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Published: 2008-03-26

$150 Million Amended and Restated Credit Agreement - The Gap, Inc., Citicorp USA Inc., and Other Banks



                               U.S. $150,000,000


                     AMENDED AND RESTATED CREDIT AGREEMENT

                           Dated as of June 27, 2000

                                     among

                                 THE GAP, INC.,

                                  as Borrower,
                                  ----------- 

               THE BANKS AND FINANCIAL INSTITUTIONS NAMED HEREIN


                                   as Banks,
                                   -------- 

                                      and

                               CITICORP USA, INC.

                                    as Agent
                                    --------

                             for the Banks and the
                  other Lenders from time to time party hereto


 

     AMENDED AND RESTATED CREDIT AGREEMENT, dated as of June 27, 2000 (this
"Agreement"), among The Gap, Inc., a Delaware corporation (the "Borrower"), the
 ---------                                                      --------       
banks and financial institutions (the "Banks") listed on the signature pages
                                       -----                                
hereof and Citicorp USA, Inc. ("CUSA"), as agent (the "Agent") for the Lenders
                                ----                   -----                  
(as hereinafter defined) hereunder:

PRELIMINARY STATEMENTS:
---------------------- 

(1)  The Borrower, certain of its subsidiaries, certain banks and financial
institutions and the Agent entered into a Credit Agreement dated as of July 1,
1997 (as amended by the First Letter Amendment dated as of June 30, 1998, the
"Original Agreement")

(2)  The Borrower, the Banks, the Lenders and the Agent desire to amend and
restate the Original Agreement as set forth below.

NOW THEREFORE, the Borrower, the Banks, the Lenders from time to time party
hereto and the Agent agree as follows:

                                   ARTICLE I
                       DEFINITIONS AND ACCOUNTING TERMS

SECTION 1.01 Certain Defined Terms.
----------------------------------

  As used in this Agreement, the following terms shall have the following
meanings (such meanings to be equally applicable to both the singular and plural
forms of the terms defined):

          "A Advance" means an advance by an A Lender to the Borrower as part of
           ---------                                                            
     an A Borrowing and refers to a Base Rate Advance or a Eurodollar Rate
     Advance, each of which shall be a "Type" of A Advance.

          "A Borrowing" means a borrowing consisting of simultaneous A Advances
           -----------                                                         
     of the same Type made by each of the A Lenders pursuant to Section 2.01.

          "A Commitment" means, as to each A Lender, the amount set forth
           ------------                                                 
     opposite such A Lender's name on Schedule I hereof under the caption' A
                                                                           -
     Commitment' or, if such A Lender has entered into one or more Assignment
     ----------                                                              
     and Acceptances, the amount set forth for such A Lender with respect
     thereto in the Register maintained by the Agent pursuant to Section 9.07
     hereof, in each case as such amount may be reduced pursuant to Section
     2.05.

          "A Lender" means any Lender having an A Commitment or to which A
           --------                                                       
     Advances are owed.

          "Advance" means an A Advance or a B Advance, and "Advances" means the
           -------                                                             
     A Advances and the B Advances.

          "Affiliate" means, as to any Person, any other Person that, directly
           ---------                                                          
     or indirectly, controls, is controlled by, or is under common control with,
     such Person.

          "Anniversary Date" means June 30 in each calendar year occurring
           ----------------                                               
     during the term of this Agreement.

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

 
     office of such Lender notified by such Lender to the Agent as its
     Applicable Lending Office with respect to such B Advance.

          "Assignment and Acceptance" means an assignment and acceptance entered
           -------------------------                                            
     into by a Lender and an Eligible Assignee, and accepted by the Agent, in
     substantially the form of Exhibit B hereto.

          "B Advance" means an advance by an A Lender to the Borrower as part of
           ---------                                                            
     a B Borrowing resulting from the auction bidding procedure described in
     Section 2.03.

          "B Borrowing" means a borrowing consisting of simultaneous B Advances
           -----------                                                         
     from each of the A Lenders whose offer to make one or more B Advances as
     part of such borrowing has been accepted by the Borrower under the auction
     bidding procedure described in Section 2.03.

          "B Reduction" has the meaning specified in Section 2.01.
           -----------                                            

          "Base Rate" means, for any period, a fluctuating interest rate per
           ---------                                                        
     annum as shall be in effect from time to time which rate per annum shall at
     all times be equal to the highest of:

               (a) the rate of interest announced publicly by Citibank, N.A.
          ("Citibank") in New York, New York, from time to time, as Citibank's
          base rate;

               (b) 1/2% per annum above the latest three-week moving average of
          secondary market morning offering rates in the United States for
          three-month certificates of deposit of major United States money
          market banks, such three-week moving average being determined weekly
          on each Monday (or, if any such date is not a Business Day, on the
          next succeeding Business Day) for the three-week period ending on the
          previous Friday by the Agent on the basis of such rates reported by
          certificate of deposit dealers to and published by the Federal Reserve
          Bank of New York or, if such publication shall be suspended or
          terminated, on the basis of quotations for such rates received by the
          Agent from three New York certificate of deposit dealers of recognized
          standing selected by the Agent, in either case adjusted to the nearest
          1/4 of one percent or, if there is no nearest 1/4 of one percent, to
          the next higher 1/4 of one percent; and

               (c) 1/2% per annum above the Federal Funds Rate.

          "Base Rate Advance" means an A Advance which bears interest as
           -----------------                                            
     provided in Section 2.07(a).

          "Borrowing" means an A Borrowing or a B Borrowing.
           ---------                                        

          "Business Day" means a day of the year on which banks are not required
           ------------                                                         
     or authorized to close in New York City or San Francisco, California and a
     day on which wire transfers may be effectuated among member banks of the
     Federal Reserve System through use of the fedwire funds transfer system and
     if the applicable Business Day relates to any Eurodollar Rate Advances, a
     day on which dealings are carried on in the London interbank market.

          "Capital Lease" of any Person means any lease of any property (whether
           -------------                                                        
     real, personal or mixed) by such Person as lessee, which lease should, in
     accordance with generally accepted 

 
     accounting principles, be required to be accounted for as a capital lease
     on the balance sheet of such Person.

          "CERCLA" means the Comprehensive Environmental Response, Compensation,
           ------                                                               
     and Liability Act of 1980, as amended (42 U.S.C. (S) 9601 et seq.), and any
                                                               -- ---           
     regulations promulgated thereunder.

          "Change of Control" means the occurrence, after the date of this
           -----------------                                              
     Agreement, of (i) any Person or two or more Persons acting in concert
     acquiring beneficial ownership (within the meaning of Rule 13d-3 of the
     Securities and Exchange Commission under the Securities Exchange Act of
     1934), directly or indirectly, of securities of the Borrower (or other
     securities convertible into such securities) representing 50% or more of
     the combined voting power of all securities of the Borrower entitled to
     vote in the election of directors; or (ii) during any period of up to 24
     consecutive months, commencing before or after the date of this Agreement,
     individuals who at the beginning of such 24-month period were directors of
     the Borrower ceasing for any reason to constitute a majority of the Board
     of Directors of the Borrower unless the Persons replacing such individuals
     were nominated by the Board of Directors of the Borrower; or (iii) any
     Person or two or more Persons acting in concert acquiring by contract or
     otherwise, or entering into a contract or arrangement which upon
     consummation will result in its or their acquisition of, control over
     securities of the Borrower (or other securities convertible into such
     securities) representing 50% or more of the combined voting power of all
     securities of the Borrower entitled to vote in the election of directors;
     provided, that, the Person or group of Persons referred to in clauses (i)
     --------  ----                                                           
     and (iii) of this definition of Change of Control shall not include any
     Person listed on Schedule IV hereto or any group of Persons in which one or
     more of the Persons listed on Schedule IV are members.

          "Consolidated" and any derivative thereof each means, with reference
           ------------                                                       
     to the accounts or financial reports of any Person, the consolidated
     accounts or financial reports of such Person and each Subsidiary of such
     Person determined in accordance with generally accepted accounting
     principles, including principles of consolidation, consistent with those
     applied in the preparation of the Consolidated financial statements of the
     Borrower referred to in Section 5.01(e).

          "Convert", "Conversion" and "Converted" each refers to a conversion of
           -------    ----------       ---------                                
     A Advances of one Type into A Advances of another Type pursuant to Section
     2.09 or 2.10.

          "CP Rating" means, as of any date, the higher of the ratings that have
           ---------                                                            
     been most recently announced by either S&P or Moody's, as the case may be,
     for any class of non-credit enhanced commercial paper debt issued by the
     Borrower.  For purposes of the foregoing, (a) if only one of S&P and
     Moody's shall have in effect a CP Rating, the Eurodollar Rate Margin and
     the Facility Fee Percentage may be determined by reference to the available
     rating; (b) if any rating established by S&P or Moody's shall be changed,
     such change shall be effective as of the date on which such change is first
     announced publicly by the rating agency making such change; and (c) if S&P
     or Moody's shall change the basis on which ratings are established, each
     reference to the CP Rating announced by S&P or Moody's, as the case may be,
     shall refer to the then equivalent rating by S&P or Moody's, as the case
     may be.

          "Debt" of any Person means, without duplication, (i) all indebtedness
           ----                                                                
     of such Person for borrowed money or for the deferred purchase price
     (excluding any deferred purchase price that constitutes an account payable
     incurred in the ordinary course of business) of property or 

 
     services, (ii) all obligations of such Person in connection with any
     agreement to purchase, redeem, exchange, convert or otherwise acquire for
     value any capital stock of such Person or to purchase, redeem or acquire
     for value any warrants, rights or options to acquire such capital stock,
     now or hereafter outstanding, (iii) all obligations of such Person
     evidenced by bonds, notes, debentures, convertible debentures or other
     similar instruments, (iv) all indebtedness created or arising under any
     conditional sale or other title retention agreement (other than under any
     such agreement which constitutes or creates an account payable incurred in
     the ordinary course of business) with respect to property acquired by such
     Person (even though the rights and remedies of the seller or lender under
     such agreement in the event of default, acceleration, or termination are
     limited to repossession or sale of such property), (v) all Capital Lease
     obligations of such Person, (vi) obligations under direct or indirect
     guaranties in respect of, and obligations (contingent or otherwise) to
     purchase or acquire, or otherwise to assure a creditor against loss in
     respect of, indebtedness or obligations of others of the kinds referred to
     in clauses (i) through (v) above, (vii) all Debt referred to in clause (i),
     (ii), (iii), (iv), (v) or (vi) above secured by (or for which the holder of
     such Debt has an existing right, contingent or otherwise, to be secured by)
     any lien, security interest or other charge or encumbrance upon or in
     property (including, without limitation, accounts and contract rights)
     owned by such Person, even though such Person has not assumed or become
     liable for the payment of such Debt and (viii) all mandatorily redeemable
     preferred stock of such Person, valued at the applicable redemption price,
     plus accrued and unpaid dividends payable in respect of such redeemable
     preferred stock.

          "Debt Rating" means, as of any date, the higher of the ratings that
           -----------                                                       
     have been most recently announced by either S&P or Moody's, as the case may
     be, for any class of long-term senior unsecured non-credit enhanced debt
     issued by the Borrower.  For purposes of the foregoing, (a) if only one of
     S&P and Moody's shall have in effect a Debt Rating, the Eurodollar Rate
     Margin and the Facility Fee Percentage may be determined by reference to
     the available rating; (b) if any rating established by S&P or Moody's shall
     be changed, such change shall be effective as of the date on which such
     change is first announced publicly by the rating agency making such change;
     and (c) if S&P or Moody's shall change the basis on which ratings are
     established, each reference to the Debt Rating announced by S&P or Moody's,
     as the case may be, shall refer to the then equivalent rating by S&P or
     Moody's, as the case may be.

          "Default" means an event which would constitute an Event of Default
           -------                                                           
     but for the requirement that notice be given or time elapse, or both.

          "Dollars", "dollars" and the sign "$" each means lawful money of the
           -------    -------                -                                
     United States.

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

          "EBITDA" means, for any period, Net Income plus, to the extent
           ------                                    ----               
     deducted in determining such Net Income, the sum of (a) Interest Expense,
     (b) income tax expense, (c) depreciation expense and (d) amortization
     expense, all determined on a Consolidated basis for the Borrower and its
     Subsidiaries in accordance with generally accepted accounting principles.

          "Eligible Assignee" means (i) a commercial bank organized under the
           -----------------                                                 
     laws of the United States, or any State thereof, and having Total Assets in
     excess of $10,000,000,000; (ii) a 

 
     commercial bank organized under the laws of any other country which is a
     member of the OECD or has concluded special lending arrangements with the
     International Monetary Fund associated with its General Arrangements to
     Borrow, or a political subdivision of any such country, and having Total
     Assets in excess of $10,000,000,000; provided, that, such bank is acting 
                                          --------  ----                      
     through a branch or agency located in the United States; (iii) the central
     bank of any country which is a member of the OECD; (iv) any Bank or Lender
     or Affiliate of a Bank or Lender; (v) a finance company, insurance company
     or other financial institution or fund (whether a corporation, partnership
     or other entity) which is engaged in making, purchasing or otherwise
     investing in commercial loans in the ordinary course of its business, and
     having Total Assets in excess of $10,000,000,000; and (vi) any other Person
     mutually acceptable to the Borrower and the Agent.

          "Environmental Laws" means any and all laws, statutes, ordinances,
           ------------------                                               
     rules, regulations, judgments, orders, decrees, permits, licenses, or other
     governmental restrictions or requirements relating to the environment or
     any Hazardous Substance.

          "ERISA Affiliate" means any trade or business (whether or not
           ---------------                                             
     incorporated) which is a member of a controlled group of which the Borrower
     or any Subsidiary of the Borrower is a member or which is under common
     control with the Borrower or any Subsidiary of the Borrower within the
     meaning of Section 414 of the Internal Revenue Code of 1986, as amended
     from time to time, and the regulations promulgated and rulings issued
     thereunder.

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

          "Eurocurrency Liabilities" has the meaning assigned to that term in
           ------------------------                                          
     Regulation D of the Board of Governors of the Federal Reserve System, as in
     effect from time to time.

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

          "Eurodollar Rate" means, for any Interest Period for each Eurodollar
           ---------------                                                    
     Rate Advance comprising part of the same A Borrowing, an interest rate per
     annum equal to the average (rounded upward to the nearest whole multiple of
     1/16 of 1% per annum) of the rates per annum at which deposits in Dollars
     are offered by the principal office of each of the Reference Banks in
     London, England, to prime banks in the London interbank market at 11:00
     A.M. (London time) two Business Days before the first day of such Interest
     Period in an amount substantially equal to such Reference Bank's Eurodollar
     Rate Advance comprising part of such A Borrowing and for a period equal to
     such Interest Period.  The Eurodollar Rate for the Interest Period for each
     Eurodollar Rate Advance comprising part of the same A Borrowing shall be
     determined by the Agent on the basis of the applicable rates given to and
     received by the Agent from the Reference Banks two Business Days prior to
     the first day of such Interest Period, subject, however, to the provisions
                                            -------  -------                   
     of Section 2.09.

          "Eurodollar Rate Advance" means an A Advance which bears interest as
           -----------------------                                            
     provided in Section 2.07(b).

 
          "Eurodollar Rate Margin" means, as of any date, a percentage per annum
           ----------------------                                               
     determined by reference to the highest of the Debt Rating or the CP Rating,
     as the case may be, in effect on such date as set forth below:

                
                  --------------------------------------------------------
                   Debt Rating or CP               Eurodollar Rate Margin 
                        Rating                       for Eurodollar Rate  
                    S&P/Moody's                         Advances          
                  --------------------------------------------------------
                  Level 1                                                 
                  -------                                                 
                                                                          
                  Debt Rating:                                            
                  -----------                                             
                  A+ or above or A1 or above                .13%          
                  --------------------------------------------------------
                  Level 2                                                 
                  -------                                                 
                                                                          
                  Debt Rating:                                            
                  -----------                                             
                  below A+ but at least                                   
                  A- or below A1 but at                                    
                  least A3                                                
                                                                          
                  or                                                      
                                                                          
                  CP Rating:                                              
                  ---------                                               
                  A1 or P1                                 .155%          
                  --------------------------------------------------------
                  Level 3                                                 
                  -------                                                 
                                                                          
                  Debt Rating:                                            
                  -----------                                             
                  below A- but at least                                   
                  BBB- or below A3                                        
                  but at least Baa3                                       
                                                                          
                  or                                                      
                                                                          
                  CP Rating:                                              
                  ---------                                               
                  below A1 or below                                       
                  P1                                        .21%          
                  --------------------------------------------------------
                  Level 4                                                 
                  -------                                                 
                                                                          
                  Debt Rating:                                            
                  -----------                                             
                  none for S&P or                                         
                  Moody's or                                              
                                                                          
                  below BBB- or                                             
                  below Baa3                                               
                                                                          
                  and                                                     
                                                                          
                  CP Rating:                                              
                  ---------                                               
                  None from S&P or                                        
                  Moody's                                   .31%          
                  --------------------------------------------------------

                                                                   

 
          "Eurodollar Rate Reserve Percentage" of any Lender for any Interest
           ----------------------------------                                
     Period for any Eurodollar Rate Advance means the reserve percentage
     applicable during such Interest Period (or if more than one such percentage
     shall be so applicable, the daily average of such percentages for those
     days in such Interest Period during which any such percentage shall be so
     applicable) under regulations issued from time to time by the Board of
     Governors of the Federal Reserve System (or any successor) for determining
     the maximum reserve requirement (including, without limitation, any
     emergency, supplemental or other marginal reserve requirement) for such
     Lender with respect to liabilities or assets consisting of or including
     Eurocurrency Liabilities having a term equal to such Interest Period.

          "Events of Default" has the meaning specified in Section 7.01.
           -----------------                                            

          "Facility Fee Percentage" means, as of any date, a percentage per
           -----------------------                                         
     annum determined by reference to the highest of the Debt Rating or the CP
     Rating, as the case may be, as set forth below:

                    --------------------------------------------------
                    Debt Rating or CP                                      
                          Rating                      Facility Fee  
                       S&P/Moody's                                         
                    --------------------------------------------------
                    Level 1                                                
                    -------                                                
                                                                           
                    Debt Rating:                                           
                    -----------                                            
                    A+ or above or A1 or above            .06%           
                    --------------------------------------------------
                    Level 2                                           
                    -------                                                
                                                                           
                    Debt Rating:                                           
                    -----------                                            
                    below A+ but at least                                  
                    A- or below A1 but                                     
                    at least A3                                            
                                                                           
                    or                                                     
                                                                           
                    CP Rating:                                             
                    ---------                                              
                    A1 or P1                              .07%       
                    --------------------------------------------------
                    Level 3                                                
                    -------                                                
                                                                           
                    Debt Rating:                                           
                    -----------                                            
                    below A- but at least                                  
                    BBB- or below A3                                       
                    but at least Baa3                                      
                                                                           
                    or                                                     
                                                                           
                    CP Rating:                                             
                    ---------                                              
                    below A1 or below                                      
                    P1                                    .115%       
                    --------------------------------------------------
 

 
                    ----------------------------------------
                    Level 4                                                
                    -------                                                
                                                                           
                    Debt Rating:                                           
                    -----------                                            
                    none for S&P or                                        
                    Moody's or                                              
                                                                           
                    below BBB- or                                          
                    below Baa3                                              
                                                                           
                    and                                                    
                                                                           
                    CP Rating:                                             
                    ---------                                              
                    None from S&P or                                       
                    Moody's                         .19%       
                    ----------------------------------------

          "Federal Funds Rate" means, for any period, a fluctuating interest
           ------------------                                               
     rate per annum equal for each day during such period to the weighted
     average of the rates on overnight Federal funds transactions with members
     of the Federal Reserve System arranged by Federal funds brokers, as
     published for such day (or, if such day is not a Business Day, for the next
     preceding Business Day) by the Federal Reserve Bank of New York, or, if
     such rate is not so published for any day which is a Business Day, the
     average of the quotations for such day on such transactions received by the
     Agent from three Federal funds brokers of recognized standing selected by
     it.

          "Fiscal Quarter" means any quarter in any Fiscal Year, the duration of
           --------------                                                       
     such quarter being defined in accordance with generally accepted accounting
     principles consistent with those applied in the preparation of the
     Borrower's financial statements referred to in Section 5.01(e).

          "Fiscal Year" means a fiscal year of the Borrower and its
           -----------                                             
     Subsidiaries.

          "Hazardous Substance" means (i) any hazardous substance or toxic
           -------------------                                            
     substance as such terms are presently defined or used in (S) 101(14) of
     CERCLA (42 U.S.C. (S) 9601(14)), in 33 U.S.C. (S) 1251 et.seq. (Clean Water
                                                            -- ---              
     Act), or 15 U.S.C. (S) 2601 et.seq. (Toxic Substances Control Act) and (ii)
                                 -- ---                                         
     as of any date of determination, any additional substances or materials
     which are hereafter incorporated in or added to the definition of
     "hazardous substance" or "toxic substance" for purposes of CERCLA or any
     other applicable law.

          "Interest Expense" of any Person for any period means the aggregate
           ----------------                                                  
     amount of interest or fees (other than agency fees payable to the Agent, as
     such) paid, accrued or scheduled to be paid or accrued in respect of any
     Debt (including the interest portion of rentals under Capital Leases) and
     all but the principal component of payments in respect of conditional
     sales, equipment trust or other title retention agreements paid, accrued or
     scheduled to be paid or accrued by such Person during such period,
     determined in accordance with generally accepted accounting principles.

          "Interest Period" means, for each Eurodollar Rate Advance comprising
           ---------------                                                    
     part of the same A Borrowing, the period commencing on the date of such
     Type of A Advance or the date of the Conversion of any A Advance into such
     Type of an A Advance and ending on the last day of the period selected by
     the Borrower pursuant to the provisions below and, thereafter, each
     subsequent period commencing on the last day of the immediately preceding
     Interest Period and 

 
     ending on the last day of the period selected by the Borrower pursuant to
     the provisions below. The duration of each such Interest Period shall be 1,
     2, 3 or 6 months in the case of a Eurodollar Rate Advance, in each case as
     the Borrower may, upon notice received by the Agent not later than 12:00
     noon (New York City time) on the third Business Day prior to the first day
     of such Interest Period, select; provided, however, that: 
                                      --------  -------         
          
               (i)    the Borrower may not select any Interest Period which ends
          after the Revolver Termination Date;

               (ii)   Interest Periods commencing on the same date for A
          Advances comprising part of the same A Borrowing shall be of the same
          duration;

               (iii)  whenever the last day of any Interest Period would
          otherwise occur on a day other than a Business Day, the last day of
          such Interest Period shall be extended to occur on the next succeeding
          Business Day, provided, in the case of any Interest Period for a
                        --------                                          
          Eurodollar Rate Advance, that if such extension would cause the last
          day of such Interest Period to occur in the next following calendar
          month, the last day of such Interest Period shall occur on the next
          preceding Business Day; and

               (iv)   the Borrower may request in a Notice of A Borrowing an
          Interest Period of 9 or 12 months for a Eurodollar Rate Advance and
          the Interest Period for such Eurodollar Rate Advance shall be 9 or 12
          months, as requested by the Borrower, if, and only if, the Agent
          determines a Eurodollar Rate for the tenor of such Interest Period and
          the Majority Lenders do not notify the Agent pursuant to Section
          2.09(b) that the Eurodollar Rate for such Interest Period will not
          adequately reflect the cost to such Majority Lenders of making,
          funding or maintaining their respective Eurodollar Rate Advances for
          such Interest Period; if both of the preceding conditions are not
          satisfied with respect to such requested 9 or 12 month Interest
          Period, the duration of the requested Interest Period shall be the
          alternative specified in the Notice of A Borrowing, or, if no
          alternative Interest Period is selected, 6 months.

          "Lenders" means the Banks listed on the signature pages hereof and
           -------                                                          
     each Eligible Assignee that shall become a party hereto pursuant to Section
     9.07.

          "Lien" means any assignment, chattel mortgage, pledge or other
           ----                                                         
     security interest or any mortgage, deed of trust or other lien, or other
     charge or encumbrance, upon property or rights (including after-acquired
     property or rights), or any preferential arrangement with respect to
     property or rights (including after-acquired property or rights) which has
     the practical effect of constituting a security interest or lien.

          "Majority Lenders" means, at any time, A Lenders owed at least 66 2/3%
           ----------------                                                     
     of the then aggregate unpaid principal amount of the A Advances held by A
     Lenders, or, if no such principal amount is then outstanding, A Lenders
     having at least 66 2/3% of the A Commitments.

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

          "Material Adverse Effect" means a material adverse effect on the
           -----------------------                                        
     financial condition or results of operations of the Borrower and its
     Subsidiaries taken as a whole.

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

          "Net Income" of any Person means, for any period, net income before
           ----------                                                        
     (i) extraordinary items, (ii) the results of discontinued operations and
     (iii) the effect of any cumulative change in accounting principles,
     determined in accordance with generally accepted accounting principles.

          "Non-Retail Assets" means property (tangible and intangible) that is
           -----------------                                                  
     not used, sold or consumed in a Retail Business.

          "Non-Retail Business" means, with respect to any Person, that such
           -------------------                                              
     Person is not engaged in the Retail Business.

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

          "Notice of B Borrowing" has the meaning specified in Section 2.03(a).
           ---------------------                                               

          "Obligations" means all obligations of the Borrower now or hereafter
           -----------                                                        
     existing under this Agreement, whether for principal, interest, fees,
     expenses, indemnification or otherwise.

          "OECD" means the Organization for Economic Cooperation and
           ----                                                     
     Development.

          "Permitted Lien" means:
           --------------        

               (i)    Liens for taxes, assessments or governmental charges or
          levies to the extent not past due or to the extent contested, in good
          faith, by appropriate proceedings and for which adequate reserves have
          been established;

               (ii)   Liens imposed by law, such as materialman's, mechanic's,
          carrier's, worker's, landlord's and repairman's Liens and other
          similar Liens arising in the ordinary course of business which relate
          to obligations which are not overdue for a period of more than 30 days
          or which are being contested in good faith, by appropriate proceedings
          and for which reserves required by generally accepted accounting
          principles have been established;

               (iii)  pledges or deposits in the ordinary course of business to
          secure nondelinquent obligations under worker's compensation or
          unemployment laws or similar legislation or to secure the performance
          of leases or contracts entered into in the ordinary course of business
          or of public or nondelinquent statutory obligations, bids, or appeal
          bonds;

               (iv)   Liens upon or in, and limited to, any property acquired or
          held by the Borrower or any of its Subsidiaries to secure the purchase
          price of such property or to secure indebtedness incurred solely for
          the purpose of financing or refinancing the acquisition of any such
          property to be subject to such Liens, or Liens existing on any such
          property at the time of acquisition;

 
               (v)     Liens upon any assets subject to a Capital Lease and
          securing payment of the obligations arising under such Capital Lease;

               (vi)    zoning restrictions, easements, licenses, landlord's
          Liens or restrictions on the use of property which do not materially
          impair the use of such property in the operation of the business of
          the Borrower or any of its Subsidiaries;

               (vii)   Liens of the Borrower and its Subsidiaries not described
          in the foregoing clauses (i) through (vi), existing of the date hereof
          and listed on Schedule III hereof;

               (viii)  Liens not described in subclauses (i) through (vii) above
          that relate to liabilities not in excess of $20,000,000 in the
          aggregate; and

               (ix)    extensions, renewals or replacements of Liens described
          in subclauses (i v), (v), (vii) and (viii) for the same or lesser
          amount; provided, that, no such extension, renewal or replacement
                  --------  ----  
          shall extend to or cover any property not theretofore subject to the
          Lien being extended, renewed or replaced.

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

          "Plan" means an employee benefit plan (other than a Multiemployer
           ----                                                            
     Plan) maintained by the Borrower, any Subsidiary of the Borrower or any
     ERISA Affiliate for its employees and subject to Title IV of ERISA.

          "RCRA" means the Resource Conservation and Recovery Act of 1976, as
           ----                                                              
     amended (42 U.S.C. (S) 6901 et seq.), and any regulations promulgated
                                 -- ---                                   
     thereunder.

          "Reference Banks" means Citibank, N.A., The Hongkong and Shanghai
           ---------------                                                 
     Banking Corporation Limited and Bank of America, N.A.

          "Responsible Officer" means, with respect to any certificate, report
           -------------------                                                
     or notice to be delivered or given hereunder, unless the context otherwise
     requires, the president, chief executive officer or chief financial officer
     of the Borrower or other executive officer of the Borrower who in the
     normal performance of his or her operational duties would have knowledge of
     the subject matter relating to such certificate, report or notice.

          "Register" has the meaning specified in Section 9.07(c).
           --------                                               

          "Retail Assets" means property (tangible and intangible) that is used,
           -------------                                                        
     sold or consumed in a Retail Business.

          "Retail Business" means, with respect to any Person, that such Person
           ---------------                                                     
     is engaged in the business of manufacturing, producing, supplying,
     distributing or selling apparel, home furnishings, accessories, specialty
     foods and related products or goods.

          "Revolver Termination Date" means, subject to Section 2.14 hereof,
           -------------------------                                        
     June 27, 2005 or the earlier date of termination in whole of the A
     Commitments pursuant to Section 2.05 or 7.01.

 
         "Subsidiary" means, with respect to any Person, any corporation,
           ----------                                                     
     partnership, trust or other Person of which more than 50% of the
     outstanding capital stock (or similar property right in the case of
     partnerships and trusts) having ordinary voting power to elect a majority
     of the board of directors of such corporation (or similar governing body or
     Person with respect to partnerships and trusts) (irrespective of whether or
     not at the time capital stock of any other class or classes of such
     corporation shall or might have voting power upon the occurrence of any
     contingency) 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.

          "364-Day Credit Agreement" means the Second Amended and Restated
           ------------------------                                       
     Credit Agreement dated as of the date hereof among the Borrower, the LC
     Subsidiaries (as defined therein), the financial institutions party thereto
     as lenders, Citibank, N.A., as Issuing Bank (as defined therein), and CUSA,
     as agent for the Issuing Bank and such lenders, as the same may be amended,
     supplemented or otherwise modified from time to time.

          "Total Assets" of any Person means all property, whether real,
           ------------                                                 
     personal, tangible, intangible or otherwise, which, in accordance with
     generally accepted accounting principles, should be included in determining
     total assets as shown on the assets portion of a balance sheet of such
     Person.

          "Type" refers to the distinction among Advances bearing interest at
           ----                                                              
     the Base Rate and Advances bearing interest at the Eurodollar Rate.

SECTION 1.02  Computation of Time Periods. In this Agreement in the computation 
              ---------------------------                           
of periods of time from a specified date to a later specified date, the word
"from" means "from and including" and the words "to" and "until" each means "to
but excluding".

SECTION 1.03  Accounting Terms.  All accounting terms not specifically defined 
              ----------------                                        
herein shall be construed in accordance with generally accepted accounting
principles consistent with those applied in the preparation of the financial
statements referred to in Section 5.01(e).

                                  ARTICLE II
                       AMOUNTS AND TERMS OF THE ADVANCES

SECTION 2.01  The A Advances.  Each A Lender severally agrees, on the terms and 
              --------------                                               
conditions hereinafter set forth, to make A Advances to the Borrower from time
to time on any Business Day during the period from the date hereof until the
Revolver Termination Date in an aggregate amount not to exceed at any time
outstanding such A Lender's A Commitment, provided, that, the aggregate amount
                                          --------  ----                      
of the A Commitments of the A Lenders shall be deemed used from time to time to
the extent of the aggregate amount of the B Advances then outstanding and such
deemed use of the aggregate amount of the A Commitments shall be applied to the
A Lenders ratably according to their respective A Commitments (such deemed use
of the aggregate amount of the A Commitments being a "B Reduction").  Each A
Borrowing shall be in an aggregate amount not less than (i) $15,000,000, in the
case of an A Borrowing consisting of Eurodollar Rate Advances and (ii)
$1,000,000, in the case of an A Borrowing consisting of Base Rate Advances, or,
in each case, in integral multiples of $1,000,000 in excess thereof and shall
consist of A Advances of the same Type made on the same day by the A Lenders
ratably according to their respective A Commitments.  Within the limits of each
A Lender's A Commitment, the Borrower may from time to time borrow, prepay
pursuant to Section 2.11(b) and reborrow under this Section 2.01.

SECTION 2.02  Making the A Advances. (a) Each A Borrowing shall be made on 
              ---------------------                                        
notice, given not later than (i) 12:00 noon (New York City time) on the third
Business Day prior to the date of the proposed A Borrowing, if such proposed A
Borrowing consists of Eurodollar Rate Advances and (ii) 10:00 A.M. (New 

 
York City time) on the day of such proposed A Borrowing, if such proposed A
Borrowing consists of Base Rate Advances, by the Borrower to the Agent, which
shall give to each A Lender prompt notice thereof by telecopier, telex or cable.
Each such notice of an A Borrowing (a "Notice of A Borrowing") shall be by
telecopier, telex, cable or telephone (and if by telephone, confirmed
immediately in writing), in substantially the form of Exhibit A-1 hereto,
specifying therein the requested (i) date of such A Borrowing, (ii) Type of A
Advances comprising such A Borrowing, (iii) aggregate amount of such A Borrowing
and (iv) in the case of an A Borrowing comprised of Eurodollar Rate Advances,
initial Interest Period for each such A Advance. Each A Lender shall, before
12:00 noon (New York City time) on the date of such A Borrowing, make available
for the account of its Applicable Lending Office to the Agent at its address
referred to in Section 9.02, in same day funds, such A Lender's ratable portion
of such A Borrowing. After the Agent's receipt of such funds and upon
fulfillment of the applicable conditions set forth in Article IV, the Agent will
make such funds available to the Borrower at the Agent's aforesaid address.

(b)  Anything in subsection (a) above to the contrary notwithstanding, the
Borrower may not select Eurodollar Rate Advances for any A Borrowing if the
aggregate amount of such A Borrowing is less than $1,000,000 multiplied by the
number of A Lenders.

(c)   Each Notice of A Borrowing shall be irrevocable and binding on the
Borrower. In the case of any A Borrowing which the related Notice of A Borrowing
specifies is to be comprised of Eurodollar Rate Advances, the Borrower shall
indemnify each A Lender against any loss, cost or expense incurred by such A
Lender as a result of any failure to fulfill on or before the date specified in
such Notice of A Borrowing for such A Borrowing the applicable conditions set
forth in Article IV, including, without limitation, any loss (including loss of
anticipated profits), cost or expense incurred by reason of the liquidation or
reemployment of deposits or other funds acquired by such A Lender to fund the A
Advance to be made by such A Lender as part of such A Borrowing when such A
Advance, as a result of such failure, is not made on such date.

(d)   Unless the Agent shall have received notice from an A Lender prior to the
date of any A Borrowing that such A Lender will not make available to the Agent
such A Lender's ratable portion of such A Borrowing, the Agent may assume that
such A Lender has made such portion available to the Agent on the date of such A
Borrowing in accordance with subsection (a) of this Section 2.02 and the Agent
may, in reliance upon such assumption, make available to the Borrower on such
date a corresponding amount. If and to the extent that such A Lender shall not
have so made such ratable portion available to the Agent, such A Lender and the
Borrower severally agree to repay to the Agent forthwith on demand such
corresponding amount together with interest thereon, for each day from the date
such amount is made available to the Borrower until the date such amount is
repaid to the Agent at (i) in the case of the Borrower, the interest rate
applicable at the time to A Advances comprising such A Borrowing and (ii) in the
case of such A Lender, the Federal Funds Rate. If such A Lender shall repay to
the Agent such corresponding amount, such amount so repaid shall constitute such
A Lender's A Advance as part of such A Borrowing for purposes of this Agreement.

(e)   The failure of any A Lender to make the A Advance to be made by it as part
of any A Borrowing shall not relieve any other A Lender of its obligation, if
any, hereunder to make its A Advance on the date of such A Borrowing, but no A
Lender shall be responsible for the failure of any other A Lender to make the A
Advance to be made by such other A Lender on the date of any A Borrowing.

SECTION 2.03  The B Advances. (a) Each A Lender severally agrees that the
              --------------                                               
Borrower may make B Borrowings under this Section 2.03 from time to time on any
Business Day during the period from the date hereof until the date occurring 7
days prior to the Revolver Termination Date in the manner set forth below;
provided, that, following the making of each B Borrowing, the aggregate amount
--------  ----                                                                
of the Advances then outstanding shall not exceed the aggregate amount of the A
Commitments of the A Lenders (computed without regard to any B Reduction).

          (i)   The Borrower may request a B Borrowing under this Section 2.03
     by delivering to the Agent (or to each A Lender if the Borrower is
     conducting the auction for B Advances pursuant to subsection (g) of this
     Section 2.03), by telecopier, telex or cable, confirmed 

 
     immediately in writing, a notice of a B Borrowing (a "Notice of B
     Borrowing"), in substantially the form of Exhibit A-2 hereto, specifying
     the date and aggregate amount of the proposed B Borrowing, the maturity
     date for repayment of each B Advance to be made as part of such B Borrowing
     (which maturity date may not be earlier than the date occurring 7 days
     after the date of such B Borrowing or later than the Revolver Termination
     Date), the interest payment date or dates relating thereto, and any other
     terms to be applicable to such B Borrowing, not later than 3:00 P.M. (New
     York City time) (A) at least one Business Day prior to the date of the
     proposed B Borrowing, if the Borrower shall specify in the Notice of B
     Borrowing that the rates of interest to be offered by the A Lenders shall
     be fixed rates per annum and (B) at least four Business Days prior to the
     date of the proposed B Borrowing, if the Borrower shall instead specify in
     the Notice of B Borrowing the basis to be used by the A Lenders in
     determining the rates of interest to be offered by them. If the Agent is
     conducting the auction for B Advances, it shall in turn promptly notify
     each A Lender of each request for a B Borrowing received by it from the
     Borrower by sending such A Lender a copy of the related Notice of B
     Borrowing.

          (ii)   Each A Lender may, if, in its sole discretion, it elects to do
     so, irrevocably offer to make one or more B Advances to the Borrower as
     part of such proposed B Borrowing at a rate or rates of interest specified
     by such Lender in its sole discretion, by notifying the Agent (which shall
     give prompt notice thereof to the Borrower) or the Borrower (if it is
     conducting the auction for B Advances pursuant to subsection (g) of this
     Section 2.03), before 10:30 A.M. (New York City time) (A) on the date of
     such proposed B Borrowing, in the case of a Notice of B Borrowing delivered
     pursuant to clause (A) of paragraph (i) above and (B) three Business Days
     before the date of such proposed B Borrowing, in the case of a Notice of B
     Borrowing delivered pursuant to clause (B) of paragraph (i) above, of the
     minimum amount and maximum amount of each B Advance which such A Lender
     would be willing to make as part of such proposed B Borrowing (which
     amounts may, subject to the proviso to the first sentence of this Section
     2.03(a), exceed such A Lender's A Commitment), the rate or rates of
     interest therefor and such A Lender's Applicable Lending Office with
     respect to such B Advance; provided, that, if the Agent in its capacity as
                                --------  ----                                 
     an A Lender shall, in its sole discretion, elect to make any such offer and
     the Agent is conducting the auction for B Advances, it shall notify the
     Borrower of such offer before 10:00 A.M. (New York City time) on the date
     on which notice of such election is to be given to the Agent by the other A
     Lenders.  If any A Lender shall elect not to make such an offer, such A
     Lender shall so notify the Agent, or the Borrower (if it is conducting the
     auction for the B Advances pursuant to subsection (g) of this Section
     2.03), before 10:30 A.M. (New York City time) on the date on which notice
     of such election is to be given to the Agent or the Borrower (if it is
     conducting the auction for the B Advances pursuant to subsection (g) of
     this Section 2.03) by the other A Lenders, and such A Lender shall not be
     obligated to, and shall not, make any B Advance as part of such B
     Borrowing; provided, that, the failure by any A Lender to give such notice
                --------  ----                                                 
     shall not cause such A Lender to be obligated to make any B Advance as part
     of such proposed B Borrowing.

          (iii)  The Borrower shall, in turn, (A) before 12:00 noon (New York
     City time) on the date of such proposed B Borrowing, in the case of a
     Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i)
     above and (B) before 1:00 P.M. (New York City time) three Business Days
     before the date of such proposed B Borrowing, in the case of a Notice of B
     Borrowing delivered pursuant to clause (B) of paragraph (i) above, either:

 
               (x)  cancel such B Borrowing by giving the Agent (or each A
          Lender if the Borrower is conducting the auction for the B Advances
          pursuant to subsection (g) of this Section 2.03) notice to that
          effect; or

               (y)  accept one or more of the offers made by any A Lender or A
          Lenders pursuant to paragraph (ii) above, in its sole discretion, by
          giving notice to the Agent (or each such A Lender, if the Borrower is
          conducting the auction for B Advances pursuant to subsection (g) of
          this Section 2.03) of the amount of each B Advance (which amount shall
          be equal to or greater than the minimum amount, and equal to or less
          than the maximum amount, notified to the Borrower by the Agent on
          behalf of such A Lender (or by each A Lender, if the Borrower is
          conducting the auction for B Advances pursuant to subsection (g) of
          this Section 2.03) for such B Advance pursuant to paragraph (ii)
          above) to be made by each A Lender as part of such B Borrowing, and
          reject any remaining offers made by A Lenders pursuant to paragraph
          (ii) above by giving the Agent (or each A Lender, if the Borrower is
          conducting the auction for B Advances pursuant to subsection (g) of
          this Section 2.03) notice to that effect.

          (iv) If the Borrower notifies the Agent that such B Borrowing is
     cancelled pursuant to paragraph (iii)(x) above, the Agent shall give prompt
     notice thereof to the A Lenders, and such B Borrowing shall not be made.

          (v)  If the Borrower accepts one or more of the offers made by any A
     Lender or A Lenders pursuant to paragraph (iii)(y) above, the Agent, if it
     is conducting the auction for the B Advances, or the Borrower, if it is
     conducting the auction for the B Advances pursuant to subsection (g) of
     this Section 2.03, shall promptly notify (A) each A Lender that has made an
     offer as described in paragraph (ii) above, of the date and aggregate
     amount of such B Borrowing, of the lowest and highest interest rates
     offered to the Borrower by the A Lenders in connection with such B
     Borrowing and whether or not any offer or offers made by such A Lender
     pursuant to paragraph (ii) above have been accepted by the Borrower and (B)
     each A Lender that is to make a B Advance as part of such B Borrowing, of
     the amount of each B Advance to be made by such A Lender as part of such B
     Borrowing.  If the Borrower is conducting the auction for the B Advances
     pursuant to subsection (g) of this Section 2.03, it shall concurrently with
     the notices given by it to the A Lenders pursuant to the previous sentence,
     provide a copy of all such notices to the Agent.  The Agent shall in turn
     notify each A Lender that is to make a B Advance as part of such B
     Borrowing, upon receipt, that the Agent has received forms of documents
     appearing to fulfill the applicable conditions set forth in Article V.
     Each A Lender that is to make a B Advance as part of such B Borrowing
     shall, before 2:00 P.M. (New York City time) on the date of such B
     Borrowing specified in the notice received from the Agent (or from the
     Borrower if it is conducting the auction for B Advances pursuant to
     subsection (g) of this Section 2.03) pursuant to clause (A) above or any
     later time when such A Lender shall have received notice from the Agent
     pursuant to the preceding sentence, make available (i) if the Agent is
     conducting the auction for B Advances, to the Agent for the account of its
     Applicable Lending Office at its address referred to in Section 9.02 such A
     Lender's portion of such B Borrowing, in same day funds or (ii) if the
     Borrower is conducting the auction for B Advances pursuant subsection (g)
     of this Section 2.03, to the Borrower at the account designated by it, such
     A Lender's portion of such B Borrowing, in same day funds.  Upon
     fulfillment of the applicable conditions set forth in Article IV, and after
     receipt by the Agent of such funds (if the Agent conducted the auction
     relating to such B Borrowing), the Agent will make such funds available to
     the Borrower at the Agent's aforesaid address.  Promptly after each B
     Borrowing the Agent will 

 
     notify each A Lender of the amount of the B Borrowing, the consequent B
     Reduction and the dates upon which such B Reduction commenced and will
     terminate.

(b)  Each B Borrowing shall be in an aggregate amount not less than $5,000,000
or an integral multiple of $1,000,000 in excess thereof and, following the
making of each B Borrowing, the Borrower shall be in compliance with the
limitation set forth in the proviso to the first sentence of subsection (a)
above. The Borrower may not accept offers for B Advances in excess of the
aggregate amount specified in its Notice of B Borrowing given with respect to
each proposed B Borrowing.

(c)  Within the limits and on the conditions set forth in this Section 2.03, the
Borrower may from time to time borrow under this Section 2.03, repay or prepay
pursuant to subsection (d) below, and reborrow under this Section 2.03. The
Borrower may not make more than one B Borrowing on any Business Day.

(d)  If the Agent conducted the applicable auction relating to the B Advance to
be repaid, the Borrower shall repay to the Agent for the account of each A
Lender which has made a B Advance on the maturity date of each B Advance (such
maturity date being that specified by the A Lender for repayment of such B
Advance in the related offer delivered pursuant to subsection (a)(ii) above),
the then unpaid principal amount of such B Advance. If the Borrower conducted
the applicable auction relating to the B Advance to be repaid, the Borrower
shall repay directly to each A Lender that made a B Advance on the maturity date
of each B Advance (such maturity date being that specified by the A Lender for
repayment of such B Advance in the related offer delivered pursuant to
subsection (a)(ii) above), the then unpaid principal amount of such B Advance at
the account designated by such A Lender to the Borrower. The Borrower shall have
no right to prepay any principal amount of any B Advance unless, and then only
on the terms, specified for such B Advance in the offer delivered pursuant to
subsection (a)(ii) above.

(e)  The Borrower shall pay interest on the unpaid principal amount of each B
Advance from the date of such B Advance to the date the principal amount of such
B Advance is repaid in full, at the rate of interest for such B Advance
specified by the A Lender making such B Advance in its offer with respect
thereto delivered pursuant to subsection (a)(ii) above, payable on the interest
payment date or dates specified by the Borrower in its Notice of B Borrowing
with respect thereto delivered pursuant to subsection (a)(i) above. Such
interest shall be paid directly to the A Lender that made the B Advance at the
account designated by it to the Borrower, if the Borrower conducted the
applicable auction relating to the B Advance on which interest is to be paid,
and to the Agent for the account the Applicable Lending Office of each A Lender
that made a B Advance, if the Agent conducted the auction relating to the B
Advance on which interest is to be paid.

(f)  The indebtedness of the Borrower to an A Lender resulting from each B
Advance made to the Borrower as part of a B Borrowing shall be evidenced by such
A Lender's loan account referred to in Section 3.04; provided, however, that
upon the request of such A Lender, the Borrower shall execute and deliver to
such A Lender a promissory note, in substantially the form of Exhibit E hereto,
in the face amount of the B Advance made by such A Lender as part of a B
Borrowing.

(g)  If the Borrower so elects, it may conduct, from time to time, auctions for
B Advances in accordance with the foregoing provisions.

SECTION 2.04   Fees.
               ---- 
(a)  Facility Fee.  The Borrower agrees to pay to the Agent for the account of
     ------------                                                             
each A Lender a facility fee, accruing at the rate per annum equal to the
Facility Fee Percentage in effect from and after the date hereof, on the amount
of such A Lender's A Commitment (computed without giving effect to any B
Reduction or any other usage of the A Commitment of such A Lender), payable
quarterly in arrears on the last day of each January, April, July and October
and on the Revolver Termination Date.

(b)  Utilization Fee.  The Borrower agrees to pay to the Agent for the account
     ---------------                                                          
of each A Lender a utilization fee, accruing, during all periods from and after
the date hereof when the aggregate amount of outstanding A Advances made by such
A Lender exceeds 50% of such A Lender's A Commitment (without regard to any
usage thereof), at the rate of 0.05% per annum on the aggregate amount of such A
Advances outstanding 

 
from time to time during such periods, payable quarterly in arrears on the last
day of each January, April, July and October and on the Revolver Termination
Date.

(c)  Other Fees.  The Borrower hereby agrees to pay the fees and charges
     ----------                                                         
referred to in that certain letter agreement, dated as of the date hereof, among
the Borrower and the Agent.

SECTION 2.05   Reduction of the A Commitments.  The Borrower shall have the
               ------------------------------                              
right, upon at least three Business Days' notice to the Agent, to irrevocably
terminate in whole or reduce ratably in part the unused portions of the
respective A Commitments of the A Lenders, provided, the aggregate amount of the
                                           --------                             
A Commitments of the A Lenders shall not be reduced to an amount which is less
than the aggregate principal amount of the B Advances then outstanding and
provided, further that each partial reduction shall be in the aggregate amount
of $25,000,000 or an integral multiple of $1,000,000 in excess thereof.

SECTION 2.06  Repayment of A Advances.  The Borrower shall repay in full the
              -----------------------                                       
principal amount of each A Advance owing to each A Lender, together with accrued
interest and fees thereon, on the Revolver Termination Date.

SECTION 2.07  Interest on A Advances.  The Borrower shall pay interest on the
              ----------------------                                     
unpaid principal amount of each A Advance made by each A Lender from the date of
such A Advance until such principal amount shall be paid in full, at the
following rates per annum:

              (a)   Base Rate Advances.  If such A Advance is a Base Rate 
                    ------------------       
     Advance, a rate per annum equal at all times to the Base Rate in effect
     from time to time, payable quarterly on the last day of each April, July,
     October, and January and on the date such Base Rate Advance shall be
     Converted or paid in full; provided, that, any amount of principal which is
                                --------  ----
     not paid when due (whether at stated maturity, by acceleration or
     otherwise) shall bear interest, from the date on which such amount is due
     until such amount is paid in full, payable on demand, at a rate per annum
     equal at all times to 2% per annum above the Base Rate in effect from time
     to time.

              (b)   Eurodollar Rate Advances.  If such A Advance is a Eurodollar
                    ------------------------                                    
     Rate Advance, a rate per annum equal at all times during the Interest
     Period for such A Advance to the sum of the Eurodollar Rate for such
     Interest Period plus the Eurodollar Rate Margin, payable on the last day of
     such Interest Period and, if such Interest Period has a duration of more
     than three months, on each day which occurs during such Interest Period
     every three months from the first day of such Interest Period; provided,
                                                                    -------- 
     that, any amount of principal which is not paid when due (whether at stated
     ----                                                                       
     maturity, by acceleration or otherwise) shall bear interest, from the date
     on which such amount is due until such amount is paid in full, payable on
     demand, at a rate per annum equal at all times to (x) after the expiration
     of the Interest Period related to such principal amount, 2% per annum above
     the Base Rate in effect from time to time and (y) prior to the expiration
     of the Interest Period related to such principal amount, 2% per annum above
     the rate per annum required to be paid on such A Advance immediately prior
     to the date on which such principal amount became due.

SECTION 2.08  Additional Interest on Eurodollar Rate Advances.  The Borrower 
              -----------------------------------------------               
shall pay to each A Lender, so long as such A Lender shall be required under
regulations of the Board of Governors of the Federal Reserve System to maintain
reserves with respect to liabilities or assets consisting of or including
Eurocurrency Liabilities, additional interest on the unpaid principal amount of
each Eurodollar Rate Advance of such A Lender, from the date of such A Advance
until such principal amount is paid in full, at an interest rate per annum equal
at all times to the remainder obtained by subtracting (i) the Eurodollar Rate
for the Interest Period for such A Advance from (ii) the rate obtained by
dividing such Eurodollar Rate by a percentage equal to 100% minus the Eurodollar
Rate Reserve Percentage of such A Lender for such Interest Period, payable on
each date on which interest is payable on such A Advance.  Such additional
interest shall be determined by such A Lender and notified to the Borrower
through the Agent.

 
SECTION 2.09  Interest Rate Determination.  (a) Each Reference Bank agrees to
              ---------------------------                                 
furnish to the Agent timely information for the purpose of determining the
Eurodollar Rate. If any one or more of the Reference Banks shall not furnish
such timely information to the Agent for the purpose of determining any interest
rate, the Agent shall determine such interest rate on the basis of timely
information furnished by the remaining Reference Banks. The Agent shall give
prompt notice to the Borrower and the A Lenders of the applicable interest rate
determined by the Agent for purposes of Section 2.07(a) or (b), and the
applicable rate, if any, furnished by each Reference Bank for the purpose of
determining the applicable interest rate under Section 2.07(b).

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

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

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

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

(d)  On the date on which the aggregate unpaid principal amount of A Advances
comprising any A Borrowing shall be reduced, by payment or prepayment or
otherwise, to less than $1,000,000 multiplied by the number of A Lenders, such A
Advances shall, if they are A Advances of a Type other than Base Rate Advances,
automatically Convert into Base Rate Advances, and on and after such date the
right of the Borrower to Convert such A Advances into A Advances of a Type other
than Base Rate Advances shall terminate; provided, however, that if and so long
                                         --------  -------
as each such A Advance shall be of the same Type and have the same Interest
Period as A Advances comprising another A Borrowing or other A Borrowings, and
the aggregate unpaid principal amount of all such A Advances shall equal or
exceed $1,000,000 multiplied by the number of A Lenders, the Borrower shall have
the right to continue all such A Advances as, or to Convert all such A Advances
into, A Advances of such Type having such Interest Period.

(e)  If fewer than two Reference Banks furnish timely information to the Agent
for determining the Eurodollar Rate for any Eurodollar Rate Advances,

                    (i)    the Agent shall forthwith notify the Borrower and the
     A Lenders that the interest rate cannot be determined for such Eurodollar
     Rate Advances,

                    (ii)   each such A Advance will automatically, on the last
     day of the then existing Interest Period therefor, Convert into a Base Rate
     Advance (or if such A Advance is then a Base Rate Advance, will continue as
     a Base Rate Advance), and

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

SECTION 2.10  Voluntary Conversion of A Advances.  The Borrower may on any
              ----------------------------------                          
Business Day, upon notice given to the Agent not later than 12:00 noon (New York
City time) on the third Business Day prior to the date of the proposed
Conversion and subject to the provisions of Sections 2.09 and 2.13, Convert all
A 

 
Advances of one Type comprising the same A Borrowing into A Advances of another
Type; provided, however, that any Conversion of any Eurodollar Rate Advances
      --------  -------                                            
into A Advances of another Type shall be made on, and only on, the last day of
an Interest Period for such Eurodollar Rate Advances. Each such notice of a
Conversion shall, within the restrictions specified above, specify (i) the date
of such Conversion, (ii) the A Advances to be Converted, and (iii) if such
Conversion is into Eurodollar Rate Advances, the duration of the Interest Period
for each such A Advance.

SECTION 2.11  No Prepayments of A Advances.  (a) The Borrower shall have no 
              ----------------------------                                 
right to prepay any principal amount of any A Advances other than as provided in
subsection (b) below or Section 2.14.

(b)  The Borrower may, upon at least (i) two Business Day's, in the case of
Eurodollar Rate Advances and (ii) same Business Day's, in the case of Base Rate
Advances, notice to the Agent (to be received by the Agent prior to 12:00 noon
(New York City time) stating the proposed date and aggregate principal amount of
the prepayment, and if such notice is given the Borrower shall, prepay the
outstanding principal amounts of the A Advances comprising part of the same A
Borrowing in whole or ratably in part, together with accrued interest to the
date of such prepayment on the principal amount prepaid; provided, however, that
                                                         --------  -------
(x) each partial prepayment shall be in an aggregate principal amount not less
than $15,000,000 if made with respect to Eurodollar Rate Advances, or
$1,000,000, if made with respect to Base Rate Advances, and in each case in
$1,000,000 integral multiples in excess thereof and (y) in the case of any such
prepayment of a Eurodollar Rate Advance, the Borrower shall be obligated to
reimburse the A Lenders in respect thereof pursuant to Section 9.04(b).

SECTION 2.12  Increased Costs.  (a) If, due to either (i) the introduction of or
              ---------------                                             
any change at any time after the date of this Agreement (other than any change
by way of imposition or increase of reserve requirements in the case of
Eurodollar Rate Advances, included in the Eurodollar Rate Reserve Percentage) in
or in the interpretation of any law or regulation or (ii) the compliance after
the date of this Agreement with any guideline or request from any central bank
or other governmental authority (whether or not having the force of law), there
shall be any increase in the cost to any A Lender of agreeing to make or making,
funding or maintaining Eurodollar Rate Advances, then the Borrower shall from
time to time, upon demand by such A Lender (with a copy of such demand to the
Agent), pay to the Agent for the account of such A Lender additional amounts
sufficient to compensate such A Lender for such increased cost; provided, that,
                                                                --------  ---- 
the Borrower shall have no obligation to reimburse any A Lender for increased
costs incurred more than 60 days prior to the date of such demand.  A
certificate as to the amount of such increased cost setting forth the basis for
the calculation of such increased costs, submitted  to the Borrower and the
Agent by such A Lender, shall be conclusive and binding for all purposes, absent
manifest error.

(b)  If, at any time after the date of this Agreement, any A Lender determines
that compliance with any law or regulation or any guideline or request from any
central bank or other governmental authority (whether or not having the force of
law) affects or would affect the amount of capital required or expected to be
maintained by such A Lender or any corporation controlling such A Lender and
that the amount of such capital is increased by or based upon the existence of
such A Lender's commitment to lend hereunder and other commitments of this type,
then, upon demand by such A Lender (with a copy of such demand to the Agent),
the Borrower shall immediately pay to the Agent for the account of such A
Lender, from time to time as specified by such A Lender, additional amounts
sufficient to compensate such A Lender or such corporation in the light of such
circumstances, to the extent that such A Lender reasonably determines such
increase in capital to be allocable to the existence of such A Lender's
commitment to lend hereunder; provided, that, the Borrower shall have no 
                              --------  ----
obligation to pay such compensatory amounts that relate to an actual increase in
the capital of such A Lender undertaken by such A Lender more than 60 days prior
to the date of such demand. A certificate as to such amounts submitted to the
Borrower and the Agent by such A Lender and setting forth the basis for the
calculation of such amount shall be conclusive and binding for all purposes,
absent manifest error.

(c)  Without affecting its rights under Sections 2.12(a) or 2.12(b) or any other
provision of this Agreement, each A Lender agrees that if there is any
increase in any cost to or reduction in any amount receivable by 

 
such A Lender with respect to which the Borrower would be obligated to
compensate such A Lender pursuant to Sections 2.12(a) or 2.12(b), such A Lender
shall use reasonable efforts to select an alternative Applicable Lending Office
which would not result in any such increase in any cost to or reduction in any
amount receivable by such A Lender; provided, however, that no A Lender shall
                                    --------  -------                  
be obligated to select an alternative Applicable Lending Office if such A Lender
determines that (i) as a result of such selection such A Lender would be in
violation of any applicable law, regulation, treaty, or guideline, or would
incur additional costs or expenses or (ii) such selection would be inadvisable
for regulatory reasons or inconsistent with the interests of such A Lender.

(d)  Without prejudice to the survival of any other agreement of the Borrower
hereunder, the agreements and obligations of the Borrower contained in this
Section 2.12 shall survive the payment in full (after the Revolver Termination
Date) of all Obligations.

SECTION 2.13  Illegality.  (a) Notwithstanding any other provision of this
              ----------                                                  
Agreement, if any A Lender shall notify the Agent that the introduction of or
any change in or in the interpretation of any law or regulation makes it
unlawful or impossible, or any central bank or other governmental authority
asserts that it is unlawful, for any A Lender or its Eurodollar Lending Office
to perform its obligations hereunder to make Eurodollar Rate Advances or to fund
or maintain Eurodollar Rate Advances hereunder, (i) the obligation of the A
Lenders to make, or to Convert A Advances into, Eurodollar Rate Advances shall
be suspended until the Agent shall notify the Borrower and the A Lenders that
the circumstances causing such suspension no longer exist and (ii) the Borrower
shall forthwith prepay in full all Eurodollar Rate Advances of all A Lenders
then outstanding, together with interest accrued thereon, unless the Borrower,
within five Business Days of notice from the Agent, Converts all Eurodollar Rate
Advances of all A Lenders then outstanding into A Advances of another Type in
accordance with Section 2.10.

(b)  Without affecting its rights under Section 2.13(a) or under any other
                                        ---------------                   
provision of this Agreement, each A Lender agrees that if it becomes unlawful or
impossible for such A Lender to make, maintain or fund its Eurodollar Rate
Advances as contemplated by this Agreement, such A Lender shall use reasonable
efforts to select an alternative Applicable Lending Office from which such A
Lender may maintain and give effect to its obligations under this Agreement with
respect to making, funding and maintaining such Eurodollar Rate Advances;
provided, however, that no A Lender shall be obligated to select an alternative
--------  -------           
Applicable Lending Office if such A Lender determines that (i) as a result of
such selection such A Lender would be in violation of any applicable law,
regulation, or treaty, or would incur additional costs or expenses or (ii) such
selection would be inadvisable for regulatory reasons or inconsistent with the
interests of such A Lender.

SECTION 2.14  Extension of Revolver Termination Date.  At least 45 but not more
              --------------------------------------                      
than 60 days prior to the next Anniversary Date, the Borrower, by written notice
to the Agent, may request that the Revolver Termination Date be extended one
calendar year from its then current scheduled expiration. The Agent shall
promptly notify each A Lender of such request, and each A Lender shall in turn,
within 30 days prior to such next Anniversary Date, notify the Borrower and the
Agent in writing regarding whether such A Lender will consent to such extension.
If, and only if, the Majority Lenders consent in writing to such extension prior
to the tenth Business Day preceding such next Anniversary Date, the Revolver
Termination Date shall be so extended for one calendar year and references
herein to the "Revolver Termination Date" shall refer to such "Revolver
Termination Date" as so extended. If any A Lender does not consent to any
requested extension or any A Lender shall fail to deliver such notice to the
Borrower and the Agent as provided above, in which event such A Lender shall be
deemed not to have consented, (each such A Lender being a "Declining A Lender"),
such Declining A Lenders' A Commitments shall terminate on the scheduled
Revolver Termination Date then in effect for such Declining A Lender, and on
such scheduled Revolver Termination Date the Borrower shall repay in full the
principal amount of A Advances owing to such Declining A Lender, together with
accrued interest thereon to the date of payment of such principal amount, all
fees payable to such Declining A Lender and all other amounts payable to such
Declining A Lender under this Agreement (including, but not limited to any
increased costs or other additional amounts owing under Section 2.12, any
indemnification for Taxes or Other Taxes under Section 3.02, or any amounts
which may 

 
be required to be paid by the Borrower pursuant to Section 9.04(b)). It is
understood that no A Lender shall have any obligation whatsoever to agree to any
request made by the Borrower for an extension of the Revolver Termination Date.

                                  ARTICLE III
                       PAYMENTS, TAXES, EXTENSIONS, ETC.

SECTION 3.01  Payments and Computations.  (a) The Borrower shall make each
              -------------------------                                   
payment hereunder with respect to Article II, the A Advances, the A Lenders, the
B Advances and the Agent free and clear of all claims, charges, offsets or
deductions whatsoever not later than 12:00 noon (New York City time) on the day
when due in U.S. dollars to the Agent (unless otherwise specified in Section
2.03 with respect to B Advances) at its address referred to in Section 9.02 in
same day funds.  The Agent will promptly thereafter cause to be distributed like
funds relating to the payment of principal or interest or facility or commitment
fees ratably (other than amounts payable pursuant to Section 2.03, 2.08, 2.12,
2.14 or 3.02) to the A Lenders for the account of their respective Applicable
Lending Offices, and like funds relating to the payment of any other amount
payable to such A Lender to be distributed to the appropriate A Lender or A
Lenders and applied in accordance with the terms of this Agreement.  Upon its
acceptance of an Assignment and Acceptance and recording of the information
contained therein in the Register pursuant to Section 9.07(d), from and after
the effective date specified in such Assignment and Acceptance, the Agent shall
make all payments hereunder in respect of the interest assigned thereby to the A
Lender assignee thereunder, and the parties to such Assignment and Acceptance
shall make all appropriate adjustments in such payments for periods prior to
such effective date directly between themselves.

(b)  The Borrower hereby authorizes the Agent and each A Lender if and to the
extent payment owed to the Agent or such A Lender is not paid when due hereunder
to charge from time to time against any or all of the Borrower's accounts with
the Agent or such A Lender any amount so due.

(c)  All computations of interest based on the Base Rate and of facility fees
shall be made by the Agent on the basis of a year of 365 or 366 days, as the
case may be, and all computations of interest relating to utilization fees,
fixed rates of interest on B Advances or based on the Eurodollar Rate or the
Federal Funds Rate shall be made by the Agent, and all computations of interest
pursuant to Section 2.08 shall be made by an A Lender, on the basis of a year of
360 days, in each case for the actual number of days (including the first day
but excluding the last day) occurring in the period for which such interest or
commitment fees are payable. Each determination by the Agent (or, in the case of
Section 2.08, by an A Lender) of an interest rate hereunder shall be conclusive
and binding for all purposes, absent manifest error.

(d)  Whenever any payment hereunder shall be stated to be due on a day other
than a Business Day, such payment shall be made on the next succeeding Business
Day, and such extension of time shall in such case be included in the
computation of payment of interest or facility or commitment fee, as the case
may be; provided, however, if such extension would cause payment of interest on
        --------  -------                                       
or principal of Eurodollar Rate Advances to be made in the next following
calendar month, such payment shall be made on the next preceding Business Day.

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

SECTION 3.02  Taxes.  (a) Any and all payments by the Borrower hereunder shall 
              -----                                                     
be made free and clear of and without deduction for any and all present or
future taxes, levies, imposts, deductions, charges or 

 
withholdings, and all liabilities with respect thereto, excluding, in the case
                                                        ---------  
of each A Lender and the Agent, taxes imposed on its income, and franchise taxes
imposed on it, by the jurisdiction under the laws of which such A Lender or the
Agent (as the case may be) is organized or any political subdivision thereof
and, in the case of each A Lender, taxes imposed on its income, and franchise
taxes imposed on it, by the jurisdiction of such A Lender's Applicable Lending
Office or any political subdivision thereof (all such non-excluded taxes,
levies, imposts, deductions, charges, withholdings and liabilities being
hereinafter referred to as "Taxes"). If the Borrower shall be required by law to
deduct any Taxes from or in respect of any sum payable hereunder to any A Lender
or the Agent, (i) the sum payable shall be increased as may be necessary so that
after making all required deductions (including deductions applicable to
additional sums payable under this Section 3.02) such A Lender or the Agent (as
the case may be) receives an amount equal to the sum it would have received had
no such deductions been made, (ii) the Borrower shall make such deductions and
(iii) the Borrower shall pay the full amount deducted to the relevant taxation
authority or other authority in accordance with applicable law.

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

(c)  The Borrower will reimburse each A Lender and the Agent for the full amount
of Taxes or Other Taxes (including, without limitation, any Taxes or Other Taxes
imposed by any jurisdiction on amounts payable under this Section 3.02) paid by
such A Lender or the Agent (as the case may be) and any liability (including
penalties, interest and expenses) arising therefrom or with respect thereto,
whether or not such Taxes or Other Taxes were correctly or legally asserted.
This reimbursement shall be made within 30 days from the date such A Lender or
the Agent (as the case may be) makes written demand therefor. The Agent and each
A Lender, as the case may be, shall give prompt (within 10 Business Days) notice
to the Borrower of the payment by the Agent or such A Lender, as the case may
be, of such Taxes or Other Taxes, and of the assertion by any governmental or
taxing authority that such Taxes or Other Taxes are due and payable, but the
failure to give such notice shall not affect the Borrower's obligations
hereunder to reimburse the Agent and each A Lender for such Taxes or Other
Taxes, except that the Borrower shall not be liable for penalties or interest
accrued or incurred after such 10 Business Day period until such time as it
receives the notice contemplated above, after which time it shall be liable for
interest and penalties accrued or incurred prior to or during such 10 Business
Day period and accrued or incurred after such receipt. The Borrower shall not be
liable for any penalties, interest, expense or other liability with respect to
such Taxes or Other Taxes after it has reimbursed the amount thereof to the
Agent or the appropriate A Lender, as the case may be.

(d)  Each A Lender organized under the laws of a jurisdiction outside the United
States, on or prior to the date of its execution and delivery of this Agreement
in the case of each Bank and on the date of the Assignment and Acceptance
pursuant to which it becomes an A Lender in the case of each other A Lender, and
from time to time thereafter if requested in writing by the Borrower (but only
so long as such A Lender remains lawfully able to do so), shall provide the
Borrower with Internal Revenue Service form 1001 or 4224, as appropriate, or any
successor form prescribed by the Internal Revenue Service, certifying that such
A Lender is entitled to benefits under an income tax treaty to which the United
States is a party which reduces the rate of withholding tax on payments of
interest or certifying that the income receivable pursuant to this Agreement is
effectively connected with the conduct of a trade or business in the United
States. If the form provided by an A Lender at the time such A Lender first
becomes a party to this Agreement indicates a United States interest withholding
tax rate in excess of zero, withholding tax at such rate shall be considered
excluded from "Taxes" as defined in Section 3.02(a).

(e)  For any period with respect to which an A Lender has failed to provide the
Borrower with the appropriate form described in Section 3.02(d) (other than if
                                                                 ----- ----
such failure is due to a change in law occurring subsequent to the date on which
a form originally was required to be provided, or if such form otherwise is not
required under the first sentence of subsection (d) above), such A Lender shall
not be entitled to

 
indemnification under Section 3.02(a) with respect to Taxes imposed by the
United States; provided, however, that should an A Lender become subject to
               --------  -------
Taxes because of its failure to deliver a form required hereunder, the Borrower
shall take such steps as the A Lender shall reasonably request to assist the A
Lender to recover such Taxes.

(f)  Notwithstanding any contrary provisions of this Agreement, in the event
that an A Lender that originally provided such form as may be required under
Section 3.02(d) thereafter ceases to qualify for complete exemption from United
States withholding tax, such A Lender may assign its interest under this
Agreement to any assignee and such assignee shall be entitled to the same
benefits under this Section 3.02 as the assignor provided, that, the rate of 
                                                 --------  ---- 
United States withholding tax applicable to such assignee shall not exceed the
rate then applicable to the assignor.

(g)  Without affecting its rights under this Section 3.02 or any provision of
this Agreement, each A Lender agrees that if any Taxes or Other Taxes are
imposed and required by law to be paid or to be withheld from any amount payable
to any A Lender or its Applicable Lending Office with respect to which the
Borrower would be obligated pursuant to this Section 3.02 to increase any
amounts payable to such A Lender or to pay any such Taxes or Other Taxes, such A
Lender shall use reasonable efforts to select an alternative Applicable Lending
Office which would not result in the imposition of such Taxes or Other Taxes;
provided, however, that no A Lender shall be obligated to select an alternative 
--------  -------           
Applicable Lending Office if such A Lender determines that (i) as a result of
such selection such A Lender would be in violation of an applicable law,
regulation, or treaty, or would incur additional costs or expenses or (ii) such
selection would be inadvisable for regulatory reasons or inconsistent with the
interests of such A Lender.

(h)  Each A Lender agrees with the Borrower that it will take all reasonable
actions by all usual means (i) to secure and maintain all benefits available to
it under the provisions of any applicable double tax treaty concluded by the
United States of America to which it may be entitled by reason of the location
of such A Lender's Applicable Lending Office or place of incorporation or its
status as an enterprise of any jurisdiction having any such applicable double
tax treaty, if such benefit would reduce the amount payable by the Borrower in
accordance with this Section 3.02 and (ii) otherwise to cooperate with the
Borrower to minimize the amount payable by the Borrower pursuant to this Section
3.02; provided, however, that no A Lender shall be obliged to disclose to the
      --------  -------      
Borrower any information regarding its tax affairs or tax computations nor to
reorder its tax affairs or tax planning pursuant hereto.

(i)  Without prejudice to the survival of any other agreement of the Borrower
hereunder, the agreements and obligations of the Borrower contained in this
Section 3.02 shall survive the payment in full of the Obligations.

SECTION 3.03  Sharing of Payments, Etc.  If any A Lender shall obtain any 
              ------------------------                                   
payment (whether voluntary, involuntary, through the exercise of any right of
set-off, or otherwise) on account of the A Advances made by it (other than
pursuant to Section 2.08, 2.12, 2.14 or 3.02) in excess of its ratable share of
payments on account of the A Advances obtained by all the A Lenders, such Lender
shall forthwith purchase from the other Lenders such participations in the A
Advances made by them as shall be necessary to cause such purchasing A Lender to
share the excess payment ratably with each of them, provided, however, that if
                                                    --------  -------         
all or any portion of such excess payment is thereafter recovered from such
purchasing A Lender, such purchase from each A Lender shall be rescinded and
such A Lender shall repay to the purchasing A Lender the purchase price to the
extent of such recovery together with an amount equal to such A Lender's ratable
share (according to the proportion of (i) the amount of such A Lender's required
repayment to (ii) the total amount so recovered from the purchasing A Lender) of
any interest or other amount paid or payable by the purchasing A Lender in
respect of the total amount so recovered.  The Borrower agrees that any A Lender
so purchasing a participation from another A Lender pursuant to this Section
3.03 may, to the fullest extent permitted by law, exercise all its rights of
payment (including the right of set-off) with respect to such participation as
fully as if such A Lender were the direct creditor of the Borrower in the amount
of such participation.

 
SECTION 3.04  Evidence of Debt.  (a) Each A Lender shall maintain in accordance
              ----------------                                      
with its usual practice an account or accounts evidencing the indebtedness of
the Borrower to such A Lender resulting from each Advance owing to such A Lender
from time to time, including the amounts of principal and interest payable and
paid to such A Lender from time to time hereunder.

(b)  The Register maintained by the Agent pursuant to Section 9.07(c) shall
include a control account, and a subsidiary account for each A Lender, in which
accounts (taken together) shall be recorded (i) the date and amount of each
Borrowing made hereunder, the Type of Advances comprising such Borrowing and the
Interest Period applicable thereto, (ii) the terms of each Assignment and
Acceptance delivered to and accepted by it, (iii) the amount of any principal or
interest due and payable or to become due and payable from the Borrower to each
A Lender hereunder, and (iv) the amount of any sum received by the Agent from
the Borrower hereunder and each A Lender's share thereof.

(c)  The entries made in the Register shall be conclusive and binding for all
purposes, absent manifest error.

                                  ARTICLE IV
                             CONDITIONS OF LENDING

SECTION 4.01  Condition Precedent to Effectiveness of this Agreement.  This
              ------------------------------------------------------       
Agreement shall be effective as of June 27, 2000 if on or before June 29, 2000
the Agent shall have received the following, in form and substance satisfactory
to the Agent and in sufficient copies for each Lender:

              (a)   Certified copies of all documents of the Borrower evidencing
     necessary corporate action and governmental approvals, if any, with respect
     to this Agreement.

              (b)   A certificate of the Secretary or an Assistant Secretary of
     the Borrower certifying the names and true signatures of the officers of
     the Borrower authorized to sign this Agreement and the other documents to
     be delivered hereunder.

              (c)   A favorable opinion of Borrower's General Counsel or
     Associate General Counsel, substantially in the form of Exhibit C hereto,
     and as to such other matters as any Lender through the Agent may reasonably
     request.

              (d)   A favorable opinion of Shearman & Sterling, counsel for the
     Agent, substantially in the form of Exhibit D hereto.

              (e)   Such other approvals, opinions or documents as the Agent may
     reasonably request.

SECTION 4.02  Conditions Precedent to Each A Borrowing.  The obligation of each
              ----------------------------------------                    
A Lender to make an A Advance on the occasion of each A Borrowing (including the
initial A Borrowing) shall be subject to the further conditions precedent that
on the date of such A Borrowing the following statements shall be true (and each
of the giving of the applicable Notice of A Borrowing and the acceptance by the
Borrower of the proceeds of such A Borrowing shall constitute a representation
and warranty by the Borrower that on the date of such A Borrowing such
statements are true):

              (a)   The representations and warranties contained in Section 5.01
     (other than Section 5.01(e)) are correct on and as of the date of such A
     Borrowing, before and after giving effect to such A Borrowing, and to the
     application of the proceeds therefrom, as though made on and as of such
     date, and

                    (b)  (i) No event has occurred and is continuing, or would
     result from such A Borrowing or from the application of the proceeds
     therefrom, which constitutes an Event of 

 
     Default or Default and (ii) no event has occurred and is continuing which
     constitutes an "Event of Default" or a "Default" under the 364-Day Credit
     Agreement.

SECTION 4.03  Conditions Precedent to Each B Borrowing.  The obligation of each
              ----------------------------------------                     
A Lender which is to make a B Advance on the occasion of a B Borrowing
(including the initial B Borrowing) to make such B Advance as part of such B
Borrowing is subject to the conditions precedent that (i) the Agent shall have
received the written confirmatory Notice of B Borrowing with respect thereto or
the notices from the Borrower contemplated by the second sentence of Section
2.03(a)(v) and (ii) on the date of such B Borrowing the following statements
shall be true (and each of the giving of the applicable Notice of B Borrowing
and the acceptance by the Borrower of the proceeds of such B Borrowing shall
constitute a representation and warranty by the Borrower that on the date of
such B Borrowing such statements are true):

              (a)   The representations and warranties contained in Section 5.01
     (other than Section 5.01(e)) are correct on and as of the date of such B
     Borrowing, before and after giving effect to such B Borrowing and to the
     application of the proceeds therefrom, as though made on and as of such
     date,

              (b)   (i) No event has occurred and is continuing, or would result
     from such B Borrowing or from the application of the proceeds therefrom,
     which constitutes an Event of Default or Default and (ii) no event has
     occurred and is continuing which constitutes an "Event of Default" or a
     "Default" under the 364-Day Credit Agreement, and

              (c)   No event has occurred and no circumstance exists as a result
     of which the information concerning the Borrower that has been provided to
     the Agent and each A Lender by the Borrower in connection herewith would,
     taken as a whole, include an untrue statement of a material fact or omit to
     state any material fact or any fact necessary to make the statements
     contained therein, in the light of the circumstances under which they were
     made, not misleading.

                                   ARTICLE V
                        REPRESENTATIONS AND WARRANTIES

SECTION 5.01  Representations and Warranties of the Borrower. The Borrower
represents and warrants as follows:

              (a)   The Borrower is a corporation duly organized, validly
     existing and in good standing under the laws of Delaware. The Borrower and
     each of its Subsidiaries possess all corporate powers and all other
     authorizations and licenses necessary to engage in their respective
     businesses, except where the failure to so possess would not have a
     Material Adverse Effect.

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

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

              (d)   This Agreement is the legal, valid and binding obligation of
     the Borrower enforceable against the Borrower in accordance with its terms,
     except as limited by bankruptcy,

 
     insolvency or other laws of general application relating to or effecting
     the enforcement of creditors' rights generally and general principles of
     equity (regardless of whether considered in a proceeding in equity or at
     law).

              (e)   The Consolidated balance sheets of the Borrower and its
     Subsidiaries as at January 29, 2000, and the related Consolidated
     statements of income and retained earnings of the Borrower and its
     Subsidiaries for the Fiscal Year then ended, certified by Deloitte & Touche, copies of which have been furnished to each Lender, fairly present
     the Consolidated financial condition of the Borrower and its Subsidiaries
     as at such date and the results of the operations of the Borrower and its
     Subsidiaries for the period ended on such date, all in accordance with
     generally accepted accounting principles consistently applied, and since
     January 29, 2000, there has been no material adverse change in the
     condition (financial or otherwise), operations, properties or prospects of
     the Borrower and its Subsidiaries taken as a whole.

              (f)   There is no pending or, to the best of Borrower's knowledge,
     threatened action or proceeding affecting the Borrower or any of its
     Subsidiaries before any court, governmental agency or arbitrator, which has
     a reasonable probability (taking into account the exhaustion of all appeals
     and the assertion of all defenses) of having a Material Adverse Effect or
     which purports to affect the legality, validity or enforceability of this
     Agreement.

              (g)   Following the application of the proceeds of each Advance,
     not more than 25 percent of the value of the assets (either of the Borrower
     only or of the Borrower and its Subsidiaries on a Consolidated basis) which
     are subject to any restriction on Liens set forth in this Agreement or in
     any agreement or instrument between the Borrower and any Lender or any
     Affiliate of any Lender relating to Debt and within the scope of Section
     8.01(d) will consist of Margin Stock.

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

              (i)   Set forth on Schedule VI hereto is a complete and accurate
     list, as of the date hereof, of all Plans of the Borrower and its
     Subsidiaries. Neither the Borrower nor any ERISA Affiliate is a party or
     subject to, or has any obligation to make payments, to, any Multiemployer
     Plan.

                                  ARTICLE VI
                           COVENANTS OF THE BORROWER

SECTION 6.01  Affirmative Covenants.  The Borrower will, unless the Majority
              ---------------------                                         
Lenders shall otherwise consent in writing:

              (a)   Compliance with Laws, Etc.  Comply, and cause each of its
                    -------------------------                                
     Subsidiaries to comply, in all material respects with all applicable laws
     (including, without limitation, all Environmental Liens), rules,
     regulations and orders, such compliance to include, without limitation,
     paying before the same become delinquent all taxes, assessments and
     governmental charges imposed upon it or upon its property except to the
     extent contested in good faith or where the failure to comply would not
     have a Material Adverse Effect.

 
              (b)   Preservation of Corporate Existence, Etc.  Preserve and 
                    ----------------------------------------                
     maintain, and cause each of its Subsidiaries to preserve and maintain, its
     corporate existence, rights (charter and statutory), and franchises except
     if, in the reasonable business judgment of the Borrower or such Subsidiary,
     as the case may be, it is in its best economic interest not to preserve and
     maintain such rights or franchises and such failure to preserve and
     maintain such rights or franchises would not materially adversely affect
     the rights of the Lenders hereunder or the ability of the Borrower to
     perform its obligations hereunder.

              (c)   Visitation Rights.  Permit the Agent and any Lender or any 
                    -----------------   
     agents or representatives thereof from time to time during normal business
     hours to examine and make copies of and abstracts from the records and
     books of account of, and upon reasonable prior notice to visit the
     properties of, the Borrower and its Subsidiaries during reasonable business
     hours, without hindrance or delay, and to discuss the affairs, finances and
     accounts of the Borrower and its Subsidiaries with any of their respective
     directors, officers or agents.

              (d)   Keeping of Books.  Keep, and cause each of its Subsidiaries 
                    ----------------                                           
     to keep, proper books of record and account, in which full and correct
     entries shall be made of all financial transactions and the assets and
     business of the Borrower and each of its Subsidiaries in accordance with
     sound business practice.

              (e)   Maintenance of Properties, Etc.  Maintain and preserve, and 
                    ------------------------------                             
     cause each of its Subsidiaries to maintain and preserve, all of its
     properties which are used or useful in the conduct of its business in good
     working order and condition, ordinary wear and tear excepted, consistent
     with sound business practice, except where the failure to so maintain and
     preserve would not have a Material Adverse Effect.

              (f)   Maintenance of Insurance.  Maintain, and cause each of its
                    ------------------------                                  
     Subsidiaries to maintain, insurance (other than earthquake insurance) in
     amounts, from responsible and reputable insurance companies or
     associations, with limitations, of types and on terms as is customary for
     the industry; provided, that, the Borrower and each of its Subsidiaries may
                   --------  ----                                               
     self-insure risks and liabilities in accordance with its practice as of the
     date hereof and may in addition self-insure risks and liabilities in
     amounts as are customarily self-insured by similarly situated Persons in
     the industry.

              (g)   Employment of Technology, Disposal of Hazardous Materials, 
                    ---------------------------------------------------------
     Etc. (i) Employ, and cause each of its Subsidiaries to employ, appropriate
     ---
     technology and compliance procedures to maintain compliance with any
     applicable Environmental Laws except where the failure to so employ would
     not have a Material Adverse Effect, (ii) obtain and maintain, and cause
     each of its Subsidiaries to obtain and maintain, any and all material
     permits required by applicable Environmental Laws in connection with its or
     its Subsidiaries' operations and (iii) dispose of, and cause each of its
     Subsidiaries to dispose of, any and all Hazardous Substances only at
     facilities and with carriers reasonably believed to possess valid permits
     under RCRA, if applicable, and any applicable state and local Environmental
     Laws except where the failure to so dispose would not have a Material
     Adverse Effect.  The Borrower shall use its best efforts, and cause each of
     its Subsidiaries to use its best efforts, to obtain all certificates
     required by law to be obtained by the Borrower and its Subsidiaries from
     all contractors employed by the Borrower or any of its Subsidiaries in
     connection with the transport or disposal of any Hazardous Substances
     except where failure to transport or dispose in accordance with any
     applicable Environmental Laws would not have a Material Adverse Effect.

 
              (h)   Environmental Matters.  If the Borrower or any of its 
                    ---------------------                                 
     Subsidiaries shall:

                    (i)   receive written notice that any material violation of
              any Environmental Laws may have been committed or is about to be
              committed by the Borrower or any of its Subsidiaries the cure of
              which would result in expenditures exceeding $1,000,000;

                    (ii)  receive written notice that any administrative or
              judicial complaint or order has been filed or is about to be filed
              against the Borrower or any of its Subsidiaries alleging any
              material violation of any Environmental Laws or requiring the
              Borrower or any of its Subsidiaries to take any action (which, if
              taken, would result in expenditures exceeding $1,000,000) in
              connection with the release or threatened release of Hazardous
              Substances or solid waste into the environment; or

                    (iii) receive written notice from a federal, state, foreign
              or local governmental agency or private party alleging that the
              Borrower or any of its Subsidiaries is liable or responsible for
              costs in excess of $1,000,000 associated with the response to
              cleanup, stabilization or neutralization of any Environmental
              Activity;

     then it shall provide the Agent with a copy of such notice within five
     Business Days of the Borrower's or such Subsidiary's receipt thereof.

               (i)  Guaranty.  Within ten Business Days after the request of the
                    --------                                                    
     Majority Lenders made through the Agent, cause its Subsidiaries designated
     in such request to enter into and deliver a guaranty of the Obligations,
     such guaranty to be in form and substance satisfactory to the Majority
     Lenders.

SECTION 6.02  Negative Covenants.  The Borrower will not, without the written 
              ------------------                                     
consent of the Majority Lenders:

              (a)   Liens, Etc.  Create or suffer to exist, or permit any of its
                    ----------                                                  
     Subsidiaries to create or suffer to exist, any Lien, other than Permitted
     Liens and Liens upon or with respect to Margin Stock.

              (b)   Debt.  Create or suffer to exist, or permit any of its
                    ----                                                  
     Subsidiaries to create or suffer to exist, any Debt if, immediately after
     giving effect to the incurrence of such Debt and the receipt and
     application of any proceeds thereof, the Borrower and its Subsidiaries, on
     a Consolidated basis, would be in violation of the financial covenant
     specified in Section 6.03 hereof.

              (c)   Mergers, Etc.  Merge or consolidate with or into, or convey,
                    ------------                                                
     transfer, lease or otherwise dispose of (whether in one transaction or in a
     series of transactions) all or substantially all of its assets (whether now
     owned or hereafter acquired) to, any Person, or permit any of its
     Subsidiaries to do so, except that any Subsidiary of the Borrower may merge
     or consolidate with or into, or dispose of assets to, any other Subsidiary
     of the Borrower and except that any Subsidiary of the Borrower may merge
     into or dispose of assets to the Borrower and, subject to Section
     6.02(d)(iii), the Borrower may merge or consolidate with or into, and any
     Subsidiary of the Borrower may merge or consolidate with or into, any other
     Person, provided in each case that, immediately after giving effect to such
             --------                                                           
     proposed transaction, no Event of Default or Default shall exist, and in
     the case of any merger or consolidation to which the Borrower is a party,
     the Person into which the Borrower shall be merged or formed by any such
     consolidation shall be a 

 
     corporation organized and existing under the laws of the United States of
     America or any State thereof and shall assume the Borrower's obligations
     hereunder in an agreement or instrument in form and substance reasonably
     satisfactory to the Agent.

              (d)   Asset Acquisition, Investments, Mergers.
                    --------------------------------------- 

                    (i)   Asset Acquisitions.  Purchase, or permit any of its
                          ------------------                                 
              Subsidiaries to purchase, all or substantially all the assets of
              any Person (an "Asset Acquisition") unless (A) if such Asset
                                                  ------
              Acquisition involves the purchase of Retail Assets, the purchase
              price of the Retail Assets to be purchased in such Asset
              Acquisition is less than 50% of the book value of the Borrower's
              Consolidated Total Assets immediately prior to such Asset
              Acquisition or (B) if such Asset Acquisition involves the purchase
              of Non-Retail Assets, the purchase price of the Non-Retail Assets
              to be purchased in such Asset Acquisition is less than 25% of the
              book value of the Borrower's Consolidated Total Assets immediately
              prior to such Asset Acquisition and (C) immediately prior to and
              after giving effect to such Asset Acquisition no Event of Default
              or Default shall exist.

                    (ii)  Investments.  Make, or permit any of its Subsidiaries 
                          -----------                                           
              to make, an investment in any Person by way of the purchase of
              such Person's capital stock or securities or the making of capital
              contributions with respect thereto (an "Investment") unless (A) if
                                                                   ------       
              such Investment is in a Person predominantly engaged in the Retail
              Business, the purchase price and dollar amount of capital
              contributions made with respect to such Investment is less than
              50% of the Borrower's Consolidated Total Assets immediately prior
              to such Investment or (B) if such Investment is in a Person
              engaged predominantly in the Non-Retail Business, the purchase
              price and dollar amount of capital contributions made with respect
              to such Investment is less than 25% of the Borrower's Consolidated
              Total Assets immediately prior to such Investment and (C) such
              Investment is made with the permission of the Board of Directors
              of the Person in whom the Investment is being made and immediately
              prior to and after giving effect to such Investment no Event of
              Default or Default shall exist. The foregoing limitation shall not
              restrict the Borrower's and its Subsidiaries' ability to make
              investments in the instruments described in Schedule V hereto, as
              such Schedule may be amended from time to time by the Borrower.
              The Borrower shall provide the Agent and each Lender a copy of
              each change or amendment made to Schedule V promptly after each
              such change or amendment thereof.

                    (iii) Mergers.  Consummate, or permit the consummation of, 
                          -------                                              
              any merger or consolidation (regardless of whether it is otherwise
              permitted by Section 6.02(c)) if immediately after giving effect
              to such merger or consolidation the book value of Consolidated 
              Non-Retail Assets of the surviving corporation is greater than 25%
              of the book value of Borrower's Consolidated Total Assets, or the
              book value of the Consolidated Retail Assets of the surviving
              corporation is greater than 50% of the Borrower's Consolidated
              Total Assets, in each case immediately prior to such merger or
              consolidation provided, that, Subsidiaries of the Borrower may
                            --------  ---- 
              merge into or with the Borrower or any other Subsidiary of the
              Borrower without regard to the restrictions of this Section
              6.02(d)(iii).

              (e)   Change in Nature of Business.  Make any material change in 
                    ----------------------------                               
     the nature of the business of the Borrower and its Subsidiaries as
     conducted as of the date hereof.

 
SECTION 6.03  Financial Covenant.  The Borrower will not, without the written
              ------------------                                     
consent of the Majority Lenders, permit the ratio of Debt on the last day of any
Fiscal Quarter of the Borrower to EBITDA for the period of four consecutive
Fiscal Quarters of the Borrower ending on such day to be greater than 3.00 to
1.00.

SECTION 6.04  Reporting Requirements.  The Borrower will furnish to the Lenders:
              ----------------------                                   

              (i)    as soon as available and in any event within 60 days after
     the end of each of the first three Fiscal Quarters of the Borrower,
     Consolidated balance sheets of the Borrower and its Subsidiaries as of the
     end of such Fiscal Quarters and Consolidated statements of income and
     retained earnings of the Borrower and its Subsidiaries for the period
     commencing at the end of the previous Fiscal Year and ending with the end
     of such Fiscal Quarter, certified by the chief financial officer or
     treasurer of the Borrower and accompanied by a certificate of said officer
     stating (i) that such have been prepared in accordance with generally
     accepted accounting principles, (ii) whether or not he or she has knowledge
     of the occurrence of any Event of Default or Default and, if so, stating in
     reasonable detail the facts with respect thereto and (iii) whether or not
     the Borrower is in compliance with the requirements set forth in Section
     6.03 (which certificate shall contain the computations used by such chief
     financial officer in determining such compliance or non-compliance);

              (ii)   as soon as available and in any event within 120 days after
     the end of each Fiscal Year of the Borrower, a copy of the annual report
     for such year for the Borrower and its Subsidiaries, containing
     Consolidated financial statements of the Borrower and its Subsidiaries for
     such Fiscal Year certified in a manner acceptable to the Majority Lenders
     by Deloitte & Touche or other independent public accountants reasonably
     acceptable to the Majority Lenders;

              (iii)  within 120 days after the end of each Fiscal Year of the
     Borrower, a certificate of the chief financial officer or treasurer of the
     Borrower stating (i) whether or not he or she has knowledge of the
     occurrence of any Event of Default or Default and, if so, stating in
     reasonable detail the facts with respect thereto, and (ii) whether or not
     the Borrower is in compliance with the requirements set forth in Section
     6.03 (which certificate shall contain the computations used by such chief
     financial officer in determining such compliance or non-compliance);

              (iv)   as soon as possible and in any event within five days after
     a Responsible Officer becomes aware of each Event of Default and Default, a
     statement of a Responsible Officer of the Borrower setting forth details of
     such Event of Default or Default and the action which the Borrower has
     taken and proposes to take with respect thereto;

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

              (vi)   promptly after the filing or receiving thereof, copies of
     all reports and notices which the Borrower or any Subsidiary files under
     ERISA with the Internal Revenue Service or the Pension Benefit Guaranty
     Corporation or the U.S. Department of Labor or which the Borrower or any
     Subsidiary receives from such entities other than immaterial regular
     periodic notices and reports and notices and reports of general
     circulation;

 
               (vii)  within 90 days after the end of each Fiscal Year of the
     Borrower, a summary, prepared by a Responsible Officer of the Borrower, of
     the Borrower's (and its Subsidiaries') major insurance coverages (and the
     amount of self-insurance) then in effect; and

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

                                  ARTICLE VII
                               EVENTS OF DEFAULT

SECTION 7.01   Events of Default.  If any of the following events ("Events of
               -----------------                                             
Default") shall occur and be continuing:

               (a)    The Borrower shall fail to pay any principal of any
     Advance when the same becomes due and payable; or shall fail to pay any
     interest on any Advance, fees or any other amounts hereunder within two
     days after the same become due and payable by it; or

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

               (c)    The Borrower shall fail to perform or observe (i) the
     covenant contained in Section 6.03; or (ii) any term, covenant or agreement
     contained in Section 6.02(c) or (d) for a period of five days after written
     notice thereof shall have been given to the Borrower by the Agent or any
     Lender; or (iii) any other term, covenant or agreement contained in this
     Agreement on its part to be performed or observed if the failure to perform
     or observe such other term, covenant or agreement shall remain unremedied
     for 30 days after written notice thereof shall have been given to the
     Borrower by the Agent or any Lender; or

               (d)    The Borrower or any of its Subsidiaries shall fail to pay
     any principal of or premium or interest on any Debt which is outstanding in
     a principal amount of at least $50,000,000 in the aggregate (but excluding
     Debt hereunder) of the Borrower or such Subsidiary (as the case may be),
     when the same becomes due and payable (whether by scheduled maturity,
     required prepayment, acceleration, demand or otherwise), and such failure
     shall continue after the applicable grace period, if any, specified in the
     agreement or instrument relating to such Debt; or any other event shall
     occur or condition shall exist under any agreement or instrument relating
     to any such Debt and shall continue after the applicable grace period, if
     any, specified in such agreement or instrument, if the effect of such event
     or condition is to accelerate, or to permit the acceleration of, the
     maturity of such Debt (other than any such Debt owed to a Lender or an
     Affiliate of a Lender if such event or condition shall relate solely to a
     restriction on the pledge or other disposition of Margin Stock owned by the
     Borrower or any of its Subsidiaries); or any such Debt shall be declared to
     be due and payable, or required to be prepaid (other than by a regularly
     scheduled required prepayment), redeemed, purchased or defeased, or an
     offer to prepay, redeem, purchase or defease such Debt shall be required to
     be made, in each case prior to the stated maturity thereof; or

               (e)    The Borrower or any of its Subsidiaries shall generally
     not pay its debts as such debts become due, or shall admit in writing its
     inability to pay its debts generally, or shall make a

 
     general assignment for the benefit of creditors; or any proceeding shall be
     instituted by or against the Borrower or any of its Subsidiaries seeking to
     adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up,
     reorganization, arrangement, adjustment, protection, relief, or composition
     of it or its debts under any law relating to bankruptcy, insolvency or
     reorganization or relief of debtors, or seeking the entry of an order for
     relief or the appointment of a receiver, trustee, custodian or other
     similar official for it or for any substantial part of its property and, in
     the case of any such proceeding instituted against it (but not instituted
     by it), either such proceeding shall remain undismissed or unstayed for a
     period of 60 days, or any of the actions sought in such proceeding
     (including, without limitation, the entry of an order for relief against,
     or the appointment of a receiver, trustee, custodian or other similar
     official for, it or for any substantial part of its property) shall occur;
     or the Borrower or any of its Subsidiaries shall take any corporate action
     to authorize any of the actions set forth above in this subsection (e); or

               (f)  Any judgment or order for the payment of money in excess of
     $50,000,000 shall be rendered against the Borrower or any of its
     Subsidiaries and either (i) enforcement proceedings shall have been
     commenced by any creditor upon such judgment or order or (ii) there shall
     be any period of ten consecutive days during which a stay of enforcement of
     such judgment or order, by reason of a pending appeal or otherwise, shall
     not be in effect; or

               (g)  a Change of Control shall have occurred;

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

                                 ARTICLE VIII
                                   THE AGENT

SECTION 8.01   Authorization and Action.  Each Lender hereby appoints and
               ------------------------                                  
authorizes the Agent to take such action as agent on its behalf and to exercise
such powers under this Agreement as are delegated to the Agent by the terms
hereof, together with such powers as are reasonably incidental thereto.  As to
any matters not expressly provided for by this Agreement (including, without
limitation, enforcement or collection of the Advances), the Agent shall not be
required to exercise any discretion or take any action, but shall be required to
act or to refrain from acting (and shall be fully protected in so acting or
refraining from acting) upon the instructions of the Majority Lenders, and such
instructions shall be binding upon all Lenders; provided, however, that the
                                                --------  -------          
Agent shall not be required to take any action which exposes the Agent to
personal liability or which is contrary to this Agreement or applicable law.
The Agent agrees to give to each Lender prompt notice of each notice given to it
by the Borrower pursuant to the terms of this Agreement unless the distribution
of such notice is otherwise provided for herein.

 
SECTION 8.02  Agent's Reliance, Etc.  Neither the Agent nor any of its 
              ---------------------                                   
directors, officers, agents or employees shall be liable for any action taken or
omitted to be taken by it or them under or in connection with this Agreement,
except for its or their own gross negligence or willful misconduct.  Without
limitation of the generality of the foregoing, the Agent:  (i) may treat the
Lender which made any Advance as the holder and owner of the Debt resulting
therefrom until the Agent receives and accepts an Assignment and Acceptance
entered into by such Lender, as assignor, and an Eligible Assignee, as assignee,
as provided in Section 9.07; (ii) may consult with legal counsel (including
counsel for the Borrower), independent public accountants and other experts
selected by it and shall not be liable for any action taken or omitted to be
taken in good faith by it in accordance with the advice of such counsel,
accountants or experts; (iii) makes no warranty or representation to any Lender
and shall not be responsible to any Lender for any statements, warranties or
representations (whether written or oral) made in or in connection with this
Agreement; (iv) shall not have any duty to ascertain or to inquire as to the
performance or observance of any of the terms, covenants or conditions of this
Agreement on the part of the Borrower or to inspect the property (including the
books and records) of the Borrower or its Subsidiaries; (v) shall not be
responsible to any Lender for the due execution, legality, validity,
enforceability, genuineness, sufficiency or value of this Agreement or any other
instrument or document furnished pursuant hereto; and (vi) shall incur no
liability under or in respect of this Agreement by acting upon any notice,
consent, certificate or other instrument or writing (which may be by telecopier,
telegram, cable or telex) believed by it to be genuine and signed or sent by the
proper party or parties.

SECTION 8.03  CUSA and Affiliates.  With respect to CUSA's A Commitment and the
              -------------------                                          
Advances made by it, CUSA shall have the same rights and powers under this
Agreement as any other Lender and may exercise the same as though it were not
the Agent; and the term "Lender" or "Lenders" shall, unless otherwise expressly
indicated, include CUSA in its individual capacity. CUSA and each of its
Affiliates (and, as applicable, any of its officers and directors) may accept
deposits from, lend money to, act as trustee under indentures of, and generally
engage in any kind of business with, the Borrower, any of its Subsidiaries and
any Person who may do business with or own securities of the Borrower or any
such Subsidiary, all as if CUSA were not the Agent and without any duty to
account therefor to the Lenders.

SECTION 8.04  Lender Credit Decision.  Each Lender acknowledges that it has,
              ----------------------                                        
independently and without reliance upon the Agent or any other Lender and based
on the financial statements referred to in Section 5.01 and such other documents
and information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement.  Each Lender also acknowledges that it
will, independently and without reliance upon the Agent or any other Lender and
based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under this Agreement.

SECTION 8.05  Indemnification.  The Lenders agree to indemnify the Agent
              ---------------                                            
(to the extent not reimbursed by the Borrower), ratably, according to their
respective principal amounts of A Advances then outstanding or if no A Advances
are outstanding, ratably according to the respective amounts of their A
Commitments), from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind or nature whatsoever which may be imposed on, incurred by, or
asserted against the Agent in any way relating to or arising out of this
Agreement or any action taken or omitted by the Agent under this Agreement,
provided, that, no Lender shall be liable for any portion of such liabilities,
--------  ----                                                                
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements resulting from the Agent's gross negligence or willful
misconduct.  Without limitation of the foregoing, each Lender agrees to
reimburse the Agent promptly upon demand for its ratable share of any out-of-
pocket expenses (including counsel fees) incurred by the Agent in connection
with the preparation, execution, delivery, administration, modification,
amendment or enforcement (whether through negotiations, legal proceedings or
otherwise) of, or legal advice in respect of rights or responsibilities under,
this Agreement, to the extent that the Agent is not reimbursed for such expenses
by the Borrower.  In the case of any investigation, litigation or proceeding
giving rise to any such liabilities, obligations, losses, damages, 

 
penalties, actions, judgments, suits, costs expenses or disbursements, this
Section 8.05 applies whether any such investigation, litigation or proceeding is
brought by the Agent, any Lender or a third party.

SECTION 8.06  Successor Agent.  The Agent may resign at any time by giving ten
              ---------------                                             
days' prior written notice thereof to the Lenders and the Borrower and may be
removed at any time with or without cause by the Majority Lenders; provided, 
                                                                   -------- 
that, the Agent may resign without having given such notice if it is required to
----                                                                            
do so as a matter of law.  Upon any such resignation or removal, the Majority
Lenders, after consulting with the Borrower and giving due consideration to any
successor agent recommended by the Borrower, shall have the right to appoint a
successor Agent with the consent of the Borrower (which shall not be
unreasonably withheld).  If no successor Agent shall have been so appointed by
the Majority Lenders and consented to by the Borrower, and shall have accepted
such appointment, within 30 days after the retiring Agent's giving of notice of
resignation or the Majority Lenders' removal of the retiring Agent, then the
retiring Agent may, after consulting with the Borrower and giving due
consideration to any successor agent recommended by the Borrower, on behalf of
the Lenders, appoint a successor Agent, which shall be a commercial bank
organized or licensed to do business under the laws of the United States of
America or of any State thereof and having a combined capital and surplus of at
least $50,000,000.  Upon the acceptance of any appointment as Agent hereunder by
a successor Agent, such successor Agent shall thereupon succeed to and become
vested with all the rights, powers, privileges and duties of the retiring Agent,
and the retiring Agent shall be discharged from its duties and obligations under
this Agreement.  After any retiring Agent's resignation or removal hereunder as
Agent, the provisions of this Article VIII shall inure to its benefit as to any
actions taken or omitted to be taken by it while it was Agent under this
Agreement.

                                  ARTICLE IX
                                 MISCELLANEOUS

SECTION 9.01  Amendments, Etc.
              --------------- 

(a)  Majority Lenders. No amendment or waiver of any provision of this
     ----------------
Agreement, nor consent to any departure by the Borrower therefrom, shall in any
event be effective unless the same shall be in writing and signed by the
Majority Lenders; provided, however, that no amendment, waiver or consent shall,
                  --------  -------
unless in writing and signed by all the A Lenders, do any of the following: (i)
waive any of the conditions specified in Section 4.01 or 4.02 as they relate to
A Borrowings and A Advances, (ii) increase the A Commitments of the A Lenders or
subject the A Lenders to any additional obligations, (iii) reduce the principal
of, or interest on, the A Advances or any fees or other amounts payable
hereunder to the A Lenders, (iv) postpone any date fixed for any payment of
principal of, or interest on, the A Advances or any fees or other amounts
payable hereunder to the A Lenders (other than as permitted under Section 2.14),
(v) change the percentage of the A Commitments or of the aggregate unpaid
principal amount of the A Advances, or the number of A Lenders, which shall be
required for the A Lenders or any of them to take any action hereunder or (vi)
amend this subsection (a) of this Section 9.01.

(b)  Agent. No amendment, waiver or consent given or effected pursuant to this
     -----
Section 9.01 shall, unless in writing and signed by the Agent in addition to the
A Lenders required above to take such action, affect the rights, obligations or
duties of the Agent under this Agreement.

(c)  Limitation of Scope.  All waivers and consents granted under this Section
     -------------------
9.01 shall be effective only in the specific instance and for the specific
purpose for which given.

SECTION 9.02  Notices, Etc.  All notices and other communications provided for
              ------------                                                
hereunder shall be in writing (including telecopier, telegraphic, telex or cable
communication) and mailed, sent by overnight courier, telecopied, telegraphed,
telexed, cabled or delivered, if to the Borrower, at its address at 900 Cherry
Avenue, San Bruno, CA 94066 Attention: Treasurer; if to any Lender, at its
Domestic Lending Office specified opposite its name on Schedule II hereto; if to
any other Lender, at its Domestic Lending Office specified in the Assignment and
Acceptance pursuant to which it became a Lender; if to the Agent, at its address
at 399 Park Avenue, New York, New York 10043, Attention: Credit Administration;
with a copy, in the case of notices to the Agent, to Citicorp North America,
Inc., One Sansome Street, San Francisco,

 
California, Attention: Carolyn Wendler, or, as to each party, at such other
address or to such other person as shall be designated by such party in a
written notice to the other parties. All such notices and communications shall,
when mailed, be effective three days after being deposited in the mails, when
sent by overnight courier, be effective one day after being sent by overnight
courier, when telecopied or delivered to the telegraph company, be effective
when received or delivered to the cable company, respectively; and when
delivered by hand, be effective upon delivery except that notices and
communications to the Agent pursuant to Article II or VIII shall not be
effective until received by the Agent.

SECTION 9.03  No Waiver; Remedies.  No failure on the part of any Lender or the
              -------------------                                          
Agent to exercise, and no delay in exercising, any right hereunder shall operate
as a waiver thereof; nor shall any single or partial exercise of any such right
preclude any other or further exercise thereof or the exercise of any other
right. The remedies herein provided are cumulative and not exclusive of any
remedies provided by law.

SECTION 9.04  Costs and Expenses.  (a) The Borrower agrees to pay on demand all
              ------------------                                           
costs and expenses of the Agent incurred in connection with the preparation,
execution, delivery, modification and amendment of this Agreement, and the other
documents to be delivered hereunder, including, without limitation, the
reasonable fees and out-of-pocket expenses of counsel for the Agent with respect
thereto and with respect to advising the Agent as to their respective rights and
responsibilities under this Agreement with respect thereto. The Borrower further
agrees to pay on demand all costs and expenses of the Agent and each Lender
(including, without limitation, reasonable counsel fees and expenses), incurred
in connection with the enforcement (whether through negotiations, legal
proceedings or otherwise) of this Agreement and the other documents to be
delivered hereunder, including, without limitation, reasonable counsel fees and
expenses in connection with the enforcement of their respective rights
hereunder.

(b)  If any payment of principal of, or Conversion of, any Eurodollar Rate
Advance is made other than on the last day of the Interest Period for such A
Advance, as a result of a payment or Conversion pursuant to Section 2.09(d),
2.11, 2.13 or 2.14 or acceleration of the maturity of the Advances pursuant to
Section 7.01 or for any other reason, the Borrower shall, upon demand by any A
Lender (with a copy of such demand to the Agent), pay to the Agent for the
account of such A Lender any amounts required to compensate such A Lender for
any additional losses, costs or expenses which it may reasonably incur as a
result of such payment or Conversion, including, without limitation, any loss
(including loss of anticipated profits), cost or expense incurred by reason of
the liquidation or reemployment of deposits or other funds acquired by any A
Lender to fund or maintain such A Advance.

(c)  The Borrower agrees to indemnify and hold harmless each of the Agent, each
Lender and each of their Affiliates and their respective officers, directors,
employees, agents and advisors (each, an "Indemnified Party") from and against
any and all claims, damages, liabilities and expenses (including, without
limitation, fees and disbursements of counsel), which may be incurred by or
asserted against any Indemnified Party in connection with or arising out of any
investigation, litigation, or proceeding (whether or not such Indemnified Party
is party thereto) related to any acquisition or proposed acquisition by the
Borrower, or by any Subsidiary of the Borrower, of all or any portion of the
stock or substantially all the assets of any Person or any use or proposed use
of the Advances by the Borrower, except to the extent such claim, damage,
liability or expense shall have resulted from such Indemnified Party's gross
negligence or willful misconduct. In the event this indemnity is unenforceable
as a matter of law as to a particular matter or consequence referred to herein,
it shall be enforceable to the full extent permitted by law. The indemnification
provisions set forth above shall be in addition to any liability the Borrower
may otherwise have. Without prejudice to the survival of any other obligation of
the Borrower hereunder, the indemnities and obligations of the Borrower
contained in this Section 9.04 shall survive the payment in full of all the
Obligations.

(d)  The Borrower hereby acknowledges that the funding method by each Lender of
its Advances hereunder shall be in the sole discretion of such Lender. The
Borrower agrees that for purposes of any determination to be made under Sections
2.08, 2.12(a), 2.13 or 9.04(b) of this Agreement each Lender shall be deemed to
have funded its Eurodollar Rate Advances with proceeds of Dollar deposits in the
London interbank market.

 
SECTION 9.05  Right of Set-off.  Upon (i) the occurrence and during the
              ---------------- 
continuance of any Event of Default and (ii) the making of the request or the
granting of the consent specified by Section 7.01 to authorize the Agent to
declare the Advances due and payable pursuant to the provisions of Section 7.01,
each Lender and each of its Affiliates is hereby authorized at any time and from
time to time, to the fullest extent permitted by law, to set off and apply any
and all deposits (general or special, time or demand, provisional or final) at
any time held and other indebtedness at any time owing by such Lender or such
Affiliate to or for the credit or the account of the Borrower against any and
all of the obligations of the Borrower now or hereafter existing under this
Agreement to such Lender, whether or not such Lender shall have made any demand
under this Agreement and although such obligations may be unmatured.  Each
Lender agrees promptly to notify the Borrower after any such set-off and
application made by such Lender or any of its Affiliates, provided, that, the
                                                          --------  ----     
failure to give such notice shall  not affect the validity of such set-off and
application.  The rights of each Lender and its Affiliates under this Section
are in addition to other rights and remedies (including, without limitation,
other rights of set-off) which such Lender and its Affiliates may have.

SECTION 9.06  Binding Effect.  This Agreement shall become effective when it
              --------------                                                
shall have been executed by the Borrower and the Agent and when the Agent shall
have been notified by each Bank that such Bank has executed it and thereafter
shall be binding upon and inure to the benefit of the Borrower, the Agent and
each Lender and their respective successors and assigns, except that the
Borrower  shall not have the right to assign its respective rights hereunder or
any interest herein without the prior written consent of the Lenders.

SECTION 9.07  Assignments and Participations.  (a)  Each Lender may, and if
              ------------------------------                               
demanded by the Borrower (following a demand by such Lender pursuant to Section
2.08, 2.12 or 3.02, after such Lender has declined to vote in favor of extension
of the Revolver Termination Date pursuant to Section 2.14, or after any Lender
has assigned all or any portion of its rights and obligations under this
Agreement to any Affiliate without the consent of the Borrower, upon at least 20
days' notice to such Lender and the Agent), will, assign to one or more banks or
other entities all or a portion of its rights and obligations under this
Agreement (including, without limitation, all or a portion, respectively, of its
A Commitment and the A Advances owing to it); provided, however, that (i) each
                                              --------  -------               
such respective assignment shall be of a percentage of all rights and
obligations under this Agreement (other than any B Advances) in respect of the
assigning A Lender's A Commitment and A Advances that is constant and not
varying over time, (ii) the respective amounts of the rights and obligations
under the A Commitment and A Advances of the assigning A Lender, being assigned
pursuant to each such assignment (determined as of the date of the Assignment
and Acceptance with respect to such assignment) shall in no event be less than
5% of all such rights and obligations or less than $5,000,000 (or an integral
multiple of $500,000 in excess thereof), (iii) each such assignment shall be to
an Eligible Assignee consented to by the Borrower (which shall not unreasonably
withhold its consent); provided, that, the Borrower's consent need not be
                       --------  ----                                    
obtained if such assignment is made to an Affiliate of the assigning Lender,
provided that any Lender so assigning to any of its Affiliates shall give prompt
notice thereof to the Borrower and the Agent, (iv) each such assignment made as
a result of a demand by the Borrower pursuant to this Section 9.07(a) shall be
arranged by the Borrower (at its expense, including, without limitation, payment
of the processing and recordation fee referred to in subclause (vi) hereof)
after consultation with the Agent and shall be either an assignment of all of
the rights and obligations of the assigning Lender under this Agreement or an
assignment of a portion of such rights and obligations made concurrently with
another such assignment or other such assignments which together cover all of
the rights and obligations of the assigning Lender under this Agreement, (v) no
Lender shall be obligated to make any such assignment as a result of a demand by
the Borrower pursuant to this Section 9.07(a) unless and until such Lender shall
have received one or more payments from either the Borrower or one or more
Eligible Assignees in an aggregate amount at least equal to the aggregate
outstanding principal amount of the Advances owing to such Lender, together with
accrued interest thereon to the date of payment of such principal amount and all
other amounts payable to such Lender under this Agreement, and (vi) the parties
to each such assignment shall execute and deliver to the Agent, for its
acceptance and recording in the Register, 

 
an Assignment and Acceptance, together with a processing and recordation fee of
$2,000; provided, that, no such fee shall be payable in connection with an
assignment by an assigning Lender to an Affiliate of such assigning Lender. Upon
such execution, delivery, acceptance and recording, from and after the effective
date specified in each Assignment and Acceptance, (x) the assignee thereunder
shall be a party hereto and, to the extent that rights and obligations hereunder
have been assigned to it pursuant to such Assignment and Acceptance, have the
rights and obligations of a Lender hereunder and (y) the Lender assignor
thereunder shall, to the extent that rights and obligations hereunder have been
assigned by it pursuant to such Assignment and Acceptance, relinquish its rights
and be released from its obligations under this Agreement (and, in the case of
an Assignment and Acceptance covering all or the remaining portion of an
assigning Lender's rights and obligations under this Agreement, such Lender
shall cease to be a party hereto).

(b)  By executing and delivering an Assignment and Acceptance, the Lender
assignor thereunder and the assignee thereunder confirm to and agree with each
other and the other parties hereto as follows: (i) other than as provided in
such Assignment and Acceptance, such assigning Lender makes no representation or
warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with this Agreement or
the execution, legality, validity, enforceability, genuineness, sufficiency or
value of this Agreement or any other instrument or document furnished pursuant
hereto; (ii) such assigning Lender makes no representation or warranty and
assumes no responsibility with respect to the financial condition of the
Borrower or the performance or observance by the Borrower of any of its
obligations under this Agreement or any other instrument or document furnished
pursuant hereto; (iii) such assignee confirms that it has received a copy of
this Agreement, together with copies of the financial statements referred to in
Section 5.01 and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into such
Assignment and Acceptance; (iv) such assignee will, independently and without
reliance upon the Agent, such assigning Lender or any other Lender and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under
this Agreement; (v) such assignee confirms that it is an Eligible Assignee; (vi)
such assignee appoints and authorizes the Agent to take such action as agent on
its behalf and to exercise such powers under this Agreement as are delegated to
the Agent by the terms hereof, together with such powers as are reasonably
incidental thereto; and (vii) such assignee agrees that it will perform in
accordance with their terms all of the obligations which by the terms of this
Agreement are required to be performed by it as a Lender.

(c)  The Agent shall maintain at its address referred to in Section 9.02 a copy
of each Assignment and Acceptance delivered to and accepted by it and a register
for the recordation of the names and addresses of the Lenders and A Commitment
of, and principal amount of the Advances owing to, each Lender from time to time
(the "Register"). The entries in the Register shall be conclusive and binding
for all purposes, absent manifest error, and the Borrower, the Agent and the
Lenders may treat each Person whose name is recorded in the Register as a Lender
hereunder for all purposes of this Agreement. The Register shall be available
for inspection by the Borrower or any Lender at any reasonable time and from
time to time upon reasonable prior notice.

(d)  Upon its receipt of an Assignment and Acceptance executed by an assigning
Lender and an assignee representing that it is an Eligible Assignee, the Agent
shall, if such Assignment and Acceptance has been completed and is in
substantially the form of Exhibit B hereto, (i) accept such Assignment and
Acceptance, (ii) record the information contained therein in the Register and
(iii) give prompt notice thereof to the Borrower.

(e)  Each Lender may assign or participate to one or more banks or other
entities any B Advance held by it without regard to any of the restrictions
placed on assignments elsewhere in this Section 9.07 or this Agreement;
provided, that, any participation shall be made in accordance with subsection
--------  ----
(f) hereof and provided, further, that any assignee of a B Advance that is not
               --------  -------
then a Lender hereunder shall not be entitled to demand any payments under
Section 2.08, 2.12 or 3.02 hereof and shall have no voting rights or other

 
rights of a Lender hereunder other than the right to demand and receive interest
and principal payments at the times when due with respect to the B Advance owned
by it.

(f)  Each Lender may sell participations to one or more banks or other entities
in or to all or a portion of its rights and obligations under this Agreement
(including, without limitation, all or a portion of its Commitment and the
Advances owing to it; provided, however, that (i) such Lender's obligations
                      --------  -------
under this Agreement (including, without limitation, its A Commitment to the
Borrower hereunder) shall remain unchanged, (ii) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations,
(iii) such Lender shall remain the owner of any Advance for all purposes of this
Agreement, and (iv) the Borrower, the Agent and the other Lenders shall continue
to deal solely and directly with such Lender in connection with such Lender's
rights and obligations under this Agreement, provided, further, that, to the
                                             --------  -------
extent of any such participation (unless otherwise stated therein and subject to
the preceding proviso), the purchaser of such participation shall, to the
              -------
fullest extent permitted by law, have the same rights and benefits hereunder as
it would have if it were a Lender hereunder; and provided, further, that each
                                                 --------  -------
such participation shall be granted pursuant to an agreement providing that the
purchaser thereof shall not have the right to consent or object to any action by
the selling Lender (who shall retain such right) other than an action which
would (i) reduce principal of or interest on any Advance or other amounts or
fees in which such purchaser has an interest, (ii) postpone any date fixed for
payment of principal of or interest on any such Advance or other amounts or such
fees, or (iii) extend the Revolver Termination Date.

(g)  Upon written request of the Borrower to an A Lender, such A Lender shall,
to the extent consistent with the policies of such A Lender, inform the Borrower
of the Dollar amount of any Full Term Participation (as hereinafter defined)
that such A Lender has entered into; provided, however, that no A Lender shall
                                     --------  -------
be obligated to disclose such information if the disclosure thereof would
constitute a violation of law or regulation or violate any confidentiality
agreement to which such A Lender is subject. For the purposes of this subsection
(g), "Full Term Participation" means a participation by an A Lender to another
Person whereby such other Person has purchased (pursuant to a participation
agreement) all or a portion of such A Lender's A Commitment from the effective
date of such participation agreement to the Revolver Termination Date.

(h)  Notwithstanding anything herein contained to the contrary, each Lender may
assign any of its rights and obligations under this Agreement to any of its
Affiliates without the consent of the Borrower or the Agent, provided that any
Lender so assigning to any of its Affiliates shall give prompt notice thereof to
the Borrower and the Agent; and each Lender or any of its Affiliates may assign
any of its rights (including, without limitation, rights to payment of principal
and/or interest hereunder) under this Agreement to any Federal Reserve Bank
without notice to or consent of the Borrower or the Agent.

SECTION 9.08  Severability of Provisions.  Any provision of this Agreement 
              --------------------------                                  
which is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof or
affecting the validity or enforceability of such provision in any other
jurisdiction.

SECTION 9.09  Independence of Provisions.  All agreements and covenants 
              --------------------------                               
hereunder shall be given independent effect such that if a particular action or
condition is prohibited by the terms of any such agreement or covenant, the fact
that such action or condition would be permitted within the limitations of
another agreement or covenant shall not be construed as allowing such action to
be taken or condition to exist.

SECTION 9.10  Confidentiality.  Each Lender and the Agent agrees that it will
              ---------------                                           
not disclose to any third party any written information marked "Confidential"
                                                                ------------
provided to it by the Borrower; provided, that, the foregoing will not (i)
                                --------  ----
restrict the ability of the Agent, the Lenders and any loan participants from
freely exchanging such information among themselves (and their respective
employees, attorneys, agents and advisors), (ii) restrict the ability to
disclose such information to a prospective Eligible Assignee or participant,
provided, that, such Eligible Assignee or participant executes a confidentiality
--------  ----
agreement with the selling Lender agreeing to be bound by the terms hereof prior
to disclosure of such information to such

 
Eligible Assignee or participant or (iii) prohibit the disclosure of such
information to the extent such information (a) becomes publicly available, (b)
becomes available through a Person not a Subsidiary, (c) is required to be
disclosed pursuant to court order, subpoena, other legal process, regulatory
request or otherwise by law or (d) is disclosed in litigation with the Borrower
or any of its Subsidiaries.

SECTION 9.11  Headings.  Article and Section headings in this Agreement are
              --------                                                     
included for convenience of reference only and shall not constitute a part of
this Agreement for any other purpose.

SECTION 9.12  Entire Agreement.  This Agreement sets forth the entire agreement
              ----------------                                       
of the parties with respect to its subject matter and, except for the letter
agreement referred to in Sections 2.04(c), supersedes all previous
understandings, written or oral, in respect thereof.

SECTION 9.13  Execution in Counterparts.  This Agreement may be executed in
              -------------------------                                    
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.

SECTION 9.14  Consent to Jurisdiction.  (a)  Each of the parties hereto
              -----------------------                                  
hereby irrevocably submits to the non-exclusive jurisdiction of any New York
State or Federal court sitting in the County of New York, The City of New York,
in any action or proceeding arising out of or relating to this Agreement, and
each of the parties hereby irrevocably agrees that all claims in respect of such
action or proceeding may be heard and determined in such New York State court or
such Federal court.  Each of the parties hereby irrevocably agrees, to the
fullest extent each may effectively do so, that each will not assert any defense
that such courts do not have subject matter or personal jurisdiction of such
action or proceeding or over any party hereto.  Each of the parties hereby
irrevocably consents to the service of copies of the summons and complaint and
any other process which may be served in any such action or proceeding by
certified mail, return receipt requested, or by delivering of a copy of such
process to such party at its address specified in Section 9.02 or by any other
method permitted by law.  Each of the parties hereby agrees that a final
judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or by any other manner
provided by law.

(b)  Nothing in this Section 9.14 shall affect the right of any of the parties
hereto to serve legal process in any other manner permitted by law or affect the
right of any of the parties to bring any action or proceeding against any of the
parties or their property in the courts of other jurisdictions.

SECTION 9.15  GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY, AND 
              -------------                                           
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 9.16  WAIVER OF JURY TRIAL.  EACH OF THE BORROWER, THE AGENT AND THE
              --------------------                                          
LENDERS HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL
RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED
UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT
OR THE ADVANCES, OR THE ACTIONS OF THE AGENT OR ANY LENDER IN CONNECTION WITH
THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF.

 
                                      S-1

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


                                  THE BORROWER:
                                  ------------ 

                                  THE GAP, INC.


                                  By  /s/ Heidi Kunz
                                      -------------------------------------
                                            Heidi Kunz
                                            Executive Vice President
                                            and Chief Financial Officer


                                  THE AGENT:
                                  --------- 

                                  CITICORP USA, INC.


                                  By  /s/ Carolyn Wendler
                                      -------------------------------------
                                            Carolyn Wendler
                                            Managing Director

 
                                      S-2

                                  THE BANKS:
                                  --------- 

                                  CITICORP USA, INC.
 

                                  By  /s/ Carolyn Wendler
                                      -------------------------------------
                                            Carolyn Wendler
                                            Managing Director



                                  BANK OF AMERICA, N.A.
 

                                  By  /s/ Kimberly A. Whitney
                                      -------------------------------------
                                            Kimberly A. Whitney
                                            Managing Director



                                  THE HONG KONG AND SHANGHAI
                                  BANK CORPORATION LIMITED

                                  By  /s/ John Rynne
                                      -------------------------------------
                                            John Rynne
                                            Vice President


                                  MORGAN GUARANTY TRUST
                                  COMPANY OF NEW YORK

                                  By  /s/ Robert Bottamedi
                                      -------------------------------------
                                            Robert Bottamedi
                                            Vice President

 
                                      S-3

                                  THE SUMITOMO BANK LIMITED
 

                                  By  /s/ Azar Shakeri
                                      -------------------------------------
                                            Azar Shakeri
                                            Vice President and Manager



                                  DEUTSCHE BANK AG NEW YORK
                                  BRANCH AND/OR CAYMAN ISLANDS
                                  BRANCH

                                  By  /s/ Alexander Karow
                                      -------------------------------------
                                            Alexander Karow
                                            Vice President

                                  By  /s/ Sheryl L. Paynter
                                      -------------------------------------
                                            Sheryl L. Paynter
                                            Vice President



                                  SOCITETE GENERALE
 

                                  By  /s/ Carol Radice
                                      -------------------------------------
                                            Carol Radice
                                            Vice President



                                  THE FUJI BANK, LIMITED
 

                                  By  /s/ Masahito Fukuda
                                      -------------------------------------
                                            Masahito Fukuda
                                            Senior Vice President

 
                                      S-4

                                  ABN AMRO BANK N.V.
 
                                  By  /s/ John A. Miller
                                      -------------------------------------
                                            John A. Miller
                                            Senior Vice President



                                  THE BANK OF NEW YORK
 

                                  By  /s/ Charlotte Sohn Fuiks
                                      -------------------------------------
                                            Charlotte Sohn Fuiks
                                            Vice President



                                  BANK ONE, NA f/k/a THE FIRST
                                  NATIONAL BANK OF CHICAGO

                                  By  /s/ Eva Drinis
                                      -------------------------------------
                                            Eva Drinis
                                            Assistant Vice President



                                  U.S. BANK NATIONAL ASSOCIATION
 

                                  By  /s/ Janet Jordan
                                      -------------------------------------
                                            Janet Jordan
                                            Vice President



                                  FLEET NATIONAL BANK
 

                                  By  /s/ Susan L. Pardus-Galland
                                      -------------------------------------
                                            Susan L. Pardus-Galland
                                            Director


                                  WELLS FARGO BANK, NATIONAL
                                  ASSOCIATION
 

 
                                      S-5

                                  By  /s/ Lee Jensen
                                      -------------------------------------
                                            Lee Jensen
                                            Vice President

                                  By  /s/ June P. Hanson
                                      -------------------------------------
                                            June P. Hanson
                                            Assistant Vice President

 
                                      S-1

                                  SCHEDULE I

                                 COMMITTMENTS


-------------------------------------------------------------------------
Lender                                                A Commitment ($)
------                                                ----------------
-------------------------------------------------------------------------
Citicorp USA, Inc.                                    $ 19,777,777.78
-------------------------------------------------------------------------
Bank of America, N.A.                                 $ 15,555,555.56
-------------------------------------------------------------------------
The Hong Kong and Shanghai Bank                       $ 15,555,555.56
Corporation Limited                                   
-------------------------------------------------------------------------
Morgan Guaranty Trust Company of New York             $ 10,000,000.00
-------------------------------------------------------------------------
The Sumitomo Bank Limited                             $  8,000,000.00
-------------------------------------------------------------------------
Deutsche Bank AG New York Branch and/or               $  8,333,333.33
Cayman Islands Branch                                 
-------------------------------------------------------------------------
Societe Generale                                      $  7,222,222.22
-------------------------------------------------------------------------
The Fuji Bank, Limited                                $  7,222,222.22
-------------------------------------------------------------------------
ABN AMRO Bank N.V.                                    $ 15,555,555.56
-------------------------------------------------------------------------
The Bank of New York                                  $  7,222,222.22
-------------------------------------------------------------------------
Bank One, NA f/k/a The First National                 $  8,333,333.33
Bank of Chicago                                       
-------------------------------------------------------------------------
U.S. Bank National Association                        $  7,222,222.22
-------------------------------------------------------------------------
Fleet National Bank                                   $ 10,000,000.00
-------------------------------------------------------------------------
Wells Fargo Bank, National Association                $ 10,000,000.00
-------------------------------------------------------------------------
                                                      
-------------------------------------------------------------------------
TOTAL                                                 $150,000,000.00
-------------------------------------------------------------------------

 
                               Sch. II Page - 1

                                  SCHEDULE II

Name of Bank Domestic Lending Office Eurodollar Lending Office ------------------------------------------------------------------------------------------------------- Citicorp USA, Inc. One Sansome Street, 28/th/ Floor One Sansome Street, 28/th/ Floor San Francisco, CA 94104 San Francisco, CA 94104 Attn: Carolyn Wendler Attn: Carolyn Wendler Tel: 415-627-6363 Tel: 415-627-6363 Fax: 415-433-0307 Fax: 415-433-0307 ------------------------------------------------------------------------------------------------------- Bank of America, N.A. 1850 Gateway Blvd. Concord, 1850 Gateway Blvd. Concord, CA 94520 CA 94520 Attn.: B. Manduk Attn.: B. Manduk Tel: 925-675-7537 Tel: 925-675-7537 Fax: 925-969-2855 Fax: 925-969-2855 ------------------------------------------------------------------------------------------------------- HSBC Bank USA 140 Broadway, 4th Floor 10 - Lower Thames St. New York, NY 10005 3rd Floor Attn: Anatasia London EC3R 6HH Micklethwaite United Kingdom Tel.: 212-658-1403 Telex: 885945 HSBC LDG Fax: 212-658-2804 Fax: 011-44-171-260-0930 ------------------------------------------------------------------------------------------------------- Morgan Guaranty Trust Morgan Guaranty Trust Morgan Guaranty Trust Company of New York Company of New York Company of New York 60 Wall Street c/o J.P. Morgan Services New York, NY 10260 Euro-Loan Servicing Unit Attn: Robert Bottamedi 500 Stanton Christiana Rd. Tel: 212-648-5014 Newark, DE 19713 Fax: 212-648-1349 Attn: Jeannie Matson Tel: 302-634-1938 Fax: 302-634-1852 ------------------------------------------------------------------------------------------------------- Deutsche Bank AG, New York 31 West 52nd St. 31 West 52nd St. Branch and/or Cayman Islands New York, NY 10019 New York, NY 10019 Branch Attn: Carmen Melendez Attn: Carmen Melendez Tel: 212-469-4008 Tel: 212-469-4008 Fax: 212-469-4138 Fax: 212-469-4138 ------------------------------------------------------------------------------------------------------- The Sumitomo Bank, Limited, 555 California Street 555 California Street San Francisco Branch Suite 3350 Suite 3350
Sch. II Page - 2
Name of Bank Domestic Lending Office Eurodollar Lending Office ------------------------------------------------------------------------------------------------------- San Francisco, CA 94104 San Francisco, CA 94104 Attn: San Topham Attn: San Topham Tel: 415-616-3026 Tel: 415-616-3026 Fax: 415-398-3580 Fax: 415-398-3580 ------------------------------------------------------------------------------------------------------- ABN AMRO Bank, N.V. 208 South LaSalle, Ste. 1500 208 South LaSalle, Ste. 1500 Chicago, IL 60604-1003 Chicago, IL 60604-1003 Attn: John Miller Attn: John Miller Tel: 312-992-5110 Tel: 312-992-5110 Fax: 312-992-5111 Fax: 312-992-5111 ------------------------------------------------------------------------------------------------------- Societe Generale 2029 Century Park East 2029 Century Park East Suite 2900 Suite 2900 Los Angeles, CA 90067 Los Angeles, CA 90067 Attn: Tuliuh Wu Attn: Tuliuh Wu Tel: 310-788-7117 Tel: 310-788-7117 Fax: 310-203-0539 Fax: 310-203-0539 ------------------------------------------------------------------------------------------------------- The Fuji Bank, Limited 333 South Hope Street, 333 South Hope Street, 39/th/ Floor 39/th/ Floor Los Angeles, CA 90071 Los Angeles, CA 90071 Attn: Tami Kita Attn: Tami Kita Tel: 213-253-4163 Tel: 213-253-4163 Fax: 213-253-4178 Fax: 213-253-4178 ------------------------------------------------------------------------------------------------------- The Bank of New York One Wall Street, 8/th/ Floor One Wall Street, 8/th/ Floor New York, NY 10286 New York, NY 10286 Attn: Madlyn Myrick Attn: Madlyn Myrick Tel: 212-635-1366 Tel: 212-635-1366 Fax: 212-635-1481 Fax: 212-635-1481 -------------------------------------------------------------------------------------------------------
Sch. II Page - 3 --------------------------------------------------------------------------------------------------------- U.S. Bank National Association 555 S.W. Oak Street, PL-4 555 S.W. Oak Street, PL-4 Portland, OR 97204 Portland, OR 97204 Attn: Jan Knox Attn: Jan Knox Tel: 503-275-6561 Tel: 503-275-6561 Fax: 503-275-4600 Fax: 503-275-4600 --------------------------------------------------------------------------------------------------------- Wells Fargo Bank, National 420 Montgomery Street 420 Montgomery Street Association 9/th/ Floor 9/th/ Floor San Francisco, CA 94104 San Francisco, CA 94104 Attn: Judy Chan Attn: Judy Chan Tel: 415-477-5433 Tel: 415-477-5433 Fax: 415-979-0675 Fax: 415-979-0675 ========================================================================================================= Fleet National Bank One Federal Street One Federal Street Boston, MA 02110 Boston, MA 02110 Attn: Dwayne Nelson Attn: Dwayne Nelson Tel: 617-346-4223 Tel: 617-346-4223 Fax: 617-346-0595 Fax: 617-346-0595 ========================================================================================================= Bank One, NA f/k/a The First 1 Bank One Plaza 1 Bank One Plaza National Bank of Chicago Chicago, IL 60670 Chicago, IL 60670 Attn: Medy Hernandez Attn: Medy Hernandez Tel: 312-732-8297 Tel: 312-732-8297 Fax: 312-732-4840 Fax: 312-732-4840 =========================================================================================================
Schedule III EXISTING LIENS None Schedule IV CHANGE OF CONTROL 1. Donald G. Fisher 2. Doris Fisher 3. Millard S. Drexler 4. Any person related by blood or marriage to any of the foregoing persons and any trust as to which any of such persons has beneficial ownership of the assets of the trust. 5. The executive officers of The Gap, Inc. as of June 27, 2000. Schedule V PERMITTED INVESTMENTS 1. Obligations issued or guaranteed by the United States Government. 2. Commercial paper of issuers having a rating of P-1 by Moodys or A-1 by S&P or a rating of not less than P-2 by Moodys and A-2 by S&P. 3. Banker's acceptances, certificates of deposit and eurodollar time deposits (including bank money market funds) from commercial banks with commercial paper ratings (or equivalent long-term debt ratings) as specified in 2 above. 4. Tax-exempt securities rated Aaa by Moodys or AAA by S&P or Aa by Moodys or AA by S&P or A by Moodys or A by S&P. 5. Secured repurchase agreements involving any of the instruments referred to in 1-4 above and having the ratings specified in 1-4 above, as applicable, with an institution or institutions whose commercial paper (or long term debt rating) satisfies the criteria specified in 2 above. 6. Money market preferred stock (not issued by a thrift, saving and loans institution or analogous institution) rated Aaa by Moodys or AAA by S&P. 7. Loan participations purchased from major money center banks provided the borrower associated with such participation has a long-term debt rating of P-1 by Moodys or A-1 by S&P or P-2 by Moodys and A-2 by S&P. Moodys = Moody's Investors Service, Inc. S&P = Standard & Poor's Corporation Schedule VI PLANS: Gap VEBA Trust (Self-insured medical and dental claims) GapShare Plan Employee Benefit Premium Payment Plan - (Pre-tax employee contributions under medical, dental plans) Life Insurance and Accidental Death and Dismemberment Plan Health Insurance Plan (HMOs and Employee Assistance Plan) Short Term Disability Plan Long Term Disability Plan Tuition Reimbursement Program Vision Care Plan EXHIBIT A-1 NOTICE OF A BORROWING Citicorp USA, Inc., as Agent for the Lenders parties to the Credit Agreement referred to below ____________ [Date] Attention: Ladies and Gentlemen: The undersigned, The Gap, Inc., refers to the Amended and Restated Credit Agreement, dated as of ___________ __, 2000 (such Credit Agreement, as it may be amended, restated or otherwise modified, being the "Credit Agreement", the terms defined therein being used herein as therein defined), among the undersigned, certain Lenders parties thereto, and Citicorp USA, Inc. as Agent for said Lenders, and hereby gives you notice, irrevocably, pursuant to Section 2.02 of the Credit Agreement that the undersigned hereby requests an A Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such A Borrowing (the "Proposed A Borrowing") as required by Section 2.02(a) of the Credit Agreement: (i) The Business Day of the Proposed A Borrowing is _______, 200_. (ii) The Type of A Advances comprising the Proposed A Borrowing is [Base Rate Advances] [Eurodollar Rate Advances]. (iii) The aggregate amount of the Proposed A Borrowing is $_________. (iv) The Interest Period for each A Advance made as part of the Proposed A Borrowing is [____ days] [____ month[s]].* The undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the date of the Proposed A Borrowing: (A) the representations and warranties contained in Section 5.01 are correct, before and after giving effect to the Proposed A Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; and __________________ * Specify alternative if 9 or 12 month Eurodollar Rate Interest Period is requested, but not available. (B) no event has occurred and is continuing, or would result from such Proposed A Borrowing or from the application of the proceeds therefrom, which constitutes an Event of Default or Default. Very truly yours, THE GAP, INC. By______________________________ Name: Title: EXHIBIT A-2 NOTICE OF B BORROWING Citicorp USA, Inc.*, as Agent for the Lenders parties to the Credit Agreement referred to below ____________ [Date] Attention: Ladies and Gentlemen: The undersigned, The Gap, Inc., refers to the Amended and Restated Credit Agreement, dated as of _______ __, 2000 (such Credit Agreement, as it may be amended, restated or otherwise modified, being the "Credit Agreement", the terms defined therein being used herein as therein defined), among the undersigned, certain Lenders parties thereto, and Citicorp USA, Inc. as Agent for said Lenders, and hereby gives you notice pursuant to Section 2.03 of the Credit Agreement that the undersigned hereby requests a B Borrowing under the Credit Agreement, and in that connection sets forth the terms on which such B Borrowing (the "Proposed B Borrowing") is requested to be made: (A) Date of B Borrowing _________________ (B) Amount of B Borrowing _________________ (C) Maturity Date _________________ (D) Interest Rate Basis _________________ (E) Interest Payment Date(s) _________________ (F) (G) (H) The undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the date of the Proposed B Borrowing: (a) the representations and warranties contained in Section 5.01 are correct, before and after giving effect to the Proposed B Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; (b) no event has occurred and is continuing, or would result from the Proposed B Borrowing or from the application of the proceeds therefrom, which constitutes an Event of Default or Default; (c) no event has occurred and no circumstance exists as a result of which the information concerning the undersigned that has been provided to the Agent and each Lender by the undersigned in connection with the Credit Agreement would, taken as a whole, include ___________________ * Address to each Lender if the Borrower is conducting the auction. an untrue statement of a material fact or omit to state any material fact or any fact necessary to make the statements contained therein, in the light of the circumstances under which they were made, not misleading; and (d) the aggregate amount of the Proposed B Borrowing and all other Borrowings to be made on the same day under the Credit Agreement is within the aggregate amount of the unused A Commitments of the A Lenders. The undersigned hereby confirms that the Proposed B Borrowing is to be made available to it in accordance with Section 2.03(a)(v) of the Credit Agreement. Very truly yours, THE GAP, INC. By ________________________ Name: Title: EXHIBIT B ASSIGNMENT AND ACCEPTANCE Dated _______, _ Reference is made to the Amended and Restated Credit Agreement dated as of _______ __, 2000(such Credit Agreement, as it may be amended, restated or otherwise modified, being the "Credit Agreement") among The Gap, Inc., a Delaware corporation (the "Borrower"), the Lenders (as defined in the Credit Agreement), and Citicorp USA, Inc. as Agent for the Lenders (the "Agent"). Terms defined in the Credit Agreement are used herein with the same meaning. __________ (the "Assignor") and _____________ (the "Assignee") agree as follows: 1. The Assignor hereby sells and assigns to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, such respective interests in and to all of the Assignor's rights and obligations under the Credit Agreement as of the date hereof (other than in respect of B Advances) which represent the respective percentage interests specified on Schedule 1 of all outstanding rights and obligations under the Credit Agreement (other than in respect of B Advances) in respect of the Assignor's A Commitment and the A Advances owing to the Assignor. After giving effect to such sale and assignment, the Assignee's A Commitment and the amount of the A Advances owing to the Assignee will be as set forth in Section 2 of Schedule 1. 2. The Assignor (i) represents and warrants that it is the legal and beneficial owner of the interests being assigned by it hereunder and that such interests are free and clear of any adverse claim; (ii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any other instrument or document furnished pursuant thereto and (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or the performance or observance by the Borrower of any of their respective obligations under the Credit Agreement or any other instrument or document furnished pursuant thereto. 3. The Assignee (i) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements referred to in Section 5.01 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance; (ii) agrees that it will, independently and without reliance upon the Agent, the Assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) confirms that it is an Eligible Assignee; (iv) appoints and authorizes the Agent to take such action on its behalf and to exercise such powers under the Credit Agreement as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (v) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender; [and] (vi) specifies as its Domestic Lending Office (and address for notices) and Eurodollar Lending Office the offices set forth beneath its name on the signature pages hereof and [(vii) attaches the forms prescribed by the Internal Revenue Service of the United States certifying as to the Assignee's status for purposes of determining exemption from United States withholding taxes with respect to all payments to be made to the Assignee under the Credit Agreement or such other documents as are necessary to indicate that all such payments are subject to such rates at a rate reduced by an applicable tax treaty].* 4. Following the execution of this Assignment and Acceptance by the Assignor and the Assignee, it will be delivered to the Agent for acceptance and recording by the Agent. The effective date of this Assignment and Acceptance shall be the date of acceptance thereof by the Agent, unless otherwise specified on Schedule 1 hereto (the "Effective Date"). 5. Upon such acceptance and recording by the Agent, as of the Effective Date, (i) the Assignee shall be a party to the Credit Agreement and, to the extent provided in this Assignment and Acceptance, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent provided in this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement. 6. Upon such acceptance and recording by the Agent, from and after the Effective Date, the Agent shall make all payments under the Credit Agreement in respect of the interests assigned hereby (including, without limitation, all payments of principal, interest and commitment fees with respect thereto) to the Assignee. The Assignor and Assignee shall make all appropriate adjustments in payments under the Credit Agreement for periods prior to the Effective Date directly between themselves. 7. This Assignment and Acceptance shall be governed by, and construed in accordance with, the laws of the State of New York. IN WITNESS WHEREOF, the parties hereto have caused this Assignment and Acceptance to be executed by their respective officers thereunto duly authorized, as of the date first above written, such execution being made on Schedule 1 hereto. ____________________ * If the Assignee is organized under the laws of a jurisdiction outside the United States. Schedule 1 to Assignment and Acceptance Dated _____, __ Section 1. Percentage Interest in A Commitment and A Advances: ______ Section 2. Assignee's A Commitment: $_____ Aggregate outstanding principal amount of A Advances owing to Assignee: $_____ Section 3. Effective Date*: ______, ___ [NAME OF ASSIGNOR] By: _____________________ Title: [NAME OF ASSIGNEE] By: _____________________ Title: Domestic Lending Office (and address for notices): [Address] Eurodollar Lending Office: [Address] _____________ * This date should be no earlier than the dare of acceptance by the Agent. Accepted this __ day of __________________, ____ CITICORP USA, INC., as Agent By: ___________________________ Title: EXHIBIT E FORM OF AUCTION BORROWING NOTE U.S. $___________ Dated: ____________, ___ FOR VALUE RECEIVED, the undersigned, THE GAP, INC., a Delaware corporation (the "Borrower"), HEREBY PROMISES TO PAY to the order of ____________________ (the "Lender") for the account of its Applicable Lending Office (as defined in the Credit Agreement referred to below), on _________, ___, the principal amount of _______________________ Dollars ($ ________). The Borrower promises to pay interest on the unpaid principal amount hereof from the date hereof until such principal amount is paid in full, at the interest rate and payable on the interest payment date or dates provided below: Interest Rate: _____% per annum (calculated on the basis of a year of _____ days for the actual number of days elapsed). [Insert variable calculation if applicable] Interest Payment Date or Dates: _________________________________________ Both principal and interest are payable in lawful money of the United States of America to ___________________________ for the account of the Lender at the office of ____________________________, at __________________________________, in same day funds, free and clear of and without any deduction, with respect to the payee named above, subject to Section 3.02 of the Credit Agreement referred to below, for any and all present and future taxes, deductions, charges or withholdings, and all liabilities with respect thereto. This Promissory Note is one of the promissory notes referred to in Section 2.03(f) of the Amended and Restated Credit Agreement, dated as of _____ __, 2000, among the Borrower, the Lender and certain other banks parties thereto, and Citicorp USA, Inc., as Agent for the Lender and such other banks (such Credit Agreement, as it may be amended, restated or otherwise modified, being the "Credit Agreement"). The Credit Agreement, among other things, contains provisions for acceleration of the maturity hereof upon the happening of certain stated events. The Borrower hereby waives presentment, demand, protest and notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder hereof shall operate as a waiver of such rights. This Promissory Note shall be governed by, and construed in accordance with, the laws of the State of New York, United States, without reference to principles of conflicts of laws. THE GAP, INC. By: _______________________________ Name: Title: