LABORATORY CORP OF AMERICA HOLDINGS
364-DAY CREDIT AGREEMENT
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<DESCRIPTION>364-DAY CREDIT AGREEMENT
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EXECUTION COPY







$100,000,000

364-DAY CREDIT AGREEMENT

dated as of February 20, 2002,


among


LABORATORY CORPORATION OF AMERICA HOLDINGS,


THE LENDERS NAMED HEREIN


and


CREDIT SUISSE FIRST BOSTON,


as Administrative Agent


______________________


CREDIT SUISSE FIRST BOSTON,
as Sole Bookrunner and
Sole Lead Arranger


BANK OF AMERICA, N.A.,
DEUTSCHE BANC ALEX. BROWN,
UBS WARBURG LLC AND
WACHOVIA SECURITIES,
as Co-Syndication Agents





TABLE OF CONTENTS
Page


ARTICLE I
Definitions
SECTION 1.01.  Defined Terms.                           1
SECTION 1.02.  Terms Generally.                        11
SECTION 1.03. Classification of Loans and Borrowings.  12


ARTICLE II
The Credits
SECTION 2.01. Commitments.                             12
SECTION 2.02. Loans.                                   12
SECTION 2.03. Competitive Bid Procedure.               13
SECTION 2.04. Borrowing Procedure.                     15
SECTION 2.05. Evidence of Debt; Repayment of Loans.    15
SECTION 2.06.  Fees.                                   16
SECTION 2.07. Interest on Loans.                       16
SECTION 2.08. Default Interest.                        17
SECTION 2.09. Alternate Rate of Interest.              17
SECTION 2.10. Termination and Reduction of Commitments 17
SECTION 2.11. Conversion and Continuation of
                  Borrowings                           18
SECTION 2.12. Optional Prepayment.                     19
SECTION 2.13. Reserve Requirements; Change in
                  Circumstances                        19
SECTION 2.14. Change in Legality.                      20
SECTION 2.15. Break Funding.                           20
SECTION 2.16. Pro Rata Treatment.                      21
SECTION 2.17. Sharing of Setoffs.                      21
SECTION 2.18. Payments.                                22
SECTION 2.19. Taxes.                                   22
SECTION 2.20. Assignment of Commitments Under Certain
                  Circumstances; Duty to Mitigate.     23


ARTICLE III
Representations and Warranties
SECTION 3.01. Organization; Powers.                    24
SECTION 3.02.  Authorization.                          24
SECTION 3.03. Enforceability.                          25
SECTION 3.04. Governmental Approvals.                  25
SECTION 3.05. Financial Statements.                    25
SECTION 3.06. No Material Adverse Change.              25
SECTION 3.07. Subsidiaries.                            25
SECTION 3.08. Litigation; Compliance with Laws.        25
SECTION 3.09. Federal Reserve Regulations.             25
SECTION 3.10. Investment Company Act; Public Utility
                  Holding Company Act.                 26
SECTION 3.11. Use of Proceeds.                         26
SECTION 3.12. Tax Returns.                             26
SECTION 3.13. No Material Misstatements.               26
SECTION 3.14. Employee Benefit Plans.                  26
SECTION 3.15. Environmental Matters.                   26
SECTION 3.16.  Senior Indebtedness.                    26


ARTICLE IV
Conditions of Lending
SECTION 4.01. All Borrowings.                          26
SECTION 4.02. Closing Date.                            27


ARTICLE V
Affirmative Covenants
SECTION 5.01. Existence; Businesses and Properties.    28
SECTION 5.02. Insurance.                               28
SECTION 5.03. Obligations and Taxes.                   28
SECTION 5.04. Financial Statements, Reports, etc.      28
SECTION 5.05. Litigation and Other Notices.            29
SECTION 5.06. Maintaining Records; Access to
                  Properties and Inspections.          29
SECTION 5.07. Use of Proceeds.                         30


ARTICLE VI
Negative Covenants
SECTION 6.01. Subsidiary Indebtedness.                 30
SECTION 6.02. Liens.                                   31
SECTION 6.03. Sale and Lease-Back Transactions.        32
SECTION 6.04. Mergers, Consolidations and Sales
                 of Assets.                            32
SECTION 6.05. Restricted Payments.                     32
SECTION 6.06. Business of Borrower and Subsidiaries.   32
SECTION 6.07. Interest Coverage Ratio.                 32
SECTION 6.08. Maximum Leverage Ratio.                  33
SECTION 6.09. Hedging Agreements                       33


ARTICLE VII
Events of Default


ARTICLE VIIIThe Administrative Agent


ARTICLE IXMiscellaneous
SECTION 9.01. Notices.                                 36
SECTION 9.02. Survival of Agreement.                   36
SECTION 9.03. Binding Effect.                          37
SECTION 9.04. Successors and Assigns.                  37
SECTION 9.05. Expenses; Indemnity.                     39
SECTION 9.06. Right of Setoff.                         40
SECTION 9.07. Applicable Law.                          40
SECTION 9.08. Waivers; Amendment.                      40
SECTION 9.09. Interest Rate Limitation.                41
SECTION 9.10. Entire Agreement.                        41
SECTION 9.11.  WAIVER OF JURY TRIAL.                   41
SECTION 9.12. Severability.                            42
SECTION 9.13. Counterparts.                            42
SECTION 9.14. Headings.                                42
SECTION 9.15. Jurisdiction; Consent to Service
                  of Process.                          42
SECTION 9.16. Confidentiality.                         42
SECTION 9.17. Termination of Existing Credit Agreement 43



Schedule 2.01	Lenders and Commitments
Schedule 3.07	Subsidiaries


Exhibit A	Form of Administrative Questionnaire
Exhibit B	Form of Assignment and Acceptance
Exhibit C	Form of Borrowing Request
Exhibit D-1	Form of Competitive Bid Request
Exhibit D-2	Form of Notice of Competitive Bid Request
Exhibit D-3	Form of Competitive Bid
Exhibit D-4	Form of Competitive Bid Accept/Reject Letter
Exhibit E-1	Form of Opinion of Chief Legal Counsel of the
Borrower
Exhibit E-2	Form of Opinion of Davis Polk & Wardwell



CREDIT AGREEMENT dated as
of February 20, 2002, among
LABORATORY CORPORATION OF
AMERICA HOLDINGS, a Delaware
corporation (the "Borrower"), the Lenders
(as defined in Article I), and CREDIT
SUISSE FIRST BOSTON, a bank
organized under the laws of Switzerland,
acting through its New York branch, as
administrative agent (in such capacity, the
"Administrative Agent") for the Lenders.

The Borrower has requested the Lenders to extend credit in
the form of Revolving Loans (such term and each other
capitalized term used but not defined herein having the
meaning given it in Article I) at any time and from time to
time prior to the Maturity Date, in an aggregate principal
amount at any time outstanding not in excess of
$100,000,000.  The Borrower has also requested the Lenders
to provide a procedure pursuant to which the Borrower may
invite the Lenders to bid on an uncommitted basis
on short-term borrowings by the Borrower.  The proceeds of
the Loans are to be used solely for general corporate
purposes of the Borrower and its Subsidiaries, including
(a) working capital, (b) capital expenditures, (c) the
funding of share repurchases and other Restricted Payments
permitted hereunder, (d) acquisitions and (e) the repayment
of all amounts outstanding or due under the Existing Credit
Agreement.

The Lenders are willing to extend such credit to the
Borrower on the terms and subject to the conditions set
forth herein.  Accordingly, the parties hereto agree as
follows:


ARTICLE I

Definitions

SECTION 1.01. Defined Terms.   As used in this Agreement,
the following terms shall have the meanings specified
below:

"ABR", when used in reference to any Loan or Borrowing,
refers to whether such Loan, or the Loans comprising such
Borrowing, are bearing interest at a rate determined by
reference to the Alternate Base Rate.

"Administrative Agent Fees" shall have the meaning assigned
to such term in Section 2.06(b).

"Administrative Questionnaire" shall mean an Administrative
Questionnaire in the form of Exhibit A, or such other form
as may be supplied from time to time by the Administrative
Agent.

"Affiliate" shall mean, when used with respect to a
specified 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.

"Aggregate Revolving Credit Exposure" shall mean the
aggregate amount of the Lenders' Revolving Credit
Exposures.

"Alternate Base Rate" shall mean, for any day, a rate per
annum equal to the greater of (a) the Prime Rate in effect
on such day and (b) the Federal Funds Effective Rate in
effect on such day plus 1/2 of 1%.  Any change in the
Alternate Base Rate due to a change in the Prime Rate or
the Federal Funds Effective Rate shall be effective on the
effective date of such change in the Prime Rate or the
Federal Funds Effective Rate, respectively.

"Applicable Percentage" shall mean, for any day, with
respect to any Eurodollar Loan (other than any Eurodollar
Competitive Loan) or ABR Loan, or with respect to the
Facility Fees, as the case may be, the applicable
percentage set forth below under the caption "Eurodollar
Spread", "ABR Spread" or "Facility Fee Percentage", as the
case may be, based upon the rating by S&P applicable on
such date to the Index Debt:


                 Eurodollar                    Facility Fee
S&P Rating        Spread         ABR Spread     Percentage
-----------     -----------      ----------   -------------
Category 1
Equal to or        0.545%           0.00%         0.080%
Greater than A-

Category 2
BBB+               0.650%           0.00%         0.100%

Category 3
BBB                0.875%           0.00%         0.125%

Category 4
BBB-               1.200%           0.200%        0.175%

Category 5
Less than
 BBB-              1.525%           0.525%        0.225%


For purposes of the foregoing, (i) if S&P shall not have in
effect a rating for the Index Debt (other than by reason of
the circumstances referred to in the last sentence of this
definition), then S&P shall be deemed to have established a
rating in Category 5; and (ii) if the rating established or
deemed to have been established by S&P for the Index Debt
shall be changed (other than as a result of a change in the
rating system of S&P), such change shall be effective as of
the date on which it is first announced by S&P.  Each
change in the Applicable Percentage shall apply during the
period commencing on the effective date of such change and
ending on the date immediately preceding the effective date
of the next such change.  If the rating system of S&P shall
change, or if S&P shall cease to be in the business of
rating corporate debt obligations, the Borrower and the
Lenders shall negotiate in good faith to amend this
definition to reflect such changed rating system or the
non-availability of a rating from S&P and, pending the
effectiveness of any such amendment, the Applicable
Percentage shall be determined by reference to the rating
most recently in effect prior to such change or cessation.

"Assignment and Acceptance" shall mean an assignment and
acceptance entered into by a Lender and an assignee (with
the consent of any party whose consent is required by
Section 9.04), and accepted by the Administrative Agent, in
the form of Exhibit B or such other form as shall
be approved by the Administrative Agent.

"Board" shall mean the Board of Governors of the Federal
Reserve System of the United States of America.

"Borrowing" shall mean (a) Loans of the same Type made,
converted or continued on the same date and, in the case of
Eurodollar Loans, as to which a single Interest Period is
in effect or (b) a Borrowing described in the definition of
the term "Competitive Borrowing".

"Borrowing Request" shall mean a request by the Borrower in
accordance with the terms of Section 2.04.

"Business Day" shall mean any day other than a Saturday,
Sunday or day on which banks in New York City are
authorized or required by law to close; provided, however,
that when used in connection with a Eurodollar
Loan, the term "Business Day" shall also exclude any day on
which banks are not open for dealings in dollar deposits in
the London interbank market.


"Capital Lease Obligations" of any person shall mean the
obligations of such person to pay rent or other amounts
under any lease of (or other arrangement conveying the
right to use) real or personal property, or a combination
thereof, which obligations are required to be classified
and accounted for as capital leases on a balance sheet of
such person under GAAP, and the amount of such obligations
shall be the capitalized amount thereof determined in
accordance with GAAP.

A "Change in Control" shall be deemed to have occurred if
(a) any person or group (within the meaning of Rule 13d-5
of the Securities Exchange Act of 1934 as in effect on the
date hereof) shall own directly or indirectly, beneficially
or of record, shares representing more than 40% of
the aggregate ordinary voting power represented by the
issued and outstanding capital stock of the Borrower or (b)
a majority of the seats (other than vacant seats) on the
board of directors of the Borrower shall at any time
be occupied by persons who were neither (i) nominated by
the board of directors of the Borrower, nor (ii) appointed
by directors so nominated.

"Change in Law" shall mean (a) the adoption of any law,
rule or regulation after the date of this Agreement, (b)
any change in any law, rule or regulation or in the
interpretation or application thereof by any
Governmental Authority after the date of this Agreement or
(c) compliance by any Lender (or, for purposes of Section
2.13, by any lending office of such Lender or by such
Lender's holding company, if any) with any request,
guideline or directive (whether or not having the force of
law) of any Governmental Authority made or issued after the
date of this Agreement.

"Closing Date" shall mean February 20, 2002.

"Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time.

"Commitment" shall mean, with respect to each Lender, the
commitment of such Lender to make Loans hereunder as set
forth on Schedule 2.01, or in the Assignment and Acceptance
pursuant to which such Lender assumed its Commitment, as
applicable, as the same may be (a) reduced from time to
time pursuant to Section 2.10 and (b) reduced or
increased from time to time pursuant to assignments by or
to such Lender pursuant to Section 9.04.

"Competitive Bid" shall mean an offer by a Lender to make a
Competitive Loan pursuant to Section 2.03(b) in the form of
Exhibit D-3.

"Competitive Bid Accept/Reject Letter" shall mean a
notification made by the Borrower pursuant to Section
2.03(d) in the form of Exhibit D-4.

"Competitive Bid Rate" shall mean, as to any Competitive
Bid, (i) in the case of a Eurodollar Loan, the Margin, and
(ii) in the case of a Fixed Rate Loan, the fixed rate of
interest offered by the Lender making such Competitive Bid.

"Competitive Bid Request" shall mean a request made by the
Borrower pursuant to Section 2.03(a).

"Competitive Borrowing" shall mean a Borrowing consisting
of a Competitive Loan or concurrent Competitive Loans from
the Lender or Lenders whose Competitive Bids for such
Borrowing have been accepted by the Borrower under the
bidding procedure described in Section 2.03.

"Competitive Loan" shall mean a Loan from a Lender to the
Borrower pursuant to the bidding procedure described in
Section 2.03.  Each Competitive Loan shall be a Eurodollar
Competitive Loan or a Fixed Rate Loan.

"Confidential Information Memorandum" shall mean the
Confidential Information Memorandum of the Borrower dated
January 2002.

"Consolidated EBITDA" shall mean, for any period,
Consolidated Net Income for such period plus (a) without
duplication and to the extent deducted in determining such
Consolidated Net Income, the sum of (i) consolidated
interest expense net of interest income for such period,
(ii) consolidated income tax expense for such period, (iii)
all amounts attributable to depreciation and amortization
for such period and (iv) any extraordinary charges and all
non-cash write-offs and write-downs of amortizable and
depreciable items for such period, and minus (b) without
duplication, to the extent included in determining such
Consolidated Net Income, any extraordinary gains and all
non-cash items of income for such period, all determined on
a consolidated basis in accordance with GAAP.

"Consolidated Interest Expense" shall mean, for any period,
the interest expense (including (a)  imputed interest
expense in respect of Capital Lease Obligations and (b) the
amortization of original issue discount in connection with
the Subordinated Notes and other Indebtedness issued with
original issue discount) of the Borrower and the
Subsidiaries for such period, net of interest income, in
each case  determined on a consolidated basis in accordance
with GAAP. For purposes of the foregoing, interest expense
shall be determined after giving effect to any net payments
made or received by the Borrower or any Subsidiary with
respect to interest rate Hedging Agreements.

"Consolidated Net Income" shall mean, for any period, the
net income or loss of the Borrower and the Subsidiaries for
such period determined on a consolidated basis in ccordance
with GAAP.

"Control" shall mean 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 ownership of voting securities, by contract or
otherwise, and the terms "Controlling" and "Controlled"
shall have meanings correlative thereto.

"Default" shall mean any event or condition which upon
notice, lapse of time or both would constitute an Event of
Default.

"dollars" or "$" shall mean lawful money of the United
States of America.

"Environmental Laws" shall mean all laws, rules,
regulations, codes, ordinances, orders, decrees, judgments
or  injunctions issued, promulgated or entered into by any
Governmental Authority, relating to the environment, the
preservation or reclamation of natural resources, the
management or release of Hazardous Materials or to the
effect of the environment on human health and safety.

"Environmental Liability" shall mean liabilities,
obligations, claims, actions, suits, judgments or orders
under or relating to any Environmental Law for any damages,
injunctive relief, losses, fines, penalties, fees,
expenses (including fees and expenses of attorneys and
consultants) or costs, whether contingent or otherwise,
including those arising from or relating to (a) any action
to address the on- or off-site presence, release of, or
exposure to, Hazardous Materials, (b) permitting and
licensing, governmental administrative oversight and
financial assurance requirements, (c) any personal injury
(including death), any property damage (real or personal)
or natural resource damage and (d) the violation of any
Environmental Law.

"Equity Interests" shall mean shares of capital stock,
partnership interests, membership interests in a limited
liability company, beneficial interests in a trust or other
equity interests in any person, or any obligations
convertible into or exchangeable for, or giving any person
a right, option or warrant to acquire such equity interests
or such convertible or exchangeable obligations; provided
that the Subordinated Notes are deemed not to constitute
Equity Interests of the Borrower.

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


"ERISA Affiliate" shall mean any trade or business (whether
or not incorporated) that, together with the Borrower, is
treated as a single employer under Section 414(b) or (c) of
the Code, or solely for purposes of Section 302 of ERISA
and Section 412 of the Code, is treated as a single
employer under Section 414 of the Code.

"ERISA Event" shall mean (a) any "reportable event", as
defined in Section 4043 of ERISA or the regulations issued
thereunder, with respect to a Plan (other than an event for
which the 30-day notice period is waived); (b) the
existence with respect to any Plan of an "accumulated
funding deficiency" (as defined in Section 412 of the Code
or Section 302 of ERISA), whether or not waived; (c) the
filing pursuant to Section 412(d) of the Code or Section
303(d) of ERISA of an application for a waiver of the
minimum funding standard with respect to any Plan; (d) the
incurrence by the Borrower or any of its ERISA Affiliates
of any liability under Title IV of ERISA with respect to
the termination of any Plan or the withdrawal or
partial withdrawal of the Borrower or any of its ERISA
Affiliates from any Plan or Multiemployer Plan; (e) the
receipt by the Borrower or any of its ERISA Affiliates from
the PBGC or a plan administrator of any notice relating to
the intention to terminate any Plan or Plans or to appoint
a trustee to administer any Plan; (f) the adoption of any
amendment to a Plan that would require the provision of
security pursuant to Section 401(a)(29) of the
Code or Section 307 of ERISA; (g) the receipt by the
Borrower or any of its ERISA Affiliates of any notice, or
the receipt by any Multiemployer Plan from the Borrower or
any of its ERISA Affiliates of any notice, concerning
the imposition of Withdrawal Liability or a determination
that a Multiemployer Plan is, or is expected to be,
insolvent or in reorganization, within the meaning of Title
IV of ERISA; or (h) the occurrence of a "prohibited
transaction" with respect to which the Borrower or any of
the Subsidiaries is a "disqualified person" (within the
meaning of Section 4975 of the Code) or with respect to
which the Borrower or any such Subsidiary could otherwise
be liable.

"Eurodollar", when used in reference to any Loan or
Borrowing, refers to whether such Loan, or the Loans
comprising such Borrowing, are bearing interest at a rate
determined by reference to the LIBO Rate.

"Event of Default" shall have the meaning assigned to such
term in Article VII.

"Excluded Taxes" shall mean, with respect to the
Administrative Agent, any Lender or any other recipient of
any payment to be made by or on account of any obligation
of the Borrower hereunder, (a) income, franchise or similar
taxes imposed on (or measured by) its net income by the
United States of America, the jurisdiction under the laws
of which such recipient is organized or in which its
principal office is located (or, in the case of any Lender,
in which its applicable lending office is located), or, in
the case of a jurisdiction that imposes taxes on the basis
of management or control or other concept or principle of
residence, the jurisdiction in which such recipient is so
resident, (b) Taxes imposed by reason of any present or
former connection between such person and the jurisdiction
imposing such Taxes, other than solely as a result of the
execution and delivery of this Agreement, the making of any
Loans hereunder or the performance of any action provided
for hereunder, (c) any branch profits taxes imposed by the
United States of America or any similar tax imposed by any
other jurisdiction in which the Borrower is located and (d)
in the case of a Foreign Lender (other than as an assignee
pursuant to a request by the Borrower under Section
2.20(a)), any withholding tax that (i) is imposed on
amounts payable to such Foreign Lender at the time such
Foreign Lender becomes a party to this Agreement (or
designates a new lending office), except to the
extent that such Foreign Lender (or its assignor, if any)
was entitled, at the time of designation of a new lending
office (or assignment), to receive additional amounts from
the Borrower with respect to such withholding tax pursuant
to Section 2.19(a) or (ii) is attributable to such Foreign
Lender's failure to comply with Section 2.19(e).

"Existing Credit Agreement" shall mean the Amended and
Restated Credit Agreement dated as of March 31, 1997, as
amended, among the Borrower, the lenders from time to time
party thereto, and Credit Suisse First Boston, as
administrative agent.

"Facility Fee" shall have the meaning assigned to such term
in Section 2.06(a).


"Federal Funds Effective Rate" shall mean, for any day, the
weighted average (rounded upwards, if necessary, to the
next 1/100 of 1%) of the rates on overnight Federal funds
transactions with members of the Federal Reserve System
arranged by Federal funds brokers, as published on
the next succeeding Business Day by the Federal Reserve
Bank of New York, or, if such rate is not so published for
any day that is a Business Day, the average (rounded
upwards, if necessary, to the next 1/100 of 1%)
of the quotations for the day for such transactions
received by the Administrative Agent from three Federal
funds brokers of recognized standing selected by it.

"Fees" shall mean the Facility Fees and the Administrative
Agent Fees.

"Financial Officer" of any person shall mean the chief
financial officer, principal accounting officer, Treasurer
or Controller of such person.

"Fixed Rate Borrowing" shall mean a Borrowing comprised of
Fixed Rate Loans.

"Fixed Rate Loan" shall mean any Competitive Loan bearing
interest at a fixed percentage rate per annum (expressed in
the form of a decimal to no more than four decimal places)
specified by the Lender making such Loan in its Competitive
Bid.

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

"GAAP" shall mean generally accepted accounting principles
applied on a consistent basis.

"Governmental Authority" shall mean any Federal, state,
local or foreign court or governmental agency, authority,
instrumentality or regulatory body.

"Granting Lender" shall have the meaning assigned to such
term in Section 9.04(i).

"Guarantee" of or by any person (the "guarantor") shall
mean any obligation, contingent or otherwise, of such
person guaranteeing or having the economic effect of
guaranteeing any Indebtedness of any other person
(the "primary obligor") in any manner, whether directly or
indirectly, and including any obligation of the guarantor,
direct or indirect, (a) to purchase or pay (or advance or
supply funds for the purchase or payment of) such
Indebtedness or to purchase (or to advance or supply funds
for the purchase of) any security for the payment of such
Indebtedness, (b) to purchase or lease property, securities
or services for the purpose of assuring the owner of such
Indebtedness of the payment of such Indebtedness or other
obligation, (c) to maintain working capital, equity capital
or any other financial statement condition or liquidity of
the primary obligor so as to enable the primary obligor to
pay such Indebtedness or (d) as an account party in respect
of any letter of credit or letter of guaranty issued to
support such Indebtedness; provided, however, that the term
"Guarantee" shall not include endorsements for collection
or deposit in the ordinary course of business.

"Hazardous Materials" shall mean (a) petroleum products and
byproducts, asbestos, urea formaldehyde foam insulation,
polychlorinated biphenyls, radon gas, chlorofluorocarbons
and all other ozone-depleting substances and (b) any
chemical, material, substance, waste, pollutant or
contaminant that is prohibited, limited or regulated by or
pursuant to any Environmental Law.

"Hedging Agreement" shall mean any interest rate protection
agreement, foreign currency exchange agreement, commodity
price protection agreement or other interest or currency
exchange rate or commodity price hedging arrangement.


"Indebtedness" of any person shall mean, without
duplication, (a) all obligations of such person for
borrowed money, (b) all obligations of such person
evidenced by bonds, debentures, notes or similar
instruments, (c) all obligations of such person under
conditional sale or other title retention agreements
relating to property or assets purchased by such person,
(d) all obligations of such person issued or assumed as the
deferred purchase price of property or services (excluding
trade accounts payable and accrued obligations incurred in
the ordinary course of business), (e) all Indebtedness
of others secured by (or for which the holder of such
Indebtedness has an existing right, contingent or
otherwise, to be secured by) any Lien on property owned or
acquired by such person, whether or not the obligations
secured thereby have been assumed, (f) all Guarantees by
such person of Indebtedness of others, (g) all Capital
Lease Obligations of such person, (h) all obligations,
contingent or otherwise, of such person as an account
party in respect of letters of credit and letters of
guaranty, (i) all obligations, contingent or otherwise, of
such person in respect of bankers' acceptances and (j) all
obligations of such person to make contingent cash payments
in respect of any acquisition, to the extent such
obligations are or are required to be shown as liabilities
on the balance sheet of such person in accordance with
GAAP.  The Indebtedness of any person shall include the
Indebtedness of any other entity (including any partnership
in which such person is a general partner) to the extent
such person is liable therefor as a result of such person's
ownership interest in or other relationship with such
entity, except to the extent the terms of such Indebtedness
provide that such person is not liable therefor.

"Indemnified Taxes" shall mean Taxes other than Excluded
Taxes.

"Index Debt" shall mean the senior, unsecured, non-credit
enhanced, long-term indebtedness for borrowed money of the
Borrower.

"Interest Coverage Ratio" shall mean, for any period, the
ratio of (a) Consolidated EBITDA for such period to (b)
Consolidated Interest Expense for such period.

"Interest Payment Date" shall mean (a) with respect to any
ABR Loan, the last Business Day of each March, June,
September and December and (b) with respect to any
Eurodollar Loan or Fixed Rate Borrowing, the last day of
the Interest Period applicable to the Borrowing of which
such Loan is a part or such Fixed Rate Borrowing, as the
case may be, and, in the case of a Eurodollar Borrowing
with an Interest Period of more than three months' duration
or a Fixed Rate Borrowing with an Interest Period of more
than 90 days' duration, each day that would have been an
Interest Payment Date had successive Interest Periods of
three months' or 90 days' duration, respectively, been
applicable to such Borrowing.

"Interest Period" shall mean, (a) with respect to any
Eurodollar Borrowing, the period commencing on the date of
such Borrowing and ending on the numerically corresponding
day (or, if there is no numerically corresponding day, on
the last day) in the calendar month that is 1, 2, 3 or
6 months thereafter, as the Borrower may elect, and (b)
with respect to any Fixed Rate Borrowing, the period
commencing on the date of such Borrowing and ending on the
date specified in the Competitive Bids in which the offers
to make the Fixed Rate Loans comprising such Borrowing were
extended, which shall not be earlier than 30 days after the
date of such Borrowing or later than 360 days after the
date of such Borrowing; provided, however, that if any
Interest Period would end on a day other than a Business
Day, such Interest Period shall be extended to the next
succeeding Business Day unless, in the case of a Eurodollar
Borrowing only, such next succeeding Business Day would
fall in the next calendar month, in which case such
Interest Period shall end on the next preceding Business
Day.  Interest shall accrue from and including the first
day of an Interest Period to but excluding the last day of
such Interest Period. For purposes hereof, the date of a
Borrowing initially shall be the date on which such
Borrowing is made and thereafter shall be the effective
date of the most recent conversion or continuation of such
Borrowing.

"Lenders" shall mean (a) the persons listed on Schedule
2.01 (other than any such person that has ceased to be a
party hereto pursuant to an Assignment and Acceptance) (b)
any person that has become a party hereto pursuant to an
Assignment and Acceptance.

"Leverage Ratio" shall mean, for any period, the ratio of
Total Debt on the last day of such  period to Consolidated
EBITDA for such period.

"LIBO Rate" shall mean, with respect to any Eurodollar
Borrowing for any Interest Period, the rate per annum
determined by the Administrative Agent at approximately
11:00 a.m., London time, on the date that is two
Business Days prior to the commencement of such Interest
Period by reference to the British Bankers' Association
Interest Settlement Rates for deposits in dollars (as set
forth by the Bloomberg Information Service or any
successor thereto or any other service selected by the
Administrative Agent which has been nominated by the
British Bankers' Association as an authorized information
vendor for the purpose of displaying such rates) for
a period equal to such Interest Period; provided that, to
the extent that an interest rate is not ascertainable
pursuant to the foregoing provisions of this definition,
the "LIBO Rate" shall be the interest rate per annum
determined by the Administrative Agent to be the average of
the rates per annum at which dollar deposits of $10,000,000
are offered for such relevant Interest Period to major
banks in the London interbank market in London, England
by the Administrative Agent at approximately 11:00 a.m.
(London time) on the date that is two Business Days prior
to the beginning of such Interest Period.

"Lien" shall mean, with respect to any asset, (a) any
mortgage, deed of trust, lien, pledge, encumbrance, charge
or security interest in or on such asset or (b) the
interest of a vendor or a lessor under any conditional
sale agreement, capital lease or title retention agreement
(or any financing lease having substantially the same
economic effect as any of the foregoing) relating to such
asset.

"Loans" shall mean the Revolving Loans and the Competitive
Loans.

"Margin" shall mean, as to any Eurodollar Competitive Loan,
the margin (expressed as a percentage rate per annum in the
form of a decimal to no more than four decimal places) to
be added to or subtracted from the LIBO Rate in order to
determine the interest rate applicable to such Loan,
as specified in the Competitive Bid relating to such Loan.

"Margin Stock" shall have the meaning assigned to such term
in Regulation U.

"Material Adverse Effect" shall mean a materially adverse
effect on the financial condition, results of operations or
business of the Borrower and the Subsidiaries, taken as a
whole.

"Material Indebtedness" shall mean Indebtedness (other than
the Loans), or obligations in respect of one or more
Hedging Agreements, of any one or more of the Borrower and
the Subsidiaries in an aggregate principal amount exceeding
$50,000,000.  For purposes of determining Material
Indebtedness, the "principal amount" of the obligations of
the Borrower or any Subsidiary in respect of any Hedging
Agreement at any time shall be the maximum aggregate amount
(giving effect to any netting agreements) that the Borrower
or such Subsidiary would be required to pay if such Hedging
Agreement were terminated at such time.

"Material Subsidiary" shall mean at any time any
Subsidiary, except Subsidiaries which, if aggregated and
considered as a single Subsidiary, would not meet the
definition of a "significant subsidiary" contained as of
the date hereof in Regulation S-X of the Securities and
Exchange Commission.

"Maturity Date" shall mean February 19, 2003.

"Moody's" shall mean Moody's Investors Service, Inc.

"Multiemployer Plan" shall mean a multiemployer plan as
defined in Section 4001(a)(3) of ERISA.

"Other Taxes" shall mean any and all present or future
stamp or documentary taxes or any other excise or property
taxes, charges or similar levies arising from any payment
made under this Agreement or from the execution, delivery
or enforcement of, or otherwise with respect to, this
Agreement.

"PBGC" shall mean the Pension Benefit Guaranty Corporation
referred to and defined in ERISA.

"Permitted Investments" shall mean:

(a) direct obligations of, or obligations the principal of
and interest on which are unconditionally guaranteed by,
the United States of America (or by any agency thereof to
the extent such obligations are backed by the full faith
and credit of the United States of America), in each case
maturing within one year from the date of acquisition
thereof;

(b) investments in foreign and domestic commercial paper
maturing within 270 days from the date of acquisition
thereof and having, at such date of acquisition, the
highest credit rating obtainable from S&P or from Moody's;

(c) investments in certificates of deposit, banker's
acceptances and time deposits maturing within one year from
the date of acquisition thereof issued or guaranteed by or
placed with, and money market deposit accounts issued or
offered by, the Administrative Agent or any domestic office
of any commercial bank organized under the laws of the
United States of America or any State thereof that has a
combined capital and surplus and undivided profits of not
less than $500,000,000;

(d) fully collateralized repurchase agreements with a term
of not more than 30 days for securities described in clause
(a) above and entered into with a financial institution
satisfying the criteria of clause (c) above;

(e) investments in "money market funds" within the
meaning of Rule 2a-7 of the Investment Company Act of 1940,
as amended, substantially all of whose assets are invested
in investments of the type described in clauses (a) through
(d) above;

(f) investments in so-called market auction securities
rated Aa2 or higher by Moody's or AA or higher by S&P and
which have a reset date not more than 365 days 	from the
date of acquisition thereof; and

(g) investments in readily-marketable obligations of
Indebtedness of any State of 	the United States or any
municipality organized under the laws of any State of the
United States or any political subdivision thereof which,
at the time of acquisition, are accorded either of the two
highest ratings by S&P, Moody's or another nationally
recognized credit rating agency of similar standard, in any
such case maturing no later than one year after the date of
acquisition thereof.

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

"Plan" shall mean any employee pension benefit plan (other
than a Multiemployer Plan) subject to the provisions of
Title IV of ERISA or Section 412 of the Code or Section 307
of ERISA, and in respect of which the Borrower or any ERISA
Affiliate is (or, if such plan were terminated, would under
Section 4069 of ERISA be deemed to be) an "employer" as
defined in Section 3(5) of ERISA.

 "Prime Rate" shall mean the rate of interest per annum
publicly announced from time to time by the Administrative
Agent as its prime rate in effect at its principal office
in New York City; each change in the Prime Rate shall be
effective on the date such change is publicly announced as
being effective.

"Pro Rata Percentage" of any Lender at any time shall mean
the percentage of the Total Commitment represented by such
Lender's Commitment.  In the event the Commitments shall
have expired or been terminated, the Pro Rata Percentages
shall be determined on the basis of the Commitments most
recently in effect.

"Register" shall have the meaning assigned to such term in
Section 9.04(d)."Regulation T" shall mean Regulation T of
the Board as from time to time in effect and all official
rulings and interpretations thereunder or thereof.

"Regulation U" shall mean Regulation U of the Board as from
time to time in effect and all official rulings and
interpretations thereunder or thereof.

"Regulation X" shall mean Regulation X of the Board as from
time to time in effect and all official rulings and
interpretations thereunder or thereof.

"Related Parties" shall mean, with respect to any specified
person, such person's Affiliates and the respective
directors, officers, employees, agents and advisors of such
person and such person's Affiliates.

"Required Lenders" shall mean, at any time, Lenders having
Commitments (or, if the Commitments have terminated, Loans)
representing at least a majority of the Total Commitment
(or if the Commitments have terminated, the aggregate
amount of Loans outstanding) at such time or, for
purposes of acceleration pursuant to clause (ii) of the
last paragraph of Article VII, Lenders having Loans and
unused Commitments representing at least a majority of the
sum of all Loans outstanding and unused
Commitments.

"Restricted Payment" shall mean (a) any dividend or other
distribution (whether in cash, securities or other
property) with respect to any Equity Interests in the
Borrower or any Subsidiary, or (b) any payment
(whether in cash, securities or other property), including
any sinking fund or similar deposit, other than a payment
to the extent consisting of Equity Interests  of equal or
junior ranking, on account of the purchase, redemption,
retirement, acquisition, cancelation or termination of any
Equity Interests in the Borrower or any Subsidiary.  It is
understood that the withholding of shares, and the payment
of cash to the Internal Revenue Service in an amount not to
exceed the value of the withheld shares, by the Company in
connection with any of its stock incentive plans shall not
constitute Restricted Payments.

"Revolving Credit Borrowing" shall mean a Borrowing
comprised of Revolving Loans.

"Revolving Credit Exposure" shall mean, with respect to any
Lender at any time, the aggregate principal amount at such
time of all outstanding Revolving Loans of such Lender.

"Revolving Loans" shall mean the revolving loans made by
the Lenders to the Borrower pursuant to Section 2.01.  Each
Revolving Loan shall be a Eurodollar Revolving Loan or an
ABR Revolving Loan.

"S&P" shall mean Standard & Poor's Ratings Service.

"SPC" shall have the meaning assigned to such term in
Section 9.04(i).

"Subordinated Notes" shall mean the Borrower's Zero Coupon
Liquid Yield Option (Subordinated Convertible) Notes due
2021, in an aggregate principal amount at maturity of
$744,000,000.

"Subordinated Note Documents" shall mean the indenture
under which the Subordinated Notes were issued and all
other instruments, agreements and other documents
evidencing or governing the Subordinated Notes or providing
for any Guarantee or other right in respect thereof.

"subsidiary" shall mean, with respect to any person (herein
referred to as the "parent"), any corporation, partnership,
association or other business entity (a) of which
securities or other ownership interests representing more
than 50% of the equity or more than 50% of the ordinary
voting power or more than 50% of the general partnership
interests are, at the time any determination is being made,
owned, controlled or held, or (b) that is, at the time any
determination is made, otherwise Controlled, by the parent
or one or more subsidiaries of the parent or by the parent
and one or more subsidiaries of the parent.

"Subsidiary" shall mean any subsidiary of the Borrower.

"Synthetic Purchase Agreement" shall mean any swap,
derivative or other agreement or combination of agreements
pursuant to which the Borrower or any Subsidiary is or may
become obligated to make (a) any payment in connection with
a purchase by any third party from a person other than the
Borrower or any Subsidiary of any Equity Interest or (b)
any payment (other than on account of a permitted purchase
by it of any Equity Interest) the amount of which is
determined by reference to the price or value at any time
of any Equity Interest; provided that no phantom stock or
similar plan providing for payments only to current or
former directors, officers or employees of the Borrower or
the Subsidiaries (or to their heirs or estates) shall be
deemed to be a Synthetic Purchase Agreement.

"Taxes" shall mean any and all present or future taxes,
levies, imposts, duties, deductions, charges, liabilities
or withholdings imposed by any Governmental Authority.

"Three-Year Credit Agreement" shall mean the Three-Year
Credit Agreement dated as of the date hereof (as amended,
supplemented or otherwise modified from time to time),
among the Borrower, the lenders from time to time party
thereto, and Credit Suisse First Boston, as administrative
agent.

"Total Debt" shall mean, at any time, the total
Indebtedness of the Borrower and the Subsidiaries at such
time (excluding Indebtedness of the type described in
clause (h) of the definition of such term, except to the
extent of any unreimbursed drawings thereunder).

"Total Commitment" shall mean, at any time, the aggregate
amount of the Commitments, as in effect at such time.

"Transactions" shall have the meaning assigned to such term
in Section 3.02.

"Type", when used in respect of any Loan or Borrowing,
shall refer to the Rate by reference to which interest on
such Loan or on the Loans comprising such Borrowing is
determined.  For purposes hereof, the term "Rate" shall
include the LIBO Rate and the Alternate Base Rate.

"wholly owned Subsidiary" of any person shall mean a
subsidiary of such person of which securities (except for
directors' qualifying shares) or other ownership interests
representing 100% of the Equity Interests are, at the time
any determination is being made, owned, controlled or held
by such person or one or more wholly owned Subsidiaries of
such person or by such person and one or more wholly owned
Subsidiaries of such person.

"Withdrawal Liability" shall mean liability to a
Multiemployer Plan as a result of a complete or partial
withdrawal from such Multiemployer Plan, as such terms are
defined in Part I of Subtitle E of Title IV of ERISA.


SECTION 1.02.  Terms Generally.   The definitions in
Section 1.01 shall apply equally to both the singular and
plural forms of the terms defined.  Whenever the context
may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms.  The words "include",
"includes" and "including" shall be deemed to be followed
by the phrase "without limitation".  The word "will" shall
be construed to have the same meaning and effect as the
word "shall"; and the words "asset" and "property" shall be
construed as having the same meaning and effect and to
refer to any and all tangible and intangible assets and
properties, including cash, securities, accounts and
contract rights.  All references herein to Articles,
Sections, Exhibits and Schedules shall be deemed references
to Articles and Sections of, and Exhibits and Schedules to,
this Agreement unless the context shall otherwise
require.  Except as otherwise expressly provided herein,
all terms of an accounting or financial nature shall be
construed in accordance with GAAP, as in effect from time
to time; provided, however, that if the Borrower notifies
the Administrative Agent that the Borrower wishes to amend
any covenant in Article VI or any related definition to
eliminate the effect of any change in GAAP occurring after
the date of this Agreement on the operation of such
covenant (or if the Administrative Agent notifies the
Borrower that the Required Lenders wish to amend Article VI
or any related definition for such purpose), then the
Borrower's compliance with such covenant shall be
determined on the basis of GAAP in effect immediately
before the relevant change in GAAP became effective, until
either such notice is withdrawn or such covenant is amended
in a manner satisfactory to the Borrower and the Required
Lenders.

"SECTION 1.03. Classification of Loans and Borrowings.
For purposes of this Agreement, Loans may be classified and
referred to by Class (e.g., a "Revolving Loan") or by Type
(e.g., a "Eurodollar Loan") or by Class and Type (e.g., a
"Eurodollar Revolving Loan").  Borrowings also may be
classified and referred to by Class (e.g., a "Revolving
Borrowing") or by Type (e.g., a "Eurodollar Borrowing") or
by Class and Type (e.g., a "Eurodollar Revolving
Borrowing").


ARTICLE II

The Credits


SECTION 2.01. Commitments.  Subject to the terms and
conditions and relying upon the representations and
warranties herein set forth, each Lender agrees,
severally and not jointly, to make Revolving Loans to the
Borrower, at any
time and from time to time on or after the date hereof, and
until the earlier of the Maturity Date and the termination
of the Commitment of such Lender in accordance with the
terms hereof, in an aggregate principal amount at any
time outstanding that will not result in such Lender's
Revolving Credit Exposure exceeding such Lender's
Commitment minus the amount by which the outstanding
Competitive Borrowings shall be deemed to have utilized
such Commitment in accordance with Section 2.16.  Within
the limits set forth in the preceding sentence and subject
to the terms, conditions and limitations set forth herein,
the Borrower may borrow, pay or prepay and reborrow
Revolving Loans.

SECTION 2.02. Loans.  (a)  Each Loan (other than
Competitive Loans) shall be made as part of a Borrowing
consisting of Loans made by the Lenders ratably in
accordance with their respective Commitments; provided,
however, that the failure of any Lender to make any Loan
shall not in itself relieve any other Lender of its
obligation to lend hereunder (it being understood, however,
that no Lender shall be responsible for the failure of any
other Lender to make any Loan required to be made by such
other Lender).  Each Competitive Loan shall be made in
accordance with the procedures set forth in Section 2.03.
The Loans
comprising any Borrowing shall be in an aggregate principal
amount that is (i) an integral multiple of $1,000,000 and
not less than $10,000,000 or (ii) equal to the remaining
available balance of the Commitments.


(b)  Subject to Sections 2.09 and 2.14, each Competitive
Borrowing shall be comprised entirely of Eurodollar
Competitive Loans or Fixed Rate Loans, and each other
Borrowing shall be comprised entirely of ABR Loans
or Eurodollar Loans as the Borrower may request pursuant to
Section 2.03 or 2.04, as applicable.  Each Lender may at
its option make any Eurodollar Loan by causing any domestic
or foreign branch or Affiliate of such Lender
to make such Loan; provided that any exercise of such
option shall not affect the obligation of the Borrower to
repay such Loan in accordance with the terms of this
Agreement.  Borrowings of more than one Type may be
outstanding at the same time; provided, however, that the
Borrower shall not be entitled to request any Borrowing
that, if made, would result in more than 15 Eurodollar
Borrowings outstanding hereunder at any time.  For purposes
of the foregoing, Borrowings having different Interest
Periods, regardless of whether they commence on the same
date, shall be considered separate Borrowings.

(c)  Each Lender shall make each Loan to be made by it
hereunder on the proposed date thereof by wire transfer of
immediately available funds to such account in New York
City as the Administrative Agent may designate not later
than 11:00 a.m., New York City time, and the Administrative
Agent shall promptly credit the amounts so received to an
account in the name of the Borrower and designated by the
Borrower in the applicable Borrowing Request or Competitive
Bid Request or, if a Borrowing shall not occur on such date
because any condition precedent herein specified shall not
have been met, return the amounts so received to the
respective Lenders.

(d)  Unless the Administrative Agent shall have received
notice from a Lender prior to the date of any Borrowing
that such Lender will not make available to the
Administrative Agent such Lender's portion of such
Borrowing, the Administrative Agent may assume that such
Lender has made such portion available to the
Administrative Agent on the date of such Borrowing in
accordance with paragraph (c) above and the Administrative
Agent may, in reliance upon such assumption, make available
to the Borrower on such date a corresponding amount.  If
the Administrative Agent shall have so made funds available
then, to the extent that such Lender shall not have made
such portion available to the Administrative Agent, such
Lender and the Borrower severally agree to repay to the
Administrative Agent forthwith on demand such corresponding
amount together with interest thereon, for each day from
the date such amount is made available to the Borrower
until the date such amount is repaid to the Administrative
Agent at (i) in the case of the Borrower, the interest rate
applicable at the time to the Loans comprising such
Borrowing and (ii) in the case of such Lender, a rate
determined by the Administrative Agent to represent its
cost of overnight or short-term funds (which determination
shall be conclusive absent manifest error).  If such Lender
shall repay to the Administrative Agent such corresponding
amount, such amount shall constitute such Lender's Loan as
part of such Borrowing for purposes of this Agreement.

(e)  Notwithstanding any other provision of this Agreement,
the Borrower shall not be entitled to request any Borrowing
if the Interest Period requested with respect thereto would
end after the Maturity Date.


"SECTION 2.03. Competitive Bid Procedure.  (a)  In order to
request Competitive Bids, the Borrower shall notify the
Administrative Agent of such request by telephone (i) in
the case of a Eurodollar Competitive Borrowing , not later
than 11:00 a.m., New York City time, four Business
Days before the proposed date of such Borrowing and (ii) in
the case of a Fixed Rate Borrowing, not later than 11:00
a.m., New York City time, one Business Day before the
proposed date of such Borrowing.   Provided that no two
Competitive Bid Requests submitted on the same day shall be
identical, the Borrower may submit up to (but not more
than) three Competitive Bid Requests on the same day, but a
Competitive Bid Request shall not be made within five
Business Days after the date of any previous
Competitive Bid Request unless such previous Competitive
Bid Request shall have been rejected by the Administrative
Agent, as provided below. No ABR Loan shall be requested
in, or made pursuant to, a Competitive Bid Request.  Each
such telephonic Competitive Bid Request shall be confirmed
promptly by hand delivery or telecopy to the Administrative
Agent of a written Competitive Bid Request substantially in
the form of Exhibit D-1. A Competitive Bid Request that
does not conform substantially to the format of Exhibit D-1
may be rejected by the Administrative Agent and the
Administrative Agent shall notify the Borrower of such
rejection as promptly as practicable. Each Competitive Bid
Request shall refer to this Agreement and specify (i)
whether the Borrowing being requested is to be a Eurodollar
Borrowing or a Fixed Rate Borrowing; (ii) the date of such
Borrowing (which shall be a Business Day); (iii) the number
and the location of the account to which funds are to be
disbursed (which shall be an account that complies with the
requirements of Section 2.02(c)); (iv) the aggregate
principal amount of such Borrowing, which shall be a
minimum of $10,000,000 and an integral multiple of
$1,000,000, and in any event shall not result in the sum of
the Aggregate Revolving Credit Exposure and the aggregate
outstanding principal amount of Competitive Loans, after
giving effect to such Borrowing, exceeding the Total
Commitment; and (v) the Interest Period with respect
thereto (which may not end after the Maturity
Date). Promptly after its receipt of a Competitive Bid
Request that is not rejected, the Administrative Agent
shall invite the Lenders  in the form set forth as Exhibit
D-2 to bid to make Competitive Loans pursuant to the
Competitive Bid Request.

(b)  Each Lender may make one or more Competitive Bids to
the Borrower responsive to a Competitive Bid Request.  Each
Competitive Bid by a Lender must be received by the
Administrative Agent by telecopy, (i) in the case of a
Eurodollar Competitive Borrowing, not later than 9:30 a.m.,
New York City time, three Business Days before the proposed
date of such Competitive Borrowing, and (ii) in the case of
a Fixed Rate Borrowing, not later than 9:30 a.m., New York
City time, on the proposed date of such Competitive
Borrowing.  Competitive Bids that do not conform
substantially to the format of Exhibit D-3 may be rejected
by the Administrative Agent, and the Administrative Agent
shall notify the applicable Lender as promptly as
practicable.  Each Competitive Bid shall refer to this
Agreement and specify (x) the principal amount (which shall
be a minimum of $5,000,000 and an integral multiple of
$1,000,000 and which may equal the entire principal amount
of the Competitive Borrowing requested by the Borrower)
of the Competitive Loan or Loans that the Lender is willing
to make, (y) the Competitive Bid Rate or Rates at which the
Lender is prepared to make such Loan or Loans and (z) the
Interest Period applicable to such Loan or Loans
and the last day thereof.

(c)  The Administrative Agent shall promptly notify the
Borrower by telecopy of the Competitive Bid Rate and the
principal amount of each Competitive Loan in respect of
which a Competitive Bid shall have been made and the
identity of the Lender that shall have made each bid.

(d)  The Borrower may, subject only to the provisions of
this paragraph (d), accept or reject any Competitive Bid.
The Borrower shall notify the Administrative Agent by
telephone, confirmed by telecopy in the form of a
Competitive Bid Accept/Reject Letter, whether and to what
extent it has decided to accept or reject each Competitive
Bid, (x) in the case of a Eurodollar Competitive Borrowing,
not later than 10:30 a.m., New York City time, three
Business Days before the date of the proposed Competitive
Borrowing, and (y) in the case of a Fixed Rate Borrowing,
not later than 10:30 a.m., New York City time, on the
proposed date of the Competitive Borrowing; provided,
however, that (i) the failure of the Borrower to give
such notice shall be deemed to be a rejection of each
Competitive Bid, (ii) the Borrower shall not accept a
Competitive Bid made at a particular Competitive Bid Rate
if the Borrower has decided to reject a Competitive
Bid made at a lower Competitive Bid Rate, (iii) the
aggregate amount of the Competitive Bids accepted by the
Borrower shall not exceed the principal amount specified in
the Competitive Bid Request, (iv) if the Borrower shall
accept a Competitive Bid or Bids made at a particular
Competitive Bid Rate but the amount of such Competitive Bid
or Bids would cause the total amount to be accepted by the
Borrower to exceed the amount specified in the Competitive
Bid Request, then the Borrower shall accept a portion of
such Competitive Bid or Bids in an amount equal to the
amount specified in the Competitive Bid Request less the
amount of all other Competitive Bids so accepted, which
acceptance, in the case of multiple Competitive Bids at
such Competitive Bid Rate, shall be made pro rata in
accordance with the amount of each such Bid, and (v) except
pursuant to clause (iv) above, no Competitive Bid shall be
accepted for a Competitive Loan unless such Competitive
Loan is in a minimum principal amount of $5,000,000  and an
integral multiple of $1,000,000; provided further, however,
that if a Competitive Loan must be in an amount less than
$5,000,000 because of the provisions of clause (iv) above,
such Competitive Loan may be for a minimum of $1,000,000 or
any integral multiple thereof, and in calculating
the pro rata allocation of acceptances of portions of
multiple Competitive Bids at a particular Competitive Bid
Rate pursuant to clause (iv) the amounts shall be rounded
to integral multiples of $1,000,000 in a manner determined
by the Borrower.  A notice given by the Borrower pursuant
to this paragraph (d) shall be irrevocable.


(e)  The Administrative Agent shall promptly notify each
bidding Lender by telecopy whether or not its Competitive
Bid has been accepted (and, if so, in what amount and at
what Competitive Bid Rate), and each successful bidder will
thereupon become bound, upon the terms and subject to the
conditions hereof, to make the Competitive Loan in respect
of which its Competitive Bid has been accepted.

(f)  If the Administrative Agent shall elect to submit a
Competitive Bid in its capacity as a Lender, it shall
submit such Competitive Bid directly to the Borrower at
least one quarter of an hour earlier than the time by
which the other Lenders are required to submit their
Competitive Bids to the Administrative Agent pursuant to
paragraph (b) above.

(g)  Within the limits set forth in this Section 2.03 and
subject to the terms, conditions and limitations set forth
herein, the Borrower may borrow, pay and reborrow
Competitive Loans.

SECTION 2.04. Borrowing Procedure. In order to request a
Borrowing (other than a Competitive Borrowing, as to which
this Section 2.04 shall not apply), the Borrower shall
notify the Administrative Agent of such request by
telephone (a) in the case of a Eurodollar Borrowing, not
later than 11:00 a.m., New York City time, three Business
Days before a proposed Borrowing, and (b) in the case of an
ABR Borrowing, not later than 11:00 a.m., New York City
time, on the day of a proposed Borrowing.  Each Borrowing
Request shall be irrevocable, shall be confirmed promptly
by hand delivery or telecopy to the Administrative Agent of
a written Borrowing Request substantially in the form of
Exhibit C or such other form as shall be acceptable to the
Administrative Agent and shall specify the following
information: (i) whether the Borrowing then being requested
is to be a Eurodollar Borrowing or an ABR Borrowing; (ii)
the date of such Borrowing (which shall be a Business Day);
(iii) the number and location of the account to which funds
are to be disbursed (which shall be an account that
complies with the requirements of Section 2.02(c)); (iv)
the amount of such Borrowing; and (v) if such Borrowing is
to be a Eurodollar Borrowing, the Interest Period with
respect thereto; provided, however, that, notwithstanding
any contrary specification in any Borrowing Request, each
requested Borrowing shall comply with the requirements set
forth in Section 2.02.  If no election as to the Type of
Borrowing is specified in any such notice, then the
requested Borrowing shall be an ABR Borrowing.  If
no Interest Period with respect to any Eurodollar Borrowing
is specified in any such notice, then the Borrower shall be
deemed to have selected an Interest Period of one month's
duration.  The Administrative Agent shall promptly advise
the Lenders of any notice given pursuant to this
Section 2.04 (and the contents thereof), and of each
Lender's portion of the requested Borrowing.

"SECTION 2.05. Evidence of Debt; Repayment of Loans.  (a)
The Borrower hereby unconditionally promises to pay to the
Administrative Agent for the account of each Lender (i) the
then unpaid principal amount of each Competitive Loan of
such Lender on the last day of the Interest Period
applicable to such Loan and (ii) the then unpaid principal
amount of each Revolving Loan of such Lender on the
Maturity Date.

(b)  Each Lender shall maintain in accordance with its
usual practice an account or accounts evidencing the
indebtedness of the Borrower to such Lender resulting from
each Loan made by such Lender from time to time, including
the amounts of principal and interest payable and paid to
such Lender from time to time under this Agreement.

(c)  The Administrative Agent shall maintain accounts in
which it will record (i) the amount of each Loan made
hereunder, the Type thereof and the Interest Period
applicable thereto, (ii) the amount of any principal
or interest due and payable or to become due and payable
from the Borrower to each Lender hereunder and (iii) the
amount of any sum received by the Administrative Agent
hereunder from the Borrower and each Lender's share
thereof.

(d)  The entries made in the accounts maintained pursuant
to paragraphs (b) and (c) above shall be prima facie
evidence of the existence and amounts of the obligations
therein recorded; provided, however, that the failure of
any Lender or the Administrative Agent to maintain such
accounts or any error therein shall not in any manner
affect the obligations of the Borrower to repay the Loans
in accordance with their terms.


(e)  Any Lender may request that Loans made by it hereunder
be evidenced by a promissory note.  In such event, the
Borrower shall execute and deliver to such Lender a
promissory note payable to such Lender and its registered
assigns and in a form and substance reasonably acceptable
to the Administrative Agent and the Borrower.
Notwithstanding any other provision of this Agreement, in
the event any Lender shall request and receive such a
promissory note, the interests represented by such note
shall at all times (including after any assignment of all
or part of such interests pursuant to Section 9.04) be
represented by one or more promissory notes
payable to the payee named therein or its registered
assigns.

SECTION 2.06.  Fees.  (a)  The Borrower agrees to pay to
each Lender, through the Administrative Agent, on the last
Business Day of March, June, September and December in each
year, and on the date on which the Commitment of such
Lender shall expire or be terminated as provided herein, a
facility fee (a "Facility Fee") equal to the Applicable
Percentage per annum in effect from time to time on the
daily amount of the Commitment of such Lender (whether used
or unused) during the preceding quarter (or shorter period
commencing with the date hereof or ending with the Maturity
Date or the date on which the Commitment of such Lender
shall expire or be terminated); provided that, if such
Lender continues to have any Revolving Credit Exposure
after its Commitment terminates, then the Facility Fee
shall continue to accrue (and be payable on demand) on the
daily amount of such Lender's Revolving Credit Exposure
from and including the date on which its Commitment
terminates to and including the date on which such Lender
ceases to have any Revolving Credit Exposure.  All Facility
Fees shall be computed on the basis of the actual number of
days elapsed (including the first day but excluding the
last day) in a year of 360 days.  The Facility Fee due to
each Lender shall commence to accrue on the date of this
Agreement and shall cease to accrue on the later of the
date on which the Commitment of such Lender shall expire or
be terminated as provided herein and such Lender shall have
no Revolving Credit Exposure.

(b)  The Borrower agrees to pay to the Administrative
Agent, for its own account, the administrative fees
separately agreed to in writing from time to time by the
Borrower and the Administrative Agent (the "Administrative
Agent Fees").

(c)  All Fees shall be paid on the dates due, in
immediately available funds, to the Administrative Agent
for distribution, if and as appropriate,among the Lenders.
Once paid, none of the Fees shall be refundable under
any circumstances.

SECTION 2.07. Interest on Loans.  (a)  Subject to the
provisions of Section 2.08, the Loans comprising each ABR
Borrowing shall bear interest (computed on the basis of the
actual number of days elapsed (including the first day but
excluding the last day) over a year of 365 or 366 days, as
the case may be, when the Alternate Base Rate is determined
by reference to the Prime Rate and over a year of 360 days
at all other times) at a rate per annum equal to the
Alternate Base Rate plus the Applicable Percentage in
effect from time to time.

(b)  Subject to the provisions of Section 2.08, the Loans
comprising each Eurodollar Borrowing shall bear interest
(computed on the basis of the actual number of days elapsed
(including the first day but excluding the last day) over a
year of 360 days) at a rate per annum equal to (i) in the
case of each Revolving Loan, the LIBO Rate for the Interest
Period in effect for such Borrowing plus the Applicable
Percentage in effect from time to time, and (ii) in the
case of each Competitive Loan, the LIBO Rate for the
Interest Period in effect for such Borrowing plus the
Margin offered by the Lender making such Loan and accepted
by the Borrower pursuant to Section 2.03.

(c)  Subject to the provisions of Section 2.08, each Fixed
Rate Loan shall bear interest (computed on the basis of the
actual number of days elapsed (including the first day but
excluding the last day) over a year of 360 days) at a rate
per annum equal to the fixed rate of interest offered by
the Lender making such Loan and accepted by the Borrower
pursuant to Section 2.03.


(d)  Interest on each Loan shall be payable on the Interest
Payment Dates applicable to such Loan except as otherwise
provided in this Agreement; provided that (i) in the event
of any repayment or prepayment of any Loan (other than a
prepayment of an ABR Loan), accrued interest on the
principal amount repaid or prepaid shall be payable on the
date of such repayment or prepayment and (ii) in the event
of any conversion of any Eurodollar Loan prior to the end
of the current Interest Period therefor, accrued interest
on such Loan shall be payable on the effective date of such
conversion.  The applicable Alternate Base Rate or LIBO
Rate for each Interest Period or day within an Interest
Period, as the case may be, shall be determined by the
Administrative Agent, and such determination shall be
conclusive absent manifest error.

SECTION 2.08. Default Interest.  If the Borrower shall
default in the payment of the principal of or interest on
any Loan or any other amount becoming due hereunder, by
acceleration or otherwise, the Borrower shall on demand
from time to time pay interest, to the extent permitted by
law, on such defaulted amount to but excluding the date of
actual payment (after as well as before judgment) (a) in
the case of overdue principal, at the rate otherwise
applicable to such Loan pursuant to Section 2.07 plus 2.00%
per annum and (b) in all other cases, at a rate per annum
(computed on the basis of the actual number of days
elapsed (including the first day but excluding the last
day) over a year of 365 or 366 days, as the case may be,
when determined by reference to the Prime Rate and over a
year of 360 days at all other times) equal to the rate that
would be applicable to an ABR Revolving Loan plus 2.00%.

SECTION 2.09. Alternate Rate of Interest.  In the event,
and on each occasion, that on the day two Business Days
prior to the commencement of any Interest Period for a
Eurodollar Borrowing the Administrative Agent shall have
determined that dollar deposits in the principal amounts of
the Loans comprising such Borrowing are not generally
available in the London interbank market, or that
reasonable means do not exist for ascertaining the LIBO
Rate, or the Administrative Agent shall have been informed
by the Required Lenders (or, in the case of a Eurodollar
Competitive Loan, any Lender required to make such Loan)
that the rates at which such dollar deposits are being
offered will not adequately and fairly reflect the cost to
the Required Lenders (or such Lender) of making or
maintaining their or its Eurodollar Loan during such
Interest Period, the Administrative Agent shall, as soon as
practicable thereafter, give written or telecopy notice
thereof to the Borrower and the Lenders.  In the event of
any such notice, until the Administrative Agent shall have
advised the Borrower and the Lenders that the circumstances
giving rise to such notice no longer exist, (i) any request
by the Borrower for a Eurodollar Revolving Credit Borrowing
pursuant to Section 2.04 shall be deemed to be a request
for an ABR Borrowing and (ii) any request by the Borrower
for a Eurodollar Competitive Borrowing pursuant to Section
2.03 shall be of no force and effect and shall be denied by
the Administrative Agent; provided that if the ircumstances
giving rise to such notice do not affect all the Lenders,
then the Borrower may make requests for Eurodollar
Competitive Borrowings to Lenders that are not affected
thereby.  Each determination by the Administrative Agent
under this Section 2.09 shall be conclusive absent manifest
error.

"SECTION 2.10. Termination and Reduction of Commitments.
(a)   The Commitments shall automatically terminate on the
Maturity Date.

(b)  Upon at least three Business Days' prior irrevocable
written or telecopy notice (or telephone notice promptly
confirmed by written or telecopy notice) to the
administrative Agent, the Borrower may at any time
in whole permanently terminate, or from time to time in
part permanently reduce, the Commitments; provided,
however, that (i) each partial reduction of the Commitments
shall be in an integral multiple of $1,000,000 and in a
minimum amount of $10,000,000 and (ii) the Total Commitment
shall not be reduced to an amount that is less than the sum
of the Aggregate Revolving Credit Exposure and the
aggregate outstanding principal amount of the Competitive
Loans at the time.

(c)  Each reduction in the Commitments hereunder shall be
made ratably among the Lenders in accordance with their
respective Commitments.  The Borrower shall pay to the
Administrative Agent for the account of the applicable
Lenders, on the date of each termination or reduction, the
Facility Fees on the amount of the Commitments so
terminated or reduced accrued to but excluding the date of
such termination or reduction.

"SECTION 2.11. Conversion and Continuation of Borrowings.
The Borrower shall have the right at any time upon prior
irrevocable written or telecopy notice (or telephone notice
promptly confirmed by written or telecopy notice) to the
Administrative Agent (a) not later than 11:00 a.m.,
New York City time, on the day of conversion, to convert
any Eurodollar Borrowing into an ABR Borrowing, (b) not
later than 11:00 a.m., New York City time, three Business
Days prior to conversion or continuation, to convert any
ABR Borrowing into a Eurodollar Revolving Credit Borrowing
or to continue any Eurodollar Revolving Credit Borrowing as
a Eurodollar Revolving Credit Borrowing for an additional
Interest Period, and (c) not later than 11:00 a.m., New
York City time, three Business Days prior to conversion, to
convert the Interest Period with respect to any Eurodollar
Revolving Credit Borrowing to another permissible Interest
Period, subject in each case to the following:

(i) each conversion or continuation shall be made pro rata
among the Lenders in accordance with the respective
principal amounts of the Loans comprising the converted or
continued Borrowing;

(ii) if less than all the outstanding principal amount of
any Borrowing shall be converted or continued, then each
resulting Borrowing shall satisfy the limitations specified
in Sections 2.02(a) and 2.02(b) regarding the principal
amount and maximum number of Borrowings of the relevant
Type;

(iii) each conversion shall be effected by each Lender and
the Administrative Agent by recording for the account of
such Lender the new Loan of such Lender resulting from such
conversion and reducing the Loan (or portion thereof) of
such Lender being converted by an equivalent principal
amount; accrued interest on any Eurodollar Loan (or portion
thereof) being converted shall be paid by the Borrower at
the time of conversion;

(iv) if any Eurodollar Borrowing is converted at a time
other than the end of the Interest Period applicable
thereto, the Borrower shall pay, upon demand, any amounts
due to the Lenders pursuant to Section 2.15;

(v) any portion of a Borrowing maturing or required to be
repaid in less than one month may not be converted into or
continued as a Eurodollar Borrowing;

(vi) any portion of a Eurodollar Borrowing that cannot be
converted into or continued as a Eurodollar Borrowing by
reason of the immediately preceding clause shall be
automatically converted at the end of the Interest Period
in effect for such Borrowing into an ABR Borrowing; and

(vii) upon notice to the Borrower from the Administrative
Agent given at the request of the Required Lenders, after
the occurrence and during the continuance of a Default or
Event of Default, no outstanding Revolving Loan may be
converted into, or continued as, a Eurodollar Loan and,
unless repaid, each Eurodollar Revolving Borrowing shall be
converted into an ABR Borrowing at the end of the Interest
Period applicable thereto.


Each notice pursuant to this Section 2.11 shall refer to
this Agreement and specify (i) the identity and amount of
the Borrowing that the Borrower requests be converted or
continued, (ii) whether such Borrowing is to be converted
to or continued as a Eurodollar Borrowing or an ABR
Borrowing, (iii) if such notice requests a conversion, the
date of such conversion (which shall be a Business Day) and
(iv) if such Borrowing is to be converted to or continued
as a Eurodollar Borrowing, the Interest Period with respect
thereto.  If no Interest Period is specified in any such
notice with respect to any conversion to or continuation as
a Eurodollar Borrowing, the Borrower shall be deemed to
have selected an Interest Period of one month's duration.
The Administrative Agent shall advise the Lenders of any
notice given pursuant to this Section 2.11 and of each
Lender's portion of any converted or continued Borrowing.
If the Borrower shall not have given notice in accordance
with this Section 2.11 to continue any Borrowing into
a subsequent Interest Period (and shall not otherwise have
given notice in accordance with this Section 2.11 to
convert such Borrowing), such Borrowing shall, at the end
of the Interest Period applicable thereto (unless
repaid pursuant to the terms hereof), automatically be
continued into an ABR Borrowing.  The Borrower shall not
have the right to continue or convert the Interest Period
with respect to any Competitive Borrowing pursuant to this
Section 2.11.

SECTION 2.12. Optional Prepayment.  (a)  The Borrower shall
have the right at any time and from time to time to prepay
any Borrowing (other than a Competitive Borrowing), in
whole or in part, upon at least three Business Days' prior
written or telecopy notice (or telephone notice promptly
confirmed by written or telecopy notice) in the case of
Eurodollar Loans, or written or telecopy notice (or
telephone notice promptly confirmed by written or
telecopy notice) on the day of prepayment in the case of
ABR Loans, to the Administrative Agent before 11:00 a.m.,
New York City time; provided, however, that each partial
prepayment shall be in an amount that is an integral
multiple of $1,000,000 and not less than $10,000,000.  The
Borrower shall not have the right to prepay any Competitive
Borrowing.

(b)  In the event of any termination of all the
Commitments, the Borrower shall repay or prepay all its
outstanding Revolving Credit Borrowings on the date of such
termination. If as a result of any partial reduction of the
Commitments the sum of the Aggregate Revolving Credit
Exposure and the aggregate outstanding principal amount of
the Competitive Loans at the time would exceed the Total
Commitment after giving effect thereto, then the Borrower
shall, on the date of such reduction, repay or prepay
Revolving Credit Borrowings in an amount sufficient to
eliminate such excess.

(c)  Each notice of prepayment shall specify the prepayment
date and the principal amount of each Borrowing (or portion
thereof) to be prepaid, shall be irrevocable and shall
commit the Borrower to prepay such Borrowing by the amount
stated therein on the date stated therein.  All prepayments
under this Section 2.12 shall be subject to Section 2.15
but otherwise without premium or penalty.  All prepayments
under this Section 2.12 (other than prepayment of an ABR
Loan that does not occur in connection with, or as a result
of, the reduction or termination of the Commitments) shall
be accompanied by accrued and unpaid interest on the
principal amount to be prepaid to but excluding the date of
payment.

"SECTION 2.13. Reserve Requirements; Change in
Circumstances.  (a)  Notwithstanding any other provision of
this Agreement, if any Change in Law shall impose, modify
or deem applicable any reserve, special deposit or similar
requirement against assets of, deposits with or for the
account of or credit extended by any Lender or shall impose
on such Lender or the London interbank market any other
condition affecting this Agreement or Eurodollar Loans or
Fixed Rate Loans made by such Lender, and the result of any
of the foregoing shall be to increase the cost to such
Lender of making or maintaining any Eurodollar Loan or
Fixed Rate Loan or to reduce the amount of any sum received
or receivable by such Lender hereunder (whether of
principal, interest or otherwise) by an amount deemed by
such Lender to be material, then the Borrower will pay to
such Lender upon demand such additional amount or amounts
as will compensate such Lender for such additional costs
incurred or reduction suffered.(b)  If any Lender shall
have determined that any Change in Law regarding capital
adequacy has or would have the effect of reducing the rate
of return on such Lender's capital or on the capital of
such Lender's holding company, if any, as a consequence of
this Agreement or the Loans made to a level below that
which such Lender or such Lender's holding company
could have achieved but for such Change in Law (taking into
consideration such Lender's policies and the policies of
such Lender's holding company with respect to capital
adequacy) by an amount deemed by such Lender to be
material, then from time to time the Borrower shall pay to
such Lender such additional amount or amounts as will
compensate such Lender or such Lender's holding company for
any such reduction suffered.


(c)  A certificate of a Lender setting forth the amount or
amounts necessary to compensate such Lender or its holding
company, as applicable, as specified in paragraph (a) or
(b) above shall be delivered to the Borrower
and shall be conclusive absent manifest error.  The
Borrower shall pay such Lender the amount shown as due on
any such certificate delivered by it within 15 days after
its receipt of the same.

(d)  Failure or delay on the part of any Lender to demand
compensation for any increased costs or reduction in
amounts received or receivable or reduction in return on
capital shall not constitute a waiver of such Lender's
right to demand such compensation; provided that the
Borrower shall not be under any obligation to compensate
any Lender under paragraph (a) or (b) above with respect to
increased costs or reductions with respect to any period
prior to the date that is 120 days prior to such request
if such Lender knew or could reasonably have been expected
to know of the circumstances giving rise to such increased
costs or reductions and of the fact that such circumstances
could reasonably be expected to result in a claim for
increased compensation by reason of such increased costs or
reductions; provided further that the foregoing limitation
shall not apply to any increased costs or reductions
arising out of the retroactive application of any Change
in Law within such 120-day period.  The protection of this
Section shall be available to each Lender regardless of any
possible contention of the invalidity or inapplicability of
the Change in Law that shall have occurred or been imposed.
Notwithstanding any other provision of this Section, no
Lender shall be entitled to demand compensation hereunder
in respect of any Competitive Loan if it shall have been
aware of the event or circumstance giving rise to such
demand at the time it submitted the Competitive Bid
pursuant to which such Loan was made.

"SECTION 2.14. Change in Legality.  (a)  Notwithstanding
any other provision of this Agreement, if any Change in Law
shall make it unlawful for any Lender to make or maintain
any Eurodollar Loan or to give effect to its obligations as
contemplated hereby with respect to any Eurodollar Loan,
then, by written notice to the Borrower and to the
Administrative Agent:

(i) such Lender may declare that Eurodollar Loans will not
thereafter (for the duration of such unlawfulness) be made
by such Lender hereunder (or be continued for additional
Interest Periods and ABR Loans will not thereafter (for
such duration) be converted into Eurodollar Loans),
whereupon such Lender shall not submit a Competitive Bid in
response to a request for a Eurodollar Competitive Loan and
any request for a Eurodollar Borrowing (or to convert an
ABR Borrowing to a Eurodollar Borrowing or to continue a
Eurodollar Borrowing for an additional Interest Period)
shall, as to such Lender only, be deemed a request for an
ABR Loan (or a request to continue an ABR Loan as such for
an additional Interest Period or to convert a Eurodollar
Loan into an ABR Loan, as the case may be), unless such
declaration shall be subsequently withdrawn; and

    (ii) such Lender may require that all outstanding
Eurodollar Loans made by it be converted to ABR Loans, in
which event all such Eurodollar Loans shall be
automatically converted to ABR Loans as of the effective
date of such notice as provided in paragraph (b) below.

In the event any Lender shall exercise its rights under (i)
or (ii) above, all payments and prepayments of principal
that would otherwise have been applied to repay the
Eurodollar Loans that would have been made by such
Lender or the converted Eurodollar Loans of such Lender
shall instead be applied to repay the ABR Loans made by
such Lender in lieu of, or resulting from the conversion
of, such Eurodollar Loans.

(b)  For purposes of this Section 2.14, a notice to the
Borrower by any Lender shall be effective as to each
Eurodollar Loan made by such Lender, if lawful, on the last
day of the Interest Period then applicable to such
Eurodollar Loan; in all other cases such notice shall be
effective on the date of receipt by the Borrower.


"SECTION 2.15. Break Funding.  The Borrower shall
compensate each Lender for any loss or expense that such
Lender may sustain or incur as a consequence of (a) such
Lender receiving or being deemed to receive any amount on
account of the principal of any Fixed Rate Loan or
Eurodollar Loan prior to the end of the Interest Period in
effect therefor, (b) the conversion of any Eurodollar Loan
to an ABR Loan, or the conversion of the Interest Period
with respect to any Eurodollar Loan, in each case other
than on the last day of the Interest Period in effect
therefor or (c) the failure of the Borrower to borrow,
convert, continue or prepay any Fixed Rate Loan or
Eurodollar Loan made or to be made by such Lender
(including any Eurodollar Loan to be made pursuant to a
conversion or continuation under Section 2.11) after notice
of
such borrowing, conversion, continuation or prepayment
shall have been given by the Borrower hereunder (any of the
events referred to in this sentence being called a
"Breakage Event").  In the case of any Breakage
Event, such loss shall include an amount equal to the
excess, as reasonably determined by such Lender, of (i) its
cost of obtaining funds for the Fixed Rate Loan or
Eurodollar Loan that is the subject of such Breakage Event
for the period from the date of such Breakage Event to the
last day of the Interest Period in effect (or that would
have been in effect) for such Loan over (ii) the amount of
interest likely to be realized by such Lender in
redeploying the funds released or not utilized by reason of
such Breakage Event for such period.  A certificate of any
Lender setting forth any amount or amounts which such
Lender is entitled to receive pursuant to this
Section 2.15 shall be delivered to the Borrower and shall
be conclusive absent manifest error.  The Borrower shall
pay such Lender the amount due within 15 days of the
receipt of any such certificate.

"SECTION 2.16. Pro Rata Treatment.  Except as provided
below in this Section 2.16 with respect to Competitive
Borrowings and as required under Section 2.14, each
Borrowing, each payment or prepayment of principal of any
Borrowing, each payment of interest on the Loans, each
payment of the Facility Fees, each reduction of the
Commitments and each conversion of any Borrowing to or
continuation of any Borrowing as a Borrowing of any Type
shall be allocated pro rata among the Lenders in accordance
with their respective Commitments (or, if such Commitments
shall have expired or been terminated, in accordance with
the respective principal amounts of their outstanding
Loans).  Each payment of principal of and interest on any
Competitive Borrowing shall be allocated pro rata among the
Lenders participating in such Borrowing in accordance with
the respective principal amounts of their outstanding
Competitive Loans comprising such Borrowing.
 For purposes of determining the available Commitments of
the Lenders at any time, each outstanding Competitive
Borrowing shall be deemed to have utilized the Commitments
of the Lenders (including those Lenders which shall not
have made Loans as part of such Competitive Borrowing) pro
rata in accordance with such respective Commitments.  Each
Lender agrees that in computing such Lender's portion of
any Borrowing to be made hereunder, the Administrative
Agent may, in its discretion, round each Lender's
percentage of such Borrowing to the next higher or lower
whole dollar amount.

"SECTION 2.17. Sharing of Setoffs.  Each Lender agrees that
if it shall, through the exercise of a rightof banker's
lien, setoff or counterclaim against the Borrower, or
pursuant to a secured claim under Section 506 of Title 11
of the United States Code or other security or interest
arising from, or in lieu of, such secured claim,received by
such Lender under any applicable bankruptcy, insolvency or
other similar law or otherwise, or by any other means,
obtain payment (voluntary or involuntary) in respect of any
Loan or Loans as a result of which the unpaid principal
portion of its Loans shall be proportionately less
than the unpaid principal portion of the Loans of any other
Lender, it shall be deemed simultaneously to have purchased
from such other Lender at face value, and shall promptly
pay to such other Lender the purchase price for, a
participation in the Loans of such other Lender, so that
the aggregate unpaid principal amount of the Loans and
participations in Loans held by each Lender shall be in the
same proportion to the aggregate unpaid principal amount of
all Loans then outstanding as the principal amount of its
Loans prior to such exercise of banker's lien, setoff or
counterclaim or other event was to the principal amount of
all Loans outstanding prior to such exercise of banker's
lien, setoff or counterclaim or other event; provided,
however, that if any such purchase or purchases or
adjustments shall be made pursuant to this Section 2.17 and
the payment giving rise thereto shall thereafter be
recovered, such purchase or purchases or adjustments shall
be rescinded to the extent of such recovery and the
purchase price or prices or adjustment restored without
interest.  The Borrower expressly consents to the foregoing
arrangements and agrees that any Lender holding a
participation in a Loan deemed to have been so purchased
may exercise any and all rights of banker's lien, setoff or
counterclaim with respect to any and all moneys owing by
the Borrower to such Lender by reason thereof as fully
as if such Lender had made a Loan directly to the Borrower
in the amount of such participation.

"SECTION 2.18. Payments.  (a)  The Borrower shall make each
payment (including principal of or interest on any
Borrowing or any Fees or other amounts) hereunder not later
than 12:00 (noon), New York City time, on the date when due
in immediately available dollars, without setoff, defense
or counterclaim.  Each such payment shall be made to the
Administrative Agent at its offices at Eleven Madison
Avenue, New York, NY 10010 or as otherwise instructed by
the Administrative Agent.

(b)  Except as otherwise expressly provided herein,
whenever any payment (including principal of or interest on
any Borrowing or any Fees or other amounts) hereunder shall
become due, or otherwise would occur, on a day that is not
a Business Day, such payment may be made on the next
succeeding Business Day, and such extension of time shall
in such case be included in the computation of interest or
Fees, if applicable.

"SECTION 2.19. Taxes.  (a)  Any and all payments by the
Borrower hereunder shall be made free and clear of and
without deduction for any Indemnified Taxes or Other Taxes;
provided that if the Borrower shall be required to deduct
any Indemnified Taxes or Other Taxes from such payments,
then (i) the sum payable shall be increased as necessary so
that after making all required deductions (including
deductions applicable to additional sums payable under this
Section) the Administrative Agent or such Lender (as the
case may be) receives an amount equal to the sum it would
have received had no such deductions been made, (ii) the
Borrower shall make such deductions and (iii) the Borrower
shall pay the full amount deducted to the relevant
Governmental Authority in accordance with applicable law.

(b)  In addition, the Borrower shall pay any Other Taxes
not paid pursuant to Section 2.19(a)(iii) to the relevant
Governmental Authority in accordance with applicable law.
As of the Closing Date, each Foreign Lender intends to make
Loans hereunder out of an office located in the
United States of America or out of an office so that such
Loans would not be subject to Other Taxes.

(c)  The Borrower shall indemnify the Administrative Agent
and each Lender, within 15 days after written demand
therefor, for the full amount of any Indemnified Taxes or
Other Taxes paid by the Administrative Agent or such
Lender, as the case may be, on or with respect to any
payment by or on account of any obligation of the Borrower
hereunder (including Indemnified Taxes or Other Taxes
imposed or asserted on or attributable to amounts payable
under this Section) and any penalties, interest and
reasonable expenses arising therefrom or with respect
thereto, whether or not such Indemnified Taxes or Other
Taxes were correctly or legally imposed or asserted by the
relevant Governmental Authority; provided, however, that
the Borrower shall not be obligated to make a payment
pursuant to this Section 2.19 in respect of penalties,
interest and other liabilities attributable to any
Indemnified Taxes or Other Taxes, if (i) such penalties,
interest and other liabilities are attributable to the
failure of the Administrative Agent or such Lender, as the
case may be, to pay amounts paid to the Administrative
Agent or such Lender by the Borrower (for Indemnified Taxes
or Other Taxes) to the appropriate taxing authority in a
timely manner after receipt of such payment from the
Borrower or (ii) such penalties, interest and other
liabilities are attributable to the gross negligence or
wilful misconduct of the Administrative Agent or such
Lender, as the case may be.  After the Administrative Agent
or a Lender learns of the imposition of Indemnified Taxes
or Other Taxes, such person will act in good faith to
promptly notify the Borrower of its obligations hereunder.
A certificate as to the amount of such payment or liability
delivered to the Borrower by a Lender, or by the
Administrative Agent on its behalf or on behalf of a
Lender, shall be conclusive absent manifest error.

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


(e)  Any Lender that is entitled to an exemption from or
reduction of withholding tax under the law of the
jurisdiction in which the Borrower is located, or any
treaty to which such jurisdiction is a party, with respect
to payments under this Agreement shall deliver to the
Borrower (with a copy to the Administrative Agent), at the
time or times prescribed by applicable law, such properly
completed and executed documentation prescribed by
applicable law and reasonably requested by the Borrower as
will permit such payments to be made without withholding or
at a reduced rate.  Each Foreign Lender, before it signs
and delivers this Agreement if listed on the signature
pages hereof and before it becomes a Lender in the case of
each other Foreign Lender, and from time to time
thereafter, before the date any such form expires or
becomes obsolete or invalid, shall provide the
Borrower and the Administrative Agent with Internal Revenue
Service form W-8BEN or W-8ECI (or other appropriate or
successor form prescribed by the Internal Revenue Service)
in duplicate, certifying that such Foreign Lender is
entitled to benefits under an income tax treaty to which
the United States of America is a party which exempts the
Foreign Lender from U.S. withholding tax on payments of
interest for the account of such Foreign Lender or
certifying that the income receivable pursuant to this
Agreement is effectively connected with the conduct by such
Foreign Lender of a trade or business in the United States
of America and exempt from United States withholding tax.

(f)  If the Administrative Agent or a Lender determines
that it has received a refund or credit in respect of and
specifically associated with any Indemnified Taxes or Other
Taxes as to which it has been indemnified by the Borrower,
or with respect to which the Borrower has paid additional
amounts, it shall promptly notify the Borrower of such
refund or credit and shall within 15 days from the date of
receipt of such refund or benefit of such credit pay over
the amount of such refund or benefit of such credit
(including any interest paid or credited by the
relevant taxing authority or Governmental Authority with
respect to such refund or credit) to the Borrower (but only
to the extent of indemnity payments made, or additional
amounts paid, by the Borrower with respect to the
Indemnified Taxes or Other Taxes giving rise to such refund
of credit), net of all out-of-pocket expenses of such
person.  If the Administrative Agent or a Lender shall
become aware that it is entitled to receive a refund or
credit in respect of Indemnified Taxes or Other Taxes
as to which it has been indemnified by the Borrower or with
respect to which the Borrower has paid additional amounts,
it shall promptly notify the Borrower of the availability
of such refund or credit and shall, within 15 days after
receipt of a request for such by the Borrower (whether as a
result of notification that it has made of such to the
Borrower or otherwise), make a claim to such taxing
authority or Governmental Authority for such refund or
credit and contest such Indemnified Taxes, Other Taxes or
liabilities if (i) such Lender or the Administrative Agent
determines, in its sole discretion, that it would not be
materially disadvantaged or prejudiced as a result of such
contest (it being understood that the mere existence of
fees, charges, costs or expenses that the Borrower has
offered to and agreed to pay on behalf of a Lender or
the Administrative Agent shall not be deemed to be
materially disadvantageous to such person) and (ii) the
Borrower furnishes, upon request of the Lender or the
Administrative Agent, an opinion of reputable tax counsel
(such opinion and such counsel to be acceptable to such
Lender or the Administrative Agent) to the effect that such
Indemnified Taxes or Other Taxes were wrongfully or
illegally imposed.

"SECTION 2.20. Assignment of Commitments Under Certain
Circumstances; Duty to Mitigate.  (a)  In the event (i) any
Lender  delivers a certificate requesting compensation
pursuant to Section 2.13, (ii) any Lender  delivers a
notice described in Section 2.14 or (iii) the Borrower is
required to pay any additional amount to any Lender  or any
Governmental Authority on account of any Lender  pursuant
to Section 2.19, the Borrower may, at its sole expense
and effort (including with respect to the processing and
recordation fee referred to in Section 9.04(b)), upon
notice to such Lender and the Administrative Agent, require
such Lender  to transfer and assign, without recourse (in
accordance with and subject to the restrictions
contained in Section 9.04), all of its interests, rights
and obligations under this Agreement to an assignee that
shall assume such assigned obligations (which assignee may
be another Lender, if a Lender accepts such assignment);
provided that (x) such assignment shall not conflict with
any law, rule or regulation or order of any court or other
Governmental Authority having jurisdiction, (y) the
Borrower shall have received the prior written consent of
the Administrative Agent, which consent shall not
unreasonably be withheld, and (z) the Borrower or such
assignee shall have paid to the affected Lender in
immediately available funds an amount equal to the sum of
the principal of and interest accrued to the date of such
payment on the outstanding Loans of such Lender,
respectively, plus all Fees and other amounts accrued for
the account of such Lender  hereunder (including any
amounts under Section 2.13 and Section 2.15); provided
further that, if prior to any such transfer and assignment
the circumstances or event that resulted in such Lender's
claim for compensation under Section 2.13 or notice under
Section 2.14 or the amounts paid pursuant to Section 2.19,
as the case may be, cease to cause such Lender  to suffer
increased costs or reductions in amounts received or
receivable or reduction in return on capital, or cease to
have the consequences specified in Section 2.14, or cease
to result in amounts being payable under Section 2.19, as
the case may be (including as a result of any action taken
by such Lender  pursuant to paragraph (b) below), or if
such Lender  shall waive its right to claim further
compensation under Section 2.13 in respect of such
circumstances or event or shall withdraw its notice under
Section 2.14 or shall waive its right to further payments
under Section 2.19 in respect of such circumstances or
event, as the case may be, then such Lender shall not
thereafter be required to make any such transfer and
assignment hereunder.

(b)  If (i) any Lender  shall request compensation under
Section 2.13, (ii) any Lender delivers a notice described
in Section 2.14 or (iii) the Borrower is required to pay
any additional amount or indemnity payment to any Lender
or any Governmental Authority on account of any Lender,
pursuant to Section 2.19, then such Lender  shall
use reasonable efforts (which shall not require such Lender
to incur an unreimbursed loss or unreimbursed cost or
expense or otherwise take any action inconsistent with its
internal policies or legal or regulatory restrictions or
suffer any disadvantage or burden deemed by it to be
significant) (x) to file any certificate or document
reasonably requested in writing by the Borrower or (y) to
assign its rights and delegate and transfer its obligations
hereunder to another of its offices, branches or
affiliates, if such filing or assignment would reduce its
claims for compensation under Section 2.13 or enable it to
withdraw its notice pursuant to Section 2.14 or would
reduce amounts payable pursuant to Section 2.19, as the
case may be, in the future.  The Borrower hereby agrees to
pay all reasonable costs and expenses incurred by any
Lender in connection with any such filing or assignment,
delegation and transfer.


ARTICLE III

Representations and Warranties

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

"SECTION 3.01. Organization; Powers.   The Borrower and
each of the Subsidiaries (a) is duly organized, validly
existing and in good standing under the laws of the
jurisdiction of its organization, (b) has all requisite
power and authority to own its property and assets and to
carry on its business as now conducted and (c) is qualified
to do business in, and is in good standing in, every
jurisdiction where such qualification is required, except
where the failure so to qualify could not reasonably be
expected to result in a Material Adverse Effect.


"SECTION 3.02.  Authorization.  The execution, delivery and
performance by  the Borrower of this Agreement and the
transactions contemplated hereby (including the Borrowings
hereunder) (collectively, the "Transactions") (a) are
within the Borrower's corporate powers and have been duly
authorized by all requisite corporate and, if required,
stockholder action and (b) will not (i) violate (A) any
provision of law, statute, rule or regulation, or of the
certificate or articles of incorporation or other
constitutive documents or by-laws of the
Borrower or any Subsidiary, (B) any order of any
Governmental Authority or (C) any provision of any
indenture, agreement or other instrument to which the
Borrower or any Subsidiary is a party or by which any of
them or any of their property is or may be bound, the
effect of which could reasonably be expected to result in a
Material Adverse Effect, (ii) result in a breach of or
constitute (alone or with notice or lapse of time or both)
a default under, or give rise to any right to accelerate or
to require the prepayment, repurchase or redemption of any
obligation under any such indenture, agreement or other
instrument, the effect of which could reasonably be
expected to result in a Material Adverse Effect, or (iii)
result in the creation or imposition of any Lien upon or
with respect to any property or assets now owned or
hereafter acquired by the Borrower or any Subsidiary.

"SECTION 3.03. Enforceability.   This Agreement has been
duly executed and delivered by the Borrower and constitutes
a legal, valid and binding obligation of the Borrower
enforceable against  the Borrower in accordance with its
terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the
enforceability of creditors' rights generally and to
general principles of equity, regardless of whether
considered in a proceeding in equity or at law.

"SECTION 3.04. Governmental Approvals.  No action, consent
or approval of, registration or filing with or any other
action by any Governmental Authority is or will be required
in connection with the Transactions, except for such as
have been made or obtained and are in full force and
effect.

"SECTION 3.05. Financial Statements.  The Borrower has
heretofore furnished to the Lenders its consolidated
balance sheets and related statements of income,
stockholders' equity and cash flows (i) as of and for the
fiscal year ended December 31, 2000, audited by and
accompanied by the opinion of PricewaterhouseCoopers LLP,
independent public accountants, and (ii) as of and for the
fiscal quarter and the portion of the fiscal year ended
September 30, 2001, certified by its chief financial
officer.  Such financial statements present fairly, in all
material respects, the financial condition and results of
operations and cash flows of the Borrower and its
consolidated Subsidiaries as of such dates and for such
periods in accordance with GAAP, subject to normal year-end
audit adjustments and the absence of footnotes in the case
of the statements referred to in clause (ii) above.

"SECTION 3.06. No Material Adverse Change.  Since December
31, 2000, there has been no material adverse change in the
financial condition, results of operations or business of
the Borrower and the Subsidiaries, taken as a whole.

"SECTION 3.07. Subsidiaries.  Schedule 3.07 sets forth as
of the Closing Date a list of all Subsidiaries and the
percentage ownership interest of the Borrower therein.

"SECTION 3.08. Litigation; Compliance with Laws.  (a)
There are not any actions, suits or proceedings at law or
in equity or by or before any Governmental Authority now
pending or, to the knowledge of the Borrower, threatened
against or affecting the Borrower or any Subsidiary or any
business, property or rights of any such person (i) that
involve this Agreement or the Transactions or (ii) as to
which there is a reasonable possibility of an adverse
determination and that, if adversely determined, could
reasonably be expected, individually or in the aggregate,
to result in a Material Adverse Effect.

(b)  None of the Borrower or any of the Subsidiaries is in
violation of any law, rule or regulation, or is in default
with respect to any judgment, writ, injunction, decree or
order of any Governmental Authority, where such violation
or default could reasonably be expected to result in a
Material Adverse Effect.

"SECTION 3.09. Federal Reserve Regulations.  (a)  The
Borrower is not engaged principally, or as one of its
important activities, in the business of extending
credit for the purpose of buying or carrying Margin Stock.

(b)  No part of the proceeds of any Loan will be used,
whether directly or indirectly, and whether immediately,
incidentally or ultimately, for any purpose that entails a
violation of, or that is inconsistent with, the provisions
of the Regulations of the Board, including Regulation T,
U or X.


"SECTION 3.10. Investment Company Act; Public Utility
Holding Company Act.   None of  the Borrower or any of the
Subsidiaries is (a) an "investment company" as defined in,
or subject to regulation under, the Investment Company Act
of 1940 or (b) a "holding company" as defined in, or
subject to regulation under, the Public Utility Holding
Company Act of 1935.

"SECTION 3.11. Use of Proceeds.   The Borrower will use the
proceeds of the Loans only for the purposes specified in
the preamble to this Agreement.

"SECTION 3.12.  Tax Returns.  Each of the Borrower and the
Subsidiaries has filed or caused to be filed all Federal,
state, local and foreign tax returns or materials required
to have been filed by it and has paid or caused to be paid
all Taxes due and payable by it and all assessments
received by it, except (a) Taxes that are being contested
in good faith by appropriate proceedings and for which the
Borrower or such Subsidiary, as applicable, shall have set
aside on its books adequate reserves or (b) to the extent
that the failure to do so could not reasonably be expected
to result in a Material Adverse Effect.

"SECTION 3.13. No Material Misstatements.  None of (a) the
Confidential Information Memorandum or (b) any other
information, report, financial statement, exhibit or
schedule furnished by or on behalf of the Borrower to the
Administrative Agent or any Lender in connection with the
negotiation of this Agreement contains any material
misstatement of fact or omits to state any material fact
necessary to make the statements therein taken as a whole,
in the light of the circumstances under which they were
made, not misleading; provided that to the extent any such
information, report, financial statement, exhibit or
schedule was based upon or constitutes a forecast or
projection, the Borrower represents only that it acted in
good faith and utilized reasonable assumptions and due care
in the preparation of such information, report, financial
statement, exhibit or schedule.

"SECTION 3.14. Employee Benefit Plans.  No ERISA Event has
occurred or is reasonably expected to occur that, when
taken together with all other such ERISA Events, could
reasonably be expected to result in a Material Adverse
Effect.  The accumulated benefit obligations (as defined in
Statement of Financial Accounting Standards No. 87) under
all Plans (based on the assumptions used for purposes of
Statement of Financial Accounting Standards No. 87)
did not, as of the last annual valuation dates applicable
thereto, exceed by more than $50,000,000 the fair market
value of the assets of all such Plans.

"SECTION 3.15. Environmental Matters.  Except with respect
to any matters that, individually or in the aggregate,
could not reasonably be expected to result in a Material
Adverse Effect, neither the Borrower nor any of the
Subsidiaries (i) has failed to comply with any
Environmental Law or to obtain, maintain or comply with any
permit, license or other approval required under any
Environmental Law, (ii) is subject to any Environmental
Liability, (iii) has received written notice of any claim
with respect to any Environmental Liability or (iv) knows
of any basis for any Environmental Liability of the
Borrower or the Subsidiaries.

"SECTION 3.16.  Senior Indebtedness.   The Loans and other
obligations hereunder constitute  "Senior Indebtedness"
under and as defined in the Subordinated Note
Documents.

	ARTICLE IV

IV	Conditions of Lending

The obligations of the Lenders to make Loans hereunder are
subject to the satisfaction of the following conditions:

"SECTION 4.01. All Borrowings.  On the date of each
Borrowing:

(a)  The Administrative Agent shall have received a notice
of such Borrowing as required by Section 2.03 or 2.04, as
applicable.

(b)  The representations and warranties set forth in
Article III hereof shall be true and correct in all
material respects on and as of the date of such
Borrowing with the same effect as though made on and as of
such date, except to the extent such representations and
warranties expressly relate to an earlier date.

(c)  At the time of and immediately after such Borrowing,
no Event of Default or Default shall have occurred and be
continuing.

Each Borrowing shall be deemed to constitute a
representation and warranty by the Borrower on the date of
such Borrowing as to the matters specified in paragraphs
(b) and (c) of this Section 4.01.

"SECTION 4.02. Closing Date.  On the Closing Date:

(a)  The Administrative Agent (or its counsel) shall have
received from each party hereto either (i) a counterpart of
this Agreement signed on behalf of such party or (ii)
written evidence satisfactory to the Administrative Agent
(which may include telecopy transmission of a signed
signature page of this Agreement) that such party has
signed a counterpart of this Agreement.

(b)  The Administrative Agent shall have received, on
behalf of itself and the Lenders a favorable written
opinion of each of (i) Bradford T. Smith, Chief Legal
Counsel of the Borrower, substantially to the effect set
forth in Exhibit E-1, and (ii) Davis Polk & Wardwell,
special counsel for the Borrower, substantially
to the effect set forth in Exhibit E-2, (A) dated the
Closing Date, (B) addressed to the Administrative Agent and
the Lenders, and (C) covering such other matters relating
to this Agreement and the Transactions as the
Administrative Agent shall reasonably request, and the
Borrower hereby requests such counsel to deliver such
opinions.

(c)  The Administrative Agent shall have received (i) a
copy of the certificate of incorporation, including all
amendments thereto, of the Borrower, certified as of a
recent date by the Secretary of State of the State of
Delaware, and a certificate as to the good standing of the
Borrower as of a recent date, from such Secretary of State;
(ii) a certificate of the Secretary or Assistant
Secretary of the Borrower dated the Closing Date and
certifying (A) that attached thereto is a true and complete
copy of the by-laws of the Borrower as in effect on the
Closing Date and at all times since a date prior to the
date of the resolutions described in clause (B) below, (B)
that attached thereto is a true and complete copy of
resolutions duly adopted by the Board of Directors of the
Borrower authorizing the execution, delivery and
performance of this Agreement and the borrowings hereunder,
and that such resolutions have not been modified, rescinded
or amended and are in full force and effect, (C) that the
certificate of incorporation of the Borrower has not been
amended since the date of the last amendment thereto shown
on the certificate of good standing furnished pursuant to
clause (i) above, and (D) as to the incumbency and specimen
signature of each officer executing this Agreement or
any other document delivered in connection herewith on
behalf of the Borrower; (iii) a certificate of another
officer as to the incumbency and specimen signature of the
Secretary or Assistant Secretary executing the certificate
pursuant to (ii) above; and (iv) such other documents
relating to the Borrower, this Agreement or the
Transactions as the Lenders or the Administrative Agent may
reasonably request.

(d)  The Administrative Agent shall have received a
certificate, dated the Closing Date and signed by a
Financial Officer of the Borrower, confirming compliance
with the conditions precedent set forth in paragraphs (b)
and (c) of Section 4.01.

(e)  The Administrative Agent shall have received all Fees
and other amounts due and payable on or prior to the
Closing Date, including, to the extent invoiced,
reimbursement or payment of all out-of-pocket expenses
required to be reimbursed or paid by the Borrower
hereunder.

(f) The Three-Year Credit Agreement shall have been
executed and delivered and the conditions precedent set
forth in Section 4.02 thereof satisfied or waived.

(g) All principal, interest, fees and other amounts
outstanding or due under the Existing Credit Agreement
shall have been paid in full, the commitments thereunder
terminated and all guarantees thereof released and
discharged, and the Administrative Agent shall have
received satisfactory evidence thereof.

(h) The  credit facilities provided for by this Agreement
and the Three-Year Credit Agreement shall be rated not
lower than BBB by S&P, and the Administrative Agent shall
have received satisfactory evidence thereof.


ARTICLE V
Affirmative Covenants


The Borrower covenants and agrees with each Lender that
until the Commitments have been terminated and the
principal of and interest on each Loan, all Fees and all
other expenses or amounts payable hereunder shall
have been paid in full, unless the Required Lenders shall
otherwise consent in writing, the Borrower will, and will
cause each of the Subsidiaries to:

"SECTION 5.01. Existence; Businesses and Properties.  (a)
Do or cause to be done all things necessary to preserve,
renew and keep in full force and effect its legal
existence, except as otherwise expressly permitted under
Section 6.04.

(b)  Do or cause to be done all things necessary to obtain,
preserve, renew, extend and keep in full force and effect
its rights, licenses, permits, franchises, authorizations,
patents, copyrights, trademarks and trade names,
and comply in all material respects with all applicable
laws, rules, regulations and decrees and orders of any
Governmental Authority, in each case except where the
failure to do so could not reasonably be expected to
result in a Material Adverse Effect.

"SECTION 5.02. Insurance.  Maintain with responsible and
reputable insurance companies insurance, to such extent and
against such risks as is customary with companies in the
same or similar businesses operating in the same or similar
locations.

"SECTION 5.03. Obligations and Taxes.  Pay its Indebtedness
and other obligations, including Taxes, before the same
shall become delinquent or in default, except where (a) the
validity or amount thereof shall be contested in good faith
by appropriate proceedings and the Borrower shall have set
aside on its books adequate reserves with respect thereto
in accordance with GAAP or (b) to the extent that the
failure to do so could not reasonably be expected to
result in a Material Adverse Effect.

"SECTION 5.04. Financial Statements, Reports, etc.  In the
case of the Borrower, furnish to the Administrative Agent
and each Lender:

(a) within 105 days after the end of each fiscal year, its
consolidated balance sheet and related statements of
income, stockholders' equity and cash flows as of the close
of and for such fiscal year, together with comparative
figures for the immediately preceding fiscal year, all
audited by PricewaterhouseCoopers LLP or other independent
public accountants of recognized national standing and
accompanied by an opinion of such accountants (which
shall not be qualified in any material respect) to the
effect that such consolidated financial statements present
fairly in all material respects the financial condition and
results of operations of the Borrower and its consolidated
Subsidiaries on a consolidated basis in accordance with
GAAP consistently applied;


(b) within 50 days after the end of each of the first three
fiscal quarters of each fiscal year, its consolidated
balance sheet and related statements of income,
stockholders' equity and cash flows as of the close of and
for such fiscal quarter and the then elapsed portion of the
fiscal year, and comparative figures for the same
periods in the immediately preceding fiscal year, all
certified by one of its Financial Officers as presenting
fairly in all material respects the financial condition and
results of operations of the Borrower and its consolidated
Subsidiaries on a consolidated basis in accordance
with GAAP consistently applied, subject to normal year-end
audit adjustments and the absence of footnotes;

(c) concurrently with any delivery of financial statements
under paragraph (a) or (b) above, a certificate of a
Financial Officer (A) certifying that no Event of Default
or Default has occurred or, if such an Event of Default or
Default has occurred, specifying the nature and extent
thereof and any corrective action taken or proposed to be
taken with respect thereto, (B) setting forth computations
in reasonable detail satisfactory to the Administrative
Agent demonstrating compliance with the covenants contained
in Sections 6.07 and 6.08 and (C) stating whether any
change in GAAP or in the application thereof has occurred
since the date of the audited financial statements referred
to in Section 3.05 and, if any such change has occurred,
specifying the effect of such change on the financial
statements accompanying such certificate;

(d) promptly after the same become publicly available,
copies of all periodic and other reports, proxy statements
and other materials filed by the Borrower or any Subsidiary
with the Securities and Exchange Commission, or any
Governmental Authority succeeding to any or all of the
functions of said Commission, or with any national
securities exchange, or distributed to its shareholders, as
the case may be;

(e) promptly after the receipt thereof by the Borrower or
any of its Subsidiaries, a copy of any "management letter"
received by any such person from its certified public
accountants and the management's response thereto; and

(f) promptly, from time to time, such other information
regarding the operations, business affairs and financial
condition of the Borrower or any Subsidiary, or compliance
with the terms of this Agreement, as the Administrative
Agent or any Lender may reasonably request.

"SECTION 5.05. Litigation and Other Notices.  In the case
of the Borrower, furnish to the Administrative Agent and
each Lender prompt written notice of the following:

(a) any Event of Default or Default, specifying the nature
and extent thereof and the corrective action (if any) taken
or proposed to be taken with respect thereto;

(b) the filing or commencement of, or any threat or notice
of intention of any person to file or commence, any action,
suit or proceeding, whether at law or in equity or by or
before any Governmental Authority, against the Borrower or
any Affiliate thereof that could reasonably be expected to
result in a Material Adverse Effect;

(c) any change in the rating by S&P of the Index Debt; and

(d) the occurrence of any ERISA Event that, alone or
together with any other ERISA Events that have occurred,
could reasonably be expected to result in a Material
Adverse Effect.


"SECTION 5.06. Maintaining Records; Access to Properties
and Inspections.   Keep books of record and account in
conformity with GAAP and all requirements of law in
relation to its business and activities.  The Borrower
will, and will cause each of its Subsidiaries to, permit
any representatives designated by the Administrative Agent
or any Lender, upon reasonable prior notice, to visit and
inspect the financial records and the properties of the
Borrower or any Subsidiary at reasonable times and as often
as reasonably requested and to make extracts from and
copies of such financial records, and permit any
representatives designated by the Administrative Agent or
any Lender to discuss the affairs, finances and condition
of the Borrower or any Subsidiary with the officers thereof
and independent accountants therefor.

"SECTION 5.07. Use of Proceeds.  Use the proceeds of the
Loans only for the purposes set forth in the preamble to
this Agreement.


ARTICLE VI

Negative Covenants


The Borrower covenants and agrees with each Lender that,
until the Commitments have been terminated and the
principal of and interest on each Loan, all Fees and all
other expenses or amounts payable hereunder have
been paid in full, unless the Required Lenders shall
otherwise consent in writing, the Borrower will not, and
will not cause or permit any of the Subsidiaries to:

"SECTION 6.01. Subsidiary Indebtedness.  With respect to
the Subsidiaries, incur, create, issue, assume or permit to
exist any Indebtedness or preferred stock, except:

(a) Indebtedness or preferred stock existing on the date
hereof and having an aggregate principal amount (or, in the
case of preferred stock, an aggregate liquidation
preference) of less than $25,000,000 in the aggregate and,
in the case of any such Indebtedness, any extensions,
renewals or replacements thereof to the extent the
principal amount of such Indebtedness is not increased, and
such Indebtedness, if subordinated to the Loans, remains so
subordinated on terms no less favorable to the Lenders,
and the original obligors in respect of such Indebtedness
remain the only obligors thereon;

(b) Indebtedness created or existing (i) hereunder or
(ii) under the Three-Year Credit Agreement;

(c) intercompany Indebtedness or preferred stock to the
extent owing to or held by the Borrower or another
Subsidiary;

(d) Indebtedness of any Subsidiary incurred to finance the
acquisition, construction or improvement of any fixed or
capital assets, and extensions, renewals and replacements
of any such Indebtedness that do not increase the
outstanding principal amount thereof; provided that (i)
such Indebtedness is incurred prior to or within 180 days
after such acquisition or the completion of such
construction or improvement and (ii) the aggregate
principal amount of Indebtedness permitted by this Section
6.01(d), when combined with the aggregate principal amount
of all Capital Lease Obligations incurred pursuant to
Section 6.01(e) and all Indebtedness incurred pursuant to
Section  6.01(f), shall not exceed $100,000,000 at any
time outstanding;

(e) Capital Lease Obligations in an aggregate principal
amount, when combined with the aggregate principal amount
of all Indebtedness incurred pursuant to Section 6.01(d)
and Section 6.01(f), not in excess of $100,000,000 at any
time outstanding;


(f) Indebtedness of any person that becomes a Subsidiary
after the date hereof; provided that (i) such Indebtedness
exists at the time such person becomes a Subsidiary and is
not created in contemplation of or in connection with such
person becoming a Subsidiary, (ii) immediately before and
after such person becomes a Subsidiary, no Event of Default
or Default shall have occurred and be continuing and (iii)
the aggregate principal amount of Indebtedness permitted by
this clause (f), when combined with the aggregate principal
amount of all Indebtedness incurred pursuant to Section
6.01(d) and all Capital Lease Obligations incurred pursuant
to Section 6.01(e), shall not exceed $100,000,000 at any
time outstanding;

(g) Indebtedness under performance bonds or with respect
to workers' compensation claims, in each case incurred in
the ordinary course of business; and

(h) additional Indebtedness or preferred stock of the
Subsidiaries to the extent not otherwise permitted by the
foregoing clauses of this Section 6.01 in an aggregate
principal amount (or, in the case of preferred stock, with
an aggregate liquidation preference), when combined
(without duplication) with the amount of obligations of the
Borrower and its Subsidiaries secured by Liens pursuant to
Section 6.02(j), not to exceed $100,000,000 at any time
outstanding.

"SECTION 6.02. Liens.  Create, incur, assume or permit to
exist any Lien on any property or assets (including Equity
Interests or other securities of any person, including any
Subsidiary) now owned or hereafter acquired by it or on any
income or revenues or rights in respect of any thereof,
except:

(a) Liens on property or assets of the Borrower and its
Subsidiaries existing on the date hereof and encumbering
property or assets with a fair market value, and securing
obligations having an aggregate principal amount, in each
case less than $25,000,000 in the aggregate; provided that
(x) such Liens shall secure only those obligations which
they secure on the date hereof and extensions, renewals and
replacements thereof permitted hereunder and (y) such
Liens shall not apply to any other property or assets of
the Borrower or any of the Subsidiaries;

(b) any Lien existing on any property or asset prior to the
acquisition thereof by the Borrower or any Subsidiary or
existing on any property or asset of any person that
becomes a Subsidiary after the date hereof prior to the
time such person becomes a Subsidiary; provided that (i)
such Lien is not created in contemplation of or in
connection with such acquisition or such person becoming a
Subsidiary, as the case may be, (ii) such Lien does not
apply to any other property or assets of the Borrower or
any Subsidiary and (iii) such Lien shall secure only those
obligations which it secures on the date of such
acquisition or the date such person becomes a Subsidiary,
as the case may be and extensions, renewals and
replacements thereof permitted hereunder;

(c) Liens for taxes not yet due or which are being
contested in compliance with Section 5.03;

(d) carriers', warehousemen's, mechanics', materialmen's,
repairmen's or other like Liens arising in the ordinary
course of business and securing obligations that are not
overdue by more than 90 days or which are being contested
in compliance with Section 5.03;

(e) pledges and deposits made in the ordinary course of
business in compliance with workmen's compensation,
unemployment insurance and other social security laws or
regulations;

(f) deposits to secure the performance of bids, trade
contracts (other than for Indebtedness), leases (other than
Capital Lease Obligations), statutory obligations, surety
and appeal bonds, performance bonds and other obligations
of a like nature, in each case in the ordinary course of
business;


(g) zoning restrictions, easements, rights-of-way,
restrictions on use of real property and other similar
encumbrances incurred in the ordinary course of business
which, in the aggregate, are not substantial in amount and
do not materially detract from the value of the property
subject thereto or interfere with the ordinary conduct of
the business of the Borrower or any of its Subsidiaries;

(h) purchase money security interests in real property,
improvements thereto or equipment hereafter acquired (or,
in the case of improvements, constructed) by the Borrower
or any Subsidiary; provided that (i) such security
interests secure Indebtedness permitted by Section 6.01,
(ii) such security interests are incurred, and the
Indebtedness secured thereby is created, within 180 days
after such acquisition (or construction) and  (iii) such
security interests do not apply to any other property or
assets of the Borrower or any Subsidiary;

(i) Liens in respect of judgments that do not constitute an
Event of Default; and

(j) Liens not otherwise permitted by the foregoing clauses
of this Section 6.02 securing obligations otherwise
permitted by this Agreement in an aggregate principal and
face amount, when combined (without duplication) with the
amount of Indebtedness or preferred stock of Subsidiaries
incurred pursuant to Section 6.01(h), not to exceed
$100,000,000 at any time outstanding.

"SECTION 6.03. Sale and Lease-Back Transactions.  Enter
into any arrangement, directly or indirectly, with any
person whereby it shall sell or transfer any property, real
or personal, used or useful in its business, whether now
owned or hereafter acquired, and thereafter rent or lease
such property or other property which it intends to use for
substantially the same purpose or purposes as the property
being sold or transferred unless (a) the sale of such
property is permitted by Section 6.04 and (b) any Capital
Lease Obligations or Liens arising in connection therewith
are permitted by Sections 6.01 and 6.02, respectively.

"SECTION 6.04. Mergers, Consolidations and Sales of Assets.
Merge into or consolidate with any other person, or permit
any other person to merge into or consolidate with it, or
sell, transfer, lease or otherwise dispose of (in one
transaction or in a series of transactions) all or
substantially all the assets (whether now owned or
hereafter acquired) of the Borrower, except that, if at the
time thereof and immediately after giving effect thereto no
Event of Default or Default shall have occurred and be
continuing, (a) any person may merge into the Borrower in a
transaction in which the Borrower is the surviving
corporation and (b) any person, other than the Borrower,
may merge into or consolidate with any Subsidiary in a
transaction in which the surviving entity is a Subsidiary.

"SECTION 6.05. Restricted Payments.  Declare or make, or
agree to declare or make, directly or indirectly, any
Restricted Payment (including pursuant to any Synthetic
Purchase Agreement), or incur any obligation (contingent or
otherwise) to do so; provided, however, that (i) any
Subsidiary may declare and pay dividends or make other
distributions ratably to holders of Equity Interests in it,
(ii) the Borrower may declare and pay dividends or make
other distributions of its Equity Interests and (iii) so
long as no Default or Event of Default shall have occurred
and be continuing or would result therefrom, the Borrower
and the Subsidiaries may declare and make, directly or
indirectly, additional Restricted Payments to the extent
not otherwise permitted by the foregoing clauses of this
Section 6.05 in an aggregate amount not to exceed
$300,000,000.

"SECTION 6.06. Business of Borrower and Subsidiaries.
Engage to any material extent in any business or business
activity other than businesses of the type currently
conducted by the Borrower and the Subsidiaries and
business activities reasonably related thereto.

"SECTION 6.07.Interest Coverage Ratio.   Permit the
Interest Coverage Ratio for any period of four consecutive
fiscal quarters, in each case taken as one accounting
period, to be less than 5.0 to 1.0.

"SECTION 6.08. Maximum Leverage Ratio.   Permit the
Leverage Ratio for any period of four consecutive fiscal
quarters, in each case taken as one accounting period, to
be greater than 2.5 to 1.0.

"SECTION 6.09. Hedging Agreements .  Enter into any Hedging
Agreement other than non-speculative Hedging Agreements
entered into to hedge or mitigate risks to which the
Borrower or a Subsidiary is exposed in the ordinary course
of the conduct of its business or the management of its
liabilities.



ARTICLE VII

Events of Default

In case of the happening of any of the following events
("Events of Default"):

(a) any representation or warranty made or deemed made in
or in connection with this Agreement or the Borrowings
hereunder, or any representation, warranty, statement or
information contained in any report, certificate, financial
statement or other instrument furnished in connection
with or pursuant to this Agreement shall prove to have been
false or misleading in any material respect when so made,
deemed made or furnished;

(b) default shall be made in the payment of any principal
of any Loan when and as the same shall become due and
payable, whether at the due date thereof or at a date fixed
for prepayment thereof or by acceleration thereof or
otherwise;

(c) default shall be made in the payment of any interest on
any Loan or any Fee or any other amount (other than an
amount referred to in (b) above) due under this Agreement,
when and as the same shall become due and payable, and such
default shall continue unremedied for a period of
five Business Days;

(d) default shall be made in the due observance or
performance by the Borrower or any Subsidiary of any
covenant, condition or agreement contained in Section
5.01(a) (with respect to the Borrower), 5.05(a) or 5.07
or in Article VI;

(e) default shall be made in the due observance or
performance by the Borrower or any Subsidiary of any
covenant, condition or agreement contained in this
Agreement (other than those specified in (b), (c) or (d)
above) and such default shall continue unremedied for a
period of 30 days after notice thereof from the
Administrative Agent to the Borrower (which notice will be
given at the request of any Lender);

(f) (i) the Borrower or any Material Subsidiary shall (i)
fail to pay any principal or interest, regardless of
amount, due in respect of any Material Indebtedness, when
and as the same shall become due and payable (after giving
effect to any applicable grace period), or (ii) any other
event or condition occurs (after giving effect to any
applicable grace period) that results in any Material
Indebtedness becoming due prior to its scheduled
maturity or that enables or permits the holder or holders
of any Material Indebtedness or any trustee or agent on its
or their behalf to cause any Material Indebtedness to
become due, or to require the prepayment, repurchase,
redemption or defeasance thereof, prior to its scheduled
maturity; provided that this clause (ii) shall not apply to
secured Indebtedness that becomes due as a result of the
voluntary sale or transfer of the property or assets
securing such Indebtedness;


(g) an involuntary proceeding shall be commenced or an
involuntary petition shall be filed in a court of competent
jurisdiction seeking (i) relief in respect of the Borrower
or any Material Subsidiary, or of a substantial
part of the property or assets of the Borrower or a
Material Subsidiary, under Title 11 of the United States
Code, as now constituted or hereafter amended, or any other
Federal, state or foreign bankruptcy, insolvency,
receivership or similar law, (ii) the appointment of a
receiver, trustee, custodian, sequestrator, conservator or
similar official for the Borrower or any Material
Subsidiary or for a substantial part of the property or
assets of the Borrower or a Material Subsidiary or (iii)
the winding-up or liquidation of the Borrower or any
Material Subsidiary; and such proceeding or petition
shall continue undismissed for 60 days or an order or
decree approving or ordering any of the foregoing shall be
entered;

(h) the Borrower or any Material Subsidiary shall (i)
voluntarily commence any proceeding or file any petition
seeking relief under Title 11 of the United States Code, as
now constituted or hereafter amended, or any other Federal,
state or foreign bankruptcy, insolvency, receivership or
similar law, (ii) consent to the institution of, or fail to
contest in a timely and appropriate manner, any proceeding
or the filing of any petition described in (g) above, (iii)
apply for or consent to the appointment of a receiver,
trustee, custodian, sequestrator, conservator or similar
official for the Borrower or any Material Subsidiary or for
a substantial part of the property or assets of the
Borrower or any Material Subsidiary, (iv) file an answer
admitting the material allegations of a petition filed
against it in any such proceeding, (v) make a general
assignment for the benefit of creditors, (vi) become
unable, admit in writing its inability or fail generally to
pay its debts as they become due or (vii) take any action
for the purpose of effecting any of the foregoing;

(i) one or more judgments for the payment of money in an
amount in excess of $50,000,000 individually or $75,000,000
in the aggregate shall be rendered against the Borrower,
any Material Subsidiary or any combination thereof and the
same shall remain undischarged for a period of 30
consecutive days during which execution shall not be
effectively stayed, or any action shall be legally taken by
a judgment creditor to levy upon assets or properties of
the Borrower or any Material Subsidiary to enforce
any such judgment; provided, however, that any such
judgment shall not be an Event of Default under this
paragraph (i) if and for so long as (i) the entire amount
of such judgment is covered by a valid and binding policy
of insurance between the defendant and the insurer covering
payment thereof and (ii) such insurer, which shall be rated
at least "A" by A.M. Best Company, has been notified of,
and has not disputed the claim made for payment of the
amount of such judgment;.

(j) one or more ERISA Events shall have occurred that
results in liability of the Borrower and its ERISA
Affiliates exceeding $50,000,000 individually or
$75,000,000 in the aggregate; or

(k) there shall have occurred a Change in Control;then, and
in every such event (other than an event with respect to
the Borrower described in paragraph (g) or (h) above), and
at any time thereafter during the continuance of such
event, the Administrative Agent may, and at the request of
the Required Lenders shall, by notice to the Borrower, take
either or both of the following actions, at the same or
different times:  (i) terminate forthwith the Commitments
and (ii) declare the Loans then outstanding to be forthwith
due and payable in whole or in part, whereupon the
principal of the Loans so declared to be due and payable,
together with accrued interest thereon and any unpaid
accrued Fees and all other liabilities of the Borrower
accrued hereunder, shall become forthwith due and payable,
without presentment, demand, protest or any other notice
of any kind, all of which are hereby expressly waived by
the Borrower, anything contained hereinto the contrary
notwithstanding; and in any event with respect to the
Borrower described in paragraph (g) or (h) above, the
Commitments shall automatically terminate and the principal
of the Loans then outstanding, together with accrued
interest thereon and any unpaid accrued Fees and all other
liabilities of the Borrower accrued hereunder, shall
automatically become due and payable, without presentment,
demand, protest or any other notice of any kind, all of
which are hereby expressly waived by the Borrower, anything
contained herein to the contrary notwithstanding.


ARTICLE VIII

The Administrative Agent

Each of the Lenders hereby irrevocably appoints the
Administrative Agent its agent and authorizes the
Administrative Agent to take such actions on its behalf and
to exercise such powers as are delegated to the
Administrative Agent by the terms of this Agreement,
together with such actions and powers as are reasonably
incidental thereto.

The bank serving as the Administrative Agent hereunder
shall have the same rights and powers in its capacity as a
Lender as any other Lender and may exercise the same as
though it were not the Administrative Agent, and such bank
and its Affiliates may accept deposits from, lend money to
and generally engage in any kind of business with the
borrower or any Subsidiary or other Affiliate thereof as if
it were not the Administrative Agent hereunder.

The Administrative Agent shall not have any duties or
obligations except those expressly set forth in this
Agreement.  Without limiting the generality of the
foregoing, (a) the Administrative Agent shall not be
subject to any fiduciary or other implied duties,
regardless of whether a Default has occurred and is
continuing, (b) the Administrative Agent shall not have any
duty to take any discretionary action or exercise any
discretionary powers, except discretionary rights and
powers expressly contemplated by this Agreement that the
Administrative Agent is required to exercise in writing
by the Required Lenders (or such other number or percentage
of the Lenders as shall be necessary under the
circumstances as provided in Section 9.08),
and (c) except as expressly set forth herein, the
Administrative Agent shall not have any duty to disclose,
and shall not be liable for the failure to disclose, any
information relating to the Borrower or any of the
Subsidiaries that is communicated to or obtained by the
bank serving as Administrative Agent or any of its
Affiliates in any capacity.  The Administrative Agent
shall not be liable for any action taken or not taken by it
with the consent or at the request of the Required Lenders
(or such other number or percentage of the Lenders as shall
be necessary under the circumstances as provided in
Section 9.08) or in the absence of its own gross negligence
or wilful misconduct.  The Administrative Agent shall not
be deemed to have knowledge of any Default unless and until
written notice thereof is given to the Administrative Agent
by the Borrower or a Lender, and the Administrative Agent
shall not be responsible for or have any duty to
ascertain or inquire into (i) any statement, warranty or
representation made in or in connection with this
Agreement, (ii) the contents of any certificate,
report or other document delivered thereunder or in
connection therewith, (iii) the performance or observance
of any of the covenants, agreements or other terms or
conditions set forth herein, (iv) the validity,
enforceability, effectiveness or genuineness of this
Agreement or any other agreement, instrument or document,
or (v) the satisfaction of any condition set forth in
Article IV or elsewhere herein, other than to confirm
receipt of items expressly required to be delivered to the
Administrative Agent.

The Administrative Agent shall be entitled to rely upon,
and shall not incur any liability for relying upon, any
notice, request, certificate, consent, statement,
instrument, document or other writing believed by it to
be genuine and to have been signed or sent by the proper
person.  The Administrative Agent may also rely upon any
statement made to it orally or by telephone and believed by
it to have been made by the proper person, and shall not
incur any liability for relying thereon.  The
Administrative Agent may consult with legal counsel (who
may be counsel for the Borrower), independent accountants
and other experts selected by it, and shall not be liable
for any action taken or not taken by it in accordance with
the advice of any such counsel, accountants or experts.

The Administrative Agent may perform any and all its duties
and exercise its rights and powers by or through any one or
more sub-agents appointed by it.  The Administrative Agent
and any such sub-agent may perform any and all its duties
and exercise its rights and powers by or through their
respective Related Parties.  The exculpatory provisions of
the preceding paragraphs shall apply to any such sub-agent
and to the Related Parties of each Administrative Agent and
any such sub-agent, and shall apply to their respective
activities in connection with the syndication of the credit
facilities provided for herein as well as activities as
Administrative Agent.

Subject to the appointment and acceptance of a successor
Administrative Agent as provided below, the Administrative
Agent may resign at any time by notifying the Lenders and
the Borrower.  Upon any such resignation, the Required
Lenders shall have the right, with the consent
of the Borrower (such consent not to be unreasonably
withheld or delayed), to appoint a successor.  If no
successor shall have been so appointed by the
Required Lenders and shall have accepted such appointment
within 30 days after the retiring Administrative Agent
gives notice of its resignation, then the retiring
Administrative Agent may, on behalf of the Lenders, appoint
a
successor Administrative Agent which shall be a bank with
an office in New York, New York, or an Affiliate of any
such bank, that is acceptable to the Borrower (which shall
not unreasonably withhold its approval).  Upon the
acceptance of its appointment as Administrative Agent
hereunder by a successor, such successor shall succeed to
and become vested with all the rights, powers, privileges
and duties of the retiring Administrative Agent,
and the retiring Administrative Agent shall be discharged
from its duties and obligations hereunder. The fees payable
by the Borrower to a successor Administrative  shall be the
same as those payable to its predecessor unless
otherwise agreed between the Borrower and such successor.
After  the Administrative Agent's resignation hereunder,
the provisions of this Article and Section 9.05 shall
continue in effect for the benefit of such retiring
Administrative Agent, its sub-agents and their respective
Related Parties in respect of any actions taken or omitted
to be taken by any of them while acting as Administrative
Agent.

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


ARTICLE IX

Miscellaneous


"SECTION 9.01. Notices.  Notices and other communications
provided for herein shall be in writing and shall be
delivered by hand or overnight courier service, mailed by
certified or registered mail or sent by telecopy, as
follows:

(a) if to the Borrower, to it at 231 Maple Avenue,
Burlington, NC 27215,  Attention of Wesley R. Elingburg
(Telecopy No. (336) 436-1066);

(b) if to the Administrative Agent, to Credit Suisse First
Boston, Eleven Madison Avenue, New York, NY 10010,
Attention of Ronald Davis, Agency Group (Telecopy No. (212)
325-8304, with a copy to Credit Suisse First Boston, at
Eleven Madison Avenue, New York, NY 10010, Attention of
Agency Group Manager  (Telecopy No. (212) 325-8304); and

(c) if to a Lender, to it at its address (or telecopy
number) set forth on Schedule 2.01 or in the Assignment and
Acceptance pursuant to which such Lender shall have become
a party hereto.

All notices and other communications given to any party
hereto in accordance with the provisions of this Agreement
shall be deemed to have been given on the date of receipt.

"SECTION 9.02. Survival of Agreement.  All covenants,
agreements, representations and warranties made by the
Borrower herein and in the certificates or other
instruments prepared or delivered in connection with or
pursuant to this Agreement shall be considered to have been
relied upon by the Lenders and shall survive the making by
the Lenders of the Loans, regardless of any investigation
made by the Lenders or on their behalf, and shall continue
in full force and effect as long as the principal of or any
accrued interest on any Loan or any Fee or any other amount
payable under this Agreement is outstanding and unpaid and
so long as the Commitments have not been terminated.  The
provisions of Sections 2.13, 2.15, 2.19 and 9.05 shall
remain operative and in full force and effect regardless of
the expiration of the term of this Agreement, the
consummation of the transactions contemplated hereby, the
repayment of any of the Loans, the expiration of
the Commitments, the invalidity or unenforceability of any
term or provision of this Agreement, or any investigation
made by or on behalf of the Administrative Agent or any
Lender.

"SECTION 9.03. Binding Effect.  This Agreement shall become
effective when it shall have been executed by the Borrower
and the Administrative Agent and when the Administrative
Agent shall have received counterparts hereof which, when
taken together, bear the signatures of each of the other
parties hereto.

"SECTION 9.04. Successors and Assigns.  (a)  Whenever in
this Agreement any of the parties hereto is referred to,
such reference shall be deemed to include the permitted
successors and assigns of such party; and all covenants,
promises and agreements by or on behalf of the Borrower,
the Administrative Agent or the Lenders that are contained
in this Agreement shall bind and inure to the benefit of
their respective successors and assigns.

(b)  Each Lender may assign to one or more assignees all or
a portion of its interests, rights and obligations under
this Agreement (including all or a portion of its
Commitment and the Loans at the time owing to it);
provided, however, that (i) except in the case of an
assignment to a Lender or an Affiliate of a Lender, (x) the
Borrower and the Administrative Agent must give their prior
written consent to such assignment (which consent shall not
be unreasonably withheld or delayed); provided, however,
that the consent of the Borrower shall not be required to
any such assignment during the continuance of any Event of
Default described in paragraph (g) or (h) of Article VII,
and (y) the amount of the Commitment of the assigning
Lender subject to each such assignment (determined as of
the date the Assignment and Acceptance with respect to
such assignment is delivered to the Administrative Agent)
shall not be less than $5,000,000 (or, if less, the entire
remaining amount of such Lender's Commitment), (ii) each
such assignment shall be of a constant, and not a
varying, percentage of all the assigning Lender's rights
and obligations under this Agreement, (iii) the parties to
each such assignment shall execute and deliver to the
Administrative Agent an Assignment and Acceptance, together
with a processing and recordation fee of $3,500 and (iv)
the assignee, if it shall not be a Lender, shall deliver to
the Administrative Agent an Administrative Questionnaire
and applicable tax forms.  Upon acceptance and recording
pursuant to paragraph (e) of this Section 9.04, from and
after the effective date specified in each Assignment and
Acceptance, (A) the assignee thereunder shall be a party
hereto and, to the extent of the interest assigned by such
Assignment and Acceptance, have the rights and obligations
of a Lender under this Agreement and (B) the assigning
Lender thereunder shall, to the extent of the interest
assigned by such Assignment and Acceptance, be released
from its obligations under this Agreement (and, in the case
of an Assignment and Acceptance covering all or the
remaining portion of an assigning Lender's rights and
obligations under this Agreement, such Lender shall cease
to be a party hereto but shall continue to be entitled to
the benefits of Sections 2.13, 2.15, 2.19 and 9.05, as well
as to any Fees accrued for its account and not yet paid).
Notwithstanding the foregoing, any Lender assigning its
rights and obligations under this Agreement may retain any
Competitive Loans made by it outstanding at such time, and
in such case shall retain its rights hereunder in respect
of any such Loans so retained until such Loans have been
repaid in full in accordance with this Agreement.


(c)  By executing and delivering an Assignment and
Acceptance, the assigning Lender thereunder and the
assignee thereunder shall be deemed to confirm to and agree
with each other and the other parties hereto as follows:
(i) such assigning Lender warrants that it is the legal and
beneficial owner of the interest being assigned thereby
free and clear of any adverse claim and that its
Commitment, and the outstanding balances of its Revolving
Loans and Competitive Loans, in each case without giving
effect to assignments thereof which have not become
effective, are as set forth in such Assignment and
Acceptance, (ii) except as set forth in (i) above, such
assigning Lender makes no representation or warranty and
assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with
this Agreement, or the execution, legality, validity,
enforceability, genuineness, sufficiency or value of this
Agreement or any other instrument or document furnished
pursuant hereto, or the financial condition of the Borrower
or any Subsidiary or the performance or observance by the
Borrower or any Subsidiary of any of its obligations under
this Agreement or any other instrument or document
furnished pursuant hereto; (iii) such assignee represents
and warrants that it is legally authorized to enter into
such Assignment and Acceptance; (iv) such assignee confirms
that it has received a copy of this Agreement, together
with copies of the most recent financial statements
referred to in Section 3.05 or delivered pursuant to
Section 5.04 and such other documents and information as it
has deemed appropriate to make its own credit analysis and
decision to enter into such Assignment and Acceptance; (v)
such assignee will independently and without reliance upon
the Administrative Agent, such assigning Lender or
any other Lender and based on such documents and
information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not
taking action under this Agreement; (vi) such assignee
appoints and authorizes the Administrative Agent to take
such action as agent on its behalf and to exercise such
powers under this Agreement as are delegated to the
Administrative Agent by the terms hereof, together with
such powers as are reasonably incidental thereto; and (vii)
such assignee agrees that it will perform in accordance
with their terms all the obligations which by the terms
of this Agreement are required to be performed by it as a
Lender.

(d)  The Administrative Agent, acting for this purpose as
an agent of the Borrower, shall maintain at one of its
offices in The City of New York a copy of each Assignment
and Acceptance delivered to it and a register for the
recordation of the names and addresses of the Lenders, and
the Commitment of, and principal amount of the Loans owing
to, each Lender pursuant to the terms hereof from time to
time (the "Register").  The entries in the Register shall
be conclusive 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.

(e)  Upon its receipt of a duly completed Assignment and
Acceptance executed by an assigning Lender and an assignee,
an Administrative Questionnaire completed in respect of the
assignee (unless the assignee shall already be a Lender
hereunder), the processing and recordation fee referred to
in paragraph (b) above and, if required, the written
consent of the Borrower and the Administrative Agent to
such assignment, the Administrative Agent shall (i) accept
such Assignment and Acceptance and (ii) record the
information contained therein in the Register.
 No assignment shall be effective unless it has been
recorded in the Register as provided in this paragraph (e).


(f)  Each Lender may without the consent of the Borrower or
the Administrative Agent sell participations to one or more
banks or other entities in all or a portion of its rights
and obligations under this Agreement (including all or a
portion of its Commitment and the Loans owing to it);
provided, however, 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, (iii) the
participating banks or other entities shall be entitled to
the benefit of the cost protection provisions contained in
Sections 2.13, 2.15 and 2.19 to the same extent as if they
were Lenders (but, with respect to any particular
participant, to no greater extent than the Lender that sold
the participation to such participant) and (iv) the
Borrower, the Administrative Agent and the Lenders shall
continue to deal solely and directly with such Lender in
connection with such Lender's rights and obligations under
this Agreement, and such Lender shall retain the sole right
to enforce the obligations of the Borrower relating to the
Loans and to approve any amendment, modification
or waiver of any provision of this Agreement (other than
amendments, modifications or waivers decreasing any fees
payable hereunder or the amount of principal of or the rate
at which interest is payable on the Loans, extending any
scheduled principal payment date or date fixed for the
payment of interest on the Loans or increasing or extending
the Commitments).

(g)  Any Lender or participant may, in connection with any
assignment or participation or proposed assignment or
participation pursuant to this Section 9.04, disclose to
the assignee or participant or proposed assignee or
participant any information relating to the Borrower
furnished to such Lender by or on behalf of the Borrower;
provided that, prior to any such disclosure of information
designated by the Borrower as confidential, each such
assignee or participant or proposed assignee or participant
shall execute an agreement whereby such assignee or
participant shall agree (subject to customary exceptions)
to preserve the confidentiality of such confidential
information on terms no less restrictive than those
applicable to the Lenders pursuant to Section 9.16.

(h)  Any Lender may at any time assign all or any portion
of its rights under this Agreement to secure extensions of
credit to such Lender or in support of obligations owed by
such Lender; provided that no such assignment shall release
a Lender from any of its obligations hereunder or
substitute any such assignee for such Lender as a party
hereto.

(i)   Notwithstanding anything to the contrary contained
herein, any Lender (a "Granting Lender") may grant to a
special purpose funding vehicle (an "SPC"), identified as
such in writing from time to time by the Granting Lender to
the Administrative Agent and the Borrower, the option
to provide to the Borrower all or any part of any Loan that
such Granting Lender would otherwise be obligated to make
to the Borrower pursuant to this Agreement; provided that
(i) nothing herein shall constitute a commitment by any SPC
to make any Loan and (ii) if an SPC elects not to
exercise such option or otherwise fails to provide all or
any part of such Loan, the Granting Lender shall be
obligated to make such Loan pursuant to the terms hereof.
The making of a Loan by an SPC hereunder shall utilize the
Commitment of the Granting Lender to the same extent, and
as if, such Loan were made by such Granting Lender.  Each
party hereto hereby agrees that no SPC shall be liable for
any indemnity or similar payment obligation under this
Agreement (all liability for which shall remain with the
Granting Lender).  In furtherance of the foregoing, each
party hereto hereby agrees (which agreement shall survive
the termination of this Agreement) that, prior to the date
that is one year and one day after the payment in full of
all outstanding commercial paper or other senior
indebtedness of any SPC, it will not institute against, or
join any other person in instituting against, such SPC any
bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings under the laws of the
United States or any State thereof.  In addition,
notwithstanding anything to the contrary contained in this
Section 9.04, any SPC may (i) with notice to, but without
the prior written consent of, the Borrower and the
Administrative Agent and without paying any processing fee
therefor, assign all or a portion of its interests in any
Loans to the Granting Lender or to any financial
institutions (consented to by the Borrower and
Administrative Agent) providing liquidity and/or credit
support to or for the account of such SPC to support the
funding or maintenance of Loans and (ii) disclose on a
confidential basis any non-public information relating to
its Loans to any rating agency, commercial paper dealer or
provider of any surety, guarantee or credit or liquidity
enhancement to such SPC.

(j)  The Borrower shall not assign or delegate any of its
rights or duties hereunder without the prior written
consent of the Administrative Agent and each Lender, and
any attempted assignment without such consent
shall be null and void.


SECTION 9.05. Expenses; Indemnity. tc \l2 "SECTION 9.05.
Expenses; Indemnity.  (a)  The Borrower agrees to pay all
reasonable out-of-pocket expenses incurred by the
Administrative Agent in connection with the syndication of
the credit facilities provided for herein and the
preparation and administration of this Agreement or in
connection with any amendments, modifications or waivers of
the provisions hereof (whether or not the transactions
hereby or thereby contemplated shall be consummated) or
incurred by the Administrative Agent or any Lender in
connection with the enforcement or protection of its rights
in connection with this Agreement or in connection with the
Loans made hereunder, including the reasonable fees,
charges and disbursements of Cravath, Swaine & Moore,
counsel for the Administrative Agent, and, in connection
with any such enforcement or protection, the reasonable
fees, charges and disbursements of any other counsel for
the Administrative Agent or any Lender.

(b)  The Borrower agrees to indemnify the Administrative
Agent, each Lender and each Related Party of any of the
foregoing persons (each such person being called an
"Indemnitee") against, and to hold each Indemnitee harmless
from, any and all losses, claims, damages, liabilities
and related expenses, including reasonable counsel fees,
charges and disbursements, incurred by or asserted against
any Indemnitee (other than Taxes, Other Taxes or amounts
that would be Other Taxes if imposed by the United States
of America or any political subdivision thereof) arising
out of, in any way connected with, or as a result of (i)
the execution or delivery of this Agreement or any
agreement or instrument contemplated thereby, the
performance by the parties thereto of their respective
obligations thereunder or the consummation of the
Transactions and the other transactions contemplated
thereby, (ii) the use of the proceeds of the Loans, or
(iii) any claim, litigation, investigation or proceeding
relating to any of the foregoing, whether or not any
Indemnitee is a party thereto; provided that such
indemnity shall not, as to any Indemnitee, be available to
the extent that such losses, claims, damages, liabilities
or related expenses (x) are determined by a court of
competent jurisdiction by final and nonappealable judgment
(a "Final Judgment") to have resulted from the gross
negligence or wilful misconduct of such Indemnitee or (y)
arise from any legal proceedings
commenced against any Lender by any other Lender (other
than legal proceedings against the Administrative Agent in
its capacity as such) or in which a Final Judgment is
rendered in the Borrower's favor against such Indemnitee.

(c)  To the extent that the Borrower fails to pay any
amount required to be paid by it to the Administrative
Agent under paragraph (a) or (b) of this Section, each
Lender severally agrees to pay to the Administrative
Agent such Lender's pro rata share (determined as of the
time that the applicable unreimbursed expense or indemnity
payment is sought) of such unpaid amount; provided that the
unreimbursed expense or indemnified loss, claim, damage,
liability or related expense, as the case may be, was
incurred by or asserted against the Administrative Agent in
its capacity as such.  For purposes hereof, a Lender's "pro
rata share" shall be determined based upon its share of the
sum of the Aggregate Revolving Credit Exposure and unused
Commitments at the time.

(d)  To the extent permitted by applicable law, the
Borrower shall not assert, and hereby waives, any claim
against any Indemnitee, on any theory of liability, for
special, indirect, consequential or punitive damages
(as opposed to direct or actual damages) arising out of, in
connection with, or as a result of, this Agreement or any
agreement or instrument contemplated hereby, the
Transactions, any Loan or the use of the proceeds thereof.

(e)  All amounts due under this Section 9.05 shall be
payable not later than 15 days after written demand
therefor.

SECTION 9.06. Right of Setoff. tc \l2 "SECTION 9.06. Right
of Setoff.  If an Event of Default shall have occurred and
be continuing, each Lender is hereby authorized at any time
and from time to time, except to the extent prohibited by
law, to set off and apply any and all deposits (general
or special, time or demand, provisional or final) at any
time held and other indebtedness at any time owing by such
Lender to or for the credit or the account of the Borrower
against any of and all the obligations of the Borrower now
or hereafter existing under this Agreement held by such
Lender, irrespective of whether or not such Lender shall
have made any demand under this Agreement and although such
obligations may be unmatured.  The rights of each Lender
under this Section 9.06 are in addition to other rights and
remedies (including other rights of setoff) which such
Lender may have.

"SECTION 9.07. Applicable Law.  THIS AGREEMENT  SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF
THE STATE OF NEW YORK.


"SECTION 9.08. Waivers; Amendment.  (a)  No failure or
delay of the Administrative Agent or any Lender in
exercising any power or right hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of
any such right or power, or any abandonment or
discontinuance of steps to enforce such a right or power,
preclude any other or further exercise thereof or the
exercise of any other right or power.  The rights and
remedies of the Administrative Agent and the Lenders
hereunder are cumulative and are not exclusive of any
rights or remedies that they would otherwise have.  No
waiver of any provision of this Agreement or consent to any
departure by the Borrower therefrom shall in any event be
effective unless the same shall be permitted by paragraph
(b) below, and then such waiver or consent shall be
effective only in the specific instance and for the purpose
for which given.  No notice or demand on the Borrower in
any case shall entitle the Borrower to any other or further
notice or demand in similar or other circumstances.

(b)  Neither this Agreement nor any provision hereof may be
waived, amended or modified except pursuant to an agreement
or agreements in writing entered into by the Borrower and
the Required Lenders; provided, however, that no such
agreement shall (i) decrease the principal amount of, or
extend the maturity of or any scheduled principal
payment date or date for the payment of any interest on any
Loan, or waive or excuse any such payment or any part
thereof, or decrease the rate of interest on any Loan,
without the prior written consent of each Lender affected
thereby, (ii) increase or extend the Commitment or decrease
or extend the date for payment of any Fees of any Lender
without the prior written consent of such Lender, (iii)
amend or modify the pro rata requirements of Section 2.16,
the provisions of Section 9.04(j), the provisions of this
Section or the definition of the term "Required Lenders",
without the prior written consent of each Lender or (iv)
modify the protections afforded to an SPC pursuant to the
provisions of Section 9.04(i) without the written consent
of such SPC; provided further that no such agreement shall
amend, modify or otherwise affect the rights or duties of
the Administrative Agent hereunder without the prior
written consent of the Administrative Agent.

SECTION 9.09. Interest Rate Limitation.  Notwithstanding
anything herein to the contrary, if at any time the
interest rate applicable to any Loan, together with all
fees, charges and other amounts which are treated as
interest on such Loan under applicable law (collectively
the "Charges"), shall exceed the maximum lawful rate (the
"Maximum Rate") which may be contracted for, charged,
taken, received or reserved by the Lender holding such Loan
or participation in accordance with applicable law, the
rate of interest payable in respect of such Loan or
participation hereunder, together with all Charges payable
in respect thereof, shall be limited to the Maximum Rate
and, to the extent lawful, the interest and Charges that
would have been payable in respect of such Loan or
participation but were not payable as a result of the
operation of this Section 9.09 shall be cumulated and the
interest and Charges payable to such Lender in respect of
other Loans or participations or periods shall be
increased (but not above the Maximum Rate therefor) until
such cumulated amount, together with interest thereon at
the Federal Funds Effective Rate to the date of repayment,
shall have been received by such Lender.

"SECTION 9.10. Entire Agreement.  This Agreement and the
Fee Letter dated November 29, 2001, between the Borrower
and Credit Suisse First Boston, constitute the entire
contract between the parties relative to the subject matter
hereof.  Any other previous agreement among the parties
with respect to the subject matter hereof is superseded by
this Agreement.  Nothing in this Agreement, expressed or
implied, is intended to confer upon any person (other than
the parties hereto, their respective successors and assigns
permitted hereunder and, to the extent expressly
contemplated hereby, the Related Parties of each of the
Administrative Agent and the Lenders) any rights, remedies,
obligations or liabilities under or by reason of this
Agreement.


"SECTION 9.11.  WAIVER OF JURY TRIAL.  EACH PARTY HERETO
HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN
RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY
ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS
AGREEMENT.  EACH PARTY HERETO (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER
PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT
SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND
(B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO
HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION 9.11.

"SECTION 9.12. Severability.  In the event any one or more
of the provisions contained in this Agreement should be
held invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining
provisions contained herein and therein shall not in any
way be affected or impaired thereby (it being understood
that the invalidity of a particular provision in a
particular jurisdiction shall not in and of itself affect
the validity of such provision in any other jurisdiction).
The parties shall endeavor in good-faith negotiations to
replace the invalid, illegal or unenforceable provisions
with valid provisions the economic effect of which comes as
close as possible to that of the invalid, illegal or
unenforceable provisions.

"SECTION 9.13. Counterparts.  This Agreement may be
executed in counterparts (and by different parties hereto
on different counterparts), each of which shall
constitute an original but all of which when taken together
shall constitute a single contract, and shall become
effective as provided in Section 9.03. Delivery of an
executed signature page to this Agreement by facsimile
transmission shall be as effective as delivery of a
manually signed counterpart of this Agreement.

"SECTION 9.14. Headings.  Article and Section headings and
the Table of Contents used herein are for convenience of
reference only, are not part of this Agreement and are not
to affect the construction of, or to be taken into
consideration in interpreting, this Agreement.

"SECTION 9.15. Jurisdiction; Consent to Service of Process.
(a) The Borrower hereby irrevocably and unconditionally
submits, for itself and its property, to the nonexclusive
jurisdiction of any New York State court or Federal court
of the United States of America sitting in New York City,
and any appellate court from any thereof, in any action or
proceeding arising out of or relating to this Agreement, or
for recognition or enforcement of any judgment, and each of
the parties hereto hereby irrevocably and unconditionally
agrees that all claims in respect of any such action or
proceeding may be heard and determined in such New York
State or, to the extent permitted by law, in such Federal
court.  Each of the parties hereto agrees that a final
judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by
suit on the judgment or in any other manner provided by
law.  Nothing in this Agreement shall affect any right that
the Administrative Agent or any Lender may otherwise have
to bring any action or proceeding relating to this
Agreement against the Borrower or its properties in the
courts of any jurisdiction.

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

(c)  Each party to this Agreement irrevocably consents to
service of process in the manner provided for notices in
Section 9.01.  Nothing in this Agreement will affect the
right of any party to this Agreement to serve process in
any other manner permitted by law.


"SECTION 9.16. Confidentiality.   Each of the
administrative Agent 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' officers, directors, employees and agents,
including accountants, legal counsel and other advisors who
need to know such Information in connection with its role
as Administrative Agent or Lender (as the case may be)
hereunder (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 or quasi-regulatory
authority (such as the National Association of Insurance
Commissioners) (provided that, to the extent permitted by
applicable law and practicable under the circumstances,
such person will first inform the Borrower of any such
request), (c) to the extent required by applicable laws or
regulations or by any subpoena or similar legal process
(provided that, to the extent permitted by applicable law,
such person will promptly notify the Borrower of such
requirement as far in advance of its disclosure as is
practicable to enable the Borrower to seek a protective
order and, to the extent practicable, such person will
cooperate with the Borrower in seeking any such order), (d)
in connection with the exercise of any remedies hereunder
or any suit, action or proceeding relating to the
enforcement of its rights hereunder, (e) subject to an
agreement containing provisions substantially the same as
those of this Section 9.16, to (i) any actual or
prospective assignee of or participant in any of its rights
or obligations under this Agreement or (ii) any actual or
prospective counterparty (or its advisors) to any credit
default swap or similar credit derivative transaction
relating to the obligations of the Borrower under this
Agreement, (f) with the consent of the Borrower or (g) to
the extent such Information becomes publicly available
other than as a result of a breach of this Section 9.16.
For the purposes of this Section, "Information" shall
mean all information received from the Borrower and related
to the Borrower or its business, other than any such
information that was available to the Administrative Agent
or any Lender on a nonconfidential basis prior to its
disclosure by the Borrower.  Each of the Administrative
Agent and the Lenders agrees that, except as expressly
provided in this Section 9.16, it will use Information only
in connection with its role as Administrative Agent or
Lender (as the case may be) hereunder.

"SECTION 9.17. Termination of Existing Credit Agreement .
The Borrower and each of the Lenders that is also a Lender
(as defined in the Existing Credit Agreement) party to the
Existing Credit Agreement agree that the Commitments (as
defined in the Existing Credit Agreement) shall be
terminated in their entirety on the Closing Date in
accordance with the terms thereof, subject only to this
Section 9.17.  Each of such Lenders waives (a)
any requirement of notice of such termination pursuant to
Section 2.04(a) of the Existing Credit Agreement and (b)
any claim to any facility fees under the Existing Credit
Agreement for any day on or after the Closing Date.
The Borrower (i) represents and warrants that (x) after
giving effect to the preceding sentences of this Section
9.17, the commitments under the Existing Credit Agreement
will be terminated effective not later than the
Closing Date and (y) no loans will be, as of the Closing
Date, outstanding under the Existing Credit Agreement and
(ii) covenants that all accrued and unpaid facility fees
and other amounts due and payable under the Existing
Credit Agreement shall have been paid on or prior to the
Closing Date.

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


LABORATORY CORPORATION OF AMERICA HOLDINGS,

by
	_________________________
      Name:
      Title:


CREDIT SUISSE FIRST BOSTON, as
Administrative Agent,

by:_______________________
   Name:
   Title:

by:______________________
   Name:
   Title:


CREDIT SUISSE FIRST BOSTON, CAYMAN 	ISLANDS BRANCH,

by:______________________
   Name:
   Title:

by:_____________________
   Name:
   Title:




SIGNATURE PAGE TO LABORATORY
CORPORATION OF AMERICA HOLDINGS
364-DAY CREDIT AGREEMENT DATED
AS OF FEBRUARY 20, 2002



NAME OF LENDER: __________________________

by:____________________________
   Name:
   Title:

</TEXT>
</DOCUMENT>
