{"id":41279,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/second-amended-and-restated-credit-agreement-the-walt-disney.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"second-amended-and-restated-credit-agreement-the-walt-disney","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/second-amended-and-restated-credit-agreement-the-walt-disney.html","title":{"rendered":"Second Amended and Restated Credit Agreement &#8211; The Walt Disney Co. and Citicorp USA Inc."},"content":{"rendered":"<pre>          SECOND AMENDED AND RESTATED CREDIT AGREEMENT\n\n                   Dated as of April 12, 1995\n\n                             Among\n\n                    THE WALT DISNEY COMPANY\n\n                          as Borrower\n\n                              and\n\n            THE FINANCIAL INSTITUTIONS NAMED HEREIN\n\n                           as Lenders\n\n                              and\n\n                       CITICORP USA, INC.\n\n                            as Agent\n\n\n\n\n\n\n                       TABLE OF CONTENTS\n\nSection                                                     Page\n                                                            \n\n                           ARTICLE I\n                DEFINITIONS AND ACCOUNTING TERMS\n\n1.01     Certain Defined Terms                                 1\n1.02     Computation of Time Periods                           8\n1.03     Accounting Terms                                      8\n\n                           ARTICLE II\n               AMOUNTS AND TERMS OF THE ADVANCES\n\n2.01    The Advances                                           9\n2.02    Making the Advances                                    9\n2.03    Facility Fee                                          10\n2.04    Reduction of the Commitments                          10\n2.05    Repayment of Advances                                 10\n2.06    Interest on Advances                                  10\n2.07    Additional Interest on Eurodollar Rate\n          Advances                                            10\n2.08    Interest Rate Determination                           11\n2.09    Voluntary Conversion of Advances                      12\n2.10    Prepayments of Advances                               12\n2.11    Increased Costs                                       12\n2.12    Illegality                                            13\n2.13    Payments and Computations                             13\n2.14    Taxes                                                 14\n2.15    Sharing of Payments, Etc.                             15\n2.16    Mandatory Assignment by a Lender; Mitigation          16\n2.17    Evidence of Debt                                      16\n2.18    Use of Proceeds                                       17\n2.19    Extension of Termination Date                         17\n2.20    Withdrawing Lenders                                   17\n\n                          ARTICLE III\n            CONDITIONS OF EFFECTIVENESS AND LENDING\n\n3.01    Conditions Precedent to Effectiveness\n               of this Agreement                              17\n3.02    Conditions Precedent to Each\n               Borrowing                                      18\n\n                           ARTICLE IV\n                 REPRESENTATIONS AND WARRANTIES\n\n4.01    Representations and Warranties of the Borrower        18\n4.02    Additional Representation and Warranty\n               of the Borrower                                19\n\n\nSection                                                      Page\n\n                           ARTICLE V\n                   COVENANTS OF THE BORROWER\n\n5.01    Affirmative Covenants                                 19\n5.02    Negative Covenant                                     21\n\n                           ARTICLE VI\n                       EVENTS OF DEFAULT\n\n6.01    Events of Default                                     21\n\n                          ARTICLE VII\n                           THE AGENT\n\n7.01    Authorization and Action                              22\n7.02    Agent's Reliance, Etc                                 23\n7.03    CUSA and Affiliates                                   23\n7.04    Lender Credit Decision                                23\n7.05    Indemnification                                       23\n7.06    Successor Agent                                       24\n\n                          ARTICLE VIII\n                         MISCELLANEOUS\n8.01    Amendments, Etc.                                      24\n8.02    Notices, Etc.                                         24\n8.03    No Waiver; Remedies                                   25\n8.04    Costs and Expenses                                    25\n8.05    Right of Set-off                                      25\n8.06    Binding Effect                                        25\n8.07    Assignments and Participations                        26\n8.08    Indemnification                                       27\n8.09    Confidentiality                                       28\n8.10    Consent to Jurisdiction and Service of Process        28\n8.11    Governing Law                                         29\n8.12    Execution in Counterparts                             29\n\n\n                     SCHEDULES AND EXHIBITS\n\n\nSchedule I     -    List of Applicable Lending Offices\nExhibit A      -    Notice of Borrowing\nExhibit B      -    Assignment and Acceptance\nExhibit C      -    Form of Opinion of Counsel for the Borrower\nExhibit D-1    -    Form of Foreign Lender Certificate\nExhibit D-2    -    Form of Foreign Lender Certificate\nExhibit E      -    Form of Withdrawal Agreement\n\n\n          SECOND AMENDED AND RESTATED CREDIT AGREEMENT\n                   Dated as of April 12, 1995\n\n\n     THE WALT DISNEY COMPANY, a Delaware corporation (the\n\"Borrower\"), the financial institutions (the \"Initial Lenders\")\nlisted on the signature pages hereof under the heading \"Initial\nLenders\", and CITICORP USA, INC., a Delaware corporation\n(\"CUSA\"), as agent (the \"Agent\") for the Lenders hereunder, agree\nas follows:\n\n                     PRELIMINARY STATEMENTS\n\n      The  parties hereto are parties to an Amended and  Restated\nCredit Agreement dated as of October 3, 1994.  The parties hereto\nnow  wish  to amend and restate such Amended and Restated  Credit\nAgreement in its entirety as follows:\n\n\n                           ARTICLE I\n                DEFINITIONS AND ACCOUNTING TERMS\n\n      SECTION  1.01.   Certain Defined Terms.  As  used  in  this\nAgreement, the following terms shall have the following  meanings\n(such meanings to be equally applicable to both the singular  and\nplural forms of the terms defined):\n\n           \"Advance\" means an advance by a Lender to the Borrower\n     as  part of a Borrowing and refers to a Base Rate Advance or\n     a  Eurodollar Rate Advance, each of which shall be a  \"Type\"\n     of Advance.\n\n           \"Affiliate\" means, as to any Person, any other  Person\n     that, directly or indirectly, controls, is controlled by  or\n     is under common control with such Person or is a director or\n     officer of such Person.\n\n           \"Agent's  Account\"  means such account  of  the  Agent\n     maintained  by  the Agent at the office of Citibank  at  399\n     Park  Avenue, New York, New York, as the Agent shall  notify\n     the Borrower and the Lenders from time to time.\n\n           \"Agreement\"  means  this Second Amended  and  Restated\n     Credit Agreement, as it may be amended from time to time  in\n     accordance with Section 8.01 hereof.\n\n          \"Anniversary Date\" means February 15, 1996 and February\n     15  in  each  succeeding calendar year occurring during  the\n     term of this Agreement.\n\n          \"Applicable Lending Office\" means, with respect to each\n     Lender, such Lender's Domestic Lending Office in the case of\n     a  Base  Rate  Advance and such Lender's Eurodollar  Lending\n     Office in the case of a Eurodollar Rate Advance.\n\n           \"Assignment  and Acceptance\" means an  assignment  and\n     acceptance  entered  into  by  a  Lender  and  an   Eligible\n     Assignee,  and  accepted by the Agent, in substantially  the\n     form of Exhibit B hereto.\n\n           \"Base  Rate\"  means, for each day  in  any  period,  a\n     fluctuating  interest rate per annum as shall be  in  effect\n     from  time  to time which rate per annum shall at all  times\n     for such day during such period be equal to the highest of:\n\n                     (a)  the rate of interest announced publicly\n          by  Citibank in New York, New York, from time to  time,\n          as Citibank's base rate as in effect for such day; or\n\n                     (b)  The sum (adjusted to the nearest 1\/4 of\n          one  percent  or,  if there is no nearest  1\/4  of  one\n          percent, to the next higher 1\/4 of one percent) of  (i)\n          1\/2  of  one  percent  per annum, plus  (ii)  the  rate\n          obtained  by dividing (A) the latest three-week  moving\n          average  of secondary market morning offering rates  in\n          the  United  States  for  three-month  certificates  of\n          deposit of major United States money market banks, such\n          three-week moving average (adjusted to the basis  of  a\n          year  of  365  or 366 days, as the case may  be)  being\n          determined weekly on each Monday (or, if any  such  day\n          is  not a Business Day, on the next succeeding Business\n          Day)  for  the three-week period ending on the previous\n          Friday  by Citibank on the basis of such rates reported\n          by  certificate of deposit dealers to and published  by\n          the  Federal  Reserve  Bank of New  York  or,  if  such\n          publication  shall be suspended or terminated,  on  the\n          basis of quotations for such rates received by Citibank\n          from  three New York certificate of deposit dealers  of\n          recognized  standing selected by  Citibank,  by  (B)  a\n          percentage equal to 100% minus the average of the daily\n          percentages specified during such three-week period  by\n          the  Board  of Governors of the Federal Reserve  System\n          (or  any successor) for determining the maximum reserve\n          requirement  (including,  but  not  limited   to,   any\n          emergency,  supplemental  or  other  marginal   reserve\n          requirement)  for  Citibank in respect  of  liabilities\n          consisting  of  or including (among other  liabilities)\n          three-month  U.S. dollar nonpersonal time  deposits  in\n          the  United States, plus (iii) the average during  such\n          three-week  period  of  the  annual  assessment   rates\n          estimated by Citibank for determining the then  current\n          annual  assessment payable by Citibank to  the  Federal\n          Deposit  Insurance Corporation (or any  successor)  for\n          insuring U.S. dollar deposits of Citibank in the United\n          States; or\n\n                     (c)  0.50% per annum above the Federal Funds\n          Rate for such day.\n\n           \"Base  Rate  Advance\"  means an  Advance  which  bears\n     interest as provided in Section 2.06(a)(i).\n\n            \"Borrowing\"   means   a   borrowing   consisting   of\n     simultaneous Advances of the same Type made by each  of  the\n     Lenders pursuant to Section 2.01.\n\n           \"Business Day\" means a day of the year on which  banks\n     are  not  required or authorized to close  in  Los  Angeles,\n     California,  or  New York City, New York, or San  Francisco,\n     California,  or, if the applicable Business Day  relates  to\n     any  Eurodollar Rate Advances, on which dealings are carried\n     on in the London interbank market.\n\n           \"Citibank\"  means Citibank, N.A., a  national  banking\n     association.\n\n          \"Commitment\" has the meaning specified in Section 2.01.\n\n           \"Consolidated Adjusted Indebtedness\" means, as of  any\n     date of determination, all indebtedness of the Borrower  and\n     its  subsidiaries on a consolidated basis  which  would,  in\n     accordance  with  GAAP be classified as a liability  of  the\n     Borrower  and its subsidiaries, excluding, however  (i)  all\n     deferred  income taxes and unearned deposits  and  advances,\n     (ii) subordinated indebtedness represented by the Borrower's\n     Liquid Yield Option Notes due 2005, (iii) other indebtedness\n     of  the  Borrower  for borrowed money which is  subordinated\n     upon  and otherwise containing terms and conditions no  less\n     favorable  to  the Lenders than the provisions contained  in\n     the  Borrower's Liquid Option Yield Notes due 2005, and (iv)\n     indebtedness for borrowed money which is secured by any Lien\n     upon  any  asset  of the Borrower or its subsidiaries  which\n     asset is not included in Consolidated Unencumbered Assets.\n\n           \"Consolidated EBIT\" means, for any accounting  period,\n     net income (or net loss, as the case may be) of the Borrower\n     and  its  subsidiaries  on  a consolidated  basis  for  such\n     period,  as determined in accordance with GAAP, plus amounts\n     which,  in the determination of such consolidated net income\n     (or net loss, as the case may be) for such period, have been\n     deducted  for  (i)  Consolidated Interest Expense  and  (ii)\n     consolidated income tax expense.\n\n           \"Consolidated Interest Expense\" means, for any period,\n     total  interest expense of the Borrower and its subsidiaries\n     on  a consolidated basis for such period with respect to all\n     outstanding  Debt of the Borrower and its subsidiaries,  all\n     as determined in conformity with GAAP.\n\n           \"Consolidated Unencumbered Assets\" means,  as  of  any\n     date of determination, the sum of all amounts which are,  in\n     accordance  with  GAAP,  included  under  \"assets\"  on   the\n     consolidated   balance  sheet  of  the  Borrower   and   its\n     subsidiaries, provided, however, that such amounts shall  be\n     net of all amounts attributable to (without duplication) (i)\n     accumulated depreciation, (ii) any asset or group of  assets\n     that  is  subject to Liens securing obligations in aggregate\n     amount equal to more than 33 1\/3% of the\n\n\n     aggregate  net book value of such asset or group of  assets,\n     (iii)  any  asset  that is included under  the  consolidated\n     captions  \"Film Production Costs - In process\" and \"Projects\n     in  Progress\"  (or  alternative  similar  captions)  on  the\n     consolidated   balance  sheet  of  the  Borrower   and   its\n     subsidiaries, (iv) goodwill, trademarks, tradenames, and all\n     other  similar  items which are treated  as  intangibles  in\n     conformity with GAAP, (v) all prepaid expenses, deferred  or\n     capitalized  costs, unamortized debt discount  and  progress\n     payments, and work in process on the date hereof,  and  (vi)\n     any items not included in clauses (ii) through (v) which are\n     treated as intangibles in conformity with GAAP.\n\n           \"Convert\", \"Conversion\" and \"Converted\" each refers to\n     a  conversion  of  Advances of one  Type  into  Advances  of\n     another Type pursuant to Section 2.08 or 2.09.\n\n           \"Debt\" means (i) indebtedness for borrowed money, (ii)\n     obligations evidenced by bonds, debentures, notes  or  other\n     similar  instruments, (iii) obligations to pay the  deferred\n     purchase  price  of property or services (other  than  trade\n     payables incurred in the ordinary course of business),  (iv)\n     obligations as lessee under leases which shall have been  or\n     should  be,  in  accordance with GAAP, recorded  as  capital\n     leases,   and  (v)  obligations  under  direct  or  indirect\n     guaranties  in  respect of, and obligations  (contingent  or\n     otherwise) to purchase or otherwise acquire, or otherwise to\n     assure  a  creditor against loss in respect of, indebtedness\n     or obligations of others of the kinds referred to in clauses\n     (i) through (iv) above.\n\n           \"Domestic Lending Office\" means, with respect  to  any\n     Lender, the office of such Lender specified as its \"Domestic\n     Lending Office\" opposite its name on Schedule I hereto or in\n     the Assignment and Acceptance pursuant to which it became  a\n     Lender,  or such other office of such Lender as such  Lender\n     may from time to time specify to the Borrower and the Agent.\n\n           \"Effective Date\" means April 12, 1995, or  such  later\n     date on or before May 1, 1995 as shall be agreed upon by the\n     Agent and the Borrower.\n\n          \"Eligible Assignee\" means (i) any Initial Lender or any\n     Affiliate of any Initial Lender and (ii) any bank  or  other\n     financial institution, or any other Person, which  has  been\n     approved  in  writing by the Borrower and the  Agent  as  an\n     Eligible  Assignee for purposes of this Agreement; provided,\n     however,  that  neither  the  Borrower's  approval  nor  the\n     Agent's   approval  shall  be  unreasonably  withheld;   and\n     provided,  further, however, that Borrower may withhold  its\n     approval  if Borrower reasonably believes that an assignment\n     to  such  Eligible  Assignee pursuant to Section  8.07  will\n     result  in the incurrence of increased costs payable by  the\n     Borrower pursuant to Sections 2.11 or 2.14.\n\n            \"Environmental   Claim\"  means  any   administrative,\n     regulatory  or judicial action, suit, demand,  claim,  lien,\n     notice  or proceeding relating to any Environmental  Law  or\n     any Environmental Permit.\n\n           \"Environmental Law\" means any federal, state or  local\n     statute,  law,  rule,  regulation,  ordinance,  code,   duly\n     promulgated policy or rule of common law now or hereafter in\n     effect  and  in  each case as amended, and any  judicial  or\n     administrative interpretation thereof, including any  order,\n     consent  decree  or judgment, relating to  the  environment,\n     health, safety or any Hazardous Material.\n\n           \"Environmental  Permit\" means  any  permit,  approval,\n     identification   number,  license  or  other   authorization\n     required under any applicable Environmental Law.\n\n           \"ERISA\"  means the Employee Retirement Income Security\n     Act  of  1974,  as  amended  from  time  to  time,  and  the\n     regulations promulgated and rulings issued thereunder.\n\n           \"ERISA Affiliate\" means any Person who for purposes of\n     Title  IV  of ERISA is a member of the Borrower's controlled\n     group, or under common control with the Borrower, within the\n     meaning of Section 414 of the Internal Revenue Code of 1986,\n     as amended.\n\n           \"ERISA Event\" means (a) the occurrence with respect to\n     a  Plan of a reportable event, within the meaning of Section\n     4043  of  ERISA,  unless the 30-day notice requirement  with\n     respect thereto  has  been  waived  by  the  Pension Benefit \n     Guaranty Corporation; (b) the provision by the administrator\n     of any Plan of a notice of  intent  to  terminate such Plan,\n     pursuant to Section 4041(a) (2) of ERISA (including any such\n     notice  with  respect  to  a  plan  amendment referred to in \n     Section  4041(e) of ERISA);  (c) the cessation of operations\n     by the Borrower or any  ERISA Affiliate at a facility in the\n     circumstances described in Section 4062(e) of ERISA; (d) the\n     withdrawal by  the  Borrower or  any ERISA  Affiliate from a\n     Multiple Employer Plan during a  plan year for which it  was\n     a substantial  employer, as defined in Section 4001(a)(2) of\n     ERISA;  (e)  the  failure  by  the  Borrower  or  any  ERISA\n     Affiliate to  make  a payment to a Plan described in Section\n     302(f)(1)(A) of ERISA;  (f) the adoption of an  amendment to\n     a Plan  requiring  the  provision  of security to such Plan,\n     pursuant to Section 307  of ERISA; or (g) the institution by\n     the Pension Benefit  Guaranty  Corporation of proceedings to\n     terminate a  Plan, pursuant to Section 4042 of ERISA, or the\n     occurrence of any  event or  condition  which is  reasonably\n     likely to constitute grounds under Section 4042 of ERISA for\n     the termination  of, or  the  appointment  of  a  trustee to\n     administer, a Plan.\n\n           \"Eurocurrency Liabilities\" has the meaning assigned to\n     that  term in Regulation D of the Board of Governors of  the\n     Federal Reserve System, as in effect from time to time.\n\n           \"Eurodollar Lending Office\" means, with respect to any\n     Lender,  the  office  of  such  Lender  specified   as   its\n     \"Eurodollar Lending Office\" opposite its name on Schedule  I\n     hereto or in the Assignment and Acceptance pursuant to which\n     it  became a Lender (or, if no such office is specified, its\n     Domestic  Lending  Office), or such  other  office  of  such\n     Lender  as such Lender may from time to time specify to  the\n     Borrower and the Agent.\n\n           \"Eurodollar Rate\" means, for any Interest  Period  for\n     each  Eurodollar Rate Advance comprising part  of  the  same\n     Borrowing,  an interest rate per annum equal to the  average\n     (rounded upward to the nearest whole multiple of 1\/16 of  1%\n     per  annum, if such average is not such a multiple)  of  the\n     rate per annum at which deposits in U.S. dollars are offered\n     by  the  principal office of each of the Reference Banks  in\n     London,  England  to  prime banks in  the  London  interbank\n     market  at 11:00 A.M. (London time) two Business Days before\n     the first day of such Interest Period for a period equal  to\n     such Interest Period and in an amount substantially equal to\n     such  Reference Bank's (or in the case of Citibank,  CUSA's)\n     Eurodollar  Rate Advance comprising part of such  Borrowing.\n     The  Eurodollar  Rate  for  any  Interest  Period  for  each\n     Eurodollar  Rate  Advance  comprising  part  of   the   same\n     Borrowing shall be determined by the Agent on the  basis  of\n     applicable rates furnished to and received by the Agent from\n     the  Reference Banks two Business Days before the first  day\n     of such Interest Period, subject, however, to the provisions\n     of Section 2.08.\n\n           \"Eurodollar Rate Advance\" means an Advance which bears\n     interest as provided in Section 2.06(a)(ii).\n\n           \"Eurodollar Rate Margin\" means, for any day, the  rate\n     per  annum  opposite  the  higher  of  the  ratings  of  the\n     Borrower's long-term public senior debt securities  as  most\n     recently announced by S&amp;P and Moody's:\n\n               Rating                        Rate Per Annum\n\n        S&amp;P               Moody's\n\n    A+ or higher        A1 or higher             0.125%\n\n    A\/A-                A2\/A3                    0.200%\n\n    BBB+\/BBB            Baa1\/Baa2                0.250%\n\n    BBB- or lower       Baa3 or lower            0.500%\n    or no rating        or no rating\n\n\n           \"Eurodollar Rate Reserve Percentage\" of any Lender for\n     any  Interest  Period for any Eurodollar Rate Advance  means\n     the  reserve  percentage  applicable  during  such  Interest\n     Period  (or  if more than one such percentage  shall  be  so\n     applicable, the daily average of such percentages for  those\n     days   in  such  Interest  Period  during  which  any   such\n     percentage shall be so applicable) under regulations  issued\n     from  time to time by the Board of Governors of the  Federal\n     Reserve  System  (or  any  successor)  for  determining  the\n     maximum  reserve requirement (including, without limitation,\n     any   emergency,  supplemental  or  other  marginal  reserve\n     requirement) for such Lender with respect to liabilities  or\n     assets  consisting of or including Eurocurrency  Liabilities\n     having a term equal to such Interest Period.\n\n           \"Events  of  Default\"  has the  meaning  specified  in\n     Section 6.01.\n\n           \"Existing  Credit  Agreement\" means  the  Amended  and\n     Restated Credit Agreement dated as of October 3, 1994  among\n     the  Borrower, the financial institutions party thereto  and\n     Citicorp USA, Inc. as Agent, as amended to the date hereof.\n\n           \"Facility Fee Percentage\" means, for any day, the rate\n     per  annum  opposite  the  higher  of  the  ratings  of  the\n     Borrower's long-term public senior debt securities  as  most\n     recently announced by S&amp;P and Moody's:\n                 Rating                           Rate Per Annum\n\n          S&amp;P              Moody's\n\n      A+ or higher        A1 or higher             0.070%\n\n      A\/A-                A2\/A3                    0.100%\n\n      BBB+\/BBB            Baa1\/Baa2                0.150%\n\n      BBB- or lower       Baa3 or lower            0.250%\n      or no rating        or no rating\n\n\n            \"Federal  Funds  Rate\"  means,  for  any  period,   a\n     fluctuating  interest  rate per annum  equal  for  each  day\n     during  such period to the weighted average of the rates  on\n     overnight  Federal funds transactions with  members  of  the\n     Federal Reserve System arranged by Federal funds brokers, as\n     published  for such day (or, if such day is not  a  Business\n     Day,  for  the next preceding Business Day) by  the  Federal\n     Reserve  Bank  of  New  York, or, if such  rate  is  not  so\n     published  for any day which is a Business Day, the  average\n     of the quotations for such day on such transactions received\n     by  the Agent from three Federal funds brokers of recognized\n     standing selected by the Agent.\n\n           \"GAAP\"  means generally accepted accounting principles\n     consistent  with  those applied in the  preparation  of  the\n     financial  statements referred to in Section  4.01(c)  dated\n     September  30, 1994, subject, however, to the provisions  of\n     Section 1.03.\n\n            \"Hazardous  Material\"  means  (i)  any  petroleum  or\n     petroleum product, natural or synthetic gas, asbestos in any\n     form that is or could become friable, urea formaldehyde foam\n     insulation, or radon gas; or (ii) any substance  defined  as\n     or  included  in  the definition of \"hazardous  substances,\"\n     hazardous wastes,\" hazardous materials,\" \"toxic substances,\"\n     \"contaminants\" or \"pollutants,\" or words of similar  import,\n     under  any applicable Environmental Law; or (iii) any  other\n     substance to which exposure is regulated by any governmental\n     activity.\n\n           \"Interest  Period\"  means, for  each  Eurodollar  Rate\n     Advance  comprising part of the same Borrowing,  the  period\n     commencing  on the date of such Eurodollar Rate  Advance  or\n     the  date  of  the Conversion of any Base Rate Advance  into\n     such a Eurodollar Rate Advance and ending on the last day of\n     the   period  selected  by  the  Borrower  pursuant  to  the\n     provisions  below  and, thereafter, each  subsequent  period\n     commencing  on  the  last day of the  immediately  preceding\n     Interest  Period and ending on the last day  of  the  period\n     selected  by the Borrower pursuant to the provisions  below.\n     The duration of each such Interest Period shall be one, two,\n     three, six or, if generally available, twelve months as  the\n     Borrower  may, upon notice received by the Agent  not  later\n     than  1:00  P.M. (New York City time) on the third  Business\n     Day  prior to the first day of such Interest Period, select;\n     provided, however, that:\n\n                     (i)  Interest Periods commencing on the same\n          date  for Eurodollar Rate Advances comprising  part  of\n          the same Borrowing shall be of the same duration;\n\n                     (ii)  Whenever the last day of any  Interest\n          Period  would  otherwise occur on a day  other  than  a\n          Business  Day,  the  last day of such  Interest  Period\n          shall  be  extended  to occur on  the  next  succeeding\n          Business  Day,  provided, that if such extension  would\n          cause the last day of such Interest Period to occur  in\n          the next following calendar month, the last day of such\n          Interest  Period  shall  occur on  the  next  preceding\n          Business Day; and\n\n                    (iii)     The Borrower may not select for any\n          Advance  any  Interest  Period  which  ends  after  the\n          Termination Date.\n\n           \"Lenders\"  means  the Initial Lenders  listed  on  the\n     signature pages hereof and each Eligible Assignee that shall\n     become  a  party hereto pursuant to Section 8.07;  provided,\n     however, that for purposes of any determination to  be  made\n     under  Sections 2.07, 2.11, 2.12 or 8.04(b) with respect  to\n     CUSA  in its capacity as a Lender, \"Lender\" shall be  deemed\n     to include Citibank.\n\n           \"Lien\"  means  any lien, security interest,  or  other\n     charge  or  encumbrance of any kind, or any  other  type  of\n     preferential arrangement which has the same effect as a lien\n     or  security  interest, including, without  limitation,  any\n     conditional   sale   or  title  retention   agreement,   any\n     capitalized lease, and the filing of, or agreement to  give,\n     any financing statement under the Uniform Commercial Code or\n     comparable law of any jurisdiction, but excluding,  however,\n     (i)  materialmen's, suppliers', tax and other similar  liens\n     arising  in  the  ordinary course of business  and  securing\n     obligations which are not overdue or are being contested  in\n     good faith by appropriate proceedings, (ii) liens arising in\n     connection   with   workmen's   compensation,   unemployment\n     insurance,  and  appeal and release bonds, and  (iii)  liens\n     incurred   in  the  ordinary  course  of  business  securing\n     obligations  or  claims aggregating at any  time  less  than\n     $50,000,000.\n\n           \"Majority Lenders\" means at any time Lenders  owed  at\n     least  66 2\/3% of the then aggregate unpaid principal amount\n     of  the  Advances owing to Lenders, or, if no such principal\n     amount is then outstanding, Lenders having at least 66  2\/3%\n     of  the  Commitments (provided that, for  purposes  of  this\n     definition, neither the Borrower, nor any of its Affiliates,\n     if a Lender, shall be included in the Majority Lenders).\n\n            \"Material  Subsidiary\"  means  a  subsidiary  of  the\n     Borrower whose total assets exceed $50,000,000.\n\n          \"Moody's\" means Moody's Investors Service, Inc. and its\n     successors.\n\n           \"Multiemployer  Plan\" means a multiemployer  plan,  as\n     defined  in  Section  4001(a)(3)  of  ERISA,  to  which  the\n     Borrower  or  any ERISA Affiliate is making or  accruing  an\n     obligation to make contributions, or has within any  of  the\n     preceding  five plan years made or accrued an obligation  to\n     make contributions.\n\n           \"Multiple Employer Plan\" means a single employer plan,\n     as  defined  in Section 4001(a)(15) of ERISA,  that  (i)  is\n     maintained  for  employees  of the  Borrower  or  any  ERISA\n     Affiliate  and at least one Person other than  the  Borrower\n     and  its ERISA Affiliates or (ii) was so maintained  and  in\n     respect  of  which the Borrower or an ERISA Affiliate  could\n     have  liability under Section 4064 or 4069 of ERISA  in  the\n     event such plan has been or were to be terminated.\n\n           \"Notice  of  Borrowing\" has the meaning  specified  in\n     Section 2.02(a).\n\n           \"Person\" means an individual, partnership, corporation\n     (including  a  business trust), joint stock company,  trust,\n     unincorporated association, joint venture, or other  entity,\n     or  a  government  or  any political subdivision  or  agency\n     thereof.\n\n           \"Plan\"  means  a Single Employer Plan  or  a  Multiple\n     Employer Plan.\n\n           \"Reference  Banks\"  means Bank of  America  NT  &amp; SA,\n     Bankers  Trust  Company, Citibank and Morgan Guaranty  Trust\n     Company of New York.\n\n            \"Register\"  has  the  meaning  specified  in  Section\n     8.07(c).\n\n           \"S&amp;P\"  means Standard &amp; Poor's Ratings Group  and  its\n     successors.\n\n          \"Single Employer Plan\" means a single employer plan, as\n     defined  in  Section  4001(a)(15)  of  ERISA,  that  (i)  is\n     maintained  for  employees  of  the  Borrower  or  an  ERISA\n     Affiliate  and  no  Person other than the Borrower  and  its\n     ERISA Affiliates or (ii) was so maintained and in respect of\n     which  the  Borrower  or  an  ERISA  Affiliate  could   have\n     liability under Section 4069 of ERISA in the event such plan\n     has been or were to be terminated.\n\n           \"Termination  Date\" means, subject  to  Section  2.19,\n     February  15,  2000  or the earlier date of  termination  in\n     whole of the Commitments pursuant to Section 2.04 or 6.01.\n\n           \"United  States\" or \"U.S.\" each mean United States  of\n     America.\n\n            \"Withdrawal   Agreement\"  means   an   agreement   in\n     substantially the form of Exhibit E hereto.\n\n           \"Withdrawing Lender\" means each financial  institution\n     which   was   a  party  to  the  Existing  Credit  Agreement\n     immediately prior to the effectiveness of this Agreement but\n     is not a party to this Agreement, as identified in Exhibit E\n     hereto.\n\n      SECTION  1.02.   Computation  of  Time  Periods.   In  this\nAgreement  in the computation of periods of time from a specified\ndate  to a later specified date, the word \"from\" means \"from  and\nincluding\"  and  the words \"to\" and \"until\" each  means  \"to  but\nexcluding\".\n\n      SECTION 1.03.  Accounting Terms.  All accounting terms  not\nspecifically defined herein shall be construed in accordance with\ngenerally  accepted accounting principles consistent  with  those\napplied  in the preparation of the financial statements  referred\nto  in  Section  4.01(c)  dated  September  30,  1994;  provided,\nhowever, that if any changes in accounting principles from  those\nused  in  the preparation of such financial statements  hereafter\noccur  by  reason  of  the  promulgation of  rules,  regulations,\npronouncements, opinions or other requirements by  the  Financial\nAccounting Standards Board or the American Institute of Certified\nPublic  Accountants  (or  successors  thereto  or  agencies  with\nsimilar  functions)  and  result in a change  in  the  method  of\ncalculation  of financial covenants or the terms related  thereto\ncontained  in  this Agreement, the Borrower shall, at  Borrower's\noption, (i) furnish to the Agent, together with each delivery  of\nthe  consolidated, financial statements of the Borrower  and  its\nsubsidiaries  required  to  be  delivered  pursuant  to   Section\n5.01(f),  a  written reconciliation setting forth the differences\nthat  would have resulted if such financial statements  had  been\nprepared   utilizing  accounting  principles  and   policies   in\nconformity  with  those used to prepare the financial  statements\nreferred to in Section 4.01(c) dated September 30, 1994  or  (ii)\nenter  into negotiations with the Agent and the Lenders to  amend\nsuch  financial  covenants  or terms equitably  to  reflect  such\nchanges  so  that  the  criteria  for  evaluating  the  financial\ncondition of the Borrower and its subsidiaries shall be the  same\nafter  such  changes  as  if  such changes  had  not  been  made;\nprovided,  however, that at all times in the case of  clause  (i)\nabove,  and in the case of clause (ii) above until the  amendment\nreferred  to in such clause (ii) becomes effective, all covenants\nand related calculations under this Agreement shall be performed,\nobserved  and determined as though no such changes in  accounting\nprinciples had been made.\n\n\n                           ARTICLE II\n                AMOUNTS AND TERMS OF THE ADVANCES\n\n      SECTION 2.01.  The Advances.  Each Lender severally agrees,\non  the  terms  and  conditions hereinafter set  forth,  to  make\nAdvances  to  the Borrower from time to time on any Business  Day\nduring the period from the date hereof until the Termination Date\nin  an aggregate amount not to exceed at any time outstanding the\namount  set  opposite such Lender's name on the  signature  pages\nhereof  or,  if  such Lender has entered into any Assignment  and\nAcceptance, set forth for such Lender in the Register  maintained\nby  the Agent pursuant to Section 8.07(c), as such amount may  be\nreduced  pursuant  to Section 2.04 (such Lender's  \"Commitment\").\nEach  Borrowing  shall be in an aggregate amount  not  less  than\n$5,000,000  or  an  integral multiple  of  $1,000,000  in  excess\nthereof  and shall consist of Advances of the same Type  made  on\nthe same day by the Lenders ratably according to their respective\nCommitments.  Within the limits of each Lender's Commitment,  the\nBorrower may from time to time borrow, prepay pursuant to Section\n2.10 and reborrow under this Section 2.01.\n\n      SECTION  2.02.   Making the Advances.  (a)  Each  Borrowing\nshall be made on notice, given not later than 1:00 p.m. (New York\nCity  time)  on the Business Day prior to the date of a  proposed\nBorrowing  comprised  of  Base Rate Advances  and  on  the  third\nBusiness  Day prior to the date of a proposed Borrowing comprised\nof  Eurodollar Rate Advances, by the Borrower to the Agent, which\nshall  give  to each Lender prompt notice thereof by  telecopier,\ntelex  or  cable.  Each such notice of a Borrowing (a \"Notice  of\nBorrowing\")  shall  be  by telecopier,  telex  or  cable,  or  by\ntelephone, confirmed immediately by telecopier, telex  or  cable,\nin substantially the form of Exhibit A hereto, specifying therein\nthe  requested (i) date of such Borrowing, (ii) Type of  Advances\ncomprising  such  Borrowing,  (iii)  aggregate  amount  of   such\nBorrowing,  and  (iv)  in  the case of a Borrowing  comprised  of\nEurodollar Rate Advances, initial Interest Period for  each  such\nAdvance.   Each  Lender shall, before 1:00 p.m.  (New  York  City\ntime)  on  the  date  of such Borrowing, make available  for  the\naccount  of  its Applicable Lending Office to the  Agent  at  the\nAgent's Account, in same day funds, such Lender's ratable portion\nof  such Borrowing.  After the Agent's receipt of such funds  and\nupon  fulfillment  of  the  applicable conditions  set  forth  in\nArticle  III,  the  Agent will make such funds available  to  the\nBorrower at the office where the Agent's Account is maintained.\n\n     (b)  Anything in subsection (a) above or Section 2.01 to the\ncontrary  notwithstanding, the Borrower may not select Eurodollar\nRate  Advances for any Borrowing if the aggregate amount of  such\nBorrowing is less than $20,000,000.\n\n      (c)   Each  Notice  of Borrowing shall be  irrevocable  and\nbinding on the Borrower.  In the case of any Borrowing which  the\nrelated  Notice  of  Borrowing specifies is to  be  comprised  of\nEurodollar  Rate  Advances,  the Borrower  shall  indemnify  each\nLender  against any loss, cost or expense incurred by such Lender\nas  a  result  of  any failure to fulfill on or before  the  date\nspecified  in  such  Notice of Borrowing for such  Borrowing  the\napplicable  conditions  set  forth  in  Article  III,  including,\nwithout limitation, any loss, cost or expense incurred by  reason\nof  the  liquidation or reemployment of deposits or  other  funds\nacquired  by such Lender to fund the Advance to be made  by  such\nLender  as part of such Borrowing when such Advance, as a  result\nof such failure, is not made on such date.\n\n      (d)   Unless  the Agent shall have received notice  from  a\nLender  prior to the date of any Borrowing that such Lender  will\nnot make available to the Agent such Lender's ratable portion  of\nsuch  Borrowing, the Agent may assume that such Lender  has  made\nsuch portion available to the Agent on the date of such Borrowing\nin  accordance with subsection (a) of this Section 2.02  and  the\nAgent  may,  in reliance upon such assumption, make available  to\nthe  Borrower on such date a corresponding amount.  If and to the\nextent  that  such  Lender shall not have so  made  such  ratable\nportion available to the Agent, such Lender agrees to pay to  the\nAgent forthwith on demand such corresponding amount together with\ninterest thereon, for each day from the date such amount is  made\navailable to the Borrower until the date such amount is  paid  to\nthe Agent, at the Federal Funds Rate; provided, however, that (i)\nwithin two Business Days after any Lender shall fail to make such\nratable  portion available to the Agent, the Agent  shall  notify\nthe  Borrower of such failure and (ii) if such Lender  shall  not\npay  such  corresponding amount to the Agent within two  Business\nDays after such demand by the Agent, the Borrower agrees to repay\nto the Agent forthwith, upon demand by the Agent to the Borrower,\nsuch  corresponding  amount together with interest  thereon,  for\neach  day  from  the date such amount is made  available  to  the\nBorrower  until the date such amount is repaid to the  Agent,  at\nthe  interest rate applicable at the time to Advances  comprising\nsuch  Borrowing.  If and to the extent such corresponding  amount\nshall be paid by such Lender to the Agent in accordance with this\nSection  2.02(d),  such  amount so  paid  shall  constitute  such\nLender's Advance as part of such Borrowing for purposes  of  this\nAgreement.\n\n      (e)   The failure of any Lender to make the Advance  to  be\nmade  by it as part of any Borrowing shall not relieve any  other\nLender  of its obligation, if any, hereunder to make its  Advance\non the date of such Borrowing, but no Lender shall be responsible\nfor  the  failure of any other Lender to make the Advance  to  be\nmade by such other Lender on the date of any Borrowing.\n\n      SECTION 2.03.  Facility Fee.  The Borrower agrees to pay to\neach Lender a facility fee on the amount (whether used or unused)\nof  such Lender's Commitment from the Effective Date in the  case\nof  each Initial Lender and from the effective date specified  in\nthe  Assignment  and Acceptance pursuant to  which  it  became  a\nLender  in  the  case of each other Lender until the  Termination\nDate,  payable quarterly in arrears on the first Business Day  of\neach  January, April, July and October during the  term  of  such\nLender's  Commitment, commencing on July  3,  1995,  and  on  the\nTermination Date, at the rate per annum equal to the Facility Fee\nPercentage in effect from time to time.\n\n      SECTION  2.04.  Reduction of the Commitments.  The Borrower\nshall  have the right, upon at least three Business Days'  notice\nto the Agent, to terminate in whole or reduce ratably in part the\nunused  portions  of the respective Commitments of  the  Lenders,\nprovided  that  each partial reduction shall be in the  aggregate\namount  of  $5,000,000 or an integral multiple of  $1,000,000  in\nexcess thereof.\n\n      SECTION  2.05.  Repayment of Advances.  The Borrower  shall\nrepay  to  each  Lender  on the Termination  Date  the  aggregate\nprincipal amount of the Advances then owing to such Lender.\n\n       SECTION   2.06.   Interest  on  Advances.   (a)   Ordinary\nInterest.  The Borrower shall pay to each Lender interest on  the\nunpaid principal amount of each Advance owing to such Lender from\nthe  date  of such Advance until such principal amount  shall  be\npaid in full, at the following rates per annum:\n\n           (i)   Base Rate Advances.  During such periods as such\n     Advance  is a Base Rate Advance, a rate per annum  equal  at\n     all  times  to the remainder of (A) the Base Rate in  effect\n     from  time to time minus (B) the Facility Fee Percentage  in\n     effect  from time to time, payable quarterly in  arrears  on\n     the  first  Business Day of each January, April,  July,  and\n     October  during such periods and on the date such Base  Rate\n     Advance shall be Converted or paid in full.\n\n           (ii) Eurodollar Rate Advances.  During such periods as\n     such  Advance is a Eurodollar Rate Advance, a rate per annum\n     equal  at  all  times during each Interest Period  for  such\n     Advance  to the sum of the Eurodollar Rate for such Interest\n     Period  plus the Eurodollar Rate Margin in effect from  time\n     to time, payable in arrears on the last day of such Interest\n     Period  and, if such Interest Period has a duration of  more\n     than  three  months, on the date which occurs  three  months\n     and,  if  applicable, six months and nine months  after  the\n     first day of such Interest Period.\n\n      (b)  Default Interest.  The Borrower shall pay interest  on\nthe unpaid principal amount of each Advance that is not paid when\ndue  and  on  the unpaid amount of all interest, fees  and  other\namounts  payable hereunder that is not paid when due, payable  on\ndemand, at a rate per annum equal at all times to (i) in the case\nof any amount of principal, the greater of (x) 2% per annum above\nthe   rate  per  annum  required  to  be  paid  on  such  Advance\nimmediately prior to the date on which such amount became due and\n(y)  2% per annum above the Base Rate in effect from time to time\nand (ii) in the case of all other amounts, 2% per annum above the\nBase Rate in effect from time to time.\n\n      SECTION  2.07.   Additional  Interest  on  Eurodollar  Rate\nAdvances.  The Borrower shall pay to each Lender, so long as such\nLender  shall  be  required under regulations  of  the  Board  of\nGovernors of the Federal Reserve System to maintain reserves with\nrespect  to  liabilities  or assets consisting  of  or  including\nEurocurrency  Liabilities,  additional  interest  on  the  unpaid\nprincipal amount of each Eurodollar Rate Advance of such  Lender,\nfrom the date of such Advance until such principal amount is paid\nin  full, at an interest rate per annum equal at all times to the\nremainder obtained by subtracting (i) the Eurodollar Rate for the\nInterest  Period for such Advance from (ii) the rate obtained  by\ndividing such Eurodollar Rate by a percentage equal to 100% minus\nthe  Eurodollar Rate Reserve Percentage of such Lender  for  such\nInterest  Period,  payable  on each date  on  which  interest  is\npayable  on  such  Advance.  Such additional  interest  shall  be\ndetermined  by such Lender and notified in reasonable  detail  to\nthe Borrower through the Agent.\n\n      SECTION  2.08.   Interest  Rate  Determination.   (a)  Each\nReference  Bank agrees to furnish to the Agent timely information\nfor  the purpose of determining each Eurodollar Rate.  If any one\nor  more  of  the Reference Banks shall not furnish  such  timely\ninformation  to  the  Agent for the purpose of  determining  such\ninterest  rate, the Agent shall determine such interest  rate  on\nthe  basis  of  timely  information furnished  by  the  remaining\nReference Banks.\n\n      (b)  The Agent shall give prompt notice to the Borrower and\nthe  Lenders  of the applicable interest rate determined  by  the\nAgent  for  purposes  of  Section 2.06(a)(i)  or  (ii),  and  the\napplicable rate, if any, furnished by each Reference Bank for the\npurpose of determining the applicable interest rate under Section\n2.06(a)(ii).\n\n      (c)   If  fewer  than  two Reference Banks  furnish  timely\ninformation to the Agent for determining the Eurodollar Rate  for\nany  Eurodollar  Rate  Advances, (i) the  Agent  shall  forthwith\nnotify the Borrower and the Lenders that the interest rate cannot\nbe  determined for such Eurodollar Rate Advances, (ii) each  such\nAdvance  will automatically, on the last day of the then existing\nInterest Period therefor, Convert into a Base Rate Advance (or if\nsuch Advance is then a Base Rate Advance, will continue as a Base\nRate  Advance), and (iii) the obligation of the Lenders to  make,\nor  to  Convert Advances into, Eurodollar Rate Advances shall  be\nsuspended  until  the  Agent shall notify the  Borrower  and  the\nLenders that the circumstances causing such suspension no  longer\nexist.\n\n      (d)  If, with respect to any Eurodollar Rate Advances,  the\nMajority  Lenders notify the Agent that the Eurodollar  Rate  for\nany Interest Period for such Advances will not adequately reflect\nthe  cost to such Majority Lenders (which cost each such Majority\nLender  reasonably  determines in  good  faith  is  material)  of\nmaking,  funding or maintaining their respective Eurodollar  Rate\nAdvances  for such Interest Period, the Agent shall forthwith  so\nnotify  the  Borrower  and  the Lenders,  whereupon,  unless  the\nEurodollar  Rate Margin shall be increased to reflect such  costs\nas  determined  by  such Majority Lenders and as  agreed  by  the\nBorrower, (i) each Eurodollar Rate Advance will automatically, on\nthe  last  day  of  the then existing Interest  Period  therefor,\nConvert into a Base Rate Advance, and (ii) the obligation of  the\nLenders  to  make, or to Convert Advances into,  Eurodollar  Rate\nAdvances  shall  be  suspended until the Majority  Lenders  shall\nnotify the Agent, and the Agent shall notify the Borrower and the\nLenders, that the circumstances causing such suspension no longer\nexist.  The Agent shall use reasonable efforts to determine  from\ntime to time whether the circumstances causing such suspension no\nlonger  exist  and,  promptly after  the  Agent  knows  that  the\ncircumstances causing such suspension no longer exist, the  Agent\nshall so notify the Borrower and the Lenders.\n\n      (e)   If the Borrower shall fail to select the duration  of\nany   Interest  Period  for  any  Eurodollar  Rate  Advances   in\naccordance  with  the provisions contained in the  definition  of\n\"Interest  Period\" in Section 1.01, the Agent will  forthwith  so\nnotify  the  Borrower  and the Lenders  and  such  Advances  will\nautomatically,  on  the  last day of the then  existing  Interest\nPeriod therefor, Convert into Base Rate Advances.\n\n      (f)   On  the date on which the aggregate unpaid  principal\namount of Eurodollar Rate Advances comprising any Borrowing shall\nbe  reduced, by payment or prepayment or otherwise, to less  than\n$20,000,000,  such  Eurodollar Rate Advances shall  automatically\nConvert  into Base Rate Advances, and on and after such date  the\nright  of  the Borrower to Convert such Advances into  Eurodollar\nRate Advances shall terminate; provided, however, that if and  so\nlong  as  each such Eurodollar Rate Advance shall have  the  same\nInterest  Period  as Eurodollar Rate Advances comprising  another\nBorrowing  or  Borrowings,  and the  aggregate  unpaid  principal\namount of all such Eurodollar Rate Advances shall equal or exceed\n$20,000,000,  the Borrower shall have the right to  continue  all\nsuch Eurodollar Rate Advances as, or to Convert all such Advances\ninto, Eurodollar Rate Advances having such Interest Period.\n\n      SECTION  2.09.   Voluntary  Conversion  of  Advances.   The\nBorrower may on any Business Day, upon notice given to the  Agent\nnot later than 1:00 P.M. (New York City time) on the Business Day\nprior  to  the date of the proposed Conversion in the case  of  a\nConversion of Eurodollar Rate Advances to Base Rate Advances, and\nnot  later  than  1:00 P.M. (New York City  time)  on  the  third\nBusiness Day prior to the date of the proposed Conversion in  the\ncase  of  a  Conversion of Base Rate Advances to Eurodollar  Rate\nAdvances,  and  subject to the provisions of  Sections  2.08  and\n2.12,  Convert  all  Advances of one  Type  comprising  the  same\nBorrowing into Advances of another Type; provided, however,  that\nany  Conversion  of any Eurodollar Rate Advances into  Base  Rate\nAdvances  shall  be  made on, and only on, the  last  day  of  an\nInterest Period for such Eurodollar Rate Advances.  Promptly upon\nreceipt  from  the Borrower of a notice of a proposed  Conversion\nhereunder,   the  Agent  shall  give  notice  of  such   proposed\nConversion  to  each Lender.  Each such notice  of  a  Conversion\nshall,  within the restrictions specified above, specify (i)  the\ndate  of such Conversion, (ii) the Advances to be Converted,  and\n(iii)  if  such Conversion is into Eurodollar Rate Advances,  the\nduration  of  the  Interest Period for each  such  Advance.   The\nBorrower  may  Convert all Eurodollar Rate Advances  of  any  one\nLender into Base Rate Advances of such Lender in accordance  with\nthe  provisions of Section 2.12 by complying with the  procedures\nset  forth in this Section 2.09 as though each reference in  this\nSection 2.09 to Advances of any Type was to such Advances of such\nLender.\n\n      SECTION 2.10.  Prepayments of Advances.  The Borrower  may,\nupon  at least one Business Day's notice to the Agent in the case\nof  Borrowings consisting of Base Rate Advances and upon at least\nthree  Business  Days'  notice  to  the  Agent  in  the  case  of\nBorrowings  consisting of Eurodollar Rate Advances,  stating  the\nproposed  date and aggregate principal amount of the  prepayment,\nand  if  such  notice  is given the Borrower  shall,  prepay  the\noutstanding  principal amounts of the Advances constituting  part\nof  the same Borrowing in whole or ratably in part, together with\naccrued  interest to the date of such prepayment on the principal\namount   prepaid;  provided,  however,  that  (x)  each   partial\nprepayment  shall be in an aggregate principal  amount  not  less\nthan  $1,000,000 or an integral multiple of $1,000,000 in  excess\nthereof,  and  (y)  in  the  case of any  such  prepayment  of  a\nEurodollar  Rate  Advance, the Borrower  shall  be  obligated  to\nreimburse  the  Lenders in respect thereof  pursuant  to  Section\n8.04(b).\n\n      SECTION  2.11.   Increased Costs.  (a) If  after  the  date\nhereof,  due  to  either (i) the introduction of  or  any  change\n(other  than  any  change  by way of imposition  or  increase  of\nreserve  requirements  included in the  Eurodollar  Rate  Reserve\nPercentage) in or in the interpretation of any law or  regulation\nor  (ii)  the compliance with any hereafter promulgated guideline\nor  request from any central bank or other governmental authority\n(whether  or  not having the force of law), there  shall  be  any\nincrease  in  the  cost  (excluding any allocation  of  corporate\noverhead)  to  any  Lender  (which cost  such  Lender  reasonably\ndetermines  in  good faith is material) of agreeing  to  make  or\nmaking,  funding  or maintaining Eurodollar Rate  Advances,  then\nsuch  Lender  shall  so notify the Borrower promptly  after  such\nLender knows of such increased cost and determines that such cost\nis material and the Borrower shall from time to time, upon demand\nby  such Lender (with a copy of such demand to the Agent), pay to\nthe  Agent  for  the  account of such Lender  additional  amounts\nsufficient to compensate such Lender for such increased cost.   A\ncertificate  of  such Lender as to the amount of  such  increased\ncost  in reasonable detail and stating the basis upon which  such\namount  has  been  calculated and certifying that  such  Lender's\nmethod  of allocating such costs is fair and reasonable and  that\nsuch  Lender's demand for payment of such costs hereunder is  not\ninconsistent with its treatment of other borrowers  which,  as  a\ncredit  matter,  are substantially similar to  the  Borrower  and\nwhich  are  subject  to  similar  provisions,  submitted  to  the\nBorrower  and  the Agent by such Lender, shall be conclusive  and\nbinding for all purposes, absent manifest error.\n\n      (b)  If, after the date hereof, either (i) the introduction\nof or change in or in the interpretation of any law or regulation\nor   (ii)  the  compliance  by  any  Lender  with  any  hereafter\npromulgated guideline or request from any central bank  or  other\ngovernmental authority (whether or not having the force  of  law)\naffects  or  would  affect  the amount  of  capital  required  or\nexpected  to  be  maintained by such Lender  or  any  corporation\ncontrolling  such  Lender  and the  amount  of  such  capital  is\nmaterially  increased  by or based upon  the  existence  of  such\nLender's  commitment to lend hereunder and other  commitments  of\nthis  type,  then,  such  Lender shall  so  notify  the  Borrower\npromptly  after  such Lender makes such determination  and,  upon\ndemand  by such Lender (with a copy of such demand to the Agent),\nthe  Borrower shall pay to such Lender within five days from  the\ndate  of  such  demand, from time to time as  specified  by  such\nLender,  additional amounts sufficient to compensate such  Lender\nor  such corporation in the light of such circumstances,  to  the\nextent  that  such Lender reasonably determines such increase  in\ncapital  to  be  allocable  to  the existence  of  such  Lender's\ncommitment to lend hereunder.  A certificate of such Lender as to\nsuch amount in reasonable detail and stating the basis upon which\nsuch amount has been calculated and certifying that such Lender's\nmethod  of  allocating  such increase  of  capital  is  fair  and\nreasonable  and  that such Lender's demand for  payment  of  such\nincrease  of  capital  hereunder is  not  inconsistent  with  its\ntreatment  of  other  borrowers which, as a  credit  matter,  are\nsubstantially  similar to the Borrower and which are  subject  to\nsimilar  provisions, submitted to the Borrower and the  Agent  by\nsuch  Lender,  shall be conclusive and binding for all  purposes,\nabsent manifest error.\n\n      (c)   The Borrower shall not be obligated to pay under this\nSection  2.11  any amounts which relate to costs or increases  of\ncapital incurred prior to 12 months preceding the date of  demand\nfor payment, unless the applicable law, regulation, guideline  or\nrequest  resulting  in  such costs or  increases  of  capital  is\nimposed  retroactively.   In the case  of  any  law,  regulation,\nguideline  or request which is imposed retroactively, the  Lender\nmaking  demand for payment of any amount under this Section  2.11\nshall notify the Borrower not later than 12 months from the  date\nthat  such  Lender  should reasonably have  known  of  such  law,\nregulation, guideline or request and the Borrower's obligation to\ncompensate  such Lender for such amount is contingent  upon  such\nLender's  so notifying the Borrower, provided, however, that  any\nfailure  by  such Lender to provide such notice shall not  affect\nthe  Borrower's obligations under this Section 2.11 with  respect\nto  amounts resulting from costs or increases of capital incurred\nafter  the date which occurs 12 months before the date  on  which\nsuch  Lender  did  notify the Borrower of such  law,  regulation,\nguideline or request.\n\n      (d)   If any Lender shall subsequently recoup costs  (other\nthan  from  the  Borrower) for which such Lender has  theretofore\nbeen  compensated by the Borrower under this Section  2.11,  such\nLender   shall  remit  to  the  Borrower  the  amounts  of   such\nrecoupment.  Amounts required to be paid by the Borrower pursuant\nto  this  Section 2.11 shall be paid in addition to, and  without\nduplication  of,  any  amounts required to be  paid  pursuant  to\nSection 2.14.\n\n       SECTION  2.12.   Illegality.   Notwithstanding  any  other\nprovision of this Agreement, if any Lender shall notify the Agent\nthat   the   introduction  of  or  any  change  in  or   in   the\ninterpretation  of any law or regulation after  the  date  hereof\nmakes  it  unlawful,  or any central bank or  other  governmental\nauthority  asserts  that it is unlawful, for any  Lender  or  its\nEurodollar Lending Office to perform its obligations hereunder to\nmake  Eurodollar Rate Advances or to fund or maintain  Eurodollar\nRate  Advances  hereunder, (i) the obligation of such  Lender  to\nmake,  or  to  Convert Base Rate Advances into,  Eurodollar  Rate\nAdvances  shall be suspended until such Lender shall  notify  the\nAgent,  and  the Agent shall notify the Borrower  and  the  other\nLenders  (which  notice shall be given promptly after  the  Agent\nknows  that the circumstances causing such suspension  no  longer\nexist), that the circumstances causing such suspension no  longer\nexist  and (ii) the Borrower shall forthwith prepay in  full  all\nEurodollar   Rate  Advances  of  such  Lender  then  outstanding,\ntogether  with  interest accrued thereon,  unless  the  Borrower,\nwithin  five  Business  Days of notice  from  the  Agent  or,  if\npermitted by law, on and as of the last day of the then  existing\nInterest  Period for such Eurodollar Rate Advances, Converts  all\nEurodollar  Rate  Advances of such Lender then  outstanding  into\nBase Rate Advances in accordance with Section 2.09.\n\n      SECTION 2.13.  Payments and Computations.  (a) The Borrower\nshall make each payment hereunder not later than 11:00 A.M.  (New\nYork  City time) on the day when due in U.S. dollars to the Agent\nat  the  Agent's  Account  in same day  funds.   The  Agent  will\npromptly  thereafter cause to be distributed like funds  relating\nto  the payment of principal or interest or facility fees ratably\n(other  than  amounts payable pursuant to Section 2.07,  2.11  or\n2.14)  to  the  Lenders  for  the  account  of  their  respective\nApplicable  Lending  Offices, and  like  funds  relating  to  the\npayment of any other amount payable to any Lender to such  Lender\nfor the account of its Applicable Lending Office, in each case to\nbe  applied in accordance with the terms of this Agreement.  Upon\nits  acceptance of an Assignment and Acceptance and recording  of\nthe  information  contained therein in the Register  pursuant  to\nSection  8.07(d), from and after the effective date specified  in\nsuch Assignment and Acceptance, the Agent shall make all payments\nhereunder  in  respect of the interest assigned  thereby  to  the\nLender  assignee  thereunder, and the parties to such  Assignment\nand  Acceptance  shall make all appropriate adjustments  in  such\npayments  for  periods  prior  to such  effective  date  directly\nbetween themselves.\n\n      (b)   All  computations of interest based on the Base  Rate\nshall  be made by the Agent on the basis of a year of 365 or  366\ndays,  as the case may be, and all computations of interest based\non  the Eurodollar Rate or the Federal Funds Rate and of facility\nfees shall be made by the Agent, and all computations of interest\npursuant to Section 2.07 shall be made by a Lender, on the  basis\nof a year of 360 days, in each case for the actual number of days\n(including the first day but excluding the last day) occurring in\nthe  period for which such interest or facility fees are payable.\nEach determination by the Agent (or, in the case of Section 2.07,\nby  a  Lender) of an interest rate hereunder shall be  conclusive\nand binding for all purposes, absent manifest error.\n\n      (c)   Whenever any payment hereunder shall be stated to  be\ndue  on  a  day other than a Business Day, such payment shall  be\nmade  on the next succeeding Business Day, and such extension  of\ntime shall in such case be included in the computation of payment\nof  interest  or  facility fee, as the  case  may  be;  provided,\nhowever, if such extension would cause payment of interest on  or\nprincipal  of  Eurodollar Rate Advances to be made  in  the  next\nfollowing calendar month, such payment shall be made on the  next\npreceding Business Day.\n\n      (d)   Unless the Agent shall have received notice from  the\nBorrower  prior to the date on which any payment is  due  to  the\nLenders hereunder that the Borrower will not make such payment in\nfull,  the  Agent  may  assume that the Borrower  has  made  such\npayment  in full to the Agent on such date and the Agent may,  in\nreliance  upon  such  assumption, cause to  distributed  to  each\nLender  on such due date an amount equal to the amount  then  due\nsuch  Lender.  If and to the extent that the Borrower  shall  not\nhave so made such payment in full to the Agent, each Lender shall\nrepay to the Agent forthwith on demand such amount distributed to\nsuch Lender together with interest thereon, for each day from the\ndate  such  amount is distributed to such Lender until  the  date\nsuch Lender repays such amount to the Agent, at the Federal Funds\nRate.\n\n      SECTION  2.14.   Taxes.  (a) Any and all  payments  by  the\nBorrower  hereunder  shall be made, in  accordance  with  Section\n2.13,  free  and clear of and without deduction for any  and  all\npresent or future taxes, levies, imposts, deductions, charges  or\nwithholdings,   and   all  liabilities  with   respect   thereto,\nexcluding,  in  the  case of each Lender  and  the  Agent,  taxes\nimposed on its income, and franchise taxes imposed on it, by  the\njurisdiction under the laws of which such Lender or the Agent (as\nthe  case  may  be)  is  organized or any  political  subdivision\nthereof  and,  in the case of each Lender, taxes imposed  on  its\nincome, and franchise taxes imposed on it, by the jurisdiction of\nsuch   Lender's  Applicable  Lending  Office  or  any   political\nsubdivision  thereof or by any other jurisdiction in  which  such\nLender  or the Agent is doing business that is unrelated to  this\nAgreement   (all   such  non-excluded  taxes,  levies,   imposts,\ndeductions,   charges,   withholdings   and   liabilities   being\nhereinafter  referred to as \"Taxes\").  If the Borrower  shall  be\nrequired by law to deduct any Taxes from or in respect of any sum\npayable hereunder to any Lender or the Agent, (i) the sum payable\nshall  be increased as may be necessary so that after making  all\nrequired   deductions   (including   deductions   applicable   to\nadditional sums payable under this Section 2.14) such  Lender  or\nthe  Agent (as the case may be) receives an amount equal  to  the\nsum it would have received had no such deductions been made, (ii)\nthe  Borrower  shall make such deductions and (iii) the  Borrower\nshall  pay  the  full  amount deducted to the  relevant  taxation\nauthority or other authority in accordance with applicable law.\n\n      (b)  In addition, the Borrower agrees to pay any present or\nfuture stamp or documentary taxes or any other excise or property\ntaxes,  charges  or similar levies which arise from  any  payment\nmade  hereunder  or from the execution, delivery or  registration\nof,  or  otherwise  with respect to, this Agreement  (hereinafter\nreferred to as \"Other Taxes\").\n\n      (c)   The Borrower will indemnify each Lender and the Agent\nfor  the  full amount of Taxes or Other Taxes (including, without\nlimitation,  any Taxes or Other Taxes imposed by any jurisdiction\non  amounts payable under this Section 2.14) paid by such  Lender\nor  the  Agent (as the case may be) and any liability  (including\npenalties to the extent not imposed as a result of such  Lender's\nor  the  Agent's (as the case may be) gross negligence or willful\nmisconduct,  interest  and expenses) arising  therefrom  or  with\nrespect  thereto, whether or not such Taxes or Other  Taxes  were\ncorrectly  or  legally asserted.  This indemnification  shall  be\nmade  within 30 days from the date such Lender or the  Agent  (as\nthe case may be) makes written demand therefor.\n\n      (d)  Within 30 days after the date of any payment of Taxes,\nthe  Borrower will furnish to the Agent, at its address  referred\nto in Section 8.02, the original or a certified copy of a receipt\nevidencing payment thereof.\n\n      (e)  Each Lender that is not created or organized under the\nlaws of the United States or a political subdivision thereof  and\nthat  was  not  a  party to the Existing Credit  Agreement  shall\ndeliver to the Borrower and the Agent on or prior to the date  of\nits  execution  and delivery of this Agreement, and  each  Lender\nthat  is  not a party hereto on the date hereof shall deliver  to\nthe  Borrower and the Agent on or prior to the date on which such\nLender  becomes a Lender pursuant to Section 8.07 hereof, a  true\nand   accurate  certificate  executed  in  duplicate  by  a  duly\nauthorized officer of such Lender in substantially the  form  set\nout in Exhibit D-1 or D-2, as applicable, to the effect that such\nLender  is  eligible under the provisions of  an  applicable  tax\ntreaty  concluded  by  the  United  States  (in  which  case  the\ncertificate shall be accompanied by two executed copies  of  Form\n1001  (or  any  successor or substitute form  or  forms)  of  the\nInternal  Revenue Service (the \"IRS\") of the United  States),  or\nunder  Section 1441(c) or 1442 of the Internal Revenue  Code  (in\nwhich case the certificate shall be accompanied by two copies  of\nForm  4224 (or any successor or substitute form or forms) of  the\nIRS)  to  receive, as of the date hereof or as of the  date  such\nparty  becomes  a  Lender hereto pursuant  to  Section  8.07,  as\nappropriate, payments hereunder without deduction or  withholding\nof  United States federal income tax.  Each Lender further agrees\nto  deliver to the Borrower and the Agent from time to  time,  as\nreasonably  requested by the Borrower or the Agent,  and  in  any\ncase  before  or  promptly  upon the  occurrence  of  any  events\nrequiring  a  change  in  the most recent certificate  previously\ndelivered  pursuant to this Section 2.14(e), a true and  accurate\ncertificate executed in duplicate by a duly authorized officer of\nsuch Lender in substantially the form set out in Exhibit D-1 or D-\n2, as applicable.  Further, each Lender which delivers Exhibit D-\n1  agrees,  to  the extent permitted by law, to  deliver  to  the\nBorrower  and  the  Agent within 15 days  prior  to  every  third\nanniversary of the date of delivery of the initial Form  1001  by\nsuch  Lender  (or more often if required by law)  on  which  this\nAgreement is still in effect, two accurate and complete  original\nsigned  copies of Form 1001 (or any successor or substitute  form\nor  forms  required under the Code or the applicable  regulations\npromulgated thereunder) and such Exhibit D-1 and each Lender that\ndelivers  such Exhibit D-2 agrees to deliver to the Borrower  and\nthe  Agent, to the extent permitted by law, within 15 days  prior\nto  the  beginning of each subsequent taxable year of such Lender\n(or more often if required by law) during which this Agreement is\nstill in effect, two accurate and complete original signed copies\nof  IRS  Form 4224 (or any successor or substitute form or  forms\nrequired  under  the  Internal Revenue  Code  or  the  applicable\nregulations promulgated thereunder) and such Exhibit  D-2.   Each\nsuch certificate shall certify as to one of the following:\n\n           (i)   that such Lender is eligible to receive payments\n     hereunder without deduction or withholding of United  States\n     federal income tax;\n\n           (ii)  that  such  Lender is not  eligible  to  receive\n     payments  hereunder  without  deduction  or  withholding  of\n     United  States federal income tax as specified  therein  but\n     does  not  require additional payments therefor pursuant  to\n     Section  2.14(a) or (c) because it is eligible and  able  to\n     recover the full amount of any such deduction or withholding\n     from a source other than the Borrower; or\n\n           (iii)  that  such  Lender is not eligible  to  receive\n     payments  hereunder  without  deduction  or  withholding  of\n     United  States federal income tax as specified  therein  and\n     that  it is not eligible and able to recover the full amount\n     of the same from a source other than the Borrower.\n\nIf  any  form  or  document referred to in  this  subsection  (e)\nrequires  the  disclosure of information, other than  information\nnecessary to compute the tax payable and information required  on\nthe  date  hereof  by  IRS Form 1001 or  4224,  that  any  Lender\nreasonably  considers  to be confidential, such  Lender  promptly\nshall give notice thereof to the Borrower and the Agent and shall\nnot  be  obligated  to  include in such  form  or  document  such\nconfidential information, provided that such Lender certifies  to\nthe  Borrower  that  the  failure to disclose  such  confidential\ninformation  does not increase the obligations  of  the  Borrower\nunder this Section 2.14.\n\n      (f)   Without  prejudice  to  the  survival  of  any  other\nagreement   of   the  Borrower  hereunder,  the  agreements   and\nobligations of the Borrower contained in this Section 2.14  shall\nsurvive the payment in full of principal and interest until  such\ndate  that all applicable statutes of limitations (including  any\nextensions  thereof) have expired with respect to such agreements\nand obligations of the Borrower contained in this Section 2.14.\n\n     SECTION 2.15.  Sharing of Payments Etc.  If any Lender shall\nobtain  any payment (whether voluntary, involuntary, through  the\nexercise of any right of set-off, or otherwise) on account of the\nAdvances made by it (other than pursuant to Section 2.07, 2.11 or\n2.14)  in  excess of its ratable share of payments on account  of\nthe  Advances  obtained  by all the Lenders,  such  Lender  shall\nforthwith purchase from the other Lenders such participations  in\nthe  Advances  made by them as shall be necessary to  cause  such\npurchasing Lender to share the excess payment ratably  with  each\nof  them, provided, however, that if all or any portion  of  such\nexcess  payment  is  thereafter recovered  from  such  purchasing\nLender,  such  purchase from each Lender shall be  rescinded  and\nsuch  Lender  shall repay to the purchasing Lender  the  purchase\nprice  to  the  extent of such recovery together with  an  amount\nequal to such Lender's ratable share (according to the proportion\nof (i) the amount of such Lender's required repayment to (ii) the\ntotal  amount  so recovered from the purchasing  Lender)  of  any\ninterest or other amount paid or payable by the purchasing Lender\nin respect of the total amount so recovered.  The Borrower agrees\nthat any Lender so purchasing a participation from another Lender\npursuant  to  this  Section  2.15  may,  to  the  fullest  extent\npermitted  by law, exercise all its rights of payment  (including\nthe right of set-off) with respect to such participation as fully\nas if such Lender were the direct creditor of the Borrower in the\namount of such participation.\n\n      SECTION 2.16. Mandatory Assignment by a Lender; Mitigation.\nIf  any  Lender  requests  from the Borrower  either  payment  of\nadditional  interest  on  Eurodollar Rate  Advances  pursuant  to\nSection  2.07, or reimbursement for increased costs  pursuant  to\nSection  2.11, or payment of or reimbursement for Taxes  pursuant\nto  Section 2.14, or if any Lender notifies the Agent that it  is\nunlawful  for  such  Lender or its Eurodollar Lending  Office  to\nperform  its obligations hereunder pursuant to Section 2.12,  (i)\nsuch  Lender  will,  upon  three Business  Days'  notice  by  the\nBorrower  to  such  Lender  and the  Agent,  to  the  extent  not\ninconsistent with such Lender's internal policies, use reasonable\nefforts  to  make, fund or maintain its Eurodollar Rate  Advances\nthrough another Eurodollar Lending Office of such Lender  if  (A)\nas  a  result thereof the additional amounts required to be  paid\npursuant to Section 2.07, 2.11 or 2.14, as applicable, in respect\nof  such Eurodollar Rate Advances would be materially reduced  or\nthe provisions of Section 2.12 would not apply to such Lender, as\napplicable)  and (B) as determined by such Lender in  good  faith\nbut  in  its sole discretion, the making or maintaining  of  such\nEurodollar  Rate  Advances through such other Eurodollar  Lending\nOffice  would  not  otherwise materially  adversely  affect  such\nEurodollar  Rate  Advances or such Lender and  (ii)  unless  such\nLender  has  theretofore taken steps to remove or cure,  and  has\nremoved or cured, the conditions creating such obligation to  pay\nsuch additional amounts or the circumstances described in Section\n2.12, the Borrower may designate an Eligible Assignee to purchase\nfor  cash (pursuant to an Assignment and Acceptance) all, but not\nless than all, of the Advances then owing to such Lender and such\nLender's  rights  and  obligations  hereunder  related  to   such\nAdvances, without recourse to or warranty by, or expense to, such\nLender,  for a purchase price equal to the outstanding  principal\namount  of each such Advance then owing to such Lender  plus  any\naccrued but unpaid interest thereon, and a proportionate part  of\naccrued  but  unpaid  facility fee,  expense  reimbursements  and\nindemnities in respect of that Lender's Commitment hereunder.\n\n      SECTION  2.17.   Evidence of Debt.  (a) Each  Lender  shall\nmaintain  in  accordance with its usual practice  an  account  or\naccounts  evidencing  the indebtedness of the  Borrower  to  such\nLender resulting from each Advance owing to such Lender from time\nto  time, including the amounts of principal and interest payable\nand  paid  to  such  Lender from time  to  time  hereunder.   The\nBorrower  agrees that upon notice by any Lender to  the  Borrower\n(with  a copy of such notice to the Agent) to the effect  that  a\npromissory note or other evidence of indebtedness is required  or\nappropriate  in  order for such Lender to evidence  (whether  for\npurposes of pledge, enforcement or otherwise) the Advances  owing\nto,  or  to be made by, such Lender, the Borrower shall  promptly\nexecute  and  deliver to such Lender a promissory note  or  other\nevidence  of  indebtedness,  in  form  and  substance  reasonably\nsatisfactory  to  the Borrower and such Lender,  payable  to  the\norder of such Lender in a principal amount equal to the aggregate\nprincipal  amount  of  the Advances then owing  to  such  Lender;\nprovided,  however,  that  the execution  and  delivery  of  such\npromissory note or other evidence of indebtedness shall not be  a\ncondition  precedent  to  the making of any  Advance  under  this\nAgreement.\n\n      (b)   The  Register  maintained by the  Agent  pursuant  to\nSection 8.07(c) shall include a control account, and a subsidiary\naccount for each Lender, in which accounts (taken together) shall\nbe  recorded  (i)  the  date and amount of  each  Borrowing  made\nhereunder, the Type of Advances comprising such Borrowing and the\nInterest  Period  applicable thereto,  (ii)  the  terms  of  each\nAssignment and Acceptance delivered to and accepted by it,  (iii)\nthe  amount  of any principal or interest due and payable  or  to\nbecome   due  and  payable  from  the  Borrower  to  each  Lender\nhereunder, and (iv) the amount of any sum received by  the  Agent\nfrom the Borrower hereunder and each Lender's share thereof.\n\n      (c) Entries made in good faith by the Agent in the Register\npursuant  to  subsection (b) above, and by  each  Lender  in  its\naccount  or accounts pursuant to subsection (a) above,  shall  be\nprima facie evidence of the amount of principal and interest  due\nand payable or to become due and payable from the Borrower to, in\nthe  case of the Register, each Lender and, in the case  of  such\naccount  or  accounts, such Lender, under this Agreement,  absent\nmanifest error; provided, however, that the failure of the  Agent\nor  such Lender to make an entry, or any finding that an entry is\nincorrect, in the Register or such account or accounts shall  not\nlimit  or otherwise affect the obligations of the Borrower  under\nthis Agreement.\n\n      SECTION  2.18.   Use  of Proceeds.   The  proceeds  of  the\nAdvances  shall  be available (and the Borrower  agrees  that  it\nshall  use such proceeds) (i) to support the obligations  of  the\nBorrower  in  respect of commercial paper issued by the  Borrower\nand (ii) for general corporate purposes of the Borrower.\n\n     SECTION 2.19.  Extension of Termination Date.  (a)  At least\n45  but not more than 75 days prior to the next Anniversary Date,\nthe  Borrower, by written notice to the Agent, may  request  that\nthe  Termination Date be extended one calendar year from its then\ncurrent  scheduled expiration.  The Agent shall  promptly  notify\neach  Lender of such request, and each Lender shall in turn,  not\nlater  than  15 days prior to such next Anniversary Date,  notify\nthe  Borrower and the Agent in writing as to whether such  Lender\nwill consent to such extension.\n      (b)   If any Lender shall fail to notify the Agent and  the\nBorrower  in writing of its consent to such request at  least  15\ndays  prior  to the next Anniversary Date, such Lender  shall  be\ndeemed  to have not consented to such request.  Any nonconsenting\nLender  will,  upon  not  less than three  Business  Days'  prior\nwritten  notice  by the Borrower to such Lender  and  the  Agent,\nassign  to  an Eligible Assignee which shall have been designated\nby  the  Borrower in such notice and which shall have  agreed  to\naccept  such assignment and to consent to the requested extension\nof  the  Termination  Date,  all  of  such  Lender's  rights  and\nobligations  hereunder, without recourse to or  warranty  by,  or\nexpense to, such Lender, for a cash purchase price equal  to  the\noutstanding principal amount of each Advance then owing  to  such\nLender  plus  any  accrued but unpaid interest  thereon,  plus  a\nproportionate  part  of  any accrued  but  unpaid  facility  fee,\nexpense  reimbursements  and  indemnities  in  respect  of   that\nLender's Commitment hereunder and any other amounts then due  and\npayable to such Lender hereunder.\n\n      (c)   If  all  of the Lenders (after giving effect  to  any\nassignments pursuant to subsection (b) above) consent in  writing\nto  a  requested  extension  not  later  than  the  Business  Day\nimmediately preceding such Anniversary Date, the Agent  shall  so\nadvise  the Borrower and the Lenders, the Termination Date  shall\nbe  so  extended  for such one calendar year, and all  references\nherein, and in any promissory note executed and delivered by  the\nBorrower  pursuant  to Section 2.17 hereof, to  the  \"Termination\nDate\" shall refer to the Termination Date as so extended.  If any\nLender  (after  giving  effect  to any  assignments  pursuant  to\nsubsection  (b)  above)  shall not so consent  in  writing,  such\nLender  shall  be deemed not to have consented to such  requested\nextension and the Termination Date shall not be so extended.\n\n      SECTION  2.20.   Withdrawing Lenders.  Each Initial  Lender\nconsents  to  the  effectiveness of the Withdrawal  Agreement  in\naccordance with the terms thereof.\n                                \n                                \n                           ARTICLE III\n             CONDITIONS OF EFFECTIVENESS AND LENDING\n\n      SECTION 3.01.  Condition Precedent to Effectiveness of this\nAgreement.   This  Agreement shall become  effective  as  of  the\nEffective  Date, subject to the satisfaction on  or  before  such\ndate of the following conditions precedent:\n\n      (a)   the  Agent  shall have received  the  following:  (i)\ncounterparts of this Agreement executed by the Borrower and  each\nLender (or, as to any of the Lenders, advice satisfactory to  the\nAgent  that  such  Lenders have executed  this  Agreement);  (ii)\ncertified copies of the resolutions of the Board of Directors  of\nthe Borrower or the Executive Committee of such Board authorizing\nthe execution and delivery of this Agreement; (iii) a certificate\nof  the  Secretary  or  an Assistant Secretary  of  the  Borrower\ncertifying  the  name and true signature of the  officer  of  the\nBorrower  executing  this Agreement on its behalf;  and  (iv)  an\nopinion  of counsel to the Borrower in substantially the form  of\nExhibit C hereto;\n\n      (b)   the  Agent  shall have received counterparts  of  the\nWithdrawal   Agreement  executed  by  the   Borrower   and   each\nWithdrawing Lender;\n\n      (c)   the  Borrower shall have paid or prepaid any Advances\noutstanding  on  the  Effective Date under  the  Existing  Credit\nAgreement, together with accrued interest thereon and any amounts\npayable  in connection with such prepayment under Section 8.04(b)\nthereof;\n\n      (d)   the Borrower shall have paid all facility fees  under\nSection  2.03  of  the Existing Credit Agreement  to  the  extent\naccrued and unpaid through the Effective Date.\n\n      SECTION 3.02.  Conditions Precedent to Each Borrowing.  The\nobligation  of each Lender to make an Advance on the occasion  of\neach Borrowing (including the initial Borrowing) shall be subject\nto  the  further conditions precedent that on the  date  of  such\nBorrowing the following statements shall be true (and each of the\ngiving  of  the applicable Notice of Borrowing and the acceptance\nby   the  Borrower  of  the  proceeds  of  such  Borrowing  shall\nconstitute a representation and warranty by the Borrower that  on\nthe date of such Borrowing such statements are true):\n\n     (a)  The representations and warranties contained in Section\n4.01  are correct in all material respects on and as of the  date\nof  such  Borrowing,  before  and after  giving  effect  to  such\nBorrowing  and  to the application of the proceeds therefrom,  as\nthough  made  on and as of such date (except to the  extent  that\nsuch  representations and warranties relate to an  earlier  date,\nwhich representations and warranties were correct in all material\nrespects on and as of such earlier date), and\n\n      (b)   No  event  has occurred and is continuing,  or  would\nresult  from  such  Borrowing  or from  the  application  of  the\nproceeds  therefrom,  which constitutes an Event  of  Default  or\nwould constitute an Event of Default but for the requirement that\nnotice be given or time elapse or both.\n\n\n                           ARTICLE IV\n                 REPRESENTATIONS AND WARRANTIES\n\n       SECTION  4.01.   Representations  and  Warranties  of  the\nBorrower.  The Borrower represents and warrants as follows:\n\n      (a)   The Borrower is a corporation duly organized, validly\nexisting  and  in good standing under the laws of  the  State  of\nDelaware and is duly qualified and in good standing as a  foreign\ncorporation authorized to do business in each jurisdiction (other\nthan  the jurisdiction of its incorporation) in which the  nature\nof  its activities or the character of the properties it owns  or\nleases  makes  such  qualification necessary  and  in  which  the\nfailure so to qualify would have a material adverse effect on the\nfinancial  condition  or  operations  of  the  Borrower  and  its\nsubsidiaries taken as a whole.\n\n     (b)  The execution, delivery and performance by the Borrower\nof  this  Agreement  are within the Borrower's corporate  powers,\nhave been duly authorized by all necessary corporate action,  and\ndo  not contravene (i) the Borrower's charter or by-laws or  (ii)\nany  law,  rule,  regulation, order, writ, judgment,  injunction,\ndecree,  determination  or award or any  contractual  restriction\nbinding  on  or  affecting  the  Borrower;  no  authorization  or\napproval or other action by, and no notice to or filing with, any\ngovernmental authority or regulatory body is required for the due\nexecution,  delivery  and performance by  the  Borrower  of  this\nAgreement;  and  this Agreement is the legal, valid  and  binding\nobligation  of the Borrower enforceable against the  Borrower  in\naccordance  with  its  terms, subject to  applicable  bankruptcy,\nreorganization, insolvency, moratorium or similar laws  affecting\ncreditors' rights generally and general principles of equity.\n\n      (c)   The Borrower's most recent annual report on Form 10-K\ncontaining the consolidated balance sheet of the Borrower and its\nsubsidiaries, and the related consolidated statements  of  income\nand of cash flows of the Borrower and its subsidiaries, copies of\nwhich have been furnished to each Lender prior to the date hereof\nor  pursuant  to Section 5.01(f), fairly present the consolidated\nfinancial  condition of the Borrower and its subsidiaries  as  at\nthe  date  of such balance sheet and the consolidated results  of\noperations  of the Borrower and its subsidiaries for  the  fiscal\nyear  ended  on  such  date,  all in  accordance  with  generally\naccepted accounting principles consistently applied.\n\n      (d)   There  is no pending or to the Borrower's  knowledge,\nthreatened claim, action or proceeding affecting the Borrower  or\nany  of  its subsidiaries, which could reasonably be expected  to\nadversely  affect  the financial condition or operations  of  the\nBorrower  and  its subsidiaries taken as a whole or  which  could\nreasonably  be  expected  to  affect the  legality,  validity  or\nenforceability   of  this  Agreement;  and  to   the   Borrower's\nknowledge,  the  Borrower  and  each  of  its  subsidiaries  have\ncomplied, and are in compliance, with all applicable laws, rules,\nregulations,  permits,  orders, consent  decrees  and  judgments,\nexcept  for  matters which have not, and would not reasonably  be\nexpected  to  have, a material adverse effect  on  the  financial\ncondition  or  operations of the Borrower  and  its  subsidiaries\ntaken as a whole.\n\n     (e)  The Borrower and its ERISA Affiliates have not incurred\nand  are  not reasonably expected to incur any material liability\nin  connection  with their Single Employer or  Multiple  Employer\nPlans, other than ordinary liabilities for benefits; neither  the\nBorrower  nor  any ERISA Affiliate has incurred or is  reasonably\nexpected  to incur any material withdrawal liability (as  defined\nin   Part  I  of  Subtitle  E  of  Title  IV  of  ERISA)  to  any\nMultiemployer Plan; and no Multiemployer Plan of the Borrower  or\nany   ERISA   Affiliate  is  reasonably   expected   to   be   in\nreorganization or to be terminated, within the meaning  of  Title\nIV of ERISA.\n\n     SECTION 4.02.  Additional Representation and Warranty of the\nBorrower.   The  Borrower represents and warrants solely  on  the\ndate of this Agreement (and at no subsequent time) that as of the\ndate of this Agreement, except as disclosed in periodic and other\nreports  filed  by the Borrower and its subsidiaries  during  the\nperiod  from  December 31, 1994 to and including the date  hereof\npursuant to Section 13 of the Securities Exchange Act of 1934, as\namended, copies of which have been furnished to the Agent,  there\nhas  been  no material adverse change in the business,  financial\ncondition, or operations of the Borrower since December 31, 1994.\n\n\n                            ARTICLE V\n                    COVENANTS OF THE BORROWER\n\n      SECTION  5.01.   Affirmative Covenants.   So  long  as  any\nAdvance  shall  remain  unpaid  or  any  Lender  shall  have  any\nCommitment  hereunder,  the Borrower will,  unless  the  Majority\nLenders shall otherwise consent in writing:\n\n      (a)   Compliance with Laws Etc.  Comply, and cause each  of\nits  subsidiaries  to comply, in all material respects  with  all\napplicable  laws,  rules, regulations, permits,  orders,  consent\ndecrees   and   judgments  binding  on  the  Borrower   and   its\nsubsidiaries  the  failure with which  to  comply  would  have  a\nmaterial  adverse effect on the financial condition or operations\nof the Borrower and its subsidiaries taken as a whole.\n\n      (b)   Payment of Taxes Etc.  Pay and discharge,  and  cause\neach  of  its subsidiaries to pay and discharge, before the  same\nshall  become delinquent, if the failure to so pay and  discharge\nwould  have a material adverse effect on the financial  condition\nor  operations of the Borrower and its subsidiaries  taken  as  a\nwhole  (i)  all  taxes, assessments and governmental  charges  or\nlevies  imposed upon it or upon its property, and (ii) all lawful\nclaims  which,  if unpaid, will by law become  a  Lien  upon  its\nproperty;  provided, however, that neither the Borrower  nor  any\nsubsidiary  shall be required to pay or discharge any  such  tax,\nassessment,  charge  or claim which is being  contested  in  good\nfaith  and  by  proper  proceedings and as to  which  appropriate\nreserves\nare being maintained as may be required by GAAP.\n\n      (c)  Preservation of Corporate Existence, Etc.  Subject  to\nSection  5.02(a), preserve and maintain its corporate  existence,\nrights (charter and statutory) and franchises; provided, however,\nthat the Borrower shall not be required to preserve any right  or\nfranchise  if  the loss thereof does not have a material  adverse\neffect  on the financial condition or operations of the  Borrower\nand its subsidiaries taken as a whole.\n\n     (d)  Maintenance of Interest Coverage Ratio.  Maintain as of\nthe  last  day of each fiscal quarter of the Borrower a ratio  of\n(i)  Consolidated EBIT for the period of four consecutive  fiscal\nquarters of the Borrower ending with such fiscal quarter to  (ii)\nConsolidated Interest Expense for such period, of not  less  than\n3.0 to 1.0.\n\n      (e)   Maintenance  of Unencumbered Assets  Coverage  Ratio.\nMaintain   a  ratio  of  Consolidated  Unencumbered   Assets   to\nConsolidated Adjusted Indebtedness of not less than 1.3 to 1.0.\n\n      (f)   Reporting Requirements.  Furnish to the Agent,  which\nshall furnish to the Lenders:\n\n           (i)   as soon as available and in any event within  50\n     days  after  the end of each of the first three quarters  of\n     each  fiscal year of the Borrower, the Borrower's  quarterly\n     report  to  shareholders  on Form 10-Q  as  filed  with  the\n     Securities and Exchange Commission (the \"SEC\") containing  a\n     consolidated   balance  sheet  of  the  Borrower   and   its\n     subsidiaries  as of the end of such quarter and consolidated\n     statements  of income and of cash flows of the Borrower  and\n     its subsidiaries for the period commencing at the end of the\n     previous  fiscal  year  and ending  with  the  end  of  such\n     quarter, and a certificate of any of the Borrower's Chairman\n     of  the  Board  of  Directors,  President,  Chief  Financial\n     Officer,  Treasurer, Assistant Treasurer or  Controller  (i)\n     stating  that  no  Event of Default, or  event  which,  with\n     notice or lapse of time, or both, would constitute an  Event\n     of   Default,  has  occurred  and  is  continuing  and  (ii)\n     containing a schedule which shall set forth the computations\n     used  by  the  Borrower in determining compliance  with  the\n     covenants contained in Sections 5.01(d) and 5.01(e);\n\n           (ii)  as  soon as soon as available and in  any  event\n     within  100  days after the end of each fiscal year  of  the\n     Borrower,  a  copy  of  the  Borrower's  annual  report   to\n     shareholders on Form 10-K as filed with the SEC,  containing\n     consolidated  financial  statements  for  such  year  and  a\n     certificate of any of the Borrower's Chairman of  the  Board\n     of Directors, President, Chief Financial Officer, Treasurer,\n     Assistant Treasurer or Controller (i) stating that no  Event\n     of default, or event which, with notice or lapse of time, or\n     both, would constitute an Event of Default, has occurred and\n     is continuing and (ii) containing a schedule which shall set\n     forth  the  computations used by the Borrower in determining\n     compliance with the covenants contained in Sections  5.01(d)\n     and 5.01(e);\n\n           (iii)      promptly after the Borrower obtains  actual\n     knowledge  of  the occurrence of each Event of Default,  and\n     each  event which with the giving of notice or lapse of time\n     or both would constitute an Event of Default, a statement of\n     any  of  the  Borrower's Chairman of the Board of Directors,\n     President,  Chief  Financial Officer,  Treasurer,  Assistant\n     Treasurer or Controller setting forth details of such  Event\n     of   Default  or  event  continuing  on  the  date  of  such\n     statement, and the action which the Borrower has  taken  and\n     proposes to take with respect thereto;\n\n          (iv) promptly after the commencement thereof, notice of\n     any  actions,  suits  and proceedings before  any  court  or\n     governmental  department, commission, board, bureau,  agency\n     or  instrumentality,  domestic  or  foreign,  affecting  the\n     Borrower or any subsidiary of the type described in  Section\n     4.01(d);\n\n            (v)   promptly  after  the  Borrower  obtains  actual\n     knowledge   thereof,  written  notice  of  any  pending   or\n     threatened Environmental Claim against the Borrower  or  any\n     of  its  subsidiaries or any of their respective  properties\n     which  could reasonably be expected to materially  adversely\n     affect the financial condition or operations of the Borrower\n     and its subsidiaries taken as a whole;\n\n            (vi)  promptly  after  the  Borrower  obtains  actual\n     knowledge  of the occurrence of any ERISA Event which  could\n     reasonably  be expected to materially adversely  affect  the\n     financial  condition or operations of the Borrower  and  its\n     subsidiaries  taken as a whole, a statement of  any  of  the\n     Borrower's  Chairman  of the Board of Directors,  President,\n     Chief  Financial Officer, Treasurer, Assistant Treasurer  or\n     Controller  describing such ERISA Event and the  action,  if\n     any,  which the Borrower has taken and proposes to take with\n     respect thereto;\n\n            (vii)      promptly  after  receipt  thereof  by  the\n     Borrower  or  any  ERISA Affiliate from  the  sponsor  of  a\n     Multiemployer  Plan, a copy of each notice received  by  the\n     Borrower   or  any  ERISA  Affiliate  concerning   (A)   the\n     imposition of withdrawal liability (as defined in Part I  of\n     Subtitle  E  of Title IV of ERISA) by a Multiemployer  Plan,\n     which  withdrawal liability could reasonably be expected  to\n     materially  adversely  affect  the  financial  condition  or\n     operations of the Borrower and its subsidiaries taken  as  a\n     whole,  (B)  the reorganization or termination,  within  the\n     meaning  of  Title  IV of ERISA, of any Multiemployer  Plan,\n     which  reorganization  or termination  could  reasonably  be\n     expected   to  materially  adversely  affect  the  financial\n     condition or operations of the Borrower and its subsidiaries\n     taken as a whole or (C) the amount of liability incurred, or\n     which  may  be  incurred,  by  the  Borrower  or  any  ERISA\n     Affiliate  in connection with any event described in  clause\n     (A) or (B) above; and\n\n           (viii)     such other material information  reasonably\n     related  to any Lender's credit analysis of the Borrower  or\n     any  of its subsidiaries as any Lender through the Agent may\n     from time to time reasonably request.\n\n      SECTION  5.02.  Negative Covenant.  So long as any  Advance\nshall  remain  unpaid  or any Lender shall  have  any  Commitment\nhereunder, the Borrower will not, without the written consent  of\nthe Majority Lenders:\n\n      (a)   Mergers, Etc.  Merge or consolidate with or into,  or\nconvey, transfer, lease or otherwise dispose of (whether  in  one\ntransaction  or in a series of transactions) all or substantially\nall of the assets of the Borrower and its subsidiaries taken as a\nwhole  (whether now owned or hereafter acquired) to, any  Person,\nor  permit  any of its subsidiaries to do so, unless  immediately\nafter  giving effect to such proposed transaction,  no  Event  of\nDefault  or  event which, with the giving of notice or  lapse  of\ntime,  or both, would constitute an Event of Default would  exist\nand  in  the case of any such merger to which the Borrower  is  a\nparty,  the  Borrower is the surviving corporation or the  Person\ninto  which  the Borrower shall be merged or formed by  any  such\nconsolidation shall be a corporation organized and existing under\nthe  laws  of  the United States or any State thereof  and  shall\nassume  the  Borrower's obligations hereunder in an agreement  or\ninstrument reasonably satisfactory in form and substance  to  the\nMajority Lenders.\n\n\n                           ARTICLE VI\n                       EVENTS OF DEFAULT\n\n      SECTION  6.01.  Events of Default.  If any of the following\nevents (\"Events of Default\") shall occur and be continuing:\n\n      (a)   The Borrower shall fail to pay any principal  of  any\nAdvance  when  the same becomes due and payable; or the  Borrower\nshall fail to pay any interest on any Advance or any fee or other\namount  payable under this Agreement, in each case  within  three\nBusiness  Days  after such interest, fee or other amount  becomes\ndue and payable; or\n\n      (b)   Any  representation or warranty made by the  Borrower\nherein  or by the Borrower (or any of its officers) delivered  in\nwriting  and  identified  as delivered in  connection  with  this\nAgreement  shall  prove to have been incorrect  in  any  material\nrespect when made; or\n\n      (c)   The  Borrower shall fail to perform  or  observe  any\ncovenant  contained  in  Section 5.01(d) or  Section  5.01(e)  or\nSection 5.01(f)(iii) or Section 5.02; or\n\n     (d)  The Borrower shall fail to perform or observe any other\nterm,  covenant or agreement contained in this Agreement  on  its\npart  to  be  performed or observed if the failure to perform  or\nobserve  such  other  term, covenant or  agreement  shall  remain\nunremedied  for 30 days after written notice thereof  shall  have\nbeen given to the Borrower by the Agent or any Lender; or\n\n      (e)  The Borrower or any of its subsidiaries shall fail  to\npay any principal of or premium or interest on any Debt which  is\noutstanding in a principal amount of at least $100,000,000 in the\naggregate (but excluding Debt arising hereunder) of the  Borrower\nor  such  subsidiary (as the case may be), when the same  becomes\ndue   and   payable  (whether  by  scheduled  maturity,  required\nprepayment, acceleration, demand or otherwise), and such  failure\n(i)  shall  continue after the applicable grace period,  if  any,\nspecified  in the agreement or instrument relating to  such  Debt\nand  (ii) shall not have been cured or waived; or any other event\nshall  occur  or  condition shall exist under  any  agreement  or\ninstrument relating to any such Debt and shall continue after the\napplicable  grace period, if any, specified in such agreement  or\ninstrument,  if  the  effect of such event  or  condition  is  to\naccelerate,  or  to permit the acceleration of, the  maturity  of\nsuch  Debt;  or  any such Debt shall be declared to  be  due  and\npayable,  or  required to be prepaid (other than by  a  regularly\nscheduled  required prepayment), redeemed, purchased or defeased,\nor  an  offer  to prepay, redeem, purchase or defease  such  Debt\nshall  be  required to be made, in each case prior to the  stated\nmaturity thereof; or\n\n      (f)  The Borrower or any of its Material Subsidiaries shall\ngenerally  not pay its debts as such debts become due,  or  shall\nadmit  in  writing its inability to pay its debts  generally,  or\nshall make a general assignment for the benefit of creditors;  or\nany proceeding shall be instituted by or against the Borrower  or\nany  of  its  Material Subsidiaries seeking to  adjudicate  it  a\nbankrupt  or  insolvent,  or  seeking  liquidation,  winding  up,\nreorganization, arrangement, adjustment, protection,  relief,  or\ncomposition  of  it  or  its  debts under  any  law  relating  to\nbankruptcy, insolvency or reorganization or relief of debtors, or\nseeking the entry of an order for relief or the appointment of  a\nreceiver, trustee, custodian or other similar official for it  or\nfor  substantially all of its property and, in the  case  of  any\nsuch proceeding instituted against it (but not instituted by it),\neither such proceeding shall remain undismissed or unstayed for a\nperiod  of  60  days,  or  any  of the  actions  sought  in  such\nproceeding (including, without limitation, the entry of an  order\nfor  relief  against, or the appointment of a receiver,  trustee,\ncustodian  or  other  similar  official  for,  it  or   for   any\nsubstantial part of its property) shall occur; or the Borrower or\nany  of its Material Subsidiaries shall take any corporate action\nto  authorize  any  of  the  actions  set  forth  above  in  this\nsubsection (f); or\n\n      (g)   Any money judgment, writ or warrant of attachment  or\nsimilar  process  against  the  Borrower,  any  of  its  Material\nSubsidiaries or any of their respective assets involving  in  any\ncase  an  amount  in excess of $50,000,000 is entered  and  shall\nremain undischarged, unvacated, unbonded or unstayed for a period\nof 30 days or in any case within five days of any pending sale or\ndisposition of any asset pursuant to any such process;\n\nthen,  and in any such event, the Agent (i) shall at the request,\nor  may  with the consent, of the Majority Lenders, by notice  to\nthe  Borrower,  declare the obligation of  each  Lender  to  make\nAdvances  to  be  terminated, whereupon the same shall  forthwith\nterminate,  and  (ii)  shall at the  request,  or  may  with  the\nconsent,  of  the  Majority Lenders, by notice to  the  Borrower,\ndeclare  the Advances, all interest thereon and all other amounts\npayable  under  this Agreement to be forthwith due  and  payable,\nwhereupon  the Advances, all such interest and all  such  amounts\nshall   become   and  be  forthwith  due  and  payable,   without\npresentment, demand, protest or further notice of any  kind,  all\nof  which  are hereby expressly waived by the Borrower; provided,\nhowever,  that in the event of an actual or deemed  entry  of  an\norder  for relief with respect to the Borrower under the  Federal\nBankruptcy  Code,  (A)  the obligation of  each  Lender  to  make\nAdvances  shall automatically be terminated and (B) the Advances,\nall such interest and all such amounts shall automatically become\nand  be due and payable, without presentment, demand, protest  or\nnotice  of any kind, all of which are hereby expressly waived  by\nthe Borrower.\n\n\n                          ARTICLE VII\n                           THE AGENT\n\n     SECTION 7.01.  Authorization and Action.  Each Lender hereby\nappoints and authorizes the Agent to take such action as agent on\nits  behalf  and to exercise such powers under this Agreement  as\nare  delegated  to the Agent by the terms hereof,  together  with\nsuch  powers  as are reasonably incidental thereto.   As  to  any\nmatters  not expressly provided for by this Agreement (including,\nwithout  limitation, enforcement of this Agreement or  collection\nof the Advances), the Agent shall not be required to exercise any\ndiscretion or take any action, but shall be required to act or to\nrefrain from acting (and shall be fully protected in so acting or\nrefraining  from  acting) upon the instructions of  the  Majority\nLenders, and such instructions shall be binding upon all Lenders;\nprovided, however, that the Agent shall not be required  to  take\nany action which exposes the Agent to personal liability or which\nis  contrary  to  this Agreement or applicable  law.   The  Agent\nagrees to give to each Lender prompt notice of each notice  given\nto it by the Borrower pursuant to the terms of this Agreement.\n\n      SECTION 7.02.  Agent's Reliance Etc.  Neither the Agent nor\nany  of  its  directors, officers, agents or employees  shall  be\nliable to any Lender for any action taken or omitted to be  taken\nby  it or them under or in connection with this Agreement, except\nfor  its  or  their  own gross negligence or willful  misconduct.\nWithout limitation of the generality of the foregoing, the Agent:\n(i) may treat the Lender which made any Advance as the holder  of\nthe Debt resulting therefrom until the Agent receives and accepts\nan  Assignment  and Acceptance entered into by  such  Lender,  as\nassignor,  and an Eligible Assignee, as assignee, as provided  in\nSection  8.07;  (ii)  may consult with legal  counsel  (including\ncounsel  for  the  Borrower), independent public accountants  and\nother  experts  selected by it and shall not be  liable  for  any\naction  taken  or  omitted to be taken in good  faith  by  it  in\naccordance  with  the  advice  of such  counsel,  accountants  or\nexperts; (iii) makes no warranty or representation to any  Lender\nand  shall  not be responsible to any Lender for any  statements,\nwarranties or representations (whether written or oral)  made  in\nor  in  connection with this Agreement; (iv) shall not  have  any\nduty  to  ascertain  or  to  inquire as  to  the  performance  or\nobservance of any of the terms, covenants or conditions  of  this\nAgreement on the part of the Borrower or to inspect the  property\n(including the books and records) of the Borrower; (v) shall  not\nbe  responsible  to  any Lender for the due execution,  legality,\nvalidity,  enforceability, genuineness, sufficiency or  value  of\nthis  Agreement or any instrument or document furnished  pursuant\nhereto; and (vi) shall incur no liability under or in respect  of\nthis Agreement by acting upon any notice, consent, certificate or\nother   instrument  or  writing  (which  may  be  by  telecopier,\ntelegram, cable or telex) believed by it to be genuine and signed\nor sent by the proper party or parties.\n\n      SECTION  7.03.  CUSA and Affiliates.  With respect  to  its\nCommitment and the Advances made by it, CUSA shall have the  same\nrights  and  powers under this Agreement as any other Lender  and\nmay  exercise the same as though it were not the Agent;  and  the\nterm  \"Lender\"  or  \"Lenders\" shall, unless  otherwise  expressly\nindicated, include CUSA in its individual capacity.  CUSA and its\nAffiliates  may  accept  deposits from, lend  money  to,  act  as\ntrustee   under   indentures   of,  accept   investment   banking\nengagements  from, and generally engage in any kind  of  business\nwith,  the  Borrower, any of its subsidiaries and any Person  who\nmay  do  business with or own securities of the Borrower  or  any\nsuch  subsidiary, all as if CUSA were not the Agent  and  without\nany duty to account therefor to the Lenders.\n\n       SECTION  7.04.   Lender  Credit  Decision.   Each   Lender\nacknowledges that it has, independently and without reliance upon\nthe  Agent  or  any  other  Lender and  based  on  the  financial\nstatements  referred  to  in  Section  4.01(c)  and  such   other\ndocuments and information as it has deemed appropriate, made  its\nown  credit  analysis and decision to enter into this  Agreement.\nEach  Lender  also  acknowledges that it will, independently  and\nwithout reliance upon the Agent or any other Lender and based  on\nsuch  documents  and information as it shall deem appropriate  at\nthe time, continue to make its own credit decisions in taking  or\nnot taking action under this Agreement.\n\n      SECTION  7.05.   Indemnification.   The  Lenders  agree  to\nindemnify  the  Agent  (to  the  extent  not  reimbursed  by  the\nBorrower), ratably according to the respective principal  amounts\nof  Advances then owing to each of them (or if no Advances are at\nthe time outstanding or if any Advances are then owing to Persons\nwhich  are  not  Lenders,  ratably according  to  the  respective\namounts  of  their  Commitments), from and against  any  and  all\nliabilities,  obligations, losses, damages,  penalties,  actions,\njudgments, suits, costs, expenses or disbursements of any kind or\nnature  whatsoever  which  may be imposed  on,  incurred  by,  or\nasserted against the Agent in any way relating to or arising  out\nof  this  Agreement or any action taken or omitted by  the  Agent\nunder this Agreement, provided that no Lender shall be liable for\nany  portion  of such liabilities, obligations, losses,  damages,\npenalties,   actions,  judgments,  suits,  costs,   expenses   or\ndisbursements  resulting  from the Agent's  gross  negligence  or\nwillful  misconduct.  Without limitation of the  foregoing,  each\nLender agrees to reimburse the Agent promptly upon demand for its\nratable share of any out-of-pocket expenses (including reasonable\ncounsel  fees)  incurred  by the Agent  in  connection  with  the\npreparation,  execution, delivery, administration,  modification,\namendment or enforcement (whether through negotiations, legal  or\nbankruptcy  proceedings  or otherwise) of,  or  legal  advice  in\nrespect  of rights or responsibilities under, this Agreement,  to\nthe extent that the Agent is not reimbursed for such expenses  by\nthe Borrower.\n\n     SECTION 7.06.  Successor Agent.  The Agent may resign at any\ntime  by  giving  written notice thereof to the Lenders  and  the\nBorrower  and  such  resignation  shall  be  effective  upon  the\nappointment  of a successor Agent as provided herein.   Upon  any\nsuch  resignation, the Majority Lenders shall have the  right  to\nappoint a successor Agent.  If no successor Agent shall have been\nso  appointed  by the Majority Lenders, and shall  have  accepted\nsuch  appointment,  within  30 days after  the  retiring  Agent's\ngiving of notice of resignation, then the retiring Agent may,  on\nbehalf  of the Lenders, appoint a successor Agent.  Any successor\nAgent appointed hereunder shall be a commercial bank organized or\nlicensed  under  the laws of the United States or  of  any  State\nthereof, or an Affiliate of such bank, having a combined  capital\nand surplus of at least $500,000,000.  Upon the acceptance of any\nappointment  as  Agent  hereunder  by  a  successor  Agent,  such\nsuccessor Agent shall thereupon succeed to and become vested with\nall  the rights, powers, discretion, privileges and duties of the\nretiring  Agent, and the retiring Agent shall be discharged  from\nits  duties  and  obligations under this  Agreement.   After  any\nretiring  Agent's resignation hereunder as Agent, the  provisions\nof  this Article VII shall inure to its benefit as to any actions\ntaken or omitted to be taken by it while it was Agent under  this\nAgreement.\n\n\n                          ARTICLE VIII\n                         MISCELLANEOUS\n\n      SECTION 8.01.  Amendments, Etc.  No amendment or waiver  of\nany provision of this Agreement, nor consent to any departure  by\nthe  Borrower  therefrom, shall in any event be effective  unless\nthe  same shall be in writing and signed by the Majority Lenders,\nand  then such waiver or consent shall be effective only  in  the\nspecific  instance and for the specific purpose for which  given;\nprovided,  however, that no amendment, waiver or  consent  shall,\nunless  in writing and signed by all the Lenders, do any  of  the\nfollowing:  (a) waive any of the conditions specified in  Section\n3.01  or  3.02,  (b) increase the Commitments of the  Lenders  or\nsubject the Lenders to any additional obligations, (c) reduce the\nprincipal  of, or interest on, the Advances or the facility  fees\npayable hereunder, (d) postpone any date fixed for any payment of\nprincipal  of,  or  interest on, the  Advances,  (e)  change  the\npercentage  of  the  Commitments  or  of  the  aggregate   unpaid\nprincipal  amount  of Advances, or the number of  Lenders,  which\nshall  be  required for the Lenders or any of them  to  take  any\naction  hereunder or (f) amend this Section 8.01;  and  provided,\nfurther,  that no amendment, waiver or consent shall,  unless  in\nwriting  and  signed  by  the Agent in addition  to  the  Lenders\nrequired  above to take such action, affect the rights or  duties\nof the Agent under this Agreement.\n\n       SECTION  8.02.   Notices,  Etc.   All  notices  and  other\ncommunications  provided  for  hereunder  shall  be  in   writing\n(including telecopier, telegraphic, telex or cable communication)\nand   mailed,   telecopied,  telegraphed,  telexed,   cabled   or\ndelivered, if to the Borrower, at its address at:\n\n                         The Walt Disney Company\n                         500 South Buena Vista Street\n                         Burbank, California 91521\n                         Attention:  Mr. Edward Philip\n                         Telecopy Number: (818) 563-1682\n\nif  to  any  Initial  Lender,  at  its  Domestic  Lending  Office\nspecified opposite its name on Schedule I hereto; if to any other\nLender,  at  its  Domestic  Lending  Office  specified   in   the\nAssignment and Acceptance pursuant to which it became  a  Lender;\nif to the Agent, at its address at:\n\n                         Citicorp USA, Inc.\n                         One Court Square\n                         Long Island City, New York 11120\n                         Attention: Jeff Stern\n                         Telecopy Number: (718) 248-4844\nwith a copy to:\n\n                         Citicorp Securities, Inc.\n                         One Sansome Street\n                         San Francisco, CA  94104\n                         Attention: Mark Wilson\n                         Telecopy Number: (415) 433-0344\n\nor,  as  to  each  party,  at  such other  address  as  shall  be\ndesignated  by  such  party  in a written  notice  to  the  other\nparties.  All such notices and communications shall, when mailed,\ntelecopied,  telegraphed, telexed or cabled,  be  effective  when\ndeposited  in  the mails, telecopied, delivered to the  telegraph\ncompany, confirmed by telex answerback or delivered to the  cable\ncompany, respectively, except that notices and communications  to\nthe  Agent  pursuant to Article II or VII shall not be  effective\nuntil received by the Agent.\n\n      SECTION 8.03.  No Waiver; Remedies.  No failure on the part\nof  any  Lender  or  the  Agent to  exercise,  and  no  delay  in\nexercising,  any  right  hereunder  shall  operate  as  a  waiver\nthereof;  nor shall any single or partial exercise  of  any  such\nright  preclude  any  other or further exercise  thereof  or  the\nexercise  of  any other right.  The remedies herein provided  are\ncumulative and not exclusive of any remedies provided by law.\n\n      SECTION 8.04.  Costs and Expenses.  (a) The Borrower agrees\nto  pay  within  five  Business Days of  demand  all  actual  and\nreasonable  costs  and  expenses,  if  any  (including,   without\nlimitation, actual and reasonable counsel fees and expenses),  of\nthe  Agent  and  each Lender in connection with  the  enforcement\n(whether  through  legal  proceedings  or  otherwise)   of   this\nAgreement and the other instruments and documents to be delivered\nhereunder, including, without limitation, reasonable counsel fees\nand  expenses in connection with the enforcement of rights  under\nthis Section 8.04(a).\n\n      (b)  If any payment of principal of, or Conversion of,  any\nEurodollar Rate Advance is made other than on the last day of the\nInterest  Period for such Advance, as a result of  a  payment  or\nConversion  pursuant  to Section 2.08(f) or acceleration  of  the\nmaturity  of  the Advances pursuant to Section 6.01  or  for  any\nother  reason  (other  than by reason of a  payment  pursuant  to\nSection  2.12), the Borrower shall, within five Business Days  of\ndemand  by any Lender (with a copy of such demand to the  Agent),\npay to such Lender any amounts required to compensate such Lender\nfor  any  additional  losses, costs  or  expenses  which  it  may\nreasonably  incur  as  a  result of such payment  or  Conversion,\nincluding, without limitation, any loss, cost or expense incurred\nby reason of the liquidation or reemployment of deposits or other\nfunds acquired by such Lender to fund or maintain such Advance.\n\n      SECTION  8.05.  Right of Set-off.  Upon (i) the  occurrence\nand  during the continuance of any Event of Default and (ii)  the\nmaking of the request or the granting of the consent specified by\nSection  6.01 to authorize the Agent to declare the Advances  due\nand  payable  pursuant to the provisions of  Section  6.01,  each\nLender  (and, in the case of CUSA, Citibank) is hereby authorized\nat  any  time  and  from  time to time,  to  the  fullest  extent\npermitted  by  law,  to set off and apply any  and  all  deposits\n(general  or special, time or demand, provisional or  final,  but\nexcluding trust accounts) at any time held and other indebtedness\nat  any  time  owing by such Lender (and, in the  case  of  CUSA,\nCitibank)  to  or for the credit or the account of  the  Borrower\nagainst  any  and all of the obligations of the Borrower  now  or\nhereafter  existing  under this Agreement, whether  or  not  such\nLender  shall  have made any demand under this  Agreement.   Each\nLender agrees promptly to notify the Borrower after any such set-\noff  and  application  made  by such Lender,  provided  that  the\nfailure to give such notice shall not affect the validity of such\nset-off  and application.  The rights of each Lender  under  this\nSection  are in addition to other rights and remedies (including,\nwithout  limitation, other rights of set-off) which  such  Lender\nmay have.\n\n      SECTION 8.06.  Binding Effect.  This Agreement shall become\neffective in accordance with the provisions of Section 3.01,  and\nthereafter shall be binding upon and inure to the benefit of  the\nBorrower,   the  Agent  and  each  Lender  and  their  respective\nsuccessors and permitted assigns, except that the Borrower  shall\nnot have the right to assign its rights hereunder or any interest\nherein without the prior written consent of the Lenders.\n\n      SECTION  8.07.  Assignments and Participations.   (a)  Each\nLender  may and, if requested by the Borrower upon notice by  the\nBorrower  delivered  to  such Lender and the  Agent  pursuant  to\nclause (ii) of Section 2.16, will, assign to one or more Eligible\nAssignees  all  or a portion of its rights and obligations  under\nthis  Agreement (including, without limitation, all or a  portion\nof  its  Commitment  and  the Advances owing  to  it);  provided,\nhowever,  that (i) each such assignment shall be of  a  constant,\nand not a varying, percentage of all rights and obligations under\nthis  Agreement,  (ii)  the  amount  of  the  Commitment  of  the\nassigning  Lender being assigned pursuant to each such assignment\n(determined as of the date of the Assignment and Acceptance  with\nrespect  to  such  assignment) shall in no  event  be  less  than\n$5,000,000,  (iii) each such assignment shall be to  an  Eligible\nAssignee,  and  (iv)  the parties to each such  assignment  shall\nexecute  and  deliver  to  the  Agent,  for  its  acceptance  and\nrecording in the Register, an Assignment and Acceptance, together\nwith  a  processing  and recordation fee of  $2,000.   Upon  such\nexecution, delivery, acceptance and recording, from and after the\neffective  date specified in each Assignment and Acceptance,  (x)\nthe  assignee  thereunder shall be a party  hereto  and,  to  the\nextent  that rights and obligations hereunder have been  assigned\nto it pursuant to such Assignment and Acceptance, have the rights\nand obligations of a Lender hereunder and (y) the Lender assignor\nthereunder  shall,  to  the extent that  rights  and  obligations\nhereunder  have  been assigned by it pursuant to such  Assignment\nand Acceptance, relinquish its rights (other than any rights such\nLender  assignor may have under Sections 2.14 and  8.08)  and  be\nreleased from its obligations under this Agreement (and,  in  the\ncase  of  an  Assignment  and  Acceptance  covering  all  or  the\nremaining portion of an assigning Lender's rights and obligations\nunder  this  Agreement, such Lender shall cease  to  be  a  party\nhereto).\n\n       (b)   By  executing  and  delivering  an  Assignment   and\nAcceptance,  the  Lender  assignor thereunder  and  the  assignee\nthereunder  confirm to and agree with each other  and  the  other\nparties  hereto  as follows: (i) other than as provided  in  such\nAssignment  and  Acceptance,  such  assigning  Lender  makes   no\nrepresentation  or  warranty and assumes no  responsibility  with\nrespect to any statements, warranties or representations made  in\nor  in connection with this Agreement or the execution, legality,\nvalidity,  enforceability, genuineness, sufficiency or  value  of\nthis  Agreement or any instrument or document furnished  pursuant\nhereto;  (ii)  such  assigning Lender makes no representation  or\nwarranty  and  assumes  no responsibility  with  respect  to  the\nfinancial  condition  of  the  Borrower  or  the  performance  or\nobservance  by the Borrower of any of its obligations under  this\nAgreement  or  any  instrument  or  document  furnished  pursuant\nhereto; (iii) such assignee confirms that it has received a  copy\nof   this  Agreement,  together  with  copies  of  the  financial\nstatements referred to in Section 4.01(c) and\nsuch other documents and information as it has deemed appropriate\nto  make its own credit analysis and decision to enter into  such\nAssignment and Acceptance; (iv) such assignee will, independently\nand without reliance upon the Agent, such assigning Lender or any\nother  Lender and based on such documents and information  as  it\nshall  deem  appropriate at the time, continue to  make  its  own\ncredit  decisions  in  taking or not  taking  action  under  this\nAgreement;  (v)  such assignee confirms that it  is  an  Eligible\nAssignee; (vi) such assignee appoints and authorizes the Agent to\ntake  such  action  as agent on its behalf and to  exercise  such\npowers under this Agreement as are delegated to the Agent by  the\nterms  hereof,  together  with  such  powers  as  are  reasonably\nincidental thereto; and (vii) such assignee agrees that  it  will\nperform  in  accordance with their terms all of  the  obligations\nwhich by the terms of this Agreement are required to be performed\nby it as a Lender.\n\n      (c)  The Agent shall maintain at its address referred to in\nSection  8.02 a copy of each Assignment and Acceptance  delivered\nto  and accepted by it and a register for the recordation of  the\nnames  and  addresses of the Lenders and the Commitment  of,  and\nprincipal amount of the Advances owing to, each Lender from  time\nto  time (the \"Register\").  The entries in the Register shall  be\nconclusive  and binding for all purposes, absent manifest  error,\nand the Borrower, the Agent and the Lenders may treat each Person\nwhose name is recorded in the Register as a Lender hereunder  for\nall  purposes of this Agreement.  The Register shall be available\nfor  inspection  by the Borrower or any Lender at any  reasonable\ntime and from time to time upon reasonable prior notice.\n\n      (d)   Upon  its  receipt  of an Assignment  and  Acceptance\nexecuted by an assigning Lender and an assignee representing that\nit  is  an Eligible Assignee, the Agent shall, if such Assignment\nand  Acceptance  has been completed and is in  substantially  the\nform  of  Exhibit  B  hereto,  (i)  accept  such  Assignment  and\nAcceptance, (ii) record the information contained therein in  the\nRegister and (iii) give prompt notice thereof to the Borrower.\n\n      (e)   Each  Lender may sell participations to one  or  more\nbanks  or other entities in or to all or a portion of its  rights\nand   obligations   under  this  Agreement  (including,   without\nlimitation,  all or a portion of its Commitment and the  Advances\nowing   to   it);  provided,  however,  that  (i)  such  Lender's\nobligations  under this Agreement (including, without limitation,\nits Commitment to the Borrower hereunder) shall remain unchanged,\n(ii)  such  Lender shall remain solely responsible to  the  other\nparties hereto for the performance of such obligations, (iii) the\nBorrower, the Agent and the other Lenders shall continue to  deal\nsolely  and  directly  with such Lender in connection  with  such\nLender's  rights and obligations under this Agreement,  and  (iv)\nsuch  Lender shall not agree in any participation agreement  with\nany participant or proposed participant to obtain the consent  of\nsuch  participant before agreeing to the amendment,  modification\nor  waiver  of any of the terms of this Agreement, consenting  to\nany  action or failure to act by the Borrower or any other party,\nor  exercising any rights it may have in respect thereof,  unless\nsuch  amendment, modification, waiver, consent or exercise  would\n(i)  increase  the amount of such participant's portion  of  such\nLender's Commitment, (ii) reduce the principal amount of or  rate\nof  interest on the Advances or any fee or other amounts  payable\nhereunder to which such participant would be entitled to  receive\na share under such participation agreement, or (iii) postpone any\ndate  fixed  for any payment of principal of or interest  on  the\nAdvances  or any fee or other amounts payable hereunder to  which\nsuch  participant would be entitled to receive a share under such\nparticipation agreement payable under this Agreement.\n\n      (f)   Any Lender may, in connection with any assignment  or\nparticipation or proposed assignment or participation pursuant to\nthis  Section  8.07, disclose to the assignee or  participant  or\nproposed assignee or participant, any information relating to the\nBorrower furnished to such Lender by or on behalf of the Borrower\nin  writing and directly related to the transactions contemplated\nhereunder;  provided  that, prior to  any  such  disclosure,  the\nassignee or participant or proposed assignee or participant shall\nagree   to  preserve  the  confidentiality  of  any  confidential\ninformation  relating to the Borrower received by  it  from  such\nLender.\n\n      (g)  No participation or assignment hereunder shall be made\nin  violation of the Securities Act of 1933, as amended from time\nto time, or any applicable state securities laws, and each Lender\nhereby  represents  that it will make any  Advance  for  its  own\naccount  in  the ordinary course of its business and not  with  a\nview to the public distribution or sale thereof.\n\n       (h)    Anything   in  this  Agreement  to   the   contrary\nnotwithstanding,  any Lender may at any time  create  a  security\ninterest in all or any portion of its rights under this Agreement\n(including, without limitation, the Advances owing to it) and any\npromissory  notes  or other evidences of indebtedness  issued  to\nsuch  Lender  hereunder in favor of any Federal Reserve  Bank  in\naccordance  with  Regulation A of the Board of Governors  of  the\nFederal  Reserve  System (or any successor  regulation)  and  the\napplicable operating circular of such Federal Reserve Bank.\n\n      SECTION  8.08.   Indemnification.  The Borrower  agrees  to\nindemnify and hold harmless the Agent and each Lender and each of\ntheir   Affiliates  and  their  respective  officers,  directors,\nemployees,  agents  and advisors (each, an  \"Indemnified  Party\")\nfrom and against any and all claims, damages, losses, liabilities\nand  expenses (including, without limitation, reasonable fees and\nexpenses of counsel) that may be incurred by or asserted  against\nany  Indemnified  Party,  in  each case  arising  out  of  or  in\nconnection  with  or  by  reason of, or in  connection  with  the\npreparation  for a defense of, any investigation,  litigation  or\nproceeding  (whether  or  not an Indemnified  Party  is  a  party\nthereto)  arising  out of, related to or in connection  with  the\nCommitments hereunder or the Advances made pursuant hereto or any\ntransactions  done  in  connection herewith,  including,  without\nlimitation, any transaction in which any proceeds of the Advances\nare,   or   are  proposed,  to  be  applied  (collectively,   the\n\"Indemnified Matters\"); provided that the Borrower shall have  no\nobligation to any Indemnified Party under this Section 8.08  with\nrespect to (i) matters for which such Indemnified Party has  been\ncompensated pursuant to any other provision of this Agreement  or\n(ii)  Indemnified  Matters  caused  by  or  resulting  from   the\nintentional  wrongful act or gross negligence of such Indemnified\nParty.   If any action is brought against any Indemnified  Party,\nsuch  Indemnified  Party shall promptly notify  the  Borrower  in\nwriting of the institution of such action and the Borrower  shall\nthereupon  have the right, at its option, to elect to assume  the\ndefense  of  such  action.  If the Borrower so elects,  it  shall\npromptly  assume  the  defense  of  such  action,  including  the\nemployment   of   counsel  (reasonably   satisfactory   to   such\nIndemnified  Party)  and payment of expenses.   Such  Indemnified\nParty shall have the right to employ its or their own counsel  in\nany such case, but the fees and expenses of such counsel shall be\nat   the  expense  of  such  Indemnified  Party  unless  (i)  the\nemployment of such counsel shall have been authorized in  writing\nby  the Borrower in connection with the defense of such action or\n(ii)  the  Borrower  shall  not have  properly  employed  counsel\nreasonably satisfactory to such Indemnified Party to have  charge\nof  the  defense  of  such action, in which case  such  fees  and\nexpenses  shall  be  paid by the Borrower.  If  such  Indemnified\nParty  shall have reasonably concluded (based upon the advice  of\ncounsel)   that  the  representation  by  one  counsel   of   the\nIndemnified Party and the Borrower creates a conflict of interest\nfor  such  counsel,  the reasonable fees  and  expenses  of  such\ncounsel shall be borne by the Borrower and the Borrower shall not\nhave the right to direct the defense of such action on behalf  of\nthe  Indemnified Party (but shall retain the right to direct  the\ndefense  of such action on behalf of the Borrower).  Anything  in\nthis  Section 8.08 to the contrary notwithstanding, the  Borrower\nshall  not be liable for the fees and expenses of more  than  one\ncounsel for any Indemnified Party in any jurisdiction as  to  any\nIndemnified  Matter  or  for any settlement  of  any  Indemnified\nMatter effected without its written consent.  All Obligations  of\nthe Borrower under this Section 8.08 shall survive the making and\nrepayment of the Advances and the termination of this Agreement.\n\n      SECTION  8.09.  Confidentiality.  Subject to the provisions\nof  Section  8.07(f), each Lender shall, and shall  instruct  its\nAffiliates,  successors, assigns, advisors, officers,  employees,\ndirectors, agents, legal counsel and other professional  advisors\n(the  \"Informed  Parties\")  to, hold  all  nonpublic  information\nobtained  pursuant  to  this Agreement  in  accordance  with  its\ncustomary  procedures  for handling confidential  information  of\nthis  nature  and  in  accordance with  safe  and  sound  banking\npractices  and  in  any  event  may  make  disclosure  reasonably\nrequired  by a bona fide transferee or participant in  connection\nwith the contemplated transfer or participation or to an Informed\nParty agreeing to hold such nonpublic information as confidential\nor  as  required  or  requested by law  or  to  any  governmental\nauthority or representative thereof or pursuant to legal process;\nprovided that unless specifically prohibited by applicable law or\ncourt order, each Lender shall notify the Borrower of any request\nby  any  governmental authority or representative thereof  (other\nthan  any such request in connection with an examination  of  the\nfinancial   condition  of  such  Lender  by   such   governmental\nauthority) for disclosure of any such nonpublic information prior\nto disclosure of such information; and further, provided, that in\nno  event shall any Lender be obligated or required to return any\nmaterials furnished by the Borrower.\n\n      SECTION  8.10.   Consent  to Jurisdiction  and  Service  of\nProcess.   All judicial proceedings brought against the  Borrower\nwith  respect  to  this  Agreement or  any  instrument  or  other\ndocuments  delivered hereunder may be brought  in  any  state  or\nfederal  court in the Borough of Manhattan in the  State  of  New\nYork,  and  by  execution  and delivery of  this  Agreement,  the\nBorrower   accepts,  for  itself  and  in  connection  with   its\nproperties,   generally  and  unconditionally,  the  nonexclusive\njurisdiction of the aforesaid courts, and irrevocably  agrees  to\nbe  bound  by  any final judgment rendered thereby in  connection\nwith this Agreement or any instrument or other document delivered\nhereunder  from which no appeal has been taken or  is  available.\nThe  Borrower agrees to receive service of process  in  any  such\nproceeding  in any such court at its office at 114 Fifth  Avenue,\nNew York, New York 10011 (or at such other address in the Borough\nof  Manhattan  in  the State of New York as  the  Borrower  shall\nnotify  the  Agent from time to time) and, if the  Borrower  ever\nceases  to  maintain  such office in the  Borough  of  Manhattan,\nirrevocably  designates and appoints CT Corporation System,  1633\nBroadway, New York, New York 10019, or any other address  in  the\nState  of New York communicated by CT Corporation System  to  the\nAgent,  as  its  agent to receive on its behalf  service  of  all\nprocess  in  any such proceeding in any such court, such  service\nbeing  hereby  acknowledged by the Borrower to be  effective  and\nbinding service in every respect.\n\n      SECTION  8.11.   Governing Law.  This  Agreement  shall  be\ngoverned  by, and construed in accordance with, the laws  of  the\nState of New York.\n\n      SECTION  8.12.  Execution in Counterparts.  This  Agreement\nmay  be  executed in any number of counterparts and by  different\nparties  hereto in separate counterparts, each of which  when  so\nexecuted shall be deemed to be an original and all of which taken\ntogether shall constitute one and the same agreement.  A full set\nof  executed counterparts of this Agreement shall be lodged  with\nthe Agent and the Borrower.\n\n     [the balance of this page is intentionally left blank]\n      IN  WITNESS  WHEREOF, the parties hereto have  caused  this\nAgreement  to be executed by their respective officers  thereunto\nduly authorized, as of the date first above written.\n\n\n                              THE WALT DISNEY COMPANY\n\n                              By:\n                              Title:\n\n                              CITICORP USA, INC., as Agent\n\n                              By:\n                              Title:\n\n\n     Commitment               Initial Lenders\n\n\n     $36,100,000              CITICORP USA, INC.\n\n                              By:\n                              Title:\n\n     $35,700,000              ABN AMRO BANK, N.V.\n\n                              By:\n                              Title:\n\n                              By:\n                              Title:\n\n     $35,700,000              BANK OF AMERICA NT &amp; SA\n\n                              By:\n                              Title:\n\n     $35,700,000              THE MITSUBISHI BANK, LTD.\n\n                              By:\n                              Title:\n\n     $35,700,000              BANKERS TRUST COMPANY\n\n                              By:\n                              Title:\n\n     $35,700,000              BANQUE NATIONALE DE PARIS\n\n                              By:\n                              Title:\n\n                              By:\n                              Title:\n\n     $35,700,000              BARCLAYS BANK PLC\n\n                              By:\n                              Title:\n\n     $35,700,000              CHEMICAL BANK\n\n                              By:\n                              Title:\n\n\n     $35,700,000              CREDIT SUISSE\n\n                              By:\n                              Title:\n\n                              By:\n                              Title:\n\n     $35,700,000              THE DAI-ICHI KANGYO BANK, LTD.\n                              LOS ANGELES AGENCY\n\n                              By:\n                              Title:\n\n     $35,700,000              DEUTSCHE BANK AG\n                              LOS ANGELES AND CAYMAN ISLAND BRANCHES\n\n                              By:\n                              Title:\n\n                              By:\n                              Title:\n\n     $35,700,000              THE FIRST NATIONAL BANK OF CHICAGO\n\n                              By:\n                              Title:\n\n     $35,700,000              FIRST INTERSTATE BANK OF CALIFORNIA\n\n                              By:\n                              Title:\n\n                              By:\n                              Title:\n\n     $35,700,000              THE FUJI BANK LIMITED\n                              LOS ANGELES AGENCY\n\n                              By:\n                              Title:\n\n     $35,700,000              THE INDUSTRIAL BANK OF JAPAN, LIMITED\n                              LOS ANGELES AGENCY\n\n                              By:\n                              Title:\n\n     $35,700,000              THE LONG-TERM CREDIT BANK OF JAPAN, LTD.\n                              LOS ANGELES AGENCY\n\n                              By:\n                              Title:\n\n     $35,700,000              MELLON BANK, N.A.\n\n                              By:\n                              Title:\n\n     $35,700,000              THE MITSUI TRUST &amp; BANKING CO., LTD.\n\n                              By:\n                              Title:\n\n     $35,700,000              MORGAN GUARANTY TRUST COMPANY \n                                    OF NEW YORK\n\n                              By:\n                              Title:\n\n     $35,700,000              NATIONSBANK OF TEXAS, N.A.\n\n                              By:\n                              Title:\n\n     $35,700,000              THE SAKURA BANK, LTD.\n                              LOS ANGELES AGENCY\n\n                              By:\n                              Title:\n\n                              By:\n                              Title:\n\n     $35,700,000              SOCIETE GENERALE\n\n                              By:\n                              Title:\n\n     $35,700,000              THE SUMITOMO BANK, LIMITED\n\n                              By:\n                              Title:\n\n     $35,700,000              THE SUMITOMO TRUST &amp; BANKING\n                                   CO., LTD.\n                              LOS ANGELES AGENCY\n\n                              By:\n                              Title:\n\n     $35,700,000              SUNBANK, NATIONAL ASSOCIATION\n\n                              By:\n                              Title:\n\n     $35,700,000              SWISS BANK CORPORATION\n                              SAN FRANCISCO BRANCH\n\n                              By:\n                              Title:\n\n                              By:\n                              Title:\n\n     $35,700,000              TORONTO DOMINION (TEXAS), INC.\n\n                              By:\n                              Title:\n\n     $35,700,000              THE YASUDA TRUST &amp; BANKING CO., LTD.\n                              LOS ANGELES BRANCH\n\n                              By:\n                              Title:\n\n\n    $1,000,000,000\n\n                               SCHEDULE I\n\n                        The Walt Disney Company\n                    $1,000,000,000 Credit Agreement\n\n                         Domestic                   Eurodollar\n    Name of Bank         Lending Office             Lending Office\n\n    ABN AMR0 Bank, N.V.  ABN AMR0 Bank, N.V.        ABN AMR0 Bank, N.V.\n                         Los Angeles\/Int'l Branch   Los Angeles\/Int'l Branch\n                         300 S. Grand Ave., #1115   300 S. Grand Ave., #1115\n                         Los Angeles, CA 90071      Los Angeles, CA 90071\n    \n    Bank of America      Bank of America, NT &amp; SA   Bank of America, NT &amp; SA\n     NT &amp; SA             PSO Acct. Admin. #5693     PSO Acct. Admin. #5693\n                         1850 Gateway Bl., 4th Fl.  1850 Gateway Bl., 4th Fl.\n                         Concord, CA 94520          Concord, CA 94520\n    \n    Bankers Trust        Bankers Trust Company       Bankers Trust Company\n     Company             1 Bankers Trust Plaza       1 Bankers Trust Plaza\n                         New York, NY 10006          New York, NY 10006\n    \n    Banque Nationale     Banque Nationale de Paris   Banque Nationale de Paris\n     de Paris            725 S. Figueroa, #2090      725 S. Figueroa, #2090\n                         Los Angeles, CA 90017       Los Angeles, CA 90017\n    \n    Barclays Bank PLC    Barclays Bank PLC           Barclays Bank PLC\n                         New York, NY                Nassau, Bahamas\n    \n    Chemical Bank        Chemical Bank               Chemical Bank\n                         52 Broadway                 52 Broadway\n                         New York, NY  10015         New York, NY  10015\n                         Attn: Loan Services Dept.   Attn: Loan Services Dept.\n                         Pedro Valentin, A.T.        Pedro Valentin, A.T.\n    \n    Citicorp USA, Inc.   Citicorp USA, Inc.          Citicorp USA, Inc.\n                         399 Park Avenue             399 Park Avenue\n                         New York, New York 10043    New York, NY 10043\n    \n    Credit Suisse        Credit Suisse               Credit Suisse\n                         633 W. 5th Street           633 W. 5th Street\n                         64th Floor                  64th Floor\n                         Los Angeles, CA 90071       Los Angeles, CA 90071\n    \n    Deutsche Bank AG     Deutsche Bank AG            Deutsche Bank AG\n                         300 S. Grand Avenue         Cayman Islands Branch\n                         Los Angeles, CA 90071       c\/o New York Branch\n                                                     31 W. 52nd St.\n                                                     New York, NY 10019\n    \n    The Dai-Ichi Kangyo  The Dai-Ichi Kangyo Bank,   The Dai-Ichi Kangyo Bank,\n    Bank, Ltd.           Ltd., Los Angeles Agency    Ltd., Los Angeles Agency\n    Los Angeles Agency   555 W. 5th Street           555 W. 5th Street\n                         5th Floor                   5th Floor\n                         Los Angeles, CA 90013       Los Angeles, CA 90013\n    \n    The First National   The First National Bank     The First National Bank\n     Bank of Chicago       of Chicago                  of Chicago\n                         One First National Plaza    One First National Plaza\n                         Suite 0324                  Suite 0324\n                         Chicago, Illinois 60670     Chicago, Illinois 60670\n    \n    First Interstate    First Interstate Bank of    First Interstate Bank of\n     Bank of California    California                   California\n                        1200 W. 7th Street          1200 W. 7th Street\n                        Los Angeles, CA 90017       Los Angeles, CA 90017\n    \n    The Fuji Bank,      The Fuji Bank, Limited      The Fuji Bank, Limited\n    Limited             Los Angeles Agency          Los Angeles Agency\n                        333 South Grand Avenue      333 South Grand Avenue\n                        Suite 2500                  Suite 2500\n                        Los Angeles, CA 90071       Los Angeles, CA 90071\n                            Lending Office              Lending Office\n\n\nThe Industrial Bank     The Industrial Bank of      The Industrial Bank of\n of Japan, Limited         Japan, Limited              Japan, Limited\nLos Angeles Agency      Los Angeles Agency          Los Angeles Agency\n                        350 South Grand Avenue      350 South Grand Avenue\n                        Suite 1500                  Suite 1500\n                        Los Angeles, CA 90071       Los Angeles, CA 90071\n\nThe Long-Term Credit    The Long Term Credit        The Long Term Credit\n Bank of Japan, Ltd.     Bank of Japan, Ltd.         Bank of Japan, Ltd.\nLos Angeles Agency      Los Angeles Agency          Los Angeles Agency\n                        444 S. Flower St., #3700    444 S. Flower St., #3700\n                        Los Angeles, CA 90071       Los Angeles, CA 90071\n\nMellon Bank, N.A.       Mellon Bank, N.A.           Mellon Bank, N.A.\n                        Mellon Bank Center          1 Mellon Bank Center\n                        Pittsburgh, PA 15258        Pittsburgh, PA 15258\n\nThe Mitsubishi Bank     The Mitsubishi Bank, Ltd.   The Mitsubishi Bank, Ltd.\nLos Angeles Agency      Los Angeles Agency          Los Angeles Agency\n                        550 S. Hope St., 5th Fl.    550 S. Hope St., 5th Fl.\n                        Los Angeles, CA  90071      Los Angeles, CA  90071\n                        Attn: Anna Bagdasarian      Attn: Anna Bagdasarian\n\nThe Mitsui Trust &amp; The Mitsui Trust &amp; The Mitsui Trust &amp; Banking Co., Ltd.       Banking Co., Ltd.           Banking Co., Ltd.\n                        611 West 6th Street         611 West 6th Street\n                        Los Angeles, CA 90017       Los Angeles, CA 90017\n\nMorgan Guaranty Trust   Morgan Guaranty Trust       Morgan Guaranty Trust\n Company of New York     Company of New York         Company of New York\n                        60 Wall Street              Nassau, Bahamas Office\n                        New York, NY 10260-0060     c\/o J.P. Morgan\n                                                    Attention: Loan Department\n                                                    Services, Inc.\n                                                    Euro-Loan Servicing\n                                                    902 Market Street\n                                                    Wilmington, DE 19801\n\nNationsBank of          NationsBank of Texas, N.A.  NationsBank of Texas, N.A.\n Texas, N.A.            901 Main Street, 11th Fl.   901 Main Street, 11th\n                        Dallas, Texas 75206         Dallas, Texas 75206\n                        Attn: Commercial Loans      Attn: Commercial Loans\n\nThe Sakura Bank, Ltd.   The Sakura Bank, Ltd.       The Sakura Bank, Ltd.\n                        Los Angeles Agency          Los Angeles Agency\n                        515 S. Figueroa Street      515 S. Figueroa Street\n                        Suite 400                   Suite 400\n                        Los Angeles, CA  90071      Los Angeles, CA  90071\n\nSociete Generale        Societe Generale            Societe Generale\n                        2029 Century Park East      2029 Century Park East\n                        Suite 2900                  Suite 2900\n                        Los Angeles, CA 90067       Los Angeles, CA 90067\n\nThe Sumitomo Bank,      The Sumitomo Bank,          The Sumitomo Bank,\n Limited                 Limited                     Limited\n                        611 West 6th Street         611 West 6th Street\n                        Los Angeles, CA 90017       Los Angeles, CA 90017\n\nThe Sumitomo Trust &amp; The Sumitomo Trust &amp; The Sumitomo Trust &amp; Banking Co., Ltd.       Banking Co., Ltd.           Banking Co., Ltd.\nLos Angeles Agency      Los Angeles Agency          Los Angeles Agency\n                        333 S. Grand Av., #5300     333 S. Grand Av. #5300\n                        Los Angeles, CA 90071       Los Angeles, CA 90071\n\nSunbank, National       Sunbank, National           Sunbank, National\n Association             Association                 Association\n                        P.0. Box 3833               P.0. Box 3833\n                        200 S. Orange Avenue        200 S. Orange Avenue\n                        Orlando, FL  32802          Orlando, FL  32802\n\nSwiss Bank Corporation  Swiss Bank Corporation      Swiss Bank Corporation\nSan Francisco Branch    San Francisco Branch        San Francisco Branch\n                        101 California Street       101 California Street\n                        Suite 1700                  Suite 1700\n                        San Francisco, CA  94111    San Francisco, CA 94111\n\nToronto Dominion        Toronto Dominion            Toronto Dominion \n   Texas, Inc.             Texas, Inc.                 Texas, Inc.\n                        909 Fannin, Suite 1700      909 Fannin, Suite 1700\n                        Houston, TX  77010          Houston, TX 77010\n\nThe Yasuda Trust &amp; The Yasuda Trust &amp; The Yasuda Trust &amp; Banking Co., Ltd.       Banking Co., Ltd.           Banking Co., Ltd.\nLos Angeles Branch      Los Angeles Branch          Los Angeles Branch\n                        725 S. Figueroa Street      725 S. Figueroa Street\n                        Suite 3990                  Suite 3990\n                        Los Angeles, CA  90017      Los Angeles, CA  90017\n\n\n                                      \n                                  EXHIBIT A\n                                      \n                             NOTICE OF BORROWING\n\n[Date]\n\nCiticorp USA, Inc., as Agent\n  for the Lenders party to the Second Amended and\n  Restated Credit Agreement referred to below\n399 Park Avenue\nNew York, New York 10043\n\nAttention: ___________________\n\nLadies and Gentlemen:\n\n     The  undersigned, The Walt Disney Company, refers to the  Second\nAmended  and  Restated Credit Agreement, dated as of April  12,  1995\n(said  Agreement as it may be amended, modified or supplemented  from\ntime to time, being the \"Credit Agreement\", the terms defined therein\nbeing  used  herein as therein defined), among the  undersigned,  the\nfinancial  institutions party thereto as Lenders  and  Citicorp  USA,\nInc.,  as  Agent  for  such  Lenders, and hereby  gives  you  notice,\nirrevocably,  pursuant to Section 2.02 of the Credit  Agreement  that\nthe   undersigned  hereby  requests  a  Borrowing  under  the  Credit\nAgreement,  and  in that connection sets forth below the  information\nrelating to such Borrowing (the \"Proposed Borrowing\") as required  by\nSection 2.02(a) of the Credit Agreement:\n\n       (i)     The  Business  Day  of  the  Proposed  Borrowing  is\n        _____________ 19___.\n\n       (ii)    The Type of Advances comprising the Proposed Borrowing is\n       [Base Rate Advances] [Eurodollar Rate Advances].\n\n       (iii)   The  aggregate  amount of the  Proposed  Borrowing  is\n       $___________.\n\n        *[(iv)  The initial Interest Period for each Advance made  as\n    part  of  the  Proposed Borrowing is [one]  [two]  [three]  [six]\n    [twelve] months.]\n\n     The  undersigned hereby certifies that, pursuant to Section 3.02\nof  the  Credit Agreement, each of the following statements is  true,\nand will be true on the date of the Proposed Borrowing:\n\n    (A)  the representations and warranties contained in Section 4.01\nof  the Credit Agreement are correct in all material respects on  and\nas  of  the  date of the Proposed Borrowing, before and after  giving\neffect  to  the  Proposed Borrowing, and to the  application  of  the\nproceeds therefrom, as though made on and as of such date (except  to\nthe  extent  that such representations and warranties  relate  to  an\nearlier  date), which representations and warranties were correct  in\nall material respects on and as of such earlier date); and\n\n     (B)   no  event has occurred and is continuing, or would  result\nfrom  such Proposed Borrowing or from the application of the proceeds\ntherefrom,  which constitutes an Event of Default or would constitute\nan  Event of Default but for the requirement that notice be given  or\ntime elapse or both.\n\n                                             Very truly yours,\n\n                                             THE WALT DISNEY COMPANY\n\n                                             By:____________________\n                                             Title: ________________\n\n\n*   To  be  included for a Proposed Borrowing comprised of Eurodollar\n    Rate Advances.\n                           EXHIBIT B\n\n                   ASSIGNMENT AND ACCEPTANCE\n\n            Dated ___________________, 19___\n\n\n     Reference  is  made  to the Second Amended and  Restated  Credit\nAgreement  dated as of April 12, 1995 (said Agreement as  it  may  be\namended,  modified  or  supplemented from time  to  time,  being  the\n\"Credit  Agreement\")  among  The  Walt  Disney  Company,  a  Delaware\ncorporation  (the  \"Borrower\"),  the  financial  institutions   party\nthereto  as Lenders, and Citicorp USA, Inc., as Agent for the Lenders\n(the \"Agent\").  Terms defined in the Credit Agreement are used herein\nwith the same meanings.\n\n     _______________(the \"Assignor\") and________________(the \"Assignee\")\nagree as follows:\n\n    1. The Assignor hereby sells and assigns to the Assignee, and the\nAssignee  hereby  purchases  and  assumes  from  the  Assignor,  that\ninterest in and to all of the Assignor's rights and obligations under\nthe  Credit  Agreement  as of the date hereof  which  represents  the\npercentage interest specified on Schedule 1 of all outstanding rights\nand  obligations  under  the  Credit  Agreement  (including,  without\nlimitation,  such  interest  in  the Assignor's  Commitment  and  the\nAdvances  owing to the Assignor).  After giving effect to  such  sale\nand  assignment,  the Assignee's Commitment and  the  amount  of  the\nAdvances owing to the Assignee will be as set forth in Section  2  of\nSchedule 1.\n\n     2. The Assignor (i) represents and warrants that it is the legal\nand  beneficial owner of the interest being assigned by it  hereunder\nand  that such interest is free and clear of any adverse claim;  (ii)\nmakes  no  representation or warranty and assumes  no  responsibility\nwith respect to any statements, warranties or representations made in\nor  in  connection  with  the  Credit  Agreement  or  the  execution,\nlegality, validity, enforceability, genuineness, sufficiency or value\nof  the  Credit  Agreement or any instrument  or  document  furnished\npursuant  thereto; and (iii) makes no representation or warranty  and\nassumes no responsibility with respect to the financial condition  or\noperations  of the Borrower or the performance or observance  by  the\nBorrower of any of its obligations under the Credit Agreement or  any\ninstrument or document furnished pursuant thereto.\n\n     3.  The Assignee (i) confirms that it has received a copy of the\nCredit  Agreement,  together with copies of the financial  statements\nreferred to in Section 4.01(c) thereof, and such other documents  and\ninformation  as  it  has deemed appropriate to make  its  own  credit\nanalysis  and decision to enter into this Assignment and  Acceptance;\n(ii) agrees that it will, independently and without reliance upon the\nAgent,  the Assignor or any other Lender and based on such  documents\nand information as it shall deem appropriate at the time, continue to\nmake  its  own credit decisions in taking or not taking action  under\nthe Credit Agreement; (iii) confirms that it is an Eligible Assignee;\n(iv)  appoints and authorizes the Agent to take such action as  agent\non  its behalf and to exercise such powers under the Credit Agreement\nas  are  delegated to the Agent by the terms thereof,  together  with\nsuch powers as are reasonably incidental thereto; (v) agrees that  it\nwill  perform  in accordance with their terms all of the  obligations\nwhich  by  the  terms  of the Credit Agreement  are  required  to  be\nperformed  by it as a Lender; (vi) specifies as its Domestic  Lending\nOffice  (and address for notices) and Eurodollar Lending  Office  the\noffices set forth beneath its name on the signature pages hereof; and\n(vii)  if the Assignee is not created or organized under the laws  of\nthe United States or a political subdivision thereof, attaches hereto\nthe  certificates  and forms required under Section  2.14(e)  of  the\nCredit  Agreement  and  represents  that  the  information  contained\ntherein is accurate and complete.\n\n     4. Following the execution of this Assignment and Acceptance  by\nthe  Assignor and the Assignee, it will be delivered to the Agent for\nacceptance  and recording by the Agent.  The effective date  of  this\nAssignment and Acceptance shall be the date of acceptance thereof  by\nthe  Agent,  unless  otherwise specified on Schedule  l  hereto  (the\n\"Effective Date\").\n\n     5.  Upon such acceptance and recording by the Agent, as  of  the\nEffective  Date,  (i)  the Assignee shall be a party  to  the  Credit\nAgreement  and,  to  the  extent  provided  in  this  Assignment  and\nAcceptance,  have  the rights and obligations of a Lender  thereunder\nand  (ii)  the  Assignor  shall,  to  the  extent  provided  in  this\nAssignment  and  Acceptance, relinquish its rights  (other  than  any\nrights  the  Assignor may have under Sections 2.14 and  8.08  of  the\nCredit  Agreement)  and  be released from its obligations  under  the\nCredit Agreement.\n\n     6.  Upon  such acceptance and recording by the Agent,  from  and\nafter the Effective Date, the Agent shall make all payments under the\nCredit   Agreement  in  respect  of  the  interest  assigned   hereby\n(including,  without limitation, all payments of principal,  interest\nand  facility  fees  with  respect thereto)  to  the  Assignee.   The\nAssignor  and  Assignee  shall make all  appropriate  adjustments  in\npayments  under  the  Credit  Agreement  for  periods  prior  to  the\nEffective Date directly between themselves.\n\n     7.  This  Assignment and Acceptance shall be  governed  by,  and\nconstrued in accordance with, the laws of the State of New York.\n\n       IN WITNESS WHEREOF, the Assignor and Assignee have caused this\nAssignment  and Acceptance to be executed by the respective  officers\nthereunto duly authorized, as of the date first above written.\n\n                                        [NAME OF ASSIGNOR]\n\n                                        By: ___________________\n                                        Title: ________________\n\n\n                                        [NAME OF ASSIGNEE]\n\n                                        By: ___________________\n                                        Title: ________________\n\n\n                                        Domestic Lending Office (and\n                                        address for notices):\n\n                                        ____________________________\n                                        ____________________________\n                                        ____________________________\n\n\n                                        Eurodollar Lending Office\n\n                                        ____________________________\n                                        ____________________________\n                                        ____________________________\n\nAccepted this ____ day\nof ______________, 19\n\n\nCITICORP USA, INC.,\nas Agent\n\nBy: __________________\nTitle:________________\n                                 Schedule 1\n                        to Assignment and Acceptance\n                     Dated _____________, 19___ between\n                 ________________________, as Assignor, and\n                    ________________________, as Assignee\n\n\n\nSection 1.\n\n     Percentage Interest\n        assigned:                             __________%\n\n\n\nSection 2.\n\n     Assignee's Commitment:                   $__________\n\n     Aggregate Outstanding Principal\n        Amount of Advances owing to the\n        Assignee                              $__________\n\n\n\nSection 3.\n\n     Effective Date*:                         ________________, 19___\n\n\n\n\n\n\n\n\n\n\n  * This date should be no earlier than the date of acceptance by the\n    Agent.\n\n\n\n                                  EXHIBIT C\n                                      \n                             FORM OF OPINION OF\n                           COUNSEL TO THE BORROWER\n\n[Effective Date]\n\nTo each of the Lenders as defined in and party to the Second\n    Amended and Restated Credit Agreement referred to\n    below and to Citicorp USA, Inc., as Agent\n    c\/o Citicorp USA, Inc.\n    399 Park Avenue\n    New York, New York 10043\n\n    Re: The Walt Disney Company\n\nLadies and Gentlemen:\n\n     This opinion is furnished to you pursuant to Section 3.01(a)(iv) of\nthe  Second Amended and Restated Credit Agreement dated as of April  12,\n1995  (the  \"Credit  Agreement\") among  The  Walt  Disney  Company  (the\n\"Borrower\"), the Lenders party thereto, and Citicorp USA, Inc., as Agent\nfor  such  Lenders.   Terms  defined in the  Credit  Agreement  and  not\notherwise defined herein are used herein as therein defined.\n\n     I am Vice President - Assistant General Counsel of the Borrower and\nin  that capacity I have acted as counsel for the Borrower in connection\nwith the preparation, execution and delivery of the Credit Agreement.\n\n     In  that  connection,  I have examined the  Credit  Agreement,  the\ndocuments furnished by the Borrower pursuant to Section 3.01(a)  of  the\nCredit Agreement, the Certificate of Incorporation of the Borrower  (the\n\"Charter\"),  and  the  by-laws  of the  Borrower  (the  \"By-laws\").   In\naddition,  I  have  examined the originals, or copies  certified  to  my\nsatisfaction,   of  such  other  corporate  records  of  the   Borrower,\ncertificates  of public officials and of officers of the  Borrower,  and\nagreements, instruments and other documents, as I have deemed  necessary\nas  a  basis for the opinions expressed below.  As to questions of  fact\nmaterial  to  such  opinions,  I  have, when  relevant  facts  were  not\nindependently  established  by  me,  relied  upon  certificates  of  the\nBorrower or its officers or of public officials.  I have assumed the due\nexecution  and  delivery, pursuant to due authorization, of  the  Credit\nAgreement by the Lenders and the Agent.\n\n     Based  upon  the foregoing and upon such investigation  as  I  have\ndeemed necessary, I am of the following opinion:\n\n     1.   The Borrower is a corporation duly organized, validly existing\nand in good standing under the laws of the State of Delaware and is duly\nqualified and in good standing as a foreign corporation authorized to do\nbusiness  in  each  jurisdiction (other than  the  jurisdiction  of  its\nincorporation) in which the nature of its activities or the character of\nthe  properties it owns or leases makes such qualification necessary and\nin  which the failure to so qualify would have a material adverse effect\non  the  financial  condition or operations  of  the  Borrower  and  its\nsubsidiaries taken as a whole.\n\n     2.   The execution, delivery and performance by the Borrower of the\nCredit  Agreement are within the Borrower's corporate powers, have  been\nduly authorized by all necessary corporate action, and do not contravene\n(i)  the  Charter  or the By-laws or (ii) any applicable  law,  rule  or\nregulation  or  (iii) to the best of my knowledge,  any  contractual  or\nlegal  restriction  contained in any agreement  or  instrument,  or  any\norder,  judgment or decree, binding on or affecting the  Borrower.   The\nCredit  Agreement has been duly executed and delivered on behalf of  the\nBorrower.\n\n     3.   No authorization or approval or other action by, and no notice\nto  or  filing  with, any governmental authority or regulatory  body  is\nrequired for the due execution, delivery and performance by the Borrower\nof the Credit Agreement.\n\n    4.   The Credit Agreement is the legal, valid and binding obligation\nof  the Borrower enforceable against the Borrower in accordance with its\nterms.\n\n     The  opinions  set forth in paragraph 4 above are  subject  to  the\neffect   of   any  applicable  bankruptcy,  insolvency,  reorganization,\nmoratorium or similar law affecting creditors' rights generally  and  to\nthe   effect  of  general  principles  of  equity,  including,   without\nlimitation, concepts of materiality, reasonableness, good faith and fair\ndealing  (regardless of whether considered in a proceeding in equity  or\nat law).\n\n     My opinions expressed above are limited to the law of the State  of\nNew  York and the Federal law of the United States, and I do not express\nany  opinion  herein  concerning any other law.   Without  limiting  the\ngenerality  of the foregoing, I express no opinion as to the  effect  of\nthe  law  of any jurisdiction other than the State of New York,  wherein\nany Lender may be located or wherein enforcement of the Credit Agreement\nmay  be sought which limits the rates of interest legally chargeable  or\ncollectible.   This  opinion is rendered to you in connection  with  the\nexecution  and delivery of the Credit Agreement; this opinion is  solely\nfor  your benefit and is not to be used, circulated, quoted or otherwise\nreferred  to for any other purpose without, in each instance,  my  prior\nwritten consent.\n\n                                                  Very truly yours,\n\n\n                            EXHIBIT D-1\n\n                              FORM OF\n                     FOREIGN LENDER CERTIFICATE\n\n\nTo: The Walt Disney Company\n\n     Reference  is  made  to  the  Second Amended  and  Restated  Credit\nAgreement  dated  as of April 12, 1995 (said Agreement,  as  it  may  be\namended, supplemented or otherwise modified from time to time being  the\n\"Credit  Agreement\"), among The Walt Disney Company,  as  Borrower  (the\n\"Borrower\"), the financial institutions from time to time party  thereto\nas  Lenders  (the \"Lenders\") and Citicorp USA, Inc., as  agent  for  the\nLenders  (the  \"Agent\"). Terms defined in the Credit Agreement  and  not\notherwise defined herein are used herein as therein defined.\n\n    Pursuant to Section 2.14(e) of the Credit Agreement, the undersigned\nLender  hereby  certifies to the Borrower and the Agent that  under  the\nprovisions  of the income tax convention between the United  States  and\n[Name of Country] the undersigned Lender\n\n     *  [is  eligible  to  receive payments under the  Credit  Agreement\nwithout  deduction  or withholding of the United States  federal  income\ntax]\n\n     *  [is  not eligible to receive payments under the Credit Agreement\nwithout deduction or withholding of United States federal income tax but\ndoes  not  require  additional  payments therefor  pursuant  to  Section\n2.14(a)  or (c) of the Credit Agreement because it is eligible and  able\nto  recover the full amount of any such deduction or withholding from  a\nsource other than the Borrower.]\n\n                                           [or]\n\n     *  [is not eligible to receive payments under the Agreement without\ndeduction or withholding of United States federal income tax and is  not\neligible  and able to recover the full amount of the same from a  source\nother than the Borrower.]\n\n     The undersigned Lender is a corporation organized under the laws of\n[Name  of Country] and [is not acting through a branch, agency or office\nin  the  United  States] [has a branch, agency or office in  the  United\nStates  but  its activities in connection with the Credit Agreement  are\nnot connected effectively with such branch, agency, or office.]\n\n     Accompanying this Certificate are two copies of Form 1001  (or  any\nsuccessor  or  substitute  form) of the United States  Internal  Revenue\nService,   properly  completed  and  duly  executed  by  an  appropriate\nrepresentative of the undersigned Lender.\n\n\n         Dated:    _____________, 19\n\n\n                                            [NAME OF LENDER]\n\n                                            By: __________________\n                                            Title: _______________\n\n\n\n\n*  Insert applicable statement.\n\n                          EXHIBIT D-2\n\n                            FORM OF\n                   FOREIGN LENDER CERTIFICATE\n\n\nTo: The Walt Disney Company\n\n     Reference  is  made  to the Second Amended and  Restated  Credit\nAgreement  dated as of April 12, 1995 (said Agreement, as it  may  be\namended, supplemented or otherwise modified from time to time,  being\nthe  \"Credit Agreement\"), among The Walt Disney Company, as  Borrower\n(the  \"Borrower\"), the financial institutions from time to time party\nthereto  as Lenders (the \"Lenders\") and Citicorp USA, Inc., as  agent\nfor  the Lenders (the \"Agent\"). Terms defined in the Credit Agreement\nand not otherwise defined herein are used herein as therein defined.\n\n     Pursuant  to  Section  2.14(e)  of  the  Credit  Agreement,  the\nundersigned  Lender hereby certifies to the Borrower  and  the  Agent\nthat under the provisions of Sections 1441(c) or 1442 of the Internal\nRevenue  Code of 1986 of the United States, as amended, and  Treasury\nRegulation 1.1441-4, as amended, the undersigned Lender\n\n     *  [is  eligible to receive payments under the Credit  Agreement\nwithout deduction or withholding of the United States federal  income\ntax.]\n\n    * [is not eligible to receive payments under the Credit Agreement\nwithout deduction or withholding of United States federal income  tax\nas  specified  therein  but  does  not  require  additional  payments\ntherefor  pursuant to Section 2.14(a) or (c) of the Credit  Agreement\nbecause  it  is eligible and able to recover the full amount  of  any\nsuch deduction or withholding from a source other than the Borrower.\n\n                              [or]\n\n    * [is not eligible to receive payments under the Credit Agreement\nwithout deduction or withholding of United States federal income  tax\nand  is not eligible and able to recover the full amount of the  same\nfrom a source other than the Borrower.]\n\n     The undersigned Lender is a corporation organized under the laws\nof [Name of Country] and is acting through a branch, agency or office\noperating in the United States in respect of the Credit Agreement and\nany  payment received or to be received by it in connection with  the\nCredit Agreement is effectively connected with its conduct of a trade\nor business in the United States.\n\n    Accompanying this Certificate are two copies of Form 4224 (or any\nsuccessor  or substitute form) of the United States Internal  Revenue\nService,  properly  completed and duly  executed  by  an  appropriate\nrepresentative of the undersigned Lender.\n\n\n         Dated:    _____________, 19\n\n\n                                                 [NAME OF LENDER]\n\n\n                                              By:  __________________\n                                              Title: ________________\n\n*  Insert applicable statement.\n\n                                  EXHIBIT E\n                                      \n                                   FORM OF\n                            WITHDRAWAL  AGREEMENT\n                                      \n\n            This Agreement is executed by__________________________\nand ______________________________   (each  a \"Withdrawing  Lender\"),\nTHE  WALT DISNEY COMPANY (the \"Borrower\") and CITICORP USA, INC.,  as\nAgent  for  the  financial institutions party to the Existing  Credit\nAgreement referred to below (in such capacity, the \"Agent\").\n\n     PRELIMINARY STATEMENTS.  The Borrower, the Withdrawing  Lenders,\ncertain other financial institutions and the Agent are parties to  an\nAmended and Restated Credit Agreement dated as of October 3, 1994 (as\namended,  the \"Existing Credit Agreement\").  The parties hereto  wish\nto   terminate  the  Commitments  of  the  Withdrawing   Lenders   as\nhereinafter  set forth in connection with the effectiveness  of  that\ncertain  Second  Amended and Restated Credit Agreement  dated  as  of\nApril  12,  1995 (the \"Amended and Restated Credit Agreement\")  among\nthe  Borrower, the financial institutions party thereto and  Citicorp\nUSA, Inc. as Agent for such financial institutions.  Terms defined in\nthe  Existing Credit Agreement are used in this Agreement as  defined\nin  the Existing Credit Agreement and, except as otherwise indicated,\nall  references  to Sections and Articles refer to the  corresponding\nSections and Articles of the Existing Credit Agreement.\n\n    The parties hereto therefore agree as follows:\n\n     SECTION  1.   Termination  of  Commitments  of  the  Withdrawing\nLenders.   Effective on the Agreement Effective Date (as  defined  in\nSection  2  hereof) and subject to the satisfaction of the conditions\nprecedent  set  forth  in Section 2 hereof, the  Commitment  of  each\nWithdrawing  Lender  is reduced to zero, and each Withdrawing  Lender\nshall  relinquish  its  rights and be released from  its  obligations\nunder  the  Existing Credit Agreement and shall cease to be  a  party\nthereto,  provided  that each Withdrawing Lender  shall  continue  to\nenjoy  the  benefits of Sections 2.14 and 8.08 with  respect  to  any\nperiod ending on or prior to the Agreement Effective Date.\n\n    SECTION 2.  Conditions to Effectiveness.  This Agreement shall be\neffective  as  of  the date on which the Amended and Restated  Credit\nAgreement  becomes  effective  in  accordance  with  its  terms  (the\n\"Agreement  Effective  Date\") subject  to  the  satisfaction  of  the\nfollowing conditions precedent:\n\n    (a)  the Borrower shall have paid all facility fees under Section\n2.03 to the extent accrued and unpaid through the Agreement Effective\nDate;\n\n     (b)   the  Borrower  shall  have paid or  prepaid  any  Advances\noutstanding  on the Agreement Effective Date, together  with  accrued\ninterest  thereon  and  any amounts payable in connection  with  such\nprepayment under Section 8.04(b); and\n\n    (c)  all other conditions to the effectiveness of the Amended and\nRestated  Credit  Agreement (except for the condition  under  Section\n3.01(b)) shall have been satisfied or waived.\n\n     SECTION  3.  Execution in Counterparts.  This Agreement  may  be\nexecuted in any number of counterparts and by any combination of  the\nparties  hereto in separate counterparts, each of which  counterparts\nshall be an original and all of which taken together shall constitute\none and the same Agreement.\n\n     SECTION 4.  Governing Law.  This Agreement shall be governed by,\nand construed in accordance with, the laws of the State of New York.\n\n    IN WITNESS WHEREOF, the parties hereto have caused this Agreement\nto   be   executed  by  their  respective  officers  thereunto   duly\nauthorized, as of the date first above written.\n\n\n                                             THE WALT DISNEY COMPANY\n\n                                             By: __________________\n                                             Title: _______________\n\n\n                                             CITICORP  USA, INC., as Agent\n\n                                             By: __________________\n                                                 Vice President\n\n\n                                             Withdrawing Lenders:\n\n                                             _______________________\n\n                                             By: ___________________ \n                                             Title: ________________\n\n\n                                             _______________________\n\n                                             By: ___________________\n                                             Title: ________________\n\n\n                                             _______________________\n\n                                             By: ___________________\n                                             Title: ________________\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7104,7331],"corporate_contracts_industries":[9532,9415],"corporate_contracts_types":[9561,9560],"class_list":["post-41279","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-citigroup-inc","corporate_contracts_companies-disney-walt-co","corporate_contracts_industries-travel__services","corporate_contracts_industries-financial__banks","corporate_contracts_types-finance__credit","corporate_contracts_types-finance"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41279","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41279"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41279"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41279"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41279"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}