HILLENBRAND INDUSTRIES INC
THREE-YEAR CREDIT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.13
<SEQUENCE>5
<FILENAME>c71121exv10w13.txt
<DESCRIPTION>THREE-YEAR CREDIT AGREEMENT
<TEXT>
<PAGE>

                                                                   EXHIBIT 10.13

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

                           THREE-YEAR CREDIT AGREEMENT

               ($250,000,000 THREE-YEAR REVOLVING CREDIT FACILITY)

                           Dated as of August 2, 2002

                                      among

                          HILLENBRAND INDUSTRIES, INC.,
                                as the Borrower,

                             BANK OF AMERICA, N.A.,
           as Administrative Agent, Swing Line Lender and L/C Issuer,

                               CITICORP USA, INC.,
                              as Syndication Agent,

                                  BANK ONE, NA,
                       LASALLE BANK NATIONAL ASSOCIATION,
                                       and
                            UBS AG, STAMFORD BRANCH,
                             as Documentation Agents

                                       and

                         The Other Lenders Party Hereto

                 -----------------------------------------------
                         BANC OF AMERICA SECURITIES LLC
                                       and
                           SALOMON SMITH BARNEY INC.,
                                       as
                   Joint Lead Arrangers and Joint Bookrunners
                 -----------------------------------------------

================================================================================
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
Section                                                                                          Page

<S>                                                                                              <C>
ARTICLE I DEFINITIONS AND ACCOUNTING TERMS......................................................   1
   Section 1.01    Defined Terms................................................................   1
   Section 1.02    Other Interpretive Provisions................................................  16
   Section 1.03    Accounting Terms.............................................................  17
   Section 1.04    Rounding.....................................................................  17
   Section 1.05    References to Agreements and Laws............................................  17
   Section 1.06    Times of Day.................................................................  18
   Section 1.07    Letter of Credit Amounts.....................................................  18

ARTICLE II THE COMMITMENTS AND CREDIT EXTENSIONS................................................  18
   Section 2.01    Committed Loans..............................................................  18
   Section 2.02    Borrowings, Conversions and Continuations of Committed Loans.................  18
   Section 2.03    Letters of Credit............................................................  20
   Section 2.04    Swing Line Loans.............................................................  26
   Section 2.05    Prepayments..................................................................  29
   Section 2.06    Termination or Reduction of Commitments......................................  29
   Section 2.07    Repayment of Loans...........................................................  30
   Section 2.08    Interest.....................................................................  30
   Section 2.09    Fees.........................................................................  31
   Section 2.10    Computation of Interest and Fees.............................................  32
   Section 2.11    Evidence of Debt.............................................................  32
   Section 2.12    Payments Generally...........................................................  33
   Section 2.13    Sharing of Payments..........................................................  35
   Section 2.14    Increase in Commitments......................................................  35

ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY..............................................  36
   Section 3.01    Taxes........................................................................  36
   Section 3.02    Illegality...................................................................  37
   Section 3.03    Inability to Determine Rates.................................................  37
   Section 3.04    Increased Cost and Reduced Return; Capital Adequacy; Reserves on
                   Eurodollar Rate Loans........................................................  38
   Section 3.05    Funding Losses; Breakage Amount..............................................  38
   Section 3.06    Matters Applicable to all Requests for Compensation..........................  39
   Section 3.07    Survival.....................................................................  40

ARTICLE IV CONDITIONS PRECEDENT TO CREDIT EXTENSIONS............................................  40
   Section 4.01    Conditions of Initial Credit Extension.......................................  40
   Section 4.02    Conditions to all Credit Extensions..........................................  41

ARTICLE V REPRESENTATIONS AND WARRANTIES........................................................  42
   Section 5.01    Existence, Qualification and Power; Compliance with Laws.....................  42
   Section 5.02    Authorization; No Contravention..............................................  42
   Section 5.03    Governmental Authorization; Other Consents...................................  43
   Section 5.04    Binding Effect...............................................................  43
   Section 5.05    Financial Statements; No Material Adverse Effect.............................  43
</TABLE>


                                       i
<PAGE>
<TABLE>
<CAPTION>
<S>                                                                                              <C>
   Section 5.06    Litigation...................................................................  43
   Section 5.07    No Default...................................................................  43
   Section 5.08    Liens........................................................................  44
   Section 5.09    Environmental Compliance.....................................................  44
   Section 5.10    Insurance....................................................................  44
   Section 5.11    Taxes........................................................................  44
   Section 5.12    ERISA Compliance.............................................................  44
   Section 5.13    Subsidiaries.................................................................  45
   Section 5.14    Margin Regulations; Investment Company Act; Public Utility
                    Holding Company Act.........................................................  45
   Section 5.15    Disclosure...................................................................  45
   Section 5.16    Compliance with Laws.........................................................  45

ARTICLE VI AFFIRMATIVE COVENANTS................................................................  46
   Section 6.01    Financial Statements.........................................................  46
   Section 6.02    Certificates; Other Information..............................................  46
   Section 6.03    Notices......................................................................  47
   Section 6.04    Payment of Obligations.......................................................  48
   Section 6.05    Preservation of Existence, Etc...............................................  48
   Section 6.06    Maintenance of Properties....................................................  48
   Section 6.07    Maintenance of Insurance.....................................................  48
   Section 6.08    Compliance with Laws.........................................................  48
   Section 6.09    Books and Records............................................................  48
   Section 6.10    Inspection Rights............................................................  49
   Section 6.11    Use of Proceeds..............................................................  49

ARTICLE VII NEGATIVE COVENANTS..................................................................  49
   Section 7.01    Liens........................................................................  49
   Section 7.02    Acquisitions.................................................................  50
   Section 7.03    Indebtedness.................................................................  50
   Section 7.04    Fundamental Changes..........................................................  51
   Section 7.05    [Intentionally Omitted]......................................................  52
   Section 7.06    Restricted Payments..........................................................  52
   Section 7.07    Change in Nature of Business.................................................  52
   Section 7.08    Transactions with Affiliates.................................................  52
   Section 7.09    Burdensome Agreements........................................................  52
   Section 7.10    Use of Proceeds..............................................................  52
   Section 7.11    Total Debt to Total Capitalization Ratio.....................................  53

ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES.....................................................  53
   Section 8.01    Events of Default............................................................  53
   Section 8.02    Remedies Upon Event of Default...............................................  55
   Section 8.03    Application of Funds.........................................................  55

ARTICLE IX ADMINISTRATIVE AGENT.................................................................  56
   Section 9.01    Appointment and Authorization of Administrative Agent........................  56
   Section 9.02    Delegation of Duties.........................................................  57
   Section 9.03    Liability of Administrative Agent............................................  57
   Section 9.04    Reliance by Administrative Agent.............................................  57
   Section 9.05    Notice of Default............................................................  58
</TABLE>


                                       ii
<PAGE>
<TABLE>
<CAPTION>
<S>                                                                                              <C>
   Section 9.06    Credit Decision; Disclosure of Information by Administrative Agent...........  58
   Section 9.07    Indemnification of Administrative Agent......................................  58
   Section 9.08    Administrative Agent in its Individual Capacity..............................  59
   Section 9.09    Successor Administrative Agent...............................................  59
   Section 9.10    Administrative Agent May File Proofs of Claim................................  60
   Section 9.11    Other Agents; Arrangers and Managers.........................................  60

ARTICLE X MISCELLANEOUS.........................................................................  61
   Section 10.01   Amendments, Etc..............................................................  61
   Section 10.02   Notices and Other Communications; Facsimile Copies...........................  62
   Section 10.03   No Waiver; Cumulative Remedies...............................................  63
   Section 10.04   Attorney Costs, Expenses and Taxes...........................................  63
   Section 10.05   Indemnification by the Borrower..............................................  63
   Section 10.06   Payments Set Aside...........................................................  64
   Section 10.07   Successors and Assigns.......................................................  64
   Section 10.08   Confidentiality..............................................................  67
   Section 10.09   Set-off......................................................................  68
   Section 10.10   Interest Rate Limitation.....................................................  68
   Section 10.11   Counterparts.................................................................  68
   Section 10.12   Integration..................................................................  68
   Section 10.13   Survival of Representations and Warranties...................................  69
   Section 10.14   Severability.................................................................  69
   Section 10.15   Tax Forms....................................................................  69
   Section 10.16   Governing Law................................................................  70
   Section 10.17   Waiver of Right to Trial by Jury.............................................  71
</TABLE>

SIGNATURES.................................................................  S-1


                                      iii
<PAGE>
SCHEDULES
     Omitted

EXHIBITS
     FORM OF
     A-1      Committed Loan Notice
     A-2      Request for Alternative Rate
     B        Swing Line Loan Notice
     C        Note
     D        Compliance Certificate
     E        Assignment and Assumption
     F        Opinion Matters
     G        Joinder


                                       iv
<PAGE>
                           THREE-YEAR CREDIT AGREEMENT

         This THREE-YEAR CREDIT AGREEMENT ("Agreement") is entered into as of
August 2, 2002, among HILLENBRAND INDUSTRIES, INC., an Indiana corporation (the
"Borrower"), each lender from time to time party hereto (collectively, the
"Lenders" and individually, a "Lender"), BANK OF AMERICA, N.A., as
Administrative Agent, Swing Line Lender, Alternative Rate Lender and L/C Issuer,
CITICORP USA, INC., as Syndication Agent, and BANK ONE, NA, LASALLE BANK
NATIONAL ASSOCIATION and UBS AG, STAMFORD BRANCH, as Documentation Agents.

         The Borrower has requested that the Lenders provide revolving credit
facilities under this Agreement and the 364-Day Facility (as defined below), and
the Lenders are willing to do so on the terms and conditions set forth herein.

         In consideration of the mutual covenants and agreements herein
contained, the parties hereto covenant and agree as follows:

                                   ARTICLE I
                        DEFINITIONS AND ACCOUNTING TERMS

         SECTION 1.01    DEFINED TERMS. As used in this Agreement, the
following terms shall have the meanings set forth below:

         "10-K" means the Borrower's 10-K filing with the SEC for the year ended
December 1, 2001.

         "10-Q" means the Borrower's 10-Q filing with the SEC for the quarter
ended March 31, 2002.

         "364-Day Facility" means the 364-Day Credit Agreement ($250,000,000
364-Day Revolving Credit Facility) dated as of the date hereof among the
Borrower, the lenders party thereto, Bank of America, as administrative agent
and alternative rate lender, Citicorp USA, as syndication agent, Bank One, NA,
LaSalle Bank National Association and UBS AG, Stamford Branch, as Documentation
Agents, providing for a $250,000,000 revolving credit facility for a 364-day
period, as amended and extended from time to time.

         "Administrative Agent" means Bank of America in its capacity as
administrative agent under any of the Loan Documents, or any successor
administrative agent.

         "Administrative Agent's Office" means the Administrative Agent's
address and, as appropriate, account as set forth on Schedule 10.02, or such
other address or account as the Administrative Agent may from time to time
notify the Borrower and the Lenders.

         "Administrative Questionnaire" means an Administrative Questionnaire in
a form supplied by the Administrative Agent.

         "Affiliate" means, with respect to any Person, another Person that
directly, or indirectly through one or more intermediaries, Controls or is
Controlled by or is under common Control with the Person specified. "Control"
means the possession, directly or indirectly, of the power to direct or cause
the direction of the management or policies of a Person, whether through the
ability to exercise voting power, by contract or otherwise. "Controlling",
"Controls" and "Controlled" have meanings correlative thereto. Without limiting
the generality of the foregoing, a Person shall be deemed to be Controlled by
<PAGE>
another Person if such other Person possesses, directly or indirectly, power to
vote 10% or more of the securities having ordinary voting power for the election
of directors, managing general partners or the equivalent.

         "Agent-Related Persons" means the Administrative Agent, together with
its Affiliates (including, in the case of Bank of America in its capacity as the
Administrative Agent and Banc of America Securities in its capacity as a Joint
Lead Arranger), and the officers, directors, employees, agents and
attorneys-in-fact of such Persons and Affiliates.

         "Aggregate Commitments" means the Commitments of all the Lenders.

         "Agreement" means this Three-Year Credit Agreement, as the same may be
amended, amended and restated, supplemented or otherwise modified from time to
time.

         "Alternative Rate" means a rate of interest for all or any part of a
Committed Loan agreed to between the Alternative Rate Lender and the Borrower
pursuant to Section 2.02(g) of this Agreement.

         "Alternative Rate Agreement" means, with respect to any Committed Loan
or any portion thereof (including continuations thereof to successive Interest
Periods of like duration during the applicable Alternative Rate Period), an
agreement between the Borrower and the Alternative Rate Lender pursuant to
Section 2.02(g) of this Agreement that the Borrower's interest payment
obligation with respect to such Committed Loan (including continuations thereof)
during the Alternative Rate Period shall be to pay interest at the Alternative
Rate rather than at the Base Rate or the Eurodollar Rate otherwise applicable to
such Committed Loan.

         "Alternative Rate Lender" means Bank of America in its capacity as
party to an Alternative Rate Agreement with the Borrower pursuant to Section
2.02(g) of this Agreement.

         "Alternative Rate Period" means, with respect to any Committed Loan
subject to an Alternative Rate Agreement, the stated duration of such
Alternative Rate Agreement.

         "Applicable Rate" means, from time to time, the following percentages
per annum, based upon the Debt Rating as set forth below:

<TABLE>
<CAPTION>
-----------------------------------------------------------------
                        Applicable Rate
-----------------------------------------------------------------
                                              Eurodollar Rate +
 Pricing     Debt Ratings                   ---------------------
  Level      S&P/Moody's       Facility Fee    Letters of Credit
-----------------------------------------------------------------
<S>       <C>                  <C>          <C>
----------------------------------------------------------------
    1       ****Aa3/AA-            .06%              .19%
-----------------------------------------------------------------
    2     ****A1/A+ *Aa3/AA-       .08%              .22%
-----------------------------------------------------------------
    3     ****A2/A *A1/A+          .10%              .25%
-----------------------------------------------------------------
    4     ****A3/A- *A2/A          .125%             .275%
-----------------------------------------------------------------
    5          *A3/A-              .15%              .35%
-----------------------------------------------------------------
</TABLE>

   *  Represents for less than.
****  Represents for greater than or equal to.

         "Debt Rating" means, as of any date of determination, the rating as
         determined by either S&P or Moody's (collectively, the "Debt Ratings")
         of the Borrower's non-credit-enhanced, senior unsecured long-term debt;
         provided that if a Debt Rating is issued by each of the foregoing
         rating agencies, then the higher of such Debt Ratings shall apply (with
         the Debt Rating for Pricing


                                       2
<PAGE>
         Level 1 being the highest and the Debt Rating for Pricing Level 5 being
         the lowest), unless there is a split in Debt Ratings of more than one
         level, in which case the Pricing Level that is one level higher than
         the Pricing Level of the lower Debt Rating shall apply.

         Initially, the Applicable Rate shall be determined based upon the Debt
Rating specified in the certificate delivered pursuant to Section 4.01(a)(vii).
Thereafter, each change in the Applicable Rate resulting from a publicly
announced change in the Debt Rating shall be effective during the period
commencing on the date of the public announcement thereof and ending on the date
immediately preceding the effective date of the next such change.

         "Approved Fund" has the meaning specified in Section 10.07(g).

         "Assignment and Assumption" means an Assignment and Assumption
substantially in the form of Exhibit E.

         "Attorney Costs" means and includes all reasonable fees, expenses and
disbursements of any law firm or other external counsel and, without
duplication, the reasonable allocated cost of internal legal services and all
reasonable expenses and disbursements of internal counsel.

         "Attributable Indebtedness" means, on any date, (a) in respect of any
capital lease of any Person, the capitalized amount thereof that would appear on
a balance sheet of such Person prepared as of such date in accordance with GAAP,
and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of
the remaining lease payments under the relevant lease that would appear on a
balance sheet of such Person prepared as of such date in accordance with GAAP if
such lease were accounted for as a capital lease.

         "Audited Financial Statements" means the audited consolidated balance
sheet of the Borrower and its Subsidiaries as filed in the 10-K, and the related
consolidated statements of income or operations, shareholders' equity and cash
flows for such fiscal year of the Borrower and its Subsidiaries, including the
notes thereto.

         "Availability Period" means the period from and including the Closing
Date to the earliest of (a) the Maturity Date, (b) the date of termination of
the Aggregate Commitments pursuant to Section 2.06 and (c) the date of
termination of the commitment of each Lender to make Loans and of the obligation
of the L/C Issuer to make L/C Credit Extensions pursuant to Section 8.02.

         "Banc of America Securities" means Banc of America Securities LLC and
its successors.

         "Bank of America" means Bank of America, N.A. and its successors.

         "Base Rate" means for any day a fluctuating rate per annum equal to the
higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest
in effect for such day as publicly announced from time to time by Bank of
America as its "prime rate." The "prime rate" is a rate set by Bank of America
based upon various factors including Bank of America's costs and desired return,
general economic conditions and other factors, and is used as a reference point
for pricing some loans, which may be priced at, above, or below such announced
rate. Any change in such rate announced by Bank of America shall take effect at
the opening of business on the day specified in the public announcement of such
change.

         "Base Rate Committed Loan" means a Committed Loan that is a Base Rate
Loan.


                                       3
<PAGE>
         "Base Rate Loan" means a Loan that bears interest based on the Base
Rate.

         "Borrower" has the meaning specified in the introductory paragraph
hereto.

         "Borrowing" means a Committed Borrowing or a Swing Line Borrowing, as
the context may require.

         "Breakage Amount" means the amount of any loss (excluding loss of
anticipated profits), cost or expense incurred by the Alternative Rate Lender
(as calculated by it in a commercially reasonable manner, in connection with
which the Alternative Rate Lender may use any reasonable averaging or
attribution methods) as a result of its termination of, or acquisition of an
offsetting position with respect to, all or any portion of any funding or other
hedging arrangement entered into by the Alternative Rate Lender in whole or in
part in connection with an Alternative Rate Agreement. If the Breakage Amount
calculated by the Alternative Rate Lender is a positive number, then such amount
shall be payable by the Borrower pursuant to Sections 2.05(a) and 3.05(b) of
this Agreement.

         "Business Day" means any day other than a Saturday, Sunday or other day
on which commercial banks are authorized to close under the Laws of, or are in
fact closed in, the state where the Administrative Agent's Office is located
and, if such day relates to any Eurodollar Rate Loan, means any such day on
which dealings in Dollar deposits are conducted by and between banks in the
London interbank eurodollar market.

         "Cash Collateralize" has the meaning specified in Section 2.03(g).

         "Change of Control" means, with respect to any Person, an event or
series of events by which:

                  (a)      any "person" or "group" (as such terms are used in
         Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but
         excluding any employee benefit plan of such person or its subsidiaries,
         and any person or entity acting in its capacity as trustee, agent or
         other fiduciary or administrator of any such plan) other than any
         member or members of the Hillenbrand Family Group becomes the
         "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the
         Securities Exchange Act of 1934, except that a person or group shall be
         deemed to have "beneficial ownership" of all securities that such
         person or group has the right to acquire (such right, an "option
         right"), whether such right is exercisable immediately or only after
         the passage of time), directly or indirectly, of 30% or more of the
         equity securities of such Person entitled to vote for members of the
         board of directors or equivalent governing body of such Person on a
         fully-diluted basis (and taking into account all such securities that
         such person or group has the right to acquire pursuant to any option
         right); or

                  (b)      during any period of 12 consecutive months, a
         majority of the members of the board of directors or other equivalent
         governing body of such Person cease (other than by reason of death) to
         be composed of individuals (i) who were members of that board or
         equivalent governing body on the first day of such period, (ii) whose
         election or nomination to that board or equivalent governing body was
         approved by individuals referred to in clause (i) above constituting at
         the time of such election or nomination at least a majority of that
         board or equivalent governing body or (iii) whose election or
         nomination to that board or other equivalent governing body was
         approved by individuals referred to in clauses (i) and (ii) above
         constituting at the time of such election or nomination at least a
         majority of that board or equivalent governing body (excluding, in the
         case of both clause (ii) and clause (iii), any individual whose initial
         nomination for, or assumption of office as, a member of that board or
         equivalent governing body occurs as a result of an actual or threatened
         solicitation of proxies or consents for the election or removal of one
         or more directors by any person or group other than a solicitation for
         the election of one or more directors by or on behalf of the board of
         directors).


                                       4
<PAGE>
         "Citicorp USA" means Citicorp USA, Inc. and its successors.

         "Closing Date" means the first date all the conditions precedent in
Section 4.01 are satisfied or waived in accordance with Section 4.01 (or, in the
case of Section 4.01(b), waived by the Person entitled to receive the applicable
payment).

         "Code" means the Internal Revenue Code of 1986.

         "Collateral Account" has the meaning specified in Section 2.03(g).

         "Commitment" means, as to each Lender, its obligation to (a) make
Committed Loans to the Borrower pursuant to Section 2.01, (b) purchase
participations in L/C Obligations, and (c) purchase participations in Swing Line
Loans, in an aggregate principal amount at any one time outstanding not to
exceed the amount set forth opposite such Lender's name on Schedule 2.01 or in
the Assignment and Assumption pursuant to which such Lender becomes a party
hereto, as applicable, as such amount may be adjusted from time to time in
accordance with this Agreement.

         "Commitment Letter" means the letter agreement, dated June 7, 2002,
among the Borrower, Bank of America, Citicorp USA and the Joint Lead Arrangers.

         "Committed Borrowing" means a borrowing consisting of simultaneous
Committed Loans of the same Type and, in the case of Eurodollar Rate Loans,
having the same Interest Period made by each of the Lenders pursuant to Section
2.01.

         "Committed Loan" has the meaning specified in Section 2.01.

         "Committed Loan Notice" means a notice of (a) a Committed Borrowing,
(b) a conversion of Committed Loans from one Type to the other, or (c) a
continuation of Eurodollar Rate Loans, pursuant to Section 2.02(a), which, if in
writing, shall be substantially in the form of Exhibit A-1.

         "Compensation Period" has the meaning specified in Section 2.12(c)(ii).

         "Compliance Certificate" means a certificate substantially in the form
of Exhibit D.

         "Consolidated Total Capitalization" means, as of any date of
determination, the sum of (i) Consolidated Total Debt and (ii) Shareholders'
Equity of the Borrower and its Subsidiaries, calculated on a consolidated basis.

         "Consolidated Total Debt" means Indebtedness of the Borrower and its
Subsidiaries, calculated on a consolidated basis.

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

         "Control" has the meaning specified in the definition of "Affiliate."

         "Credit Extension" means each of the following: (a) a Borrowing and (b)
an L/C Credit Extension.


                                       5
<PAGE>
         "Debt Rating" has the meaning specified in the definition of
"Applicable Rate."

         "Debtor Relief Laws" means the Bankruptcy Code of the United States,
and all other liquidation, conservatorship, bankruptcy, assignment for the
benefit of creditors, moratorium, rearrangement, receivership, insolvency,
reorganization, or similar debtor relief Laws of the United States or other
applicable jurisdictions from time to time in effect and affecting the rights of
creditors generally.

         "Default" means any event or condition that constitutes an Event of
Default or that, with the giving of any notice, the passage of time, or both,
would be an Event of Default.

         "Default Rate" means an interest rate equal to (a) in the case of
Eurodollar Rate Loans, the sum of (i) the Eurodollar Rate for such Loans, plus
(ii) the Applicable Rate applicable to such Loans, plus (iii) 2% per annum, and
(b) in the case of Base Rate Loans and for all other purposes, the sum of (i)
the Base Rate then in effect, plus (ii) 2% per annum.

         "Defaulting Lender" means any Lender that (a) has failed to fund any
portion of the Committed Loans, participations in L/C Obligations or
participations in Swing Line Loans required to be funded by it hereunder within
one Business Day of the date required to be funded by it hereunder, (b) has
otherwise failed to pay over to the Administrative Agent or any other Lender any
other amount required to be paid by it hereunder within one Business Day of the
date when due, unless the subject of a good faith dispute, or (c) has been
deemed insolvent or become the subject of a bankruptcy or insolvency proceeding.

         "Disposition" or "Dispose" means the sale, transfer, license, lease or
other disposition (including any sale and leaseback transaction) of any property
by any Person, including any sale, assignment, transfer or other disposal, with
or without recourse, of any notes or accounts receivable or any rights and
claims associated therewith.

         "Documentation Agents" means Bank One, NA, LaSalle Bank National
Association and UBS AG, Stamford Branch and any successor documentation agents.

         "Dollar" and "$" mean lawful money of the United States.

         "Eligible Assignee" has the meaning specified in Section 10.07(g).

         "Environmental Laws" means any and all Federal, state, local, and
foreign statutes, laws, regulations, ordinances, rules, judgments, orders,
decrees, permits, concessions, grants, franchises, licenses, agreements or
governmental restrictions relating to pollution and the protection of the
environment or the release of any materials into the environment, including
those related to hazardous substances or wastes, air emissions and discharges to
waste or public systems.

         "Environmental Liability" means any liability, contingent or otherwise
(including any liability for damages, costs of environmental remediation, fines,
penalties or indemnities), of the Borrower or any of its Subsidiaries directly
or indirectly resulting from or based upon (a) violation of any Environmental
Law, (b) the generation, use, handling, transportation, storage, treatment or
disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials,
(d) the release or threatened release of any Hazardous Materials into the
environment or (e) any contract, agreement or other consensual arrangement
pursuant to which liability is assumed or imposed with respect to any of the
foregoing.

         "ERISA" means the Employee Retirement Income Security Act of 1974.


                                       6
<PAGE>
         "ERISA Affiliate" means any trade or business (whether or not
incorporated) under common control with the Borrower within the meaning of
Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for
purposes of provisions relating to Section 412 of the Code).

         "ERISA Event" means (a) a Reportable Event with respect to a Pension
Plan; (b) a withdrawal by the Borrower or any ERISA Affiliate from a Pension
Plan subject to Section 4063 of ERISA during a plan year in which it was a
substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation
of operations that is treated as such a withdrawal under Section 4062(e) of
ERISA; (c) a complete or partial withdrawal by the Borrower or any ERISA
Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is
in reorganization; (d) the filing of a notice of intent to terminate, the
treatment of a Plan amendment as a termination under Sections 4041 or 4041A of
ERISA, or the commencement of proceedings by the PBGC to terminate a Pension
Plan or Multiemployer Plan; (e) an event or condition which constitutes grounds
under Section 4042 of ERISA for the termination of, or the appointment of a
trustee to administer, any Pension Plan or Multiemployer Plan; or (f) the
imposition of any liability under Title IV of ERISA, other than for PBGC
premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower
or any ERISA Affiliate.

         "Eurodollar Rate" means for any Interest Period with respect to any
Eurodollar Rate Loan:

                  (a)      the rate per annum equal to the rate determined by
         the Administrative Agent to be the offered rate that appears on
         Telerate Page 3750 (or any successor thereto) that displays an average
         British Bankers Association Interest Settlement Rate for deposits in
         Dollars (for delivery on the first day of such Interest Period) with a
         term equivalent to such Interest Period, determined as of approximately
         11:00 a.m. (London time) two Business Days prior to the first day of
         such Interest Period, or

                  (b)      if the rate referenced in the preceding subsection
         (a) does not appear on such page or service or such page or service
         shall not be available, the rate per annum equal to the rate determined
         by the Administrative Agent to be the offered rate on such other page
         or other service that displays an average British Bankers Association
         Interest Settlement Rate for deposits in Dollars (for delivery on the
         first day of such Interest Period) with a term equivalent to such
         Interest Period, determined as of approximately 11:00 a.m. (London
         time) two Business Days prior to the first day of such Interest Period,
         or

                  (c)      if the rates referenced in the preceding subsections
         (a) and (b) are not available, the rate per annum determined by the
         Administrative Agent as the rate of interest at which deposits in
         Dollars for delivery on the first day of such Interest Period in same
         day funds in the approximate amount of the Eurodollar Rate Loan being
         made, continued or converted by Bank of America and with a term
         equivalent to such Interest Period would be offered by Bank of
         America's London Branch to major banks in the London interbank
         eurodollar market at their request at approximately 4:00 p.m. (London
         time) two Business Days prior to the first day of such Interest Period.

         "Eurodollar Rate Loan" means a Committed Loan that bears interest at a
rate based on the Eurodollar Rate.

         "Event of Default" has the meaning specified in Section 8.01.

         "Federal Funds Rate" means, for any day, the rate per annum equal to
the weighted average of the rates on overnight Federal funds transactions with
members of the Federal Reserve System arranged by Federal funds brokers on such
day, as published by the Federal Reserve Bank on the Business Day next
succeeding such day; provided that (a) if such day is not a Business Day, the
Federal Funds Rate for such day shall be such rate on such transactions on the
next preceding Business Day as so published on the next succeeding Business Day,
and (b) if no such rate is so published on such next succeeding


                                       7
<PAGE>
Business Day, the Federal Funds Rate for such day shall be the average rate
(rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to
Bank of America on such day on such transactions as determined by the
Administrative Agent.

         "Fee Letter" means the letter agreement with respect to certain fees,
dated June 7, 2002, among the Borrower, Bank of America, Citicorp USA, Inc. and
the Joint Lead Arrangers.

         "Foreign Lender" has the meaning specified in Section 10.15(a)(i).

         "FRB" means the Board of Governors of the Federal Reserve System of the
United States.

         "Fund" has the meaning specified in Section 10.07(g).

         "Fundamental Change" has the meaning specified in Section 7.04.

         "GAAP" means generally accepted accounting principles in the United
States set forth in the opinions and pronouncements of the Accounting Principles
Board and the American Institute of Certified Public Accountants and statements
and pronouncements of the Financial Accounting Standards Board or such other
principles as may be approved by a significant segment of the accounting
profession in the United States, that are applicable to the circumstances as of
the date of determination, consistently applied.

         "Governmental Authority" means any nation or government, any state or
other political subdivision thereof, any agency, authority, instrumentality,
regulatory body, court, administrative tribunal, central bank or other entity
exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government.

         "Guarantee" means, as to any Person, (a) any obligation, contingent or
otherwise, of such Person guaranteeing or having the economic effect of
guaranteeing any Indebtedness or other obligation payable or performable by
another Person (the "primary obligor") in any manner, whether directly or
indirectly, and including any obligation of such Person, direct or indirect, (i)
to purchase or pay (or advance or supply funds for the purchase or payment of)
such Indebtedness or other obligation, (ii) to purchase or lease property,
securities or services for the purpose of assuring the obligee in respect of
such Indebtedness or other obligation of the payment or performance of such
Indebtedness or other obligation, (iii) to maintain working capital, equity
capital or any other financial statement condition or liquidity or level of
income or cash flow of the primary obligor so as to enable the primary obligor
to pay such Indebtedness or other obligation, or (iv) entered into for the
purpose of assuring in any other manner the obligee in respect of such
Indebtedness or other obligation of the payment or performance thereof or to
protect such obligee against loss in respect thereof (in whole or in part), or
(b) any Lien on any assets of such Person securing any Indebtedness or other
obligation of any other Person, whether or not such Indebtedness or other
obligation is assumed by such Person. The amount of any Guarantee shall be
deemed to be an amount equal to the stated or determinable amount of the related
primary obligation, or portion thereof, in respect of which such Guarantee is
made or, if not stated or determinable, the maximum reasonably anticipated
liability in respect thereof as determined by the guaranteeing Person in good
faith. The term "Guarantee" as a verb has a corresponding meaning.

         "Hazardous Materials" means all explosive or radioactive substances or
wastes and all hazardous or toxic substances, wastes or other pollutants,
including petroleum or petroleum distillates, asbestos or


                                       8
<PAGE>
asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious
or medical wastes and all other substances or wastes of any nature regulated
pursuant to any Environmental Law.

         "Hillenbrand Family Group" means the descendants of John A. Hillenbrand
and members of such descendants' families and trusts for the benefit of such
Persons.

         "Honor Date" has the meaning specified in Section 2.03(c)(i).

         "Increase Effective Date" has the meaning specified in Section 2.14(b).

         "Indebtedness" means, as to any Person at a particular time, without
duplication, all of the following, whether or not included as indebtedness or
liabilities in accordance with GAAP:

                  (a)      all obligations of such Person for borrowed money and
         all obligations of such Person evidenced by bonds, debentures, notes,
         loan agreements or other similar instruments;

                  (b)      all direct or contingent obligations of such Person
         arising under letters of credit (including standby and commercial),
         bankers' acceptances, bank guaranties, surety bonds, appeal bonds,
         supersedeas bonds and similar instruments;

                  (c)      net obligations of such Person under any Swap
         Contract;

                  (d)      all obligations of such Person to pay the deferred
         purchase price of property or services (other than trade accounts
         payable in the ordinary course of business and, except for those being
         contested in good faith, not past due for more than 60 days after the
         date on which each such trade payable or account payable was created);

                  (e)      indebtedness (excluding prepaid interest thereon)
         secured by a Lien on property owned or being purchased by such Person
         (including indebtedness arising under conditional sales or other title
         retention agreements), whether or not such indebtedness shall have been
         assumed by such Person or is limited in recourse;

                  (f)      capital leases and Synthetic Lease Obligations; and

                  (g)      all Guarantees of such Person in respect of any of
         the foregoing.

         For all purposes hereof, the Indebtedness of any Person shall include
the Indebtedness of any partnership or joint venture (other than a joint venture
that is itself a corporation, limited liability company or other limited
liability entity) in which such Person is a general partner or a joint venturer,
unless such Indebtedness is expressly made non-recourse to such Person. The
amount of any net obligation under any Swap Contract on any date shall be deemed
to be the Swap Termination Value thereof as of such date. The amount of any
capital lease or Synthetic Lease Obligation as of any date shall be deemed to be
the amount of Attributable Indebtedness in respect thereof as of such date.

         For purposes of calculations under Section 7.11, the Indebtedness of
any Person shall include, without duplication, (a) any appeal bonds and
supersedeas bonds, (b) any collateralization or reimbursement obligations
required in connection with any such bonds in the form of a letter of credit or
otherwise and (c) the amounts of any judgments or decrees, in each case, in
excess of cash, cash equivalents and short term investments on the most recent
balance sheet at the time any such bond is provided or any such judgment or
decree is entered.


                                       9
<PAGE>
         "Indemnified Liabilities" has the meaning specified in Section 10.05.

         "Indemnitees" has the meaning specified in Section 10.05.

         "Information" has the meaning specified in Section 10.08.

         "Interest Payment Date" means, (a) as to any Eurodollar Rate Loan, the
last day of each Interest Period applicable to such Loan and the Maturity Date;
provided, however, that if any Interest Period for a Eurodollar Rate Loan
exceeds three months, the respective dates that fall every three months after
the beginning of such Interest Period shall also be Interest Payment Dates; (b)
as to any Base Rate Loan (including a Swing Line Loan), the last Business Day of
each March, June, September and December and the Maturity Date; and (c) as to
payment of the Alternative Rate by the Borrower to the Alternative Rate Lender
with respect to a Committed Loan or any portion thereof, the corresponding
Interest Payment Date for such Committed Loan, or such other dates as agreed
between the Alternative Rate Lender and the Borrower, and the Maturity Date;
provided, further, that interest accruing at the Default Rate shall be payable
from time to time upon demand of Administrative Agent.

         "Interest Period" means, as to each Eurodollar Rate Loan, the period
commencing on the date such Eurodollar Rate Loan is disbursed or converted to or
continued as a Eurodollar Rate Loan and ending on the date one, two, three, six
or twelve months thereafter, as selected by the Borrower in its Committed Loan
Notice; provided that:

                  (i)      any Interest Period that would otherwise end on a day
         that is not a Business Day shall be extended to the next succeeding
         Business Day unless such Business Day falls in another calendar month,
         in which case such Interest Period shall end on the next preceding
         Business Day;

                  (ii)     any Interest Period that begins on the last Business
         Day of a calendar month (or on a day for which there is no numerically
         corresponding day in the calendar month at the end of such Interest
         Period) shall end on the last Business Day of the calendar month at the
         end of such Interest Period; and

                  (iii)    no Interest Period shall extend beyond the Maturity
         Date.

         "IRS" means the United States Internal Revenue Service.

         "Joinder" has the meaning specified in Section 2.14(a).

         "Joint Lead Arrangers" means Banc of America Securities and Salomon
Smith Barney, in their capacities as joint lead arrangers and joint bookrunners.

         "Laws" means, collectively, all international, foreign, Federal, state
and local statutes, treaties, rules, guidelines, regulations, ordinances, codes
and administrative or judicial precedents or authorities, including the
interpretation or administration thereof by any Governmental Authority charged
with the enforcement, interpretation or administration thereof, and all
applicable administrative orders, directed duties, requests, licenses,
authorizations and permits of, and agreements with, any Governmental Authority,
in each case whether or not having the force of law.

         "L/C Advance" means, with respect to each Lender, such Lender's funding
of its participation in any L/C Borrowing in accordance with its Pro Rata Share.


                                       10
<PAGE>
         "L/C Borrowing" means an extension of credit resulting from a drawing
under any Letter of Credit which has not been reimbursed on the date when
reimbursement is required under Section 2.03(c) or refinanced as a Committed
Borrowing.

         "L/C Credit Extension" means, with respect to any Letter of Credit, the
issuance thereof or extension of the expiry date thereof, or the renewal or
increase of the amount thereof.

         "L/C Issuer" means Bank of America in its capacity as issuer of Letters
of Credit hereunder, or any successor issuer of Letters of Credit hereunder.

         "L/C Obligations" means, as at any date of determination, the aggregate
undrawn amount of all outstanding Letters of Credit plus the aggregate of all
Unreimbursed Amounts, including all L/C Borrowings.

         "Lender" has the meaning specified in the introductory paragraph hereto
and, as the context requires, includes each Lender with a commitment to make
Committed Loans as designated in Schedule 2.01 or in an Assignment and
Assumption or in a Joinder pursuant to which such Lender becomes a party hereto,
and as the context requires, the L/C Issuer, the Swing Line Lender and the
Alternative Rate Lender.

         "Lending Office" means, as to any Lender, the office or offices of such
Lender described as such in such Lender's Administrative Questionnaire, or such
other office or offices as a Lender may from time to time notify the Borrower
and the Administrative Agent.

         "Letter of Credit" means any letter of credit issued hereunder. A
Letter of Credit may be a commercial letter of credit or a standby letter of
credit.

         "Letter of Credit Application" means an application and agreement for
the issuance or amendment of a Letter of Credit in the form from time to time in
use by the L/C Issuer.

         "Letter of Credit Expiration Date" means the day that is thirty days
prior to the Maturity Date then in effect (or, if such day is not a Business
Day, the next preceding Business Day).

         "Letter of Credit Sublimit" means, at any time, an amount equal to the
lesser of (a) $35,000,000 and (b) the unused amount of the Aggregate Commitments
at such time. The Letter of Credit Sublimit is part of, and not in addition to,
the Aggregate Commitments.

         "Lien" means any mortgage, pledge, hypothecation, assignment, deposit
arrangement, encumbrance, lien (statutory or other), charge, or preference,
priority or other security interest or preferential arrangement of any kind or
nature whatsoever (including any conditional sale or other title retention
agreement, and any financing lease having substantially the same economic effect
as any of the foregoing), in each case to secure any liability.

         "Loan" means an extension of credit by a Lender to the Borrower under
Article II in the form of a Committed Loan or a Swing Line Loan.

         "Loan Documents" means this Agreement, each Note and the Fee Letter.

         "Material Adverse Effect" means (a) a material adverse change in, or a
material adverse effect upon, the operations, business, assets, liabilities
(actual or contingent), condition (financial or otherwise)


                                       11
<PAGE>
or prospects of the Borrower or the Borrower and its Subsidiaries taken as a
whole or in the facts and information regarding such entities as represented by
the Borrower and its Subsidiaries; (b) a material impairment of the ability of
the Borrower to perform its obligations under any Loan Document to which it is a
party; or (c) a material adverse effect upon the legality, validity, binding
effect or enforceability against the Borrower of any Loan Document to which it
is a party.

         "Maturity Date" means August 1, 2005.

         "Moody's" means Moody's Investors Service, Inc. and any successor
thereto.

         "Multiemployer Plan" means any employee benefit plan of the type
described in Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA
Affiliate makes or is obligated to make contributions, or during the preceding
five plan years, has made or been obligated to make contributions.

         "Note" means a promissory note made by the Borrower in favor of a
Lender evidencing Loans made by such Lender, substantially in the form of
Exhibit C.

         "Obligations" means all advances to, and debts, liabilities,
obligations, covenants and duties of, the Borrower arising under any Loan
Document or otherwise with respect to any Loan or Letter of Credit, whether
direct or indirect (including those acquired by assumption), absolute or
contingent, due or to become due, now existing or hereafter arising and
including interest and fees that accrue after the commencement by or against the
Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws
naming such Person as the debtor in such proceeding, regardless of whether such
interest and fees are allowed claims in such proceeding. Without limiting the
generality of the foregoing, the Obligations of the Borrower under the Loan
Documents include (a) the obligation to pay principal, interest, Letter of
Credit commissions, charges, expenses, fees, Attorneys Costs and disbursements,
indemnities and other amounts payable by the Borrower under any Loan Document
and (b) the obligations of the Borrower to reimburse any amount in respect of
any of the foregoing that any Lender, in its sole discretion, may elect to pay
or advance on behalf of the Borrower.

         "Organization Documents" means, (a) with respect to any corporation,
the certificate or articles of incorporation and the bylaws (or equivalent or
comparable constitutive documents with respect to any non-U.S. jurisdiction);
(b) with respect to any limited liability company, the certificate or articles
of formation or organization and operating agreement; and (c) with respect to
any partnership, joint venture, trust or other form of business entity, the
partnership, joint venture or other applicable agreement of formation or
organization and any agreement, instrument, filing or notice with respect
thereto filed in connection with its formation or organization with the
applicable Governmental Authority in the jurisdiction of its formation or
organization and, if applicable, any certificate or articles of formation or
organization of such entity.

         "Original Rate" has the meaning specified in Section 2.08(d).

         "Other Taxes" has the meaning specified in Section 3.01(b).

         "Outstanding Amount" means (i) with respect to Committed Loans and
Swing Line Loans on any date, the aggregate outstanding principal amount thereof
after giving effect to any borrowings and prepayments or repayments of Committed
Loans and Swing Line Loans, as the case may be, occurring on such date; and (ii)
with respect to any L/C Obligations on any date, the amount of such L/C
Obligations on such date after giving effect to any L/C Credit Extension
occurring on such date and any other


                                       12
<PAGE>
changes in the aggregate amount of the L/C Obligations as of such date,
including as a result of any reimbursements of outstanding unpaid drawings under
any Letters of Credit or any reductions in the maximum amount available for
drawing under Letters of Credit taking effect on such date.

         "Participant" has the meaning specified in Section 10.07(d).

         "PBGC" means the Pension Benefit Guaranty Corporation.

         "Pension Plan" means any "employee pension benefit plan" (as such term
is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is
subject to Title IV of ERISA and is sponsored or maintained by the Borrower or
any ERISA Affiliate or to which the Borrower or any ERISA Affiliate contributes
or has an obligation to contribute, or in the case of a multiple employer or
other plan described in Section 4064(a) of ERISA, has made contributions at any
time during the immediately preceding five plan years.

         "Person" means any natural person, corporation, limited liability
company, trust, joint venture, association, company, partnership, Governmental
Authority or other entity.

         "Plan" means any "employee benefit plan" (as such term is defined in
Section 3(3) of ERISA) established by the Borrower or, with respect to any such
plan that is subject to Section 412 of the Code or Title IV of ERISA, any ERISA
Affiliate.

         "Pro Rata Share" means, with respect to each Lender at any time, a
fraction (expressed as a percentage, carried out to the ninth decimal place),
the numerator of which is the amount of the Commitment of such Lender at such
time and the denominator of which is the amount of the Aggregate Commitments at
such time; provided that if the commitment of each Lender to make Loans and the
obligation of the L/C Issuer to make L/C Credit Extensions have been terminated
pursuant to Section 8.02, then the Pro Rata Share of each Lender shall be
determined based on the Pro Rata Share of such Lender immediately prior to such
termination and after giving effect to any subsequent assignments made pursuant
to the terms hereof. The initial Pro Rata Share of each Lender is set forth
opposite the name of such Lender on Schedule 2.01 or in the Assignment and
Assumption pursuant to which such Lender becomes a party hereto, as applicable.

         "Register" has the meaning specified in Section 10.07(c).

         "Reportable Event" means any of the events set forth in Section 4043(c)
of ERISA, other than events for which the 30 day notice period has been waived.

         "Request for Alternative Rate" means, with respect to an Alternative
Rate Agreement, a written request, substantially in the form of Exhibit A-2,
duly completed and signed by a Responsible Officer and delivered to the
Alternative Rate Lender.

         "Request for Credit Extension" means (a) with respect to a Borrowing,
conversion or continuation of Committed Loans, a Committed Loan Notice, (b) with
respect to an L/C Credit Extension, a Letter of Credit Application, and (c) with
respect to a Swing Line Loan, a Swing Line Loan Notice.

         "Required Lenders" means, as of any date of determination, Lenders
having more than 50% of the Aggregate Commitments or, if the commitment of each
Lender to make Loans and the obligation of the L/C Issuer to make L/C Credit
Extensions have been terminated pursuant to Section 8.02 or


                                       13
<PAGE>
otherwise, Lenders holding in the aggregate more than 50% of the Total
Outstandings (with the aggregate amount of each Lender's risk participation and
funded participation in L/C Obligations and Swing Line Loans being deemed "held"
by such Lender for purposes of this definition); provided that the Commitment
of, and the portion of the Total Outstandings held or deemed held by, any
Defaulting Lender shall be excluded for purposes of making a determination of
Required Lenders.

         "Responsible Officer" means the chief executive officer, president,
chief financial officer, treasurer or assistant treasurer of the Borrower. Any
document delivered hereunder that is signed by a Responsible Officer of the
Borrower shall be conclusively presumed to have been authorized by all necessary
corporate, partnership and/or other action on the part of the Borrower and such
Responsible Officer shall be conclusively presumed to have acted on behalf of
the Borrower.

         "Restricted Payment" means any dividend or other distribution (whether
in cash, securities or other property) with respect to any capital stock or
other equity interest of the Borrower or any Subsidiary, or any payment (whether
in cash, securities or other property), including any sinking fund or similar
deposit, on account of the purchase, redemption, retirement, acquisition,
cancellation or termination of any such capital stock or other equity interest
or of any option, warrant or other right to acquire any such capital stock or
other equity interest, or on account of any return of capital to the Borrower's
stockholders, partners or members (or the equivalent Persons thereof) or the
issuance of any equity interest.

         "S&P" means Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc. and any successor thereto.

         "Salomon Smith Barney" means Salomon Smith Barney, Inc. and its
successors.

         "SEC" means the Securities and Exchange Commission, or any Governmental
Authority succeeding to any of its principal functions.

         "Shareholders' Equity" means, as of any date of determination,
consolidated shareholders' equity of the Borrower and its Subsidiaries as of
that date determined in accordance with GAAP.

         "Subsidiary" of a Person means a corporation, partnership, joint
venture, limited liability company or other business entity of which a majority
of the shares of securities or other interests having ordinary voting power for
the election of directors or other governing body (other than securities or
interests having such power only by reason of the happening of a contingency)
are at the time beneficially owned, or the management of which is otherwise
controlled, directly, or indirectly through one or more intermediaries, or both,
by such Person. Unless otherwise specified, all references herein to a
"Subsidiary" or to "Subsidiaries" shall refer to a Subsidiary or Subsidiaries of
the Borrower. Any reference to the Borrower and Subsidiaries in the context of
financial statements, financial covenants or other financial matters means the
Borrower and its Subsidiaries that are consolidated with the Borrower in
accordance with GAAP.

         "Swap Contract" means (a) any and all rate swap transactions, basis
swaps, credit derivative transactions, forward rate transactions, commodity
swaps, commodity options, forward commodity contracts, equity or equity index
swaps or options, bond or bond price or bond index swaps or options or forward
bond or forward bond price or forward bond index transactions, interest rate
options, forward foreign exchange transactions, cap transactions, floor
transactions, collar transactions, currency swap transactions, cross-currency
rate swap transactions, currency options, spot contracts, or any other similar


                                       14
<PAGE>
transactions or any combination of any of the foregoing (including any options
to enter into any of the foregoing), whether or not any such transaction is
governed by or subject to any master agreement, and (b) any and all transactions
of any kind, and the related confirmations, which are subject to the terms and
conditions of, or governed by, any form of master agreement published by the
International Swaps and Derivatives Association, Inc., any International Foreign
Exchange Master Agreement, or any other master agreement (any such master
agreement, together with any related schedules, a "Master Agreement"), including
any such obligations or liabilities under any Master Agreement.

         "Swap Termination Value" means, in respect of any one or more Swap
Contracts, after taking into account the effect of any legally enforceable
netting agreement relating to such Swap Contracts, (a) for any date on or after
the date such Swap Contracts have been closed out and termination value(s)
determined in accordance therewith, such termination value(s), and (b) for any
date prior to the date referenced in subsection (a), the amount(s) determined as
the mark-to-market value(s) for such Swap Contracts, as determined based upon
one or more mid-market or other readily available quotations provided by any
recognized dealer in such Swap Contracts (which may include a Lender or any
Affiliate of a Lender).

         "Swing Line" means the revolving credit facility made available by the
Swing Line Lender pursuant to Section 2.04.

         "Swing Line Borrowing" means a borrowing of a Swing Line Loan pursuant
to Section 2.04.

         "Swing Line Lender" means Bank of America in its capacity as provider
of Swing Line Loans, or any successor swing line lender hereunder.

         "Swing Line Loan" has the meaning specified in Section 2.04(a).

         "Swing Line Loan Notice" means a notice of a Swing Line Borrowing
pursuant to Section 2.04(b), which, if in writing, shall be substantially in the
form of Exhibit B.

         "Swing Line Sublimit" means an amount equal to the lesser of (a)
$10,000,000 and (b) the Aggregate Commitments. The Swing Line Sublimit is part
of, and not in addition to, the Aggregate Commitments.

         "Syndication Agent" means Citicorp USA in its capacity as syndication
agent under any of the Loan Documents, or any successor syndication agent.

         "Synthetic Lease Obligation" means the monetary obligation of a Person
under (a) a so-called synthetic, off-balance sheet or tax retention lease, or
(b) an agreement for the use or possession of property creating obligations that
do not appear on the balance sheet of such Person but which, upon the insolvency
or bankruptcy of such Person, would be characterized as the indebtedness of such
Person (without regard to accounting treatment).

         "Taxes" has the meaning specified in Section 3.01(a).

         "Threshold Amount" means $25,000,000.

         "Total Outstandings" means the aggregate Outstanding Amount of all
Loans and all L/C Obligations.


                                       15
<PAGE>
         "Type" means, with respect to a Committed Loan, its character as a Base
Rate Loan or a Eurodollar Rate Loan.

         "Unaudited Financial Statements" means the unaudited consolidated
balance sheet of the Borrower and its Subsidiaries as filed in the 10-Q, and the
related consolidated statements of income or operations, shareholders' equity
and cash flows for such fiscal quarter of the Borrower and its Subsidiaries,
including the notes thereto.

         "Unfunded Pension Liability" means the excess of a Pension Plan's
benefit liabilities under Section 4001(a)(16) of ERISA, over the current value
of that Pension Plan's assets, determined in accordance with the assumptions
used for funding the Pension Plan pursuant to Section 412 of the Code for the
applicable plan year.

         "United States" and "U.S." mean the United States of America.

         "Unreimbursed Amount" has the meaning specified in Section 2.03(c)(i).

         "Utilization Fee Applicable Rate" means, from time to time, the
following percentage per annum, based upon the Debt Ratings as set forth below:

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------
                                                   Utilization Fee
 Pricing Level        Debt Ratings                 Applicable Rate
                       S&P/Moody's        -----------------------------------

-----------------------------------------------------------------------------
                                          **33% ***66%(1)        **66%(2)
-----------------------------------------------------------------------------
       <S>          <C>                         <C>               <C>
       1             ****Aa3/AA-                .05%              .10%
-----------------------------------------------------------------------------
       2          ****A1/A+ *Aa3/AA-            .05%              .10%
-----------------------------------------------------------------------------
       3           ****A2/A *A1/A+              .05%              .10%
-----------------------------------------------------------------------------
       4           ****A3/A- *A2/A              .10%              .20%
-----------------------------------------------------------------------------
       5                *A3/A-                  .20%              .25%
-----------------------------------------------------------------------------
</TABLE>

   *  Represents for less than.
  **  Represents for greater than.
 ***  Represents for less than or equal to.
****  Represents for greater than or equal to.

         SECTION 1.02      OTHER INTERPRETIVE PROVISIONS. With reference to this
Agreement and each other Loan Document, unless otherwise specified herein or in
such other Loan Document:

         (a)     The meanings of defined terms are equally applicable to the
singular and plural forms of the defined terms.

         (b)     (i)    The words "herein," "hereto," "hereof" and "hereunder"
         and words of similar import when used in any Loan Document shall refer
         to such Loan Document as a whole and not to any particular provision
         thereof.

                 (ii)   Article, Section, Exhibit and Schedule references are to
         the Loan Document in which such reference appears.

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

         (1) Utilization fee when Total Outstandings plus the Total
Outstandings (as such term is defined in the 364-Day Facility) under the
364-day Facility are greater than 33%, but less than or equal to 66% of the
Aggregate Commitments plus the Aggregate Commitments (as defined in the
364-day Facility) under the Three-Year Facility.

         (2) Utilization fee when Total Outstandings plus Total Outstandings
(as such term is defined in the 364-Day Facility) under the 364-Day Facility
are greater than 66% of the Aggregate Commitments plus the Aggregate Commitments
(as defined in the 364-Day Facility) under the 364-Day Facility.


                                       16
<PAGE>
                  (iii) The term "including" is by way of example and not
         limitation.

                  (iv)  The term "documents" includes any and all instruments,
         documents, agreements, certificates, notices, reports, financial
         statements and other writings, however evidenced, whether in physical
         or electronic form.

         (c)      In the computation of periods of time from a specified date to
a later specified date, the word "from" means "from and including;" the words
"to" and "until" each mean "to but excluding;" and the word "through" means "to
and including."

         (d)      Each reference to "basis points" or "bps" shall be interpreted
in accordance with the convention that 100 bps = 1.0%.

         (e)      Section headings herein and in the other Loan Documents are
included for convenience of reference only and shall not affect the
interpretation of this Agreement or any other Loan Document.

         SECTION 1.03     ACCOUNTING TERMS. (a) All accounting terms not
specifically or completely defined herein shall be construed in conformity with,
and all financial data (including financial ratios and other financial
calculations) required to be submitted pursuant to this Agreement shall be
prepared in conformity with, GAAP applied on a consistent basis, as in effect
from time to time, applied in a manner consistent with that used in preparing
the Audited Financial Statements, except as otherwise specifically prescribed
herein.

         (b)      If at any time any change in GAAP would affect the computation
of any financial ratio or requirement set forth in any Loan Document, and either
the Borrower or the Required Lenders shall so request, the Administrative Agent,
the Lenders and the Borrower shall negotiate in good faith to amend such ratio
or requirement to preserve the original intent thereof in light of such change
in GAAP (subject to the approval of the Required Lenders (such approval not to
be unreasonably withheld, delayed or conditioned)); provided that, until so
amended, (i) such ratio or requirement shall continue to be computed in
accordance with GAAP prior to such change therein and (ii) the Borrower shall
provide to the Administrative Agent and the Lenders financial statements and
other documents required under this Agreement or as reasonably requested
hereunder setting forth a reconciliation between calculations of such ratio or
requirement made before and after giving effect to such change in GAAP.

         SECTION 1.04     ROUNDING. Any financial ratios required to be
maintained by the Borrower pursuant to this Agreement shall be calculated by
dividing the appropriate component by the other component, carrying the result
to one place more than the number of places by which such ratio is expressed
herein and rounding the result up or down to the nearest number (with a
rounding-up if there is no nearest number).

         SECTION 1.05     REFERENCES TO AGREEMENTS AND LAWS. Unless otherwise
expressly provided herein, (a) references to Organization Documents, agreements
(including the Loan Documents) and other contractual instruments shall be deemed
to include all subsequent amendments, restatements, extensions, supplements and
other modifications thereto, but only to the extent that such amendments,
restatements, extensions, supplements and other modifications are not prohibited
by any Loan Document; and (b) references to any Law shall include all statutory
and regulatory provisions consolidating, amending, replacing, supplementing or
interpreting such Law.


                                       17
<PAGE>
         SECTION 1.06     TIMES OF DAY. Unless otherwise specified, all
references herein to times of day shall be references to Eastern time (daylight
or standard, as applicable).

         SECTION 1.07     LETTER OF CREDIT AMOUNTS. Unless otherwise specified,
all references herein to the amount of a Letter of Credit at any time shall be
deemed to mean the maximum face amount of such Letter of Credit after giving
effect to all increases thereof contemplated by such Letter of Credit or the
Letter of Credit Application therefor, whether or not such maximum face amount
is in effect at such time.

                                   ARTICLE II
                      THE COMMITMENTS AND CREDIT EXTENSIONS

         SECTION 2.01     COMMITTED LOANS. Committed Loans. Subject to the
terms and conditions set forth herein, each Lender severally agrees to make
loans (each such loan, a "Committed Loan") to the Borrower from time to time, on
any Business Day during the Availability Period, in an aggregate amount not to
exceed at any time outstanding the amount of such Lender's Commitment; provided,
however, that after giving effect to any Committed Borrowing, (i) the Total
Outstandings shall not exceed the Aggregate Commitments, and (ii) the aggregate
Outstanding Amount of the Committed Loans of any Lender, plus such Lender's Pro
Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender's
Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not
exceed such Lender's Commitment. Within the limits of each Lender's Commitment,
and subject to the other terms and conditions hereof, the Borrower may borrow
under this Section 2.01, prepay under Section 2.05, and reborrow under this
Section 2.01. Committed Loans may be Base Rate Loans or Eurodollar Rate Loans,
as further provided herein.

         SECTION 2.02     BORROWINGS, CONVERSIONS AND CONTINUATIONS OF
COMMITTED LOANS.

         (a)      Each Committed Borrowing, each conversion of Committed Loans
from one Type to the other, and, except as provided below with respect to
Committed Loans as to which the Alternative Rate is applicable, each
continuation of Eurodollar Rate Loans shall be made upon the Borrower's
irrevocable notice to the Administrative Agent, which may be given by telephone.
Each such notice must be received by the Administrative Agent not later than
11:00 a.m. (i) three Business Days prior to the requested date of any Borrowing
of, conversion to or continuation of Eurodollar Rate Loans or of any conversion
of Eurodollar Rate Loans to Base Rate Committed Loans, and (ii) on the requested
date of any Borrowing of Base Rate Committed Loans. Each telephonic notice by
the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by
delivery to the Administrative Agent of a written Committed Loan Notice,
appropriately completed and signed by a Responsible Officer of the Borrower.
Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall
be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in
excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each
Borrowing of or conversion to Base Rate Committed Loans shall be in a principal
amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each
Committed Loan Notice (whether telephonic or written) shall specify (i) whether
the Borrower is requesting a Committed Borrowing, a conversion of Committed
Loans from one Type to the other, or a continuation of Eurodollar Rate Loans,
(ii) the requested date of the Borrowing, conversion or continuation, as the
case may be (which shall be a Business Day), (iii) the principal amount of
Committed Loans to be borrowed, converted or continued, (iv) the Type of
Committed Loans to be borrowed or to which existing Committed Loans are to be
converted, and (v) if a Eurodollar Rate Loan, the duration of the Interest
Period with respect thereto. If the Borrower fails to specify a Type of
Committed Loan in a Committed


                                       18
<PAGE>
Loan Notice or if the Borrower fails to give a timely notice requesting a
conversion or continuation, then the applicable Committed Loans shall be made or
continued as, or converted to, Base Rate Loans. Any such automatic conversion to
Base Rate Loans shall be effective as of the last day of the Interest Period
then in effect with respect to the applicable Eurodollar Rate Loans. If the
Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar
Rate Loans (other than continuations of Eurodollar Rate Loans to an Interest
Period during which an Alternative Rate shall be in effect with respect to such
Eurodollar Rate Loan) in any such Committed Loan Notice, but fails to specify an
Interest Period, it will be deemed to have specified an Interest Period of one
month. During the Alternative Rate Period applicable to any Eurodollar Rate
Loan, unless, not later than the time by which the Borrower would otherwise be
required to give notice of continuation of such Eurodollar Rate Loan to a
successive Interest Period pursuant to the second sentence of this Section
2.02(a), the Alternative Rate Lender shall have notified the Administrative
Agent that an Alternative Rate is no longer in effect with respect to such
Eurodollar Rate Loan.

         (b)      Following receipt of a Committed Loan Notice, the
Administrative Agent shall promptly notify each Lender of the amount of its Pro
Rata Share of the applicable Committed Loans, and if no timely notice of a
conversion or continuation is provided by the Borrower, the Administrative Agent
shall notify each Lender of the details of any automatic conversion to Base Rate
Loans described in the preceding subsection (a). In the case of a Committed
Borrowing, each Lender shall make the amount of its Committed Loan available to
the Administrative Agent in immediately available funds at the Administrative
Agent's Office not later than 1:00 p.m. on the Business Day specified in the
applicable Committed Loan Notice. Upon satisfaction of the applicable conditions
set forth in Section 4.02 (and, if such Borrowing is the initial Credit
Extension, Section 4.01), the Administrative Agent shall make all funds so
received available to the Borrower in like funds as received by the
Administrative Agent either by (i) crediting the account of the Borrower on the
books of Bank of America with the amount of such funds or (ii) wire transfer of
such funds, in each case in accordance with instructions provided to (and
reasonably acceptable to) the Administrative Agent by the Borrower; provided,
however, that if, on the date of such Committed Borrowing, there are Swing Line
Loans or L/C Borrowings outstanding, then the proceeds of such Committed
Borrowing shall be applied, first, to the payment in full of any such L/C
Borrowings, second, to the payment in full of any such Swing Line Loans, and
third, to the Borrower as provided above.

         (c)      Except as otherwise provided herein, a Eurodollar Rate Loan
may be continued or converted only on the last day of an Interest Period for
such Eurodollar Rate Loan. During the existence of a Default, no Loans may be
requested as, converted to or continued as Eurodollar Rate Loans without the
consent of the Required Lenders.

         (d)      The Administrative Agent shall promptly notify the Borrower
and the Lenders of the interest rate (other than the Alternative Rate)
applicable to any Interest Period for Eurodollar Rate Loans upon determination
of such interest rate. The determination of the Eurodollar Rate by the
Administrative Agent shall be conclusive in the absence of manifest error. At
any time that Base Rate Loans are outstanding, the Administrative Agent shall
notify the Borrower and the Lenders of any change in Bank of America's prime
rate used in determining the Base Rate promptly following the public
announcement of such change.

         (e)      After giving effect to all Committed Borrowings, all
conversions of Committed Loans from one Type to the other, and all continuations
of Committed Loans as the same Type, there shall not be more than ten Interest
Periods in effect with respect to Eurodollar Rate Loans.


                                       19
<PAGE>
         (f)      The failure of any Lender to make the Loan to be made by it as
part of any Committed Borrowing shall not relieve any other Lender of its
obligation, if any, hereunder to make its Loan on the date of such Committed
Borrowing, but no Lender shall be responsible for the failure of any other
Lender to make the Loan to be made by such other Lender on the date of any
Committed Borrowing.

         (g)      The Borrower may irrevocably request an Alternative Rate
Agreement for all or any portion of a Committed Loan (including continuations
thereof during the Alternative Rate Period in accordance with the next to last
sentence of Section 2.02(a)) in a principal amount of $5,000,000 or a whole
multiple of $1,000,000 in excess thereof by delivering a Request for Alternative
Rate to the Alternative Rate Lender not later than 10:00 a.m., (i) three
Business Days preceding the first Business Day of the month after the Request
for Alternative Rate was given or the day the Request for Alternative Rate was
given if such day is the first Business Day of a month, and (ii) five Business
Days prior to the first day of the initial Interest Period during which the
Alternative Rate is to be applicable for a Eurodollar Rate Loan. The Alternative
Rate Lender shall have no obligation to agree to a Request for Alternative Rate
and no Request for Alternative Rate shall be deemed accepted by the Alternative
Rate Lender until the Request for Alternative Rate is accepted in writing by the
Alternative Rate Lender. Any Alternative Rate Agreement will become effective
(i) for a Base Rate Loan, on the first Business Day of a month and (ii) for a
Eurodollar Rate Loan, on the first day of the Interest Period for such Loan
within the applicable Alternative Rate Period, and shall continue in effect,
unless earlier terminated as herein provided, for the Alternative Rate Period
applicable thereto.

         SECTION 2.03     LETTERS OF CREDIT.

         (a)      The Letter of Credit Commitment.

                  (i)      Subject to the terms and conditions set forth herein,
         (A) the L/C Issuer agrees, in reliance upon the agreements of the
         Lenders set forth in this Section 2.03, (1) from time to time on any
         Business Day during the period from the Closing Date until the Letter
         of Credit Expiration Date, to issue Letters of Credit for the account
         of the Borrower (or for the account of the Borrower for the benefit of
         a Subsidiary thereof, in a form acceptable to the L/C Issuer), and to
         amend Letters of Credit previously issued by it, in accordance with
         subsection (b) below, and (2) to honor drafts under the Letters of
         Credit; and (B) the Lenders severally agree to participate in Letters
         of Credit issued for the account of the Borrower; provided that the L/C
         Issuer shall not be obligated to make any L/C Credit Extension with
         respect to any Letter of Credit, and no Lender shall be obligated to
         participate in any Letter of Credit if as of the date of such L/C
         Credit Extension, (x) the Total Outstandings would exceed the Aggregate
         Commitments, (y) the aggregate Outstanding Amount of the Committed
         Loans of any Lender, plus such Lender's Pro Rata Share of the
         Outstanding Amount of all L/C Obligations, plus such Lender's Pro Rata
         Share of the Outstanding Amount of all Swing Line Loans would exceed
         such Lender's Commitment, or (z) the Outstanding Amount of the L/C
         Obligations would exceed the Letter of Credit Sublimit. Within the
         foregoing limits, and subject to the terms and conditions hereof, the
         Borrower's ability to obtain Letters of Credit shall be fully
         revolving, and accordingly the Borrower may, until the Letter of Credit
         Expiration Date, obtain Letters of Credit to replace Letters of Credit
         that have expired or that have been drawn upon and reimbursed.

                  (ii)     The L/C Issuer shall not issue any Letter of Credit
         if:

                           (A) any order, judgment or decree of any Governmental
                  Authority or arbitrator shall by its terms purport to enjoin
                  or restrain the L/C Issuer from issuing such Letter of Credit,
                  or any


                                       20
<PAGE>
                  Law applicable to the L/C Issuer or any request or directive
                  (whether or not having the force of law) from any Governmental
                  Authority with jurisdiction over the L/C Issuer shall
                  prohibit, or request that the L/C Issuer refrain from, the
                  issuance of letters of credit generally or such Letter of
                  Credit in particular or shall impose upon the L/C Issuer with
                  respect to such Letter of Credit any restriction, reserve or
                  capital requirement (for which the L/C Issuer is not otherwise
                  entitled to be compensated hereunder) not in effect on the
                  Closing Date, or shall impose upon the L/C Issuer any
                  unreimbursed loss, cost or expense which was not applicable on
                  the Closing Date (and for which the L/C Issuer is not
                  otherwise entitled to be compensated hereunder) and which the
                  L/C Issuer in good faith deems material to it;

                           (B) the expiry date of such requested Letter of
                  Credit would occur more than twelve months after the date of
                  issuance, unless the Required Lenders have approved such
                  expiry date;

                           (C) the expiry date of such requested Letter of
                  Credit would occur after the Letter of Credit Expiration Date,
                  unless all the Lenders have approved such expiry date;

                           (D) the issuance of such Letter of Credit would
                  violate one or more policies of the L/C Issuer; or

                           (E) such Letter of Credit is in an initial amount
                  less than $100,000 or is to be denominated in a currency other
                  than Dollars.

                  (iii)    The L/C Issuer shall be under no obligation to amend
         any Letter of Credit if (A) the L/C Issuer would have no obligation at
         such time to issue such Letter of Credit in its amended form under the
         terms hereof, or (B) the beneficiary of such Letter of Credit does not
         accept the proposed amendment to such Letter of Credit.

         (b)      Procedures for Issuance and Amendment of Letters of Credit.

                  (i)      Each Letter of Credit shall be issued or amended, as
         the case may be, upon the request of the Borrower delivered to the L/C
         Issuer (with a copy to the Administrative Agent) in the form of a
         Letter of Credit Application, appropriately completed and signed by a
         Responsible Officer of the Borrower. Such Letter of Credit Application
         must be received by the L/C Issuer and the Administrative Agent not
         later than 11:00 a.m. at least two Business Days (or such later date
         and time as the L/C Issuer may agree in a particular instance in its
         sole discretion) prior to the proposed issuance date or date of
         amendment, as the case may be. In the case of a request for an initial
         issuance of a Letter of Credit, such Letter of Credit Application shall
         specify in form and detail satisfactory to the L/C Issuer: (A) the
         proposed issuance date of the requested Letter of Credit (which shall
         be a Business Day); (B) the amount thereof; (C) the expiry date
         thereof; (D) the name and address of the beneficiary thereof; (E) the
         documents to be presented by such beneficiary in case of any drawing
         thereunder; (F) the full text of any certificate to be presented by
         such beneficiary in case of any drawing thereunder; and (G) such other
         matters as the L/C Issuer may reasonably require. In the case of a
         request for an amendment of any outstanding Letter of Credit, such
         Letter of Credit Application shall specify in form and detail
         satisfactory to the L/C Issuer (A) the Letter of Credit to be amended;
         (B) the proposed date of amendment thereof (which shall be a Business
         Day); (C) the nature of the proposed amendment; and (D) such other
         matters as the L/C Issuer may require.

                  (ii)     Promptly after receipt of any Letter of Credit
         Application, the L/C Issuer will confirm with the Administrative Agent
         (by telephone or in writing) that the Administrative Agent has received
         a copy of such Letter of Credit Application from the Borrower and, if
         not, the L/C


                                       21
<PAGE>
         Issuer will provide the Administrative Agent with a copy thereof. Upon
         receipt by the L/C Issuer of confirmation from the Administrative Agent
         that the requested issuance or amendment is permitted in accordance
         with the terms hereof, then, subject to the terms and conditions
         hereof, the L/C Issuer shall, on the requested date, issue a Letter of
         Credit for the account of the Borrower or enter into the applicable
         amendment, as the case may be, in each case in accordance with the L/C
         Issuer's usual and customary business practices. Immediately upon the
         issuance of each Letter of Credit, each Lender shall be deemed to, and
         hereby irrevocably and unconditionally agrees to, purchase from the L/C
         Issuer a risk participation in such Letter of Credit in an amount equal
         to the product of such Lender's Pro Rata Share times the amount
         of such Letter of Credit.

                  (iii)    Promptly after its delivery of any Letter of Credit
         or any amendment to a Letter of Credit to an advising bank with respect
         thereto or to the beneficiary thereof, the L/C Issuer will also deliver
         to the Borrower and the Administrative Agent a true and complete copy
         of such Letter of Credit or amendment.

         (c)      Drawings and Reimbursements; Funding of Participations.

                  (i)      Upon receipt from the beneficiary of any Letter of
         Credit of any notice of a drawing under such Letter of Credit, the L/C
         Issuer shall notify the Borrower and the Administrative Agent thereof,
         and shall state the date payment shall be made by the L/C Issuer under
         a Letter of Credit (each such date, an "Honor Date"). Not later than
         11:00 a.m. on the Honor Date, the Borrower shall reimburse the L/C
         Issuer through the Administrative Agent in an amount equal to the
         amount of such drawing. If the Borrower fails to so reimburse the L/C
         Issuer by such time, the Administrative Agent shall promptly notify
         each Lender of the Honor Date, the amount of the unreimbursed drawing
         (the "Unreimbursed Amount"), and the amount of such Lender's Pro Rata
         Share thereof. In such event, the Borrower shall be deemed to have
         requested a Committed Borrowing of Base Rate Loans to be disbursed on
         the Honor Date in an amount equal to the Unreimbursed Amount, without
         regard to the minimum and multiples specified in Section 2.02 for the
         principal amount of Base Rate Loans, but subject to the amount of the
         unutilized portion of the Aggregate Commitments and the conditions set
         forth in Section 4.02 (other than the delivery of a Committed Loan
         Notice). Any notice given by the L/C Issuer or the Administrative Agent
         pursuant to this Section 2.03(c)(i) may be given by telephone if
         immediately confirmed in writing; provided that the lack of such an
         immediate confirmation shall not affect the conclusiveness or binding
         effect of such notice.

                  (ii)     Each Lender (including the Lender acting as L/C
         Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds
         available to the Administrative Agent for the account of the L/C Issuer
         at the Administrative Agent's Office in an amount equal to its Pro Rata
         Share of the Unreimbursed Amount not later than 1:00 p.m. on the
         Business Day specified in such notice by the Administrative Agent,
         whereupon, subject to the provisions of Section 2.03(c)(iii), each
         Lender that so makes funds available shall be deemed to have made a
         Base Rate Committed Loan to the Borrower in such amount. The
         Administrative Agent shall remit the funds so received to the L/C
         Issuer.

                  (iii)    With respect to any Unreimbursed Amount that is not
         fully refinanced by a Committed Borrowing of Base Rate Loans because
         the conditions set forth in Section 4.02 cannot be satisfied or for any
         other reason, the Borrower shall be deemed to have incurred from the
         L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount
         that is not so


                                       22
<PAGE>
         refinanced, which L/C Borrowing shall be due and payable on demand
         (together with interest) and shall bear interest at the Default Rate.
         In such event, each Lender's payment to the Administrative Agent for
         the account of the L/C Issuer pursuant to Section 2.03(c)(ii) shall be
         deemed payment in respect of its participation in such L/C Borrowing
         and shall constitute an L/C Advance from such Lender in satisfaction of
         its participation obligation under this Section 2.03.

                  (iv)     Until each Lender funds its Committed Loan or L/C
         Advance pursuant to this Section 2.03(c) to reimburse the L/C Issuer
         for any amount drawn under any Letter of Credit, interest in respect of
         such Lender's Pro Rata Share of such amount shall be solely for the
         account of the L/C Issuer.

                  (v)      Each Lender's obligation to make Committed Loans or
         L/C Advances to reimburse the L/C Issuer for amounts drawn under
         Letters of Credit, as contemplated by this Section 2.03(c), shall be
         absolute and unconditional and shall not be affected by any
         circumstance, including (A) any set-off, counterclaim, recoupment,
         defense or other right which such Lender may have against the L/C
         Issuer, the Borrower or any other Person for any reason whatsoever; (B)
         the occurrence or continuance of a Default, or (C) any other
         occurrence, event or condition, whether or not similar to any of the
         foregoing; provided, however, that each Lender's obligation to make
         Committed Loans pursuant to this Section 2.03(c) is subject to the
         conditions set forth in Section 4.02 (other than delivery by the
         Borrower of a Committed Loan Notice). No such making of an L/C Advance
         shall relieve or otherwise impair the obligation of the Borrower to
         reimburse the L/C Issuer for the amount of any payment made by the L/C
         Issuer under any Letter of Credit, together with interest as provided
         herein.

                  (vi)     If any Lender fails to make available to the
         Administrative Agent for the account of the L/C Issuer any amount
         required to be paid by such Lender pursuant to the foregoing provisions
         of this Section 2.03(c) by the time specified in Section 2.03(c)(ii),
         the L/C Issuer shall be entitled to recover from such Lender (acting
         through the Administrative Agent), on demand, such amount with interest
         thereon for the period from the date such payment is required to the
         date on which such payment is immediately available to the L/C Issuer
         at a rate per annum equal to the Federal Funds Rate from time to time
         in effect. A certificate of the L/C Issuer submitted to any Lender
         (through the Administrative Agent) with respect to any amounts owing
         under this clause (vi) shall be conclusive absent manifest error.

         (d)      Repayment of Participations.

                  (i)      At any time after the L/C Issuer has made a payment
         under any Letter of Credit and has received from any Lender such
         Lender's L/C Advance in respect of such payment in accordance with
         Section 2.03(c), if the Administrative Agent receives for the account
         of the L/C Issuer any payment in respect of the related Unreimbursed
         Amount or interest thereon (whether directly from the Borrower or
         otherwise, including proceeds of Cash Collateral applied thereto by the
         Administrative Agent), the Administrative Agent will distribute to such
         Lender its Pro Rata Share thereof (appropriately adjusted, in the case
         of interest payments, to reflect the period of time during which such
         Lender's L/C Advance was outstanding) in the same funds as those
         received by the Administrative Agent.

                  (ii)     If any payment received by the Administrative Agent
         for the account of the L/C Issuer pursuant to Section 2.03(c)(i) is
         required to be returned under any of the circumstances described in
         Section 10.06 (including pursuant to any settlement entered into by the
         L/C Issuer in


                                       23
<PAGE>
         its discretion), each Lender shall pay to the Administrative Agent for
         the account of the L/C Issuer its Pro Rata Share thereof on demand of
         the Administrative Agent, plus interest thereon from the date of such
         demand to the date such amount is returned by such Lender, at a rate
         per annum equal to the Federal Funds Rate from time to time in effect.

         (e)      Obligations Absolute. The obligation of the Borrower to
reimburse the L/C Issuer for each drawing under each Letter of Credit and to
repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and
shall be paid strictly in accordance with the terms of this Agreement under all
circumstances, including the following:

                  (i)      any lack of validity or enforceability of such Letter
         of Credit, this Agreement, or any other agreement or instrument
         relating thereto;

                  (ii)     the existence of any claim, counterclaim, set-off,
         defense or other right that the Borrower may have at any time against
         any beneficiary or any transferee of such Letter of Credit (or any
         Person for whom any such beneficiary or any such transferee may be
         acting), the L/C Issuer or any other Person, whether in connection with
         this Agreement, the transactions contemplated hereby or by such Letter
         of Credit or any agreement or instrument relating thereto, or any
         unrelated transaction;

                  (iii)    any draft, demand, certificate or other document
         presented under such Letter of Credit proving to be forged, fraudulent,
         invalid or insufficient in any respect or any statement therein being
         untrue or inaccurate in any respect; or any loss or delay in the
         transmission or otherwise of any document required in order to make a
         drawing under such Letter of Credit;

                  (iv)     any payment by the L/C Issuer under such Letter of
         Credit against presentation of a draft or certificate that does not
         strictly comply with the terms of such Letter of Credit; or any payment
         made by the L/C Issuer under such Letter of Credit to any Person
         purporting to be a trustee in bankruptcy, debtor-in-possession,
         assignee for the benefit of creditors, liquidator, receiver or other
         representative of or successor to any beneficiary or any transferee of
         such Letter of Credit, including any arising in connection with any
         proceeding under any Debtor Relief Law; or

                  (v)      any other circumstance or happening whatsoever,
         whether or not similar to any of the foregoing, including any other
         circumstance that might otherwise constitute a defense available to, or
         a discharge of, the Borrower.

         The Borrower shall promptly examine a copy of each Letter of Credit and
each amendment thereto that is delivered to it and, in the event of any claim of
noncompliance with the Borrower's instructions or other irregularity, the
Borrower will immediately notify the L/C Issuer. The Borrower shall be
conclusively deemed to have waived any such claim against the L/C Issuer and its
correspondents unless such notice is given as aforesaid.

         (f)      Role of L/C Issuer. Each Lender and the Borrower agree that,
in paying any drawing under a Letter of Credit, the L/C Issuer shall not have
any responsibility to obtain any document (other than any sight draft,
certificates and documents expressly required by the Letter of Credit) or to
ascertain or inquire as to the validity or accuracy of any such document or the
authority of the Person executing or delivering any such document. None of the
L/C Issuer, any Agent-Related Person nor any of the respective correspondents,
participants or assignees of the L/C Issuer shall be liable to any Lender for
(i)


                                       24
<PAGE>
any action taken or omitted in connection herewith at the request or with the
approval of the Lenders or the Required Lenders, as applicable; (ii) any action
taken or omitted in the absence of gross negligence or willful misconduct; or
(iii) the due execution, effectiveness, validity or enforceability of any
document or instrument related to any Letter of Credit or Letter of Credit
Application. The Borrower hereby assumes all risks of the acts or omissions of
any beneficiary or transferee with respect to its use of any Letter of Credit;
provided, however, that this assumption is not intended to, and shall not,
preclude the Borrower's pursuing such rights and remedies as it may have against
the beneficiary or transferee at law or under any other agreement. None of the
L/C Issuer, any Agent-Related Person, nor any of the respective correspondents,
participants or assignees of the L/C Issuer, shall be liable or responsible for
any of the matters described in clauses (i) through (v) of Section 2.03(e);
provided, however, that anything in such clauses to the contrary
notwithstanding, the Borrower may have a claim against the L/C Issuer, and the
L/C Issuer may be liable to the Borrower, to the extent, but only to the extent,
of any direct, as opposed to consequential or exemplary, damages suffered by the
Borrower which the Borrower proves were caused by the L/C Issuer's willful
misconduct or gross negligence or the L/C Issuer's willful failure to pay under
any Letter of Credit after the presentation to it by the beneficiary of a sight
draft and certificate(s) strictly complying with the terms and conditions of a
Letter of Credit. In furtherance and not in limitation of the foregoing, the L/C
Issuer may accept documents that appear on their face to be in order, without
responsibility for further investigation, regardless of any notice or
information to the contrary, and the L/C Issuer shall not be responsible for the
validity or sufficiency of any instrument transferring or assigning or
purporting to transfer or assign a Letter of Credit or the rights or benefits
thereunder or proceeds thereof, in whole or in part, which may prove to be
invalid or ineffective for any reason.

         (g)      Cash Collateral. Upon the request of the Administrative Agent,
(i) if the L/C Issuer has honored any full or partial drawing request under any
Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if,
as of the Letter of Credit Expiration Date, any Letter of Credit may for any
reason remain outstanding and partially or wholly undrawn, the Borrower shall
immediately Cash Collateralize the then Outstanding Amount of all L/C
Obligations (in an amount equal to such Outstanding Amount determined as of the
date of such L/C Borrowing or the Letter of Credit Expiration Date, as the case
may be). For purposes hereof, "Cash Collateralize" means to pledge and deposit
with or deliver to the Administrative Agent, for the benefit of the L/C Issuer
and the Lenders, as collateral for the L/C Obligations, cash or deposit account
balances pursuant to documentation in form and substance satisfactory to the
Administrative Agent and the L/C Issuer (which documents are hereby consented to
by the Lenders). Derivatives of such term have corresponding meanings. The
Borrower hereby grants to the Administrative Agent, for the benefit of the L/C
Issuer and the Lenders, a security interest in all such cash, deposit accounts
and all balances therein and all proceeds of the foregoing to secure the L/C
Obligations. Cash collateral shall be maintained in blocked, non-interest
bearing deposit accounts (the "Collateral Account") at Bank of America. If at
any time the Administrative Agent determines that any funds held as Cash
Collateral are subject to any right or claim of any Person other than the
Administrative Agent or that the total amount of such funds is less than the
aggregate Outstanding Amount thereof, the Borrower will forthwith, upon demand
by the Administrative Agent, pay to the Administrative Agent, as additional
funds to be deposited and held in deposit accounts at Bank of America as
aforesaid, an amount equal to the excess of (i) such aggregate Outstanding
Amount over (ii) the total amount of funds, if any, then held as Cash Collateral
that the Administrative Agent determines to be free and clear of any such right
and claim. Upon the drawing of any Letter of Credit for which funds are on
deposit as Cash Collateral, such funds shall be applied, to the extent permitted
under applicable law, to reimburse the L/C Issuer. Notwithstanding anything to
the contrary in this Section 2.03(g), if at any time any balance shall remain in
the Collateral Account and (i) all Outstanding Amounts of the L/C Borrowings
have been paid in full, and (ii) if on or after the Letter of Credit


                                       25
<PAGE>
Expiration Date, no Letter of Credit remains outstanding and partially or wholly
undrawn, the full amount of the balance in the Collateral Account shall be
returned to the Borrower.

         (h)      Applicability of ISP98 and UCP. Unless otherwise expressly
agreed by the L/C Issuer and the Borrower when a Letter of Credit is issued, (i)
the rules of the "International Standby Practices 1998" published by the
Institute of International Banking Law & Practice (or such later version thereof
as may be in effect at the time of issuance) shall apply to each standby Letter
of Credit, and (ii) the rules of the Uniform Customs and Practice for
Documentary Credits, as most recently published by the International Chamber of
Commerce (the "ICC") at the time of issuance (including the ICC decision
published by the Commission on Banking Technique and Practice on April 6, 1998
regarding the European single currency (euro)) shall apply to each commercial
Letter of Credit.

         (i)      Letter of Credit Fees. The Borrower shall pay to the
Administrative Agent for the account of each Lender in accordance with its Pro
Rata Share a Letter of Credit fee for each Letter of Credit equal to the
Applicable Rate times the daily maximum face amount available to be drawn under
such Letter of Credit (whether or not such maximum amount is then in effect
under such Letter of Credit). Such letter of credit fees shall be computed on a
quarterly basis in arrears. Such letter of credit fees shall be due and payable
on the last Business Day of each March, June, September and December, commencing
with the first such date to occur after the issuance of such Letter of Credit,
on the Letter of Credit Expiration Date and thereafter on demand. If there is
any change in the Applicable Rate during any quarter, the daily maximum amount
of each Letter of Credit shall be computed and multiplied by the Applicable Rate
separately for each period during such quarter that such Applicable Rate was in
effect.

         (j)      Fronting Fee and Documentary and Processing Charges Payable to
L/C Issuer. The Borrower shall pay directly to the L/C Issuer for its own
account a fronting fee with respect to each Letter of Credit in an amount equal
to 12.5 basis points of the maximum face amount available to be drawn under such
Letter of Credit on the date of issuance of such Letter of Credit payable on
such date. In addition, the Borrower shall pay directly to the L/C Issuer for
its own account the customary issuance, presentation, amendment and other
processing fees, and other standard costs and charges, of the L/C Issuer
relating to letters of credit as from time to time in effect. Such customary
fees and standard costs and charges are due and payable on demand and are
nonrefundable.

         (k)      Conflict with Letter of Credit Application. In the event of
any conflict between the terms hereof and the terms of any Letter of Credit
Application, the terms hereof shall control.

         SECTION 2.04     SWING LINE LOANS.

         (a)      The Swing Line. Subject to the terms and conditions set forth
herein, the Swing Line Lender agrees to make loans (each such loan, a "Swing
Line Loan") to the Borrower from time to time on any Business Day during the
Availability Period in an aggregate amount not to exceed at any time outstanding
the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing
Line Loans, when aggregated with the Pro Rata Share of the Outstanding Amount of
Committed Loans and L/C Obligations of the Lender acting as Swing Line Lender,
may exceed the amount of such Lender's Commitment; provided, however, that after
giving effect to any Swing Line Loan, (i) the Total Outstandings shall not
exceed the Aggregate Commitments, and (ii) the aggregate Outstanding Amount of
the Committed Loans of any Lender, plus such Lender's Pro Rata Share of the
Outstanding Amount of all L/C Obligations, plus such Lender's Pro Rata Share of
the Outstanding Amount of all Swing Line


                                       26
<PAGE>
Loans shall not exceed such Lender's Commitment, and provided, further, that the
Borrower shall not use the proceeds of any Swing Line Loan to refinance any
outstanding Swing Line Loan. Within the foregoing limits, and subject to the
other terms and conditions hereof, the Borrower may borrow under this Section
2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each
Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a
Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and
unconditionally agrees to, purchase from the Swing Line Lender a risk
participation in such Swing Line Loan in an amount equal to the product of such
Lender's Pro Rata Share times the amount of such Swing Line Loan.

         (b)      Borrowing Procedures. Each Swing Line Borrowing shall be made
upon the Borrower's irrevocable notice to the Swing Line Lender and the
Administrative Agent, which may be given by telephone. Each such notice must be
received by the Swing Line Lender and the Administrative Agent not later than
1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to
be borrowed, which shall be a minimum of $100,000, and (ii) the requested
borrowing date, which shall be a Business Day. Each such telephonic notice must
be confirmed promptly by delivery to the Swing Line Lender and the
Administrative Agent of a written Swing Line Loan Notice, appropriately
completed and signed by a Responsible Officer of the Borrower. Promptly after
receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the
Swing Line Lender will confirm with the Administrative Agent (by telephone or in
writing) that the Administrative Agent has also received such Swing Line Loan
Notice and, if not, the Swing Line Lender will notify the Administrative Agent
(by telephone or in writing) of the contents thereof. Unless the Swing Line
Lender has received notice (by telephone or in writing) from the Administrative
Agent (including at the request of any Lender) prior to 2:00 p.m. on the date of
the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to
make such Swing Line Loan as a result of the limitations set forth in the
proviso to the first sentence of Section 2.04(a), or (B) that one or more of the
applicable conditions specified in Article IV is not then satisfied, then,
subject to the terms and conditions hereof, the Swing Line Lender will, not
later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan
Notice, make the amount of its Swing Line Loan available to the Borrower at its
office by crediting the account of the Borrower on the books of the Swing Line
Lender in immediately available funds.

         (c)      Refinancing of Swing Line Loans.

                  (i)      The Swing Line Lender at any time in its sole and
         absolute discretion may request, on behalf of the Borrower (which
         hereby irrevocably authorizes the Swing Line Lender to so request on
         its behalf), that each Lender make a Base Rate Committed Loan in an
         amount equal to such Lender's Pro Rata Share of the amount of Swing
         Line Loans then outstanding. Such request shall be made in writing
         (which written request shall be deemed to be a Committed Loan Notice
         for purposes hereof) and in accordance with the requirements of Section
         2.02, without regard to the minimum and multiples specified therein for
         the principal amount of Base Rate Loans, but subject to the unutilized
         portion of the Aggregate Commitments and the conditions set forth in
         Section 4.02. The Swing Line Lender shall furnish the Borrower with a
         copy of the applicable Committed Loan Notice promptly after delivering
         such notice to the Administrative Agent. Each Lender shall make an
         amount equal to its Pro Rata Share of the amount specified in such
         Committed Loan Notice available to the Administrative Agent in
         immediately available funds for the account of the Swing Line Lender at
         the Administrative Agent's Office not later than 1:00 p.m. on the day
         specified in such Committed Loan Notice, whereupon, subject to Section
         2.04(c)(ii), each Lender that so makes funds available shall be deemed
         to have made a Base Rate Committed Loan to the Borrower in such amount.
         The Administrative Agent shall remit the funds so received to the Swing
         Line Lender.


                                       27
<PAGE>
                  (ii)     If for any reason any Swing Line Loan cannot be
         refinanced by such a Committed Borrowing in accordance with Section
         2.04(c)(i), the request for Base Rate Committed Loans submitted by the
         Swing Line Lender as set forth herein shall be deemed to be a request
         by the Swing Line Lender that each of the Lenders fund its risk
         participation in the relevant Swing Line Loan and each Lender's payment
         to the Administrative Agent for the account of the Swing Line Lender
         pursuant to Section 2.04(c)(i) shall be deemed payment in respect of
         such participation.

                  (iii)    If any Lender fails to make available to the
         Administrative Agent for the account of the Swing Line Lender any
         amount required to be paid by such Lender pursuant to the foregoing
         provisions of this Section 2.04(c) by the time specified in Section
         2.04(c)(i), the Swing Line Lender shall be entitled to recover from
         such Lender (acting through the Administrative Agent), on demand, such
         amount with interest thereon for the period from the date such payment
         is required to the date on which such payment is immediately available
         to the Swing Line Lender at a rate per annum equal to the Federal Funds
         Rate from time to time in effect. A certificate of the Swing Line
         Lender submitted to any Lender (through the Administrative Agent) with
         respect to any amounts owing under this clause (iii) shall be
         conclusive absent manifest error.

                  (iv)     Each Lender's obligation to make Committed Loans or
         to purchase and fund risk participations in Swing Line Loans pursuant
         to this Section 2.04(c) shall be absolute and unconditional and shall
         not be affected by any circumstance, including (A) any set-off,
         counterclaim, recoupment, defense or other right which such Lender may
         have against the Swing Line Lender, the Borrower or any other Person
         for any reason whatsoever, (B) the occurrence or continuance of a
         Default, or (C) any other occurrence, event or condition, whether or
         not similar to any of the foregoing; provided, however, that each
         Lender's obligation to make Committed Loans pursuant to this Section
         2.04(c) is subject to the conditions set forth in Section 4.02. No such
         funding of risk participations shall relieve or otherwise impair the
         obligation of the Borrower to repay Swing Line Loans, together with
         interest as provided herein.

         (d)      Repayment of Participations.

                  (i)      At any time after any Lender has purchased and funded
         a risk participation in a Swing Line Loan, if the Swing Line Lender
         receives any payment on account of such Swing Line Loan, the Swing Line
         Lender will distribute to such Lender its Pro Rata Share of such
         payment (appropriately adjusted, in the case of interest payments, to
         reflect the period of time during which such Lender's risk
         participation was funded) in the same funds as those received by the
         Swing Line Lender.

                  (ii)     If any payment received by the Swing Line Lender in
         respect of principal or interest on any Swing Line Loan is required to
         be returned by the Swing Line Lender under any of the circumstances
         described in Section 10.06 (including pursuant to any settlement
         entered into by the Swing Line Lender in its discretion), each Lender
         shall pay to the Swing Line Lender its Pro Rata Share thereof on demand
         of the Administrative Agent, plus interest thereon from the date of
         such demand to the date such amount is returned, at a rate per annum
         equal to the Federal Funds Rate. The Administrative Agent will make
         such demand upon the request of the Swing Line Lender.

         (e)      Interest for Account of Swing Line Lender. The Swing Line
Lender shall be responsible for invoicing the Borrower for interest on the Swing
Line Loans. Until each Lender funds its Base Rate


                                       28
<PAGE>
Committed Loan or risk participation pursuant to this Section 2.04 to refinance
such Lender's Pro Rata Share of any Swing Line Loan, interest in respect of such
Pro Rata Share shall be solely for the account of the Swing Line Lender.

         (f)      Payments Directly to Swing Line Lender. The Borrower shall
make all payments of principal and interest in respect of the Swing Line Loans
directly to the Swing Line Lender.

         SECTION 2.05     PREPAYMENTS.

         (a)      The Borrower may, upon notice to the Administrative Agent, at
any time or from time to time voluntarily prepay Committed Loans in whole or in
part without premium or penalty; provided that (i) such notice must be received
by the Administrative Agent not later than 11:00 a.m. (A) three Business Days
prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of
prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate
Loans shall be in a principal amount of $5,000,000 or a whole multiple of
$1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Committed
Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000
in excess thereof or, in each case, if less, the entire principal amount thereof
then outstanding. Each such notice shall specify the date and amount of such
prepayment and the Type(s) of Committed Loans to be prepaid. The Administrative
Agent will promptly notify each Lender of its receipt of each such notice, and
of the amount of such Lender's Pro Rata Share of such prepayment. If such notice
is given by the Borrower, the Borrower shall make such prepayment and the
payment amount specified in such notice shall be due and payable on the date
specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied
by all accrued interest thereon, together with any additional amounts required
pursuant to Section 3.05. Each such prepayment shall be applied to the Committed
Loans of the Lenders in accordance with their respective Pro Rata Shares. Any
prepayment of a Committed Loan with respect to which the Borrower has agreed to
pay an Alternative Rate to the Alternative Rate Lender shall also be accompanied
by any relevant Breakage Amount.

         (b)      The Borrower may, upon notice to the Swing Line Lender (with a
copy to the Administrative Agent), at any time or from time to time, voluntarily
prepay Swing Line Loans in whole or in part without premium or penalty; provided
that (i) such notice must be received by the Swing Line Lender and the
Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and
(ii) any such prepayment shall be in a minimum principal amount of $100,000.
Each such notice shall specify the date and amount of such prepayment. If such
notice is given by the Borrower, the Borrower shall make such prepayment and the
payment amount specified in such notice shall be due and payable on the date
specified therein.

         (c)      If for any reason the Total Outstandings at any time exceed
the Aggregate Commitments then in effect, the Borrower shall immediately prepay
Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal
to such excess; provided, however, that the Borrower shall not be required to
Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless
after the prepayment in full of the Committed Loans and Swing Line Loans the
Total Outstandings exceed the Aggregate Commitments then in effect.

         SECTION 2.06     TERMINATION OR REDUCTION OF COMMITMENTS. The Borrower
may, upon notice to the Administrative Agent, terminate the Aggregate
Commitments, or from time to time permanently reduce the Aggregate Commitments;
provided that (i) any such notice shall be received by the Administrative Agent
not later than 11:00 a.m. five Business Days prior to the date of termination or
reduction, (ii) any such partial reduction shall be in an aggregate amount of
$10,000,000 or any whole


                                       29
<PAGE>
multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate
or reduce the Aggregate Commitments if, after giving effect thereto and to any
concurrent prepayments hereunder, the Total Outstandings would exceed the
Aggregate Commitments, and (iv) if, after giving effect to any reduction of the
Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit
exceeds the amount of the Aggregate Commitments, such Sublimit shall be
automatically reduced by the amount of such excess. The Administrative Agent
will promptly notify the Lenders of any such notice of termination or reduction
of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall
be applied to the Commitment of each Lender according to its Pro Rata Share. All
facility and utilization fees accrued until the effective date of any
termination of the Aggregate Commitments shall be paid on the effective date of
such termination.

         SECTION 2.07     REPAYMENT OF LOANS.

         (a)      The Borrower shall repay to the Lenders on the Maturity Date
the aggregate principal amount of Committed Loans outstanding on such date.

         (b)      The Borrower shall repay each Swing Line Loan on the earlier
to occur of (i) the date fourteen Business Days after such Loan is made and (ii)
the Maturity Date.

         SECTION 2.08     INTEREST.

         (a)      Subject to the provisions of Section 2.07 and subsection (b)
below, (i) each Eurodollar Rate Loan shall bear interest on the outstanding
principal amount thereof for each Interest Period at a rate per annum equal to
the Eurodollar Rate for such Interest Period plus the Applicable Rate; (ii) each
Base Rate Committed Loan shall bear interest on the outstanding principal amount
thereof from the applicable borrowing date at a rate per annum equal to the Base
Rate; and (iii) each Swing Line Loan shall bear interest on the outstanding
principal amount thereof from the applicable borrowing date at a rate per annum
equal to the Base Rate.

         (b)      If any amount payable by the Borrower under any Loan Document
is not paid when due (without regard to any applicable grace periods), whether
at stated maturity, by acceleration or otherwise, such amount shall thereafter
bear interest at a fluctuating interest rate per annum at all times equal to the
Default Rate to the fullest extent permitted by applicable Laws. Furthermore,
while any Event of Default exists, the Borrower shall pay interest on the
principal amount of all outstanding Obligations hereunder at a fluctuating
interest rate per annum at all times equal to the Default Rate to the fullest
extent permitted by applicable Laws. Accrued and unpaid interest on past due
amounts (including interest on past due interest) shall be due and payable upon
demand.

         (c)      Interest on each Loan shall be due and payable in arrears on
each Interest Payment Date applicable thereto and at such other times as may be
specified herein. To the extent permitted by Law, interest hereunder shall be
due and payable in accordance with the terms hereof before and after judgment,
and before and after the commencement of any proceeding under any Debtor Relief
Law.

         (d)      Upon the written acceptance of a Request for Alternative Rate
by the Alternative Rate Lender with respect to a Committed Loan or any portion
thereof (including continuations thereof in accordance with the next to last
sentence of Section 2.02(a)), the Borrower shall pay interest to the Alternative
Rate Lender for its account on the unpaid principal amount of such Committed
Loan or relevant portion thereof at a rate per annum equal to the Alternative
Rate from the effective date of the Alternative Rate Agreement on each Interest
Payment Date occurring prior to the end of (and including


                                       30
<PAGE>
the last day of) the Alternative Rate Period for such Committed Loan or earlier
termination of the Alternative Rate pursuant to the terms of the Alternative
Rate Agreement or this Agreement; provided, however, that each Lender (other
than the Alternative Rate Lender) shall continue to receive from the
Administrative Agent (after its receipt of payment from the Alternative Rate
Lender as set forth in the immediately following sentence) its Pro Rata Share of
interest on such Committed Loan determined pursuant to subsection (a) above. The
Lenders agree that to the extent that the Borrower pays the Alternative Rate on
an Interest Payment Date for a Committed Loan or relevant portion thereof to the
Alternative Rate Lender, the Borrower's obligation to pay interest on such
Committed Loan on such Interest Payment Date shall have been satisfied and it
shall be the responsibility of the Alternative Rate Lender to pay to the
Administrative Agent for the account of the other Lenders the interest due on
such Committed Loan determined pursuant to subsection (a) above on such Interest
Payment Date. The Borrower and Lenders acknowledge and agree that (i) the
Alternative Rate Lender may, in its sole discretion, at any time upon the
occurrence of any event or condition described in Section 3.05(b), by notice to
the Borrower and the Administrative Agent terminate the Alternative Rate
Agreement and cause the Alternative Rate applicable to a Committed Loan to
revert to (A) the interest rate otherwise applicable to such Committed Loan
determined pursuant to subsection (a) above (the "Original Rate"), or (B) the
Default Rate if it would then be applicable to such Committed Loan pursuant to
subsection (b) above, (ii) if, with respect to a Committed Loan as to which an
Alternative Rate is then applicable, the Lenders (other than the Alternative
Rate Lender) shall fail to receive the Original Rate or, if applicable, the
Default Rate for such Committed Loan from the Administrative Agent, the
Alternative Rate shall automatically revert to the Original Rate or, if
applicable, the Default Rate for such Committed Loan and the Alternative Rate
Agreement applicable to such Loan shall, at the discretion of the Alternative
Rate Lender, terminate, and (iii) no Lender shall have any right to any payment
or performance from the Alternative Rate Lender hereunder or otherwise in
respect of any Alternative Rate Agreement other than as provided in the second
sentence of this Section 2.08(d). The Borrower and the Lenders further
acknowledge and agree that notwithstanding the foregoing, in the event that the
Default Rate shall at any time apply to a Committed Loan as to which an
Alternative Rate Agreement remains in effect, the Borrower shall be solely
responsible for the full and timely payment to the Administrative Agent for the
account of the Lenders (including the Alternative Rate Lender) of the amount by
which such Default Rate exceeds the Original Rate. Further, the Borrower and the
Lenders acknowledge and agree that notwithstanding the foregoing, in the event
that any taxes, costs or expenses shall be required to be paid by the Borrower
under Article III or Section 10.15 with respect to any Commited Loan as to which
an Alternative Rate Agreement remains in effect, the Borrower shall be solely
responsible for the full and timely payment to the Administrative Agent for the
account of the Lenders (including the Alternative Rate Lender) of any such
taxes, costs or expenses under Article III or Section 10.15.

         SECTION 2.09     FEES. In addition to certain fees described in
subsections (i) and (j) of Section 2.03:

         (a)      Facility Fee. The Borrower shall pay to the Administrative
Agent for the account of each Lender in accordance with its Pro Rata Share, a
facility fee equal to the Applicable Rate times the actual daily amount of the
Aggregate Commitments (or, if the Aggregate Commitments have terminated, on the
Outstanding Amount of all Committed Loans, Swing Line Loans and L/C
Obligations), regardless of usage. The facility fee shall accrue at all times
during the Availability Period (and thereafter so long as any Committed Loans,
Swing Line Loans or L/C Obligations remain outstanding), including at any time
during which one or more of the conditions in Article IV is not met, and shall
be due and payable quarterly in arrears on the last Business Day of each March,
June, September and December, commencing with the first such date to occur after
the Closing Date, and on the Maturity Date (and, if applicable, thereafter on
demand). The facility fee shall be calculated quarterly in arrears, and if there
is


                                       31
<PAGE>
any change in the Applicable Rate during any quarter, the actual daily amount
shall be computed and multiplied by the Applicable Rate separately for each
period during such quarter that such Applicable Rate was in effect.

         (b)      Utilization Fee. The Borrower shall pay to the Administrative
Agent for the account of each Lender in accordance with its Pro Rata Share, a
utilization fee equal to the Utilization Fee Applicable Rate times the Total
Outstandings on each day that the sum of (i) the Total Outstandings plus (ii)
the Total Outstandings (as such term is defined in the 364-Day Facility) under
the 364-Day Facility on such day exceeds 33% of the actual daily amount of the
sum of (i) the Aggregate Commitments plus (ii) the Aggregate Commitments (as
such term is defined in the 364-Day Facility) under the 364-Day Facility. The
utilization fee under this Agreement shall be due and payable quarterly in
arrears on the last Business Day of each March, June, September and December,
commencing with the first such date to occur after the Closing Date, and ending
on the Maturity Date. The utilization fee under this Agreement shall be
calculated quarterly in arrears and if there is any change in the Applicable
Rate during any quarter, the daily amount shall be computed and multiplied by
the Utilization Fee Applicable Rate for each period during which such
Utilization Fee Applicable Rate was in effect. The utilization fee shall accrue
at all times, including at any time during which one or more of the conditions
in Article IV is not met.

         (c)      Other Fees. (i) The Borrower shall pay to the Joint Lead
Arrangers and the Administrative Agent for their own respective accounts fees in
the amounts and at the times specified in the Commitment Letter and the Fee
Letter. Unless agreed to otherwise, such fees shall be fully earned when paid
and shall not be refundable for any reason whatsoever.

                  (ii)     The Borrower shall pay to the Lenders such fees as
         shall have been separately agreed upon in writing in the amounts and at
         the times so specified. Such fees shall be fully earned when paid and
         shall not be refundable for any reason whatsoever.

         SECTION 2.10     COMPUTATION OF INTEREST AND FEES. All computations of
interest for Base Rate Loans when the Base Rate is determined by Bank of
America's "prime rate" shall be made on the basis of a year of 365 or 366 days,
as the case may be, and actual days elapsed. All other computations of fees and
interest (including Alternative Rate) shall be made on the basis of a 360-day
year and actual days elapsed (which results in more fees or interest, as
applicable, being paid than if computed on the basis of a 365-day year).
Interest shall accrue on each Loan for the day on which the Loan is made, and
shall not accrue on a Loan, or any portion thereof, for the day on which the
Loan or such portion is paid, provided that any Loan that is repaid on the same
day on which it is made shall, subject to Section 2.12(a), bear interest for one
day. Each determination by the Administrative Agent of an interest rate or fee
hereunder shall be conclusive and binding for all purposes, absent manifest
error.

         SECTION 2.11     EVIDENCE OF DEBT.

         (a)      The Credit Extensions made by each Lender shall be evidenced
by one or more accounts or records maintained by such Lender and by the
Administrative Agent in the ordinary course of business. The accounts or records
maintained by the Administrative Agent and each Lender shall be conclusive
absent manifest error of the amount of the Credit Extensions made by the Lenders
to the Borrower and the interest and payments thereon. Any failure to so record
or any error in doing so shall not, however, limit or otherwise affect the
obligation of the Borrower hereunder to pay any amount owing with respect to the
Obligations. In the event of any conflict between the accounts and records
maintained by any Lender and the accounts and records of the Administrative
Agent in respect of such


                                       32
<PAGE>
matters, the accounts and records of the Administrative Agent shall control in
the absence of manifest error. Upon the request of any Lender made through the
Administrative Agent, the Borrower shall execute and deliver to such Lender
(through the Administrative Agent) a Note, which shall evidence such Lender's
Loans in addition to such accounts or records. Each Lender may attach schedules
to its Note and endorse thereon the date, Type (if applicable), amount and
maturity of its Loans and payments with respect thereto.

         (b)      In addition to the accounts and records referred to in
subsection (a), each Lender and the Administrative Agent shall maintain in
accordance with its usual practice accounts or records evidencing the purchases
and sales by such Lender of participations in Letters of Credit and Swing Line
Loans. In the event of any conflict between the accounts and records maintained
by the Administrative Agent and the accounts and records of any Lender in
respect of such matters, the accounts and records of the Administrative Agent
shall control in the absence of manifest error.

         (c)      Entries made in good faith by the Administrative Agent in the
Register pursuant to subsections (a) and (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 the Borrower to, in the case of the Register, each Lender
and, in the case of such account or accounts, such Lender, under this Agreement
and the other Loan Documents, absent manifest error; provided that the failure
of the Administrative 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 the Borrower under this Agreement
and the other Loan Documents.

         SECTION 2.12     PAYMENTS GENERALLY.

         (a)      All payments to be made by the Borrower shall be made without
condition or deduction for any counterclaim, defense, recoupment or set-off.
Except as otherwise expressly provided herein, all payments by the Borrower
hereunder shall be made to the Administrative Agent, for the account of the
respective Lenders to which such payment is owed, at the Administrative Agent's
Office in Dollars and in immediately available funds not later than 2:00 p.m. on
the date specified herein. The Administrative Agent will promptly distribute to
each Lender its Pro Rata Share (or other applicable share as provided herein) of
such payment in like funds as received by wire transfer to such Lender's Lending
Office. All payments received by the Administrative Agent after 2:00 p.m. shall
be deemed received on the next succeeding Business Day and any applicable
interest or fee shall continue to accrue.

         (b)      If any payment to be made by the Borrower shall come due on a
day other than a Business Day, payment shall be made on the next following
Business Day, and such extension of time shall be reflected in computing
interest or fees, as the case may be; provided, however, that, if such extension
would cause payment of interest on or principal of Eurodollar Rate Loans to be
made in the next succeeding calendar month, such payment shall be made on the
immediately preceding Business Day.

         (c)      Unless the Borrower, the Alternative Rate Lender or any Lender
has notified the Administrative Agent, prior to the date any payment is required
to be made by it to the Administrative Agent hereunder, that the Borrower or
such Alternative Rate Lender or Lender, as the case may be, will not make such
payment, the Administrative Agent may assume that the Borrower or such
Alternative Rate Lender or Lender, as the case may be, has timely made such
payment and may (but shall not be so required to), in reliance thereon, make
available a corresponding amount to the Person entitled thereto. If


                                       33
<PAGE>
and to the extent that such payment was not in fact made to the Administrative
Agent in immediately available funds, then:

                  (i)      if the Borrower or Alternative Rate Lender failed to
         make such payment, each Lender shall forthwith on demand repay to the
         Administrative Agent the portion of such assumed payment that was made
         available to such Lender in immediately available funds, together with
         interest thereon in respect of each day from and including the date
         such amount was made available by the Administrative Agent to such
         Lender to the date such amount is repaid to the Administrative Agent in
         immediately available funds at the Federal Funds Rate from time to time
         in effect; and

                  (ii)     if any Lender failed to make such payment, such
         Lender shall forthwith on demand pay to the Administrative Agent the
         amount thereof in immediately available funds, together with interest
         thereon for the period from the date such amount was made available by
         the Administrative Agent to the Borrower to the date such amount is
         recovered by the Administrative Agent (the "Compensation Period") at a
         rate per annum equal to the Federal Funds Rate from time to time in
         effect. If such Lender pays such amount to the Administrative Agent,
         then such amount shall constitute such Lender's Committed Loan included
         in the applicable Borrowing. If such Lender does not pay such amount
         forthwith upon the Administrative Agent's demand therefor, the
         Administrative Agent may make a demand therefor upon the Borrower, and
         the Borrower shall pay such amount to the Administrative Agent,
         together with interest thereon for the Compensation Period at a rate
         per annum equal to the rate of interest applicable to the applicable
         Borrowing. Nothing herein shall be deemed to relieve any Lender from
         its obligation to fulfill its Commitment or to prejudice any rights
         which the Administrative Agent or the Borrower may have against any
         Lender as a result of any default by such Lender hereunder.

         A notice from the Administrative Agent to any Lender or the Borrower
with respect to any amount owing under this subsection (c) shall be conclusive,
absent manifest error.

         (d)      If any Lender makes available to the Administrative Agent
funds for any Loan to be made by such Lender as provided in the foregoing
provisions of this Article II, and such funds are not made available to the
Borrower by the Administrative Agent because the conditions to the applicable
Credit Extension set forth in Article IV are not satisfied or waived in
accordance with the terms hereof, the Administrative Agent shall return such
funds (in like funds as received from such Lender) to such Lender, without
interest.

         (e)      The obligations of the Lenders hereunder to make Committed
Loans and to fund participations in Letters of Credit and Swing Line Loans are
several and not joint. The failure of any Lender to make any Committed Loan or
to fund any such participation on any date required hereunder shall not relieve
any other Lender of its corresponding obligation to do so on such date, and no
Lender shall be responsible for the failure of any other Lender to so make its
Committed Loan or purchase its participation.

         (f)      Nothing herein shall be deemed to obligate any Lender to
obtain the funds for any Loan in any particular place or manner or to constitute
a representation by any Lender that it has obtained or will obtain the funds for
any Loan in any particular place or manner.


                                       34
<PAGE>
         (g)      The Borrower hereby authorizes each Lender, if and to the
extent payment owed to such Lender is not made when due hereunder or, in the
case of a Lender under the Note held by such Lender, to charge from time to time
against any and all of the Borrower's accounts with such Lender any amount so
due.

         SECTION 2.13     SHARING OF PAYMENTS. If, other than as expressly
provided elsewhere herein, any Lender shall obtain on account of the Committed
Loans made by it, or the participations in L/C Obligations or in Swing Line
Loans held by it, any payment (whether voluntary, involuntary, through the
exercise of any right of set-off, or otherwise) in excess of its ratable share
(or other share contemplated hereunder) thereof, such Lender shall immediately
(a) notify the Administrative Agent of such fact, and (b) purchase from the
other Lenders such participations in the Committed Loans made by them and/or
such subparticipations in the participations in L/C Obligations or Swing Line
Loans held by them, as the case may be, as shall be necessary to cause such
purchasing Lender to share the excess payment in respect of such Committed Loans
or such participations, as the case may be, pro rata with each of them;
provided, however, that if all or any portion of such excess payment is
thereafter recovered from the purchasing Lender under any of the circumstances
described in Section 10.06 (including pursuant to any settlement entered into by
the purchasing Lender in its discretion), such purchase shall to that extent be
rescinded and each other Lender shall repay to the purchasing Lender the
purchase price paid therefor, together with an amount equal to such paying
Lender's ratable share (according to the proportion of (i) the amount of such
paying 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, without further
interest thereon; provided, further, that payment of any Breakage Amount by the
Borrower which has been obtained by the Alternative Rate Lender by set-off
pursuant to Section 10.09 hereof shall not be subject to the provisions of this
Section. The Borrower agrees that any Lender so purchasing a participation from
another Lender may, to the fullest extent permitted by law, exercise all its
rights of payment (including the right of set-off, but subject to Section 10.09)
with respect to such participation as fully as if such Lender were the direct
creditor of the Borrower in the amount of such participation. The Administrative
Agent will keep records (which shall be conclusive and binding in the absence of
manifest error) of participations purchased under this Section and will in each
case notify the Lenders and the Borrower following any such purchases or
repayments. Each Lender that purchases a participation pursuant to this Section
shall from and after such purchase have the right to give all notices, requests,
demands, directions and other communications under this Agreement with respect
to the portion of the Obligations purchased to the same extent as though the
purchasing Lender were the original owner of the Obligations purchased.

         SECTION 2.14     INCREASE IN COMMITMENTS.

         (a)      Provided there exists no Default, upon notice to the
Administrative Agent (which shall promptly notify the Lenders), the Borrower may
from time to time, request an increase in the Aggregate Commitments; provided
that such increase(s) in the Aggregate Commitments hereunder, when combined with
any increase(s) in the Aggregate Commitments (as such term is defined in the
364-Day Facility) requested by the Borrower pursuant to Section 2.14 of the
364-Day Facility, total no more than $100,000,000 in the aggregate. At the time
of sending such notice, the Borrower (in consultation with the Administrative
Agent) shall specify the time period within which each Lender is requested to
respond (which shall in no event be less than five Business Days from the date
of delivery of such notice to the Lenders). Each Lender shall notify the
Administrative Agent within such time period whether or not it agrees to
increase its Commitment and, if so, whether by an amount equal to, greater than,
or less than its Pro Rata Share of such requested increase. Any Lender not
responding within such time period shall be deemed to have declined to increase
its Commitment. The Administrative Agent shall notify the


                                       35
<PAGE>
Borrower and each Lender of the Lenders' responses to each request made
hereunder. To achieve the full amount of a requested increase, the Borrower may
also invite additional Eligible Assignees to become Lenders pursuant to a
joinder agreement substantially in the form of Exhibit G (a "Joinder").

         (b)      If the Aggregate Commitments are increased in accordance with
this Section, the Administrative Agent and the Borrower shall determine within a
reasonable period of time the effective date (the "Increase Effective Date") and
the final allocation of such increase. The Administrative Agent shall promptly
notify the Borrower and the Lenders of the final allocation of such increase and
the Increase Effective Date. As a condition precedent to such increase, the
Borrower shall deliver to the Administrative Agent a certificate of the Borrower
dated as of the Increase Effective Date (in sufficient copies for each Lender)
signed by a Responsible Officer of the Borrower (i) certifying and attaching the
resolutions adopted by the Borrower approving or consenting to such increase,
and (ii) certifying that, before and after giving effect to such increase, (A)
the representations and warranties contained in Article V and the other Loan
Documents are true and correct in all material respects on and as of the
Increase Effective Date, except to the extent that such representations and
warranties specifically refer to an earlier date, in which case they are true
and correct in all material respects as of such earlier date, and except that
for purposes of this Section 2.14, the representations and warranties contained
in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most
recent statements furnished pursuant to subsections (a) and (b), respectively,
of Section 6.01, and (B) no Default exists. The Borrower shall prepay any
Committed Loans outstanding on the Increase Effective Date (and pay any
additional amounts required pursuant to Section 3.05) to the extent necessary to
keep the outstanding Committed Loans ratable with any revised Pro Rata Shares
arising from any nonratable increase in the Aggregate Commitments under this
Section.

         (c)      This Section shall supersede any provisions in Sections 2.13
or 10.01 to the contrary.

                                  ARTICLE III
                     TAXES, YIELD PROTECTION AND ILLEGALITY

         SECTION 3.01     TAXES.

         (a)      Subject to Section 10.15, any and all payments by the Borrower
to or for the account of the Administrative Agent or any Lender under any Loan
Document shall be made free and clear of and without deduction for any and all
present or future taxes, duties, levies, imposts, deductions, assessments, fees,
withholdings or similar charges, and all liabilities with respect thereto,
excluding, in the case of the Administrative Agent and each Lender, taxes
imposed on or measured by its overall net or gross income, and franchise taxes
imposed on it (in lieu of net or gross income taxes), by the jurisdiction (or
any political subdivision thereof) under the Laws of which the Administrative
Agent, such Lender or applicable Lending Office, as the case may be, is
organized or maintains a lending office (all such non-excluded taxes, duties,
levies, imposts, deductions, assessments, fees, withholdings or similar charges,
and liabilities being hereinafter referred to as "Taxes"). Subject to Section
10.15, if the Borrower shall be required by any Laws to deduct any Taxes from or
in respect of any sum payable under any Loan Document to the Administrative
Agent or any Lender, (i) the sum payable shall be increased as necessary so that
after making all required deductions (including deductions applicable to
additional sums payable under this Section), each of the Administrative Agent
and such Lender receives an amount equal to the sum it would have received had
no such deductions been made, (ii) the Borrower shall make such deductions,
(iii) the Borrower shall pay the full amount deducted to the relevant taxation
authority or other authority in accordance with applicable Laws, and (iv) within
30 days after the date of such


                                       36
<PAGE>
payment, the Borrower shall furnish to the Administrative Agent (which shall
forward the same to such Lender) the original or a certified copy of a receipt
evidencing payment thereof.

         (b)      In addition, the Borrower agrees to pay any and all present or
future stamp, court or documentary taxes and any other excise or property taxes
or charges or similar levies which arise from any payment made under any Loan
Document or from the execution, delivery, performance, enforcement or
registration of, or otherwise with respect to, any Loan Document (hereinafter
referred to as "Other Taxes").

         (c)      If the Borrower shall be required to deduct or pay any Taxes
or Other Taxes from or in respect of any sum payable under any Loan Document to
the Administrative Agent or any Lender, the Borrower shall also pay to the
Administrative Agent or to such Lender, as the case may be, at the time interest
is paid, such additional amount that the Administrative Agent or such Lender
specifies is necessary to preserve the after-tax yield (after factoring in all
taxes, including taxes imposed on or measured by net or gross income) that the
Administrative Agent or such Lender would have received if such Taxes or Other
Taxes had not been imposed.

         (d)      The Borrower agrees to indemnify the Administrative Agent and
each Lender for (i) the full amount of Taxes and Other Taxes (including any
Taxes or Other Taxes imposed or asserted by any jurisdiction on amounts payable
under this Section 3.01) paid by the Administrative Agent and such Lender, (ii)
amounts payable under Section 3.01(c) and (iii) any liability (including
additions to tax, penalties, interest and expenses) arising therefrom or with
respect thereto, in each case whether or not such Taxes or Other Taxes were
correctly or legally imposed or asserted by the relevant Governmental Authority.
Payment under this subsection (d) shall be made within 30 days after the date
the Lender or the Administrative Agent makes a demand therefor.

         SECTION 3.02     ILLEGALITY. If any Lender determines that any Law has
made it unlawful, or that any Governmental Authority has asserted that it is
unlawful, for any Lender or its applicable Lending Office to make, maintain or
fund Eurodollar Rate Loans, or to determine or charge interest rates based upon
the Eurodollar Rate, then, on notice thereof by such Lender to the Borrower
through the Administrative Agent, any obligation of such Lender to make or
continue Eurodollar Rate Loans or to convert Base Rate Committed Loans to
Eurodollar Rate Loans shall be suspended until such Lender notifies the
Administrative Agent and the Borrower that the circumstances giving rise to such
determination no longer exist. Upon receipt of such notice, the Borrower shall,
upon demand from such Lender (with a copy to the Administrative Agent), prepay
or, if applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate
Loans, either on the last day of the Interest Period therefor, if such Lender
may lawfully continue to maintain such Eurodollar Rate Loans to such day, or
immediately, if such Lender may not lawfully continue to maintain such
Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower
shall also pay accrued interest on the amount so prepaid or converted. Each
Lender agrees to designate a different Lending Office if such designation will
avoid the need for such notice and will not, in the good faith judgment of such
Lender, otherwise be materially disadvantageous to such Lender. As to any such
affected Lender, any Eurodollar Rate Loan will be funded as a Base Rate Loan.

         SECTION 3.03     INABILITY TO DETERMINE RATES. If the Required Lenders
determine that for any reason adequate and reasonable means do not exist for
determining the Eurodollar Rate for any requested Interest Period with respect
to a proposed Eurodollar Rate Loan, or that the Eurodollar Rate for any
requested Interest Period with respect to a proposed Eurodollar Rate Loan does
not adequately and fairly reflect the cost to such Lenders of funding such Loan,
the Administrative Agent will promptly so


                                       37
<PAGE>
notify the Borrower and each Lender. Thereafter, the obligation of the Lenders
to make or maintain Eurodollar Rate Loans shall be suspended until the
Administrative Agent (upon the instruction of the Required Lenders) revokes such
notice. Upon receipt of such notice, the Borrower may revoke any pending request
for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans or,
failing that, will be deemed to have converted such request into a request for a
Committed Borrowing of Base Rate Loans in the amount specified therein.

         SECTION 3.04     INCREASED COST AND REDUCED RETURN; CAPITAL ADEQUACY;
RESERVES ON EURODOLLAR RATE LOANS.

         (a)      If any Lender determines that as a result of the introduction
of or any change in any Law after the Closing Date or in the interpretation of
any Law after the Closing Date, or such Lender's compliance therewith, there
shall be any increase in the cost to such Lender of agreeing to make or making,
funding or maintaining Eurodollar Rate Loans or (as the case may be) issuing or
participating in Letters of Credit, or a reduction in the amount received or
receivable by such Lender in connection with any of the foregoing (excluding for
purposes of this subsection (a) any such increased costs or reduction in amount
resulting from (i) Taxes or Other Taxes (as to which Section 3.01 shall govern),
(ii) changes in the basis of taxation of overall net income or overall gross
income by the United States or any foreign jurisdiction or any political
subdivision of either thereof under the Laws of which such Lender is organized
or has its Lending Office, and (iii) reserve requirements contemplated by
Section 3.04(c)), then from time to time upon demand of such Lender (with a copy
of such demand to the Administrative Agent), the Borrower shall pay to such
Lender such additional amounts as will compensate such Lender for such increased
cost or reduction.

         (b)      If any Lender determines that the introduction of any Law
regarding capital adequacy after the Closing Date or any change therein or in
the interpretation thereof after the Closing Date, or compliance by such Lender
(or its Lending Office) therewith, has the effect of reducing the rate of return
on the capital of such Lender or any corporation controlling such Lender as a
consequence of such Lender's obligations hereunder (taking into consideration
its policies with respect to capital adequacy and such Lender's desired return
on capital), then from time to time upon demand of such Lender (with a copy of
such demand to the Administrative Agent), the Borrower shall pay to such Lender
such additional amounts as will compensate such Lender for such reduction.

         (c)      The Borrower shall pay to each Lender, as long as such Lender
shall be required to maintain reserves with respect to liabilities or assets
consisting of or including Eurocurrency funds or deposits (currently known as
"Eurocurrency liabilities"), additional interest on the unpaid principal amount
of each Eurodollar Rate Loan equal to the actual costs of such reserves
allocated to such Loan by such Lender (as determined by such Lender in good
faith, which determination shall be conclusive), which shall be due and payable
on each date on which interest is payable on such Loan, provided the Borrower
shall have received at least 15 days' prior notice (with a copy to the
Administrative Agent) of such additional interest from such Lender. If a Lender
fails to give notice 15 days prior to the relevant Interest Payment Date, such
additional interest shall be due and payable 15 days from receipt of such
notice.

         SECTION 3.05     FUNDING LOSSES; BREAKAGE AMOUNT. (a) Upon demand
of any Lender (with a copy to the Administrative Agent) from time to time, the
Borrower shall promptly compensate such Lender for and hold such Lender harmless
from any loss, cost or expense incurred by it as a result of:


                                       38
<PAGE>
                  (i)      any continuation, conversion, payment or prepayment
         of any Loan other than a Base Rate Loan on a day other than the last
         day of the Interest Period for such Loan (whether voluntary, mandatory,
         automatic, by reason of acceleration, or otherwise); or

                  (ii)     any failure by the Borrower (for a reason other than
         the failure of such Lender to make a Loan) to prepay, borrow, continue
         or convert any Loan other than a Base Rate Loan on the date or in the
         amount notified by the Borrower;

excluding any loss of anticipated profits but including any loss or expense
arising from the liquidation or reemployment of funds obtained by it to maintain
such Loan or from fees payable to terminate the deposits from which such funds
were obtained. The Borrower shall also pay any customary administrative fees
charged by such Lender in connection with the foregoing.

         For purposes of calculating amounts payable by the Borrower to the
Lenders under this Section 3.05, each Lender shall be deemed to have funded each
Eurodollar Rate Loan made by it at the Eurodollar Rate for such Loan by a
matching deposit or other borrowing in the London interbank eurodollar market
for a comparable amount and for a comparable period, whether or not such
Eurodollar Rate Loan was in fact so funded.

         (b)      Upon demand of the Alternative Rate Lender from time to time,
the Borrower shall promptly compensate the Alternative Rate Lender for and hold
the Alternative Rate Lender harmless from any Breakage Amount incurred by it as
a result of any of the following, whether such events or failures are voluntary
by the Borrower or are mandatory, involuntary or automatic occurrences pursuant
to the terms of this Agreement or otherwise:

                  (i)      any continuation, conversion, payment or prepayment
         of any Loan subject to an Alternative Rate Agreement other than
         continuations to successive Interest Periods during the Alternative
         Rate Period applicable to any Loan effected in accordance with the next
         to last sentence of Section 2.02(a); or

                  (ii)     any failure to consummate an Alternative Rate
         Agreement, or to borrow the Loan described in the Alternative Rate
         Agreement, on the date notified by Borrower; or

                  (iii)    any Loan as to which an Alternative Rate Agreement is
         in effect not being continued to successive Interest Periods of like
         duration during the applicable Alternative Rate Period; or

                  (iv)     the occurrence of any event or condition described in
         Article III hereof which causes a change in, or suspension or
         termination of, the Original Rate otherwise applicable to any Loan
         subject to an Alternative Rate Agreement; or

                  (v)      the occurrence of any Event of Default which shall
         not have been waived.

         SECTION 3.06     MATTERS APPLICABLE TO ALL REQUESTS FOR COMPENSATION.

         A certificate of the Administrative Agent or any Lender claiming
compensation under this Article III and setting forth the additional amount or
amounts to be paid to it hereunder shall be conclusive in the absence of
manifest error. In determining such amount, the Administrative Agent or such
Lender may use any reasonable averaging and attribution methods.


                                       39
<PAGE>
         Notwithstanding anything in this Article III to the contrary, the
Borrower agrees with respect to any amounts due from the Borrower under this
Article III for reimbursement with regard to any taxes, costs or expenses
described in this Article III to pay such amounts within 30 days after notice
from the Lender thereof unless (i) such Lender gives the Borrower notice more
than 180 days after such Lender has knowledge of the occurrence of the event
giving rise to such taxes, costs or expenses or (ii) if such taxes, costs or
expenses are the result of any change in Law that is applied retroactively, more
than 180 days after the date such Law was changed (without giving effect to such
retroactive application).

         SECTION 3.07     SURVIVAL. All of the Borrower's obligations under
this Article III shall survive termination of the Aggregate Commitments and
repayment of all other Obligations hereunder.

                                   ARTICLE IV
                    CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

         SECTION 4.01     CONDITIONS OF INITIAL CREDIT EXTENSION. The
obligation of each Lender to make its initial Credit Extension hereunder is
subject to satisfaction of the following conditions precedent:

         (a)      The Administrative Agent's receipt of the following, each of
which shall be originals or facsimiles (followed promptly by originals) unless
otherwise specified, each properly executed by a Responsible Officer of the
Borrower, each dated the Closing Date (or, in the case of certificates of
governmental officials, a recent date before the Closing Date) and each in form
and substance satisfactory to the Administrative Agent and its legal counsel:

                  (i)      executed counterparts of this Agreement, sufficient
         in number for distribution to the Administrative Agent, each Lender and
         the Borrower;

                  (ii)     a Note executed by the Borrower in favor of each
         Lender requesting a Note;

                  (iii)    such certificates of resolutions or other action,
         incumbency certificates and/or other certificates of a secretary and
         vice president of the Borrower as the Administrative Agent may
         reasonably require evidencing the identity, authority and capacity of
         each Responsible Officer thereof authorized to act as a Responsible
         Officer in connection with this Agreement and the other Loan Documents
         to which the Borrower is a party;

                  (iv)     such documents and certifications as the
         Administrative Agent may reasonably require to evidence that the
         Borrower is duly organized or formed, and that the Borrower is validly
         existing, in good standing and qualified to engage in business in each
         jurisdiction in which it is required to be qualified to engage in
         business to the extent the failure to be so qualified could reasonably
         be expected to have a Material Adverse Effect, including certified
         copies of the Borrower's Organization Documents, certificates of good
         standing and/or qualification to engage in business and tax clearance
         certificates.

                  (v)      a favorable opinion of Bracewell & Patterson L.L.P.,
         counsel to the Borrower, and in-house counsel of the Borrower addressed
         to the Administrative Agent and each Lender, as to the matters set
         forth in Exhibit G and such other matters concerning the Borrower and
         the Loan Documents as the Required Lenders may reasonably request;


                                       40
<PAGE>
                  (vi)     a certificate of a secretary and vice president of
         the Borrower either (A) attaching copies of all consents, licenses and
         approvals required in connection with the execution, delivery and
         performance by the Borrower and the validity against the Borrower of
         the Loan Documents to which it is a party, and such consents, licenses
         and approvals shall be in full force and effect, or (B) stating that no
         such consents, licenses or approvals are so required;

                  (vii)    a certificate signed by a secretary and vice
         president of the Borrower certifying (A) that the conditions specified
         in Sections 4.02(a) and (b) have been satisfied, and (B) that there has
         been no event or circumstance since the date of the Audited Financial
         Statements that has had or could be reasonably expected to have, either
         individually or in the aggregate, a Material Adverse Effect; and (C)
         the current Debt Ratings;

                  (viii)   the 364-Day Facility has been executed and delivered
         by all parties thereto and the conditions set forth in Sections 4.01
         and 4.02 thereof as of the Closing Date have been satisfied or waived
         in accordance with its terms;

                  (ix)     evidence that insurance required to be maintained
         pursuant to the Loan Documents has been obtained and is in effect, as
         the Administrative Agent reasonably may require;

                  (x)      a Committed Loan Notice relating to the initial
         Credit Extension; and

                  (xi)     such other assurances, certificates, documents,
         consents or opinions as the Administrative Agent, the L/C Issuer, the
         Swing Line Lender or the Required Lenders reasonably may require.

         (b)      Any fees and expenses required to be paid on or before the
Closing Date shall have been paid.

         (c)      The Borrower shall have paid all Attorney Costs of the
Administrative Agent to the extent invoiced prior to or on the Closing Date,
plus such additional amounts of Attorney Costs as shall constitute its
reasonable estimate of Attorney Costs incurred or to be incurred by it through
the closing proceedings (provided that such estimate shall not thereafter
preclude a final settling of accounts between the Borrower and the
Administrative Agent).

         (d)      There shall not have occurred since the date of the Audited
Financial Statements any event or circumstance that has had or could be or be
reasonably expected to have, either individually or in the aggregate, a Material
Adverse Effect.

         SECTION 4.02     CONDITIONS TO ALL CREDIT EXTENSIONS. The obligation
of each Lender to honor any Request for Credit Extension (other than a Committed
Loan Notice requesting only a conversion of Committed Loans to the other Type,
or a continuation of Eurodollar Rate Loans) and an increase in the Aggregate
Commitments in accordance with Section 2.14 is subject to the following
conditions precedent:

         (a)      The representations and warranties of the Borrower contained
in Article V or any other Loan Document, or which are contained in any document
furnished at any time under or in connection herewith or therewith, shall be
true and correct in all material respects on and as of the date of such Credit
Extension, and any such Increase Effective Date, except (i) to the extent that
such representations


                                       41
<PAGE>
and warranties specifically refer to an earlier date, in which case they shall
be true and correct in all material respects as of such earlier date, and except
that for purposes of this Section 4.02, (ii) the representations and warranties
contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to
the most recent statements furnished pursuant to subsections (a) and (b),
respectively, of Section 6.01 and (iii) the representations and warranties
contained in Sections 5.05(c) and 5.06 shall be true and correct in all material
respects only as of the date of the initial Credit Extension and any such
Increase Effective Date.

         (b)      No Default shall exist, or would result from such proposed
Credit Extension or increase in Aggregate Commitments in accordance with Section
2.14.

         (c)      The Administrative Agent and, if applicable, the L/C Issuer or
the Swing Line Lender shall have received a Request for Credit Extension or the
certificate referred to in Section 2.14(b) with respect to any increase in
Aggregate Commitments, as applicable, in accordance with the requirements
hereof.

         Each Request for Credit Extension (other than a Committed Loan Notice
requesting only a conversion of Committed Loans to the other Type or a
continuation of Eurodollar Rate Loans) and certificate referred to in Section
2.14(b) with respect to any increase in the Aggregate Commitments, as
applicable, submitted by the Borrower shall be deemed to be a representation and
warranty that the conditions specified in Sections 4.02(a) and (b) have been
satisfied on and as of the date of the applicable Credit Extension or the
Increase Effective Date, as applicable.

                                   ARTICLE V
                         REPRESENTATIONS AND WARRANTIES

         The Borrower represents and warrants to the Administrative Agent and
the Lenders that:

         SECTION 5.01     EXISTENCE, QUALIFICATION AND POWER; COMPLIANCE WITH
LAWS. The Borrower (a) is a corporation duly organized or formed, validly
existing and in good standing under the Laws of the jurisdiction of its
incorporation or organization, (b) has all requisite power and authority and all
requisite governmental licenses, authorizations, consents and approvals to (i)
own its assets and carry on its business and (ii) execute, deliver and perform
its obligations under the Loan Documents to which it is a party, (c) is duly
qualified and is licensed and in good standing under the Laws of each
jurisdiction where its ownership, lease or operation of properties or the
conduct of its business requires such qualification or license, and (d) is in
compliance with all Laws; except in each case referred to in subsection (b)(i),
(c) or (d), to the extent that failure to do so could not reasonably be expected
to have a Material Adverse Effect.

         SECTION 5.02     AUTHORIZATION; NO CONTRAVENTION. The execution,
delivery and performance by the Borrower of each Loan Document to which it is
party, have been duly authorized by all necessary corporate or other
organizational action, and do not (a) contravene the terms of any of such
Person's Organization Documents; (b) conflict with or result in any breach or
contravention of, or the creation of any Lien under, (i) any Contractual
Obligation to which the Borrower is a party, except to the extent that such
breach, contravention or creation of any such Lien could not reasonably be
expected to have a Material Adverse Effect or (ii) any order, injunction, writ
or decree of any Governmental Authority or any arbitral award to which the
Borrower or its property is subject; or (c) violate any


                                       42
<PAGE>
material Law. No Subsidiary of the Borrower is in violation of any Law or in
breach of any Contractual Obligation, the violation of which could be reasonably
likely to have a Material Adverse Effect.

         SECTION 5.03     GOVERNMENTAL AUTHORIZATION; OTHER CONSENTS. No
approval, consent, exemption, authorization, or other action by, or notice to,
or filing with, any Governmental Authority or any other Person is necessary or
required in connection with the execution, delivery or performance by, or
enforcement against, the Borrower of this Agreement or any other Loan Document.

         SECTION 5.04     BINDING EFFECT. This Agreement has been, and each
other Loan Document to which the Borrower is a party, when delivered hereunder,
will have been, duly executed and delivered by the Borrower. This Agreement
constitutes, and each other Loan Document when so delivered will constitute, a
legal, valid and binding obligation of the Borrower, enforceable against the
Borrower in accordance with its terms.

         SECTION 5.05     FINANCIAL STATEMENTS; NO MATERIAL ADVERSE EFFECT.

         (a)      The Audited Financial Statements (i) were prepared in
accordance with GAAP consistently applied throughout the period covered thereby,
except as otherwise expressly noted therein; (ii) fairly present the
consolidated financial condition of the Borrower as of the date thereof and its
consolidated results of operations for the period covered thereby in accordance
with GAAP consistently applied throughout the period covered thereby, except as
otherwise expressly noted therein; and (iii) show all material indebtedness and
other liabilities, direct or contingent, of the Borrower and its Subsidiaries as
of the date thereof to the extent required by GAAP, including liabilities for
taxes, material commitments and Indebtedness to the extent required by GAAP.

         (b)      The Unaudited Financial Statements (i) were prepared in
accordance with GAAP consistently applied throughout the period covered thereby,
except as otherwise expressly noted therein, (ii) fairly present the
consolidated financial condition of the Borrower as of the date thereof and its
consolidated results of operations for the period covered thereby, except as
expressly noted therein, and subject, in the case of clauses (i) and (ii), to
normal year-end audit adjustments, and (iii) show all material indebtedness and
other liabilities, direct or contingent, of the Borrower and its consolidated
Subsidiaries as of the date thereof to the extent required by GAAP, including
liabilities for taxes, material commitments and Indebtedness to the extent
required by GAAP.

         (c)      Since the date of the Audited Financial Statements, there has
been no event or circumstance, either individually or in the aggregate, that has
had or could reasonably be expected to have a Material Adverse Effect.

         SECTION 5.06     LITIGATION. Except for litigation disclosed in the
10-K or the 10-Q, there are no actions, suits, proceedings, claims or disputes
pending or, to the knowledge of the Borrower after due and diligent
investigation, threatened or contemplated, at law, in equity, in arbitration or
before any Governmental Authority, by or against the Borrower or any of its
Subsidiaries or against any of their properties or revenues that (a) purport to
affect or pertain to this Agreement or any other Loan Document, or any of the
transactions contemplated hereby, or (b) either individually or in the
aggregate, if determined adversely, could reasonably be expected to have a
Material Adverse Effect.

         SECTION 5.07     NO DEFAULT. Neither the Borrower nor any Subsidiary
is in default under or with respect to any Indebtedness or Guarantee that could,
either individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect. No Default has occurred and is continuing or


                                       43
<PAGE>
would result from the consummation of the transactions contemplated by this
Agreement or any other Loan Document.

         SECTION 5.08     LIENS. The property of the Borrower and its
Subsidiaries is subject to no Liens, other than Liens permitted by Section 7.01.

         SECTION 5.09     ENVIRONMENTAL COMPLIANCE. The Borrower and its
Subsidiaries conduct in the ordinary course of business a review of the effect
of existing Environmental Laws and claims alleging potential liability or
responsibility for violation of any Environmental Law on their respective
businesses, operations and properties, and as a result thereof the Borrower has
reasonably concluded that such Environmental Laws and claims could not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.

         SECTION 5.10     INSURANCE. The properties of the Borrower and its
Subsidiaries are insured with financially sound and reputable insurance
companies or with a captive insurance company that is an Affiliate of the
Borrower as to which the Administrative Agent and the Lenders may request
reasonable evidence of financial responsibility, in such amounts, with such
deductibles and covering such risks as are customarily carried by companies
engaged in similar businesses and owning similar properties in localities where
the Borrower or the applicable Subsidiary operates.

         SECTION 5.11     TAXES. The Borrower and its Subsidiaries have filed
all tax returns and reports required to be filed, and have paid all taxes,
assessments, fees and other governmental charges levied or imposed upon them or
their properties, income or assets otherwise due and payable, except those which
are being contested in good faith by appropriate proceedings diligently
conducted and for which adequate reserves have been provided in accordance with
GAAP and except for those, which in the aggregate, could not reasonably be
expected to have a Material Adverse Effect. The Borrower is not aware of any
proposed tax assessment against the Borrower or any Subsidiary that would, if
made, have a Material Adverse Effect.

         SECTION 5.12     ERISA COMPLIANCE.

         (a)      Each Plan is in compliance in all material respects with the
applicable provisions of ERISA, the Code and other Federal or state Laws. Each
Plan that is intended to qualify under Section 401(a) of the Code has received a
favorable determination letter from the IRS or an application for such a letter
is currently being processed by the IRS with respect thereto and, to the best
knowledge of the Borrower, nothing has occurred which would prevent, or cause
the loss of, such qualification. The Borrower and each ERISA Affiliate have made
all required contributions to each Plan subject to Section 412 of the Code, and
no application for a funding waiver or an extension of any amortization period
pursuant to Section 412 of the Code has been made with respect to any Plan.

         (b)      There are no pending or, to the best knowledge of the
Borrower, threatened claims, actions or lawsuits, or action by any Governmental
Authority, with respect to any Plan that could be reasonably be expected to have
a Material Adverse Effect. There has been no prohibited transaction or violation
of the fiduciary responsibility rules with respect to any Plan that has resulted
or could reasonably be expected to result in a Material Adverse Effect.

         (c)      Except as could not be reasonably expected to cause a material
liability, (i) no ERISA Event has occurred or is reasonably expected to occur;
(ii) no Pension Plan has any Unfunded Pension Liability; (iii) neither the
Borrower nor any ERISA Affiliate has incurred, or reasonably expects to incur,


                                       44
<PAGE>
any liability under Title IV of ERISA with respect to any Pension Plan (other
than premiums due and not delinquent under Section 4007 of ERISA);  (iv) neither
the Borrower nor any ERISA Affiliate has incurred, or reasonably expects to
incur, any liability (and no event has occurred which, with the giving of notice
under Section 4219 of ERISA, would result in such liability) under Sections 4201
or 4243 of ERISA with respect to a Multiemployer Plan; and (v) neither the
Borrower nor any ERISA Affiliate has engaged in a transaction that could be
subject to Sections 4069 or 4212(c) of ERISA.

         SECTION 5.13    SUBSIDIARIES. On the Closing Date, the Borrower has no
Subsidiaries other than those specifically disclosed in Part (a) of Schedule
5.13 and has no equity investments in any other corporation or entity other than
those specifically disclosed in Part (b) of Schedule 5.13.

         SECTION 5.14    MARGIN REGULATIONS; INVESTMENT COMPANY ACT; PUBLIC
UTILITY HOLDING COMPANY ACT.

         (a)      The Borrower is not engaged and will not engage, principally
or as one of its important activities, in the business of purchasing or carrying
margin stock (within the meaning of Regulation U issued by the FRB), or
extending credit for the purpose of purchasing or carrying margin stock and no
proceeds of any Loans or drawings under any Letter of Credit 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 in
violation of Regulation U.

         (b)      None of the Borrower, any Person Controlling the Borrower, or
any Subsidiary (i) is a "holding company," or a "subsidiary company" of a
"holding company," or of a "subsidiary company" of a "holding company," within
the meaning of the Public Utility Holding Company Act of 1935, or (ii) is or is
required to be registered as an "investment company" under the Investment
Company Act of 1940. Neither the making of the Loans, nor the issuance of the
Letters of Credit or the application of the proceeds or repayment thereof by the
Borrower, nor the consummation of other transactions contemplated hereunder,
will violate any provision of the Public Utility Holding Company Act of 1935,
the Investment Company Act of 1940 or any rule, regulation or order of the SEC.

         SECTION 5.15     DISCLOSURE. At the initial Credit Extension and the
Increase Effective Date, Borrower has disclosed to the Administrative Agent and
the Lenders all agreements, instruments and corporate or other restrictions to
which it or any of its Subsidiaries is subject, and all other matters known to
it, that, individually or in the aggregate, could reasonably be expected to
result in a Material Adverse Effect. No report, financial statement, certificate
or other information furnished (whether in writing or orally) by or on behalf of
the Borrower to the Administrative Agent or any Lender in connection with the
transactions contemplated hereby and the negotiation of this Agreement or
delivered hereunder (as modified or supplemented by other information so
furnished) contains any material misstatement of fact or omits to state any
material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided that, with
respect to projected financial information, the Borrower represents only that
such information was prepared in good faith based upon assumptions believed to
be reasonable at the time.

         SECTION 5.16    COMPLIANCE WITH LAWS. Except as disclosed in the 10-K
or the 10-Q, each of the Borrower and each Subsidiary is in compliance in all
material respects with the requirements of all Laws and all orders, writs,
injunctions and decrees applicable to it or to its properties, except in such
instances in which (a) such requirement of Law or order, writ, injunction or
decree is being contested in good faith by appropriate proceedings diligently
conducted or (b) the failure to comply therewith, either individually or in the
aggregate, could not reasonably be expected to have a Material Adverse Effect.


                                       45
<PAGE>
                                   ARTICLE VI
                              AFFIRMATIVE COVENANTS

         So long as any Lender shall have any Commitment hereunder, any Loan or
other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of
Credit shall remain outstanding, the Borrower shall, and shall (except in the
case of the covenants set forth in Sections 6.01, 6.02, 6.03 and 6.11) cause
each Subsidiary to:

         SECTION 6.01    FINANCIAL STATEMENTS. Deliver to the Administrative
Agent and each Lender:

         (a)      as soon as available, but in any event within 100 days after
the end of each fiscal year of the Borrower, a consolidated balance sheet of the
Borrower as at the end of such fiscal year, and the related consolidated
statements of income or operations, shareholders' equity and cash flows for such
fiscal year, setting forth in each case in comparative form the figures for the
previous fiscal year, all in reasonable detail and prepared in accordance with
GAAP, and audited and accompanied by a report and opinion of
PricewaterhouseCoopers LLP or another independent certified public accountant of
nationally recognized standing reasonably acceptable to the Required Lenders,
which report and opinion shall be prepared in accordance with generally accepted
auditing standards; and

         (b)      as soon as available, but in any event within 55 days after
the end of each of the first three fiscal quarters of each fiscal year of the
Borrower, beginning with the quarter ending June 30, 2002, a consolidated
balance sheet of the Borrower as at the end of such fiscal quarter, and the
related consolidated statements of income or operations, shareholders' equity
and cash flows for such fiscal quarter and for the portion of the Borrower's
fiscal year then ended, setting forth in each case in comparative form the
figures for the corresponding fiscal quarter of the previous fiscal year and the
corresponding portion of the previous fiscal year, all in reasonable detail and
certified by a Responsible Officer of the Borrower as fairly presenting the
financial condition, results of operations, shareholders' equity and cash flows
of the Borrower and its Subsidiaries in accordance with GAAP, subject only to
normal year-end audit adjustments and the absence of footnotes.

As to any information contained in materials furnished pursuant to Section
6.02(b), the Borrower shall not be separately required to furnish such
information under subsection (a) or (b) above, but the foregoing shall not be in
derogation of the obligation of the Borrower to furnish the information and
materials described in subsections (a) and (b) above at the times specified
therein.

         SECTION 6.02    CERTIFICATES; OTHER INFORMATION. Deliver to the
Administrative Agent and each Lender:

         (a)      concurrently with the delivery of the financial statements
referred to in Sections 6.01(a) and (b), a duly completed Compliance Certificate
signed by a Responsible Officer of the Borrower, and in the event of any change
in generally accepted accounting principles used in preparation of such
financial statements, the Borrower shall also provide, if necessary for
determination of compliance with Section 7.11, a statement of reconciliation
conforming such financial statements to GAAP;

         (b)      promptly after the same are available, copies of each annual
report, proxy or financial statement or other material report or communication
sent to the stockholders of the Borrower, and copies of all annual, regular,
periodic and special reports and registration statements which the Borrower may


                                       46
<PAGE>
file or be required to file with the SEC under Section 13 or 15(d) of the
Securities Exchange Act of 1934, and not otherwise required to be delivered to
the Administrative Agent pursuant hereto; and

         (c)      promptly, such additional information regarding the business,
financial or corporate affairs of the Borrower or any Subsidiary, or compliance
with the terms of the Loan Documents, as the Administrative Agent or any Lender
may from time to time reasonably request.

         Documents required to be delivered pursuant to Sections 6.01(a) or (b)
(to the extent any such documents are included in materials otherwise filed with
the SEC) may be delivered electronically and if so delivered, shall be deemed to
have been delivered on the date (i) on which the Borrower posts such documents,
or provides a link thereto on the Borrower's website on the Internet at the
website address listed on Schedule 10.02; or (ii) on which such documents are
posted on the Borrower's behalf on IntraLinks/IntraAgency or another relevant
website, if any, to which each Lender and the Administrative Agent have access
(whether a commercial, third-party website or whether sponsored by the
Administrative Agent); provided that: (i) the Borrower shall deliver paper
copies of such documents to the Administrative Agent or any Lender that requests
the Borrower to deliver such paper copies until a written request to cease
delivering paper copies is given by the Administrative Agent or such Lender and
(ii) the Borrower shall notify (which may be by facsimile or electronic mail)
the Administrative Agent and each Lender of the posting of any such documents
and provide to the Administrative Agent by electronic mail electronic versions
(i.e., soft copies) of such documents. Notwithstanding anything contained
herein, in every instance the Borrower shall be required to provide paper copies
of the Compliance Certificates required by Section 6.02(a) to the Administrative
Agent and each of the Lenders. Except for such Compliance Certificates, the
Administrative Agent shall have no obligation to request the delivery or to
maintain copies of the documents referred to above, and in any event shall have
no responsibility to monitor compliance by the Borrower with any such request
for delivery, and each Lender shall be solely responsible for requesting
delivery to it or maintaining its copies of such documents.

         SECTION 6.03    NOTICES. Promptly, after knowledge thereof, notify the
Administrative Agent and each Lender:

         (a)      of the occurrence of any Default;

         (b)      of any matter that has resulted or could reasonably be
expected to result in a Material Adverse Effect, including (i) breach or
non-performance of, or any default under, a Contractual Obligation of the
Borrower or any Subsidiary; (ii) except for litigation disclosed in the 10-K and
the 10-Q, any dispute, litigation, investigation, proceeding or suspension
between the Borrower or any Subsidiary and any Governmental Authority; or (iii)
except for litigation disclosed in the 10-K and the 10-Q, the commencement of,
or any material development in, any litigation or proceeding affecting the
Borrower or any Subsidiary, including pursuant to any applicable Environmental
Laws;

         (c)      of the occurrence of any ERISA Event;

         (d)      of any material change in accounting policies or financial
reporting practices by the Borrower or any Subsidiary; and

         (e)      of any announcement by Moody's or S&P of any change or
possible change in a Debt Rating.


                                       47
<PAGE>
         Each notice pursuant to this Section shall be accompanied by a
statement of a Responsible Officer of the Borrower setting forth details of the
occurrence referred to therein and stating what action the Borrower has taken
and proposes to take with respect thereto.

         SECTION 6.04    PAYMENT OF OBLIGATIONS. Pay and discharge as the same
shall become due and payable, all its obligations and liabilities, including (a)
all tax liabilities, assessments and governmental charges or levies upon it or
its properties or assets, unless the same are being contested in good faith by
appropriate proceedings diligently conducted and adequate reserves in accordance
with GAAP are being maintained by the Borrower or such Subsidiary; (b) all
lawful claims which, if unpaid, would by law become a Lien upon its property;
and (c) all Indebtedness, as and when due and payable, but subject to any
subordination provisions contained in any instrument or agreement evidencing
such Indebtedness, except, in each case, to the extent that the failure to
discharge such obligations and liabilities, either individually or in the
aggregate, could not reasonably be expected to have a Material Adverse Effect.

         SECTION 6.05    PRESERVATION OF EXISTENCE, ETC. (a) Preserve, renew
and maintain in full force and effect its legal existence and good standing
under the Laws of the jurisdiction of its organization except in a transaction
permitted by Section 7.04, except to the extent that failure to do so could not
reasonably be expected to have a Material Adverse Effect; (b) take all
reasonable action to maintain all rights, privileges, permits, licenses and
franchises necessary or desirable in the normal conduct of its business, except
to the extent that failure to do so could not reasonably be expected to have a
Material Adverse Effect; and (c) preserve or renew all of its registered
patents, trademarks, trade names and service marks, the non-preservation of
which could reasonably be expected to have a Material Adverse Effect.

         SECTION 6.06    MAINTENANCE OF PROPERTIES. (a) Maintain, preserve and
protect all of its material properties and equipment necessary in the operation
of its business in good working order and condition, ordinary wear and tear
excepted; and (b) use the standard of care typical in the industry in the
operation and maintenance of its facilities, except where the failure to do so
could not reasonably be expected to have a Material Adverse Effect.

         SECTION 6.07    MAINTENANCE OF INSURANCE. Maintain with financially
sound and reputable insurance companies or with a captive insurance company that
is an Affiliate of the Borrower as to which the Administrative Agent and the
Lenders may request reasonable evidence of financial responsibility, insurance
with respect to its properties in such amounts with such deductibles and
covering such risks as are customarily carried by companies engaged in similar
businesses and owning similar properties in localities where the Borrower or
applicable Subsidiaries operates.

         SECTION 6.08    COMPLIANCE WITH LAWS. Comply in all material respects
with the requirements of all Laws and all orders, writs, injunctions and decrees
applicable to it or to its business or property, except in such instances in
which (a) such requirement of Law or order, writ, injunction or decree is being
contested in good faith by appropriate proceedings diligently conducted; or (b)
the failure to comply therewith could not reasonably be expected to have a
Material Adverse Effect.

         SECTION 6.09    BOOKS AND RECORDS. (a) Maintain proper books of record
and account, in which full, true and correct entries in conformity with GAAP
consistently applied shall be made of all financial transactions and matters
involving the assets and business of the Borrower or such Subsidiary, as the
case may be; and (b) maintain such books of record and account in material
conformity with all


                                       48
<PAGE>
applicable requirements of any Governmental Authority having regulatory
jurisdiction over the Borrower or such Subsidiary, as the case may be.

         SECTION 6.10    INSPECTION RIGHTS. Permit representatives and
independent contractors of the Administrative Agent and each Lender to visit and
inspect any of its properties, to examine its corporate, financial and operating
records, and make copies thereof or abstracts therefrom, and to discuss its
affairs, finances and accounts with its directors, officers, and independent
public accountants, all at the expense of the Borrower and at such reasonable
times during normal business hours and no more than two such inspections within
a twelve month period, upon reasonable advance notice to the Borrower; provided,
however, that when an Event of Default exists the Administrative Agent or any
Lender (or any of their respective representatives or independent contractors)
may do any of the foregoing at the expense of the Borrower at any time during
normal business hours and without advance notice.

         SECTION 6.11    USE OF PROCEEDS. Use the proceeds of the Credit
Extensions (a) to provide for working capital to the Borrower and its
Subsidiaries, (b) to pay fees and expenses related to this Agreement, (c) for
other general corporate purposes not in contravention of any Law or of any Loan
Document and (d) to finance acquisitions in accordance with the terms of this
Agreement.

                                  ARTICLE VII
                               NEGATIVE COVENANTS

         So long as any Lender shall have any Commitment hereunder, any Loan or
other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of
Credit shall remain outstanding, the Borrower shall not, nor shall it permit any
Subsidiary to, directly or indirectly:

         SECTION 7.01    LIENS. Create, incur, assume or suffer to exist any
Lien upon any of its property, assets or revenues, whether now owned or
hereafter acquired, other than the following:

         (a)      Liens pursuant to any Loan Document;

         (b)      Liens existing on the date hereof and listed on Schedule 7.01
and any renewals or extensions thereof, provided that the property covered
thereby is not increased and any renewal or extension of the obligations secured
or benefited thereby is permitted by Section 7.03(b);

         (c)      Liens for taxes not yet due or which are being contested in
good faith and by appropriate proceedings in the circumstances, if adequate
reserves with respect thereto are maintained on the books of the applicable
Person in accordance with GAAP;

         (d)      carriers', warehousemen's, mechanics', materialmen's,
repairmen's or other like Liens arising in the ordinary course of business which
are not overdue for a period of more than 60 days or which are being contested
in good faith and by appropriate proceedings in the circumstances, if adequate
reserves with respect thereto are maintained on the books of the applicable
Person to the extent required in accordance with GAAP;

         (e)      pledges or deposits in the ordinary course of business in
connection with workers' compensation, unemployment insurance and other social
security legislation (other than any Lien imposed by ERISA) and deposits
securing liability insurance carriers under insurance or self-insurance
arrangements in the ordinary course of business;


                                       49
<PAGE>
         (f)      deposits to secure the performance of bids, trade contracts
and leases (other than Indebtedness), statutory obligations, surety bonds (other
than bonds related to judgments or litigation), performance bonds and other
obligations of a like nature incurred in the ordinary course of business;

         (g)      easements, rights-of-way, restrictions and other similar
encumbrances affecting real property existing or incurred in the ordinary course
of business which, in the aggregate, are not substantial in amount, and which do
not in any case materially detract from the value of the property of the
Borrower and its Subsidiaries taken as a whole or materially interfere with the
ordinary conduct of the business of the applicable Person;

         (h)      Liens securing judgments for the payment of money not
constituting an Event of Default under Section 8.01(h) or securing appeal,
supersedeas or surety bonds related to such judgments not constituting an Event
of Default under Section 8.01(h);

         (i)      Liens securing Indebtedness permitted under Section 7.03(d);
provided that (i) such Liens do not at any time encumber any property other than
the property financed by such Indebtedness and (ii) the Indebtedness secured
thereby does not exceed the cost or fair market value, whichever is lower, of
the property being acquired on the date of acquisition;

         (j)      Liens securing Indebtedness permitted under Section 7.03(g);
and

         (k)      statutory rights of set-off arising in the ordinary course of
business.

         SECTION 7.02    ACQUISITIONS. Enter into any agreement, contract,
binding commitment or other arrangement providing for the acquisition (in one or
a series of transactions) of all of the capital stock or equity interests or all
or substantially all of the assets of any Person unless (a) immediately before
and after giving effect thereto, no Default shall have occurred and be
continuing or would result therefrom and (b) if the aggregate amount invested
(including assumed debt) is greater than $250 million, pro forma consolidated
historical financial statements of the Borrower and its Subsidiaries as of the
end of the most recent fiscal quarter for the four fiscal quarters most recently
ended giving effect to the acquisition of the company or business pursuant to
this Section 7.02 are delivered to the Administrative Agent not less than 5
Business Days prior to the consummation of any such acquisition or series of
acquisitions, together with a Compliance Certificate of a Responsible Officer of
the Borrower delivered to the Lenders demonstrating pro forma compliance with
Section 7.11 after giving effect to such acquisition or series of acquisitions.

         SECTION 7.03    INDEBTEDNESS. Create, incur, assume or suffer to exist
any Indebtedness, except:

         (a)      Indebtedness under the Loan Documents and under the 364-Day
Facility;

         (b)      Indebtedness outstanding on the date hereof and listed on
Schedule 7.03 and any refinancings, refundings, renewals or extensions thereof;
provided that the amount of such Indebtedness is not increased at the time of
such refinancing, refunding, renewal or extension except by an amount equal to a
reasonable premium or other reasonable amount paid, and fees and expenses
reasonably incurred, in connection with such refinancing and by an amount equal
to any existing commitments unutilized thereunder;


                                       50
<PAGE>
         (c)      obligations (contingent or otherwise) of the Borrower existing
or arising under any Swap Contract, provided that such obligations are (or were)
entered into by such Person in the ordinary course of business for the purpose
of directly mitigating risks associated with liabilities, commitments,
investments, assets, or property held or reasonably anticipated by such Person,
or changes in the value of securities issued by such Person, and not for
purposes of speculation or taking a "market view";

         (d)      Indebtedness of the Borrower in respect of capital leases,
Synthetic Lease Obligations and purchase money obligations for fixed or capital
assets within the limitations set forth in Section 7.01(i);

         (e)      Indebtedness that may be deemed to exist pursuant to surety
bonds, appeal bonds, supersedeas bonds or similar obligations incurred in the
ordinary course of business;

         (f)      so long as no Default has occurred and is continuing or would
result therefrom at the time of incurrence, unsecured Indebtedness of the
Borrower; provided that such Indebtedness is not senior in right of payment to
the payment of the Indebtedness arising under this Agreement and the Loan
Documents; and

         (g)      Indebtedness (exclusive of Indebtedness permitted under
subsection (a) through (f) above) in an aggregate principal amount not to exceed
15% of Shareholder's Equity as of the most recently ended fiscal quarter of the
Borrower which Indebtedness may be secured by Liens pursuant to Section 7.01(j);
provided that any Guarantee of the Borrower is not senior in right of payment to
the payment of Indebtedness arising under this Agreement and the Loan Documents,
and provided, further that in no event shall any Subsidiary Guarantee any
Indebtedness of the Borrower or another Subsidiary at any time.

         SECTION 7.04    FUNDAMENTAL CHANGES. Merge, dissolve, liquidate,
consolidate with or into another Person, or 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 or in favor of any Person
(any such event being a "Fundamental Change"), except that, so long as no
Default exists or would result therefrom:

         (a)      any Subsidiary may merge or consolidate with or into (i) the
Borrower, provided that the Borrower shall be the continuing or surviving
Person, or (ii) any one or more other Subsidiaries, provided that when any
wholly-owned Subsidiary is merging with another Subsidiary, the wholly-owned
Subsidiary shall be the continuing or surviving Person;

         (b)      any Subsidiary may Dispose of all or substantially all of its
assets (upon voluntary liquidation or otherwise) to the Borrower or to another
Subsidiary; provided that if the transferor in such a transaction is a
wholly-owned Subsidiary, then the transferee must either be the Borrower or a
wholly-owned Subsidiary;

         (c)      the Borrower or any Subsidiary may merge with any Person in a
transaction that would be an acquisition that is permitted under this Agreement;
provided that (i) if the Borrower is a party to such merger, it shall be the
continuing or surviving Person, or (ii) if any Subsidiary is a party to such
merger, such Subsidiary shall be the continuing or surviving Person; and

         (d)      Fundamental Changes not otherwise permitted under this Section
7.04, provided that the aggregate book value thereof shall not exceed in the
aggregate $100,000,000.


                                       51
<PAGE>
         SECTION 7.05    [INTENTIONALLY OMITTED].

         SECTION 7.06    RESTRICTED PAYMENTS. Declare or make, directly or
indirectly, any Restricted Payment, or incur any obligation (contingent or
otherwise) to do so, except that:

         (a)      each Subsidiary may make Restricted Payments to the Borrower
and to wholly-owned Subsidiaries (and, in the case of a Restricted Payment by a
non-wholly-owned Subsidiary, to the Borrower and any Subsidiary and to each
other owner of capital stock or other equity interests of such Subsidiary on a
pro rata basis based on their relative ownership interests);

         (b)      the Borrower and each Subsidiary may declare and make dividend
payments or other distributions payable solely in the common stock or other
common equity interests of such Person;

         (c)      the Borrower and each Subsidiary may purchase, redeem or
otherwise acquire shares of its common stock or other common equity interests or
warrants or options to acquire any such shares with the proceeds received from
the substantially concurrent issue of new shares of its common stock or other
common equity interests; and

         (d)      the Borrower may declare or pay cash dividends to its
stockholders and purchase, redeem or otherwise acquire shares of its capital
stock or warrants, rights or options to acquire any such shares for cash;
provided that immediately after giving effect to such proposed action, no
Default would exist.

         SECTION 7.07    CHANGE IN NATURE OF BUSINESS. Enter into any business,
if after giving effect thereto, the business of the Borrower and its
Subsidiaries, taken as a whole, would be substantially different from the
business in which the Borrower and its Subsidiaries, taken as a whole, is
presently engaged.

         SECTION 7.08    TRANSACTIONS WITH AFFILIATES. Enter into any
transaction of any kind with any Affiliate of the Borrower, whether or not in
the ordinary course of business, other than on fair and reasonable terms
substantially as favorable to the Borrower or such Subsidiary as would be
obtainable by the Borrower or such Subsidiary at the time in a comparable arm's
length transaction with a Person other than an Affiliate.

         SECTION 7.09    BURDENSOME AGREEMENTS. Enter into any Contractual
Obligation (other than this Agreement, any other Loan Document, the 364-Day
Facility and any other Loan Document (as such term is defined in the 364-Day
Facility) that (a) limits the ability (i) of any Subsidiary to make Restricted
Payments to the Borrower or to otherwise transfer property to the Borrower, (ii)
of any Subsidiary to Guarantee the Indebtedness of the Borrower or (iii) of the
Borrower or any Subsidiary to create, incur, assume or suffer to exist Liens on
property of such Person; provided, however, that this clause (iii) shall not
prohibit any negative pledge incurred or provided in favor of any holder of
Indebtedness permitted under Section 7.03(d) solely to the extent any such
negative pledge relates to the property financed by or the subject of such
Indebtedness and shall not prohibit the grant of Liens otherwise permitted under
Section 7.01; or (b) requires the grant of a Lien to secure an obligation of
such Person if a Lien is granted to secure another obligation of such Person,
provided that this subsection (b) shall not prohibit the grant of Liens
otherwise permitted under Section 7.01. This Section 7.09 shall not apply to
Forethought Insurance Company to the extent prohibited by Law.

         SECTION 7.10    USE OF PROCEEDS. Use the proceeds of any Credit
Extension, whether directly or indirectly, and whether immediately, incidentally
or ultimately, to purchase or carry margin stock


                                       52
<PAGE>
(within the meaning of Regulation U of the FRB) or to extend credit to others
for the purpose of purchasing or carrying margin stock or to refund indebtedness
originally incurred for such purpose, in each case, in violation of Regulation
U.

         SECTION 7.11    TOTAL DEBT TO TOTAL CAPITALIZATION RATIO. Permit the
ratio of (i) Consolidated Total Debt to (ii) Consolidated Total Capitalization
to exceed at any prior month-end 0.45:1.

                                  ARTICLE VIII
                         EVENTS OF DEFAULT AND REMEDIES

         SECTION 8.01    EVENTS OF DEFAULT. Any of the following shall
constitute an Event of Default:

         (a)      Non-Payment. The Borrower fails to pay (i) when and as
required to be paid herein, any amount of principal of any Loan or any L/C
Borrowing, or (ii) within three Business Days after the same becomes due, any
interest on any Loan (including interest payable by the Borrower at the
Alternative Rate) or on any L/C Obligation, or any facility fee, utilization fee
or other fee due hereunder, or (iii) within fifteen days after the same becomes
due, any other amount payable hereunder or under any other Loan Document; or

         (b)      Specific Covenants. The Borrower fails to perform or observe
any term, covenant or agreement contained in any of Section 6.01, 6.02(a), 6.03,
6.10 or 6.11 or Article VII; or

         (c)      Other Defaults. The Borrower fails to perform or observe any
other covenant or agreement (not specified in subsection (a) or (b) above)
contained in any Loan Document on its part to be performed or observed and such
failure continues for 30 days after notice or knowledge; or

         (d)      Representations and Warranties. Any representation, warranty,
certification or statement of fact made or deemed made by or on behalf of the
Borrower herein, in any other Loan Document, or in any document delivered in
connection herewith or therewith shall be incorrect in any material respect when
made or deemed made; or

         (e)      Cross-Default; Cross Acceleration. (i) The Borrower or any
Subsidiary (A) fails to make any payment when due (whether by scheduled
maturity, required prepayment, acceleration, demand, or otherwise) in respect of
any Indebtedness or Guarantee (other than Indebtedness hereunder, Indebtedness
under Swap Contracts and Indebtedness under the 364-Day Facility) having an
aggregate principal amount (including undrawn committed or available amounts and
including amounts owing to all creditors under any combined or syndicated credit
arrangement) of more than $75,000,000 or (B) after giving effect to all grace
periods, fails to observe or perform any other agreement or condition relating
to any such Indebtedness or Guarantee or contained in any instrument or
agreement evidencing, securing or relating thereto, or any other event occurs,
the effect of which default or other event is to cause such Indebtedness to be
demanded or to become due or to be repurchased, prepaid, defeased or redeemed
(automatically or otherwise), or an offer to repurchase, prepay, defease or
redeem such Indebtedness to be made, prior to its stated maturity, or such
Guarantee to become payable or cash collateral in respect thereof to be
demanded; (ii) there occurs under any Swap Contract an Early Termination Date
(as defined in such Swap Contract) resulting from (A) any event of default under
such Swap Contract as to which the Borrower or any Subsidiary is the Defaulting
Party (as defined in such Swap Contract) or (B) any Termination Event (as so
defined) under such Swap Contract as to which the Borrower or any Subsidiary


                                       53
<PAGE>
is an Affected Party (as so defined) and, in either event, the Swap Termination
Value owed by the Borrower or such Subsidiary as a result thereof is greater
than the Threshold Amount; or (iii) an Event of Default (as such term is defined
in the 364-Day Facility) under the 364-Day Facility has occurred and is
continuing); or

         (f)      Insolvency Proceedings, Etc. The Borrower or any of its
Subsidiaries institutes or consents to the institution of any proceeding under
any Debtor Relief Law, or makes an assignment for the benefit of creditors; or
applies for or consents to the appointment of any receiver, trustee, custodian,
conservator, liquidator, rehabilitator or similar officer for it or for all or
any material part of its property; or any receiver, trustee, custodian,
conservator, liquidator, rehabilitator or similar officer is appointed without
the application or consent of such Person and the appointment continues
undischarged or unstayed for 60 calendar days; or any proceeding under any
Debtor Relief Law relating to any such Person or to all or any material part of
its property is instituted without the consent of such Person and continues
undismissed or unstayed for 60 calendar days, or an order for relief is entered
in any such proceeding; or

         (g)      Inability to Pay Debts; Attachment. (i) The Borrower or any
Subsidiary becomes unable or admits in writing its inability or fails generally
to pay its debts as they become due, or (ii) any writ or warrant of attachment
or execution or similar process is issued or levied against all or any material
part of the property of any such Person and is not released, vacated or fully
bonded within 30 days after its issue or levy; or

         (h)      Judgments. There is entered against the Borrower or any
Subsidiary (i) a final judgment or order for the payment of money, other than
judgments or orders arising out of litigation disclosed in the 10-K or the 10-Q,
in an aggregate amount exceeding the Threshold Amount (to the extent not covered
by independent third-party insurance as to which the insurer does not dispute
coverage), or (ii) any one or more non-monetary final judgments, other than
judgments or orders arising out of litigation disclosed in the 10-K or the 10-Q,
that have, or could reasonably be expected to have, individually or in the
aggregate, a Material Adverse Effect and, in either case, (A) enforcement
proceedings are commenced by any creditor upon such judgment or order, or (B)
there is a period of 15 consecutive days during which a stay of enforcement of
such judgment, by reason of a pending appeal or otherwise, is not in effect; or

         (i)      ERISA. (i) An ERISA Event occurs with respect to a Pension
Plan or Multiemployer Plan which has resulted or could reasonably be expected to
result in liability of the Borrower under Title IV of ERISA to the Pension Plan,
Multiemployer Plan or the PBGC in an aggregate amount in excess of the Threshold
Amount, or (ii) the Borrower or any ERISA Affiliate fails to pay when due, after
the expiration of any applicable grace period, any installment payment with
respect to its withdrawal liability under Section 4201 of ERISA under a
Multiemployer Plan in an aggregate amount in excess of the Threshold Amount; or

         (j)      Invalidity of Loan Documents. Any Loan Document, at any time
after its execution and delivery and for any reason other than as expressly
permitted hereunder or satisfaction in full of all the Obligations, ceases to be
in full force and effect; or the Borrower or any other Person contests in any
manner the validity or enforceability of any Loan Document other than
satisfaction in full of all the Obligations; or the Borrower denies that it has
any or further liability or obligation under any Loan Document, or purports to
revoke, terminate or rescind any Loan Document other than satisfaction in full
of all the Obligations; or

         (k)      Change of Control. There occurs any Change of Control with
respect to the Borrower.


                                       54
<PAGE>
         SECTION 8.02    REMEDIES UPON EVENT OF DEFAULT. (a) If any Event
of Default occurs and is continuing, the Administrative Agent shall, at the
request of, or may, with the consent of, the Required Lenders, take any or all
of the following actions:

                  (i)      declare the commitment of each Lender to make Loans
          and any obligation of the L/C Issuer to make L/C Credit Extensions to
          be terminated, whereupon such commitments and obligation shall be
          terminated;

                  (ii)     declare the unpaid principal amount of all
          outstanding Loans, all interest accrued and unpaid thereon, and all
          other amounts owing or payable hereunder or under any other Loan
          Document to be immediately due and payable, without presentment,
          demand, protest or other notice of any kind, all of which are hereby
          expressly waived by the Borrower;

                  (iii)    require that the Borrower Cash Collateralize the L/C
          Obligations (in an amount equal to the then Outstanding Amount
          thereof); and

                  (iv)     exercise on behalf of itself and the Lenders all
          rights and remedies available to it and the Lenders under the Loan
          Documents or applicable law;

provided, however, that upon the occurrence of an actual or deemed entry of an
order for relief with respect to the Borrower under the Bankruptcy Code of the
United States, the obligation of each Lender to make Loans and any obligation of
the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the
unpaid principal amount of all outstanding Loans and all interest and other
amounts as aforesaid shall automatically become due and payable, and the
obligation of the Borrower to Cash Collateralize the L/C Obligations as
aforesaid shall automatically become effective, in each case without further act
of the Administrative Agent or any Lender.

         (b)      At any time following the occurrence of any Event of Default,
the Alternative Rate Lender may, in its sole discretion, by notice to the
Borrower and the Administrative Agent, terminate the Alternative Rate Agreement
and cause the Alternative Rate applicable to any Committed Loan or any portion
thereof to revert to the Original Rate or, if applicable, the Default Rate, for
such Committed Loan (and, for the avoidance of doubt, interest on any unpaid
Alternative Rate Loan after the last Interest Payment Date to occur prior to the
Event of Default shall accrue at the Original Rate); provided, however, that the
Borrower shall nonetheless owe the Alternative Rate Lender the Breakage Amount,
if any.

         SECTION 8.03    APPLICATION OF FUNDS. After the exercise of remedies
provided for in Section 8.02 (or after the Loans have automatically become
immediately due and payable and the L/C Obligations have automatically been
required to be Cash Collateralized as set forth in the proviso to Section 8.02),
any amounts received on account of the Obligations shall be applied by the
Administrative Agent in the following order:

         First, to payment of that portion of the Obligations constituting fees,
indemnities, expenses and other amounts (including Attorney Costs and amounts
payable under Article III) payable to the Administrative Agent in its capacity
as such;

         Second, to payment of that portion of the Obligations constituting
fees, indemnities and other amounts (other than principal and interest) payable
to the Lenders (including Attorney Costs and


                                       55
<PAGE>
amounts payable under Article III), ratably among them in proportion to the
amounts described in this clause Second payable to them;

         Third, to payment of that portion of the Obligations constituting
accrued and unpaid interest on the Loans and L/C Borrowings, ratably among the
Lenders in proportion to the respective amounts described in this clause Third
payable to them;

         Fourth, to payment of that portion of the Obligations constituting
unpaid principal of the Loans and L/C Borrowings, ratably among the Lenders in
proportion to the respective amounts described in this clause Fourth held by
them;

         Fifth, to the Administrative Agent for the account of the L/C Issuer,
to Cash Collateralize that portion of L/C Obligations comprised of the aggregate
undrawn amount of Letters of Credit; and

         Last, the balance, if any, after all of the Obligations have been
indefeasibly paid in full, to the Borrower or as otherwise required by Law.

Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate
undrawn amount of Letters of Credit pursuant to clause Fifth above shall be
applied to satisfy drawings under such Letters of Credit as they occur. If any
amount remains on deposit as Cash Collateral after all Letters of Credit have
either been fully drawn or expired, such remaining amount shall be applied to
the other Obligations, if any, in the order set forth above.

                                   ARTICLE IX
                              ADMINISTRATIVE AGENT

         SECTION 9.01    APPOINTMENT AND AUTHORIZATION OF ADMINISTRATIVE AGENT.

         (a)      Each Lender hereby irrevocably appoints, designates and
authorizes the Administrative Agent to take such action on its behalf under the
provisions of this Agreement and each other Loan Document and to exercise such
powers and perform such duties as are expressly delegated to it by the terms of
this Agreement or any other Loan Document, together with such powers as are
reasonably incidental thereto. Notwithstanding any provision to the contrary
contained elsewhere herein or in any other Loan Document, the Administrative
Agent and the Agent-Related Persons shall not have any duties or
responsibilities, except those expressly set forth herein, nor shall the
Administrative Agent and the Agent-Related Persons have or be deemed to have any
fiduciary relationship with any Lender or participant, and no implied covenants,
functions, responsibilities, duties, obligations or liabilities shall be read
into this Agreement or any other Loan Document or otherwise exist against the
Administrative Agent or the Agent-Related Persons. Without limiting the
generality of the foregoing sentence, the use of the term "agent" herein and in
the other Loan Documents with reference to the Administrative Agent is not
intended to connote any fiduciary or other implied (or express) obligations
arising under agency doctrine of any applicable Law. Instead, such term is used
merely as a matter of market custom, and is intended to create or reflect only
an administrative relationship between independent contracting parties.

         (b)      The L/C Issuer shall act on behalf of the Lenders with respect
to any Letters of Credit issued by it and the documents associated therewith,
and the L/C Issuer shall have all of the benefits and immunities (i) provided to
the Administrative Agent in this Article IX with respect to any acts taken or
omissions suffered by the L/C Issuer in connection with Letters of Credit issued
by it or proposed to be


                                       56
<PAGE>
issued by it and the applications and agreements for letters of credit
pertaining to such Letters of Credit as fully as if the term "Administrative
Agent" as used in this Article IX and in the definition of "Agent-Related
Person" included the L/C Issuer with respect to such acts or omissions, and (ii)
as additionally provided herein with respect to the L/C Issuer.

         SECTION 9.02    DELEGATION OF DUTIES. The Administrative Agent may
execute any of its duties under this Agreement or any other Loan Document by or
through agents, employees or attorneys-in-fact and shall be entitled to advice
of counsel and other consultants or experts concerning all matters pertaining to
such duties. The Administrative Agent shall not be responsible for the
negligence or misconduct of any agent or attorney-in-fact that it selects in the
absence of gross negligence or willful misconduct.

         SECTION 9.03    LIABILITY OF ADMINISTRATIVE AGENT. No Agent-Related
Person shall (a) be liable for any action taken or omitted to be taken by any of
them under or in connection with this Agreement or any other Loan Document or
the transactions contemplated hereby (except for its own gross negligence or
willful misconduct in connection with its duties expressly set forth herein), or
(b) be responsible in any manner to any Lender or participant for any recital,
statement, representation or warranty made by the Borrower or any officer
thereof, contained herein or in any other Loan Document, or in any certificate,
report, statement or other document referred to or provided for in, or received
by the Administrative Agent under or in connection with, this Agreement or any
other Loan Document, or the validity, effectiveness, genuineness, enforceability
or sufficiency of this Agreement or any other Loan Document, or for any failure
of the Borrower or any other party to any Loan Document to perform its
obligations hereunder or thereunder. No Agent-Related Person shall be under any
obligation to any Lender or participant to ascertain or to inquire as to the
observance or performance of any of the agreements contained in, or conditions
of, this Agreement or any other Loan Document, or to inspect the properties,
books or records of the Borrower or any Affiliate thereof.

         SECTION 9.04    RELIANCE BY ADMINISTRATIVE AGENT.

         (a)      The Administrative Agent shall be entitled to rely, and shall
be fully protected in relying, upon any writing, communication, signature,
resolution, representation, notice, consent, certificate, affidavit, letter,
telegram, facsimile, telex or telephone message, electronic mail message,
statement or other document or conversation believed by it to be genuine and
correct and to have been signed, sent or made by the proper Person or Persons,
and upon advice and statements of legal counsel (including counsel to the
Borrower), independent accountants and other experts selected by the
Administrative Agent. The Administrative Agent shall be fully justified in
failing or refusing to take any action under any Loan Document unless it shall
first receive such advice or concurrence of the Required Lenders as it deems
appropriate and, if it so requests, it shall first be indemnified to its
satisfaction by the Lenders against any and all liability and expense which may
be incurred by it by reason of taking or continuing to take any such action. The
Administrative Agent shall in all cases be fully protected in acting, or in
refraining from acting, under this Agreement or any other Loan Document in
accordance with a request or consent of the Required Lenders (or such greater
number of Lenders as may be expressly required hereby in any instance) and such
request and any action taken or failure to act pursuant thereto shall be binding
upon all the Lenders.

         (b)      For purposes of determining compliance with the conditions
specified in Section 4.01, each Lender that has signed this Agreement 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


                                       57
<PAGE>
by or acceptable or satisfactory to a Lender unless the Administrative Agent
shall have received notice from such Lender prior to the proposed Closing Date
specifying its objection thereto.

         SECTION 9.05    NOTICE OF DEFAULT. The Administrative Agent shall not
be deemed to have knowledge or notice of the occurrence of any Default, except
with respect to defaults in the payment of principal, interest and fees required
to be paid to the Administrative Agent for the account of the Lenders, unless
the Administrative Agent shall have received written notice from a Lender or the
Borrower referring to this Agreement, describing such Default and stating that
such notice is a "notice of default." The Administrative Agent will notify the
Lenders of its receipt of any such notice. The Administrative Agent shall take
such action with respect to such Default as may be directed by the Required
Lenders in accordance with Article VIII; provided, however, that unless and
until the Administrative Agent has received any such direction, the
Administrative Agent may (but shall not be obligated to) take such action, or
refrain from taking such action, with respect to such Default as it shall deem
advisable or in the best interest of the Lenders.

         SECTION 9.06    CREDIT DECISION; DISCLOSURE OF INFORMATION BY
ADMINISTRATIVE AGENT. Each Lender acknowledges that no Agent-Related Person has
made any representation or warranty to it, and that no act by the Administrative
Agent hereafter taken, including any consent to and acceptance of any assignment
or review of the affairs of the Borrower or any Affiliate thereof, shall be
deemed to constitute any representation or warranty by any Agent-Related Person
to any Lender as to any matter, including whether Agent-Related Persons have
disclosed material information in their possession. Each Lender represents to
the Administrative Agent that it has, independently and without reliance upon
any Agent-Related Person and based on such documents and information as it has
deemed appropriate, made its own appraisal of and investigation into the
business, prospects, operations, property, financial and other condition and
creditworthiness of the Borrower and its Subsidiaries, and all applicable bank
or other regulatory Laws relating to the transactions contemplated hereby, and
made its own decision to enter into this Agreement and to extend credit to the
Borrower hereunder. Each Lender also represents that it will, independently and
without reliance upon any Agent-Related Person and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit analysis, appraisals and decisions in taking or not taking action under
this Agreement and the other Loan Documents, and to make such investigations as
it deems necessary to inform itself as to the business, prospects, operations,
property, financial and other condition and creditworthiness of the Borrower.
Except for notices, reports and other documents expressly required to be
furnished to the Lenders by the Administrative Agent herein, the Administrative
Agent shall not have any duty or responsibility to provide any Lender with any
credit or other information concerning the business, prospects, operations,
property, financial and other condition or creditworthiness of the Borrower or
any of its Affiliates which may come into the possession of any Agent-Related
Person.

         SECTION 9.07    INDEMNIFICATION OF ADMINISTRATIVE AGENT. Whether or
not the transactions contemplated hereby are consummated, the Lenders shall
indemnify upon demand each Agent-Related Person (to the extent not reimbursed by
or on behalf of the Borrower and without limiting the obligation of the Borrower
to do so), pro rata, and hold harmless each Agent-Related Person from and
against any and all Indemnified Liabilities incurred by it; provided, however,
that no Lender shall be liable for the payment to any Agent-Related Person of
any portion of such Indemnified Liabilities to the extent determined in a final,
nonappealable judgment by a court of competent jurisdiction to have resulted
from such Agent-Related Person's own gross negligence or willful misconduct;
provided, however, that no action taken in accordance with the directions of the
Required Lenders shall be deemed to constitute gross negligence or willful
misconduct for purposes of this Section. In the case of any investigation,
litigation or proceeding giving rise to Indemnified Liabilities, this Section
9.07 applies whether any such


                                       58
<PAGE>
investigation, litigation or proceeding is brought by any Lender or any other
Person. Without limitation of the foregoing, each Lender shall reimburse the
Administrative Agent upon demand for its ratable share of any costs or
out-of-pocket expenses (including Attorney Costs) incurred by the Administrative
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, any other Loan Document, or any document
contemplated by or referred to herein, to the extent that the Administrative
Agent is not reimbursed for such expenses by or on behalf of the Borrower. The
undertaking in this Section shall survive termination of the Aggregate
Commitments, the payment of all other Obligations and the resignation of the
Administrative Agent.

         SECTION 9.08    ADMINISTRATIVE AGENT IN ITS INDIVIDUAL CAPACITY. Bank
of America and its Affiliates may make loans to, issue letters of credit for the
account of, accept deposits from, acquire equity interests in and generally
engage in any kind of banking, trust, financial advisory, underwriting or other
business with the Borrower and its Affiliates as though Bank of America were not
the Administrative Agent or the Alternative Rate Lender hereunder and without
notice to or consent of the Lenders. The Lenders acknowledge that, pursuant to
such activities, Bank of America or its Affiliates may receive information
regarding the Borrower or its Affiliates (including information that may be
subject to confidentiality obligations in favor of the Borrower or such
Affiliate) and acknowledge that the Administrative Agent shall be under no
obligation to provide such information to them. With respect to its Loans, Bank
of America shall have the same rights and powers under this Agreement as any
other Lender and may exercise such rights and powers as though it were not the
Administrative Agent or the Alternative Rate Lender, and the terms "Lender" and
"Lenders" include Bank of America in its individual capacity.

         SECTION 9.09    SUCCESSOR ADMINISTRATIVE AGENT. The Administrative
Agent may resign as Administrative Agent upon 30 days' notice to the Lenders;
provided that any such resignation by Bank of America shall also constitute its
resignation as Swing Line Lender and may, at the option of Bank of America, also
constitute its resignation as Alternative Rate Lender. If the Administrative
Agent resigns under this Agreement, the Required Lenders shall appoint from
among the Lenders a successor administrative agent for the Lenders, which
successor administrative agent shall be consented to by the Borrower at all
times other than during the existence of an Event of Default (which consent of
the Borrower shall not be unreasonably withheld or delayed). If no successor
administrative agent is appointed prior to the effective date of the resignation
of the Administrative Agent, the Administrative Agent may appoint, after
consulting with the Lenders and the Borrower, a successor administrative agent
from among the Lenders. Upon the acceptance of its appointment as successor
administrative agent hereunder, the Person acting as such successor
administrative agent shall succeed to all the rights, powers and duties of the
retiring Administrative Agent and Swing Line Lender, and, if applicable,
Alternative Rate Lender, and the respective terms "Administrative Agent," "Swing
Line Lender", and, if applicable, "Alternative Rate Lender" shall mean such
successor administrative agent, swing line lender, and, if applicable, such
retiring alternative rate lender, and the retiring Administrative Agent's
appointment, powers and duties as Administrative Agent shall be terminated and
the retiring Swing Line Lender's, and, if applicable, the retiring Alternative
Rate Lender's rights, powers and duties as such shall be terminated, without any
other or further act or deed on the part of such retiring Swing Line Lender, or,
if applicable, of such retiring Alternative Rate Lender or any other Lender,
other than the obligations of the successor Alternative Rate Lender to enter
into Alternative Rate Agreements with the Borrower in substitution for the
Alternative Rate Agreements, if any, existing at the time of such succession.
After any retiring Administrative Agent's resignation hereunder as
Administrative Agent, the provisions of this Article IX and Sections 10.04 and
10.05 shall inure to its benefit as to any actions taken or omitted to be


                                       59
<PAGE>
taken by it while it was Administrative Agent under this Agreement. If no
successor administrative agent has accepted appointment as Administrative Agent
by the date which is 30 days following a retiring Administrative Agent's notice
of resignation, the retiring Administrative Agent's resignation shall
nevertheless thereupon become effective and the Lenders shall perform all of the
duties of the Administrative Agent hereunder until such time, if any, as the
Required Lenders appoint a successor agent as provided for above.

         SECTION 9.10    ADMINISTRATIVE AGENT MAY FILE PROOFS OF CLAIM. In case
of the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to the Borrower, the Administrative Agent (irrespective of
whether the principal of any Loan or L/C Obligation shall then be due and
payable as herein expressed or by declaration or otherwise and irrespective of
whether the Administrative Agent shall have made any demand on the Borrower)
shall be entitled and empowered, by intervention in such proceeding or otherwise

         (a)      to file and prove a claim for the whole amount of the
principal and interest owing and unpaid in respect of the Loans, L/C Obligations
and all other Obligations that are owing and unpaid and to file such other
documents as may be necessary or advisable in order to have the claims of the
Lenders and the Administrative Agent (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Lenders and the
Administrative Agent and their respective agents and counsel and all other
amounts due the Lenders and the Administrative Agent under Sections 2.03(i) and
(j), 2.09 and 10.04) allowed in such judicial proceeding; and

         (b)      to collect and receive any monies or other property payable or
deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Lender to make such payments to the Administrative Agent and, in the event
that the Administrative Agent shall consent to the making of such payments
directly to the Lenders, to pay to the Administrative Agent any amount due for
the reasonable compensation, expenses, disbursements and advances of the
Administrative Agent and its agents and counsel, and any other amounts due the
Administrative Agent under Sections 2.09 and 10.04.

         Nothing contained herein shall be deemed to authorize the
Administrative Agent to authorize or consent to or accept or adopt on behalf of
any Lender any plan of reorganization, arrangement, adjustment or composition
affecting the Obligations or the rights of any Lender or to authorize the
Administrative Agent to vote in respect of the claim of any Lender in any such
proceeding.

         SECTION 9.11    OTHER AGENTS; ARRANGERS AND MANAGERS. None of the
Lenders or other Persons identified on the facing page or signature pages of
this Agreement as a "syndication agent," "documentation agent," "co-agent,"
"book manager," "bookrunner," "lead manager," "arranger," "lead arranger" or
"co-arranger" shall have any right, power, obligation, liability, responsibility
or duty under this Agreement other than, in the case of such Lenders, those
applicable to Lenders as such. Without limiting the foregoing, none of the
Lenders or other Persons so identified shall have or be deemed to have any
fiduciary relationship with any Lender. Each Lender acknowledges that it has not
relied, and will not rely, on any of the Lenders or other Persons so identified
in deciding to enter into this Agreement or in taking or not taking action
hereunder.


                                       60
<PAGE>
                                   ARTICLE X
                                  MISCELLANEOUS

         SECTION 10.01    AMENDMENTS, ETC. No amendment or waiver of any
provision of this Agreement or any other Loan Document, and no consent to any
departure by the Borrower therefrom, shall be effective unless in writing signed
by the Required Lenders and the Borrower and acknowledged by the Administrative
Agent, and each such waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given; provided, however, that
no such amendment, waiver or consent shall:

         (a)      waive any condition set forth in Section 4.01(a) without the
written consent of each Lender;

         (b)      extend or increase the Commitment of any Lender (or reinstate
any Commitment terminated pursuant to Section 8.02) without the written consent
of such Lender;

         (c)      postpone any date fixed by this Agreement or any other Loan
Document for any payment of principal, interest, fees or other amounts due to
the Lenders (or any of them) hereunder or under any other Loan Document without
the written consent of each Lender directly affected thereby;

         (d)      reduce the principal of, or the rate of interest specified
herein on, any Loan or L/C Borrowing, or any fees or other amounts payable
hereunder or under any other Loan Document without the written consent of each
Lender directly affected thereby; provided, however, that only the consent of
the Required Lenders shall be necessary (i) to amend the definition of "Default
Rate" or to waive any obligation of the Borrower to pay interest at the Default
Rate or (ii) to amend any covenant hereunder (or any defined term used therein)
even if the effect of such amendment would be to reduce the rate of interest on
any Loan or L/C Borrowing or to reduce any fee payable hereunder;

         (e)      change Section 2.13 or Section 8.03 in a manner that would
alter the pro rata sharing of payments required thereby without the written
consent of each Lender; or

         (f)      change any provision of this Section or the definition of
"Required Lenders" or any other provision hereof specifying the number or
percentage of Lenders required to amend, waive or otherwise modify any rights
hereunder or make any determination or grant any consent hereunder, without the
written consent of each Lender;

and, provided further, that (i) no amendment, waiver or consent shall, unless in
writing and signed by the L/C Issuer in addition to the Lenders required above,
affect the rights or duties of the L/C Issuer under this Agreement or any Letter
of Credit Application relating to any Letter of Credit issued or to be issued by
it; (ii) no amendment, waiver or consent shall, unless in writing and signed by
the Swing Line Lender in addition to the Lenders required above, affect the
rights or duties of the Swing Line Lender under this Agreement; (iii) no
amendment, waiver or consent shall, unless in writing and signed by the
Administrative Agent in addition to the Lenders required above, affect the
rights or duties of the Administrative Agent under this Agreement or any other
Loan Document; (iv) each of the Fee Letter and the Commitment Letter may be
amended, or rights or privileges thereunder waived, in a writing executed only
by the parties thereto; (v) except as provided in clause (vi) below, no
amendment, waiver or consent shall, unless in writing and signed by the
Alternative Rate Lender in addition to the Required Lenders or each
directly-affected Lender, as the case may be, affect the rights or duties of the
Alternative Rate Lender under this Agreement or any other Loan Document; and
(vi) any Alternative Rate Agreement


                                       61
<PAGE>
(including the Alternative Rate payable by the Borrower thereunder) and Section
3.05(b) may be amended, or rights or privileges thereunder waived, in a writing
executed only by the Borrower and the Alternative Rate Lender. Notwithstanding
anything to the contrary herein, no Defaulting Lender shall have any right to
approve or disapprove any amendment, waiver or consent hereunder, except that
the Commitment of such Lender may not be increased or extended without the
consent of such Lender.

         SECTION 10.02    NOTICES AND OTHER COMMUNICATIONS; FACSIMILE COPIES.

         (a)      General. Unless otherwise expressly provided herein, all
notices and other communications provided for hereunder shall be in writing
(including by facsimile transmission). All such written notices shall be mailed,
faxed or delivered to the applicable address, facsimile number or (subject to
subsection (c) below) electronic mail address, and all notices and other
communications expressly permitted hereunder to be given by telephone shall be
made to the applicable telephone number, as follows:

                  (i)      if to the Borrower, the Administrative Agent, the L/C
          Issuer or the Swing Line Lender, to the address, facsimile number,
          electronic mail address or telephone number specified for such Person
          on Schedule 10.02 or to such other address, facsimile number,
          electronic mail address or telephone number as shall be designated by
          such party in a notice to the other parties; and

                  (ii)     if to any other Lender, to the address, facsimile
          number, electronic mail address or telephone number specified in its
          Administrative Questionnaire or to such other address, facsimile
          number, electronic mail address or telephone number as shall be
          designated by such party in a notice to the Borrower, the
          Administrative Agent, the L/C Issuer and the Swing Line Lender.

All such notices and other communications shall be deemed to be given or made
upon the earlier to occur of (i) actual receipt by the relevant party hereto and
(ii) (A) if delivered by hand or by courier, when signed for by or on behalf of
the relevant party hereto; (B) if delivered by mail, four Business Days after
deposit in the mails, postage prepaid; (C) if delivered by facsimile, when sent
and receipt has been confirmed by telephone; and (D) if delivered by electronic
mail (which form of delivery is subject to the provisions of subsection (c)
below), when delivered; provided, however, that notices and other communications
to the Administrative Agent, the L/C Issuer and the Swing Line Lender pursuant
to Article II shall not be effective until actually received by such Person. In
no event shall a voicemail message be effective as a notice, communication or
confirmation hereunder.

         (b)      Effectiveness of Facsimile Documents and Signatures. Loan
Documents may be transmitted and/or signed by facsimile. The effectiveness of
any such documents and signatures shall, subject to applicable Law, have the
same force and effect as manually-signed originals and shall be binding on the
Borrower, the Administrative Agent and the Lenders. The Administrative Agent may
also require that any such documents and signatures be confirmed by a
manually-signed original thereof; provided, however, that the failure to request
or deliver the same shall not limit the effectiveness of any facsimile document
or signature.

         (c)      Limited Use of Electronic Mail. Electronic mail and Internet
and intranet websites may be used only to distribute routine communications,
such as financial statements and other information as provided in Section 6.02,
and to distribute Loan Documents for execution by the parties thereto, and may
not be used for any other purpose.


                                       62
<PAGE>
         (d)      Reliance by Administrative Agent and Lenders. The
Administrative Agent and the Lenders shall be entitled to rely and act upon any
notices (including telephonic Committed Loan Notices and Swing Line Loan
Notices) purportedly given by or on behalf of the Borrower even if (i) such
notices were not made in a manner specified herein, were incomplete or were not
preceded or followed by any other form of notice specified herein, or (ii) the
terms thereof, as understood by the recipient, varied from any confirmation
thereof. The Borrower shall indemnify each Agent-Related Person and each Lender
from all losses, costs, expenses and liabilities resulting from the reliance by
such Person on each notice purportedly given by or on behalf of the Borrower.
All telephonic notices to and other communications with the Administrative Agent
may be recorded by the Administrative Agent, and each of the parties hereto
hereby consents to such recording. Notwithstanding the foregoing, nothing in
this Agreement shall modify any deposit account agreements to the extent there
are transfers from such accounts of the Borrower and its Subsidiaries.

         SECTION 10.03    NO WAIVER; CUMULATIVE REMEDIES. No failure by any
Lender or the Administrative Agent to exercise, and no delay by any such Person
in exercising, any right, remedy, power or privilege hereunder shall operate as
a waiver thereof; nor shall any single or partial exercise of any right, remedy,
power or privilege hereunder preclude any other or further exercise thereof or
the exercise of any other right, remedy, power or privilege. The rights,
remedies, powers and privileges herein provided are cumulative and not exclusive
of any rights, remedies, powers and privileges provided by law.

         SECTION 10.04    ATTORNEY COSTS, EXPENSES AND TAXES. The Borrower
agrees (a) to pay or reimburse the Administrative Agent for all reasonable costs
and expenses incurred in connection with the preparation, negotiation and
execution of the Commitment Letter, the Fee Letter, this Agreement and the other
Loan Documents and any amendment, waiver, consent or other modification of the
provisions hereof and thereof (whether or not the transactions contemplated
hereby or thereby are consummated), and the consummation and administration of
the transactions contemplated hereby and thereby, including all Attorney Costs,
and (b) to pay or reimburse the Administrative Agent and each Lender for all
reasonable costs and expenses incurred in connection with the enforcement,
attempted enforcement, or preservation of any rights or remedies under this
Agreement or the other Loan Documents (including all such costs and expenses
incurred during any "workout" or restructuring in respect of the Obligations and
during any legal proceeding, including any proceeding under any Debtor Relief
Law), including all reasonable Attorney Costs. The foregoing costs and expenses
shall include all charges, fees and taxes related thereto, and other
out-of-pocket expenses incurred by the Administrative Agent and the cost of
independent public accountants and other outside experts retained by the
Administrative Agent or any Lender. All amounts due under this Section 10.04
shall be payable within ten Business Days after demand therefor. The agreements
in this Section shall survive the termination of the Aggregate Commitments and
repayment of all other Obligations.

         SECTION 10.05    INDEMNIFICATION BY THE BORROWER. Whether or not the
transactions contemplated hereby are consummated, the Borrower shall indemnify
and hold harmless each Agent-Related Person, each Joint Lead Arranger, the
Syndication Agent, each Documentation Agent and each Lender and their respective
Affiliates, directors, officers, employees, counsel, agents and
attorneys-in-fact (collectively the "Indemnitees") from and against any and all
liabilities, obligations, losses, damages, penalties, claims, demands, actions,
judgments, suits, costs, expenses and disbursements (including Attorney Costs)
of any kind or nature whatsoever which may at any time be imposed on, incurred
by or asserted against any such Indemnitee in any way relating to or arising out
of or in connection with (a) the Commitment Letter (including, without
limitation, the pre-closing syndication and arrangement of the Loans), (b) the
execution and delivery (with respect thereto, the Attorney Costs of the
Administrative


                                       63
<PAGE>
Agent only), and enforcement, performance or administration of any Loan Document
or any other agreement, letter or instrument delivered in connection with the
transactions contemplated thereby or the consummation of the transactions
contemplated thereby, (c) any Commitment, Loan or Letter of Credit or the use or
proposed use of the proceeds therefrom (including any refusal by the L/C Issuer
to honor a demand for payment under a Letter of Credit if the documents
presented in connection with such demand do not strictly comply with the terms
of such Letter of Credit), (d) any actual or alleged presence or release of
Hazardous Materials on or from any property currently or formerly owned or
operated by the Borrower or any Subsidiary, or any Environmental Liability
related in any way to the Borrower or any Subsidiary, or (e) any actual or
prospective claim, litigation, investigation or proceeding relating to any of
the foregoing, whether based on contract, tort or any other theory (including
any investigation of, preparation for, or defense of any pending or threatened
claim, investigation, litigation or proceeding) and regardless of whether any
Indemnitee is a party thereto (all the foregoing, collectively, the "Indemnified
Liabilities"); provided that such indemnity shall not, as to any Indemnitee, be
available to the extent that such liabilities, obligations, losses, damages,
penalties, claims, demands, actions, judgments, suits, costs, expenses or
disbursements are determined by a court of competent jurisdiction by final and
nonappealable judgment to have resulted from the gross negligence or willful
misconduct of such Indemnitee. No Indemnitee shall be liable for any damages
arising from the use by others of any information or other materials obtained
through IntraLinks or other similar information transmission systems in
connection with this Agreement, nor shall any Indemnitee have any liability for
any indirect or consequential damages relating to this Agreement or any other
Loan Document or arising out of its activities in connection herewith or
therewith (whether before or after the Closing Date). In the case of an
investigation, litigation or proceeding to which the indemnity in this Section
10.05 applies, such indemnity shall be effective whether or not such
investigation, litigation or proceeding is brought by the Borrower or any of its
Subsidiaries, its directors, stockholders or auditors or an Indemnitee or any
other Person, whether or not any Indemnitee is otherwise a party thereto and
whether or not any of the transactions contemplated hereunder or under any of
the other Loan Documents is consummated. All amounts due under this Section
10.05 shall be payable within ten Business Days after demand therefor. The
agreements in this Section shall survive the resignation of the Administrative
Agent, the replacement of any Lender, the termination of the Aggregate
Commitments and the repayment, satisfaction or discharge of all the other
Obligations.

         SECTION 10.06    PAYMENTS SET ASIDE. To the extent that any payment by
or on behalf of the Borrower is made to the Administrative Agent or any Lender,
or the Administrative Agent or any Lender exercises its right of set-off, and
such payment or the proceeds of such set-off or any part thereof is subsequently
invalidated, declared to be fraudulent or preferential, set aside or required
(including pursuant to any settlement entered into by the Administrative Agent
or such Lender in its discretion) to be repaid to a trustee, receiver or any
other party, in connection with any proceeding under any Debtor Relief Law or
otherwise, then (a) to the extent of such recovery, the obligation or part
thereof originally intended to be satisfied shall be revived and continued in
full force and effect as if such payment had not been made or such set-off had
not occurred, and (b) each Lender severally agrees to pay to the Administrative
Agent upon demand its applicable share of any amount so recovered from or repaid
by the Administrative Agent, plus interest thereon from the date of such demand
to the date such payment is made at a rate per annum equal to the Federal Funds
Rate from time to time in effect.

         SECTION 10.07    SUCCESSORS AND ASSIGNS.

         (a)      The provisions of this Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns permitted hereby, except that the Borrower may not assign or otherwise
transfer any of its rights or obligations hereunder without the prior written


                                       64
<PAGE>
consent of each Lender and no Lender may assign or otherwise transfer any of its
rights or obligations hereunder except (i) to an Eligible Assignee in accordance
with the provisions of subsection (b) of this Section, (ii) by way of
participation in accordance with the provisions of subsection (d) of this
Section, or (iii) by way of pledge or assignment of a security interest subject
to the restrictions of subsection (f) of this Section (and any other attempted
assignment or transfer by any party hereto shall be null and void). Nothing in
this Agreement, expressed or implied, shall be construed to confer upon any
Person (other than the parties hereto, their respective successors and assigns
permitted hereby, Participants to the extent provided in subsection (d) of this
Section and, to the extent expressly contemplated hereby, the Indemnitees) any
legal or equitable right, remedy or claim under or by reason of this Agreement.

         (b)      Any Lender may at any time assign to one or more Eligible
Assignees all or a portion of its rights and obligations under this Agreement
(including all or a portion of its Commitment and the Loans (including for
purposes of this subsection (b), participations in L/C Obligations and in Swing
Line Loans) at the time owing to it); provided that (i) except in the case of an
assignment of the entire remaining amount of the assigning Lender's Commitment
and the Loans at the time owing to it or in the case of an assignment to a
Lender or an Affiliate of a Lender or an Approved Fund (as defined in subsection
(g) of this Section) with respect to a Lender, the aggregate amount of the
Commitment (which for this purpose includes Loans outstanding thereunder)
subject to each such assignment, determined as of the date the Assignment and
Assumption with respect to such assignment is delivered to the Administrative
Agent or, if "Trade Date" is specified in the Assignment and Assumption, as of
the Trade Date, shall not be less than $5,000,000 unless each of the
Administrative Agent and, so long as no Event of Default has occurred and is
continuing, the Borrower otherwise consents (each such consent not to be
unreasonably withheld or delayed); (ii) each partial assignment shall be made as
an assignment of a proportionate part of all the assigning Lender's rights and
obligations under this Agreement with respect to the Loans or the Commitment
assigned, except that this clause (ii) shall not apply to rights in respect of
Swing Line Loans; (iii) any assignment of a Commitment must be approved by the
Administrative Agent, the L/C Issuer and the Swing Line Lender (such approval
shall not be unreasonably withheld or delayed) unless the Person that is the
proposed assignee is itself a Lender, an Affiliate of a Lender or an Approved
Fund; and (iv) the parties to each assignment shall execute and deliver to the
Administrative Agent an Assignment and Assumption, together with a processing
and recordation fee of $3,500. Subject to acceptance and recording thereof by
the Administrative Agent pursuant to subsection (c) of this Section, from and
after the effective date specified in each Assignment and Assumption, the
Eligible Assignee thereunder shall be a party to this Agreement and, to the
extent of the interest assigned by such Assignment and Assumption, have the
rights and obligations of a Lender under this Agreement, and the assigning
Lender thereunder shall, to the extent of the interest assigned by such
Assignment and Assumption, be released from its obligations under this Agreement
(and, in the case of an Assignment and Assumption covering all of the assigning
Lender's rights and obligations under this Agreement, such Lender shall cease to
be a party hereto but shall continue to be entitled to the benefits of Sections
3.01, 3.04, 3.05, 10.04 and 10.05 with respect to facts and circumstances
occurring prior to the effective date of such assignment). Upon request, the
Borrower (at its expense) shall execute and deliver a Note, in exchange for the
old Note, to the assignee Lender. Any assignment or transfer by a Lender of
rights or obligations under this Agreement that does not comply with this
subsection shall be treated for purposes of this Agreement as a sale by such
Lender of a participation in such rights and obligations in accordance with
subsection (d) of this Section.

         (c)      The Administrative Agent, acting solely for this purpose as an
agent of the Borrower, shall maintain at the Administrative Agent's Office a
copy of each Assignment and Assumption delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the Commitments of,
and principal amounts of the Loans and L/C Obligations owing to, each Lender


                                       65
<PAGE>
pursuant to the terms hereof from time to time (the "Register"). The entries in
the Register shall be conclusive absent manifest error, and the Borrower, the
Administrative Agent and the Lenders may treat each Person whose name is
recorded in the Register pursuant to the terms hereof as a Lender hereunder for
all purposes of this Agreement, notwithstanding notice to the contrary. The
Register shall be available for inspection by the Borrower and any Lender, at
any reasonable time and from time to time upon reasonable prior notice.

         (d)      Any Lender may at any time, without the consent of, or notice
to, the Borrower or the Administrative Agent, sell participations to any Person
(other than a natural person or the Borrower or any of the Borrower's Affiliates
or Subsidiaries) (each, a "Participant") in all or a portion of such Lender's
rights and/or obligations under this Agreement (including all or a portion of
its Commitment and/or the Loans (including such Lender's participations in L/C
Obligations and/or Swing Line Loans) owing to it); provided that (i) such
Lender's obligations under this Agreement shall remain unchanged, (ii) such
Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations and (iii) the Borrower, the Administrative 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. Any agreement or instrument pursuant to which a Lender sells such a
participation shall provide that such Lender shall retain the sole right to
enforce this Agreement and to approve any amendment, modification or waiver of
any provision of this Agreement; provided that such agreement or instrument may
provide that such Lender will not, without the consent of the Participant, agree
to any amendment, waiver or other modification described in the first proviso to
Section 10.01 that directly affects such Participant. Subject to subsection (e)
of this Section, the Borrower agrees that each Participant shall be entitled to
the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a
Lender and had acquired its interest by assignment pursuant to subsection (b) of
this Section. To the extent permitted by law, each Participant also shall be
entitled to the benefits of Section 10.09 as though it were a Lender, provided
such Participant agrees to be subject to Section 2.13 as though it were a
Lender.

         (e)      A Participant shall not be entitled to receive any greater
payment under Section 3.01 or 3.04 than the applicable Lender would have been
entitled to receive with respect to the participation sold to such Participant,
unless the sale of the participation to such Participant is made with the
Borrower's prior written consent. A Participant that would be a Foreign Lender
if it were a Lender shall not be entitled to the benefits of Section 3.01 unless
the Borrower is notified of the participation sold to such Participant and such
Participant agrees, for the benefit of the Borrower, to comply with Section
10.15 as though it were a Lender.

         (f)      Any Lender may at any time pledge or assign a security
interest in all or any portion of its rights under this Agreement (including
under its Note(s), if any) to secure obligations of such Lender to (i) a Federal
Reserve Bank or (ii) with the prior consent of the Borrower, which would not be
unreasonably withheld, any other Person; provided that no such pledge or
assignment shall release such Lender from any of its obligations hereunder or
substitute any such pledgee or assignee for such Lender as a party hereto.

         (g)      As used herein, the following terms have the following
meanings:

                  "Eligible Assignee" means (a) a Lender; (b) an Affiliate of a
         Lender; (c) an Approved Fund; and (d) any other Person (other than a
         natural person) approved by (i) the Administrative Agent, the L/C
         Issuer and the Swing Line Lender, and (ii) unless an Event of Default
         has occurred and is continuing, the Borrower (each such approval not to
         be unreasonably withheld or delayed); provided that notwithstanding


                                       66
<PAGE>
         the foregoing, "Eligible Assignee" shall not include the Borrower or
         any of the Borrower's Affiliates or Subsidiaries.

                  "Fund" means any Person (other than a natural person) that is
         (or will be) engaged in making, purchasing, holding or otherwise
         investing in commercial loans and similar extensions of credit in the
         ordinary course of its business.

                  "Approved Fund" means any Fund that is administered or managed
         by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an
         Affiliate of an entity that administers or manages a Lender.

         (h)      Notwithstanding anything to the contrary contained herein, if
at any time Bank of America assigns all of its Commitment and Loans pursuant to
subsection (b) above, Bank of America may, upon 30 days' notice to the Borrower,
resign as Swing Line Lender. In the event of any such resignation as Swing Line
Lender, the Borrower shall be entitled to appoint from among the Lenders a
successor Swing Line Lender hereunder; provided, however, that no failure by the
Borrower to appoint any such successor shall affect the resignation of Bank of
America as Swing Line Lender. If Bank of America resigns as Swing Line Lender,
it shall retain all the rights of the Swing Line Lender provided for hereunder
with respect to Swing Line Loans made by it and outstanding as of the effective
date of such resignation, including the right to require the Lenders to make
Base Rate Committed Loans or fund risk participations in outstanding Swing Line
Loans pursuant to Section 2.04(c).

         (i)      Notwithstanding anything to the contrary contained herein, all
assignments and participations shall be made in compliance with Law.

         SECTION 10.08     CONFIDENTIALITY. Each of the Administrative Agent,
the L/C Issuer, the Syndication Agent, the Documentation Agents and the Lenders
agrees to maintain the confidentiality of the Information (as defined below),
except that Information may be disclosed (a) to its and its Affiliates'
directors, officers, employees and agents, including accountants, legal counsel
and other advisors (it being understood that the Persons to whom such disclosure
is made will be informed of the confidential nature of such Information and
instructed to keep such Information confidential); (b) to the extent requested
by any regulatory authority; (c) to the extent required by applicable laws or
regulations or by any subpoena or similar legal process; (d) to any other party
to this Agreement; (e) in connection with the exercise of any remedies hereunder
or any suit, action or proceeding relating to this Agreement or the enforcement
of rights hereunder; (f) subject to an agreement containing provisions
substantially the same as those of this Section, to (i) any Eligible Assignee of
or Participant in, or any prospective Eligible Assignee of or Participant in,
any of its rights or obligations under this Agreement or (ii) any direct or
indirect contractual counterparty or prospective counterparty (or such
contractual counterparty's or prospective counterparty's professional advisor)
to any credit derivative transaction relating to obligations of the Borrower;
(g) with the written consent of the Borrower; (h) to the extent such Information
(i) becomes publicly available other than as a result of a breach of this
Section or (ii) becomes available to the Administrative Agent, the Syndication
Agent, either Documentation Agent or any Lender on a nonconfidential basis from
a source other than the Borrower; or (i) to the National Association of
Insurance Commissioners or any other similar organization. In addition, the
Administrative Agent, the Syndication Agent, each Documentation Agent and the
Lenders may disclose the existence of this Agreement and information about this
Agreement to market data collectors, similar service providers to the lending
industry, and service providers to the Administrative Agent, the Syndication
Agent, each Documentation Agent and the Lenders in connection with the
administration and management of this Agreement, the other Loan Documents, the
Commitments, and the Credit Extensions. For the purposes of this Section,
"Information" means all information received from the Borrower or its
Subsidiaries relating to the Borrower or its business, other than any such
information that


                                       67
<PAGE>
is available to the Administrative Agent, the Syndication Agent, each
Documentation Agent or any Lender on a nonconfidential basis prior to disclosure
by the Borrower; provided that, in the case of information received from the
Borrower after the date hereof, such information is clearly identified in
writing at the time of delivery as confidential. Any Person required to maintain
the confidentiality of Information as provided in this Section shall be
considered to have complied with its obligation to do so if such Person has
exercised the same degree of care to maintain the confidentiality of such
Information as such Person would accord to its own confidential information.

         SECTION 10.09     SET-OFF. In addition to any rights and remedies of
the Lenders provided by law, upon the occurrence and during the continuance of
any Event of Default, each Lender is authorized at any time and from time to
time, without prior notice to the Borrower, any such notice being waived by the
Borrower 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 by, and other indebtedness at any time owing by, such Lender to or for
the credit or the account of the Borrower against any and all Obligations owing
to such Lender hereunder or under any other Loan Document, now or hereafter
existing, irrespective of whether or not the Administrative Agent or such Lender
shall have made demand under this Agreement or any other Loan Document and
although such Obligations may be contingent or unmatured or denominated in a
currency different from that of the applicable deposit or indebtedness. Each
Lender agrees promptly to notify the Borrower and the Administrative Agent after
any such set-off and application made by such Lender; provided, however, that
the failure to give such notice shall not affect the validity of such set-off
and application.

         SECTION 10.10     INTEREST RATE LIMITATION. Notwithstanding anything to
the contrary contained in any Loan Document, the interest paid or agreed to be
paid under the Loan Documents shall not exceed the maximum rate of non-usurious
interest permitted by applicable Law (the "Maximum Rate"). If the Administrative
Agent, the L/C Issuer or any Lender shall receive interest in an amount that
exceeds the Maximum Rate, the excess interest shall be applied to the principal
of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower.
In determining whether the interest contracted for, charged, or received by the
Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to
the extent permitted by applicable Law, (a) characterize any payment that is not
principal as an expense, fee, or premium rather than interest, (b) exclude
voluntary prepayments and the effects thereof, and (c) amortize, prorate,
allocate, and spread in equal or unequal parts the total amount of interest
throughout the contemplated term of the Obligations hereunder.

         SECTION 10.11     COUNTERPARTS. This Agreement may be executed in one
or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.

         SECTION 10.12     INTEGRATION. This Agreement, together with the other
Loan Documents, comprises the complete and integrated agreement of the parties
on the subject matter hereof and thereof and supersedes all prior agreements,
written or oral, on such subject matter. In the event of any conflict between
the provisions of this Agreement and those of any other Loan Document, the
provisions of this Agreement shall control; provided that the inclusion of
supplemental rights or remedies in favor of the Administrative Agent or the
Lenders in any other Loan Document shall not be deemed a conflict with this
Agreement. Each Loan Document was drafted with the joint participation of the
respective parties thereto and shall be construed neither against nor in favor
of any party, but rather in accordance with the fair meaning thereof.


                                       68
<PAGE>
         SECTION 10.13     SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All
representations and warranties made hereunder and in any other Loan Document or
other document delivered pursuant hereto or thereto or in connection herewith or
therewith shall survive the execution and delivery hereof and thereof. Such
representations and warranties have been or will be relied upon by the
Administrative Agent and each Lender, regardless of any investigation made by
the Administrative Agent or any Lender or on their behalf and notwithstanding
that the Administrative Agent or any Lender may have had notice or knowledge of
any Default at the time of any Credit Extension, and shall continue in full
force and effect as long as any Loan or any other Obligation hereunder shall
remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.

         SECTION 10.14     SEVERABILITY. If any provision of this Agreement or
the other Loan Documents is held to be illegal, invalid or unenforceable, (a)
the legality, validity and enforceability of the remaining provisions of this
Agreement and the other Loan Documents shall not be affected or impaired thereby
and (b) the parties shall endeavor in good faith negotiations to replace the
illegal, invalid or unenforceable provisions with valid provisions the economic
effect of which comes as close as possible to that of the illegal, invalid or
unenforceable provisions. The invalidity of a provision in a particular
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

         SECTION 10.15     TAX FORMS. (a) (i) Each Lender that is not a "United
States person" within the meaning of Section 7701(a)(30) of the Code (a "Foreign
Lender") shall deliver to the Administrative Agent and the Borrower, prior to
receipt of any payment subject to withholding under the Code (or upon accepting
an assignment of an interest herein), two duly signed completed copies of either
IRS Form W-8BEN or any successor thereto (relating to such Foreign Lender and
entitling it to an exemption from, or reduction of, withholding tax on all
payments to be made to such Foreign Lender by the Borrower pursuant to this
Agreement) or IRS Form W-8ECI or any successor thereto (relating to all payments
to be made to such Foreign Lender by the Borrower pursuant to this Agreement) or
such other evidence satisfactory to the Borrower and the Administrative Agent
that such Foreign Lender is entitled to an exemption from, or reduction of, U.S.
withholding tax, including any exemption pursuant to Section 881(c) of the Code.
Thereafter and from time to time, each such Foreign Lender shall (A) promptly
submit to the Administrative Agent such additional duly completed and signed
copies of one of such forms (or such successor forms as shall be adopted from
time to time by the relevant United States taxing authorities) as may then be
available under then current United States laws and regulations to avoid, or
such evidence as is satisfactory to the Borrower and the Administrative Agent of
any available exemption from or reduction of, United States withholding taxes in
respect of all payments to be made to such Foreign Lender by the Borrower
pursuant to this Agreement, (B) promptly notify the Administrative Agent of any
change in circumstances which would modify or render invalid any claimed
exemption or reduction, and (C) take such steps as shall not be materially
disadvantageous to it, in the reasonable judgment of such Lender, and as may be
reasonably necessary (including the re-designation of its Lending Office) to
avoid any requirement of applicable Laws that the Borrower make any deduction or
withholding for taxes from amounts payable to such Foreign Lender.

                  (ii)     Each Foreign Lender, to the extent it does not act or
         ceases to act for its own account with respect to any portion of any
         sums paid or payable to such Lender under any of the Loan Documents
         (for example, in the case of a typical participation by such Lender),
         shall deliver to the Administrative Agent and the Borrower on the date
         when such Foreign Lender ceases to act for its own account with respect
         to any portion of any such sums paid or payable, and at such other
         times as may be necessary in the determination of the Administrative
         Agent (in the reasonable exercise of its discretion), (A) two duly
         signed completed copies of the forms or


                                       69
<PAGE>
         statements required to be provided by such Lender as set forth above,
         to establish the portion of any such sums paid or payable with respect
         to which such Lender acts for its own account that is not subject to
         U.S. withholding tax, and (B) two duly signed completed copies of IRS
         Form W-8IMY (or any successor thereto), together with any information
         such Lender chooses to transmit with such form, and any other
         certificate or statement of exemption required under the Code, to
         establish that such Lender is not acting for its own account with
         respect to a portion of any such sums payable to such Lender.

                  (iii)    The Borrower shall not be required to pay any
         additional amount to any Foreign Lender under Section 3.01 (A) with
         respect to any Taxes required to be deducted or withheld on the basis
         of the information, certificates or statements of exemption such Lender
         transmits with an IRS Form W-8IMY, W-8BEN or W-8ECI pursuant to this
         Section 10.15(a) or (B) if such Lender shall have failed to satisfy the
         foregoing provisions of this Section 10.15(a); provided that if such
         Lender shall have satisfied the requirement of this Section 10.15(a) on
         the date such Lender became a Lender or ceased to act for its own
         account with respect to any payment under any of the Loan Documents,
         nothing in this Section 10.15(a) shall relieve the Borrower of its
         obligation to pay any amounts pursuant to Section 3.01 in the event
         that, as a result of any change in any applicable law, treaty or
         governmental rule, regulation or order, or any change in the
         interpretation, administration or application thereof, such Lender is
         no longer properly entitled to deliver forms, certificates or other
         evidence at a subsequent date establishing the fact that such Lender or
         other Person for the account of which such Lender receives any sums
         payable under any of the Loan Documents is not subject to withholding
         or is subject to withholding at a reduced rate; provided, further, that
         should such Lender become subject to Taxes because of its failure to
         satisfy the foregoing provisions of this Section 10.15(a) the Borrower
         shall take such steps as such Lender shall reasonably request to
         assist such Lender in recovering such Taxes.

                  (iv)     The Administrative Agent may, without reduction,
         withhold any Taxes required to be deducted and withheld from any
         payment under any of the Loan Documents with respect to which the
         Borrower is not required to pay additional amounts under Section 3.01
         or this Section 10.15(a).

         (b)      Upon the request of the Administrative Agent or the Borrower,
each Lender that is a "United States person" within the meaning of Section
7701(a)(30) of the Code shall deliver to the Administrative Agent and the
Borrower two duly signed completed copies of IRS Form W-9. If such Lender fails
to deliver such forms, then the Administrative Agent may withhold from any
interest payment to such Lender an amount equivalent to the applicable back-up
withholding tax imposed by the Code, without reduction.

         (c)      If any Governmental Authority asserts that the Administrative
Agent did not properly withhold or backup withhold, as the case may be, any Tax
or other amount from payments made to or for the account of any Lender, such
Lender shall indemnify the Administrative Agent therefor, including all
penalties and interest, any Taxes imposed by any jurisdiction on the amounts
payable to the Administrative Agent under this Section, and costs and expenses
(including Attorney Costs) of the Administrative Agent. The obligation of the
Lenders under this Section shall survive the termination of the Aggregate
Commitments, repayment of all other Obligations hereunder and the resignation of
the Administrative Agent.

         SECTION 10.16     GOVERNING LAW.


                                       70
<PAGE>
         (a)      THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE
AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT ALL PARTIES HERETO
SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.

         (b)      ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT
OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK
SITTING IN NEW YORK COUNTY OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF
SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER, THE
ADMINISTRATIVE AGENT, THE L/C ISSUER AND EACH LENDER CONSENTS, FOR ITSELF AND IN
RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. THE
BORROWER, THE ADMINISTRATIVE AGENT, THE L/C ISSUER AND EACH LENDER IRREVOCABLY
WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON
THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE
BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN
DOCUMENT OR OTHER DOCUMENT RELATED THERETO. THE BORROWER, THE ADMINISTRATIVE
AGENT AND EACH LENDER WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER
PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY THE LAW OF SUCH
STATE.

         (c)      The Borrower hereby irrevocably appoints CT Corporation
System, with an address on the date hereof at 111 Eighth Avenue, 13th Floor, New
York, New York, 10011, its authorized agent to accept and acknowledge service of
any and all process which may be served in any suit, action or proceeding of the
nature referred to in this Section 10.16 and consents to process being served in
any such suit, action or proceeding upon CT Corporation System in any manner or
by mailing of a copy thereof by registered or certified mail, postage prepaid,
return receipt requested, to the Borrowers' address referred to in Section
10.01. The Borrower agrees that such service (i) shall be deemed in every
respect effective service of process upon it in any such suit, action or
proceeding and (ii) shall, to the fullest extent permitted by law, be taken and
held to be valid personal service upon and personal delivery to it. Nothing in
this Section 10.16 shall affect the right of any Lender to serve process in any
manner permitted by law or limit the right of any Lender to bring proceedings
against the Borrower in the courts of any jurisdiction or jurisdictions.

         SECTION 10.17     WAIVER OF RIGHT TO TRIAL BY JURY. EACH PARTY TO THIS
AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM,
DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY
CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR
ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED
THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER
FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND
CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED
BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN
ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN
EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT
TO TRIAL BY JURY.


                                       71
<PAGE>
         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.

                              HILLENBRAND INDUSTRIES, INC.

                              By: ________________________________________

                              Name: ______________________________________

                              Title: _____________________________________


                                      S-1
<PAGE>
                              BANK OF AMERICA, N.A., as Administrative
                              Agent

                              By: ________________________________________

                              Name: ______________________________________

                              Title: _____________________________________

                                      S-2
<PAGE>
                              CITICORP USA, INC., as Syndication Agent

                              By: ________________________________________

                              Name: ______________________________________

                              Title: _____________________________________


                                      S-3
<PAGE>
                              BANK ONE, NA, as Documentation Agent

                              By: ________________________________________

                              Name: ______________________________________

                              Title: _____________________________________


                                      S-4
<PAGE>
                              LASALLE BANK NATIONAL ASSOCIATION, as
                              Documentation Agent

                              By: ________________________________________

                              Name: ______________________________________

                              Title: _____________________________________


                                      S-5
<PAGE>
                              UBS AG, STAMFORD BRANCH, as Documentation
                              Agent

                              By: ________________________________________

                              Name: ______________________________________

                              Title: _____________________________________


                                      S-6
<PAGE>
                              BANK OF AMERICA, N.A., as a Lender, Swing
                              Line Lender, Alternative Rate Lender and
                              L/C Issuer

                              By: ________________________________________

                              Name: ______________________________________

                              Title: _____________________________________


                                      S-7
<PAGE>
                              BANK ONE, NA, as a Lender

                              By: ________________________________________

                              Name: ______________________________________

                              Title: _____________________________________


                                      S-8
<PAGE>
                              BNP PARIBAS, as a Lender

                              By: ________________________________________

                              Name: ______________________________________

                              Title: _____________________________________


                                      S-9
<PAGE>
                              CITICORP USA, INC., as a Lender

                              By: ________________________________________

                              Name: ______________________________________

                              Title: _____________________________________


                                      S-10
<PAGE>
                              FIFTH THIRD BANK, as a Lender

                              By: ________________________________________

                              Name: ______________________________________

                              Title: _____________________________________


                                      S-11
<PAGE>
                              KEYBANK NATIONAL ASSOCIATION, as a
                              Lender

                              By: ________________________________________

                              Name: ______________________________________

                              Title: _____________________________________


                                      S-12
<PAGE>
                              LASALLE BANK NATIONAL ASSOCIATION, as a
                              Lender

                              By: ________________________________________

                              Name: ______________________________________

                              Title: _____________________________________


                                      S-13
<PAGE>
                            NATIONAL CITY BANK OF INDIANA, as a Lender

                            By: ________________________________________

                            Name: ______________________________________

                            Title: _____________________________________


                                      S-14
<PAGE>
                            THE NORTHERN TRUST COMPANY, as a Lender

                            By: ________________________________________

                            Name: ______________________________________

                            Title: _____________________________________


                                      S-15
<PAGE>
                            PNC BANK, N.A., as a Lender

                            By: ________________________________________

                            Name: ______________________________________

                            Title: _____________________________________


                                      S-16
<PAGE>
                            SUNTRUST BANK, as a Lender

                            By: ________________________________________

                            Name: ______________________________________

                            Title: _____________________________________


                                      S-17
<PAGE>
                            UBS AG, STAMFORD BRANCH, as a Lender

                            By: ________________________________________

                            Name: ______________________________________

                            Title: _____________________________________


                                      S-18
<PAGE>
                                                                     EXHIBIT A-1

================================================================================
                          FORM OF COMMITTED LOAN NOTICE

                                                       Date:  ___________, _____

To:      Bank of America, N.A., as Administrative Agent

Ladies and Gentlemen:

         Reference is made to that certain Three-Year Credit Agreement, dated as
of August 2, 2002 (as amended, restated, extended, supplemented or otherwise
modified in writing from time to time, the "Agreement;" the terms defined
therein being used herein as therein defined), among Hillenbrand Industries,
Inc., an Indiana corporation (the "Borrower"), the Lenders from time to time
party thereto, Bank of America, N.A., as Administrative Agent, Swing Line
Lender, Alternative Rate Lender and L/C Issuer, Citicorp USA, Inc., as
Syndication Agent and Bank One, NA, LaSalle Bank National Association and UBS
AG, Stamford Branch, as Documentation Agents.

         The undersigned hereby requests (select one):

         [ ] A Borrowing of Committed Loans    [ ] A conversion or continuation
                                                   of Loans

         1.   On _______________________________ (a Business Day).

         2.   In the amount of $_____________.

         3.   Comprised of _________________________.
                                [TYPE OF COMMITTED LOAN REQUESTED]

         4.   For Eurodollar Rate Loans:  with an Interest Period of __________
              months.

         [THE COMMITTED BORROWING REQUESTED HEREIN COMPLIES WITH THE PROVISO TO
THE FIRST SENTENCE OF SECTION 2.01 OF THE AGREEMENT.]

                            HILLENBRAND INDUSTRIES, INC.

                            By: ________________________________________

                            Name: ______________________________________

                            Title: _____________________________________

                                      A-1-1
                          Form of Committed Loan Notice
<PAGE>
                                                                     EXHIBIT A-2

                      FORM OF REQUEST FOR ALTERNATIVE RATE

                                                       Date:  ___________, _____

To:      Bank of America, N.A., as Alternative Rate Lender

Ladies and Gentlemen:

Reference is made to that certain Three-Year Credit Agreement, dated as of
August 2, 2002 (as amended, restated, extended, supplemented or otherwise
modified in writing from time to time, the "Agreement;" the terms defined
therein being used herein as therein defined), among Hillenbrand Industries,
Inc., an Indiana corporation (the "Borrower"), the Lenders from time to time
party thereto, Bank of America, N.A., as Administrative Agent, Swing Line
Lender, Alternative Rate Lender and L/C Issuer, Citicorp USA, Inc., as
Syndication Agent and Bank One, NA, LaSalle Bank National Association and UBS
AG, Stamford Branch, as Documentation Agents.  The undersigned hereby requests :

[ ] Alternative Rate Agreement

1.       To be effective on ___________________________________________________.

2.       On the amount of $ ___________________________________.

3.       Alternative Rate: [    %] [ _______ % + the Applicable Margin for
Eurodollar Rate Loans in effect from time to time].

4.       Underlying Type of Loan: _______________.

5.       Interest Period of underlying Type of Loan, which will be continued
throughout the duration of the Alternative Rate Period chosen below in
accordance with, and subject to the exceptions thereto set forth in, the next to
last sentence of Section 2.02(a):__________months.

6.       Alternative Rate Period: _________________ [If relates to an underlying
Eurodollar Rate Loan, Alternative Rate Period must end as of the end of an
Interest Period applicable to such Loan indicated in 5. above or continuation of
such Loan to Interest Period(s) of like duration.]

         The foregoing request complies with the requirements of Section 2.02(g)
of the Agreement. The undersigned hereby certifies that the following statements
are true on the date hereof, and will be true on the above date, before and
after giving effect to the Alternative Rate Agreement requested hereby: no
Default has occurred and is continuing on the date hereof or after giving effect
to this Agreement for Alternative Rate.

                                      A-2-2
                     Form of Request for Alternative Rate
<PAGE>
                            HILLENBRAND INDUSTRIES, INC.

                            By: ________________________________________

                            Name: ______________________________________

                            Title: _____________________________________

Accepted and Agreed:
BANK OF AMERICA, N.A.,
as Alternative Rate Lender

By: _____________________________________________________________

Name: ___________________________________________________________

Title: __________________________________________________________

                                      A-2-3
                     Form of Request for Alternative Rate
<PAGE>
                                                                       EXHIBIT B

================================================================================
                         FORM OF SWING LINE LOAN NOTICE

                                                       Date:  ___________, _____

To:      Bank of America, N.A., as Swing Line Lender
         Bank of America, N.A., as Administrative Agent

Ladies and Gentlemen:

         Reference is made to that certain Three-Year Credit Agreement, dated
as of August 2, 2002 (as amended, restated, extended, supplemented or otherwise
modified in writing from time to time, the  "Agreement;" the terms defined
therein being used herein as therein defined), among Hillenbrand Industries,
Inc., an Indiana corporation  (the  "Borrower"), the Lenders from time to time
party thereto, Bank of America, N.A., as Administrative Agent, Swing Line
Lender, Alternative Rate Lender and L/C Issuer, Citicorp USA, Inc., as
Syndication Agent and Bank One, NA, LaSalle Bank National Association and UBS
AG, Stamford Branch, as Documentation Agents.

         The undersigned hereby requests a Swing Line Loan:

         1.       On ____________________________________ (a Business Day).

         2.       In the amount of $__________________.

         The Swing Line Borrowing requested herein complies with the
requirements of the provisos to the first sentence of Section 2.04(a) of the
Agreement.

                            HILLENBRAND INDUSTRIES, INC.

                            By: ________________________________________

                            Name: ______________________________________

                            Title: _____________________________________

                                       B-1
                          Form of Swing Line Loan Notice
<PAGE>
                                                                       EXHIBIT C

================================================================================
                                  FORM OF NOTE

                                                          ______________________

         FOR VALUE RECEIVED, the undersigned (the "Borrower"), hereby promises
to pay to _____________________ or registered assigns (the "Lender"), in
accordance with the provisions of the Agreement (as hereinafter defined), the
principal amount of each Loan from time to time made by the Lender to the
Borrower under that certain Three-Year Credit Agreement, dated as of August 2,
2002 (as amended, restated, extended, supplemented or otherwise modified in
writing from time to time, the "Agreement;" the terms defined therein being used
herein as therein defined), among the Borrower, the Lenders from time to time
party thereto, Bank of America, N.A., as Administrative Agent, Swing Line
Linder, Alternative Rate Lender and L/C Issuer, Citicorp USA, Inc., as
Syndication Agent and Bank One, NA, LaSalle Bank National Association and UBS
AG, Stamford Branch, as Documentation Agents.

         The Borrower promises to pay interest on the unpaid principal amount of
each Loan from the date of such Loan until such principal amount is paid in
full, at such interest rates and at such times as provided in the Agreement.
Except as otherwise provided in Section 2.04(f) of the Agreement with respect to
Swing Line Loans, all payments of principal and interest shall be made to the
Administrative Agent for the account of the Lender in Dollars in immediately
available funds at the Administrative Agent's Office. If any amount is not paid
in full when due hereunder, such unpaid amount shall bear interest, to be paid
upon demand, from the due date thereof until the date of actual payment (and
before as well as after judgment) computed at the per annum rate set forth in
the Agreement.

         This Note is one of the Notes referred to in the Agreement, is entitled
to the benefits thereof and may be prepaid in whole or in part subject to the
terms and conditions provided therein. Upon the occurrence and continuation of
one or more of the Events of Default specified in the Agreement, all amounts
then remaining unpaid on this Note shall become, or may be declared to be,
immediately due and payable all as provided in the Agreement. Loans made by the
Lender shall be evidenced by one or more loan accounts or records maintained by
the Lender in the ordinary course of business. The Lender may also attach
schedules to this Note and endorse thereon the date, amount and maturity of its
Loans and payments with respect thereto.

         The Borrower, for itself, its successors and assigns, hereby waives
diligence, presentment, protest and demand and notice of protest, demand,
dishonor and non-payment of this Note, except as provided in the Credit
Agreement.

                                       C-1
                                  Form of Note
<PAGE>
         THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK.

                                   HILLENBRAND INDUSTRIES, INC.

                                   By: ________________________________________

                                   Name: ______________________________________

                                   Title: _____________________________________

                                      C-2
                                  Form of Note
<PAGE>
================================================================================
                     LOANS AND PAYMENTS WITH RESPECT THERETO

<TABLE>
<CAPTION>
                                                                                      Amount of
                                                                      End of        Principal or        Outstanding
                                    Type of Loan      Amount of      Interest       Interest Paid        Principal         Notation
  Date        Loan        Date          Made          Loan Made       Period          This Date      Balance This Date     Made By
-----------------------------------------------------------------------------------------------------------------------------------
<S>       <C>          <C>        <C>               <C>            <C>             <C>               <C>                  <C>
________  ___________  _________  ________________  _____________  ______________  ________________  ___________________  _________
________  ___________  _________  ________________  _____________  ______________  ________________  ___________________  _________
________  ___________  _________  ________________  _____________  ______________  ________________  ___________________  _________
________  ___________  _________  ________________  _____________  ______________  ________________  ___________________  _________
________  ___________  _________  ________________  _____________  ______________  ________________  ___________________  _________
________  ___________  _________  ________________  _____________  ______________  ________________  ___________________  _________
________  ___________  _________  ________________  _____________  ______________  ________________  ___________________  _________
________  ___________  _________  ________________  _____________  ______________  ________________  ___________________  _________
________  ___________  _________  ________________  _____________  ______________  ________________  ___________________  _________
________  ___________  _________  ________________  _____________  ______________  ________________  ___________________  _________
________  ___________  _________  ________________  _____________  ______________  ________________  ___________________  _________
________  ___________  _________  ________________  _____________  ______________  ________________  ___________________  _________
________  ___________  _________  ________________  _____________  ______________  ________________  ___________________  _________
________  ___________  _________  ________________  _____________  ______________  ________________  ___________________  _________
________  ___________  _________  ________________  _____________  ______________  ________________  ___________________  _________
________  ___________  _________  ________________  _____________  ______________  ________________  ___________________  _________
________  ___________  _________  ________________  _____________  ______________  ________________  ___________________  _________
________  ___________  _________  ________________  _____________  ______________  ________________  ___________________  _________
</TABLE>

                                      C-3
                                  Form of Note
<PAGE>
                                                                       EXHIBIT D
================================================================================
                         FORM OF COMPLIANCE CERTIFICATE

                                             Financial Statement Date:_________,

To:      Bank of America, N.A., as Administrative Agent

Ladies and Gentlemen:

         Reference is made to that certain Three-Year Credit Agreement, dated as
of August 2, 2002 (as amended, restated, extended, supplemented or otherwise
modified in writing from time to time, the "Agreement;" the terms defined
therein being used herein as therein defined), among Hillenbrand Industries,
Inc., an Indiana corporation (the "Borrower"), the Lenders from time to time
party thereto, Bank of America, N.A., as Administrative Agent, Swing Line
Lender, Alternative Rate Lender, and L/C Issuer, Citicorp USA, Inc., as
Syndication Agent and Bank One, NA, LaSalle Bank National Association and UBS
AG, Stamford Branch, as Documentation Agents.

         The undersigned Responsible Officer hereby certifies as of the date
hereof that he/she is the________________________________ of the Borrower, and
that, as such, he/she is authorized to execute and deliver this Certificate to
the Administrative Agent on the behalf of the Borrower, and that:

      [Use following paragraph 1 for fiscal year-end financial statements]

         1.     Attached hereto as Schedule 1 are the year-end audited financial
statements required by Section 6.01(a) of the Agreement for the fiscal year of
the Borrower ended as of the above date, together with the report and opinion of
an independent certified public accountant required by such section.

     [Use following paragraph 1 for fiscal quarter-end financial statements]

         1.     Attached hereto as Schedule 1 are the unaudited financial
statements required by Section 6.01(b) of the Agreement for the fiscal quarter
of the Borrower ended as of the above date. Such financial statements fairly
present the financial condition, results of operations and cash flows of the
Borrower and its Subsidiaries in accordance with GAAP as at such date and for
such period, subject only to normal year-end audit adjustments and the absence
of footnotes.

         2.     The undersigned has reviewed and is familiar with the terms of
the Agreement and has made, or has caused to be made under his/her supervision,
a detailed review of the transactions and condition (financial or otherwise) of
the Borrower during the accounting period covered by the attached financial
statements.

         3.     A review of the activities of the Borrower during such fiscal
period has been made under the supervision of the undersigned with a view to
determining whether during such fiscal period the Borrower performed and
observed all its Obligations under the Loan Documents, and

                                  [SELECT ONE:]

         [TO THE BEST KNOWLEDGE OF THE UNDERSIGNED DURING SUCH FISCAL PERIOD,
THE BORROWER PERFORMED AND OBSERVED EACH COVENANT AND CONDITION OF THE LOAN
DOCUMENTS APPLICABLE TO IT.]

                                      D-1
                          Form of Compliance Certificate
<PAGE>
                                     --OR--

         [THE FOLLOWING COVENANTS OR CONDITIONS HAVE NOT BEEN PERFORMED OR
OBSERVED AND THE FOLLOWING IS A LIST OF EACH SUCH DEFAULT AND ITS NATURE AND
STATUS:]

         4.     The representations and warranties of the Borrower contained in
Article V of the Agreement, or which are contained in any document furnished at
any time under or in connection with the Loan Documents, are true and correct in
all material respects on and as of the date hereof, except (i) to the extent
that such representations and warranties specifically refer to an earlier date,
in which case they are true and correct in all material respects as of such
earlier date, and except that for purposes of this Compliance Certificate, (ii)
the representations and warranties contained in subsections (a) and (b) of
Section 5.05 of the Agreement shall be deemed to refer to the most recent
statements furnished pursuant to subsections (a) and (b), respectively, of
Section 6.01 of the Agreement, including the statements in connection with which
this Compliance Certificate is delivered and (iii) the representations and
warranties contained in Sections 5.05(c) and 5.06 shall be true and correct in
all material respects only as of the date of the initial Loan, any Increase
Effective Date and the Term Loan Conversion Date.

         5.     The financial covenant analyses and information set forth on
Schedule 2 attached hereto are true and correct in all material respects on and
as of the date of this Certificate.

         IN WITNESS WHEREOF, the undersigned has executed this Certificate as of
___________________, _________.

                                   HILLENBRAND INDUSTRIES, INC.

                                   By: ________________________________________

                                   Name: ______________________________________

                                   Title: _____________________________________

                                      D-2
                          Form of Compliance Certificate
<PAGE>
                For the Quarter/Year ended ___________________("Statement Date")

                                   SCHEDULE 2
                          to the Compliance Certificate
                                  ($ in 000's)
<TABLE>
<S>      <C>                                                                                  <C>
I.       Consolidated Total Debt.

         A.       For the Borrower and its Subsidiaries, calculated on a
                  consolidated basis, all Indebtedness at Statement Date
                  calculated before giving consideration to the last paragraph
                  in the definition of "Indebtedness" in Section 1.01.                        $ _________

         B.       For the Borrower and its Subsidiaries calculated on a
                  consolidated basis, amounts of any appeal bonds and
                  supersedeas bonds in excess of cash, cash equivalents and
                  short term investments on the most recent balance sheet at the
                  time any such bond is provided.                                             $ _________

         C.       For the Borrower and its Subsidiaries calculated on a
                  consolidated basis, amounts of any collateralization or
                  reimbursement obligations required in connection with any such
                  bonds in the form of a letter of credit or otherwise in excess
                  of cash, cash equivalents and short term investments on the
                  most recent balance sheet at the time any such bond is
                  provided.                                                                   $ _________

         D.       For the Borrower and its Subsidiaries calculated on a
                  consolidated basis, the amounts of any judgments or decrees in
                  excess of cash, cash equivalents and short term investments on
                  the most recent balance sheet at the time any such judgment or
                  decree is entered.                                                          $ _________

         E.       Actual Consolidated Total Debt at Statement Date (Lines I.A. +
                  without duplication, B. + C. + D.):                                         $ _________

II.      Consolidated Total Capitalization

         A.       Consolidated Total Capitalization at Statement Date:                        $ _________

III.     Actual Consolidated Total Debt to Total Capitalization Ratio at
         Statement Date (Line I.E. + Line II.A.):                                              _____ to 1

         Maximum permitted by Section 7.11:                                                     0.45 to 1
</TABLE>

                                      D-3
                          Form of Compliance Certificate
<PAGE>
                                                                       EXHIBIT E

                            ASSIGNMENT AND ASSUMPTION

         This Assignment and Assumption (this "Assignment and Assumption") is
dated as of the Effective Date set forth below and is entered into by and
between [INSERT NAME OF ASSIGNOR] (the "Assignor") and [INSERT NAME OF ASSIGNEE]
(the "Assignee"). Capitalized terms used but not defined herein shall have the
meanings given to them in the Credit Agreement identified below (the "Credit
Agreement"), receipt of a copy of which is hereby acknowledged by the Assignee.
The Standard Terms and Conditions set forth in Annex 1 attached hereto are
hereby agreed to and incorporated herein by reference and made a part of this
Assignment and Assumption as if set forth herein in full.

         For an agreed consideration, the Assignor hereby irrevocably sells and
assigns to the Assignee, and the Assignee hereby irrevocably purchases and
assumes from the Assignor, subject to and in accordance with the Standard Terms
and Conditions and the Credit Agreement, as of the Effective Date inserted by
the Administrative Agent as contemplated below (i) all of the Assignor's rights
and obligations as a Lender under the Credit Agreement and any other documents
or instruments delivered pursuant thereto to the extent related to the amount
and percentage interest identified below of all of such outstanding rights and
obligations of the Assignor under the respective facilities identified below
(including, without limitation Letters of Credit and Swing Line Loans included
in such facilities) and (ii) to the extent permitted to be assigned under
applicable law, all claims, suits, causes of action and any other right of the
Assignor (in its capacity as a Lender) against any Person, whether known or
unknown, arising under or in connection with the Credit Agreement, any other
documents or instruments delivered pursuant thereto or the loan transactions
governed thereby or in any way based on or related to any of the foregoing,
including, but not limited to, contract claims, tort claims, malpractice claims,
statutory claims and all other claims at law or in equity related to the rights
and obligations sold and assigned pursuant to clause (i) above (the rights and
obligations sold and assigned pursuant to clauses (i) and (ii) above being
referred to herein collectively as, the "Assigned Interest"). Such sale and
assignment is without recourse to the Assignor and, except as expressly provided
in this Assignment and Assumption, without representation or warranty by the
Assignor.

1.       Assignor:         ______________________________

2.       Assignee:         ______________________________ [AND IS AN
                  AFFILIATE/APPROVED FUND OF [IDENTIFY LENDER]]

3.       Borrower(s):      ______________________________

4.       Administrative Agent: ______________________, as the administrative
                               agent under the Credit Agreement

5.       Credit Agreement:         The Three-Year Credit Agreement, dated as of
                                   August 2, 2002, among Hillenbrand Industries,
                                   Inc., an Indiana corporation, the Lenders
                                   parties thereto, Bank of America, N.A., as
                                   Administrative Agent, Swing Line Lender,
                                   Alternative Rate Lender and L/C Issuer,
                                   Citicorp USA, Inc., as Syndication Agent and
                                   Bank One, NA, LaSalle Bank National
                                   Association and UBS AG, Stamford Branch, as
                                   Documentation Agents.

                                      E-1
                        Form of Assignment and Assumption
<PAGE>
6.       Assigned Interest:(3)

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
           Aggregate                                           Percentage
           Amount of                    Amount of              Assigned of
        Commitment/Loans             Commitment/Loans       Commitment/Loans(4)
        for all Lenders*                Assigned*
--------------------------------------------------------------------------------
<S>                                <C>                      <C>
       $________________            $________________          ______________%
--------------------------------------------------------------------------------
       $________________            $________________          ______________%
--------------------------------------------------------------------------------
       $________________            $________________          ______________%
--------------------------------------------------------------------------------
</TABLE>

[7.      Trade Date:       __________________] (5)

Effective Date:  __________________,  20__ [TO BE INSERTED BY ADMINISTRATIVE
AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE
REGISTER THEREFOR.]

         The terms set forth in this Assignment and Assumption are hereby agreed
to:

                                              ASSIGNOR
                                              [NAME OF ASSIGNOR]

                                               By: _____________________________
                                                   Title:

                                               ASSIGNEE
                                               [NAME OF ASSIGNEE]

                                               By: _____________________________
                                                   Title:

------------------------
     (3) Amount to be adjusted by the counterparties to take into account any
payments or prepayments made between the Trade Date and the Effective Date.
     (4) Set forth, to at least 9 decimals, as a percentage of the
Commitment/Loans of all Lenders.
     (5) To be completed if the Assignor and the Assignee intend that the
minimum assignment amount is to be determined as of the Trade Date.

                                      E-2
                        Form of Assignment and Assumption
<PAGE>
[CONSENTED TO AND](6) Accepted:

BANK OF AMERICA, N.A., as
 Administrative Agent

By: _________________________________
    Title:

[CONSENTED TO:](7)

By: _________________________________
    Title:

------------------------
     (6) To be added only if the consent of the Administrative Agent is
required by the terms of the Credit Agreement.
     (7) To be added only if the consent of the Borrower and/or other parties
(e.g. Swing Line Lender, L/C Issuer) is required by the terms of the Credit
Agreement.

                                      E-3
                        Form of Assignment and Assumption
<PAGE>
                                            ANNEX 1 TO ASSIGNMENT AND ASSUMPTION

                        STANDARD TERMS AND CONDITIONS FOR
                            ASSIGNMENT AND ASSUMPTION

                  1.       Representations and Warranties.

                  1.1.     Assignor. The Assignor (a) represents and warrants
that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the
Assigned Interest is free and clear of any lien, encumbrance or other adverse
claim and (iii) it has full power and authority, and has taken all action
necessary, to execute and deliver this Assignment and Assumption and to
consummate the transactions contemplated hereby; and (b) assumes no
responsibility with respect to (i) any statements, warranties or representations
made in or in connection with the Credit Agreement or any other Loan Document,
(ii) the execution, legality, validity, enforceability, genuineness, sufficiency
or value of the Loan Documents or any collateral thereunder, (iii) the financial
condition of the Borrower, any of its Subsidiaries or Affiliates or any other
Person obligated in respect of any Loan Document or (iv) the performance or
observance by the Borrower, any of its Subsidiaries or Affiliates or any other
Person of any of their respective obligations under any Loan Document.

                  1.2.     Assignee. The Assignee (a) represents and warrants
that (i) it has full power and authority, and has taken all action necessary, to
execute and deliver this Assignment and Assumption and to consummate the
transactions contemplated hereby and to become a Lender under the Credit
Agreement, (ii) it meets all requirements of an Eligible Assignee under the
Credit Agreement (subject to receipt of such consents as may be required under
the Credit Agreement), (iii) from and after the Effective Date, it shall be
bound by the provisions of the Credit Agreement as a Lender thereunder and, to
the extent of the Assigned Interest, shall have the obligations of a Lender
thereunder, (iv) it has received a copy of the Credit Agreement, together with
copies of the most recent financial statements delivered pursuant to Section
6.01 thereof, as applicable, 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 Assumption and to purchase the Assigned Interest on the
basis of which it has made such analysis and decision independently and without
reliance on the Administrative Agent or any other Lender, and (v) if it is a
Foreign Lender, attached hereto is any documentation required to be delivered by
it pursuant to the terms of the Credit Agreement, duly completed and executed by
the Assignee; and (b) agrees that (i) it will, independently and without
reliance on the Administrative Agent, the Assignor or any other Lender, and
based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under the Loan Documents, and (ii) it will perform in accordance with their
terms all of the obligations which by the terms of the Loan Documents are
required to be performed by it as a Lender.

                  2.       Payments. From and after the Effective Date, the
Administrative Agent shall make all payments in respect of the Assigned Interest
(including payments of principal, interest, fees and other amounts) to the
Assignee whether such amounts have accrued prior to or on or after the Effective
Date. The Assignor and the Assignee shall make all appropriate adjustments in
payments by the Administrative Agent for periods prior to the Effective Date or
with respect to the making of this assignment directly between themselves.

                  3.       General Provisions. This Assignment and Assumption
shall be binding upon, and inure to the benefit of, the parties hereto and their
respective successors and assigns and upon the Borrower. This Assignment and
Assumption may be executed in any number of counterparts, which

                                      E-4
                        Form of Assignment and Assumption
<PAGE>
together shall constitute one instrument. Delivery of an executed counterpart of
a signature page of this Assignment and Assumption by telecopy shall be
effective as delivery of a manually executed counterpart of this Assignment and
Assumption. This Assignment and Assumption shall be governed by, and construed
in accordance with, the law of the State of New York.

                                      E-5
                        Form of Assignment and Assumption
<PAGE>
                                                                       EXHIBIT F
================================================================================
                                 OPINION MATTERS

         The following opinions should be covered by the legal opinion:

         1.       The Borrower (a) is a corporation duly incorporated, validly
existing and in good standing under the Laws of Indiana, (b) has all requisite
power and authority and all requisite governmental licenses, authorizations,
consents and approvals to (i) own its assets and carry on its business and (ii)
execute, deliver and perform its obligations under the Loan Documents to which
it is a party, and (c) is duly qualified and is licensed and in good standing
under the Laws of each jurisdiction where its ownership, lease or operation of
properties or the conduct of its business requires such qualification or
license; except in each case referred to in subsection (b)(i) or (c), to the
extent the failure to do so could not be reasonably expected to have a Material
Adverse Effect.

         2.       The execution, delivery and performance by the Borrower of
each Loan Document to which it is party, have been duly authorized by all
necessary corporate action, and do not and will not (a) contravene the terms of
any of the Borrower's Organization Documents; (b) to the best of our knowledge
after due investigation, conflict with or result in any breach or contravention
of, or the creation of any Lien under, (i) any Contractual Obligation to which
the Borrower is a party, except to the extent that such breach, contravention or
creation of any such Lien could not reasonably be expected to have a Material
Adverse Effect or (ii) any order, injunction, writ or decree of any Governmental
Authority or any arbitral award to which the Borrower or its property is
subject; or (c) violate any material Law.

         3.       No approval, consent, exemption, authorization, or other
action by, or notice to, or filing with, any Governmental Authority or any other
Person is necessary or required in connection with the execution, delivery or
performance by, or enforcement against, the Borrower of the Credit Agreement or
any other Loan Document.

         4.       The Credit Agreement has been, and each other Loan Document to
which the Borrower is a party, when delivered, will have been, duly executed and
delivered by the Borrower. The Credit Agreement constitutes, and each other Loan
Document when so delivered will constitute, a legal, valid and binding
obligation of the Borrower, enforceable* against the Borrower in accordance with
its terms.

         5.       Except for litigation disclosed in the 10-K or the 10-Q, there
are no actions, suits, proceedings, claims or disputes pending or, to our
knowledge after due investigation, threatened or contemplated, at law, in
equity, in arbitration or before any Governmental Authority, by or against the
Borrower or any of its Subsidiaries or against any of their properties or
revenues that (a) purport to affect or pertain to the Credit Agreement or any
other Loan Document, or any of the transactions contemplated thereby, or (b)
either individually or in the aggregate, if determined adversely, could
reasonably be expected to have a Material Adverse Effect.

         6.       None of the Borrower, any Person Controlling the Borrower, or
any Subsidiary (i) is a "holding company," or a "subsidiary company" of a
"holding company," or an "affiliate" of a "holding company" or of a "subsidiary
company" of a "holding company," within the meaning of the Public Utility
Holding Company Act of 1935, or (ii) is or is required to be registered as an
"investment company" under the Investment Company Act of 1940.

* under New York law

                                      F-1
                                 Opinion Matters

<PAGE>

                                                                       EXHIBIT G

                                     JOINDER

         This Joinder (this "Joinder") is dated as of the Effective Date set
forth below and is entered into by [Insert name of New Lender] (the "New
Lender"). Capitalized terms used but not defined herein shall have the meanings
given to them in the Three-Year Credit Agreement, dated as of August 2, 2002 (as
amended, restated, extended, supplemented or otherwise modified in writing from
time to time, the "Credit Agreement"), among Hillenbrand Industries, Inc., an
Indiana corporation (the "Borrower"), the Lenders from time to time party
thereto, Bank of America, N.A., as Administrative Agent, Swing Line Lender,
Alternative Rate Lender and L/C Issuer, Citicorp USA, Inc., as Syndication Agent
and Bank One, NA, LaSalle Bank National Association and UBS AG, Stamford Branch,
as Documentation Agents.

                  The New Lender (a) hereby agrees to become a Lender under the
Credit Agreement with a Commitment set forth in Annex 1 hereto; (b) hereby
agrees to be bound by the provisions of the Credit Agreement applicable to
Lenders; (c) shall be entitled to the benefits of the provisions of the Credit
Agreement and the other Loan Documents insofar as such provisions relate to
Lenders and Loans and shall have the obligations of a Lender thereunder; (d)
appoints and authorizes the Administrative Agent to take such action as agent on
its behalf and to exercise such powers and discretion under the Credit
Agreement, the other Loan Documents or any other instrument or document
furnished pursuant hereto or thereto as are delegated to the Administrative
Agent by the terms thereof, together with such powers as are incidental thereto;
(e) represents and warrants that (i) it has full power and authority, and has
taken all action necessary, to execute and deliver this Joinder and to
consummate the transactions contemplated hereby and to become a Lender under the
Credit Agreement, (ii) it meets all requirements of an Eligible Assignee under
the Credit Agreement (subject to receipt of such consents as may be required
under the Credit Agreement), (iii) it has received a copy of the Credit
Agreement, together with copies of the most recent financial statements
delivered pursuant to Section 6.01 thereof, as applicable, and such other
documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into this Joinder and to make its Commitment on
the basis of which it has made such analysis and decision independently and
without reliance on the Administrative Agent or any other Lender, and (v) if it
is a Foreign Lender, attached hereto is any documentation required to be
delivered by it pursuant to the terms of the Credit Agreement, duly completed
and executed by the New Lender; and (f) agrees that (i) it will, independently
and without reliance on the Administrative 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
the Loan Documents, and (ii) it will perform in accordance with their terms all
of the obligations which by the terms of the Loan Documents are required to be
performed by it as a Lender.

                  The provisions of Sections 10.08, 10.16 and 10.17 of the
Credit Agreement are by this reference incorporated herein mutatis mutandis and
applied to the New Lender.

                  This Joinder shall be binding upon, and inure to the benefit
of, the parties hereto and their respective successors and assigns and upon the
Borrower. This Joinder may be executed in any number of counterparts, which
together shall constitute one instrument. Delivery of an executed counterpart of
a signature page of this Joinder by telecopy shall be effective as delivery of a
manually executed counterpart of this Joinder. This Joinder shall be governed
by, and construed in accordance with, the law of the State of New York.

Effective Date: __________________, 20__

         The terms set forth in this Joinder are hereby agreed to:


                                      G-1
<PAGE>
                                              NEW LENDER
                                              [NAME OF NEW LENDER]

                                              By: ______________________________
                                                  Title:

[CONSENTED TO AND](8) Accepted:

BANK OF AMERICA, N.A., as
  Administrative Agent

By: _________________________________
    Title:

[CONSENTED TO:](9)

By: _________________________________
    Title:



-----------------------
        (8)  To be added only if the consent of the Administrative Agent is
required by the terms of the Credit Agreement.
        (9)  To be added only if the consent of the Borrower and/or other
parties (e.g.  Swing Line Lender,  L/C Issuer) is required by the terms of the
Credit Agreement.


                                      G-2
<PAGE>
                                                              ANNEX 1 TO JOINDER

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------
         Aggregate                                              Percentage
         Amount of                     Amount of                    of
     Commitment/Loans              Commitment/Loans         Commitment/Loans(10)
     for all Lenders*               of New Lender*             of New Lender
     ----------------               --------------             -------------
----------------------------------------------------------------------------------------
<S>                                <C>                      <C>
     $_______________              $________________        ___________________%
----------------------------------------------------------------------------------------
</TABLE>

-----------------------
(10) Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans
of all Lenders.


                                      G-3


</TEXT>
</DOCUMENT>
