ROHM & HAAS CO
THREE YEAR CREDIT AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>w99525exv10.txt
<DESCRIPTION>THREE YEAR CREDIT AGREEMENT
<TEXT>
<PAGE>
                                                                      Exhibit 10

                           THREE YEAR CREDIT AGREEMENT

                          Dated as of October 24, 2003

            ROHM AND HAAS COMPANY, a Delaware corporation (the "Company"), the
Designated Subsidiaries (as hereinafter defined) from time to time party hereto,
the banks, financial institutions and other institutional lenders (the "Initial
Lenders") listed on the signature pages hereof, CITIGROUP GLOBAL MARKETS INC.,
as lead arranger and bookrunner, and CITIBANK, N.A. ("Citibank"), as
administrative agent (the "Agent") for the Lenders (as hereinafter defined),
WACHOVIA CAPITAL MARKETS, LLC, as syndication agent (the "Syndication Agent"),
agree as follows:

                                    ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

            SECTION 1.01. Certain Defined Terms. As used in this Agreement, the
following terms shall have the following meanings (such meanings to be equally
applicable to both the singular and plural forms of the terms defined):

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

            "Affiliate" means, as to any Person, any other Person that, directly
      or indirectly, controls, is controlled by or is under common control with
      such Person or is a director or officer of such Person. For purposes of
      this definition, the term "control" (including the terms "controlling",
      "controlled by" and "under common control with") of a Person means the
      possession, direct or indirect, of the power to vote 5% or more of the
      Voting Stock of such Person or to direct or cause the direction of the
      management and policies of such Person, whether through the ownership of
      Voting Stock, by contract or otherwise.

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

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

            "Applicable Margin" means (a) for Base Rate Advances, 0.0% per annum
      and (b) for Eurocurrency Rate Advances, a percentage per annum determined
      by reference to the Public Debt Rating in effect on such date as set forth
      below:

<TABLE>
<CAPTION>
                                   Applicable Margin for
Performance Level                Eurocurrency Rate Advances
-----------------                --------------------------
<S>                              <C>
    Level 1                               0.295%
    Level 2                               0.400%
    Level 3                               0.500%
    Level 4                               0.600%
    Level 5                               0.825%
    Level 6                               1.000%
</TABLE>

<PAGE>

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

<TABLE>
<CAPTION>
                            Applicable
Performance Level           Percentage
-----------------           ----------
<S>                         <C>
    Level 1                   0.080%
    Level 2                   0.100%
    Level 3                   0.125%
    Level 4                   0.150%
    Level 5                   0.175%
    Level 6                   0.250%
</TABLE>

            "Applicable Utilization Fee" means, as of any date on which the
      aggregate Advances exceed 25% of the aggregate Commitments, a percentage
      per annum determined by reference to the Public Debt Rating in effect on
      such date as set forth below:

<TABLE>
<CAPTION>
                                    Applicable
Performance Level                 Utilization Fee
-----------------                 ---------------
<S>                               <C>
    Level 1                           0.125%
    Level 2                           0.125%
    Level 3                           0.125%
    Level 4                           0.125%
    Level 5                           0.250%
    Level 6                           0.250%
</TABLE>

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

            "Assuming Lender" has the meaning specified in Section 2.17(c).

            "Assumption Agreement" has the meaning specified in Section 2.17(c).

            "Bankruptcy Law" means any proceeding of the type referred to in
      Section 6.01(e) or Title 11, U.S. Code, or any similar foreign, federal or
      state law for the relief of debtors.

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

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

                  (b) the sum (adjusted to the nearest 1/4 of 1% or, if there is
            no nearest 1/4 of 1%, to the next higher 1/4 of 1%) of (i) -1/2 of
            1% per annum, plus (ii) the rate obtained by dividing (A) the latest
            three-week moving average of secondary market morning offering rates
            in the United States for three-month certificates of deposit of
            major United States money market banks, such three-week moving
            average (adjusted to the basis of a year of 360 days) being
            determined weekly on each Monday (or, if such day is not a Business
            Day, on the next succeeding Business Day) for the three-week period
            ending on the previous Friday by Citibank on the basis of such rates
            reported by certificate of deposit dealers to and published by the
            Federal Reserve Bank of New York or, if such publication shall be
            suspended or terminated, on the basis of quotations for such rates
            received by Citibank from three New York certificate of deposit
            dealers of recognized standing

                                       2
<PAGE>

            selected by Citibank, by (B) a percentage equal to 100% minus the
            average of the daily percentages specified during such three-week
            period by the Board of Governors of the Federal Reserve System (or
            any successor) for determining the maximum reserve requirement
            (including, but not limited to, any emergency, supplemental or other
            marginal reserve requirement) for Citibank with respect to
            liabilities consisting of or including (among other liabilities)
            three-month U.S. dollar non-personal time deposits in the United
            States, plus (iii) the average during such three-week period of the
            annual assessment rates estimated by Citibank for determining the
            then current annual assessment payable by Citibank to the Federal
            Deposit Insurance Corporation (or any successor) for insuring U.S.
            dollar deposits of Citibank in the United States; and

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

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

            "Borrowers" shall mean the Company and each Subsidiary of the
      Company, subject to such Subsidiary's designation as a Borrower hereunder
      pursuant to Section 9.08 as a Designated Subsidiary.

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

            "Business Day" means a day of the year on which banks are not
      required or authorized by law to close in New York City and, if the
      applicable Business Day relates to any Eurocurrency Rate Advances or LIBO
      Rate Advances, on which dealings are carried on in the London interbank
      market and banks are open for business in London and in the country of
      issue of the currency of such Eurocurrency Rate Advance or LIBO Rate
      Advance (or, in the case of an Advance denominated in Euro, on which the
      Trans-European Automated Real-Time Gross Settlement Express Transfer
      (TARGET) System is open) and, if the applicable Business Day relates to
      any Local Rate Advances on which banks are open for business in the
      country of issue of the currency of such Local Rate Advance.

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

            "Committed Currencies" means lawful currency of the United Kingdom
      of Great Britain and Northern Ireland, lawful currency of Japan and Euros.

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

            "Competitive Bid Borrowing" means a borrowing consisting of
      simultaneous Competitive Bid Advances from each of the Lenders whose offer
      to make one or more Competitive Bid Advances as part of such borrowing has
      been accepted under the competitive bidding procedure described in Section
      2.03.

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

            "Competitive Bid Reduction" has the meaning specified in Section
      2.01.

                                       3
<PAGE>

            "Confidential Information" means information that the Company or a
      Subsidiary of the Company furnishes to the Agent or any Lender in a
      writing designated as confidential, but does not include any such
      information that is or becomes generally available to the public other
      than as a result of a breach by such Agent or any Lender of its
      obligations hereunder or that is or becomes available to the Agent or such
      Lender from a source other than the Company or a Subsidiary of the
      Company.

            "Consenting Lender" has the meaning specified in Section 2.17(b).

            "Consolidated" refers to the consolidation of accounts in accordance
      with generally accepted accounting principles as in effect from time to
      time.

            "Consolidated Net Worth" means the aggregate of capital stock and
      surplus and surplus reserves which would be included on the Consolidated
      balance sheet of the Company and its Subsidiaries most recently delivered
      to the Lenders pursuant to Section 5.01(i)(i) or (ii) determined on a
      Consolidated basis in accordance with generally accepted accounting
      principles, less the cost of any treasury shares as included on such
      balance sheet.

            "Convert", "Conversion" and "Converted" each refers to a conversion
      of Revolving Credit Advances of one Type into Revolving Credit Advances of
      the other Type pursuant to Section 2.08 or 2.09.

            "Debt" of any Person means, without duplication, (a) all
      indebtedness of such Person for borrowed money, (b) all obligations of
      such Person for the deferred purchase price of property or services (other
      than trade payables incurred in the ordinary course of such Person's
      business), (c) all obligations of such Person evidenced by notes, bonds,
      debentures or other similar instruments, (d) all obligations of such
      Person created or arising under any conditional sale or other title
      retention agreement with respect to property acquired by such Person (even
      though the rights and remedies of the seller or lender under such
      agreement in the event of default are limited to repossession or sale of
      such property), (e) all obligations of such Person as lessee under leases
      that have been or should be, in accordance with GAAP, recorded as capital
      leases, (f) all obligations, contingent or otherwise, of such Person in
      respect of acceptances, letters of credit or similar extensions of credit,
      (g) all obligations of such Person in respect of Hedge Agreements, (h) all
      Debt of others referred to in clauses (a) through (g) above or clause (i)
      below guaranteed directly or indirectly in any manner by such Person, or
      in effect guaranteed directly or indirectly by such Person through an
      agreement (1) to pay or purchase such Debt or to advance or supply funds
      for the payment or purchase of such Debt, (2) to purchase, sell or lease
      (as lessee or lessor) property, or to purchase or sell services, primarily
      for the purpose of enabling the debtor to make payment of such Debt or to
      assure the holder of such Debt against loss, (3) to supply funds to or in
      any other manner invest in the debtor (including any agreement to pay for
      property or services irrespective of whether such property is received or
      such services are rendered) or (4) otherwise to assure a creditor against
      loss, and (i) all Debt referred to in clauses (a) through (h) above
      secured by (or for which the holder of such Debt has an existing right,
      contingent or otherwise, to be secured by) any Lien on property
      (including, without limitation, accounts and contract rights) owned by
      such Person, even though such Person has not assumed or become liable for
      the payment of such Debt.

            "Debt for Borrowed Money" of any Person means all items that, in
      accordance with GAAP, would be classified as indebtedness on a
      Consolidated balance sheet of such Person.

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

            "Designated Subsidiary" means any wholly owned Subsidiary of the
      Company that enters into a Designation Letter in substantially the same
      form of Exhibit E hereto.

            "Designation Letter" means a letter substantially in the form of
      Exhibit E hereto signed by a Designated Subsidiary and the Company.

                                       4
<PAGE>

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

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

            "EBITDA" means, for any period, net income (or net loss) plus the
      sum of (a) interest expense, (b) income tax expense, (c) depreciation
      expense, (d) amortization expense, (e) other post-retirement benefits
      expense and (f) extraordinary or non-recurring losses included in
      determining such net income (or net loss), less the sum of (i) accrued
      interest income not received in cash and (ii) extraordinary or
      non-recurring gains included in determining such net income (or net loss),
      in each case determined in accordance with GAAP for such period.

            "Effective Date" has the meaning specified in Section 3.01.

            "Eligible Assignee" means (a) a Lender; (b) an Affiliate of a
      Lender; and (c) any other Person approved by the Agent and, unless a
      Default has occurred and is continuing at the time any assignment is
      effected pursuant to Section 9.07, the Company, such approval not to be
      unreasonably withheld or delayed; provided, however, that neither any
      Borrower nor any Affiliate of a Borrower shall qualify as an Eligible
      Assignee under this definition.

            "Environmental Action" means any action, claim, notice of
      non-compliance or potential liability, investigation, proceeding, consent
      order or consent agreement relating in any way to any Environmental Law,
      Environmental Permit or Hazardous Materials or arising from alleged injury
      or threat of injury to health or the environment.

            "Environmental Law" means any federal, state, local or foreign
      statute, law, regulation, judgment or decree relating to pollution or
      protection of health or the environment.

            "Environmental Permit" means any permit, approval, identification
      number, license or other authorization required under any Environmental
      Law.

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

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

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

            "ERISA Event" means (a) (i) the occurrence of a reportable event,
      within the meaning of Section 4043 of ERISA, with respect to any Plan
      unless the 30-day notice requirement with respect to such event has been
      waived by the PBGC, or (ii) the requirements of subsection (1) of Section
      4043(b) of ERISA (without regard to subsection (2) of such Section) are
      met with a contributing sponsor, as defined in

                                       5
<PAGE>

      Section 4001(a)(13) of ERISA, of a Plan, and an event described in
      paragraph (9), (10), (11), (12) or (13) of Section 4043(c) of ERISA is
      reasonably expected to occur with respect to such Plan within the
      following 30 days; (b) the application for a minimum funding waiver with
      respect to a Plan; (c) the provision by the administrator of any Plan of a
      notice of intent to terminate such Plan pursuant to Section 4041(a)(2) of
      ERISA (including any such notice with respect to a plan amendment referred
      to in Section 4041(e) of ERISA); (d) the cessation of operations at a
      facility of any of the Borrowers or any ERISA Affiliate in the
      circumstances described in Section 4062(e) of ERISA; (e) the withdrawal by
      any of the Borrowers or any ERISA Affiliate from a Multiple Employer Plan
      during a plan year for which it was a substantial employer, as defined in
      Section 4001(a)(2) of ERISA; (f) the conditions for the imposition of a
      lien under Section 302(f) of ERISA shall have been met with respect to any
      Plan; (g) the adoption of an amendment to a Plan requiring the provision
      of security to such Plan pursuant to Section 307 of ERISA; or (h) the
      institution by the PBGC of proceedings to terminate a Plan pursuant to
      Section 4042 of ERISA, or the occurrence of any event or condition
      described in Section 4042 of ERISA that constitutes grounds for the
      termination of, or the appointment of a trustee to administer, a Plan.

            "EURIBO Rate" means the rate appearing on Page 248 of the Moneyline
      Telerate Markets (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 of such
      Service, as determined by the Agent from time to time for purposes of
      providing quotations of interest rates applicable to deposits in Euro by
      reference to the Banking Federation of the European Union Settlement Rates
      for deposits in Euro) at approximately 10:00 a.m., London time, two
      Business Days prior to the commencement of such Interest Period, as the
      rate for deposits in Euro with a maturity comparable to such Interest
      Period or, if for any reason such rate is not available, the average
      (rounded upward to the nearest whole multiple of 1/16 of 1% per annum, if
      such average is not such a multiple) of the respective rates per annum at
      which deposits in Euros are offered by the principal office of each of the
      Reference Banks in London, England to prime banks in the London interbank
      market at 11:00 A.M. (London time) two Business Days before the first day
      of such Interest Period in an amount substantially equal (x) in the case
      of Revolving Credit Borrowings, to such Reference Bank's Eurocurrency Rate
      Advance comprising part of such Revolving Credit Borrowing to be
      outstanding during such Interest Period and for a period equal to such
      Interest Period (subject, however, to the provisions of Section 2.08) or
      (y) in the case of Competitive Bid Borrowings, to the amount that would be
      the Reference Banks' respective ratable shares of such Borrowing if such
      Borrowing were to be a Revolving Credit Borrowing to be outstanding during
      such Interest Period and for a period equal to such Interest Period
      (subject, however, to the provisions of Section 2.08).

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

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

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

            "Eurocurrency Rate" means, for any Interest Period for each
      Eurocurrency Rate Advance comprising part of the same Revolving Credit
      Borrowing, an interest rate per annum equal to the rate per annum obtained
      by dividing (a)(i) in the case of any Revolving Credit Advance denominated
      in Dollars or any Committed Currency other than Euro, the rate per annum
      (rounded upward to the nearest whole multiple of 1/16 of 1% per annum)
      appearing on Moneyline Telerate Markets Page 3750 (or any successor page)
      as the London interbank offered rate for deposits in Dollars or the
      applicable Committed Currency at

                                       6
<PAGE>

      approximately 11:00 A.M. (London time) two Business Days prior to the
      first day of such Interest Period for a term comparable to such Interest
      Period or, if for any reason such rate is not available, the average
      (rounded upward to the nearest whole multiple of 1/16 of 1% per annum, if
      such average is not such a multiple) of the rates per annum, as determined
      by the Agent and subject, however, to the provisions of Section 2.08, at
      which deposits in Dollars or the applicable Committed Currency are offered
      by the principal office of each of the Reference Banks in London, England
      to prime banks in the London interbank market at 11:00 A.M. (London time)
      two Business Days before the first day of such Interest Period in an
      amount substantially equal to such Reference Bank's Eurocurrency Rate
      Advance comprising part of such Revolving Credit Borrowing to be
      outstanding during such Interest Period and for a period equal to such
      Interest Period or, (ii) in the case of any Revolving Credit Advance
      denominated in Euros, the EURIBO Rate by (b) a percentage equal to 100%
      minus the Eurocurrency Rate Reserve Percentage for such Interest Period.

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

            "Eurocurrency Rate Reserve Percentage" for any Interest Period for
      all Eurocurrency Rate Advances or LIBO Rate Advances comprising part of
      the same Borrowing means the reserve percentage applicable two Business
      Days before the first day of such Interest Period under regulations issued
      from time to time by the Board of Governors of the Federal Reserve System
      (or any successor) for determining the maximum reserve requirement
      (including, without limitation, any emergency, supplemental or other
      marginal reserve requirement) for a member bank of the Federal Reserve
      System in New York City with respect to liabilities or assets consisting
      of or including Eurocurrency Liabilities (or with respect to any other
      category of liabilities that includes deposits by reference to which the
      interest rate on Eurocurrency Rate Advances or LIBO Rate Advances is
      determined) having a term equal to such Interest Period.

            "Events of Default" has the meaning specified in Section 6.01.

            "Extension Date" has the meaning specified in Section 2.17(b).

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

            "Fixed Rate Advances" has the meaning specified in Section
      2.03(a)(i), which Advances shall be denominated in Dollars or in any
      Foreign Currency.

            "Foreign Currency" means any Committed Currency and any other lawful
      currency (other than Dollars) that is freely transferable or convertible
      into Dollars.

            "Foreign Subsidiary" means a Subsidiary organized under the laws of
      a jurisdiction other than the United States or any State thereof.

            "GAAP" has the meaning specified in Section 1.03.

            "Guaranteed Obligations" has the meaning specified in Section 7.01.

            "Guaranty" means the Guaranty of the Company set forth in Article
      VII.

                                       7
<PAGE>

            "Haas Family" means (a) any of the descendants of Otto Haas, the
      founder of the Company, and their spouses, (b) any trustee under any inter
      vivos or testamentary trust for the benefit of any of the Persons
      specified in clause (a) or the cestui que trusts thereunder or (c) any
      foundation established by Phoebe Haas, the spouse of Otto Haas, or by any
      of the Persons specified in clause (a).

            "Hazardous Materials" means (a) petroleum and petroleum products,
      byproducts or breakdown products and (b) any other chemicals, materials or
      substances designated, classified or regulated as hazardous or toxic or as
      a pollutant or contaminant under any Environmental Law.

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

            "Interest Coverage Ratio" means, at any date of determination, the
      ratio of (a) Consolidated EBITDA to (b) interest payable on, and
      amortization of debt discount in respect of, all Debt for Borrowed Money,
      in each case, of or by the Company and its Consolidated Subsidiaries
      during the four consecutive fiscal quarters most recently ended for which
      financial statements are required to be delivered to the Lenders pursuant
      to Section 5.01(i)(i) or (ii), as the case may be.

            "Interest Period" means, for each Eurocurrency Rate Advance
      comprising part of the same Revolving Credit Borrowing and each LIBO Rate
      Advance comprising part of the same Competitive Bid Borrowing, the period
      commencing on the date of such Eurocurrency Rate Advance or LIBO Rate
      Advance or the date of the Conversion of any Base Rate Advance into such
      Eurocurrency Rate Advance and ending on the last day of the period
      selected by the applicable Borrower pursuant to the provisions below and,
      thereafter, with respect to Eurocurrency Rate Advances, each subsequent
      period commencing on the last day of the immediately preceding Interest
      Period and ending on the last day of the period selected by such Borrower
      pursuant to the provisions below. The duration of each such Interest
      Period shall be 1, 2, 3 or 6 months or, subject to clause (c) of this
      definition, 9 or 12 months, as the applicable Borrower may, upon notice
      received by the Agent not later than 11:00 A.M. (New York City time) on
      the third Business Day prior to the first day of such Interest Period,
      select; provided, however, that:

                  (a) the Borrowers may not select any Interest Period that ends
            after the applicable Termination Date;

                  (b) Interest Periods commencing on the same date for
            Eurocurrency Rate Advances comprising part of the same Revolving
            Credit Borrowing or for LIBO Rate Advances comprising part of the
            same Competitive Bid Borrowing shall be of the same duration;

                  (c) in the case of any such Revolving Credit Borrowing, the
            Borrowers shall not be entitled to select an Interest Period having
            duration of nine or twelve months unless, by 2:00 P.M. (New York
            City time) on the third Business Day prior to the first day of such
            Interest Period, each Lender notifies the Agent that such Lender
            will be providing funding for such Revolving Credit Borrowing with
            such Interest Period (the failure of any Lender to so respond by
            such time being deemed for all purposes of this Agreement as notice
            from such Lender that the requested duration of such Interest Period
            is not available to it); provided that, if any or all of the Lenders
            object to the requested duration of such Interest Period, the
            duration of the Interest Period for such Revolving Credit Borrowing
            shall be one, two, three or six months, as specified by the Borrower
            requesting such Revolving Credit Borrowing in the applicable Notice
            of Revolving Credit Borrowing as the desired alternative to an
            Interest Period of nine or twelve months;

                  (d) whenever the last day of any Interest Period would
            otherwise occur on a day other than a Business Day, the last day of
            such Interest Period shall be extended to occur on the next
            succeeding Business Day, provided, however, that, if such extension
            would cause the last day

                                       8
<PAGE>

            of such Interest Period to occur in the next following calendar
            month, the last day of such Interest Period shall occur on the next
            preceding Business Day; and

                  (e) whenever the first day of any Interest Period occurs on a
            day of an initial calendar month for which there is no numerically
            corresponding day in the calendar month that succeeds such initial
            calendar month by the number of months equal to the number of months
            in such Interest Period, such Interest Period shall end on the last
            Business Day of such succeeding calendar month.

            "Internal Revenue Code" means the Internal Revenue Code of 1986, as
      amended from time to time, and the regulations promulgated thereunder.

            "Lenders" means the Initial Lenders, each Assuming Lender that shall
      become a party hereto pursuant to Section 2.17 and each Person that shall
      become a party hereto pursuant to Section 9.07.

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

            "LIBO Rate Advances" means a Competitive Bid Advance denominated in
      Dollars or in any Foreign Currency and bearing interest based on the LIBO
      Rate.

            "Lien" means any lien, security interest or other charge or
      encumbrance of any kind, or any other type of preferential arrangement,
      including, without limitation, the lien or retained security title of a
      conditional vendor and any easement, right of way or other encumbrance on
      title to real property.

            "Local Rate Advance" means a Competitive Bid Advance denominated in
      any Foreign Currency sourced from the jurisdiction of issuance of such
      Foreign Currency and bearing interest at a fixed rate.

            "Material Adverse Change" means any material adverse change in the
      business, condition (financial or otherwise) or results of operations of
      the Company and its Subsidiaries taken as a whole.

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

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

                                       9
<PAGE>

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

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

            "Non-Consenting Lender" has the meaning specified in Section
      2.17(b).

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

            "Notice of Competitive Bid Borrowing" has the meaning specified in
      Section 2.03(a).

            "Notice of Revolving Credit Borrowing" has the meaning specified in
      Section 2.02(a).

            "Payment Office" means, for any Foreign Currency, such office of
      Citibank as shall be from time to time selected by the Agent and notified
      by the Agent to the Borrower and the Lenders.

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

            "Performance Level" means, as of any date of determination, the
      numerical level set forth below as then in effect, as determined by
      reference to the Public Debt Rating then in effect, provided, however,
      that, with respect to Levels 1 through 4, if the Level established by
      reference to the Public Debt Rating by S&P and the Level established by
      reference to the Public Debt Rating by Moody's are one Level apart, the
      Performance Level shall be the Level that is the higher credit Level of
      the two Levels so established, provided further, however, that, with
      respect to Levels 1 through 4, if the Level established by reference to
      the Public Debt Rating by S&P and the Level established by reference to
      the Public Debt Rating by Moody's are more than one Level apart, the
      Performance Level shall be the Level that is one credit Level above the
      lower of the two credit Levels so established:

           Level 1    The Public Debt Rating is greater than or equal to A2 by
                      Moody's or A by S&P;

           Level 2    The Public Debt Rating is A3 by Moody's or A- by S&P;

           Level 3    The Public Debt Rating is Baa1 by Moody's or BBB+ by S&P;

           Level 4    The Public Debt Rating is Baa2 by Moody's or BBB by S&P;

           Level 5    The Public Debt Rating is Baa3 by Moody's and BBB- by S&P;

           Level 6    The Public Debt Rating is lower than Baa3 by Moody's or
                      BBB- by S&P.

            "Permitted Liens" means such of the following as to which no
      enforcement, collection, execution, levy or foreclosure proceeding shall
      have been commenced: (a) Liens for taxes, assessments and governmental
      charges or levies to the extent not required to be paid under Section
      5.01(b) hereof; (b) Liens imposed by law, such as materialmen's,
      mechanics', carriers', workmen's and repairmen's Liens and other similar
      Liens arising in the ordinary course of business securing obligations that
      are not overdue for a period of more than 60 days; (c) pledges or deposits
      to secure obligations under workers' compensation laws or similar
      legislation or to secure public or statutory obligations; and (d)
      easements, rights of way and other encumbrances on title to real property
      that do not render title to the property encumbered thereby unmarketable
      or materially adversely affect the use of such property for its present
      purposes.

                                       10
<PAGE>

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

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

            "Public Debt Rating" means, as of any date, the lowest rating that
      has been most recently announced by either S&P or Moody's, as the case may
      be, for any class of non-credit enhanced long-term senior unsecured debt
      issued by the Company. For purposes of the foregoing, (a) if only one of
      S&P and Moody's shall have in effect a Public Debt Rating, the Applicable
      Margin, the Applicable Percentage and the Applicable Utilization Fee shall
      be determined by reference to the available rating; (b) if neither S&P nor
      Moody's shall have in effect a Public Debt Rating, the Applicable Margin,
      the Applicable Percentage and the Applicable Utilization Fee will be set
      in accordance with Level 6 under the definition of "Applicable Margin",
      "Applicable Percentage" or "Applicable Utilization Fee," as the case may
      be; (c) if any rating established by S&P or Moody's shall be changed, such
      change shall be effective as of the date on which such change is first
      announced publicly by the rating agency making such change; and (d) if S&P
      or Moody's shall change the basis on which ratings are established, each
      reference to the Public Debt Rating announced by S&P or Moody's, as the
      case may be, shall refer to the then equivalent rating by S&P or Moody's,
      as the case may be.

            "Receivables Securitization" means sales of accounts receivable of
      any Borrower or any of its Subsidiaries in connection with agreements for
      limited recourse or non-recourse sales by such Borrower or Subsidiary for
      cash, provided that (A) any such agreement is of a type and on terms
      customary for comparable transactions in the good faith judgment of the
      Board of Directors of such Borrower or Subsidiary and (B) such agreement
      does not create any interest in any asset other than accounts receivable
      (and property securing or otherwise supporting accounts receivable) and
      proceeds of the foregoing.

            "Reference Banks" means Citibank, Wachovia Bank, National
      Association, Bank of America, N.A. and JPMorgan Chase Bank.

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

            "Required Lenders" means at any time Lenders owed at least a
      majority in interest of the then aggregate unpaid principal amount (based
      on the Equivalent in Dollars at such time) of the Revolving Credit
      Advances owing to Lenders, or, if no such principal amount is then
      outstanding, Lenders having at least a majority in interest of the
      Commitments.

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

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

            "Revolving Credit Borrowing Minimum" means, in respect of Revolving
      Credit Advances denominated in Dollars, $10,000,000, in respect of
      Revolving Credit Advances denominated in Sterling, (pound)10,000,000, in
      respect of Revolving Credit Advances denominated in Yen, (Y)1,000,000,000
      and, in respect of Revolving Credit Advances denominated in Euros,
      (euro)10,000,000.

            "Revolving Credit Borrowing Multiple" means, in respect of Revolving
      Credit Advances denominated in Dollars, $1,000,000, in respect of
      Revolving Credit Advances denominated in Sterling, (pound)1,000,000, in
      respect of Revolving Credit Advances denominated in Yen, (Y)100,000,000
      and, in respect of Revolving Credit Advances denominated in Euros,
      (euro)1,000,000.

                                       11
<PAGE>

            "Revolving Credit Note" means a promissory note of a Borrower
      payable to the order of any Lender, delivered pursuant to a request made
      under Section 2.15 in substantially the form of Exhibit A-1 hereto,
      evidencing the aggregate indebtedness of such Borrower to such Lender
      resulting from the Revolving Credit Advances made by such Lender.

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

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

            "Sub-Agent" means Citibank International plc.

            "Subsidiary" of any Person means any corporation, partnership, joint
      venture, limited liability company, trust or estate of which (or in which)
      more than 50% of (a) the issued and outstanding capital stock having
      ordinary voting power to elect a majority of the Board of Directors of
      such corporation (irrespective of whether at the time capital stock of any
      other class or classes of such corporation shall or might have voting
      power upon the occurrence of any contingency), (b) the interest in the
      capital or profits of such limited liability company, partnership or joint
      venture or (c) the beneficial interest in such trust or estate is at the
      time directly or indirectly owned or controlled by such Person, by such
      Person and one or more of its other Subsidiaries or by one or more of such
      Person's other Subsidiaries.

            "Termination Date" means the earlier of (a) October 24, 2006,
      subject to the extension thereof pursuant to Section 2.17 and (b) the date
      of termination in whole of the Commitments pursuant to Section 2.05 or
      6.01; provided, however, that the Termination Date of any Lender that is a
      Non-Consenting Lender to any requested extension pursuant to Section 2.17
      shall be the Termination Date in effect immediately prior to the
      applicable Extension Date for all purposes of this Agreement.

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

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

            SECTION 1.03. Accounting Terms. All accounting terms not
specifically defined herein shall be construed in accordance with generally
accepted accounting principles consistent with those applied in the preparation
of the financial statements referred to in Section 4.01(e) ("GAAP").

                                   ARTICLE II

                        AMOUNTS AND TERMS OF THE ADVANCES

            SECTION 2.01. The Revolving Credit Advances. Each Lender severally
agrees, on the terms and conditions hereinafter set forth, to make Revolving
Credit Advances to any Borrower from time to time on any Business Day during the
period from the Effective Date until the Termination Date in an aggregate amount
for all Borrowers (based in respect of any Revolving Credit Advances to be
denominated in a Committed Currency on the Equivalent in Dollars determined on
the date of delivery of the applicable Notice of Revolving Credit Borrowing) not
to exceed at any time outstanding such Lender's Commitment; provided that the
aggregate amount of the Commitments of the Lenders shall be deemed used from
time to time to the extent of the aggregate amount (based in

                                       12
<PAGE>


respect of any Competitive Bid Advance denominated in a Foreign Currency on the
Equivalent in Dollars at such time) of the Competitive Bid Advances then
outstanding and such deemed use of the aggregate amount of the Commitments shall
be allocated among the Lenders ratably according to their respective Commitments
(such deemed use of the aggregate amount of the Commitments being a "Competitive
Bid Reduction"). Each Revolving Credit Borrowing shall be in an amount not less
than the Revolving Credit Borrowing Minimum or the Revolving Credit Borrowing
Multiple in excess thereof and shall consist of Revolving Credit Advances of the
same Type and in the same currency made on the same day by the Lenders ratably
according to their respective Commitments. Within the limits of each Lender's
Commitment, the Borrowers may borrow under this Section 2.01, prepay pursuant to
Section 2.09 and reborrow under this Section 2.01.

            SECTION 2.02. Making the Revolving Credit Advances. (a) Each
Revolving Credit Borrowing shall be made on notice, given not later than (x)
11:00 A.M. (New York City time) on the third Business Day prior to the date of
the proposed Revolving Credit Borrowing in the case of a Revolving Credit
Borrowing consisting of Eurocurrency Rate Advances denominated in Dollars, (y)
4:00 P.M. (London time) on the third Business Day prior to the date of the
proposed Revolving Credit Borrowing in the case of a Revolving Credit Borrowing
consisting of Eurocurrency Rate Advances denominated in any Committed Currency,
or (z) 10:00 A.M. (New York City time) on the date of the proposed Revolving
Credit Borrowing in the case of a Revolving Credit Borrowing consisting of Base
Rate Advances, by the applicable Borrower to the Agent (and, in the case of a
Revolving Credit Borrowing consisting of Eurocurrency Rate Advances,
simultaneously to the Sub-Agent), which shall give to each Lender prompt notice
thereof by telecopier or telex. Each such notice of a Revolving Credit Borrowing
(a "Notice of Revolving Credit Borrowing") shall be by telephone, confirmed
immediately in writing, or telecopier or telex in substantially the form of
Exhibit B-1 hereto, specifying therein the requested (i) date of such Revolving
Credit Borrowing, (ii) Type of Advances comprising such Revolving Credit
Borrowing, (iii) aggregate amount of such Revolving Credit Borrowing, and (iv)
in the case of a Revolving Credit Borrowing consisting of Eurocurrency Rate
Advances, initial Interest Period and currency for each such Revolving Credit
Advance. Each Lender shall, before 12:00 Noon (New York City time) on the date
of such Revolving Credit Borrowing, in the case of a Revolving Credit Borrowing
consisting of Advances denominated in Dollars, and before 11:00 A.M. (London
time) on the date of such Revolving Credit Borrowing, in the case of a Revolving
Credit Borrowing consisting of Eurocurrency Rate Advances denominated in any
Committed Currency, make available for the account of its Applicable Lending
Office to the Agent at the applicable Agent's Account, in same day funds, such
Lender's ratable portion of such Revolving Credit Borrowing. After the Agent's
receipt of such funds and upon fulfillment of the applicable conditions set
forth in Article III, the Agent will make such funds available to the applicable
Borrower at the Agent's address referred to in Section 9.02 or at the applicable
Payment Office, as the case may be.

            (b) Anything in subsection (a) above to the contrary
notwithstanding, (i) the Borrowers may not select Eurocurrency Rate Advances for
any Revolving Credit Borrowing if the aggregate amount of such Revolving Credit
Borrowing is less than $25,000,000 or if the obligation of the Lenders to make
Eurocurrency Rate Advances shall then be suspended pursuant to Section 2.08 or
2.11 and (ii) the Eurocurrency Rate Advances may not be outstanding as part of
more than 12 separate Revolving Credit Borrowings.

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

            (d) Unless the Agent shall have received notice from a Lender prior
to the time of any Revolving Credit Borrowing that such Lender will not make
available to the Agent such Lender's ratable portion of such Revolving Credit
Borrowing, the Agent may assume that such Lender has made such portion available
to the Agent on the date of such Revolving Credit Borrowing in accordance with
subsection (a) of this Section 2.02 and the Agent may, in reliance upon such
assumption, make available to the applicable Borrower on such date a

                                       13
<PAGE>

corresponding amount. If and to the extent that such Lender shall not have so
made such ratable portion available to the Agent, such Lender and the applicable
Borrower severally agree to repay to the Agent forthwith on demand such
corresponding amount together with interest thereon, for each day from the date
such amount is made available to the applicable Borrower until the date such
amount is repaid to the Agent, at (i) in the case of such Borrower, the higher
of (A) the interest rate applicable at the time to Revolving Credit Advances
comprising such Revolving Credit Borrowing and (B) the cost of funds incurred by
the Agent in respect of such amount and (ii) in the case of such Lender, (A) the
Federal Funds Rate in the case of Advances denominated in Dollars or (B) the
cost of funds incurred by the Agent in respect of such amount in the case of
Advances denominated in Committed Currencies. If such Lender shall repay to the
Agent such corresponding amount, such amount so repaid shall constitute such
Lender's Revolving Credit Advance as part of such Revolving Credit Borrowing for
purposes of this Agreement.

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

            SECTION 2.03. The Competitive Bid Advances. (a) Each Lender
severally agrees that any Borrower may make Competitive Bid Borrowings under
this Section 2.03 from time to time on any Business Day during the period from
the Effective Date until the date occurring 30 days prior to the Termination
Date in the manner set forth below; provided that, following the making of each
Competitive Bid Borrowing, the aggregate amount of the Advances then outstanding
(based in respect of any Advance denominated in a Foreign Currency on the
Equivalent in Dollars at the time such Competitive Bid Borrowing is requested)
shall not exceed the aggregate amount of the Commitments of the Lenders
(computed without regard to any Competitive Bid Reduction).

            (i) Any Borrower may request a Competitive Bid Borrowing under this
      Section 2.03 by delivering to the Agent (and, in the case of a Competitive
      Bid Borrowing not consisting of Fixed Rate Advances or LIBO Rate Advances
      to be denominated in Dollars, simultaneously to the Sub-Agent), by
      telecopier or telex, a notice of a Competitive Bid Borrowing (a "Notice of
      Competitive Bid Borrowing"), in substantially the form of Exhibit B-2
      hereto, specifying therein the requested (A) date of such proposed
      Competitive Bid Borrowing, (B) aggregate amount of such proposed
      Competitive Bid Borrowing, (C) interest rate basis and day count
      convention to be offered by the Lenders, (D) currency of such proposed
      Competitive Bid Borrowing, (E) in the case of a Competitive Bid Borrowing
      consisting of LIBO Rate Advances, Interest Period, or in the case of a
      Competitive Bid Borrowing consisting of Fixed Rate Advances or Local Rate
      Advances, maturity date for repayment of each Fixed Rate Advance or Local
      Rate Advance to be made as part of such Competitive Bid Borrowing (which
      maturity date may not be earlier than the date occurring thirty days after
      the date of such Competitive Bid Borrowing or later than the earlier of
      (I) 180 days after the date of such Competitive Bid Borrowing and (II) the
      Termination Date), (F) interest payment date or dates relating thereto,
      (G) location of the Borrower's account to which funds are to be advanced
      and (H) other terms (if any) to be applicable to such Competitive Bid
      Borrowing, not later than (w) 10:00 A.M. (New York City time) at least one
      Business Day prior to the date of the proposed Competitive Bid Borrowing,
      if such Borrower shall specify in the Notice of Competitive Bid Borrowing
      that the rates of interest to be offered by the Lenders shall be fixed
      rates per annum (the Advances comprising any such Competitive Bid
      Borrowing being referred to herein as "Fixed Rate Advances") and that the
      Advances comprising such proposed Competitive Bid Borrowing shall be
      denominated in Dollars, (x) 10:00 A.M. (New York City time) at least four
      Business Days prior to the date of the proposed Competitive Bid Borrowing,
      if such Borrower shall specify in the Notice of Competitive Bid Borrowing
      that the Advances comprising such Competitive Bid Borrowing shall be LIBO
      Rate Advances denominated in Dollars, (y) 10:00 A.M. (London time) at
      least three Business Days prior to the date of the proposed Competitive
      Bid Borrowing, if the Borrower shall specify in the Notice of Competitive
      Bid Borrowing that the Advances comprising such proposed Competitive Bid
      Borrowing shall be either Fixed Rate Advances denominated in any Foreign
      Currency or Local Rate Advances denominated in any Foreign Currency and
      (z) 10:00 A.M. (London time) at least five Business Days prior to the date
      of the proposed Competitive Bid Borrowing, if such Borrower shall instead
      specify in the Notice of Competitive Bid Borrowing that the

                                       14
<PAGE>

      Advances comprising such Competitive Bid Borrowing shall be LIBO Rate
      Advances denominated in any Foreign Currency. Each Notice of Competitive
      Bid Borrowing shall be irrevocable and binding on such Borrower. The Agent
      shall in turn promptly notify each Lender of each request for a
      Competitive Bid Borrowing received by it from such Borrower by sending
      such Lender a copy of the related Notice of Competitive Bid Borrowing.

            (ii) Each Lender may, if, in its sole discretion, it elects to do
      so, irrevocably offer to make one or more Competitive Bid Advances to such
      Borrower as part of such proposed Competitive Bid Borrowing at a rate or
      rates of interest specified by such Lender in its sole discretion, by
      notifying the Agent or the Sub-Agent, as the case may be (which shall give
      prompt notice thereof to such Borrower), (A) before 9:30 A.M. (New York
      City time) on the date of such proposed Competitive Bid Borrowing, in the
      case of a Competitive Bid Borrowing consisting of Fixed Rate Advances
      denominated in Dollars, (B) before 10:00 A.M. (New York City time) three
      Business Days before the date of such proposed Competitive Bid Borrowing,
      in the case of a Competitive Bid Borrowing consisting of LIBO Rate
      Advances, denominated in Dollars, (C) before 12:00 noon (London time) on
      the Business Day prior to the date of such proposed Competitive Bid
      Borrowing, in the case of a Competitive Bid Borrowing consisting of either
      Fixed Rate Advances denominated in any Foreign Currency or Local Rate
      Advances denominated in any Foreign Currency and (D) before 12:00 noon
      (London time) on the third Business Day prior to the date of such proposed
      Competitive Bid Borrowing, in the case of a Competitive Bid Borrowing
      consisting of LIBO Rate Advances denominated in any Foreign Currency, of
      the minimum amount and maximum amount of each Competitive Bid Advance
      which such Lender would be willing to make as part of such proposed
      Competitive Bid Borrowing (which amounts or the Equivalent thereof in
      Dollars, as the case may be, of such proposed Competitive Bid may, subject
      to the proviso to the first sentence of this Section 2.03(a), exceed such
      Lender's Commitment, if any), the rate or rates of interest therefor and
      such Lender's Applicable Lending Office with respect to such Competitive
      Bid Advance; provided that if the Agent in its capacity as a Lender shall,
      in its sole discretion, elect to make any such offer, it shall notify such
      Borrower of such offer at least 30 minutes before the time and on the date
      on which notice of such election is to be given to the Agent or to the
      Sub-Agent, as the case may be, by the other Lenders. If any Lender shall
      elect not to make such an offer, such Lender shall so notify the Agent
      before 10:00 A.M. (New York City time) or the Sub-Agent before 12:00 noon
      (London time) on the date on which notice of such election is to be given
      to the Agent or to the Sub-Agent, as the case may be, by the other
      Lenders, and such Lender shall not be obligated to, and shall not, make
      any Competitive Bid Advance as part of such Competitive Bid Borrowing;
      provided that the failure by any Lender to give such notice shall not
      cause such Lender to be obligated to make any Competitive Bid Advance as
      part of such proposed Competitive Bid Borrowing.

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

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

                  (y) accept one or more of the offers made by any Lender or
            Lenders pursuant to paragraph (ii) above, in its sole discretion, by
            giving notice to the Agent or to the Sub-Agent, as the case may be,
            of the amount of each Competitive Bid Advance (which amount shall be
            equal to

                                       15
<PAGE>

            or greater than the minimum amount, and equal to or less than the
            maximum amount, notified to such Borrower by the Agent or the
            Sub-Agent, as the case may be, on behalf of such Lender for such
            Competitive Bid Advance pursuant to paragraph (ii) above) to be made
            by each Lender as part of such Competitive Bid Borrowing, and reject
            any remaining offers made by Lenders pursuant to paragraph (ii)
            above by giving the Agent or the Sub-Agent, as the case may be,
            notice to that effect. Such Borrower shall accept the offers made by
            any Lender or Lenders to make Competitive Bid Advances in order of
            the lowest to the highest rates of interest offered by such Lenders
            (after giving effect to any Taxes and Other Taxes that may be
            payable by the Borrower pursuant to Section 2.13). If two or more
            Lenders have offered the same interest rate, the amount to be
            borrowed at such interest rate will be allocated among such Lenders
            in proportion to the amount that each such Lender offered at such
            interest rate.

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

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

            (vi) If such Borrower notifies the Agent or the Sub-Agent, as the
      case may be, that it accepts one or more of the offers made by any Lender
      or Lenders pursuant to paragraph (iii)(y) above, such notice of acceptance
      shall be irrevocable and binding on such Borrower. Such Borrower shall
      indemnify each Lender against any loss, cost or expense reasonably
      incurred by such Lender as a result of any failure to fulfill on or before
      the date specified in the related Notice of Competitive Bid Borrowing for
      such Competitive Bid Borrowing the applicable conditions set forth in
      Article III, including, without limitation, any loss (including loss of
      anticipated profits), cost or expense incurred by reason of the
      liquidation or reemployment of deposits or other funds acquired by such
      Lender to fund the Competitive Bid Advance to

                                       16
<PAGE>

      be made by such Lender as part of such Competitive Bid Borrowing when such
      Competitive Bid Advance, as a result of such failure, is not made on such
      date.

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

            (c) Within the limits and on the conditions set forth in this
Section 2.03, any Borrower may from time to time borrow under this Section 2.03,
repay or prepay pursuant to subsection (d) below, and reborrow under this
Section 2.03, provided that a Competitive Bid Borrowing by such Borrower shall
not be made within three Business Days of the date of any other Competitive Bid
Borrowing by such Borrower.

            (d) Any Borrower making a Competitive Bid Borrowing shall repay to
the Agent for the account of each Lender that has made a Competitive Bid
Advance, on the maturity date of each Competitive Bid Advance (such maturity
date being that specified by such Borrower for repayment of such Competitive Bid
Advance in the related Notice of Competitive Bid Borrowing delivered pursuant to
subsection (a)(i) above and provided in the Competitive Bid Note evidencing such
Competitive Bid Advance), the then unpaid principal amount of such Competitive
Bid Advance. Such Borrower shall have no right to prepay any principal amount of
any Competitive Bid Advance unless, and then only on the terms, specified by
such Borrower for such Competitive Bid Advance in the related Notice of
Competitive Bid Borrowing delivered pursuant to subsection (a)(i) above and set
forth in the Competitive Bid Note evidencing such Competitive Bid Advance.

            (e) Any Borrower making a Competitive Bid Borrowing shall pay
interest on the unpaid principal amount of each Competitive Bid Advance from the
date of such Competitive Bid Advance to the date the principal amount of such
Competitive Bid Advance is repaid in full, at the rate of interest for such
Competitive Bid Advance specified by the Lender making such Competitive Bid
Advance in its notice with respect thereto delivered pursuant to subsection
(a)(ii) above, payable on the interest payment date or dates specified by such
Borrower for such Competitive Bid Advance in the related Notice of Competitive
Bid Borrowing delivered pursuant to subsection (a)(i) above, as provided in the
Competitive Bid Note evidencing such Competitive Bid Advance. Upon the
occurrence and during the continuance of an Event of Default under Section
6.01(a), such Borrower shall pay interest on the amount of unpaid principal of
and interest on each Competitive Bid Advance owing to a Lender, payable in
arrears on the date or dates interest is payable thereon, at a rate per annum
equal at all times to 1.0% per annum above the rate per annum required to be
paid on such Competitive Bid Advance under the terms of the Competitive Bid Note
evidencing such Competitive Bid Advance unless otherwise agreed in such
Competitive Bid Note.

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

            (g) Upon delivery of each Notice of Competitive Bid Borrowing, the
Borrower shall pay a non-refundable fee of $3,500 to the Agent for its own
account.

            SECTION 2.04. Fees. (a) Facility Fee. The Borrowers jointly and
severally agree to pay to the Agent for the account of each Lender a facility
fee on the aggregate amount of such Lender's Commitment from the Effective Date
in the case of each Initial Lender and from the effective date specified in the
Assumption Agreement or in the Assignment and Acceptance pursuant to which it
became a Lender in the case of each other Lender until the Termination Date at a
rate per annum equal to the Applicable Percentage in effect from time to time,
payable in arrears quarterly on the last day of each March, June, September and
December, commencing December 31, 2003, and on the Termination Date.

                                       17
<PAGE>

            (b) Agent's Fees. The Borrowers jointly and severally shall pay to
the Agent for its own account such fees as may from time to time be agreed
between the Borrowers and the Agent.

            SECTION 2.05. Optional Termination or Reduction of the Commitments.
The Borrowers shall have the right, upon at least three Business Days' notice to
the Agent, which notice shall be irrevocable, to terminate in whole or
permanently reduce ratably in part the unused portions of the respective
Commitments of the Lenders, provided that each partial reduction shall be in the
aggregate amount of $10,000,000 or an integral multiple of $1,000,000 in excess
thereof and provided further that the aggregate amount of the Commitments of the
Lenders shall not be reduced to an amount that is less than the aggregate
principal amount of the Competitive Bid Advances denominated in Dollars then
outstanding plus the Equivalent in Dollars (determined as of the date of the
notice of prepayment) of the aggregate principal amount of the Competitive Bid
Advances denominated in Foreign Currencies then outstanding.

            SECTION 2.06. Repayment of Revolving Credit Advances. Each Borrower
shall repay to the Agent for the ratable account of the Lenders on the
Termination Date the aggregate principal amount of the Revolving Credit Advances
then outstanding and owing by such Borrower.

            SECTION 2.07. Interest on Revolving Credit Advances. (a) Scheduled
Interest. Each Borrower shall pay interest on the unpaid principal amount of
each Revolving Credit Advance owing by such Borrower to each Lender from the
date of such Revolving Credit Advance until such principal amount shall be paid
in full, at the following rates per annum:

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

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

            (b) Default Interest. Upon the occurrence and during the continuance
of an Event of Default under Section 6.01(a), each Borrower shall pay interest
on (i) the unpaid principal amount of each Revolving Credit Advance owing by
such Borrower to each Lender, payable in arrears on the dates referred to in
clause (a)(i) or (a)(ii) above, at a rate per annum equal at all times to 1% per
annum above the rate per annum required to be paid on such Revolving Credit
Advance pursuant to clause (a)(i) or (a)(ii) above and (ii) to the fullest
extent permitted by law, the amount of any interest, fee or other amount payable
hereunder that is not paid when due, from the date such amount shall be due
until such amount shall be paid in full, payable in arrears on the date such
amount shall be paid in full and on demand, at a rate per annum equal at all
times to 1% per annum above the rate per annum required to be paid on Base Rate
Advances pursuant to clause (a)(i) above.

            SECTION 2.08. Interest Rate Determination. (a) Each Reference Bank
agrees to furnish to the Agent timely information for the purpose of determining
each Eurocurrency Rate and each LIBO Rate. If any one or more of the Reference
Banks shall not furnish such timely information to the Agent for the purpose of
determining any such interest rate, the Agent shall determine such interest rate
on the basis of timely information furnished by the remaining Reference Banks.
The Agent shall give prompt notice to the applicable Borrower and

                                       18
<PAGE>

the Lenders of the applicable interest rate determined by the Agent for purposes
of Section 2.07(a)(i) and the rate, if any, furnished by each Reference Bank for
the purpose of determining the interest rate under Section 2.07(a)(ii).

            (b) If, with respect to any Eurocurrency Rate Advances, the Required
Lenders notify the Agent that (i) they are unable to obtain matching deposits in
the London inter-bank market at or about 11:00 A.M. (London time) on the second
Business Day before the making of a Borrowing in sufficient amounts to fund
their respective Revolving Credit Advances as a part of such Borrowing during
its Interest Period, then the Revolving Credit Advances comprising such
Borrowing shall be made as Base Rate Advances and the obligation of the Lenders
to make, or Convert Revolving Credit Advances into, Eurocurrency Rate Advances
shall be suspended until the Agent shall notify the applicable Borrower and the
Lenders that the circumstances causing such suspension no longer exist, or (ii)
the Eurocurrency Rate for any Interest Period for such Advances will not
adequately reflect the cost to such Required Lenders of making, funding or
maintaining their respective Eurocurrency Rate Advances for such Interest
Period, the Agent shall forthwith so notify the applicable Borrower and the
Lenders, whereupon (A) the applicable Borrower will, on the last day of the then
existing Interest Period therefor, (1) if such Eurocurrency Rate Advances are
denominated in Dollars, either (x) prepay such Advances or (y) Convert such
Advances into Base Rate Advances and (2) if such Eurocurrency Rate Advances are
denominated in any Committed Currency, either (x) prepay such Advances or (y)
exchange such Advances for an Equivalent amount of Dollars and Convert such
Advances into Base Rate Advances and (B) the obligation of the Lenders to make,
or to Convert Revolving Credit Advances into, Eurocurrency Rate Advances shall
be suspended until the Agent shall notify the applicable Borrower and the
Lenders that the circumstances causing such suspension no longer exist; provided
that, if the circumstances set forth in clause (ii) above are applicable, the
applicable Borrower may elect, by notice to the Agent and the Lenders, to
continue such Advances in such Committed Currency for Interest Periods of not
longer than one month, which Advances shall thereafter bear interest at a rate
per annum equal to the Applicable Margin plus, for each Lender, the cost to such
Lender (expressed as a rate per annum) of funding its Eurocurrency Rate Advances
by whatever means it reasonably determines to be appropriate. Each Lender shall
certify its cost of funds for each Interest Period to the Agent and the
Borrowers as soon as practicable (but in any event not later than ten Business
Days after the first day of such Interest Period).

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

            (d) On the date on which the aggregate unpaid principal amount of
Eurocurrency Rate Advances comprising any Borrowing shall be reduced, by payment
or prepayment or otherwise, to less than $25,000,000, such Advances shall
automatically Convert into Base Rate Advances.

            (e) Upon the occurrence and during the continuance of any Event of
Default under Section 6.01(a), (i) each Eurocurrency Rate Advance will
automatically, on the last day of the then existing Interest Period therefor,
(A) if such Eurocurrency Rate Advances are denominated in Dollars, be Converted
into Base Rate Advances and (B) if such Eurocurrency Rate Advances are
denominated in any Committed Currency, be exchanged for an Equivalent amount of
Dollars and be Converted into Base Rate Advances and (ii) the obligation of the
Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall
be suspended; provided that Borrower may elect, by notice to the Agent and the
Lenders within one Business Day of such Event of Default, to continue such
Advances in such Committed Currency, whereupon the Agent may require that each
such Eurocurrency Rate Advance shall bear interest at the Overnight Eurocurrency
Rate for a period of three Business Days and thereafter, each such Interest
Period shall have a duration of not longer than one month. "Overnight
Eurocurrency Rate" means the rate per annum applicable to an overnight period
beginning on one Business Day and ending on the next Business Day equal to the
sum of 1%, the Applicable Margin and the average, rounded upward to the nearest
whole multiple of 1/16 of 1%, if such average is not such a multiple, of the
respective rates per annum quoted by each Reference Bank to the Agent on request
as the rate at which it is offering overnight deposits in the relevant currency
in amounts comparable to such Reference Bank's Eurocurrency Rate Advances.

                                       19
<PAGE>

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

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

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

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

            SECTION 2.09. Prepayments of Revolving Credit Advances. (a)
Optional. Each Borrower may, upon notice at least two Business Days prior to the
date of such prepayment, in the case of Eurocurrency Rate Advances, and not
later than 11:00 A.M. (New York City time) on the date of such prepayment, in
the case of Base Rate Advances, to the Agent stating the proposed date and
aggregate principal amount of the prepayment, and if such notice is given such
Borrower shall, prepay the outstanding principal amount of the Revolving Credit
Advances comprising part of the same Revolving Credit Borrowing made to such
Borrower in whole or ratably in part, together with accrued interest to the date
of such prepayment on the principal amount prepaid; provided, however, that (x)
each partial prepayment shall be in an aggregate principal amount not less than
the Revolving Credit Borrowing Minimum or a Revolving Credit Borrowing Multiple
in excess thereof and (y) in the event of any such prepayment of a Eurocurrency
Rate Advance, such Borrower shall be obligated to reimburse the Lenders in
respect thereof pursuant to Section 9.04(c).

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

            (ii) Each prepayment made pursuant to this Section 2.09(b) shall be
made together with any interest accrued to the date of such prepayment on the
principal amounts prepaid and, in the case of any prepayment of a Eurocurrency
Rate Advance, a LIBO Rate Advance or a Local Rate Advance on a date other than
the last day of an Interest Period or at its maturity, any additional amounts
which the applicable Borrower shall be obligated to reimburse to the Lenders in
respect thereof pursuant to Section 9.04(c). The Agent shall give prompt notice
of any prepayment required under this Section 2.09(b) to the applicable Borrower
and the Lenders.

            SECTION 2.10. Increased Costs. (a) If, due to either (i) the
introduction of or any change in or in the interpretation of any law or
regulation or (ii) the compliance with any guideline or request from any central
bank or other governmental authority, including, without limitation, any agency
of the European Union or similar monetary or multinational authority (whether or
not having the force of law), there shall be any increase in the cost to any
Lender of agreeing to make or making, funding or maintaining Eurocurrency Rate
Advances or LIBO Rate Advances (excluding for purposes of this Section 2.10 any
such increased costs resulting from (i) Taxes or Other Taxes (as to which
Section 2.13 shall govern) and (ii) changes in the basis of taxation of overall
net income or

                                       20
<PAGE>

overall gross income by the United States or by the foreign jurisdiction or
state under the laws of which such Lender is organized or has its Applicable
Lending Office or any political subdivision thereof), then the Borrowers shall
from time to time, upon demand by such Lender (with a copy of such demand to the
Agent), pay to the Agent for the account of such Lender additional amounts
sufficient to compensate such Lender for such increased cost. In determining
such additional amounts such Lender shall act reasonably and in good faith and
use averaging and attribution methods which are reasonable. A certificate as to
the amount of such increased cost, submitted to the Borrowers and the Agent by
such Lender, shall be conclusive and binding for all purposes, absent manifest
error.

            (b) If any Lender determines that compliance with any law or
regulation or any guideline or request from any central bank or other
governmental authority (whether or not having the force of law) affects or would
affect the amount of capital required or expected to be maintained by such
Lender or any corporation controlling such Lender and that the amount of such
capital is increased by or based upon the existence of such Lender's commitment
to lend hereunder and other commitments of this type, then, upon demand by such
Lender (with a copy of such demand to the Agent), the Borrowers shall pay to the
Agent for the account of such Lender, from time to time as specified by such
Lender, additional amounts sufficient to compensate such Lender or such
corporation in the light of such circumstances, to the extent that such Lender
reasonably determines such increase in capital to be allocable to the existence
of such Lender's commitment to lend hereunder. A certificate as to such amounts
submitted to the Borrowers and the Agent by such Lender shall be conclusive and
binding for all purposes, absent manifest error.

            SECTION 2.11. Illegality. Notwithstanding any other provision of
this Agreement, if any Lender shall notify the Agent that the introduction of or
any change in or in the interpretation of any law or regulation makes it
unlawful, or any central bank or other governmental authority asserts that it is
unlawful, for any Lender or its Eurocurrency Lending Office to perform its
obligations hereunder to make Eurocurrency Rate Advances in Dollars or any
Committed Currency or LIBO Rate Advances in Dollars or any Foreign Currency or
to fund or maintain Eurocurrency Rate Advances in Dollars or any Committed
Currency or LIBO Rate Advances in Dollars or any Foreign Currency hereunder, (a)
each Eurocurrency Rate Advance or LIBO Rate Advance, as the case may be, will
automatically, upon such notice, (i) if such Eurocurrency Rate Advance or LIBO
Rate Advance is denominated in Dollars, be Converted into a Base Rate Advance or
an Advance that bears interest at the rate set forth in Section 2.07(a)(i), as
the case may be, and (ii) if such Eurocurrency Rate Advance or LIBO Rate Advance
is denominated in any Foreign Currency, be exchanged for an Equivalent amount of
Dollars and be Converted into a Base Rate Advance or an Advance that bears
interest at the rate set forth in Section 2.07(a)(i), as the case may be, and
(b) the obligation of the Lenders to make Eurocurrency Rate Advances or LIBO
Rate Advances or to Convert Revolving Credit Advances into Eurocurrency Rate
Advances shall be suspended until the Agent shall notify the Borrowers and the
Lenders that the circumstances causing such suspension no longer exist.

            SECTION 2.12. Payments and Computations. (a) The Borrowers shall
make each payment hereunder, except with respect to principal of, interest on,
and other amounts relating to, Advances denominated in a Foreign Currency,
irrespective of any right of counterclaim or set off, not later than 11:00 A.M.
(New York City time) on the day when due in Dollars to the Agent at the
applicable Agent's Account in same day funds. The Borrowers shall make each
payment hereunder with respect to principal of, interest on, and other amounts
relating to, Advances denominated in a Foreign Currency, irrespective of any
right of counterclaim or set off, not later than 11:00 A.M. (at the Payment
Office for such Foreign Currency) on the day when due in such Foreign Currency
to the Agent, by deposit of such funds to the applicable Agent's Account in same
day funds. The Agent will promptly thereafter cause to be distributed like funds
relating to the payment of principal or interest or facility fees ratably (other
than amounts payable pursuant to Section 2.03, 2.10, 2.13 or 9.04(c)) to the
Lenders for the account of their respective Applicable Lending Offices, and like
funds relating to the payment of any other amount payable to any Lender to such
Lender for the account of its Applicable Lending Office, in each case to be
applied in accordance with the terms of this Agreement. Upon any Assuming Lender
becoming a Lender hereunder as a result of an extension of the Termination Date
pursuant to Section 2.16, and upon the Agent's receipt of such Lender's
Assumption Agreement and recording of the information contained therein in the
Register, from and after the applicable Extension Date, the Agent shall make all
payments hereunder and under any Notes issued in connection therewith in respect
of the interest assumed thereby to the Assuming Lender. Upon its acceptance of
an Assignment and Acceptance and recording of the information contained therein
in the Register pursuant to Section 9.07(c), from and after the effective date
specified in such Assignment and Acceptance, the Agent shall make all payments
hereunder and under the Notes in respect of the interest assigned thereby to the
Lender assignee thereunder, and the

                                       21
<PAGE>

parties to such Assignment and Acceptance shall make all appropriate adjustments
in such payments for periods prior to such effective date directly between
themselves.

            (b) Each Borrower hereby authorizes each Lender, if and to the
extent payment owed to such Lender by such Borrower is not made when due
hereunder or under the Note held by such Lender, upon the occurrence and during
the continuance of any Default, to charge from time to time against any or all
of such Borrower's accounts with such Lender any amount so due. Each Lender
agrees promptly to notify the applicable Borrower after any such charge,
provided that the failure to give such notice shall not affect the validity of
such charge.

            (c) All computations of interest based on the Base Rate shall be
made by the Agent on the basis of a year of 365 or 366 days, as the case may be,
all computations of interest based on the Eurocurrency Rate or the Federal Funds
Rate and of fees shall be made by the Agent on the basis of a year of 360 days
and computations in respect of Competitive Bid Advances shall be made by the
Agent or the Sub-Agent, as the case may be, as specified in the applicable
Notice of Competitive Bid Borrowing (or, in each case of Advances denominated in
Foreign Currencies where market practice differs, in accordance with market
practice), in each case for the actual number of days (including the first day
but excluding the last day) occurring in the period for which such interest or
fees are payable. Each determination by the Agent of an interest rate hereunder
shall be conclusive and binding for all purposes, absent manifest error.

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

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

            (f) To the extent that the Agent receives funds for application to
the amounts owing by any Borrower under or in respect of this Agreement or any
Note in currencies other than the currency or currencies required to enable the
Agent to distribute funds to the Lenders in accordance with the terms of this
Section 2.12, the Agent shall be entitled to convert or exchange such funds into
Dollars or into a Foreign Currency or from Dollars to a Foreign Currency or from
a Foreign Currency to Dollars, as the case may be, to the extent necessary to
enable the Agent to distribute such funds in accordance with the terms of this
Section 2.12; provided that each Borrower and each of the Lenders hereby agree
that the Agent shall not be liable or responsible for any loss, cost or expense
suffered by such Borrower or such Lender as a result of any conversion or
exchange of currencies affected pursuant to this Section 2.12(f) or as a result
of the failure of the Agent to effect any such conversion or exchange; and
provided further that the Borrowers agree to indemnify the Agent and each
Lender, and hold the Agent and each Lender harmless, for any and all losses,
costs and expenses incurred by the Agent or any Lender for any conversion or
exchange of currencies (or the failure to convert or exchange any currencies) in
accordance with this Section 2.12(f) except to the extent such loss, cost or
expense is found in a final, non-appealable judgment by a court of competent
jurisdiction to have resulted from such Person's gross negligence or willful
misconduct.

            SECTION 2.13. Taxes. (a) Except as provided in Section 2.13(f), any
and all payments by the Borrowers hereunder or under the Notes shall be made, in
accordance with Section 2.12, free and clear of and without deduction for any
and all present or future taxes, levies, imposts, deductions, charges or
withholdings, and

                                       22
<PAGE>

all liabilities with respect thereto, excluding, (i) in the case of each Lender
and the Agent, taxes imposed on or measured by its overall net income, and
franchise taxes imposed on it in lieu of net income taxes, by the jurisdiction
under the laws of which such Lender or the Agent (as the case may be) is
organized or any political subdivision thereof and, (ii) in the case of each
Lender, taxes imposed on or measured by its overall net income, any branch
profits tax or similar tax imposed on it and franchise taxes imposed on it in
lieu of net income taxes, by the jurisdiction of such Lender's Applicable
Lending Office or any political subdivision thereof (all such non-excluded
taxes, levies, imposts, deductions, charges, withholdings and liabilities in
respect of payments hereunder or under the Notes being hereinafter referred to
as "Taxes"). If any Borrower shall be required by law to deduct any Taxes from
or in respect of any sum payable hereunder or under any Note to any Lender or
the Agent, (i) the sum payable shall be increased as may be necessary so that
after making all required deductions (including deductions applicable to
additional sums payable under this Section 2.13) such Lender or the Agent (as
the case may be) receives an amount equal to the sum it would have received had
no such deductions been made, (ii) such Borrower shall make such deductions and
(iii) such Borrower shall pay the full amount deducted to the relevant taxation
authority or other authority in accordance with applicable law.

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

            (c) Except as provided in Section 2.13(f), the Borrowers shall
indemnify each Lender and the Agent for and hold it harmless against the full
amount of Taxes or Other Taxes (including, without limitation, taxes of any kind
imposed by any jurisdiction on amounts payable under this Section 2.13) imposed
on or paid by such Lender or the Agent (as the case may be) and any liability
(including penalties, interest and expenses) arising therefrom or with respect
thereto. This indemnification shall be made within 30 days from the date such
Lender or the Agent (as the case may be) makes written demand therefor.

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

            (e) Each Lender organized under the laws of a jurisdiction outside
the United States, on or prior to the date of its execution and delivery of this
Agreement in the case of each Initial Lender and on the date of the Assumption
Agreement or the Assignment and Acceptance pursuant to which it becomes a Lender
in the case of each other Lender, and from time to time thereafter as requested
in writing by the Domestic Borrowers (as defined below) (but only so long as
such Lender remains lawfully able to do so), shall provide each of the Agent and
the Domestic Borrowers with two original Internal Revenue Service forms W-8BEN
or W-8ECI, as appropriate, or any successor or other form prescribed by the
Internal Revenue Service (including, without limitation, Internal Revenue
Service form W-9), certifying that such Lender is exempt from or entitled to a
reduced rate of United States withholding tax on payments to it by such Domestic
Borrower pursuant to this Agreement or the Notes. In addition to the foregoing,
each such Lender also agrees to deliver to each of the Agent and the Domestic
Borrowers two further copies of such Internal Revenue Service forms, or
successor applicable forms on or before the date that any previously delivered
form expires or becomes obsolete or after the occurrence of any event requiring
a change in the most recent form previously delivered by it to the Agent and the
Domestic Borrowers, and such extensions or renewals thereof, as may reasonably
be requested by the Agent or the Domestic Borrowers, unless in any such case an
event (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
Lender from duly completing and delivering any such form with respect to it and
such Lender so advises the Agent and the Domestic Borrowers. If the form
provided by a Lender at the time such Lender first becomes a party to this
Agreement indicates a United States interest withholding tax rate in excess of
zero, withholding tax at such rate shall be considered excluded from Taxes
unless and until such Lender provides the

                                       23
<PAGE>

appropriate forms certifying that a lesser rate applies, whereupon withholding
tax at such lesser rate only shall be considered excluded from Taxes for periods
governed by such form; provided, however, that, if at the date of the Assignment
and Acceptance pursuant to which a Lender assignee becomes a party to this
Agreement, the Lender assignor was entitled to payments under subsection (a) in
respect of United States withholding tax with respect to interest paid at such
date, then, to such extent, the term Taxes shall include (in addition to
withholding taxes that may be imposed in the future or other amounts otherwise
includable in Taxes) United States withholding tax, if any, applicable with
respect to the Lender assignee on such date. If any form or document referred to
in this subsection (e) requires the disclosure of information, other than
information necessary to compute the tax payable and information required on the
date hereof by Internal Revenue Service form W-8BEN or W-8ECI or any successor
or other form prescribed by the Internal Revenue Service (including, without
limitation, Internal Revenue Service form W-9), that the Lender reasonably
considers to be confidential, the Lender shall give notice thereof to the
Borrowers and shall not be obligated to include in such form or document such
confidential information. For purposes of this Section 2.13, a Domestic Borrower
is any Borrower, payment of interest by which, is United States source income
under Section 861 of the Internal Revenue Code.

            (f) For any period with respect to which a Lender has failed to
provide the Domestic Borrowers with the appropriate form described in Section
2.13(e) (other than if such failure is due to a change in law occurring
subsequent to the date on which a form originally was required to be provided,
or if such form otherwise is not required under subsection (e) above), such
Lender shall not be entitled to any payment or indemnification under Section
2.13(a) or (c) with respect to Taxes imposed by the United States by reason of
such failure; provided, however, that should a Lender become subject to Taxes
because of its failure to deliver a form required hereunder, the Borrowers shall
take such steps as the Lender shall reasonably request to assist the Lender to
recover such Taxes.

            (g) Any Lender claiming any additional amounts payable pursuant to
this Section 2.13 agrees to use reasonable efforts to make changes (consistent
with its internal policy and legal and regulatory restrictions), including a
change in the jurisdiction of its Eurocurrency Lending Office, if the making of
such a change would avoid the need for, or reduce the amount of, any such
additional amounts that may thereafter accrue and would not, in the reasonable
judgment of such Lender, be otherwise disadvantageous to such Lender.

            (h) In the event that an additional payment is made under this
Section 2.13(a) or (c) for the account of any Lender and such Lender, in its
reasonable judgment, determines that it has finally and irrevocably received or
been granted a credit against or release or remission for, or repayment of, any
tax paid or payable by it in respect of or calculated with reference to the
deduction or withholding giving rise to such payment, such Lender shall, to the
extent that it determines that it can do so without prejudice to the retention
of the amount of such credit, relief, remission or repayment, pay to the
Borrower or Borrowers, as the case may be, such amount as such Lender shall, in
its reasonable judgment, have determined to be attributable to such deduction or
withholding and which will leave such Lender (after such payment) in no worse
position than it would have been in if the Borrower or Borrowers, as the case
may be, had not been required to make such deduction or withholding. Nothing
herein contained shall interfere with the right of a Lender to arrange its tax
affairs in whatever manner it thinks fit nor oblige any Lender to claim any tax
credit or to disclose any information relating to its tax affairs or any
computations in respect thereof or require any Lender to do anything that would
prejudice its ability to benefit from any other credits, reliefs, remissions or
repayments to which it may be entitled.

            SECTION 2.14. Sharing of Payments, Etc. If any Lender shall obtain
any payment (whether voluntary, involuntary, through the exercise of any right
of set-off, or otherwise) on account of the Revolving Credit Advances owing to
it (other than pursuant to Section 2.10, 2.13 or 9.04(c)) in excess of its
ratable share of payments on account of the Revolving Credit Advances obtained
by all the Lenders, such Lender shall forthwith purchase from the other Lenders
such participations in the Revolving Credit Advances owing to them as shall be
necessary to cause such purchasing Lender to share the excess payment ratably
with each of them; provided, however, that if all or any portion of such excess
payment is thereafter recovered from such purchasing Lender, such purchase from
each Lender shall be rescinded and such Lender shall repay to the purchasing
Lender the purchase price to the extent of such recovery together with an amount
equal to such Lender's ratable share (according to the proportion of (i) the
amount of such Lender's required repayment to (ii) the total amount so recovered
from the purchasing Lender) of any interest or other amount paid or payable by
the purchasing Lender in respect of the total amount so recovered. The Borrowers
agree that any Lender so purchasing a participation from another Lender pursuant
to

                                       24
<PAGE>

this Section 2.14 may, to the fullest extent permitted by law, exercise all its
rights of payment (including the right of set-off) with respect to such
participation as fully as if such Lender were the direct creditor of the
Borrowers in the amount of such participation.

            SECTION 2.15. Evidence of Debt. (a) Each Lender shall maintain in
accordance with its usual practice an account or accounts evidencing the
indebtedness of each Borrower to such Lender resulting from each Revolving
Credit Advance owing to such Lender from time to time, including the amounts of
principal and interest payable and paid to such Lender from time to time
hereunder in respect of Revolving Credit Advances. Each Borrower agrees that
upon notice by any Lender to such Borrower (with a copy of such notice to the
Agent) to the effect that a Revolving Credit Note is required or appropriate in
order for such Lender to evidence (whether for purposes of pledge, enforcement
or otherwise) the Revolving Credit Advances owing to, or to be made by, such
Lender, such Borrower shall promptly execute and deliver to such Lender a
Revolving Credit Note payable to the order of such Lender in a principal amount
up to the Commitment of such Lender.

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

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

            SECTION 2.16. Use of Proceeds. The proceeds of the Advances shall be
available (and each Borrower agrees that it shall use such proceeds) solely for
general corporate purposes of such Borrower, including, without limitation,
commercial paper backstop and acquisition financing, of such Borrower and its
Subsidiaries.

            SECTION 2.17. Extension of Termination Date. (a) At least 45 days
but not more than 60 days prior to the Termination Date, the Company, by written
notice to the Agent, may request an extension of the Termination Date in effect
at such time by one calendar year from its then scheduled expiration. The Agent
shall promptly notify each Lender of such request, and each Lender shall in
turn, in its sole discretion, not more than 30 days prior to the Termination
Date (but in any event at least 20 days prior to the Termination Date), notify
the Company and the Agent in writing as to whether such Lender will consent to
such extension. If any Lender shall fail to notify the Agent and the Company in
writing of its consent to any such request for extension of the Termination Date
at least 20 days prior to the Termination Date, such Lender shall be deemed to
be a Non-Consenting Lender (as defined in (b) below) with respect to such
request. The Agent shall notify the Company not later than 10 days prior to the
Termination Date of the decision of the Lenders regarding the Company's request
for an extension of the Termination Date.

            (b) If all the Lenders consent in writing to any such request in
accordance with subsection (a) of this Section 2.17, the Termination Date in
effect at such time shall, effective as at the Termination Date (the "Extension
Date"), be extended for one year; provided that on each Extension Date, no
Default shall have occurred and be continuing, or shall occur as a consequence
thereof. If less than all of the Lenders consent in writing to any such request
in accordance with subsection (a) of this Section 2.17, the Termination Date in
effect at such time shall, effective as at the applicable Extension Date, be
extended as to those Lenders that so consented (each a "Consenting Lender")
provided that more than 50% of the Commitments is extended or otherwise
committed to by Consenting Lenders and any Assuming Lenders, but shall not be
extended as to any other Lender (each a "Non-Consenting Lender"). To the extent
that the Termination Date is not extended as to any Lender pursuant to this
Section 2.17 and the Commitment of such Lender is not assumed in accordance with
subsection (c) of this Section 2.17 on or prior to

                                       25
<PAGE>

the applicable Extension Date, the Commitment of such Non-Consenting Lender
shall automatically terminate in whole on such unextended Termination Date
without any further notice or other action by the Borrowers, such Lender or any
other Person; provided that such Non-Consenting Lender's rights under Sections
2.10, 2.13 and 9.04, and its obligations under Section 8.05, shall survive the
Termination Date for such Lender as to matters occurring prior to such date. It
is understood and agreed that no Lender shall have any obligation whatsoever to
agree to any request made by the Borrowers for any requested extension of the
Termination Date.

            (c) If less than all of the Lenders consent to any such request
pursuant to subsection (a) of this Section 2.17, the Agent shall promptly so
notify the Consenting Lenders, and each Consenting Lender may, in its sole
discretion, give written notice to the Agent not later than 10 days prior to the
Termination Date of the amount of the Non-Consenting Lenders' Commitments for
which it is willing to accept an assignment. If the Consenting Lenders notify
the Agent that they are willing to accept assignments of Commitments in an
aggregate amount that exceeds the amount of the Commitments of the
Non-Consenting Lenders, such Commitments shall be allocated among the Consenting
Lenders willing to accept such assignments in such amounts as are agreed between
the Borrowers and the Agent. If after giving effect to the assignments of
Commitments described above there remains any Commitments of Non-Consenting
Lenders, the Borrowers may arrange for one or more Consenting Lenders or other
Eligible Assignees, to assume, effective as of the Extension Date, any
Non-Consenting Lender's Commitment and all of the obligations of such
Non-Consenting Lender under this Agreement thereafter arising, without recourse
to or warranty by, or expense to, such Non-Consenting Lender (each such
Consenting Lender or Eligible Assignee being an "Assuming Lender"); provided,
however, that the amount of the Commitment of any such Assuming Lender as a
result of such substitution shall in no event be less than $25,000,000 unless
the amount of the Commitment of such Non-Consenting Lender is less than
$25,000,000, in which case such Assuming Lender shall assume all of such lesser
amount; and provided further that:

            (i) an assumption agreement from each Assuming Lender, if any, in
      form and substance satisfactory to the Company and the Agent (each an
      "Assumption Agreement") shall have been duly executed and delivered to the
      Company and the Agent at least three Business Days prior to any Extension
      Date by such Assuming Lender, the applicable Non-Consenting Lender, the
      Agent and the Borrowers;

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

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

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

provided further that such Non-Consenting Lender's rights under Sections 2.10,
2.13 and 9.04, and its obligations under Section 8.05, shall survive such
substitution as to matters occurring prior to the date of substitution. At least
three Business Days prior to any Extension Date, (A) any such Consenting Lender
shall have delivered confirmation in writing satisfactory to the Borrowers and
the Agent as to the increase in the amount of its Commitment and (B) each
Non-Consenting Lender being replaced pursuant to this Section 2.16 shall have
delivered to the Agent any Note or Notes held by such Non-Consenting Lender.
Upon the payment or prepayment of all amounts referred to in clauses (ii), (iii)
and (iv) of the second proviso to the third sentence in this subsection (c),
each such Consenting Lender or Assuming Lender, as of the Extension Date, will
be substituted for such Non-Consenting Lender under this Agreement and shall be
a Lender for all purposes of this Agreement, without any further acknowledgment
by or the consent of the other Lenders, and the obligations of each such
Non-Consenting Lender hereunder shall, by the provisions hereof, be released and
discharged.

                                       26
<PAGE>

            (d) If Lenders (after giving effect to any assignments pursuant to
subsection (c) of this Section 2.17) having Commitments equal to at least 50% of
the Commitments in effect immediately prior to the Extension Date consent in
writing to a requested extension (whether by execution or delivery of an
Assumption Agreement or otherwise), not later than one Business Day prior to
such Extension Date, the Agent shall so notify the Borrowers, and, so long as no
Default shall have occurred and be continuing as of such Extension Date, or
shall occur as a consequence thereof, the Termination Date then in effect shall
be extended for the additional one year period as described in subsection (a) of
this Section 2.17, and all references in this Agreement, and in the Notes, if
any, to the "Termination Date" shall, with respect to each Consenting Lender and
each Assuming Lender for such Extension Date, refer to the Termination Date as
so extended. Promptly following each Extension Date, the Agent shall notify the
Lenders (including, without limitation, each Assuming Lender) of the extension
of the scheduled Termination Date in effect immediately prior thereto and shall
thereupon record in the Register the relevant information with respect to each
such Consenting Lender and each such Assuming Lender.

                                   ARTICLE III

                     CONDITIONS TO EFFECTIVENESS AND LENDING

            SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01
and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and
as of the first date (the "Effective Date") on which the following conditions
precedent have been satisfied:

            (a) There shall have occurred no Material Adverse Change since
      December 31, 2002.

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

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

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

            (e) The Company shall have paid (i) to the Agent for the account of
      each Lender the upfront fees as agreed prior to the Effective Date by the
      Company and the Lenders and (ii) all accrued fees and expenses of the
      Agent (including the billed fees and expenses of counsel to the Agent).

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

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

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

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

                                       27
<PAGE>

                  (i) The Revolving Credit Notes to the order of the Lenders to
            the extent requested by any Lender pursuant to Section 2.15.

                  (ii) Certified copies of the resolutions of the Board of
            Directors of each of the Borrowers approving this Agreement and the
            Notes, and of all documents evidencing other necessary corporate
            action and governmental approvals, if any, with respect to this
            Agreement and the Notes.

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

                  (iv) A favorable opinion of Morgan, Lewis & Bockius LLP,
            counsel for the Borrowers, substantially in the form of Exhibit D-1
            hereto and as to such other matters as any Lender through the Agent
            may reasonably request.

                  (v) A favorable opinion of Robert A. Lonergan, General Counsel
            of the Company, substantially in the form of Exhibit D-2 hereto and
            as to such other matters as any Lender through the Agent may
            reasonably request.

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

            (h) The Company shall have terminated all outstanding commitments of
      lenders and paid in full all outstanding debt under the 5-Year Credit
      Agreement dated as of May 6, 1999 among the Company, the lenders parties
      thereto and Citibank, as administrative agent. By execution of this
      Agreement, each of the Lenders that is a lender under such credit
      agreement hereby waives any requirement set forth in such credit agreement
      of prior notice to the termination of its commitment thereunder.

            SECTION 3.02. Condition Precedent to Initial Advances to the
Designated Subsidiaries. The obligation of each Lender to make an Advance to any
Designated Subsidiary following the designation of such Designated Subsidiary as
a Borrower hereunder pursuant to Section 9.08 is subject to the Agent's receipt
on or before the date of such initial Advance of each of the following, in form
and substance satisfactory to the Agent and dated such date, and (except for the
Revolving Credit Notes, if any) in sufficient copies for each Lender:

            (a) The Revolving Credit Notes of such Designated Subsidiary,
      payable to the order of the Lenders to the extent requested by any Lender
      pursuant to Section 2.15.

            (b) Certified copies of the resolutions of the Board of Directors of
      such Designated Subsidiary approving this Agreement and the Notes of such
      Designated Subsidiary, if any, and of all documents evidencing other
      necessary corporate action and governmental approvals, if any, with
      respect to this Agreement and such Notes, if any.

            (c) A certificate of the Secretary or an Assistant Secretary of such
      Designated Subsidiary certifying the names and true signatures of the
      officers of such Designated Subsidiary authorized to sign this Agreement
      and the Notes, if any, of such Designated Subsidiary and the other
      documents to be delivered hereunder.

            (d) A favorable opinion of legal counsel, reasonably acceptable to
      the Agent, to such Designated Subsidiary, substantially in the form of
      Exhibits D-1 and D-2 hereto and as to such other matters as any Lender
      through the Agent may reasonably request.

            (e) The Designation Letter of such Designated Subsidiary,
      substantially in the form of Exhibit F hereto.

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<PAGE>

            SECTION 3.03. Conditions Precedent to Each Revolving Credit
Borrowing and Extension Date. The obligation of each Lender to make a Revolving
Credit Advance on the occasion of each Revolving Credit Borrowing and each
extension of Commitments pursuant to Section 2.17 shall be subject to the
conditions precedent that the Effective Date shall have occurred and on the date
of such Revolving Credit Borrowing or the applicable Extension Date (a) the
following statements shall be true (and each of the giving of the applicable
Notice of Revolving Credit Borrowing or request for Commitment Extension and the
acceptance by the applicable Borrower of the proceeds of such Revolving Credit
Borrowing shall constitute a representation and warranty by such Borrower that
on the date of such Borrowing or such Extension Date such statements are true):

            (i) the representations and warranties contained in Section 4.01
      made by such Borrower (except, in the case of any Revolving Credit
      Borrowing, the representations set forth in subsection (f)(i), subsection
      (i) and in the last sentence of subsection (e) thereof) are correct on and
      as of the date of such Revolving Credit Borrowing, before and after giving
      effect to such Revolving Credit Borrowing and to the application of the
      proceeds therefrom, as though made on and as of such date, and

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

and (b) the Agent shall have received such other approvals, opinions or
documents as any Lender through the Agent may reasonably request.

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

            (a) the representations and warranties contained in Section 4.01 are
      correct on and as of the date of such Competitive Bid Borrowing made by
      such Borrower, before and after giving effect to such Competitive Bid
      Borrowing and to the application of the proceeds therefrom, as though made
      on and as of such date,

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

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

            SECTION 3.05. Determinations Under Section 3.01. For purposes of
determining compliance with the conditions specified in Section 3.01, each
Lender shall be deemed to have consented to, approved or accepted or to be
satisfied with each document or other matter required thereunder to be consented
to or approved by or acceptable or satisfactory to the Lenders unless an officer
of the Agent responsible for the transactions contemplated by this Agreement
shall have received notice from such Lender prior to the date that such
Borrower,

                                       29
<PAGE>

by notice to the Lenders, designates as the proposed Effective Date, specifying
its objection thereto. The Agent shall promptly notify the Lenders of the
occurrence of the Effective Date.

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

            SECTION 4.01. Representations and Warranties of the Borrowers. Each
Borrower represents and warrants as follows:

            (a) Such Borrower is a corporation duly organized, validly existing
      and in good standing under the laws of the jurisdiction of its
      incorporation.

            (b) The execution, delivery and performance by such Borrower of this
      Agreement and the Notes to be delivered by it, and the consummation of the
      transactions contemplated hereby, are within such Borrower's corporate
      powers, have been duly authorized by all necessary corporate action, and
      do not contravene (i) such Borrower's charter or by-laws or (ii) law or
      any contractual restriction binding on or affecting such Borrower.

            (c) No authorization or approval or other action by, and no notice
      to or filing with, any governmental authority or regulatory body or any
      other third party is required for the due execution, delivery and
      performance by such Borrower of this Agreement or the Notes to be
      delivered by it, except for those authorizations, approvals, actions,
      notices and filings listed on Schedule 4.01(c) hereto, all of which have
      been duly obtained, taken, given or made and are in full force and effect.

            (d) This Agreement has been, and each of the Notes to be delivered
      by it when delivered hereunder will have been, duly executed and delivered
      by such Borrower. This Agreement is, and each of the Notes when delivered
      hereunder will be, the legal, valid and binding obligation of such
      Borrower enforceable against such Borrower in accordance with their
      respective terms.

            (e) The Consolidated balance sheet of the Company and its
      Subsidiaries as at December 31, 2002, and the related Consolidated
      statements of income and cash flows of the Company and its Subsidiaries
      for the fiscal year then ended, accompanied by an opinion of
      PricewaterhouseCoopers LLP, independent public accountants, and the
      Consolidated balance sheet of the Borrower and its Subsidiaries as at June
      30, 2003, and the related Consolidated statements of income and cash flows
      of the Company and its Subsidiaries for the six months then ended, duly
      certified by the chief financial officer of the Company, copies of which
      have been furnished to each Lender, fairly present in all material
      respects, subject, in the case of said balance sheet as at June 30, 2003,
      and said statements of income and cash flows for the six months then
      ended, to year-end audit adjustments, the Consolidated financial condition
      of the Company and its Subsidiaries as at such dates and the Consolidated
      results of the operations of the Company and its Subsidiaries for the
      periods ended on such dates, all in accordance with generally accepted
      accounting principles consistently applied. Since December 31, 2002, there
      has been no Material Adverse Change.

            (f) There is no pending or threatened action, suit, investigation,
      litigation or proceeding, including, without limitation, any Environmental
      Action, affecting such Borrower or any of its Subsidiaries before any
      court, governmental agency or arbitrator that (i) during the term of this
      Agreement, would be reasonably likely to have a Material Adverse Effect or
      (ii) purports to affect the legality, validity or enforceability of this
      Agreement or any Note or the consummation of the transactions contemplated
      hereby.

            (g) Such Borrower is not engaged in the business of extending credit
      for the purpose of purchasing or carrying margin stock (within the meaning
      of Regulation U issued by the Board of Governors of the Federal Reserve
      System), and no proceeds of any Advance will be used to purchase or carry
      any margin stock in violation of Regulation U or to extend credit to
      others for the purpose of purchasing or carrying any margin stock.

                                       30
<PAGE>

            (h) Neither such Borrower nor any of its Subsidiaries is an
      "investment company", or a company "controlled" by an "investment
      company", within the meaning of the Investment Company Act of 1940, as
      amended.

            (i) The operations and properties of such Borrower and each of its
      Subsidiaries comply in all material respects with all applicable
      Environmental Laws and Environmental Permits, except to the extent any
      noncompliance would not individually, or in the aggregate when combined
      with any other such noncompliance, have a Material Adverse Effect. None of
      the properties currently owned or operated by such Borrower or any of its
      Subsidiaries is listed or, to the knowledge of the Company, is proposed
      for listing, on the National Priorities List under the Comprehensive
      Environmental Response, Compensation and Liability Act of 1980 ("NPL") or
      on the Comprehensive Environmental Response, Compensation and Liability
      Information System maintained by the U.S. Environmental Protection Agency
      ("CERCLIS") or any analogous foreign or state list or, to the best
      knowledge of such Borrower, is adjacent to any such property (other than
      the Borrower's Bristol, Pennsylvania facility, which is adjacent to such a
      property); and, to the knowledge of such Borrower, Hazardous Materials
      have not been released, discharged or disposed of on any property
      currently or formerly owned or operated by such Borrower or any of its
      Subsidiaries or, to the best of its knowledge, any adjoining property,
      which release, discharge or disposal could reasonably be expected to have,
      during the term of this Agreement, a material adverse effect (i) on the
      Consolidated financial position or Consolidated cash flows of the Company
      over an extended period of time (it being understood that there could be a
      material adverse effect on the Consolidated results of operations in any
      given year because of the Company's obligation to record the full
      projected cost of an environmental remediation project when such costs are
      probable and reasonably estimable), (ii) on the rights and remedies of the
      Agent or any Lender under this Agreement or any Note or (iii) on the
      ability of any Borrower to perform its obligations under this Agreement or
      any Note.

            (j) The Company is, individually and together with its Subsidiaries,
      Solvent. "Solvent" means, with respect to any Person on a particular date,
      that on such date (i) the fair value of the property of such Person is
      greater than the total amount of liabilities, including, without
      limitation, contingent liabilities, of such Person, (ii) the present fair
      salable value of the assets of such Person is not less than the amount
      that will be required to pay the probable liability of such Person on its
      debts as they become absolute and matured, (iii) such Person does not
      intend to, and does not believe that it will, incur debts or liabilities
      beyond such Person's ability to pay such debts and liabilities as they
      mature and (iv) such Person is not engaged in business or a transaction,
      and is not about to engage in business or a transaction, for which such
      Person's property would constitute an unreasonably small capital. The
      amount of contingent liabilities at any time shall be computed as the
      amount that, in the light of all the facts and circumstances existing at
      such time, represents the amount that can reasonably be expected to become
      an actual or matured liability.

                                    ARTICLE V

                           COVENANTS OF THE BORROWERS

            SECTION 5.01. Affirmative Covenants. So long as any Advance shall
remain unpaid or any Lender shall have any Commitment hereunder, each Borrower
will:

            (a) Compliance with Laws, Etc. Comply, and cause each of its
      Subsidiaries to comply with all applicable laws, rules, regulations and
      orders (such compliance to include, without limitation, compliance with
      ERISA and Environmental Laws) except to the extent any noncompliance would
      not be reasonably likely to individually, or in the aggregate when
      combined with any other such noncompliance, have a Material Adverse
      Effect.

            (b) Payment of Taxes, Etc. Pay and discharge, and cause each of its
      Subsidiaries to pay and discharge, before the same shall become
      delinquent, (i) all taxes, assessments and governmental charges or

                                       31
<PAGE>

      levies imposed upon it or upon its property and (ii) all lawful claims
      that, if unpaid, might by law become a Lien upon its property; provided,
      however, that none of the Borrowers or any of their respective
      Subsidiaries shall be required to pay or discharge any such tax,
      assessment, charge or claim that is being contested in good faith and by
      proper proceedings and as to which appropriate reserves are being
      maintained, unless and until any Lien resulting therefrom attaches to its
      property and becomes enforceable against its other creditors.

            (c) Maintenance of Insurance. Maintain, and cause each of its
      Subsidiaries to maintain, insurance with responsible and reputable
      insurance companies or associations in such amounts and covering such
      risks as is usually carried by companies engaged in similar businesses and
      owning similar properties in the same general areas in which such Borrower
      or such Subsidiary operates.

            (d) Preservation of Corporate Existence, Etc. Preserve and maintain,
      and cause each of its Subsidiaries to preserve and maintain, its corporate
      existence, rights (charter and statutory) and franchises; provided,
      however, that none of the Borrowers or any of their respective
      Subsidiaries shall be required to preserve any right or franchise
      terminated as the result of any merger or consolidation permitted under
      Section 5.02(b) and provided further that none of the Borrowers or any of
      their respective Subsidiaries shall be required to preserve any right or
      franchise if the Board of Directors of such Borrower or such Subsidiary
      shall determine that the preservation thereof is no longer desirable in
      the conduct of the business of such Borrower or such Subsidiary, as the
      case may be, and that the loss thereof is not disadvantageous in any
      material respect to such Borrower, such Subsidiary or the Lenders.

            (e) Visitation Rights. At any reasonable time during normal business
      hours and from time to time, permit the Agent or any of the Lenders or any
      agents or representatives thereof, to examine the records and books of
      account of, and visit the properties of, the Company and to discuss the
      affairs, finances and accounts of the Company and any of the Designated
      Subsidiaries with any of the Company's officers and with its independent
      certified public accountants.

            (f) Keeping of Books. Keep, and, except in the case of any Foreign
      Subsidiary of the Company, cause each of their respective Subsidiaries to
      keep, proper books of record and account, in which full and correct
      entries in all material respects shall be made of all financial
      transactions and the assets and business of such Borrower and each such
      Subsidiary in accordance with generally accepted accounting principles in
      effect from time to time; provided however, that in the case of any
      Foreign Subsidiary if such Foreign Subsidiary is a Consolidated Subsidiary
      of the Company, the Company shall make all adjustments to the financial
      records of such Foreign Subsidiary necessary or appropriate to consolidate
      the accounts of such Foreign Subsidiary with the accounts of the Company
      in accordance with generally accepted accounting principles.

            (g) Maintenance of Properties, Etc. Maintain and preserve, and cause
      each of its Subsidiaries to maintain and preserve, all of its properties
      that are used or useful in the conduct of its business in good working
      order and condition, ordinary wear and tear excepted.

            (h) Transactions with Affiliates. Conduct, and cause each of its
      Subsidiaries to conduct, all transactions otherwise permitted under this
      Agreement with any of their Affiliates on terms that are fair and
      reasonable and no less favorable to the Company than the Company would
      obtain in a comparable arm's-length transaction with a Person not an
      Affiliate, other than those transactions between the Company and
      Subsidiaries or among the Company's Subsidiaries which, in any case, could
      not be reasonably expected to have a Material Adverse Effect.

            (i) Reporting Requirements. Furnish to the Lenders:

                  (i) in the case of the Company, as soon as available and in
            any event within 45 days after the end of each of the first three
            quarters of each fiscal year of the Company, the Consolidated
            balance sheet of the Company and its Subsidiaries as of the end of
            such quarter and

                                       32
<PAGE>

            Consolidated statements of income and cash flows of the Company and
            its Subsidiaries for the period commencing at the end of the
            previous fiscal year and ending with the end of such quarter, duly
            certified (subject to year-end audit adjustments) by the chief
            financial officer of the Company as having been prepared in
            accordance with generally accepted accounting principles and
            certificates of the chief financial officer of the Company as to
            compliance with the terms of this Agreement and setting forth in
            reasonable detail the calculations necessary to demonstrate
            compliance with Section 5.03, provided that in the event of any
            change in GAAP used in the preparation of such financial statements,
            the Company shall also provide, if necessary for the determination
            of compliance with Section 5.03, a statement of reconciliation
            conforming such financial statements to GAAP;

                  (ii) in the case of the Company, as soon as available and in
            any event within 90 days after the end of each fiscal year of the
            Company, a copy of the annual audit report for such year for the
            Company and its Subsidiaries, containing the Consolidated balance
            sheet of the Company and its Subsidiaries as of the end of such
            fiscal year and Consolidated statements of income and cash flows of
            the Company and its Subsidiaries for such fiscal year, in each case
            accompanied by an opinion acceptable to the Required Lenders by
            PriceWaterhouseCoopers LLP or other independent public accountants
            acceptable to the Required Lenders, provided that in the event of
            any change in GAAP used in the preparation of such financial
            statements, the Company shall also provide, if necessary for the
            determination of compliance with Section 5.03, a statement of
            reconciliation conforming such financial statements to GAAP;

                  (iii) as soon as possible and in any event within five days
            after the occurrence of each Default continuing on the date of such
            statement, a statement of the chief financial officer of such
            Borrower setting forth details of such Default and the action that
            such Borrower has taken and proposes to take with respect thereto;

                  (iv) in the case of the Company, promptly after the sending or
            filing thereof, copies of all reports that the Company sends to its
            securityholders in a general distribution, and copies of all reports
            and registration statements that the Company or any of its
            Subsidiaries files with the Securities and Exchange Commission or
            any national securities exchange;

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

                  (vi) such other information respecting such Borrower or any of
            its Subsidiaries as any Lender through the Agent may from time to
            time reasonably request; and

                  (vii) promptly after the assertion or occurrence thereof,
            notice of any Environmental Action against or of any noncompliance
            by such Borrower or any of its Subsidiaries with any Environmental
            Law or Environmental Permit that could reasonably be expected to
            have a Material Adverse Effect.

            SECTION 5.02. Negative Covenants. So long as any Advance shall
remain unpaid or any Lender shall have any Commitment hereunder, none of the
Borrowers will:

            (a) Liens, Etc. Create or suffer to exist, or permit any of their
      respective Subsidiaries to create or suffer to exist, any Lien on or with
      respect to any of its properties (other than any property consisting of
      margin stock (within the meaning of Regulation U issued by the Board of
      Governors of the Federal Reserve System) for so long as such property
      constitutes margin stock), whether now owned or hereafter acquired, or
      assign, or permit any of its Subsidiaries to assign, any right to receive
      income, other than:

                                       33
<PAGE>

                  (i) Permitted Liens,

                  (ii) purchase money Liens upon or in any real property or
            equipment acquired or held by such Borrower or any Subsidiary in the
            ordinary course of business to secure the purchase price of such
            property or equipment or to secure Debt incurred solely for the
            purpose of financing the acquisition of such property or equipment,
            or Liens existing on such property or equipment at the time of its
            acquisition (other than any such Liens created in contemplation of
            such acquisition that were not incurred to finance the acquisition
            of such property) or extensions, renewals or replacements of any of
            the foregoing for the same or a lesser amount, provided, however,
            that no such Lien shall extend to or cover any properties of any
            character other than the real property or equipment being acquired,
            and no such extension, renewal or replacement shall extend to or
            cover any properties not theretofore subject to the Lien being
            extended, renewed or replaced,

                  (iii) the Liens existing on the Effective Date and described
            on Schedule 5.02(a) hereto,

                  (iv) Liens on property of a Person (including, without
            limitation, Morton) existing at the time such Person is merged into
            or consolidated with such Borrower or any Subsidiary of such
            Borrower or becomes a Subsidiary of such Borrower; provided that
            such Liens were not created in contemplation of such merger,
            consolidation or acquisition and do not extend to any assets other
            than those of the Person so merged into or consolidated with such
            Borrower or such Subsidiary or acquired by such Borrower or such
            Subsidiary,

                  (v) Liens on accounts receivable (and in property securing or
            otherwise supporting such accounts receivable together with proceeds
            thereof) of such Borrower and its Subsidiaries in connection with a
            Receivables Securitization,

                  (vi) other Liens securing Debt in an aggregate principal
            amount not to exceed 5% of the Company's Consolidated Net Worth, and

                  (vii) the replacement, extension or renewal of any Lien
            permitted by clause (iii) or (iv) above upon or in the same property
            theretofore subject thereto or the replacement, extension or renewal
            (without increase in the amount or change in any direct or
            contingent obligor) of the Debt secured thereby.

            (b) Mergers, Sale of Assets, Etc. Merge or consolidate with or into,
      or convey, transfer, lease or otherwise dispose of (whether in one
      transaction or in a series of transactions) all or substantially all of
      its assets (whether now owned or hereafter acquired) to, any Person, or
      permit any of its Subsidiaries to do so, except (i) any Subsidiary of the
      Company may merge or consolidate with or into or, subject to Section
      5.01(h), transfer assets to any other such Subsidiary or the Company, (ii)
      subject to Section 5.01(h), the Company may transfer assets to any
      Consolidated Subsidiary of the Company and (iii) the Company or any
      Subsidiary of the Company may merge or consolidate with or into any other
      Person if the Company or such Subsidiary is the surviving corporation,
      provided, in each case, that no Default shall have occurred and be
      continuing at the time of such proposed transaction or would result
      therefrom.

            (c) Accounting Changes. In the case of the Company and its
      Consolidated Subsidiaries, make or permit, or permit any of its
      Consolidated Subsidiaries to make or permit, any change in accounting
      policies or reporting practices, except as required or permitted by
      generally accepted accounting principles.

            (d) Change in Nature of Business. Make, or permit any of its
      Consolidated Subsidiaries to make, any material change in the nature of
      the business of the Company and its Consolidated Subsidiaries, taken as a
      whole, as carried on at the date hereof.

                                       34
<PAGE>

            SECTION 5.03. Financial Covenant. So long as any Advance shall
remain unpaid or any Lender shall have any Commitment hereunder, the Company
will maintain at the end of each of its fiscal quarters an Interest Coverage
Ratio of at least 3.5:1.0.

                                   ARTICLE VI

                                EVENTS OF DEFAULT

            SECTION 6.01. Events of Default. If any of the following events
("Events of Default") shall occur and be continuing:

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

            (b) Any representation or warranty made by any Borrower (or any of
      its officers) in this Agreement or in any document or certificate required
      to be delivered pursuant to this Agreement shall prove to have been
      incorrect in any material respect when made; or

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

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

            (e) Any Borrower or any of the Company's Consolidated Subsidiaries
      shall generally not pay its debts as such debts become due, or shall admit
      in writing its inability to pay its debts generally, or shall make a
      general assignment for the benefit of creditors; or any proceeding shall
      be instituted by or against any Borrower or any of the Company's
      Consolidated Subsidiaries seeking to adjudicate it a bankrupt or
      insolvent, or seeking liquidation, winding up, reorganization,
      arrangement, adjustment, protection, relief, or composition of it or its
      debts under any law relating to bankruptcy, insolvency or reorganization
      or relief of debtors, or seeking the entry of an order for relief or the
      appointment of a receiver, trustee, custodian or other similar official
      for it or for any substantial part of its property and, in the case of any
      such proceeding instituted against it (but not instituted by it), either
      such proceeding shall remain undismissed or unstayed for a period of 30
      days, or any of the actions sought in such proceeding (including, without
      limitation, the entry of an order for relief against, or the appointment
      of a receiver, trustee, custodian or other similar official for, it or for
      any substantial part of its property) shall occur; or any Borrower or any
      of the Company's Consolidated Subsidiaries shall take any corporate action
      to authorize any of the actions set forth above in this subsection (e); or

                                       35
<PAGE>

            (f) Any one or more judgments or orders for the payment of money in
      excess of $50,000,000 in the aggregate shall be rendered against any
      Borrower or any of its Subsidiaries and either (i) enforcement proceedings
      shall have been commenced by any creditor upon such judgment or order or
      (ii) there shall be any period of 10 consecutive days during which a stay
      of enforcement of such judgment or order, by reason of a pending appeal or
      otherwise, shall not be in effect; or

            (g) (i) Any Person or two or more Persons acting in concert (other
      than the Haas Family) shall, after the date hereof, have acquired
      beneficial ownership (within the meaning of Rule 13d-3 of the Securities
      and Exchange Commission under the Securities Exchange Act of 1934),
      directly or indirectly, of Voting Stock of the Company (or other
      securities convertible into such Voting Stock) representing 20% or more of
      the combined voting power of all Voting Stock of the Company; or (ii)
      during any period of up to 24 consecutive months, commencing before or
      after the date of this Agreement, individuals who at the beginning of such
      24-month period were directors of the Company shall cease for any reason
      (other than due to death or disability) to constitute a majority of the
      board of directors of the Company (except to the extent that individuals
      who at the beginning of such 24-month period were replaced by one or more
      individuals (x) elected by 66-2/3% of the remaining members of the board
      of directors of the Borrower or (y) nominated for election by a majority
      of the remaining members of the board of directors of the Borrower and
      thereafter elected as directors by the shareholders of the Borrower); or
      (iii) any Person or two or more Persons acting in concert shall have
      acquired by contract or otherwise, or shall have entered into a contract
      or arrangement that, upon consummation, will result in its or their
      acquisition of the power to exercise, directly or indirectly, a
      controlling influence over the management or policies of the Company; or
      (iv) the Company shall cease to own, beneficially and of record, 100% of
      the outstanding capital stock of any Borrower; or

            (h) Any Borrower or any of its ERISA Affiliates shall incur, or
      shall be reasonably likely to incur liability in excess of $50,000,000 in
      the aggregate as a result of one or more of the following: (i) the
      occurrence of any ERISA Event; (ii) the partial or complete withdrawal of
      any Borrower or any of its ERISA Affiliates from a Multiemployer Plan; or
      (iii) the reorganization or termination of a Multiemployer Plan; or

            (i) Any provision of this Agreement shall for any reason cease to be
      valid and binding on or enforceable against the Company or any Borrower,
      or the Company or any Borrower shall so state in writing;

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

                                   ARTICLE VII

                                    GUARANTY

            SECTION 7.01. Guaranty; Limitation of Liability. The Company hereby
absolutely, unconditionally and irrevocably guarantees the punctual payment when
due, whether at scheduled maturity or on any date of a required prepayment or by
acceleration, demand or otherwise, of all obligations of each other Borrower now
or hereafter existing under or in respect of this Agreement and the Notes
(including, without

                                       36
<PAGE>

limitation, any extensions, modifications, substitutions, amendments or renewals
of any or all of the foregoing obligations), whether direct or indirect,
absolute or contingent, and whether for principal, interest, premiums, fees,
indemnities, contract causes of action, costs, expenses or otherwise (such
obligations being the "Guaranteed Obligations"), and agrees to pay any and all
expenses (including, without limitation, fees and expenses of counsel) incurred
by the Agent or any Lender in enforcing any rights under this Agreement or the
Notes. Without limiting the generality of the foregoing, the Company's liability
shall extend to all amounts that constitute part of the Guaranteed Obligations
and would be owed by any other Borrower to any Lender under or in respect of
this Agreement and the Notes but for the fact that they are unenforceable or not
allowable due to the existence of a bankruptcy, reorganization or similar
proceeding involving such other Borrower.

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

            (a) any lack of validity or enforceability of this Agreement or any
      Note or any agreement or instrument relating thereto;

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

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

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

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

            (f) the failure of any other Person to execute or deliver this
      Guaranty or any other guaranty or agreement or the release or reduction of
      liability of the Company or other guarantor or surety with respect to the
      Guaranteed Obligations;

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

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

                                       37
<PAGE>

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

            SECTION 7.03. Waivers and Acknowledgments. (a) The Company hereby
unconditionally and irrevocably waives promptness, diligence, notice of
acceptance, presentment, demand for performance, notice of nonperformance,
default, acceleration, protest or dishonor and any other notice with respect to
any of the Guaranteed Obligations and this Guaranty and any requirement that any
Lender exhaust any right or take any action against any Borrower or any other
Person.

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

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

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

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

            SECTION 7.04. Subrogation. The Company hereby unconditionally and
irrevocably agrees not to exercise any rights that it may now have or hereafter
acquire against any other Borrower that arise from the existence, payment,
performance or enforcement of the Company's obligations under or in respect of
this Agreement or any Note, including, without limitation, any right of
subrogation, reimbursement, exoneration, contribution or indemnification and any
right to participate in any claim or remedy of any Lender against any other
Borrower, whether or not such claim, remedy or right arises in equity or under
contract, statute or common law, including, without limitation, the right to
take or receive from any other Borrower, directly or indirectly, in cash or
other property or by set-off or in any other manner, payment or security on
account of such claim, remedy or right, unless and until all of the Guaranteed
Obligations and all other amounts payable under this Guaranty shall have been
paid in full in cash and the Commitments shall have expired or been terminated.
If any amount shall be paid to the Company in violation of the immediately
preceding sentence at any time prior to the later of (a) the payment in full in
cash of the Guaranteed Obligations and all other amounts payable under this
Guaranty and (b) the Termination Date, such amount shall be received and held in
trust for the benefit of the Lenders, shall be segregated from other property
and funds of the Company and shall forthwith be paid or delivered to the Agent
in the same form as so received (with any necessary endorsement or assignment)
to be credited and applied to the Guaranteed Obligations and all other amounts
payable under this Guaranty, whether matured or unmatured, in accordance with
the terms of this Agreement and the Notes. If (i) the Company shall make payment
to any Lender of all or any part of the Guaranteed Obligations, (ii) all of the
Guaranteed Obligations and all other amounts payable under this Guaranty shall
have been paid in full in cash and (iii) the Termination Date shall have
occurred, the Lenders will, at the Company's request and expense, execute and
deliver to the Company appropriate documents, without recourse and without
representation or warranty, necessary to evidence the transfer by subrogation to
the Company of an interest in the Guaranteed Obligations resulting from such
payment made by the Company pursuant to this Guaranty.

            SECTION 7.05. Continuing Guaranty; Assignments. This Guaranty is a
continuing guaranty and shall (a) remain in full force and effect until the
later of (i) the payment in full in cash of the Guaranteed Obligations and all
other amounts payable under this Guaranty and (ii) the Termination Date, (b) be
binding upon the Company,

                                       38
<PAGE>

its successors and assigns and (c) inure to the benefit of and be enforceable by
the Lenders and their successors, transferees and assigns. Without limiting the
generality of clause (c) of the immediately preceding sentence, any Lender may
assign or otherwise transfer all or any portion of its rights and obligations
under this Agreement (including, without limitation, all or any portion of its
Commitments, the Advances owing to it and the Note or Notes, if any, held by it)
to any other Person, and such other Person shall thereupon become vested with
all the benefits in respect thereof granted to such Lender herein or otherwise,
in each case as and to the extent provided in Section 9.07. The Company shall
not have the right to assign its rights hereunder or any interest herein without
the prior written consent of the Lenders.

                                  ARTICLE VIII

                                    THE AGENT

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

            SECTION 8.02. Agent's Reliance, Etc. Neither the Agent nor any of
its directors, officers, agents or employees shall be liable for any action
taken or omitted to be taken by it or them under or in connection with this
Agreement, except for its or their own gross negligence or willful misconduct.
Without limitation of the generality of the foregoing, the Agent: (i) may treat
the Lender that made any Advance as the holder of the Debt resulting therefrom
until the Agent receives and accepts an Assumption Agreement entered into by an
Assuming Lender as provided in Section 2.17, or an Assignment and Acceptance
entered into by such Lender, as assignor, and an Eligible Assignee, as assignee,
as provided in Section 9.07; (ii) may consult with legal counsel (including
counsel for the Borrowers), independent public accountants and other experts
selected by it and shall not be liable for any action taken or omitted to be
taken in good faith by it in accordance with the advice of such counsel,
accountants or experts; (iii) makes no warranty or representation to any Lender
and shall not be responsible to any Lender for any statements, warranties or
representations (whether written or oral) made in or in connection with this
Agreement; (iv) shall not have any duty to ascertain or to inquire as to the
performance or observance of any of the terms, covenants or conditions of this
Agreement on the part of the Borrowers or to inspect the property (including the
books and records) of the Borrowers; (v) shall not be responsible to any Lender
for the due execution, legality, validity, enforceability, genuineness,
sufficiency or value of this Agreement or any other instrument or document
furnished pursuant hereto; and (vi) shall incur no liability under or in respect
of this Agreement by acting upon any notice, consent, certificate or other
instrument or writing (which may be by telecopier, telegram or telex) believed
by it to be genuine and signed or sent by the proper party or parties.

            SECTION 8.03. Citibank and Affiliates. With respect to its
Commitment, the Advances made by it and the Note issued to it, Citibank shall
have the same rights and powers under this Agreement as any other Lender and may
exercise the same as though it were not the Agent; and the term "Lender" or
"Lenders" shall, unless otherwise expressly indicated, include Citibank in its
individual capacity. Citibank and its Affiliates may accept deposits from, lend
money to, act as trustee under indentures of, accept investment banking
engagements from and generally engage in any kind of business with, any of the
Borrowers, their respective Subsidiaries and any Person who may do business with
or own securities of any of the Borrowers or their respective Subsidiaries, all
as if Citibank were not the Agent and without any duty to account therefor to
the Lenders. The Agent shall have no duty to disclose any information obtained
or received by it or any of its Affiliates relating to the Company or any of its
Subsidiaries to the extent such information was obtained or received in any
capacity other than as Agent.

            SECTION 8.04. Lender Credit Decision. Each Lender acknowledges that
it has, independently and without reliance upon the Agent or any other Lender
and based on the financial statements referred to in

                                       39
<PAGE>

Section 4.01 and such other documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this
Agreement. Each Lender also acknowledges that it will, independently and without
reliance upon the Agent or any other Lender and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under this Agreement.

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

            SECTION 8.06. Successor Agent. The Agent may resign at any time by
giving written notice thereof to the Lenders and the Borrowers and may be
removed at any time with or without cause by the Required Lenders provided that,
so long as no Default shall have occurred and be continuing the Company shall
consent to any appointment of a successor Agent, which consent shall not be
unreasonably withheld or delayed. Upon any such resignation or removal, the
Required Lenders shall have the right to appoint a successor Agent. If no
successor Agent shall have been so appointed by the Required Lenders, and shall
have accepted such appointment, within 30 days after the retiring Agent's giving
of notice of resignation or the Required Lenders' removal of the retiring Agent,
then the retiring Agent may, on behalf of the Lenders, appoint a successor
Agent, which shall be a commercial bank organized under the laws of the United
States of America or of any State thereof and having a combined capital and
surplus of at least $5,000,000,000. Upon the acceptance of any appointment as
Agent hereunder by a successor Agent, such successor Agent shall thereupon
succeed to and become vested with all the rights, powers, discretion, privileges
and duties of the retiring Agent, and the retiring Agent shall be discharged
from its duties and obligations under this Agreement. After any retiring Agent's
resignation or removal hereunder as Agent, the provisions of this Article VIII
shall inure to its benefit as to any actions taken or omitted to be taken by it
while it was Agent under this Agreement.

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

            SECTION 8.08. Other Agents. Each Lender hereby acknowledges that
neither the Syndication Agent nor any other Lender designated as any "Agent" on
the signature pages hereof has any liability hereunder other than in its
capacity as a Lender.

                                   ARTICLE IX

                                  MISCELLANEOUS

            SECTION 9.01. Amendments, Etc. No amendment or waiver of any
provision of this Agreement or the Revolving Credit Notes, nor consent to any
departure by any Borrower therefrom, shall in any event be

                                       40
<PAGE>

effective unless the same shall be in writing and signed by the Required
Lenders, and then such waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given; provided, however, that
no amendment, waiver or consent shall, unless in writing and signed by all the
Lenders, do any of the following: (a) waive any of the conditions specified in
Section 3.01 or 3.02, (b) increase the Commitments of the Lenders, (c) reduce
the principal of, or interest on, the Revolving Credit Advances or any fees or
other amounts payable hereunder, (d) postpone any date fixed for any payment of
principal of, or interest on, the Revolving Credit Advances or any fees or other
amounts payable hereunder, (e) change the percentage of the Commitments or of
the aggregate unpaid principal amount of the Revolving Credit Advances, or the
number of Lenders, that shall be required for the Lenders or any of them to take
any action hereunder, (f) reduce or limit the obligations of the Company under
Section 7.01 or release the Company or otherwise limit the Company's liability
with respect to the obligations owing to the Agent and the Lenders or (g) amend
Section 2.14 or this Section 9.01; and provided further that no amendment,
waiver or consent shall, unless in writing and signed by the Agent in addition
to the Lenders required above to take such action, affect the rights or duties
of the Agent under this Agreement or any Note.

            SECTION 9.02. Notices, Etc. (a) All notices and other communications
provided for hereunder shall be either (x) in writing (including telecopier,
telegraphic or telex communication) and mailed, telecopied, telegraphed, telexed
or delivered or (y) as and to the extent set forth in Section 9.02(b) and in the
proviso to this Section 9.02(a), if to the Company, at its address at 100
Independence Mall West, Philadelphia, Pennsylvania 19106, Attention: Treasurer;
if to a Designated Subsidiary at the address of such Designated Subsidiary set
forth in its Designation Letter with a copy to the Company; if to any Initial
Lender, at its Domestic Lending Office specified opposite its name on Schedule I
hereto; if to any other Lender, at its Domestic Lending Office specified in the
Assumption Agreement or the Assignment and Acceptance pursuant to which it
became a Lender; and if to the Agent, at its address at Two Penns Way, New
Castle, Delaware 19720, Attention: Bank Loan Syndications Department; or, as to
the Borrowers or the Agent, at such other address as shall be designated by such
party in a written notice to the other parties and, as to each other party, at
such other address as shall be designated by such party in a written notice to
the Borrowers and the Agent, provided that materials required to be delivered
pursuant to Section 5.01(i)(i), (ii) or (iv) shall be delivered to the Agent as
specified in Section 8.02(b) or as otherwise specified to the Company by the
Agent. All such notices and communications shall, when mailed, telecopied,
telegraphed or telexed, be effective when deposited in the mails, telecopied,
delivered to the telegraph company or confirmed by telex answerback,
respectively, except that notices and communications to the Agent pursuant to
Article II, III or VIII shall not be effective until received by the Agent.
Delivery by telecopier of an executed counterpart of any amendment or waiver of
any provision of this Agreement or the Notes or of any Exhibit hereto to be
executed and delivered hereunder shall be effective as delivery of an original
executed counterpart thereof.

            (b) So long as Citibank or any of its Affiliates is the Agent,
materials required to be delivered pursuant to Section 5.01(i)(i), (ii) and (iv)
shall be delivered to the Agent in an electronic medium in a format acceptable
to the Agent and the Lenders by e-mail at oploanswebadmin@citigroup.com. The
Company agrees that the Agent may make such materials, as well as any other
materials or matters relating to this Agreement, the Notes or any of the
transactions contemplated hereby (collectively, the "Communications") available
to the Lenders by posting such notices on Intralinks, "e-Disclosure", the
Agent's internet delivery system that is part of Fixed Income Direct, Global
Fixed Income's primary web portal, or a substantially similar electronic system
(the "Platform"). The Company acknowledges that (i) the distribution of material
through an electronic medium is not necessarily secure and that there are
confidentiality and other risks associated with such distribution, (ii) the
Platform is provided "as is" and "as available" and (iii) neither the Agent nor
any of its Affiliates warrants the accuracy, adequacy or completeness of the
Communications or the Platform and each expressly disclaims liability for errors
or omissions in the Communications or the Platform. No warranty of any kind,
express, implied or statutory, including, without limitation, any warranty of
merchantability, fitness for a particular purpose, non-infringement of third
party rights or freedom from viruses or other code defects, is made by the Agent
or any of its Affiliates in connection with the Platform.

            (c) Each Lender agrees that notice to it (as provided in the next
sentence) (a "Notice") specifying that any Communications have been posted to
the Platform shall constitute effective delivery of such information, documents
or other materials to such Lender for purposes of this Agreement; provided that
if requested by any Lender the Agent shall deliver a copy of the Communications
to such Lender by email or telecopier. Each Lender agrees (i) to notify the
Agent in writing of such Lender's e-mail address to which a Notice may be sent
by electronic transmission (including by electronic communication) on or before
the date such Lender becomes a party

                                       41
<PAGE>

to this Agreement (and from time to time thereafter to ensure that the Agent has
on record an effective e-mail address for such Lender) and (ii) that any Notice
may be sent to such e-mail address.

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

            SECTION 9.04. Costs and Expenses. (a) The Borrowers jointly and
severally agree to pay on demand all costs and expenses of the Agent in
connection with the preparation, execution, delivery, administration,
modification and amendment of this Agreement, the Notes and the other documents
to be delivered hereunder, including, without limitation, (A) all due diligence,
syndication (including printing, distribution and bank meetings),
transportation, computer, duplication, appraisal, consultant, and audit expenses
and (B) the reasonable fees and expenses of counsel for the Agent with respect
thereto and with respect to advising the Agent as to its rights and
responsibilities under this Agreement. The Borrowers further jointly and
severally agree to pay on demand all costs and expenses of the Agent and the
Lenders, if any (including, without limitation, reasonable counsel fees and
expenses), in connection with the enforcement (whether through negotiations,
legal proceedings or otherwise) of this Agreement, the Notes and the other
documents to be delivered hereunder, including, without limitation, reasonable
fees and expenses of counsel for the Agent and each Lender in connection with
the enforcement of rights under this Section 9.04(a).

            (b) The Borrowers, jointly and severally, indemnify and hold
harmless the Agent and each Lender and each of their Affiliates and their
officers, directors, employees, agents and advisors (each, an "Indemnified
Party") from and against any and all claims, damages, losses, liabilities and
expenses (including, without limitation, reasonable fees and expenses of
counsel) that may be incurred by or asserted or awarded against any Indemnified
Party, in each case arising out of or in connection with or by reason of
(including, without limitation, in connection with any investigation, litigation
or proceeding or preparation of a defense in connection therewith) (i) the
Notes, this Agreement, any of the transactions contemplated herein or the actual
or proposed use of the proceeds of the Advances or (ii) the actual or alleged
presence of Hazardous Materials on any property of the Borrowers or any of their
respective Subsidiaries or any Environmental Action relating in any way to the
Borrowers or any of their respective Subsidiaries, but excluding any such
claims, damages, losses, liabilities and expenses of any Indemnified Party (i)
to the extent such claim, damage, loss, liability or expense is found in a
final, non-appealable judgment by a court of competent jurisdiction to have
resulted from such Indemnified Party's gross negligence or willful misconduct,
(ii) arising from disputes among two or more Lenders (but not including any such
dispute to the extent that any such Lender is acting in any different capacity
(e.g., Agent or Syndication Agent) or to the extent that it involves the Agent's
and the Syndication Agent's syndication activities) or (iii) arising from a
successful breach of contract claim by the Borrower against such Indemnified
Party. In the case of an investigation, litigation or other proceeding to which
the indemnity in this Section 9.04(b) applies, such indemnity shall be effective
whether or not such investigation, litigation or proceeding is brought by any
Borrower, its directors, shareholders or creditors or an Indemnified Party or
any other Person or any Indemnified Party is otherwise a party thereto and
whether or not the transactions contemplated hereby are consummated. The
Borrowers also agree not to assert any claim against the Agent, any Lender, any
of their Affiliates, or any of their respective directors, officers, employees,
attorneys and agents, on any theory of liability, for special, indirect,
consequential or punitive damages arising out of or otherwise relating to the
Notes, this Agreement, any of the transactions contemplated herein or the actual
or proposed use of the proceeds of the Advances.

            (c) If any payment of principal of, or Conversion of, any
Eurocurrency Rate Advance, LIBO Rate Advance or Local Rate Advance is made by
any Borrower to or for the account of a Lender other than on the last day of the
Interest Period for such Advance, as a result of a payment or Conversion
pursuant to Section 2.08(d) or (e), 2.09 or 2.11, acceleration of the maturity
of the Notes pursuant to Section 6.01 or for any other reason, or by an Eligible
Assignee to a Lender other than on the last day of the Interest Period for such
Advance upon an assignment of rights and obligations under this Agreement
pursuant to Section 9.07 as a result of a demand by such Borrower pursuant to
Section 9.07(a), such Borrower shall, upon demand by such Lender (with a copy of
such demand to the Agent), pay to the Agent for the account of such Lender any
amounts required to compensate such Lender for any additional losses, costs or
expenses that it may reasonably incur as a result of such payment or Conversion,
including, without limitation, any loss (including loss of anticipated profits),
cost or expense incurred

                                       42
<PAGE>

by reason of the liquidation or reemployment of deposits or other funds acquired
by any Lender to fund or maintain such Advance. If the amount of the Committed
Currency purchased by any Lender in the case of a Conversion or exchange of
Advances in the case of Section 2.08 or 2.11 exceeds the sum required to satisfy
such Lender's liability in respect of such Advances, such Lender agrees to remit
to the Company such excess.

            (d) Without prejudice to the survival of any other agreement of the
parties hereunder, the agreements and obligations of the parties contained in
Sections 2.10, 2.13, 9.04 and 9.09 shall survive the payment in full of
principal, interest and all other amounts payable hereunder and under the Notes.

            SECTION 9.05. Right of Set-off. Upon (i) the occurrence and during
the continuance of any Event of Default and (ii) the making of the request or
the granting of the consent specified by Section 6.01 to authorize the Agent to
declare the Notes due and payable pursuant to the provisions of Section 6.01,
each Lender and each of its Affiliates is hereby authorized at any time and from
time to time, to the fullest extent permitted by law, to set off and apply any
and all deposits (general or special, time or demand, provisional or final) at
any time held and other indebtedness at any time owing by such Lender or such
Affiliate to or for the credit or the account of any Borrower against any and
all of the obligations of such Borrower now or hereafter existing under this
Agreement and the Note held by such Lender, whether or not such Lender shall
have made any demand under this Agreement or such Note and although such
obligations may be unmatured. Each Lender agrees promptly to notify the
applicable Borrower after any such set-off and application, provided that the
failure to give such notice shall not affect the validity of such set-off and
application. The rights of each Lender and its Affiliates under this Section are
in addition to other rights and remedies (including, without limitation, other
rights of set-off) that such Lender and its Affiliates may have.

            SECTION 9.06. Binding Effect. This Agreement shall become effective
(other than Sections 2.01 and 2.03, which shall only become effective upon
satisfaction of the conditions precedent set forth in Section 3.01) when it
shall have been executed by the Borrowers and the Agent and when the Agent shall
have been notified by each Initial Lender that such Initial Lender has executed
it and thereafter shall be binding upon and inure to the benefit of the
Borrowers, the Agent and each Lender and their respective successors and
assigns, except that the Borrowers shall not have the right to assign its rights
hereunder or any interest herein without the prior written consent of all of the
Lenders.

            SECTION 9.07. Assignments and Participations. (a) Each Lender may
and, if demanded by the Company (following a demand by such Lender pursuant to
Section 2.10 or 2.13) upon at least 5 Business Days' notice to such Lender and
the Agent, will assign to one or more Persons all or a portion of its rights and
obligations under this Agreement (including, without limitation, all or a
portion of its Commitment, the Revolving Credit Advances owing to it and the
Revolving Credit Note or Notes held by it); provided, however, that (i) each
such assignment shall be of a constant, and not a varying, percentage of all
rights and obligations under this Agreement (other than any right to make
Competitive Bid Advances, Competitive Bid Advances owing to it and Competitive
Bid Notes), (ii) except in the case of an assignment to a Person that,
immediately prior to such assignment, was a Lender or an assignment of all of a
Lender's rights and obligations under this Agreement, the amount of the
Commitment of the assigning Lender being assigned pursuant to each such
assignment (determined as of the date of the Assignment and Acceptance with
respect to such assignment) shall in no event be less than $10,000,000 or an
integral multiple of $1,000,000 in excess thereof unless the Company and the
Agent otherwise agree, (iii) each such assignment shall be to an Eligible
Assignee, (iv) each such assignment made as a result of a demand by the Company
pursuant to this Section 9.07(a) shall be arranged by the Company after
consultation with the Agent and shall be either an assignment of all of the
rights and obligations of the assigning Lender under this Agreement or an
assignment of a portion of such rights and obligations made concurrently with
another such assignment or other such assignments that together cover all of the
rights and obligations of the assigning Lender under this Agreement, (v) no
Lender shall be obligated to make any such assignment as a result of a demand by
the Company pursuant to this Section 9.07(a) unless and until such Lender shall
have received one or more payments from either the Borrowers or one or more
Eligible Assignees in an aggregate amount at least equal to the aggregate
outstanding principal amount of the Advances owing to such Lender, together with
accrued interest thereon to the date of payment of such principal amount and all
other amounts payable to such Lender under this Agreement, and (vi) the parties
to each such assignment shall execute and deliver to the Agent, for its
acceptance and recording in the Register, an Assignment and Acceptance, together
with any Revolving Credit Note subject to such assignment and a processing and
recordation fee of $3,500. Upon such execution, delivery, acceptance and
recording, from and after the

                                       43
<PAGE>

effective date specified in each Assignment and Acceptance, (x) the assignee
thereunder shall be a party hereto and, to the extent that rights and
obligations hereunder have been assigned to it pursuant to such Assignment and
Acceptance, have the rights and obligations of a Lender hereunder and (y) the
Lender assignor thereunder shall, to the extent that rights and obligations
hereunder have been assigned by it pursuant to such Assignment and Acceptance,
relinquish its rights (other than its rights under Sections 2.10, 2.13 and 9.04
to the extent any claim thereunder relates to an event arising prior to such
assignment) and be released from its obligations under this Agreement (and, in
the case of an Assignment and Acceptance covering all or the remaining portion
of an assigning Lender's rights and obligations under this Agreement, such
Lender shall cease to be a party hereto).

            (b) By executing and delivering an Assignment and Acceptance, the
Lender assignor thereunder and the assignee thereunder confirm to and agree with
each other and the other parties hereto as follows: (i) other than as provided
in such Assignment and Acceptance, such assigning Lender makes no representation
or warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with this Agreement or
the execution, legality, validity, enforceability, genuineness, sufficiency or
value of this Agreement or any other instrument or document furnished pursuant
hereto; (ii) such assigning Lender makes no representation or warranty and
assumes no responsibility with respect to the financial condition of the
Borrowers or the performance or observance by the Borrowers of any of their
respective obligations under this Agreement or any other instrument or document
furnished pursuant hereto; (iii) such assignee confirms that it has received a
copy of this Agreement, together with copies of the financial statements
referred to in Section 4.01 and such other documents and information as it has
deemed appropriate to make its own credit analysis and decision to enter into
such Assignment and Acceptance; (iv) such assignee will, independently and
without reliance upon the Agent, such assigning Lender or any other Lender and
based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under this Agreement; (v) such assignee confirms that it is an Eligible
Assignee; (vi) such assignee appoints and authorizes the Agent to take such
action as agent on its behalf and to exercise such powers and discretion under
this Agreement as are delegated to the Agent by the terms hereof, together with
such powers and discretion as are reasonably incidental thereto; and (vii) such
assignee agrees that it will perform in accordance with their terms all of the
obligations that by the terms of this Agreement are required to be performed by
it as a Lender.

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

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

            (e) Each Lender may sell participations to one or more banks or
other entities (other than the Borrowers or any of their respective Affiliates)
in or to all or a portion of its rights and obligations under this Agreement
(including, without limitation, all or a portion of its Commitment, the Advances
owing to it and any Note or Notes held by it); provided, however, that (i) such
Lender's obligations under this Agreement (including, without limitation, its
Commitment to the Borrowers hereunder) shall remain unchanged, (ii) such Lender
shall remain solely responsible to the other parties hereto for the performance
of such obligations, (iii) such Lender shall remain the holder of any such Note
for all purposes of this Agreement, (iv) the Borrowers, the Agent and the other
Lenders shall continue to deal solely and directly with such Lender in
connection with such Lender's rights and obligations under this Agreement and
(v) no participant under any such participation shall have any right to approve
any amendment or waiver of any provision of this Agreement or any Note, or any
consent to any departure by the Borrowers therefrom, except to the extent that
such amendment, waiver or consent would reduce the principal of, or interest on,
the Notes or any fees or other amounts payable hereunder, in each case to the
extent subject to such

                                       44
<PAGE>

participation, or postpone any date fixed for any payment of principal of, or
interest on, the Notes or any fees or other amounts payable hereunder, in each
case to the extent subject to such participation.

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

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

            SECTION 9.08. Designation of Borrowers. The Company may at any time,
by delivery to the Agent of a Designation Letter duly executed by the Company
and a wholly owned Subsidiary of the Company and substantially in the form of
Exhibit E hereto, designate such Subsidiary as a Borrower for purposes of this
Agreement and such Subsidiary shall thereupon become a Borrower for purposes of
this Agreement and, as such, shall have all of the rights and obligations of a
Borrower hereunder. The Agent shall promptly notify each Lender of such
designation of any such subsidiary.

            SECTION 9.09. Confidentiality. Neither the Agent nor any Lender
shall disclose any Confidential Information or any information relating to the
Agent's fees, the Syndication Agent's fees or the level of usage of the
Commitments hereunder to any other Person without the consent of the Borrowers,
other than (a) to the Agent's or such Lender's Affiliates and their officers,
directors, employees, agents and advisors and, as contemplated by Section
9.07(f), to actual or prospective assignees and participants, and then only on a
confidential basis, (b) as required by any law, rule or regulation or judicial
process and (c) as requested or required by any state, federal or foreign
authority or examiner regulating banks or banking. Notwithstanding anything
herein to the contrary, the Company, the Agent and the Lenders may disclose to
any and all Persons, without limitation of any kind, the U.S. tax treatment and
tax structure of the transactions contemplated hereby and all materials of any
kind (including opinions or other tax analyses) that are provided to the
Company, the Agent or any Lender relating to such U.S. tax treatment and tax
structure.

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

            SECTION 9.11. Execution in Counterparts. This Agreement may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
agreement. Delivery of an executed counterpart of a signature page to this
Agreement by telecopier shall be effective as delivery of a manually executed
counterpart of this Agreement.

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

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

                                       45
<PAGE>

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

            SECTION 9.13. Jurisdiction, Etc. (a) Each of the parties hereto
hereby irrevocably and unconditionally submits, for itself and its property, to
the nonexclusive jurisdiction of any New York State court or federal court of
the United States of America sitting in New York City, and any appellate court
from any thereof, in any action or proceeding arising out of or relating to this
Agreement or the Notes, or for recognition or enforcement of any judgment, and
each of the parties hereto hereby irrevocably and unconditionally agrees that
all claims in respect of any such action or proceeding may be heard and
determined in any such New York State court or, to the extent permitted by law,
in such federal court. Each Designated Subsidiary hereby agrees that service of
process in any such action or proceeding brought in the any such New York State
court or in such federal court may be made upon CT Corporation System at its
offices at 1633 Broadway, New York, New York 10019 (the "Process Agent") and
each Designated Subsidiary hereby irrevocably appoints the Process Agent its
authorized agent to accept such service of process, and agrees that the failure
of the Process Agent to give any notice of any such service shall not impair or
affect the validity of such service or of any judgment rendered in any action or
proceeding based thereon. Each Borrower hereby further irrevocably consents to
the service of process in any action or proceeding in such courts by the mailing
thereof by any parties hereto by registered or certified mail, postage prepaid,
to the Borrowers at their address specified pursuant to Section 9.02. Each of
the parties hereto agrees that a final judgment in any such action or proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by law. Nothing in this Agreement shall
affect any right that any party may otherwise have to bring any action or
proceeding relating to this Agreement or the Notes in the courts of any
jurisdiction. To the extent that each Designated Subsidiary has or hereafter may
acquire any immunity from jurisdiction of any court or from any legal process
(whether through service or notice, attachment prior to judgment, attachment in
aid of execution, execution or otherwise) with respect to itself or its
property, each Designated Subsidiary hereby irrevocably waives such immunity in
respect of its obligations under this Agreement.

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

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

            SECTION 9.15. Power of Attorney. Each Subsidiary of the Company may
from time to time authorize and appoint the Company as its attorney-in-fact to
execute and deliver (a) any amendment, waiver or consent in accordance with
Section 9.01 on behalf of and in the name of such Subsidiary and (b) any notice
or other communication hereunder, on behalf of and in the name of such
Subsidiary. Such authorization shall become effective as of the date on which
such Subsidiary delivers to the Agent a power of attorney enforceable under
applicable law and any additional information to the Agent as necessary to make
such power of attorney the legal, valid and binding obligation of such
Subsidiary.

                                       46
<PAGE>

            SECTION 9.16. Waiver of Jury Trial. Each of the Borrowers, the Agent
and the Lenders hereby irrevocably waives all right to trial by jury in any
action, proceeding or counterclaim (whether based on contract, tort or
otherwise) arising out of or relating to this Agreement or the Notes or the
actions of the Agent or any Lender in the negotiation, administration,
performance or enforcement thereof.

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

                                        ROHM AND HAAS COMPANY

                                        By /s/ Edward E. Liebert
                                          ______________________________________
                                            Name: Edward E. Liebert
                                            Title: Treasurer

                                        By /s/ J. Michael Fitzpatrick
                                          ______________________________________
                                            Name: J. Michael Fitzpatrick
                                            Title: President & COO

                                        CITIBANK, N.A.,
                                           as Agent

                                        By /s/ Carolyn A. Sheridan
                                          ______________________________________
                                            Name: Carolyn A. Sheridan
                                            Title: Managing Director &
                                                   Vice President

                                       47
<PAGE>

                                 Initial Lenders

<TABLE>
<CAPTION>
Commitment
----------
<S>                                     <C>
$76,000,000                             CITIBANK, N.A.

                                        By /s/ Carolyn A. Sheridan
                                          ______________________________________
                                            Name: Carolyn A. Sheridan
                                            Title: Managing Director &
                                                   Vice President


$65,000,000                             WACHOVIA BANK, NATIONAL ASSOCIATION

                                        By /s/ M.G. Hyde
                                          ______________________________________
                                            Name: M.G. Hyde
                                            Title: Director

$37,000,000                             BANK OF AMERICA, N.A.

                                        By /s/ Wendy Gorman
                                          ______________________________________
                                            Name: Wendy Gorman
                                            Title: Managing Director

$37,000,000                             BANK OF TOKYO-MITSUBISHI TRUST COMPANY

                                        By /s/ P. Shah
                                          ______________________________________
                                            Name: P. Shah
                                            Title: Vice President

$37,000,000                             BANK ONE, NA

                                        By /s/ John A. Horst
                                          ______________________________________
                                            Name: John A. Horst
                                            Title: Director

$37,000,000                             JPMORGAN CHASE BANK

                                        By /s/ Stacey L. Haimes
                                          ______________________________________
                                            Name: Stacey L. Haimes
                                            Title: Vice President

$37,000,000                             MELLON BANK, N. A.

                                        By /s/ Mark F. Johnston
                                          ______________________________________
                                            Name: Mark F. Johnston
                                            Title: First Vice President

$37,000,000                             STANDARD CHARTERED BANK

                                        By /s/ Andrew Y. NG
                                          ______________________________________
                                            Name: Andrew Y. NG
                                            Title: Vice President

                                        By /s/ Lalita Vadhri
                                          ______________________________________
                                            Name: Lalita Vadhri
                                            Title: Vice President
</TABLE>

                                       48
<PAGE>

<TABLE>
<S>                                     <C>
$37,000,000                             SUMITOMO MITSUI BANK

                                        By /s/ Leo E. Pagarigan
                                          ______________________________________
                                            Name: Leo E. Pagarigan
                                            Title: Senior Vice President

$20,000,000                             ABN AMRO BANK N.V.

                                        By /s/ Neil R. Stein
                                          ______________________________________
                                            Name: Neil R. Stein
                                            Title: Group Vice President

                                        By /s/ Michele R. Costello
                                          ______________________________________
                                            Name: Michele R. Costello
                                            Title: Assistant Vice President

$20,000,000                             BANCA DI ROMA

                                        By /s/ Steven Paley
                                          ______________________________________
                                            Name: Steven Paley
                                            Title: First Vice President

$20,000,000                             BANCA MONTE DEI PASCHI DI SIENA S.P.A.

                                        By /s/ Romeo C. Cella
                                          ______________________________________
                                            Name: Romeo C. Cella
                                            Title: Senior Vice President &
                                                   General Manager

                                        By /s/ Brian R. Landy
                                          ______________________________________
                                            Name: Brian R. Landy
                                            Title: Vice President

$20,000,000                             NORDDEUTSCHE LANDESBANK GIROZENTRALE NEW
                                        YORK BRANCH and/or CAYMAN ISLANDS BRANCH

                                        By /s/ Stephanie Finnen
                                          ______________________________________
                                            Name: Stephanie Finnen
                                            Title: Vice President

                                        By /s/ Joses Haas
                                          ______________________________________
                                            Name: Joses Haas
                                            Title: Vice President
</TABLE>

                                       49
<PAGE>

<TABLE>
<S>                                     <C>
$20,000,000                             SANPAOLO IMI S.p.A.

                                        By /s/ Renato Carducci
                                          ______________________________________
                                            Name: Renato Carducci
                                            Title: General Manager

                                        By /s/ Luca Sacchi
                                          ______________________________________
                                            Name: Luca Sacchi
                                            Title: Vice President

$500,000,000 Total of the Commitments
</TABLE>

                                       50
<PAGE>
                                                                      SCHEDULE I
                                                           ROHM AND HAAS COMPANY
                                                     THREE YEAR CREDIT AGREEMENT
                                                    DATED AS OF OCTOBER 24, 2003
                                                      APPLICABLE LENDING OFFICES

<TABLE>
<CAPTION>
      Name of Initial Lender                    Domestic Lending Office              Eurocurrency Lending Office
      ----------------------                    -----------------------              ---------------------------
<S>                                       <C>                                    <C>
ABN AMRO Bank N.V.                        208 South LaSalle Street, Suite 1500   208 South LaSalle Street, Suite 1500
                                          Chicago, IL  60604-1003                Chicago, IL  60604-1003
                                          Attn:  Loan Administration             Attn:  Loan Administration
                                          Tel: (312) 992-5150                    Tel: (312) 992-5150
                                          Fax: (312) 992-5155                    Fax: (312) 992-5155

Banca di Roma                             Banca di Roma - New York Branch        Banca di Roma - New York Branch
                                          34 East 51st Street                    34 East 51st Street
                                          New York, NY 10022                     New York, NY 10022
                                          Attn.: Steven Paly                     Attn.: Steven Paly
                                          Tel.: (212) 407-1791                   Tel.: (212) 407-1791
                                          Fax: (212) 407-1778                    Fax: (212) 407-1778

Banca Monte dei Paschi di Siena S.p.A.    55 East 59th Street                    55 East 59th Street
                                          New York, NY 10022                     New York, NY 10022
                                          Attn.: Mae Tam                         Attn.: Mae Tam
                                          Tel.: (212) 891-3649                   Tel.: (212) 891-3649
                                          Fax: (212) 891-3661                    Fax: (212) 891-3661

Bank of America, N.A.                     Credit:                                Credit:
                                          335 Madison Avenue                     335 Madison Avenue
                                          New York, NY 10017                     New York, NY 10017
                                          Attn.: Colleen Briscoe                 Attn.: Colleen Briscoe
                                          Tel.: (212) 503-7954                   Tel.: (212) 503-7954
                                          Fax: (212) 503-7878                    Fax: (212) 503-7878

                                          Operations:                            Operations:
                                          1850 Gateway Blvd.                     1850 Gateway Blvd.
                                          Concord, CA 94520                      Concord, CA 94520
                                          Attn.: Curtis Laney                    Attn.: Curtis Laney
                                          Tel.: (925) 675-8398                   Tel.: (925) 675-8398
                                          Fax: (888) 969-9252                    Fax: (888) 969-9252

Bank of Tokyo-Mitsubishi Trust Company    1251 Avenue of the Americas            1251 Avenue of the Americas
                                          12th Floor                             12th Floor
                                          New York, NY 10020                     New York, NY 10020
                                          Attn.: Rolando Uy                      Attn.: Rolando Uy
                                          Tel.: (201) 413-8570                   Tel.: (201) 413-8570
                                          Fax: (201) 521-2304                    Fax: (201) 521-2304

Bank One, NA                              One Bank One Plaza                     One Bank One Plaza
                                          Suite 0634                             Suite 0634
                                          Chicago, IL 60670                      Chicago, IL 60670
                                          Attn:  Medy Hernandez                  Attn: Medy Hernandez
                                          Tel: 312-732-8297                      Tel: 312-732-8297
                                          Fax: 312-732-4840                      Fax: 312-732-4840
</TABLE>

                                       51
<PAGE>

<TABLE>
<S>                                       <C>                                    <C>
Citibank, N.A.                            Credit:                                Credit:
                                          399 Park Avenue                        399 Park Avenue
                                          New York, NY 10043                     New York, NY 10043
                                          Attn.: Carolyn Sheridan                Attn.: Carolyn Sheridan
                                          Fax: (212) 826-2371                    Fax: (212) 826-2371

                                          Operations:                            Operations:
                                          Two Penns Way                          Two Penns Way
                                          New Castle, Delaware 19720             New Castle, Delaware 19720
                                          Attn.: Meghan McCormack                Attn.: Meghan McCormack
                                          Tel: (302) 894-6017                    Tel: (302) 894-6017
                                          Fax: (302) 894-6120                    Fax: (302) 894-6120

JPMorgan Chase Bank                       270 Park Avenue                        270 Park Avenue
                                          4th Floor                              4th Floor
                                          New York, NY 10017                     New York, NY 10017
                                          Attn.: Stacey Haimes                   Attn.: Stacey Haimes
                                          Tel.: (212) 270-3217                   Tel.: (212) 270-3217
                                          Fax: (212) 270-5100                    Fax: (212) 270-5100

SANPAOLO IMI S.p.A.                       SANPAOLO IMI S.p.A., New York Branch   SANPAOLO IMI S.p.A., Bahamas Branch
                                          245 Park Avenue                        245 Park Avenue
                                          35th Floor                             35th Floor
                                          New York, NY 10167                     New York, NY 10167
                                          Attn.: Luca Sacchi                     Attn.: Luca Sacchi
                                          Tel.: (212) 692-3130                   Tel.: (212) 692-3130
                                          Fax: (212) 692-3178                    Fax: (212) 692-3178

Mellon Bank, N.A.                         One Mellon Bank Center                 One Mellon Bank Center
                                          Pittsburgh, PA 15258                   Pittsburgh, PA 15258
                                          Attn.: Doria Arman                     Attn.: Doria Arman
                                          Tel.: (412) 234-4769                   Tel.: (412) 234-4769
                                          Fax: (412) 209-6125                    Fax: (412) 209-6125

Norddeutsche Landesbank                   Norddeutsche Landesbank                Norddeutsche Landesbank
Girozentrale - New York Branch            Girozentrale - New York Branch         Girozentrale - New York Branch
and/or Cayman Islands Branch              1270 Avenue of the Americas            1270 Avenue of the Americas
                                          14th Floor                             14th Floor
                                          New York, NY 10020                     New York, NY 10020
                                          Credit                                 Credit
                                          Attn.: Josef Haas                      Attn.: Josef Haas
                                          Tel.: (212) 332-8605                   Tel.: (212) 332-8605
                                          Fax: (212) 332-8660                    Fax: (212) 332-8660
                                          Operations                             Operations
                                          Attn.: Harm Clasen                     Attn.: Harm Clasen
                                          Tel.: (212) 332-8635                   Tel.: (212) 332-8635
                                          Fax: (212) 332-8660                    Fax: (212) 332-8660

Sumitomo Mitsui Bank

Standard Chartered Bank                   7 World Trade Center                   7 World Trade Center
                                          New York, NY 10048                     New York, NY 10048
                                          Attn.: Marianne Murray                 Attn.: Marianne Murray
                                          Tel.: (212) 667-0505                   Tel.: (212) 667-0505
                                          Fax: (212) 667-0225                    Fax: (212) 667-0225
</TABLE>

                                       52
<PAGE>

<TABLE>
<S>                                       <C>                                    <C>
Wachovia Bank, National Association       301 South College Street               301 South College Street
                                          Charlotte, NC  28288                   Charlotte, NC  28288
                                          Attn: Lisa White                       Attn: Lisa White
                                          Tel.: (704) 374-4426                   Tel.: (704) 374-4426
                                          Fax: (704) 715-0095                    Fax: (704) 715-0095
</TABLE>

                                       53
<PAGE>

                                                           EXHIBIT A-1 - FORM OF
                                                                REVOLVING CREDIT
                                                                 PROMISSORY NOTE

U.S.$_______________                             Dated:  _______________, ______

            FOR VALUE RECEIVED, the undersigned, ___________, a __________
corporation (the "Borrower"), HEREBY PROMISES TO PAY to the order of
_________________________ (the "Lender") for the account of its Applicable
Lending Office on the Termination Date (each as defined in the Credit Agreement
referred to below) the principal sum of U.S.$[amount of the Lender's Commitment
in figures] or, if less, the aggregate principal amount of the Revolving Credit
Advances made by the Lender to the Borrower pursuant to the Three Year Credit
Agreement dated as of October 24, 2003 among Rohm and Haas Company, a Delaware
corporation, the Designated Subsidiaries (as defined in the Credit Agreement)
from time to time party thereto, the Lender and certain other lenders parties
thereto, Citigroup Global Markets Inc., as lead arranger and bookrunner,
Wachovia Capital Markets, LLC, as Syndication Agent, and Citibank, N.A. as Agent
for the Lender and such other lenders (as amended or modified from time to time,
the "Credit Agreement"; the terms defined therein being used herein as therein
defined) outstanding on such date.

            The Borrower promises to pay interest on the unpaid principal amount
of each Revolving Credit Advance from the date of such Revolving Credit Advance
until such principal amount is paid in full, at such interest rates, and payable
at such times, as are specified in the Credit Agreement.

            Both principal and interest in respect of each Revolving Credit
Advance (i) in Dollars are payable in lawful money of the United States of
America to the Agent at its account maintained at 399 Park Avenue, New York, New
York 10043, in same day funds and (ii) in any Committed Currency are payable in
such currency at the applicable Payment Office in same day funds. Each Revolving
Credit Advance owing to the Lender by the Borrower pursuant to the Credit
Agreement, and all payments made on account of principal thereof, shall be
recorded by the Lender and, prior to any transfer hereof, endorsed on the grid
attached hereto which is part of this Promissory Note.

            This Promissory Note is one of the Revolving Credit Notes referred
to in, and is entitled to the benefits of, the Credit Agreement. The Credit
Agreement, among other things, (i) provides for the making of Revolving Credit
Advances by the Lender to the Borrower from time to time in an aggregate amount
not to exceed at any time outstanding the U.S. dollar amount first above
mentioned, the indebtedness of the Borrower resulting from each such Revolving
Credit Advance being evidenced by this Promissory Note, (ii) contains provisions
for determining the Dollar Equivalent of Revolving Credit Advances denominated
in Committed Currencies and (iii) contains provisions for acceleration of the
maturity hereof upon the happening of certain stated events and also for
prepayments on account of principal hereof prior to the maturity hereof upon the
terms and conditions therein specified.

                                               [NAME OF BORROWER]

                                                By______________________________
                                                    Name:
                                                    Title:

                                       54
<PAGE>

                       ADVANCES AND PAYMENTS OF PRINCIPAL

<TABLE>
<CAPTION>
                                     AMOUNT OF
                 AMOUNT OF         PRINCIPAL PAID          UNPAID PRINCIPAL        NOTATION
   DATE           ADVANCE           OR PREPAID                  BALANCE             MADE BY
-----------------------------------------------------------------------------------------------
<S>              <C>               <C>                     <C>                     <C>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                       55
<PAGE>

                                                           EXHIBIT A-2 - FORM OF
                                                                 COMPETITIVE BID
                                                                 PROMISSORY NOTE

U.S.$_______________                              Dated:  _______________, _____

            FOR VALUE RECEIVED, the undersigned, __________, a __________
corporation (the "Borrower"), HEREBY PROMISES TO PAY to the order of
_________________________ (the "Lender") for the account of its Applicable
Lending Office (as defined in the Three Year Credit Agreement dated as of
October 24, 2003 among Rohm and Haas Company, a Delaware corporation, the
Designated Subsidiaries (as defined in the Credit Agreement) from time to time
party thereto, the Lender and certain other lenders parties thereto, Citigroup
Global Markets Inc., as lead arranger and bookrunner, Wachovia Capital Markets,
LLC, as Syndication Agent, and Citibank, N.A., as Agent for the Lender and such
other lenders (as amended or modified from time to time, the "Credit Agreement";
the terms defined therein being used herein as therein defined)), on
_______________, 200_, the principal amount of [amount in figures; for a
Competitive Bid Advance in a Foreign Currency, list currency and amount of such
Advance].

            The Borrower promises to pay interest on the unpaid principal amount
hereof from the date hereof until such principal amount is paid in full, at the
interest rate and payable on the interest payment date or dates provided below:

      Interest Rate: _____% per annum (calculated on the basis of a year of
      _____ days for the actual number of days elapsed).

            Both principal and interest are payable in lawful money of
__________ to Citibank, as agent, for the account of the Lender at the office of
__________, at __________ in same day funds.

            This Promissory Note is one of the Competitive Bid Notes referred to
in, and is entitled to the benefits of, the Credit Agreement. The Credit
Agreement, among other things, contains provisions for acceleration of the
maturity hereof upon the happening of certain stated events.

            The Borrower hereby waives presentment, demand, protest and notice
of any kind. No failure to exercise, and no delay in exercising, any rights
hereunder on the part of the holder hereof shall operate as a waiver of such
rights.

            This Promissory Note shall be governed by, and construed in
accordance with, the laws of the State of New York.

                                               [NAME OF BORROWER]

                                                By______________________________
                                                    Name:
                                                    Title:

                                       56
<PAGE>

                                                 EXHIBIT B-1 - FORM OF NOTICE OF
                                                      REVOLVING CREDIT BORROWING

Citibank, N.A., as Agent
  for the Lenders parties
  to the Credit Agreement
  referred to below
  Two Penns Way
  New Castle, Delaware 19720

                                           [Date]

            Attention: Bank Loan Syndications Department

Ladies and Gentlemen:

            The undersigned, ____________________________ , refers to the Three
Year Credit Agreement, dated as of October 24, 2003 (as amended or modified from
time to time, the "Credit Agreement", the terms defined therein being used
herein as therein defined), among the undersigned, Rohm and Haas Company, the
Designated Subsidiaries from time to time party thereto, Citigroup Global
Markets Inc., as lead arranger and bookrunner, Wachovia Capital Markets, LLC, as
Syndication Agent, certain Lenders parties thereto and Citibank, N.A., as Agent
and for said Lenders, and hereby gives you notice, irrevocably, pursuant to
Section 2.02 of the Credit Agreement that the undersigned hereby requests a
Revolving Credit Borrowing under the Credit Agreement, and in that connection
sets forth below the information relating to such Revolving Credit Borrowing
(the "Proposed Revolving Credit Borrowing") as required by Section 2.02(a) of
the Credit Agreement:

            (i) The Business Day of the Proposed Revolving Credit Borrowing is
      _______________, 200_.

            (ii) The Type of Advances comprising the Proposed Revolving Credit
      Borrowing is [Base Rate Advances] [Eurocurrency Rate Advances].

            (iii) The aggregate amount of the Proposed Revolving Credit
      Borrowing is [if for a Revolving Credit Borrowing in a Committed Currency,
      list currency and amount of Revolving Credit Borrowing].

            [(iv) The initial Interest Period for each Eurocurrency Rate Advance
      made as part of the Proposed Revolving Credit Borrowing is _____
      month[s].]

            The undersigned hereby certifies that the following statements are
true on the date hereof, and will be true on the date of the Proposed Revolving
Credit Borrowing:

            (A) the representations and warranties contained in Section 4.01 of
      the Credit Agreement (except the representations set forth in subsection
      (f)(i), subsection (i) and in the last sentence of subsection (e) thereof
      are correct on and as of the date of the Proposed Revolving Credit
      Borrowing, before and after giving effect to the Proposed Revolving Credit
      Borrowing and to the application of the proceeds therefrom, as though made
      on and as of such date; and

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

                                                Very truly yours,

                                               [NAME OF BORROWER]

                                       57
<PAGE>

                                                By______________________________
                                                    Name:
                                                    Title:

                                       58
<PAGE>

                                                 EXHIBIT B-2 - FORM OF NOTICE OF
                                                       COMPETITIVE BID BORROWING

Citibank, N.A., as Agent
  for the Lenders parties
  to the Credit Agreement
  referred to below
  Two Penns Way
  New Castle, Delaware 19720

                                         [Date]

            Attention: Bank Loan Syndications Department

Ladies and Gentlemen:

            The undersigned, ________________________ , refers to the Three Year
Credit Agreement, dated as of October 24, 2003 (as amended or modified from time
to time, the "Credit Agreement", the terms defined therein being used herein as
therein defined), among the undersigned, Rohm and Haas Company, the Designated
Subsidiaries from time to time party thereto, Citigroup Global Markets Inc., as
lead arranger and bookrunner, Wachovia Capital Markets, LLC, as Syndication
Agent, certain Lenders parties thereto and Citibank, N.A., as Agent for said
Lenders, and hereby gives you notice, irrevocably, pursuant to Section 2.03 of
the Credit Agreement that the undersigned hereby requests a Competitive Bid
Borrowing under the Credit Agreement, and in that connection sets forth the
terms on which such Competitive Bid Borrowing (the "Proposed Competitive Bid
Borrowing") is requested to be made:

<TABLE>
<S>    <C>                                     <C>
(A)    Date of Competitive Bid Borrowing       ______________________
(B)    Amount of Competitive Bid Borrowing     ______________________
(C)    [Maturity Date] [Interest Period]       ______________________
(D)    Interest Rate Basis                     ______________________
(E)    Day Count Convention                    ______________________
(F)    Interest Payment Date(s)                ______________________
(G)    Currency                                ______________________
(H)    Borrower's Account Location             ______________________
(I)    ___________________                     ______________________
</TABLE>

            The undersigned hereby certifies that the following statements are
true on the date hereof, and will be true on the date of the Proposed
Competitive Bid Borrowing:

            (a) the representations and warranties contained in Section 4.01 of
      the Credit Agreement are correct, before and after giving effect to the
      Proposed Competitive Bid Borrowing and to the application of the proceeds
      therefrom, as though made on and as of such date;

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

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

                                       59
<PAGE>

            (d) the aggregate amount of the Proposed Competitive Bid Borrowing
      and all other Borrowings to be made on the same day under the Credit
      Agreement is within the aggregate amount of the unused Commitments of the
      Lenders.

            The undersigned hereby confirms that the Proposed Competitive Bid
Borrowing is to be made available to it in accordance with Section 2.03(a)(v) of
the Credit Agreement.

                                                Very truly yours,

                                               [NAME OF BORROWER]

                                                By______________________________
                                                    Name:
                                                    Title:

                                       60
<PAGE>

                                                             EXHIBIT C - FORM OF
                                                       ASSIGNMENT AND ACCEPTANCE

            Reference is made to the Three Year Credit Agreement dated as of
October 24, 2003 (as amended or modified from time to time, the "Credit
Agreement") among Rohm and Haas Company, a Delaware corporation (the "Company"),
the Designated Subsidiaries (as defined in the Credit Agreement) from time to
time party thereto, the Lenders (as defined in the Credit Agreement), Citigroup
Global Markets Inc., as lead arranger and bookrunner, Wachovia Capital Markets,
LLC, as syndication agent (the "Syndication Agent") and Citibank, N.A., as agent
(the "Agent") for the Lenders. Terms defined in the Credit Agreement are used
herein with the same meaning.

            Each "Assignor" referred to on Schedule 1 hereto (each, an
"Assignor") and each "Assignee" referred to on Schedule 1 hereto (each, an
"Assignee") agrees severally with respect to all information relating to it and
its assignment hereunder and on Schedule 1 hereto as follows:

            1. Such Assignor hereby sells and assigns to the Assignee, without
recourse except as to the representations and warranties made by it herein, to
such Assignee, and such Assignee hereby purchases and assumes from such
Assignor, an interest in and to such Assignor's rights and obligations under the
Credit Agreement as of the date hereof (other than in respect of Competitive Bid
Advances and Competitive Bid Notes) equal to the percentage interest specified
on Schedule 1 hereto of all outstanding rights and obligations under the Credit
Agreement Facility specified on Schedule 1 hereto (other than in respect of
Competitive Bid Advances and Competitive Bid Notes). After giving effect to such
sale and assignment, such Assignee's Commitment and the amount of the Revolving
Credit Advances owing to the Assignee will be as set forth on Schedule 1 hereto.

            2. Such Assignor (i) represents and warrants that it is the legal
and beneficial owner of the interest being assigned by it hereunder and that
such interest is free and clear of any adverse claim; (ii) makes no
representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with the
Credit Agreement or the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Credit Agreement or any other
instrument or document furnished pursuant thereto; (iii) makes no representation
or warranty and assumes no responsibility with respect to the financial
condition of the Borrowers or the performance or observance by the Borrowers of
any of their respective obligations under the Credit Agreement or any other
instrument or document furnished pursuant thereto; and (iv) attaches the
Revolving Credit Note held by such Assignor and requests that the Agent exchange
such Revolving Credit Note for a new Revolving Credit Note payable to the order
of such Assignee in an amount equal to the Commitment assumed by such Assignee
pursuant hereto or new Revolving Credit Notes payable to the order of such
Assignee in an amount equal to the Commitment assumed by such Assignee pursuant
hereto and such Assignor in an amount equal to the Commitment retained by such
Assignor under the Credit Agreement, respectively, as specified on Schedule 1
hereto.

            3. Such Assignee (i) confirms that it has received a copy of the
Credit Agreement, together with copies of the financial statements referred to
in Section 4.01 thereof and such other documents and information as it has
deemed appropriate to make its own credit analysis and decision to enter into
this Assignment and Acceptance; (ii) agrees that it will, independently and
without reliance upon the Agent, any Assignor or any other Lender and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under
the Credit Agreement; (iii) confirms that it is an Eligible Assignee; (iv)
appoints and authorizes each Agent to take such action as agent on its behalf
and to exercise such powers and discretion under the Credit Agreement as are
delegated to the Agent by the terms thereof, together with such powers and
discretion as are reasonably incidental thereto; (v) agrees that it will perform
in accordance with their terms all of the obligations that by the terms of the
Credit Agreement are required to be performed by it as a Lender; and (vi)
attaches any U.S. Internal Revenue Service forms required under Section 2.13 of
the Credit Agreement.

            4. Following the execution of this Assignment and Acceptance, it
will be delivered to the Agent for acceptance and recording by the Agent. The
effective date for this Assignment and Acceptance (the

                                       61
<PAGE>

"Effective Date") shall be the date of acceptance hereof by the Agent, unless
otherwise specified on Schedule 1 hereto.

            5. Upon such acceptance and recording by the Agent, as of the
Effective Date, (i) such Assignee shall be a party to the Credit Agreement and,
to the extent provided in this Assignment and Acceptance, have the rights and
obligations of a Lender thereunder and (ii) such Assignor shall, to the extent
provided in this Assignment and Acceptance, relinquish its rights and be
released from its obligations under the Credit Agreement.

            6. Upon such acceptance and recording by the Agent, from and after
the Effective Date, the Agent shall make all payments under the Credit Agreement
and the Revolving Credit Notes in respect of the interest assigned hereby
(including, without limitation, all payments of principal, interest and facility
fees with respect thereto) to such Assignee. Such Assignor and such Assignee
shall make all appropriate adjustments in payments under the Credit Agreement
and the Revolving Credit Notes for periods prior to the Effective Date directly
between themselves.

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

            8. This Assignment and Acceptance may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement. Delivery of an executed
counterpart of Schedule 1 to this Assignment and Acceptance by telecopier shall
be effective as delivery of a manually executed counterpart of this Assignment
and Acceptance.

            IN WITNESS WHEREOF, each Assignor and each Assignee have caused
Schedule 1 to this Assignment and Acceptance to be executed by their officers
thereunto duly authorized as of the date specified thereon.

                                       62
<PAGE>

                                   SCHEDULE 1
                                       TO
                            ASSIGNMENT AND ACCEPTANCE

<TABLE>
<S>                                                                  <C>           <C>           <C>          <C>        <C>
ASSIGNOR
REVOLVING CREDIT FACILITY
        Percentage interest assigned                                         %             %             %          %          %
        Revolving Credit Commitment assigned                         $             $             $            $          $
               Aggregate outstanding principal amount of
                       Revolving Credit Advances assigned            $             $             $            $          $
               Principal amount of Revolving Credit Note
                       payable to ASSIGNOR                           $             $             $            $          $
</TABLE>

<TABLE>
<S>                                                                  <C>           <C>           <C>          <C>        <C>
ASSIGNEE
REVOLVING CREDIT FACILITY
        Percentage interest assumed                                          %             %             %          %          %
        Revolving Credit Commitment assumed                          $             $             $            $          $
               Aggregate outstanding principal amount of
                       Revolving Credit Advances assumed             $             $             $            $          $
               Principal amount of Revolving Credit Note
                       payable to ASSIGNEE                           $             $             $            $          $
</TABLE>

                                       63
<PAGE>

Effective Date (if other than date of acceptance by Administrative Agent):
(1)_________ __, ____

                                   ASSIGNORS

                                                                   , as Assignor

                                            By _______________________
                                                Title:

                                            Dated:  _________ __, ____

                                                                   , as Assignor

                                            By _______________________
                                                Title:

                                            Dated:  _________ __, 200_

                                                                   , as Assignor

                                            By _______________________
                                                Title:

                                            Dated:  _________ __, 200_

                                                                   , as Assignor

                                            By _______________________
                                                Title:

                                            Dated:  _________ __, 200_

                                                                   , as Assignor

                                            By _______________________
                                                Title:

                                            Dated:  _________ __, 200_

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

(1)   This date should be no earlier than five Business Days after the delivery
      of this Assignment and Acceptance to the Agent.

                                       64
<PAGE>

                                    ASSIGNEES

                                                                   , as Assignor

                                            By _______________________
                                                Title:

                                            Dated:  _________ __, 200_

                                            Domestic Lending Office:

                                            Eurodollar Lending Office:

                                                                   , as Assignor

                                            By _______________________
                                                Title:

                                            Dated:  _________ __, 200_

                                            Domestic Lending Office:

                                            Eurodollar Lending Office:

                                                                   , as Assignor

                                            By _______________________
                                                Title:

                                            Dated:  _________ __, 200_

                                            Domestic Lending Office:

                                            Eurodollar Lending Office:

                                                                   , as Assignor

                                            By _______________________
                                                Title:

                                       65
<PAGE>

                                             Dated:  _________ __, 200_

                                            Domestic Lending Office:

                                            Eurodollar Lending Office:

                                                                   , as Assignor

                                            By _______________________
                                                Title:

                                            Dated:  _________ __, 200_

                                            Domestic Lending Office:

                                            Eurodollar Lending Office:


Accepted (2)[and Approved] this ____

day of ___________, 200_

CITIBANK, N.A., as Agent

By _______________________
    Name:
    Title:

(3)[Approved this ____ day

of _____________, 200_

ROHM AND HAAS COMPANY

By _______________________
    Name:
    Title:

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

(2)   Required if the Assignee is an Eligible Assignee solely by reason of
      clause (c) of the definition of "Eligible Assignee".

(3)   See footnote 1.

                                       66
<PAGE>

                                                           EXHIBIT D-1 - FORM OF
                                                              OPINION OF COUNSEL
                                                                 FOR THE COMPANY

                                      __________, 2003

To each of the Lenders parties
  to the Three Year Credit Agreement
  dated as of October 24, 2003 among
  Rohm and Haas Company, said
  Lenders, Citigroup Global Markets
  Inc., as lead arranger and bookrunner, Wachovia Capital Markets, LLC,
     as Syndication
  Agent, and Citibank, N.A., as
  Agent for said Lenders, and to
  Citibank, N.A., as Agent

                              Rohm and Haas Company

Ladies and Gentlemen:

            This opinion is furnished to you pursuant to Section 3.01(g)(iv) of
the Three Year Credit Agreement, dated as of October 24, 2003 (the "Credit
Agreement"), among Rohm and Haas Company (the "Borrower"), the Designated
Subsidiaries (as defined in the Credit Agreement) from time to time party
thereto, the Lenders parties thereto, Citigroup Global Markets Inc., as lead
arranger and bookrunner, and Citibank, N.A., as Agent for said Lenders, and
Wachovia Capital Markets, LLC, as Syndication Agent. Terms defined in the Credit
Agreement are used herein as therein defined.

            We have acted as counsel for the Borrower in connection with the
preparation, execution and delivery of the Credit Agreement.

            In that connection, we have examined:

      (1)   The Credit Agreement.

      (2)   The documents furnished by the Borrower pursuant to Section 3.01 of
the Credit Agreement.

      (3)   The Certificate of Incorporation of the Borrower and all amendments
thereto (the "Charter").

      (4)   The by-laws of the Borrower and all amendments thereto (the
"By-laws").

      (5)   A certificate of the Secretary of State of Delaware, dated
_______________, 2003, attesting to the continued corporate existence and good
standing of the Borrower in that State.

We have also examined the originals, or copies certified to our satisfaction, of
such corporate records of the Borrower, certificates of public officials and of
officers of the Borrower, and agreements, instruments and other documents, as we
have deemed necessary as a basis for the opinions expressed below. As to
questions of fact material to such opinions, we have, when relevant facts were
not independently established by us, relied upon certificates of the Borrower or
its officers or of public officials. We have assumed the due execution and
delivery, pursuant to due authorization, of the Credit Agreement by the Initial
Lenders and the Agent.

            Our opinions expressed below are limited to the law of the State of
New York, the General Corporation Law of the State of Delaware and the Federal
law of the United States.

                                       67
<PAGE>

            Based upon the foregoing and upon such investigation as we have
deemed necessary, we are of the following opinion:

      1.    The Borrower is a corporation duly incorporated, validly existing
and in good standing under the laws of the State of Delaware.

      2.    The execution, delivery and performance by the Borrower of the
Credit Agreement and the Notes, and the consummation of the transactions
contemplated thereby, are within the Borrower's corporate powers, have been duly
authorized by all necessary corporate action, and do not violate (i) the Charter
or the By-laws or (ii) any law, rule or regulation applicable to the Borrower
(including, without limitation, Regulation X of the Board of Governors of the
Federal Reserve System). The Credit Agreement and the Notes have been duly
executed and delivered on behalf of the Borrower.

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

      4.    The Credit Agreement is, and after giving effect to the initial
Borrowing, the Notes will be, legal, valid and binding obligations of the
Borrower enforceable against the Borrower in accordance with their respective
terms.

      5.    To the best of our knowledge, there are no pending or overtly
threatened actions or proceedings against the Borrower or any of its
Subsidiaries before any court, governmental agency or arbitrator that purport to
affect the legality, validity, binding effect or enforceability of the Credit
Agreement or any of the Notes or the consummation of the transactions
contemplated thereby.

            The opinions set forth above are subject to the following
qualifications:

      (a) Our opinion in paragraph 4 above is subject to the effect of any
applicable bankruptcy, insolvency (including, without limitation, all laws
relating to fraudulent transfers), reorganization, moratorium or similar law
affecting creditors' rights generally.

      (b) Our opinion in paragraph 4 above is subject to the effect of general
principles of equity, including, without limitation, concepts of materiality,
reasonableness, good faith and fair dealing (regardless of whether considered in
a proceeding in equity or at law).

      (c) We express no opinion as to (i) Section 2.14 of the Credit Agreement
insofar as it provides that any Lender purchasing a participation from another
Lender pursuant thereto may exercise set-off or similar rights with respect to
such participation, and (ii) the effect of the law of any jurisdiction other
than the State of New York wherein any Lender may be located or wherein
enforcement of the Credit Agreement or the Notes may be sought that limits the
rates of interest legally chargeable or collectible.

      (d) Whenever our opinion with respect to the existence or absence of facts
is qualified by the use of the phrase "To the best of our knowledge", it is
intended to indicate that no information has come to the attention of lawyers
currently in our Firm who have worked on the transactions contemplated by the
Credit Agreement or having primary responsibility for our representation of the
Borrower which would give us actual knowledge of the existence or absence of
such facts.

      This opinion is solely for the benefit of the addressees hereof for use in
connection with the transactions contemplated by the Credit Agreement. This
opinion letter may not be relied upon by you or any Person or entity for any
other purpose, or relied upon by any other Person, without our prior written
consent, except that a copy of this opinion letter may be delivered by any of
you to any Person that becomes a Lender in accordance with the provisions of the
Credit Agreement. Any such Lender may rely on the opinions expressed above as if
this opinion letter were addressed and delivered to such Lender on the date
hereof.

                                       68
<PAGE>

                                       Very truly yours,

                                       69
<PAGE>

                                                           EXHIBIT D-2 - FORM OF
                                                          OPINION OF THE GENERAL
                                                          COUNSEL OF THE COMPANY

                                         __________, 2003

To each of the Lenders parties
  to the Three Year Credit Agreement
  dated as of October 24, 2003 among
  Rohm and Haas Company, said
  Lenders, Citigroup Global Markets
  Inc., as lead arranger and bookrunner, Wachovia Capital Markets, LLC,
  as Syndication
  Agent, and Citibank, N.A., as
  Agent for said Lenders, and to
  Citibank, N.A., as Agent

                              Rohm and Haas Company

Ladies and Gentlemen:

            This opinion is furnished to you pursuant to Section 3.01(g)(v) of
the Three Year Credit Agreement, dated as of October 24, 2003 (the "Credit
Agreement"), among Rohm and Haas Company (the "Borrower"), the Designated
Subsidiaries (as defined in the Credit Agreement) from time to time party
thereto, the Lenders parties thereto, Citigroup Global Markets Inc., as lead
arranger and bookrunner, and Citibank, N.A., as Agent for said Lenders, and
Wachovia Capital Markets, LLC, as Syndication Agent. Terms defined in the Credit
Agreement are used herein as therein defined.

            I am the general counsel of the Borrower and have acted in such
capacity in connection with the preparation, execution and delivery of the
Credit Agreement.

            In that connection, I (or other attorneys within the Borrower's
legal department) have examined:

      (1)   The Credit Agreement.

      (2)   The documents furnished by the Borrower pursuant to Article III of
the Credit Agreement.

      (3)   The Certificate of Incorporation of the Borrower and all amendments
thereto (the "Charter").

      (4)   The by-laws of the Borrower and all amendments thereto (the
"By-laws").

      (5)   A certificate of the Secretary of State of Delaware, dated
_______________, 2003, attesting to the continued corporate existence and good
standing of the Borrower in that State.

I (or other attorneys within the Borrower's legal department) have also examined
the originals, or copies certified to our satisfaction, of the documents listed
in a certificate of the chief financial officer of the Borrower, dated the date
hereof (the "Certificate"), certifying that the documents listed in such
certificate are all of the indentures, loan or credit agreements, leases,
guarantees, mortgages, security agreements, bonds, notes and other agreements or
instruments, and all of the orders, writs, judgments, awards, injunctions and
decrees, that affect or purport to affect the Borrower's right to borrow money
or the Borrower's obligations under the Credit Agreement or the Notes. In
addition, I (or such other attorneys) have examined the originals, or copies
certified to our satisfaction, of such other corporate records of the Borrower,
certificates of public officials and of officers of the Borrower, and
agreements,

                                       70
<PAGE>

instruments and other documents, as I have deemed necessary as a basis for the
opinions expressed below. As to questions of fact material to such opinions, I
have, when relevant facts were not independently established by us, relied upon
certificates of the Borrower or its officers or of public officials. I have
assumed the due execution and delivery, pursuant to due authorization, of the
Credit Agreement by the Initial Lenders and the Agent.

            My opinions expressed below are limited to the law of the
Commonwealth of Pennsylvania, the General Corporation Law of the State of
Delaware and the Federal law of the United States.

            Based upon the foregoing and upon such investigation as I have
deemed necessary, I am of the following opinion:

      1. The execution, delivery and performance by the Borrower of the Credit
Agreement and the Notes, and the consummation of the transactions contemplated
thereby, do not contravene any contractual or legal restriction contained in any
document listed in the Certificate or, to the best of my knowledge, contained in
any other similar document.

      2. No authorization, approval or other action by, and no notice to or
filing with, any person or entity party to any of the agreements or documents
listed in the Certificate is required for the due execution, delivery and
performance by the Borrower of the Credit Agreement and the Notes[, except for
the authorizations, approvals, actions, notices and filings listed on Schedule
4.01(c) to the Credit Agreement, all of which have been duly obtained, taken,
given or made and are in full force and effect].

      3. To the best of my knowledge, there are no pending or overtly threatened
actions or proceedings against the Borrower or any of its Subsidiaries before
any court, governmental agency or arbitrator that purport to affect the
legality, validity, binding effect or enforceability of the Credit Agreement or
any of the Notes or the consummation of the transactions contemplated thereby or
that, during the term of the Credit Agreement, are likely to have a materially
adverse effect upon the financial condition or operations of the Borrower and
its Subsidiaries taken as a whole.

      This opinion is solely for the benefit of the addressees hereof for use in
connection with the transactions contemplated by the Credit Agreement. This
opinion letter may not be relied upon by you or any Person or entity for any
other purpose, or relied upon by any other Person, without my prior written
consent, except that a copy of this opinion letter may be delivered by any of
you to any Person that becomes a Lender in accordance with the provisions of the
Credit Agreement. Any such Lender may rely on the opinions expressed above as if
this opinion letter were addressed and delivered to such Lender on the date
hereof.

                                Very truly yours,

                                       71
<PAGE>

                                                             EXHIBIT E - FORM OF
                                                              DESIGNATION LETTER

                                                  [DATE]

To each of the Lenders parties
  to the Credit Agreement (as
  defined below), to Citigroup Global
  Markets Inc., as lead arranger and bookrunner, to
  Wachovia Capital Markets, LLC, as Syndication
  Agent, and to Citibank, N.A., as
  Agent for such Lenders

Ladies and Gentlemen:

            Reference is made to the Three Year Credit Agreement dated as of
October 24, 2003 among Rohm and Haas Company (the "Company"), the Designated
Subsidiaries (as defined in the Credit Agreement) from time to time party
thereto, the Lenders named therein, Citigroup Global Markets Inc., as lead
arranger and bookrunner, Wachovia Capital Markets, LLC, as Syndication Agent,
and Citibank, N.A., as Agent for said Lenders (the "Credit Agreement"). Terms
used herein and defined in the Credit Agreement shall have the respective
meanings ascribed to such terms in the Credit Agreement.

            Please be advised that the Company hereby designates [Name of
Subsidiary] ("Designated Subsidiary") as a "Borrower" under and for all purposes
of the Credit Agreement.

            Designated Subsidiary, in consideration of each Lender's agreement
to extend credit to it under and on the terms and conditions set forth in the
Credit Agreement, does hereby assume each of the obligations imposed upon a
"Borrower" under the Credit Agreement and agrees to be bound by the terms and
conditions of the Credit Agreement. In furtherance of the foregoing, Designated
Subsidiary hereby represents and warrants to each Lender as follows:

            1. Designated Subsidiary is a corporation duly incorporated, validly
      existing and in good standing under the laws of _______________. The
      address and taxpayer identification number, if any, of Designated
      Subsidiary are set forth below its name on the signature page hereof.

            2. The execution, delivery and performance by Designated Subsidiary
      of this Designation Letter, the Credit Agreement and the Notes to be
      delivered by it and the consummation of the transactions contemplated
      thereby, are within Designated Subsidiary's corporate powers, have been
      duly authorized by all necessary corporate action, and do not contravene
      (i) Designated Subsidiary's certificate of incorporation or by-laws or
      (ii) law or any contractual restriction binding on or affecting Designated
      Subsidiary.

            3. No authorization or approval or other action by, and no notice to
      or filings with, any governmental authority or regulatory body or any
      other third party is required for the due execution, delivery and
      performance by Designated Subsidiary of this Designation Letter, the
      Credit Agreement or the Notes, to be delivered by it, except for those
      authorizations, approvals, actions, notices and filings that have been
      obtained, taken, given or made and are in full force and effect.

            4. This Designation Letter and each of the Notes to be delivered by
      it when delivered, will have been duly executed and delivered, and this
      Designation Letter, the Credit Agreement and each of the Notes when
      delivered, will constitute a legal, valid and binding obligation of
      Designated Subsidiary enforceable against Designated Subsidiary in
      accordance with their respective terms.

            5. There is no pending or threatened action, suit, investigation,
      litigation or proceeding including, without limitation, any Environmental
      Action, affecting Designated Subsidiary or any of its Subsidiaries before
      any court, governmental agency or arbitrator that (i) during the term of
      the Credit Agreement, could be reasonably likely to have a Material
      Adverse Effect, or (ii) purports to affect the

                                       72
<PAGE>

legality, validity or enforceability of this Designation Letter, the Credit
Agreement or any Note or the consummation of the transactions contemplated
thereby.

      6. The Designated Borrower is not engaged in the business of extending
credit for the purpose of purchasing or carrying margin stock (within the
meaning of Regulation U issued by the Board of Governors of the Federal Reserve
System), and no proceeds of any Advance will be used to purchase or carry any
margin stock in violation of Regulation U or to extend credit to others for the
purpose of purchasing or carrying any margin stock.

      7. The Designated Subsidiary 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.

      8. Since December 31, 2002, there has been no Material Adverse Change with
respect to Designated Subsidiary.

                                          Very truly yours,

                                          ROHM AND HAAS COMPANY

                                          By ___________________________________
                                              Name:
                                              Title:

                                          [DESIGNATED SUBSIDIARY]

                                          By ___________________________________
                                              Name:
                                              Title:

                                             [Address/Tax ID Number, if any]

                                       73
<PAGE>

                                                                  EXECUTION COPY

                                U.S. $500,000,000

                           THREE YEAR CREDIT AGREEMENT

                          Dated as of October 24, 2003

                                      Among

                              ROHM AND HAAS COMPANY
                                   as Borrower

                                       and

                        THE INITIAL LENDERS NAMED HEREIN

                               as Initial Lenders

                                       and

                                 CITIBANK, N.A.

                             as Administrative Agent

                                       and

                          WACHOVIA CAPITAL MARKETS, LLC

                              as Syndication Agent

                                       and

                          CITIGROUP GLOBAL MARKETS INC.

                         as Lead Arranger and Bookrunner

                                       74
<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                             Page
                                                                                                             ----
<S>                                                                                                          <C>
ARTICLE I

        SECTION 1.01.  Certain Defined Terms............................................................       1

        SECTION 1.02.  Computation of Time Periods......................................................      12

        SECTION 1.03.  Accounting Terms.................................................................      12

ARTICLE II

        SECTION 2.01.  The Revolving Credit Advances....................................................      12

        SECTION 2.02.  Making the Revolving Credit Advances.............................................      13

        SECTION 2.03.  The Competitive Bid Advances.....................................................      14

        SECTION 2.04.  Fees.............................................................................      17

        SECTION 2.05.  Termination or Reduction of the Commitments......................................      18

        SECTION 2.06.  Repayment of Revolving Credit Advances...........................................      18

        SECTION 2.07.  Interest on Revolving Credit Advances............................................      18

        SECTION 2.08.  Interest Rate Determination......................................................      18

        SECTION 2.09.  Prepayments of Revolving Credit Advances.........................................      20

        SECTION 2.10.  Increased Costs..................................................................      20

        SECTION 2.11.  Illegality.......................................................................      21

        SECTION 2.12.  Payments and Computations........................................................      21

        SECTION 2.13.  Taxes............................................................................      22

        SECTION 2.14.  Sharing of Payments, Etc.........................................................      24

        SECTION 2.15.  Evidence of Debt.................................................................      25

        SECTION 2.16.  Use of Proceeds..................................................................      25

        SECTION 2.17.  Extension of Termination Date....................................................      25

ARTICLE III

        SECTION 3.01.  Conditions Precedent to Effectiveness of Sections 2.01 and 2.03..................      27

        SECTION 3.02.  Condition Precedent to Initial Advances to the Designated Subsidiaries...........      28

        SECTION 3.03.  Conditions Precedent to Each Revolving Credit Borrowing and Extension Date.......      29
</TABLE>

                                      100
<PAGE>

<TABLE>
<S>                                                                                                           <C>
        SECTION 3.04.  Conditions Precedent to Each Competitive Bid Borrowing...........................      29

        SECTION 3.05.  Determinations Under Section 3.01................................................      29

ARTICLE IV

        SECTION 4.01.  Representations and Warranties of the Borrowers..................................      30

ARTICLE V

        SECTION 5.01.  Affirmative Covenants............................................................      31

        SECTION 5.02.  Negative Covenants...............................................................      33

        SECTION 5.03.  Financial Covenant...............................................................      35

ARTICLE VI

        SECTION 6.01.  Events of Default................................................................      35

ARTICLE VII

        SECTION 7.01.  Guaranty; Limitation of Liability................................................      36

        SECTION 7.02.  Guaranty Absolute................................................................      37

        SECTION 7.03.  Waivers and Acknowledgments......................................................      38

        SECTION 7.04.  Subrogation......................................................................      38

        SECTION 7.05.  Continuing Guaranty; Assignments.................................................      38

ARTICLE VIII

        SECTION 8.01.  Authorization and Action.........................................................      39

        SECTION 8.02.  Agent's Reliance, Etc............................................................      39

        SECTION 8.03.  Citibank and Affiliates..........................................................      39

        SECTION 8.04.  Lender Credit Decision...........................................................      39

        SECTION 8.05.  Indemnification..................................................................      40

        SECTION 8.06.  Successor Agent..................................................................      40

        SECTION 8.07.  Sub-Agent........................................................................      40

        SECTION 8.08.  Other Agents.....................................................................      40

ARTICLE IX

        SECTION 9.01.  Amendments, Etc..................................................................      40
</TABLE>

                                      101
<PAGE>

<TABLE>
<S>                                                                                                           <C>
        SECTION 9.02.  Notices, Etc.....................................................................      41

        SECTION 9.03.  No Waiver; Remedies..............................................................      42

        SECTION 9.04.  Costs and Expenses...............................................................      42

        SECTION 9.05.  Right of Set-off.................................................................      43

        SECTION 9.06.  Binding Effect...................................................................      43

        SECTION 9.07.  Assignments and Participations...................................................      43

        SECTION 9.08.  Designation of Borrowers.........................................................      45

        SECTION 9.09.  Confidentiality..................................................................      45

        SECTION 9.10.  Governing Law....................................................................      45

        SECTION 9.11.  Execution in Counterparts........................................................      45

        SECTION 9.12.  Judgment.........................................................................      45

        SECTION 9.13.  Jurisdiction, Etc................................................................      46

        SECTION 9.14.  Substitution of Currency.........................................................      46

        SECTION 9.15.  Power of Attorney................................................................      46

        SECTION 9.16.  Waiver of Jury Trial.............................................................      47
</TABLE>

Schedules

Schedule I - List of Applicable Lending Offices

Schedule 4.01(c) - Required Authorizations and Approvals

Schedule 5.02(a) - Existing Liens

Exhibits

Exhibit A-1    -    Form of Revolving Credit Note

Exhibit A-2    -    Form of Competitive Bid Note

Exhibit B-1    -    Form of Notice of Revolving Credit Borrowing

Exhibit B-2    -    Form of Notice of Competitive Bid Borrowing

Exhibit C      -    Form of Assignment and Acceptance

Exhibit D-1    -    Form of Opinion of Morgan, Lewis & Bockius LLP, Counsel for
                    the Company

Exhibit D-2    -    Form of Opinion of Robert P. Vogel, General Counsel of the
                    Company

                                      102
<PAGE>

Exhibit E      -    Form of Designation Letter

                                      103

</TEXT>
</DOCUMENT>
