Exhibit 10.17


U.S. $125,000,000


REVOLVING CREDIT AGREEMENT,

dated as of March 16, 1998,


among


CERTAIN SUBSIDIARIES OF
SPECIALTY FOODS CORPORATION,
as the Revolving Credit Borrowers,


VARIOUS FINANCIAL INSTITUTIONS,
as the Revolving Credit Lenders,


DLJ CAPITAL FUNDING, INC.,
as the Syndication Agent and
Collateral Agent for the Revolving Credit Lenders,


ABN AMRO BANK N.V.,
as the Administrative Agent for the Revolving Credit Lenders,

and

SUMMIT BANK,
as the Documentation Agent for the Revolving Credit Lenders.

ARRANGED BY

DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION

TABLE OF CONTENTS

SECTION   PAGE


ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS

1.1.    Defined Terms                                           2
1.2.    Use of Defined Terms                                   17
1.3.    Cross-References                                       17
1.4.    Accounting and Financial Determinations                17

ARTICLE II
REVOLVING CREDIT COMMITMENTS,BORROWING PROCEDURES AND NOTES

2.1.    Revolving Credit Commitments                           17
2.1.1.  Revolving I Credit Commitment                          17
2.1.2.  Revolving II Credit Commitment                         18
2.1.3.  Commitment to Issue Revolving Credit Letters of Credit 18
2.1.4.  Revolving Credit Lenders Not Permitted or Required To
 Make Revolving Credit Loans or Issue or Participate in
 Revolving Credit Letters of Credit Under Certain
 Circumstances                                                18
2.2.    Reduction of Commitment Amounts                        19
2.2.1.  Optional                                               19
2.2.2.  Mandatory                                              20
2.3.    Borrowing Procedure                                    20
2.3.1.  Revolving I Credit Loans and Revolving II Credit Loans 20
2.3.2.  Swing Line Loans                                       21
2.4.    Continuation and Conversion Elections                  22
2.5.    Funding                                                22
2.6.    Register; Revolving Credit                             23

ARTICLE III
REPAYMENTS, PREPAYMENTS, INTEREST AND FEES

3.1.    Repayments and Prepayments                             24
3.2.    Interest Provisions                                    27
3.2.1.  Rates                                                  27
3.2.2.  Post-Maturity Rates                                    27
3.2.3.  Payment Dates                                          28
3.3.    Fees                                                   28
3.3.1.  Commitment Fee                                         28
3.3.2.  Other Fees                                             29
3.3.3.  Revolving Credit Letter of Credit Fee                  29
3.3.4.  Revolving Credit Letter of Credit Issuing Fee          29
3.3.5.  Revolving Credit Letter of Credit Administrative Fee   29

ARTICLE IV
REVOLVING CREDIT LETTERS OF CREDIT

4.1.    Issuance Requests                                      30
4.2.    Issuances and Extensions                               31
4.3.    Expenses                                               31
4.4.    Other Revolving Credit Lenders' Participation          31
4.5.    Disbursements                                          32
4.6.    Reimbursement                                          33
4.7.    Deemed Disbursements                                   33
4.8.    Nature of Reimbursement Obligations                    34
4.9.    Increased Costs; Indemnity                             35

ARTICLE V
CERTAIN LIBO RATE AND OTHER PROVISIONS

5.1.    LIBO Rate Lending Unlawful                             36
5.2.    Deposits Unavailable                                   37
5.3.    Increased LIBO Rate Loan Costs, etc.                   37
5.4.    Funding Losses                                         38
5.5.    Increased Capital Costs                                38
5.6.    Taxes                                                  39
5.7.    Payments, Computations, etc.                           42
5.8.    Sharing of Payments.                                   42
5.9.    Setoff                                                 43
5.10.   Replacement of Revolving Credit Lenders                44

ARTICLE VI
CONDITIONS PRECEDENT

6.1.    Initial Revolving Credit Extension                     45
6.1.1.  Resolutions, etc.                                      45
6.1.2.  Refinancing Consummated                                45
6.1.3.  Payment of Outstanding Indebtedness, etc.              45
6.1.4.  Guaranty                                               46
6.1.5.  Pledge Agreement                                       46
6.1.6.  Security Agreement                                     46
6.1.7.  Mortgages                                              47
6.1.8.  Perfection Certificate                                 48
6.1.9.  Opinions of Counsel                                    48
6.1.10. Issuance Request                                       48
6.1.11. Closing Fees, Expenses, etc.                           48
6.2.    All Revolving Credit Extensions                        49
6.2.1.  Compliance with Warranties, No Default, etc.           49
6.2.2.  Credit Request                                         50
6.2.3.  Satisfactory Legal Form                                50

ARTICLE VII
REPRESENTATIONS AND WARRANTIES

ARTICLE VIII
COVENANTS

8.1.    Affirmative Covenants                                  51
8.1.1.  Affirmative Covenants in Term Loan Agreement           51
8.1.2.  Use of Proceeds                                        51
8.1.3.  Additional Collateral                                  51
8.2.    Negative Covenants                                     53
8.2.1.  Negative Covenants in Term Loan Agreement              53

ARTICLE IX
EVENTS OF DEFAULT

9.1.    Listing of Events of Default                           54
9.1.1.  Non-Payment of Obligations                             54
9.1.2.  Breach of Warranty                                     54
9.1.3.  Non-Performance of Certain Covenants and Obligations   54
9.1.4.  Non-Performance of Other Covenants and Obligations     54
9.1.5.  Default on Other Indebtedness                          54
9.1.6.  Judgments                                              55
9.1.7.  Pension Plans                                          55
9.1.8.  Change in Control                                      55
9.1.9.  Bankruptcy, Insolvency, etc.                           55
9.1.10. Impairment of Security, etc.                           56
9.1.11. Term Loan Agreement Event of Default                   56
9.2.    Action if Bankruptcy, etc.                             56
9.3.    Action if Other Event of Default                       57

ARTICLE X
THE AGENTS

10.1.   Actions                                                57
10.2.   Funding Reliance, etc.                                 58
10.3.   Exculpation                                            58
10.4.   Successor                                              59
10.5.   Revolving Credit Loans and Revolving Credit Letters of
 Credit by each Agent and the Collateral Agent                60
10.6.   Credit Decisions                                       60
10.7.   Copies, etc.                                           61
10.8.   The Syndication Agent, the Documentation Agent, the
 Administrative Agent and the Collateral Agent                61

ARTICLE XI
MISCELLANEOUS PROVISIONS

11.1.   Waivers, Amendments, etc.                              62
11.2.   Notices                                                63
11.3.   Payment of Costs and Expenses                          63
11.4.   Indemnification                                        64
11.5.   Survival                                               66
11.6.   Severability                                           66
11.7.   Headings                                               66
11.8.   Execution in Counterparts, Effectiveness, etc.         66
11.9.   Governing Law; Entire Agreement                        66
11.10.  Successors and Assigns                                 66
11.11.  Sale and Transfer of Revolving Credit Loans and
  Revolving Credit Commitments; Participations in Revolving
  Credit Loans and Revolving Credit Commitments                67
11.11.1.Assignments                                            67
11.11.2.Participations                                         69
11.12.  Other Transactions                                     70
11.13.  Forum Selection and Consent to Jurisdiction            70
11.14.  Waiver of Jury Trial                                   71
11.15.  Confidentiality                                        72
11.16.  Liens on Sold Assets                                   73


SCHEDULE I     -    Disclosure Schedule
SCHEDULE II -   Revolving Credit Percentages


EXHIBIT A-1 -   Form of Revolving I Credit Loan Note
EXHIBIT A-2 -   Form of Revolving II Credit Loan Note
EXHIBIT B   -   Form of Swing Line Note
EXHIBIT C   -   Form of Irrevocable Standby Revolving Credit
Letter of Credit
EXHIBIT D   -   Form of Borrowing Request
EXHIBIT E   -   Form of Continuation/Conversion Notice
EXHIBIT F   -   Form of Issuance Request
EXHIBIT G   -   Form of Lender Assignment Agreement
EXHIBIT H   -   Form of Opinion of Counsel to the Revolving
Credit Borrowers
EXHIBIT I-1     -   Form of SFC Guaranty
EXHIBIT I-2 -   Form of Subsidiary Guaranty
EXHIBIT J-1 -   Form of Revolving Credit Borrowers Pledge
Agreement
EXHIBIT J-2 -   Form of Subsidiary Pledge Agreement
EXHIBIT K-1 -   Form of Revolving Credit Borrowers Security
Agreement
EXHIBIT K-2 -   Form of Subsidiary Security Agreement
EXHIBIT L   -   Form of Revolving Credit Mortgage
EXHIBIT M   -   Form of Exemption Certificate
EXHIBIT N   -   Form of Perfection Certificate

REVOLVING CREDIT AGREEMENT


     THIS REVOLVING CREDIT AGREEMENT, dated as of March 16, 1998,
among each of the subsidiaries of Specialty Foods Corporation
signatory hereto (collectively, the "Revolving Credit
Borrowers"), the various financial institutions as are or may
become parties hereto (collectively, the "Revolving Credit
Lenders"), DLJ Capital Funding, Inc. ("DLJ"), as syndication
agent (the "Syndication Agent"), and as collateral agent (the
"Collateral Agent"), for the Revolving Credit Lenders, ABN Amro
Bank N.V. ("ABN"), as administrative agent (the "Administrative
Agent"), for the Revolving Credit Lenders and Summit Bank, as
documentation agent (the "Documentation Agent") for the Revolving
Credit Lenders (the Syndication Agent and the Administrative
Agent are sometimes referred to herein as the "Agents" and each
as an "Agent").


W I T N E S S E T H:

     WHEREAS, the Revolving Credit Borrowers are engaged directly
and through their respective various Subsidiaries (such
capitalized term and other terms used herein, to have the
meanings provided in Section 1.1) in the business of production
and distribution of breads, buns, rolls, sweet goods, cookies and
other baked goods and pre-cooked meat and other food products and
operation of retail cafes;

     WHEREAS, the Revolving Credit Borrowers are parties to a
revolving credit agreement, dated as of August 16, 1993, as
amended and restated as of July 17, 1995 (the "Existing Revolving
Credit Agreement"), among the Revolving Credit Borrowers, the
various financial institutions parties thereto, and The Chase
Manhattan Bank (formerly doing business as Chemical Bank), as the
administrative agent for such financial institutions;

     WHEREAS, Specialty Foods Corporation, a Delaware corporation
(the "Term Loan Borrower"), and the indirect owner of all of the
capital stock of each Revolving Credit Borrower is a party to a
term loan agreement, dated as of July 17, 1995, as amended (the
"Existing Term Loan Agreement"), among the Term Loan Borrower,
the various financial institutions parties thereto, and The Chase
Manhattan Bank (formerly doing business as Chemical Bank), as the
administrative agent for such financial institutions;

     WHEREAS, the Revolving Credit Borrowers desire to obtain
Revolving Credit Commitments from the Revolving Credit Lenders
pursuant to which

          (a)  Revolving I Credit Loans and Revolving II Credit
     Loans will be made to the Revolving Credit Borrowers from
     time to time prior to the applicable Revolving Credit
     Commitment Termination Dates for such Revolving Credit
     Commitments;

          (b)  Revolving Credit Letters of Credit will be issued
     by the Issuers for the account of the Revolving Credit
     Borrowers and under the several responsibilities of the
     Revolving Credit Lenders from time to time prior to the
     Revolving I Credit Commitment Termination Date; and

          (c)  Swing Line Loans in an aggregate outstanding
     principal amount not to exceed $10,000,000 will be made to
     the Revolving Credit Borrowers from time to time prior to
     the Revolving I Credit Commitment Termination Date;

in maximum aggregate principal amount for Revolving I Credit
Loans, face amount for Revolving Credit Letters of Credit
outstanding at any one time and maximum aggregate principal
amount of Swing Line Loans outstanding at any one time not to
exceed in the aggregate $25,000,000 and in aggregate principal
amount for Revolving II Credit Loans not to exceed $100,000,000;
and

     WHEREAS, concurrently with the execution of this Agreement,
the Agents, the Collateral Agent and the Term Loan Lenders will
enter into the Term Loan Agreement with the Term Loan Borrower,
pursuant to which the Term Loan Lenders will agree to make Term
Loans on the Closing Date to the Term Loan Borrower to refinance
in full all outstanding Indebtedness (as defined in the Term Loan
Agreement) of the Term Loan Borrower under the Existing Term Loan
Agreement;

     WHEREAS, the Revolving Credit Lenders are willing, on the
terms and subject to the conditions hereinafter set forth
(including Article VI), to extend such Revolving Credit Loan
Commitments, make such Revolving Credit Loans to the Revolving
Credit Borrowers and issue and participate in such Revolving
Credit Letters of Credit; and

     WHEREAS, the proceeds of such Revolving Credit Loans will be
used for general corporate purposes and working capital purposes
of the Revolving Credit Borrowers and their respective
Subsidiaries;

     NOW, THEREFORE, the parties hereto agree as follows:


ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS

     SECTION 1.1.  Defined Terms.  Except where the context
otherwise requires, capitalized terms used in this Agreement
(whether or not underscored) shall have the meanings ascribed
thereto in the Term Loan Agreement as in effect on the date
hereof, and the following terms shall have the following meanings
(such meanings to be equally applicable to the singular and
plural forms thereof):

     "ABN" is defined in the preamble.

     "Administrative Agent" is defined in the preamble and
includes each other Person as shall have subsequently been
appointed as the successor Administrative Agent pursuant to
Section 10.4 and Section 9.4 of the Term Loan Agreement.

     "Affiliate" of any Person means any other Person which,
directly or indirectly, controls, is controlled by or is under
common control with such Person (excluding any trustee under, or
any committee with responsibility for administering, any Plan).
With respect to any Revolving Credit Lender, a Person shall be
deemed to be "controlled by" another Person if such other Person
possesses, directly or indirectly, power to vote 51% or more of
the securities (on a fully diluted basis) having ordinary voting
power for the election of directors or managing general partners.
With respect to all other Persons, a Person shall be deemed to be
"controlled by" any other Person if such other Person possesses,
directly or indirectly, power

          (a)  to vote 10% or more of the securities (on a fully
     diluted basis) having ordinary voting power for the election
     of directors or managing general partners; or

          (b)  to direct or cause the direction of the management
     and policies of such Person whether by contract or
     otherwise.

     "Agents" is defined in the preamble.

     "Agreement" means, on any date, this Revolving Credit
Agreement as originally in effect on the Closing Date and as
thereafter from time to time amended, supplemented, amended and
restated, or otherwise modified and in effect on such date.

     "Alternate Base Rate" means, for any day and with respect to
all Base Rate Loans, the higher of: (a) 0.50% per annum above the
latest Federal Funds Rate; and (b) the rate of interest in effect
for such day as most recently publicly announced or established
by the Administrative Agent in Chicago, Illinois, as its "base
rate."  (The "base rate" is a rate set by the Administrative
Agent based upon various factors including the Administrative
Agent's costs and desired return, general economic conditions and
other factors, and is used as a reference point for pricing some
loans, which may be priced at, above or below such announced
rate.)  Any change in the reference rate established or announced
by the Administrative Agent shall take effect at the opening of
business on the day of such establishment or announcement.

     "Applicable Revolving Loan Margin" means (a) in the case of
Base Rate Loans, 1.50% per annum and (b) in the case of LIBO Rate
Loans, 2.50% per annum.

     "Assignee Revolving Credit Lender" is defined in Section
11.11.1.

     "Authorized Officer" means, relative to any Revolving Credit
Borrower or any other Revolving Credit Obligor, those of its
officers whose signatures and incumbency shall have been
certified to the Administrative Agent, the Collateral Agent and
the Revolving Credit Lenders pursuant to Section 6.1.1; provided,
that no officer shall qualify as an Authorized Officer unless
such officer has the title of vice president or above.

     "Base Rate Loan" means a Revolving Loan bearing interest at
a fluctuating rate determined by reference to the Alternate Base
Rate.

     "Borrowing" means the Revolving Credit Loans of the same
type and, in the case of LIBO Rate Loans, having the same
Interest Period made by the relevant Revolving Credit Lenders or
the Swing Line Lender on the same Business Day and pursuant to
the same Borrowing Request in accordance with Section 2.1.

     "Borrowing Request" means a Revolving Credit Loan request
and certificate duly executed by an Authorized Officer of any
Revolving Credit Borrower, substantially in the form of Exhibit D
hereto.

     "Business Day" means (a) any day which is neither a Saturday
or Sunday nor a legal holiday on which banks are authorized or
required to be closed in Houston, Texas, Chicago, Illinois or New
York City, and (b) with respect to Borrowings of Interest Periods
with respect to, payments of principal and interest in respect
of, and conversions of Base Rate Loans into, LIBO Rate Loans, any
day on which dealings in Dollars are carried on in the London
interbank market.

     "CERCLA" means the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended.

     "CERCLIS" means the Comprehensive Environmental Response
Compensation Liability Information System List.

     "Change in Control" shall have the meaning set forth in the
Term Loan Agreement, as in effect on the date hereof.

     "Closing Date" means the date on which the initial Revolving
Credit Extensions are made in accordance with Section 6.1, not to
be later than March 31, 1998.

     "Code" means the Internal Revenue Code of 1986, as amended,
reformed or otherwise modified from time to time.

     "Collateral Agent" is defined in the preamble and includes
each other Person as shall have subsequently been appointed as
the successor Collateral Agent pursuant to Section 10.4 and
Section 9.4 of the Term Loan Agreement.

     "Continuation/Conversion Notice" means a notice of
continuation or conversion and certificate duly executed by an
Authorized Officer of any Revolving Credit Borrower,
substantially in the form of Exhibit E hereto.

     "Controlled Group" means all members of a controlled group
of corporations and all members of a controlled group of trades
or businesses (whether or not incorporated) under common control
which, together with each Revolving Credit Borrower, its
Subsidiaries or the Term Loan Borrower, are treated as a single
employer under Section 414(b) or 414(c) of the Code or Section
4001 of ERISA.

     "Covered Taxes" means any Taxes other than Taxes imposed
with respect to the Administrative Agent or any Revolving Credit
Lender by reason of a connection between the Administrative Agent
or such Revolving Credit Lender and the relevant taxing
jurisdiction, including without limitation, a connection arising
from such Person being or having been a citizen or resident of
such jurisdiction, or having or having had a permanent
establishment or fixed place of business or bing or having been
engaged in business therein, but excluding a connection arising
solely from such Person having executed, delivered, performed its
obligations or received any payment under, or enforced, this
Agreement or any Revolving Credit Note.  Taxes shall be
considered Covered Taxes of such Taxes are imposed on (i) the
Administrative Agent solely by reason of a connection between a
Revolving Credit Lender (but not the Administrative Agent) and
the relevant taxing jurisdiction or (ii) a Revolving Credit
Lender solely by reason of a connection between the
Administrative Agent or any other Revolving Credit Lender (but
not such Revolving Credit Lender) and the relevant taxing
jurisdiction.

     "Default" means any Event of Default or any condition,
occurrence or event which, after notice or lapse of time or both,
would constitute an Event of Default.

     "Disbursement Date" is defined in Section 4.5.

     "Disclosure Schedule" means the Disclosure Schedule attached
hereto as Schedule I, as it may be amended, supplemented or
otherwise modified from time to time by any Revolving Credit
Borrower with the written consent of the Required Revolving
Credit Lenders.

     "DLJ" is defined in the preamble.

     "Documentation Agent" is defined in the preamble.

     "Dollar" and the sign "$" mean lawful money of the United
States.

     "Domestic Office" means, relative to any Revolving Credit
Lender, the office of such Revolving Credit Lender designated as
such below its signature hereto or in a Lender Assignment
Agreement or such other office of a Revolving Credit Lender (or
any successor or assign of such Revolving Credit Lender) within
the United States as may be designated from time to time by
notice from such Revolving Credit Lender, as the case may be, to
each other Person party hereto.

     "Environmental Laws" means all applicable federal, state or
local statutes, laws, ordinances, codes, rules, regulations and
guidelines (including consent decrees and administrative orders)
relating to public health and safety and protection of the
environment.

     "ERISA" means the Employee Retirement Income Security Act of
1974, as amended, and any successor statute of similar import,
together with the regulations thereunder, in each case as in
effect from time to time.  References to sections of ERISA also
refer to any successor sections.

     "Event of Default" is defined in Section 9.1.

     "Existing Revolving Credit Agreement" is defined in the
second recital.

     "Existing Term Loan Agreement" is defined in the third
recital.

     "Federal Funds Rate" means, for any period, a fluctuating
interest rate per annum equal for each day during such period to

          (a)  the weighted average of the rates on overnight
     federal funds transactions with members of the Federal
     Reserve System arranged by federal funds brokers, as
     published for such day (or, if such day is not a Business
     Day, for the next preceding Business Day) by the Federal
     Reserve Bank of New York; or

          (b)  if such rate is not so published for any day which
     is a Business Day, the average of the quotations for such
     day on such transactions received by the Administrative
     Agent from three federal funds brokers of recognized
     standing selected by it.

     "F.R.S. Board" means the Board of Governors of the Federal
Reserve System or any successor thereto.

     "GAAP" is defined in Section 1.4.

     "Guaranties" means, collectively, the SFC Guaranty, the
Subsidiary Guaranty and each Guaranty executed and delivered
pursuant to Section 8.1.3, in each case, as amended,
supplemented, restated or otherwise modified from time to time.

                         "Hazardous Material" means

          (a)  any "hazardous substance", as defined by CERCLA;

          (b)  any "hazardous waste", as defined by the Resource
     Conservation and Recovery Act, as amended;

          (c)  any petroleum product; or

          (d)  any pollutant or contaminant or hazardous,
     dangerous or toxic chemical, material or substance within
     the meaning of any other applicable federal, state or local
     law, regulation, ordinance or requirement (including consent
     decrees and administrative orders) relating to or imposing
     liability or standards of conduct concerning any hazardous,
     toxic or dangerous waste, substance or material, all as
     amended or hereafter amended.

     "herein", "hereof", "hereto", "hereunder" and similar terms
contained in this Agreement or any other Revolving Credit
Document refer to this Agreement or such other Revolving Credit
Document, as the case may be, as a whole and not to any
particular Section, paragraph or provision of this Agreement or
such other Revolving Credit Document.

     "including" means including without limiting the generality
of any description preceding such term, and, for purposes of this
Agreement and each other Revolving Credit Document, the parties
hereto agree that the rule of ejusdem generis shall not be
applicable to limit a general statement, which is followed by or
referable to an enumeration of specific matters, to matters
similar to the matters specifically mentioned.

     "Indemnified Liabilities" is defined in Section 11.4.

     "Indemnified Parties" is defined in Section 11.4.

     "Interest Period" means, relative to any LIBO Rate Loans,
the period beginning on (and including) the date on which such
LIBO Rate Loan is made or continued as, or converted into, a LIBO
Rate Loan pursuant to Section 2.3 or 2.4 and ending on (but
excluding) the day which numerically corresponds to such date
one, two, three or six months thereafter (or, if such month has
no numerically corresponding day, on the last Business Day of
such month), as any Revolving Credit Borrower may select in its
relevant notice pursuant to Section 2.3 or 2.4; provided,
however, that

          (a) Interest Periods in effect at any one time shall
     not have expiration dates occurring on more than five
     different dates;

          (b)  Interest Periods commencing on the same date for
     Loans comprising part of the same Borrowing shall be of the
     same duration;

          (c)  if such Interest Period would otherwise end on a
     day which is not a Business Day, such Interest Period shall
     end on the next following Business Day (unless, if such
     Interest Period applies to LIBO Rate Loans, such next
     following Business Day is the first Business Day of a
     calendar month, in which case such Interest Period shall end
     on the Business Day next preceding such numerically
     corresponding day); and

          (d)  no Interest Period may end later than the Stated
     Maturity Date for the applicable Revolving Loan.

     "Issuance Request" means a request and certificate duly
executed by the chief executive, accounting or financial
Authorized Officer of any Revolving Credit Borrower, in
substantially the form of Exhibit  F  attached hereto (with such
changes thereto as may be agreed upon from time to time by the
Syndication Agent, the Issuer and the Revolving Credit Borrowers)
or a properly completed application for a Revolving Credit Letter
of Credit on the applicable Issuer's standard form, executed by
the chief executive, accounting or financial Authorized Officer
of any Revolving Credit Borrower.

     "Issuer" means any affiliate, unit or agency of ABN in its
capacity as issuer of the Revolving Credit Letters of Credit, or
any other Revolving Credit Lender which has agreed to issue one
or more Revolving Credit Letters of Credit at the request of the
Administrative Agent (which shall, at any Revolving Credit
Borrower's request, notify the Revolving Credit Borrowers from
time to time of the identity of such other Revolving Credit
Lender).

     "Lender Assignment Agreement" means a lender assignment
agreement substantially in the form of Exhibit G hereto.

     "LIBO Rate" means, relative to any Interest Period for LIBO
Rate Loans, the rate of interest equal to the average (rounded
upwards, if necessary, to the nearest 1/100 of 1%) of the rates
per annum at which Dollar deposits in the approximate amount of
the Revolving Loan to be made as, or converted into, a LIBO Rate
Loan by the Administrative Agent and having a maturity comparable
to such Interest Period would be offered to the Administrative
Agent in the London interbank market at its request at
approximately 11:00 a.m.(London time) two Business Days prior to
the commencement of such Interest Period.

     "LIBO Rate Loan" means a Loan bearing interest, at all times
during an Interest Period applicable to such Loan, at a fixed
rate of interest determined by reference to the LIBO Rate
(Reserve Adjusted).

     "LIBO Rate (Reserve Adjusted)" means, relative to any Loan
to be made, continued or maintained as, or converted into, a LIBO
Rate Loan for any Interest Period, a rate per annum (rounded
upwards, if necessary, to the nearest 1/100 of 1%) determined
pursuant to the following formula:

        LIBO Rate            =           LIBO Rate
        ---------                        ---------
   (Reserve Adjusted)          1.00 - LIBOR Reserve Percentage

The LIBO Rate (Reserve Adjusted) for any Interest Period for LIBO
Rate Loans will be adjusted automatically as to all LIBO Rate
Loans then outstanding as of the Closing Date of any change in
the LIBOR Reserve Percentage.

     "LIBOR Office" means, relative to any Revolving Credit
Lender, the office of such Revolving Credit Lender designated as
such on Schedule II hereto or designated in the Lender Assignment
Agreement or such other office of a Revolving Credit Lender (or
any successor or assign of such Revolving Credit Lender) as
designated from time to time by notice from such Revolving Credit
Lender to the Revolving Credit Borrowers and the Administrative
Agent, whether or not outside the United States, which shall be
making or maintaining LIBO Rate Loans of such Revolving Credit
Lender hereunder.

     "LIBOR Reserve Percentage" means, relative to any Interest
Period for LIBO Rate Loans, the percentage (expressed as a
decimal, rounded upward to the next 1/100 of 1%) in effect on
such day (whether or not applicable to any Lender) under
regulations issued from time to time by the F.R.S. Board for
determining the maximum reserve requirement (including any
emergency supplemental or other marginal reserve requirement)
with respect to Eurocurrency funding (currently defined as
"Eurocurrency Liabilities" in Regulation D of the F.R.S. Board).

     "Lien" means any security interest, mortgage, pledge,
hypothecation, assignment, deposit arrangement, encumbrance, lien
(statutory or otherwise), charge against or interest in property,
or any filing or recording of any instrument or document in
respect to the foregoing (other than liens arising from the
filing of "precautionary" UCC financing statements in connection
with obligations under leases that are not Capitalized Lease
Liabilities to the extent that such financing statements relate
solely to the property subject to such lease obligations and
where the debtor named on such financing statements is not the
legal or beneficial owner of the described property), to secure
payment of a debt or performance of an obligation or other
priority or preferential arrangement of any kind or nature
whatsoever that has the practical effect of creating a security
interest in property.

     "Organic Document" means, relative to any Revolving Credit
Obligor, its certificate of incorporation, its by-laws and all
shareholder agreements, voting trusts and similar arrangements
applicable to any of its authorized shares of capital stock.

     "Participant" is defined in Section 11.11.

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

     "Pension Plan" means a "pension plan", as such term is
defined in section 3(2) of ERISA, which is subject to Title IV of
ERISA (other than a multiemployer plan as defined in section
4001(a)(3) of ERISA), and to which any Revolving Credit Borrower
or any corporation, trade or business that is, along with any
Revolving Credit Borrower, a member of a Controlled Group, may
have liability, including any liability by reason of having been
a substantial employer within the meaning of section 4063 of
ERISA at any time during the preceding five years, or by reason
of being deemed to be a contributing sponsor under section 4069
of ERISA.

     "Person" means any natural person, corporation, limited
liability company, partnership, joint venture, joint stock
company, firm, association, trust or unincorporated organization,
government, governmental agency, court or any other legal entity,
whether acting in an individual, fiduciary or other capacity.

     "Perfection Certificate" means the Perfection Certificate
executed and delivered by an Authorized Officer of each Revolving
Credit Borrower pursuant to Section 6.1.8 or Section 7.1.7 of the
Term Loan Agreement, substantially in the form of Exhibit N
hereto, as amended, supplemented, amended and restated or
otherwise modified from time to time.

     "Plan" means any Pension Plan or Welfare Plan.

     "Pledge Agreements" means, collectively, the Revolving
Credit Borrowers Pledge Agreement, the Subsidiary Pledge
Agreement and each Pledge Agreement executed and delivered
pursuant to Section 8.1.3, in each case as amended, supplemented,
restated or otherwise modified from time to time.

     "Quarterly Payment Date" means the last day of each January,
April, July and October, or, if any such day is not a Business
Day, the next succeeding Business Day, commencing with July,
1998.

     "Refunded Swing Line Loans" is defined in clause (b) of
Section 2.3.2.

     "Reimbursement Obligation" is defined in Section 4.6.

     "Related Fund" means, with respect to any Revolving Credit
Lender that is a fund that invests in loans, any other fund that
invests in loans and is managed by the same investment advisor or
investment manager as such Revolving Credit Lender.

     "Release" means a "release", as such term is defined in
CERCLA.

     "Required Revolving Credit Lenders" means, at any time,
Revolving I Credit Lenders having more than 50% of the sum of the
Revolving I Credit Commitments and Revolving II Credit Lenders
having more than 50% of the sum of the Revolving II Credit
Commitments; provided, that in the event that the Revolving I
Credit Commitment or the Revolving II Credit Commitment is
terminated (pursuant to Section 9.2 or Section 9.3 or otherwise),
until such time as all Revolving I Credit Loans and Revolving II
Credit Loans, as the case may be, are paid in full, Revolving I
Credit Lenders having more than 50% of the outstanding principal
amount of all Revolving I Credit Loans and Revolving II Credit
Lenders having more than 50% of the outstanding principal amount
of all Revolving II Credit Loans, as applicable.

     "Resource Conservation and Recovery Act" means the Resource
Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq.,
as in effect from time to time.

     "Revolving Credit Borrowers" is defined in the preamble.

     "Revolving Credit Borrowers Pledge Agreement" is defined in
clause (a) of Section 6.1.5.

     "Revolving Credit Borrowers Security Agreement" is defined
in clause (a) of Section 6.1.6.

     "Revolving Credit Commitment" means a Revolving I Credit
Commitment, a Revolving II Credit Commitment or a Swing Line Loan
Commitment.

     "Revolving Credit Commitment Amount" means a Revolving I
Credit Commitment Amount or a Revolving II Credit Commitment
Amount or a Swing Line Loan Commitment Amount.

     "Revolving Credit Commitment Termination Date" means the
Revolving I Credit Commitment Termination Date or the Revolving
II Credit Commitment Termination Date.

     "Revolving Credit Commitment Termination Event" means

          (a)  the occurrence of any Default described in clauses
     (a) through (d) of Section 9.1.9 with respect to any
     Revolving Credit Borrower; or

          (b)  the occurrence and continuance of any other Event
     of Default and either

                    (i)  the declaration of the Revolving Credit
          Loans to be due and payable pursuant to Section 9.3, or

                    (ii)  in the absence of such declaration, the
          giving of notice by the Administrative Agent, acting at
          the direction of the Required Revolving Credit Lenders,
          to the Revolving Credit Borrowers that the Revolving
          Credit Commitments have been terminated.

     "Revolving Credit Documents" means this Agreement, the
Notes, each Pledge Agreement, each Security Agreement, each
Guaranty and each Revolving Credit Revolving Credit Mortgage.

     "Revolving Credit Extension" means and includes

          (a)  the advancing of any Revolving I Credit Loans by
     the Revolving Credit Lenders in connection with a Borrowing,

          (b)  the advancing of any Revolving II Credit Loans by
     the Revolving Credit Lenders in connection with a Borrowing,

          (c)  the advancing of any Swing Line Loans by the Swing
     Line Lender in connection with a Borrowing, and

          (d)  any issuance or extension by an Issuer of a
     Revolving Credit Letter of Credit.

     "Revolving Credit Lenders" is defined in the preamble.

     "Revolving Credit Letter of Credit" is defined in Section
4.1.

     "Revolving Credit Letter of Credit Commitment Amount" means,
on any date, a maximum amount of $25,000,000, as such amount may
be reduced from time to time pursuant to Section 2.2.

     "Revolving Credit Letter of Credit Outstandings" means, at
any time, an amount equal to the sum of

          (a)  the then aggregate amount which is undrawn and
     available under all issued and outstanding Revolving Credit
     Letters of Credit,

plus

          (b)  the then aggregate amount of all unpaid and
     outstanding Reimbursement Obligations.

     "Revolving Credit Loan" means, as the context may require, a
Revolving I Credit Loan, a Revolving II Credit Loan, or a Swing
Line Loan, of any type.

     "Revolving Credit Mortgages" means, collectively, each
Revolving Credit Mortgage executed and delivered pursuant to
Section 6.1.7 or 8.1.3, substantially in the form of Exhibit L
hereto, as amended, supplemented, restated or otherwise modified
from time to time.

     "Revolving Credit Note" means, as the context may require, a
Revolving I Credit Note, a Revolving II Credit Note or a Swing
Line Note

     "Revolving Credit Obligations" means all obligations
(monetary or otherwise) of the Revolving Credit Borrowers and
each other Revolving Credit Obligor arising under or in
connection with this Agreement, the Revolving Credit Notes and
each other Revolving Credit Document or any other document made,
delivered or given in connection therewith.

     "Revolving Credit Obligor" means any Revolving Credit
Borrower, each Subsidiary of each Revolving Credit Borrower
(other than any Inactive Subsidiary), the Special Purpose
Subsidiary or any other Person (other than any Agent, the
Collateral Agent or any Revolving Credit Lender) obligated under,
or otherwise a party to, any Revolving Credit Document, and
"Revolving Credit Obligors" means all of such Persons,
collectively.

     "Revolving Credit Percentage" means, relative to any
Revolving Credit Lender, the applicable percentage relating to
the Revolving I Credit Commitments or the Revolving II Credit
Commitments, as the case may be, for such Revolving Credit Lender
as set forth on Schedule II hereto or set forth in the Lender
Assignment Agreement, as such percentage may be adjusted from
time to time pursuant to Lender Assignment Agreement(s) executed
by such Revolving Credit Lender and its Assignee Revolving Credit
Lender(s) and delivered pursuant to Section 11.11.  A Revolving
Credit Lender shall not have any Revolving Credit Commitment to
make Revolving I Credit Loans or Revolving II Credit Loans (as
the case may be) if its percentage under the respective column
heading is zero (0%).  As used herein, "Revolving Credit
Percentage" as it relates to a Revolving I Credit Lender's
Percentage of Revolving Credit Letter of Credit Outstandings or
Swing Line Loans shall be equal to such Revolving I Credit
Lender's Percentage of Revolving I Credit Loans.

     "Revolving I Credit Commitment" means, relative to any
Revolving Credit Lender, such Revolving Credit Lender's
obligation to make Revolving I Credit Loans pursuant to Section
2.1.2 and to issue (in the case of an Issuer) or participate in
(in the case of all Revolving Credit Lenders) Revolving Credit
Letters of Credit pursuant to Section 2.1.3.

     "Revolving I Credit Commitment Amount" means, on any date,
$25,000,000, as such amount may be reduced from time to time
pursuant to Section 2.2.

     "Revolving I Credit Commitment Availability" means, on any
date, the excess of

          (a)  the then Revolving I Credit Commitment Amount,
                                  over

          (b)  the sum of

                    (i)  the outstanding principal amount of all
          Revolving I Credit Loans on such date,

                                  plus

               (ii)  the Revolving Credit Letter of Credit
Outstandings on such date,

                                  plus

                    (iii)  the outstanding principal amount of
          all Swing Line Loans on such date.

     "Revolving I Credit Commitment Termination Date" means the
earliest of

          (a)  January 31, 2000;

          (b)  the date on which the Revolving I Credit
     Commitment Amount is terminated in full or reduced to zero
     pursuant to Section 2.2; and

          (c)  the date on which any Revolving Credit Commitment
     Termination Event occurs.

Upon the occurrence of any event described in clause (b) or (c),
the Revolving I Credit Commitments shall terminate automatically
and without any further action.

     "Revolving I Credit Lender" means any Revolving Credit
Lender having a Revolving I Credit Commitment.

     "Revolving I Credit Loan" is defined in Section 2.1.2.

     "Revolving I Credit Note" means a joint and several
promissory note of the Revolving Credit Borrowers payable to the
order of any Revolving Credit Lender, in the form of Exhibit A-1
hereto (as such promissory note may be amended, endorsed or
otherwise modified from time to time), evidencing the aggregate
Indebtedness of the Revolving Credit Borrower to such Revolving
Credit Lender resulting from outstanding Revolving I Credit
Loans, and also means all other promissory notes accepted from
time to time in substitution therefor or renewal thereof.

     "Revolving II Credit Commitment" means, relative to any
Revolving Credit Lender, such Revolving Credit Lender's
obligation to make Revolving II Credit Loans pursuant to
Section 2.1.2.

     "Revolving II Credit Commitment Amount" means, on any date,
$100,000,000, as such amount may be reduced from time to time
pursuant to Section 2.2.

     "Revolving II Credit Commitment Availability" means, on any
date, the excess of

          (a)  the then Revolving II Credit Commitment Amount,

      over

          (b)  the outstanding principal amount of all Revolving
     II Credit Loans on such date.

     "Revolving II Credit Commitment Termination Date" means the
earliest of

          (a)  the one year anniversary of the Closing Date;

          (b)  the date on which the Revolving II Credit
     Commitment Amount is terminated in full or reduced to zero
     pursuant to Section 2.2; and

          (c)  the date on which any Revolving Credit Commitment
     Termination Event occurs.

Upon the occurrence of any event described in clause (b) or (c),
the Revolving II Credit Commitments shall terminate automatically
and without any further action.

     "Revolving II Credit Lender" means any Revolving Credit
Lender having a Revolving II Credit Commitment.

     "Revolving II Credit Loan" is defined in Section 2.1.2.

     "Revolving II Credit Note" means a joint and several
promissory note of the Revolving Credit Borrowers payable to the
order of any Revolving Credit Lender, in the form of Exhibit A-2
hereto (as such promissory note may be amended, endorsed or
otherwise modified from time to time), evidencing the aggregate
Indebtedness of the Revolving Credit Borrower to such Revolving
Credit Lender resulting from outstanding Revolving II Credit
Loans, and also means all other promissory notes accepted from
time to time in substitution therefor or renewal thereof.

     "Security Agreements" means, collectively, the Revolving
Credit Borrowers Security Agreement, the Subsidiary Security
Agreement and each Security Agreement executed and delivered from
time to time pursuant to Section 8.1.3, in each case as amended,
supplemented, restated or otherwise modified from time to time.

     "SFC Guaranty" is defined in clause (a) of Section 6.1.4.

     "Stated Amount" of each Revolving Credit Letter of Credit
means the total amount available to be drawn under such Revolving
Credit Letter of Credit upon the issuance thereof.

     "Stated Expiry Date" is defined in Section 4.1.

     "Stated Maturity Date" means

          (a)  in the case of any Revolving I Credit Loan,
     January 31, 2000; and

          (b)  in the case of any Revolving II Credit Loan,
     January 31, 2000.

     "Subsidiary" means, with respect to any Person, any
corporation, partnership or other business entity of which more
than 50% of the outstanding capital stock (or other ownership
interest) having ordinary voting power to elect a majority of the
board of directors, managers or other voting members of the
governing body of such entity (irrespective of whether at the
time capital stock (or other ownership interest) of any other
class or classes of such entity shall or might have voting power
upon the occurrence of any contingency) is at the time directly
or indirectly owned by such Person, by such Person and one or
more other Subsidiaries of such Person, or by one or more other
Subsidiaries of such Person.  Unless the context otherwise
specifically requires, the term "Subsidiary" shall be a reference
to a Subsidiary of any Revolving Credit Borrower.

     "Subsidiary Guaranty" is defined in clause (b) of Section
6.1.4.

     "Subsidiary Pledge Agreement" is defined in clause (b) of
Section 6.1.5.

     "Subsidiary Security Agreement" is defined in clause (b) of
Section 6.1.6.

     "Swing Line Lender" means, ABN, in its capacity as Swing
Line Lender hereunder.

     "Swing Line Loan" is defined in clause (b) of Section 2.1.1.

     "Swing Line Loan Commitment" is defined in clause (b) of
Section 2.1.1.

     "Swing Line Loan Commitment Amount" means, on any date,
$10,000,000, as such amount may be reduced from time to time
pursuant to Section 2.2.

     "Swing Line Note" means a joint and several promissory note
of the Borrowers payable to the Swing Line Lender, in the form of
Exhibit B hereto (as such promissory note may be amended,
endorsed or otherwise modified from time to time), evidencing the
aggregate Indebtedness of the Borrower to the Swing Line Lender
resulting from outstanding Swing Line Loans, and also means all
other promissory notes accepted from time to time in substitution
therefor or renewal thereof.

     "Syndication Agent" is defined in the preamble.

     "Taxes" means any present or future income, excise, stamp or
franchise taxes and other taxes, fees, duties, withholdings or
other charges of any nature whatsoever imposed by (i) the United
States or any taxing authority or political subdivision thereof
or (ii) any other jurisdiction as a result of a connection
between the Borrower and such taxing jurisdiction, and in each
case any interest, additions to tax, penalties or additional
amounts payable with respect thereto.

     "Term Loan" is defined in the Term Loan Agreement.

     "Term Loan Agreement" means the Term Loan Agreement, dated
as of the date hereof, among the Term Loan Borrower, the Term
Loan Lenders, the Agents and the Collateral Agent  as the same
may be amended, supplemented or otherwise modified from time to
time.

     "Term Loan Borrower" is defined in the third recital.

     "Term Loan Lenders" means each of the financial institutions
from time to time party to the Term Loan Agreement.

     "Type" means, relative to any Loan, the portion thereof, if
any, being maintained as a Base Rate Loan or a LIBO Rate Loan.

     "United States" or "U.S." means the United States of
America, its fifty States and the District of Columbia.

     "Welfare Plan" means a "welfare plan", as such term is
defined in section 3(1) of ERISA.

     SECTION 1.2.  Use of Defined Terms.  Unless otherwise
defined or the context otherwise requires, terms for which
meanings are provided in this Agreement shall have such meanings
when used in the Disclosure Schedule and in each Revolving Credit
Note, Borrowing Request, Continuation/Conversion Notice,
Revolving Credit Document, notice and other communication
delivered from time to time in connection with this Agreement or
any other Revolving Credit Document.

     SECTION 1.3  Cross-References.  Unless otherwise specified,
references in this Agreement and in each other Revolving Credit
Document to any Article or Section are references to such Article
or Section of this Agreement or such other Revolving Credit
Document, as the case may be, and, unless otherwise specified,
references in any Article, Section or definition to any clause
are references to such clause of such Article, Section or
definition.

     SECTION 1.4.  Accounting and Financial Determinations.
Unless otherwise specified, all accounting terms used herein or
in any other Revolving Credit Document shall be interpreted, and
all accounting determinations and computations hereunder or
thereunder (including under Sections 7.1.1 and 7.2.5 of the Term
Loan Agreement) shall be made, in accordance with those generally
accepted accounting principles ("GAAP") applied in the
preparation of the financial projections referred to in Section
5.1.7 of the Term Loan Agreement, except as set forth in Section
1.4 of the Term Loan Agreement as in effect on the date hereof.


ARTICLE I
REVOLVING CREDIT COMMITMENTS, BORROWING PROCEDURES AND NOTES

     SECTION 2.1.  Revolving Credit Commitments.  On the terms
and subject to the conditions of this Agreement (including
Article V), each Revolving Credit Lender and the Swing Line
Lender severally agrees as follows:

     SECTION 2.1.1.  Revolving I Credit Commitment.  From time to
time on any Business Day occurring prior to the Revolving I
Credit Commitment Termination Date,

     (a)  each Revolving Credit Lender will make Revolving Credit
Loans (relative to such Revolving Credit Lender, its "Revolving I
Credit Loans") to each applicable Revolving Credit Borrower, on a
joint and several basis for all the Revolving Credit Borrowers,
equal to such Revolving Credit Lender's Revolving Credit
Percentage of the aggregate amount of the Borrowing of Revolving
I Credit Loans requested by such Revolving Credit Borrower to be
made on such day.  On the terms and subject to the conditions
hereof, each Revolving Credit Borrower may from time to time
borrow, prepay and reborrow Revolving I Credit Loans.

     (b)  the Swing Line Lender will make a loan (a "Swing Line
Loans") to each applicable Revolving Credit Borrower, on a joint
and several basis for all the Revolving Credit Borrowers, equal
to the amount of the Swing Line Loan requested by the applicable
Revolving Credit Borrower to be made on such day.  The commitment
of the Swing Line Lender described in this clause (b) is herein
referred to as its "Swing Line Loan Commitment".  On the terms
and subject to the conditions hereof, each applicable Revolving
Credit Borrower may from time to time borrow, prepay and reborrow
Swing Line Loans.

     SECTION 2.1.2.  Revolving II Credit Commitment.  From time
to time on any Business Day occurring prior to the Revolving II
Credit Commitment Termination Date, each Revolving Credit Lender
will make Revolving Credit Loans (relative to such Revolving
Credit Lender, its "Revolving II Credit Loans") to each
applicable Revolving Credit Borrower, on a joint and several
basis for all the Revolving Credit Borrowers, equal to such
Revolving Credit Lender's Revolving Credit Percentage of the
aggregate amount of the Borrowing of Revolving II Credit Loans
requested by such Revolving Credit Borrower to be made on such
day.  On the terms and subject to the conditions hereof, each
Revolving Credit Borrower may from time to time borrow and prepay
Revolving II Credit Loans.  No amounts paid or prepaid with
respect to Revolving II Credit Loans may be reborrowed.

     SECTION 2.1.3.  Commitment to Issue Revolving Credit Letters
of Credit.  From time to time on any Business Day, each Issuer
will issue, and each Revolving Credit Lender with a Revolving I
Credit Commitment will participate in, the Revolving Credit
Letters of Credit, in accordance with Article IV.

     SECTION 2.1.4.  Revolving Credit Lenders Not Permitted or
Required To Make Revolving Credit Loans or Issue or Participate
in Revolving Credit Letters of Credit Under Certain
Circumstances.  No Revolving Credit Lender shall be permitted or
required to

          (a)  make any Revolving I Credit Loan if, after giving
effect thereto, the aggregate outstanding principal amount of all
Revolving I Credit Loans

                    (i)  of all Revolving Credit Lenders,
          together with all Revolving Credit Letter of Credit
          Outstandings and the outstanding principal amount of
          all Swing Line Loans would exceed the Revolving I
          Credit Commitment Amount, or

                    (ii)  of such Revolving Credit Lender,
          together with such Revolving Credit Lender's Revolving
          Credit Percentage of all Revolving Credit Letter of
          Credit Outstandings, would exceed such Revolving Credit
          Lender's Revolving Credit Percentage of the Revolving I
          Credit Commitment Amount; or

     (b)  make any Revolving II Credit Loan if, after giving
effect thereto, the aggregate outstanding principal amount of
all Revolving II Credit Loans

                    (i)  of all Revolving Credit Lenders would
          exceed the Revolving II Credit Commitment Amount, or

                    (ii)  of such Revolving Credit Lender would
          exceed such Revolving Credit Lender's Revolving Credit
          Percentage of the Revolving II Credit Commitment
          Amount; or

          (c)  issue (in the case of any Issuer) or participate
in (in the case of each Revolving Credit Lender) any Revolving
Credit Letter of Credit if, after giving effect thereto

                    (i)  all Revolving Credit Letter of Credit
          Outstandings together with the aggregate outstanding
          principal amount of all Revolving I Credit Loans of all
          Revolving Credit Lenders and the outstanding principal
          amount of all Swing Line Loans would exceed the
          Revolving I Credit Commitment Amount, or

                    (ii)  such Revolving Credit Lender's
          Revolving Credit Percentage of all Revolving Credit
          Letter of Credit Outstandings together with the
          aggregate outstanding principal amount of all Revolving
          I Credit Loans of such Revolving Credit Lender would
          exceed such Revolving Credit Lender's Revolving Credit
          Percentage of the Revolving I Credit Commitment Amount.

         (d)  make any Swing Line Loan if, after giving effect
thereto, the aggregate outstanding principal amount of all Swing
Line Loans (i) would exceed the Swing Line Loan Commitment
Amount, or (ii) together with the aggregate outstanding principal
amount of all Revolving I Credit Loans of all Revolving Credit
Lenders and Revolving Credit Letter of Credit Outstandings would
exceed the Revolving I Credit Commitment Amount.

     SECTION 2.2.  Reduction of Commitment Amounts.  The
Revolving Credit Commitment Amounts are subject to reduction from
time to time pursuant to this Section 2.2.

     SECTION 2.2.1.  Optional.  Any Revolving Credit Borrower
may, from time to time on any Business Day occurring after the
time of the initial Borrowing hereunder, voluntarily reduce the
amount of either Revolving Credit Commitment Amount; provided,
however, that all such reductions shall require at least three
Business Days' prior notice to the Administrative Agent and be
permanent, and any partial reduction of the Revolving I Credit
Commitment Amount shall be in a minimum amount of $1,000,000 and
in an integral multiple of $500,000 and of the Revolving II
Credit Commitment Amount shall be in a minimum amount of
$5,000,000 and in an integral multiple of $1,000,000.  Any such
reduction of the Revolving I Credit Commitment Amount which
reduces the Revolving I Credit Commitment Amount below the
Revolving Credit Letter of Credit Commitment Amount or the Swing
Line Loan Commitment Amount shall result in an automatic and
corresponding reduction of the Revolving Credit Letter of Credit
Commitment Amount or the Swing Line Loan Commitment Amount, as
the case may be, to an aggregate amount not in excess of the
Revolving I Credit Commitment Amount, as so reduced, without any
further action on the part of the Issuer or the Swing Line
Lender.

     SECTION 2.2.2.  Mandatory.

          (a) On the Revolving I Credit Commitment Termination
Date, the Revolving I Credit Commitment Amount shall be zero, and
on the Revolving II Credit Loan Commitment Termination Date, the
Revolving II Credit Commitment Amount shall be zero.

          (b) The Revolving II Credit Commitment Amount shall be
reduced from time to time as required under Section 3.1.1 of the
Term Loan Agreement as in effect on the date hereof.

     SECTION 2.3.  Borrowing Procedure.  Revolving Credit Loans
(other than Swing Line Loans) shall be made by the Revolving
Credit Lenders in accordance with Section 2.3.1, and Swing Line
Loans shall be made by the Swing Line Lender in accordance with
Section 2.3.2.

     SECTION 2.3.1.  Revolving I Credit Loans and Revolving II
Credit Loans.  By telephonic notice, promptly followed (by the
end of the Business Day on which such telephonic notice was
delivered) by the delivery of a confirming Borrowing Request to
the Administrative Agent on or before 10:00 a.m., New York City
time, on a Business Day, any Revolving Credit Borrower may from
time to time irrevocably request, on not less than one Business
Day's notice (in the case of Revolving I Credit Loans maintained
as Base Rate Loans) or three Business Days' notice (in the case
of Revolving I Credit Loans maintained as LIBO Rate Loans or
Revolving II Credit Loans maintained either as Base Rate Loans or
LIBO Rate Loans) nor more than five Business Days' notice (in the
case of any Revolving Credit Loans), that a Borrowing be made in
a minimum amount of $1,000,000 and an integral multiple of
$500,000, in the case of Revolving I Credit Loans, or in a
minimum amount of $5,000,000 and an integral multiple of
$1,000,000, in the case of Revolving II Credit Loans, or, in
either case, in the unused amount of the applicable Revolving
Credit Commitment.  On the terms and subject to the conditions of
this Agreement, each Borrowing shall be comprised of the type of
Revolving Credit Loans, and shall be made on the Business Day,
specified in such Borrowing Request.  On or before 11:00 a.m.
(New York City time) on such Business Day each Revolving Credit
Lender shall deposit with the Administrative Agent same day funds
in an amount equal to such Revolving Credit Lender's Revolving
Credit Percentage of the requested Borrowing.  Such deposit will
be made to an account which the Administrative Agent (which may
be maintained with an Affiliate of the Administrative Agent)
shall specify from time to time by notice to the Revolving Credit
Lenders.  Subject to Section 10.2, the Administrative Agent shall
make such funds available to the applicable Revolving Credit
Borrower by wire transfer to the accounts such Revolving Credit
Borrower shall have specified in its Borrowing Request.  No
Revolving Credit Lender's obligation to make any Revolving Credit
Loan shall be affected by any other Revolving Credit Lender's
failure to make any Revolving Credit Loan.

     SECTION 2.3.2.  Swing Line Loans.

          (a)  By telephonic notice, promptly followed (by the
end of the Business Day on which such telephonic notice was
delivered) by the delivery of a confirming Borrowing Request, to
the Swing Line Lender and the Administrative Agent on or before
12:00 noon, New York City time, on the Business Day the proposed
Swing Line Loan is to be made, any Revolving Credit Borrower may
from time to time irrevocably request that a Swing Line Loan be
made by the Swing Line Lender in a minimum principal amount of
$100,000 or any larger  integral multiple of $50,000.  All Swing
Line Loans shall be made as Base Rate Loans and shall not be
entitled to be converted into LIBO Rate Loans.  Upon receipt of
notice from the Administrative Agent confirming the amount of the
requested Borrowing, the proceeds of each Swing Line Loan shall
be made available by the Swing Line Lender, by 2:00 p.m., New
York City time, on the Business Day telephonic notice is received
by it as provided in this clause (a), to the applicable Revolving
Credit Borrower by wire transfer to the account such Revolving
Credit Borrower shall have specified in its notice therefor.

          (b)  If any Default shall occur and be continuing, each
Revolving Credit Lender with a Revolving I Credit Commitment
(other than the Swing Line Lender) irrevocably agrees that it
will, at the request of the Swing Line Lender and upon notice
from the Administrative Agent, make a Revolving I Credit Loan
(which shall initially be funded as a Base Rate Loan) in an
amount equal to such Revolving Credit Lender's Revolving Credit
Percentage of the aggregate principal amount of all such Swing
Line Loans then outstanding (such outstanding Swing Line Loans
hereinafter referred to as the "Refunded Swing Line Loans");
provided, that the Swing Line Lender shall not request, and no
Revolving Credit Lender shall make, any Refunded Swing Line Loan
if, after giving effect to the making of such Refunded Swing Line
Loan, the sum of all Refunded Swing Line Loans and Revolving I
Credit Loans made by such Revolving Credit Lender, plus such
Revolving Credit Lender's Revolving Credit Percentage of the
aggregate amount of all Revolving Credit Letter of Credit
Outstandings, would exceed such Revolving  Credit Lender's
Revolving Credit Percentage of the then existing Revolving I Loan
Commitment Amount.  On or before 11:00 a.m. (New York City time)
on the first Business Day following receipt by each Revolving
Credit Lender of a request to make Revolving I Credit Loans as
provided in the preceding sentence, each such Revolving Credit
Lender with a Revolving I Loan Commitment shall deposit in an
account specified by the Administrative Agent the amount so
requested in same day funds and such funds shall be transferred
to the Swing Line Lender by the Administrative Agent to repay the
Refunded Swing Line Loans.  At the time the aforementioned
Revolving I Credit Lenders make the above referenced Revolving
Credit Loans, the Swing Line Lender shall be deemed to have made,
in consideration of the making of the Refunded Swing Line Loans,
a Revolving I Credit Loan in an amount equal to the Swing Line
Lender's Revolving Credit Percentage of the aggregate principal
amount of the Refunded Swing Line Loans.  Upon the making (or
deemed making, in the case of the Swing Line Lender) of any
Revolving I Credit Loans pursuant to this clause (b), the amount
so funded shall become outstanding under such Revolving I Credit
Lender's Revolving I Credit Note and shall no longer be owed
under the Swing Line Note.  All interest payable with respect to
any Revolving I Credit Loans made (or deemed made, in the case of
the Swing Line Lender) pursuant to this clause (b) shall be
appropriately adjusted to reflect the period of time during which
the Swing Line Lender had outstanding Swing Line Loans in respect
of which such Revolving I Credit Loans were made.  Each Revolving
I Credit Lender's obligation to make the Revolving I Credit Loans
referred to in this clause (b) shall be absolute and
unconditional and shall not be affected by any circumstance,
including, without limitation, (i) any set-off, counterclaim,
recoupment, defense or other right which such Revolving I Credit
Lender may have against the Swing Line Lender, any Revolving
Credit Borrower or any other Person for any reason whatsoever;
(ii) the occurrence or continuance of any Default; (iii) any
adverse change in the condition (financial or otherwise) of any
Revolving Credit Borrower; (iv) the acceleration or maturity of
any Revolving Credit Loans or the termination of any Revolving
Credit Commitment after the making of any Swing Line Loan;
(v) any breach of this Agreement or any other Revolving Credit
Document by any Revolving Credit Borrower or any Revolving Credit
Lender; or (vi) any other circumstance, happening or event
whatsoever, whether or not similar to any of the foregoing.

     SECTION 2.4.  Continuation and Conversion Elections.  By
telephonic notice, promptly followed (by the end of the Business
Day on which such telephonic notice was delivered) by the
delivery of a Continuation/Conversion Notice to the
Administrative Agent on or before 10:00 a.m., New York City time,
on a Business Day, any Revolving Credit Borrower may from time to
time irrevocably elect, on not less than one Business Day's
notice in the case of a continuation or conversion of LIBO Rate
Loans into Base Rate Loans, or three Business Day's notice in the
case of a continuation of LIBO Rate Loans or a conversion of Base
Rate Loans into LIBO Rate Loans, and in either case not more than
five Business Days' notice that all, or any portion in an
aggregate minimum amount of $1,000,000  and an integral multiple
of $500,000, of any Revolving I Credit Loans, or an aggregate
minimum amount of $5,000,000 and an integral multiple of
$1,000,000, of any Revolving II Credit Loans, be, in the case of
Base Rate Loans, converted into LIBO Rate Loans of either type
or, in the case of LIBO Rate Loans of either type, be converted
into a Base Rate Loan or a LIBO Rate Loan of the other type or
continued as a LIBO Rate Loan of such type (in the absence of
delivery of a Continuation/ Conversion Notice with respect to any
LIBO Rate Loan at least three Business Days before the last day
of the then current Interest Period with respect thereto, such
LIBO Rate Loan shall, on such last day, automatically convert to
a Base Rate Loan); provided, however, that (i) each such
conversion or continuation shall be pro rated among the
applicable outstanding Revolving I Credit Loans or
Revolving II Credit Loans, as the case may be, of all Revolving
Credit Lenders, and (ii) no portion of the outstanding principal
amount of any Revolving Credit Loans may be continued as, or be
converted into, LIBO Rate Loans when any Default has occurred and
is continuing.

     SECTION 2.5.  Funding.  Each Revolving Credit Lender may, if
it so elects, fulfill its obligation to make, continue or convert
LIBO Rate Loans hereunder by causing one of its foreign branches
or  Affiliates (or an international banking facility created by
such Revolving Credit Lender) to make or maintain such LIBO Rate
Loan; provided, however, that such LIBO Rate Loan shall
nonetheless be deemed to have been made and to be held by such
Revolving Credit Lender, and the obligation of each Revolving
Credit Borrower to repay such LIBO Rate Loan shall nevertheless
be to such Revolving Credit Lender for the account of such
foreign branch, Affiliate or international banking facility.  In
addition, each Revolving Credit Borrower hereby consents and
agrees that, for purposes of any determination to be made for
purposes of Section 5.1, 5.2, 5.3 or 5.4, it shall be
conclusively assumed that each Revolving Credit Lender elected to
fund all LIBO Rate Loans by purchasing, as the case may be,
Dollar certificates of deposit in the U.S. or Dollar deposits in
its LIBOR Office's interbank eurodollar market.

     SECTION 2.6.  Register; Revolving Credit.

          (a)  Each Revolving Credit Lender may maintain in
accordance with its usual practice an account or accounts
evidencing the Indebtedness of the Revolving Credit Borrowers to
such Revolving Credit Lender resulting from each Revolving Credit
Loan made by such Revolving Credit Lender, including the amounts
of principal and interest payable and paid to such Revolving
Credit Lender from time to time hereunder.  In the case of a
Revolving Credit Lender that does not request, pursuant to clause
(b)(ii) below, execution and delivery of a Revolving Credit Note
evidencing the Revolving Credit Loans made by such Revolving
Credit Lender to the Revolving Credit Borrowers, such account or
accounts shall, to the extent not inconsistent with the notations
made by the Administrative Agent in the Register, be conclusive
and binding on the Borrowers absent manifest error; provided,
however, that the failure of any Revolving Credit Lender to
maintain such account or accounts shall not limit or otherwise
affect any Revolving Credit Obligations of the Revolving Credit
Borrowers or any other Revolving Credit Obligor.

          (b)(i)  The Revolving Credit Borrowers hereby designate
the Administrative Agent to serve as the Revolving Credit
Borrowers' agent, solely for the purpose of this clause (b), to
maintain a register (the "Register") on which the Administrative
Agent will record each Revolving Credit Lender's Revolving Credit
Commitment, the Revolving Credit Loans made by each Revolving
Credit Lender and each repayment in respect of the principal
amount of the Revolving Credit Loans of each Revolving Credit
Lender and annexed to which the Administrative Agent shall retain
a copy of each Lender Assignment Agreement delivered to the
Administrative Agent pursuant to Section 11.11.1.  Failure to
make any recordation, or any error in such recordation, shall not
affect the Revolving Credit Borrowers' obligation in respect of
such Revolving Credit Loans.  The entries in the Register shall
be conclusive, in the absence of manifest error, and the
Revolving Credit Borrowers, the Administrative Agent and the
Revolving Credit Lenders shall treat each Person in whose name a
Revolving Credit Loan (and as provided in clause (ii) the
Revolving Credit Note evidencing such Revolving Credit Loan, if
any) is registered as the owner thereof for all purposes of this
Agreement, notwithstanding notice or any provision herein to the
contrary.  Subject to the provisions of Section 11.11.1, a
Revolving Credit Lender's Revolving Credit Commitment and the
Revolving Credit Loans made pursuant thereto may be assigned or
otherwise transferred in whole or in part only by registration of
such assignment or transfer in the Register.  Any assignment or
transfer of a Revolving Credit  Lender's Revolving Credit Loan
Commitment or the Revolving Credit Loans made pursuant thereto
shall be registered in the Register only upon delivery to the
Administrative Agent of a Lender Assignment Agreement duly
executed by the Assignor thereof.  No assignment or transfer of a
Revolving Credit Lender's Revolving Credit Commitment or the
Revolving Credit Loans made pursuant thereto shall be effective
unless such assignment or transfer shall have been recorded in
the Register by the Administrative Agent as provided in this
Section.

          (b)(ii)  The Revolving Credit Borrowers agree that,
upon the request to the Administrative Agent by any Revolving
Credit Lender, the Revolving Credit Borrowers will execute and
deliver to such Revolving Credit Lender, as applicable, a
Revolving Credit Note evidencing the Revolving Credit Loans made
by such Revolving Credit Lender.  The Revolving Credit Borrowers
hereby irrevocably authorizes each Revolving Credit Lender to
make (or cause to be made) appropriate notations on the grid
attached to such Revolving Credit Lender's Revolving Credit Notes
(or on any continuation of such grid), which notations, if made,
shall evidence, inter alia, the date of the outstanding principal
amount of, and the interest rate and Interest Period applicable
to the Revolving Credit Loans evidenced thereby.  Such notations
shall, to the extent not inconsistent with the notations made by
the Administrative Agent in the Register, be conclusive and
binding on the Revolving Credit Borrowers absent manifest error;
provided, however, that the failure of any Revolving Credit
Lender to make any such notations shall not limit or otherwise
affect any Revolving Credit Obligations of the Revolving Credit
Borrowers or any other Revolving Credit Obligor.


ARTICLE III
REPAYMENTS, PREPAYMENTS, INTEREST AND FEES

     SECTION 3.1.  Repayments and Prepayments.  The Revolving
Credit Borrowers shall be jointly and severally obligated to
repay in full the unpaid principal amount of each Revolving
Credit Loan upon the Stated Maturity Date therefor.  Prior
thereto, the Revolving Credit Borrowers jointly and severally
acknowledge, covenant and agree that any Revolving Credit
Borrower

          (a)  may, from time to time on any Business Day, make a
voluntary prepayment, in whole or in part, of the outstanding
principal amount of any

                    (i)  Revolving Credit Loans (other than Swing
          Line Loans); provided, however, that

                              (A)  any such prepayment shall be
               made pro rata among Revolving I Credit Loans or
               Revolving II Credit Loans, as the case may be, of
               the same type and, if applicable, having the same
               Interest Period, of all Revolving Credit Lenders;

                              (B)  no such prepayment of any LIBO
               Rate Loan may be made on any day other than the
               last day of the Interest Period for such LIBO Rate
               Loan;

                              (C)  all such voluntary prepayments
               shall require, in the case of Revolving I Credit
               Loans maintained as Base Rate Loans, at least one,
               and in the case of Revolving I Credit Loans
               maintained as LIBO Rate Loans and Revolving II
               Credit Loans maintained either as Base Rate Loans
               or LIBO Rate Loans, at least three but, in any
               case, no more than five, Business Days' prior
               written notice to the Administrative Agent; and

                              (D)  all such voluntary partial
               prepayments shall be, in the case of Revolving I
               Credit Loans,  in an aggregate minimum amount of
               $1,000,000 and an integral multiple of $500,000,
               and in the case of Revolving II Credit Loans, in
               an aggregate minimum amount of $5,000,000 and an
               integral multiple of $1,000,000;

               (ii)  Swing Line Loans, provided that

                              (A)  all such voluntary prepayments
               shall require prior telephonic notice to the Swing
               Line Lender on or before 1:00 p.m., New York City
               time, on the day of such prepayment (such notice
               to be confirmed in writing by the applicable
               Revolving Credit Borrower by the end of the
               Business Day on which such telephonic notice was
               delivered); and

                              (B)  all such voluntary partial
               prepayments shall be in an aggregate amount of
               $100,000 and an integral multiple of $50,000 or in
               the aggregate principal amount of all Swing Line
               Loans then outstanding;

          (b)  shall, on each date when any reduction in any
Revolving I Credit Commitment Amount shall become effective,
including pursuant to Section 2.2, make a mandatory prepayment
(which shall be applied (or held for application, as the case may
be) by the Revolving Credit Lenders having Revolving I Credit
Commitments first, to the payment of the aggregate unpaid
principal amount of those Swing Line Loans then outstanding,
second, to the payment of the aggregate unpaid principal amount
of those Revolving I Credit Loans then outstanding, and, third,
to the payment of the then outstanding Revolving Credit Letter of
Credit Outstandings) equal to the excess, if any, of the
aggregate, outstanding principal amount of all Revolving I Credit
Loans and Revolving Credit Letter of Credit Outstandings over the
Revolving I Credit Loan Commitment Amount as so reduced;

          (c)  shall, on each date when any reduction in the
Revolving II Credit Commitment Amount shall become effective,
including pursuant to Section 2.2 (other than pursuant to clause
(a) of the definition of "Revolving II Credit Commitment
Termination Date"), make a mandatory prepayment (which shall be
applied (or held for application, as the case may be) by the
Revolving Credit Lenders having Revolving II Credit Commitments
to the payment of the aggregate unpaid principal amount of those
Revolving II Credit Loans then outstanding) equal to the excess,
if any, of the aggregate, outstanding principal amount of all
Revolving II Credit Loans over the Revolving II Credit Loan
Commitment Amount as so reduced;

provided, that mandatory prepayments of LIBO Rate Loans made
pursuant to clauses (b) and (c) of this Section 3.1, if not made
on the last day of the Interest Period with respect thereto,
shall, at any Revolving Credit Borrower's option, so long as no
Default has occurred and is continuing, be prepaid subject to the
provisions of Section 5.4, or the amount required to be applied
to the prepayment of LIBO Rate Loans (after application to any
Base Rate Loans) shall be deposited with the Administrative Agent
or another Revolving Credit Lender as cash collateral for such
Revolving I Credit Loans and Revolving II Credit Loans on terms
reasonably satisfactory to the Administrative Agent (or such
Revolving Credit Lender) and thereafter shall be applied in the
order of the Interest Periods next ending most closely to the
date of receipt of the proceeds in respect of which such
prepayment is required to be made and on the last day of each
such Interest Period (together with a payment of all interest
that is due on the last day of each such Interest Period pursuant
to clause (d) of Section 3.2.3).  After such application, unless
an Event of Default shall have occurred and be continuing, any
remaining interest earned on such cash collateral shall be paid
to the applicable Revolving Credit Borrower;

          (d)  shall, on the Stated Maturity Date for the
Revolving Credit Loans, repay in full the aggregate outstanding
principal amount, if any, of all Revolving Credit Loans;

          (e)  shall, immediately upon any acceleration of the
Stated Maturity Date of any Revolving Credit Loans pursuant to
Section 9.2 or Section 9.3, repay all Revolving Credit Loans,
unless, pursuant to Section 9.3, only a portion of all Revolving
Credit Loans is so accelerated (in which case such portion shall
be repaid); and

          (f) shall repay Revolving Credit Loans from time to
time as required under Sections 3.1.1 and 3.1.2 of the Term Loan
Agreement as in effect on the date hereof (it being understood by
the parties hereto that such provisions of the Term Loan
Agreement shall inure to the benefit of the Revolving Credit
Lenders as if the Revolving Credit Lenders were parties to the
Term Loan Agreement).

Each prepayment of any Revolving Credit Loans made pursuant to
this Section shall be without premium or penalty, except as may
be required by Section 5.4. No voluntary prepayment of principal
of any Revolving I Credit Loan or Swing Line Loan shall cause a
reduction in the Revolving I Credit Commitment Amount; any
prepayment of principal of any Revolving II Credit Loan shall, to
the extent of such prepayment, reduce the Revolving II Credit
Commitment Amount, and no mandatory reduction of the Revolving II
Credit Commitment Amount pursuant to clause (a) of the definition
of "Revolving II Credit Commitment Termination Date" shall
require that the then outstanding Revolving II Credit Loans be
repaid.

     SECTION 3.2.  Interest Provisions.  Interest on the
outstanding principal amount of Revolving Credit Loans shall
accrue and be payable in accordance with this Section 3.2.

     SECTION 3.2.1.  Rates.  Pursuant to an appropriately
delivered Borrowing Request or Continuation/Conversion Notice,

          (a)  any Revolving Credit Borrower may elect that
Revolving Credit Loans (other than Swing Line Loans) comprising a
Borrowing accrue interest at a rate per annum:

                    (i)  on that portion maintained from time to
          time as a Base Rate Loan, equal to the sum of the
          Alternate Base Rate from time to time in effect plus
          the Applicable Revolving Loan Margin; and

                    (ii)  on that portion maintained as a LIBO
          Rate Loan, during each Interest Period applicable
          thereto, equal to the sum of the LIBO Rate (Reserve
          Adjusted) for such Interest Period plus the Applicable
          Revolving Loan Margin;

all LIBO Rate Loans shall bear interest from and including the
first day of the applicable Interest Period to (but not
including) the last day of such Interest Period at the interest
rate determined as applicable to such LIBO Rate Loan.

          (b)  each Swing Line Loan shall accrue interest on the
unpaid principal amount thereof for each day from and including
the day upon which such Swing Line Loan was made to but excluding
the date such Swing Line Loan is repaid at a rate per annum equal
to the sum of the then effective Alternate Base Rate plus the
Applicable Revolving Loan Margin minus the applicable commitment
fee rate per annum payable to any Revolving I Credit Lender
pursuant to Section 3.3.1 in respect of its Revolving I Credit
Commitment.

     SECTION 3.2.2.  Post-Maturity Rates.  Upon the occurrence
and continuance of (i) any  Event of Default described in Section
9.1.1 or clauses (a) through (d) of Section 9.1.9 or (ii) any
other Event of Default which shall remain uncured for thirty days
(without giving effect to any grace period therefor), all
Revolving Credit Loans shall bear, and the Revolving Credit
Borrowers shall be obligated, on a joint and several basis, to
pay, but only to the extent permitted by law, interest (after as
well as before judgment) thereon in arrears at a rate per annum
equal to the rate that would otherwise be applicable to such
Revolving Credit Loans maintained as Base Rate Loans pursuant to
Section 3.2.1 plus 5.0% on the last day of each calendar month
or, if such day is not a Business Day, the next succeeding
Business Day.

     SECTION 3.2.3.  Payment Dates.  Interest accrued on each
Revolving Credit Loan shall be payable, without duplication:

          (a)  on the Stated Maturity Date therefor;

          (b)  subject to the proviso set forth in clause (c) of
Section 3.1, on the date of any optional or required payment or
prepayment, in whole or in part, of principal outstanding on such
Revolving Credit Loan to the extent of the unpaid interest
accrued through such date on the principal so paid or prepaid;

          (c)  with respect to Base Rate Loans, on each Quarterly
Payment Date occurring after the date of the initial Borrowing
hereunder;

          (d)  with respect to LIBO Rate Loans, on the last day
of each applicable Interest Period (and, if such Interest Period
shall exceed three months, on the date occurring three months
after the commencement of such Interest Period);

          (e)  with respect to any Base Rate Loans converted into
LIBO Rate Loans on a day when interest would not otherwise have
been payable pursuant to clause (c), on the next Quarterly
Payment Date; and

          (f)  on that portion of any Revolving Credit Loans the
Stated Maturity Date of which is accelerated pursuant to Section
9.2 or Section 9.3, immediately upon such acceleration.

Interest accrued on Revolving Credit Loans or other monetary
Revolving Credit Obligations arising under this Agreement or any
other Revolving Credit Document after the date such amount is due
and payable (whether on the Stated Maturity Date, upon
acceleration or otherwise) shall be payable upon demand.

     SECTION 3.3.  Fees.  The Revolving Credit Borrowers, jointly
and severally, agree to pay the fees set forth in this Section
3.3.  All such fees shall be non-refundable.

     SECTION 3.3.1.  Commitment Fee.  The Revolving Credit
Borrowers, jointly and severally, agree to pay to the
Administrative Agent for the account of each Revolving Credit
Lender, for the period (including any portion thereof when any of
its Revolving Credit Commitments are suspended by reason of the
inability of the Revolving Credit Borrowers to satisfy any
condition of Article V) commencing on the Closing Date and
continuing through the final Revolving Credit Commitment
Termination Date, a commitment fee at the rate of 0.875% per
annum on such Revolving Credit Lender's Revolving Credit
Percentage of the sum of the average daily unused portion of each
Revolving Credit Commitment Amount.  Such commitment fees shall
be payable by the Revolving Credit Borrowers in arrears on each
Quarterly Payment Date, commencing with the first such day
following the Closing Date, and on each Revolving Credit
Commitment Termination Date.  The making of Swing Line Loans
shall not constitute usage of the Revolving I Credit Commitment
with respect to the calculation of commitment fees to be paid by
the Revolving Credit Borrowers to the Revolving Credit Lenders.

     SECTION 3.3.2.  Other Fees.  The Revolving Credit Borrowers,
jointly and severally, agree to pay to the Administrative Agent
for its own account, the annual administration fees referred to
in the letter agreement, dated March 13, 1998, among the
Borrower, the Revolving Credit Borrowers and the Administrative
Agent with respect thereto.

     SECTION 3.3.3.  Revolving Credit Letter of Credit Fee.  The
Revolving Credit Borrowers, jointly and severally, agree to pay
to the Administrative Agent, for the account of each Revolving
Credit Lender having a Revolving I Credit Commitment, a fee for
each Revolving Credit Letter of Credit for the period from and
including the date of the issuance of such Revolving Credit
Letter of Credit to (but not including) the date upon which such
Revolving Credit Letter of Credit expires, at a rate per annum
equal to the Applicable Revolving Loan Margin for Base Rate Loans
multiplied by the Stated Amount of the face amount of such
Revolving Credit Letter of Credit.  Such fee shall be payable by
the Revolving Credit Borrowers in arrears on each Quarterly
Payment Date, and on the Revolving I Credit Commitment
Termination Date for any period then ending for which such fee
shall not theretofore have been paid, commencing on the first
such date after the issuance of such Revolving Credit Letter of
Credit.

     SECTION 3.3.4.  Revolving Credit Letter of Credit Issuing
Fee.  The Revolving Credit Borrowers, jointly and severally,
agree to pay to the Administrative Agent, for the account of the
applicable Issuer, an issuing fee for each Revolving Credit
Letter of Credit for the period from and including the date of
issuance of such Revolving Credit Letter of Credit to (but not
including) the date upon which such Revolving Credit Letter of
Credit expires, of 0.25% per annum of the Stated Amount of such
Revolving Credit Letter of Credit.  Such fee shall be payable by
the Revolving Credit Borrowers in arrears on each Quarterly
Payment Date and on the Revolving I Credit Commitment Termination
Date for any period then ending for which such fee shall not
theretofore have been paid, commencing on the first such date
after the issuance of such Revolving Credit Letter of Credit.

     SECTION 3.3.5.  Revolving Credit Letter of Credit
Administrative Fee.  The Revolving Credit Borrowers, jointly and
severally, agree to pay to the Administrative Agent, for the
account of the applicable Issuer, the amounts set forth in
Section 4.3.


ARTICLE III
REVOLVING CREDIT LETTERS OF CREDIT

     SECTION 4.1.  Issuance Requests.  By delivering to the
Administrative Agent and the applicable Issuer an Issuance
Request on or before 12:00 noon, New York City time, any
Revolving Credit Borrower may request, from time to time prior to
the Revolving I Credit  Commitment Termination Date and on not
less than three nor more than ten Business Days' notice, that
such Issuer issue an irrevocable standby Revolving Credit Letter
of Credit in substantially the form of Exhibit C hereto, or in
such other form as may be requested by such Revolving Credit
Borrower and approved by such Issuer (each a "Revolving Credit
Letter of Credit"), in support of financial obligations of such
Revolving Credit Borrower incurred in such Revolving Credit
Borrower's ordinary course of business and which are described in
such Issuance Request.  Upon receipt of an Issuance Request, the
Administrative Agent shall promptly notify the Revolving Credit
Lenders thereof.  Each Revolving Credit Letter of Credit shall by
its terms:

          (a)  be issued in a Stated Amount which does not exceed
(or would not exceed) the then Revolving I Credit Commitment
Availability;

          (b)  be stated to expire on a date (its "Stated Expiry
Date") no later than the earlier to occur of (i) the Revolving I
Credit Loan Commitment Termination Date and (ii) one year from
the date of its issuance; provided that, notwithstanding the
terms of clause (ii) above, a Revolving Credit Letter of Credit
may, if required by the beneficiary thereof, contain "evergreen"
provisions pursuant to which the Stated Expiry Date shall be
automatically extended, unless notice to the contrary shall have
been given to the beneficiary by the Issuer or the account party
more than a specified period prior to the then existing Stated
Expiry Date; and

    (c)  on or prior to its Stated Expiry Date

                    (i)  terminate immediately upon notice to the
          Issuer thereof from the beneficiary thereunder that all
          obligations covered thereby have been terminated, paid,
          or otherwise satisfied in full,

                    (ii)  reduce in part immediately and to the
          extent the beneficiary thereunder has notified the
          Issuer thereof that the obligations covered thereby
          have been paid or otherwise satisfied in part, or

                    (iii)  terminate 30 Business Days after
          notice to the beneficiary thereunder from the Issuer
          thereof that an Event of Default has occurred and is
          continuing.

So long as no Default has occurred and is continuing, by delivery
to the applicable Issuer and the Administrative Agent of an
Issuance Request at least three but not more than ten Business
Days or such longer period as required by the terms of any
Revolving Credit Letter of Credit prior to the Stated Expiry Date
of any Revolving Credit Letter of Credit, the applicable
Revolving Credit Borrower may request such Issuer to extend the
Stated Expiry Date of such Revolving Credit Letter of Credit for
an additional period not to exceed the earlier of one year from
its date of extension and the Revolving I Credit Commitment
Termination Date.

     SECTION 4.2.  Issuances and Extensions.  On the terms and
subject to the conditions of this Agreement (including Article
VI), the Issuer shall issue Revolving Credit Letters of Credit,
and extend the Stated Expiry Dates of outstanding Revolving
Credit Letters of Credit, in accordance with the Issuance
Requests made therefor.  Each Issuer will make available the
original of each Revolving Credit Letter of Credit which it
issues in accordance with the Issuance Request therefor to the
beneficiary thereof (and will promptly provide each of the
Revolving Credit Lenders with a Revolving I Credit Commitment
with a copy of such Revolving Credit Letter of Credit) and will
notify the beneficiary under any Revolving Credit Letter of
Credit of any extension of the Stated Expiry Date thereof.

     SECTION 4.3.  Expenses.  Each Revolving Credit Borrower
agrees to pay to the Administrative Agent for the account of the
applicable Issuer(s) all administrative expenses of such
Issuer(s) in connection with the issuance, maintenance,
modification (if any) and administration of each Revolving Credit
Letter of Credit issued by such Issuer(s) upon demand from time
to time.

     SECTION 4.4.  Other Revolving Credit Lenders' Participation.
Each Revolving Credit Letter of Credit issued pursuant to Section
4.2 shall, effective upon its issuance and without further
action, be issued on behalf of all Revolving Credit Lenders
(including the Issuer thereof) pro rata according to their
respective Revolving Credit Percentages of the Revolving I Credit
Commitment.  Each Revolving Credit Lender shall, to the extent of
its Revolving Credit Percentage of the Revolving I Credit
Commitment, be deemed irrevocably to have participated in the
issuance of such Revolving Credit Letter of Credit and shall be
responsible to reimburse promptly the Issuer thereof for
Reimbursement Obligations which have not been reimbursed by the
Revolving Credit Borrowers in accordance with Section 4.5, or
which have been reimbursed by the Revolving Credit Borrowers but
must be returned, restored or disgorged by such Issuer for any
reason, and each Revolving Credit Lender shall, to the extent of
its Revolving Credit Percentage of the Revolving I Credit
Commitment Amount, be entitled to receive from the Administrative
Agent a ratable portion of the Revolving Credit Letter of Credit
fees received by the Administrative Agent pursuant to Section
3.3.3, with respect to each Revolving Credit Letter of Credit.
In the event that the Revolving Credit Borrowers shall fail to
reimburse any Issuer, or if for any reason Revolving I Credit
Loans shall not be made to fund any Reimbursement Obligation, all
as provided in Section 4.5 and in an amount equal to the amount
of any drawing honored by such Issuer under a Revolving Credit
Letter of Credit issued by it, or in the event such Issuer must
for any reason return or disgorge such reimbursement, such Issuer
shall promptly notify each Revolving Credit Lender with a
Revolving I Credit Commitment of the unreimbursed amount of such
drawing and of such Revolving Credit Lender's respective
participation therein.  Each Revolving Credit Lender shall make
available to such Issuer, whether or not any Default shall have
occurred and be continuing, an amount equal to its respective
participation in same day or immediately available funds at the
office of such Issuer specified in such notice not later than
11:00 a.m., New York City time, on the Business Day (under the
laws of the jurisdiction of such Issuer) after the date notified
by such Issuer.  In the event that any Revolving Credit Lender
fails to make available to such Issuer the amount of such
Revolving Credit Lender's participation in such Revolving Credit
Letter of Credit as provided herein, such Issuer shall be
entitled to recover such amount on demand from such Revolving
Credit Lender together with interest at the daily average Federal
Funds Rate for three Business Days (together with such other
compensatory amounts as may be required to be paid by such
Revolving Credit Lender to the Administrative Agent pursuant to
the Rules for Interbank Compensation of the council on
International Banking or the Clearinghouse Compensation
Committee, as the case may be, as in effect from time to time)
and thereafter at the Alternate Base Rate plus the Applicable
Revolving Loan Margin for Base Rate Loans.  Nothing in this
Section shall be deemed to prejudice the right of any Revolving
Credit Lender to recover from any Issuer any amounts made
available by such Revolving Credit Lender to such Issuer pursuant
to this Section in the event that it is determined by a court of
competent jurisdiction that the payment with respect to a
Revolving Credit Letter of Credit by such Issuer in respect of
which payment was made by such Revolving Credit Lender
constituted gross negligence or wilful misconduct on the part of
such Issuer.  Each Issuer shall distribute to each other
Revolving Credit Lender which has paid all amounts payable by it
under this Section with respect to any Revolving Credit Letter of
Credit issued by such Issuer such other Revolving Credit Lender's
Revolving Credit Percentage of the Revolving I Credit Commitment
Amount of all payments received by such Issuer from the Revolving
Credit Borrowers in reimbursement of drawings honored by such
Issuer under such Revolving Credit Letter of Credit when such
payments are received.

     SECTION 4.5.  Disbursements.  Each Issuer will notify the
applicable Revolving Credit Borrower and the Administrative Agent
promptly of the presentment for payment of any Revolving Credit
Letter of Credit, together with notice of the date (a
"Disbursement Date") such payment shall be made.  Subject to the
terms and provisions of such Revolving Credit Letter of Credit,
the applicable Issuer shall make such payment to the beneficiary
(or its designee) of such Revolving Credit Letter of Credit.
Prior to 12:00 noon, New York City time, on the Disbursement
Date, the Revolving Credit Borrowers will be obligated, on a
joint and several basis, to reimburse the applicable Issuer for
all amounts which it has disbursed under the Revolving Credit
Letter of Credit.  To the extent the applicable Issuer is not
reimbursed in full in accordance with the third sentence of this
Section, the Revolving Credit Borrowers' Reimbursement Obligation
shall accrue interest at a fluctuating rate determined by
reference to the Alternate Base Rate plus the Applicable
Revolving Loan Margin for Base Rate Loans plus a margin of 5.0%
per annum, payable on demand.  In the event the applicable Issuer
is not reimbursed by the Revolving Credit Borrowers on the
Disbursement Date, or if such Issuer must for any reason return
or disgorge such reimbursement, the Revolving Credit Lenders
(including such Issuer) shall, on the terms and subject to the
conditions of this Agreement, fund the Reimbursement Obligation
therefor by making, on the next Business Day, Revolving Credit
Loans which are Base Rate Loans as provided in Section 2.1.2 (the
Revolving Credit Borrowers being deemed to have given a timely
Borrowing Request therefor for such amount); provided, however,
for the purpose of determining the availability of the Revolving
I Credit Commitments to make Revolving I Credit Loans immediately
prior to giving effect to the application of the proceeds of such
Revolving Credit Loans, such Reimbursement Obligation shall be
deemed not to be outstanding at such time.

     SECTION 4.6.  Reimbursement.  The Revolving Credit
Borrowers' obligations (a "Reimbursement Obligation") under
Section 4.5 to reimburse an Issuer with respect to each
Disbursement (including interest thereon), and each Revolving
Credit Lender's obligation to make participation payments in each
drawing which has not been reimbursed by the Revolving Credit
Borrowers, shall be absolute and unconditional under any and all
circumstances and irrespective of any setoff, counterclaim, or
defense to payment which the Revolving Credit Borrowers may have
or have had against any Revolving Credit Lender or any
beneficiary of a Revolving Credit Letter of Credit, including any
defense based upon the occurrence of any Default, any draft,
demand or certificate or other document presented under a
Revolving Credit Letter of Credit proving to be forged,
fraudulent, invalid or insufficient, the failure of any
Disbursement to conform to the terms of the applicable Revolving
Credit Letter of Credit (if, in the applicable Issuer's good
faith opinion, such Disbursement is determined to be appropriate)
or any non-application or misapplication by the beneficiary of
the proceeds of such Disbursement, or the legality, validity,
form, regularity, or enforceability of such Revolving Credit
Letter of Credit; provided, however, that nothing herein shall
adversely affect the right of the Revolving Credit Borrowers to
commence any proceeding against the applicable Issuer for any
wrongful Disbursement made by such Issuer under a Revolving
Credit Letter of Credit as a result of acts or omissions
constituting gross negligence or willful misconduct on the part
of such Issuer.

     SECTION 4.7.  Deemed Disbursements.  Upon the occurrence and
during the continuation of any Event of Default or the occurrence
of the Revolving I Credit Commitment Termination Date, an amount
equal to that portion of Revolving Credit Letter of Credit
Outstandings attributable to outstanding and undrawn Revolving
Credit Letters of Credit shall, at the election of the applicable
Issuer acting on instructions from the Required Revolving Credit
Lenders, and without demand upon or notice to any Revolving
Credit Borrower, be deemed to have been paid or disbursed by such
Issuer under such Revolving Credit Letters of Credit
(notwithstanding that such amount may not in fact have been so
paid or disbursed), and, upon notification by such Issuer to the
Administrative Agent and any Revolving Credit Borrower of its
obligations under this Section, such Revolving Credit Borrower
shall be immediately obligated to reimburse such Issuer the
amount deemed to have been so paid or disbursed by such Issuer.
Any amounts so received by such Issuer from any Revolving Credit
Borrower pursuant to this Section shall be held as collateral
security for the repayment of such Revolving Credit Borrower's
obligations in connection with the Revolving Credit Letters of
Credit issued by such Issuer.  At any time when such Revolving
Credit Letters of Credit shall terminate and all Revolving Credit
Obligations of each Issuer are either terminated or paid or
reimbursed to such Issuer in full, the Revolving Credit
Obligations of the Revolving Credit Borrowers under this Section
shall be reduced accordingly (subject, however, to reinstatement
in the event any payment in respect of such Revolving Credit
Letters of Credit is recovered in any manner from such Issuer),
and such Issuer will return to the Revolving Credit Borrowers the
excess, if any, of

          (a)  the aggregate amount deposited by the Revolving
Credit Borrowers with such Issuer and not theretofore applied by
such Issuer to any Reimbursement Obligation

over

     (b)  the aggregate amount of all Reimbursement Obligations
to such Issuer pursuant to this Section, as so adjusted.

At such time when all Events of Default shall have been cured or
waived, each Issuer shall return to the Revolving Credit
Borrowers all amounts then on deposit with such Issuer pursuant
to this Section.  All amounts on deposit pursuant to this Section
shall, until their application to any Reimbursement Obligation or
their return to any Revolving Credit Borrower, as the case may
be, bear interest at the daily average Federal Funds Rate from
time to time in effect (net of the costs of any reserve
requirements, in respect of amounts on deposit pursuant to this
Section, pursuant to F.R.S. Board Regulation D), which interest
shall be held by the applicable Issuer as additional collateral
security for the repayment of the Revolving Credit Obligations in
connection with the Revolving Credit Letters of Credit issued by
such Issuer.

     SECTION 4.8.  Nature of Reimbursement Obligations.  The
Revolving Credit Borrowers shall assume all risks of the acts,
omissions, or misuse of any Revolving Credit Letter of Credit by
the beneficiary thereof.  Neither any Issuer nor any Revolving
Credit Lender (except to the extent of its own gross negligence
or wilful misconduct) shall be responsible for:

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

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

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

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

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

None of the foregoing shall affect, impair, or prevent the
vesting of any of the rights or powers granted any Issuer or any
Revolving Credit Lender hereunder.  In furtherance and extension,
and not in limitation or derogation, of any of the foregoing, any
action taken or omitted to be taken by any Issuer in good faith
shall be binding (jointly and severally) upon each Revolving
Credit Borrower and shall not put such Issuer under any resulting
liability to any Revolving Credit Borrower.

     SECTION 4.9.  Increased Costs; Indemnity.  If by reason of

          (a) any change in applicable law, regulation, rule,
decree or regulatory requirement or any change in the
interpretation or application by any judicial or regulatory
authority of any law, regulation, rule, decree or regulatory
requirement, or

          (b)  compliance by any Issuer or any Revolving Credit
Lender with any direction, request or requirement (whether or not
having the force of law) of any governmental or monetary
authority, including Regulation D of the F.R.S. Board:

                    (i)  any Issuer or any Revolving Credit
          Lender shall be subject to any tax (other than taxes on
          net income and franchises), levy, charge or withholding
          of any nature or to any variation thereof or to any
          penalty with respect to the maintenance or fulfillment
          of its obligations under this Article IV, whether
          directly or by such being imposed on or suffered by
          such Issuer or any Revolving Credit Lender;

                    (ii)  any reserve, deposit or similar
          requirement is or shall be applicable, imposed or
          modified in respect of any Revolving Credit Letters of
          Credit issued by any Issuer or participations therein
          purchased by any Revolving Credit Lender; or

                    (iii)  there shall be imposed on any Issuer
          or any Revolving Credit Lender any other condition
          regarding this Article IV, any Revolving Credit Letter
          of Credit or any participation therein;

and the result of the foregoing is directly or indirectly to
increase the cost to such Issuer or such Revolving Credit Lender
of issuing, making or maintaining any Revolving Credit Letter of
Credit or of purchasing or maintaining any participation therein,
or to reduce any amount receivable in respect thereof by such
Issuer or such Revolving Credit Lender, then and in any such case
such Issuer or such Revolving Credit Lender may, at any time
after the additional cost is incurred or the amount received is
reduced, notify the Revolving Credit Borrowers thereof, and the
Revolving Credit Borrowers shall pay on demand such amounts as
such Issuer or Revolving Credit Lender may specify to be
necessary to compensate such Issuer or Revolving Credit Lender
for such additional cost or reduced receipt, together with
interest on such amount from the date demanded until payment in
full thereof at a rate equal at all times to the Alternate Base
Rate plus the Applicable Revolving Loan Margin for Base Rate
Loans plus 5.0% per annum.  The determination by such Issuer or
Revolving Credit Lender, as the case may be, of any amount due
pursuant to this Section, as set forth in a statement setting
forth the calculation thereof in reasonable detail, shall, in the
absence of manifest error, be final and conclusive and binding on
all of the parties hereto.  In addition to amounts payable as
elsewhere provided in this Article IV, each Revolving Credit
Borrower hereby agrees to protect, indemnify, pay and save each
Issuer harmless from and against any and all claims, demands,
liabilities, damages, losses, costs, charges and expenses
(including reasonable attorneys' fees and allocated costs of
internal counsel) which such Issuer may incur or be subject to as
a consequence, direct or indirect, of

         (c)  the issuance of the Revolving Credit Letters of
Credit, other than as a result of the gross negligence or wilful
misconduct of such Issuer as determined by a court of competent
jurisdiction, or

         (d)  the failure of such Issuer to honor a drawing
under any Revolving Credit Letter of Credit as a result of any
act or omission, whether rightful or wrongful, of any present or
future de jure or de facto government or governmental authority.


ARTICLE V
CERTAIN LIBO RATE AND OTHER PROVISIONS

     SECTION 5.1.  LIBO Rate Lending Unlawful.  If any Revolving
Credit Lender shall determine (which determination shall, upon
notice thereof to any Revolving Credit Borrower and the Revolving
Credit Lenders, be conclusive and binding on the Revolving Credit
Borrowers) that the introduction of or any change in or in the
interpretation of any law, in each case after the date upon which
such Revolving Credit Lender shall have become a Revolving Credit
Lender hereunder, makes it unlawful, or any central bank or other
Regulatory Authority asserts, after such date, that it is
unlawful, for such Revolving Credit Lender to make, continue or
maintain any Revolving Credit as, or to convert any Revolving
Credit into, a LIBO Rate Loan, the obligations of such Revolving
Credit Lender to make, continue, maintain or convert any such
LIBO Rate Loan shall, upon such determination, forthwith be
suspended until such Revolving Credit Lender shall notify the
Administrative Agent that the circumstances causing such
suspension no longer exist, and all outstanding LIBO Rate Loans
of such Revolving Credit Lender shall automatically convert into
Base Rate Loans at the end of the then current Interest Periods
with respect thereto or sooner, if required by such law or
assertion.  Each Revolving Credit Lender agrees to promptly give
notice to the Administrative Agent and each Revolving Credit
Borrower when the circumstances causing such suspension cease to
exist.

     SECTION 5.2.  Deposits Unavailable.  If the Administrative
Agent shall have determined that

          (a)  with respect to any proposed LIBO Rate Loan,
Dollar deposits in the relevant amount and for the relevant
Interest Period are not generally available in the relevant
market; or

          (b)  by reason of circumstances affecting the relevant
market, adequate means do not exist for ascertaining the interest
rate applicable hereunder to LIBO Rate Loans for the relevant
Interest Period;

then, upon notice from the Administrative Agent to the Revolving
Credit Borrowers and the Revolving Credit Lenders, the
obligations of all Revolving Credit Lenders under Section 2.3 and
Section 2.4 to make or continue after the relevant Interest
Period any Revolving Credit Loans as, or to convert any Revolving
Credit Loans into, LIBO Rate Loans shall forthwith be suspended
until the Administrative Agent shall notify the Revolving Credit
Borrowers and the Revolving Credit Lenders that the circumstances
causing such suspension no longer exist.

     SECTION 5.3.  Increased LIBO Rate Loan Costs, etc.  Each
Revolving Credit Borrower, jointly and severally, agrees to
reimburse each Revolving Credit Lender for any increase in the
cost to such Revolving Credit Lender of, or any reduction in the
amount of any sum receivable by such Revolving Credit Lender in
respect of, making, continuing or maintaining (or of its
obligation to make, continue or maintain) any Revolving Credit
Loans as, or of converting (or of its obligation to convert) any
Revolving Credit Loans into, LIBO Rate Loans (except for any
increase taken into account in determining the LIBOR Reserve
Percentage and except for increased capital costs and Taxes which
are governed by Sections 5.5 and 5.6, respectively) that arise in
connection with any change in, or the introduction, adoption,
effectiveness, interpretation, reinterpretation or phase-in after
the date hereof of, any law or regulation, directive, guideline,
decision or request (whether or not having the force of law) of
any court, central bank, regulator or other Regulatory Authority.
Such Revolving Credit Lender shall use all commercially
reasonable efforts to promptly notify the Administrative Agent
and the Revolving Credit Borrowers in writing within 90 days of
the occurrence of any such event (which notice shall in any event
be delivered no later than 120 days after the annual audited
financial statements are reported for the fiscal year of such
Revolving Credit Lender ended following the payment and
performance in full of all Obligations, the termination of all
Commitments and the expiration of all Revolving Credit Letters of
Credit), such notice to state, in reasonable detail, the reasons
therefor and the additional amount required fully to compensate
such Revolving Credit Lender for such increased cost or reduced
amount.  Such additional amounts shall be payable by the
Revolving Credit Borrowers, and the Revolving Credit Borrowers
hereby acknowledge and agree that they are jointly and severally
liable to pay such additional amounts, directly to such Revolving
Credit Lender within five days of its receipt of such notice, and
such notice shall, in the absence of manifest error, be
conclusive and binding on the Revolving Credit Borrowers.

     SECTION 5.4.  Funding Losses.  In the event any Revolving
Credit Lender shall incur any loss or expense (including any loss
or expense incurred by reason of the liquidation or reemployment
of deposits or other funds acquired by such Revolving Credit
Lender to make, continue or maintain any portion of the principal
amount of any Revolving Credit Loan as, or to convert any portion
of the principal amount of any Revolving Credit Loan into, a LIBO
Rate Loan) as a result of

          (a)  any conversion or repayment or prepayment of the
principal amount of any LIBO Rate Loans on a date other than the
scheduled last day of the Interest Period applicable thereto,
whether pursuant to Section 3.1 or otherwise;

          (b)  any Revolving Credit Loans not being made as LIBO
Rate Loans in accordance with the Borrowing Request therefor; or

          (c)  any Revolving Credit Loans not being continued as,
or converted into, LIBO Rate Loans in accordance with the
Continuation/Conversion Notice therefor,

then, upon the written notice of such Revolving Credit Lender to
the Revolving Credit Borrowers (with a copy to the Administrative
Agent) (which notice such Revolving Credit Lender shall use all
commercially reasonable efforts to deliver to the Revolving
Credit Borrowers within 90 days of the occurrence of any such
event and which notice shall in any event be delivered no later
than 120 days after the annual audited financial statements are
reported for the fiscal year of such Revolving Credit Lender
ended following the payment and performance in full of all
Obligations, the termination of all Commitments and the
expiration of all Revolving Credit Letters of Credit), the
Revolving Credit Borrowers shall, and the Revolving Credit
Borrowers hereby acknowledge and agree that they are jointly and
severally liable to pay, within five days of its receipt thereof,
pay directly to such Revolving Credit Lender such amount as will
(in the reasonable determination of such Revolving Credit Lender)
reimburse such Revolving Credit Lender for such loss or expense.
Such written notice (which shall include calculations in
reasonable detail) shall, in the absence of manifest error, be
conclusive and binding on the Revolving Credit Borrowers.

     SECTION 5.5.  Increased Capital Costs.  If any change in, or
the introduction, adoption, effectiveness, interpretation,
reinterpretation or phase-in of, any law or regulation,
directive, guideline, decision or request (whether or not having
the force of law) of any court, central bank, regulator or other
Regulatory Authority, in each case occurring after the applicable
Revolving Credit Lender becomes a Revolving Credit Lender
hereunder, affects or would affect the amount of capital required
or expected to be maintained by any Revolving Credit Lender or
any Person controlling such Revolving Credit Lender, and such
Revolving Credit Lender determines (in good faith but in its sole
and absolute discretion) that the rate of return on its or such
controlling Person's capital as a consequence of the Revolving
Credit Commitments, issuance of the participation in Revolving
Credit Letters of Credit or the Revolving Credit Loans made by
such Revolving Credit Lender is reduced to a level below that
which such Revolving Credit Lender or such controlling Person
could have achieved but for the occurrence of any such
circumstance, then, in any such case upon notice from time to
time by such Revolving Credit Lender to the Revolving Credit
Borrowers (which notice such Revolving Credit Lender shall use
all commercially reasonable efforts to deliver to the Borrower
within 90 days of the occurrence of any such event and which
notice shall in any event be delivered no later than 120 days
after the annual audited financial statements are reported for
the fiscal year of such Revolving Credit Lender ended following
the payment and performance in full of all Obligations, the
termination of all Commitments and the expiration of all
Revolving Credit Letters of Credit), the Revolving Credit
Borrowers shall be jointly and severally obligated to immediately
pay directly to such Revolving Credit Lender additional amounts
sufficient to compensate such Revolving Credit Lender or such
controlling Person for such reduction in rate of return.  A
statement of such Revolving Credit Lender as to any such
additional amount or amounts (including calculations thereof in
reasonable detail) shall be sent by such Revolving Credit Lender
to the Revolving Credit Borrowers and shall, in the absence of
manifest error, be conclusive and binding on the Revolving Credit
Borrowers.  In determining such amount, such Revolving Credit
Lender may use any method of averaging and attribution that it
(in its sole and absolute discretion) shall deem applicable.

SECTION 5.6.  Taxes.

          (a)  All payments by the Revolving Credit Borrowers of
principal of, and interest on, or other amounts in respect of,
the Revolving Credit Loans and all other amounts payable
hereunder (including fees) and the Revolving Credit Notes shall
be made free and clear of and without deduction for any Taxes,
except to the extent that any such withholdings or deductions are
required by applicable law, rule or regulations.  In that event,
the Revolving Credit Borrowers shall be jointly and severally
obligated to

                    (i)  pay directly to the relevant authority
          the full amount of Taxes required to be so withheld or
          deducted;

                    (ii)  promptly forward to the Administrative
          Agent an official receipt or other documentation
          reasonably satisfactory to the Administrative Agent
          evidencing such payment to such authority; and

                    (iii)  if such Taxes are Covered Taxes, pay
          to the Administrative Agent for the account of the
          Revolving Credit Lenders such additional amount or
          amounts as is necessary to ensure that the net amount
          actually received by each Revolving Credit Lender will
          equal the full amount such Revolving Credit Lender
          would have received had no such withholding or
          deduction been required.

In addition, if the Revolving Credit Borrowers, any Revolving
Credit Lender, or the Administrative Agent is required by law at
any time to pay any Covered Tax on, or calculated by reference
to, any sum received or receivable by or on behalf of any
Revolving Credit Lender or the Administrative Agent under this
Agreement or any Notes, then (i) with respect solely to any such
requirement with respect to a Revolving Credit Lender or the
Administrative Agent, any applicable Revolving Credit Lender or
the Administrative Agent shall, as promptly as practicable
following such Person having notice of such requirement, give
notice to the Revolving Credit Borrowers of such requirement and
(ii) the Revolving Credit Borrowers shall be jointly and
severally obligated, promptly after having received such notice,
to pay or procure the payment of such Covered Tax.  If any the
Revolving Credit Borrower pays any such Covered Taxes as required
by the immediately preceding sentence, then such Revolving Credit
Borrower will promptly forward to the Administrative Agent an
official receipt or other documentation reasonably satisfactory
to the Administrative Agent evidencing such payment of Covered
Taxes to the relevant taxing authority.  Without prejudice to the
preceding provisions, if the Administrative Agent or any
Revolving Credit Lender is required by law to make any payment on
account of Covered Taxes on or in relation to any sum received
under this Agreement or any Note, or any liability for Covered
Taxes in respect of any such sum is imposed, levied or assessed
against any Revolving Credit Lender or the Administrative Agent,
the Revolving Credit Borrowers will indemnify each such Revolving
Credit Lender and the Administrative Agent for the full amount of
Covered Taxes paid by such Revolving Credit Lender or the
Administrative Agent (as the case may be), whether or not such
Covered Taxes were correctly or legally asserted.  Such
indemnification shall be made within 30 days of the demand of the
Revolving Credit Lender or the Administrative Agent therefor.  In
addition, if any the Revolving Credit Borrower fails to remit to
the Administrative Agent, for the account of the respective
Revolving Credit Lenders, the required receipts or other required
documentary evidence of its payment of any Taxes, the Revolving
Credit Borrowers shall, jointly and severally, indemnify the
Administrative Agent and the Revolving Credit Lenders for any
incremental Taxes, interest or penalties that may become payable
by the Administrative Agent and any Revolving Credit Lender as a
result of any such failure.  For purposes of this Section 5.6,
the transfer by the Administrative Agent or any Revolving Credit
Lender to or for the account of any Revolving Credit Lender of
any sum received from any Revolving Credit Borrower on account of
amounts required to be paid by the Revolving Credit Borrowers
hereunder in respect of Covered Taxes imposed with respect to the
recipient shall be deemed a payment by the Revolving Credit
Borrowers of such amounts.

          (b)   Each Revolving Credit Lender that is an original
signatory to this Agreement and the Administrative Agent hereby
severally (but not jointly) represent that, under applicable law
and treaties in effect as of the date of the Loans, no United
States federal income taxes will be required to be withheld by
the Administrative Agent or the Revolving Credit Borrowers with
respect to any payments to be made to such Person in respect of
this Agreement.  Each Revolving Credit Lender that is an original
signatory hereto (and each Person which becomes a Revolving
Credit Lender by assignment, transfer or participation pursuant
to Section 11.11 hereof) and the Administrative Agent (and each
Person that becomes the Administrative Agent by appointment
pursuant to Section 10.4 hereof), agrees severally (but not
jointly) that, on or prior to the date of the Revolving Credit
Loans (or on or prior to the date of such assignment, transfer or
appointment, as the case may be) it will in each case deliver to
the Revolving Credit Borrowers and the Administrative Agent the
following:

                    (i)  in the case of a Person other than a Non-
          U.S. Revolving Credit Lender, two copies of a statement
          certifying that such Person is a U.S. Person, which
          statement shall contain the address, if any, of such
          Person's office or place of business in the United
          States, and shall be signed by an authorized officer of
          such Person, together with two duly completed copies of
          United States Internal Revenue Service Form W-9 (or
          applicable successor form) (unless it establishes to
          the reasonable satisfaction of the Administrative Agent
          and the Revolving Credit Borrowers that it is otherwise
          eligible for an exemption from backup withholding tax
          or other applicable withholding tax), or

                    (ii)  in the case of a Non-U.S. Revolving
          Credit Lender, either (A) two duly completed copies of
          United States Internal Revenue Service Form 1001 or
          4224 (or applicable successor form) certifying in each
          case that such Person is entitled to receive payments
          under this Agreement and the Revolving Credit Notes
          payable to it without deduction or withholding of any
          United States federal income taxes and two duly
          completed copies of United States Internal Revenue
          Service Form W-8 or Form W-9 (or applicable successor
          form) or (B) in the case of an assignee Revolving
          Credit Lender that is not a "bank" within the meaning
          of Section 881(c)(3)(A) of the Code and that does not
          comply with the requirements of clause (i) hereof, then
          a statement in the form of statement in substantially
          the form of Exhibit M hereto (an "Exemption
          Certificate") to the effect that such assignee
          Revolving Credit Lender is eligible for a complete
          exemption from withholding of United States withholding
          tax under Section 871(h) or Section 881(c) of the Code
          and two duly completed and signed original copies of
          Internal Revenue Service Form W-8.

Each Person who delivers to the Revolving Credit Borrowers and
the Administrative Agent a Form W-8, W-9, 1001 or 4224, or
applicable successor form, pursuant to this clause, further
undertakes to deliver to the Revolving Credit Borrowers and the
Administrative Agent two further copies of said Form W-8, W-9,
1001, 4224, or applicable successor form, or other manner of
certification, as the case may be, on or before the date that any
such form expires or becomes obsolete or after the occurrence of
any event requiring a change in the most recent form previously
delivered by it to the Revolving Credit Borrowers, and such
extensions or renewals thereof as may reasonably be requested by
the Revolving Credit Borrowers, certifying that such Person is
entitled to receive payments under this Agreement without
deduction or withholding of any United States federal income
taxes, unless in any such case any change in law, rule,
regulation, treaty or directive, or in the interpretation or
application thereof (a "Law Change"), has occurred prior to the
date on which any such delivery would otherwise be required,
which Law Change renders any such form inapplicable or which
would prevent such Person from duly completing and delivering any
such form with respect to it.

The Revolving Credit Borrowers shall not be required to indemnify
any Non-U.S. Revolving Credit Lender, or pay any additional
amounts to any Non-U.S. Revolving Credit Lender, in respect of
United States Federal withholding tax pursuant to clause (a)
above to the extent that the obligation to pay such additional
amounts would not have arisen but for a failure by such Non-U.S.
Revolving Credit Lender to comply with this clause (b); provided,
however, that this clause (b) shall not limit the indemnity
obligations of the Revolving Credit Borrowers to the
Administrative Agent.

Any Revolving Credit Lender claiming any indemnity payment or
additional amounts payable pursuant to this Section 5.6 shall
file any certificate or document reasonably requested in writing
by the Borrower if the making of such a filing would avoid the
need for or reduce the amount of any such indemnity payment or
additional amount which may thereafter accrue and would not, in
the determination of such Revolving Credit Lender, be otherwise
disadvantageous to such Revolving Credit Lender.

          (c)  The agreements in this Section shall survive the
termination of this Agreement and the payment of the Revolving
Credit Notes and all other amounts payable hereunder.

     SECTION 5.7.  Payments, Computations, etc. Unless otherwise
expressly provided, all payments by the Revolving Credit Loan
Borrowers pursuant to this Agreement, the Revolving Credit Notes,
or any other Revolving Credit Loan Document shall be made by the
Revolving Credit Borrowers to the Administrative Agent for the
pro rata account of the Revolving Credit Lenders entitled to
receive such payment.  All such payments required to be made to
the Administrative Agent shall be made, without setoff, deduction
or counterclaim, not later than 12:00 noon, New York City time,
on the date due, in same day or immediately available funds, to
such account as the Administrative Agent shall specify from time
to time by notice to the Revolving Credit Borrowers.  Funds
received after that time shall be deemed to have been received by
the Administrative Agent on the next succeeding Business Day.
The Administrative Agent shall promptly remit on the day it has
received (or is deemed to have received under the preceding
sentence) in same day funds to each Revolving Credit Lender its
share, if any, of such payments received by the Administrative
Agent for the account of such Revolving Credit Lender.  All
interest (including interest on LIBO Rate Loans) and fees shall
be computed on the basis of the actual number of days (including
the first day but excluding the last day) occurring during the
period for which such interest or fee is payable over a year
comprised of 360 days (or, in the case of interest on a Base Rate
Loan (calculated at other than the Federal Funds Rate), 365 days
or, if appropriate, 366 days).  Whenever any payment to be made
shall otherwise be due on a day which is not a Business Day, such
payment shall (except as otherwise required by clause (c) of the
definition of the term "Interest Period") be made on the next
succeeding Business Day and such extension of time shall be
included in computing interest and fees, if any, in connection
with such payment.

     SECTION 5.8.  Sharing of Payments. If any Revolving Credit
Lender shall obtain any payment or other recovery (whether
voluntary, involuntary, by application of setoff or otherwise) on
account of any Revolving Credit Loan (other than pursuant to the
terms of Section 5.3, 5.4, 5.5 or 5.6) in excess of its pro rata
share of payments then or therewith obtained by all Revolving
Credit Lenders, such Revolving Credit Lender shall purchase from
the other Revolving Credit Lenders such participations in
Borrowings made by them as shall be necessary to cause such
purchasing Revolving Credit Lender to share the excess payment or
other recovery ratably with each of them; provided, however, that
if all or any portion of the excess payment or other recovery is
thereafter recovered from such purchasing Revolving Credit
Lender, the purchase shall be rescinded and each Revolving Credit
Lender which has sold a participation to the purchasing Revolving
Credit Lender shall repay to the purchasing Revolving Credit
Lender the purchase price to the ratable extent of such recovery
together with an amount equal to such selling Revolving Credit
Lender's ratable share (according to the proportion of

          (a)  the amount of such selling Revolving Credit
Lender's required repayment to the purchasing Revolving Credit
Lender

to

          (b)  total amount so recovered from the purchasing
Revolving Credit Lender)

of any interest or other amount paid or payable by the purchasing
Revolving Credit Lender in respect of the total amount so
recovered.  The Revolving Credit Borrowers agree that any
Revolving Credit Lender so purchasing a participation from
another Revolving Credit Lender pursuant to this Section may, to
the fullest extent permitted by law, exercise all its rights of
payment (including pursuant to Section 5.9) with respect to such
participation as fully as if such Revolving Credit Lender were
the direct creditor of the Revolving Credit Borrowers in the
amount of such participation.  If under any applicable
bankruptcy, insolvency or other similar law, any Revolving Credit
Lender receives a secured claim in lieu of a setoff to which this
Section applies, such Revolving Credit Lender shall, to the
extent practicable, exercise its rights in respect of such
secured claim in a manner consistent with the rights of the
Revolving Credit Lenders entitled under this Section to share in
the benefits of any recovery on such secured claim.

     SECTION 5.9.  Setoff.  Each Revolving Credit Lender shall,
upon the occurrence and during the continuance of any Event of
Default described in clauses (a) through (d) of Section 9.1.9,
or, with the consent of the Required Revolving Credit Lenders,
upon the occurrence and during the continuance of any other Event
of Default, have the right to appropriate and apply to the
payment of all Revolving Credit Obligations then due and payable
to it (whether as a result of stated maturity, acceleration or
otherwise) and after giving effect to the operation of Section
5.8, and (as security for such Revolving Credit Obligations) each
Revolving Credit Borrower hereby grants to each Revolving Credit
Lender a continuing security interest in, any and all balances,
credits, deposits, accounts or moneys of such Revolving Credit
Borrower then or thereafter maintained with such Revolving Credit
Lender; provided, however, that any such appropriation and
application shall be subject to the provisions of Section 5.8.
Each Revolving Credit Lender agrees promptly to notify the
Revolving Credit Borrowers and the Administrative Agent after any
such setoff and application made by such Revolving Credit Lender;
provided, however, that the failure to give such notice shall not
affect the validity of such setoff and application.  The rights
of each Revolving Credit Lender under this Section are in
addition to other rights and remedies (including other rights of
setoff under applicable law or otherwise) which such Revolving
Credit Lender may have.

     SECTION 5.10.  Replacement of Revolving Credit Lenders.
Each Revolving Credit Lender hereby severally agrees as set forth
in this Section:

          (a)  If any Revolving Credit Lender (a "Subject
Lender") makes demand upon any Revolving Credit Borrower for (or
if any Revolving Credit Borrower is otherwise required to pay)
amounts pursuant to Section 5.3, 5.5 or 5.6, or gives notice
pursuant to Section 5.1 requiring a conversion of such Subject
Lender's LIBO Rate Loans to Base Rate Loans, or if such Subject
Lender defaults in its obligation to fund Borrowings hereunder,
such Revolving Credit Borrower may, within 90 days of receipt by
such Revolving Credit Borrower of such demand or notice, or the
occurrence of such other event causing such Revolving Credit
Borrower to be required to pay such compensation), or the
occurrence of such default, as the case may be, give notice (a
"Replacement Notice") in writing to the Syndication Agent and
such Subject Lender of its intention to replace such Subject
Lender with a financial institution designated in such
Replacement Notice.  If the Syndication Agent shall, in the
exercise of its reasonable discretion and within 30 days of its
receipt of such Replacement Notice, notify the Revolving Credit
Borrowers and such Subject Lender in writing that the designated
financial institution is reasonably satisfactory to the
Syndication Agent, then such Subject Lender shall, subject to the
payment of any amounts due pursuant to Section 5.4, assign, in
accordance with Section 11.11.1, all of its Revolving Credit
Commitments, Revolving Credit Loans, Revolving Credit Notes and
other rights and obligations under this Agreement and all other
Revolving Credit Loan Documents to such designated financial
institution; provided, however, that (i) such assignment shall be
without recourse, representation or warranty (other than that
such Revolving Credit Lender owns the Revolving Credit
Commitments, Revolving Credit Loans and Revolving Credit Notes
being assigned, free and clear of any Liens) and shall be on
terms and conditions reasonably satisfactory to such Subject
Lender and such designated financial institution and (ii) the
purchase price paid by such designated financial institution
shall be in the amount of such Subject Lender's Revolving Credit
Loans, together with all accrued and unpaid interest and fees in
respect thereof, plus all other amounts (other than the amounts
demanded and unreimbursed under Sections 5.3, 5.5 and 5.6, which
shall be payable upon demand by the Revolving Credit Borrowers),
owing to such Subject Lender hereunder.


ARTICLE VI
CONDITIONS PRECEDENT

     SECTION 6.1.  Initial Revolving Credit Extension.  The
obligations of the Revolving Credit Lenders to make the initial
Revolving Credit Extension shall be subject to the prior or
concurrent satisfaction of each of the conditions precedent set
forth in this Section 6.1.

     SECTION 6.1.1.  Resolutions, etc.  The Collateral Agent
shall have received from each Revolving Credit Obligor (i) a copy
of a good standing certificate, dated a date reasonably close to
the Closing Date, for each such Person and (ii) a certificate,
dated the Closing Date and with counterparts for each Revolving
Credit Lender, duly executed and delivered by such Person's
Secretary or Assistant Secretary as to

          (a)  resolutions of each such Person's Board of
Directors then in full force and effect authorizing the credit
extensions to be made pursuant to the Revolving Credit Agreement
and the execution, delivery and performance of this Agreement,
the Revolving Credit Notes and each other Revolving Credit
Document to be executed by such Person;

          (b)  the incumbency and signatures of those of its
officers or managing members authorized to act with respect to
this Agreement, the Revolving Credit Notes and each other
Revolving Credit Document to be executed by such Person; and

          (c)  the full force and validity of each Organic
Document of such Person and copies thereof,

upon which certificates each Agent, the Collateral Agent and each
Revolving Credit Lender may conclusively rely until it shall have
received a further certificate of the Secretary, Assistant
Secretary or other duly authorized representative of any such
Person canceling or amending the prior certificate of such
Person.

     SECTION 6.1.2.  Refinancing Consummated.  Each of the
conditions precedent set forth in Section 5.1 of the Term Loan
Agreement to the obligations of the Term Loan Lenders to make the
Term Loans shall have been satisfied in full, and the Refinancing
shall have been consummated in accordance with the Term Loan
Agreement.

     SECTION 6.1.3.  Payment of Outstanding Indebtedness, etc.
All Indebtedness under the Existing Revolving Credit Agreement,
together with all interest, all prepayment premiums and other
amounts due and payable with respect thereto, shall have been
paid in full from proceeds of the Revolving II Credit Loans and
the Term Loans and the Commitments in respect of such
Indebtedness shall have been terminated in full, and all Liens
securing payment of any such Indebtedness have been released and
the Collateral Agent shall have received all Uniform Commercial
Code Form UCC-3 termination statements or other instruments as
may be suitable or appropriate in connection therewith.

     SECTION 6.1.4.  Guaranty.  The Collateral Agent shall have
received, with counterparts for each Agent and Revolving Credit
Lender, executed counterparts of (a) the Guaranty, dated as of
the date hereof (the "SFC Guaranty"), substantially in the form
of Exhibit I-1 hereto and duly executed by the Term Loan Borrower
and (b) the Guaranty, dated as of the date hereof (the
"Subsidiary Guaranty"), substantially in the form of Exhibit I-2
hereto and duly executed by each Subsidiary Guarantor.

     SECTION 6.1.5.  Pledge Agreement.  The Collateral Agent
shall have received, with executed counterparts for each Agent
and Revolving Credit Lender, of (a) the Pledge Agreement, dated
as of the date hereof (the "Revolving Credit Borrowers Pledge
Agreement"), substantially in the form of Exhibit J-1 hereto and
duly executed by each Revolving Credit Borrower and (b) the
Pledge Agreement, dated as of the date hereof (the "Subsidiary
Pledge Agreement"), substantially in the form of Exhibit J-2
hereto and duly executed by each Subsidiary of the Term Loan
Borrower (other than any Inactive Subsidiary and the Receivables
Subsidiary), together with the certificates, evidencing all of
the issued and outstanding shares of capital stock pledged
pursuant to the Pledge Agreements, which certificates shall in
each case be accompanied by undated stock powers duly executed in
blank, or, if any securities pledged pursuant to any Pledge
Agreement are uncertificated securities, or are held through a
financial intermediary, the Collateral Agent shall have received
confirmation and evidence satisfactory to it that appropriate
book entries have been made in the relevant books or records of a
financial intermediary or the issuer of such securities, as the
case may be, or other appropriate steps have been taken under
applicable law resulting in the perfection of the security
interest granted in favor of the Collateral Agent in such
securities pursuant to the terms of the applicable Revolving
Credit Pledge Agreement provided, however, that no Revolving
Credit Borrower shall be required to pledge in excess of 65% of
the outstanding voting stock of any Non-U.S. Subsidiary.  If any
securities pledged pursuant to the Revolving Credit Borrowers
Pledge Agreement or any Subsidiary Pledge Agreement are
uncertificated securities or are held through a financial
intermediary, the Collateral Agent shall have received
confirmation and evidence satisfactory to it that appropriate
book entries have been made in the relevant books or records of a
financial intermediary or the issuer of such securities, as the
case may be, or other appropriate steps have been taken under
applicable law resulting in the perfection of the security
interest granted in favor of the Collateral Agent in such
securities pursuant to the terms of the Revolving Credit
Borrowers Pledge Agreement or such Subsidiary Pledge Agreement.

     SECTION 6.1.6.  Security Agreement.  The Collateral Agent
shall have received, with counterparts for each Agent and
Revolving Credit Lender, executed counterparts of (a) the
Security Agreement, dated as of the date hereof (the "Revolving
Credit Borrowers Security Agreement"), substantially in the form
of Exhibit K-1 hereto and duly executed by each Revolving Credit
Borrower and (b) the Security Agreement, dated as of the date
hereof (the "Subsidiary Security Agreement"), substantially in
the form of Exhibit K-2 hereto and duly executed by each U.S.
Subsidiary of a Revolving Credit Borrower (other than any
Inactive Subsidiary), together with

          (a)  acknowledgment copies of properly filed Uniform
Commercial Code financing statements (Form UCC-1) or such other
evidence of filing as may be acceptable to the Collateral Agent,
naming each Revolving Credit Borrower and each of their
respective Subsidiaries (other than any Inactive Subsidiary) as
the debtors and the Collateral Agent as the secured party, or
other similar instruments or documents, filed under the Uniform
Commercial Code of all jurisdictions as may be necessary or, in
the opinion of the Collateral Agent, desirable to perfect the
security interest of the Collateral Agent pursuant to the
Security Agreement;

          (b)  executed copies of proper Uniform Commercial Code
Form UCC-3 termination statements, if any, necessary to release
all Liens and other rights of any Person

                    (i)  in any collateral described in the
          Security Agreement previously granted by any Person,
          and

                    (ii)  securing any of the Indebtedness
          identified in Item 8.2.2(b) ("Indebtedness to be Paid")
          of the Disclosure Schedule,

together with such other Uniform Commercial Code Form UCC-3
termination statements as the Collateral Agent may reasonably
request from such Revolving Credit Obligors; and

          (c)  certified copies of Uniform Commercial Code
Requests for Information or Copies (Form UCC-11), or a similar
search report certified by a party acceptable to the Collateral
Agent, dated a date reasonably near to the date of the initial
Borrowing, listing all effective financing statements which name
the Revolving Credit Borrower (under its present name and any
previous names) as the debtor and which are filed in the
jurisdictions in which filings were made pursuant to clause (a)
above, together with copies of such financing statements (none of
which (other than those described in clause (a), if such Form UCC-
11 or search report, as the case may be, is current enough to
list such financing statements described in clause (a)) shall
cover any collateral described in the Security Agreement).

     SECTION 6.1.7.  Mortgages.  The Collateral Agent shall have
received, with counterparts for each Agent and Revolving Credit
Lender, executed counterparts of each Revolving Credit Mortgage,
dated as of the date hereof, duly executed by each Revolving
Credit Borrower and their respective Subsidiaries together with

          (a)  evidence of the completion (or satisfactory
arrangements for the completion) of all recordings and filings of
the Revolving Credit Mortgage as may be necessary or, in the
reasonable opinion of the Collateral Agent, desirable effectively
to create a valid, perfected first priority Lien against the
properties purported to be covered thereby;

          (b)  mortgagee's title insurance policies in favor of
the Collateral Agent and the Revolving Credit Lenders in amounts
and in form and substance and issued by insurers, reasonably
satisfactory to the Collateral Agent, with respect to the
property purported to be covered by the Revolving Credit
Mortgage, insuring that title to such property is marketable and
that the interests created by the Revolving Credit Mortgage
constitute valid first priority Liens thereon free and clear of
all defects and encumbrances, subject to the Liens permitted by
Section 7.2.4 of the Term Loan Agreement or as otherwise approved
by the Collateral Agent, and such policies shall also include a
revolving credit endorsement and such other endorsements as the
Collateral Agent shall reasonably request and shall be
accompanied by evidence of the payment in full of all premiums
thereon; and

          (c)  such other approvals, opinions, or documents as
the Collateral Agent may reasonably request.

     SECTION 6.1.8.  Perfection Certificate.  The Collateral
Agent shall have received Perfection Certificates, dated the date
of the date hereof, duly executed and delivered by an Authorized
Officer of each Revolving Credit Borrower.

     SECTION 6.1.9.  Opinions of Counsel.  The Collateral Agent
shall have received the following opinions, dated the Closing
Date and addressed to the Agents, the Collateral Agent and all
Revolving Credit Lenders:

          (a)  the executed legal opinion of Paul, Weiss,
Rifkind, Wharton and Garrison, special New York counsel to the
Term Loan Borrower and the Revolving Credit Borrowers,
substantially in the form of Exhibit F-1 hereto;

          (b)  the executed legal opinion of Robert Aiken, Vice
President and General Counsel of the Term Loan Borrower and the
Revolving Credit Borrowers, substantially in the form of Exhibit
F-2 hereto; and

          (c)  the executed legal opinions of local counsel
(acceptable to the Collateral Agent) to the Revolving Credit
Obligors in each jurisdiction which the Collateral Agent may
reasonably request, and substantially in the form of Exhibit F-3
hereto.

Each such legal opinion shall cover such other matters incident
to the transactions contemplated by this Agreement as the
Collateral Agent may reasonably require.

     SECTION 6.1.10.  Issuance Request.  The Agents and the
Issuer shall have received one or more Issuance Requests, as
required by Section 4.1, appropriately completed and duly
executed and delivered by an Authorized Officer of the applicable
Revolving Credit Borrower.

     SECTION 6.1.11.  Closing Fees, Expenses, etc.  The Agents
and the Arranger shall have received, each for its own account,
or, in the case of the Administrative Agent, for the account of
each Revolving Credit Lender, as the case may be, all fees, costs
and expenses due and payable pursuant to Sections 3.3 and 11.3,
if then invoiced.

     SECTION 6.2.  All Revolving Credit Extensions.  The
obligation of each Revolving Credit Lender to make any Revolving
Credit Extension (including the initial Revolving Credit
Extension) shall be subject to the satisfaction of each of the
conditions precedent set forth in this Section 6.2.

     SECTION 6.2.1.  Compliance with Warranties, No Default, etc.
Both before and after giving effect to any Revolving Credit
Extension (but, if any Default of the nature referred to in
Section 9.1.5 shall have occurred with respect to any other
Indebtedness, without giving effect to the application, directly
or indirectly, of the proceeds of any Borrowing) the following
statements shall be true and correct:

          (a)  the representations and warranties set forth in
Article VI of the Term Loan Agreement as in effect on the date
hereof, unless the Required Revolving Credit Lenders shall
otherwise consent (excluding, however, those contained in Section
6.7 of the Term Loan Agreement as in effect on the date hereof,
unless the Required Revolving Credit Lenders shall otherwise
consent) shall be true and correct with the same effect as if
then made (unless stated to relate solely to an early date, in
which case such representations and warranties shall be true and
correct as of such earlier date);

          (b)  except as disclosed by any Revolving Credit
Borrower to the Syndication Agent and the Revolving Credit
Lenders pursuant to Section 6.7 of the Term Loan Agreement as in
effect on the date hereof, unless the Required Revolving Credit
Lenders shall otherwise consent

                    (i)  no labor controversy, litigation,
          arbitration or governmental investigation or proceeding
          shall be pending or, to the knowledge of any Revolving
          Credit Borrower, threatened against any Revolving
          Credit Borrower or any of its Subsidiaries which could
          reasonably be expected to materially adversely affect
          the consolidated businesses, operations, assets,
          revenues, properties or prospects of the Term Loan
          Borrower, the Revolving Credit Borrowers or any of
          their Subsidiaries or which purports to affect the
          legality, validity or enforceability of this Agreement,
          the Notes or any other Revolving Credit Document; and

                    (ii)  no development shall have occurred in
          any labor controversy, litigation, arbitration or
          governmental investigation or proceeding disclosed
          pursuant to Section 6.7 of the Term Loan Agreement as
          in effect on the date hereof, unless the Required
          Revolving Credit Lenders shall otherwise consent, which
          could reasonably be expected to have a Material Adverse
          Effect; and

          (c)  no Default shall have then occurred and be
continuing, and neither any Revolving Credit Borrower, any other
Revolving Credit Obligor, nor any of their respective
Subsidiaries are in material violation of any law or governmental
regulation or court order or decree.

     SECTION 6.2.2.  Credit Request.  The Administrative Agent
shall have received a Borrowing Request or Issuance Request, as
the case may be, for such Revolving Credit Extension.  Each of
the delivery of a Borrowing Request or an Issuance Request and
the acceptance by the applicable Revolving Credit Borrower of the
proceeds of the Borrowing or the issuance of the Revolving Credit
Letter of Credit, as applicable, shall constitute a
representation and warranty by each Revolving Credit Borrower
that on the date of such Borrowing (both immediately before and
after giving effect to such Borrowing and the application of the
proceeds thereof) or the issuance of the Revolving Credit Letter
of Credit, as applicable, the statements made in Section 6.2.1
are true and correct.

     SECTION 6.2.3.  Satisfactory Legal Form.  All documents
executed or submitted pursuant hereto by or on behalf of any
Revolving Credit Borrower or any of its Subsidiaries or any other
Revolving Credit Obligors shall be satisfactory in form and
substance to the Collateral Agent and its counsel; the Collateral
Agent and its counsel shall have received all information,
approvals, opinions, documents or instruments as the Collateral
Agent or its counsel may reasonably request.


ARTICLE VII
REPRESENTATIONS AND WARRANTIES

     In order to induce the Revolving Credit Lenders, the Agents
and the Collateral Agent to enter into this Agreement and to make
Revolving Credit Loans and issue Revolving Credit Letters of
Credit hereunder, the Revolving Credit Borrowers jointly and
severally hereby (i) represent and warrant to the Agents, the
Collateral Agent and each Revolving Credit Lender that each of
the representations and warranties set forth in Article VI of the
Term Loan Agreement as in effect the date hereof, unless the
Required Revolving Credit Lenders shall otherwise consent, is
true and correct on and as of the Closing Date and on the dates
and to the extent provided in  Section 6.2 and (ii) agree that
such representations and warranties are by this reference deemed
incorporated herein mutatis mutandis, as if set forth at length
herein, notwithstanding the termination of the Term Loan
Agreement.


ARTICLE VIII
COVENANTS

     SECTION 8.1.  Affirmative Covenants.  The Revolving Credit
Borrowers jointly and severally agree with the Agents and the
Collateral Agent and each Revolving Credit Lender that, until all
Revolving Credit Commitments have terminated and all Revolving
Credit Obligations have been paid and performed in full, each of
the Revolving Credit Borrowers will perform the obligations set
forth in this Section 8.1.

     SECTION 8.1.1.  Affirmative Covenants in Term Loan
Agreement.  Each Revolving Credit Borrower hereby agrees (on a
joint and several basis with each of the other Revolving Credit
Borrowers) that, unless and until the Revolving Credit
Obligations have been paid and performed in full, the Revolving
Credit Commitments have terminated and the Revolving Credit
Letters of Credit have (x) expired or been returned to the
Issuers or (y) been cash collateralized to the reasonable
satisfaction of the Agents and the Issuer, such Revolving Credit
Borrower shall not, and shall not permit any of its Subsidiaries
to, take any action, and shall refrain from taking action, that
would result in a violation of the covenants of the Term Loan
Borrower contained in Section 7.1 of the Term Loan Agreement as
in effect on the date hereof, notwithstanding the termination of
the Term Loan Agreement, unless the Required Revolving Credit
Lenders shall otherwise consent.  Each such agreement, covenant
and obligation contained in Section 7.1 of the Term Loan
Agreement and all other terms of the Term Loan Agreement and the
documents executed in connection therewith to which reference is
made therein, together with all related definitions and ancillary
provisions, each as in effect on the date hereof, is hereby
incorporated into this Agreement by reference as though
specifically set forth in this Section 8.1.1, and each such
agreement, covenant and obligation shall, for purposes hereof,
survive the termination of the Term Loan Agreement.

     SECTION 8.1.2.  Use of Proceeds.  Each Revolving Credit
Borrower shall apply the proceeds of the Revolving Credit Loans
for general corporate and working capital purposes of such
Revolving Credit Borrower and its Subsidiaries.

     SECTION 8.1.3.  Additional Collateral.

          (a)  Upon any Person becoming, after the date hereof,
either a direct or indirect Subsidiary of any Revolving Credit
Borrower, or upon any Revolving Credit Borrower directly or
indirectly acquiring additional Capital Stock of any existing
Subsidiary having voting rights or contingent voting rights, such
Revolving Credit Borrower shall notify the Collateral Agent of
such acquisition, and, within 45 days thereafter, unless
otherwise agreed to among such Revolving Credit Borrower, the
Collateral Agent and the Required Revolving Credit Lenders,

                    (i)  subject to the last sentence of this
          Section, such Person shall, if it is a U.S. Subsidiary,
          (i) execute and deliver to the Collateral Agent a copy
          of (A) the Subsidiary Guaranty and (B) the Subsidiary
          Security Agreement and (ii) to the extent such U.S.
          Subsidiary is required to pledge stock of a Subsidiary
          pursuant to clause (a)(ii) of this Section 8.1.3,
          become a party to the Subsidiary Pledge Agreement, if
          not already a party thereto as a pledgor, in a manner
          satisfactory to the Collateral Agent;

                    (ii)  subject to the last sentence of this
          Section, such Revolving Credit Borrower and each U.S.
          Subsidiary shall, pursuant to the Subsidiary Pledge
          Agreement (as supplemented, if necessary, by a Foreign
          Pledge Agreement), pledge to the Collateral Agent, for
          its benefit and that of the Agents and the Revolving
          Credit Lenders and the Issuers, all of the outstanding
          shares of capital stock of (i) any Subsidiary owned
          directly by the Borrower or such Subsidiary (provided,
          that, subject to the last sentence of this Section, not
          more than 65% of the capital stock of any non-U.S.
          Subsidiary shall be so pledged), along with undated
          stock powers for such certificates, executed in blank
          (or, if any such shares of capital stock are
          uncertificated, confirmation and evidence satisfactory
          to the Collateral Agent that the security interest in
          such uncertificated securities has been transferred to
          and perfected by the Collateral Agent, for the benefit
          of the Agents and the Revolving Credit Lenders and the
          Issuers, in accordance with Section 9-115 of the U.C.C.
          or any other similar or local or foreign law which may
          be applicable); and

                    (iii)  subject to the last sentence of this
          Section, such Revolving Credit Borrower and each U.S.
          Subsidiary shall, pursuant to the Subsidiary Pledge
          Agreement, pledge to the Collateral Agent for its
          benefit and that of the Agents and the Revolving Credit
          Lenders and the Issuer, all intercompany notes
          evidencing Indebtedness in favor of such Revolving
          Credit Borrower or such U.S. Subsidiary (which shall,
          unless the Collateral Agent shall otherwise agree, be
          in the form of Exhibit A to the Subsidiary Pledge
          Agreement), as the case may be;

together, in each case, with such opinions of legal counsel for
such Revolving Credit Borrower relating thereto, which legal
opinions shall be in form and substance reasonably satisfactory
to the Collateral Agent.  Each Revolving Credit Borrower agrees
that if, as a result of a change in law after the date hereof,
(i) a non-U.S. Subsidiary of any Revolving Credit Borrower is
permitted to execute and deliver the Subsidiary Guaranty or
become a party to the Subsidiary Pledge Agreement as a pledgor or
(ii) any Revolving Credit Borrower or any Subsidiary thereof  is
permitted to pledge more than 65% of the capital stock of any non-
U.S. Subsidiary or any intercompany Indebtedness of any direct
and indirect Subsidiary of any Revolving Credit Borrower
evidenced by a note or other instrument, in any such case without
material adverse tax consequences to such Revolving Credit
Borrower or such Subsidiary, then the provisions of clause (a)(i)
of this Section 8.1.3 shall thereafter apply to any non-U.S.
Subsidiary and/or (as the case may be) the provisions of clause
(a)(ii) of this Section 8.1.3 shall thereafter apply to 100% of
the capital stock of such non-U.S. Subsidiary.

          (b)  Each Revolving Credit Borrower shall, and shall
cause each of its U.S. Subsidiaries to, unless otherwise agreed
to by such Revolving Credit Borrower, the Collateral Agent and
the Required Revolving Credit Lenders, cause the Collateral
Agent, the Issuers and the Revolving Credit Lenders to have at
all times a first priority perfected security interest (subject
only to Liens and encumbrances permitted under Section 7.2.4 of
the Term Loan Agreement as in effect on the date hereof, unless
the Required Revolving Credit Lenders shall otherwise consent) in
all of the property (real and personal) hereafter acquired from
time to time by such Revolving Credit Borrower and such U.S.
Subsidiaries (other than the Receivables Subsidiary) to the
extent the same constitutes or would constitute "Collateral"
under each of the Security Agreements and under each of the
Revolving Credit Mortgages.  Without limiting the generality of
the foregoing, each Revolving Credit Borrower shall, and shall
cause each of its U.S. Subsidiaries (other than the Receivables
Subsidiary) to, execute, deliver and/or file (as applicable) or
cause to be executed, delivered and/or filed (as applicable), the
Subsidiary Pledge Agreement, the Subsidiary Security Agreement,
Uniform Commercial Code (Form UCC-1) financing statements,
Uniform Commercial Code (Form UCC-3) termination statements, and
other documentation necessary to grant and perfect such security
interest, in each case in form and substance reasonably
satisfactory to the Collateral Agent together, in each case, with
such opinions of legal counsel for the applicable Revolving
Credit Borrower relating thereto, which legal opinions shall be
in form and substance reasonably satisfactory to the Collateral
Agent.

     SECTION 8.2.  Negative Covenants.  The Revolving Credit
Borrowers jointly and severally agree with the Agents and the
Collateral Agent and each Revolving Credit Lender that, until all
Revolving Credit Commitments have terminated and all Revolving
Credit Obligations have been paid and performed in full, each of
the Revolving Credit Borrowers will perform the obligations set
forth in this Section 8.2.

     SECTION 8.2.1.  Negative Covenants in Term Loan Agreement.
Each Revolving Credit Borrower hereby agrees (on a joint and
several basis with each of the other Revolving Credit Borrowers)
that, unless and until the Revolving Credit Obligations have been
paid and performed in full, the Revolving Credit Commitments have
terminated and the Revolving Credit Letters of Credit have (x)
expired or been returned to the Issuers or (y) been cash
collateralized to the reasonable satisfaction of the Agents and
the Issuer, such Revolving Credit Borrower shall not, and shall
not permit any of its Subsidiaries to, take any action, and shall
refrain from taking action, that would result in a violation of
the covenants of the Term Loan Borrower contained in Sections 7.2
and 7.3 of the Term Loan Agreement, notwithstanding the
termination of the Term Loan Agreement as in effect on the date
hereof, unless the Required Revolving Credit Lenders shall
otherwise consent.  Each such agreement, covenant and obligation
contained in Sections 7.2 and 7.3 of the Term Loan Agreement and
all other terms of the Term Loan Agreement and the documents
executed in connection therewith to which reference is made
therein, together with all related definitions and ancillary
provisions, each as in effect on the date hereof, is hereby
incorporated into this Agreement by reference as though
specifically set forth in this Section 8.2.1, and each such
agreement, covenant and obligation shall, for purposes hereof,
survive the termination of the Term Loan Agreement.


ARTICLE IX
EVENTS OF DEFAULT

     SECTION 9.1.  Listing of Events of Default.  Each of the
following events or occurrences described in this Section 9.1
shall constitute an "Event of Default".

     SECTION 9.1.1.  Non-Payment of Obligations.  Any Revolving
Credit Borrower shall default in the payment or prepayment when
due of (a) any principal of any Revolving Credit Loan or any
Reimbursement Obligations or any deposit of cash for collateral
purposes pursuant to Section 4.5 or Section 4.7, as the case may
be, or (b) any Revolving Credit Obligor (including any Revolving
Credit Borrower) shall default in the payment when due of any
interest or commitment fee with respect to the Revolving Credit
Loans or Revolving Credit Commitments or of any other monetary
Revolving Credit Obligation and such default shall continue
unremedied for a period of three Business Days.

     SECTION 9.1.2.  Breach of Warranty.  Any representation or
warranty of any Revolving Credit Borrower or any other Revolving
Credit Obligor made or deemed to be made hereunder or in any
other Revolving Credit Document executed by it or any other
writing or certificate (including the Borrower Closing Date
Certificate) furnished by or on behalf of any Revolving Credit
Borrower or any other Revolving Credit Obligor to the Agents, the
Collateral Agent, the Arranger or any Revolving Credit Lender for
the purposes of or in connection with this Agreement or any such
other Revolving Credit Document (including any certificates
delivered pursuant to Article VI), is or shall be incorrect in
any material respect when made or deemed to have been made.

     SECTION 9.1.3.  Non-Performance of Certain Covenants and
Obligations.  Any Revolving Credit Borrower shall default in the
due performance and observance of any of its obligations under
Sections 8.1.2, 8.1.3 or 8.2.

     SECTION 9.1.4.  Non-Performance of Other Covenants and
Obligations.  Any Revolving Credit Borrower or any other
Revolving Credit Obligor shall default in the due performance and
observance of any other agreement contained herein or in any
other Revolving Credit Document executed by it, and such default
shall continue unremedied for a period of 30 days after notice
thereof shall have been given to the Revolving Credit Borrowers
by any Agent, the Collateral Agent or any Revolving Credit
Lender.

     SECTION 9.1.5.  Default on Other Indebtedness.  A default
shall occur (i) in the payment when due (subject to any
applicable grace period), whether by acceleration or otherwise,
of any Indebtedness (other than Indebtedness described in Section
9.1.1) of any Revolving Credit Borrower or any of its
Subsidiaries having a principal amount, individually or in the
aggregate, in excess of $5,000,000, or (ii) a default shall occur
in the performance or observance of any obligation or condition
with respect to such Indebtedness if the effect of such default
is to accelerate the maturity of any such Indebtedness or such
default shall continue unremedied for any applicable period of
time sufficient to permit the holder or holders of such
Indebtedness, or any trustee or agent for such holders, to cause
or declare such Indebtedness to become due and payable prior to
its expressed maturity.

     SECTION 9.1.6.  Judgments.  Any judgment or order for the
payment of money in excess of $5,000,000 (not covered by
insurance from a responsible insurance company that is not
denying its liability with respect thereto) shall be rendered
against any Revolving Credit Borrower or any of its Subsidiaries
and remain unpaid and either (i) enforcement proceedings shall
have been commenced by any creditor upon such judgment or order,
or (ii) there shall be any period of 30 consecutive days during
which a stay of enforcement of such judgment or order, by reason
of a pending appeal or otherwise, shall not be in effect.

     SECTION 9.1.7.  Pension Plans.  Any of the following events
shall occur with respect to any Pension Plan:  (i) the
termination of any Pension Plan if, as a result of such
termination, any Revolving Credit Borrower would be required to
make a contribution to such Pension Plan, or would reasonably
expect to incur a liability or obligation to such Pension Plan,
in excess of $1,000,000, or (ii) a contribution failure occurs
with respect to any Pension Plan sufficient to give rise to a
Lien under section 302(f) of ERISA in an amount in excess of
$1,000,000.

     SECTION 9.1.8.  Change in Control.  Any Change in Control
shall occur.

     SECTION 9.1.9.  Bankruptcy, Insolvency, etc. Any Revolving
Credit Borrower or any of its Subsidiaries or any other Revolving
Credit Obligor shall

          (a)  apply for, approve, consent to, or acquiesce in,
the appointment of a trustee, receiver, sequestrator or other
custodian for such Revolving Credit Borrower, any such Subsidiary
or any other Revolving Credit Obligor or any property of any
thereof, or make a general assignment for the benefit of
creditors;

          (b)  in the absence of such application, approval,
consent, acquiescence or assignment, permit or suffer to exist
the appointment of a trustee, receiver, sequestrator or other
custodian for such Revolving Credit Borrower, any such Subsidiary
or any other Revolving Credit Obligor or for a substantial part
of the property of any thereof, and (x) such trustee, receiver,
sequestrator or other custodian shall not be discharged within 60
days or (y) such Revolving Credit Borrower, any such Subsidiary
or any other Revolving Credit Obligor takes any action in
furtherance of such appointment; provided, that such Revolving
Credit Borrower, each such Subsidiary and each other Revolving
Credit Obligor hereby expressly authorizes the Collateral Agent
and each Lender to appear in any court conducting any relevant
proceeding during such 60-day period to preserve, protect and
defend their rights under the Loan Documents;

          (c)  permit or suffer to exist the commencement of any
bankruptcy, reorganization, debt arrangement or other case or
proceeding under any bankruptcy or insolvency law, or any
dissolution, winding up or liquidation proceeding, in respect of
such Revolving Credit Borrower or any of its Subsidiaries or any
other Revolving Credit Obligor (or any such Revolving Credit
Borrower, any such Subsidiary or any other Revolving Credit
Obligor shall take any action in furtherance of any of the
foregoing), and, if any such case or proceeding is not commenced
by such Revolving Credit Borrower or such  Subsidiary or such
other Revolving Credit Obligor, such case or proceeding shall be
consented to or acquiesced in by such Revolving Credit Borrower
or such  Subsidiary or such other Revolving Credit Obligor or
shall result in the entry of an order for relief or shall remain
for 60 days undismissed; provided that such Revolving Credit
Borrower, each such  Subsidiary and each other Revolving Credit
Obligor hereby expressly authorizes the Collateral Agent and
each Revolving Credit Lender to appear in any court conducting
any such case or proceeding during such 60-day period to
preserve, protect and defend their rights under the Revolving
Credit Loan Documents; or

          (d)  take any action (corporate or otherwise)
authorizing any of the foregoing; or

          (e)  become insolvent or generally fail to pay, or
admit in writing its inability or unwillingness to pay, its
debts as they become due.

     SECTION 9.1.10.  Impairment of Security, etc.  Any Revolving
Credit Security Document shall (except in accordance with its
terms), in whole or in part, cease to be effective or cease to be
the legally valid, binding and enforceable obligation any
Revolving Credit Borrower or any other Revolving Credit Obligor,
as the case may be; any Revolving Credit Borrower or any other
Revolving Credit Obligor shall, directly or indirectly, contest
in any manner such effectiveness, validity, binding nature or
enforceability; or, except as permitted under any Revolving
Credit Security Document, any Lien securing any Revolving Credit
Obligation shall, in whole or in part, cease to be a perfected
first priority Lien.

     SECTION 9.1.11.  Term Loan Agreement Event of Default.  (i)
Any Event of Default under and as defined in the Term Loan
Agreement shall have occurred and be continuing; or (ii) any
"termination event" under and as defined in the Receivables Sale
Agreement as in effect on the date hereof, or any event entitling
the Persons financing the Receivables to stop funding the
purchase of Receivables from all sellers of Receivables under any
subsequent Receivables Sale Agreement, shall have occurred and be
continuing.

     SECTION 9.2.  Action if Bankruptcy, etc.  If any Event of
Default described in clauses (a) through (d) of Section 9.1.9
shall occur with respect to any Revolving Credit Obligor, the
Revolving Credit Commitments (if not theretofore terminated)
shall automatically terminate and the outstanding principal
amount of all outstanding Revolving Credit Loans and all other
Revolving Credit Obligations shall automatically be and become
immediately due and payable, without notice or demand.

     SECTION 9.3.  Action if Other Event of Default.  If any
Event of Default (other than an Event of Default described in
clauses (a) through (d) of Section 9.1.9 with respect to any
Revolving Credit Obligor) shall occur for any reason, whether
voluntary or involuntary, and be continuing, the Administrative
Agent, upon the direction of the Required Revolving Credit
Lenders, shall by notice to the Revolving Credit Borrowers
declare all or any portion of the outstanding principal amount of
the Revolving Credit Loans and other Revolving Credit Obligations
to be due and payable, and/or declare the Revolving Credit
Commitments (if not theretofore terminated) to be terminated,
whereupon the full unpaid amount of such Revolving Credit Loans
and other Revolving Credit Obligations which shall be so declared
due and payable shall be and become immediately due and payable,
without further notice, demand or presentment, and/or, as the
case may be, the Revolving Credit Commitments shall terminate.

ARTICLE X
THE AGENTS

     SECTION 10.1.  Actions.  Each Revolving Credit Lender hereby
appoints DLJ as its Syndication Agent and Collateral Agent and
ABN as its Administrative Agent under and for purposes of this
Agreement, the Revolving Credit Notes and each other Loan
Document.  Each Revolving Credit Lender authorizes the Agents and
the Collateral Agent to act on behalf of such Revolving Credit
Lender under this Agreement, the Revolving Credit Notes and each
other Loan Document and, in the absence of other written
instructions from the Required Revolving Credit Lenders received
from time to time by the Agents and the Collateral Agent (with
respect to which each of the Agents and the Collateral Agent
agrees that it will comply, except as otherwise provided in this
Section or as otherwise advised by counsel), to exercise such
powers hereunder and thereunder as are specifically delegated to
or required of the Agents and the Collateral Agent by the terms
hereof and thereof, together with such powers as may be
reasonably incidental thereto.  Each Revolving Credit Lender
acknowledges and consents to DLJ's acting as Syndication Agent
and Collateral Agent and ABN's acting as Administrative Agent and
for the Term Loan Lenders under the Term Loan Agreement and the
other Revolving Credit Documents.  Each Revolving Credit Lender
hereby indemnifies (which indemnity shall survive any termination
of this Agreement) the Agents and the Collateral Agent, ratably
in accordance with their respective Revolving Credit Loans
outstanding and Revolving Credit Commitments (or, if no Revolving
Credit Loans or Revolving Credit Commitments are at the time
outstanding and in effect, then ratably in accordance with the
principal amount of Revolving Credit Loans held by such Revolving
Credit Lender, and their respective Revolving Credit Commitments
as in effect in each case on the date of the termination of this
Agreement), from and against any and all liabilities,
obligations, losses, damages, claims, costs or expenses of any
kind or nature whatsoever which may at any time be imposed on,
incurred by, or asserted against, either of the Agents or the
Collateral Agent in any way relating to or arising out of this
Agreement, the Revolving Credit Notes and any other Loan
Document, including reasonable attorneys' fees, and as to which
any Agent is not reimbursed by the Revolving Credit Borrowers or
any other Revolving Credit Obligor (and without limiting the
obligation of the Revolving Credit Borrowers or any other
Revolving Credit Obligor to do so); provided, however, that no
Revolving Credit Lender shall be liable for the payment of any
portion of such liabilities, obligations, losses, damages,
claims, costs or expenses which are determined by a court of
competent jurisdiction in a final proceeding to have resulted
solely from such Agent's or the Collateral Agent's gross
negligence or willful misconduct.  The Agents and the Collateral
Agent  shall not be required to take any action hereunder, under
the Revolving Credit Notes or under any other Loan Document, or
to prosecute or defend any suit in respect of this Agreement, the
Revolving Credit Notes or any other Loan Document, unless it is
indemnified hereunder to its satisfaction; provided, however,
that, notwithstanding the foregoing, (i) no Agent or the
Collateral Agent shall be obligated to take any action which is
inconsistent with the terms of this Agreement or any Loan
Document, (ii) no Agent or the Collateral Agent shall be
obligated to take any action which exposes it to personal
liability or which, in its judgment is contrary to applicable
law, and (iii) no Agent or the Collateral Agent shall have any
right or be obligated or entitled to enforce any right or remedy
contained herein, in any Loan Document or available at law or
equity (other that the rights of set off) except through the
Collateral Agent who is hereby granted sole and exclusive
authority on behalf of the Agents with respect thereto.  If any
indemnity in favor of either of the Agents or the Collateral
Agent shall be or become, in such Agent's or the Collateral
Agent's determination, inadequate, the Agents or the Collateral
Agent may call for additional indemnification from the Revolving
Credit Lenders and cease to do the acts indemnified against
hereunder until such additional indemnity is given.

     SECTION 10.2.  Funding Reliance, etc.  Unless the
Administrative Agent shall have been notified by telephone,
confirmed in writing, by any Revolving Credit Lender by 5:00
p.m., New York City time, on the day prior to a Borrowing that
such Revolving Credit Lender will not make available the amount
which would constitute its Revolving Credit Percentage of such
Borrowing on the date specified therefor, the Administrative
Agent may assume that such Revolving Credit Lender has made such
amount available to the Administrative Agent and, in reliance
upon such assumption, make available to the Revolving Credit
Borrowers a corresponding amount.  If and to the extent that such
Revolving Credit Lender shall not have made such amount available
to the Administrative Agent, such Revolving Credit Lender and the
Revolving Credit Borrowers severally agree to repay the
Administrative Agent forthwith on demand such corresponding
amount together with interest thereon, for each day from the date
the Administrative Agent made such amount available to the
Revolving Credit Borrowers to the date such amount is repaid to
the Administrative Agent, at the interest rate applicable at the
time to Revolving Credit Loans comprising such Borrowing.

     SECTION 10.3.  Exculpation.  None of the Agents, the
Collateral Agent or the Arranger nor any of their
respective directors, officers, employees or Agents shall be
liable to any Revolving Credit Lender for any action taken or
omitted to be taken by it under this Agreement or any other
Revolving Credit Document, or in connection herewith or
therewith, except for its own willful misconduct or gross
negligence, nor responsible for any recitals or warranties herein
or therein, nor for the effectiveness, enforceability,
sufficiency, validity or due execution of this Agreement or any
other Revolving Credit Document, nor for the creation,
attachment, perfection or priority of any Liens purported to be
created by any of the Revolving Credit Documents, or the
validity, genuineness, enforceability, existence, value or
sufficiency of any collateral security, nor to make any inquiry
respecting the performance by the Revolving Credit Borrowers of
their obligations hereunder or under any other Revolving Credit
Document.  Any such inquiry which may be made by any Agent or the
Collateral Agent shall not obligate it to make any further
inquiry or to take any action.  No Agent or the Collateral Agent
shall have any duties or responsibilities except those
specifically set forth in this Agreement and the other Revolving
Credit Documents and shall not by reason of the relationship
established herein be a trustee of fiduciary of any other Agent,
the Collateral Agent or any Lender.  Unless it specifically
agrees to do so in writing, no Agent shall be obligated to
initiate, conduct or supervise any litigation or collection
proceedings, whether in bankruptcy or otherwise, any work-out or
post-default negotiations or take any other similar actions;
provided, that, at the written request of the Required Revolving
Credit Lenders, the Administrative Agent shall be obligated to
foreclose upon or set off against the cash collateral deposited
with it under clause (c) of Section 3.1 in accordance with
Section 5.9.  Each Agent and the Collateral Agent shall be
entitled to rely:  (a) upon any certification, notice or other
communication (including any thereof by telephone, telex,
telegram or cable) believed by it to be genuine and correct and
to have been signed or sent by or on behalf of the proper Person
or Persons; and (b) upon advice and statements of legal counsel,
independent accountants and other experts selected by it in good
faith.  As to any matters not expressly provided for by this
Agreement or any Revolving Credit Document, each Agent and the
Collateral Agent shall in all cases be fully protected in acting,
or in refraining from acting, hereunder in accordance with
instructions signed by the Required Revolving Credit Lenders; and
such instructions of the Required Revolving Credit Lenders and
any action taken or failure to act pursuant thereto shall be
binding on all of the Revolving Credit Lenders.

     SECTION 10.4.  Successor.  The Administrative Agent, the
Syndication Agent and the Collateral Agent may resign as such at
any time upon at least 30 days' prior notice to the Revolving
Credit Borrowers, the Syndication Agent, all Revolving Credit
Lenders and, in the case of the Administrative Agent, the
Collateral Agent, and, in the case of the Collateral Agent, the
Administrative Agent.  If the Administrative Agent, the
Syndication Agent or the Collateral Agent at any time shall
resign, the Required Revolving Credit Lenders may, with the prior
consent of the Revolving Credit Borrowers and the Syndication
Agent (which consents shall not be unreasonably withheld or
delayed), appoint another Lender as a successor Administrative
Agent or the Collateral Agent which shall thereupon become the
Administrative Agent or the Collateral Agent hereunder.  If no
successor Administrative Agent, Syndication Agent or Collateral
Agent shall have been so appointed by the Required Revolving
Credit Lenders, and shall have accepted such appointment, within
30 days after the retiring Administrative Agent's, Syndication
Agent's or Collateral Agent's giving notice of resignation, then
the retiring Administrative Agent, Syndication Agent or
Collateral Agent may, on behalf of the Revolving Credit Lenders,
appoint a successor Administrative Agent, Syndication Agent or
Collateral Agent, which shall be one of the Lenders or a
commercial banking institution organized under the laws of the
United States or a United States branch or agency of a commercial
banking institution, and having a combined capital and surplus of
at least $500,000,000.  Notwithstanding the foregoing, for so
long as ABN shall act as Administrative Agent, if no successor
Administrative Agent has been named and accepted its appointment
as Administrative Agent, then ABN shall be permitted to resign
and the Syndication Agent or the Collateral Agent shall succeed
to the responsibilities of ABN as Administrative Agent; provided,
that at no time during the period commencing with the
Administrative Agent tendering its notice of resignation and
ending at the time that a successor Administrative Agent is
named, may DLJ resign as either the Syndication Agent or the
Collateral Agent.  Upon the acceptance of any appointment as
Administrative Agent, Syndication Agent or Collateral Agent
hereunder by a successor Administrative Agent, Syndication Agent
or Collateral Agent, such successor Administrative Agent,
Syndication Agent  or Collateral Agent shall be entitled to
receive from the retiring Administrative Agent, Syndication Agent
or Collateral Agent such documents of transfer and assignment as
such successor Administrative Agent, Syndication Agent or
Collateral Agent may reasonably request, and shall thereupon
succeed to and become vested with all rights, powers, privileges
and duties of the retiring Administrative Agent, Syndication
Agent or Collateral Agent, and the retiring Administrative Agent
or Collateral Agent shall be discharged from its duties and
obligations under this Agreement.  After any retiring
Administrative Agent's, Syndication Agent's or Collateral Agent's
resignation hereunder as the Administrative Agent, Syndication
Agent or Collateral Agent, the provisions of

          (a)  this Article X shall inure to its benefit as to
any actions taken or omitted to be taken by the retiring
Administrative Agent, retiring Syndication Agent or retiring
Collateral Agent while it was the Administrative Agent, the
Syndication Agent or the Collateral Agent under this Agreement;
and

          (b)  Section 11.3 and Section 11.4 shall continue to
inure to its benefit.

     SECTION 10.5.  Revolving Credit Loans and Revolving Credit
Letters of Credit by each Agent and the Collateral Agent.  Each
Agent and the Collateral Agent  and the Issuer shall have the
same rights and powers with respect to (x)(i) in the case of the
Agents and the Collateral Agent, the Revolving Credit Loans and
Revolving Credit Letters of Credit made by it or any of its
Affiliates and (ii) in the case of the Issuer, the Revolving
Credit Loans made by it or any of its Affiliates, and (y) the
Revolving Credit Notes held by it or any of its Affiliates as any
other Revolving Credit Lender and may exercise the same as if it
were not an Agent or the Collateral Agent.  Each Agent and the
Collateral Agent and each of their respective Affiliates may
accept deposits from, lend money to, and generally engage in any
kind of business with the Revolving Credit Borrowers or any
Subsidiary or Affiliate of the Revolving Credit Borrowers as if
such Agent or Collateral Agent were not an Agent or Collateral
Agent hereunder.

     SECTION 10.6.  Credit Decisions.  Each Revolving Credit
Lender acknowledges that it has, independently of each Agent, the
Collateral Agent, the Documentation Agent, the Arranger and each
other Revolving Credit Lender, and based on such Revolving Credit
Lender's review of the financial information of the Revolving
Credit Borrowers, this Agreement, the other Loan Documents (the
terms and provisions of which being satisfactory to such
Revolving Credit Lender) and such other documents, information
and investigations as such Revolving Credit Lender has deemed
appropriate, made its own credit decision to extend its Revolving
Credit Commitment.  Each Revolving Credit Lender also
acknowledges that it will, independently of each Agent, the
Collateral Agent, the Documentation Agent, the Arranger and each
other Revolving Credit Lender, and based on such other documents,
information and investigations as it shall deem appropriate at
any time, continue to make its own credit decisions as to
exercising or not exercising from time to time any rights and
privileges available to it under this Agreement or any other Loan
Document.

     SECTION 10.7.  Copies, etc.  Either Agent or the Collateral
Agent shall give prompt notice to each Revolving Credit Lender of
each notice or request required or permitted to be given to such
Agent or Collateral Agent by any Revolving Credit Borrower
pursuant to the terms of this Agreement (unless concurrently
delivered to the Revolving Credit Lenders by a Revolving Credit
Borrower).  To the extent that either Agent or the Collateral
Agent receives any document or instrument or other communication
for distribution to the Revolving Credit Lenders, such Agent or
the Collateral Agent will distribute to each Revolving Credit
Lender each document or instrument received for its account and
copies of all other communications received by such Agent or the
Collateral Agent from any Revolving Credit Borrower for
distribution to the Revolving Credit Lenders by such Agent or
the Collateral Agent in accordance with the terms of this
Agreement (except, in the case of non-public information, as any
such Revolving Credit Lender shall have notified the Revolving
Credit Borrowers and such Agent or the Collateral Agent in
writing that such Revolving Credit Lender shall not be furnished
with such document or instrument).  Except for notices, reports
and other documents and information expressly required to be
furnished to the Revolving Credit Lenders by an Agent or the
Collateral Agent hereunder or under a Loan Document, no Agent or
the Collateral Agent shall have any duty or responsibility to
provide any other Agent or the Collateral Agent or Revolving
Credit Lender with any credit or other information concerning the
affairs, financial condition or business of any Revolving Credit
Borrower (or any of their Affiliates) which may come into the
possession of such Agent or the Collateral Agent or any of their
Affiliates.

     SECTION 10.8.  The Syndication Agent, the Documentation
Agent, the Administrative Agent and the Collateral Agent.
Notwithstanding anything else to the contrary contained in this
Agreement or any other Loan Document, the Agents, the Collateral
Agent and the Documentation Agent, in their respective capacities
as such, each in such capacity, shall have no duties or
responsibilities under this Agreement or any other Loan Document
nor any fiduciary relationship with any Revolving Credit Lender,
and no implied covenants, functions, responsibilities, duties,
obligations or liabilities shall be read into this Agreement or
otherwise exist against either Agent, the Collateral Agent or the
Documentation Agent, as applicable, in such capacity except as
are explicitly set forth herein or in the other Loan Documents.


ARTICLE XI
MISCELLANEOUS PROVISIONS

     SECTION 11.1.  Waivers, Amendments, etc. The provisions of
this Agreement and of each other Revolving Credit Document may
from time to time be amended, modified or waived, if such
amendment, modification or waiver is in writing and consented to
by each Revolving Credit Borrower (as to this Agreement and each
other Revolving Credit Document to which such Revolving Credit
Borrower is a party) and the Required Revolving Credit Lenders;
provided, however, that no such amendment, modification or waiver
which would:

          (a)  modify any requirement hereunder that any
particular action be taken by all the Revolving Credit Lenders or
by the Required Revolving Credit Lenders shall be effective
unless consented to by each Revolving Credit Lender;

          (b)  modify this Section 11.1, change the definition of
"Required Revolving Credit Lenders", increase any Revolving
Credit Commitment Amount or the Percentage of any Revolving
Credit Lender, reduce any fees described in Article III, release
all or substantially all collateral security, except as otherwise
specifically provided in any Revolving Credit Document or extend
any Revolving Credit Commitment Termination Date shall be made
without the consent of each Revolving Credit Lender and each
holder of a Revolving Credit Note affected thereby;

          (c)  extend the due date for, or reduce the amount or
application of, any scheduled repayment or prepayment of
principal of or interest on any Revolving Credit Loan (or reduce
the principal amount of or rate of interest on any Revolving
Credit Loan) shall be made without the consent of each affected
Revolving Credit Lender;

          (d)  affect adversely the interests, rights or
obligations of the Issuer qua the Issuer shall be made without
the consent of the Issuer;

          (e)  affect adversely the interests, rights or
obligations of the Swing Line Lender  qua the Swing Line Lender
shall be made without the consent of the Swing Line Lender; or

          (f)  affect adversely the interests, rights or
obligations of any Agent, the Collateral Agent or Arranger (in
its capacity as Agent, the Collateral Agent or Arranger), unless
consented to by such Agent, the Collateral Agent or Arranger, as
the case may be.

No failure or delay on the part of any Agent, the Collateral
Agent, any Revolving Credit Lender or the holder of any Revolving
Credit Note in exercising any power or right under this Agreement
or any other Revolving Credit Document shall operate as a waiver
thereof, nor shall any single or partial exercise of any such
power or right preclude any other or further exercise thereof or
the exercise of any other power or right.  No notice to or demand
on any Revolving Credit Borrower in any case shall entitle it to
any notice or demand in similar or other circumstances.  No
waiver or approval by any Agent, the Collateral Agent, any
Revolving Credit Lender or the holder of any Revolving Credit
Note under this Agreement or any other Revolving Credit Document
shall, except as may be otherwise stated in such waiver or
approval, be applicable to subsequent transactions.  No waiver or
approval hereunder shall require any similar or dissimilar waiver
or approval thereafter to be granted hereunder.

     SECTION 11.2.  Notices.  All notices and other
communications provided to any party hereto under this Agreement
or any other Revolving Credit Document shall be in writing or by
facsimile and addressed, delivered or transmitted to such party
at its address or facsimile number set forth on Schedule II
hereto or, in the case of a Revolving Credit Lender that becomes
a party hereto after the date hereof, as set forth in the Lender
Assignment Agreement pursuant to which such Revolving Credit
Lender becomes a Revolving Credit Lender hereunder or at such
other address or facsimile number as may be designated by such
party in a notice to the other parties.  Any notice, if mailed
and properly addressed with postage prepaid or if properly
addressed and sent by pre-paid courier service, shall be deemed
given when received; any notice, if transmitted by facsimile,
shall be deemed given when transmitted (and telephonic
confirmation of receipt thereof has been received).

     SECTION 11.3.  Payment of Costs and Expenses.   The
Revolving Credit Borrowers jointly and severally agree to pay on
demand all reasonable expenses of the Agents and the Collateral
Agent (including the reasonable fees and out-of-pocket expenses
of counsel to the Agents and the Collateral Agent and of local
counsel, if any, who may be retained by counsel to the Agents and
the Collateral Agent) in connection with

          (a)  the syndication by the Syndication Agent and the
Arranger of the Revolving Credit Loans, the negotiation,
preparation, execution and delivery of this Agreement and of each
other Revolving Credit Document, including schedules and
exhibits, and any amendments, waivers, consents, supplements or
other modifications to this Agreement or any other Revolving
Credit Document as may from time to time hereafter be required,
whether or not the transactions contemplated hereby are
consummated,

          (b)  the filing, recording, re-filing or re-recording
of each Revolving Credit Mortgage, each Pledge Agreement and each
Security Agreement and/or any Uniform Commercial Code financing
statements relating thereto and all amendments, supplements and
modifications to any thereof and any and all other documents or
instruments of further assurance required to be filed or recorded
or re-filed or re-recorded by the terms hereof or of such
Revolving Credit Mortgage, Pledge Agreement or Security
Agreement, and

          (c)  the preparation and review of the form of any
document or instrument relevant to this Agreement or any other
Revolving Credit Document.

The Revolving Credit Borrowers further jointly and severally
agree to pay, and to save the Agents, the Collateral Agent and
the Revolving Credit Lenders harmless from all liability for, any
stamp or other taxes which may be payable in connection with the
execution or delivery of this Agreement, the Revolving Credit
Loans made hereunder, the issuance of the Notes, the issuance of
the Revolving Credit Letters of Credit, or any other Revolving
Credit Documents.  The Revolving Credit Borrowers jointly and
severally also agree to reimburse each Agent, the Collateral
Agent and each Revolving Credit Lender upon demand for all
reasonable out-of-pocket expenses (including reasonable
attorneys' fees and legal expenses) incurred by such Agent, the
Collateral Agent or such Revolving Credit Lender in connection
with (x) the negotiation of any restructuring or "work-out",
whether or not consummated, of any Revolving Credit Obligations
and (y) the enforcement of any Revolving Credit Obligations.

     SECTION 11.4.  Indemnification.  In consideration of the
execution and delivery of this Agreement by each Revolving Credit
Lender and the extension of the Revolving Credit Commitments, the
Revolving Credit Borrowers hereby jointly and severally
indemnify, exonerate and hold each Agent, the Collateral Agent,
the Documentation Agent, the Arranger, the Issuer and each
Revolving Credit Lender and each of their respective partners,
officers, directors, trustees, employees and agents, and each
other Person controlling any of the foregoing within the meaning
of either Section 15 of the Securities Act of 1933, as amended,
or Section 20 of the Securities Exchange Act of 1934, as amended
(collectively, the "Indemnified Parties") free and harmless from
and against any and all actions, causes of action, suits, losses,
costs, liabilities and damages, and expenses incurred in
connection therewith (irrespective of whether any such
Indemnified Party is a party to the action for which
indemnification hereunder is sought), including reasonable
attorneys' fees and disbursements (collectively, the "Indemnified
Liabilities"), incurred by the Indemnified Parties or any of them
as a result of, or arising out of, or relating to

          (a)  any transaction financed or to be financed in
whole or in part, directly or indirectly, with the proceeds of
any Revolving Credit Loan or the use of any Revolving Credit
Letter of Credit;

          (b)  the entering into and performance of this
Agreement and any other Revolving Credit Document by any of the
Indemnified Parties (including any action brought by or on behalf
of any Revolving Credit Borrower as the result of any
determination by the Required Revolving Credit Lenders pursuant
to Article VI not to make any Revolving Credit Extension);

          (c)  any investigation, litigation or proceeding
related to any acquisition or proposed acquisition by any
Revolving Credit Borrower or any of its Subsidiaries of all or
any portion of the stock or assets of any Person, whether or not
such Agent, such Documentation Agent, such Arranger or such
Revolving Credit Lender is party thereto;

          (d)  any investigation, litigation or proceeding
related to any environmental cleanup, audit, compliance or other
matter relating to any Borrowers' or any of its Subsidiaries
compliance with or liability under any Environmental Law or the
Release by any Revolving Credit Borrower or any of its
Subsidiaries of any Hazardous Material; or

          (e)  the presence on or under, or the escape, seepage,
leakage, spillage, discharge, emission, discharging or releases
from, any real property owned or operated by any Revolving Credit
Borrower or any Subsidiary thereof of any Hazardous Material
present on or under such property in a manner giving rise to
liability at or prior to the time any Revolving Credit Borrower
or any Subsidiary thereof owned or operated such property
(including any losses, liabilities, damages, injuries, costs,
expenses or claims asserted or arising under any Environmental
Law), regardless of whether caused by, or within the control of,
such Revolving Credit Borrower or such Subsidiary,

except for any such Indemnified Liabilities arising for the
account of a particular Indemnified Party by reason of the
relevant Indemnified Party's gross negligence or wilful
misconduct or any Hazardous Materials that are first
manufactured, emitted, generated, treated, released, stored or
disposed of on any real property of any Revolving Credit Borrower
or any of its Subsidiaries or any violation of Environmental Law
that first occurs on or with respect to any real property of such
Revolving Credit Borrower or any of its Subsidiaries after such
real property is transferred to any Indemnified Person or its
successor by foreclosure sale, deed in lieu of foreclosure, or
similar transfer, except to the extent such manufacture,
emission, release, generation, treatment, storage or disposal or
violation is actually caused by the Term Loan Borrower, any
Revolving Credit Borrower or any of such Revolving Credit
Borrower's Subsidiaries.  Each Revolving Credit Borrower and its
permitted successors and assigns hereby waive, release and agree
not to make any claim, or bring any cost recovery action against,
any Agent, the Documentation Agent, the Arranger or any Revolving
Credit Lender under CERCLA or any state equivalent, or any
similar law now existing or hereafter enacted, except to the
extent arising out of the gross negligence or willful misconduct
of any Indemnified Party.  It is expressly understood and agreed
that to the extent that any of such Persons is strictly liable
under any Environmental Laws, each Revolving Credit Borrower's
obligation to such Person under this indemnity shall likewise be
without regard to fault on the part of such Revolving Credit
Borrower, to the extent permitted under applicable law, with
respect to the violation or condition which results in liability
of such Person.  Notwithstanding anything to the contrary herein,
each Agent, the Collateral Agent, the Documentation Agent, the
Arranger and each Revolving Credit Lender shall be responsible
for any act or occurrence resulting from their own gross
negligence or willful misconduct with respect to any Hazardous
Materials that are first manufactured, emitted, generated,
treated, released, stored or disposed of on any real property of
any Revolving Credit Borrower or any of its Subsidiaries or any
violation of Environmental Law that first occurs on or with
respect to any such real property after such real property is
transferred to any Agent, the Collateral Agent, Documentation
Agent, Arranger or Revolving Credit Lender to its successor by
foreclosure sale, deed in lieu of foreclosure, or similar
transfer, except to the extent such manufacture, emission,
release, generation, treatment, storage or disposal or violation
is actually caused by the Term Loan Borrower, such Revolving
Credit Borrower or any of such Revolving Credit Borrower's
Subsidiaries.  If and to the extent that the foregoing
undertaking may be unenforceable for any reason, each Revolving
Credit Borrower hereby agrees to make the maximum contribution to
the payment and satisfaction of each of the Indemnified
Liabilities which is permissible under applicable law.

     SECTION 11.5.  Survival.  The obligations of each Revolving
Credit Borrower under Sections 5.3, 5.4, 5.5, 5.6, 11.3 and 11.4,
and the obligations of the Revolving Credit Lenders under Section
4.8 and Section 10.1, shall in each case survive any termination
of this Agreement, the payment in full of all Revolving Credit
Obligations and the termination of all Revolving Credit
Commitments.  The representations and warranties made by each
Revolving Credit Obligor in this Agreement and in each other
Revolving Credit Document shall survive the execution and
delivery of this Agreement and each such other Revolving Credit
Document.

     SECTION 11.6.  Severability.  Any provision of this
Agreement or any other Revolving Credit Document which is
prohibited or unenforceable in any jurisdiction shall, as to such
provision and such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the
remaining provisions of this Agreement or such Revolving Credit
Document or affecting the validity or enforceability of such
provision in any other jurisdiction.

     SECTION 11.7.  Headings.  The various headings of this
Agreement and of each other Revolving Credit Document are
inserted for convenience only and shall not affect the meaning or
interpretation of this Agreement or such other Revolving Credit
Document or any provisions hereof or thereof.

     SECTION 11.8.  Execution in Counterparts, Effectiveness,
etc. This Agreement may be executed by the parties hereto in
several counterparts, each of which shall be deemed to be an
original and all of which shall constitute together but one and
the same agreement.  This Agreement shall become effective when
counterparts hereof executed on behalf of the Revolving Credit
Borrowers and each Revolving Credit Lender (or notice thereof
satisfactory to the Agents) shall have been received by the
Agents and notice thereof shall have been given by the Agents to
the Revolving Credit Borrowers and each Revolving Credit Lender.

     SECTION 11.9.  Governing Law; Entire Agreement.  THIS
AGREEMENT, THE REVOLVING CREDIT NOTES AND EACH OTHER REVOLVING
CREDIT DOCUMENT SHALL EACH BE DEEMED TO BE A CONTRACT MADE UNDER
AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK.  This
Agreement, the Revolving Credit Notes and the other Revolving
Credit Documents constitute the entire understanding among the
parties hereto with respect to the subject matter hereof and
supersede any prior agreements, written or oral, with respect
thereto.

     SECTION 11.10.  Successors and Assigns.  This Agreement
shall be binding upon and shall inure to the benefit of the
parties hereto and their respective successors and assigns;
provided, however, that (i) no Revolving Credit Borrower may
assign or transfer its rights or obligations hereunder without
the prior written consent of each of the Agents and all Revolving
Credit Lenders; and (ii) the rights of sale, assignment and
transfer of the Revolving Credit Lenders are subject to Section
11.11.

     SECTION 11.11.  Sale and Transfer of Revolving Credit Loans
and Revolving Credit Commitments; Participations in Revolving
Credit Loans and Revolving Credit Commitments.  Each Revolving
Credit Lender may assign, or sell participations in, its
Revolving Credit Loans and Revolving Credit Commitments so long
as each such assignment or sale is made, in the case of Revolving
II Credit Commitments and Revolving II Credit Loans, on a pro
rata basis with the assignment, or sale of participations in, its
Term Loans, and, in the case of Revolving I Credit Loans and
Revolving II Credit Loans, respectively, on a pro rata basis with
the assignment, or sale of participations in, its Revolving I
Credit Commitments and Revolving II Credit Commitments, to one or
more other Persons in accordance with this Section 11.11 and
Section 10.11 of the Term Loan Agreement; provided, that in the
event any Revolving Credit Lender (for purposes of this proviso,
a "Selling Lender") desires to sell a participation to any
prospective purchaser of any such participation which cannot,
purchase a participation in unfunded Revolving II Credit
Commitments (a "Restricted Participant"), such Selling Lender
shall not be obligated pursuant this Section 11.11 to sell such
Restricted Participant a pro rata share of such Selling Lender's
unfunded Revolving II Credit Commitment so long as such
Restricted Participant is obligated to purchase a pro rata share
of each Revolving II Credit Loan as and when made by such Selling
Lender pursuant to its Revolving II Credit Commitment; provided,
further, that such Restricted Participant shall be obligated to
purchase its pro rata share of such unfunded Revolving II Credit
Commitment whenever it would otherwise be permitted to do so
(including, if applicable, upon the occurrence of an Event of
Default).

     SECTION 11.1.1.  Assignments.  Any Revolving Credit Lender
(the "Assignor Revolving Credit Lender"),

          (a)  with the written consents of each Revolving Credit
Borrower and the Syndication Agent and (in the case of any
assignments or participations in Revolving Credit Letters of
Credit or Revolving Credit Commitments) the Issuer and the Swing
Line Lender, (which consents shall not be unreasonably delayed or
withheld and which consent of the Syndication Agent and the
Issuer and the Swing Line Lender shall not be required in the
case of assignments made by or to DLJ or any of its Affiliates
and which consent of such Revolving Credit Borrower shall not be
required if a Default of the type described in clauses (a)
through (d) of Section 9.1.9 or an Event of Default shall have
occurred and be continuing), may at any time assign and delegate
to one or more commercial banks or other financial institutions
or funds which are regularly engaged in making, purchasing or
investing in loans or securities, and

          (b)  with notice to each Revolving Credit Borrower and
the Agents, and (in the case of any assignments or participations
in Revolving Credit Letters of Credit or Revolving Credit
Commitments) the Issuer and the Swing Line Lender, but without
the consent of any Revolving Credit Borrower, the Agents, the
Issuer or the Swing Line Lender, may assign and delegate to any
of its Affiliates or Related Funds or to any other Revolving
Credit Lender or any other financial institution so long as such
assignment and delegation to such financial institution is made
within ten Business Days of the Closing Date

(each Person described in either of the foregoing clauses as
being the Person to whom such assignment and delegation is to be
made, being hereinafter referred to as an "Assignee Revolving
Credit Lender"), all or any fraction of such Revolving Credit
Lender's total Revolving Credit Loans, participations in
Revolving Credit Letters of Credit and Revolving Credit Letters
of Credit Outstandings with respect thereto and Revolving Credit
Commitments and total Term Loans in a minimum aggregate amount of
(i) $1,000,000 or (ii) the then remaining amount of such
Revolving Credit Lender's Revolving Credit Loans and Revolving
Credit Commitments and Term Loans; provided, however, that any
such Assignee Revolving Credit Lender will comply, if applicable,
with the provisions contained in Section 5.6 and each Revolving
Credit Borrower, each other Revolving Credit Obligor and the
Agents shall be entitled to continue to deal solely and directly
with such Revolving Credit Lender in connection with the
interests so assigned and delegated to an Assignee Revolving
Credit Lender until

          (c)  written notice of such assignment and delegation,
together with payment instructions, addresses and related
information with respect to such Assignee Revolving Credit
Lender, shall have been given to each Revolving Credit Borrower
and the Agents by such Revolving Credit Lender and such Assignee
Revolving Credit Lender;

          (d)  such Assignee Revolving Credit Lender shall have
executed and delivered to each Revolving Credit Borrower and the
Agents a Lender Assignment Agreement, accepted by the Agents;

          (e)  the processing fees described below shall have
been paid; and

          (f)  the Administrative Agent shall have registered
such assignment and delegation in the Register pursuant to clause
(b) of Section 2.6.

From and after the date that the Administrative Agent accepts
such Lender Assignment Agreement and such assignment and
delegation is registered in the Register pursuant to clause (b)
of Section 2.6, (x) the Assignee Revolving Credit Lender
thereunder shall be deemed automatically to have become a party
hereto and to the extent that rights and obligations hereunder
have been assigned and delegated to such Assignee Revolving
Credit Lender in connection with such Lender Assignment
Agreement, shall have the rights and obligations of a Revolving
Credit Lender hereunder and under the other Revolving Credit
Documents, and (y) the Assignor Revolving Credit Lender, to the
extent that rights and obligations hereunder have been assigned
and delegated by it in connection with such Lender Assignment
Agreement, shall be released from its obligations hereunder and
under the other Revolving Credit Documents.  Within ten Business
Days after its receipt of notice that the Administrative Agent
has received an executed Lender Assignment Agreement, and upon
request pursuant to Section 2.6, the Revolving Credit Borrowers
shall execute and deliver to the Administrative Agent (for
delivery to the relevant Assignee Revolving Credit Lender) new
Revolving Credit Notes evidencing such Assignee Revolving Credit
Lender's assigned Revolving Credit Loans and Revolving Credit
Commitments and, if the Assignor Revolving Credit Lender has
retained Revolving Credit Loans and Revolving Credit Commitments
hereunder, replacement Revolving Credit Notes in the principal
amount of the Revolving Credit Loans and Revolving Credit
Commitments retained by the Assignor Revolving Credit Lender
hereunder (such Revolving Credit Notes to be in exchange for, but
not in payment of, those Revolving Credit Notes then held by such
Assignor Revolving Credit Lender).  Each such Revolving Credit
Note shall be dated the date of the predecessor Revolving Credit
Notes.  The Assignor Revolving Credit Lender shall mark the
predecessor Revolving Credit Notes "exchanged" and deliver them
to the Revolving Credit Borrowers.  Accrued interest on that part
of the predecessor Revolving Credit Notes evidenced by the new
Revolving Credit Notes, and accrued fees, shall be paid as
provided in the Lender Assignment Agreement.  Accrued interest on
that part of the predecessor Revolving Credit Notes evidenced by
the replacement Revolving Credit Notes shall be paid to the
Assignor Revolving Credit Lender.  Accrued interest and accrued
fees shall be paid at the same time or times provided in the
predecessor Revolving Credit Notes and in this Agreement.  Such
Assignor Revolving Credit Lender or such Assignee Revolving
Credit Lender must also pay a processing fee to the
Administrative Agent upon delivery of any Lender Assignment
Agreement in connection with the concurrent assignment of Term
Loans and Revolving II Credit Commitments in the amount of
$1,500, unless such assignment and delegation is by a Revolving
Credit Lender to its Affiliate or Related Fund or if such
assignment and delegation consists of a pledge by a Revolving
Credit Lender to a Federal Reserve Bank (or, in the case of a
Revolving Credit Lender that is an investment fund, to the
trustee under the indenture to which such fund is a party), as
provided below or is otherwise consented to by the Syndication
Agent.  Any attempted assignment and delegation not made in
accordance with this Section 11.11.1 shall be null and void.
Nothing contained in this Section 11.11.1 shall prevent or
prohibit any Revolving Credit Lender from pledging its rights
(but not its obligations to make Revolving Credit Loans) under
this Agreement and/or its Revolving Credit Loans and/or its
Revolving Credit Notes hereunder (i) to a Federal Reserve Bank in
support of borrowings made by such Revolving Credit Lender from
such Federal Reserve Bank, or (ii) in the case of a Revolving
Credit Lender that is an investment fund, to the trustee under
the indenture to which such fund is a party in support of its
obligations to such trustee, in either case without notice to or
consent of the Revolving Credit Borrowers or the Agents;
provided, however, that (A) such Revolving Credit Lender shall
remain a "Revolving Credit Lender" under this Agreement and shall
continue to be bound be the terms and conditions set forth in
this Agreement and the other Revolving Credit Documents, and (B)
any assignment by such trustee shall be subject to the provisions
of clause (a) of this Section 11.11.1.

     SECTION 11.11.2.  Participations.  Any Revolving Credit
Lender may at any time sell to one or more commercial banks or
other financial institutions or funds which are regularly engaged
in making, purchasing or investing in loans or securities (each
such commercial bank and other financial institution or fund
being herein called a "Participant") participating interests in
any of the Revolving Credit Loans, Revolving Credit Commitments,
participations in Revolving Credit Letters of Credit and
Revolving Credit Letters of Credit Outstandings or other
interests of such Revolving Credit Lender hereunder; provided,
however, that

          (a)  no participation contemplated in this
Section shall relieve such Revolving Credit Lender from its
Revolving Credit Commitments or its other obligations hereunder
or under any other Revolving Credit Document;

          (b)  such Revolving Credit Lender shall remain solely
responsible for the performance of its Revolving Credit
Commitments and such other obligations;

          (c)  each Revolving Credit Borrower and each other
Revolving Credit Obligor and the Agents shall continue to deal
solely and directly with such Revolving Credit Lender in
connection with such Revolving Credit Lender's rights and
obligations under this Agreement and each of the other Revolving
Credit Documents;

          (d)  no Participant, unless such Participant is an
Affiliate of such Revolving Credit Lender, or is itself a
Revolving Credit Lender, shall be entitled to require such
Revolving Credit Lender to take or refrain from taking any action
hereunder or under any other Revolving Credit Document, except
that such Revolving Credit Lender may agree with any Participant
that such Revolving Credit Lender will not, without such
Participant's consent, agree to (i) any reduction in the interest
rate or amount of fees that such Participant is otherwise
entitled to, (ii) a decrease in the principal amount, or an
extension of the final Stated Maturity Date, of any Revolving
Credit Loan in which such Participant has purchased a
participating interest or (iii) a release of all or substantially
all of the collateral security under the Revolving Credit
Documents or any Subsidiary Guarantor under any Subsidiary
Guaranty, if any,  in each case except as otherwise specifically
provided in a Revolving Credit Document; and

          (e)  the Revolving Credit Borrowers shall not be
required to pay any amount under Sections 5.3, 5.4, 5.5, 5.6,
11.3 and 11.4 that is greater than the amount which it would have
been required to pay had no participating interest been sold.

Each Revolving Credit Borrower acknowledges and agrees, subject
to clause (e) above, that, to the fullest extent permitted under
applicable law, each Participant, for purposes of Sections 5.3,
5.4, 5.5, 5.6, 5.8, 5.9, 11.3 and 11.4, shall be considered a
Revolving Credit Lender.

     SECTION 11.12.  Other Transactions.  Nothing contained
herein shall preclude any Agent, the Collateral Agent or any
other Revolving Credit Lender from engaging in any transaction,
in addition to those contemplated by this Agreement or any other
Revolving Credit Document, with any Revolving Credit Borrower or
any of their respective Affiliates in which such Revolving Credit
Borrower or such Affiliate is not restricted hereby from engaging
with any other Person.

     SECTION 11.13.  Forum Selection and Consent to Jurisdiction.
ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN
CONNECTION WITH, THIS AGREEMENT OR ANY OTHER REVOLVING CREDIT
DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS
(WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE AGENTS, THE
COLLATERAL AGENT, THE REVOLVING CREDIT LENDERS OR THE REVOLVING
CREDIT BORROWERS SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY (TO
THE EXTENT PERMITTED UNDER APPLICABLE LAW) IN THE COURTS OF THE
STATE OF NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE
SOUTHERN DISTRICT OF NEW YORK, NEW YORK COUNTY; PROVIDED,
HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY REVOLVING
CREDIT COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT THE
COLLATERAL AGENT'S OPTION, IN THE COURTS OF ANY JURISDICTION
WHERE SUCH REVOLVING CREDIT COLLATERAL OR OTHER PROPERTY MAY BE
FOUND.  EACH REVOLVING CREDIT BORROWER HEREBY EXPRESSLY AND
IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS OF THE
STATE OF NEW YORK, NEW YORK COUNTY, AND OF THE UNITED STATES
DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE
PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE AND IRREVOCABLY
AGREES TO BE BOUND BY ANY FINAL JUDGMENT RENDERED THEREBY IN
CONNECTION WITH SUCH LITIGATION.  EACH REVOLVING CREDIT BORROWER
FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY
REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN
OR WITHOUT THE STATE OF NEW YORK.  EACH REVOLVING CREDIT BORROWER
HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY HAVE OR HEREAFTER
MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN
ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH
LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.  TO THE
EXTENT THAT ANY REVOLVING CREDIT BORROWER HAS OR HEREAFTER MAY
ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY
LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT
PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE)
WITH RESPECT TO ITSELF OR ITS PROPERTY, SUCH REVOLVING CREDIT
BORROWER HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF
ITS REVOLVING CREDIT OBLIGATIONS UNDER THIS AGREEMENT AND THE
OTHER REVOLVING CREDIT DOCUMENTS.

     SECTION 11.14.  Waiver of Jury Trial.  THE AGENTS, THE
COLLATERAL AGENT, THE REVOLVING CREDIT LENDERS AND EACH REVOLVING
CREDIT BORROWER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY
WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF
ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN
CONNECTION WITH, THIS AGREEMENT OR ANY OTHER REVOLVING CREDIT
DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS
(WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE AGENTS,  THE
COLLATERAL AGENT, THE REVOLVING CREDIT LENDERS OR THE REVOLVING
CREDIT BORROWERS RELATING THERETO.  EACH REVOLVING CREDIT
BORROWER ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND
SUFFICIENT CONSIDERATION FOR THIS PROVISION (AND EACH OTHER
PROVISION OF EACH OTHER REVOLVING CREDIT DOCUMENT TO WHICH IT IS
A PARTY) AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE
AGENTS, THE COLLATERAL AGENT, AND THE REVOLVING CREDIT LENDERS
ENTERING INTO THIS AGREEMENT AND EACH SUCH OTHER REVOLVING CREDIT
DOCUMENT.

     SECTION 11.15.  Confidentiality.  The Agents, the Collateral
Agent, the Arranger and the Revolving Credit Lenders shall hold
all non-public information obtained pursuant to or in connection
with this Agreement or obtained by them based on a review of the
books and records of any Revolving Credit Borrower or any of its
Subsidiaries in accordance with their customary procedures for
handling confidential information of this nature, but may make
disclosure to any of their examiners, regulators (including,
without limitation, the National Association of Insurance
Commissioners), Affiliates, outside auditors, counsel and other
professional advisors in connection with this Agreement or as
reasonably required by any potential bona fide transferee,
participant or assignee, or in connection with the exercise of
remedies under a Revolving Credit Document, or as requested by
any governmental agency or representative thereof or pursuant to
legal process; provided, however, that

     (a)  unless specifically prohibited by applicable law or
court order, each Agent, the Collateral Agent, the Arranger and
each Revolving Credit Lender shall promptly notify each
Revolving Credit Borrower of any request by any governmental
agency or representative thereof (other than any such request in
connection with an examination of the financial condition of
such Agent, the Collateral Agent, Arranger and Revolving Credit
Lender by such governmental agency) for disclosure of any such
non-public information and, where practicable, prior to
disclosure of such information;

          (b)  prior to any such disclosure pursuant to this
Section 11.15, each Agent, the Collateral Agent, the Arranger
and each Revolving Credit Lender shall require any such bona
fide transferee, participant and assignee receiving a disclosure
of non-public information to agree in writing

                    (i)  to be bound by this Section 11.15; and

                    (ii)  to require such Person to require any
          other Person to whom such Person discloses such non-
          public information to be similarly bound by this
          Section 11.15;

          (c)  disclosure may, with the consent of the
Syndication Agent and each Revolving Credit Borrower, be made by
any Revolving Credit Lender to any direct or indirect contractual
counter parties of such Revolving Credit Lender in swap
agreements or such contractual counterparties' professional
advisors; provided that such contractual counterparty or
professional advisor agrees in writing to keep such information
confidential to the same extent required of the Revolving Credit
Lenders hereunder; and

          (d)  except as may be required by an order of a court
of competent jurisdiction and to the extent set forth therein, no
Revolving Credit Lender shall be obligated or required to return
any materials furnished by any Revolving Credit Borrower or any
Subsidiary.

     SECTION 11.16.  Liens on Sold Assets.  The Collateral Agent
will execute and deliver to the Revolving Credit Borrowers, at
the Revolving Credit Borrowers' sole cost and expense, any
releases, termination statements or other documents reasonably
necessary for (a) the release of the Liens granted by the
Security Documents on any property or other assets sold,
transferred or otherwise disposed of in a transaction permitted
by the Term Loan Agreement as in effect on the date hereof and
(b) if the property or other assets sold, transferred or
otherwise disposed of in a transaction permitted by the Term Loan
Agreement consists of all the Capital Stock of a Subsidiary, the
release of such Subsidiary from the Subsidiary Guaranty, the
Subsidiary Pledge Agreement and the Subsidiary Security Agreement
if such Subsidiary is a party thereto.

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

                                   MOTHER'S CAKE & COOKIE CO.


                                   By:
                                   Name:
                                   Title:


                                   GWI, INC.


                                   By:
                                   Name:
                                   Title:


                                   METZ BAKING COMPANY


                                   By:
                                   Name:
                                   Title:


                                   SFFB HOLDINGS, INC.


                                   By:
                                   Name:
                                   Title:


                                   BELSEA HOLDINGS, INC.


                                   By:
                                   Name:
                                   Title:


                                   H&M FOOD SYSTEMS COMPANY, INC.


                                   By:
                                   Name:
                                   Title:
DLJ CAPITAL FUNDING, INC.,
as the Syndication Agent, Collateral
Agent and as a Revolving Credit Lender


By:
Title:

ABN AMRO BANK N.V., as the Administrative
Agent and as a Revolving Credit Lender


By:
Title:


By:
Title:


SUMMIT BANK, as the Documentation Agent
and as a Revolving Credit Lender


By:
Title:


BANQUE PARIBAS, as a Revolving Credit Lender

By:
Title: