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Published: 2008-03-26

364-Day Credit Agreement - Interpublic Group of Companies Inc., Initial Lenders, Salomon Smith Barney Inc. and Citibank N.A.



                            364-DAY CREDIT AGREEMENT

                            DATED AS OF JUNE 26, 2001

THE INTERPUBLIC GROUP OF COMPANIES, INC., a Delaware corporation
(the "COMPANY"), the banks, financial institutions and other 
institutional lenders (the "INITIAL LENDERS") listed on the signature 
pages hereof, SALOMON SMITH BARNEY INC., as lead arranger and book 
manager, and CITIBANK, N.A. ("CITIBANK"), as administrative agent (the 
"AGENT") for the Lenders (as hereinafter defined), 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):

"ADVANCE" means a Revolving Credit Advance or a Competitive Bid
Advance.

"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 or is a director or officer of such Person. For 
purposes of this definition, the term "control" (including the terms 
"controlling", "controlled by" and "under common control with") of a 
Person means the possession, direct or indirect, of the power to vote 
10% or more of the Voting Stock of such Person or to direct or cause 
the direction of the management and policies of such Person, whether 
through the ownership of Voting Stock, by contract or otherwise.

"AGENT'S ACCOUNT" means (a) in the case of Advances denominated in
Dollars, the account of the Agent maintained by the Agent at Citibank 
at its office at 399 Park Avenue, New York, New York 10043, Account No.
36852248, Attention: Bank Loan Syndications, (b) in the case of 
Advances denominated in any Committed Currency, the account of the 
Sub-Agent designated in writing from time to time by the Agent to the 
Company and the Lenders for such purpose and (c) in any such case, such 
other account of the Agent as is designated in writing from time to 
time by the Agent to the Company and the Lenders for such purpose.

"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 Eurocurrency Lending Office in the case of a 
Eurocurrency Rate Advance and, in the case of a Competitive Bid 
Advance, the office of such Lender notified by such Lender to the 
Agent as its Applicable Lending Office with respect to such Competitive 
Bid Advance.

"APPLICABLE MARGIN" means (a) for Base Rate Advances, 0% per annum
and (b) for Eurocurrency Rate Advances, as of any date, a percentage 
per annum determined by reference to the Public Debt Rating in effect 
on such date as set forth below:


-----------------------------------------------------------------------
Public Debt Rating   Applicable Margin for     Applicable Margin for
S&P/Moody's        Base Rate Advances    Eurocurrency Rate Advances
-----------------------------------------------------------------------
     
LEVEL 1
A+/A1 or above                 0.00%                    0.235%
-----------------------------------------------------------------------
LEVEL 2
A/A2                           0.00%                    0.320%
-----------------------------------------------------------------------
LEVEL 3
A-/A3                          0.00%                    0.350%
-----------------------------------------------------------------------
LEVEL 4
BBB+/Baa1                      0.00%                    0.425%
-----------------------------------------------------------------------
LEVEL 5
Lower than Level 4             0.00%                    0.600%
-----------------------------------------------------------------------



            "APPLICABLE PERCENTAGE" means, as of any date a percentage per annum
      determined by reference to the Public Debt Rating in effect on such date
      as set forth below:


             --------------------------------------------------
                 Public Debt Rating              Applicable
                     S&P/Moody's                 Percentage
             --------------------------------------------------
             
             LEVEL 1
             A+/A1 or above                        0.065%
             --------------------------------------------------
             LEVEL 2
             A/A2                                  0.080%
             --------------------------------------------------
             LEVEL 3
             A-/A3                                 0.100%
             --------------------------------------------------
             LEVEL 4
             BBB+/Baa1                             0.125%
             --------------------------------------------------
             LEVEL 5
             Lower than Level 4                    0.150%
             --------------------------------------------------


            "APPLICABLE UTILIZATION FEE" means, as of any date that the
      aggregate Advances exceeds 50% of the aggregate Commitments, a percentage
      per annum determined by reference to the Public Debt Rating in effect on
      such date as set forth below:


             --------------------------------------------------
                   Public Debt Rating         Applicable
                       S&P/Moody's          Utilization Fee
             --------------------------------------------------
             
             LEVEL 1
             A+/A1 or above                     0.050%
             --------------------------------------------------
             LEVEL 2
             A/A2                               0.050%
             --------------------------------------------------
             LEVEL 3
             A-/A3                              0.050%
             --------------------------------------------------
             LEVEL 4
             BBB+/Baa1                          0.075%
             --------------------------------------------------
             LEVEL 5
             Lower than Level 4                 0.125%
             --------------------------------------------------


            "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 C hereto.

            "ASSUMING LENDER" has the meaning specified in Section 2.18(c).

            "ASSUMPTION AGREEMENT" has the meaning specified in Section 2.18(c).

            "BASE RATE" means a fluctuating interest rate per annum 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 in New
            York, New York, from time



            to time, as Citibank's base rate;

                  (b) the sum (adjusted to the nearest 1/4 of 1% or, if there is
            no nearest 1/4 of 1%, to the next higher 1/4 of 1%) of (i) 1/2 of 1%
            per annum, PLUS (ii) the rate obtained by dividing (A) 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 (adjusted to the basis of a year of 360 days) being
            determined weekly on each Monday (or, if such day is not a Business
            Day, on the next succeeding Business Day) for the three-week period
            ending on the previous Friday by Citibank 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 Citibank from three New York certificate of deposit
            dealers of recognized standing selected by Citibank, by (B) a
            percentage equal to 100% minus the average of the daily percentages
            specified during such three-week period by the Board of Governors of
            the Federal Reserve System (or any successor) for determining the
            maximum reserve requirement (including, but not limited to, any
            emergency, supplemental or other marginal reserve requirement) for
            Citibank with respect to liabilities consisting of or including
            (among other liabilities) three-month U.S. dollar non-personal time
            deposits in the United States, PLUS (iii) the average during such
            three-week period of the annual assessment rates estimated by
            Citibank for determining the then current annual assessment payable
            by Citibank to the Federal Deposit Insurance Corporation (or any
            successor) for insuring U.S. dollar deposits of Citibank in the
            United States; and

                  (c) 1/2 of one percent per annum above the Federal Funds Rate.

            "BASE RATE ADVANCE" means a Revolving Credit Advance denominated in
      Dollars that bears interest as provided in Section 2.07(a)(i).

            "BORROWERS" means, collectively, the Company and the Designated
      Subsidiaries from time to time.

            "BORROWING" means a Revolving Credit Borrowing or a Competitive Bid
      Borrowing.

            "BUSINESS DAY" means a day of the year on which banks are not
      required or authorized by law to close in New York City and, if the
      applicable Business Day relates to any Eurocurrency Rate Advances or LIBO
      Rate Advances, on which dealings are carried on in the London interbank
      market and banks are open for business in London and in the country of
      issue of the currency of such Eurocurrency Rate Advance or LIBO Rate
      Advance (or, in the case of an Advance denominated in the euro, in
      Frankfurt, Germany).

            "COMMITMENT" means as to any Lender (a) the Dollar amount set forth
      opposite such Lender's name on the signature pages hereof, (b) if such
      Lender has become a Lender hereunder pursuant to an Assumption Agreement,
      the Dollar amount set forth in such Assumption Agreement or (c) if such
      Lender has entered into any Assignment and Acceptance, the Dollar amount
      set forth for such Lender in the Register maintained by the Agent pursuant
      to Section 9.07(d), as such amount may be reduced pursuant to Section
      2.05.

            "COMMITTED CURRENCIES" means lawful currency of the United Kingdom
      of Great Britain and Northern Ireland, lawful currency of the Federal
      Republic of Germany, lawful currency of the Republic of France, lawful
      currency of The Swiss Federation, lawful currency of Japan, Euro and any
      other currency requested by the applicable Borrower that can be provided
      by all Lenders.

            "COMPETITIVE BID ADVANCE" means an advance by a Lender to any
      Borrower as part of a Competitive Bid Borrowing resulting from the
      competitive bidding procedure described in Section 2.03 and refers to a
      Fixed Rate Advance or a LIBO Rate Advance.

            "COMPETITIVE BID BORROWING" means a borrowing consisting of
      simultaneous Competitive Bid Advances from each of the Lenders whose offer
      to make one or more Competitive Bid Advances as part of



      such borrowing has been accepted under the competitive bidding procedure
      described in Section 2.03.

            "COMPETITIVE BID NOTE" means a promissory note of any Borrower
      payable to the order of any Lender, in substantially the form of Exhibit
      A-2 hereto, evidencing the indebtedness of such Borrower to such Lender
      resulting from a Competitive Bid Advance made by such Lender to such
      Borrower.

            "COMPETITIVE BID REDUCTION" has the meaning specified in Section
      2.01.

            "CONFIDENTIAL INFORMATION" means information that any Borrower
      furnishes to the Agent or any Lender in a writing other than written
      information which is on its face publicly available information, but does
      not include any such information that is or becomes generally available to
      the public or that is or becomes available to the Agent or such Lender
      from a source other than a Borrower.

            "CONSENTING LENDER" has the meaning specified in Section 2.18(b).

            "CONSOLIDATED" refers to the consolidation of accounts in accordance
      with GAAP.

            "CONSOLIDATED SUBSIDIARY" means at any date any Subsidiary or other
      entity the accounts of which would be consolidated with those of the
      Company in its Consolidated financial statements as of such date.

            "CONVERT", "CONVERSION" and "CONVERTED" each refers to a conversion
      of Revolving Credit Advances of one Type into Revolving Credit Advances of
      the other Type pursuant to Section 2.08 or 2.09.

            "DEBT" of any Person means, without duplication, (a) all
      indebtedness of such Person for borrowed money, (b) all obligations of
      such Person for the deferred purchase price of property or services (other
      than trade payables incurred in the ordinary course of such Person's
      business), (c) all obligations of such Person evidenced by notes, bonds,
      debentures or other similar instruments, (d) all obligations of such
      Person created or arising under any conditional sale or other title
      retention agreement 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 are limited to repossession or sale of
      such property), (e) all obligations of such Person as lessee under leases
      that have been or should be, in accordance with generally accepted
      accounting principles, recorded as capital leases, (f) all obligations,
      contingent or otherwise, of such Person in respect of acceptances, letters
      of credit or similar extensions of credit, (g) all obligations of such
      Person in respect of Hedge Agreements, (h) all Debt of others referred to
      in clauses (a) through (g) above or clause (i) below guaranteed directly
      or indirectly in any manner by such Person, or in effect guaranteed
      directly or indirectly by such Person through an agreement (1) to pay or
      purchase such Debt or to advance or supply funds for the payment or
      purchase of such Debt, (2) to purchase, sell or lease (as lessee or
      lessor) property, or to purchase or sell services, primarily for the
      purpose of enabling the debtor to make payment of such Debt or to assure
      the holder of such Debt against loss, (3) to supply funds to or in any
      other manner invest in the debtor (including any agreement to pay for
      property or services irrespective of whether such property is received or
      such services are rendered) or (4) otherwise to assure a creditor against
      loss, and (i) all Debt referred to in clauses (a) through (h) above
      secured by (or for which the holder of such Debt has an existing right,
      contingent or otherwise, to be secured by) any Lien on 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; PROVIDED, HOWEVER, that the term "Debt" shall
      not include obligations under agreements providing for indemnification,
      deferred purchase price payments or similar obligations incurred or
      assumed in connection with the acquisition or disposition of assets or
      stock, whether by merger or otherwise.

            "DEBT FOR BORROWED MONEY" of the Company means, without duplication,
      Debt for money borrowed or any capitalized lease obligation, any
      obligation under a purchase money mortgage, conditional sale or other
      title retention agreement or any obligation under notes payable or drafts
      accepted representing extensions of credit, but shall not include Debt
      evidenced by the Subordinated Convertible Notes or any Debt in respect of
      Hedge Agreements.



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

            "DESIGNATED SUBSIDIARY" means any direct or indirect wholly-owned
      Subsidiary of the Company designated for borrowing privileges under this
      Agreement pursuant to Section 9.09.

            "DESIGNATION AGREEMENT" means, with respect to any Designated
      Subsidiary, an agreement in the form of Exhibit E hereto signed by such
      Designated Subsidiary and the Company.

            "DOLLARS" and the "$" sign each means lawful currency of the United
      States of America.

            "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 I hereto or in the Assumption Agreement or 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 Company and the Agent.

            "EBITDA" means, for any period, net income (or net loss) PLUS the
      sum of (a) Interest Expense, (b) income tax expense, (c) depreciation
      expense, (d) amortization expense, in each case determined in accordance
      with GAAP for such period, (e) restructuring and other merger related
      charges, (f) costs related to the acquisition of Deutsch, Inc. and its
      Affiliates, (g) investment impairment charges, in the case of (e), (f) and
      (g), as recorded in the financial statements of the Company and its
      Consolidated Subsidiaries in accordance with GAAP for the fiscal quarters
      ended September 30, 2000, December 31, 2000 and March 31, 2001 and (h)
      non-recurring charges up to an aggregate amount of $100,000,000, as
      recorded in the financial statements of the Company and its Consolidated
      Subsidiaries in accordance with GAAP for the six months ended September
      30, 2001.

            "EFFECTIVE DATE" has the meaning specified in Section 3.01.

            "ELIGIBLE ASSIGNEE" means (i) a Lender; (ii) an Affiliate of a
      Lender; and (iii) any other Person approved by the Agent and, unless an
      Event of Default has occurred and is continuing at the time any assignment
      is effected in accordance with Section 9.07, the Company, such approval
      not to be unreasonably withheld or delayed; PROVIDED, HOWEVER, that
      neither the Company nor an Affiliate of the Company shall qualify as an
      Eligible Assignee.

            "EQUIVALENT" in Dollars of any Committed Currency on any date means
      the equivalent in Dollars of such Committed Currency determined by using
      the quoted spot rate at which the Sub-Agent's principal office in London
      offers to exchange Dollars for such Committed Currency in London at
      approximately 4:00 P.M. (London time) (unless otherwise indicated by the
      terms of this Agreement) on such date as is required pursuant to the terms
      of this Agreement, and the "Equivalent" in any Committed Currency of
      Dollars means the equivalent in such Committed Currency of Dollars
      determined by using the quoted spot rate at which the Sub-Agent's
      principal office in London offers to exchange such Committed Currency for
      Dollars in London at approximately 4:00 P.M. (London time) (unless
      otherwise indicated by the terms of this Agreement) on such date as is
      required pursuant to the terms of this Agreement.

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

            "ERISA AFFILIATE" means any Person that for purposes of Title IV of
      ERISA is a member of the Company's controlled group, or under common
      control with the Company, within the meaning of Section 414 of the
      Internal Revenue Code.

            "ERISA EVENT" means (a) the occurrence of a reportable event, within
      the meaning of Section 4043 of ERISA, with respect to any Plan unless the
      30-day notice requirement with respect to such event has been waived by
      the PBGC; (b) the application for a minimum funding waiver with respect to
      a Plan; (c) the



      provision by the administrator of any Plan of a notice of intent to
      terminate such Plan pursuant to Section 4041(a)(2) of ERISA (including any
      such notice with respect to a plan amendment referred to in Section
      4041(e) of ERISA); (d) the cessation of operations at a facility of the
      Company or any ERISA Affiliate in the circumstances described in Section
      4062(e) of ERISA; (e) the withdrawal by the Company or any ERISA Affiliate
      from a Multiple Employer Plan during a plan year for which it was a
      substantial employer, as defined in Section 4001(a)(2) of ERISA; (f) the
      conditions for the imposition of a lien under Section 302(f) of ERISA
      shall have been met with respect to any Plan; (g) the adoption of an
      amendment to a Plan requiring the provision of security to such Plan
      pursuant to Section 307 of ERISA; or (h) the institution by the PBGC of
      proceedings to terminate a Plan pursuant to Section 4042 of ERISA, or the
      occurrence of any event or condition described in Section 4042 of ERISA
      that constitutes grounds for the termination of, or the appointment of a
      trustee to administer, a Plan.

            "EURIBO RATE" means, for any Interest Period, the rate per annum
      appearing on Telerate Markets Page 248 (or on any successor or substitute
      page, or any successor to or substitute for Telerate Markets, providing
      rate quotations comparable to those currently provided on such page of
      Telerate Markets, as determined by the Agent from time to time for
      purposes of providing quotations of interest rates applicable to deposits
      in Euro by reference to the Banking Federation of the European Union
      Settlement Rates for deposits in Euro) at approximately 10:00 a.m., London
      time, two Business Days prior to the commencement of such Interest Period,
      as the rate for deposits in Euro with a maturity comparable to such
      Interest Period or, if for any reason such rate is not available, the
      average (rounded upward to the nearest whole multiple of 1/16 of 1% per
      annum, if such average is not such a multiple) of the respective rates per
      annum at which deposits in Euros 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 (x) in the case of Revolving Credit Borrowings, to such Reference
      Bank's Eurocurrency Rate Advance comprising part of such Revolving Credit
      Borrowing to be outstanding during such Interest Period and for a period
      equal to such Interest Period (subject, however, to the provisions of
      Section 2.08) or (y) in the case of Competitive Bid Borrowings, to the
      amount that would be the Reference Banks' respective ratable shares of
      such Borrowing if such Borrowing were to be a Revolving Credit Borrowing
      to be outstanding during such Interest Period and for a period equal to
      such Interest Period (subject, however, to the provisions of Section
      2.08).

            "EURO" means the lawful currency of the European Union as
      constituted by the Treaty of Rome which established the European
      Community, as such treaty may be amended from time to time and as referred
      to in the EMU legislation.

            "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.

            "EUROCURRENCY LENDING OFFICE" means, with respect to any Lender, the
      office of such Lender specified as its "Eurocurrency Lending Office"
      opposite its name on Schedule I hereto or in the Assumption Agreement or
      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
      Company and the Agent.

            "EUROCURRENCY RATE" means, for any Interest Period for each
      Eurocurrency Rate Advance comprising part of the same Revolving Credit
      Borrowing, an interest rate per annum equal to the rate per annum obtained
      by dividing (a)(i) in the case of any Revolving Credit Borrowing
      denominated in Dollars or any Committed Currency other than Euro, the rate
      per annum (rounded upward to the nearest whole multiple of 1/16 of 1% per
      annum) appearing on Telerate Markets Page 3750 (or any successor page) as
      the London interbank offered rate for deposits in Dollars or the
      applicable Committed Currency at approximately 11:00 A.M. (London time)
      two Business Days prior to the first day of such Interest Period for a
      term comparable to such Interest Period or, if for any reason such rate is
      not available, the average (rounded upward to the nearest whole multiple
      of 1/16 of 1% per annum, if such average is not such a multiple) of the
      respective rates per annum at which deposits in Dollars or the applicable
      Committed



      Currency 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
      Eurocurrency Rate Advance comprising part of such Revolving Credit
      Borrowing to be outstanding during such Interest Period and for a period
      equal to such Interest Period (subject, however, to the provisions of
      Section 2.08) or (ii) in the case of any Revolving Credit Borrowing
      denominated in Euro, the EURIBO Rate by (b) a percentage equal to 100%
      minus the Eurocurrency Rate Reserve Percentage for such Interest Period.

            "EUROCURRENCY RATE ADVANCE" means a Revolving Credit Advance
      denominated in Dollars or a Committed Currency that bears interest as
      provided in Section 2.07(a)(ii).

            "EUROCURRENCY RATE RESERVE PERCENTAGE" for any Interest Period for
      all Eurocurrency Rate Advances or LIBO Rate Advances comprising part of
      the same Borrowing means the reserve percentage applicable two Business
      Days before the first day of such Interest Period 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 a member bank of the Federal Reserve
      System in New York City with respect to liabilities or assets consisting
      of or including Eurocurrency Liabilities (or with respect to any other
      category of liabilities that includes deposits by reference to which the
      interest rate on Eurocurrency Rate Advances or LIBO Rate Advances is
      determined) having a term equal to such Interest Period.

            "EVENTS OF DEFAULT" has the meaning specified in Section 6.01.

            "EXTENSION DATE" has the meaning specified in Section 2.18(b).

            "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 that 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.

            "FIXED RATE ADVANCES" has the meaning specified in Section
      2.03(a)(i), which Advances shall be denominated in Dollars or in any
      Committed Currency.

            "GAAP" has the meaning specified in Section 1.03.

            "HEDGE AGREEMENTS" means interest rate swap, cap or collar
      agreements, interest rate future or option contracts, currency swap
      agreements, currency future or option contracts and other similar
      agreements.

            "INFORMATION MEMORANDUM" means the information memorandum dated May
      24, 2001 used by the Agent in connection with the syndication of the
      Commitments.

            "INTEREST EXPENSE" means, for any period, without duplication,
      interest expense (including the interest component on obligations under
      capitalized leases), whether paid or accrued, on all Debt of the Company
      and its Consolidated Subsidiaries for such period, but shall not include
      non-cash interest on the Subordinated Convertible Notes.

            "INTEREST PERIOD" means, for each Eurocurrency Rate Advance
      comprising part of the same Revolving Credit Borrowing and each LIBO Rate
      Advance comprising part of the same Competitive Bid Borrowing, the period
      commencing on the date of such Eurocurrency Rate Advance



      or LIBO Rate Advance or the date of the Conversion of any Base Rate
      Advance into such Eurocurrency Rate Advance and ending on the last day of
      the period selected by the Borrower requesting such Borrowing pursuant to
      the provisions below and, thereafter, with respect to Eurocurrency Rate
      Advances, 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 such Borrower pursuant to the provisions below. The
      duration of each such Interest Period shall be one, two, three or six
      months, or nine or twelve months if available to all Lenders, as such
      Borrower may, upon notice received by the Agent not later than 11:00 A.M.
      (New York City time) on the third Business Day prior to the first day of
      such Interest Period, select; PROVIDED, HOWEVER, that:

                  (i) such Borrower may not select any Interest Period that ends
            after the Termination Date or, if the Revolving Credit Advances have
            been converted to a term loan pursuant to Section 2.06 prior to such
            selection, that ends after the Maturity Date;

                  (ii) Interest Periods commencing on the same date for
            Eurocurrency Rate Advances comprising part of the same Revolving
            Credit Borrowing or for LIBO Rate Advances comprising part of the
            same Competitive Bid 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, HOWEVER, 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) whenever the first day of any Interest Period occurs on a
            day of an initial calendar month for which there is no numerically
            corresponding day in the calendar month that succeeds such initial
            calendar month by the number of months equal to the number of months
            in such Interest Period, such Interest Period shall end on the last
            Business Day of such succeeding calendar month.

            "INTERNAL REVENUE CODE" means the Internal Revenue Code of 1986, as
      amended from time to time, and the regulations promulgated and rulings
      issued thereunder.

            "LENDERS" means the Initial Lenders, each Assuming Lender that shall
      become a party hereto pursuant to Section 2.18 and each Person that shall
      become a party hereto pursuant to Section 9.07.

            "LIBO RATE" means, for any Interest Period for all LIBO Rate
      Advances comprising part of the same Competitive Bid Borrowing, an
      interest rate per annum equal to the rate per annum obtained by dividing
      (a)(i) in the case of any Competitive Bid Borrowing denominated in Dollars
      or any Committed Currency other than Euro, the rate per annum (rounded
      upward to the nearest whole multiple of 1/16 of 1% per annum) appearing on
      Telerate Markets Page 3750 (or any successor page) as the London interbank
      offered rate for deposits in Dollars or the applicable Committed Currency
      at approximately 11:00 A.M. (London time) two Business Days prior to the
      first day of such Interest Period for a term comparable to such Interest
      Period or, if for any reason such rate is not available, the average
      (rounded upward to the nearest whole multiple of 1/16 of 1% per annum, if
      such average is not such a multiple) of the respective rates per annum at
      which deposits in Dollars or the applicable Committed Currency 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 the amount that would be the Reference
      Banks' respective ratable shares of such Borrowing if such Borrowing were
      to be a Revolving Credit Borrowing to be outstanding during such Interest
      Period and for a period equal to such Interest Period (subject, however,
      to the provisions of Section 2.08) or (ii) in the case of any Competitive
      Bid Borrowing denominated in Euro, the EURIBO Rate by (b) a percentage
      equal to 100% minus the Eurocurrency Rate Reserve Percentage for such
      Interest Period.

            "LIBO RATE ADVANCES" means a Competitive Bid Advance denominated in
      Dollars or in any



      Committed Currency and bearing interest based on the LIBO Rate.

            "LIEN" means any lien, security interest or other charge or
      encumbrance of any kind, or any other type of preferential arrangement,
      including, without limitation, the lien or retained security title of a
      conditional vendor and the assignment of the right to receive income.

            "MATERIAL ADVERSE CHANGE" means any material adverse change in the
      business, financial condition or results of operations of the Company and
      its Consolidated Subsidiaries taken as a whole.

            "MATERIAL ADVERSE EFFECT" means a material adverse effect on (a) the
      business, financial condition or results of operations of the Company and
      its Consolidated Subsidiaries taken as a whole, (b) the rights and
      remedies of the Agent or any Lender under this Agreement or any Note or
      (c) the ability of the Company to perform its obligations under this
      Agreement or any Note.

            "MATURITY DATE" means the earlier of (a) the first anniversary of
      the Termination Date and (b) the date of termination in whole of the
      aggregate Commitments pursuant to Section 2.05 or 6.01.

            "MOODY'S" means Moody's Investors Service, Inc.

            "MULTIEMPLOYER PLAN" means a multiemployer plan, as defined in
      Section 4001(a)(3) of ERISA, to which the Company 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.

            "MULTIPLE EMPLOYER PLAN" means a single employer plan, as defined in
      Section 4001(a)(15) of ERISA, subject to Title IV of ERISA that (a) is
      maintained for employees of the Company or any ERISA Affiliate and at
      least one Person other than the Company and the ERISA Affiliates or (b)
      was so maintained and in respect of which the Company or any ERISA
      Affiliate could have liability under Section 4064 or 4069 of ERISA in the
      event such plan has been or were to be terminated.

            "NON-CONSENTING LENDER" has the meaning specified in Section
      2.18(b).

            "NOTE" means a Revolving Credit Note or a Competitive Bid Note.

            "NOTICE OF REVOLVING CREDIT BORROWING" has the meaning specified in
      Section 2.02(a).

            "NOTICE OF COMPETITIVE BID BORROWING" has the meaning specified in
      Section 2.03(a).

            "PAYMENT OFFICE" means, for any Committed Currency, such office of
      Citibank as shall be from time to time selected by the Agent and notified
      by the Agent to the Company and the Lenders.

            "PBGC" means the Pension Benefit Guaranty Corporation (or any
      successor).

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

            "PLAN" means a Single Employer Plan or a Multiple Employer Plan.

            "PUBLIC DEBT RATING" means, as of any date, the lowest rating that
      has been most recently announced by either S&P or Moody's, as the case may
      be, for any class of non-credit enhanced long-term senior unsecured debt
      issued by the Company. For purposes of the foregoing, (a) if only one of
      S&P and Moody's shall have in effect a Public Debt Rating, the Applicable
      Margin, the Applicable Percentage and the Applicable Utilization Fee shall
      be determined by reference to the available Public Debt Rating announced
      by either S&P or Moody's; (b) if neither S&P nor Moody's shall have in
      effect a Public Debt



      Rating, the Applicable Margin, the Applicable Percentage and the
      Applicable Utilization Fee will be set in accordance with Level 5 under
      the definition of "APPLICABLE MARGIN", "APPLICABLE PERCENTAGE" or
      "APPLICABLE UTILIZATION FEE", as the case may be; (c) if such ratings
      established by S&P and Moody's shall fall within different levels, the
      Applicable Margin, the Applicable Percentage and the Applicable
      Utilization Fee shall be based upon the higher of such ratings, except
      that, in the event that the lower of such ratings is more than one level
      below the higher of such ratings, the Applicable Margin, the Applicable
      Percentage and the Applicable Utilization Fee shall be based upon the
      level immediately above the lower of such ratings; (d) if any such 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 (e) if S&P or Moody's shall
      change the basis on which ratings are established, each reference to the
      Public 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.

            "REFERENCE BANKS" means Citibank, HSBC Bank USA and The Chase
      Manhattan Bank.

            "REGISTER" has the meaning specified in Section 9.07(d).

            "REQUIRED LENDERS" means at any time Lenders owed at least a
      majority in interest of the then aggregate outstanding principal amount
      (based on the Equivalent in Dollars at such time) of the Revolving Credit
      Advances, or, if no such principal amount is then outstanding, Lenders
      having at least a majority in amount of the Commitments or, if no such
      principal amount is then outstanding and the Commitments have been
      terminated, Lenders having at least a majority in interest of the then
      aggregate outstanding principal amount (based on the Equivalent in Dollars
      at such time) of the Competitive Bid Advances.

            "REVOLVING CREDIT ADVANCE" means an advance by a Lender to any
      Borrower as part of a Revolving Credit Borrowing and refers to a Base Rate
      Advance or a Eurocurrency Rate Advance (each of which shall be a "TYPE" of
      Revolving Credit Advance).

            "REVOLVING CREDIT BORROWING" means a borrowing consisting of
      simultaneous Revolving Credit Advances of the same Type made by each of
      the Lenders pursuant to Section 2.01.

            "REVOLVING CREDIT NOTE" means a promissory note of any Borrower
      payable to the order of any Lender, delivered pursuant to a request made
      under Section 2.16 in substantially the form of Exhibit A-1 hereto,
      evidencing the aggregate indebtedness of such Borrower to such Lender
      resulting from the Revolving Credit Advances made by such Lender to such
      Borrower.

            "S&P" means Standard & Poor's, a division of The McGraw-Hill
      Companies, Inc.

            "SINGLE EMPLOYER PLAN" means a single employer plan, as defined in
      Section 4001(a)(15) of ERISA, subject to Title IV of ERISA that (a) is
      maintained for employees of the Company or any ERISA Affiliate and no
      Person other than the Company and the ERISA Affiliates or (b) was so
      maintained and in respect of which the Company or any ERISA Affiliate
      could have liability under Section 4069 of ERISA in the event such plan
      has been or were to be terminated.

            "SUB-AGENT" means Citibank International plc.

            "SUBORDINATED CONVERTIBLE NOTES" means (a) the 1.80% Convertible
      Subordinated Notes due 2004 of the Company issued on September 16, 1997
      and (b) the 1.87% Convertible Subordinated Notes due 2006 of the Company
      issued on June 1, 1999.

            "SUBSIDIARY" of any Person means any corporation, partnership, joint
      venture, limited liability company, trust or estate of which (or in which)
      more than 50% of (a) the issued and outstanding capital stock having
      ordinary voting power to elect a majority of the Board of Directors of
      such corporation (irrespective of whether 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), (b) the interest in the
      capital or profits of such limited liability company, partnership or joint
      venture or (c) the beneficial interest in such trust or



      estate is at the time directly or indirectly owned or controlled by such
      Person, by such Person and one or more of its other Subsidiaries or by one
      or more of such Person's other Subsidiaries.

            "TERM LOAN CONVERSION DATE" means the Termination Date on which all
      Revolving Credit Advances outstanding on such date are converted into a
      term loan pursuant to Section 2.06.

            "TERM LOAN ELECTION" has the meaning specified in Section 2.06.

            "TERMINATION DATE" means the earlier of (a) June 25, 2002, subject
      to the extension thereof pursuant to Section 2.18 and (b) the date of
      termination in whole of the Commitments pursuant to Section 2.05 or 6.01;
      PROVIDED, HOWEVER, that the Termination Date of any Lender that is a
      Non-Consenting Lender to any requested extension pursuant to Section 2.18
      shall be the Termination Date in effect immediately prior to the
      applicable Extension Date for all purposes of this Agreement.

            "VOTING STOCK" means capital stock issued by a corporation, or
      equivalent interests in any other Person, the holders of which are
      ordinarily, in the absence of contingencies, entitled to vote for the
      election of directors (or persons performing similar functions) of such
      Person, even if the right so to vote has been suspended by the happening
      of such a contingency.

            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
mean "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 4.01(e) ("GAAP").

                                   ARTICLE II

                        AMOUNTS AND TERMS OF THE ADVANCES

            SECTION 2.01. THE REVOLVING CREDIT ADVANCES. Each Lender severally
agrees, on the terms and conditions hereinafter set forth, to make Revolving
Credit Advances to any Borrower from time to time on any Business Day during the
period from the Effective Date until the Termination Date in an aggregate amount
(based in respect of any Revolving Credit Advances to be denominated in a
Committed Currency on the Equivalent in Dollars determined on the date of
delivery of the applicable Notice of Revolving Credit Borrowing) for all
Borrowers not to exceed at any time outstanding such Lender's Commitment
PROVIDED that the aggregate amount of the Commitments of the Lenders shall be
deemed used from time to time to the extent of the aggregate amount (based in
respect of any Competitive Bid Advance denominated in a Committed Currency on
the Equivalent in Dollars at such time) of the Competitive Bid Advances then
outstanding and such deemed use of the aggregate amount of the Commitments shall
be allocated among the Lenders ratably according to their respective Commitments
(such deemed use of the aggregate amount of the Commitments being a "COMPETITIVE
BID REDUCTION"). Each Revolving Credit Borrowing shall be in an aggregate amount
of $10,000,000 or an integral multiple of $1,000,000 in excess thereof in the
case of Revolving Credit Advances denominated in Dollars and the Equivalent of
$5,000,000 or an integral multiple of $1,000,000 in excess thereof in the case
of Revolving Credit Advances denominated in any Committed Currency (determined
on the date of the applicable Notice of Revolving Credit Borrowing) and shall
consist of Revolving Credit Advances of the same Type made on the same day by
the Lenders ratably according to their respective Commitments. Within the limits
of each Lender's Commitment, any Borrower may borrow under this Section 2.01,
prepay pursuant to Section 2.10 and reborrow under this Section 2.01.

            SECTION 2.02. MAKING THE REVOLVING CREDIT ADVANCES. (a) Each
Revolving Credit Borrowing shall be made on notice, given not later than (x)
10:00 A.M. (New York City time) on the second Business Day prior to the date of
the proposed Revolving Credit Borrowing in the case of a Revolving Credit
Borrowing consisting of Eurocurrency Rate Advances denominated in Dollars, (y)
4:00 P.M. (London time) on the third Business Day prior to the date of the
proposed Revolving Credit Borrowing in the case of a Revolving Credit Borrowing
consisting of Eurocurrency Rate Advances denominated in any Committed Currency,
or (z) 12:00 noon (New York City time) on



the date of the proposed Revolving Credit Borrowing in the case of a Revolving
Credit Borrowing consisting of Base Rate Advances, by any Borrower to the Agent
(and, in the case of a Revolving Credit Borrowing consisting of Eurocurrency
Rate Advances, simultaneously to the Sub-Agent), which shall give to each Lender
prompt notice thereof by telecopier or telex. Each such notice of a Revolving
Credit Borrowing (a "NOTICE OF REVOLVING CREDIT BORROWING") shall be by
telephone, confirmed immediately in writing, or telecopier or telex in
substantially the form of Exhibit B-1 hereto, specifying therein the requested
(i) date of such Revolving Credit Borrowing, (ii) Type of Advances comprising
such Revolving Credit Borrowing, (iii) aggregate amount of such Revolving Credit
Borrowing, and (iv) in the case of a Revolving Credit Borrowing consisting of
Eurocurrency Rate Advances, initial Interest Period and currency for each such
Revolving Credit Advance; PROVIDED, HOWEVER, that if any such notice shall fail
to specify a currency, Dollars shall be deemed to have been specified. Each
Lender shall, before 2:00 P.M. (New York City time) on the date of such
Revolving Credit Borrowing, in the case of a Revolving Credit Borrowing
consisting of Advances denominated in Dollars, and before 11:00 A.M. (London
time) on the date of such Revolving Credit Borrowing, in the case of a Revolving
Credit Borrowing consisting of Eurocurrency Rate Advances denominated in any
Committed Currency, make available for the account of its Applicable Lending
Office to the Agent at the applicable Agent's Account, in same day funds, such
Lender's ratable portion of such Revolving Credit Borrowing. After the Agent's
receipt of such funds and upon fulfillment of the applicable conditions set
forth in Article III, the Agent will make such funds available to the Borrower
requesting the Revolving Credit Borrowing at the Agent's address referred to in
Section 9.02 or, in the case of a Revolving Credit Borrowing in a Committed
Currency, at the applicable Payment Office, as the case may be.

            (b) Anything in subsection (a) above to the contrary
notwithstanding, (i) no Borrower may select Eurocurrency Rate Advances for any
Revolving Credit Borrowing if the aggregate amount of such Revolving Credit
Borrowing is less than $5,000,000 (or the Equivalent thereof in a Committed
Currency) or if the obligation of the Lenders to make Eurocurrency Rate Advances
shall then be suspended pursuant to Section 2.08 or 2.12 and (ii) the
Eurocurrency Rate Advances may not be outstanding as part of more than twenty
separate Revolving Credit Borrowings.

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

            (d) Unless the Agent shall have received notice from a Lender prior
to the time of any Revolving Credit Borrowing that such Lender will not make
available to the Agent such Lender's ratable portion of such Revolving Credit
Borrowing, the Agent may assume that such Lender has made such portion available
to the Agent on the date of such Revolving Credit 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 proposing the Revolving Credit
Borrowing on such date a corresponding amount. If and to the extent that such
Lender shall not have so made such ratable portion available to the Agent, such
Lender and such 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 such Borrower until the date such
amount is repaid to the Agent, at (i) in the case of such Borrower, the higher
of (A) the interest rate applicable at the time to Revolving Credit Advances
comprising such Revolving Credit Borrowing and (B) the cost of funds incurred by
the Agent in respect of such amount and (ii) in the case of such Lender, (A) the
Federal Funds Rate in the case of Advances denominated in Dollars or (B) the
cost of funds incurred by the Agent in respect of such amount in the case of
Advances denominated in Committed Currencies. If such Lender shall repay to the
Agent such corresponding amount, such amount so repaid shall constitute such
Lender's Revolving Credit Advance as part of such Revolving Credit Borrowing for
purposes of this Agreement.

      (e) The failure of any Lender to make the Revolving Credit Advance to be
made by it as part of any



Revolving Credit Borrowing shall not relieve any other Lender of its obligation,
if any, hereunder to make its Revolving Credit Advance on the date of such
Revolving Credit Borrowing, but no Lender shall be responsible for the failure
of any other Lender to make the Revolving Credit Advance to be made by such
other Lender on the date of any Revolving Credit Borrowing.

            SECTION 2.03. THE COMPETITIVE BID ADVANCES. (a) Each Lender
severally agrees that any Borrower may make Competitive Bid 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 30 days prior to the Termination Date
in the manner set forth below; PROVIDED that, following the making of each
Competitive Bid Borrowing, the aggregate amount of the Advances then outstanding
(based in respect of any Advance denominated in a Committed Currency on the
Equivalent in Dollars at the time such Competitive Bid Borrowing is requested)
shall not exceed the aggregate amount of the Commitments of the Lenders
(computed without regard to any Competitive Bid Reduction).

            (i) Any Borrower may request a Competitive Bid Borrowing under this
      Section 2.03 by delivering to the Agent (and, in the case of a Competitive
      Bid Borrowing not consisting of Fixed Rate Advances or LIBO Rate Advances
      to be denominated in Dollars, simultaneously to the Sub-Agent), by
      telecopier or telex, a notice of a Competitive Bid Borrowing (a "NOTICE OF
      COMPETITIVE BID BORROWING"), in substantially the form of Exhibit B-2
      hereto, specifying therein the requested (A) date of such proposed
      Competitive Bid Borrowing, (B) aggregate amount of such proposed
      Competitive Bid Borrowing, (C) interest rate basis and day count
      convention to be offered by the Lenders, (D) currency of such proposed
      Competitive Bid Borrowing, (E) in the case of a Competitive Bid Borrowing
      consisting of LIBO Rate Advances, Interest Period, or in the case of a
      Competitive Bid Borrowing consisting of Fixed Rate Advances, maturity date
      for repayment of each Fixed Rate Advance to be made as part of such
      Competitive Bid Borrowing (which maturity date may not be earlier than the
      date occurring 30 days after the date of such Competitive Bid Borrowing or
      later than the Termination Date), (F) interest payment date or dates
      relating thereto, (G) location of such Borrower's account to which funds
      are to be advanced and (H) other terms (if any) to be applicable to such
      Competitive Bid Borrowing, not later than (w) 10:00 A.M. (New York City
      time) at least one Business Day prior to the date of the proposed
      Competitive Bid Borrowing, if such Borrower shall specify in the Notice of
      Competitive Bid Borrowing that the rates of interest to be offered by the
      Lenders shall be fixed rates per annum (the Advances comprising any such
      Competitive Bid Borrowing being referred to herein as "FIXED RATE
      ADVANCES") and that the Advances comprising such proposed Competitive Bid
      Borrowing shall be denominated in Dollars, (x) 10:00 A.M. (New York City
      time) at least four Business Days prior to the date of the proposed
      Competitive Bid Borrowing, if such Borrower shall specify in the Notice of
      Competitive Bid Borrowing that the Advances comprising such Competitive
      Bid Borrowing shall be LIBO Rate Advances denominated in Dollars, (y)
      10:00 A.M. (London time) at least two Business Days prior to the date of
      the proposed Competitive Bid Borrowing, if such Borrower shall specify in
      the Notice of Competitive Bid Borrowing that the Advances comprising such
      proposed Competitive Bid Borrowing shall be Fixed Rate Advances
      denominated in any Committed Currency and (z) 10:00 A.M. (London time) at
      least four Business Days prior to the date of the proposed Competitive Bid
      Borrowing, if such Borrower shall specify in the Notice of Competitive Bid
      Borrowing that the Advances comprising such Competitive Bid Borrowing
      shall be LIBO Rate Advances denominated in any Committed Currency. Each
      Notice of Competitive Bid Borrowing shall be irrevocable and binding on
      such Borrower. Any Notice of Competitive Bid Borrowing by a Designated
      Subsidiary shall be given to the Agent (or the Sub-Agent, as the case may
      be) from its office in New York, New York on behalf of such Designated
      Subsidiary.

            (ii) Each Lender may, if, in its sole discretion, it elects to do
      so, irrevocably offer to make one or more Competitive Bid Advances to the
      Borrower proposing the Competitive Bid Borrowing as part of such proposed
      Competitive Bid Borrowing at a rate or rates of interest specified by such
      Lender in its sole discretion, by notifying the Agent or the Sub-Agent, as
      the case may be (which shall give prompt notice thereof to such Borrower),
      (A) before 9:30 A.M. (New York City time) on the date of such proposed
      Competitive Bid Borrowing, in the case of a Competitive Bid Borrowing
      consisting of Fixed Rate Advances denominated in Dollars, (B) before 10:00
      A.M. (New York City time) three Business Days before the date of such
      proposed Competitive Bid Borrowing, in the case of a Competitive Bid
      Borrowing consisting of LIBO Rate Advances, denominated in Dollars, (C)
      before 12:00 noon (London time) on the



      Business Day prior to the date of such proposed Competitive Bid Borrowing,
      in the case of a Competitive Bid Borrowing consisting of Fixed Rate
      Advances denominated in any Committed Currency and (D) before 12:00 noon
      (London time) on the third Business Day prior to the date of such proposed
      Competitive Bid Borrowing, in the case of a Competitive Bid Borrowing
      consisting of LIBO Rate Advances denominated in any Committed Currency, of
      the minimum amount and maximum amount of each Competitive Bid Advance
      which such Lender would be willing to make as part of such proposed
      Competitive Bid Borrowing (which amounts or the Equivalent thereof in
      Dollars, as the case may be, of such proposed Competitive Bid may, subject
      to the proviso to the first sentence of this Section 2.03(a), exceed such
      Lender's Commitment, if any), the rate or rates of interest therefor and
      such Lender's Applicable Lending Office with respect to such Competitive
      Bid Advance; PROVIDED that if the Agent in its capacity as a Lender shall,
      in its sole discretion, elect to make any such offer, it shall notify such
      Borrower of such offer at least 30 minutes before the time and on the date
      on which notice of such election is to be given to the Agent or to the
      Sub-Agent, as the case may be, by the other Lenders. If any Lender shall
      elect not to make such an offer, such Lender shall so notify the Agent
      before 10:00 A.M. (New York City time) or the Sub-Agent before 12:00 noon
      (London time) on the date on which notice of such election is to be given
      to the Agent or to the Sub-Agent, as the case may be, by the other
      Lenders, and such Lender shall not be obligated to, and shall not, make
      any Competitive Bid Advance as part of such Competitive Bid Borrowing;
      PROVIDED that the failure by any Lender to give such notice shall not
      cause such Lender to be obligated to make any Competitive Bid Advance as
      part of such proposed Competitive Bid Borrowing.

            (iii) The Borrower proposing the Competitive Bid Borrowing shall, in
      turn, (A) before 10:30 A.M. (New York City time) on the date of such
      proposed Competitive Bid Borrowing, in the case of a Competitive Bid
      Borrowing consisting of Fixed Rate Advances denominated in Dollars, (B)
      before 11:00 A.M. (New York City time) three Business Days before the date
      of such proposed Competitive Bid Borrowing, in the case of a Competitive
      Bid Borrowing consisting of LIBO Rate Advances denominated in Dollars, (C)
      before 3:00 P.M. (London time) on the Business Day prior to the date of
      such proposed Competitive Bid Borrowing, in the case of a Competitive Bid
      Borrowing consisting of either Fixed Rate Advances denominated in any
      Committed Currency and (D) before 3:00 P.M. (London time) on the third
      Business Day prior to the date of such Competitive Bid Borrowing, in the
      case of a Competitive Bid Borrowing consisting of LIBO Rate Advances
      denominated in any Committed Currency, either:

                  (x) cancel such Competitive Bid Borrowing by giving the Agent
            notice to that effect, or

                  (y) accept one or more of the offers made by any Lender or
            Lenders pursuant to paragraph (ii) above, in its sole discretion, by
            giving notice to the Agent or to the Sub-Agent, as the case may be,
            of the amount of each Competitive Bid Advance (which amount shall be
            equal to or greater than the minimum amount, and equal to or less
            than the maximum amount, notified to such Borrower by the Agent or
            the Sub-Agent, as the case may be, on behalf of such Lender for such
            Competitive Bid Advance pursuant to paragraph (ii) above) to be made
            by each Lender as part of such Competitive Bid Borrowing, and reject
            any remaining offers made by Lenders pursuant to paragraph (ii)
            above by giving the Agent or the Sub-Agent, as the case may be,
            notice to that effect. Such Borrower shall accept the offers made by
            any Lender or Lenders to make Competitive Bid Advances in order of
            the lowest to the highest rates of interest offered by such Lenders.
            If two or more Lenders have offered the same interest rate, the
            amount to be borrowed at such interest rate will be allocated among
            such Lenders in proportion to the amount that each such Lender
            offered at such interest rate.

            (iv) If the Borrower proposing the Competitive Bid Borrowing
      notifies the Agent or the Sub-Agent, as the case may be, that such
      Competitive Bid Borrowing is cancelled pursuant to paragraph (iii)(x)
      above, the Agent or the Sub-Agent, as the case may be, shall give prompt
      notice thereof to the Lenders and such Competitive Bid Borrowing shall not
      be made.



            (v) If the Borrower proposing the Competitive Bid Borrowing accepts
      one or more of the offers made by any Lender or Lenders pursuant to
      paragraph (iii)(y) above, the Agent or the Sub-Agent, as the case may be,
      shall in turn promptly notify (A) each Lender that has made an offer as
      described in paragraph (ii) above, of the date and aggregate amount of
      such Competitive Bid Borrowing and whether or not any offer or offers made
      by such Lender pursuant to paragraph (ii) above have been accepted by such
      Borrower, (B) each Lender that is to make a Competitive Bid Advance as
      part of such Competitive Bid Borrowing, of the amount of each Competitive
      Bid Advance to be made by such Lender as part of such Competitive Bid
      Borrowing, and (C) each Lender that is to make a Competitive Bid Advance
      as part of such Competitive Bid Borrowing, upon receipt, that the Agent or
      the Sub-Agent, as the case may be, has received forms of documents
      appearing to fulfill the applicable conditions set forth in Article III.
      Each Lender that is to make a Competitive Bid Advance as part of such
      Competitive Bid Borrowing shall, before 11:00 A.M. (New York City time),
      in the case of Competitive Bid Advances to be denominated in Dollars or
      11:00 A.M. (London time), in the case of Competitive Bid Advances to be
      denominated in any Committed Currency, on the date of such Competitive Bid
      Borrowing specified in the notice received from the Agent or the
      Sub-Agent, as the case may be, pursuant to clause (A) of the preceding
      sentence or any later time when such Lender shall have received notice
      from the Agent or the Sub-Agent, as the case may be pursuant to clause (C)
      of the preceding sentence, make available for the account of its
      Applicable Lending Office to the Agent (x) in the case of a Competitive
      Bid Borrowing denominated in Dollars, at its address referred to in
      Section 9.02, in same day funds, such Lender's portion of such Competitive
      Bid Borrowing in Dollars and (y) in the case of a Competitive Bid
      Borrowing in a Committed Currency, at the Payment Office for such
      Committed Currency as shall have been notified by the Agent to the Lenders
      prior thereto, in same day funds, such Lender's portion of such
      Competitive Bid Borrowing in such Committed Currency. Upon fulfillment of
      the applicable conditions set forth in Article III and after receipt by
      the Agent of such funds, the Agent will make such funds available to such
      Borrower at the location specified by such Borrower in its Notice of
      Competitive Bid Borrowing. Promptly after each Competitive Bid Borrowing
      the Agent will notify each Lender of the amount of the Competitive Bid
      Borrowing, the consequent Competitive Bid Reduction and the dates upon
      which such Competitive Bid Reduction commenced and will terminate.

            (vi) If the Borrower proposing the Competitive Bid Borrowing
      notifies the Agent or the Sub-Agent, as the case may be, that it accepts
      one or more of the offers made by any Lender or Lenders pursuant to
      paragraph (iii)(y) above, such notice of acceptance shall be irrevocable
      and binding on such Borrower. Such Borrower shall indemnify each Lender
      against any loss, cost or expense incurred by such Lender as a result of
      any failure to fulfill on or before the date specified in the related
      Notice of Competitive Bid Borrowing for such Competitive Bid Borrowing the
      applicable conditions set forth in Article III, including, without
      limitation, any loss (excluding loss of anticipated profits), cost or
      expense incurred by reason of the liquidation or reemployment of deposits
      or other funds acquired by such Lender to fund the Competitive Bid Advance
      to be made by such Lender as part of such Competitive Bid Borrowing when
      such Competitive Bid Advance, as a result of such failure, is not made on
      such date.

            (b) Each Competitive Bid Borrowing shall be in an aggregate amount
of $10,000,000 or an integral multiple of $1,000,000 in excess thereof (or the
Equivalent thereof in any Committed Currency, determined as of the time of the
applicable Notice of Competitive Bid Borrowing) and, following the making of
each Competitive Bid Borrowing, the Borrowers shall be in compliance with the
limitation set forth in the proviso to the first sentence of subsection (a)
above.

            (c) Within the limits and on the conditions set forth in this
Section 2.03, any 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, PROVIDED that a Competitive Bid Borrowing shall not be made within
three Business Days of the date of any other Competitive Bid Borrowing.

            (d) Each Borrower that has borrowed through a Competitive Bid
Borrowing shall repay to the Agent for the account of each Lender that has made
a Competitive Bid Advance, on the maturity date of each Competitive Bid Advance
(such maturity date being that specified by such Borrower for repayment of such
Competitive Bid Advance in the related Notice of Competitive Bid Borrowing
delivered pursuant to



subsection (a)(i) above and provided in the Competitive Bid Note evidencing such
Competitive Bid Advance), the then unpaid principal amount of such Competitive
Bid Advance. No Borrower shall have any right to prepay any principal amount of
any Competitive Bid Advance unless, and then only on the terms, specified by
such Borrower for such Competitive Bid Advance in the related Notice of
Competitive Bid Borrowing delivered pursuant to subsection (a)(i) above and set
forth in the Competitive Bid Note evidencing such Competitive Bid Advance.

            (e) Each Borrower that has borrowed through a Competitive Bid
Borrowing shall pay interest on the unpaid principal amount of each Competitive
Bid Advance from the date of such Competitive Bid Advance to the date the
principal amount of such Competitive Bid Advance is repaid in full, at the rate
of interest for such Competitive Bid Advance specified by the Lender making such
Competitive Bid Advance in its notice with respect thereto delivered pursuant to
subsection (a)(ii) above, payable on the interest payment date or dates
specified by such Borrower for such Competitive Bid Advance in the related
Notice of Competitive Bid Borrowing delivered pursuant to subsection (a)(i)
above, as provided in the Competitive Bid Note evidencing such Competitive Bid
Advance. Upon the occurrence and during the continuance of an Event of Default
under Section 6.01(a), such Borrower shall pay interest on the amount of unpaid
principal of and interest on each Competitive Bid Advance owing to a Lender,
payable in arrears on the date or dates interest is payable thereon, at a rate
per annum equal at all times to 2% per annum above the rate per annum required
to be paid on such Competitive Bid Advance under the terms of the Competitive
Bid Note evidencing such Competitive Bid Advance unless otherwise agreed in such
Competitive Bid Note.

            (f) The indebtedness of any Borrower resulting from each Competitive
Bid Advance made to such Borrower as part of a Competitive Bid Borrowing shall
be evidenced by a separate Competitive Bid Note of such Borrower payable to the
order of the Lender making such Competitive Bid Advance.

            SECTION 2.04. FEES. (a) FACILITY FEE. The Company agrees to pay to
the Agent for the account of each Lender a facility fee on the aggregate amount
of such Lender's Commitment from the Effective Date in the case of each Initial
Lender and from the effective date specified in the Assumption Agreement or in
the Assignment and Acceptance pursuant to which it became a Lender in the case
of each other Lender until the Termination Date at a rate per annum equal to the
Applicable Percentage in effect from time to time, payable in arrears quarterly
on the last day of each March, June, September and December, commencing June 30,
2001, and on the Termination Date.

            (b) AGENT'S FEES. The Company shall pay to the Agent for its own
account such fees as may from time to time be agreed between the Company and the
Agent.

            SECTION 2.05. TERMINATION OR REDUCTION OF THE COMMITMENTS. (a)
OPTIONAL. The Company shall have the right, upon at least three Business Days'
notice to the Agent, to permanently terminate in whole or reduce ratably in part
the unused portions of the respective Commitments of the Lenders, PROVIDED that
each partial reduction shall be in the aggregate amount of $10,000,000 or an
integral multiple of $1,000,000 in excess thereof and PROVIDED FURTHER that the
aggregate amount of the Commitments of the Lenders shall not be reduced to an
amount that is less than the aggregate principal amount of the Competitive Bid
Advances denominated in Dollars then outstanding plus the Equivalent in Dollars
(determined as of the date of the notice of prepayment) of the aggregate
principal amount of the Competitive Bid Advances denominated in Committed
Currencies then outstanding.

            (b) MANDATORY. On the Termination Date, if the Company has made the
Term Loan Election in accordance with Section 2.06 prior to such date, and from
time to time thereafter upon each prepayment of the Revolving Credit Advances,
the Commitments of the Lenders shall be automatically and permanently reduced on
a pro rata basis by an amount equal to the amount by which (i) the aggregate
Commitments immediately prior to such reduction EXCEEDS (ii) the aggregate
unpaid principal amount of all Revolving Credit Advances outstanding at such
time.

            SECTION 2.06. REPAYMENT OF REVOLVING CREDIT ADVANCES. Each Borrower
shall, subject to the next succeeding sentence, repay to the Agent for the
ratable account of the Lenders on the Termination Date the aggregate principal
amount of the Revolving Credit Advances then outstanding. The Company may, upon
not less than 15 days' notice to the Agent, elect (the "TERM LOAN ELECTION") to
convert all of the Revolving Credit Advances outstanding on the Termination Date
in effect at such time into a term loan which the Borrowers shall repay in full



ratably to the Lenders on the Maturity Date; PROVIDED that the Term Loan
Election may not be exercised if a Default has occurred and is continuing on the
date of notice of the Term Loan Election or on such Termination Date. All
Revolving Credit Advances converted into a term loan pursuant to this Section
2.06 shall continue to constitute Revolving Credit Advances except that the
Borrowers may not reborrow pursuant to Section 2.01 after all or any portion of
such Revolving Credit Advances have been prepaid pursuant to Section 2.10.

            SECTION 2.07. INTEREST ON REVOLVING CREDIT ADVANCES. (a) SCHEDULED
INTEREST. Each Borrower shall pay interest on the unpaid principal amount of
each Revolving Credit Advance made to it and owing to each Lender from the date
of such Revolving Credit Advance until such principal amount shall be paid in
full, at the following rates per annum:

            (i) BASE RATE ADVANCES. During such periods as such Revolving Credit
      Advance is a Base Rate Advance, a rate per annum equal at all times to the
      sum of (x) the Base Rate in effect from time to time PLUS (y) the
      Applicable Margin in effect from time to time PLUS (z) the Applicable
      Utilization Fee, if any, in effect from time to time, payable in arrears
      quarterly on the last day of each March, June, September and December
      during such periods and on the date such Base Rate Advance shall be
      Converted or paid in full.

            (ii) EUROCURRENCY RATE ADVANCES. During such periods as such
      Revolving Credit Advance is a Eurocurrency Rate Advance, a rate per annum
      equal at all times during each Interest Period for such Revolving Credit
      Advance to the sum of (x) the Eurocurrency Rate for such Interest Period
      for such Revolving Credit Advance PLUS (y) the Applicable Margin in effect
      from time to time PLUS (z) the Applicable Utilization Fee, if any, in
      effect from time to time, payable in arrears on the last day of such
      Interest Period and, if such Interest Period has a duration of more than
      three months, on each day that occurs during such Interest Period every
      three months from the first day of such Interest Period and on the date
      such Eurocurrency Rate Advance shall be Converted or paid in full.

            (b) DEFAULT INTEREST. Upon the occurrence and during the continuance
of an Event of Default under Section 6.01(a), the Borrowers shall pay interest
on (i) the unpaid principal amount of each Revolving Credit Advance owing to
each Lender, payable in arrears on the dates referred to in clause (a)(i) or
(a)(ii) above, at a rate per annum equal at all times to 2% per annum above the
rate per annum required to be paid on such Revolving Credit Advance pursuant to
clause (a)(i) or (a)(ii) above and (ii) to the fullest extent permitted by law,
the amount of any interest, fee or other amount payable hereunder that is not
paid when due, from the date such amount shall be due until such amount shall be
paid in full, payable in arrears on the date such amount shall be paid in full
and on demand, at a rate per annum equal at all times to 2% per annum above the
rate per annum required to be paid on Base Rate Advances pursuant to clause
(a)(i) above.

            SECTION 2.08. INTEREST RATE DETERMINATION. (a) Each Reference Bank
agrees to furnish to the Agent timely information for the purpose of determining
each Eurocurrency Rate and each LIBO 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 such 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 Company and the Lenders of the
applicable interest rate determined by the Agent for purposes of Section
2.07(a)(i) or (ii), and the rate, if any, furnished by each Reference Bank for
the purpose of determining the interest rate under Section 2.07(a)(ii).

            (b) If, with respect to any Eurocurrency Rate Advances, the Required
Lenders notify the Agent that (i) they are unable to obtain matching deposits in
the London inter-bank market at or about 11:00 A.M. (London time) on the second
Business Day before the making of a Borrowing in sufficient amounts to fund
their respective Revolving Credit Advances as a part of such Borrowing during
its Interest Period or (ii) the Eurocurrency Rate for any Interest Period for
such Advances will not adequately reflect the cost to such Required Lenders of
making, funding or maintaining their respective Eurocurrency Rate Advances for
such Interest Period, the Agent shall forthwith so notify the Company and the
Lenders, whereupon (A) the Borrower of such Eurocurrency Advances will, on the
last day of the then existing Interest Period therefor, (1) if such Eurocurrency
Rate Advances are denominated in Dollars, either (x) prepay such Advances or (y)
Convert such Advances into Base Rate Advances and (2) if such Eurocurrency Rate
Advances are denominated in any Committed Currency, either (x) prepay such
Advances or (y) redenominate such Advances into an Equivalent amount of Dollars
and Convert such Advances into Base Rate Advances and (B) the obligation of the
Lenders to make, or to Convert Revolving Credit Advances into,



Eurocurrency Rate Advances shall be suspended until the Agent shall notify the
Company and the Lenders that the circumstances causing such suspension no longer
exist.

            (c) If any Borrower shall fail to select the duration of any
Interest Period for any Eurocurrency Rate Advances in accordance with the
provisions contained in the definition of "Interest Period" in Section 1.01, the
Agent will forthwith so notify such Borrower and the Lenders and such Advances
will automatically, on the last day of the then existing Interest Period
therefor, (i) if such Eurocurrency Rate Advances are denominated in Dollars,
Convert into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are
denominated in a Committed Currency, be redenominated into an Equivalent amount
of Dollars and be Converted into Base Rate Advances.

            (d) On the date on which the aggregate unpaid principal amount of
Eurocurrency Rate Advances comprising any Borrowing shall be reduced, by payment
or prepayment or otherwise, to less than $5,000,000 (or the Equivalent thereof
in any Committed Currency), such Advances shall automatically Convert into Base
Rate Advances.

            (e) Upon the occurrence and during the continuance of any Event of
Default under Section 6.01(a), (i) each Eurocurrency Rate Advance will
automatically, on the last day of the then existing Interest Period therefor,
(A) if such Eurocurrency Rate Advance is denominated in Dollars, be Converted
into a Base Rate Advance and (B) if such Eurocurrency Rate Advance is
denominated in any Committed Currency, be redenominated into an Equivalent
amount of Dollars and be Converted into a Base Rate Advance and (ii) the
obligation of the Lenders to make, or to Convert Advances into, Eurocurrency
Rate Advances shall be suspended.

            (f) If Telerate Markets Page 3750 is unavailable and fewer than two
Reference Banks furnish timely information to the Agent for determining the
Eurocurrency Rate or LIBO Rate for any Eurocurrency Rate Advances or LIBO Rate
Advances, as the case may be,

            (i) the Agent shall forthwith notify the Company and the Lenders
      that the interest rate cannot be determined for such Eurocurrency Rate
      Advances or LIBO Rate Advances, as the case may be,

            (ii) with respect to Eurocurrency Rate Advances, each such Advance
      will automatically, on the last day of the then existing Interest Period
      therefor, (A) if such Eurocurrency Rate Advance is denominated in Dollars,
      be prepaid by the applicable Borrower or be automatically Converted into a
      Base Rate Advance and (B) if such Eurocurrency Rate Advance is denominated
      in any Committed Currency, be prepaid by the applicable Borrower or be
      automatically redenominated into an Equivalent amount of Dollars and be
      Converted into a Base Rate Advance, and

            (iii) the obligation of the Lenders to make Eurocurrency Rate
      Advances or LIBO Rate Advances or to Convert Base Rate Advances into
      Eurocurrency Rate Advances shall be suspended until the Agent shall notify
      the Company and the Lenders that the circumstances causing such suspension
      no longer exist.

            SECTION 2.09. OPTIONAL CONVERSION OF REVOLVING CREDIT ADVANCES. The
Borrower of any Revolving Credit Advance may on any Business Day, upon notice
given to the Agent not later than 11:00 A.M. (New York City time) on the third
Business Day prior to the date of the proposed Conversion and subject to the
provisions of Sections 2.08 and 2.12, Convert all Revolving Credit Advances
denominated in Dollars of one Type comprising the same Borrowing into Revolving
Credit Advances denominated in Dollars of the other Type; PROVIDED, HOWEVER,
that any Conversion of Eurocurrency Rate Advances into Base Rate Advances shall
be made only on the last day of an Interest Period for such Eurocurrency Rate
Advances, any Conversion of Base Rate Advances into Eurocurrency Rate Advances
shall be in an amount not less than the minimum amount specified in Section
2.02(b) and no Conversion of any Revolving Credit Advances shall result in more
separate Revolving Credit Borrowings than permitted under Section 2.02(b). Each
such notice of a Conversion shall, within the restrictions specified above,
specify (i) the date of such Conversion, (ii) the Dollar denominated Revolving
Credit Advances to be Converted, and (iii) if such Conversion is into
Eurocurrency Rate Advances, the duration of the initial Interest Period for each
such Advance. Each notice of Conversion shall be irrevocable and binding on the
Borrower giving such notice.



            SECTION 2.10. PREPAYMENTS OF REVOLVING CREDIT ADVANCES. (a)
OPTIONAL. Each Borrower may, upon notice at least one Business Day prior to the
date of such prepayment, in the case of Eurocurrency Rate Advances, and not
later than 11:00 A.M. (New York City time) on the date of such prepayment, in
the case of Base Rate Advances, to the Agent stating the proposed date and
aggregate principal amount of the prepayment, and if such notice is given such
Borrower shall, prepay the outstanding principal amount of the Revolving Credit
Advances comprising part of the same Revolving Credit 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 of $10,000,000 or an
integral multiple of $1,000,000 in excess thereof in the case of Revolving
Credit Advances denominated in Dollars and the Equivalent of $5,000,000 or an
integral multiple of $1,000,000 in excess thereof in the case of Revolving
Credit Advances denominated in any Committed Currencies (determined on the date
notice of prepayment is given) and (y) in the event of any such prepayment of a
Eurocurrency Rate Advance, such Borrower shall be obligated to reimburse the
Lenders in respect thereof pursuant to Section 9.04(c).

            (b) MANDATORY PREPAYMENTS. (i) If the Agent notifies the Company on
the second Business Day prior to any interest payment date that the sum of (A)
the aggregate principal amount of all Advances denominated in Dollars then
outstanding plus (B) the Equivalent in Dollars (both (A) and (B) determined on
the third Business Day prior to such interest payment date) of the aggregate
principal amount of all Advances denominated in Committed Currencies then
outstanding exceeds 103% of the aggregate Commitments of the Lenders on such
date, the Borrowers shall, within two Business Days after receipt of such
notice, prepay the outstanding principal amount of any Advances owing by the
Borrowers in an aggregate amount sufficient to reduce such sum after such
payment to an amount not to exceed 100% of the aggregate Commitments of the
Lenders. The Agent shall provide such notice to the Company at the request of
any Lender.

            (ii) Each prepayment made pursuant to this Section 2.10(b) shall be
      made together with any interest accrued to the date of such prepayment on
      the principal amounts prepaid and, in the case of any prepayment of a
      Eurocurrency Rate Advance or a LIBO Rate Advance on a date other than the
      last day of an Interest Period or at its maturity, any additional amounts
      which the Borrowers shall be obligated to reimburse to the Lenders in
      respect thereof pursuant to Section 9.04(c). The Agent shall give prompt
      notice of any prepayment required under this Section 2.10(b) to the
      Company and the Lenders.

            SECTION 2.11. INCREASED COSTS. (a) If, due to either (i) the
introduction of or any change in or in the interpretation of any law or
regulation or (ii) the compliance with any guideline or request from any central
bank or other governmental authority including, without limitation, any agency
of the European Union or similar monetary or multinational authority (whether or
not having the force of law), there shall be any increase in the cost to any
Lender of agreeing to make or making, funding or maintaining Eurocurrency Rate
Advances or LIBO Rate Advances (excluding for purposes of this Section 2.11 any
such increased costs resulting from (i) Taxes or Other Taxes (as to which
Section 2.14 shall govern) and (ii) changes in the basis of taxation of overall
net income or overall gross income by the United States or by the foreign
jurisdiction or state under the laws of which such Lender is organized or has
its Applicable Lending Office or any political subdivision thereof), then the
Company shall from time to time, upon demand by such Lender (with a copy of such
demand to the Agent), pay to the Agent for the account of such Lender additional
amounts sufficient to compensate such Lender for such increased cost. A
certificate as to the amount of such increased cost, submitted to the Company
and the Agent by such Lender, shall constitute prima facie evidence of such
amounts.

            (b) If any Lender determines that due to the introduction of or any
change in or in the interpretation of 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), taking into consideration the policies of such Lender
and any corporation controlling such Lender with respect to capital adequacy,
increases or would increase the amount of capital required or expected to be
maintained by such Lender or any corporation controlling such Lender and that
the amount of such increase is based upon the existence of such Lender's
commitment to lend hereunder and other commitments of this type and the effect
of such increase is to reduce the rate of return on such Lender's capital or on
the capital of the corporation controlling such Lender, then, upon demand by
such Lender (with a copy of such demand to the Agent), the Company shall pay to
the Agent for the account of such Lender, from time to time as specified by such
Lender, additional amounts sufficient to compensate such Lender or such
corporation in the light of such circumstances, to the extent that such Lender
reasonably determines such increase in capital to be allocable to the existence
of such



Lender's commitment to lend hereunder. A certificate as to such amounts
submitted to the Company and the Agent by such Lender shall constitute prima
facie evidence of such amounts.

            SECTION 2.12. ILLEGALITY. Notwithstanding any other provision of
this Agreement, if any 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 any central bank or other governmental authority asserts that it is
unlawful, for any Lender or its Eurocurrency Lending Office to perform its
obligations hereunder to make Eurocurrency Rate Advances in Dollars or any
Committed Currency or LIBO Rate Advances in Dollars or any Committed Currency or
to fund or maintain Eurocurrency Rate Advances in Dollars or any Committed
Currency or LIBO Rate Advances in Dollars or any Committed Currency hereunder,
(a) each Eurocurrency Rate Advance or LIBO Rate Advance, as the case may be,
will automatically, upon such demand, (i) if such Eurocurrency Rate Advance or
LIBO Rate Advance is denominated in Dollars, be Converted into a Base Rate
Advance or an Advance that bears interest at the rate set forth in Section
2.07(a)(i), as the case may be, and (ii) if such Eurocurrency Rate Advance or
LIBO Rate Advance is denominated in any Committed Currency, be redenominated
into an Equivalent amount of Dollars and be Converted into a Base Rate Advance
or an Advance that bears interest at the rate set forth in Section 2.07(a)(i),
as the case may be, and (b) the obligation of the Lenders to make Eurocurrency
Rate Advances or LIBO Rate Advances or to Convert Revolving Credit Advances into
Eurocurrency Rate Advances shall be suspended until the Agent shall notify the
Company and the Lenders that the circumstances causing such suspension no longer
exist.

            SECTION 2.13. PAYMENTS AND COMPUTATIONS. (a) Each Borrower shall
make each payment hereunder, except with respect to principal of, interest on,
and other amounts relating to, Advances denominated in a Committed Currency, not
later than 11:00 A.M. (New York City time) on the day when due in Dollars to the
Agent at the applicable Agent's Account in same day funds and without deduction,
set off or counterclaim. Each Borrower shall make each payment hereunder with
respect to principal of, interest on, and other amounts relating to, Advances
denominated in a Committed Currency, not later than 11:00 A.M. (at the Payment
Office for such Committed Currency) on the day when due in such Committed
Currency to the Agent, by deposit of such funds to the applicable Agent's
Account 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 fees ratably (other than amounts payable pursuant to Section 2.03,
2.11, 2.14 or 9.04(c)) to the Lenders for the account of their respective
Applicable Lending Offices, and like funds relating to the payment of any other
amount payable to any Lender to such Lender for the account of its Applicable
Lending Office, in each case to be applied in accordance with the terms of this
Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of
an extension of the Termination Date pursuant to Section 2.18, and upon the
Agent's receipt of such Lender's Assumption Agreement and recording of the
information contained therein in the Register, from and after the applicable
Extension Date the Agent shall make all payments hereunder and under any Notes
issued in connection therewith in respect of the interest assumed thereby to the
Assuming Lender. Upon its acceptance of an Assignment and Acceptance and
recording of the information contained therein in the Register pursuant to
Section 9.07(c), from and after the effective date specified in such Assignment
and Acceptance, the Agent shall make all payments hereunder and under the Notes
in respect of the interest assigned thereby to the 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) All computations of interest based on the Base Rate shall be
made by the Agent on the basis of a year of 365 or 366 days, as the case may be,
all computations of interest based on the Eurocurrency Rate or the Federal Funds
Rate and of facility fees shall be made by the Agent on the basis of a year of
360 days and computations in respect of Competitive Bid Advances shall be made
by the Agent or the Sub-Agent, as the case may be, as specified in the
applicable Notice of Competitive Bid Borrowing (or, in each case of Advances
denominated in Committed Currencies where market practice differs, in accordance
with market practice), 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 facility fees are payable. Each determination by the Agent of an
interest rate hereunder shall be conclusive and binding for all purposes, absent
manifest error.

            (c) Whenever any payment hereunder or under the Notes 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 fee, as
the case may be; PROVIDED, HOWEVER, that, if such extension would cause payment
of interest on or principal of Eurocurrency Rate Advances or LIBO Rate Advances
to be made in the next following calendar month, such payment shall be made on
the next



preceding Business Day.

            (d) Unless the Agent shall have received notice from any Borrower
prior to the date on which any payment is due to the Lenders hereunder that such
Borrower will not make such payment in full, the Agent may assume that such
Borrower has made such payment in full to the Agent on such date and the Agent
may, in reliance upon such assumption, cause to be distributed to each Lender on
such due date an amount equal to the amount then due such Lender. If and to the
extent such Borrower shall not have so made such payment in full to the Agent,
each Lender shall repay to the Agent forthwith on demand such amount distributed
to such Lender together with interest thereon, for each day from the date such
amount is distributed to such Lender until the date such Lender repays such
amount to the Agent, at (i) the Federal Funds Rate in the case of Advances
denominated in Dollars or (ii) the cost of funds incurred by the Agent in
respect of such amount in the case of Advances denominated in Committed
Currencies.

            SECTION 2.14. TAXES. (a) Any and all payments by each Borrower
hereunder or under the Notes shall be made, in accordance with Section 2.13,
free and clear of and without deduction for any and all present or future taxes,
levies, imposts, deductions, charges or withholdings, and all liabilities with
respect thereto, EXCLUDING, in the case of each Lender and the Agent, taxes
imposed on its overall net income, and franchise taxes imposed on it in lieu of
net income taxes, by the jurisdiction under the laws of which such Lender or the
Agent (as the case may be) is organized or any political subdivision thereof
and, in the case of each Lender, taxes imposed on its overall net income, and
franchise taxes imposed on it in lieu of net income taxes, by the jurisdiction
of such Lender's Applicable Lending Office or any political subdivision thereof
(all such non-excluded taxes, levies, imposts, deductions, charges, withholdings
and liabilities in respect of payments hereunder or under the Notes being
hereinafter referred to as "TAXES"). If any Borrower shall be required by law to
deduct any Taxes from or in respect of any sum payable hereunder or under any
Note to any 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 2.14) such 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) such Borrower shall make such
deductions and (iii) such Borrower shall pay the full amount deducted to the
relevant taxation authority or other authority in accordance with applicable
law.

            (b) In addition, the Company shall pay any present or future stamp
or documentary taxes or any other excise or property taxes, charges or similar
levies that arise from any payment made hereunder or under the Notes or from the
execution, delivery or registration of, performing under, or otherwise with
respect to, this Agreement or the Notes (hereinafter referred to as "OTHER
TAXES").

            (c) Each Borrower shall indemnify each Lender and the Agent for and
hold it harmless against the full amount of Taxes or Other Taxes (including,
without limitation, taxes of any kind imposed by any jurisdiction on amounts
payable under this Section 2.14) imposed on or paid by such Lender or the Agent
(as the case may be) and any liability (including penalties, interest and
expenses) arising therefrom or with respect thereto. This indemnification shall
be made within 30 days from the date such Lender or the Agent (as the case may
be) makes written demand therefor.

            (d) Within 30 days after the date of any payment of Taxes, each
Borrower shall furnish to the Agent, at its address referred to in Section 9.02,
the original or a certified copy of a receipt evidencing such payment. In the
case of any payment hereunder or under the Notes by or on behalf of such
Borrower through an account or branch outside the United States or by or on
behalf of such Borrower by a payor that is not a United States person, if such
Borrower determines that no Taxes are payable in respect thereof, such Borrower
shall furnish, or shall cause such payor to furnish, to the Agent, at such
address, an opinion of counsel acceptable to the Agent stating that such payment
is exempt from Taxes. For purposes of this subsection (d) and subsection (e),
the terms "UNITED STATES" and "UNITED STATES PERSON" shall have the meanings
specified in Section 7701 of the Internal Revenue Code.

            (e) Each 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 Initial Lender and on the date of the Assumption
Agreement or the Assignment and Acceptance pursuant to which it becomes a Lender
in the case of each other Lender, and from time to time thereafter as requested
in writing by the Company (but only so long as



such Lender remains lawfully able to do so), shall provide each of the Agent and
the Company with two original Internal Revenue Service forms W-8BEN or W-8ECI,
as appropriate, or any successor or other form prescribed by the Internal
Revenue Service, certifying that such Lender is exempt from or entitled to a
reduced rate of United States withholding tax on payments pursuant to this
Agreement or the Notes. If the form provided by a Lender at the time such 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 unless and until such Lender provides the
appropriate forms certifying that a lesser rate applies, whereupon withholding
tax at such lesser rate only shall be considered excluded from Taxes for periods
governed by such form; PROVIDED, HOWEVER, that, if at the date of the Assignment
and Acceptance pursuant to which a Lender assignee becomes a party to this
Agreement, the Lender assignor was entitled to payments under subsection (a) in
respect of United States withholding tax with respect to interest paid at such
date, then, to such extent, the term Taxes shall include (in addition to
withholding taxes that may be imposed in the future or other amounts otherwise
includable in Taxes) United States withholding tax, if any, applicable with
respect to the Lender assignee on such date. If any form or document referred to
in this subsection (e) requires the disclosure of information, other than
information necessary to compute the tax payable and information required on the
date hereof by Internal Revenue Service form W-8BEN or W-8ECI, that the Lender
reasonably considers to be confidential, the Lender shall give notice thereof to
the Borrowers and shall not be obligated to include in such form or document
such confidential information.

            (f) Each Initial Lender hereby confirms as of the Effective Date,
and each other Lender confirms as of the effective date of the Assignment and
Acceptance pursuant to which it becomes a party hereto, in favor of the Agent
that either (i) such Lender is not resident in the United Kingdom and is
beneficially entitled to the Advances and the interest thereon or (ii) it is a
bank as defined for the purposes of Section 349 of the Income and Corporation
Taxes Act of 1988 of the United Kingdom and is beneficially entitled to the
Advances and the interest thereon, and each Lender agrees to notify the Agent if
there is any change in its position from that set forth in this clause (f).

            (g) For any period with respect to which a Lender has failed to
provide the Company with the appropriate form described in Section 2.14(e)
(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 subsection (e) above), such Lender shall not be
entitled to indemnification under Section 2.14(a) or (c) with respect to Taxes
imposed by the United States by reason of such failure; PROVIDED, HOWEVER, that
should a Lender become subject to Taxes because of its failure to deliver a form
required hereunder, the Company shall take such steps at such Lender's expense
as the Lender shall reasonably request to assist the Lender to recover such
Taxes.

            (h) Any Lender claiming any additional amounts payable pursuant to
this Section 2.14 agrees to use reasonable efforts (consistent with its internal
policy and legal and regulatory restrictions) to change the jurisdiction of its
Eurocurrency Lending Office if the making of such a change would avoid the need
for, or reduce the amount of, any such additional amounts that may thereafter
accrue and would not, in the reasonable judgment of such Lender, be otherwise
disadvantageous to such Lender.

            SECTION 2.15. SHARING OF PAYMENTS, ETC. If any Lender shall obtain
any payment (whether voluntary, involuntary, through the exercise of any right
of set-off, or otherwise) on account of the Revolving Credit Advances owing to
it (other than pursuant to Section 2.11, 2.14 or 9.04(c)) in excess of its
ratable share of payments on account of the Revolving Credit Advances obtained
by all the Lenders, such Lender shall forthwith purchase from the other Lenders
such participations in the Revolving Credit Advances owing to them as shall be
necessary to cause such purchasing 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 Lender, such purchase from
each Lender shall be rescinded and such Lender shall repay to the purchasing
Lender the purchase price to the extent of such recovery together with an amount
equal to such Lender's ratable share (according to the proportion of (i) the
amount of such Lender's required repayment to (ii) the total amount so recovered
from the purchasing Lender) of any interest or other amount paid or payable by
the purchasing Lender in respect of the total amount so recovered. Each Borrower
agrees that any Lender so purchasing a participation from another Lender
pursuant to this Section 2.15 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 Lender were the direct creditor of
such Borrower in the amount of such participation.



            SECTION 2.16. EVIDENCE OF DEBT. (a) Each Lender shall maintain in
accordance with its usual practice an account or accounts evidencing the
indebtedness of each Borrower to such Lender resulting from each Revolving
Credit Advance owing to such Lender from time to time, including the amounts of
principal and interest payable and paid to such Lender from time to time
hereunder in respect of Revolving Credit Advances. Each Borrower agrees that
upon notice by any Lender to such Borrower (with a copy of such notice to the
Agent) to the effect that a Revolving Credit Note is required or appropriate in
order for such Lender to evidence (whether for purposes of pledge, enforcement
or otherwise) the Revolving Credit Advances owing to, or to be made by, such
Lender, such Borrower shall promptly execute and deliver to such Lender a
Revolving Credit Note payable to the order of such Lender in a principal amount
up to the Commitment of such Lender.

            (b) The Register maintained by the Agent pursuant to Section 9.07(d)
shall include a control account, and a subsidiary account for each 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, if appropriate, the Interest Period applicable thereto, (ii) the terms of
each Assumption Agreement and 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 each Borrower to each Lender hereunder and (iv)
the amount of any sum received by the Agent from such Borrower hereunder and
each Lender's share thereof.

(c) Entries made in good faith by the Agent in the Register pursuant to
subsection (b) above, and by each Lender in its account or accounts pursuant to
subsection (a) above, shall be PRIMA FACIE evidence of the amount of principal
and interest due and payable or to become due and payable from each Borrower to,
in the case of the Register, each Lender and, in the case of such account or
accounts, such Lender, under this Agreement, absent manifest error; PROVIDED,
HOWEVER, that the failure of the Agent or such Lender to make an entry, or any
finding that an entry is incorrect, in the Register or such account or accounts
shall not limit or otherwise affect the obligations of any Borrower under this
Agreement.

            SECTION 2.17. USE OF PROCEEDS. The proceeds of the Advances shall be
available (and each Borrower agrees that it shall use such proceeds) solely for
general corporate purposes of the Company and its Consolidated Subsidiaries,
including commercial paper backstop and acquisition financing.

            SECTION 2.18. EXTENSION OF TERMINATION DATE. (a) Provided that the
Company has not previously made a Term Loan Election pursuant to Section 2.06,
at least 35 days but not more than 45 days prior to the Termination Date, the
Company, by written notice to the Agent, may request an extension of the
Termination Date in effect at such time by 364 days from its then scheduled
expiration. The Agent shall promptly notify each Lender of such request, and
each Lender shall in turn, in its sole discretion, not later than 25 days prior
to the Termination Date, notify the Company and the Agent in writing as to
whether such Lender will consent to such extension. If any Lender shall fail to
notify the Agent and the Company in writing of its consent to any such request
for extension of the Termination Date at least 25 days prior to the Termination
Date, such Lender shall be deemed to be a Non-Consenting Lender with respect to
such request. The Agent shall notify the Company on the next succeeding Business
Day of the decision of the Lenders regarding the Company's request for an
extension of the Termination Date.

            (b) If all the Lenders consent in writing to any such request in
accordance with subsection (a) of this Section 2.18, the Termination Date in
effect at such time shall, effective as at the Termination Date (the "EXTENSION
DATE"), be extended for 364 days; PROVIDED that on each Extension Date the
applicable conditions set forth in Article III shall be satisfied. If less than
all of the Lenders consent in writing to any such request in accordance with
subsection (a) of this Section 2.18, the Termination Date in effect at such time
shall, effective as at the applicable Extension Date and subject to subsection
(d) of this Section 2.18, be extended as to those Lenders that so consented
(each a "CONSENTING LENDER") but shall not be extended as to any other Lender
(each a "NON-CONSENTING LENDER"). To the extent that the Termination Date is not
extended as to any Lender pursuant to this Section 2.18 and the Commitment of
such Lender is not assumed in accordance with subsection (c) of this Section
2.18 on or prior to the applicable Extension Date, the Commitment of such
Non-Consenting Lender shall automatically terminate in whole on such unextended
Termination Date without any further notice or other action by the Company, such
Lender or any other Person; PROVIDED that such Non-Consenting Lender's rights
under Sections 2.11, 2.14 and 9.04, and its obligations under Section 8.05,
shall survive the Termination Date for such Lender as to matters occurring prior
to such date. It is understood and agreed that no Lender shall have any
obligation whatsoever


to agree to any request made by the Company for any requested extension of the
Termination Date.

            (c) If less than all of the Lenders consent to any such request
pursuant to subsection (a) of this Section 2.18, the Agent shall promptly so
notify the Consenting Lenders, and each Consenting Lender may, in its sole
discretion, give written notice to the Agent not later than 10 days prior to the
Termination Date of the amount of the Non-Consenting Lenders' Commitments for
which it is willing to accept an assignment. If the Consenting Lenders notify
the Agent that they are willing to accept assignments of Commitments in an
aggregate amount that exceeds the amount of the Commitments of the
Non-Consenting Lenders, such Commitments shall be allocated among the Consenting
Lenders willing to accept such assignments in such amounts as are agreed between
the Company and the Agent. If after giving effect to the assignments of
Commitments described above there remain any Commitments of Non-Consenting
Lenders, the Company may arrange for one or more Consenting Lenders or other
Eligible Assignees (each, an "ASSUMING LENDER") to assume, effective as of the
Extension Date, any Non-Consenting Lender's Commitment and all of the
obligations of such Non-Consenting Lender under this Agreement thereafter
arising, without recourse to or warranty by, or expense to, such Non-Consenting
Lender; PROVIDED, HOWEVER, that the amount of the Commitment of any such
Assuming Lender as a result of such substitution shall in no event be less than
$10,000,000 unless the amount of the Commitment of such Non-Consenting Lender is
less than $10,000,000, in which case such Assuming Lender shall assume all of
such lesser amount; and PROVIDED FURTHER that:

            (i) any such Consenting Lender or Assuming Lender shall have paid to
      such Non-Consenting Lender (A) the aggregate principal amount of, and any
      interest accrued and unpaid to the effective date of the assignment on,
      the outstanding Advances, if any, of such Non-Consenting Lender PLUS (B)
      any accrued but unpaid facility fees owing to such Non-Consenting Lender
      as of the effective date of such assignment;

            (ii) all additional costs reimbursements, expense reimbursements and
      indemnities payable to such Non-Consenting Lender, and all other accrued
      and unpaid amounts owing to such Non-Consenting Lender hereunder, as of
      the effective date of such assignment shall have been paid to such
      Non-Consenting Lender; and

            (iii) with respect to any such Assuming Lender, the applicable
      processing and recordation fee required under Section 9.07(a) for such
      assignment shall have been paid;

PROVIDED FURTHER that such Non-Consenting Lender's rights under Sections 2.11,
2.14 and 9.04, and its obligations under Section 8.05, shall survive such
substitution as to matters occurring prior to the date of substitution. At least
three Business Days prior to any Extension Date, (A) each such Assuming Lender,
if any, shall have delivered to the Company and the Agent an agreement in form
and substance reasonably satisfactory to the Agent and the Company (each, an
"ASSUMPTION AGREEMENT"), duly executed by such Assuming Lender, such
Non-Consenting Lender, the Company and the Agent, (B) any such Consenting Lender
shall have delivered confirmation in writing satisfactory to the Company and the
Agent as to the increase in the amount of its Commitment and (C) each
Non-Consenting Lender being replaced pursuant to this Section 2.18 shall have
delivered to the Agent any Note or Notes held by such Non-Consenting Lender.
Upon the payment or prepayment of all amounts referred to in clauses (i), (ii)
and (iii) above, each such Consenting Lender or Assuming Lender, as of the
Extension Date, will be substituted for such Non-Consenting Lender under this
Agreement and shall be a Lender for all purposes of this Agreement, without any
further acknowledgment by or the consent of the other Lenders, and the
obligations of each such Non-Consenting Lender hereunder shall, by the
provisions hereof, be released and discharged.

            (d) If (after giving effect to any assignments or assumptions
pursuant to subsection (c) of this Section 2.18) Lenders having Commitments
equal to at least 50% of the Commitments in effect immediately prior to the
Extension Date consent in writing to a requested extension (whether by execution
or delivery of an Assumption Agreement or otherwise) not later than one Business
Day prior to such Extension Date, the Agent shall so notify the Company, and,
subject to the satisfaction of the applicable conditions in Article III, the
Termination Date then in effect shall be extended for the additional 364-day
period as described in subsection (a) of this Section 2.18, and all references
in this Agreement, and in the Notes, if any, to the "TERMINATION DATE" shall,
with respect to each Consenting Lender and each Assuming Lender for such
Extension Date, refer to the Termination Date as so extended. Promptly following
each Extension Date, the Agent shall notify the Lenders (including, without
limitation, each Assuming Lender) of the extension of the scheduled Termination
Date in effect immediately prior


thereto and shall thereupon record in the Register the relevant information with
respect to each such Consenting Lender and each such Assuming Lender.

                                  ARTICLE III

                     CONDITIONS TO EFFECTIVENESS AND LENDING

            SECTION 3.01. CONDITIONS PRECEDENT TO EFFECTIVENESS OF SECTIONS 2.01
AND 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and
as of the first date (the "EFFECTIVE DATE") on which the following conditions
precedent to the initial Advance by any Lender have been satisfied:

            (a) There shall exist no action, suit, investigation, litigation or
      proceeding affecting the Company or any of its Consolidated Subsidiaries
      pending or threatened before any court, governmental agency or arbitrator
      that (i) could be reasonably likely to have a Material Adverse Effect or
      (ii) purports to affect the legality, validity or enforceability of this
      Agreement or any Note or the consummation of the transactions contemplated
      hereby.

            (b) Nothing shall have come to the attention of the Lenders during
      the course of their due diligence investigation to lead them to believe
      that the Information Memorandum was or has become misleading, incorrect or
      incomplete in any material respect; without limiting the generality of the
      foregoing, each Lender shall have been given such access to the
      management, records, books of account, contracts and properties of the
      Company and its Consolidated Subsidiaries as it shall have reasonably
      requested as a basis for making its decision to enter into its commitment
      hereunder.

            (c) All governmental and third party consents and approvals
      necessary in connection with the transactions by the Company contemplated
      hereby shall have been obtained (without the imposition of any conditions
      that are not acceptable to the Lenders) and shall remain in effect, and no
      law or regulation shall be applicable in the reasonable judgment of the
      Lenders that restrains, prevents or imposes materially adverse conditions
      upon the transactions contemplated hereby.

            (d) The Company shall have notified the Agent in writing as to the
      proposed Effective Date.

            (e) The Company shall have paid all accrued fees and expenses of the
      Agent and the Lenders (including the invoiced accrued fees and expenses of
      counsel to the Agent).

            (f) On the Effective Date, the following statements shall be true
      and the Agent shall have received for the account of each Lender a
      certificate signed by a duly authorized officer of the Company, dated the
      Effective Date, stating that:

                  (i) The representations and warranties contained in Section
            4.01 are correct on and as of the Effective Date, and

                  (ii) No event has occurred and is continuing that constitutes
            a Default.

            (g) The Agent shall have received on or before the Effective Date
      the following, each dated the Effective Date, in form and substance
      satisfactory to the Agent and (except for the Revolving Credit Notes) in
      sufficient copies for each Lender:

                  (i) The Revolving Credit Notes of the Company to the order of
            the Lenders to the extent requested by any Lender pursuant to
            Section 2.16.



                  (ii) Certified copies of the resolutions of the Finance
            Committee of the Board of Directors of the Company approving this
            Agreement and the Notes to be delivered by it, and of all documents
            evidencing other necessary corporate action and governmental
            approvals, if any, with respect to this Agreement and the Notes to
            be delivered by it.

                  (iii) A certificate of the Secretary or an Assistant Secretary
            of the Company certifying the names and true signatures of the
            officers of the Company authorized to sign this Agreement and the
            Notes to be delivered by it and the other documents to be delivered
            by it hereunder.

                  (iv) A favorable opinion of Nicholas J. Camera, General
            Counsel of the Company, and of Cleary, Gottlieb, Steen & Hamilton,
            counsel for the Company, substantially in the form of Exhibits D-2
            and D-1 hereto, respectively.

                  (v) A favorable opinion of Shearman & Sterling, counsel for
            the Agent, in form and substance satisfactory to the Agent.

            (h) The termination of the commitments of the Lenders and the
      payment in full of all Debt outstanding under the 364-Day Credit Agreement
      dated as of June 27, 2000 among the Company, the lenders parties thereto
      and Citibank, N.A., as administrative agent; each Lender that is a party
      to the foregoing Credit Agreement, by execution of this Agreement, hereby
      waives the requirement of three Business Days' notice set forth in Section
      2.05 of such Credit Agreement for the termination of its commitments
      thereunder.

            SECTION 3.02. INITIAL ADVANCE TO EACH DESIGNATED SUBSIDIARY. The
obligation of each Lender to make an initial Advance to each Designated
Subsidiary is subject to the receipt by the Agent on or before the date of such
initial Advance of each of the following, in form and substance reasonably
satisfactory to the Agent and dated such date, and (except for the Revolving
Credit Notes) in sufficient copies for each Lender:

            (a) The Revolving Credit Notes of such Designated Subsidiary to the
      order of the Lenders to the extent requested by any Lender pursuant to
      Section 2.16.

            (b) Certified copies of the resolutions of the Board of Directors of
      such Designated Subsidiary (with a certified English translation if the
      original thereof is not in English) approving this Agreement and the Notes
      to be delivered by it, and of all documents evidencing other necessary
      corporate action and governmental approvals, if any, with respect to this
      Agreement.

            (c) A certificate of a proper officer of such Designated Subsidiary
      certifying the names and true signatures of the officers of such
      Designated Subsidiary authorized to sign its Designation Agreement and the
      Notes to be delivered by it and the other documents to be delivered by it
      hereunder.

            (d) A certificate signed by a duly authorized officer of the
      Company, certifying that such Designated Subsidiary has obtained all
      governmental and third party authorizations, consents, approvals
      (including exchange control approvals) and licenses required under
      applicable laws and regulations necessary for such Designated Subsidiary
      to execute and deliver its Designation Agreement and the Notes to be
      delivered by it and to perform its obligations hereunder and thereunder.

            (e) A Designation Agreement duly executed by such Designated
      Subsidiary and the Company.

            (f) Favorable opinions of counsel (which may be in-house counsel) to
      such Designated Subsidiary substantially in the form of Exhibits D-1 and
      D-2 hereto, respectively, and as to such other matters as any Lender
      through the Agent may request.

            (g) Such other approvals, opinions or documents as any Lender,
      through the Agent may reasonably request.



            SECTION 3.03. CONDITIONS PRECEDENT TO EACH REVOLVING CREDIT
BORROWING AND EXTENSION DATE. The obligation of each Lender to make a Revolving
Credit Advance on the occasion of each Revolving Credit Borrowing and each
extension of Commitments pursuant to Section 2.18 shall be subject to the
conditions precedent that the Effective Date shall have occurred and on the date
of such Revolving Credit Borrowing or the applicable Extension Date the
following statements shall be true (and each of the giving of the applicable
Notice of Revolving Credit Borrowing or request for Commitment extension and the
acceptance by any Borrower of the proceeds of such Revolving Credit Borrowing
shall constitute a representation and warranty by such Borrower that on the date
of such Borrowing or such Extension Date, as the case may be, such statements
are true):

            (a) the representations and warranties contained in Section 4.01
      (except, in the case of Revolving Credit Borrowings, the representation
      set forth in the last sentence of subsection (e) thereof) and, in the case
      of any Revolving Credit Borrowing made to a Designated Subsidiary, in the
      Designation Agreement for such Designated Subsidiary, are correct on and
      as of such date, before and after giving effect to such Revolving Credit
      Borrowing or such Extension Date and to the application of the proceeds
      therefrom, as though made on and as of such date, and

            (b) no event has occurred and is continuing, or would result from
      such Revolving Credit Borrowing or such Extension Date or from the
      application of the proceeds therefrom, that constitutes a Default.

            SECTION 3.04. CONDITIONS PRECEDENT TO EACH COMPETITIVE BID
BORROWING. The obligation of each Lender that is to make a Competitive Bid
Advance on the occasion of a Competitive Bid Borrowing to make such Competitive
Bid Advance as part of such Competitive Bid Borrowing is subject to the
conditions precedent that (i) the Agent shall have received the written
confirmatory Notice of Competitive Bid Borrowing with respect thereto, (ii) on
or before the date of such Competitive Bid Borrowing, but prior to such
Competitive Bid Borrowing, the Agent shall have received a Competitive Bid Note
payable to the order of such Lender for each of the one or more Competitive Bid
Advances to be made by such Lender as part of such Competitive Bid Borrowing, in
a principal amount equal to the principal amount of the Competitive Bid Advance
to be evidenced thereby and otherwise on such terms as were agreed to for such
Competitive Bid Advance in accordance with Section 2.03, and (iii) on the date
of such Competitive Bid Borrowing the following statements shall be true (and
each of the giving of the applicable Notice of Competitive Bid Borrowing and the
acceptance by the Borrower requesting such Competitive Bid Borrowing of the
proceeds of such Competitive Bid Borrowing shall constitute a representation and
warranty by such Borrower that on the date of such Competitive Bid Borrowing
such statements are true):

            (a) the representations and warranties contained in Section 4.01
      (except the representation set forth in the last sentence of subsection
      (e) thereof) and, in the case of any Competitive Bid Borrowing made to a
      Designated Subsidiary, in the Designation Agreement for such Designated
      Subsidiary, are correct on and as of the date of such Competitive Bid
      Borrowing, before and after giving effect to such Competitive Bid
      Borrowing and to the application of the proceeds therefrom, as though made
      on and as of such date, and

            (b) no event has occurred and is continuing, or would result from
      such Competitive Bid Borrowing or from the application of the proceeds
      therefrom, that constitutes a Default.

            SECTION 3.05. DETERMINATIONS UNDER SECTION 3.01 AND 3.02. For
purposes of determining compliance with the conditions specified in Sections
3.01 and 3.02, each Lender shall be deemed to have consented to, approved or
accepted or to be satisfied with each document or other matter required
thereunder to be consented to or approved by or acceptable or satisfactory to
the Lenders unless an officer of the Agent responsible for the transactions
contemplated by this Agreement shall have received notice from such Lender prior
to the date that the Company, by notice to the Agent, designates as the proposed
Effective Date or the date of the initial Advance to the applicable Designated
Subsidiary, as the case may be, specifying its objection thereto. The Agent
shall promptly notify the Lenders of the occurrence of the Effective Date and
each date of initial Advance to a Designated Subsidiary, as applicable.

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES



            SECTION 4.01. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The
Company represents and warrants as follows:

            (a) The Company is a corporation duly organized, incorporated,
      validly existing and in good standing under the laws of the State of
      Delaware, and has all corporate powers and all material governmental
      licenses, authorizations, consents and approvals required to carry on its
      business.

            (b) The execution, delivery and performance by the Company of this
      Agreement and the Notes to be delivered by it, and the consummation of the
      transactions contemplated hereby, are within the Company's corporate
      powers, have been duly authorized by all necessary corporate action, and
      do not contravene, or constitute a default under, any provision of
      applicable law or regulation or of the certificate of incorporation of the
      Company or of any judgment, injunction, order, decree, material agreement
      or other instrument binding upon the Company or result in the creation or
      imposition of any Lien on any asset of the Company or any of its
      Consolidated Subsidiaries.

            (c) No authorization or approval or other action by, and no notice
      to or filing with, any governmental authority or regulatory body or any
      other third party is required for the due execution, delivery and

      performance by the Company of this Agreement or the Notes to be delivered
      by it.

            (d) This Agreement has been, and each of the Notes to be delivered
      by it when delivered hereunder will have been, duly executed and delivered
      by the Company. This Agreement is, and each of the Notes to be delivered
      by it when delivered hereunder will be, the legal, valid and binding
      obligation of the Company enforceable against the Company in accordance
      with their respective terms, subject to applicable bankruptcy, insolvency,
      reorganization, moratorium or other laws affecting the rights of creditors
      generally and subject to general principles of equity.

            (e) The Consolidated balance sheet of the Company and its
      Consolidated Subsidiaries as at December 31, 2000, and the related
      Consolidated statements of income and cash flows of the Company and its
      Consolidated Subsidiaries for the fiscal year then ended, accompanied by
      an opinion of PricewaterhouseCoopers LLP, independent public accountants,
      and the Consolidated balance sheet of the Company and its Consolidated
      Subsidiaries as at March 31, 2001, and the related Consolidated statements
      of income and cash flows of the Company and its Consolidated Subsidiaries
      for the three months then ended, duly certified by the chief financial
      officer or chief accounting officer of the Company, copies of which have
      been furnished to each Lender, fairly present, subject, in the case of
      said balance sheet as at March 31, 2001, and said statements of income and
      cash flows for the three months then ended, to the absence of footnotes
      and year-end audit adjustments, the Consolidated financial condition of
      the Company and its Consolidated Subsidiaries as at such dates and the
      Consolidated results of the operations of the Company and its Consolidated
      Subsidiaries for the periods ended on such dates, all in accordance with
      generally accepted accounting principles consistently applied. Since
      December 31, 2000, there has been no Material Adverse Change.

            (f) There is no action, suit, investigation, litigation or
      proceeding pending against, or to the knowledge of the Company, threatened
      against the Company or any of its Consolidated Subsidiaries before any
      court or arbitrator or any governmental body, agency or official in which
      there is a significant probability of an adverse decision that (i) would
      have a Material Adverse Effect or (ii) purports to affect the legality,
      validity or enforceability of this Agreement or any Note or the
      consummation of the transactions contemplated hereby.

            (g) Each of the Company and its ERISA Affiliates has fulfilled its
      obligations under the minimum funding standards of ERISA and the Internal
      Revenue Code with respect to each Plan and is in compliance in all
      material respects with the presently applicable provisions of ERISA and
      the Internal Revenue Code except when the failure to comply would not have
      a Material Adverse Effect. None of the Company or any of its ERISA
      Affiliates has incurred any unsatisfied material liability to the PBGC or
      a Plan under Title IV of ERISA other than a liability to the PBGC for
      premiums under Section 4007 of ERISA.



            (h) The Company is not engaged in the business of extending credit
      for the purpose of purchasing or carrying margin stock (within the meaning
      of Regulation U issued by the Board of Governors of the Federal Reserve
      System). Following the application of the proceeds of each Advance, not
      more than 25% of the value of the property and assets of the Company and
      its Consolidated Subsidiaries taken as a whole, subject to the provisions
      of Section 5.02(a) or subject to any restriction contained in any
      agreement or instrument between the Company and any Lender or any
      Affiliate of any Lender relating to Debt within the scope of Section
      6.01(d) will be "margin stock" (within the meaning of Regulation U of the
      Board of Governors of the Federal Reserve System).

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

            (j) The Company and its Consolidated Subsidiaries have filed all
      United States Federal income tax returns and all other material tax
      returns which are required to be filed by them and have paid all taxes due
      reported on such returns or pursuant to any assessment received by the
      Company or any Consolidated Subsidiary, to the extent that such assessment
      has become due. The charges, accruals and reserves on the books of the
      Company and its Consolidated Subsidiaries in respect of taxes or other
      governmental charges are, in the opinion of the Company, adequate except
      for those which are being contested in good faith by the Company.

            (k) Each of the Company's Consolidated Subsidiaries is a corporation
      duly organized, validly existing and in good standing under the laws of
      its jurisdiction of incorporation, and has all corporate powers and all
      material governmental licenses, authorizations, consents and approvals
      required to carry on its business, all to the extent material to the
      Company and its Consolidated Subsidiaries taken as a whole.

                                    ARTICLE V

                            COVENANTS OF THE COMPANY

            SECTION 5.01. AFFIRMATIVE COVENANTS. So long as any Advance shall
remain unpaid or any Lender shall have any Commitment hereunder, the Company
will:

            (a) COMPLIANCE WITH LAWS, ETC. Comply, and cause each of its
      Consolidated Subsidiaries to comply with all applicable laws, rules,
      regulations and orders, such compliance to include, without limitation,
      compliance with ERISA and applicable environmental laws, except where the
      necessity of compliance is being contested in good faith or where failure
      to comply would not have a Material Adverse Effect.

            (b) PAYMENT OF TAXES, ETC. Pay and discharge, and cause each of its
      Consolidated Subsidiaries to pay and discharge, before the same shall
      become delinquent, (i) all taxes, assessments and governmental charges or
      levies imposed upon it or upon its property and (ii) all lawful claims
      that, if unpaid, might solely by operation of law become a Lien upon its
      property; PROVIDED, HOWEVER, that neither the Company nor any of its
      Consolidated Subsidiaries shall be required to pay or discharge any such
      tax, assessment, levy, charge or claim that is being contested in good
      faith and by proper proceedings and as to which appropriate reserves in
      accordance with generally accepted accounting principles are being
      maintained, unless and until any Lien resulting therefrom attaches to its
      property and becomes enforceable against its other creditors.



            (c) MAINTENANCE OF INSURANCE. Maintain, and cause each of its
      Consolidated Subsidiaries to maintain, all to the extent material to the
      Company and its Consolidated Subsidiaries taken as a whole, with
      responsible and reputable insurance companies or associations, physical
      damage insurance on all real and personal property on an all risks basis,
      covering the repair and replacement cost of all such property and
      consequential loss coverage for business interruption and extra expense,
      public liability insurance in an amount not less than $25,000,000 and such
      other insurance covering such other risks as is customarily carried by
      companies of established reputations engaged in similar businesses and
      owning similar properties in the same general areas in which the Company
      or such Consolidated Subsidiary operates; PROVIDED, HOWEVER, that the
      Company and its Consolidated Subsidiaries may self-insure to the same
      extent as other companies engaged in similar businesses and owning similar
      properties in the same general areas in which the Company or such
      Consolidated Subsidiary operates and to the extent consistent with prudent
      business practice.

            (d) PRESERVATION OF CORPORATE EXISTENCE, ETC. Preserve and maintain,
      and cause each of its Consolidated Subsidiaries to preserve and maintain,
      its corporate existence, rights (charter and statutory) and franchises
      necessary in the normal conduct of its business, all to the extent
      material to the Company and its Consolidated Subsidiaries taken as a
      whole; PROVIDED, HOWEVER, that the Company and its Consolidated
      Subsidiaries may consummate any merger or consolidation permitted under
      Section 5.02(b) and PROVIDED FURTHER that neither the Company nor any of
      its Consolidated Subsidiaries shall be required to preserve any right or
      franchise if the Board of Directors of the Company or such Consolidated
      Subsidiary shall determine that the preservation thereof is no longer
      desirable in the normal conduct of the business of the Company or such
      Consolidated Subsidiary, as the case may be, and that the loss thereof is
      not material to the Company and its Consolidated Subsidiaries taken as a
      whole.

            (e) VISITATION RIGHTS. At any reasonable time and from time to time,
      permit the Agent or any of the Lenders or any agents or representatives
      thereof at their own expense, to examine and make copies of and abstracts
      from the records and books of account of, and visit the properties of, the
      Company and any of its Consolidated Subsidiaries, and to discuss the
      affairs, finances and accounts of the Company and any of its Consolidated
      Subsidiaries with any of their officers and with their independent
      certified public accountants, all as often as may reasonably be necessary
      to ensure compliance by the Company with its obligations hereunder.

            (f) KEEPING OF BOOKS. Keep, and cause each of its Consolidated
      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 Company and each such Consolidated Subsidiary
      in accordance with sound business practices and applicable statutory
      requirements so as to permit the preparation of the Consolidated financial
      statements of the Company and its Consolidated Subsidiaries in accordance
      with generally accepted accounting principles in effect from time to time.

            (g) MAINTENANCE OF PROPERTIES, ETC. Maintain and preserve, and cause
      each of its Consolidated Subsidiaries to maintain and preserve, all of its
      properties that are used and useful in the conduct of its business in good
      working order and condition, ordinary wear and tear excepted, except where
      the failure to do so would not have a Material Adverse Effect.

            (h) REPORTING REQUIREMENTS. Furnish to the Lenders or notify the
      Lenders of the availability of:



                  (i) as soon as available and in any event within 50 days after
            the end of each of the first three quarters of each fiscal year of
            the Company, the unaudited Consolidated balance sheet of the Company
            and its Consolidated Subsidiaries as of the end of such quarter and
            unaudited Consolidated statements of income and cash flows of the
            Company and its Consolidated Subsidiaries for the period commencing
            at the end of the previous fiscal year and ending with the end of
            such quarter, duly certified (except for the absence of footnotes
            and subject to year-end audit adjustments) by the chief financial
            officer of the Company as having been prepared in accordance with
            generally accepted accounting principles and a certificate of the
            chief financial officer or chief accounting officer of the Company,
            which certificate shall include a statement that such officer has no
            knowledge, except as specifically stated, of any condition, event or
            act which constitutes a Default and setting forth in reasonable
            detail the calculations necessary to demonstrate compliance with
            Section 5.03 on the date of such balance sheet, PROVIDED that in the
            event that generally accepted accounting principles used in the
            preparation of such financial statements shall differ from GAAP, the
            Company shall also provide, if necessary for the determination of
            compliance with Section 5.03, a statement of reconciliation
            conforming such financial statements to GAAP;

                  (ii) as soon as available and in any event within 95 days
            after the end of each fiscal year of the Company, a copy of the
            audited financial statements for such year for the Company and its
            Consolidated Subsidiaries, containing the Consolidated balance sheet
            of the Company and its Consolidated Subsidiaries as of the end of
            such fiscal year and Consolidated statements of income and cash
            flows of the Company and its Consolidated Subsidiaries for such
            fiscal year, in each case accompanied by the report thereon of
            PricewaterhouseCoopers LLP or other independent public accountants
            of nationally recognized standing, together with a certificate of
            the chief financial officer or chief accounting officer of the
            Company, which certificate shall include a statement that such
            officer has no knowledge, except as specifically stated, of any
            condition, event or act which constitutes a Default and setting
            forth in reasonable detail the calculations necessary to demonstrate
            compliance with Section 5.03 on the date of such financial
            statements, PROVIDED that in the event that generally accepted
            accounting principles used in the preparation of such financial
            statements shall differ from GAAP, the Company shall also provide,
            if necessary for the determination of compliance with Section 5.03,

            a statement of reconciliation conforming such financial statements
            to GAAP;

                  (iii) as soon as possible and in any event within ten days
            after the chief executive officer, chief operation officer,
            principal financial officer or principal accounting officer of the
            Company knows or has reason to know of the occurrence of each
            Default continuing on the date of such statement, a statement of
            such officer of the Company setting forth details of such Default
            and the action that the Company has taken and proposes to take with
            respect thereto;

                  (iv) promptly after the sending or filing thereof, copies of
            all quarterly and annual reports and proxy solicitations that the
            Company sends to any of its securityholders, and copies of all
            reports on form 8-K and registration statements for the public
            offering of securities (other than pursuant to employee Plans) that
            the Company or any Consolidated Subsidiary files with the Securities
            and Exchange Commission;

                  (v) promptly after the commencement thereof, notice of all
            actions and proceedings before any court, governmental agency or
            arbitrator affecting the Company or any of its Consolidated
            Subsidiaries of the type described in Section 4.01(f); and

                  (vi) such other information respecting the financial condition
            or business of the Company or any of its Consolidated Subsidiaries
            as any Lender through the Agent may from time to time reasonably
            request.



      The financial statements required to be delivered pursuant to clauses (i)
      and (ii) and the reports required to be delivered pursuant to clause (iv)
      of this Section 5.01(h) shall be deemed to have been delivered on the date
      on which the Company notifies the Agent, in the case of clauses (i) and
      (ii), that the reports on Form 10-K and Form 10-Q, respectively,
      containing such financial statements and, in the case of clause (iv), that
      such reports have been posted on the SEC's website at www.sec.gov;
      PROVIDED that the Company shall deliver paper copies of the reports
      (without the exhibits thereto) referred to in clauses (i), (ii) and (iv)
      of this Section 5.01(h) to the Agent or any Lender who requests the
      Company to deliver such paper copies until written notice to cease
      delivering paper copies is given by the Agent or such Lender and PROVIDED,
      FURTHER, that in every instance the Company shall provide paper copies of
      the certificates required to be delivered in accordance with this Section
      5.01(h) until such time as the Agent shall provide the Company notice
      otherwise.

            SECTION 5.02. NEGATIVE COVENANTS. So long as any Advance shall
remain unpaid or any Lender shall have any Commitment hereunder, the Company
will not:

            (a) LIENS, ETC. Create or suffer to exist, or permit any of its
      Consolidated Subsidiaries to create or suffer to exist, any Lien on or
      with respect to any of its assets, whether now owned or hereafter
      acquired, other than:

                  (i) Liens existing on the date hereof;

                  (ii) any Lien existing on any asset of any corporation at the
            time such corporation becomes a Consolidated Subsidiary and not
            created in contemplation of such event;

                  (iii) any Lien on any asset securing Debt incurred or assumed
            for the purpose of financing all or any part of the cost of
            acquiring such asset, PROVIDED that such Lien attaches to such asset
            concurrently with or within 90 days after the acquisition thereof;

                  (iv) any Lien on any asset of any corporation existing at the
            time such corporation is merged into or consolidated with the
            Company or a Consolidated Subsidiary and not created in
            contemplation of such event;

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

                  (vi) any Lien created in connection with capitalized lease
            obligations, but only to the extent that such Lien encumbers
            property financed by such capital lease obligation and the principal
            component of such capitalized lease obligation is not increased;

                  (vii) Liens arising in the ordinary course of its business
            which (A) do not secure Debt and (B) do not in the aggregate
            materially impair the operation of the business of the Company and
            its Consolidated Subsidiaries, taken as a whole;

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

                  (ix) Liens securing taxes, assessments, fees or other
            governmental charges or levies, Liens securing the claims of
            materialmen, mechanics, carriers, landlords, warehousemen and
            similar Persons, Liens incurred in the ordinary course of business
            in connection with workmen's compensation, unemployment insurance
            and other similar laws, Liens to secure surety, appeal and
            performance bonds and other similar obligations not incurred in
            connection with the borrowing of money, and attachment, judgment and
            other similar Liens arising in connection with court proceedings so
            long as the enforcement of such Liens is effectively stayed and the
            claims secured thereby are being contested in good faith by
            appropriate proceedings;



                  (x) Liens not otherwise permitted by the foregoing clauses of
            this Section securing Debt in an aggregate principal amount at any
            time outstanding not to exceed 10% of the Consolidated net worth of
            the Company and its Consolidated Subsidiaries;

                  (xi) any Liens on property arising in connection with a
            securities repurchase transaction; and

                  (xii) any legal or contractual right of set-off or any
            contractual right to charge the accounts of the Company or any of
            its Consolidated Subsidiaries to effect the payment of amounts due
            in respect of any Debt or financing arrangement.

            (b) MERGERS, ETC. (i) Merge or consolidate with or into any Person
      (other than a Consolidated Subsidiary of the Company) except that the
      Company may agree to merge or consolidate any Consolidated Subsidiary with
      any Person in connection with an acquisition of such Person, (ii) sell,
      lease or otherwise transfer (whether in one transaction or a series of
      transactions) all or substantially all of the Company's business or assets
      (whether now owned or hereafter acquired) to any Person (other than a
      Consolidated Subsidiary of the Company) or (iii) permit any Consolidated
      Subsidiary to merge or consolidate with or into or transfer (whether in
      one transaction or a series of transactions) all or any substantial part
      of its assets (whether now owned or hereafter acquired) to any Person
      except (x) the Company or another Consolidated Subsidiary of the Company
      or to any other Person if the Board of Directors of the Company (or the
      finance committee or an officer of the Company duly authorized for such
      purpose) determines in good faith that the Consolidated Subsidiary or the
      assets of such Consolidated Subsidiary, as the case may be, are not
      material to the Company and its Consolidated Subsidiaries taken as a
      whole, and (y) any Consolidated Subsidiary may merge with or consolidate
      into any Person in connection with an acquisition of such Person,
      PROVIDED, in each case, that no Default shall have occurred and be
      continuing at the time of such proposed transaction or would result
      therefrom.

            (c) ACCOUNTING CHANGES. Make or permit, or permit any of its
      Consolidated Subsidiaries to make or permit, any change in accounting
      policies or reporting practices, except as required or permitted by
      generally accepted accounting principles or applicable statutory
      requirements.

            (d) CHANGE IN NATURE OF BUSINESS. Engage, or permit any Consolidated
      Subsidiary to engage, predominantly in any business other than business of
      the same general type as conducted on the date hereof by the Company and
      its Consolidated Subsidiaries.

            SECTION 5.03. FINANCIAL COVENANTS. So long as any Advance shall
remain unpaid or any Lender shall have any Commitment hereunder, the Company
will:

            (a) INTEREST COVERAGE RATIO. Maintain, as of the end of each fiscal
      quarter, a ratio of Consolidated EBITDA of the Company and its
      Consolidated Subsidiaries for the four fiscal quarters then ended to
      Interest Expense during such period by the Company and its Consolidated
      Subsidiaries of not less than 3.5 to 1.

            (b) DEBT TO EBITDA RATIO. Maintain, as of the end of each fiscal
      quarter, a ratio of Debt for Borrowed Money to Consolidated EBITDA of the
      Company and its Consolidated Subsidiaries for the four quarters then ended
      of not greater than 3.5 to 1.



                                   ARTICLE VI

                                EVENTS OF DEFAULT

            SECTION 6.01. EVENTS OF DEFAULT. If any of the following events
("EVENTS OF DEFAULT") shall occur and be continuing:

            (a) The Company or any other Borrower shall fail to pay any
      principal of any Advance when the same becomes due and payable; or the
      Company or any other Borrower shall fail to pay any interest on any
      Advance or make any other payment of fees or other amounts payable under
      this Agreement or any Note within five Business Days after the same
      becomes due and payable; or

            (b) Any representation or warranty made by the Company or any
      Designated Subsidiary (or any of its officers) in any certificate,
      financial statement or other document delivered pursuant to this Agreement
      shall prove to have been incorrect in any material respect when made; or

            (c) (i) The Company shall fail to perform or observe any term,
      covenant or agreement contained in Section 5.01(e) or (h), 5.02(a), (b) or
      (d) or 5.03; (ii) the Company or any other Borrower shall fail to perform
      or observe any term, covenant or agreement contained in Section 5.01(d) if
      such failure shall remain unremedied for 10 days after written notice
      thereof shall have been given to the Company by the Agent or any Lender;
      or (iii) the Company or any other Borrower shall fail to perform or
      observe any other term, covenant or agreement contained in this Agreement
      on its part to be performed or observed if such failure shall remain
      unremedied for 30 days after written notice thereof shall have been given
      to the Company by the Agent or any Lender; or

            (d) The Company or any of its Consolidated Subsidiaries shall fail
      to pay any principal of or premium or interest on any Debt (but excluding
      Debt outstanding hereunder and Debt owed solely to the Company or to a
      Consolidated Subsidiary) of the Company or such Consolidated 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 creating or
      evidencing such Debt; or any other event shall occur or condition shall
      exist under any agreement or instrument creating or evidencing 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; or any such Debt shall be declared to be due and payable, or
      required to be prepaid or redeemed (other than by a regularly scheduled
      required prepayment or redemption), 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; PROVIDED that the
      aggregate principal amount (or, in the case of any payment default,
      failure or other event in respect of a Hedge Agreement, the net amount due
      and payable under such Hedge Agreement as of the date of such payment
      default, failure or event) of all Debt as to which any such payment
      defaults (whether or not at stated maturity thereof), failures or other
      events shall have occurred and be continuing exceeds $10,000,000,
      PROVIDED, FURTHER, that if any of the actions or events set forth above in
      this subsection (d) shall be taken in respect of, or occur with respect
      to, a Consolidated Subsidiary, such action or event shall not be the basis
      for or give rise to an Event of Default under this subsection (d) until
      five Business Days after the chief executive officer, chief operation
      officer, principal financial officer or principle accounting officer of
      the Company knows or has reason to know of the occurrence of such action
      or event if (x) the assets or revenues of such Consolidated Subsidiary and
      its Consolidated Subsidiaries, taken as a whole, comprise 5% or less of
      the assets or revenues, respectively, of the Company and its Consolidated
      Subsidiaries, taken as a whole, and (y) the aggregate assets and revenues
      of all Consolidated Subsidiaries otherwise subject to such actions or
      events set forth above do not comprise more than 15% of the assets or
      revenues, respectively, of the Company and its Consolidated Subsidiaries
      taken as a whole; or




            (e) The Company or any of its Consolidated 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 Company or any of its Consolidated
      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 Company or any of
      its Consolidated Subsidiaries shall take any corporate action to authorize
      any of the actions set forth above in this subsection (e); PROVIDED, that
      if any of the actions or events set forth above in this subsection (e)
      shall be taken in respect of, or occur with respect to, a Consolidated
      Subsidiary, such action or event shall not be the basis for or give rise
      to an Event of Default under this subsection (e) if (x) the assets or
      revenues of such Consolidated Subsidiary and its Consolidated
      Subsidiaries, taken as a whole, comprise 5% or less of the assets or
      revenues, respectively, of the Company and its Consolidated Subsidiaries,
      taken as a whole, and (y) the aggregate assets and revenues of all
      Consolidated Subsidiaries otherwise subject to such actions or events set
      forth above do not comprise more than 15% of the assets or revenues,
      respectively, of the Company and its Consolidated Subsidiaries taken as a
      whole; or

            (f) Judgments or orders for the payment of money in excess of
      $10,000,000 in the aggregate shall be rendered against the Company or any
      of its Consolidated 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 60 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) (i) Any Person or two or more Persons acting in concert (other
      than the Company or a Consolidated Subsidiary) shall have acquired
      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 Voting Stock of the Company (or other
      securities convertible into such Voting Stock) representing 30% or more of
      the combined voting power of all Voting Stock of the Company; or (ii)
      during any period of up to 24 consecutive months, commencing after the
      date of this Agreement, individuals who at the beginning of such period
      were directors of the Company shall cease for any reason to constitute a
      majority of the board of directors of the Company unless the election or
      nomination for election by the Company's stockholders of each new director
      was approved by the vote of at least two-thirds of the directors then
      still in office who were directors at the beginning of such period; or

            (h) The Company or any of its ERISA Affiliates shall incur
      liability, or in the case of clause (i) below, shall be reasonably likely
      to incur liability, in excess of $10,000,000 in the aggregate as a result
      of one or more of the following: (i) the occurrence of any ERISA Event;
      (ii) the partial or complete withdrawal of the Company or any of its ERISA
      Affiliates from a Multiemployer Plan; or (iii) the reorganization or
      termination of a Multiemployer Plan; or

            (i) so long as any Consolidated Subsidiary of the Company is a
      Designated Subsidiary, any provision of Article VII shall for any reason
      cease to be valid and binding on or enforceable against the Company, or
      the Company shall so state in writing;

then, and in any such event, the Agent (i) shall at the request, or may with the
consent, of the Required Lenders, by notice to the Company and the other
Borrowers, declare the obligation of each Lender to make Advances to be
terminated, whereupon the same shall forthwith terminate, and (ii) shall at the
request, or may with the consent, of the Required Lenders, by notice to the
Company and the other Borrowers, 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 each Borrower;
PROVIDED,



HOWEVER, that in the event of an actual or deemed entry of an order for relief
with respect to any Borrower under the Federal Bankruptcy Code, (A) the
obligation of each Lender to make Advances shall automatically be terminated and
(B) the 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 each Borrower.

                                   ARTICLE VII

                                    GUARANTY

            SECTION 7.01. GUARANTY. The Company hereby absolutely,
unconditionally and irrevocably guarantees, as a guarantee of payment and not of
collection, the punctual payment when due, whether at scheduled maturity or on
any date of a required prepayment or by acceleration, demand or otherwise, of
all obligations of each other Borrower now or hereafter existing under or in
respect of this Agreement and the Notes (including, without limitation, any
extensions, modifications, substitutions, amendments or renewals of any or all
of the foregoing obligations), whether direct or indirect, absolute or
contingent, and whether for principal, interest, premiums, fees, indemnities,
contract causes of action, costs, expenses or otherwise (such obligations being
the "GUARANTEED OBLIGATIONS"), and agrees to pay any and all expenses
(including, without limitation, fees and expenses of counsel) incurred by the
Agent or any other Lender in enforcing any rights under this Article VII.
Without limiting the generality of the foregoing, the Company's liability shall
extend to all amounts that constitute part of the Guaranteed Obligations and
would be owed by any such Borrower to the Agent or any Lender under or in
respect of this Agreement or the Notes but for the fact that they are
unenforceable or not allowable due to the existence of a bankruptcy,
reorganization or similar proceeding involving such Borrower.

            SECTION 7.02. GUARANTY ABSOLUTE. The Company guarantees that the
Guaranteed Obligations will be paid strictly in accordance with the terms of
this Agreement and the Notes, regardless of any law, regulation or order now or
hereafter in effect in any jurisdiction affecting any of such terms or the
rights of any Lender with respect thereto. The obligations of the Company under
or in respect of this Article VII are independent of the Guaranteed Obligations
or any other obligations of any other Borrower under or in respect of this
Agreement and the Notes, and a separate action or actions may be brought and
prosecuted against the Company to enforce this Article VII, irrespective of
whether any action is brought against any Borrower or whether any Borrower is
joined in any such action or actions. The liability of the Company under this
Article VII shall be irrevocable, absolute and unconditional irrespective of,
and the Company hereby irrevocably waives any defenses it may now have or
hereafter acquire in any way relating to, any or all of the following:

            (a) any lack of validity or enforceability of this Agreement (other
      than this Article VII), the Notes or any agreement or instrument relating
      thereto;

            (b) any change in the time, manner or place of payment of, or in any
      other term of, all or any of the Guaranteed Obligations or any other
      obligations of any Borrower under or in respect of this Agreement or the
      Notes, or any other amendment or waiver of or any consent to departure
      from this Agreement or the Notes, including, without limitation, any
      increase in the Guaranteed Obligations resulting from the extension of
      additional credit to any Borrower or any of its Subsidiaries or otherwise;

            (c) any taking, exchange, release or non-perfection of any
      collateral, or any taking, release or amendment or waiver of, or consent
      to departure from, any other guaranty, for all or any of the Guaranteed
      Obligations;

            (d) any manner of application of collateral, or proceeds thereof, to
      all or any of the Guaranteed Obligations, or any manner of sale or other
      disposition of any collateral for all or any of the Guaranteed Obligations
      or any other obligations of any Borrower under this Agreement or the Notes
      or any other assets of any Borrower or any of its Subsidiaries;

            (e) any change, restructuring or termination of the corporate
      structure or existence of any Borrower or any of its Subsidiaries;



            (f) any failure of any Lender or the Agent to disclose to the
      Company any information relating to the business, condition (financial or
      otherwise), operations, performance, properties or prospects of any
      Borrower now or hereafter known to such Lender or the Agent (the Company
      waiving any duty on the part of the Lenders and the Agent to disclose such
      information); or

            (g) any other circumstance (including, without limitation, any
      statute of limitations) or any existence of or reliance on any
      representation by any Lender or the Agent that might otherwise constitute
      a defense available to, or a discharge of, any Borrower or any other
      guarantor or surety.

This Article VII shall continue to be effective or be reinstated, as the case
may be, if at any time any payment of any of the Guaranteed Obligations is
rescinded or must otherwise be returned by any Lender or the Agent or any other
Person upon the insolvency, bankruptcy or reorganization of any Borrower or
otherwise, all as though such payment had not been made.

            SECTION 7.03. WAIVERS AND ACKNOWLEDGMENTS. (a) The Company hereby
unconditionally and irrevocably waives promptness, diligence, notice of
acceptance, presentment, demand for performance, notice of nonperformance,
default, acceleration, protest or dishonor and any other notice with respect to
any of the Guaranteed Obligations and this Article VII and any requirement that
any Lender or the Agent protect, secure, perfect or insure any Lien or any
property subject thereto or exhaust any right or take any action against any
Borrower or any other Person or any collateral.

            (b) The Company hereby unconditionally and irrevocably waives any
      right to revoke this Article VII and acknowledges that the guaranty under
      this Article VII is continuing in nature and applies to all Guaranteed
      Obligations, whether existing now or in the future.

            (c) The Company hereby unconditionally and irrevocably waives (i)
      any defense arising by reason of any claim or defense based upon an
      election of remedies by any Lender or the Agent that in any manner
      impairs, reduces, releases or otherwise adversely affects the subrogation,
      reimbursement, exoneration, contribution or indemnification rights of the
      Company or other rights of the Company to proceed against any Borrower,
      any other guarantor or any other Person or any collateral and (ii) any
      defense based on any right of set-off or counterclaim against or in
      respect of the obligations of the Company hereunder.

            (d) The Company hereby unconditionally and irrevocably waives any
      duty on the part of any Lender or the Agent to disclose to the Company any
      matter, fact or thing relating to the business, condition (financial or
      otherwise), operations, performance, properties or prospects of any
      Borrower or any of its Subsidiaries now or hereafter known by such Lender
      or the Agent.

            (e) The Company acknowledges that it will receive substantial direct
      and indirect benefits from the financing arrangements contemplated by this
      Agreement and the Notes and that the waivers set forth in Section 7.02 and
      this Section 7.03 are knowingly made in contemplation of such benefits.

            SECTION 7.04. SUBROGATION. The Company hereby unconditionally and
irrevocably agrees not to exercise any rights that it may now have or hereafter
acquire against any Borrower or any other insider guarantor that arise from the
existence, payment, performance or enforcement of the Company's Obligations
under or in respect of this Article VII, including, without limitation, any
right of subrogation, reimbursement, exoneration, contribution or
indemnification and any right to participate in any claim or remedy of any
Lender or the Agent against any Borrower or any other insider guarantor or any
collateral, whether or not such claim, remedy or right arises in equity or under
contract, statute or common law, including, without limitation, the right to
take or receive from any Borrower or any other insider guarantor, directly or
indirectly, in cash or other property or by set-off or in any other manner,
payment or security on account of such claim, remedy or right, unless and until
all of the Guaranteed Obligations and all other amounts payable under this
Article VII shall have been paid in full in cash and the Commitments shall have
expired or been terminated. If any amount shall be paid to the Company in
violation of the immediately preceding sentence at any time prior to the later
of (a) the payment in full in cash of the Guaranteed Obligations and all other
amounts payable under this Article VII and (b) the Termination Date, such amount
shall be



received and held in trust for the benefit of the Lenders and the Agent, shall
be segregated from other property and funds of the Company and shall forthwith
be paid or delivered to the Agent in the same form as so received (with any
necessary endorsement or assignment) to be credited and applied to the
Guaranteed Obligations and all other amounts payable under this Article VII,
whether matured or unmatured, in accordance with the terms of this Agreement, or
to be held as collateral for any Guaranteed Obligations or other amounts payable
under this Article VII thereafter arising. If (i) the Company shall make payment
to any Lender or the Agent of all or any part of the Guaranteed Obligations,
(ii) all of the Guaranteed Obligations and all other amounts payable under this
Article VII shall have been paid in full in cash and (iii) the Termination Date
shall have occurred, the Lenders and the Agent will, at the Company's request
and expense, execute and deliver to the Company appropriate documents, without
recourse and without representation or warranty, necessary to evidence the
transfer by subrogation to the Company of an interest in the Guaranteed
Obligations resulting from such payment made by the Company pursuant to this
Article VII.

      SECTION 7.05. CONTINUING GUARANTY; ASSIGNMENTS. The guaranty under this
Article VII is a continuing guaranty and shall (a) remain in full force and
effect until the later of (i) the payment in full in cash of the Guaranteed
Obligations and all other amounts payable under this Article VII and (ii) the
Termination Date, (b) be binding upon the Company, its successors and assigns
and (c) inure to the benefit of and be enforceable by the Lenders and the Agent
and their successors, transferees and assigns. Without limiting the generality
of clause (c) of the immediately preceding sentence, any Lender may assign or
otherwise transfer all or any portion of its rights and obligations under this
Agreement (including, without limitation, all or any portion of its Commitments,
the Advances owing to it and the Note or Notes held by it) to any other Person,
and such other Person shall thereupon become vested with all the benefits in
respect thereof granted to such Lender herein or otherwise, in each case as and
to the extent provided in Section 9.07. The Company shall not have the right to
assign its rights hereunder or any interest herein without the prior written
consent of the Lenders.

                                  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 and discretion under this Agreement as are delegated to the
Agent by the terms hereof, together with such powers and discretion as are
reasonably incidental thereto. As to any matters not expressly provided for by
this Agreement (including, without limitation, enforcement or collection of the
Notes), 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 Required Lenders, and such instructions shall be binding upon all Lenders
and all holders of Notes; PROVIDED, HOWEVER, that the Agent shall not be
required to take any action that exposes the Agent to personal liability or that
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 Company or any other
Borrower pursuant to the terms of this Agreement.

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 that made
any Advance as the holder of the Debt resulting therefrom until the Agent
receives and accepts an Assumption Agreement entered into by an Assuming Lender
as provided in Section 2.18 or 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
Company), 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 Company
or any other Borrower or to inspect the property (including the books and
records) of the Company or any other Borrower; (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 or telex) believed by it to be genuine and signed
or sent by the proper party or parties.

            SECTION 8.03. CITIBANK AND AFFILIATES. With respect to its
Commitment, the Advances made by it and the Notes issued to it, Citibank 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 Citibank in its
individual capacity. Citibank and its Affiliates may accept deposits from, lend
money to, act as trustee under indentures of, accept investment banking
engagements from and generally engage in any kind of business with, the Company,
any of its Subsidiaries and any Person who may do business with or own
securities of the Company or any such Subsidiary, all as if Citibank 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 4.01 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 Company), ratably according to the
respective principal amounts of the Revolving Credit Advances then owed to each
of them (or if no Revolving Credit Advances are at the time outstanding, ratably
according to the respective amounts of their 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 that 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 (collectively, the "INDEMNIFIED
COSTS"), PROVIDED that no Lender shall be liable for any portion of the
Indemnified Costs 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 reasonable 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 Company. In the case of any investigation, litigation or proceeding
giving rise to any Indemnified Costs, 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 written notice thereof to the Lenders and the Company and may be removed
at any time with or without cause by the Required Lenders. Upon any such
resignation or removal, the Required Lenders shall have the right to appoint a
successor Agent. If no successor Agent shall have been so appointed by the
Required Lenders, and shall have accepted such appointment, within 30 days after
the retiring Agent's giving of notice of resignation or the Required Lenders'
removal of the retiring Agent, then the retiring Agent may, on behalf of the
Lenders, appoint a successor Agent, which shall be a commercial bank organized
under the laws of the United States of America or of any State thereof and
having a combined capital and surplus of at least $500,000,000. 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, discretion, 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 VII shall inure to its benefit as to any actions
taken or omitted to be taken by it while it was Agent under this Agreement.

            SECTION 8.07. SUB-AGENT. The Sub-Agent has been designated under
this Agreement to carry out duties of the Agent. The Sub-Agent shall be subject
to each of the obligations in this Agreement to be performed by the Sub-Agent,
and each of the Company, each other Borrower and the Lenders agrees that the
Sub-Agent shall be entitled to exercise each of the rights and shall be entitled
to each of the benefits of the Agent under this Agreement as relate to the
performance of its obligations hereunder.



            SECTION 8.08. OTHER AGENTS. Each Lender hereby acknowledges that
neither the documentation agent nor any other Lender designated as any "Agent"
(other than the Agent) on the signature pages hereof has any liability hereunder
other than in its capacity as a Lender.

                                   ARTICLE IX

                                  MISCELLANEOUS

            SECTION 9.01. AMENDMENTS, ETC. No amendment or waiver of any
provision of this Agreement or the Revolving Credit Notes, nor consent to any
departure by the Company or any other Borrower therefrom, shall in any event be
effective unless the same shall be in writing and signed by the Required
Lenders, and then such waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given; PROVIDED, HOWEVER, that
no amendment, waiver or consent shall, unless in writing and signed by all the
Lenders, do any of the following: (a) waive any of the conditions specified in
Section 3.01 or Section 3.02, (b) except as provided in Section 2.18(c),
increase the Commitments of the Lenders or subject the Lenders to any additional
obligations, (c) reduce the principal of, or interest on, the Revolving Credit
Advances or any fees or other amounts payable hereunder, (d) except as provided
in Section 2.18(b), postpone any date fixed for any payment of principal of, or
interest on, the Revolving Credit Advances or any fees or other amounts payable
hereunder, (e) change the percentage of the Commitments or of the aggregate
unpaid principal amount of the Revolving Credit Advances, or the number of
Lenders, that shall be required for the Lenders or any of them to take any
action hereunder, (f) reduce or limit the obligations of the Company under
Section 7.01 or release or otherwise limit the Company's liability with respect
to its obligations under Article VII or (g) amend the definition of "Required
Lenders" or this Section 9.01; and PROVIDED FURTHER that (x) no amendment,
waiver or consent shall, unless in writing and signed by the Agent in addition
to the Lenders required above to take such action, affect the rights or duties
of the Agent under this Agreement or any Note and (y) no amendment, waiver or
consent of Section 9.07(f) shall, unless in writing and signed by each Lender
that has granted a funding option to an SPC in addition to the Lenders required
above to take such action, affect the rights or duties of such Lender or SPC
under this Agreement or any Note.

            SECTION 9.02. NOTICES, ETC. All notices and other communications
provided for hereunder shall be in writing (including telecopier, telegraphic or
telex communication) and mailed, telecopied, telegraphed, telexed or delivered,
if to the Company or any other Borrower, to (or in care of) the Company, at its
address at 1271 Avenue of the Americas, New York, New York 10020, Attention:
Vice President and Treasurer (with a copy at the same address to the Senior Vice
President and General Counsel); if to any Initial Lender, at its Domestic
Lending Office specified opposite its name on Schedule I hereto; if to any other
Lender, at its Domestic Lending Office specified in the Assumption Agreement or
the Assignment and Acceptance pursuant to which it became a Lender; and if to
the Agent, at its address at Two Penns Way, New Castle, Delaware 19720,
Attention: Bank Loan Syndications Department; or, as to the Company or the
Agent, at such other address as shall be designated by such party in a written
notice to the other parties and, as to each other party, at such other address
as shall be designated by such party in a written notice to the Company and the
Agent. All such notices and communications shall, when mailed, telecopied,
telegraphed or telexed, be effective when deposited in the mails, telecopied,
delivered to the telegraph company or confirmed by telex answerback,
respectively, except that notices and communications to the Agent pursuant to
Article II, III or VII shall not be effective until received by the Agent.
Delivery by telecopier of an executed counterpart of any amendment or waiver of
any provision of this Agreement or the Notes or of any Exhibit hereto to be
executed and delivered hereunder shall be effective as delivery of a manually
executed counterpart thereof.

            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
or under any Note 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 Company agrees to pay on
demand all reasonable out-of-pocket expenses of the Agent in connection with the
preparation, execution, delivery, administration, modification and amendment of
this Agreement, the Notes and the other documents to be delivered hereunder,
including, without limitation, (A) all due diligence, syndication (including
printing, distribution and bank meetings),



transportation, computer, duplication, appraisal, consultant, and audit expenses
and (B) the reasonable fees and expenses of counsel for the Agent with respect
thereto and with respect to advising the Agent as to its rights and
responsibilities under this Agreement. The Company further agrees to pay on
demand all costs and expenses of the Agent and the Lenders, if any (including,
without limitation, reasonable counsel fees and expenses), in connection with
the enforcement (whether through negotiations, legal proceedings or otherwise)
of this Agreement, the Notes and the other documents to be delivered hereunder,
including, without limitation, reasonable fees and expenses of counsel for the
Agent and each Lender in connection with the enforcement of rights under this
Section 9.04(a).


            (b) The Company agrees to indemnify and hold harmless the Agent and
each Lender and each of their Affiliates and their officers, directors,
employees, agents and advisors (each, an "INDEMNIFIED PARTY") from and against
any and all claims, damages, losses, liabilities and expenses (including,
without limitation, reasonable fees and expenses of counsel) incurred by or
asserted or awarded against any Indemnified Party, in each case arising out of
or in connection with or by reason of (including, without limitation, in
connection with any investigation, litigation or proceeding or preparation of a
defense in connection therewith) the Notes, this Agreement, any of the
transactions contemplated herein or the actual or proposed use of the proceeds
of the Advances, except to the extent such claim, damage, loss, liability or
expense is found in a final, non-appealable judgment by a court of competent
jurisdiction to have resulted from such Indemnified Party's gross negligence or
willful misconduct. In the case of an investigation, litigation or other
proceeding to which the indemnity in this Section 9.04(b) applies, such
indemnity shall be effective whether or not such investigation, litigation or
proceeding is brought by the Company, its directors, shareholders or creditors
or an Indemnified Party or any other Person or any Indemnified Party is
otherwise a party thereto. The Company also agrees not to assert any claim for
special, indirect, consequential or punitive damages against the Agent, any
Lender, any of their Affiliates, or any of their respective directors, officers,
employees, attorneys and agents, on any theory of liability, arising out of or
otherwise relating to the Notes, this Agreement, any of the transactions
contemplated herein or the actual or proposed use of the proceeds of the
Advances.

            (c) If any payment of principal of, or Conversion of, any
Eurocurrency Rate Advance or LIBO Rate Advance is made by any Borrower to or for
the account of a Lender other than on the last day of the Interest Period for
such Advance, as a result of a payment or Conversion pursuant to Section 2.08(d)
or (e), 2.10 or 2.12, acceleration of the maturity of the Notes pursuant to
Section 6.01 or for any other reason, or by an Eligible Assignee to a Lender
other than on the last day of the Interest Period for such Advance upon an
assignment of rights and obligations under this Agreement pursuant to Section
9.07 as a result of a demand by the Company pursuant to Section 9.07(a), such
Borrower shall, upon demand by such Lender (with a copy of such demand to the
Agent), pay to the Agent for the account of such Lender any amounts required to
compensate such Lender for any additional losses, costs or expenses that it may
reasonably incur as a result of such payment or Conversion, including, without
limitation, any loss (excluding loss of anticipated profits), cost or expense
incurred by reason of the liquidation or reemployment of deposits or other funds
acquired by any Lender to fund or maintain such Advance.

            (d) Without prejudice to the survival of any other agreement of the
Company and the other Borrowers hereunder, the agreements and obligations of the
Company and the other Borrowers contained in Sections 2.11, 2.14 and 9.04 shall
survive the payment in full of principal, interest and all other amounts payable
hereunder and under the Notes.

            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 6.01 to authorize the Agent to
declare the Advances due and payable pursuant to the provisions of Section 6.01,
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 Company or any Borrower
against any and all of the obligations of the Company or any Borrower now or
hereafter existing under this Agreement and any Note held by such Lender,
whether or not such Lender shall have made any demand under this Agreement or
such Note and although such obligations may be unmatured. Each Lender agrees
promptly to notify the appropriate Borrower after any such set-off and
application, 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) that such Lender and
its Affiliates may have.

            SECTION 9.06. BINDING EFFECT. This Agreement shall become effective
(other than Sections 2.01 and 2.03, which shall only become effective upon
satisfaction of the conditions precedent set forth in Section 3.01) when it
shall have been executed by the Company and the Agent and when the Agent shall
have been notified by each Initial Lender that such Initial Lender has executed
it and thereafter shall be binding upon and inure to the benefit of the Company,
the Agent and each Lender and their respective successors and assigns, except
that neither the Company nor any other Borrower shall have the right to assign
its 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 Company (following a demand by such Lender pursuant to
Section 2.11 or 2.14) upon at least 5 Business Days' notice to such Lender and
the Agent, will assign to one or more Persons all or a portion of its rights and
obligations under this Agreement (including, without limitation, all or a
portion of its Commitment, the Revolving Credit Advances owing to it and the
Revolving Credit Note or Notes held by it); PROVIDED, HOWEVER, that (i) each
such assignment shall be of a constant, and not a varying, percentage of all
rights and obligations under this Agreement (other than any right to make
Competitive Bid Advances, Competitive Bid Advances owing to it and Competitive
Bid Notes), (ii) except in the case of an assignment to a Person that,
immediately prior to such assignment, was a Lender or an assignment of all of a
Lender's rights and obligations under this Agreement, the amount of the
Commitment of the assigning 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 $5,000,000 or an
integral multiple of $1,000,000 in excess thereof, (iii) each such assignment
shall be to an Eligible Assignee, (iv) each such assignment made as a result of
a demand by the Company pursuant to this Section 9.07(a) shall be arranged by
the Company 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 that
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 Company pursuant to this Section 9.07(a) unless and
until such Lender shall have received one or more payments from either the
Company 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 any Revolving Credit Note subject to
such assignment and a processing and recordation fee of $3,500 payable by the
parties to each such assignment, PROVIDED, HOWEVER, that in the case of each
assignment made as a result of a demand by the Company, such recordation fee
shall be payable by the Company except that no such recordation fee shall be
payable in the case of an assignment made at the request of the Company to an
Eligible Assignee that is an existing Lender, and (vii) any Lender may, without
the approval of the Company or the Agent, assign all or a portion of its rights
to any of its Affiliates or to another Lender unless on the date of such
assignment the assignee would be entitled to make a demand pursuant to Section
2.11 or 2.14, in which case such assignment shall be permitted only if the
assignee shall waive in a manner satisfactory to the Company in form and
substance its rights to make such a demand. 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 (other than its rights
under Section 2.11, 2.14 and 9.04 to the extent any claim thereunder relates to
an event arising prior such assignment) 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 Company
or any other Borrower or the performance or observance by the Company or any
other 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 4.01 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 and discretion under
this Agreement as are delegated to the Agent by the terms hereof, together with
such powers and discretion as are reasonably incidental thereto; and (vii) such
assignee agrees that it will perform in accordance with their terms all of the
obligations that by the terms of this Agreement are required to be performed by
it as a Lender.

            (c) Upon its receipt of an Assignment and Acceptance executed by an
assigning Lender and an assignee representing that it is an Eligible Assignee,
together with any Revolving Credit Note or Notes subject to such assignment, the
Agent shall, if such Assignment and Acceptance has been completed and is in
substantially the form of Exhibit C hereto, (i) accept such Assignment and
Acceptance, (ii) record the information contained therein in the Register and
(iii) give prompt notice thereof to the Company.

            (d) The Agent shall maintain at its address referred to in Section
9.02 a copy of each Assumption Agreement and 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 the 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 Company, 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 Company or
any Lender at any reasonable time and from time to time upon reasonable prior
notice.

            (e) Each Lender may sell participations to one or more banks or
other entities (other than the Company or any of its Affiliates) 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, the Advances owing to it and any
Note or Notes held by it); PROVIDED, HOWEVER, that (i) such Lender's obligations
under this Agreement (including, without limitation, its Commitment to the
Company 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 holder of any such Note for all purposes of
this Agreement, (iv) the Company, the other Borrowers, 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 and
(v) no participant under any such participation shall have any rights as a
Lender hereunder, including, without limitation, any right to make any demand
under Section 2.11 or 2.14 or right to approve any amendment or waiver of any
provision of this Agreement or any Note, or any consent to any departure by the
Company or any other Borrower therefrom, except to the extent that such
amendment, waiver or consent would reduce the principal of, or interest on, the
Notes or any fees or other amounts payable hereunder, in each case to the extent
subject to such participation, or postpone any date fixed for any payment of
principal of, or interest on, the Notes or any fees or other amounts payable
hereunder or reduce or limit the obligations of the Company under Section 7.01
or release or otherwise limit the Company's liability with respect to its
obligations under Article VII or amend this Section 9.07(e) in any manner
adverse to such participant, in each case to the extent subject to such
participation.

            (f) Each Lender may grant to a special purpose funding vehicle (an
"SPC") the option to fund all or any part of any Advance that such Lender is
obligated to fund under this Agreement (and upon the exercise by such SPC of
such option to fund, such Lender's obligations with respect to such Advance
shall be deemed satisfied to the extent of any amounts funded by such SPC);
PROVIDED, HOWEVER, that (i) such Lender's obligations under this Agreement
(including, without limitation, its Commitment to the Company hereunder) shall
remain unchanged, (ii) such Lender shall remain solely responsible to the other
parties hereto for the performance of such obligations, (iii) each 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, (iv) any such option granted to an SPC shall not constitute a
commitment by such SPC to fund any Advance, (v) neither the grant nor the
exercise of such option to an SPC shall increase the costs or expenses or
otherwise increase or change the obligations of any Borrower under this
Agreement (including, without limitation, its obligations under Section 2.14)
and (vi) no SPC shall have any right to approve any amendment or waiver of any
provision of this Agreement or any Note, or any consent to any departure by any
Borrower therefrom, except to the extent that such amendment, waiver or consent
would reduce the principal of, or interest on, the Notes or any fees or other
amounts payable hereunder, in each case to the extent subject to such grant of
funding option, or postpone any date fixed for any payment of principal of, or
interest on, the Notes or any fees or other amounts payable hereunder, in each
case to the extent subject to such grant



of funding option. Each party to this Agreement hereby agrees that no SPC shall
be liable for any indemnity or payment under this Agreement for which a Lender
would otherwise be liable. In furtherance of the foregoing, each party hereto
hereby agrees (which agreements shall survive the termination of this Agreement)
that, prior to the date that is one year and one day after the payment in full
of all outstanding commercial paper or other senior indebtedness of any SPC, it
will not institute against, or join any other Person in instituting against,
such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings under the laws of the United States or any State thereof.

            (g) Any Lender may, in connection with any assignment, participation
or grant of funding option or proposed assignment, participation or grant of
funding option pursuant to this Section 9.07, disclose to the assignee,
participant or SPC or proposed assignee, participant or SPC, any information
relating to any Borrower furnished to such Lender by or on behalf of such
Borrower; PROVIDED that, prior to any such disclosure, the assignee, participant
or SPC or proposed assignee, participant or SPC shall agree to preserve the
confidentiality of any Confidential Information relating to any Borrower
received by it from such Lender.

            (h) Notwithstanding any other provision set forth in this Agreement,
any Lender may at any time create a security interest in all or any portion of
its rights under this Agreement (including, without limitation, the Advances
owing to it and any Note or Notes held by it) in favor of any Federal Reserve
Bank in accordance with Regulation A of the Board of Governors of the Federal
Reserve System.

            SECTION 9.08. CONFIDENTIALITY. Neither the Agent nor any Lender or
SPC shall disclose any Confidential Information to any other Person without the
consent of the Company, other than (a) to the Agent's or such Lender's
Affiliates and their officers, directors, employees, agents and advisors and, as
contemplated by Section 9.07(f), to actual or prospective assignees and
participants, and then only on a confidential basis, (b) as required by any law,
rule or regulation or judicial process and (c) as requested or required by any
state, federal or foreign authority or examiner regulating banks or banking.

            SECTION 9.09. DESIGNATED SUBSIDIARIES. (a) DESIGNATION. The Company
may at any time, and from time to time, by delivery to the Agent of a
Designation Agreement duly executed by the Company and the respective Subsidiary
and substantially in the form of Exhibit E hereto, designate such Subsidiary as
a "Designated Subsidiary" for purposes of this Agreement and such Subsidiary
shall thereupon become a "Designated Subsidiary" for purposes of this Agreement
and, as such, shall have all of the rights and obligations of a Borrower
hereunder. The Agent shall promptly notify each Lender of each such designation
by the Company and the identity of the respective Subsidiary.

            (b) TERMINATION. Upon the payment and performance in full of all of
the indebtedness, liabilities and obligations under this Agreement of any
Designated Subsidiary then, so long as at the time no Notice of Revolving Credit
Borrowing or Notice of Competitive Bid Borrowing in respect of such Designated
Subsidiary is outstanding, such Subsidiary's status as a "Designated Subsidiary"
shall terminate upon notice to such effect from the Agent to the Lenders (which
notice the Agent shall give promptly, and only upon its receipt of a request
therefor from the Company). Thereafter, the Lenders shall be under no further
obligation to make any Advance hereunder to such Designated Subsidiary.

            SECTION 9.10. GOVERNING LAW. This Agreement and the Notes shall be
governed by, and construed in accordance with, the laws of the State of New
York.

            SECTION 9.11. 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. Delivery of an executed counterpart of a signature page to this
Agreement by telecopier shall be effective as delivery of a manually executed
counterpart of this Agreement.

            SECTION 9.12. JUDGMENT. (a) If for the purposes of obtaining
judgment in any court it is necessary to convert a sum due hereunder in Dollars
into another currency, the parties hereto agree, to the fullest extent that they
may effectively do so, that the rate of exchange used shall be that at which in
accordance with normal banking procedures the Agent could purchase Dollars with
such other currency at Citibank's principal office in London at 11:00 A.M.
(London time) on the Business Day preceding that on which final judgment is
given.



            (b) If for the purposes of obtaining judgment in any court it is
necessary to convert a sum due hereunder in a Committed Currency into Dollars,
the parties agree to the fullest extent that they may effectively do so, that
the rate of exchange used shall be that at which in accordance with normal
banking procedures the Agent could purchase such Committed Currency with Dollars
at Citibank's principal office in London at 11:00 A.M. (London time) on the
Business Day preceding that on which final judgment is given.

            (c) The obligation of the Company and each other Borrower in respect
of any sum due from it in any currency (the "PRIMARY CURRENCY") to any Lender or
the Agent hereunder shall, notwithstanding any judgment in any other currency,
be discharged only to the extent that on the Business Day following receipt by
such Lender or the Agent (as the case may be), of any sum adjudged to be so due
in such other currency, such Lender or the Agent (as the case may be) may in
accordance with normal banking procedures purchase the applicable Primary
Currency with such other currency; if the amount of the applicable Primary
Currency so purchased is less than such sum due to such Lender or the Agent (as
the case may be) in the applicable Primary Currency, the Company and each other
Borrower agrees, as a separate obligation and notwithstanding any such judgment,
to indemnify such Lender or the Agent (as the case may be) against such loss,
and if the amount of the applicable Primary Currency so purchased exceeds such
sum due to any Lender or the Agent (as the case may be) in the applicable
Primary Currency, such Lender or the Agent (as the case may be) agrees to remit
to the Company or such other Borrower such excess.

            SECTION 9.13. JURISDICTION, ETC. (a) Each of the parties hereto
hereby irrevocably and unconditionally submits, for itself and its property, to
the nonexclusive jurisdiction of any New York State court or federal court of
the United States of America sitting in New York City, and any appellate court
from any thereof, in any action or proceeding arising out of or relating to this
Agreement or the Notes, or for recognition or enforcement of any judgment, and
each of the parties hereto hereby irrevocably and unconditionally agrees that
all claims in respect of any such action or proceeding may be heard and
determined in any such New York State court or, to the extent permitted by law,
in such federal court. The Company and each other Borrower hereby further
irrevocably consent to the service of process in any action or proceeding in
such courts by the mailing thereof by any parties hereto by registered or
certified mail, postage prepaid, to the Company at its address specified
pursuant to Section 9.02. Each of the parties hereto agrees that a final
judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law. Nothing in this Agreement shall affect any right that any party
may otherwise have to bring any action or proceeding relating to this Agreement
or the Notes in the courts of any jurisdiction.

            (b) Each of the parties hereto irrevocably and unconditionally
waives, to the fullest extent it may legally and effectively do so, any
objection that it may now or hereafter have to the laying of venue of any suit,
action or proceeding arising out of or relating to this Agreement or the Notes
in any New York State or federal court. Each of the parties hereto hereby
irrevocably waives, to the fullest extent permitted by law, the defense of an
inconvenient forum to the maintenance of such action or proceeding in any such
court.

            SECTION 9.14. SUBSTITUTION OF CURRENCY. If a change in any Committed
Currency occurs pursuant to any applicable law, rule or regulation of any
governmental, monetary or multi-national authority, this Agreement (including,
without limitation, the definitions of Eurocurrency Rate and LIBO Rate) will be
amended to the extent determined by the Agent (acting reasonably and in
consultation with the Company) to be necessary to reflect the change in currency
and to put the Lenders and the Company in the same position, so far as possible,
that they would have been in if no change in such Committed Currency had
occurred.

            SECTION 9.15. WAIVER OF JURY TRIAL. Each of the Company, each other
Borrower, the Agent and the Lenders hereby irrevocably waives all right to trial
by jury in any action, proceeding or counterclaim (whether based on contract,
tort or otherwise) arising out of or relating to this Agreement or the Notes or
the actions of the Agent or any Lender in the negotiation, administration,
performance or enforcement thereof.



            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 INTERPUBLIC GROUP OF
                                                  COMPANIES, INC.

                                                  By____________________________
                                                    Name:
                                                    Title:


                                                  CITIBANK, N.A.,
                                                     as Agent

                                                  By____________________________
                                                    Name:
                                                    Title:

                        LEAD ARRANGER


$55,000,000                                       CITIBANK, N.A.

                                                  By____________________________
                                                    Name:
                                                    Title:

                        AGENTS


$42,500,000                                       HSBC BANK USA

                                                  By____________________________
                                                    Name:
                                                    Title:


$42,500,000                                       THE CHASE MANHATTAN BANK

                                                  By____________________________
                                                    Name:
                                                    Title:


$42,500,000                                       LLOYDS TSB BANK PLC

                                                  By____________________________
                                                    Name:
                                                    Title:

                        SENIOR MANAGING AGENT


$35,000,000                                       FLEET NATIONAL BANK (successor
                                                  by merger to Fleet Bank, N.A.)

                                                  By____________________________
                                                    Name:
                                                    Title:


$35,000,000                                       BANCO BILBAO VIZCAYA

                                                  By____________________________
                                                    Name:
                                                    Title:

                         LENDERS


$17,500,000                                       THE BANK OF NEW YORK

                                                  By____________________________
                                                    Name:
                                                    Title:


$20,000,000                                       THE BANK OF TOKYO-MITSUBISHI
                                                  TRUST COMPANY

                                                  By____________________________
                                                    Name:
                                                    Title:


$20,000,000                                       BANCA POPOLAIRE DI BERGAMO

                                                  By____________________________
                                                    Name:
                                                    Title:


$20,000,000                                       THE NORTHERN TRUST COMPANY

                                                  By____________________________
                                                    Name:
                                                    Title:


$20,000,000                                       BANK OF AMERICA, N.A.

                                                  By____________________________
                                                    Name:
                                                    Title:


$20,000,000                                       BARCLAYS BANK PLC

                                                  By____________________________
                                                    Name:
                                                    Title:


$20,000,000                                       SUNTRUST BANK

                                                  By____________________________
                                                    Name:
                                                    Title:


$20,000,000                                       ING BANK

                                                  By____________________________
                                                    Name:
                                                    Title:



$20,000,000                                       KEYBANK NATIONAL ASSOCIATION

                                                  By____________________________
                                                    Name:
                                                    Title:


$15,000,000                                       ROYAL BANK OF CANADA

                                                  By____________________________
                                                    Name:
                                                    Title:


$20,000,000                                       WACHOVIA BANK

                                                  By____________________________
                                                    Name:
                                                    Title:


$20,000,000                                       THE FUJI BANK, LIMITED

                                                  By____________________________
                                                    Name:
                                                    Title:


$15,000,000                                       WESTPAC

                                                  By____________________________
                                                    Name:
                                                    Title:


$20,000,000                                       CREDIT AGRICOLE INDO SUEZ

                                                  By____________________________
                                                    Name:
                                                    Title:

$500,000,000       Total of the Commitments



                                                                      SCHEDULE I

                                        THE INTERPUBLIC GROUP OF COMPANIES, INC.

                                                        364-DAY CREDIT AGREEMENT

                                                      APPLICABLE LENDING OFFICES

------------------------------------------------------------------------------------------------------------------- Name of Initial Lender Domestic Lending Office Eurocurrency Lending Office ---------------------- ----------------------- --------------------------- ------------------------------------------------------------------------------------------------------------------- Banco Bilbao Vizcaya 1345 Avenue of the Americas 1345 Avenue of the Americas 45th Floor 45th Floor New York, NY 10105 New York, NY 10105 Attn: Anne-Maureen Sarfati Attn: Anne-Maureen Sarfati T: 212 728-1654 T: 212 728-1654 F: 212 333-2904 F: 212 333-2904 ------------------------------------------------------------------------------------------------------------------- Bank of America, N.A. 101 N. Tryon Street, 15th Floor 101 N. Tryon Street, 15th Floor Charlotte, NC 28255 Charlotte, NC 28255 Attn: Michael Plamice Attn: Michael Plamice T: 704 386-3781 T: 704 386-3781 F: 704 409-0066 F: 704 409-0066 ------------------------------------------------------------------------------------------------------------------- The Bank of New York One Wall Street One Wall Street New York, NY 10286 New York, NY 10286 T: 212 635-1471 T: 212 635-1471 F: 212 635-6397 F: 212 635-6397 ------------------------------------------------------------------------------------------------------------------- The Bank of Tokyo Mitsubishi Trust 1251 Avenue of the Americas 1251 Avenue of the Americas Company New York, NY 10020 New York, NY 10020 Attn: Jeffrey Millar Attn: Jeffrey Millar T: 212 782-4358 T: 212 782-4358 F: 212 782-6445 F: 212 782-6445 ------------------------------------------------------------------------------------------------------------------- Barclays Bank plc 222 Broadway 222 Broadway New York, NY 10038 New York, NY 10038 Attn: Christina Challenger-Batiz Attn: Christina Challenger-Batiz T: 212 412-3701 T: 212 412-3701 F: 212 412-5306 F: 212 412-5306 ------------------------------------------------------------------------------------------------------------------- Banca Popolare di Bergamo Plazza VittorioVeneto, 8 Plazza VittorioVeneto, 8 24122 Bergamo, Italy 24122 Bergamo, Italy Attn: F. Nessi Attn: F. Nessi T: 0039 035 392 568 T: 0039 035 392 568 F: 0039 035 392 393 F: 0039 035 392 393 ------------------------------------------------------------------------------------------------------------------- Citibank, N.A. Two Penns Way, Suite 200 Two Penns Way, Suite 200 New Castle, DE 19720 New Castle, DE 19720 Attn: May Wong Attn: May Wong T: 302 894-6015 T: 302 894-6015 F: 302 894-6120 F: 302 894-6120 ------------------------------------------------------------------------------------------------------------------- Credit Agricole Insosuez 666 Third Avenue, 10th Floor 666 Third Avenue, 10th Floor New York, NY 10017 New York, NY 10017 Attn: John McCloskey Attn: John McCloskey T: 212 658-2118 T: 212 658-2118 F: 212 658-2111 F: 212 658-2111 ------------------------------------------------------------------------------------------------------------------- Fleet Bank, N.A. 1185 Avenue of the Americas 1185 Avenue of the Americas New York, NY 10036 New York, NY 10036 Attn: Thomas J. Levy Attn: Thomas J. Levy T: 212 819-5735 T: 212 819-5735 F: 212 819-4120 F: 212 819-4120 -------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------- The Fuji Bank, Limited Two World Trade Center Two World Trade Center New York, NY 10048 New York, NY 10048 Attn: Betty All Attn: Betty All T: 212 898-2070 T: 212 898-2070 F: 212 488-8216 F: 212 488-8216 ---------------------------------------------------------------------------------------------------------------------- HSBC Bank USA 1 HSBC Center 1 HSBC Center Buffalo, NY 14203 Buffalo, NY 14203 Attn: Donna Reilly Attn: Donna Reilly T: 716 841-4178 T: 716 841-4178 F: 716 841-0269 F: 716 841-0269 ---------------------------------------------------------------------------------------------------------------------- ING Capital LLC 55 East 52nd Street 55 East 52nd Street New York, NY 10055 New York, NY 10055 Attn: Lisa Cummings Attn: Lisa Cummings T: 212 409-1676 T: 212 409-1676 F: 212 409-7808 F: 212 409-7808 ---------------------------------------------------------------------------------------------------------------------- The Chase Manhattan Bank 4 Chase Metrotech Center 4 Chase Metrotech Center 15th Floor 15th Floor Brooklyn, NY 11245 Brooklyn, NY 11245 Attn: Marcia Green-Alleyne Attn: Marcia Green-Alleyne T: 718 242-8064 T: 718 242-8064 F: 718 242-6550 F: 718 242-6550 ---------------------------------------------------------------------------------------------------------------------- KeyBank National Association 127 Public Square 127 Public Square Cleveland, OH 94111 Cleveland, OH 94111 Attn: Dan Lally Attn: Dan Lally T: 216 689-8065 T: 216 689-8065 F: 216689-4981 F: 216689-4981 ---------------------------------------------------------------------------------------------------------------------- Lloyds TSB Bank PLC Lloyds TSB Bank plc Miami Lloyds TSB Bank plc Miami One Biscayne Tower Suite 3200 One Biscayne Tower Suite 3200 2 South Biscayne Boulevard 2 South Biscayne Boulevard Miami, FL 33131 Miami, FL 33131 Attn: Patricia Kilian Attn: Patricia Kilian ---------------------------------------------------------------------------------------------------------------------- The Northern Trust Company 50 S. LaSalle Street 50 S. LaSalle Street Chicago, IL 60675 Chicago, IL 60675 Attn: Linda Honda Attn: Linda Honda T: 312 444-3532 T: 312 444-3532 F: 312 630-1566 F: 312 630-1566 ---------------------------------------------------------------------------------------------------------------------- Royal Bank of Canada Royal Bank of Canada Royal Bank of Canada New York Branch New York Branch One Liberty Plaza, 3rd Floor One Liberty Plaza, 3rd Floor New York, NY 10006-1404 New York, NY 10006-1404 Attn: Manager, Loans Administration Attn: Manager, Loans Administration T: 212 428-6322 T: 212 428-6322 F: 212 428-2372 F: 212 428-2372 With a copy to: With a copy to: Attn: N.G. Millar Attn: N.G. Millar T: 212 428-6363 T: 212 428-6363 F: 212 809-7148 F: 212 809-7148 ---------------------------------------------------------------------------------------------------------------------- Suntrust Bank 25 Park Place, 21st Floor 25 Park Place, 21st Floor Center 1927 Center 1927 Atlanta, GA 30303 Atlanta, GA 30303 ----------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------- Wachovia Bank 191 Peachtree Street 191 Peachtree Street M/C GA380 M/C GA380 Atlanta, GA 30303 Atlanta, GA 30303 Attn: Trudy Collins Attn: Trudy Collins T: 404 332-6688 T: 404 332-6688 F: 404 332-4820 F: 404 332-4820 ---------------------------------------------------------------------------------------------------------------------- Westpac 191 Peachtree Street 191 Peachtree Street M/C GA380 M/C GA380 Atlanta, GA 30303 Atlanta, GA 30303 Attn: Trudy T. Collins Attn: Trudy T. Collins T: 404 332-6688 T: 404 332-6688 F: 404 332-4820 F: 404 332-4820 ----------------------------------------------------------------------------------------------------------------------
EXHIBIT A-1 - FORM OF REVOLVING CREDIT PROMISSORY NOTE U.S.$_______________ Dated:_______________,200__ FOR VALUE RECEIVED, the undersigned, THE INTERPUBLIC GROUP OF COMPANIES, INC., a Delaware corporation (the "BORROWER"), HEREBY PROMISES TO PAY to the order of ________________________ (the "LENDER") for the account of its Applicable Lending Office on the later of (a) the Termination Date and (b) if the Borrower has made the Term Loan Election prior to the Termination Date, the Maturity Date (each as defined in the Credit Agreement referred to below) the principal sum of U.S.$[amount of the Lender's Commitment in figures] or, if less, the aggregate principal amount of the Revolving Credit Advances made by the Lender to the Borrower pursuant to the 364-Day Credit Agreement dated as of June 26, 2001 among the Borrower, the Lender and certain other lenders parties thereto, Salomon Smith Barney, Inc., as lead arranger and book manager, and Citibank, N.A. as Agent for the Lender and such other lenders (as amended or modified from time to time, the "CREDIT AGREEMENT"; the terms defined therein being used herein as therein defined) outstanding on such date. The Borrower promises to pay interest on the unpaid principal amount of each Revolving Credit Advance from the date of such Revolving Credit Advance until such principal amount is paid in full, at such interest rates, and payable at such times, as are specified in the Credit Agreement. Both principal and interest in respect of each Revolving Credit Advance (i) in Dollars are payable in lawful money of the United States of America to the Agent at its account maintained at 399 Park Avenue, New York, New York 10043, in same day funds and (ii) in any Committed Currency are payable in such currency at the applicable Payment Office in same day funds. Each Revolving Credit Advance owing to the Lender by the Borrower pursuant to the Credit Agreement, and all payments made on account of principal thereof, shall be recorded by the Lender and, prior to any transfer hereof, endorsed on the grid attached hereto which is part of this Promissory Note. This Promissory Note is one of the Revolving Credit Notes referred to in, and is entitled to the benefits of, the Credit Agreement. The Credit Agreement, among other things, (i) provides for the making of Revolving Credit Advances by the Lender to the Borrower from time to time in an aggregate amount not to exceed at any time outstanding the U.S. dollar amount first above mentioned, the indebtedness of the Borrower resulting from each such Revolving Credit Advance being evidenced by this Promissory Note, (ii) contains provisions for determining the Dollar Equivalent of Revolving Credit Advances denominated in Committed Currencies and (iii) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayments on account of principal hereof prior to the maturity hereof upon the terms and conditions therein specified. This Promissory Note shall be governed by, and construed in accordance with, the laws of the State of New York. THE INTERPUBLIC GROUP OF COMPANIES, INC. By______________________________ Title: ADVANCES AND PAYMENTS OF PRINCIPAL
------------------------------------------------------------------------------------------- AMOUNT OF AMOUNT OF PRINCIPAL PAID UNPAID PRINCIPAL NOTATION DATE ADVANCE OR PREPAID BALANCE MADE BY ------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------
EXHIBIT A-2 - FORM OF COMPETITIVE BID PROMISSORY NOTE U.S.$_______________ Dated:_______________,200__ FOR VALUE RECEIVED, the undersigned, THE INTERPUBLIC GROUP OF COMPANIES, INC., a Delaware corporation (the "BORROWER"), HEREBY PROMISES TO PAY to the order of ________________________ (the "LENDER") for the account of its Applicable Lending Office (as defined in the 364-Day Credit Agreement dated as of June 26, 2001 among the Borrower, the Lender and certain other lenders parties thereto, Salomon Smith Barney, Inc., as lead arranger and book manager, and Citibank, N.A., as Agent for the Lender and such other lenders (as amended or modified from time to time, the "CREDIT AGREEMENT"; the terms defined therein being used herein as therein defined)), on __________ __, 200_, the principal amount of [U.S.$_______________] [for a Competitive Bid Advance in a Committed Currency, list currency and amount of such Advance]. 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). Both principal and interest are payable in lawful money of ________________ to Citibank, as agent, for the account of the Lender at the office of _________________________, at _________________________ in same day funds. This Promissory Note is one of the Competitive Bid Notes referred to in, and is entitled to the benefits of, 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. THE INTERPUBLIC GROUP OF COMPANIES, INC. By______________________________ Title: EXHIBIT B-1 - FORM OF NOTICE OF REVOLVING CREDIT BORROWING Citibank, N.A., as Agent for the Lenders parties to the Credit Agreement referred to below Two Penns Way New Castle, Delaware 19720 [Date] Attention: Bank Loan Syndications Department Ladies and Gentlemen: The undersigned, [The Interpublic Group of Companies, Inc.][Name of Designated Subsidiary], refers to the 364-Day Credit Agreement, dated as of June 26, 2001 (as amended or modified from time to time, the "CREDIT AGREEMENT", the terms defined therein being used herein as therein defined), among The Interpublic Group of Companies, Inc., certain Lenders parties thereto, Salomon Smith Barney, Inc., as lead arranger and book manager, and Citibank, N.A., 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 a Revolving Credit Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Revolving Credit Borrowing (the "PROPOSED REVOLVING CREDIT BORROWING") as required by Section 2.02(a) of the Credit Agreement: (i) The Business Day of the Proposed Revolving Credit Borrowing is _______________, 200_. (ii) The Type of Advances comprising the Proposed Revolving Credit Borrowing is [Base Rate Advances] [Eurocurrency Rate Advances]. (iii) The aggregate amount of the Proposed Revolving Credit Borrowing is [$_______________][for a Revolving Credit Borrowing in a Committed Currency, list currency and amount of Revolving Credit Borrowing]. [(iv) The initial Interest Period for each Eurocurrency Rate Advance made as part of the Proposed Revolving Credit Borrowing is _____ 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 Revolving Credit Borrowing: (A) the representations and warranties contained in Section 4.01 of the Credit Agreement (except the representation set forth in the last sentence of subsection (e) thereof) [and in the Designation Agreement of the undersigned] are correct, before and after giving effect to the Proposed Revolving Credit Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; and (B) no event has occurred and is continuing, or would result from such Proposed Revolving Credit Borrowing or from the application of the proceeds therefrom, that constitutes a Default. Very truly yours, [THE INTERPUBLIC GROUP OF COMPANIES, INC.][DESIGNATED SUBSIDIARY] By_____________________________________ Title: EXHIBIT B-2 - FORM OF NOTICE OF COMPETITIVE BID BORROWING Citibank, N.A., as Agent for the Lenders parties to the Credit Agreement referred to below Two Penns Way New Castle, Delaware 19720 [Date] Attention: Bank Loan Syndications Department Ladies and Gentlemen: The undersigned, The Interpublic Group of Companies, Inc.[, on behalf of [Name of Designated Subsidiary]], refers to the 364-Day Credit Agreement, dated as of June 26, 2001 (as amended or modified from time to time, the "CREDIT AGREEMENT", the terms defined therein being used herein as therein defined), among The Interpublic Group of Companies, Inc., certain Lenders parties thereto, Salomon Smith Barney, Inc., as lead arranger and book manager, and Citibank, N.A., as Agent for said Lenders, and hereby gives you notice, irrevocably, pursuant to Section 2.03 of the Credit Agreement that the undersigned hereby requests a Competitive Bid Borrowing under the Credit Agreement, and in that connection sets forth the terms on which such Competitive Bid Borrowing (the "PROPOSED COMPETITIVE BID BORROWING") is requested to be made: (A) Date of Competitive Bid Borrowing ________________________ (B) Amount of Competitive Bid Borrowing ________________________ (C) [Maturity Date] [Interest Period] ________________________ (D) Interest Rate Basis ________________________ (E) Day Count Convention ________________________ (F) Interest Payment Date(s) ________________________ (G) Currency ________________________ (H) Borrower's Account Location ________________________ (I) ___________________ ________________________ The undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the date of the Proposed Competitive Bid Borrowing: (a) the representations and warranties contained in Section 4.01 of the Credit Agreement (except the representation set forth in the last sentence of subsection (e) thereof) [and in the Designation Agreement of the undersigned] are correct, before and after giving effect to the Proposed Competitive Bid 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 Competitive Bid Borrowing or from the application of the proceeds therefrom, that constitutes a Default; and (c) the aggregate amount of the Proposed Competitive Bid Borrowing and all other Borrowings to be made on the same day under the Credit Agreement is within the aggregate amount of the unused Commitments of the Lenders. The undersigned hereby confirms that the Proposed Competitive Bid Borrowing is to be made available to it in accordance with Section 2.03(a)(v) of the Credit Agreement. Very truly yours, [THE INTERPUBLIC GROUP OF COMPANIES, INC. By_______________________________ Title: EXHIBIT C - FORM OF ASSIGNMENT AND ACCEPTANCE Reference is made to the 364-Day Credit Agreement dated as of June 26, 2001 (as amended or modified from time to time, the "CREDIT AGREEMENT") among The Interpublic Group of Companies, Inc., a Delaware corporation (the "COMPANY"), the Lenders (as defined in the Credit Agreement), Salomon Smith Barney, Inc., as lead arranger and book manager, and Citibank, N.A., 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" referred to on Schedule I hereto agree as follows: 1. The Assignor hereby sells and assigns to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, an interest in and to the Assignor's rights and obligations under the Credit Agreement as of the date hereof (other than in respect of Competitive Bid Advances and Competitive Bid Notes) equal to the percentage interest specified on Schedule 1 hereto of all outstanding rights and obligations under the Credit Agreement (other than in respect of Competitive Bid Advances and Competitive Bid Notes). After giving effect to such sale and assignment, the Assignee's Commitment and the amount of the Revolving Credit Advances owing to the Assignee will be as set forth on Schedule 1 hereto. 2. The Assignor (i) represents and warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is 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; (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Company or the performance or observance by the Company of any of its obligations under the Credit Agreement or any other instrument or document furnished pursuant thereto; and (iv) attaches the Revolving Credit Note, if any, held by the Assignor [and requests that the Agent exchange such Revolving Credit Note for a new Revolving Credit Note payable to the order of [the Assignee in an amount equal to the Commitment assumed by the Assignee pursuant hereto or new Revolving Credit Notes payable to the order of the Assignee in an amount equal to the Commitment assumed by the Assignee pursuant hereto and] the Assignor in an amount equal to the Commitment retained by the Assignor under the Credit Agreement[, respectively,] as specified on Schedule 1 hereto]. 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 4.01(e) 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 as agent on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to the Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; (v) agrees that it will perform in accordance with their terms all of the obligations that by the terms of the Credit Agreement are required to be performed by it as a Lender; and (vi) attaches any U.S. Internal Revenue Service forms required under Section 2.14 of the Credit Agreement. 4. Following the execution of this Assignment and Acceptance, it will be delivered to the Agent for acceptance and recording by the Agent. The effective date for this Assignment and Acceptance (the "EFFECTIVE DATE") shall be the date of acceptance hereof by the Agent, unless otherwise specified on Schedule 1 hereto. 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 and the Revolving Credit Notes in respect of the interest assigned hereby (including, without limitation, all payments of principal, interest and facility fees with respect thereto) to the Assignee. The Assignor and Assignee shall make all appropriate adjustments in payments under the Credit Agreement and the Revolving Credit Notes 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. 8. This Assignment and Acceptance 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. Delivery of an executed counterpart of Schedule 1 to this Assignment and Acceptance by telecopier shall be effective as delivery of a manually executed counterpart of this Assignment and Acceptance. IN WITNESS WHEREOF, the Assignor and the Assignee have caused Schedule 1 to this Assignment and Acceptance to be executed by their officers thereunto duly authorized as of the date specified thereon.
Schedule 1 to Assignment and Acceptance Percentage interest assigned: _____% Assignee's Commitment: $______ Aggregate outstanding principal amount of Revolving Credit Advances assigned: $______ Principal amount of Revolving Credit Note payable to Assignee: $______ Principal amount of Revolving Credit Note payable to Assignor: $______ Effective Date*: ________________,200 __
[NAME OF ASSIGNOR], as Assignor By_________________________________ Title: Dated: _______________, 200_ [NAME OF ASSIGNEE], as Assignee By_________________________________ Title: Dated: _______________, 200_ Domestic Lending Office: [Address] Eurocurrency Lending Office: [Address] ---------- * This date should be no earlier than five Business Days after the delivery of this Assignment and Acceptance to the Agent. Accepted [and Approved]** this __________ day of _______________, 200_ CITIBANK, N.A., as Agent By__________________________________________ Title: [Approved this _____day of____________, 200_ THE INTERPUBLIC GROUP OF COMPANIES, INC. By________________________________________]* ---------- ** Required if the Assignee is an Eligible Assignee solely by reason of clause (iii) of the definition of "Eligible Assignee". * Required if the Assignee is an Eligible Assignee solely by reason of clause (iii) of the definition of "Eligible Assignee". EXHIBIT D1 - FORM OF OPINION OF CLEARY, GOTTLIEB, STEEN & HAMILTON [Effective Date] To each of the Lenders parties to the Credit Agreement dated as of June 26, 2001 among The Interpublic Group of Companies, Inc., said Lenders and Citibank, N.A., as Agent for said Lenders, and to Citibank, N.A., as Agent THE INTERPUBLIC GROUP OF COMPANIES, INC. Ladies and Gentlemen: We have acted as special counsel to The Interpublic Group of Companies, Inc. (the "COMPANY") in connection with that certain 364-Day Credit Agreement, dated as of June 26, 2001 (the "CREDIT AGREEMENT"), among the Company, the Lenders parties thereto, Salomon Smith Barney, Inc., as lead arranger and book manager, and Citibank, N.A., as Agent for said Lenders. Terms defined in the Credit Agreement are used herein as therein defined. This opinion is furnished to you pursuant to Section 3.01(g)(iv) of the Credit Agreement. In arriving at the opinions expressed below, we have examined the following documents: (1) an executed copy of the Credit Agreement; and (2) the documents furnished by the Company pursuant to Article III of the Credit Agreement. In addition, we have examined the originals, or copies certified or otherwise identified to our satisfaction, of such other corporate records of the Company, certificates of public officials and of officers and representatives of the Company and such other persons, and we have made such investigations of law, as we have deemed necessary as a basis for the opinions expressed below. In rendering the opinions expressed below, we have assumed the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies. In addition, we have assumed and have not verified the accuracy as to factual matters of each document we have reviewed (including, without limitation, the accuracy of the representations and warranties of the Company in the Credit Agreement). Based upon the foregoing and subject to the further assumptions and qualifications set forth below, it is our opinion that: 1. The execution, delivery and performance by the Company of the Credit Agreement and the Notes, and the consummation of the transactions contemplated thereby, are within the Company's corporate powers, have been duly authorized by all necessary corporate action, and do not contravene any law, rule or regulation applicable to the Company. 2. The Credit Agreement is, and after giving effect to the initial Borrowing, the Notes delivered by the Company will be, valid, binding and enforceable obligations of the Company in accordance with their respective terms. 3. No authorization, approval or other action by, and no notice to or filing with, any governmental authority of the United States or the State of New York is required for the execution, delivery and performance by the Company of the Credit Agreement and the Notes to be delivered by it. Insofar as the foregoing opinions relate to the validity, binding effect or enforceability of any agreement or obligation of the Company, (a) we have assumed that each party to such agreement or obligation has satisfied those legal requirements that are applicable to it to the extent necessary to make such agreement or obligation enforceable against it (except that no such assumption is made as to the Company regarding matters of the federal law of the United States of America, the law of the State of New York or the General Corporation Law of the State of Delaware) and (b) such opinions are subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and to general principles of equity. We express no opinion as to (i) Section 2.14 of the Credit Agreement insofar as it provides that any Lender purchasing a participation from another Lender pursuant thereto may exercise set-off or similar rights with respect to such participation and (ii) the effect of the law of any jurisdiction other than the State of New York wherein any Lender may be located or wherein enforcement of the Credit Agreement or the Notes may be sought that limits the rates of interest legally chargeable or collectible. We note that the designations in Section 9.13(a) of the Credit Agreement, are (notwithstanding the waiver in Section 9.13(b) of the Credit Agreement) subject to the power of such courts to transfer actions pursuant to 28 U.S.C. SS 1404(a) or to dismiss such actions or proceedings on the grounds that such a federal court is an inconvenient forum for such action or proceeding. With respect to the first sentence of Section 9.13(a) of the Credit Agreement, we express no opinion as to the subject matter jurisdiction of any United States federal court to adjudicate any action relating to the Credit Agreement where jurisdiction based on diversity of citizenship under 28 U.S.C. SS 1332 does not exist. We express no opinion as to Section 9.12 of the Credit Agreement. In addition, the opinion expressed in paragraph 1 above relates only to those laws and regulations that, in our experience, are normally applicable to transactions of the type referred to in the Credit Agreement. The foregoing opinions are limited to the law of the State of New York, the General Corporation Law of the State of Delaware and the federal law of the United States. We are furnishing this opinion letter to you solely for your benefit in connection with the Credit Agreement. This opinion letter is not to be used, circulated, quoted or otherwise referred to for any other purpose. Notwithstanding the foregoing, a copy of this opinion letter may be furnished to, and relied upon by, a permitted transferee who becomes a party to the Credit Agreement as a Lender thereunder, and you or any such transferee may show this opinion to any governmental authority pursuant to requirements of applicable law or regulations. The opinions expressed herein are, however, rendered on and as of the date hereof, and we assume no obligation to advise you or any such transferee or governmental authority or any other person, or to make any investigations, as to any legal developments or factual matters arising subsequent to the date hereof that might affect the opinions expressed herein. Very truly yours, CLEARY, GOTTLIEB, STEEN & HAMILTON By:__________________________________ James F. Munsell, a partner EXHIBIT D2 - FORM OF OPINION OF IN-HOUSE COUNSEL OF THE COMPANY [Effective Date] To each of the Lenders parties to the Credit Agreement dated as of June 26, 2001 among The Interpublic Group of Companies, Inc., said Lenders and Citibank, N.A., as Agent for said Lenders, and to Citibank, N.A., as Agent 364-DAY REVOLVING CREDIT AGREEMENT Ladies and Gentlemen: This opinion is furnished to you pursuant to Section 3.01(g)(iv) of the 364-Day Credit Agreement, dated as of June 26, 2001 (the "CREDIT AGREEMENT"), among The Interpublic Group of Companies, Inc. (the "COMPANY"), the Lenders parties thereto, Salomon Smith Barney, Inc., as lead arranger and book manager, and Citibank, N.A., as Agent for said Lenders. Terms defined in the Credit Agreement are used herein as therein defined. I have acted as General Counsel for the Company in connection with the preparation, execution and delivery of the Credit Agreement. In arriving at the opinions expressed below, I have examined the following documents: (1) An executed copy of the Credit Agreement (2) The documents furnished by the Company pursuant to Article III of the Credit Agreement. (3) A copy of the Restated Certificate of Incorporation of the Company and all amendments thereto (the "CHARTER"). (4) A copy of the by-laws of the Company and all amendments thereto (the "BY-LAWS"). (5) A certificate of the Secretary of State of Delaware, dated __________, 2001, attesting to the continued corporate existence and good standing of the Company in that State. In addition, I have examined the originals, or copies certified or otherwise identified to my satisfaction, of such other corporate records of the Company, certificates of public officials and of officers of the Company and such other persons as I have deemed necessary as a basis for the opinions expressed below. In rendering the opinions expressed below, I have assumed the authenticity of all documents submitted to me as originals and the conformity to the originals of all documents submitted to me as copies. In addition, I have assumed and have not verified the accuracy as to factual matters of each document I have reviewed (including, without limitation, the accuracy of the representations and warranties of the Company in the Credit Agreement). Based upon the foregoing and subject to the further assumptions and qualifications set forth below, it is my opinion that: (1) The Company is a corporation validly existing and in good standing under the laws of the State of Delaware. (2) The execution, delivery and performance by the Company of the Credit Agreement and the Notes, and the consummation of the transactions contemplated thereby, are within the Company's corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Charter or the By-laws or (ii) any material contractual or legal restriction known to me contained in any material document to which the Company is a party or by which it is bound. The Credit Agreement and the Notes have been duly executed and delivered on behalf of the Company.. (3) To my knowledge, no authorization, approval or other action by, and no notice to or filing with, any third party is required for the execution, delivery and performance by the Company of the Credit Agreement and the Notes to be delivered by it. (4) To my knowledge, there are no pending or overtly threatened actions or proceedings against the Company or any of its Consolidated Subsidiaries before any court, governmental agency or arbitrator that purport to affect the validity, binding effect or enforceability of the Credit Agreement or any of the Notes or the consummation of the transactions contemplated thereby or that are likely to have a materially adverse effect upon the financial condition or operations of the Company and its Consolidated Subsidiaries taken as a whole. The foregoing opinions are limited to the law of the State of New York, the General Corporation Law of the State of Delaware and the Federal law of the United States. I am furnishing this opinion letter to you solely for your benefit in connection with the Credit Agreement. This opinion letter is not to be used, circulated, quoted or otherwise referred to for any other purpose. Notwithstanding the foregoing, a copy of this opinion letter may be furnished to, and relied upon by, a permitted transferee who becomes a party to the Credit Agreement as a Lender thereunder, and you or any such transferee may show this opinion to any governmental authority pursuant to requirements of applicable law or regulations. The opinions expressed herein are, however, rendered on and as of the date hereof, and I assume no obligation to advise you or any such transferee or governmental authority or any other person, or to make any investigations, as to any legal developments or factual matters arising subsequent to the date hereof that might affect the opinions expressed herein. Very truly yours, ___________________________________ Nicholas J. Camera, General Counsel EXHIBIT E - FORM OF DESIGNATION AGREEMENT [DATE] To each of the Lenders parties to the Credit Agreement (as defined below) and to Citibank, N.A. as Agent for such Lenders Ladies and Gentlemen: Reference is made to the 364-Day Revolving Credit Agreement dated as of June 26, 2001 among The Interpublic Group of Companies, Inc. (the "COMPANY"), certain other borrowers parties thereto, the Lenders parties thereto, Salomon Smith Barney, Inc., as lead arranger and book manager, and Citibank, N.A., as Agent for said Lenders (the "CREDIT AGREEMENT"). Terms used herein and defined in the Credit Agreement shall have the respective meanings ascribed to such terms in the Credit Agreement. Please be advised that the Company hereby designates its undersigned Subsidiary, ____________ ("DESIGNATED SUBSIDIARY"), as a "Designated Subsidiary" under and for all purposes of the Credit Agreement. The Designated Subsidiary, in consideration of each Lender's agreement to extend credit to it under and on the terms and conditions set forth in the Credit Agreement, does hereby assume each of the obligations imposed upon a "Designated Subsidiary" and a "Borrower" under the Credit Agreement and agrees to be bound by the terms and conditions of the Credit Agreement. In furtherance of the foregoing, the Designated Subsidiary hereby represents and warrants to each Lender as follows: (a) The Designated Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of ________________. (b) The execution, delivery and performance by the Designated Subsidiary of this Designation Agreement, the Credit Agreement and the Notes to be delivered by it are within the Designated Subsidiary's corporate powers, have been duly authorized by all necessary corporate action and do not contravene (i) the Designated Subsidiary's charter or by-laws or (ii) any law, rule or regulation applicable to the Designated Subsidiary or (iii) any material contractual or legal restriction binding on the Designated Subsidiary. The Designation Agreement and the Notes delivered by it have been duly executed and delivered on behalf of the Designated Subsidiary. (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 Designated Subsidiary of this Designation Agreement, the Credit Agreement or the Notes to be delivered by it. (d) This Designation Agreement is, and the Notes to be delivered by the Designated Subsidiary when delivered will be, legal, valid and binding obligations of the Designated Subsidiary enforceable against the Designated Subsidiary in accordance with their respective terms. (e) There is no pending or, to the knowledge of the Designated Subsidiary , threatened action or proceeding affecting the Designated Subsidiary or any of its Subsidiaries before any court, governmental agency or arbitrator which purports to affect the legality, validity or enforceability of this Designation Agreement, the Credit Agreement or any Note of the Designated Subsidiary. This Designation Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. Very truly yours, THE INTERPUBLIC GROUP OF COMPANIES, INC. By __________________________________________ Name: Title: [THE DESIGNATED SUBSIDIARY] By __________________________________________ Name: Title: EXECUTION COPY U.S. $500,000,000 364-DAY CREDIT AGREEMENT Dated as of June 26, 2001 Among THE INTERPUBLIC GROUP OF COMPANIES, INC. AS COMPANY THE INITIAL LENDERS NAMED HEREIN AS INITIAL LENDERS CITIBANK, N.A. AS ADMINISTRATIVE AGENT and SALOMON SMITH BARNEY INC. AS LEAD ARRANGER AND BOOK MANAGER TABLE OF CONTENTS ARTICLE I DEFINITIONS AND ACCOUNTING TERMS 1 SECTION 1.01. CERTAIN DEFINED TERMS 1 SECTION 1.02. COMPUTATION OF TIME PERIODS 11 SECTION 1.03. ACCOUNTING TERMS 11 ARTICLE II AMOUNTS AND TERMS OF THE ADVANCES 11 SECTION 2.01. THE REVOLVING CREDIT ADVANCES 11 SECTION 2.02. MAKING THE REVOLVING CREDIT ADVANCES 12 SECTION 2.03. THE COMPETITIVE BID ADVANCES 13 SECTION 2.04. FEES 16 SECTION 2.05. OPTIONAL TERMINATION OR REDUCTION OF THE COMMITMENTS 16 SECTION 2.06. REPAYMENT OF REVOLVING CREDIT ADVANCES 17 SECTION 2.07. INTEREST ON REVOLVING CREDIT ADVANCES 17 SECTION 2.08. INTEREST RATE DETERMINATION 17 SECTION 2.09. OPTIONAL CONVERSION OF REVOLVING CREDIT ADVANCES 18 SECTION 2.10. PREPAYMENTS OF REVOLVING CREDIT ADVANCES 19 SECTION 2.11. INCREASED COSTS 19 SECTION 2.12. ILLEGALITY 20 SECTION 2.13. PAYMENTS AND COMPUTATIONS 20 SECTION 2.14. TAXES 21 SECTION 2.15. SHARING OF PAYMENTS, ETC. 23 SECTION 2.16. EVIDENCE OF DEBT 23 SECTION 2.17. USE OF PROCEEDS 23 SECTION 2.18. EXTENSION OF TERMINATION DATE 23 ARTICLE III CONDITIONS TO EFFECTIVENESS AND LENDING 25 SECTION 3.01. CONDITIONS PRECEDENT TO EFFECTIVENESS OF SECTIONS 2.01 AND 2.03 25 SECTION 3.02. INITIAL ADVANCE TO EACH DESIGNATED SUBSIDIARY 26 SECTION 3.03. CONDITIONS PRECEDENT TO EACH REVOLVING CREDIT BORROWING AND EXTENSION DATE 27 SECTION 3.04. CONDITIONS PRECEDENT TO EACH COMPETITIVE BID BORROWING 27 SECTION 3.05. DETERMINATIONS UNDER SECTION 3.01 AND 3.02 28 ARTICLE IV REPRESENTATIONS AND WARRANTIES 28 SECTION 4.01. REPRESENTATIONS AND WARRANTIES OF THE COMPANY 28 ARTICLE V COVENANTS OF THE COMPANY 30 SECTION 5.01. AFFIRMATIVE COVENANTS 30 SECTION 5.02. NEGATIVE COVENANTS 32 SECTION 5.03. FINANCIAL COVENANTS 33 ARTICLE VI EVENTS OF DEFAULT 34 SECTION 6.01. EVENTS OF DEFAULT 34 ARTICLE VII GUARANTY 36 7.01. GUARANTY 36 7.02. GUARANTY ABSOLUTE 36 7.03. WAIVERS AND ACKNOWLEDGMENTS 37 7.04. SUBROGATION 37 7.05. CONTINUING GUARANTY; ASSIGNMENTS 38 ARTICLE VIII THE AGENT 38 SECTION 8.01. AUTHORIZATION AND ACTION 38 SECTION 8.02. AGENT'S RELIANCE, ETC. 38 SECTION 8.03. CITIBANK AND AFFILIATES 39 SECTION 8.04. LENDER CREDIT DECISION 39 SECTION 8.05. INDEMNIFICATION 39 SECTION 8.06. SUCCESSOR AGENT 39 SECTION 8.07. SUB-AGENT 40 SECTION 8.08. OTHER AGENTS 40 ARTICLE IX MISCELLANEOUS 40 SECTION 9.01. AMENDMENTS, ETC. 40 SECTION 9.02. NOTICES, ETC. 40 SECTION 9.03. NO WAIVER; REMEDIES 41 SECTION 9.04. COSTS AND EXPENSES 41 SECTION 9.05. RIGHT OF SET-OFF 42 SECTION 9.06. BINDING EFFECT 42 SECTION 9.07. ASSIGNMENTS AND PARTICIPATIONS 42 SECTION 9.08. CONFIDENTIALITY 44 SECTION 9.09. DESIGNATED SUBSIDIARIES 44 SECTION 9.10. GOVERNING LAW 45 SECTION 9.11. EXECUTION IN COUNTERPARTS 45 SECTION 9.12. JUDGMENT 45 SECTION 9.13. JURISDICTION, ETC. 45 SECTION 9.14. SUBSTITUTION OF CURRENCY 46 SECTION 9.15. WAIVER OF JURY TRIAL 47 SCHEDULES Schedule I - List of Applicable Lending Offices EXHIBITS Exhibit A-1 - Form of Revolving Credit Note Exhibit A-2 - Form of Competitive Bid Note Exhibit B-1 - Form of Notice of Revolving Credit Borrowing Exhibit B-2 - Form of Notice of Competitive Bid Borrowing Exhibit C - Form of Assignment and Acceptance Exhibit D - Form of Opinion of Counsel for the Company Exhibit E - Form of Designation Agreement