FRANKLIN RESOURCES INC
EXHIBIT 10.64-5YR CREDIT AGMT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>exhibit_10-64.txt
<DESCRIPTION>EXHIBIT 10.64-5YR CREDIT AGMT
<TEXT>
                                                                   EXHIBIT 10.64

                                                                  EXECUTION COPY

================================================================================




                              AMENDED AND RESTATED
                       FIVE YEAR FACILITY CREDIT AGREEMENT



                            dated as of June 5, 2002



                                      among



                            FRANKLIN RESOURCES, INC.



                            THE BANKS PARTIES HERETO,



                            BANK OF AMERICA, N.A. and
                              THE BANK OF NEW YORK,
                            as Co-Syndication Agents


                              CITICORP USA INC. and
                                  BNP PARIBAS,
                           as Co-Documentation Agents
                                       and

                              JPMORGAN CHASE BANK,
                             as Administrative Agent


================================================================================


                          J.P. MORGAN SECURITIES INC.,
                    as Sole Bookrunner and Sole Lead Arranger



<PAGE>


                                TABLE OF CONTENTS

                                                                            Page


Section 1.  DEFINITIONS......................................................1
      1.1   Defined Terms....................................................1
      1.2   Other Definitional Provisions...................................16

Section 2.  AMOUNT AND TERMS OF LOANS.......................................17
      2.1   Revolving Credit Commitments....................................17
      2.2   Procedure for Revolving Credit Borrowing........................17
      2.3   The Bid Loans...................................................18
      2.4   Repayment of Loans; Evidence of Debt............................20
      2.5   Optional Termination or Reduction of Commitments................21
      2.6   Optional Prepayments............................................21
      2.7   Mandatory Prepayments...........................................22
      2.8   Conversion and Continuation Options.............................22
      2.9   Minimum Amounts of Tranches.....................................23
      2.10  Interest Rates and Payment Dates................................23
      2.11  Computation of Interest and Fees................................24
      2.12  Inability to Determine Interest Rate............................24
      2.13  Pro Rata Treatment and Payments.................................25
      2.14  Illegality......................................................25
      2.15  Requirements of Law.............................................26
      2.16  Taxes...........................................................27
      2.17  Indemnity.......................................................28
      2.18  Facility and Utilization Fees...................................28
      2.19  Mitigation of Costs; Replacement of Banks.......................29
      2.20  New Banks; Exiting Banks........................................30

Section 3.  REPRESENTATIONS AND WARRANTIES..................................30
      3.1   Financial Condition.............................................30
      3.2   No Change.......................................................31
      3.3   Corporate Existence; Compliance with Law........................31
      3.4   Corporate Power; Authorization; Enforceable Obligations.........31
      3.5   No Legal Bar....................................................31
      3.6   No Material Litigation..........................................32
      3.7   Ownership of Property; Liens....................................32
      3.8   Intellectual Property...........................................32
      3.9   Taxes...........................................................32
      3.10  Federal Regulations.............................................32
      3.11  ERISA...........................................................33
      3.12  Investment Company Act; Other Regulations.......................33
      3.13  Investment Advisory Agreements..................................34
      3.14  Subsidiaries....................................................34
      3.15  Purpose of Loans................................................34
      3.16  Environmental Matters...........................................34

                                       i
<PAGE>

      3.17  Accuracy and Completeness of Information........................35

Section 4.  CONDITIONS PRECEDENT............................................35
      4.1   Conditions to Execution.........................................35
      4.2   Conditions to Each Loan.........................................36

Section 5.  AFFIRMATIVE COVENANTS...........................................36
      5.1   Financial Statements............................................36
      5.2   Certificates; Other Information.................................38
      5.3   Payment of Obligations..........................................38
      5.4   Conduct of Business and Maintenance of Existence................38
      5.5   Maintenance of Property; Insurance..............................38
      5.6   Inspection of Property; Books and Records; Discussions..........39
      5.7   Notices.........................................................39
      5.8   Environmental Laws..............................................40

Section 6.  NEGATIVE COVENANTS..............................................40
      6.1   Financial Condition Covenants...................................40
      6.2   Limitation on Indebtedness......................................41
      6.3   Limitation on Liens.............................................41
      6.4   Limitations on Fundamental Changes..............................43
      6.5   Limitation on Sale of Assets....................................44
      6.6   Limitation on Investments, Loans and Advances...................44
      6.7   Transactions with Affiliates....................................44
      6.8   Fiscal Year.....................................................45
      6.9   Restrictions Affecting Subsidiaries.............................45

Section 7.  EVENTS OF DEFAULT...............................................45

Section 8.  THE AGENTS......................................................47
      8.1   Appointment.....................................................47
      8.2   Delegation of Duties............................................48
      8.3   Exculpatory Provisions..........................................48
      8.4   Reliance by Administrative Agent................................48
      8.5   Notice of Default...............................................49
      8.6   Non-Reliance on Administrative Agent and Other Banks............49
      8.7   Indemnification.................................................49
      8.8   The Administrative Agent, the Co-Syndication Agents and the
              Co-Documentation Agents in their Individual Capacities........50
      8.9   Successor Administrative Agent..................................50
      8.10  Co-Syndication Agents and Co-Documentation Agents...............50

Section 9.  MISCELLANEOUS...................................................51
      9.1   Amendments and Waivers..........................................51
      9.2   Notices.........................................................51
      9.3   No Waiver; Cumulative Remedies..................................52
      9.4   Survival of Representations and Warranties......................53

                                       ii
<PAGE>

      9.5   Payment of Expenses and Taxes...................................53
      9.6   Successors and Assigns; Participations; Purchasing Banks........53
      9.7   Adjustments; Set-off............................................57
      9.8   Counterparts....................................................57
      9.9   Severability....................................................57
      9.10  Integration.....................................................57
      9.11  GOVERNING LAW...................................................58
      9.12  Submission To Jurisdiction; Waivers; Appointment of Process
              Agent.........................................................58
      9.13  Acknowledgements................................................58
      9.14  WAIVERS OF JURY TRIAL...........................................59
      9.15  Confidentiality.................................................59

                                      iii
<PAGE>



SCHEDULES
Schedule I        Commitments
Schedule II       Sample Computations of Facility and Utilization Fees
Schedule III      Required Consents
Schedule IV       Subsidiary Investment Advisers
Schedule V        Subsidiary Broker-Dealers
Schedule VI       List of Subsidiaries of the Borrower
Schedule VII      Outstanding Indebtedness
Schedule VIII     Existing Liens

EXHIBITS

Exhibit A         Form of Bid Loan Confirmation
Exhibit B         Form of Bid Loan Offer
Exhibit C         Form of Bid Loan Request
Exhibit D         Form of Assignment and Assumption
Exhibit E-1       Form of Revolving Credit Note
Exhibit E-2       Form of Grid Bid Loan Note
Exhibit E-3       Form of Individual Bid Loan Note


                                       iv
<PAGE>


     AMENDED AND RESTATED FIVE YEAR FACILITY CREDIT AGREEMENT,  dated as of June
5,  2002 (as  more  fully  defined  below,  this  "Agreement"),  among  Franklin
Resources, Inc., a Delaware corporation (the "Borrower"),  the several banks and
other  financial  institutions  from time to time parties to this Agreement (the
"Banks"),  Bank of America,  N.A.  and The Bank of New York,  as  Co-Syndication
Agents,  Citicorp USA Inc.  and BNP Paribas,  as  Co-Documentation  Agents,  and
JPMorgan Chase Bank ("JPMCB"),  as administrative  agent for the Banks hereunder
(in such capacity, the "Administrative Agent").

                              W I T N E S S E T H :
                               - - - - - - - - - -

     WHEREAS, this Agreement amends and restates that certain Amended,  Extended
and Restated Five Year Facility Credit  Agreement,  dated as of May 16, 1997 (as
amended,  supplemented  or  otherwise  modified  prior to the date hereof and in
effect  immediately prior to the effectiveness of this Agreement,  the "Existing
Credit  Agreement")  among the Borrower,  the several banks and other  financial
institutions from time to time parties thereto (the "Existing  Banks"),  Bank of
America National Trust and Savings Association,  as Co-Agent and JPMCB (formerly
known as The Chase Manhattan Bank), as Administrative Agent;

     WHEREAS,  certain  of the  Existing  Banks  are  willing  to  agree  to the
amendment and  restatement  requested by the Borrower and have  Commitments  (as
defined herein) hereunder (the "Continuing Banks"), and the other Existing Banks
(individually,  an "Exiting Bank", and  collectively,  the "Exiting Banks") will
cease to be Banks under the  Existing  Credit  Agreement on the Closing Date (as
defined herein); and

     WHEREAS,   certain   financial   institutions   that  are  not  now   Banks
(individually,  a "New Bank",  and  collectively,  the "New  Banks") will become
Banks and have Commitments hereunder on the Closing Date;

     NOW,  THEREFORE,  in  consideration  of the premises  and mutual  covenants
herein  contained,  the parties  hereto hereby agree that as of the Closing Date
the Existing Credit Agreement shall be amended and restated to read as follows:

Section 1.     DEFINITIONS

     1.1 DEFINED TERMS.  As used in this  Agreement,  the following  terms shall
have the following meanings:


          "ABSOLUTE RATE BID LOAN REQUEST":  any Bid Loan Request requesting the
     Bid Loan Banks to offer to make Absolute Rate Bid Loans.

          "ABSOLUTE  RATE BID  LOANS":  Bid Loans made at an  absolute  rate (as
     opposed to a rate composed of the  Applicable  Index Rate plus (or minus) a
     margin).

          "ADMINISTRATIVE AGENT": as defined in the preamble hereto.

          "ADMINISTRATIVE  QUESTIONNAIRE":  an administrative questionnaire in a
     form supplied by the Administrative Agent.

<PAGE>
                                                                               2

          "ADVISERS ACT": as defined in subsection 3.12(b).

          "AFFILIATE":  as to any  Person,  (a) any other  Person  (other than a
     Subsidiary) which, directly or indirectly,  is in control of, is controlled
     by, or is under common control with, such Person or (b) any Person who is a
     director,  officer,  shareholder or partner (i) of such Person, (ii) of any
     Subsidiary of such Person or (iii) of any Person described in the preceding
     clause (a).  For purposes of this  definition,  "control" of a Person means
     the power,  directly or  indirectly,  either to (i) vote 10% or more of the
     securities  having  ordinary  voting power for the election of directors of
     such Person or (ii) direct or cause the  direction  of the  management  and
     policies of such Person whether by contract or otherwise.

          "AGREEMENT":  this  Amended and  Restated  Five Year  Facility  Credit
     Agreement,  as the same may be amended,  supplemented or otherwise modified
     from time to time.

          "ALTERNATE BASE RATE": for any day, a rate per annum (rounded upwards,
     if  necessary,  to the next  1/16 of 1%) equal to the  greatest  of (a) the
     Prime  Rate in effect  on such day,  (b) the Base CD Rate in effect on such
     day plus 1%, and (c) the Federal Funds Effective Rate in effect on such day
     plus 1/2 of 1%.  "PRIME  RATE"  shall mean the rate of  interest  per annum
     publicly  announced  from time to time by the  Administrative  Agent as its
     prime  rate in effect at its  principal  office in New York City (the Prime
     Rate not being intended to be the lowest rate of interest  charged by JPMCB
     in connection with  extensions of credit to debtors);  "BASE CD RATE" shall
     mean the sum of (a) the product of (i) the  Three-Month  Secondary  CD Rate
     and (ii) a fraction,  the numerator of which is one and the  denominator of
     which is one minus the C/D Reserve  Percentage  and (b) the C/D  Assessment
     Rate.  "THREE-MONTH  SECONDARY  CD  RATE"  shall  mean,  for any  day,  the
     secondary  market rate for three-month  certificates of deposit reported as
     being in effect on such day (or,  if such day shall not be a Business  Day,
     the next  preceding  Business Day) by the Board of Governors of the Federal
     Reserve  Bank of New York (the  "BOARD")  through  the  public  information
     telephone  line of the Federal  Reserve  Bank of New York (which rate will,
     under the current  practices of the Board,  be published in Federal Reserve
     Statistical  Release  H.15(519) during the week following such day), or, if
     such rate  shall  not be so  reported  on such day or such  next  preceding
     Business  Day,  the  average  of  the  secondary   market   quotations  for
     three-month certificates of deposit of major money center banks in New York
     City received at approximately  10:00 a.m., New York City time, on such day
     (or,  if such day  shall  not be a  Business  Day,  on the  next  preceding
     Business  Day)  by the  Administrative  Agent  from  three  New  York  City
     negotiable  certificate of deposit dealers of recognized  standing selected
     by it; and  "FEDERAL  FUNDS  EFFECTIVE  RATE" shall mean,  for any day, the
     weighted average of the rates on overnight federal funds  transactions with
     members of the Federal Reserve System arranged by federal funds brokers, as
     published on the next  succeeding  Business Day by the Federal Reserve Bank
     of New York,  or, if such rate is not so  published  for any day which is a
     Business  Day,  the  average  of  the   quotations  for  the  day  of  such
     transactions  received by the Administrative Agent from three federal funds
     brokers of recognized  standing selected by it. Any change in the Alternate
     Base Rate due to a change in the

<PAGE>
                                                                               3

     Prime  Rate,  the  Three-Month  Secondary  CD  Rate  or the  Federal  Funds
     Effective  Rate shall be  effective  as of the  opening of  business on the
     effective date of such change in the Prime Rate, the Three-Month  Secondary
     CD Rate or the Federal Funds Effective Rate, respectively.

          "ALTERNATE  BASE  RATE  LOANS":  Revolving  Credit  Loans  the rate of
     interest applicable to which is based upon the Alternate Base Rate.

          "APPLICABLE INDEX RATE": in respect of any Bid Loan requested pursuant
     to a LIBOR Bid Loan Request, the LIBOR Adjusted Rate.

          "APPLICABLE MARGIN": for any day, (a) for each LIBOR Loan the rate per
     annum set forth below opposite the Rating in effect on such day:

                          RATING                  LIBOR
                          ------                  -----

                          Rating 1                0.325%
                          Rating 2                0.375%
                          Rating 3                0.500%
                          Rating 4                0.625%
                          Rating 5                0.875%

          (b) for each Alternate Base Rate Loan, zero.

          "ASSET  DISPOSITION":  the sale,  sale  leaseback,  exchange  or other
     disposition (including by means of a merger, consolidation or amalgamation)
     of any  property,  business  or assets  (other than  marketable  securities
     (including  "margin  stock"  within the meaning of  Regulation  U),  liquid
     investments and other financial  instruments) of the Borrower or any of its
     Subsidiaries to any Person or Persons other than the Borrower or any of its
     Subsidiaries.  Notwithstanding  the  foregoing,  the  consummation  by  the
     Borrower or FTC of any transfers or other  transactions  in connection with
     any Lease Financing  Arrangement or otherwise  involving all or any portion
     of the Designated Property shall not constitute an Asset Disposition.

          "ASSIGNMENT AND ASSUMPTION": an assignment and assumption entered into
     by a Bank and an assignee  (with the consent of any party whose  consent is
     required  by  Section  9.6),  and  accepted  by the  Administrative  Agent,
     substantially  in the form of Exhibit D or any other form  approved  by the
     Administrative Agent.

          "AVAILABLE COMMITMENT": as to any Bank at any time, an amount equal to
     the excess,  if any, of (a) the amount of such Bank's  Commitment  over (b)
     the aggregate  principal  amount of all Revolving Credit Loans made by such
     Bank then  outstanding;  collectively,  as to all the Banks, the "Available
     Commitments".

          "BANKING   SUBSIDIARY":   at  any  time,   Fiduciary   Trust   Company
     International,  Franklin  Templeton Bank and Trust Company,  F.S.B.  or any
     other  Subsidiary  of the  Borrower  licensed  to engage,  and  principally
     engaged, at such time in the banking or trust business or any Subsidiary of
     any such Subsidiary.

          "BANKS": as defined in the preamble hereto.

<PAGE>
                                                                               4

          "BID  LOAN":  each Bid Loan  made  pursuant  to  subsection  2.3;  the
     aggregate  amount advanced by a Bid Loan Bank pursuant to subsection 2.3 on
     each Bid Loan Date shall  constitute one or more Bid Loans, as specified by
     such Bid Loan Bank pursuant to subsection 2.3(b)(vi).

          "BID LOAN BANKS": Banks from time to time designated as Bid Loan Banks
     by the  Borrower,  by written  notice to the  Administrative  Agent  (which
     notice the Administrative Agent shall transmit to each such Bid Loan Bank).

          "BID LOAN  CONFIRMATION":  each  confirmation  by the  Borrower of its
     acceptance  of Bid  Loan  Offers,  which  Bid  Loan  Confirmation  shall be
     substantially  in the  form of  Exhibit  B and  shall be  delivered  to the
     Administrative Agent in writing, by telex or by facsimile transmission.

          "BID LOAN NOTES": the collective  reference to the Grid Bid Loan Notes
     and the Individual Bid Loan Notes.

          "BID  LOAN  OFFER":  each  offer by a Bid Loan  Bank to make Bid Loans
     pursuant  to a Bid Loan  Request,  which Bid Loan Offer  shall  contain the
     information   specified  in  Exhibit  B  and  shall  be  delivered  to  the
     Administrative  Agent  by  telephone,  immediately  confirmed  by  telex or
     facsimile transmission.

          "BID LOAN REQUEST": each request by the Borrower for Bid Loan Banks to
     submit bids to make Bid Loans,  which  shall  contain  the  information  in
     respect of such  requested  Bid Loans  specified  in Exhibit C and shall be
     delivered  to the  Administrative  Agent in writing,  by telex or facsimile
     transmission, or by telephone,  immediately confirmed by telex or facsimile
     transmission.

          "BORROWER": as defined in the preamble hereto.

          "BORROWING  DATE":  any Business  Day or Working  Day, as  applicable,
     specified in a notice  pursuant to subsection 2.2 or 2.3 as a date on which
     the Borrower requests the Banks to make Loans.

          "BUSINESS  DAY":  a day other than a Saturday,  Sunday or other day on
     which  commercial banks in New York City or San Francisco are authorized or
     required by law to close.

          "CAPITALIZATION  RATIO":  at a  particular  date,  the  ratio  of  (a)
     Indebtedness of the Borrower and its Included  Subsidiaries at such date to
     (b)  the  sum  of  (i)  Indebtedness  of  the  Borrower  and  its  Included
     Subsidiaries at such date and (ii) the Consolidated Net Worth at such date.

          "CAPITAL  STOCK":  any and all shares,  interests,  participations  or
     other equivalents  (however  designated) of capital stock of a corporation,
     any and all  equivalent  ownership  interests  in a  Person  (other  than a
     corporation)  and any and all  warrants or options to  purchase  any of the
     foregoing.

<PAGE>
                                                                               5

          "C/D  ASSESSMENT  RATE":  for any day as applied to any C/D Rate Loan,
     the  annual  assessment  rate in effect on such day which is  payable  by a
     member  of the  Bank  Insurance  Fund  maintained  by the  Federal  Deposit
     Insurance  Corporation  ("FDIC") classified as well-capitalized  and within
     supervisory  subgroup  "B"  (or  a  comparable  successor  assessment  risk
     classification) within the meaning of 12 C.F.R.  section  327.3(d)  (or any
     successor  provision)  to the  FDIC  (or such  successor's)  insuring  time
     deposits at offices of such institution in the United States.

          "C/D RATE LOANS":  Loans the rate of interest  applicable  to which is
     based upon the Base C/D Rate.

          "C/D RESERVE PERCENTAGE": for any day as applied to any C/D Rate Loan,
     that percentage  which is in effect on such day, as prescribed by the Board
     of Governors of the Federal Reserve System (or any successor)(the "BOARD"),
     for  determining   the  maximum   reserve   requirement  for  a  Depository
     Institution  (as  defined in  Regulation  D of the Board) in respect of new
     non-personal  time deposits in Dollars having a maturity  comparable to the
     Interest Period for such C/D Rate Loan.

          "CHANGE IN CONTROL":  any purchase or other  acquisition  of more than
     50% of the  shares of the  common  stock of the  Borrower  by any Person or
     "group" of related  Persons,  within the meaning of Section  13(d)(3) under
     the Securities and Exchange Act of 1934, as amended,  other than Charles B.
     Johnson and members of his family and Affiliates thereof.

          "CLOSING DATE":  the date on which each of the conditions set forth in
     subsection 4.1 shall have been satisfied.

          "CODE":  the Internal  Revenue  Code of 1986,  as amended from time to
     time.

          "COMMITMENT":  as to any  Bank,  the  obligation  of such Bank to make
     Revolving Credit Loans to the Borrower hereunder in an aggregate  principal
     amount at any one time  outstanding  not to  exceed  the  amount  set forth
     opposite  such  Bank's  name on  Schedule  I, as such amount may be reduced
     pursuant to the terms hereof.  The initial  aggregate  amount of the Banks'
     Commitments is $210,000,000.

          "COMMITMENT PERCENTAGE": as to any Bank at any time, the percentage of
     the aggregate Commitments then constituted by such Bank's Commitment.

          "COMMITMENT PERIOD": the period from and including the Closing Date to
     but excluding the Termination  Date or such earlier date as the Commitments
     shall terminate as provided herein.

          "COMMONLY CONTROLLED ENTITY": an entity,  whether or not incorporated,
     which is under  common  control  with the  Borrower  within the  meaning of
     Section 4001 of ERISA or is part of a group which includes the Borrower and
     which is treated as a single employer under Section 414 of the Code.

<PAGE>
                                                                               6

          "CONSOLIDATED  CURRENT  ASSETS":  at a particular  date,  all cash and
     marketable  securities owned by the Borrower and its Included  Subsidiaries
     and all liquid investments of such Person in the Funds as at such date.

          "CONSOLIDATED CURRENT LIABILITIES":  at a particular date, all amounts
     which would, in conformity with GAAP, be included under current liabilities
     on  a  consolidated   balance  sheet  of  the  Borrower  and  its  Included
     Subsidiaries as at such date, excluding, however, the current maturities of
     the Loans.

          "CONSOLIDATED   INTEREST  EXPENSE":  for  any  period,  the  aggregate
     interest  expense of the Borrower and its  Included  Subsidiaries  for such
     period,  as  determined  in  accordance  with  GAAP,   including,   without
     limitation, (a) all commissions,  discounts and other fees and charges owed
     with  respect to  letters of credit  allocable  to or  amortized  over such
     period,  (b) net costs  under  Interest  Rate  Agreements  allocable  to or
     amortized  over such period and (c) the portion of any amount payable under
     Financing  Leases that is, in accordance  with GAAP,  allocable to interest
     expense.

          "CONSOLIDATED NET INCOME": for any period, the consolidated net income
     (or deficit) of the Borrower and its Included  Subsidiaries for such period
     (taken  as  a  cumulative  whole),  determined  in  accordance  with  GAAP,
     excluding, however:

               (a) any gains or  losses  from the sale or other  disposition  of
          assets  (including  any such sale or other  disposition  of marketable
          securities,  liquid  investments or other  financial  instruments  but
          excluding any such sale of obsolete or worn-out assets in the ordinary
          course  of  business  consistent  with  past  practice)  and any other
          non-cash extraordinary or non-recurring gains or losses; and

               (b)  the  equity  interest  of  the  Borrower  and  its  Included
          Subsidiaries  in the net  income  (or  deficit)  of any Joint  Venture
          except to the extent of the actual  receipt or payment by the Borrower
          and its Subsidiaries thereof or therefor.

          "CONSOLIDATED  NET WORTH":  at a particular  date,  all amounts  which
     would be included,  under stockholders'  equity, on a consolidated  balance
     sheet  of the  Borrower  and  its  Included  Subsidiaries  determined  on a
     consolidated basis in accordance with GAAP as at such date.

          "CONSOLIDATED  WORKING CAPITAL":  at a particular date, the excess, if
     any, of Consolidated  Current Assets over Consolidated  Current Liabilities
     at such date.

          "CONTINUING BANK": as defined in the recitals hereto.

          "CONTRACTUAL  OBLIGATION":  as to any  Person,  any  provision  of any
     security  issued by such Person or of any  agreement,  instrument  or other
     undertaking  to which  such  Person is a party or by which it or any of its
     property is bound.

          "DEFAULT":  any of the events  specified  in Section 7, whether or not
     any  requirement  for the giving of notice,  the lapse of time, or both, or
     any other condition, has been satisfied.

<PAGE>
                                                                               7

          "DESIGNATED  PROPERTY":  All right, title and interest of the Borrower
     or any Affiliate in the real property and related  improvements  consisting
     of approximately 32 acres in Phase I of the Bay Meadows development located
     in the  general  vicinity of Franklin  Parkway and  Saratoga  Avenue in San
     Mateo,  California,  which includes without limitation Borrower's corporate
     campus and other  developed or  undeveloped,  contiguous or  non-contiguous
     property located thereon.

          "DOLLARS" and "$":  dollars in lawful currency of the United States of
     America.

          "EFFECTIVE DATE": shall be June 5, 2002.

          "ENVIRONMENTAL  LAWS": any and all foreign,  Federal,  state, local or
     municipal laws, rules, orders, regulations,  statutes,  ordinances,  codes,
     decrees,  requirements of any Governmental Authority or requirements of law
     (including  common law)  regulating,  relating to or imposing  liability or
     standards  of  conduct  concerning   protection  of  human  health  or  the
     environment, as now or may at any time hereafter be in effect.

          "ERISA":  the Employee  Retirement  Income  Security  Act of 1974,  as
     amended from time to time.

          "EVENT OF DEFAULT": any of the events specified in Section 7, PROVIDED
     that any requirement for the giving of notice,  the lapse of time, or both,
     or any other condition, has been satisfied.

          "EXCLUDED TAXES":  with respect to the Administrative  Agent, any Bank
     or any other  recipient  of any  payment to be made by or on account of any
     obligation of the Borrower hereunder, (a) income or franchise taxes imposed
     on (or measured by) its net income,  net worth or capital  (including taxes
     based on capital gains, minimum taxes and alternative minimum taxes) by the
     United States of America or any political  subdivision  thereof,  or by the
     jurisdiction  under the laws of which such  recipient  is  organized  or in
     which its principal office is located or, in the case of any Bank, in which
     its  applicable  Lending  Office is  located,(b)  any branch  profits taxes
     imposed by the United  States of America or any  similar tax imposed by any
     other  jurisdiction in which the Borrower is located and (c) in the case of
     a Foreign Bank  (including  for purposes of this  definition a  Participant
     claiming the benefits of subsection 2.16 pursuant to subsection  9.6(c)(ii)
     that would be a Foreign Bank if it were a Bank),  any  withholding tax that
     is imposed on amounts payable to such Foreign Bank at the time such Foreign
     Bank becomes a party to this  Agreement (or designates a new lending office
     other  than at the  request of the  Borrower)  or is  attributable  to such
     Foreign Bank's failure to comply with Section 2.16(e), except to the extent
     that such Foreign Bank (or its assignor,  if any) was entitled, at the time
     of  designation  of a  new  lending  office  (or  assignment),  to  receive
     additional  amounts from the Borrower with respect to such  withholding tax
     pursuant to Section 2.16(a).

          "EXISTING BANK": as defined in the recitals hereto.

          "EXISTING CREDIT AGREEMENT": as defined in the recitals hereto.
<PAGE>
                                                                               8

          "FEDERAL  FUNDS  EFFECTIVE  RATE":  as  defined in the  definition  of
     "ALTERNATE BASE RATE" contained in this subsection 1.1.

          "FINANCE SUBSIDIARY": Franklin Capital Corporation.

          "FINANCING  LEASE":  any  lease of  property,  real or  personal,  the
     obligations  of the lessee in respect of which are  required in  accordance
     with GAAP to be capitalized on a balance sheet of the lessee.

          "FOREIGN  BANK":  any  Bank  that is  organized  under  the  laws of a
     jurisdiction other than that in which the Borrower is located. For purposes
     of this  definition,  the United States of America,  each State thereof and
     the  District  of  Columbia   shall  be  deemed  to   constitute  a  single
     jurisdiction.

          "FTC": Franklin Templeton Companies, LLC, a Delaware limited liability
     company (formerly known as Franklin Templeton Corporate  Services,  Inc., a
     Delaware Corporation).

          "FUNDS":  the collective reference to all investment companies advised
     by the Borrower or any of its Subsidiaries.

          "GAAP":  generally accepted accounting principles in the United States
     of America in effect from time to time. If, at any time,  GAAP changes in a
     manner which will materially affect the calculations determining compliance
     by the Borrower  with any of its covenants in  subsection  6.1,  either the
     Borrower or the Majority  Banks may request an  amendment to such  covenant
     (or  the  definitions  related  thereto)  and  the  Majority  Banks  or the
     Borrower,  as the case  may be,  shall  negotiate  in good  faith  with the
     requesting  party to agree upon such  amendment to adjust such  covenant to
     give to each of the parties hereto  substantially  the same  protection and
     benefits as were contemplated prior to such changes.

          "GOVERNMENTAL AUTHORITY": any nation or government, any state or other
     political   subdivision  thereof  and  any  entity  exercising   executive,
     legislative,   judicial,  regulatory  or  administrative  functions  of  or
     pertaining to government.

          "GRID BID LOAN NOTE": as defined in subsection 2.4(e).

          "GUARANTEE OBLIGATION":  as to any Person (the "GUARANTEEING PERSON"),
     any  obligation  of (a)  the  guaranteeing  person  or (b)  another  Person
     (including,  without  limitation,  any bank  under any letter of credit) to
     induce  the  creation  of  which  the  guaranteeing  person  has  issued  a
     reimbursement,  counterindemnity  or  similar  obligation,  in either  case
     guaranteeing or in effect guaranteeing any Indebtedness,  leases, dividends
     or other obligations (the "PRIMARY  OBLIGATIONS") of any other third Person
     (the  "PRIMARY  OBLIGOR") in any manner,  whether  directly or  indirectly,
     including,  without limitation,  any obligation of the guaranteeing person,
     whether or not contingent,  (i) to purchase any such primary  obligation or
     any property  constituting  direct or indirect security  therefor,  (ii) to
     advance or supply  funds for the  purchase  or payment of any such  primary
     obligation or to maintain  working capital or equity capital of the primary
     obligor or  otherwise  to maintain
<PAGE>
                                                                               9

     the net  worth or  solvency  of the  primary  obligor,  (iii)  to  purchase
     property,  securities or services primarily for the purpose of assuring the
     owner of any such primary  obligation of the ability of the primary obligor
     to make payment of such primary  obligation or (iv)  otherwise to assure or
     hold  harmless  the owner of any such  primary  obligation  against loss in
     respect  thereof;  PROVIDED,  HOWEVER,  that the term Guarantee  Obligation
     shall not include  endorsements of instruments for deposit or collection in
     the ordinary course of business.  The amount of any Guarantee Obligation of
     any  guaranteeing  person  shall be deemed to be the lower of (a) an amount
     equal to the stated or  determinable  amount of the primary  obligation  in
     respect  of which such  Guarantee  Obligation  is made and (b) the  maximum
     amount for which such  guaranteeing  person may be liable  pursuant  to the
     terms of the instrument  embodying such Guarantee  Obligation,  unless such
     primary  obligation  and the  maximum  amount for which  such  guaranteeing
     person  may be liable  are not  stated or  determinable,  in which case the
     amount of such Guarantee  Obligation  shall be such  guaranteeing  person's
     maximum reasonably  anticipated  liability in respect thereof as determined
     by the Borrower in good faith.

          "INCLUDED  SUBSIDIARY":  any Subsidiary of the Borrower other than any
     Banking Subsidiary, Finance Subsidiary, Insurance Subsidiary or Real Estate
     Subsidiary.

          "INDEBTEDNESS":  of any Person at any date, without  duplication,  (a)
     all  indebtedness  of such Person for  borrowed  money or for the  deferred
     purchase   price  of  property  or  services   (other  than  current  trade
     liabilities  incurred in the  ordinary  course of  business  and payable in
     accordance with customary practices) or which is evidenced by a note, bond,
     debenture or similar  instrument,  (b) all obligations of such Person under
     Financing  Leases,  (c)  all  obligations  of such  Person  in  respect  of
     acceptances  issued or  created  for the  account of such  Person,  (d) all
     liabilities  secured by any Lien on any property  owned by such Person even
     though  such  Person has not  assumed or  otherwise  become  liable for the
     payment  thereof,  (e) all obligations of such Person,  whether absolute or
     contingent,  in respect of letters of credit opened for the account of such
     Person  (other  than any such  letters of credit  opened for the purpose of
     facilitating  the purchase of goods and services in the ordinary  course of
     business and having a term of not more than 360 days) and (f) all Guarantee
     Obligations of such Person in respect of any  indebtedness,  obligations or
     liabilities  of any other  Person of the type  referred  to in clauses  (a)
     through (e) of this definition.

          "INDEMNIFIED TAXES": Taxes other than Excluded Taxes.

          "INDIVIDUAL BID LOAN NOTE": as defined in subsection 2.4(e).

          "INSOLVENCY":  with respect to any  Multiemployer  Plan, the condition
     that such Plan is insolvent within the meaning of Section 4245 of ERISA.

          "INSOLVENT": pertaining to a condition of Insolvency.

          "INSURANCE SUBSIDIARY":  at any time, ILA Financial Services, Inc., or
     any other  Subsidiary of the Borrower  licensed to engage,  and principally
     engaged,  at such time in the insurance  business or any Subsidiary of such
     Subsidiary.

<PAGE>
                                                                              10

          "INTEREST  PAYMENT DATE":  (a) as to any Alternate Base Rate Loan, the
     last day of each March, June,  September and December,  (b) as to any LIBOR
     Loan or LIBOR Bid Loan having an Interest Period of three months or less or
     any  Absolute  Rate Bid Loan having an interest  period of 90 days or less,
     the last day of such Interest  Period,  and (c) as to any LIBOR Loan or Bid
     Loan having an  Interest  Period  longer than three  months (in the case of
     LIBOR Loans and LIBOR Bid Loans) or 90 days (otherwise),  each day which is
     three months or 90 days, as the case may be, or a whole  multiple  thereof,
     after  the  first  day of such  Interest  Period  and the  last day of such
     Interest  Period and, in each case,  on the day on which a Loan becomes due
     and is payable in full and is paid or prepaid in full.

          "INTEREST PERIOD": (a) with respect to any LIBOR Loans:

          (i)  initially,  the period  commencing on the borrowing or conversion
          date,  as the case may be, with respect to such LIBOR Loans and ending
          one,  two,  three,  or six,  months  thereafter,  as  selected  by the
          Borrower in its notice of borrowing as provided in  subsection  2.2 or
          its notice of conversion as provided in subsection 2.8(a), as the case
          may be; and

          (ii)  thereafter,  each period  commencing on the last day of the next
          preceding  Interest  Period  applicable to such LIBOR Loans and ending
          one, two, three or six months thereafter,  as selected by the Borrower
          by irrevocable notice to the  Administrative  Agent not less than four
          Working Days prior to the last day of the then current Interest Period
          with respect to such LIBOR Loans;

          (b) with  respect to  any  Bid  Loan,  the  period  commencing  on the
     Borrowing  Date in  respect  of such Bid Loan and  ending on the  scheduled
     maturity date thereof;

     PROVIDED that, all of the foregoing provisions relating to Interest Periods
     are subject to the following:


               (1) if any Interest Period  pertaining to a LIBOR Loan or a LIBOR
          Bid Loan would otherwise end on a day which is not a Working Day, such
          Interest Period shall be extended to the next  succeeding  Working Day
          unless the result of such  extension  would be to carry such  Interest
          Period into another calendar month in which event such Interest Period
          shall end on the immediately preceding Working Day;

               (2) if any Interest  Period  pertaining  to an Absolute  Rate Bid
          Loan would  otherwise  end on a day that is not a  Business  Day) such
          Interest Period shall be extended to the next succeeding Business Day;

               (3) any Interest Period pertaining to a LIBOR Loan or a LIBOR Bid
          Loan that begins on the last Working Day of a calendar  month (or on a
          day  for  which  there  is no  numerically  corresponding  day  in the
          calendar  month at the end of such  Interest  Period) shall end on the
          last Working Day of a calendar month;

               (4) any  Interest  Period  that  would  otherwise  end  after the
          Termination Date shall end on the Termination Date; and

<PAGE>
                                                                              11


               (5) the Borrower  shall use its best  efforts to select  Interest
          Periods so as not to require a payment or prepayment of any LIBOR Loan
          during an Interest Period for such Loan.

          "INTEREST RATE  AGREEMENT":  any interest rate  protection  agreement,
     interest rate future,  interest rate option,  interest rate swap,  interest
     rate cap or other  interest  rate  hedge or  arrangement  under  which  the
     Borrower or any of its Subsidiaries is a party or a beneficiary.

          "INVESTMENT COMPANY ACT": as defined in subsection 3.12(a).

          "JOINT VENTURE":  any corporation,  partnership or other entity (other
     than a Subsidiary of the  Borrower) as to which the  Borrower,  directly or
     indirectly,  owns 33% or more of the  shares  of any  class of its  capital
     stock or of its other  ownership  interests,  whether voting or non-voting,
     and as to which the Borrower (or any relevant  Subsidiary  of the Borrower)
     is not simply a passive investor.

          "JPMCB": as defined in the preamble hereto.

          "LEASE   FINANCING   ARRANGEMENT":   any   indebtedness,   obligation,
     contingent  liability,  guaranty,  pledge,  lien, lease,  sublease,  ground
     lease,  synthetic lease,  financing,  re-financing,  sale,  sale-leaseback,
     exchange,  disposition,  acquisition or other transaction incurred, granted
     or  entered  into by  Borrower  or FTC  pursuant  to (or as a result of the
     rights or options available to Borrower or FTC under) (i) the Participation
     Agreement,  dated  September 27, 1999,  entered into by FTC, First Security
     Bank,  National  Association,  as owner trustee under the FRI Trust 1999-1,
     Bank of America,  N.A., as the agent for certain  lenders and holders,  and
     certain banks and other lending  institutions,  as the same may be amended,
     supplemented  or  extended  from time to time,  (ii) the  leases  and other
     documents entered into in connection therewith, in each case as part of the
     lease financing  transaction  relating to the Designated  Property,  as the
     same may be amended,  supplemented  or extended from time to time, or (iii)
     any transaction entered into by Borrower, FTC or any affiliate thereof from
     time  to  time  to  substitute,  refinance,  replace  discharge,  reconvey,
     restructure  or release or enter into any other related  transactions  with
     respect  to any of the  foregoing  with  respect to all or a portion of the
     Designated Property.

          "LENDING OFFICE": as defined in subsection 2.1(b).

          "LIBOR":  with  respect  to  each  day  during  each  Interest  Period
     pertaining to a LIBOR Loan or a LIBOR Bid Loan, the rate per annum equal to
     the rate that appears with respect to such Interest  Period on Page 3750 of
     the Dow Jones Market  Service (or on any  successor or  substitute  page of
     such service, or any successor to or substitute for such service, providing
     rate  quotations  comparable to those  currently  provided on such page for
     such service,  as determined by the Administrative  Agent from time to time
     for purposes of providing quotations of interest rates applicable to dollar
     deposits in the London interbank market) as of 11:00 A.M., London time, two
     Working Days prior to the  beginning of such  Interest  Period (or, if such
     rate is not available on any such page, the
<PAGE>
                                                                              12

     average (rounded upward to the nearest 1/16th of 1%)of the respective rates
     notified to the Administrative  Agent by each of the Reference Banks as the
     rate at which such Reference  Bank is offered  Dollar  deposits at or about
     11:00 A.M.  London time,  two Working  Days prior to the  beginning of such
     Interest Period in the London interbank  eurodollar  market for delivery on
     the first day of such  Interest  Period  for the  number of days  comprised
     therein and in an amount  comparable  to the amount of its LIBOR Loan to be
     outstanding  during  such  Interest  Period  or, in the case of a LIBOR Bid
     Loan, in an amount approximately equal to such LIBOR Bid Loan).

          "LIBOR ADJUSTED  RATE":  with respect to each day during each Interest
     Period  pertaining  to a LIBOR  Loan or LIBOR  Bid  Loan,  a rate per annum
     determined for such day in accordance with the following  formula  (rounded
     upward to the nearest 1/100th of 1%):

                                      LIBOR
                     ---------------------------------------
                        1.00 - LIBOR Reserve Requirements

          "LIBOR BID LOAN REQUEST": any Bid Loan Request requesting the Bid Loan
     Banks  to  offer  to make  Bid  Loans  at an  interest  rate  equal  to the
     Applicable Index Rate plus (or minus) a margin.

          "LIBOR BID LOANS":  Bid Loans made at a rate of interest  based on the
     Applicable Index Rate.

          "LIBOR LOANS":  Revolving Credit Loans the rate of interest applicable
     to which is based upon LIBOR.

          "LIBOR Reserve  Requirements":  for any day as applied to a LIBOR Loan
     or LIBOR Bid Loan, as the case may be, the aggregate (without  duplication)
     of  the  maximum  rates  (expressed  as  a  decimal  fraction)  of  reserve
     requirements in effect on such day (including,  without limitation,  basic,
     supplemental,  marginal and emergency reserves under any regulations of the
     Board of  Governors  of the Federal  Reserve  System or other  Governmental
     Authority  having  jurisdiction  with respect thereto) dealing with reserve
     requirements  prescribed for eurocurrency funding (currently referred to as
     "Eurocurrency  Liabilities" in Regulation D of such Board)  maintained by a
     member  bank of such  System.  As at the  Signing  Date,  there are no such
     reserve requirements.

          "LIEN":  any  mortgage,  pledge,  hypothecation,  assignment,  deposit
     arrangement,   encumbrance,  lien  (statutory  or  other),  or  preference,
     priority or other  security  agreement or  preferential  arrangement of any
     kind or nature whatsoever (including,  without limitation,  any conditional
     sale or  other  title  retention  agreement,  any  Financing  Lease  having
     substantially  the same economic  effect as any of the  foregoing,  and the
     filing of any  financing  statement  under the Uniform  Commercial  Code or
     comparable law of any jurisdiction in respect of any of the foregoing).

          "LOANS":  the collective  reference to the Revolving  Credit Loans and
     the Bid Loans.

<PAGE>
                                                                              13


          "LOAN DOCUMENTS": this Agreement and any Notes.

          "MAJORITY  BANKS":  at any time,  Banks the Commitment  Percentages of
     which aggregate more than 50%. If the Commitments are terminated,  Majority
     Banks shall mean Banks holding more than 50% of the outstanding Loans.

          "MATERIAL  ADVERSE  EFFECT":  a  material  adverse  effect  on (a) the
     business, operations, property or condition (financial or otherwise) of the
     Borrower  and its  Subsidiaries  taken as a whole,  (b) the  ability of the
     Borrower and its  Subsidiaries  to perform the  obligations of the Borrower
     under this Agreement or the Notes, or (c) the validity or enforceability of
     this  Agreement,  any of  the  Notes  or  the  rights  or  remedies  of the
     Administrative Agent or the Banks hereunder or thereunder.

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

          "MULTIEMPLOYER  PLAN": a Plan which is a multiemployer plan as defined
     in Section 4001(a)(3) of ERISA.

          "NET PROCEEDS": with respect to any Asset Disposition,  the net amount
     equal to the aggregate amount received in cash (including any cash received
     by way of deferred payment  pursuant to a note  receivable,  other non-cash
     consideration or otherwise,  but only as and when such cash is so received)
     in  connection  with  such  Asset  Disposition  minus  the  sum of (a)  the
     reasonable fees,  commissions and other out-of-pocket  expenses incurred by
     the Borrower or any  Subsidiary,  as  applicable,  in connection  with such
     Asset  Disposition  (other than amounts payable to Affiliates of the Person
     making such disposition) and (b) federal, state and local taxes incurred in
     connection  with such Asset  Disposition,  whether  payable at such time or
     thereafter.

          "NEW BANK": as defined in the recitals hereto.

          "NON-MATERIAL   SUBSIDIARY":   as  to  any   Person  at  any  time  of
     determination,  a  Subsidiary  of such  Person in which such Person and its
     other  Subsidiaries  have  made an  aggregate  investment  of not more than
     $2,000,000.

          "NOTES":  the collective  reference to the Revolving  Credit Notes and
     the Bid Loan Notes.

          "OBLIGATIONS":  the unpaid  principal of and  interest on  (including,
     without  limitation,  interest accruing after the maturity of the Loans and
     interest accruing on or after the filing of any petition in bankruptcy,  or
     the  commencement of any  insolvency,  reorganization  or like  proceeding,
     relating  to the  Borrower,  whether  or not a  claim  for  post-filing  or
     post-petition  interest  is allowed in such  proceeding)  the Notes and all
     other  obligations  and  liabilities of the Borrower to the  Administrative
     Agent or to the Banks, whether direct or indirect,  absolute or contingent,
     due or to become due,  or now  existing or  hereafter  incurred,  which may
     arise under, out of, or in connection with, this Agreement,  the Notes, any
     other Loan  Document  and any other  document  made,  delivered or given in
     connection  herewith  or  therewith,   whether  on  account  of  principal,
     interest,  reimbursement  obligations,  fees, indemnities,  costs, expenses
     (including,  without
<PAGE>
                                                                              14

     limitation,  all fees and disbursements of counsel,  and the allocated cost
     of internal counsel,  to the Administrative  Agent or to the Banks that are
     required  to be  paid  by the  Borrower  pursuant  to  the  terms  of  this
     Agreement) or otherwise.

          "OTHER  TAXES":  any and all  present or future  stamp or  documentary
     taxes or any other  excise or  property  taxes,  charges or similar  levies
     arising from any payment made hereunder or from the execution,  delivery or
     enforcement of, or otherwise with respect to, this Agreement.

          "PARTICIPANT": as defined in subsection 9.6(c).

          "PBGC": the Pension Benefit Guaranty Corporation  established pursuant
     to Subtitle A of Title IV of ERISA.

          "PERSON":  an individual,  partnership,  corporation,  business trust,
     joint stock  company,  trust,  unincorporated  association,  joint venture,
     Governmental Authority or other entity of whatever nature.

          "PLAN":  at a  particular  time,  any  employee  benefit plan which is
     covered  by ERISA  and in  respect  of which  the  Borrower  or a  Commonly
     Controlled  Entity is (or, if such plan were terminated at such time, would
     under  Section 4069 of ERISA be deemed to be) an  "employer"  as defined in
     Section 3(5) of ERISA.

          "PROPERTIES":  the  collective  reference  to the  real  and  personal
     property  owned,  leased  or  operated  by  the  Borrower  or  any  of  its
     Subsidiaries.

          "RATING":  at any date,  the lower of the ratings then assigned by S&P
     or  Moody's  to the  unsecured,  senior  long-term  debt  of  the  Borrower
     (including any medium-term  notes of the Borrower).  A Rating is one of the
     following Ratings based upon the applicable rating from S&P or Moody's:

          Rating                       S&P                        Moody's
          ------                       ---                        -------

          Rating 1                     AA- or above               Aa3 or above
          Rating 2                     A+, A, A-                  A1, A2, A3
          Rating 3                     BBB+                       Baa1
          Rating 4                     BBB                        Baa2
          Rating 5                     BBB- or below              Baa3 or below


     If any Rating  shall be changed by  Moody's or S&P,  such  change  shall be
     effective as of the date on which it is first  announced by the  applicable
     rating  agency.  Any  change in the  Applicable  Margin  due to a change in
     Rating shall apply during the effective  date of such change and end on the
     date immediately  preceding the effective date of the next such change.  If
     at any time the Borrower is not rated, Rating 5 will apply.

<PAGE>
                                                                              15

          "REAL ESTATE SUBSIDIARY":  at any time, Franklin  Properties,  Inc. or
     any other  Subsidiary of the Borrower  principally  engaged at such time in
     the  real  estate  investment  and  property  management  business  or  any
     Subsidiary of any such Subsidiary.

          "REFERENCE BANKS": JPMCB, Bank of America, N.A., The Bank of New York,
     Citicorp USA Inc., and BNP Paribas.

          "REGISTER": as defined in subsection 9.6(b)(iv).

          "REGULATION U":  Regulation U of the Board of Governors of the Federal
     Reserve System.

          "REGULATION X":  Regulation X of the Board of Governors of the Federal
     Reserve System.

          "REORGANIZATION":   with  respect  to  any  Multiemployer   Plan,  the
     condition that such plan is in reorganization within the meaning of Section
     4241 of ERISA.

          "REPORTABLE  EVENT": any of the events set forth in Section 4043(b) of
     ERISA,  other than those events as to which the thirty day notice period is
     waived under  subsections  .13,  .14,  .16, .18, .19 or .20 of PBGC Reg.ss.
     2615.

          "REQUIREMENT   OF  LAW":  as  to  any  Person,   the   Certificate  of
     Incorporation and By-Laws or other organizational or governing documents of
     such Person, and any law, treaty, rule or regulation or determination of an
     arbitrator  or a court  or  other  Governmental  Authority,  in  each  case
     applicable  to or binding  upon such  Person or any of its  property  or to
     which such Person or any of its property is subject.

          "RESPONSIBLE OFFICER": the chief executive officer, the president, any
     senior  vice  president  or any vice  president  of the  Borrower  or, with
     respect to financial  matters,  the chief financial  officer,  treasurer or
     controller of the Borrower.

          "REVOLVING CREDIT LOANS": as defined in subsection 2.1(a).

          "REVOLVING CREDIT NOTES": as defined in subsection 2.4(e).

          "SEC": the Securities and Exchange  Commission,  any successor thereto
     and any analogous Governmental Authority.

          "S&P": Standard & Poor's Corporation.

          "SIGNING DATE": the date hereof.

          "SINGLE  EMPLOYER  PLAN":  any Plan  which is  covered  by Title IV of
     ERISA, but which is not a Multiemployer Plan.

          "SUBSIDIARY":  as to  any  Person  at any  time  of  determination,  a
     corporation,  partnership or other entity (other than any Fund or any other
     investment  company or
<PAGE>
                                                                              16


     similar   investment   entity  existing  under  foreign  law  substantially
     equivalent  to an  investment  company)  of which  shares of stock or other
     ownership  interests having ordinary voting power (other than stock or such
     other ownership interests having such power only by reason of the happening
     of a  contingency)  to elect a majority of the board of  directors or other
     managers of such  corporation,  partnership or other entity are at the time
     owned,  or the  management  of which is otherwise  controlled,  directly or
     indirectly through one or more intermediaries or Subsidiaries,  or both, by
     such Person.  Unless otherwise qualified,  all references to a "Subsidiary"
     or to  "Subsidiaries"  in this  Agreement  shall refer to a  Subsidiary  or
     Subsidiaries of the Borrower.

          "TAXES": any and all present or future taxes, levies, imposts, duties,
     deductions, charges or withholdings imposed by any Governmental Authority.

          "TERMINATION  DATE":  the date that is five years after the  Effective
     Date.

          "364 DAY FACILITY":  the Amended and Restated 364 Day Facility  Credit
     Agreement,  dated as of the date hereof,  among the  Borrower,  the several
     banks and other  financial  institutions  from time to time parties thereto
     and  JPMCB,  as   administrative   agent,  as  the  same  may  be  amended,
     supplemented or otherwise modified from time to time.

          "TRANCHE":  the  collective  reference  to LIBOR  Loans  the  Interest
     Periods  with respect to all of which begin on the same date and end on the
     same later date (whether or not such LIBOR Loans shall originally have been
     made on the same day).

          "TRANSFEREE": as defined in subsection 9.6(g).

          "TYPE":  as to any Revolving  Credit Loan,  its nature as an Alternate
     Base Rate Loan or a LIBOR Loan.

          "WORKING   DAY":  any  Business  Day  on  which  dealings  in  foreign
     currencies and exchange between banks may be carried on in London, England.

     1.2 OTHER DEFINITIONAL PROVISIONS.  (a) Unless otherwise specified therein,
all terms defined in this Agreement shall have the defined meanings when used in
the  Notes or any  certificate  or other  document  made or  delivered  pursuant
hereto.

     (b) As used herein and in the Notes,  and any certificate or other document
made or delivered pursuant hereto, accounting terms relating to the Borrower and
its  Subsidiaries  not defined in  subsection  1.1 and  accounting  terms partly
defined in subsection 1.1, to the extent not defined,  shall have the respective
meanings given to them under GAAP.

     (c) The words  "hereof",  "herein"  and  "hereunder"  and words of  similar
import when used in this Agreement  shall refer to this Agreement as a whole and
not to any  particular  provision of this  Agreement,  and Section,  subsection,
Schedule  and  Exhibit   references  are  to  this  Agreement  unless  otherwise
specified.

<PAGE>
                                                                              17

     (d) The meanings given to terms defined herein shall be equally  applicable
to both the singular and plural forms of such terms.

     SECTION 2. AMOUNT AND TERMS OF LOANS

     2.1 REVOLVING CREDIT  COMMITMENTS.  (a) Subject to the terms and conditions
hereof,  each  Bank  severally  agrees  to  make  revolving  credit  loans  (the
"Revolving  Credit  Loans")  to the  Borrower  from  time  to  time  during  the
Commitment  Period in an aggregate  principal amount not to exceed the amount of
such  Bank's  Commitment,  provided  that  the  aggregate  principal  amount  of
Revolving  Credit  Loans and Bid  Loans  outstanding  at any one time  shall not
exceed  the  aggregate  amount  of the  Commitments  at such  time.  During  the
Commitment  Period the Borrower may use the Commitments by borrowing,  prepaying
the  Revolving  Credit  Loans  in  whole or in  part,  and  reborrowing,  all in
accordance with the terms and conditions hereof.

     (b) The  Revolving  Credit  Loans may from time to time be (i) LIBOR Loans,
(ii) Alternate Base Rate Loans or (iii) a combination  thereof, as determined by
the  Borrower  and  notified  to the  Administrative  Agent in  accordance  with
subsections 2.2 and 2.8, provided that no Revolving Credit Loan shall be made as
a LIBOR Loan after the day that is one month prior to the Termination Date. Each
Bank may make or  maintain  its  Revolving  Credit  Loans to the  Borrower by or
through any branch or other  affiliate as determined by it from time to time and
notified to the Administrative  Agent (any such branch or affiliate being herein
called a "Lending Office").

     2.2 PROCEDURE FOR REVOLVING CREDIT BORROWING. The Borrower may borrow under
the Commitments during the Commitment Period on any Working Day if the borrowing
is a LIBOR Loan or on any  Business Day if the  borrowing  is an Alternate  Base
Rate  Loan,  provided  that the  Borrower  shall give the  Administrative  Agent
irrevocable  notice (which notice must be received by the  Administrative  Agent
(a) prior to 10:00  A.M.,  New York City time,  four  Working  Days prior to the
requested  Borrowing Date, if all or any part of the requested  Revolving Credit
Loans are to be initially  LIBOR Loans or (b) prior to 10:30 A.M., New York City
time, on the requested Borrowing Date, otherwise),  specifying (i) the aggregate
amount to be borrowed,  (ii) the  requested  Borrowing  Date,  (iii) whether the
borrowing is to be of LIBOR Loans,  Alternate  Base Rate Loans or a  combination
thereof and (iv) if the  borrowing  is to be entirely or partly of LIBOR  Loans,
the amounts of such Type of Loan and the lengths of the initial Interest Periods
therefor.  Each borrowing under the  Commitments  shall be in an amount equal to
(x) in the case of Alternate Base Rate Loans,  $5,000,000 or a whole multiple of
$1,000,000 in excess  thereof (or, if the then  Available  Commitments  are less
than  $5,000,000,  such  lesser  amount)  and (y) in the  case of  LIBOR  Loans,
$5,000,000 or a whole multiple of $1,000,000 in excess thereof.  Upon receipt of
any such notice  from the  Borrower,  the  Administrative  Agent shall  promptly
notify each Bank  thereof.  Each Bank will make the amount of its pro rata share
of each borrowing  available to the Administrative  Agent for the account of the
Borrower at the office of the  Administrative  Agent specified in subsection 9.2
prior to 2:00 P.M.,  New York City time, on the Borrowing  Date requested by the
Borrower in funds immediately available to the Administrative Agent. Such amount
will then be made available to the relevant Borrower by the Administrative Agent
crediting  the  account of such  Borrower  on
<PAGE>
                                                                              18

the books of such office with such amount made  available to the  Administrative
Agent by such  Bank for  such  Borrower  and in like  funds as  received  by the
Administrative Agent.

     2.3 THE BID LOANS.  (a) The Borrower may borrow Bid Loans from time to time
on any Business Day (in the case of Bid Loans made  pursuant to an Absolute Rate
Bid Loan  Request) or on any Working Day (in the case of Bid Loans made pursuant
to a LIBOR Bid Loan  Request)  during the period from the Closing Date until the
date occurring 7 days prior to the  Termination  Date in the manner set forth in
this  subsection  2.3 and in  amounts  such that the  aggregate  amount of Loans
outstanding at any time shall not exceed the aggregate amount of the Commitments
at such time.

     (b) (i) The  Borrower  shall  request  Bid Loans by  delivering  a Bid Loan
Request  to the  Administrative  Agent not later  than 12:00 Noon (New York City
time) four Working Days prior to the proposed  Borrowing  Date (in the case of a
LIBOR Bid Loan Request),  and not later than 10:00 A.M. (New York City time) one
Business  Day prior to the proposed  Borrowing  Date (in the case of an Absolute
Rate Bid Loan Request).  Each Bid Loan Request may solicit bids for Bid Loans in
an  aggregate  principal  amount  of  $5,000,000  or  an  integral  multiple  of
$1,000,000 in excess  thereof and for not more than three  alternative  maturity
dates for such Bid Loans.  The maturity date for each Bid Loan shall be not less
than 7 days nor more than 360 days after the Borrowing Date therefor (and in any
event not after the Termination Date). The  Administrative  Agent shall promptly
notify each Bid Loan Bank by telex or facsimile  transmission of the contents of
each Bid Loan Request received by it.

     (ii) In the case of a LIBOR Bid Loan  Request,  upon receipt of notice from
the Administrative  Agent of the contents of such Bid Loan Request, any Bid Loan
Bank that elects,  in its sole discretion,  to do so, shall irrevocably offer to
make one or more Bid Loans at the  Applicable  Index Rate plus or minus a margin
for each such Bid Loan determined by such Bid Loan Bank in its sole  discretion.
Any such  irrevocable  offer shall be made by delivering a Bid Loan Offer to the
Administrative  Agent before 10:30 A.M.  (New York City time) three Working Days
before the proposed  Borrowing  Date,  setting  forth the maximum  amount of Bid
Loans for each maturity date, and the aggregate  maximum amount for all maturity
dates,  which such Bid Loan Bank would be willing to make  (which  amounts  may,
subject to subsection  2.3(a),  exceed such Bid Loan Bank's  Commitment) and the
margin above or below the  Applicable  Index Rate at which such Bid Loan Bank is
willing to make each such Bid Loan;  the  Administrative  Agent shall advise the
Borrower  before 11:15 A.M.  (New York City time) three  Working Days before the
proposed Borrowing Date, of the contents of each such Bid Loan Offer received by
it. If the Administrative Agent in its capacity as a Bid Loan Bank shall, in its
sole  discretion,  elect to make any such offer, it shall advise the Borrower of
the contents of its Bid Loan Offer before 10:15 A.M.  (New York City time) three
Working Days before the proposed Borrowing Date.

     (iii) In the case of an Absolute  Rate Bid Loan  Request,  upon  receipt of
notice from the  Administrative  Agent of the contents of such Bid Loan Request,
any  Bid  Loan  Bank  that  elects,  in its  sole  discretion,  to do so,  shall
irrevocably  offer to make one or more Bid Loans at a rate or rates of  interest
for each such Bid Loan determined by such Bid Loan Bank in its sole  discretion.
Any such  irrevocable  offer shall be made by delivering a Bid Loan Offer to the
Administrative  Agent  before  9:30 A.M.  (New York City  time) on the  proposed
Borrowing Date,  setting forth the maximum amount of Bid Loans for each maturity
date, and the aggregate
<PAGE>
                                                                              19

maximum amount for all maturity dates, which such Bid Loan Bank would be willing
to make (which amounts may, subject to subsection  2.3(a),  exceed such Bid Loan
Bank's Commitment) and the rate or rates of interest at which such Bid Loan Bank
is willing to make such Bid Loan;  the  Administrative  Agent  shall  advise the
Borrower  before 10:15 A.M. (New York City time) on the proposed  Borrowing Date
of  the  contents  of  each  such  Bid  Loan  Offer   received  by  it.  If  the
Administrative  Agent in its  capacity  as a Bid Loan  Bank  shall,  in its sole
discretion,  elect to make any such offer,  it shall  advise the Borrower of the
contents  of its Bid Loan  Offer  before  9:15 A.M.  (New York City time) on the
proposed Borrowing Date.

     (iv) The  Borrower  shall  before  11:30 A.M.  (New York City  time)  three
Working  Days  before  the  proposed  Borrowing  Date (in the case of Bid  Loans
requested  by a LIBOR Bid Loan  Request)  and before  10:30 A.M.  (New York City
time) on the proposed  Borrowing Date (in the case of Bid Loans  requested by an
Absolute Rate Bid Loan Request) either, in its absolute discretion:

          (A) cancel such Bid Loan  Request by giving the  Administrative  Agent
     telephone notice to that effect; or

          (B) accept one or more of the offers  made by any Bid Loan Bank or Bid
     Loan Banks  pursuant to clause (ii) or clause (iii) above,  as the case may
     be, by giving telephone  notice to the  Administrative  Agent  (immediately
     confirmed  by  delivery  to  the   Administrative   Agent  of  a  Bid  Loan
     Confirmation) of the amount of Bid Loans for each relevant maturity date to
     be made by each Bid Loan Bank  (which  amount for each such  maturity  date
     shall be equal to or less than the maximum  amount for such  maturity  date
     specified in the Bid Loan Offer of such Bid Loan Bank, and for all maturity
     dates  included  in such Bid Loan Offer  shall be equal to or less than the
     aggregate  maximum  amount  specified  in such Bid Loan  Offer for all such
     maturity  dates)  and reject any  remaining  offers  made by Bid Loan Banks
     pursuant  to  clause  (ii) or  clause  (iii)  above,  as the  case  may be;
     PROVIDED,  HOWEVER,  that (x) the  Borrower  may not accept  offers for Bid
     Loans for any maturity date in an aggregate  principal  amount in excess of
     the maximum principal amount requested in the related Bid Loan Request, (y)
     if the Borrower accepts any of such offers,  it must accept offers strictly
     based  upon  pricing  for such  relevant  maturity  date and not any  other
     criteria whatsoever and (z) if two or more Bid Loan Banks submit offers for
     any maturity date at identical pricing and the Borrower accepts any of such
     offers  but does not wish to borrow  the total  amount  offered by such Bid
     Loan Banks with such  identical  pricing,  the Borrower shall accept offers
     from all of such Bid Loan Banks in amounts allocated among them PRO RATA as
     shall be practicable  after giving effect to the requirement that Bid Loans
     made by a Bid Loan Bank on a Borrowing Date for each relevant maturity date
     shall  be in a  principal  amount  of  $5,000,000  or a whole  multiple  of
     $1,000,000 in excess thereof).

     (v) If the  Borrower  notifies  the  Administrative  Agent  that a Bid Loan
Request is cancelled pursuant to clause (iv) (A) above, the Administrative Agent
shall give prompt  telephone  notice thereof to the Bid Loan Banks,  and the Bid
Loans requested thereby shall not be made.
<PAGE>
                                                                              20

     (vi) If the Borrower  accepts pursuant to clause (iv) (B) above one or more
of the offers  made by any Bid Loan Bank or Bid Loan Banks,  the  Administrative
Agent shall promptly  notify each Bid Loan Bank which has made such an offer, of
the  aggregate  amount of such Bid Loans to be made on such  Borrowing  Date for
each maturity date and of the acceptance or rejection of any offers to make such
Bid Loans made by such Bid Loan Bank.  Each Bid Loan Bank which is to make a Bid
Loan  shall,  before  12:00  Noon  (New York City  time) on the  Borrowing  Date
specified  in the Bid Loan Request  applicable  thereto,  make  available to the
Administrative Agent at its office set forth in subsection 9.2 the amount of Bid
Loans to be made by such Bid Loan Bank,  in  immediately  available  funds.  The
Administrative  Agent will make such funds  available to the Borrower as soon as
practicable on such date at the  Administrative  Agent's aforesaid  address.  As
soon as practicable  after each Borrowing Date, the  Administrative  Agent shall
notify each Bank of the aggregate amount of Bid Loans advanced on such Borrowing
Date and the respective maturity dates thereof.

     (c) Within the limits and on the  conditions  set forth in this  subsection
2.3, the Borrower may from time to time borrow under this  subsection 2.3, repay
pursuant to subsection 2.4, and reborrow under this subsection 2.3. The Borrower
shall not have the right to prepay any principal amount of any Bid Loan.

     (d) The Borrower shall pay interest on the unpaid  principal amount of each
Bid Loan made to it from the Borrowing Date to the stated maturity date thereof,
at the rate of interest  determined pursuant to subsection 2.4 below (calculated
on the  basis  of a 360 day year  for  actual  days  elapsed),  payable  on each
Interest  Payment Date for such Bid Loan.  If all or a portion of the  principal
amount  of any Bid Loan  shall  not be paid  when  due  (whether  at the  stated
maturity,  by acceleration or otherwise),  such overdue  principal amount shall,
without limiting any rights of any Bank under this Agreement, bear interest from
the date on which such payment was due at a rate per annum which is 2% above the
rate which would  otherwise  be  applicable  pursuant to such Bid Loan until the
scheduled  maturity date with respect thereto,  and for each day thereafter at a
rate per annum which is 2% above the Alternate  Base Rate until paid in full (as
well after as before  judgment).  Interest  accruing pursuant to the immediately
preceding sentence shall be payable on demand.

     2.4  REPAYMENT  OF  LOANS;  EVIDENCE  OF  DEBT.  (a)  The  Borrower  hereby
unconditionally  promises to pay (i) to the Administrative Agent for the account
of each Bank the then unpaid  principal  amount of each Revolving Credit Loan on
the  Termination  Date (or any earlier  date on which,  subject to the terms and
conditions  of this  Agreement,  such payment  shall become due and payable,  by
acceleration or otherwise) and (ii) to the Administrative  Agent for the account
of each relevant Bid Loan Bank the then unpaid principal amount of each Bid Loan
on the maturity date for such Loan (such  maturity date being that  specified by
the  Borrower  for the  repayment  of such  Bid  Loan in the  related  Bid  Loan
Request).

     (b) Each Bank shall  maintain  in  accordance  with its usual  practice  an
account or accounts  evidencing  the  indebtedness  of the Borrower to such Bank
resulting  from each Loan made by such Bank,  including the amounts of principal
and interest payable and paid to such Bank from time to time hereunder.
<PAGE>
                                                                              21

     (c) The  Administrative  Agent  shall  maintain  accounts in which it shall
record  (i) the  amount  of each  Loan made  hereunder,  whether  such Loan is a
Revolving  Credit Loan or a Bid Loan,  the Type thereof and the Interest  Period
or, in the case of Bid Loans,  the maturity date  applicable  thereto,  (ii) the
amount of any principal or interest due and payable or to become due and payable
from the  Borrower  to each  Bank  hereunder  and  (iii)  the  amount of any sum
received by the Administrative  Agent hereunder for the account of the Banks and
each Bank's share thereof.

     (d) The entries made in the accounts  maintained  pursuant to paragraph (b)
or (c) of this  Section  shall be prima  facie  evidence  of the  existence  and
amounts of the obligations  recorded  therein;  provided that the failure of any
Bank or the Administrative  Agent to maintain such accounts or any error therein
shall not in any manner affect the obligation of the Borrower to repay the Loans
in accordance with the terms of this Agreement.  The Administrative  Agent shall
provide such back-up information and supporting documentation that is reasonably
requested  by the  Borrower  from time to time to support  entries  made in said
accounts.

     (e) Any Bank may request that Loans made by it be evidenced by a promissory
note. In such event, the  Administrative  Agent shall prepare,  and the Borrower
shall  execute and deliver to such Bank, a promissory  note payable to the order
of such Bank (or, if  requested  by such Bank,  to such Bank and its  registered
assigns)  substantially  in the form of Exhibit  E-1,  in the case of  Revolving
Loans (a "Revolving  Credit Note"), or Exhibit E-2, in the case of any Bid Loans
(a "Grid Bid Loan Note");  provided  that any Bid Loan Bank may request that any
individual  Bid Loan (or  portion  thereof)  made by it in an amount of at least
$5,000,000  be  evidenced by an  individual  note in the form of Exhibit E-3 (an
"Individual Bid Loan Note").  Thereafter, the Loans evidenced by such promissory
note  and  interest  thereon  shall at all  times  (including  after  assignment
pursuant  to Section  9.6) be  represented  by one or more  promissory  notes in
substantially  such form payable to the order of the payee named therein (or, if
such  promissory  note is a registered  note,  to such payee and its  registered
assigns).

     2.5 OPTIONAL  TERMINATION OR REDUCTION OF  COMMITMENTS.  The Borrower shall
have  the  right,  upon  not  less  than  five  Business  Days'  notice  to  the
Administrative  Agent to terminate  the  Commitments  or, from time to time,  to
reduce  the  amount  of the  Commitments,  provided  that no such  reduction  or
termination  shall be  permitted  if, after giving  effect  thereto,  and to any
prepayment of the Revolving Credit Loans made on the effective date therein, the
then outstanding principal amount of Loans (including,  without limitation,  Bid
Loans) would exceed the aggregate  amount of the Commitments as so reduced.  Any
such reduction  shall be in an amount equal to $5,000,000 or a whole multiple of
$1,000,000 in excess thereof and shall reduce  permanently the Commitments  then
in effect.

     2.6 OPTIONAL PREPAYMENTS.  Subject to subsection 2.17, the Borrower may, at
any time and from time to time,  prepay the Revolving  Credit Loans, in whole or
in  part,  without  premium  or  penalty,  upon at  least  four  Business  Days'
irrevocable notice from the Borrower to the Administrative  Agent specifying the
date and amount of  prepayment  and whether the  prepayment  is of LIBOR  Loans,
Alternate  Base Rate Loans or a  combination  thereof,  and, if of a combination
thereof,  the amount allocable to each. Upon receipt of any such notice from the
Borrower,  the Administrative  Agent shall promptly notify each Bank thereof. If
any such notice

<PAGE>
                                                                              22

is given,  the amount  specified  in such notice shall be due and payable by the
Borrower on the date specified  therein,  together with accrued interest to such
date  on the  amount  prepaid.  Partial  prepayments  shall  be in an  aggregate
principal amount of $1,000,000 or a whole multiple thereof and may only be made,
if after giving effect thereto,  subsection 2.9 shall not have been contravened.
The Borrower shall not have the right to prepay the principal  amount of any Bid
Loan.

     2.7 MANDATORY  PREPAYMENTS.  (a) Upon receipt by the Borrower or any of its
Subsidiaries  of any Net Proceeds with respect to an Asset  Disposition,  (i) if
such Net Proceeds exceed  $10,000,000 or (ii) if such Net Proceeds do not exceed
$10,000,000  but such Net  Proceeds,  together  with all other Net Proceeds from
other, prior Asset Dispositions in the same fiscal year of the Borrower,  which,
in each case, have not exceeded  $10,000,000,  exceed  $25,000,000,  then on the
first   Business  Day  after  the  receipt  of  Net  Proceeds  from  such  Asset
Disposition,   the  Revolving   Credit  Loans  shall  be  prepaid,   without  an
accompanying  reduction of the  Commitments,  in an amount equal to 100% of such
Net Proceeds  (or, in the case of Net Proceeds  described in clause (ii) of this
paragraph  (a), if less,  the amount by which such Net  Proceeds,  together with
such other Net Proceeds,  exceed  $25,000,000).  To the extent that the Borrower
makes mandatory  prepayments with such Net Proceeds under  subsection  2.7(a) of
the 364 Day Facility  Credit  Agreement,  no mandatory  prepayment  shall be due
under this subsection 2.7(a).

     (b) In the event of any Change in Control,  if the Majority  Banks give the
Borrower a notice within 30 days of the  announcement  of such Change in Control
requiring  the  Borrower to prepay the Loans in full,  then the  Borrower  shall
prepay the Loans in full on a date  determined  by the  Borrower and notified by
the Borrower pursuant to the procedures of subsection 2.6 which is not more than
90 days after such Change in Control. If the Loans are required to be prepaid in
full pursuant to this subsection 2.7(b), such Loans shall not be permitted to be
reborrowed and the  Commitments  shall be deemed to be terminated as of the date
of such prepayment.

     (c)  If,  after  giving  effect  to any  termination  or  reduction  of any
Commitments  pursuant to subsection 2.5 or this  subsection 2.7, the outstanding
aggregate  principal  amount of the Loans exceeds the  aggregate  amount of such
Commitments  then in  effect,  the  Borrower  shall  pay or  prepay  such  Loans
(including,  without limitation,  the Bid Loans) on the date of such termination
or  reduction in an  aggregate  principal  amount at least equal to such excess,
together  with  interest  thereon  accrued  to  the  date  of  such  payment  or
prepayment.  All prepayments  made pursuant to this  subsection  2.7(c) shall be
applied  first to the  Revolving  Credit Loans until such Loans are paid in full
and second to the Bid Loans.

     (d) Each  prepayment of the Loans pursuant to this  subsection 2.7 shall be
accompanied by payment in full of all accrued  interest thereon to and including
the date of such prepayment, together with any additional amounts owing pursuant
to subsection 2.17.

     2.8 CONVERSION AND  CONTINUATION  OPTIONS.  (a) The Borrower may elect from
time to time to convert LIBOR Loans to Alternate Base Rate Loans,  by giving the
Administrative  Agent at least two Business  Days' prior  irrevocable  notice of
such election, provided that any such conversion of LIBOR Loans may only be made
on the last day of an

<PAGE>
                                       23

Interest Period with respect  thereto.  The Borrower may elect from time to time
to convert Alternate Base Rate Loans to LIBOR Loans by giving the Administrative
Agent at least three Working Days' prior  irrevocable  notice of such  election.
Any such notice of  conversion  to LIBOR  Loans shall  specify the length of the
initial Interest Period or Interest Periods  therefor.  Upon receipt of any such
notice the Administrative  Agent shall promptly notify each Bank thereof. All or
any part of  outstanding  LIBOR  Loans  and  Alternate  Base  Rate  Loans may be
converted as provided herein,  provided that (i) any such conversion may only be
made if,  after  giving  effect  thereto,  subsection  2.9  shall  not have been
contravened and (ii) no Revolving Credit Loan may be converted into a LIBOR Loan
after the date that is one month prior to the Termination Date.

     (b) Any LIBOR Loans may be  continued  as such upon the  expiration  of the
then current  Interest Period with respect thereto by the Borrower giving notice
to the Administrative Agent in accordance with the applicable  provisions of the
term  "Interest  Period" set forth in subsection  1.1, of the length of the next
Interest  Period to be  applicable  to such LIBOR Loans,  PROVIDED that no LIBOR
Loan may be continued as such (i) if, after giving  effect  thereto,  subsection
2.9 would be  contravened  or (ii) after the date that is one month prior to the
Termination Date and PROVIDED,  FURTHER, that if the Borrower shall fail to give
any required notice as described above in this paragraph or if such continuation
is not permitted  pursuant to the preceding  proviso such Revolving Credit Loans
shall be automatically converted to Alternate Base Rate Loans on the last day of
such then expiring Interest Period.

     2.9  MINIMUM  AMOUNTS  OF  TRANCHES.   All   borrowings,   conversions  and
continuations of Revolving Credit Loans hereunder and all selections of Interest
Periods  hereunder  shall  be in  such  amounts  and be  made  pursuant  to such
elections so that, after giving effect thereto,  the aggregate  principal amount
of the  Revolving  Credit  Loans  comprising  each  Tranche  shall  be  equal to
$15,000,000 or a whole multiple of $1,000,000 in excess thereof.

     2.10  INTEREST  RATES AND  PAYMENT  DATES.  (a) Each  LIBOR Loan shall bear
interest for each day during each Interest Period with respect thereto at a rate
per annum  equal to the LIBOR  Adjusted  Rate  determined  for such day plus the
Applicable Margin.

     (b) Each  Alternate  Base Rate Loan shall bear interest at a rate per annum
equal to the Alternate Base Rate plus the Applicable Margin.

     (c) Each Bid Loan shall bear interest as provided in subsection 2.3.

     (d) If all or a portion of the principal amount of any Loan or any interest
payable on the Loans shall not be paid when due (whether at the stated maturity,
by acceleration or otherwise), such overdue amount shall bear interest at a rate
per annum which is (x) in the case of overdue  principal  to the last day of any
Interest  Period  then  applicable  thereto,  the rate that would  otherwise  be
applicable thereto pursuant to the foregoing  provisions of this subsection plus
2% or (y) otherwise, the rate described in paragraph (b) of this subsection plus
2%, in each case from the date of such non-payment  until such amount is paid in
full (as well after as before judgment).
<PAGE>
                                                                              24

     (e)  Interest  on each  LIBOR  Loan and  Alternate  Base Rate Loan shall be
payable in arrears on each  Interest  Payment  Date,  provided in each case that
interest  accruing pursuant to paragraph (d) of this subsection shall be payable
on demand.

     2.11  COMPUTATION OF INTEREST AND FEES. (a) Interest on Alternate Base Rate
Loans,  facility fees and utilization fees shall be calculated on the basis of a
360 day year for the actual days  elapsed,  PROVIDED  that interest on Alternate
Base Rate Loans the rate of  interest on which are based on the Prime Rate shall
be  calculated on the basis of a 365- (or 366-, as the case may be) day year for
the  actual  days  elapsed.  Interest  on LIBOR  Loans  and Bid  Loans  shall be
calculated  on the basis of a 360-day  year for the  actual  days  elapsed.  The
Administrative  Agent shall as soon as  practicable  notify the Borrower and the
Banks of each determination of a LIBOR Adjusted Rate. Any change in the interest
rate on a Loan  resulting  from a change in the Alternate Base Rate or the LIBOR
Reserve Requirements shall become effective as of the opening of business on the
day on which such change in the Alternate  Base Rate is announced or such change
in the LIBOR Reserve  Requirements  becomes  effective,  as the case may be. The
Administrative  Agent shall as soon as  practicable  notify the Borrower and the
Banks of the effective date and the amount of each such change in interest rate.

     (b) Each  determination  of an interest  rate by the  Administrative  Agent
pursuant to any provision of this  Agreement  shall be conclusive and binding on
the Borrower and the Banks in the absence of manifest error. The  Administrative
Agent shall, at the request of the Borrower  deliver to the Borrower a statement
showing the  quotations  used by the  Administrative  Agent in  determining  any
interest rate pursuant to subsection  2.10(a) and the  calculations  made by the
Administrative  Agent in  determining  any interest  rate pursuant to subsection
2.10(b).

     (c) If any Reference  Bank's  Commitment  shall  terminate or all its Loans
shall be assigned for any reason whatsoever, such Reference Bank shall thereupon
cease to be a Reference Bank, and if, as a result of the foregoing,  there shall
only  be  one  Reference  Bank  remaining,   the  Administrative   Agent  (after
consultation  with the Borrower and the Banks) shall,  by notice to the Borrower
and the Banks, designate another Bank as a Reference Bank so that there shall at
all times be at least two Reference Banks.

     (d) Each Reference Bank shall use its best efforts to furnish quotations of
rates  to  the  Administrative  Agent  as  contemplated  hereby.  If  any of the
Reference  Banks shall be unable or shall otherwise fail to supply such rates to
the Administrative  Agent upon its request,  the rate of interest shall, subject
to the  provisions  of  subsection  2.12,  be  determined  on the  basis  of the
quotations of the remaining Reference Banks or Reference Bank.

     2.12  INABILITY TO DETERMINE  INTEREST RATE. In the event that prior to the
first day of any Interest Period:

          (a)  the   Administrative   Agent   shall   have   determined   (which
     determination  shall be conclusive and binding upon the Borrower)  that, by
     reason  of  circumstances  affecting  the  relevant  market,  adequate  and
     reasonable  means do not exist for ascertaining the LIBOR Adjusted Rate for
     such Interest Period, or
<PAGE>
                                                                              25

          (b) the  Administrative  Agent  shall have  received  notice  from the
     Majority Banks that the LIBOR Adjusted Rate  determined or to be determined
     for such Interest Period will not adequately and fairly reflect the cost to
     such  Banks  (as  conclusively  certified  by  such  Banks)  of  making  or
     maintaining their affected Loans during such Interest Period,

the Administrative Agent shall give telex, telecopy or telephonic notice thereof
to the Borrower and the Banks as soon as practicable thereafter.  If such notice
is given  (x) any  LIBOR  Loans  requested  to be made on the  first day of such
Interest  Period shall be made as Alternate  Base Rate Loans,  (y) any Revolving
Credit Loans that were to have been  converted on the first day of such Interest
Period to LIBOR Loans shall be converted to or continued as Alternate  Base Rate
Loans and (z) any outstanding  LIBOR Loans shall be converted,  on the first day
of such Interest  Period,  to Alternate  Base Rate Loans.  Until such notice has
been withdrawn by the Administrative  Agent no further LIBOR Loans shall be made
or continued as such, nor shall the Borrower have the right to convert Alternate
Base Rate Loans to LIBOR Loans.

     2.13 PRO RATA TREATMENT AND PAYMENTS.  Each  borrowing of Revolving  Credit
Loans by the Borrower from the Banks hereunder,  each payment by the Borrower of
any  facility,  utilization  or other fee  hereunder,  and any  reduction of the
Commitments  of the Banks  shall be made pro rata  according  to the  respective
Commitment Percentages of the Banks. Each payment (including each prepayment) by
the Borrower on account of principal  of and  interest on the  Revolving  Credit
Loans shall be made pro rata according to the respective  outstanding  principal
amounts of the  Revolving  Credit  Loans then held by the  Banks.  All  payments
(including  prepayments)  to be made by the  Borrower  hereunder  and  under the
Notes, whether on account of principal,  interest,  fees or otherwise,  shall be
made without set off or counterclaim  and shall be made prior to 12:00 Noon, New
York City  time,  on the due date  thereof to the  Administrative  Agent for the
account of the appropriate Banks, at the Administrative Agent's office specified
in  subsection  9.2,  in  Dollars  and  in  immediately   available  funds.  The
Administrative  Agent shall distribute such payments to such Banks promptly upon
receipt in like funds as received. If any payment hereunder (other than payments
on the LIBOR  Loans or LIBOR Bid Loans)  becomes  due and payable on a day other
than a Business  Day,  such  payment  shall be extended  to the next  succeeding
Business Day, and, with respect to payments of principal, interest thereon shall
be payable at the then applicable rate during such extension.  If any payment on
a LIBOR  Loan or LIBOR Bid Loan  becomes  due and  payable on a day other than a
Working  Day,  the  maturity  thereof  shall be extended to the next  succeeding
Working Day unless the result of such extension  would be to extend such payment
into another  calendar  month,  in which event such payment shall be made on the
immediately preceding Working Day.

     2.14 ILLEGALITY.  Notwithstanding any other provision herein, if any change
in any Requirement of Law or in the interpretation or application  thereof shall
make it unlawful for any Bank or Lending  Office to make or maintain LIBOR Loans
as contemplated by this Agreement,  (a) the commitment of such Bank hereunder to
make LIBOR Loans,  continue LIBOR Loans as such and convert  Alternate Base Rate
Loans to LIBOR Loans shall forthwith be cancelled and (b) the Loans of such Bank
or Lending Office then  outstanding  as LIBOR Loans,  if any, shall be converted
automatically  to Alternate Base Rate Loans on the  respective  last days of the
then current  Interest Periods with respect to such Loans or within such earlier
period as required by law.  If any such  conversion  of a LIBOR Loan occurs on a
day which is not

<PAGE>
                                                                              26

the last day of the then  current  Interest  Period with  respect  thereto,  the
Borrower  shall  pay to such  Bank  such  amounts,  if any,  as may be  required
pursuant to subsection 2.17.

     2.15  REQUIREMENTS  OF  LAW.  (a) In  the  event  that  any  change  in any
Requirement of Law or in the interpretation or application thereof or compliance
by any Bank with any  request or  directive  (whether or not having the force of
law but, if not having the force of law,  generally  applicable  to and complied
with  by  banks  of  the  same  general  type  as  such  Bank  in  the  relevant
jurisdiction)  from  any  central  bank or  other  Governmental  Authority  made
subsequent to the Effective Date:

          (i) shall  impose,  modify or hold  applicable  any  reserve,  special
     deposit,  compulsory  loan or similar  requirement  against assets held by,
     deposits or other liabilities in or for the account of, advances,  loans or
     other  extensions of credit by, or any other  acquisition  of funds by, any
     office of such Bank or Lending  Office which is not  otherwise  included in
     the determination of the LIBOR Adjusted Rate hereunder; or

          (ii) shall impose on such Bank or Lending Office any other condition;

and the result of any of the  foregoing  is to increase the cost to such Bank or
Lending  Office,  by an amount which such Bank deems to be material,  of making,
converting into, continuing or maintaining LIBOR Loans or Bid Loans or to reduce
any amount  receivable  hereunder in respect thereof then, in any such case, the
Borrower shall promptly pay such Bank or Lending  Office,  upon its demand,  any
additional  amounts necessary to compensate such Bank for such increased cost or
reduced amount receivable. If any Bank or any Lending Office becomes entitled to
claim any  additional  amounts  pursuant to this  subsection,  it shall promptly
notify the Borrower,  through the Administrative Agent of the event by reason of
which it has become so entitled.  A  certificate  as to any  additional  amounts
payable  pursuant to this  subsection  submitted by such Bank or Lending Office,
through the  Administrative  Agent to the Borrower shall be prima facie evidence
of the accuracy of the information so recorded.  This covenant shall survive the
termination of this Agreement and the payment of the Notes and all other amounts
payable hereunder for one year.

     (b)  If,  after  the  date  of  this  Agreement,  the  introduction  of any
applicable law, rule, regulation or guideline regarding capital adequacy, or any
change therein or any change in the interpretation or administration  thereof by
any Governmental  Authority  charged with the  interpretation  or administration
thereof,  affects the amount of capital required or expected to be maintained by
any  Bank  or any  corporation  controlling  any  Bank,  and  such  Bank or such
corporation  (taking  into  consideration  such  Bank's  or  such  corporation's
policies with respect to capital adequacy) determines that the amount of capital
maintained by such Bank or such  corporation  which is  attributable to or based
upon the  Loans,  the  Commitments  or this  Agreement  must be  increased  as a
consequence  of  such   introduction  or  change,   then,  upon  demand  of  the
Administrative Agent at the request of such Bank, the Borrower shall immediately
pay to the  Administrative  Agent on behalf  of such  Bank,  additional  amounts
sufficient to compensate  such Bank or such  corporation for the increased costs
to such Bank or corporation of such increased capital.  Any such demand shall be
accompanied by a certificate of such Bank setting forth in reasonable detail the
computation  of any such  increased  costs.  This  covenant

<PAGE>
                                                                              27

shall survive the termination of this Agreement and the payment of the Notes and
all other amounts payable hereunder for one year.

     (c) Each Bank will promptly notify the Borrower, through the Administrative
Agent of any  event of which it has  knowledge  that will  entitle  such Bank to
compensation pursuant to subsection 2.15(a) or (b) above. No failure by any Bank
to give (or delay in giving)  such  notice  shall  adversely  affect such Bank's
rights to such  compensation,  except that the Borrower shall have no obligation
to compensate any Bank for any cost or reduction  incurred or accrued by it more
than one year  before  such Bank gives  notice of the event  giving rise to such
cost or reduction as required by the preceding sentence.

     2.16 TAXES.  (a) Any and all payments by or on account of any obligation of
the  Borrower  hereunder  or under any Note  shall be made free and clear of and
without deduction for any Indemnified Taxes or Other Taxes; provided that if the
Borrower shall be required to deduct any  Indemnified  Taxes or Other Taxes from
such payments,  then (i) the sum payable shall be increased as necessary so that
after  making  all  required  deductions  (including  deductions  applicable  to
additional sums payable under this subsection) the Administrative  Agent or Bank
receives  an  amount  equal  to the  sum it  would  have  received  had no  such
deductions been made, (ii) the Borrower shall make such deductions and (iii) the
Borrower  shall  pay the  full  amount  deducted  to the  relevant  Governmental
Authority in accordance with applicable law.

     (b) In  addition,  the  Borrower  shall pay any Other Taxes to the relevant
Governmental Authority in accordance with applicable law.

     (c) The Borrower shall  indemnify the  Administrative  Agent and each Bank,
within  10 days  after  written  demand  therefor,  for the full  amount  of any
Indemnified Taxes or Other Taxes paid by the Administrative  Agent or such Bank,
on or with  respect to any  payment by or on  account of any  obligation  of the
Borrower  hereunder  (including  Indemnified  Taxes or Other  Taxes  imposed  or
asserted on or  attributable  to amounts  payable  under this  Section)  and any
penalties,  interest and reasonable  expenses arising  therefrom or with respect
thereto,  whether or not such Indemnified Taxes or Other Taxes were correctly or
legally  imposed  or  asserted  by  the  relevant  Governmental   Authority.   A
certificate  as to the amount of such  payment  or  liability  delivered  to the
Borrower  by a Bank,  or by the  Administrative  Agent on its own  behalf  or on
behalf of a Bank, shall be conclusive absent manifest error.

     (d) As soon as practicable  after any payment of Indemnified Taxes or Other
Taxes by the Borrower to a Governmental Authority, the Borrower shall deliver to
the Administrative Agent the original or a certified copy of a receipt issued by
such  Governmental  Authority  evidencing  such  payment,  a copy of the  return
reporting such payment or other evidence of such payment reasonably satisfactory
to the Administrative Agent.

     (e)  Each  Foreign  Bank  hereby  agrees  that  it  shall  deliver  to  the
Administrative Agent and the Borrower:

          (i) two  copies of  Internal  Revenue  Service  Form  W-8-BEN  or Form
     W-8-ECI  (or  appropriate  successor  form),  properly  completed  and duly
     executed by such Foreign Bank claiming complete exemption from U.S. Federal
     withholding  tax on payments by

<PAGE>
                                                                              28

     the Borrower or the Administrative Agent under this Agreement and the other
     Loan Documents;

          (ii) any other  documentation as may be required under applicable U.S.
     tax law and regulations to evidence  complete  exemption from U.S.  Federal
     withholding tax on all payments by the Borrower or the Administrative Agent
     under this Agreement and the Loan Documents.

Such forms and other documentation shall be delivered by each Foreign Bank on or
before the Initial  Date (as defined  below) and on or before the date,  if any,
such  Foreign  Bank  changes its  applicable  Lending  Office by  designating  a
different Lending Office or selecting an additional  office.  In addition,  each
Foreign Bank shall deliver  appropriate  replacements  to such forms  previously
delivered by it promptly  upon the  obsolescence  or  invalidity  of any form or
other  documentation  previously  delivered by such Foreign Bank unless an event
beyond the control of such  Foreign Bank  (including,  without  limitation,  any
change in treaty, law or regulation) has occurred prior to the date on which any
such  delivery  would  otherwise  be  required  which  renders  all  such  forms
inapplicable  or which would prevent such Foreign Bank from duly  completing and
delivering any such form with respect to it and such Foreign Bank so advises the
Borrower and the Administrative Agent.

     (f) For purposes of subsection  (e), the term "Initial Date" shall mean (i)
with respect to each Foreign Bank that is a party hereto on the date hereof, the
date hereof,  (ii) with respect to each Participant,  the date of the grant of a
participation to such Participant, and (ii) with respect to each transferee, the
effective  date of such transfer or assignment of an interest  hereunder to such
transferee.

     2.17 INDEMNITY. The Borrower agrees to indemnify each Bank and to hold each
Bank harmless from any loss or expense which such Bank may sustain or incur as a
consequence  of (a) default by the Borrower in payment when due of the principal
amount of or interest on any LIBOR Loan or Bid Loan, (b) default by the Borrower
in making a borrowing of,  conversion into or continuation of Bid Loans or LIBOR
Loans after the Borrower has given a notice  requesting  the same in  accordance
with the provisions of this Agreement (and, in the case of Bid Loans, so long as
the  Borrower  has  accepted  a Bid Loan  offered  in  connection  with any such
notice), (c) default by the Borrower in making any prepayment after the Borrower
has given a notice  thereof in accordance  with the provisions of this Agreement
or (d) the making by the  Borrower  of a  prepayment  of LIBOR Loans or (without
prejudice to the last sentence of subsection 2.3(c)) Bid Loans on a day which is
not the last day of an Interest Period with respect thereto, including,  without
limitation, in each case, any such loss or expense arising from the reemployment
of funds  obtained by it or from fees  payable to terminate  the  deposits  from
which such funds were obtained.  This covenant shall survive the  termination of
this  Agreement  and the  payment  of the Notes and all  other  amounts  payable
hereunder for one year.

     2.18 FACILITY AND UTILIZATION FEES. (a) During the Commitment  Period,  the
Borrower agrees to pay to the Administrative  Agent for the account of each Bank
a  facility  fee equal to the  product  of (i)  0.090% per annum at any time the
Applicable  Margin is based on Rating 1, (ii)  0.125%  per annum at any time the
Applicable  Margin is based on Rating 2, (iii)  0.150% per annum at any time the
Applicable  Margin is based on Rating 3, (iv) 0.175% at any

<PAGE>
                                                                              29

time the  Applicable  Margin is based on Rating 4 or (v)  0.225% at any time the
Applicable Margin is based on Rating 5, and the average  Commitment of such Bank
(without regard to the principal  amount of Loans from time to time made by such
Bank) during the quarter in which the facility  fee is paid.  Such  facility fee
shall be  payable  quarterly  in arrears  on the last day of each  March,  June,
September and December,  commencing  June 30, 2002 and on the  Termination  Date
(or, in any case,  any earlier date on which all amounts  outstanding  hereunder
shall become due and payable by acceleration or otherwise).

     (b)  During  the  Commitment  Period,  the  Borrower  agrees  to pay to the
Administrative  Agent for the account of each Bank a utilization fee computed at
the rate of 0.125% per annum on the  aggregate  average  amount of the Revolving
Credit Loans under this  Agreement and the 364 Day Facility  outstanding  during
the quarter for which such fee is to be paid;  provided,  that no such fee shall
be  required  to be paid with  respect  to any  quarter  in which the  aggregate
average  amount of the  Revolving  Credit  Loans and Bid Loans then  outstanding
under  this  Agreement  and the 364 Day  Facility  does  not  exceed  50% of the
aggregate  Commitments  of the  Banks  under  this  Agreement  and  the  364 Day
Facility.  Such  utilization  fee,  to the  extent  payable,  shall  be  payable
quarterly  in  arrears  on the  last  day of each  March,  June,  September  and
December,  commencing on June 30, 2002 and on the  Termination  Date (or, in any
case, any earlier date on which all amounts  outstanding  hereunder shall become
due and payable by acceleration or otherwise).

     Sample  computations  of the facility fee and the utilization fee are given
in Schedule II hereto.

     2.19  MITIGATION  OF  COSTS;  REPLACEMENT  OF BANKS.  (a) If any  Bank,  by
changing its Lending Office or taking any other  reasonable  action,  so long as
making  such  change or taking  such  other  action  is not,  in the  reasonable
judgment of such Bank,  disadvantageous  to it in any  financial,  regulatory or
other respect, can mitigate any adverse effect on the Borrower under subsections
2.14, 2.15 or 2.16, such Bank shall take such action.

     (b) Within  fifteen  (15) days after  Borrower  receives a notice  and/or a
demand  from any Bank (or from  another  Person  on  account  of such  Bank) (an
"AFFECTED  BANK")  for  payment of  additional  amounts  or  increased  costs as
provided  in  subsection  2.15 or 2.16,  Borrower  may,  at its  option,  notify
Administrative  Agent and such  Affected  Bank of its  intention  to replace the
Affected Bank; PROVIDED,  however, Borrower shall promptly pay such amounts upon
demand in accordance with  subsection 2.15 or subsection 2.16 as applicable.  So
long as no Default or Event of Default  shall have  occurred and be  continuing,
and  the  Borrower  shall  have  received  the  prior  written  consent  of  the
Administrative  Agent (not to be  unreasonably  withheld)  for such  assignment,
Borrower may obtain, at Borrower's expense (including,  but not limited to, with
respect to any processing  and  recordation  fee charged  pursuant to subsection
9.6(b)(ii)(C)),  a replacement bank ("REPLACEMENT  BANK") for the Affected Bank.
If Borrower  obtains a  Replacement  Bank within one hundred  eighty  (180) days
following  notice of its intention to do so, then,  notwithstanding  anything to
the   contrary   in  Section   9.6  (other   than   subsections   9.6(b)(ii)(C),
9.6(b)(ii)(D),  9.6(b)(iii), 9.6(iv) and 9.6(b)(v)), Affected Bank must sell and
assign its Loans and Commitments to such Replacement Bank for an amount equal to
the  principal  balance of all Loans held by the  Affected  Bank and all accrued
interest and fees with respect thereto  through the date of such sale,  PROVIDED
that  Borrower  shall have  reimbursed  such

<PAGE>
                                                                              30

Affected Bank for the additional  amounts or increased costs that it is entitled
to receive under this  Agreement  through the date of such sale and  assignment.
Notwithstanding  the  foregoing,  Borrower  shall not have the right to obtain a
Replacement Bank if the Affected Bank rescinds its demand for increased costs or
additional  amounts within fifteen (15) days following its receipt of Borrower's
notice of intention  to replace such  Affected  Bank.  Furthermore,  if Borrower
gives a notice of  intention  to replace and does not so replace  such  Affected
Bank within one hundred eighty (180) days  thereafter,  Borrower's  rights under
this subsection  2.19(b) shall terminate and Borrower shall promptly pay, to the
extent not previously  paid in accordance with the proviso to the first sentence
of this subsection  2.19(b),  all increased costs or additional amounts demanded
by such Affected Bank pursuant to subsections 2.15 and 2.16.

     2.20 NEW BANKS;  EXITING  BANKS.  (a) As of the Closing Date, the New Banks
shall become Banks parties to this  Agreement,  and the terms "Bank" and "Banks"
as used in this  Agreement  shall be deemed to include  each New Bank.  Each New
Bank (i) hereby  appoints and authorizes the  Administrative  Agent to take such
action as agent on its behalf and to exercise  such powers under this  Agreement
and the other Loan  Documents as provided by the terms thereof and in accordance
with  Section  8 hereof  and (ii)  agrees  that as of the  Closing  Date it will
perform in accordance with their terms all of the obligations which by the terms
of this  Agreement and the other Loan  Documents are required to be performed by
it as a Bank. As of the Closing Date, each New Bank shall have all the rights of
a Bank under this Agreement.

     (b) As of the Closing Date,  the  Commitments  of each of the Exiting Banks
shall be  terminated,  and the Exiting  Banks shall no longer be parties to this
Agreement,  PROVIDED  that  any  indemnities  or  other  agreements  under  this
Agreement or any other Loan Document  which by their terms survive  repayment of
amounts payable  thereunder shall survive repayment pursuant hereto with respect
to the Exiting Banks.

     SECTION 3. REPRESENTATIONS AND WARRANTIES

     To induce the Banks to enter into this Agreement, and to make the Loans the
Borrower hereby  represents and warrants to the  Administrative  Agent, and each
Bank that:

     3.1 FINANCIAL  CONDITION.  The consolidated  balance sheets of the Borrower
and its  consolidated  Subsidiaries  as at September 30, 2000, and September 30,
2001,  and the related  consolidated  statements of income and of cash flows for
the fiscal year ended on such date, reported on by  PricewaterhouseCoopers  LLP,
copies of which have heretofore been furnished to each Bank,  present fairly the
consolidated   financial   condition  of  the  Borrower  and  its   consolidated
Subsidiaries as at such dates, and the consolidated  results of their operations
and their  consolidated cash flows for the fiscal year then ended. The unaudited
consolidated balance sheet of the Borrower and its consolidated  Subsidiaries as
at March 31, 2002 and the related  unaudited  consolidated  statements of income
and of cash flows for the six-month period ended on such date,  certified to the
best of their  knowledge by a  Responsible  Officer of the  Borrower,  copies of
which  have  heretofore  been  furnished  to  each  Bank,   present  fairly  the
consolidated   financial   condition  of  the  Borrower  and  its   consolidated
Subsidiaries as at such date, and the  consolidated  results of their operations
and their  consolidated  cash flows for the six-month period then ended (subject
to normal year-end audit adjustments). All such financial statements,  including
the related  schedules and notes thereto,  have been prepared in accordance with
GAAP
<PAGE>
                                                                              31

applied consistently throughout the periods involved (except as approved by
such  accountants or Responsible  Officer,  as the case may be, and as disclosed
therein).  Neither the Borrower nor any of its consolidated Subsidiaries had, at
the date of the most  recent  balance  sheet  referred  to above,  any  material
Guarantee  Obligation,  contingent  liability  or  liability  for taxes,  or any
long-term lease or unusual forward or long-term commitment,  including,  without
limitation,  any interest rate or foreign currency swap or exchange transaction,
which is not reflected in the  foregoing  statements or in the notes thereto and
which is material in relation to the  consolidated  financial  condition  of the
Borrower and its consolidated  Subsidiaries at such date. During the period from
March  31,  2002 to and  including  the  Closing  Date  there  has been no sale,
transfer  or  other  disposition  by the  Borrower  or  any of its  consolidated
Subsidiaries of any material part of its business or property and no purchase or
other  acquisition  of any business or property  (including any capital stock of
any other Person) material in relation to the consolidated  financial  condition
of the Borrower and its consolidated Subsidiaries at March 31, 2002.

     3.2 NO CHANGE.  Since  March 31,  2002 there has been no  Material  Adverse
Effect.

     3.3 CORPORATE EXISTENCE;  COMPLIANCE WITH LAW. Each of the Borrower and its
Subsidiaries (a) is duly organized,  validly existing and in good standing under
the laws of the  jurisdiction of its  organization,  (b) has the corporate power
and authority,  and the legal right,  to own and operate its property,  to lease
the  property it  operates as lessee and to conduct the  business in which it is
currently engaged and in which it proposes to be engaged after the Closing Date,
(c) is duly  qualified as a foreign  corporation  and in good standing under the
laws of each jurisdiction where its ownership, lease or operation of property or
the conduct of its business requires such qualification and (d) is in compliance
with all  Requirements  of Law except to the extent  that the  failure to comply
therewith could not, in the aggregate, reasonably be expected to have a Material
Adverse Effect.

     3.4 CORPORATE POWER; AUTHORIZATION;  ENFORCEABLE OBLIGATIONS.  The Borrower
has the corporate power and authority, and the legal right, to make, deliver and
perform the Loan  Documents and to borrow  hereunder and has taken all necessary
corporate  action to authorize (i) the borrowings on the terms and conditions of
this Agreement and the Notes and (ii) the execution, delivery and performance of
the Loan  Documents.  Except as set forth on Schedule III hereto,  no consent or
authorization of, filing with or other act by or in respect of, any Governmental
Authority  or any other  Person is required in  connection  with the  borrowings
hereunder   or  with  the   execution,   delivery,   performance,   validity  or
enforceability of this Agreement or the Notes. This Agreement has been, and each
of the Notes will be, duly executed and delivered.  This Agreement  constitutes,
and each of the Notes when  executed and  delivered  will  constitute,  a legal,
valid and binding obligation of the Borrower enforceable against the Borrower in
accordance with its terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the
enforcement of creditors' rights generally and by general  equitable  principles
(whether enforcement is sought by proceedings in equity or at law).

     3.5 NO LEGAL BAR. The execution, delivery and performance of this Agreement
and the Notes, the borrowings hereunder and the use of the proceeds thereof will
not (a) violate,  to the knowledge of the Borrower,  any  Requirement  of Law or
Contractual

<PAGE>
                                                                              32

Obligation of the Borrower,  any of its  Subsidiaries or any of the
Funds,  or (b) violate any  Requirement of Law or Contractual  Obligation of the
Borrower,  any of its Subsidiaries or any of the Funds which could reasonably be
expected to have a Material  Adverse  Effect and will not result in, or require,
the  creation  or  imposition  of any  Lien  on any of its or  their  respective
properties or revenues  pursuant to any such  Requirement  of Law or Contractual
Obligation.

     3.6 NO MATERIAL LITIGATION.  No litigation,  investigation or proceeding of
or before  any  arbitrator  or  Governmental  Authority  is  pending  or, to the
knowledge of the  Borrower,  threatened by or against the Borrower or any of its
Subsidiaries or against any of its or their respective properties or revenues or
by  or  against  any  "affiliated   person"  of  the  Borrower  or  any  of  its
Subsidiaries, within the meaning of the Investment Company Act, (a) with respect
to this Agreement or the Notes or any of the transactions contemplated hereby or
thereby,  or (b) which could  reasonably be expected to have a Material  Adverse
Effect.

     3.7 OWNERSHIP OF PROPERTY; LIENS. Each of the Borrower and its Subsidiaries
has good  record and  marketable  title in fee  simple to, or a valid  leasehold
interest  in, all its real  property,  and good title to all its other  property
which is material to its business,  and none of such  property,  and none of the
investment  advisory agreements to which the Borrower or any of its Subsidiaries
is a party or any of the revenues  thereunder,  is subject to any Lien except as
permitted by subsection 6.3.

     3.8 INTELLECTUAL  PROPERTY. The Borrower and each of its Subsidiaries owns,
or is licensed  to use,  all  trademarks,  tradenames,  copyrights,  technology,
know-how and  processes  necessary  for the conduct of its business as currently
conducted  except  for those  the  failure  to own or  license  which  could not
reasonably  be expected  to have a Material  Adverse  Effect (the  "Intellectual
Property"). To the knowledge of the Borrower, no claim which could reasonably be
expected to have a Material  Adverse  Effect has been asserted and is pending by
any Person challenging or questioning the use of any such Intellectual  Property
or the validity or effectiveness of any such Intellectual Property, nor does the
Borrower  know of any valid basis for any such claim.  To the  knowledge  of the
Borrower,  the  use of  such  Intellectual  Property  by the  Borrower  and  its
Subsidiaries  does not  infringe  on the rights of any  Person,  except for such
claims  and  infringements  that,  in the  aggregate,  could not  reasonably  be
expected to have a Material Adverse Effect.

     3.9 TAXES. Each of the Borrower and its Subsidiaries has filed or caused to
be filed all material tax returns which,  to the knowledge of the Borrower,  are
required  to be filed and has paid all taxes shown to be due and payable on said
returns or on any  assessments  made  against it or any of its  property and all
other taxes,  fees or other charges  imposed on it or any of its property by any
Governmental  Authority  (other  than any the  amount or  validity  of which are
currently  being  contested in good faith by  appropriate  proceedings  and with
respect to which  reserves  in  conformity  with GAAP have been  provided on the
books of the Borrower or its Subsidiaries, as the case may be); to the knowledge
of Borrower,  no tax Lien has been filed,  and no claim is being  asserted  with
respect to any such tax, fee or other charge which could  reasonably be expected
to have a Material Adverse Effect.

     3.10 FEDERAL REGULATIONS. No part of the proceeds of any Loans are intended
to be or will be used for  "purchasing"  or "carrying" any "margin stock" within
the respective

<PAGE>
                                                                              33

meanings  of each of the  quoted  terms  under  Regulations  U and X, or for any
purpose  which  violates  the  provisions  of the  Regulations  of the  Board of
Governors  of the  Federal  Reserve  System.  If  requested  by any  Bank or the
Administrative  Agent, the Borrower will furnish to the Administrative Agent and
each  Bank  a  statement  to  the  foregoing   effect  in  conformity  with  the
requirements of FR Form U-1 referred to in said Regulation U.

     3.11 ERISA. No Reportable  Event has occurred  during the five-year  period
prior to the date on which  this  representation  is made or  deemed  made  with
respect to any Plan,  and each Plan has complied in all material  respects  with
the  applicable  provisions  of ERISA and the  Code.  The  present  value of all
accrued  benefits under each Single  Employer Plan maintained by the Borrower or
any Commonly  Controlled  Entity  (based on those  assumptions  used to fund the
Plans) did not, as of the last annual  valuation date prior to the date on which
this  representation  is made or deemed made,  exceed the value of the assets of
such Plan allocable to such accrued benefits.  There are no Multiemployer Plans.
Neither the Borrower nor any  Commonly  Controlled  Entity has had a complete or
partial  withdrawal from any  Multiemployer  Plan. The present value (determined
using  actuarial and other  assumptions  which are  reasonable in respect of the
benefits  provided  and the  employees  participating)  of the  liability of the
Borrower and each Commonly  Controlled Entity for post retirement benefits to be
provided  to their  current and former  employees  under Plans which are welfare
benefit plans (as defined in Section 3(1) of ERISA) does not, in the  aggregate,
exceed the assets under all such Plans  allocable to such  benefits by an amount
in excess of $0.

     3.12 INVESTMENT COMPANY ACT; OTHER REGULATIONS.  (a) The Borrower is not an
"investment  company",  or a company  "controlled"  by an "investment  company",
within the  meaning  of the  Investment  Company  Act of 1940,  as amended  (the
"Investment Company Act").

     (b) Each of the  Subsidiaries  of the Borrower listed on Schedule IV hereto
is duly registered as an investment adviser under the Investment Advisers Act of
1940 (the "Advisers Act"). None of the other Subsidiaries of the Borrower or the
Borrower is an "investment  adviser"  within the meaning of the Advisers Act and
the rules and  regulations  promulgated  thereunder.  Each  entity for which any
Subsidiary of the Borrower  acts as an investment  adviser and which is required
to be registered as an "investment  company" under the Investment Company Act is
duly registered as such thereunder.

     (c)  Except  for the  Subsidiaries  of the  Borrower  listed on  Schedule V
hereto,  neither the Borrower nor any of its Subsidiaries is required to be duly
registered as a broker-dealer  under the Securities and Exchange Act of 1934, as
amended, and such Subsidiaries so listed are duly registered as such.

     (d) Each of the Borrower and its Subsidiaries is duly registered,  licensed
or  qualified as an  investment  adviser or  broker-dealer  in each State of the
United  States where the conduct of its  business  requires  such  registration,
licensing or  qualification  and is in compliance in all material  respects with
all  Federal  and  State  laws   requiring  such   registration,   licensing  or
qualification,  except to the  extent  where the  failure  to be so  registered,
licensed  or  qualified  or to be in such  compliance  will not have a  Material
Adverse Effect.
<PAGE>
                                                                              34

     3.13  INVESTMENT  ADVISORY  AGREEMENTS.  Each  of the  investment  advisory
agreements, distribution agreements and shareholder servicing contracts to which
the Borrower or any of its Subsidiaries is a party is a legal, valid and binding
obligation of the parties thereto enforceable against such parties in accordance
with  its  terms,   except  as  enforceability  may  be  limited  by  applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the
enforcement of creditors' rights generally and by general  equitable  principles
(whether  enforcement is sought by proceedings in equity or at law); and neither
the  Borrower  nor any of its  Subsidiaries  is in breach or  violation of or in
default under any such agreement or contract in any material respect which would
individually or in the aggregate have a Material Adverse Effect.

     3.14 SUBSIDIARIES. The Subsidiaries listed on Schedule VI hereto constitute
all the  Subsidiaries  of the  Borrower  at the  Closing  Date,  other  than any
Subsidiary  having  a net  worth of less  than  $5,000,000;  provided,  that the
aggregate net worth of all Subsidiaries not listed on Schedule VI may not exceed
$25,000,000.

     3.15 PURPOSE OF LOANS.  The proceeds of the Revolving  Credit Loans and the
Bid Loans,  if any,  shall be used for  general  corporate  purposes,  including
commercial paper backup.

     3.16 ENVIRONMENTAL MATTERS. To the best knowledge of the Borrower:

          (a)  The  Properties  and  all  operations  at the  Properties  are in
     compliance in all material respects with all applicable Environmental Laws,
     and  there  is no  contamination  at,  under or about  the  Properties,  or
     violation of any  Environmental  Law with respect to the  Properties or the
     business conducted at the Properties which could materially  interfere with
     the continued operation of the Properties.

          (b) Neither the Borrower nor any of its  Subsidiaries has received any
     notice  of  violation,  alleged  violation,  non-compliance,  liability  or
     potential  liability  regarding  environmental  matters or compliance  with
     Environmental  Laws with regard to any of the  Properties  or the  business
     conducted at the Properties, nor does the Borrower have knowledge or reason
     to believe  that any such notice  will be  received or is being  threatened
     except  insofar as such notice or  threatened  notice,  or any  aggregation
     thereof,  does not  involve a matter or matters  that is or are  reasonably
     likely to cause a Material Adverse Effect.

          (c) No judicial  proceedings or governmental or administrative  action
     is pending,  or, to the  knowledge of the Borrower,  threatened,  under any
     Environmental  Law to which the Borrower or any of its  Subsidiaries  is or
     will be named as a party with  respect to the  Properties  or the  business
     conducted  at the  Properties,  nor are there any consent  decrees or other
     decrees,  consent orders,  administrative  orders or other orders, or other
     administrative or judicial requirements outstanding under any Environmental
     Law with respect to the Properties or such business  except insofar as such
     proceeding,  action, decree, order or other requirement, or any aggregation
     thereof, is not reasonably likely to cause a Material Adverse Effect.
<PAGE>
                                                                              35

     3.17  ACCURACY  AND  COMPLETENESS  OF  INFORMATION.  To  the  best  of  the
Borrower's knowledge, the documents furnished and the statements made in writing
to the Banks by the Borrower in connection with the negotiation,  preparation or
execution of this Agreement taken as a whole do not contain any untrue statement
of fact  material to the credit  worthiness of the Borrower or omit to state any
such material fact necessary in order to make the statements  contained  therein
not  misleading,  in either case which has not been  corrected,  supplemented or
remedied by subsequent  documents furnished or statements made in writing to the
Banks prior to the date hereof.

     SECTION 4. CONDITIONS PRECEDENT

     4.1 CONDITIONS TO EXECUTION.  The parties  acknowledge  that the execution,
delivery and  effectiveness  of this Agreement is subject to the satisfaction of
the following conditions precedent:

          (a) CREDIT  AGREEMENT.  The  Administrative  Agent shall have received
     this  Agreement,  executed and  delivered by a  Responsible  Officer of the
     Borrower  with a  counterpart  for each  Bank,  and such  officer  shall be
     covered by an incumbency  certificate which has been executed and delivered
     to the Administrative Agent.

          (b)  INCUMBENCY  CERTIFICATES.  The  Administrative  Agent  shall have
     received an Incumbency  Certificate of the Borrower as of the Closing Date,
     dated the Closing Date, executed by one of its Responsible Officers and its
     Secretary or Assistant Secretary.

          (c)  CORPORATE  PROCEEDINGS.   The  Administrative  Agent  shall  have
     received  a copy  of the  resolutions  of the  Board  of  Directors  of the
     Borrower as of the Closing Date authorizing (i) the execution, delivery and
     performance  of  this  Agreement  and  (ii)  the  borrowings   contemplated
     hereunder,  certified by the Secretary or an Assistant  Secretary as of the
     Closing  Date,  which  certificate  states  that  the  resolutions  thereby
     certified have not been amended, modified, revoked or rescinded.

          (d) CORPORATE DOCUMENTS.  The Administrative Agent shall have received
     copies of the certificate of  incorporation  and by-laws of the Borrower as
     of the  Closing  Date,  certified  as of the Closing  Date as complete  and
     correct  copies  thereof by the Secretary or an Assistant  Secretary of the
     Borrower.

          (e)  FEES.  The  Banks,  the  Administrative  Agent  and  J.P.  Morgan
     Securities  Inc.  shall have received all fees required to be paid, and all
     expenses for which invoices have been presented.

          (f) LEGAL OPINIONS.  The Administrative  Agent shall have received the
     executed legal opinions of (i) Morrison & Foerster, counsel to the Borrower
     and (ii) Murray L. Simpson,  General Counsel to the Borrower, and each such
     legal  opinion  shall  be   satisfactory  in  form  and  substance  to  the
     Administrative Agent and its counsel.

          (g) NO DEFAULT. No Default or Event of Default shall have occurred and
     be continuing as of the Closing Date.
<PAGE>
                                                                              36

          (h) REPRESENTATIONS AND WARRANTIES. All representations and warranties
     contained in Section 3 shall be true and correct in all  material  respects
     on the Closing Date as if made on the Closing Date.

          (i) EXISTING CREDIT  AGREEMENT.  The  Administrative  Agent shall have
     received   evidence   reasonably   satisfactory  to  it  that  all  amounts
     outstanding,  if any, under the Existing Credit  Agreement have been repaid
     in full as of the Closing Date.

          (j)  REVOLVING  CREDIT  NOTES.  The  Administrative  Agent  shall have
     received,  for the  account  of each Bank that has  requested  a  Revolving
     Credit  Note  pursuant  to  subsection  2.4(e),  a  Revolving  Credit  Note
     conforming to the  requirements of this  Agreement,  and executed by a duly
     authorized officer of the Borrower.

     4.2  CONDITIONS  TO EACH LOAN.  The agreement of each Bank to make any Loan
requested  to be made by it on any date is  subject to the  satisfaction  of the
following conditions precedent:

          (a)  REPRESENTATIONS  AND WARRANTIES.  Each of the representations and
     warranties  made by the Borrower in or pursuant to the Loan  Documents (or,
     in the case of any Loan  requested  to be made  hereunder  the  proceeds of
     which are solely to be used to repay any then outstanding Loans, solely the
     representation  contained in subsection  3.2), shall be true and correct in
     all  material  respects on and as of such date as if made on and as of such
     date, except to the extent such  representations  and warranties  expressly
     relate  to  an  earlier  date,  in  which  case  such  representations  and
     warranties  shall be true and correct in all  material  respects as of such
     earlier date.

          (b) NO DEFAULT. No Default or Event of Default shall have occurred and
     be continuing on such date or after giving effect to the Loans requested to
     be made on such date.

          (c) BID LOAN  CONFIRMATION.  With  respect to any Bid Loan, a Bid Loan
     Confirmation  shall  have been  delivered  in  accordance  with  subsection
     2.3(b)(iv).

     Each borrowing by the Borrower  hereunder shall constitute a representation
and  warranty by the  Borrower  as of the date of such Loan that the  conditions
contained in this subsection 4.2 have been satisfied.

     SECTION 5. AFFIRMATIVE COVENANTS

     The Borrower hereby agrees that from and after the Closing Date, so long as
the  Commitments  remain in effect,  any Loan remains  outstanding  or any other
amount is owing to any Bank or the Administrative Agent hereunder:

     5.1 FINANCIAL STATEMENTS.  The Borrower shall furnish to the Administrative
Agent (for distribution to each Bank):

          (a) as soon as  available,  but in any event  within 90 days after the
     end of each fiscal year of the Borrower, a copy of the consolidated balance
     sheet of the Borrower and
<PAGE>
                                                                              37


     its  consolidated  Subsidiaries  as at the end of such year and the related
     consolidated  statements of income and retained  earnings and of cash flows
     for such year,  setting forth in each case in comparative  form the figures
     for the  previous  year,  reported  on  without a "going  concern"  or like
     qualification or exception,  or  qualification  arising out of the scope of
     the audit, by  PricewaterhouseCoopers  LLP or other  independent  certified
     public accountants of nationally recognized standing; and

          (b) as  soon as  available,  but in any  event  within  10 days  after
     delivery of the financial  statements described in paragraph (a) above, the
     corresponding  consolidating  balance  sheet as at the end of such year and
     the related consolidating statements of income and retained earnings and of
     cash flows for such year,  all showing  separately  the principal  lines of
     business  conducted by separate  Subsidiaries  or groups of Subsidiaries to
     the  extent  requested  by  the  Administrative   Agent,   certified  by  a
     Responsible  Officer of the Borrower as being fairly stated in all material
     respects  when  considered  in  relation  to  the  consolidated   financial
     statements of the Borrower and its  consolidated  Subsidiaries,  taken as a
     whole;

          (c) as soon as  available,  but in any event  not  later  than 45 days
     after the end of each of the first three  quarterly  periods of each fiscal
     year of the  Borrower,  the  unaudited  consolidated  balance  sheet of the
     Borrower and its  consolidated  Subsidiaries  as at the end of such quarter
     and the related  unaudited  consolidated  statements of income and retained
     earnings  and  of  cash  flows  of  the   Borrower  and  its   consolidated
     Subsidiaries  for such  quarter and the portion of the fiscal year  through
     the end of such quarter, setting forth in each case in comparative form the
     figures for the previous year,  certified by a Responsible Officer as being
     fairly stated in all material  respects when  considered in relation to the
     consolidated  financial  statements  of the Borrower  and its  consolidated
     Subsidiaries (subject to normal year-end audit adjustments); and

          (d) as  soon as  available,  but in any  event  within  10 days  after
     delivery of the financial  statements described in paragraph (c) above, the
     corresponding consolidating balance sheet as at the end of such quarter and
     the related consolidating statements of income and retained earnings and of
     cash flows for the  portion  of the  fiscal  year  through  such date,  all
     showing separately the entities described in paragraph (b) above, certified
     by a  Responsible  Officer of the  Borrower as being  fairly  stated in all
     material respects when considered in relation to the consolidated financial
     statements of the Borrower for such quarter taken as a whole;

all such  financial  statements  to be  complete  and  correct  in all  material
respects and to be prepared in  reasonable  detail and in  accordance  with GAAP
applied  consistently  throughout the periods  reflected  therein and with prior
periods (except as approved by such accountants or officer,  as the case may be,
and disclosed therein).

     Any delivery required to be made pursuant to subsections  5.1(a),  (b), (c)
or (d) shall be deemed to have been made on the date on which the Borrower posts
such  delivery  on the  Internet  at the  website of the  Borrower  or when such
delivery is posted on the SEC's website on the Internet at www.sec.gov; PROVIDED
that the  Borrower  shall  have given  notice of any such  posting to the Banks,
which  notice  shall  include a link to the  applicable  website  to which  such
<PAGE>
                                                                              38

posting was made;  PROVIDED,  FURTHER,  that the Borrower  shall  deliver  paper
copies of any delivery referred to in subsections 5.1(a), (b), (c) or (d) to any
Bank that  requests  the  Borrower to deliver  such paper copies until notice to
cease delivering such paper copies is given by such Bank.

     5.2  CERTIFICATES;  OTHER  INFORMATION.  The Borrower  shall furnish to the
Administrative Agent (for distribution to each Bank):

          (a)  concurrently  with  the  delivery  of  the  financial  statements
     referred  to  in  subsections   5.1(a)  and  5.1(c),  a  certificate  of  a
     Responsible  Officer  of the  Borrower  stating  that,  to the best of such
     officer's  knowledge,  the  Borrower  during  such  period has  observed or
     performed all of its covenants and other  agreements,  and satisfied  every
     condition,  contained  in  this  Agreement  to be  observed,  performed  or
     satisfied  by it, and that such  officer has  obtained no  knowledge of any
     Default or Event of Default  except as  specified in such  certificate  and
     (ii) with respect to the  covenants  contained in subsection  6.1,  setting
     forth such  calculations  as are necessary to demonstrate  compliance  with
     such covenants;

          (b) within five days after the same are sent,  copies of all financial
     statements  and reports which the Borrower sends to its  stockholders,  and
     within  five  days  after  the  same are  filed,  copies  of all  financial
     statements  and reports  which the Borrower may make to, or file with,  the
     SEC or any successor or analogous Governmental Authority; and

          (c) promptly,  such additional  financial and other information as any
     Bank may from time to time reasonably request.

     5.3 PAYMENT OF OBLIGATIONS. The Borrower shall, and shall cause each of its
Subsidiaries  to, pay,  discharge or otherwise  satisfy at or before maturity or
before  they  become  delinquent,  as the case may be,  all its  obligations  of
whatever nature,  except where the amount or validity thereof is currently being
contested in good faith by  appropriate  proceedings  and reserves in conformity
with GAAP with respect  thereto have been  provided on the books of the Borrower
or its Subsidiaries, as the case may be.

     5.4 CONDUCT OF BUSINESS AND  MAINTENANCE OF EXISTENCE.  The Borrower shall,
and shall cause each of its  Subsidiaries  to, continue to engage in business of
the same general type as now conducted by the Borrower and its  Subsidiaries and
preserve,  renew and keep in full force and effect its  corporate  existence and
take all  reasonable  action to maintain  all rights,  registrations,  licenses,
privileges  and  franchises  necessary or desirable in the normal conduct of its
business  (including,  without  limitation,  all such  registrations  under  the
Advisers  Act and all  material  investment  advisory  agreements,  distribution
agreements and shareholder servicing  contracts),  except as otherwise permitted
pursuant to subsection  6.5;  comply,  and to the extent  reasonably  within its
control  cause  each  Fund to  comply,  with  all  Contractual  Obligations  and
Requirements of Law except to the extent that failure to comply  therewith could
not, in the aggregate, have a Material Adverse Effect.

     5.5 MAINTENANCE OF PROPERTY; INSURANCE. The Borrower shall, and shall cause
each of its  Subsidiaries  to, keep all  property  useful and  necessary  in its
business in good working

<PAGE>
                                                                              39

order and condition;  maintain with  financially  sound and reputable  insurance
companies  insurance on all its property in at least such amounts and against at
least such risks as are  usually  insured  against in the same  general  area by
companies  engaged  in the  same  or a  similar  business;  and  furnish  to the
Administrative Agent, upon written request, full information as to the insurance
carried.

     5.6 INSPECTION OF PROPERTY;  BOOKS AND RECORDS;  DISCUSSIONS.  The Borrower
shall, and shall cause each of its Subsidiaries to, keep proper books of records
and account in which full,  true and correct  entries in conformity with GAAP or
with  respect to foreign  Subsidiaries  in  conformity  with  appropriate  local
accounting practices,  and all Requirements of Law shall be made of all dealings
and  transactions  in  relation  to its  business  and  activities;  and  permit
representatives  of any Bank to visit  and  inspect  any of its  properties  and
examine and make  abstracts  from any of its books and records at any reasonable
time and as often as may  reasonably  be desired  and to discuss  the  business,
operations, properties and financial and other condition of the Borrower and its
Subsidiaries  with officers and  employees of the Borrower and its  Subsidiaries
and with its independent certified public accountants.

     5.7 NOTICES.  The Borrower shall promptly give notice to the Administrative
Agent, which shall promptly give notice to each Bank, of:

          (a) the occurrence of any Default or Event of Default;

          (b)  any (i)  default  or  event  of  default  under  any  Contractual
     Obligation  of the Borrower or any of its  Subsidiaries,  which  default or
     event of default could  reasonably  be expected to have a Material  Adverse
     Effect, or (ii) litigation,  investigation or proceeding which may exist at
     any  time  between  the  Borrower  or  any  of  its  Subsidiaries  and  any
     Governmental  Authority or any Fund,  which in either case, if not cured or
     if adversely determined,  as the case may be, would have a Material Adverse
     Effect;

          (c) any litigation or proceeding  affecting the Borrower or any of its
     Subsidiaries  or any  "affiliated  person"  of the  Borrower  or any of its
     Subsidiaries,  within the meaning of the  Investment  Company Act, in which
     the amount  involved is $10,000,000 or more and not covered by insurance or
     in which  injunctive or similar relief is sought or which could  reasonably
     be expected to have a Material Adverse Effect;

          (d) the following  events, as soon as possible and in any event within
     30 days after the  Borrower  knows or has reason to know  thereof:  (i) the
     occurrence or expected  occurrence of any Reportable  Event with respect to
     any Plan, or any withdrawal  from, or the  termination,  Reorganization  or
     Insolvency of any Multiemployer Plan or (ii) the institution of proceedings
     or the  taking  of any  other  action  by the PBGC or the  Borrower  or any
     Commonly  Controlled Entity or any  Multiemployer  Plan with respect to the
     withdrawal from, or the terminating,  Reorganization  or Insolvency of, any
     Plan;

          (e)  any  suspension  or  termination  of  the   registration  of  any
     Subsidiary of the Borrower as an investment  adviser under the Advisers Act
     or any  cancellation  or  expiration  without  renewal  of  any  investment
     advisory  agreement,   distribution   agreement  or  shareholder  servicing
     contract to which the  Borrower or any of its  Subsidiaries  is a party

<PAGE>
                                                                              40

     the revenues  under which have  exceeded in the most recent  fiscal year of
     the Borrower $25,000,000; and

          (f) a development or event which could  reasonably be expected to have
     a Material Adverse Effect.

Each notice pursuant to this subsection shall be accompanied by a statement of a
Responsible  Officer of the Borrower  setting  forth  details of the  occurrence
referred to therein and stating what action the  Borrower  proposes to take with
respect thereto.

     5.8  ENVIRONMENTAL  LAWS. The Borrower  shall,  and shall cause each of its
Subsidiaries to:

          (a) Comply with, and ensure  compliance by all tenants and subtenants,
     if any, with, all  applicable  Environmental  Laws and obtain and comply in
     all material  respects with and  maintain,  and ensure that all tenants and
     subtenants  obtain  and comply  with and  maintain,  any and all  licenses,
     approvals,  notifications,  registrations or permits required by applicable
     Environmental  Laws except to the extent that failure to do so could not be
     reasonably expected to have a Material Adverse Effect;

          (b) Conduct and complete  all  investigations,  studies,  sampling and
     testing,  and all  remedial,  removal  and  other  actions  required  under
     Environmental  Laws and promptly  comply in all material  respects with all
     lawful orders and  directives  of all  Governmental  Authorities  regarding
     Environmental  Laws except to the extent that the same are being  contested
     in  good  faith  by  appropriate  proceedings  and  the  pendency  of  such
     proceedings  could not be  reasonably  expected to have a Material  Adverse
     Effect; and

          (c) Defend,  indemnify and hold harmless the Administrative  Agent and
     the Banks, and their respective employees,  agents, officers and directors,
     from and  against  any  claims,  demands,  penalties,  fines,  liabilities,
     settlements,  damages,  costs and expenses of whatever kind or nature known
     or unknown, contingent or otherwise, arising out of, or in any way relating
     to  the  violation   of,   noncompliance   with  or  liability   under  any
     Environmental  Laws  applicable  to the  operations  of the Borrower or the
     Properties,  or  any  orders,   requirements  or  demands  of  Governmental
     Authorities related thereto, including, without limitation,  attorney's and
     consultant's fees, investigation and laboratory fees, response costs, court
     costs  and  litigation  expenses,  except  to the  extent  that  any of the
     foregoing  arise out of the gross  negligence or willful  misconduct of the
     party seeking  indemnification  therefor.  This indemnity shall continue in
     full force and effect regardless of the termination of this Agreement.

     SECTION 6. NEGATIVE COVENANTS

     The Borrower hereby agrees that from and after the Closing Date, so long as
the  Commitments  remain in effect,  any Loan remains  outstanding  or any other
amount is owing to any Bank or the Administrative Agent hereunder:

     6.1 FINANCIAL CONDITION COVENANTS. The Borrower shall not:
<PAGE>
                                                                              41

          (a)  INTEREST  COVERAGE.  Permit  for any  period of four  consecutive
     fiscal quarters of the Borrower commencing on or after the Closing Date (or
     for any of the periods of one, two and three consecutive fiscal quarters of
     the Borrower commencing on or immediately after the Closing Date) the ratio
     of (i) the sum of Consolidated Net Income for such period plus income taxes
     deducted in  determining  such  Consolidated  Net Income plus  Consolidated
     Interest Expense for such period to (ii) Consolidated  Interest Expense for
     such period to be less than 4.0 to 1.

          (b) MAINTENANCE OF CONSOLIDATED  WORKING CAPITAL.  Permit Consolidated
     Working  Capital on any date on or after the  Closing  Date to be less than
     $100,000,000.

          (c) MAXIMUM  CAPITALIZATION  RATIO. Permit the Capitalization Ratio at
     any time to be greater than 55%.

     6.2  LIMITATION  ON  INDEBTEDNESS.  The Borrower  shall not create,  incur,
assume or suffer to exist any secured Indebtedness,  and shall not permit any of
its  Included  Subsidiaries  to  create,  incur,  assume  or suffer to exist any
Indebtedness, except for:

          (a)  Indebtedness  of the  Borrower or any of its  Subsidiaries  in an
     aggregate  principal  amount  not  exceeding  as to the  Borrower  and  its
     Included Subsidiaries $50,000,000 at any time outstanding;

          (b)  Indebtedness  outstanding  on the  Closing  Date  and  listed  on
     Schedule  VII or  reflected  in the  financial  statements  referred  to in
     subsection 3.1;

          (c) Indebtedness of a corporation which becomes a Subsidiary after the
     date hereof,  PROVIDED that (i) such Indebtedness  existed at the time such
     corporation became a Subsidiary and was not created in anticipation thereof
     and  (ii)  immediately  after  giving  effect  to the  acquisition  of such
     corporation by the Borrower or any existing  Subsidiary no Default or Event
     of Default shall have occurred and be continuing;

          (d) unsecured  Indebtedness of any Subsidiary owing to the Borrower or
     any other Subsidiary or secured Indebtedness of any Subsidiary owing to the
     Borrower;

          (e)  Indebtedness  created  by  this  Agreement  and  by the  364  Day
     Facility; and

          (f) Indebtedness consisting of the obligations of the Borrower and FTC
     under any Lease Financing Arrangement.

     6.3  LIMITATION ON LIENS.  The Borrower shall not, and shall not permit any
of its Included  Subsidiaries to, create,  incur,  assume or suffer to exist any
Lien  upon  any of its  property,  assets  or  revenues,  whether  now  owned or
hereafter acquired, except for:

     (a) Liens for taxes not yet due or which are being  contested in good faith
by appropriate proceedings, PROVIDED that adequate reserves with respect thereto
are maintained on the books of the Borrower or its Subsidiaries, as the case may
be, in conformity with GAAP;
<PAGE>
                                                                              42

     (b) carriers', warehousemen's,  mechanics',  materialmen's,  repairmen's or
other  like Liens  arising  in the  ordinary  course of  business  which are not
overdue for a period of more than 60 days or which are being  contested  in good
faith by appropriate proceedings;

     (c)  pledges  or  deposits  in  connection   with  workers'   compensation,
unemployment  insurance  and other  social  security  legislation  and  deposits
securing  liability  to insurance  carriers  under  insurance or  self-insurance
arrangements;

     (d) deposits to secure the performance of bids, trade contracts (other than
for borrowed money),  leases,  statutory  obligations,  surety and appeal bonds,
performance  bonds  and  other  obligations  of a like  nature  incurred  in the
ordinary course of business;

     (e) easements,  rights-of-way,  restrictions and other similar encumbrances
incurred in the ordinary  course of business  which,  in the aggregate,  are not
substantial in amount and which do not in any case  materially  detract from the
value of the property subject thereto or materially  interfere with the ordinary
conduct of the business of the Borrower or such Subsidiary;

     (f) Liens in  existence  on the Closing  Date  listed on  Schedule  VIII or
described in the financial  statements  referred to in subsection  3.1 or in any
notes thereto,  securing Indebtedness  permitted by subsection 6.2(b),  provided
that no such Lien is spread to cover any  additional  property after the Closing
Date and that the amount of Indebtedness secured thereby is not increased;

     (g)  Liens  securing  Indebtedness  of the  Borrower  and its  Subsidiaries
permitted by subsection  6.2(a)  incurred to finance the acquisition of fixed or
capital  assets,  provided  that (i) such Liens  shall be created  substantially
simultaneously  with the acquisition of such fixed or capital assets,  (ii) such
Liens do not at any time encumber any property other than the property  financed
by such  Indebtedness,  (iii) the amount of Indebtedness  secured thereby is not
increased and (iv) the principal amount of Indebtedness secured by any such Lien
shall at no time exceed the purchase price of such property;

     (h)  Liens on the  property  or  assets of a  corporation  which  becomes a
Subsidiary after the date hereof securing  Indebtedness  permitted by subsection
6.2(c), provided that (i) such Liens existed at the time such corporation became
a Subsidiary and were not created in anticipation thereof, (ii) any such Lien is
not spread to cover any  property or assets of such  corporation  after the time
such  corporation  becomes a  Subsidiary,  and (iii) the amount of  Indebtedness
secured thereby is not increased;

     (i) Liens (not otherwise  permitted  hereunder) which secure obligations in
an aggregate amount at any one time outstanding not exceeding as to the Borrower
and its  Included  Subsidiaries  an amount equal to 5% of the  Consolidated  Net
Worth,  measured at the time of the  creation,  incurrence  or assumption of any
such Lien and based  upon the  Consolidated  Net Worth as at the end of the most
recently completed fiscal quarter of the Borrower for which financial statements
have been furnished to the Administrative Agent pursuant to subsection 5.1;
<PAGE>
                                                                              43

     (j) Liens on "margin  stock"  within the  meaning  of  Regulation  U to the
extent that margin stock would, but for this paragraph (j),  represent more than
25% of the value of the assets subject to this subsection 6.3;

     (k) Liens on cash or cash equivalents to secure obligations of the Borrower
and its  Subsidiaries  in  respect of any  interest  rate and  currency  hedging
agreements  entered  into  in the  ordinary  course  of  business  and  not  for
speculative purposes, and Liens with respect to hedging accounts maintained with
dealers of NYMEX or similar  contracts  which  require the  maintenance  of cash
margin account balances; and

     (l) Liens  provided  for or required  to be granted by the  Borrower or FTC
under any Lease  Financing  Arrangement,  which  Liens  shall not limit or apply
against  the right of the  Borrower  and its  Included  Subsidiaries  to create,
incur,  assume or permit to exist  Liens  that  comply  with the  provisions  of
paragraphs (a) through (k) of this subsection 6.3.

     6.4 LIMITATIONS ON FUNDAMENTAL  CHANGES.  The Borrower shall not, and shall
not permit any of its Subsidiaries  to, enter into any merger,  consolidation or
amalgamation,   or  liquidate,  wind  up  or  dissolve  itself  (or  suffer  any
liquidation  or  dissolution),  or convey,  sell,  lease,  assign,  transfer  or
otherwise  dispose of, all or  substantially  all of its  property,  business or
assets,  except,  so long as no Default or Event of Default has  occurred and is
continuing or would result therefrom:

          (a) that the  Borrower  may enter into any  merger,  consolidation  or
     amalgamation   for  the  purpose  of   effecting   any   corporate  or  tax
     reorganization  of the Borrower and the  Subsidiaries or for the purpose of
     effecting any investment permitted under subsection 6.6, PROVIDED that such
     merger,  consolidation or amalgamation is not with any Banking  Subsidiary,
     Insurance  Subsidiary or Real Estate  Subsidiary  (or with any other Person
     which is  principally  engaged in the banking or trust,  insurance  or real
     estate business),  that the ownership of the Borrower (or its successor) is
     not  materially  different  after such  transaction  from what it was prior
     thereto,  that the Borrower (or its successor)  remains the holding company
     for the  Subsidiaries  of the  Borrower  prior  thereto,  and that,  if the
     Borrower  is not  the  successor  corporation  in  such  transaction,  such
     successor corporation is a corporation organized and validly existing under
     the laws of the United States or any state thereof and, by operation of law
     or otherwise,  assumes the  obligations of the Borrower  hereunder and such
     organization  and assumption are evidenced by an opinion of counsel to such
     successor  satisfactory in form and substance to the Administrative  Agent;
     and

          (b)  that any  Subsidiary  of the  Borrower  may  enter  into any such
     transaction   for  the  purpose  of   effecting   any   corporate   or  tax
     reorganization  of the Borrower and its  Subsidiaries or for the purpose of
     effecting any sale or other disposition of any of its property, business or
     assets  permitted  under  subsection 6.5 or any investment  permitted under
     subsection 6.6, PROVIDED that such merger, consolidation or amalgamation is
     not  with any  Banking  Subsidiary,  Insurance  Subsidiary  or Real  Estate
     Subsidiary  (or with any other Person which is  principally  engaged in the
     banking  or  trust,  insurance  or  real  estate  business),   unless  such
     Subsidiary  is also a  Banking  Subsidiary,  Insurance  Subsidiary  or Real
     Estate Subsidiary, as the case may be.
<PAGE>
                                                                              44

     6.5  LIMITATION  ON SALE OF ASSETS.  The Borrower  shall not, and shall not
permit any of its Included  Subsidiaries to, make any Asset Disposition,  unless
the  Revolving  Credit  Loans are  reduced to the extent  required  pursuant  to
subsection 2.7 and the Borrower makes the mandatory prepayment, if any, required
in connection therewith pursuant to subsection 2.7.

     6.6 LIMITATION ON INVESTMENTS,  LOANS AND ADVANCES. The Borrower shall not,
and shall not permit any of its  Included  Subsidiaries  to,  make any  advance,
loan,  extension  of credit or capital  contribution  to, or purchase any stock,
bonds,  notes,  debentures or other  securities of or any assets  constituting a
business  unit of, or make any other  investment  in (any of the  foregoing,  an
"investment"), any Person, except for:

          (a) investments in marketable securities, liquid investments and other
     financial  instruments  that are acquired for investment  purposes and that
     have  a  value  which  may  be  readily  established,  including  any  such
     investment that may be readily sold or otherwise  liquidated in any Fund or
     in any  investment  company  managed by any Joint  Venture  pursuant  to an
     investment advisory agreement;

          (b) any  investment  in any Included  Subsidiary of the Borrower or in
     any  other  Person  principally   engaged  in  the  business  of  providing
     investment  advisory  services  and  related  (including  distribution  and
     shareholder servicing) services,  PROVIDED that, after giving effect to any
     such investment in any such other Person, such other Person is a Subsidiary
     or a Joint Venture;

          (c) any  investment  in any Banking  Subsidiary or in any other Person
     which, after giving effect to any such investment, is a Banking Subsidiary;

          (d) extensions of trade credit in the ordinary course of business;

          (e)  loans to  officers  of the  Borrower  or any of its  Subsidiaries
     consistent  with past practices of the Borrower and its  Subsidiaries,  and
     advances  to  employees  of the  Borrower or its  Subsidiaries  for travel,
     entertainment and relocation expenses in the ordinary course of business;

          (f) investments in the Finance Subsidiary;

          (g)  investments   constituting  non-cash  consideration  received  in
     connection  with  an  Asset   Disposition,   PROVIDED  that  such  non-cash
     consideration shall not exceed 25% of the aggregate  consideration received
     for such Asset Disposition;  and PROVIDED FURTHER that the aggregate amount
     of any such non-cash consideration with respect to Asset Dispositions shall
     not exceed $10,000,000 at any one time outstanding; and

          (h) other  investments  in an aggregate  amount as to the Borrower and
     its  Subsidiaries  (other  than the  Banking  Subsidiaries  and the Finance
     Subsidiary)  not  exceeding  $125,000,000  for the period since the Closing
     Date.

     6.7  TRANSACTIONS  WITH  AFFILIATES.  The Borrower shall not, and shall not
permit  any of its  Subsidiaries  to,  enter  into any  transaction,  including,
without  limitation,  any purchase,  sale,  lease or exchange of property or the
rendering of any service,  with any  Affiliate or any

<PAGE>
                                                                              45

Subsidiary less than 80% owned, directly or indirectly,  by the Borrower, unless
such transaction is otherwise permitted under this Agreement, is in the ordinary
course of the  Borrower's  or such  Subsidiary's  business  and is upon fair and
reasonable  terms no less favorable to the Borrower or such  Subsidiary,  as the
case may be, than it would obtain in a comparable arm's length  transaction with
a Person not an Affiliate.

     6.8 FISCAL  YEAR.  The  Borrower  shall not  permit the fiscal  year of the
Borrower to end on a day other than September 30, except with the consent of the
Majority  Banks  (which  consent  shall not be  unreasonably  withheld and which
consent may be conditioned upon adjusting the covenants in a manner to give each
of the parties hereto  substantially the same protection and benefits as were in
effect prior to any such change in the fiscal year of the Borrower).

     6.9 RESTRICTIONS AFFECTING SUBSIDIARIES.  The Borrower shall not, and shall
not permit any of its Included  Subsidiaries to, enter into, or suffer to exist,
any agreement with any Person other than the Banks which prohibits or limits the
ability  of  any  Included  Subsidiary  to  (a)  pay  dividends  or  make  other
distributions or pay any Indebtedness owed to the Borrower or any other Included
Subsidiary,  (b) make loans or  advances to the  Borrower or any other  Included
Subsidiary  or (c) transfer any of its  properties  or assets to the Borrower or
any other Included Subsidiary.  Notwithstanding the foregoing, the provisions of
this subsection shall not apply to the obligations of the Borrower and FTC under
any Lease Financing Arrangement.

     SECTION 7. EVENTS OF DEFAULT

     If any of the following events shall occur and be continuing:

          (a) The Borrower  shall fail to pay any principal of any Loan when due
     in accordance with the terms hereof;  or the Borrower shall fail to pay any
     interest on any Loan, or any other amount  payable  hereunder,  within five
     days after any such interest or other amount becomes due in accordance with
     the terms hereof; or

          (b) Any representation or warranty made or deemed made by the Borrower
     herein  or in  any  other  Loan  Document  or  which  is  contained  in any
     certificate, document or financial or other statement furnished at any time
     under or in  connection  with  this  Agreement  shall  prove  to have  been
     incorrect in any material respect on or as of the date made or deemed made;
     or

          (c) The Borrower shall default in the observance or performance of any
     agreement contained in subsection 6.1 or 6.4; or

          (d) The Borrower shall default in the observance or performance of any
     other  agreement  contained  in this  Agreement  (other than as provided in
     paragraphs  (a)  through  (c) of this  Section),  and  such  default  shall
     continue  unremedied for a period of 30 days or, if longer, a period ending
     15 days  after the giving of notice of such  default by the  Administrative
     Agent  to  the  Borrower  (or,  in the  case  of any  such  default  in the
     observance or  performance  of subsection  5.7(a),  for a period of 30 days
     after a Responsible  Officer has knowledge of a Default or Event of Default
     as to which notice is required by said subsection); or
<PAGE>
                                                                              46

          (e) The Borrower or any of its  Subsidiaries  shall (i) default in any
     payment of  principal  of or  interest,  regardless  of the amount,  due in
     respect of any Indebtedness other than amounts due hereunder, including all
     of the Indebtedness issued under the same indenture or other agreement,  of
     $75,000,000 or greater or in the payment of any Guarantee  Obligation  with
     respect to an amount of $75,000,000 or greater, beyond the period of grace,
     if  any,   provided  in  the  instrument  or  agreement  under  which  such
     Indebtedness  or Guarantee  Obligation was created;  or (ii) default in the
     observance or performance of any other  agreement or condition  relating to
     any  such  Indebtedness  or  Guarantee   Obligation  or  contained  in  any
     instrument or agreement  evidencing,  securing or relating thereto,  or any
     other event shall occur or condition  exist, the effect of which default or
     other event or condition is to cause, or to permit the holder or holders of
     such  Indebtedness  or  beneficiary  or  beneficiaries  of  such  Guarantee
     Obligation  (or a trustee  or agent on behalf of such  holder or holders or
     beneficiary  or  beneficiaries)  to  cause,  with the  giving  of notice if
     required,  such  Indebtedness to become due prior to its stated maturity or
     such Guarantee Obligation to become payable; or

          (f)  (i)  The  Borrower  or  any  of  its  Subsidiaries,   except  for
     Non-Material  Subsidiaries,  shall  commence any case,  proceeding or other
     action (A) under any existing or future law of any  jurisdiction,  domestic
     or foreign, relating to bankruptcy, insolvency, reorganization or relief of
     debtors, seeking to have an order for relief entered with respect to it, or
     seeking  to   adjudicate   it  a   bankrupt   or   insolvent,   or  seeking
     reorganization,    arrangement,    adjustment,   winding-up,   liquidation,
     dissolution,  composition  or other relief with respect to it or its debts,
     or (B) seeking  appointment  of a  receiver,  trustee,  custodian  or other
     similar  official for it or for all or any substantial  part of its assets,
     or  the  Borrower  or  any of its  Subsidiaries,  except  for  Non-Material
     Subsidiaries,  shall  make a  general  assignment  for the  benefit  of its
     creditors;  or (ii) there shall be commenced against the Borrower or any of
     its  Subsidiaries,   except  for  Non-Material   Subsidiaries,   any  case,
     proceeding  or other  action of a nature  referred  to in clause  (i) above
     which  (A)  results  in the  entry  of an  order  for  relief  or any  such
     adjudication  or appointment or (B) remains  undismissed,  undischarged  or
     unbonded for a period of 60 days; or (iii) there shall be commenced against
     the  Borrower  or  any  of  its   Subsidiaries,   except  for  Non-Material
     Subsidiaries,  any case,  proceeding or other action seeking  issuance of a
     warrant of attachment,  execution, distraint or similar process against all
     or any  substantial  part of its  assets  which  results in the entry of an
     order for any such relief which shall not have been vacated, discharged, or
     stayed or bonded pending  appeal within 60 days from the entry thereof;  or
     (iv) the  Borrower  or any of its  Subsidiaries,  except  for  Non-Material
     Subsidiaries,  shall take any action in  furtherance  of, or indicating its
     consent to, approval of, or  acquiescence  in, any of the acts set forth in
     clause  (i),  (ii),  or  (iii)  above;  or (v) the  Borrower  or any of its
     Subsidiaries, except for Non-Material Subsidiaries, shall generally not, or
     shall be unable to, or shall  admit in writing  its  inability  to, pay its
     debts as they become due; or

          (g) (i) Any Person shall engage in any  "prohibited  transaction"  (as
     defined in Section 406 of ERISA or Section 4975 of the Code)  involving any
     Plan, (ii) any "accumulated  funding deficiency" (as defined in Section 302
     of ERISA),  whether or not waived,  shall  exist with  respect to any Plan,
     (iii) a Reportable Event shall occur with respect to, or proceedings  shall
     commence to have a trustee appointed,  or a trustee shall

<PAGE>
                                                                              47

     be appointed,  to administer or to  terminate,  any Single  Employer  Plan,
     which  Reportable  Event or commencement of proceedings or appointment of a
     trustee is, in the  reasonable  opinion of the  Majority  Banks,  likely to
     result in the  termination  of such Plan for purposes of Title IV of ERISA,
     (iv) any Single  Employer Plan shall  terminate for purposes of Title IV of
     ERISA, (v) the Borrower or any Commonly  Controlled Entity shall, or in the
     reasonable  opinion of the Majority Banks is likely to, incur any liability
     in connection with a withdrawal  from, or the Insolvency or  Reorganization
     of, a  Multiemployer  Plan or (vi) any other event or condition shall occur
     or exist,  with respect to a Plan;  and in each case in clauses (i) through
     (vi) above, such event or condition, together with all other such events or
     conditions,  if any, could subject the Borrower or any of its  Subsidiaries
     to any tax,  penalty or other  liabilities  in the  aggregate  material  in
     relation  to the  business,  operations,  property  or  financial  or other
     condition of the Borrower and its Subsidiaries taken as a whole; or

          (h) One or more  judgments  or decrees  shall be entered  against  the
     Borrower or any of its Subsidiaries  involving in the aggregate a liability
     (not paid or fully  covered by insurance)  of  $75,000,000  or more and all
     such judgments or decrees shall not have been vacated,  discharged,  stayed
     or bonded pending appeal within 60 days from the entry thereof;

then, and in any such event, (A) if such event is an Event of Default  specified
in clause  (i) or (ii) of  paragraph  (f) above with  respect  to the  Borrower,
automatically  the Commitments to the Borrower shall  immediately  terminate and
the Loans made to such Borrower  hereunder (with accrued  interest  thereon) and
all other amounts owing by the Borrower under this Agreement and the Notes shall
immediately and automatically  become due and payable,  and (B) if such event is
any other  Event of  Default,  either or both of the  following  actions  may be
taken: (i) with the consent of the Majority Banks, the Administrative Agent may,
or upon the request of the Majority Banks,  the  Administrative  Agent shall, by
notice to the Borrower  declare the Commitments of the Borrower to be terminated
forthwith, whereupon such Commitments shall immediately terminate; and (ii) with
the consent of the Majority  Banks,  the  Administrative  Agent may, or upon the
request of the Majority  Banks,  the  Administrative  Agent shall,  by notice of
default to the Borrower, declare the Loans hereunder made (with accrued interest
thereon) and all other  amounts owing by the Borrower  under this  Agreement and
the Notes to be due and payable forthwith,  whereupon the same shall immediately
become due and payable.  Except as  expressly  provided  above in this  Section,
presentment,  demand,  protest  and all  other  notices  of any kind are  hereby
expressly waived.

     SECTION 8. THE AGENTS

     8.1 APPOINTMENT. Each Bank hereby irrevocably designates and appoints JPMCB
as  Administrative  Agent,  Bank of America,  N.A. and The Bank of New York,  as
Co-Syndication Agents and Citicorp USA Inc. and BNP Paribas, as Co-Documentation
Agents  for such Bank  under  this  Agreement,  and each  such Bank  irrevocably
authorizes JPMCB, as the  Administrative  Agent,  Bank of America,  N.A. and The
Bank of New York, as Co-Syndication Agents and Citicorp USA Inc. and BNP Paribas
as  Co-Documentation  Agents  for such Bank,  to take such  action on its behalf
under the  provisions of this  Agreement and to exercise such powers and perform
such  duties  as are  expressly  delegated  to  the  Administrative  Agent,  the
Co-

<PAGE>
                                                                              48

Syndication  Agents or the  Co-Documentation  Agents, as the case may be, by the
terms of this  Agreement,  together  with such  other  powers as are  reasonably
incidental  thereto.  Notwithstanding any provision to the contrary elsewhere in
this Agreement,  neither the Administrative Agent, the Co-Syndication Agents nor
the Co-Documentation  Agents shall have any duties or  responsibilities,  except
those expressly set forth herein,  or any fiduciary  relationship with any Bank,
and no implied covenants,  functions,  responsibilities,  duties, obligations or
liabilities  shall be read into this  Agreement  or any other Loan  Document  or
otherwise exist against the Administrative  Agent, the Co-Syndication  Agents or
the Co-Documentation Agents in such respective capacities.

     8.2 DELEGATION OF DUTIES.  The  Administrative  Agent,  the  Co-Syndication
Agents or the Co-Documentation Agents may execute any of their respective duties
under this  Agreement  by or through  agents or  attorneys-in-fact  and shall be
entitled to advice of counsel  concerning all matters pertaining to such duties.
Neither  the   Administrative   Agent,   the   Co-Syndication   Agents  nor  the
Co-Documentation Agents shall be responsible for the negligence or misconduct of
any agents or attorneys-in-fact selected by it with reasonable care.

     8.3  EXCULPATORY   PROVISIONS.   Neither  the  Administrative   Agent,  the
Co-Syndication  Agents, the Co-Documentation  Agents nor any of their respective
officers, directors, employees, agents, attorneys-in-fact or Affiliates shall be
(i) liable for any  action  lawfully  taken or omitted to be taken by it or such
Person under or in  connection  with this  Agreement or any other Loan  Document
(except for its or such Person's own gross negligence or willful  misconduct) or
(ii) responsible in any manner to any of the Banks for any recitals, statements,
representations  or  warranties  made by the  Borrower  or any  officer  thereof
contained in this  Agreement or any other Loan  Document or in any  certificate,
report,  statement or other document referred to or provided for in, or received
by the Administrative  Agent, the Co-Syndication  Agents or the Co-Documentation
Agents under or in connection with, this Agreement or any other Loan Document or
for  the  value,  validity,   effectiveness,   genuineness,   enforceability  or
sufficiency  of this Agreement or for any failure of the Borrower to perform its
obligations  hereunder or  thereunder.  Neither the  Administrative  Agent,  the
Co-Syndication  Agents  nor the  Co-Documentation  Agents  shall  be  under  any
obligation  to any Bank to  ascertain  or to  inquire  as to the  observance  or
performance  of any of the  agreements  contained  in, or  conditions  of,  this
Agreement or any other Loan  Document,  or to inspect the  properties,  books or
records of the Borrower.

     8.4 RELIANCE BY  ADMINISTRATIVE  AGENT. The  Administrative  Agent shall be
entitled  to rely,  and  shall be fully  protected  in  relying,  upon any note,
writing, resolution, notice, consent, certificate, affidavit, letter, cablegram,
telegram,  telecopy,  telex  or  teletype  message,  statement,  order  or other
document or  conversation  believed by any of them to be genuine and correct and
to have been  signed,  sent or made by the  proper  Person or  Persons  and upon
advice and statements of legal counsel (including,  without limitation,  counsel
to the  Borrower),  independent  accountants  and other experts  selected by the
Administrative  Agent.  The  Administrative  Agent shall be fully  justified  in
failing or refusing to take any action  under this  Agreement  or any other Loan
Document  unless  it shall  first  receive  such  advice or  concurrence  of the
Majority  Banks as it deems  appropriate or it shall first be indemnified to its
satisfaction by the Banks against any and all liability and expense which may be
incurred by it by reason of taking or  continuing  to take any such action.  The
Administrative  Agent  shall in all cases be fully

<PAGE>
                                                                              49

protected  in acting,  or in  refraining  from acting,  under this  Agreement in
accordance with a request of the Majority Banks, and such request and any action
taken or failure to act pursuant thereto shall be binding upon all the Banks.

     8.5 NOTICE OF DEFAULT. The Administrative Agent shall not be deemed to have
knowledge  or  notice  of the  occurrence  of any  Default  or Event of  Default
hereunder unless the Administrative Agent has received notice from a Bank or the
Borrower  referring  to this  Agreement,  describing  such  Default  or Event of
Default and stating that such notice is a "notice of default". In the event that
the Administrative  Agent receives such a notice, the Administrative Agent shall
give  notice  thereof to the Banks.  The  Administrative  Agent  shall take such
action with respect to such  Default or Event of Default as shall be  reasonably
directed  by  the   Majority   Banks;   provided   that  unless  and  until  the
Administrative  Agent shall have received such  directions,  the  Administrative
Agent may (but shall not be  obligated  to) take such  action,  or refrain  from
taking such action, with respect to such Default or Event of Default as it shall
deem advisable in the best interests of the Banks.

     8.6  NON-RELIANCE  ON  ADMINISTRATIVE  AGENT  AND  OTHER  BANKS.  Each Bank
expressly  acknowledges  that  none of the  Administrative  Agent  or any of its
respective  officers,   directors,   employees,  agents,   attorneys-in-fact  or
Affiliates has made any  representations  or warranties to it and that no act by
the Administrative Agent hereinafter taken,  including any review of the affairs
of the Borrower, shall be deemed to constitute any representation or warranty by
the Administrative Agent to any Bank. Each Bank represents to the Administrative
Agent that it has,  independently  and without reliance upon the  Administrative
Agent or any other Bank, and based on such  documents and  information as it has
deemed  appropriate,  made  its own  appraisal  of and  investigation  into  the
business,   operations,    property,   financial   and   other   condition   and
creditworthiness  of the  Borrower  and made its own  decision to make its Loans
hereunder and enter into this Agreement. Each Bank also represents that it will,
independently  and without reliance upon the  Administrative  Agent or any other
Bank, and based on such documents and  information as it shall deem  appropriate
at the time, continue to make its own credit analysis,  appraisals and decisions
in taking or not taking action under this Agreement or its Note(s),  and to make
such  investigation  as it deems  necessary to inform itself as to the business,
operations,  property, financial and other condition and creditworthiness of the
Borrower.  Except for notices, reports and other documents expressly required to
be  furnished  to  the  Banks  by  the  Administrative   Agent  hereunder,   the
Administrative  Agent shall not have any duty or  responsibility  to provide any
Bank with any credit or other information  concerning the business,  operations,
property,  condition (financial or otherwise),  prospects or creditworthiness of
the Borrower which may come into the possession of the  Administrative  Agent or
any of its respective officers, directors, employees, agents,  attorneys-in-fact
or Affiliates.

     8.7 INDEMNIFICATION.  The Banks agree to indemnify the Administrative Agent
in its  respective  capacities  as such (to the  extent  not  reimbursed  by the
Borrower and without  limiting the obligation of the Borrower to do so), ratably
according to the  respective  amounts of their  original  Commitments,  from and
against  any and  all  liabilities,  obligations,  losses,  damages,  penalties,
actions, judgments,  suits, costs (including,  without limitation, the allocated
cost of internal  counsel),  expenses or  disbursements  of any kind  whatsoever
which may at any time (including,  without limitation, at any time following the
repayment  of the Loans) be imposed  on,  incurred  by or  asserted  against the
Administrative  Agent in any way  relating to or

<PAGE>
                                                                              50

arising out of this  Agreement,  the Notes or any documents  contemplated  by or
referred to herein or therein or the transactions contemplated hereby or thereby
or  any  action  taken  or  omitted  by the  Administrative  Agent  under  or in
connection with any of the foregoing;  provided that no Bank shall be liable for
the payment of any portion of such liabilities,  obligations,  losses,  damages,
penalties,  actions,  judgments,  suits, costs, expenses or disbursements to the
extent  resulting from the  Administrative  Agent's gross  negligence or willful
misconduct. The agreements in this subsection shall survive the repayment of the
Loans and all other amounts payable hereunder.

     8.8  THE   ADMINISTRATIVE   AGENT,  THE   CO-SYNDICATION   AGENTS  AND  THE
CO-DOCUMENTATION  AGENTS  IN THEIR  INDIVIDUAL  CAPACITIES.  The  Administrative
Agent,  the  Co-Syndication  Agents,  the  Co-Documentation   Agents  and  their
respective  Affiliates  may make loans to,  accept  deposits  from and generally
engage in any kind of business  with the  Borrower as though the  Administrative
Agent, the Co-Syndication  Agents and the  Co-Documentation  Agents were not the
Administrative Agent, the Co-Syndication Agents and the Co-Documentation Agents,
respectively,   hereunder.   With  respect  to  the  Administrative  Agent,  the
Co-Syndication Agents or the Co-Documentation Agents, such Loans made or renewed
by the Administrative  Agent, the Co-Syndication  Agents or the Co-Documentation
Agents,   the   Administrative   Agent,   the   Co-Syndication   Agents  or  the
Co-Documentation  Agents,  as the case may be,  shall  have the same  rights and
powers  under this  Agreement as any Bank and may exercise the same as though it
were  not  the   Administrative   Agent,  the   Co-Syndication   Agents  or  the
Co-Documentation  Agents,  as the case may be, and the terms  "Bank" and "Banks"
shall  include  the  Administrative  Agent,  the  Co-Syndication  Agents and the
Co-Documentation Agents in their individual capacities.

     8.9 SUCCESSOR  ADMINISTRATIVE AGENT. The Administrative Agent may resign as
Administrative  Agent upon 30 days' notice to the Banks.  If the  Administrative
Agent  shall  resign as  Administrative  Agent  under this  Agreement,  then the
Majority  Banks shall  appoint  from among the Banks a successor  administrative
agent for the Banks, which successor  administrative  agent shall be approved by
the Borrower, whereupon such successor administrative agent shall succeed to the
rights,   powers   and  duties  of  the   Administrative   Agent  and  the  term
"Administrative Agent" shall mean such successor  administrative agent effective
upon its appointment,  and the former Administrative  Agent's rights, powers and
duties as Administrative Agent shall be terminated, without any other or further
act or  deed  on the  part of such  former  Administrative  Agent  or any of the
parties to this Agreement. After any retiring Administrative Agent's resignation
as  Administrative  Agent,  the provisions of this subsection shall inure to its
benefit  as to any  actions  taken  or  omitted  to be  taken by it while it was
Administrative Agent under this Agreement.

     8.10 CO-SYNDICATION  AGENTS AND CO-DOCUMENTATION  AGENTS.  Without limiting
any provision  contained in this Section 8, none of the Banks identified in this
Agreement  as the  Co-Syndication  Agents or the  Co-Documentation  Agents shall
have,  except  as and to the  limited  extent  expressly  provided  herein,  any
obligation,  responsibility  or duty  under  this  Agreement  other  than  those
applicable to all Banks as such. Each Bank  acknowledges that it has not relied,
and will not rely,  on any of the Banks so  identified in deciding to enter into
this Agreement or in taking or not taking action hereunder.
<PAGE>
                                                                              51

     SECTION 9. MISCELLANEOUS

     9.1 AMENDMENTS AND WAIVERS. Neither this Agreement, any Note, nor any terms
hereof or thereof may be amended,  supplemented or modified except in accordance
with the provisions of this subsection. With the written consent of the Majority
Banks, the  Administrative  Agent and the Borrower may, from time to time, enter
into written  amendments,  supplements or modifications  hereto and to the Notes
for the  purpose  of adding any  provisions  to this  Agreement  or the Notes or
changing  in any  manner the rights of the Banks or the  Borrower  hereunder  or
thereunder or waiving, on such terms and conditions as the Administrative  Agent
may specify in such instrument, any of the requirements of this Agreement or the
Notes or any  Default  or  Event  of  Default  and its  consequences;  PROVIDED,
HOWEVER,  that no such waiver and no such amendment,  supplement or modification
shall (a) reduce the amount or extend the  maturity  of any Loan,  or reduce the
rate or extend the time of payment of interest thereon,  or reduce or extend the
time of payment of any fee payable to any Bank  hereunder,  or change the amount
of any Bank's  Commitment,  in each case without the written consent of the Bank
affected thereby, or (b) amend, modify or waive any provision of this subsection
or reduce the  percentage  specified in the  definition  of Majority  Banks,  or
consent to the  assignment  or transfer by the Borrower of any of its rights and
obligations  under this  Agreement,  in each case without the written consent of
all the Banks, or (c) amend,  modify or waive any provision of Section 8 without
the written consent of the then  Administrative  Agent.  Any such waiver and any
such amendment,  supplement or  modification  shall apply equally to each of the
Banks and shall be binding upon the Borrower,  the Banks and the  Administrative
Agent. In the case of any waiver, the Borrower, the Banks and the Administrative
Agent shall be restored to their former position and rights  hereunder,  and any
Default  or  Event  of  Default  waived  shall be  deemed  to be  cured  and not
continuing;  but no such waiver shall extend to any  subsequent or other Default
or Event of Default, or impair any right consequent thereon.

     9.2 NOTICES.  All notices,  requests and demands to or upon the  respective
parties  hereto to be effective  shall be in writing  (including  by telecopy or
other electronic transmission), and, unless otherwise expressly provided herein,
shall be deemed to have been duly  given or made when  delivered  by hand,  or 3
days after being  deposited  in the mail,  postage  prepaid,  or, in the case of
telecopy or other electronic notice, when received,  addressed as follows in the
case of the Borrower, the Co-Syndication Agents, the Co-Documentation Agents and
the  Administrative  Agent,  and as set forth in  Schedule  I in the case of the
other parties hereto,  or to such other address as may be hereafter  notified by
the respective parties hereto:

The Borrower:              Franklin Resources, Inc.
                           One Franklin Parkway
                           San Mateo, California  94403-1906
                           Attention:  Martin L. Flanagan
                                       President, Member Office of the President
                           Telecopy: 650-312-3528

                           With a copy to:

                           Attention:  Leslie M. Kratter
                                       Senior Vice President
<PAGE>
                                                                              52

                           Telecopy: 650-312-2804

The Chase Manhattan Bank, as
  Administrative Agent and a
  Co-Agent:
                           JPMorgan Chase Bank
                           270 Park Avenue
                           New York, New York 10017
                           Attention:  Elisabeth Schabe
                           Telecopy: 212-270-1511

                           With a copy to:

                           JPMorgan Chase Bank Agency
                             Services Corporation
                           One Chase Manhattan Plaza
                           Eighth Floor
                           New York, New York 10081
                           Attention:  Laura Rebecca or Maxeen Pinnock
                           Telecopy: 212-552-7490

Bank of America, N.A.,
as Co-Syndication Agent:

The Bank of New York,
as Co-Syndication Agent:

Citicorp USA Inc.,
as Co-Documentation Agent:

BNP Paribas, as Co-Documentation Agent:

PROVIDED that any notice, request or demand to or upon the Administrative Agent,
the Co-Syndication  Agents or  Co-Documentation  Agents or the Banks pursuant to
subsection  2.2,  2.6,  2.7 or 2.8 or any  notice to the  Borrower  pursuant  to
Section 7 shall not be effective until received.

     9.3 NO WAIVER;  CUMULATIVE REMEDIES. No failure to exercise and no delay in
exercising,  on the part of the Administrative Agent, the Co-Syndication Agents,
the  Co-Documentation  Agents or any Bank, any right, remedy, power or privilege
hereunder  shall  operate as a waiver  thereof;  nor shall any single or partial
exercise of any right,  remedy,  power or privilege hereunder preclude any other
or further exercise thereof or the exercise of any other right, remedy, power or
privilege.  The rights,  remedies,  powers and  privileges  herein  provided are
cumulative  and not  exclusive of any rights,  remedies,  powers and  privileges
provided by law.
<PAGE>
                                                                              53

     9.4 SURVIVAL OF REPRESENTATIONS  AND WARRANTIES.  All  representations  and
warranties  made  hereunder  and  in  any  document,  certificate  or  statement
delivered pursuant hereto or in connection  herewith shall survive the execution
and delivery of this Agreement.

     9.5  PAYMENT OF  EXPENSES  AND  TAXES.  The  Borrower  agrees (a) to pay or
reimburse  the  Administrative   Agent,  the   Co-Syndication   Agents  and  the
Co-Documentation  Agents  for  all  their  reasonable  costs  and  out-of-pocket
expenses incurred in connection with the development,  preparation and execution
of, and any  amendment,  supplement or  modification  to, this Agreement and any
other  documents  prepared  in  connection   herewith  or  therewith,   and  the
consummation  and  administration  of the transactions  contemplated  hereby and
thereby, including, without limitation, the reasonable fees and disbursements of
one external counsel to the Administrative Agent, the Co-Syndication Agents, the
Co-Documentation  Agents and the Banks,  (b) after the occurrence of an Event of
Default,  to  pay  or  reimburse  each  Bank,  the  Co-Syndication  Agents,  the
Co-Documentation  Agents  and the  Administrative  Agent  for all its  costs and
expenses  incurred in connection  with the  enforcement or  preservation  of any
rights under this Agreement,  and any such other documents,  including,  without
limitation,  fees and disbursements of counsel to the Administrative  Agent, the
Co-Syndication Agents, the Co-Documentation  Agents and to the several Banks and
the allocated cost of internal counsel to the Administrative  Agent, (c) to pay,
indemnify,  and hold each Bank, the Co-Syndication  Agents, the Co-Documentation
Agents and the  Administrative  Agent  harmless  from, any and all recording and
filing fees and any and all  liabilities  with respect to, or resulting from any
delay in paying,  stamp, excise and other taxes, if any, which may be payable or
determined  to be payable in  connection  with the execution and delivery of, or
consummation or  administration  of any of the transactions  contemplated by, or
any amendment,  supplement or modification of, or any waiver or consent under or
in respect  of, this  Agreement  and any such other  documents,  and (d) to pay,
indemnify,  and hold each Bank, the Co-Syndication  Agents, the Co-Documentation
Agents and the Administrative  Agent harmless from and against any and all other
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs,  expenses or disbursements of any kind or nature  whatsoever with respect
to the execution, delivery, enforcement,  performance and administration of this
Agreement and any such other  documents  (all the foregoing,  collectively,  the
"indemnified liabilities"), provided, that the Borrower shall have no obligation
hereunder  to  the  Administrative   Agent,  the   Co-Syndication   Agents,  the
Co-Documentation  Agents or any Bank with  respect  to  indemnified  liabilities
arising from (i) the  negligence  or willful  misconduct  of the  Administrative
Agent  or any  such  Bank or  their  agents  or  attorneys-in-fact,  (ii)  legal
proceedings  commenced against the Administrative  Agent or any such Bank by any
security  holder  or  creditor  thereof  arising  out of and based  upon  rights
afforded any such security  holder or creditor solely in its capacity as such or
(iii) legal  proceedings  commenced  against any such Bank,  the  Administrative
Agent, the  Co-Syndication  Agents or the  Co-Documentation  Agents by any other
Bank or the  Administrative  Agent with  respect to fee  arrangements  and other
payment obligations between the Administrative Agent, the Co-Syndication Agents,
the  Co-Documentation  Agents and the Banks.  The agreements in this  subsection
shall survive  repayment of all amounts payable  hereunder.  The  Administrative
Agent  and  the  Banks  agree  to  provide  reasonable  details  and  supporting
information  concerning  any  costs  and  expenses  required  to be  paid by the
Borrower pursuant to the terms hereof.

     9.6  SUCCESSORS AND ASSIGNS;  PARTICIPATIONS;  PURCHASING  BANKS.  (a) This
Agreement  shall be binding upon and inure to the benefit of the  Borrower,  the
Banks,  the  Co-

<PAGE>
                                                                              54


Syndication Agents, the  Co-Documentation  Agents and the Administrative  Agent,
all future holders of Loans or Commitments and their  respective  successors and
assigns,  except that the  Borrower may not assign or transfer any of its rights
or obligations  under this Agreement  without the prior written  consent of each
Bank.

     (b) (i) Subject to the conditions set forth in paragraph (b)(ii) below, any
Bank may  assign to one or more  assignees  all or a portion  of its  rights and
obligations  under this Agreement  (including all or a portion of its Commitment
and the Loans at the time owing to it) with the prior written  consent (any such
consent not to be unreasonably withheld or delayed) of:

          (A) the Borrower,  provided  that no consent of the Borrower  shall be
     required for an assignment to an assignee that is a Bank immediately  prior
     to giving  effect to such  assignment,  an Affiliate of a Bank, an Approved
     Fund (as  defined  below) or, if an Event of Default  has  occurred  and is
     continuing, any other assignee; and

          (B)  the  Administrative  Agent,  provided  that  no  consent  of  the
     Administrative  Agent shall be required  for an  assignment  to an assignee
     that is a Bank immediately prior to giving effect to such assignment.

          (ii)  Assignments  shall  be  subject  to  the  following   additional
     conditions:

          (A) except in the case of an assignment to a Bank or an Affiliate of a
     Bank or an  assignment  of the  entire  remaining  amount of the  assigning
     Bank's  Commitment,  the amount of the  Commitment  of the  assigning  Bank
     subject to each such  assignment  (determined as of the date the Assignment
     and  Assumption  with  respect  to  such  assignment  is  delivered  to the
     Administrative  Agent) shall not be less than $5,000,000 unless each of the
     Borrower and the Administrative  Agent otherwise consent,  provided that no
     such consent of the  Borrower  shall be required if an Event of Default has
     occurred and is continuing;

          (B)  each  partial  assignment  shall  be made as an  assignment  of a
     proportionate part of all the assigning Bank's rights and obligations under
     this  Agreement,  provided  that this  clause  shall not apply to rights in
     respect of outstanding Bid Loans;

          (C) the parties to each  assignment  shall  execute and deliver to the
     Administrative  Agent  an  Assignment  and  Assumption,   together  with  a
     processing and recordation fee of $3,500;

          (D) the assignee,  if it shall not be a Bank prior to such assignment,
     shall deliver to the Administrative Agent an Administrative  Questionnaire;
     and

          (E) in the case of an  assignment  to a CLO (as  defined  below),  the
     assigning  Bank  shall  retain the sole  right to  approve  any  amendment,
     modification  or waiver of any provision of this  Agreement,  PROVIDED that
     the Assignment  and  Assumption  between such Bank and such CLO may provide
     that such Bank will

<PAGE>
                                                                              55

     not, without the consent of such CLO, agree to any amendment,  modification
     or waiver  described in clause (a) or (b) of the proviso to subsection  9.1
     that affects such CLO, PROVIDED FURTHER that nothing in this subsection 9.6
     shall be  construed  to waive the  requirement  that mutual  consent of the
     appropriate  parties in accordance with subsection 9.1 is required in order
     to amend or modify the terms of this Agreement.

     For the  purposes of this  subsection  9.6, the terms  "Approved  Fund" and
"CLO" have the following meanings:

     "APPROVED  FUND" means (a) a CLO and (b) with respect to any Bank that is a
fund which  invests in bank loans and similar  extensions  of credit,  any other
fund that invests in bank loans and similar  extensions of credit and is managed
by the  same  investment  advisor  as  such  Bank  or by an  Affiliate  of  such
investment advisor.

     "CLO"  means any  entity  (whether  a  corporation,  partnership,  trust or
otherwise) that is engaged in making, purchasing, holding or otherwise investing
in bank loans and similar  extensions  of credit in the  ordinary  course of its
business and is administered or managed by a Bank or an Affiliate of such Bank.

          (iii)  Subject  to  acceptance  and  recording   thereof  pursuant  to
     paragraph  (b)(iv) of this  subsection,  from and after the effective  date
     specified in each Assignment and Assumption the assignee  thereunder  shall
     be a party  hereto  and,  to the extent of the  interest  assigned  by such
     Assignment and Assumption,  have the rights and obligations of a Bank under
     this Agreement,  and the assigning Bank thereunder  shall, to the extent of
     the interest  assigned by such Assignment and Assumption,  be released from
     its obligations under this Agreement (and, in the case of an Assignment and
     Assumption  covering all of the  assigning  Bank's  rights and  obligations
     under this Agreement,  such Bank shall cease to be a party hereto but shall
     continue to be entitled to the benefits of subsections 2.15, 2.16, 2.17 and
     9.5). Any  assignment or transfer by a Bank of rights or obligations  under
     this  Agreement  that does not  comply  with this  subsection  9.6 shall be
     treated  for  purposes  of  this  Agreement  as a sale  by  such  Bank of a
     participation  in such rights and  obligations in accordance with paragraph
     (c) of this Section.

          (iv) The Administrative  Agent, acting for this purpose as an agent of
     the  Borrower,  shall  maintain  at one  of its  offices  a  copy  of  each
     Assignment  and  Assumption   delivered  to  it  and  a  register  for  the
     recordation of the names and addresses of the Banks, and the Commitment of,
     and principal amount of the Loans owing to, each Bank pursuant to the terms
     hereof  from time to time (the  "REGISTER").  The  entries in the  Register
     shall be conclusive,  in the absence of manifest  error,  and the Borrower,
     the Administrative  Agent and the Banks may treat each Person whose name is
     recorded in the Register  pursuant to the terms hereof as a Bank  hereunder
     for all purposes of this Agreement, notwithstanding notice to the contrary.
     The Register  shall be  available  for  inspection  by the Borrower and any
     Bank, at any reasonable  time and from time to time upon  reasonable  prior
     notice.
<PAGE>
                                                                              56

          (v) Upon its receipt of a duly  completed  Assignment  and  Assumption
     executed by an assigning  Bank and an assignee,  the  assignee's  completed
     Administrative  Questionnaire  (unless the assignee shall already be a Bank
     hereunder), the processing and recordation fee referred to in paragraph (b)
     of this  Section and any  written  consent to such  assignment  required by
     paragraph  (b) of this Section,  the  Administrative  Agent shall  promptly
     accept such Assignment and Assumption and record the information  contained
     therein in the Register.  No assignment  shall be effective for purposes of
     this  Agreement  unless it has been recorded in the Register as provided in
     this paragraph.

     (c)  (i)  Any  Bank  may,  without  the  consent  of  the  Borrower  or the
Administrative Agent, sell participations to one or more banks or other entities
(a  "PARTICIPANT")  in all or a portion of such  Bank's  rights and  obligations
under this Agreement (including all or a portion of its Commitment and the Loans
owing to it);  PROVIDED that (A) such Bank's  obligations  under this  Agreement
shall remain  unchanged,  (B) such Bank shall remain solely  responsible  to the
other  parties  hereto  for  the  performance  of such  obligations  and (C) the
Borrower,  the  Administrative  Agent and the other Banks shall continue to deal
solely and directly  with such Bank in  connection  with such Bank's  rights and
obligations under this Agreement.  Any agreement or instrument pursuant to which
a Bank sells such a participation  shall provide that such Bank shall retain the
sole right to enforce this Agreement and to approve any amendment,  modification
or waiver of any provision of this  Agreement;  PROVIDED that such  agreement or
instrument  may  provide  that such Bank will not,  without  the  consent of the
Participant, agree to any amendment,  modification or waiver described in clause
(a) or (b) of subsection 9.1 that affects such Participant. Subject to paragraph
(c)(ii) of this subsection,  the Borrower agrees that each Participant  shall be
entitled to the benefits of subsections  2.15,  2.16 and 2.17 to the same extent
as if it were a Bank and had  acquired its  interest by  assignment  pursuant to
paragraph  (b) of  this  subsection.  To  the  extent  permitted  by  law,  each
Participant  also shall be entitled  to the  benefits  of  subsection  9.7(b) as
though  it were a Bank,  provided  such  Participant  agrees  to be  subject  to
subsection 9.7(a) as though it were a Bank.

          (ii) A  Participant  shall not be  entitled  to  receive  any  greater
     payment under  subsection 2.15, 2.16 or 2.17 than the applicable Bank would
     have been  entitled to receive  with respect to the  participation  sold to
     such Participant,  unless the sale of the participation to such Participant
     is made with the Borrower's prior written consent. Subject to the preceding
     sentence,  a  Participant  that  would be a Foreign  Bank if it were a Bank
     shall not be  entitled  to the  benefits  of  subsection  2.16  unless  the
     Borrower is notified of the participation sold to such Participant and such
     Participant  agrees,  for the  benefit  of the  Borrower,  to  comply  with
     subsection  2.16(e) as though it were a Bank and for  purposes  of claiming
     any benefit under subsection 2.16, any reference to a Foreign Bank shall be
     deemed to refer to such Participant.

     (d) Any Bank may at any time pledge or assign a security interest in all or
any  portion of its rights  under this  Agreement  including  any Note to secure
obligations  of  such  Bank,  including  any  pledge  or  assignment  to  secure
obligations  to a Federal  Reserve Bank, and this Section shall not apply to any
such pledge or assignment of a security  interest;  provided that no such pledge
or  assignment  of a  security  interest  shall  release  a Bank from any of its
obligations  hereunder or substitute  any such pledgee or assignee for such Bank
as a party hereto.
<PAGE>
                                                                              57

     9.7 ADJUSTMENTS;  SET-OFF.  (a) If any Bank (a "Benefitted  Bank") shall at
any time receive any payment of all or part of its Loans,  or interest  thereon,
or  receive  any  collateral  in  respect   thereof   (whether   voluntarily  or
involuntarily,  by  set-off,  pursuant  to events or  proceedings  of the nature
referred to in Section 7(g), or  otherwise),  in a greater  proportion  than any
such payment to or collateral  received by any other Bank, if any, in respect of
such other  Bank's  Loans,  or  interest  thereon,  such  Benefitted  Bank shall
purchase  for cash from the other Banks such  portion of each such other  Bank's
Loans,  or  shall  provide  such  other  Banks  with  the  benefits  of any such
collateral,  or the  proceeds  thereof,  as shall  be  necessary  to cause  such
Benefitted  Bank to share the excess  payment or benefits of such  collateral or
proceeds ratably with each of the Banks;  PROVIDED,  HOWEVER, that if all or any
portion of such excess  payment or benefits is  thereafter  recovered  from such
Benefitted  Bank,  such purchase shall be rescinded,  and the purchase price and
benefits  returned,  to the extent of such recovery,  but without interest.  The
Borrower  agrees that each Bank so  purchasing a portion of another  Bank's Loan
may exercise all rights of payment  (including,  without  limitation,  rights of
set-off)  with  respect to such portion as fully as if such Bank were the direct
holder of such portion.

     (b) In  addition to any rights and  remedies of the Banks  provided by law,
each Bank shall have the right,  exercisable  upon the occurrence of an Event of
Default and  acceleration of the obligations of the Borrower owing in connection
with this Agreement, without prior notice to the Borrower, any such notice being
expressly  waived by the Borrower to the extent  permitted by applicable law, to
set-off  and  appropriate  and apply  against any such  obligations  any and all
deposits  (general or special,  time or demand,  provisional  or final),  in any
currency,  and any other credits,  indebtedness or claims,  in any currency,  in
each case  whether  direct or  indirect,  absolute  or  contingent,  matured  or
unmatured,  at any time  held or  owing by such  Bank or any  branch  or  agency
thereof to or for the credit or the account of the Borrower (except for any such
deposits, credits, indebtedness or claims held in any accounts maintained at any
Bank as to which such Bank has waived its right of  set-off).  Each Bank  agrees
promptly to notify the  Borrower,  and the  Administrative  Agent after any such
set-off and  application  made by such Bank,  PROVIDED  that the failure to give
such notice shall not affect the validity of such set-off and application.

     9.8  COUNTERPARTS.  This  Agreement  may be  executed by one or more of the
parties to this  Agreement  on any number of separate  counterparts,  and all of
said counterparts  taken together shall be deemed to constitute one and the same
instrument.  A set of the  copies of this  Agreement  signed by all the  parties
shall be lodged with the Borrower and the Administrative Agent.

     9.9  SEVERABILITY.  Any provision of this Agreement  which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability  without  invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render  unenforceable such provision in any
other jurisdiction.

     9.10 INTEGRATION.  This Agreement represents the agreement of the Borrower,
the  Administrative  Agent and the Banks  with  respect  to the  subject  matter
hereof, and there are no promises,  undertakings,  representations or warranties
by the  Administrative  Agent, the Co-

<PAGE>
                                                                              58

Syndication Agents, the Co-Documentation  Agents or any Bank relative to subject
matter hereof not expressly set forth or referred to herein.

     9.11 GOVERNING LAW. THIS AGREEMENT  (INCLUDING SECTION 9) AND THE NOTES AND
THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED
BY, AND CONSTRUED AND  INTERPRETED  IN ACCORDANCE  WITH, THE LAW OF THE STATE OF
NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAWS BUT OTHERWISE
WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES).

     9.12 SUBMISSION TO JURISDICTION; WAIVERS; APPOINTMENT OF PROCESS AGENT. (a)
The Borrower,  to the extent permitted by applicable law, hereby irrevocably and
unconditionally:

          (i)  submits  for  itself  and its  property  in any  legal  action or
     proceeding  relating to this  Agreement or any Note to which it is a party,
     or for recognition and enforcement of any judgment in respect  thereof,  to
     the  non-exclusive  general  jurisdiction of the Courts of the State of New
     York, the courts of the United States of America for the Southern  District
     of New York, and appellate courts from any thereof;

          (ii)  consents  that any such action or  proceeding  may be brought in
     such courts and waives any objection  that it may now or hereafter  have to
     the venue of any such action or  proceeding  in any such court or that such
     action or proceeding was brought in an inconvenient court and agrees not to
     plead or claim the same;

          (iii) agrees that service of process in any such action or  proceeding
     may be effected by mailing a copy thereof by registered  or certified  mail
     (or any  substantially  similar  form of  mail),  postage  prepaid,  to the
     Borrower  at its  address  set  forth in  subsection  9.2 or at such  other
     address of which the Administrative Agent shall have been notified pursuant
     thereto; and

          (iv)  agrees  that  nothing  herein  shall  affect the right to effect
     service of process in any other manner  permitted by law or shall limit the
     right to sue in any other jurisdiction.

     9.13 ACKNOWLEDGEMENTS. The Borrower hereby acknowledges that:

     (a) it has been  advised  by  counsel  in the  negotiation,  execution  and
delivery of this Agreement;

     (b)  neither the  Administrative  Agent,  the  Co-Syndication  Agents,  the
Co-Documentation  Agents  nor any Bank  has any  fiduciary  relationship  to the
Borrower,  solely by virtue of any of the Loan Documents,  and the  relationship
pursuant  to  the  Loan  Documents   between  the   Administrative   Agent,  the
Co-Syndication  Agents, the Co-Documentation  Agents and the Banks, on one hand,
and the Borrower, on the other hand, is solely that of creditor and debtor; and
<PAGE>
                                                                              59


     (c) no joint  venture  exists among the Banks or among the Borrower and the
Banks.

     9.14 WAIVERS OF JURY TRIAL.  THE BORROWER,  THE  ADMINISTRATIVE  AGENT, THE
CO-SYNDICATION  AGENTS,  THE  CO-DOCUMENTATION   AGENTS  AND  THE  BANKS  HEREBY
IRREVOCABLY  AND  UNCONDITIONALLY  WAIVE  TRIAL BY JURY IN ANY  LEGAL  ACTION OR
PROCEEDING RELATING TO THIS AGREEMENT AND FOR ANY COUNTERCLAIM THEREIN.

     9.15 CONFIDENTIALITY.  Each of the Administrative Agent and the Banks agree
to maintain the  confidentiality  of the Information (as defined below),  except
that  Information  may be disclosed  (a) to its and its  Affiliates'  directors,
officers,  employees and agents, including accountants,  legal counsel and other
advisors (it being  understood  that the Persons to whom such disclosure is made
will be informed of the  confidential  nature of such Information and instructed
to keep such  Information  confidential),  (b) to the  extent  requested  by any
regulatory  authority,  (c)  to  the  extent  required  by  applicable  laws  or
regulations or by any subpoena or similar legal process,  (d) to any other party
to this Agreement, (e) in connection with the exercise of any remedies hereunder
or any suit, action or proceeding  relating to this Agreement or the enforcement
of  rights  hereunder,   (f)  subject  to  an  agreement  containing  provisions
substantially  the same as  those of this  Section,  to (i) any  assignee  of or
Participant  in, or any  prospective  assignee of or Participant  in, any of its
rights or  obligations  under this  Agreement or (ii) any actual or  prospective
counterparty (or its advisors) to any swap or derivative transaction relating to
the Borrower and its obligations, (g) with the consent of the Borrower or (h) to
the extent such  Information  (i)  becomes  publicly  available  other than as a
result of a known  breach  of this  Section  or (ii)  becomes  available  to the
Administrative Agent or any Bank on a nonconfidential  basis from a source other
than the  Borrower.  For the purposes of this Section,  "INFORMATION"  means all
information  received  whether on or prior to the date hereof or hereafter  from
the  Borrower  relating  to the  Borrower or its  business,  other than any such
information  that is  available  to the  Administrative  Agent  or any Bank on a
nonconfidential basis prior to disclosure by the Borrower.

                  [Remainder of page intentionally left blank]



<PAGE>


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

                                  FRANKLIN RESOURCES, INC.


                                  By: /s/ Leslie M. Kratter
                                      ---------------------
                                      Name:  Leslie M. Kratter
                                      Title: Senior Vice President and Secretary





<PAGE>


                                  JPMORGAN CHASE BANK,
                                     as Administrative Agent and a Bank


                                  By: /s/ Marybeth Mullen
                                      -------------------
                                      Name: Marybeth Mullen
                                      Title: Vice President





<PAGE>


                                      CITICORP USA INC.,
                                      as Co-Documentation Agent and a Bank

                                      By: /s/ Alex Duka
                                          -------------
                                      Name: Alex Duka
                                      Title: Director





<PAGE>


                                  BNP PARIBAS,
                                  as Co-Documentation Agent and a Bank

                                  By: /s/ Marguerite L. Lebon
                                      -----------------------
                                      Name: Marguerite L. Lebon
                                      Title:  Vice President



                                  BNP PARIBAS,
                                  as Co-Documentation Agent and a Bank

                                  By: /s/ Barry K. Chung
                                      ------------------
                                      Name: Barry K. Chung
                                      Title: V.P.





<PAGE>


                                  THE BANK OF NEW YORK,
                                    as Co-Syndication Agent and a Bank

                                  By: /s/ Scott Buitekant
                                      -------------------
                                      Name:  Scott Buitekant
                                      Title:  Vice President





<PAGE>


                                  BANK OF AMERICA, N.A.,
                                    as Co-Syndication Agent and a Bank

                                  By: /s/ Elizabeth W. F. Bishop
                                      --------------------------
                                      Name:  Elizabeth W. F. Bishop
                                      Title:  Managing Director





<PAGE>


                                  DEUTSCHE BANK AG, NEW YORK BRANCH


                                  By:  /s/ Gayma Z. Shivnarain
                                       -----------------------
                                       Name: Gayma Z. Shivnarain
                                       Title: Director



                                  By:  /s/ Elizabeth Zieglmeier
                                       ------------------------
                                       Name: Elizabeth Zieglmeier
                                       Title:  Managing Director





<PAGE>


                                  ROYAL BANK OF CANADA


                                  By: /s/ Gabriella King
                                      ------------------
                                      Name: Gabriella King
                                      Title:  Senior Manager





<PAGE>


                                  TORONTO DOMINION (TEXAS), INC.


                                  By: /s/ Alva J. Jones
                                      -----------------
                                      Name:  Alva J. Jones
                                      Title:  Vice President





<PAGE>


                                  HSBC BANK USA


                                  By: /s/ L. Sue Lomax
                                      ----------------
                                      Name:  L. Sue Lomax
                                      Title: Senior Vice President





<PAGE>


                                  BAYERISCHE HYPO-UND VEREINSBANK AG
                                    NEW YORK BRANCH


                                  By: /s/ David A. Lefkovits
                                      ----------------------
                                      Name:  David A. Lefkovits
                                      Title:  Managing Director


                                  By: /s/ Sessa von Richthofen
                                      ------------------------
                                      Name: Sessa von Richthofen
                                      Title: Associate





<PAGE>


                                  STATE STREET BANK AND TRUST
                                  COMPANY


                                  By: /s/ Steven G. Caron
                                      -------------------
                                      Name: Steven G. Caron
                                      Title: Vice President





<PAGE>


                                  BANCA DI ROMA


                                  By: /s/ Luca Belestra
                                      Name: Luca Belestra (#25050)
                                      Title: Senior Vice President and Manager


                                  By: /s/ Richard G. Dietz
                                      ---------------------
                                      Name: Richard G. Dietz (#97271)
                                      Title:  Vice President





<PAGE>



                            SCHEDULE I - COMMITMENTS



Name and Address of Lender                                Commitment Amount
--------------------------                                -----------------

JPMorgan Chase Bank                                       $21,000,000
270 Park Avenue
New York, New York 10017
Attn:  Elisabeth Schwabe
Facsimile: (212) 270-1511

Citicorp USA Inc                                          $21,000,000
399 Park Avenue, 12th Floor
New York, New York 10043
Attn: Alexander Duka
Facsimile: (212) 371-6309

BNP Paribas                                               $21,000,000
499 Park Avenue, 3rd Floor
New York, New York 10022-1278
Attn: Laurent Vanderzyppe
Facsimile: (212) 841-2299

The Bank of New York               .                      $21,000,000
One Wall Street, 17th Floor
New York, New York 10286
Attn: Scott Buitekant
Facsimile: (212) 635-6348

Bank of America, N.A.                                     $21,000,000
231 South LaSalle Street, Suite 1044
Chicago, IL 60697
Attn: Elizabeth Bishop
Facsimile: (312) 987-0889

Deutsche Bank AG                                          $17,500,000
31 West 52nd Street, 20th Floor
New York, New York 10019
Attn: Gayma Z. Shivnarain
Facsimile:  (212) 469-8108


<PAGE>

Royal Bank of Canada                                      $17,500,000
New York Branch
1 Liberty Plaza, 3rd Floor
New York, New York 10006-1404
Attn: Karim Amr
Facsimile: (212) 428-2372

with a copy to:

Royal Bank of Canada
1 Liberty Plaza, 3rd Floor
New York, New York 10006-1404
Attn: G. King
Facsimile: (212) 428-6201

Toronto Dominion (Texas), Inc.                            $17,500,000
909 Fannin
Houston, TX 77010
Attn:  Alva Jones
Facsimile: (713) 951-9921

HSBC Bank USA                                             $17,500,000
Corporate and Institutional Banking
452 Fifth Avenue
New York, New York 10018
Attn: Padma Rao
Facsimile: (212) 525-8937

Bayerische Hypo-Und Vereinsbank AG                        $15,000,000
150 East 42nd Street
New York, New York 10017-4679
Attn: Sessa von Richthofen
Facsimile: (212) 672-5517

State Street Bank and Trust Company                       $10,000,000
2 Avenue de Lafayette
Boston, MA 02111
Attn: Steven Caron
Facsimile: (617) 662-2325

Banca Di Roma                                             $10,000,000
One Market, Steuart Tower, Suite 1000
San Francisco, CA 94105
Attn: Rick Dietz
Facsimile: (415) 357-9869

<PAGE>


                                   SCHEDULE II
                             SAMPLE COMPUTATIONS OF
                          FACILITY AND UTILIZATION FEES



Example 1:

    Average Aggregate Commitment of All Banks:  $210,000,000

    Facility Fee:  $210,000,000 x .00090 (Rating 1) =  $189,000

    Average Aggregate Loans Over Quarter
        (under this Agreement and the 364 Day Facility):  $0
                              ---

    Utilization Fee: $0

Example 2:

    Average Aggregate Commitment of All Banks:  $210,000,000

    Facility Fee:  $210,000,000 x .00090 (Rating 1) =  $189,000

    Average Aggregate Loans Over Quarter
        (under this Agreement and the 364 Day Facility):  $300,000,000
                              ---

    Utilization Fee:  $300,000,000 x .00125 =  $375,000





<PAGE>


                   SCHEDULE III - CONSENTS AND AUTHORIZATIONS

                                      None.



<PAGE>


                     SCHEDULE IV - U.S. INVESTMENT ADVISORS



Fiduciary International, Inc.

Fiduciary Investment Management International, Inc.

Fiduciary Trust International Limited

Franklin Advisers, Inc.

Franklin Advisory Services, LLC

Franklin Investment Advisory Services, Inc.

Franklin Private Client Group, Inc.

Franklin Mutual Advisers, LLC

Franklin Templeton Asset Strategies, LLC

Franklin Templeton Investment Management Limited

Franklin Templeton Investments (Asia) Limited

Franklin Templeton Investments Corporation

FTI Institutional, LLC

Templeton Asset Management Limited Templeton

Global Advisors Limited

Templeton Investment Counsel, LLC

Templeton/Franklin Investment Services, Inc.



<PAGE>


                        Schedule V - U.S. Broker/Dealers


Fiduciary Financial Services Corp.

Franklin/Templeton Distributors, Inc.

Templeton/Franklin Investment Services, Inc.



<PAGE>


                           SCHEDULE VI - SUBSIDIARIES



<PAGE>

<TABLE>
<S>                                                     <C>

Closed Joint-Stock Company Templeton                    Franklin Templeton Management Luxembourg SA
Continental Property Management Company                 Franklin Templeton NIB Asset Management
FCC Receivables Corporation                               (Proprietary) Limited
Fiduciary Financial Services Corp.                      Franklin Templeton NIB Investments Limited
Fiduciary International Holding, Inc.                   Franklin Templeton NIB Management Company
Fiduciary International Ireland Limited                   Limited
Fiduciary International, Inc.                           Franklin Templeton Services Limited
Fiduciary Investment Corporation                        Franklin Templeton Services, LLC
Fiduciary Investment Management International, Inc.     Franklin/Templeton Distributors, Inc.
Fiduciary Tax Services, Inc.                            Franklin/Templeton Travel, Inc.
Fiduciary Trust (International) S.A.                    FS Capital Group
Fiduciary Trust Company International                   FS Properties, Inc.
Fiduciary Trust International Asia Limited              FTCI (Cayman) Ltd.
Fiduciary Trust International Australia Limited         FTI - Banque Fiduciary Trust
Fiduciary Trust International Investment                FTI Institutional, LLC
  Management, Inc.                                      Happy Dragon Holdings Limited
Fiduciary Trust International Limited                   Property Resources, Inc.
Fiduciary Trust International of California             Templeton (Switzerland) Ltd.
Fiduciary Trust International of Delaware               Templeton Asian Direct Investments Limited
Fiduciary Trust International of the South              Templeton Asset Management (India)Private
Franklin Advisers, Inc.                                   Limited
Franklin Advisory Services, LLC                         Templeton Asset Management (Labuan) Limited
Franklin Agency, Inc.                                   Templeton Asset Management Ltd.
Franklin Capital Corporation                            Templeton Capital Advisors Ltd.
Franklin Investment Advisory Services, Inc.             Templeton China Research Limited
Franklin Private Client Group, Inc.                     Templeton do Brasil Ltda.
Franklin Mutual Advisers, LLC                           Templeton Franklin Global Distributors Ltd.
Franklin Properties, Inc.                               Templeton Funds Annuity Company
Franklin Receivables LLC                                Templeton Global Advisors Limited
Franklin Resources, Inc.                                Templeton Global Holdings Ltd.
Franklin Templeton Asset Management S.A.                Templeton Heritage Limited
Franklin Templeton Asset Strategies, LLC                Templeton International, Inc.
Franklin Templeton Bank & Trust, F.S.B.                 Templeton Investment Counsel, LLC
Franklin Templeton Companies, LLC                       Templeton Investment Holdings (Cyprus) Limited
Franklin Templeton Credit Corporation                   Templeton Research and Management Venezuela,
Franklin Templeton France S.A.                            C.A.
Franklin Templeton Global Investors Limited             Templeton Research Poland SP.z.o.o.
Franklin Templeton Holding Limited                      Templeton Restuctered Investments, L.L.C.
Franklin Templeton International Services S.A.          Templeton Trust Services Private Limited
Franklin Templeton Investment Management Limited        Templeton Worldwide, Inc.
Franklin Templeton Investment Services GmbH             Templeton/Franklin Investment Services, Inc.
Franklin Templeton Investment Trust Management          TRFI Investments Limited
  Company Ltd.
Franklin Templeton Investments (Asia) Limited
Franklin Templeton Investments Australia Limited
Franklin Templeton Investments Corp.
Franklin Templeton Investments Japan Limited
Franklin Templeton Investor Services, LLC
Franklin Templeton Italia Sim S.p.A.
</TABLE>

<PAGE>


                     SCHEDULE VII - OUTSTANDING INDEBTEDNESS


$877,000,000.00  Face Value Franklin  Resources,  Inc. Liquid Yield Option Notes
due 2031 (Zero Coupon-Senior)

Outstanding  Indebtedness under the Amended and Restated 364 Day Facility Credit
Agreement dated as of June 12, 2001 among the Company, the several banks parties
thereto,  Bank of America,  N.A., as Syndication Agent, The Bank of New York, as
Documentation Agent and The Chase Manhattan Bank, as Administrative Agent.


<PAGE>


                         SCHEDULE VIII - EXISTING LIENS

                                      None.



<PAGE>


                                                                    EXHIBIT A TO
                                                                CREDIT AGREEMENT



                         [FORM OF BID LOAN CONFIRMATION]



                                                                     _____, 200_



JPMorgan Chase Bank,
  as Administrative Agent
270 Park Avenue
New York, New York  10017

Dear Sirs:

     Reference is made to the Amended and  Restated  Five Year  Facility  Credit
Agreement,  dated as of June 5,  2002 (as  amended,  supplemented  or  otherwise
modified from time to time,  the "Credit  Agreement"),  among the Borrower,  the
Banks  parties  thereto,  Bank of  America,  N.A.  and The Bank of New York,  as
Co-Syndication  Agents,  Citicorp USA Inc.  and BNP Paribas as  Co-Documentation
Agents and JPMorgan Chase Bank, as Administrative Agent.  Capitalized terms used
but not defined  herein  shall have the  meanings  assigned to such terms in the
Credit Agreement.

     In  accordance  with  subsection  2.3(b)  of  the  Credit  Agreement,   the
undersigned  accepts  and  confirms on behalf of Franklin  Resources,  Inc.  the
offers by Bid Loan  Bank(s) to make Bid Loans to  Franklin  Resources,  Inc.  on
_____,  200 [Bid Loan Date] under  subsection 2.3 of the Credit Agreement in the
[respective] amount(s) set forth on the attached list of Bid Loans offered.



                                Very truly yours,

                                FRANKLIN RESOURCES, INC.



                                 By:_________________________
                                    Name:
                                    Title:


[Borrower to attach Bid Loan offer list  prepared by  Administrative  Agent with
accepted amount entered by the Borrower to right of each Bid Loan offer].



<PAGE>


                                                                    EXHIBIT B TO
                                                                CREDIT AGREEMENT



                            [FORM OF BID LOAN OFFER]



                                                                   _______, 200_



JPMorgan Chase Bank,
  as Administrative Agent
270 Park Avenue
New York, New York  10017

Dear Sirs:

     Reference is made to the Amended and  Restated  Five Year  Facility  Credit
Agreement,  dated as of June 5,  2002 (as  amended,  supplemented  or  otherwise
modified from time to time,  the "Credit  Agreement"),  among the Borrower,  the
Banks  parties  thereto,  Bank of  America,  N.A.  and The Bank of New York,  as
Co-Syndication  Agents,  Citicorp USA Inc.  and BNP Paribas as  Co-Documentation
Agents and JPMorgan Chase Bank, as Administrative Agent.  Capitalized terms used
but not defined  herein  shall have the  meanings  assigned to such terms in the
Credit Agreement.

     In  accordance  with  subsection  2.3(b)  of  the  Credit  Agreement,   the
undersigned Bank offers to make Bid Loans thereunder in the following amounts to
Franklin Resources, Inc. the following maturity dates:

Bid Loan Date:  _____, 200

Aggregate Maximum Amount:  $_____

Maturity Date 1 _____:      Maturity Date 2 _____:     Maturity Date 3 _____:

Maximum Amount $___         Maximum Amount $___        Maximum Amount $___

Rate *         Amount $___  Rate *       Amount $___   Rate *       Amount $___
     -                           -                          -

Rate *         Amount $___  Rate *       Amount $___   Rate *       Amount $___
     -                           -                          -

Borrower:  ______           Borrower:  ______          Borrower:  ______




<PAGE>


     [The  undersigned  Bank  hereby  waives  the  requirement,   set  forth  in
subsection 2.3(b)(iv)(B) of the Credit Agreement, that the Bid Loans made to the
Borrower by any Bid Loan Bank be in a minimum amount of $5,000,000.]

                                Very truly yours,
                                [NAME OF BIDDING BANK]



                                By:_________________________
                                   Name:
                                   Title:
                                   Tel.:
                                   Fax:


------------

* In the case of LIBOR Bid Loans,  insert  margin  bid.  In the case of Absolute
Rate Bid Loans, insert fixed rate bid.



<PAGE>



                                                                    EXHIBIT C TO
                                                                CREDIT AGREEMENT



                           [FORM OF BID LOAN REQUEST]



                                                                 _________, 200_


JPMorgan Chase Bank,
  as Administrative Agent
270 Park Avenue
New York, New York  10017

Dear Sirs:

     Reference is made to the Amended and  Restated  Five Year  Facility  Credit
Agreement,  dated as of June 5,  2002 (as  amended,  supplemented  or  otherwise
modified from time to time,  the "Credit  Agreement"),  among the Borrower,  the
Banks  parties  thereto,  Bank of  America,  N.A.  and The Bank of New York,  as
Co-Syndication  Agents,  Citicorp USA Inc.  and BNP Paribas as  Co-Documentation
Agents and JPMorgan Chase Bank, as Administrative Agent.  Capitalized terms used
but not defined  herein  shall have the  meanings  assigned to such terms in the
Credit Agreement.

     This  is  a[n]  [LIBOR]  [Absolute  Rate]  Bid  Loan  Request  pursuant  to
subsection  2.3(b) of the Credit Agreement  requesting  quotes for the following
Bid Loans:

Aggregate Principal Amount:         $_____  $_____ $___

Bid Loan Date:                       _____   ___    ___

[Interest Period:]*                  _____   ___    ___

Maturity Date:**                     _____   ___    ___

Interest Payment Dates:              _____   ___    ___

Borrower:                            _____   ___    ___


------------------------------
*    Insert only in a LIBOR Bid Loan Request.

**   In a LIBOR Bid Loan Request, insert last day of Interest Period.
<PAGE>




------------

Note:Pursuant to the Credit Agreement,  a Bid Loan Request may be transmitted in
     writing,  by  telex  or  by  facsimile   transmission,   or  by  telephone,
     immediately  confirmed by telex or facsimile  transmission.  In any case, a
     Bid Loan  Request  shall  contain the  information  specified in the second
     paragraph of this form.


                                Very truly yours,

                                FRANKLIN RESOURCES, INC.



                                By:_________________________
                                   Name:
                                   Title:


<PAGE>


                                                                    EXHIBIT D TO
                                                                CREDIT AGREEMENT



                           [ASSIGNMENT AND ASSUMPTION]

     Reference is made to the Amended and  Restated  Five Year  Facility  Credit
Agreement,  dated as of June 5,  2002 (as  amended,  supplemented  or  otherwise
modified from time to time,  the "CREDIT  AGREEMENT"),  among the Borrower,  the
Banks  parties  thereto,  Bank of  America,  N.A.  and The Bank of New York,  as
Co-Syndication  Agents,  Citicorp USA Inc.  and BNP Paribas as  Co-Documentation
Agents and JPMorgan Chase Bank, as Administrative Agent.  Capitalized terms used
but not defined  herein  shall have the  meanings  assigned to such terms in the
Credit Agreement.

     The Assignor named below hereby sells and assigns, without recourse, to the
Assignee named below,  and the Assignee  hereby  purchases and assumes,  without
recourse,  from the  Assignor,  effective  as of the  Assignment  Date set forth
below, the interests set forth below (the "Assigned Interest") in the Assignor's
rights  and  obligations   under  the  Credit  Agreement,   including,   without
limitation,  the interests set forth below in the  Commitment of the Assignor on
the  Assignment  Date and Bid Loans and  Revolving  Loans owing to the  Assignor
which are outstanding on the Assignment Date, but excluding accrued interest and
fees to and excluding the  Assignment  Date.  The Assignee  hereby  acknowledges
receipt of a copy of the Credit  Agreement.  From and after the Assignment  Date
(i) the  Assignee  shall be a party to and be  bound  by the  provisions  of the
Credit  Agreement and, to the extent of the Assigned  Interest,  have the rights
and  obligations of a Bank thereunder and (ii) the Assignor shall, to the extent
of the  Assigned  Interest,  relinquish  its  rights  and be  released  from its
obligations under the Credit Agreement.

     The  Assignor  (a) makes no  representation  or  warranty  and  assumes  no
responsibility  with respect to any  statements,  warranties or  representations
made in or in connection with the Credit Agreement or with respect to execution,
legality,  validity,  enforceability,  genuineness,  sufficiency or value of the
Credit  Agreement,  any other Loan Document or any other  instrument or document
furnished  pursuant  thereto,  other than that the  Assignor has not created any
adverse  claim upon the interest  being  assigned by it hereunder  and that such
interest  is  free  and  clear  of any  such  adverse  claim  and (b)  makes  no
representation  or warranty  and assumes no  responsibility  with respect to the
financial condition of the Borrower,  any of its Affiliates or any other obligor
or the  performance or observance by the Borrower,  any of its Affiliates or any
other obligor of any of their respective  obligations under the Credit Agreement
or any  other  Loan  Document  or any other  instrument  or  document  furnished
pursuant hereto or thereto.

     This  Assignment  and Assumption is being  delivered to the  Administrative
Agent together with (i) if the Assignee is a Foreign Lender,  any  documentation
required to be  delivered  by the  Assignee  pursuant to Section  2.16(e) of the
Credit Agreement,  duly completed and executed by the Assignee,  and (ii) if the
Assignee is not already a Lender under the Credit  Agreement,  an Administrative
Questionnaire in the form supplied by the Administrative Agent,
<PAGE>

duly  completed  by the  Assignee.  The  [Assignee/Assignor]  shall  pay the fee
payable to the  Administrative  Agent  pursuant to Section  9.6(b) of the Credit
Agreement.

     This  Assignment  and  Assumption  shall be  governed by and  construed  in
accordance with the laws of the State of New York.

Date of Assignment:

Legal Name of Assignor:

Legal Name of Assignee:

Assignee's Address for Notices:

Effective Date of Assignment
("Assignment Date"):

=========================== ======================= ===========================
                                                       Percentage Assigned of
                                                       Facility/Commitment (set
                               Principal Amount        forth, to at least 8
                               Assigned (and           decimals, as a percentage
                               identifying information of the Facility and the
                               as to individual BID    aggregate Commitments of
Facility                       LOANS)                  all Lenders THEREUNDER)
--------                       ------                  -------------------------

Commitment Assigned:           $                                              %

Revolving Loans:

Competitive Loans:

============================ ======================= ===========================
     The terms set forth above and on the reverse side hereof are hereby  agreed
to:

                                [Name of Assignor]   , as Assignor


                                By:______________________________
                                   Name:
                                   Title:



                                [Name of Assignee]   , as Assignee


                                By: ______________________________
<PAGE>

                                    Name:
                                    Title:

     The undersigned hereby consent to the within assignment:

Franklin Resources, Inc.,                       JPMorgan Chase Bank,
(if required)                                   as Administrative Agent,
                                                (if required)
By: ______________________
Name:                                           By: __________________________
Title:                                          Name:
                                                Title:



<PAGE>


                                                                  EXHIBIT E-1 TO
                                                                CREDIT AGREEMENT



                         [FORM OF REVOLVING CREDIT NOTE]



$__________                                                 New York, New York
                                                            ________ __, 200_


     FOR VALUE RECEIVED, the undersigned,  Franklin Resources,  Inc., a Delaware
corporation  (the  "BORROWER"),  hereby  unconditionally  promises to pay on the
Termination  Date to the  order of  ____________________________________________
(the "BANK") at the office of JPMORGAN  CHASE BANK,  located at 270 Park Avenue,
New York, New York 10017, in lawful money of the United States of America and in
immediately  available  funds,  the  principal  amount  of  the  lesser  of  (a)
______________________  DOLLARS  ($__________)  and  (b)  the  aggregate  unpaid
principal  amount  of  all  Revolving  Credit  Loans  made  by the  Bank  to the
undersigned  pursuant  to  subsection  2.1 of the Credit  Agreement  referred to
below.

     The undersigned further agrees to pay interest in like money at such office
on the unpaid  principal amount hereof from time to time from the Effective Date
at the  applicable  rates per annum set forth in  subsection  2.10 of the Credit
Agreement  referred to below until any such amount  shall become due and payable
(whether at the stated maturity,  by acceleration or otherwise),  and thereafter
on such overdue amount at the rate per annum set forth in subsection  2.10(d) of
the  Credit  Agreement  until paid in full  (both  before  and after  judgment).
Interest shall be payable in arrears on each applicable  Interest  Payment Date,
commencing on the first such date to occur after the date hereof and terminating
upon  payment  (including  prepayment)  in full of the unpaid  principal  amount
hereof;  provided that interest  accruing on any overdue amount shall be payable
on demand.

     The holder of this Note is authorized to record the date and amount of each
Revolving  Credit Loan made pursuant to subsection 2.1 of the Credit  Agreement,
its character as an Alternate  Base Rate Loan or LIBOR Loan, the date and amount
of each payment or prepayment of principal with respect  thereto,  the length of
each Interest  Period with respect to the portion of such Revolving  Credit Loan
made and/or maintained as a LIBOR Loan, and the LIBOR Adjusted Rate with respect
thereto  and each  conversion  made  pursuant  to  subsection  2.8 of the Credit
Agreement,  on the  schedules  annexed  hereto and made a part  hereof,  or on a
continuation  thereof  which  shall be attached  hereto and made a part  hereof,
which  recordation  shall constitute prima facie evidence of the accuracy of the
information  so  recorded;  provided  that  failure by the Bank to make any such
recordation on this Note shall not affect the  obligations of the Borrower under
this Note or under the Credit Agreement.
<PAGE>

     This Note is one of the Revolving  Credit Notes  referred to in the Amended
and Restated Five Year Facility Credit  Agreement,  dated as of June 5, 2002 (as
amended,  supplemented  or  otherwise  modified  from time to time,  the "Credit
Agreement"),  among the Borrower,  the Banks parties  thereto,  Bank of America,
N.A. and The Bank of New York, as Co-Syndication  Agents,  Citicorp USA Inc. and
BNP  Paribas,   as   Co-Documentation   Agents  and  JPMorgan   Chase  Bank,  as
Administrative  Agent,  is  entitled to the  benefits  thereof and is subject to
optional  and  mandatory  prepayment  in whole or in part as  provided  therein.
Capitalized  terms used but not defined herein shall have the meanings  assigned
to such terms in the Credit Agreement.

     Upon the  occurrence of any one or more of the Events of Default  specified
in the Credit  Agreement,  all amounts then remaining  unpaid on this Note shall
become, or may be declared to be,  immediately due and payable,  all as provided
therein.

     THIS  REVOLVING  CREDIT  NOTE  SHALL BE  GOVERNED  BY,  AND  CONSTRUED  AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.



                                FRANKLIN RESOURCES, INC.



                                By:_________________________
                                   Name:
                                   Title:


<PAGE>


                                                                   SCHEDULE A to
                                                           Revolving Credit Note

<TABLE>
<CAPTION>


                         LOANS, CONVERSIONS AND PAYMENTS
                          OF ALTERNATE BASE RATE LOANS



------------- ----------- ------------------ ----------------- ---------------- ---------------- ------------
                             Amount of          Amount of                           Unpaid
                            LIBOR Loans       Alternate Base                       Principal
                           Converted into       Rate Loans        Amount of       Balance of
              Amount of    Alternate Base     Converted into      Principal     Alternate Base    Notation
    Date         Loan        Rate Loans        LIBOR Loans         Repaid         Rate Loans       Made by
    ----         ----      ---------------     -----------         ------         ----------       -------

  <S>           <C>            <C>              <C>               <C>             <C>             <C>
  -------       -------        ---------        ----------        ---------       ----------      --------
  -------       -------        ---------        ----------        ---------       ----------      --------
  -------       -------        ---------        ----------        ---------       ----------      --------
  -------       -------        ---------        ----------        ---------       ----------      --------
  -------       -------        ---------        ----------        ---------       ----------      --------
  -------       -------        ---------        ----------        ---------       ----------      --------
  -------       -------        ---------        ----------        ---------       ----------      --------
  -------       -------        ---------        ----------        ---------       ----------      --------
  -------       -------        ---------        ----------        ---------       ----------      --------
  -------       -------        ---------        ----------        ---------       ----------      --------
  -------       -------        ---------        ----------        ---------       ----------      --------
  -------       -------        ---------        ----------        ---------       ----------      --------
  -------       -------        ---------        ----------        ---------       ----------      --------
  -------       -------        ---------        ----------        ---------       ----------      --------
  -------       -------        ---------        ----------        ---------       ----------      --------
  -------       -------        ---------        ----------        ---------       ----------      --------
  -------       -------        ---------        ----------        ---------       ----------      --------
  -------       -------        ---------        ----------        ---------       ----------      --------
  -------       -------        ---------        ----------        ---------       ----------      --------
  -------       -------        ---------        ----------        ---------       ----------      --------
  -------       -------        ---------        ----------        ---------       ----------      --------
  -------       -------        ---------        ----------        ---------       ----------      --------
  -------       -------        ---------        ----------        ---------       ----------      --------
  -------       -------        ---------        ----------        ---------       ----------      --------
  -------       -------        ---------        ----------        ---------       ----------      --------

</TABLE>

<PAGE>

                                                                   SCHEDULE B to
                                                           Revolving Credit Note


<TABLE>
<CAPTION>

                             LOANS, CONVERSIONS AND
                             PAYMENTS OF LIBOR LOANS



------------- ---------- --------------- ---------------- --------------- -------------- ------------- ------------
                                                            Amount of
                           Amount of                          LIBOR
                           Alternate                          Loans
                           Base Rate    Interest Period     Converted                       Unpaid
                             Loans         and LIBOR          into                        Principal
                           Converted     Adjusted Rate      Alternate      Amount of      Balance of
               Amount     into LIBOR      with Respect      Base Rate      Principal         LIBOR      Notation
    Date      of Loan       Loans           Thereto           Loans         Repaid           Loans      Made by
    ----      -------       -----           -------           -----         ------           -----      -------
  <S>          <C>         <C>             <C>              <C>            <C>            <C>           <C>

  -------      -------     ---------       ----------       ---------      ----------     ----------    --------
  -------      -------     ---------       ----------       ---------      ----------     ----------    --------
  -------      -------     ---------       ----------       ---------      ----------     ----------    --------
  -------      -------     ---------       ----------       ---------      ----------     ----------    --------
  -------      -------     ---------       ----------       ---------      ----------     ----------    --------
  -------      -------     ---------       ----------       ---------      ----------     ----------    --------
  -------      -------     ---------       ----------       ---------      ----------     ----------    --------
  -------      -------     ---------       ----------       ---------      ----------     ----------    --------
  -------      -------     ---------       ----------       ---------      ----------     ----------    --------
  -------      -------     ---------       ----------       ---------      ----------     ----------    --------
  -------      -------     ---------       ----------       ---------      ----------     ----------    --------
  -------      -------     ---------       ----------       ---------      ----------     ----------    --------
  -------      -------     ---------       ----------       ---------      ----------     ----------    --------
  -------      -------     ---------       ----------       ---------      ----------     ----------    --------
  -------      -------     ---------       ----------       ---------      ----------     ----------    --------
  -------      -------     ---------       ----------       ---------      ----------     ----------    --------
  -------      -------     ---------       ----------       ---------      ----------     ----------    --------
  -------      -------     ---------       ----------       ---------      ----------     ----------    --------
  -------      -------     ---------       ----------       ---------      ----------     ----------    --------
  -------      -------     ---------       ----------       ---------      ----------     ----------    --------
  -------      -------     ---------       ----------       ---------      ----------     ----------    --------
  -------      -------     ---------       ----------       ---------      ----------     ----------    --------
  -------      -------     ---------       ----------       ---------      ----------     ----------    --------
  -------      -------     ---------       ----------       ---------      ----------     ----------    --------
  -------      -------     ---------       ----------       ---------      ----------     ----------    --------
  -------      -------     ---------       ----------       ---------      ----------     ----------    --------
</TABLE>

<PAGE>


                                                                  EXHIBIT E-2 TO
                                                                CREDIT AGREEMENT



                          [FORM OF GRID BID LOAN NOTE]
                                 PROMISSORY NOTE



$______                                                       New York, New York
                                                                   _______, 200_

     FOR VALUE RECEIVED, the undersigned,  Franklin Resources, Inc. , a Delaware
corporation,  (the "Borrower"),  hereby  unconditionally  promises to pay to the
order of  _________________  (the  "Bank") at the office of JPMorgan  Chase Bank
located at 270 Park  Avenue,  New York,  New York 10017,  in lawful money of the
United  States of America and in  immediately  available  funds,  the  principal
amount of (a)  ________DOLLARS  ($____),  or, if less, (b) the aggregate  unpaid
principal  amount of each Bid Loan which is (i) made by the Bank to the Borrower
pursuant to subsection 2.3 of the Credit Agreement  hereinafter  referred to and
(ii) not evidenced by an Individual  Bid Loan Note executed and delivered by the
Borrower pursuant to subsection  2.4(e) of the Credit  Agreement.  The principal
amount of each Bid Loan  evidenced  hereby shall be payable on the maturity date
therefor set forth on the schedule annexed hereto and made a part hereof or on a
continuation  thereof which shall be attached hereto and made a part hereof (the
"Grid").  The  Borrower  further  agrees to pay  interest  in like money at such
office on the unpaid principal amount of each Bid Loan evidenced  hereby, at the
rate per annum set forth in respect of such Bid Loan on the Grid,  calculated on
the basis of a year of 360 days and actual  days  elapsed  from the date of such
Bid  Loan  until  the due date  thereof  (whether  at the  stated  maturity,  by
acceleration or otherwise) and thereafter at the rates  determined in accordance
with  subsection  2.3(d)  of the  Credit  Agreement.  Interest  on each Bid Loan
evidenced  hereby  shall be payable on the date or dates set forth in respect of
such  Bid  Loan  on the  Grid.  Bid  Loans  evidenced  by this  Note  may not be
optionally prepaid.

     The  holder of this Note is  authorized  to  endorse  on the Grid the date,
amount,  interest rate,  interest  payment dates and maturity date in respect of
each Bid Loan made  pursuant to  subsection  2.3 of the Credit  Agreement,  each
payment of principal with respect thereto and any transfer of such Bid Loan from
this Note to an  Individual  Bid Loan Note  delivered  to the Bank  pursuant  to
subsection  2.4(e) of the Credit  Agreement,  which endorsement shall constitute
prima facie  evidence of the  accuracy of the  information  endorsed;  provided,
however,  that the  failure  to make any such  endorsement  shall not affect the
obligations of the Borrower in respect of such Bid Loan.

     This Note is one of the Grid Bid Loan Notes  referred to in the Amended and
Restated  Five Year  Facility Credit  Agreement,  dated as of  June 5,  2002 (as
amended,  supplemented  or  otherwise  modified  from time to time,  the "Credit
Agreement"),  among the Borrower,  the Banks parties  thereto,  Bank of America,
N.A. and The Bank of New York, as Co-Syndication  Agents,  Citicorp USA Inc. and
BNP  Paribas,   as   Co-Documentation   Agents  and

<PAGE>

JPMorgan  Chase Bank,  as  Administrative  Agent,  is  entitled to the  benefits
thereof and is subject to optional and mandatory  prepayment in whole or in part
as provided therein.

     Upon the  occurrence of any one or more of the Events of Default  specified
in the Credit  Agreement,  all amounts then remaining  unpaid on this Note shall
become, or may be declared to be,  immediately due and payable,  all as provided
therein.

     All parties now and  hereafter  liable with  respect to this Note,  whether
maker,  principal,  surety,  guarantor,  endorser  or  otherwise,  hereby  waive
presentment, demand, protest and all other notices of any kind.

     Capitalized  terms used but not  defined  herein  shall  have the  meanings
assigned to such terms in the Credit Agreement.

     THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK.

                                Very truly yours,
                                FRANKLIN RESOURCES, INC.



                                By:_________________________
                                   Name:
                                   Title:


<PAGE>



<TABLE>
<CAPTION>


                              SCHEDULE OF BID LOANS


                                                                             Date of
                                                                             Transfer
Date     Amount                    Interest                                  to Individ-   Loan
of       of          Interest      Payment       Maturity       Payment      ual Bid       Author-
Bid      Loan        Rate          Dates         Date           Date         Loan Note     ization
---      ----        ----          -----         ----           ----         ---------     -------
<S>      <C>         <C>           <C>           <C>            <C>          <C>           <C>
-----    -----       ------        ------        ------         ------       ------        -------
-----    -----       ------        ------        ------         ------       ------        -------
-----    -----       ------        ------        ------         ------       ------        -------
-----    -----       ------        ------        ------         ------       ------        -------
-----    -----       ------        ------        ------         ------       ------        -------
-----    -----       ------        ------        ------         ------       ------        -------
-----    -----       ------        ------        ------         ------       ------        -------
-----    -----       ------        ------        ------         ------       ------        -------
-----    -----       ------        ------        ------         ------       ------        -------
-----    -----       ------        ------        ------         ------       ------        -------
-----    -----       ------        ------        ------         ------       ------        -------
-----    -----       ------        ------        ------         ------       ------        -------
-----    -----       ------        ------        ------         ------       ------        -------
-----    -----       ------        ------        ------         ------       ------        -------
-----    -----       ------        ------        ------         ------       ------        -------
-----    -----       ------        ------        ------         ------       ------        -------
-----    -----       ------        ------        ------         ------       ------        -------
-----    -----       ------        ------        ------         ------       ------        -------
-----    -----       ------        ------        ------         ------       ------        -------
</TABLE>

<PAGE>



                                                                  EXHIBIT E-3 TO
                                                                CREDIT AGREEMENT


                       [FORM OF INDIVIDUAL BID LOAN NOTE]
                             NON-NEGOTIABLE BID NOTE


$_____                                                        New York, New York
                                                               ___________, 200_

     FOR VALUE RECEIVED, the undersigned,  Franklin Resources,  Inc., a Delaware
corporation  (the  "Borrower"),  promises  to pay on _____,  200 to the order of
___________(the "Bank") at the office of JPMorgan Chase Bank located at 270 Park
Avenue,  New York,  New York  10017,  in lawful  money of the  United  States of
America and in immediately  available  funds,  the principal sum of _____DOLLARS
($______).  The  Borrower  further  agrees to pay interest in like money at such
office on the unpaid  principal  amount  hereof  from time to time from the date
hereof  at the rate of _% per  annum  (calculated  on the basis of a year of 360
days and actual days elapsed)  until the due date hereof  (whether at the stated
maturity, by acceleration,  or otherwise) and thereafter at the rates determined
in  accordance  with  subsection  2.4(e) of the Amended and  Restated  Five Year
Facility Credit Agreement, dated as of June 5, 2002 (as amended, supplemented or
otherwise  modified  from  time to time,  the  "Credit  Agreement"),  among  the
Borrower,  the Banks parties thereto,  Bank of America, N.A. and The Bank of New
York,  as  Co-Syndication  Agents,   Citicorp  USA  Inc.  and  BNP  Paribas,  as
Co-Documentation  Agents and  JPMorgan  Chase  Bank,  as  Administrative  Agent.
Interest shall be payable on ________. This Note may not be optionally prepaid.

     This  Note is one of the  Individual  Bid Loan  Notes  referred  to in,  is
subject to and is  entitled  to the  benefits  of, the Credit  Agreement,  which
Credit Agreement,  among other things,  contains  provisions for acceleration of
the  maturity and  mandatory  prepayments  hereof upon the  happening of certain
stated events.

     All parties now and  hereafter  liable with  respect to this Note,  whether
maker,  principal,  surety,  guarantor,  endorser  or  otherwise,  hereby  waive
presentment, demand, protest and all other notices of any kind.

     Capitalized  terms used but not  defined  herein  shall  have the  meanings
assigned to such terms in the Credit Agreement.



<PAGE>


     THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK.


                                FRANKLIN RESOURCES, INC.



                                By:_________________________
                                   Name:
                                   Title:




</TEXT>
</DOCUMENT>
