ECOLAB INC
MULTICURRENCY CREDIT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.C
<SEQUENCE>7
<FILENAME>a2035733zex-10_c.txt
<DESCRIPTION>MULTICURRENCY CREDIT AGREEMENT
<TEXT>

<PAGE>


                                                                  EXHIBIT (10)C


                                U.S. $275,000,000

                         MULTICURRENCY CREDIT AGREEMENT

                         Dated as of September 29, 1993

                 As Amended and Restated as of December 13, 2000

                                      Among

                                   ECOLAB INC.

                         as a Borrower hereunder and as

                     Guarantor of all Borrowing Subsidiaries

                            to become parties hereto,

                             THE BANKS NAMED HEREIN

                                    as Banks,

                               CITICORP USA, INC.

                            as Administrative Agent,

                           CITIBANK INTERNATIONAL PLC

                                 as Euro-Agent,

                                       and

                                  Bank One, NA

                                       and

                           Credit Suisse First Boston

                                  as Co-Agents

<PAGE>

<TABLE>
<S>                                                                                                              <C>
ARTICLE I
          DEFINITIONS AND ACCOUNTING TERMS........................................................................1
     SECTION 1.01. Certain Defined Terms..........................................................................1
     SECTION 1.02. Computation of Time Periods...................................................................14
     SECTION 1.03. Accounting Terms and Change in Accounting Principles..........................................14
     SECTION 1.04. Currency Equivalents Generally................................................................14

ARTICLE II
          AMOUNTS AND TERMS OF THE ADVANCES......................................................................15
     SECTION 2.01. The Committed Advances........................................................................15
     SECTION 2.02. Making the A Advances.........................................................................16
     SECTION 2.03. The B Advances................................................................................21
     SECTION 2.04. Fees..........................................................................................27
     SECTION 2.05. Reduction of the Commitments; Increased Commitments;
           Additional Banks......................................................................................28
     SECTION 2.06. Repayment of Committed Advances...............................................................30
     SECTION 2.07. Interest on Committed Advances................................................................30
     SECTION 2.08. Additional Interest on Eurocurrency Advances..................................................33
     SECTION 2.09. Interest Rate Determination...................................................................33
     SECTION 2.10. Voluntary Conversion or Continuation of Advances..............................................37
     SECTION 2.11. Prepayments...................................................................................39
     SECTION 2.12. Increased Costs and Reduced Return............................................................40
     SECTION 2.13. Illegality....................................................................................41
     SECTION 2.14. Payments and Computations.....................................................................42
     SECTION 2.15. Sharing of Payments, Etc......................................................................43
     SECTION 2.16. Currency Equivalents..........................................................................44
     SECTION 2.17. Taxes.........................................................................................44
     SECTION 2.18. Substitution of Banks.........................................................................47
     SECTION 2.19. Extension of Commitments......................................................................48

ARTICLE III
          CONDITIONS OF LENDING..................................................................................49
     SECTION 3.01. Conditions Precedent to Initial Advances......................................................49
     SECTION 3.02. Conditions Precedent to Each Committed Borrowing..............................................50
     SECTION 3.03. Conditions Precedent to Certain Borrowings....................................................51
     SECTION 3.04. Conditions Precedent to Each B Borrowing......................................................51
     SECTION 3.05. Conditions Precedent to Initial Local Currency Borrowing under any Local Currency
              Addendum...........................................................................................52

ARTICLE IV
          REPRESENTATION AND WARRANTIES..........................................................................52
     SECTION 4.01. Representations and Warranties of the Company.................................................52
     SECTION 4.02. Representations and Warranties of Borrowing Subsidiaries......................................55

ARTICLE V
          COVENANTS OF THE COMPANY...............................................................................56
</TABLE>


                                       i

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<TABLE>
<S>                                                                                                              <C>
     SECTION 5.01. Affirmative Covenants.........................................................................56
     SECTION 5.02. Negative Covenants............................................................................60
     SECTION 5.03. Financial Covenant............................................................................61

ARTICLE VI
          EVENTS OF DEFAULT......................................................................................61
     SECTION 6.01. Events of Default.............................................................................61

ARTICLE VII
          THE AGENT AND THE EURO-AGENT...........................................................................63
     SECTION 7.01. Authorization and Action......................................................................63
     SECTION 7.02. Agent's Reliance, Etc.........................................................................64
     SECTION 7.03. Citicorp and Affiliates.......................................................................64
     SECTION 7.04. Bank Credit Decision..........................................................................65
     SECTION 7.05. Indemnification...............................................................................65
     SECTION 7.06. Successor Agents..............................................................................65

ARTICLE VIII
          GUARANTY...............................................................................................66
     SECTION 8.01. The Guaranty..................................................................................66
     SECTION 8.02. Guaranty Unconditional........................................................................66
     SECTION 8.03. Discharge Only Upon Payment In Full; Reinstatement in Certain Circumstances...................67
     SECTION 8.04. Waiver by the Company.........................................................................68
     SECTION 8.05. Subrogation...................................................................................68
     SECTION 8.06. Stay of Acceleration..........................................................................68

ARTICLE IX
          MISCELLANEOUS..........................................................................................68
     SECTION 9.01. Amendments, Etc...............................................................................68
     SECTION 9.02. Notices, Etc..................................................................................69
     SECTION 9.03. No Waiver; Remedies...........................................................................70
     SECTION 9.04. Costs and Expenses............................................................................70
     SECTION 9.05. Right of Set-off..............................................................................71
     SECTION 9.06. Judgment......................................................................................71
     SECTION 9.07. Binding Effect................................................................................71
     SECTION 9.08. Assignments and Participations................................................................72
     SECTION 9.09. Consent to Jurisdiction.......................................................................75
     SECTION 9.10. Governing Law.................................................................................75
     SECTION 9.11. Execution in Counterparts.....................................................................75
     SECTION 9.12. Indemnification...............................................................................75
     SECTION 9.13. Confidentiality...............................................................................76
     SECTION 9.14. Non-Reliance by the Banks.....................................................................76
     SECTION 9.15. No Indirect Security..........................................................................76
     SECTION 9.16. Waiver of Jury Trial..........................................................................76
     SECTION 9.17. Effectiveness of Amendment and Restatement....................................................77
</TABLE>


                                       ii

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<TABLE>
<S>                        <C>
EXHIBIT A-1                Form of A Note
EXHIBIT A-2                Form of B Note
EXHIBIT B-1                Form of Notice A Borrowing
EXHIBIT B-2                Form of Notice B Borrowing (Dollars)
EXHIBIT B-3                Form of Notice of B Borrowing (Alternative Currency)
EXHIBIT B-4                Form of Notice of Local Currency Borrowing
EXHIBIT C-1                Form of Assignment and Acceptance
EXHIBIT C-2                Form of Increase Agreement
EXHIBIT D                  Form of Election to Participate
EXHIBIT E                  Form of Opinion of General Counsel of the Company
                           (Initial Borrowing by the Company)
EXHIBIT F                  Form of Opinion of Special Counsel for the Company
                           (Initial Borrowing by the Company)
EXHIBIT G                  Form of Opinion of Special Counsel for a Borrowing
                           Subsidiary
EXHIBIT H                  Form of Opinion of General Counsel of the Company
                           (Initial Borrowing by a Borrowing Subsidiary)
EXHIBIT I                  Form of Opinion of Special Counsel for the Company
                           (Initial Borrowing by a Borrowing Subsidiary)
EXHIBIT J                  Form of Opinion of Special Counsel for the Agent
EXHIBIT K                  Form of Local Currency Addendum

SCHEDULE I                 Applicable Lending Office
</TABLE>


                                       iii

<PAGE>



                         MULTICURRENCY CREDIT AGREEMENT

                         Dated as of September 29, 1993

                 As Amended and Restated as of December 13, 2000

          ECOLAB INC., a Delaware corporation (the "COMPANY"), the Banks party
hereto from time to time, Citicorp USA, Inc. ("CITICORP") as administrative
agent (the "AGENT") for the Banks hereunder, CITIBANK INTERNATIONAL PLC, as
agent for the banks in connection with certain of the Eurocurrency Advances (the
"EURO-AGENT") and Bank One, NA and Credit Suisse First Boston, as co-agents (the
"CO-AGENTS"), agree as follows:

                                   ARTICLE I
                        DEFINITIONS AND ACCOUNTING TERMS

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

          "A ADVANCE" means an advance by a Bank to a Borrower as part of an A
Borrowing and refers to a Base Rate Advance, an Adjusted CD Rate Advance or a
Eurocurrency Advance, each of which shall be a "TYPE" of A Advance.

          "A BORROWING" means a borrowing consisting of simultaneous A Advances
of the same Type made to a single Borrower by each of the Banks pursuant to
SECTION 2.01.

          "A NOTE" means a promissory note of a Borrower payable to the order of
any Bank, in substantially the form of EXHIBIT A-1 hereto, evidencing the
aggregate indebtedness of such Borrower to such Bank resulting from the A
Advances made by such Bank to such Borrower.

          "ADDED BANK" has the meaning specified in SECTION 2.05(c).

          "ADJUSTED CD RATE" means, for any Interest Period for each Adjusted CD
Rate Advance comprising part of the same A Borrowing, an interest rate per annum
equal to the sum of:

          (a) the rate per annum obtained by dividing (i) the rate of interest
     determined by the Agent to be the average (rounded upward to the nearest
     whole multiple of 1/100 of 1% per annum, if such average is not such a
     multiple) of the consensus bid rates determined by each of the Reference
     Banks for the bid rates per annum, at 9:00 A.M. (New York City time) (or as
     soon thereafter as practicable) on the first day of such Interest Period,
     of New York certificate of deposit dealers of recognized standing selected
     by such Reference Bank for the purchase at face value of certificates of
     deposit of such Reference Bank in an amount substantially equal to such
     Reference Bank's


<PAGE>

     Adjusted CD Rate Advance comprising part of such Borrowing and with a
     maturity equal to such Interest Period, by (ii) a percentage equal to 100%
     minus the Adjusted CD Rate Reserve Percentage (as defined below) for such
     Interest Period (PROVIDED, HOWEVER, for purposes of determining the amount
     of such certificate of deposit in the case of Citibank, such amount shall
     be substantially equal to the Adjusted CD Rate Advance to be made by
     Citicorp comprising part of such Borrowing), plus

          (b)  the Assessment Rate (as defined below) for such Interest Period.

The "ADJUSTED CD RATE RESERVE PERCENTAGE" for the Interest Period for each
Adjusted CD Rate Advance comprising part of the same Borrowing means the reserve
percentage applicable on the first day of such Interest Period under regulations
issued from time to time by the Board of Governors of the Federal Reserve System
(or any successor) for determining the maximum reserve requirement (including,
but not limited to, any emergency, supplemental or other marginal reserve
requirement) for a member bank of the Federal Reserve System in New York City
with deposits exceeding one billion Dollars with respect to liabilities
consisting of or including (among other liabilities) Dollar nonpersonal time
deposits in the United States with a maturity equal to such Interest Period. The
"ASSESSMENT RATE" for the Interest Period for each Adjusted CD Rate Advance
comprising part of the same Borrowing means the annual assessment rate estimated
by the Agent on the first day of such Interest Period for determining the then
current annual assessment payable by Citibank to the Federal Deposit Insurance
Corporation (or any successor) for insuring Dollar deposits of Citibank in the
United States. The Adjusted CD Rate for each Interest Period for each Adjusted
CD Rate Advance comprising part of the same Borrowing shall be determined by the
Agent on the basis of applicable rates furnished to and received by the Agent
from the Reference Banks on the first day of such Interest Period, SUBJECT,
HOWEVER, to the provisions of SECTION 2.09.

          "ADJUSTED CD RATE ADVANCE" means an Advance denominated in Dollars
which bears interest as provided in SECTION 2.07(b).

          "ADVANCE" means an A Advance, a Local Currency Advance or a B Advance.

          "AFFILIATE" means, when used with respect to a specified Person,
another Person that directly or indirectly controls or is controlled by or is
under common control with the Person specified.

          "AGREEMENT" means this Multicurrency Credit Agreement, originally
dated and executed as of September 29, 1993, as the same has been amended, and
amended and restated from time to time, including by this amendment and
restatement dated as of December 13, 2000, and as it may from time to time
hereafter be amended, restated, supplemented or otherwise modified from time to
time. For ease of reference, the Agreement as it existed immediately prior to
this amendment and restatement is sometimes hereinafter referred to as the
"ORIGINAL AGREEMENT", and the Agreement as it exists upon and after this
amendment and restatement may sometimes be referred to as the "RESTATED
AGREEMENT".


                                       2

<PAGE>

          "ALTERNATIVE CURRENCY" means any lawful currency other than Dollars
which is freely transferable and convertible into Dollars.

          "ANNIVERSARY DATE" means each December 13 occurring during the term of
this Agreement, commencing December 13, 2001, or if any such date is not a
Business Day, the next preceding Business day.

          "APPLICABLE LENDING OFFICE" means, with respect to each Bank, such
Bank's Domestic Lending Office in the case of a Base Rate Advance, such Bank's
CD Lending Office in the case of an Adjusted CD Rate Advance, such Bank's
Eurocurrency Lending Office in the case of a Eurocurrency Advance (other than a
Eurocurrency Advance which is a Local Currency Advance), such Bank's (or it's
Affiliate's) branch or agency, as specified by such Bank in the applicable Local
Currency Addendum, in the case of a Local Currency Advance, and, in the case of
a B Advance, the office of such Bank notified by such Bank to the Agent as its
Applicable Lending Office with respect to such B Advance.

          "APPLICABLE MARGIN" means, as applicable, the Applicable CD Rate
Margin under SECTION 2.07(b), the Applicable Eurocurrency Margin under SECTION
2.07(c), the Applicable Floating Rate Margin under any Applicable Local Currency
Addendum or the Applicable Fixed Rate Margin under any Local Currency Addendum.

          "ASSIGNMENT AND ACCEPTANCE" means an assignment and acceptance in
substantially the form of EXHIBIT C-1 hereto pursuant to which a Bank assigns
all or a portion of such Bank's rights and obligations under this Agreement in
accordance with the terms of SECTION 9.08.

          "AUSTRALIAN LOCAL CURRENCY ADDENDUM" or "AUSTRALIAN LOCAL CURRENCY
ADDENDA" means, as applicable, each of or both of (a) the Local Currency
Addendum dated as of October 17, 1997 among Ecolab PTY Limited, the Company, the
Local Currency Banks named therein, the Agent, and Citisecurities Limited as
Local Currency Agent, and (b) the Local Currency Addendum dated as of June 23,
1998 among Ecolab Finance PTY Limited, the Company, the Local Currency Banks
named therein, the Agent, and Citisecurities Limited as Local Currency Agent.

          "AVAILABLE COMMITMENT" means, as to any Bank at any time, an amount
equal to such Bank's Commitment at such time MINUS the aggregate of all such
Bank's Committed Advances outstanding at such time.

          "B ADVANCE" means an advance by a Bank to a Borrower as part of a B
Borrowing resulting from the applicable auction bidding procedure described in
SECTION 2.03.

          "B BORROWING" means a borrowing consisting of simultaneous B Advances
to a Borrower from each of the Banks whose offer to make a B Advance as part of
such borrowing has been accepted by the Company on behalf of such Borrower under
the applicable auction bidding procedure described in Section 2.03.


                                       3

<PAGE>


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

          "B REDUCTION" has the meaning specified in SECTION 2.01.

          "BANKS" means the financial institutions listed on the signature pages
hereof, and any assignee of an existing Bank pursuant to an Assignment and
Acceptance.

          "BASE RATE" means, for any period, a fluctuating interest rate per
annum as shall be in effect from time to time which rate per annum shall at all
times be equal to the higher of:

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

               (b)  one-half of one percent per annum above the Federal Funds
          Rate.

          "BASE RATE ADVANCE" means an A Advance denominated in Dollars which
bears interest as provided in SECTION 2.07(a).

          "BORROWER" means the Company or any Borrowing Subsidiary, and their
respective successors and permitted assigns, and "BORROWERS" means all of the
foregoing.

          "BORROWING" means an A Borrowing, a Local Currency Borrowing or a B
Borrowing.

          "BORROWING SUBSIDIARY" means any Subsidiary (i) that is a Wholly-Owned
Consolidated Subsidiary, and (ii) as to which an Election to Participate shall
have been delivered to the Agent, duly executed on behalf of such Borrowing
Subsidiary and the Company, prior to the date of any Notice of Borrowing on
behalf of such Borrowing Subsidiary. Ecolab PTY Limited and Ecolab Finance PTY
Limited are Borrowing Subsidiaries as a result of Elections to Participate
executed by each of them pursuant to this Agreement, on October 17, 1997 in the
case of Ecolab Finance PTY and on June 23, 1998 in the case of Ecolab Finance
PTY Limited.

          "BUSINESS DAY" means a day of the year (i) on which banks are not
required or authorized to close in New York City, (ii) if the applicable
Business Day relates to any Eurocurrency Advance, on which dealings are carried
on in the London interbank market and (iii) if the applicable Business Day
relates to a disbursement to or payment by a Borrowing Subsidiary or a branch of
the Company under a Local Currency Addendum, on which banks are not required or
authorized to close in the city in which the chief executive office or principal
place of business of such Borrowing Subsidiary is located or in which such
branch of the Company is located, respectively.


                                       4

<PAGE>


          "CAPITALIZATION" means, as of any date, the sum of Total Debt plus
Shareholders' Equity.

          "CD LENDING OFFICE" means, with respect to any Bank, the office of
such Bank specified as its "CD Lending Office" opposite its name on SCHEDULE I
hereto (or, if no such office is specified, its Domestic Lending Office), or
such other office of such Bank as such Bank may from time to time specify to the
Borrower and the Agent.

          "CHANGE OF CONTROL" means an event which shall be deemed to have
occurred if any person or group of persons (within the meaning of Section 13 or
14 of the Exchange Act) acquires beneficial ownership (within the meaning of
Rule 13d-3 promulgated by the Securities and Exchange Commission under the
Exchange Act) of stock of the Company of any class or classes where the stock
the beneficial ownership of which is so acquired carries (otherwise than by
reason only of the happening of a contingency) more than 50 percent of the
ordinary voting power for the election of directors generally of the Company;
or, during any period of 12 consecutive calendar months, individuals:

          (i)  who were directors of the Company on the first day of such
               period, or

          (ii) whose election or nomination for election to the board of
               directors of the Company was recommended or approved by at least
               a majority of the directors then still in office who were
               directors of the Company on the first day of such period, or
               whose election or nomination for election was so approved

shall cease to constitute a majority of the board of directors of the Company.

          "CITIBANK" means Citibank, N.A.

          "COMMITTED ADVANCE" means an A Advance or a Local Currency Advance.

          COMMITTED BORROWING" means an A Borrowing or a Local Currency
Borrowing.

          "COMMITMENT" has the meaning specified in SECTION 2.01.

          "CONSOLIDATED SUBSIDIARY" means at any date any Subsidiary the
accounts of which would be consolidated with those of the Company in its
consolidated financial statements at such date in accordance with GAAP.

          "CONVERT", "CONVERSION", and "CONVERTED" each refer to a conversion of
Committed Advances of one Type into Committed Advances of another Type pursuant
to SECTION 2.09, 2.10 or 2.13.

          "CREDIT RATING" means, at any time, the credit rating on the Company's
long-term senior unsecured debt then most recently publicly announced by either
Moody's or S&P and "CREDIT RATINGS" means both such credit ratings.


                                       5

<PAGE>


          "DEBT" means (but without duplication of any item) (i) indebtedness
for borrowed money, (ii) obligations evidenced by bonds, debentures, notes or
other similar instruments, (iii) obligations to pay the deferred purchase price
of property or services, excluding trade obligations and other accounts payable
arising in the ordinary course of business, (iv) obligations as lessee under
leases which shall have been or should be, in accordance with GAAP, recorded as
capital leases, (v) obligations under direct or indirect guaranties in respect
of, and obligations (contingent or otherwise) to purchase or otherwise acquire,
or otherwise to assure a creditor against loss in respect of, indebtedness or
obligations of others of the kinds referred to in clauses (i) through (iv)
above, and (vi) liabilities in respect of unfunded vested benefits under plans
covered by Title IV of ERISA. "DEBT" shall not include contingent obligations
for the liabilities of any Joint Venture Entity imposed solely as a matter of
law by virtue of ownership of equity interests in such Joint Venture Entity.

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

          "DESIGNATED A BORROWING" has the meaning specified in SECTION 2.01(b).

          "DESIGNATED LOCAL CURRENCY BORROWING" has the meaning specified in
SECTION 2.01(b).

          "DESIGNATED PREPAYMENT" has the meaning specified in SECTION 2.01(b).

          "DOLLARS" and the sign "$" each means lawful money of the United
States.

          "DOMESTIC LENDING OFFICE" means, with respect to any Bank, the office
of such Bank specified as its "Domestic Lending Office" opposite its name on
SCHEDULE I hereto or such other office of such Bank as such Bank may from time
to time specify to the Company and the Agent.

          "ELECTION TO PARTICIPATE" means an Election to Participate in
substantially the form of EXHIBIT D hereto.

          "ELIGIBLE ASSIGNEE" means (i) a Bank or any affiliate of a Bank; (ii)
a commercial bank organized under the laws of the United States, or any State
thereof, and having a combined capital and surplus of at least $250,000,000; or
(iii) a commercial bank organized under the laws of any other country which is a
member of the Organization for Economic Cooperation and Development (the
"OECD"), or a political subdivision of any such country, and having a combined
capital and surplus of at least $250,000,000 or the local currency equivalent
thereof, provided that such bank is acting through a branch or agency located in
the United States.

          "ELIGIBLE LOCAL CURRENCY BANK" means with respect to any Local
Currency Addendum, any Local Currency Bank under such Local Currency Addendum
which meets the eligibility requirements set forth in such Local Currency
Addendum.


                                       6

<PAGE>


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

          "ERISA AFFILIATE" means any (i) corporation which is a member of the
same controlled group of corporations (within the meaning of Section 414(b) of
the Internal Revenue Code) as the Company or any of its Subsidiaries, (ii)
partnership, trade or business under common control (within the meaning of
Section 414(c) of the Internal Revenue Code) with the Company or any of its
Subsidiaries, and (iii) member of the same affiliated service group (within the
meaning of Section 414(m) of the Internal Revenue Code) as the Company or any of
its Subsidiaries, any corporation described in clause (i) or any partnership,
trade or business described in clause (ii).

          "EUROCURRENCY ADVANCE" means an Advance denominated in Dollars or in
an Alternative Currency which bears interest as provided in SECTION 2.07(c).

          "EUROCURRENCY LENDING OFFICE" means, with respect to any Bank, the
office of such Bank specified as its "Eurocurrency Lending Office" opposite its
name on SCHEDULE I hereto (or, if no such office is specified, its Domestic
Lending Office), or such other office of such Bank as such Bank may from time to
time specify to the Company and the Agent. A Bank may specify different offices
for its A Advances denominated in Dollars and its A Advances denominated in
Alternative Currencies, respectively, and the term "Eurocurrency Lending Office"
shall refer to any or all such offices, collectively, as the context may require
when used in respect of such Bank.

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

          "EUROCURRENCY RATE" means, for the Interest Period for each
Eurocurrency Advance comprising part of the same Committed Borrowing, an
interest rate per annum equal to the average (rounded upward to the nearest
whole multiple of 1/16 of 1% per annum, if such average is not such a multiple)
of the rate per annum at which deposits in Dollars or in the relevant
Alternative Currency are offered by the principal office of each of the
Reference Banks in London, England to prime banks in the London interbank market
at 11:00 A.M. (London time) two Business Days before the first day of such
Interest Period in an amount substantially equal to such Reference Bank's
Eurocurrency Advance comprising part of such Committed Borrowing and for a
period equal to such Interest Period; PROVIDED, HOWEVER, for purposes of
determining the amount of any such deposit in the case of Citibank, such amount
shall be substantially equal to the Eurocurrency Advance to be made by Citicorp
comprising part of such Borrowing. The Eurocurrency Rate for the Interest Period
for each Eurocurrency Advance comprising part of the same Committed Borrowing
shall be determined by the Agent on the basis of applicable rates furnished to
and received by the Agent from the Reference Banks two Business Days before the
first day of such Interest Period, SUBJECT, HOWEVER, to the provisions of
SECTION 2.09.

          "EUROCURRENCY RATE RESERVE PERCENTAGE" of any Bank for the Interest
Period for any Eurocurrency Advance means the reserve percentage applicable
during such Interest Period


                                       7

<PAGE>


(or if more than one such percentage shall be so applicable, the daily average
of such percentages for those days in such Interest Period during which any such
percentage shall be so applicable) under regulations issued from time to time by
the Board of Governors of the Federal Reserve System (or any successor) for
determining the maximum reserve requirement (including, without limitation, any
emergency, supplemental or other marginal reserve requirement) for such Bank (or
for Citibank, in the case of Eurocurrency Advances of Citicorp) with respect to
liabilities or assets consisting of or including Eurocurrency Liabilities having
a term equal to such Interest Period.

          "EVENTS OF DEFAULT" has the meaning specified in SECTION 6.01.

          "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

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

          "FIXED RATE" means, as applicable, the Adjusted CD Rate, the
Eurocurrency Rate, or any fixed interest rate set forth in a Local Currency
Addendum.

          "FIXED RATE AUCTION" has the meaning specified in SECTION 2.03(b)(i).

          "FIXED RATE ADVANCE" means any Adjusted CD Rate Advance, any
Eurocurrency Advance, or any Local Currency Advance which bears interest at a
fixed interest rate set forth in the applicable Local Currency Addendum.

          "FLOATING RATE" means, as applicable, the Base Rate or any fluctuating
interest rate set forth in a Local Currency Addendum.

          "FLOATING RATE ADVANCE" means any Base Rate Advance, or any Local
Currency Advance which bears interest at a fluctuating interest rate set forth
in the Local Currency Addendum.

          "GAAP" means generally accepted accounting principles set forth in the
opinions, statements and pronouncements of the Financial Accounting Standards
Board, Accounting Principles Board and the American Institute of Certified
Public Accountants or in such other statements by such other entity as may be in
general use by significant segments of the accounting profession, which are
applicable to the circumstances as of the date of determination and in any event
applied in a manner consistent with the application thereof used in the
preparation of the financial statements referred to in SECTION 4.01(e).


                                       8

<PAGE>


          "INCREASE AGREEMENT" means an Increase of Commitments Agreement
executed by the Company, the Agent and one or more Increasing Banks or Added
Banks, in accordance with SECTION 2.05(d) and in substantially the form of
EXHIBIT C-2 hereto.

          "INCREASED COMMITMENTS" has the meaning specified in SECTION 2.05(b).

          "INCREASING BANK" has the meaning specified in SECTION 2.05(d).

          "INDEXED RATE AUCTION" has the meaning specified in SECTION
2.03(b)(i).

          "INSUFFICIENCY" means, with respect to any Plan, the amount, if any,
by which the present value of the vested benefits under such Plan exceeds the
fair market value of the assets of such Plan allocable to such benefits.

          "INTEREST PERIOD" means, for each Adjusted CD Rate Advance comprising
part of the same A Borrowing, each Eurocurrency Advance comprising part of the
same Committed Borrowing, or each other Fixed Rate Advance comprising part of
the same Local Currency Borrowing, the period commencing on the date of such
Committed Advance or the date of the Conversion or Redenomination, as
applicable, of any Floating Rate Advance into such a Committed Advance and
ending on the last day of the period selected by the Company (on behalf of the
respective Borrower) pursuant to the provisions below, and thereafter, each
subsequent period commencing on the last day of the immediately preceding
Interest Period and ending on the last day of the period selected by the Company
(on behalf of the respective Borrower) pursuant to the provisions of SECTION
2.10 and subject to the provisions below. The duration of each such Interest
Period shall be 30, 60, 90, 120, 150 or 180 days in the case of an Adjusted CD
Rate Advance, one, two, three or six months, or nine or twelve months, if
available, in the case of a Eurocurrency Advance, and such number of days or
months as may be set forth in the applicable Local Currency Addendum in the case
of a Fixed Rate Advance other than a Eurocurrency Advance, in each case as the
Company may select pursuant to the provisions of SECTION 2.02(a) or SECTION
2.10, as applicable; PROVIDED, HOWEVER, that: (i) Interest Periods commencing on
the same date for Committed Advances comprising part of the same Committed
Borrowing shall be of the same duration; and (ii) whenever the last day of any
Interest Period would otherwise occur on a day other than a Business Day, the
last day of such Interest Period shall be extended to occur on the next
succeeding Business Day; PROVIDED, in the case of any Interest Period for a
Eurocurrency Advance, that if such extension would cause the last day of such
Interest Period to occur in the next following calendar month, the last day of
such Interest Period shall occur on the next preceding Business Day. If, in
accordance with SECTION 2.13 or otherwise, any Committed Borrowing shall include
both Fixed Rate Advances and Floating Rate Advances, each such Floating Rate
Advance shall be assigned an Interest Period that is coextensive with the
Interest Period then assigned to such Fixed Rate Advances.

          "JOINT VENTURE" means the Joint Venture Entities, the equity in the
income of which is reported on the consolidated income statements of the Company
and its Consolidated Subsidiaries.


                                       9

<PAGE>


          "JOINT VENTURE AGREEMENT" means the Amended and Restated Umbrella
Agreement dated as of June 26, 1991 between the Company and Henkel
Kommanditgesellschaft auf Aktien.

          "JOINT VENTURE ENTITIES" means the joint venture entities and their
subsidiaries collectively, from time to time established in accordance with the
terms of the Joint Venture Agreement.

          "LOCAL CURRENCY ADDENDUM" means a local currency addendum among the
Company, a Borrowing Subsidiary, one or more Local Currency Banks, a Local
Currency Agent and the Agent, substantially in the form of EXHIBIT A.

          "LOCAL CURRENCY ADVANCE" means any Advance in an Alternative Currency,
made to a Borrower pursuant to SECTION 2.02A and a Local Currency Addendum. Each
Local Currency Advance shall be a Fixed Rate Advance or a Floating Rate Advance.
Floating Rate Advances under a Local Currency Addendum, and Fixed Rate Advances
of the same type under a Local Currency Addendum each shall be a "TYPE" of Local
Currency Advance.

          "LOCAL CURRENCY AGENT" means one or more entities (which may be the
Agent or one of its local Affiliates), satisfactory to the Agent, as specified
in the applicable Local Currency Addendum. Unless the Agent otherwise elects,
the Local Currency Agent under each Local Currency Addendum shall be the Agent
or one of its local Affiliates.

          "LOCAL CURRENCY BANK" means any Bank (or any Affiliate, branch or
agency thereof) party to a Local Currency Addendum. In the event any agency,
branch or Affiliate of a Bank shall be party to a Local Currency Addendum, such
agency, branch or Affiliate shall, to the extent of any commitment extended and
any Advances made by it, have all the rights of such Bank hereunder; PROVIDED,
however, that such Bank shall continue to the exclusion of such agency or
Affiliate to have all the voting and consensual rights vested in it by the terms
hereof.

          "LOCAL CURRENCY BORROWING" means a Borrowing comprised of Local
Currency Advances.

          "LOCAL CURRENCY COMMITMENT" has the meaning specified in SECTION
2.02A.

          "LOCAL CURRENCY COUNTRY" means, with respect to any Local Currency
Addendum, the country in which Local Currency Advances are to be made and repaid
under such Local Currency Addendum.

          "LOCAL CURRENCY FACILITY" means a facility for providing Local
Currency Advances pursuant to a Local Currency Addendum.

          "LOCAL CURRENCY FACILITY AGGREGATE COMMITMENT" has the meaning
specified in SECTION 2.02A.

                                       10

<PAGE>


          "MAJORITY BANKS" means at any time Banks holding at least 51% of the
then aggregate unpaid principal amount of the Committed Advances made by Banks,
or, if no such principal amount is then outstanding, Banks having at least 51%
of the Commitments. If at any time there shall be no outstanding Committed
Advances and the Commitments shall have been terminated, "MAJORITY BANKS" shall
mean the holders of 51% of the then aggregate unpaid principal amount of the B
Notes.

          "MAJORITY LOCAL CURRENCY BANKS" means at any time with respect to any
Local Currency Addendum, Local Currency Banks having at such time Local Currency
Commitments representing at least 51% of the Local Currency Facility Aggregate
Commitment at such time under such Local Currency Addendum.

          "MARGIN STOCK" has the meaning specified in Regulation U issued by the
Board of Governors of the Federal Reserve System.

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

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

          "MULTIPLE EMPLOYER PLAN" means an employee benefit plan, other than a
Multiemployer Plan, subject to Title IV of ERISA to which the Company or any of
its ERISA Affiliates, and more than one employer other than the Company or any
of its ERISA Affiliates, is making or accruing an obligation to make
contributions or, in the event that any such plan has been terminated, to which
the Company or any of its ERISA Affiliates made or accrued an obligation to make
contributions during any of the five plan years preceding the date of
termination of such plan.

          "NOTE" means an A Note, a B Note or any note issued with respect to
any Local Currency Advances.

          "NOTICE OF A BORROWING" has the meaning specified in SECTION 2.02(a).

          "NOTICE OF B BORROWING" means (i) in the case of a B Borrowing
proposed to be made pursuant to SECTION 2.03(b), a written request for such B
Borrowing substantially in the form of EXHIBIT B-2 hereto and (ii) in the case
of a B Borrowing proposed to be made pursuant to SECTION 2.03(c), a written
request for such B Borrowing substantially in the form of EXHIBIT B-3 hereto.

          "NOTICE OF LOCAL CURRENCY BORROWING" has the meaning specified in
SECTION 2.02B(a).

          "PAYMENT OFFICE" means (i) for Dollars, the principal office of
Citibank in New York City, located on the date hereof at 399 Park Avenue, New
York, New York 10043, (ii) for


                                       11

<PAGE>


any Alternative Currency (other than with respect to Local Currency Advances),
the office of Citibank International Plc located at 335 Strand, London WC2R ILS
England, and (iii) with respect to any Local Currency Advance, the office of the
Local Currency Agent set forth in the applicable Local Currency Addendum, or in
any case, such other office of the Agent, the Euro-Agent or the Local Currency
Agent, as applicable, as shall be from time to time selected by it by written
notice to the Company and the Banks.

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

          "PBGC" means the Pension Benefit Guaranty Corporation.

          "PLAN" means an employee benefit plan, other than a Multiemployer
Plan, which is (or, in the event that any such plan has been terminated within
five years after a transaction described in Section 4069 of ERISA, was)
maintained for employees of the Company or any of its ERISA Affiliates and
subject to Title IV of ERISA.

          "PRIMARY CURRENCY" means the lawful currency of each of the Federal
Republic of Germany, France, Japan, Italy, the United Kingdom and Canada.

          "REDENOMINATE", "REDENOMINATION" and "REDENOMINATED" each refer to
redenomination of Advances comprising all or part of the same Committed
Borrowing from Dollars into an Alternative Currency or from an Alternative
Currency into Dollars or another Alternative Currency, or the continuation of
such Advances in the same Alternative Currency, in each case pursuant to SECTION
2.09, 2.10(b) or 2.13.

          "REFERENCE BANKS" means Citibank, Bank One, NA and Credit Suisse First
Boston.

          "RESTATEMENT DATE" means December 13, 2000, the date that the
amendment and restatement of this Agreement has become effective pursuant to
SECTION 9.17.

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

          "SECURITIES ACT" means the Securities Act of 1933, as amended.

          "SHAREHOLDERS' EQUITY" means at any date the consolidated
shareholders' equity of the Company and its Consolidated Subsidiaries which
would appear as such on a consolidated balance sheet as of such date of the
Company and its Consolidated Subsidiaries, after deducting treasury stock and as
determined in accordance with GAAP.

          "SIGNIFICANT SUBSIDIARY" shall have the meaning assigned to such term
in Regulation S-X issued pursuant to the Securities Act and the Exchange Act.


                                       12

<PAGE>


          "STATED TERMINATION DATE" means December 13, 2005, or such later date
as may be established pursuant to SECTION 2.19.

          "SUBSIDIARY" means any corporation or other entity of which securities
having ordinary voting power to elect a majority of the board of directors or
other persons performing similar functions are at the time directly or
indirectly (through one or more Subsidiaries) owned or controlled by the
Company.

          "TERMINATION DATE" means the Stated Termination Date or the earlier
date of termination in whole of the Commitments pursuant to SECTION 2.05(a) or
6.01.

          "TERMINATION EVENT" means (i) a "reportable event," as such term is
described in Section 4043 of ERISA (other than a "reportable event" not subject
to the provision for 30-day notice to the PBGC), or an event described in
Section 4062(f) of ERISA, or (ii) the withdrawal of the Company or any of its
ERISA Affiliates from a Multiple Employer Plan during a plan year in which it
was a "substantial employer", as such term is defined in Section 4001(a)(2) of
ERISA, or the incurrence of liability by the Company or any of its ERISA
Affiliates under Section 4064 of ERISA upon the termination of a Multiple
Employer Plan, or (iii) the distribution of a notice of intent to terminate a
Plan pursuant to Section 4041(a)(2) of ERISA or the treatment of a Plan
amendment as a termination under Section 4041 of ERISA, or (iv) the institution
of proceedings to terminate a Plan by the PBGC under Section 4042 of ERISA, or
(v) any other event or condition which might constitute grounds under Section
4042 of ERISA for the termination of, or the appointment of a trustee to
administer, any Plan.

          "TOTAL COMMITMENT" means, at any time, the sum of all of the
Commitments at such time.

          "TOTAL DEBT" means, as of any date, all Debt of the Company and its
Consolidated Subsidiaries on a consolidated basis, other than, to the extent
included in Debt, liabilities in respect of unfunded vested benefits under plans
covered by Title IV of ERISA.

          "TYPE", in respect of any A Advance, has the meaning assigned thereto
in the definition herein of "A ADVANCE", and in respect of any Local Currency
Advance, has the meaning assigned thereto in the definition herein of "LOCAL
CURRENCY ADVANCE".

          "UTILIZATION FEE" has the meaning specified in SECTION 2.04(b).

          "WHOLLY-OWNED CONSOLIDATED SUBSIDIARY" means any Consolidated
Subsidiary in which all of the shares of capital stock or other equity interests
are, at the time, directly or indirectly owned by the Company; PROVIDED that up
to 10% of each class of such shares of capital stock or other equity interests
may be directors' qualifying shares or shares or equity interests issued by such
Subsidiary under employee compensation or incentive plans.

          "WITHDRAWAL LIABILITY" shall have the meaning given such term under
Part I of Subtitle E of Title IV of ERISA.


                                       13

<PAGE>


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

          SECTION 1.03. ACCOUNTING TERMS AND CHANGE IN ACCOUNTING PRINCIPLES.
All accounting terms not specifically defined herein shall be construed in
accordance with GAAP. If any changes in accounting principles from those used in
the preparation of the financial statements referred to in SECTION 4.01(e) are
hereafter required or permitted by the rules, regulations, pronouncements and
opinions of the Financial Accounting Standards Board or the American Institute
of Certified Public Accountants (or successors thereto or agencies with similar
functions) and are adopted by the Company with the agreement of its independent
certified public accountants and such changes result in a change in the
components of the calculation of any of the financial covenants, standards or
terms found in ARTICLE V hereof, the Company and the Agent agree to enter into
negotiations in order to amend such provisions so as to equitably reflect such
changes with the desired result that the criteria for evaluating the Company's
financial condition shall be the same after such changes as if such changes had
not been made, PROVIDED, HOWEVER, that no change in GAAP that would affect the
components of the calculation of any of such financial covenants, standards or
terms shall be given effect in such calculations until such provisions are
amended, in a manner satisfactory to the Agent, to so reflect such change in
accounting principles. Without limiting the generality of the foregoing, any
sale of accounts receivable, chattel paper, instruments, general intangibles and
related equipment or inventory or any other assets by the Company or any
Subsidiary which constitutes a sale of such assets under GAAP as in effect from
time to time shall not constitute Debt under this Agreement or the grant of a
Lien on such assets for purposes of this Agreement. Notwithstanding anything in
the second sentence of this Section to the contrary, whether any such sale
constitutes a sale shall be determined by SFAS 125 or any successor
pronouncement from and after its respective effective date.

          SECTION 1.04. CURRENCY EQUIVALENTS GENERALLY. For all purposes of this
Agreement, except as otherwise provided in ARTICLE II, the equivalent in any
Alternative Currency of an amount in Dollars shall be determined at the rate of
exchange quoted by Citibank (or, if applicable, the applicable Local Currency
Agent if other than Citibank or an Affiliate of Citibank), in London, at 9:00
A.M. (London time) (or if later, at the time of receipt of the applicable
Notice) on the date of determination, to prime banks in London for the spot
purchase in the London foreign exchange market of such amount of Dollars with
such Alternative Currency; provided that if the rate of exchange cannot be
determined as described above, then the rate of exchange shall be the rate
determined by the Euro-Agent or the applicable Local Currency Agent in good
faith to be the appropriate rate of exchange, having regard to market conditions
as the Euro-Agent or such applicable Local Currency Agent deems appropriate.


                                       14

<PAGE>


                                   ARTICLE II
                        AMOUNTS AND TERMS OF THE ADVANCES

          SECTION 2.01. THE COMMITTED ADVANCES.

          (a)  Each Bank severally agrees, on the terms and conditions
     hereinafter set forth, to make A Advances to the Borrowers from time to
     time on any Business Day during the period from the date hereof until the
     Termination Date. Each Local Currency Bank under a Local Currency Addendum
     severally agrees, on the terms and conditions set forth herein and in such
     Local Currency Addendum, to make Local Currency Advances to a Borrower
     party to such Local Currency Addendum from time to time on any Business Day
     on and after the execution of such Local Currency Addendum until the
     earlier of the Termination Date or the termination of the Commitment of
     such Local Currency Bank under such Local Currency Addendum. The aggregate
     amount (determined in Dollars) of the Committed Advances of any Bank shall
     not exceed at any time outstanding the Dollar amount set opposite such
     Bank's name on the signature pages hereof (or of any Assignment and
     Acceptance to which such Bank is a party), as such amount may be reduced
     pursuant to SECTION 2.05(a) (such Bank's "COMMITMENT"), PROVIDED that the
     aggregate amount of the Commitments of the Banks shall be deemed used from
     time to time to the extent of the aggregate principal amount of the B
     Advances then outstanding and such deemed use of the aggregate amount of
     the Commitments shall be applied to the Banks ratably according to their
     respective unused Commitments (such deemed use of the aggregate amount of
     the Commitments being a "B REDUCTION").

          (b)  Each A Borrowing shall consist of A Advances of the same Type
     made on the same day to the same Borrower by the Banks ratably according to
     their respective Available Commitments; PROVIDED HOWEVER, that if the
     Borrower desires to obtain Local Currency Advances under either Australian
     Local Currency Addendum, but lacks borrowing availability from the Local
     Currency Banks under such Local Currency Addendum because of the amount of
     outstanding A Advances, an A Borrowing (a "DESIGNATED A BORROWING") made to
     fund a prepayment of A Advances to such Local Currency Banks in order to
     increase borrowing availability under such Local Currency Addendum (a
     "DESIGNATED PREPAYMENT") shall, at the election of the Borrower set forth
     in the Notice of A Borrowing for such Designated A Borrowing, be made by
     the Banks ratably according to their respective Available Commitments after
     giving pro forma effect to both the Designated Prepayment and the Local
     Currency Advances to be made as a result of the increase of borrowing
     availability under the applicable Local Currency Addendum (the "DESIGNATED
     LOCAL CURRENCY BORROWING"); PROVIDED FURTHER, HOWEVER, that each Designated
     A Borrowing must be made on the same date as the corresponding Designated
     Prepayment and the proceeds of the Designated A Borrowing shall be applied
     simultaneously to the making of the corresponding Designated Prepayment,
     and the corresponding Designated Local Currency Borrowing shall be made
     within two Business Days thereafter. Each Local Currency Borrowing under a
     Local Currency Addendum shall consist of Local Currency Advances in the
     same Alternative Currency of the same Type made on the same day to the same
     Borrower by the applicable Local Currency


                                       15

<PAGE>


     Banks ratably according to the respective Local Currency Commitments of
     such Local Currency Banks. Each Committed Borrowing shall be in an
     aggregate amount:

          (i)  in the case of a Borrowing comprised of Base Rate Advances, not
               less than $1,000,000 or an integral multiple of $1,000,000 in
               excess thereof;

          (ii) in the case of a Borrowing comprised of Eurocurrency Advances
               denominated in Dollars or Adjusted CD Rate Advances, not less
               than $9,000,000 or an integral multiple of $1,000,000 in excess
               thereof;

          (iii) in the case of a Borrowing comprised of Eurocurrency Advances
                denominated in a Primary Currency, not less than the equivalent
                in such Primary Currency of $9,000,000 or an integral multiple
                of the equivalent in such Primary Currency of $1,000,000;

          (iv) in the case of a Borrowing comprised of Eurocurrency Advances
               (other than Local Currency Advances) denominated in any
               Alternative Currency other than a Primary Currency, not less than
               any amount (and an integral multiple in excess thereof) advised
               to the Company by the Euro-Agent on the basis of then prevailing
               market conditions and conventions; and

          (v)  in the case of a Local Currency Borrowing, not less than the
               amounts, if any, specified in the applicable Local Currency
               Addendum.

          (c)  Within the limits of each Bank's Commitment, a Borrower may
     borrow, repay pursuant to SECTION 2.06 or prepay pursuant to SECTION 2.11,
     and reborrow under this SECTION 2.01. For purposes of this SECTION 2.01 and
     all other provisions of this ARTICLE II, the equivalent in Dollars of any
     Alternative Currency or the equivalent in any Alternative Currency of
     Dollars or of any other Alternative Currency shall be determined in
     accordance with SECTION 2.16.

          SECTION 2.02. MAKING THE A ADVANCES. (a) Each A Borrowing shall be
made on notice, given not later than 11:00 A.M. (New York City time) by the
Company (on behalf of the applicable Borrower):

          (w)  in the case of a proposed A Borrowing comprised of Base Rate
     Advances, to the Agent on the date of such proposed Borrowing (but two
     Business Days prior to the date of such proposed Borrowing in the case of a
     Designated A Borrowing);

          (x)  in the case of a proposed A Borrowing comprised of Adjusted CD
     Rate Advances, to the Agent two Business Days prior to the date of such
     proposed Borrowing (but four Business Days prior to the date of such
     proposed Borrowing in the case of a Designated A Borrowing);

          (y)  in the case of a proposed A Borrowing comprised of Eurocurrency
     Advances denominated in Dollars, to the Agent three Business Days prior to
     the date of such


                                       16

<PAGE>


     proposed Borrowing (but five Business Days prior to the date of such
     proposed Borrowing in the case of a Designated A Borrowing); and

          (z)  in the case of a proposed A Borrowing comprised of Eurocurrency
     Advances denominated in an Alternative Currency, to the Euro-Agent three
     Business Days prior to the date of such proposed Borrowing (but five
     Business Days prior to the date of such proposed Borrowing in the case of a
     Designated A Borrowing).

The Agent or Euro-Agent, as applicable, shall give each Bank prompt notice
thereof by telecopy, telex or cable. Each such notice of an A Borrowing (a
"NOTICE OF A BORROWING") shall be by telecopy, telex or cable, confirmed
immediately in writing, in substantially the form of EXHIBIT B-1 hereto,
specifying therein the requested (i) Borrower, (ii) date of such A Borrowing,
(iii) Type of A Advances comprising such A Borrowing, (iv) in the case of a
proposed A Borrowing comprised of Eurocurrency Advances, currency of such A
Advances, (v) in the case of a proposed A Borrowing comprised of Eurocurrency
Advances or Adjusted CD Rate Advances, initial Interest Period for each such
Advance and (vi) aggregate amount of such A Borrowing. The Company shall
certify, in each Notice of A Borrowing, the Credit Ratings, if any, then in
effect. In the case of an A Borrowing comprised of Eurocurrency Advances
denominated in an Alternative Currency, the Company shall request, within
one-half hour prior to the issuance of the applicable Notice of A Borrowing, the
advice of the Euro-Agent as to the applicable exchange rate then in effect with
respect to such Alternative Currency, and the Company shall specify in such
Notice of A Borrowing the exchange rate so advised to it by the Euro-Agent. In
the case of a proposed A Borrowing comprised of Adjusted CD Rate Advances or
Eurocurrency Advances, the Agent or the Euro-Agent, as applicable, shall
promptly notify each Bank and the Company of the applicable interest rate under
SECTION 2.07(b) or 2.07(c), as applicable.

          (b)  Each Bank shall make available for the account of its Applicable
Lending Office:

          (i)  in the case of an A Borrowing comprised of Base Rate Advances,
               to the Agent before 12:00 noon (New York City time)(or, if the
               applicable Notice of A Borrowing shall have been given on the
               date of such A Borrowing, before 4:00 P.M. (New York City time))
               on the date of such A Borrowing, at such account maintained at
               the Payment Office for Dollars as shall have been notified by the
               Agent to the Banks prior thereto and in same day funds, such
               Bank's ratable portion of such A Borrowing;

          (ii) in the case of an A Borrowing comprised of Eurocurrency Advances
               denominated in Dollars or Adjusted CD Rate Advances, to the Agent
               before 12:00 noon (New York City time) on the date of such A
               Borrowing, at such account maintained at the Payment Office for
               Dollars as shall have been notified by the Agent to the Banks
               prior thereto and in same day funds, such Bank's ratable portion
               of such A Borrowing in Dollars; and


                                       17

<PAGE>


          (iii) in the case of an A Borrowing comprised of Eurocurrency Advances
                denominated in an Alternative Currency, to the Euro-Agent before
                12:00 noon (London time) on the date of such A Borrowing, at
                such account maintained at the Payment Office for such
                Alternative Currency as shall have been notified by the
                Euro-Agent to the Banks prior thereto and in same day funds,
                such Bank's ratable portion of such A Borrowing in such
                Alternative Currency.

After the Agent's or the Euro-Agent's receipt of such funds and upon fulfillment
of the applicable conditions set forth in ARTICLE III, the Agent or the
Euro-Agent, as applicable, will make such funds available to the applicable
Borrower at the aforesaid applicable Payment Office.

          (c)  Each Notice of A Borrowing shall be irrevocable and binding on
the Borrower on whose behalf it shall have been submitted. In the case of any A
Borrowing which the related Notice of A Borrowing specifies is to be comprised
of Eurocurrency Advances, the applicable Borrower shall indemnify each Bank
against any loss, cost or expense reasonably incurred by such Bank as a result
of any failure to fulfill on or before the date specified in such Notice of A
Borrowing for such A Borrowing the applicable conditions set forth in ARTICLE
III, including, without limitation, any loss, cost or expense incurred by reason
of the liquidation or reemployment of deposits or other funds acquired by such
Bank to fund the A Advance to be made by such Bank as part of such A Borrowing
when such A Advance, as a result of such failure, is not made on such date.

          (d)  Unless the Agent or Euro-Agent, as applicable, shall have
received notice from a Bank prior to the date of any A Borrowing that such Bank
will not make available to the Agent or Euro-Agent such Bank's ratable portion
of such A Borrowing, the Agent or Euro-Agent, as applicable, may assume that
such Bank has made such portion available to it on the date of such A Borrowing
in accordance with SUBSECTION (b) of this SECTION 2.02 and it may, in reliance
upon such assumption, make (but shall not be required to make) available to the
applicable Borrower on such date a corresponding amount. If and to the extent
that such Bank shall not have so made such ratable portion available to the
Agent or the Euro-Agent, as applicable, such Bank and such Borrower severally
agree to repay to the Agent or Euro-Agent, as applicable, forthwith on demand
such corresponding amount together with interest thereon, for each day from the
date such amount is made available to such Borrower until the date such amount
is repaid to the Agent or the Euro-Agent, as applicable, at (i) in the case of
such Borrower, the interest rate applicable at the time to A Advances comprising
such A Borrowing and (ii) in the case of such Bank, the Federal Funds Rate or
the Agent's overdraft cost, if higher. If such Bank shall repay to the Agent or
Euro-Agent, as applicable, such corresponding amount, such amount so repaid
shall constitute such Bank's A Advance as part of such A Borrowing for purposes
of this Agreement.

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


                                       18

<PAGE>


any other Bank to make the A Advance to be made by such other Bank on the date
of any A Borrowing.

          SECTION 2.02A. TERMS OF LOCAL CURRENCY FACILITIES. (a) Each of the
Company and one or more Local Currency Banks may in its discretion from time to
time agree that the Company and/or one or more Borrowing Subsidiaries may borrow
Local Currency Advances on a revolving basis from any one or more Local Currency
Banks by delivering a Local Currency Addendum (through the Agent), executed by
the Company, the Local Currency Agent, each such Borrowing Subsidiary and each
such Local Currency Bank; PROVIDED, HOWEVER, that on the date of such Local
Currency Addendum (i) an exchange rate with respect to the Alternative Currency
covered by such Local Currency Addendum shall be determinable by reference to
the Reuters currency pages (or comparable publicly available screen) and (ii) no
Default or Event of Default shall have occurred and be continuing. The Company,
each Borrowing Subsidiary and, by agreeing to any Local Currency Addendum, each
relevant Local Currency Bank, acknowledges and agrees that each reference in
this Agreement to any Bank shall, to the extent applicable, be deemed to be a
reference to such Local Currency Bank, subject to the second sentence of the
definition of such term. In order to establish a Local Currency Facility, the
Company shall advise each Bank of its desire to establish such facility, either
directly or through the Agent, and shall discuss with any Bank expressing an
interest in becoming a Local Currency Bank under the proposed Local Currency
Facility the proposed terms thereof and the potential participation of such Bank
therein. The participation of any Bank desiring to participate in a Local
Currency Facility is at the sole discretion of the Company.

          (b)  Each Local Currency Addendum shall set forth (i) the maximum
amount (expressed in Dollars and without duplication) available to be borrowed
from all Local Currency Banks under such Local Currency Addendum (a "LOCAL
CURRENCY FACILITY AGGREGATE COMMITMENT") and (ii) with respect to each Local
Currency Bank party to such Local Currency Addendum, the maximum amount
(expressed in Dollars and without duplication) available to be borrowed from
such Local Currency Bank thereunder (a "LOCAL CURRENCY COMMITMENT"). In no event
shall the aggregate of all Local Currency Commitments in respect of any Local
Currency Bank at any time exceed such Bank's Commitment. Except as provided
herein or therein, the making of Local Currency Advances by a Local Currency
Bank under a Local Currency Addendum shall under no circumstances reduce the
amount available to be borrowed from such Bank under any other Local Currency
Addendum to which such Bank is a party. Each Local Currency Addendum may also
set forth eligibility criteria for any Local Currency Banks to be Eligible Local
Currency Banks thereunder.

          (c)  Except as otherwise required by applicable law, in no event shall
the Local Currency Banks have the right to accelerate the Local Currency
Advances outstanding under any Local Currency Addendum or to terminate their
commitments (if any) thereunder to make Local Currency Advances prior to the
stated termination date in respect thereof, except that such Local Currency
Banks shall, in each case, have such rights upon an acceleration of the Advances
and a termination of the Commitments pursuant to ARTICLE VI, respectively. No
Local Currency Advance may be made if, (i) the outstanding Committed Advances of
any Bank would exceed such Bank's Commitment, (ii) the aggregate principal
amount of outstanding Local Currency


                                       19

<PAGE>


Advances would exceed the applicable Local Currency Facility Aggregate
Commitment or (iii) the sum of the aggregate Committed Advances and the
aggregate B Advances would exceed the Total Commitment.

          (d)  The applicable Borrower and the applicable Local Currency Banks,
or, if so specified in the relevant Local Currency Addendum, the Local Currency
Agent acting on their behalf, shall furnish to the Agent, promptly following the
making, payment or prepayment of each Local Currency Advance, and at any other
time at the reasonable request of the Agent, a statement setting forth the
outstanding Local Currency Advances made under such Local Currency Addendum.

          (e)  The relevant Borrowing Subsidiary or the Company shall furnish to
the Agent copies of any amendment, supplement or other modification to the terms
of any Local Currency Addendum promptly after the effectiveness thereof.

          (f)  The Company may terminate any Local Currency Addendum in its sole
discretion if there are not any Advances outstanding thereunder, by written
notice to the Agent and the Local Currency Agent, which notice shall be executed
by the Company, each relevant Borrowing Subsidiary and, if their consent is
required, each such Local Currency Bank.

          SECTION 2.02B. MAKING THE LOCAL CURRENCY ADVANCES. (a) Each Local
Currency Borrowing shall be made on notice given by the Company (on behalf of
itself or the applicable Borrowing Subsidiary) to the applicable Local Currency
Agent, with copies to the Agent and the Euro-Agent, made at the time specified
in the applicable Local Currency Addendum. The applicable Local Currency Agent
shall give each applicable Local Currency Bank prompt notice thereof by
telecopy, telex or cable. Each such notice of a Local Currency Borrowing (a
"NOTICE OF LOCAL CURRENCY BORROWING") shall be by telecopy, telex or cable,
confirmed immediately in writing, in substantially the form of EXHIBIT B-4
hereto, specifying therein the requested (i) Borrower, (ii) date of such Local
Currency Borrowing, (iii) Type of Advances comprising such Local Currency
Borrowing, (iv) in the case of a proposed Local Currency Borrowing comprised of
Eurocurrency Advances or other Fixed Rate Advances, initial Interest Period for
each such Advance and (v) aggregate amount of such Local Currency Borrowing. The
Company shall certify, in each Notice of Local Currency Borrowing, the Credit
Ratings, if any, then in effect. The Company shall request, within one-half hour
prior to the issuance of the applicable Notice of Local Currency Borrowing, the
advice of the Local Currency Agent as to the applicable exchange rate then in
effect with respect to such Alternative Currency, and the Company shall specify
in such Notice of Local Currency Borrowing the exchange rate so advised to it by
the Local Currency Agent. In the case of a proposed Local Currency Borrowing
comprised of Fixed Rate Advances, the Local Currency Agent shall promptly notify
each Bank and the Company of the applicable interest rate under the Local
Currency Addendum.

          (b)  Subject to any alternative procedures set forth in the applicable
Local Currency Addendum, each Local Currency Bank, for the account of its
Applicable Lending Office, shall make such Local Currency Bank's ratable portion
of such Local Currency


                                       20

<PAGE>


Borrowing on the proposed date thereof by wire transfer of immediately available
funds to the applicable Local Currency Agent by the time specified in the Local
Currency Addendum or Notice of Local Currency Borrowing, and the Local Currency
Agent shall make such funds available to the applicable Borrower at the
applicable Payment Office.

          (c)  Each Notice of Local Currency Borrowing shall be irrevocable and
binding on the Borrower on whose behalf it shall have been submitted. In the
case of any Local Currency Borrowing which the related Notice of Local Currency
Borrowing specifies is to be comprised of Eurocurrency Advances or other Fixed
Rate Advances, the applicable Borrower shall indemnify each applicable Local
Currency Bank against any loss, cost or expense reasonably incurred by such Bank
as a result of any failure to fulfill on or before the date specified in such
Notice of Local Currency Borrowing for such Local Currency Borrowing the
applicable conditions set forth in ARTICLE III, including, without limitation,
any loss, cost or expense incurred by reason of the liquidation or reemployment
of deposits or other funds acquired by such Bank to fund the Local Currency
Advance to be made by such Bank as part of such Local Currency Borrowing when
such Local Currency Advance, as a result of such failure, is not made on such
date.

          (d)  Unless the applicable Local Currency Agent shall have received
notice from a Local Currency Bank prior to the date of any Local Currency
Borrowing that such Bank will not make available to the Local Currency Agent
such Bank's ratable portion of such Local Currency Borrowing, the Local Currency
Agent may assume that such Bank has made such portion available to it on the
date of such Local Currency Borrowing in accordance with SUBSECTION (b) of this
SECTION 2.02B and it may, in reliance upon such assumption, make (but shall not
be required to make) available to the applicable Borrower on such date a
corresponding amount. If and to the extent that such Bank shall not have so made
such ratable portion available to the Local Currency Agent, such Bank and such
Borrowing Subsidiary severally agree to repay to the Local Currency Agent
forthwith on demand such corresponding amount together with interest thereon,
for each day from the date such amount is made available to such Borrowing
Subsidiary until the date such amount is repaid to the Local Currency Agent at
(i) in the case of such Borrowing Subsidiary, the interest rate applicable at
the time to Local Currency Advances comprising such Local Currency Borrowing and
(ii) in the case of such Bank, the Federal Funds Rate or the Agent's overdraft
cost, if higher. If such Bank shall repay to the Local Currency Agent such
corresponding amount, such amount so repaid shall constitute such Bank's Local
Currency Advance as part of such Borrowing for purposes of this Agreement.

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

          SECTION 2.03. THE B ADVANCES. (a) Each Bank severally agrees that the
Company and any Borrowing Subsidiary may make B Borrowings under this SECTION
2.03 from time to time on any Business Day during the period from the date
hereof until the date occurring


                                       21

<PAGE>


15 days prior to the Termination Date in the manner set forth below; provided
that, following the making of each B Borrowing, the aggregate amount (determined
in Dollars) of the Advances then outstanding shall not exceed the aggregate
amount of the Commitments of the Banks (computed without regard to any B
Reduction).

          (b)  The procedures for the solicitation and acceptance of B Advances
to be denominated in Dollars are set forth below:

          (i)  The Company (on behalf of itself or any Borrowing Subsidiary) may
               request a B Borrowing denominated in Dollars under this SECTION
               2.03(b) by delivering to the Agent, by telecopier, telex or
               cable, confirmed immediately in writing, a Notice of B Borrowing,
               identifying the applicable Borrower and specifying the date and
               aggregate amount of the proposed B Borrowing, the maturity date
               for repayment of each B Advance to be made as part of such B
               Borrowing (which maturity date may not be earlier than the date
               occurring 15 days after the date of such B Borrowing or later
               than the Termination Date), the interest payment date or dates
               relating thereto, and any other terms to be applicable to such B
               Borrowing, not later than 10:00 A.M. (New York City time) (A) one
               Business Day prior to the date of the proposed B Borrowing, if
               the Company shall specify in the Notice of B Borrowing that the
               rates of interest to be offered by the Banks shall be fixed rates
               per annum (such type of solicitation being a "FIXED RATE
               AUCTION") and (B) three Business Days prior to the date of the
               proposed B Borrowing, if the Company shall instead specify in the
               Notice of B Borrowing an index or other basis to be used by the
               Banks in determining the rates of interest to be offered by them
               (such type of solicitation being an "INDEXED RATE AUCTION"). The
               Company shall, in addition, certify in each Notice of B Borrowing
               the Credit Ratings, if any, then in effect. The Agent shall,
               promptly following its receipt of a Notice of B Borrowing under
               this SECTION 2.03(b), notify each Bank of such request by sending
               such Bank a copy of such Notice of B Borrowing.

          (ii) Each Bank may, if, in its sole discretion, it elects to do so,
               irrevocably offer to make one or more B Advances to the
               applicable Borrower as part of such proposed B Borrowing at a
               rate or rates of interest specified by such Bank in its sole
               discretion, by notifying the Agent (which shall give prompt
               notice thereof to the Company), before 10:00 A.M. (New York City
               time) (A) on the date of such proposed B Borrowing, in the case
               of a Fixed Rate Auction, and (B) two Business Days before the
               date of such proposed B Borrowing, in the case of an Indexed Rate
               Auction, of the minimum amount and maximum amount of each B
               Advance which such Bank would be willing to make as part of such
               proposed B Borrowing (which amounts may, subject to the proviso
               to the first sentence of SECTION 2.03(a), exceed such Bank's
               Commitment), the rate or rates of interest therefor and such
               Bank's Applicable Lending Office with respect to such B Advance;
               PROVIDED that if the Agent in its capacity as a Bank shall, in
               its sole discretion, elect to make any such offer, it shall
               notify


                                       22

<PAGE>


               the Company of such offer before 9:00 A.M. (New York City time)
               on the date on which notice of such election is to be given to
               the Agent by the other Banks.

          (iii) The Company shall, in turn, before 11:00 A.M. (New York City
                time) (A) on the date of such proposed B Borrowing, in the case
                of a Fixed Rate Auction, and (B) two Business Days before the
                date of such proposed B Borrowing, in the case of an Indexed
                Rate Auction, either:

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

                    (y) accept (on behalf of the applicable Borrower), subject
          to SECTION 2.03(e), one or more of the offers made by any Bank or
          Banks pursuant to PARAGRAPH (ii) above, in its sole discretion, by
          giving notice to the Agent of the amount of each B Advance (which
          amount shall be equal to or greater than the minimum amount, and equal
          to or less than the maximum amount, notified to the Company by the
          Agent on behalf of such Bank for such B Advance pursuant to PARAGRAPH
          (ii) above) to be made by each Bank as part of such B Borrowing, and
          reject any remaining offers made by Banks pursuant to PARAGRAPH (ii)
          above by giving the Agent notice to that effect.

          (iv) If the Company notifies the Agent that such B Borrowing is
               cancelled pursuant to PARAGRAPH (iii)(x) above, the Agent shall
               give prompt notice thereof to the Banks and such B Borrowing
               shall not be made.

          (v) If the Company accepts (on behalf of the applicable Borrower) one
               or more of the offers made by any Bank or Banks pursuant to
               PARAGRAPH (iii)(y) above, the Agent shall in turn promptly notify
               (A) each Bank that has made an offer as described in paragraph
               (ii) above of the date and aggregate amount of such B Borrowing
               and whether or not any offer or offers made by such Bank pursuant
               to paragraph (ii) above have been accepted by the Company, (B)
               each Bank that is to make a B Advance as part of such B
               Borrowing, of the amount of each B Advance to be made by such
               Bank as part of such B Borrowing, and (C) each Bank that is to
               make a B Advance as part of such B Borrowing, upon receipt, that
               the Agent has received forms of documents appearing to fulfill
               the applicable conditions set forth in ARTICLE III. Each Bank
               that is to make a B Advance as part of such B Borrowing shall,
               before 12:00 noon (New York City time) on the date of such B
               Borrowing specified in the notice received from the Agent
               pursuant to clause (A) of the preceding sentence or any later
               time when such Bank shall have received notice from the Agent
               pursuant to clause (C) of the preceding sentence, make available
               for the account of its Applicable Lending Office to the Agent at
               the Payment Office such Bank's portion of such B Borrowing, in
               same day funds. Upon


                                       23

<PAGE>


               fulfillment of the applicable conditions set forth in ARTICLE III
               and after receipt by the Agent of such funds, the Agent will make
               such funds available to the applicable Borrower at the Agent's
               aforesaid address. Promptly after each B Borrowing the Agent will
               notify each Bank of the amount of the B Borrowing, the consequent
               B Reduction and the dates upon which such B Reduction commenced
               and will terminate.

          (c)  The procedures for the solicitation and acceptance of B Advances
to be denominated in an Alternative Currency are set forth below:

          (i)  The Company (on behalf of itself or any Borrowing Subsidiary) may
     request a B Borrowing denominated in an Alternative Currency under this
     SECTION 2.03(c) by delivering to the Euro-Agent, by telecopier, telex or
     cable, confirmed immediately in writing, a Notice of a B Borrowing
     identifying the applicable Borrower and specifying the date and aggregate
     amount of the proposed B Borrowing, the maturity date for repayment of each
     B Advance to be made as part of such B Borrowing (which maturity date may
     not be earlier than the date occurring 15 days after the date of such B
     Borrowing or later than the Termination Date), the interest payment date or
     dates relating thereto, the requested Alternative Currency and any other
     terms to be applicable to such B Borrowing, not later than 4:00 P.M.
     (London time) four Business Days prior to the date of the proposed B
     Borrowing. Each solicitation made under this SUBSECTION (c) shall
     contemplate an Indexed Rate Auction. The Company shall request, within
     one-half hour prior to the issuance of a Notice of B Borrowing under this
     SECTION 2.03(c), the advice of the Euro-Agent as to the exchange rate then
     in effect with respect to the applicable Alternative Currency, and the
     Company shall specify in such Notice of B Borrowing the exchange rate so
     advised to it by the Euro-Agent. The Company shall, in addition, certify in
     each Notice of B Borrowing the Credit Ratings, if any, then in effect. The
     Euro-Agent shall, promptly following its receipt of a Notice of B Borrowing
     under this SECTION 2.03(c), notify each Bank of such request by sending
     such Bank a copy of such Notice of B Borrowing.

          (ii) Each Bank may, if, in its sole discretion, it elects to do so,
     irrevocably offer to make one or more B Advances to the applicable Borrower
     as part of such proposed B Borrowing in the requested Alternative Currency
     and at a rate or rates of interest specified by such Bank in its sole
     discretion, by notifying the Euro-Agent (which shall give prompt notice
     thereof to the Company), before Noon (London time) three Business Days
     before the date of such proposed B Borrowing, of the minimum amount and
     maximum amount of each B Advance which such Bank would be willing to make
     as part of such proposed B Borrowing (which amounts may, subject to the
     proviso to the first sentence of SECTION 2.03(a), exceed such Bank's
     Commitment), the rate or rates of interest therefor and such Bank's
     Applicable Lending Office with respect to such B Advance; PROVIDED that if
     the Euro-Agent in its capacity as a Bank shall, in its sole


                                       24

<PAGE>


     discretion, elect to make any such offer, it shall notify the Company of
     such offer before 11:30 A.M. (London time) on the date on which notice of
     such election is to be given to the Euro-Agent by the other Banks.

          (iii) The Company shall, in turn, before 4:00 P.M. (London time) three
     Business Days before the date of such proposed B Borrowing either:

                    (x)  cancel such B Borrowing by giving the Euro-Agent notice
          to that effect, or

                    (y)  accept (on behalf of the applicable Borrower), subject
          to SECTION 2.03(e), one or more of the offers made by any Bank or
          Banks pursuant to PARAGRAPH (ii) above, in its sole discretion, by
          giving notice to the Euro-Agent of the amount of each B Advance (which
          amount shall be equal to or greater than the minimum amount, and equal
          to or less than the maximum amount, notified to the Company by the
          Euro-Agent on behalf of such Bank for such B Advance pursuant to
          PARAGRAPH (ii) above) to be made by each Bank as part of such B
          Borrowing, and reject any remaining offers made by Banks pursuant to
          PARAGRAPH (ii) above by giving the Euro-Agent notice to that effect.

          (iv) If the Company notifies the Euro-Agent that such B Borrowing is
     cancelled pursuant to PARAGRAPH (iii)(x) above, the Euro-Agent shall give
     prompt notice thereof to the Banks and such B Borrowing shall not be made.

          (v)  If the Company accepts (on behalf of the applicable Borrower) one
     or more of the offers made by any Bank or Banks pursuant to PARAGRAPH
     (iii)(y) above, the Euro-Agent shall in turn promptly notify (A) each Bank
     that has made an offer as described in paragraph (ii) above of the
     Borrower, Alternative Currency, date and aggregate amount of such B
     Borrowing and whether or not any offer or offers made by such Bank pursuant
     to paragraph (ii) above have been accepted by the Company, (B) each Bank
     that is to make a B Advance as part of such B Borrowing, of the amount of
     each B Advance to be made by such Bank as part of such B Borrowing, and (C)
     each Bank that is to make a B Advance as part of such B Borrowing, upon
     receipt, that the Euro-Agent has received forms of documents appearing to
     fulfill the applicable conditions set forth in ARTICLE III. Each Bank that
     is to make a B Advance as part of such B Borrowing shall, before 12:00 noon
     (London time) on the date of such B Borrowing specified in the notice
     received from the Euro-Agent pursuant to clause (A) of the preceding
     sentence or any later time when such Bank shall have received notice from
     the Euro-Agent pursuant to clause (C) of the preceding sentence, make
     available for the account of its Applicable Lending Office to the
     Euro-Agent at the Payment Office for the applicable Alternative Currency
     such Bank's portion of such B Borrowing, in same day funds. Upon
     fulfillment of the applicable conditions set forth in ARTICLE III and after
     receipt by the Euro-Agent of such funds, the Euro-Agent will make


                                       25

<PAGE>


     such funds available to the applicable Borrower at the Euro-Agent's
     aforesaid address. Promptly after each B Borrowing the Euro-Agent will
     notify each Bank of the Borrower, Alternative Currency and amount of the B
     Borrowing, the consequent B Reduction and the dates upon which such B
     Reduction commenced and will terminate.

          (d)  Each B Borrowing shall, (i) in the case of a B Borrowing to be
denominated in Dollars, be in an aggregate amount not less than $10,000,000 or
an integral multiple of $1,000,000 in excess thereof (ii) in the case of a B
Borrowing to be denominated in an Alternative Currency, be in such minimum
amount as shall be advised by the Euro-Agent as being appropriate in light of
the prevailing market conditions and conventions at the time notice is given
pursuant to SECTION 2.03(c)(i), and, following the making of each B Borrowing,
the Borrowers shall be in compliance with the limitation set forth in the
proviso to the first sentence of SUBSECTION (a) above.

          (e)  Each acceptance by the Company pursuant to SECTION 2.03(b)
(iii)(y) or SECTION 2.03(c)(iii)(y) of the offers made in response to a Notice
of B Borrowing shall be treated as an acceptance of such offers in ascending
order of the rates or margins, as applicable, at which the same were made but
if, as a result thereof, two or more offers at the same such rate or margin
would be partially accepted, then the amounts of the B Advances in respect of
which such offers are accepted shall be treated as being the amounts which bear
the same proportion to one another as the respective amounts of the B Advances
so offered bear to one another but, in each case, rounded as the Euro-Agent may
consider necessary to ensure that the amount of each such B Advance is $500,000
(or, if the currency in which such B Advance is denominated is an Alternative
Currency, such comparable and convenient multiple thereof as the Euro-Agent
shall consider appropriate for the purpose) or an integral multiple thereof.

          (f)  Within the limits and on the conditions set forth in this SECTION
2.03, each Borrower may from time to time borrow under this SECTION 2.03, repay
pursuant to SUBSECTION (g) below, and reborrow under this SECTION 2.03.

          (g)  Each Borrower shall repay to the Agent for the account of each
Bank which has made a B Advance to it or (if different) for the account of the
holder of the applicable B Note, on the maturity date of each B Advance (such
maturity date being that specified by the Company for repayment of such B
Advance in the related Notice of B Borrowing and provided in the B Note
evidencing such B Advance), the then unpaid principal amount of such B Advance.
No Borrower shall have any right to prepay any principal amount of any B Advance
unless, and then only on the terms, specified by the Company for such B Advance
in the related Notice of B Borrowing and set forth in the B Note evidencing such
B Advance.

          (h)  Each Borrower shall pay interest on the unpaid principal amount
of each B Advance made to it, from the date of such B Advance to the date the
principal amount of such B Advance is repaid in full, at the rate of interest
for such B Advance specified by the Bank making such B Advance in the related
notice submitted by such Bank pursuant to SECTION 2.03(b)(ii) or SECTION
2.03(c)(ii), as applicable, payable on the interest payment date or dates


                                       26

<PAGE>


specified by the Company for such B Advance in such Notice of B Borrowing, in
each case as provided in the B Note evidencing such B Advance. In the event the
term of any B Advance shall be longer than three months, interest thereon shall
be payable not less frequently than once each three-month period during such
term.

          (i)  The indebtedness of each Borrower resulting from each B Advance
made to it shall be evidenced by a separate B Note of such Borrower payable to
the order of the Bank making such B Advance.

          SECTION 2.04. FEES.

          (a)  FACILITY FEE. The Company agrees to pay each Bank a facility fee
     at the respective rate per annum set forth below on such Bank's average
     daily Commitment (irrespective of usage and without giving effect to any B
     Reduction) from the date hereof until the Termination Date, payable on the
     last day of each March, June, September and December during the term of
     such Bank's Commitment, commencing December 31, 2000, and on the
     Termination Date. The facility fee in respect of any period shall be
     determined on the basis of the Credit Ratings in effect during such period,
     in accordance with the table set forth below. The rate per annum at which
     such facility fee is calculated shall change when and as any Credit Rating
     changes.

<TABLE>
<CAPTION>

                   Credit Rating                            Facility Fee
                   -------------                            ------------
                                                          (Rate per annum)
<S>                                                       <C>
          A or better (S&P) OR                                 0.07%
          A2 or better (Moody's)

          Below A (S&P) and A2 (Moody's)
          but
          A- (S&P) OR                                          0.08%
          A3 (Moody's)

          Below A- (S&P) and A3 (Moody's)
          but                                                  0.09%
          BBB+ (S&P) OR
          Baa1 (Moody's)

          Below BBB+ (S&P) and Baa1 (Moody's)
          but                                                  0.11%
          BBB (S&P) OR
          Baa2 (Moody's)

          Below BBB (S&P) and Baa2 (Moody's)                   0.15%
          but
          BBB- (S&P) AND Baa3 (Moody's)

          Below BBB- (S&P) or Baa3 (Moody's)                   0.20%
</TABLE>


                                       27

<PAGE>


     If, during any period, the Company shall not have Credit Ratings from both
     S&P and Moody's, the Credit Rating of the Company for purposes of this
     SECTION 2.04(a) shall be deemed to be below BBB- (S&P) and below Baa3
     (Moody's) during such period. In addition, and notwithstanding the
     foregoing chart, if the Credit Rating of the Company from S&P is more than
     one level higher or lower than the equivalent Credit Rating of the Company
     from Moody's at such time, then the facility fee rate shall be determined
     as if the applicable Credit Rating of the Company from each of S&P and
     Moody's were one level higher than the lower of the two Credit Ratings.

          (b)  UTILIZATION FEE. For each day on which the aggregate outstanding
     principal amount of the Advances exceeds 50% of the aggregate amount of the
     Commitments, a utilization fee (the "UTILIZATION FEE") (in addition to all
     other interest and fees payable with respect to the Advances) will accrue
     on each outstanding Advance at a rate equal to 0.10% per annum (computed
     daily on the basis of a three hundred sixty (360) day year and actual days
     elapsed). The Utilization Fee will be payable, when applicable, with
     respect to each applicable Advance, on each date that interest is payable
     with respect to such Advance.

          (c)  AGENCY FEE. The Company agrees to pay to the Agent and the
     Euro-Agent for the Australian Local Currency Facility those fees as are
     described in that certain letter agreement dated November 9, 2000 (as the
     same may from time to time be amended, supplemented, restated or otherwise
     modified), when and as the same shall become due and payable by the Company
     as provided therein.

          SECTION 2.05. REDUCTION OF THE COMMITMENTS; INCREASED COMMITMENTS;
ADDITIONAL BANKS.

          (a)  The Company shall have the right, upon at least three Business
     Days' notice to the Agent, to terminate in whole or reduce ratably in part
     the unused portions of the respective Commitments of the Banks; PROVIDED,
     that the aggregate amount of the Commitments of the Banks shall not be
     reduced to an amount which is less than the aggregate principal amount of
     the B Advances then outstanding; and PROVIDED, FURTHER, that each partial
     reduction shall be in the aggregate amount of $10,000,000 or an integral
     multiple of $1,000,000 in excess thereof.

          (b)  The Company may, upon at least thirty (30) days notice to the
     Agent (which shall promptly provide a copy of such notice to the Banks),
     propose to increase the aggregate amount of the Commitments by an amount
     not to exceed $50,000,000 (the amount of any such increase, the "INCREASED
     COMMITMENTS"). The Company shall be entitled to have the aggregate
     Commitments increased pursuant to this Section only once. Each Bank party
     to this Agreement at such time shall have the right (but no obligation),
     for a period of fifteen (15) days following receipt of such notice, to
     elect by notice to the Company and the Agent to increase its Commitment by
     a principal amount which bears


                                       28

<PAGE>


     the same ratio to the Increased Commitments as its then Commitment bears to
     the aggregate Commitments then existing.

          (c)  If any Bank party to this Agreement shall not elect to increase
     its Commitment pursuant to SUBSECTION (b) of this Section, the Company may
     designate another lender or other lenders (which may be, but need not be,
     one or more of the existing Banks) which at the time agree to (i) in the
     case of any such lender that is an existing Bank, increase its Commitment
     and (ii) in the case of any other such lender (an "ADDED BANK"), become a
     party to this Agreement. The sum of the increases in the Commitments of the
     existing Banks pursuant to this SUBSECTION (c) plus the Commitments of the
     Added Banks shall not in the aggregate exceed the unsubscribed amount of
     the Increased Commitments.

          (d)  An increase in the aggregate amount of the Commitments pursuant
     to this SECTION 2.05 shall become effective upon the receipt by the Agent
     of an Increase Agreement signed by the Company, by each Added Bank, and by
     each other Bank whose Commitment is to be increased (each such Bank, an
     "INCREASING BANK"), setting forth the new Commitments of such Banks and
     setting forth the agreement of each Added Bank to become a party to this
     Agreement and to be bound by all the terms and provisions hereof, together
     with such evidence of appropriate corporate authorization on the part of
     the Company with respect to the Increased Commitments and such opinions of
     counsel for the Company with respect to the Increased Commitments as set
     forth in the Increase Agreement. Once the Increase Agreement has been
     executed and delivered by the applicable parties, this Agreement shall be
     deemed to be amended to reflect the increase in Commitments provided for
     therein notwithstanding the provisions of SECTION 9.01.

          By executing and delivering an Increase Agreement, each Increasing
     Bank and each Added Bank confirms to and agrees with each party hereto as
     follows: (i) neither the Agent nor any Bank makes any representation or
     warranty, nor assumes any 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; and (ii) neither the Agent nor any Bank makes
     any representation or warranty, nor assumes any responsibility with respect
     to, the financial condition of any Borrower or the performance or
     observance by any Borrower of any of its obligations under this Agreement
     or any other instrument or document furnished pursuant hereto.

          Within five (5) Business Days after execution of an Increase
     Agreement, the Company, at its own expense, shall execute and deliver to
     the Agent a new A Note to the order of each Added Bank and, if requested by
     any Increasing Bank, to such Increasing Bank. Such new A Note or Notes
     shall be dated the effective date of such Increase Agreement and shall
     otherwise be in substantially the form of EXHIBIT A-1 hereto.


                                       29

<PAGE>


          (e)  If there are any A Advances outstanding on the effective date of
     any Increase Agreement, each Bank other than an Added Bank or an Increasing
     Bank (each such Bank an "ASSIGNING BANK") agrees that it will assign to
     each Added Bank and Increasing Bank such portion of such Assigning Bank's
     rights and obligations under this Agreement as shall be necessary to cause
     each Added Bank and Increasing Bank to share ratably (based on the
     proportion that such Added Bank's or Increasing Bank's Commitment bears to
     the Total Commitment after giving effect to the Increase Agreement) in each
     such A Advance. Such assignments shall be effected by execution and
     delivery by the applicable Assigning Banks, Added Banks or Increasing Banks
     of Assignments and Acceptances. In consideration of such assignments, each
     Added Bank and Increasing Bank shall before 12:00 noon (New York City time)
     on the effective date of the Increase Agreement, make available for the
     account of its Applicable Lending Office to the Agent at its address
     referred to in SECTION 9.02, in same day funds, such Added Bank's or
     Increasing Bank's ratable portion (based on (1) the proportion that such
     Added Bank's Commitment or the increase in such Increasing Bank's
     Commitment bears to the Total Commitment after giving effect to the
     Increase Agreement) of each A Borrowing then outstanding, together with an
     amount equal to such ratable portion of the interest which has accrued to
     such date and remains unpaid on such A Advances. After the Agent's receipt
     of such funds, the Agent will promptly make such same day funds available
     to the account of each Assigning Bank in an amount equal to such Assigning
     Bank's ratable portion of such payment by the Added Banks and Increasing
     Banks.

          SECTION 2.06. REPAYMENT OF COMMITTED ADVANCES. Except as otherwise
provided in SECTION 2.13, each Borrower shall repay on the Termination Date the
principal amount of each A Advance made to it. Except as otherwise specified in
SECTION 2.13, each Borrower shall repay on the Termination Date (or on any
earlier date specified in the Local Currency Addendum relating to such Local
Currency Advance) the principal amount of each Local Currency Advance made to
it.

          SECTION 2.07. INTEREST ON COMMITTED ADVANCES. Each Borrower shall pay
interest on the unpaid principal amount of each Committed Advance made by each
Bank to such Borrower from the date of such Committed Advance until such
principal amount shall be paid in full, at the following rates per annum:

          (a)  BASE RATE ADVANCES. If such Committed Advance is a Base Rate
     Advance, a rate per annum equal at all times to the Base Rate in effect
     from time to time, payable monthly on the tenth day of each month and on
     the date such Base Rate Advance shall be paid in full; PROVIDED, that any
     amount of principal which is not paid when due (whether at stated maturity,
     by acceleration or otherwise) shall bear interest, from the date on which
     such amount is due until such amount is paid in full, payable on demand, at
     a rate per annum equal at all times to 2% per annum above the Base Rate in
     effect from time to time. The Agent shall provide telephonic notice to the
     Company (which in turn shall advise the applicable Borrower) of the amount
     of interest due and payable on Base Rate Advances by a date not later than
     the date such payment is due; PROVIDED, HOWEVER, that the Agent's failure
     to give such notice shall not discharge the applicable Borrower from



                                       30

<PAGE>

          the payment of interest but shall only delay the due date of such
          interest until such telephonic notice is given.

               (b) ADJUSTED CD RATE ADVANCES. If such Committed Advance is an
          Adjusted CD Rate Advance, a rate per annum equal at all times during
          the Interest Period for such A Advance to the sum of the Adjusted CD
          Rate for such Interest Period for such Advance plus the Applicable CD
          Rate Margin, payable on the last day of such Interest Period and, if
          such Interest Period has a duration of more than 90 days, on each day
          which occurs during such Interest Period every 90 days from the first
          day of such Interest Period; PROVIDED that any amount of principal
          which is not paid when due (whether at stated maturity, by
          acceleration or otherwise) shall bear interest, from the date on which
          such amount is due until such amount is paid in full, payable on
          demand, at a rate per annum equal at all times to 2% per annum above
          (x) if the originally scheduled Interest Period shall then be in
          effect, the sum of the Adjusted CD Rate plus the Applicable CD Rate
          Margin then in effect with respect to such A Advance, and (y) in all
          other cases, the Base Rate in effect from time to time. "APPLICABLE CD
          RATE MARGIN" means, in respect of any Adjusted CD Rate Advance, a rate
          per annum determined as of the first day of the Interest Period for
          such Adjusted CD Rate Advance in reference to the table set forth
          below on the basis of the Credit Ratings at such time.
<TABLE>
<CAPTION>
                                                                       Applicable CD Rate
                                                                             Margin
          Credit Rating                                                  (Rate Per Annum)
          -------------                                                 ------------------
          <S>                                                           <C>
          A or better (S&P) OR
          A2 or better (Moody's)                                              0.280%

          Below A (S&P) and A2
          (Moody's) but
          A- (S&P) OR A3 (Moody's)                                            0.290%

          Below A- (S&P) and A3 (Moody's)
          but
          BBB+ (S&P) OR Baa1 (Moody's)                                        0.335%

          Below BBB+ (S&P) and Baa1 (Moody's)
          but
          BBB (S&P) OR Baa2 (Moody's)                                         0.390%

          Below BBB (S&P) and Baa2 (Moody's)
          but
          BBB- (S&P) AND Baa3 (Moody's)                                       0.475%

          Below BBB- (S&P) OR Baa3 (Moody's)                                  0.625%
</TABLE>

          If, on the first day of the Interest Period for any Adjusted CD Rate
          Advance, the Company shall not have Credit Ratings from both S&P and
          Moody's, the Credit Ratings

                                       31

<PAGE>

          of the Company for purposes of this SECTION 2.07(b) shall be deemed to
          be below BBB- (S&P) and below Baa3 (Moody's) during such period. In
          addition, and notwithstanding the foregoing chart, if the Credit
          Rating of the Company from S&P is more than one level higher or lower
          than the equivalent Credit Rating from Moody's at such time, then the
          Applicable CD Rate Margin shall be determined as if the applicable
          Credit Rating of the Company from each of S&P and Moody's were one
          level higher than the lower of the two Credit Ratings.

               (c) EUROCURRENCY ADVANCES. If such Committed Advance is a
          Eurocurrency Advance, a rate per annum equal at all times during the
          Interest Period for such Committed Advance to the sum of the
          Eurocurrency Rate for such Interest Period plus the Applicable
          Eurocurrency Margin, payable on the last day of such Interest Period
          and, if such Interest Period has a duration of more than three months,
          on each day which occurs during such Interest Period every three
          months from the first day of such Interest Period; PROVIDED that any
          amount of principal which is not paid when due (whether at stated
          maturity, by acceleration or otherwise) shall bear interest, from the
          date on which such amount is due until such amount is paid in full,
          payable on demand, at a rate per annum equal at all times to 2% per
          annum above (x) if the originally scheduled Interest Period shall then
          be in effect, the sum of the Eurocurrency Rate plus the Applicable
          Eurocurrency Margin then in effect with respect to such A Advance, and
          (y) in all other cases, the Base Rate in effect from time to time.
          "APPLICABLE EUROCURRENCY MARGIN" means, in respect of any Eurocurrency
          Advance (unless such Eurocurrency Advance is a Local Currency Advance
          and the applicable Local Currency Addendum specifies a different
          Applicable Margin or Margins), a rate per annum determined as of the
          first day of the Interest Period for such Eurocurrency Advance in
          reference to the table set forth below on the basis of the Credit
          Ratings at such time.

<TABLE>
<CAPTION>
                                                                    Applicable
                                                                Eurocurrency Margin
          Credit Rating                                          (Rate per Annum)
          -------------                                         -------------------
          <S>                                                   <C>
          A or better (S&P) OR
          A2 or better (Moody's)                                          0.155%

          Below A (S&P) and A2 (Moody's)
          but
          A- (S&P) OR
          A3 (Moody's)                                                    0.165%

          Below A- (S&P) and A3 (Moody's)
          but
          BBB+ (S&P) OR
          Baa1 (Moody's)                                                  0.210%

          Below BBB+ (S&P) and Baa1 (Moody's)
</TABLE>

                                       32

<PAGE>

<TABLE>
          <S>                                                   <C>
          but
          BBB (S&P) OR
          Baa2 (Moody's)                                                  0.265%

          Below BBB (S&P) and Baa2 (Moody's)
          but
          BBB- (S&P) AND
          Baa3 (Moody's)                                                  0.350%
          Below BBB- (S&P) OR
          Baa3 (Moody's)                                                  0.500%
</TABLE>

          If, on the first day of the Interest Period for any Eurocurrency
          Advance, the Company shall not have Credit Ratings from both S&P and
          Moody's, the Credit Ratings of the Company, for purposes of this
          SECTION 2.07(b), shall be deemed to be below BBB- (S&P) and below Baa3
          (Moody's) during such period. In addition, and notwithstanding the
          foregoing chart, if the Credit Rating of the Company from S&P is more
          than one level higher or lower than the equivalent Credit Rating of
          the Company from Moody's at such time, then the Applicable
          Eurocurrency Margin shall be determined as if the Credit Rating of the
          Company from each of S&P and Moody's were one level higher than the
          lower of the two Credit Ratings.

               (d) LOCAL CURRENCY ADVANCES OTHER THAN EUROCURRENCY ADVANCES. If
          such Advance is a Local Currency Advance other than a Eurocurrency
          Advance, a rate per annum calculated in the manner specified in the
          applicable Local Currency Addendum, payable on the dates specified in
          such Local Currency Addendum.

               SECTION 2.08. ADDITIONAL INTEREST ON EUROCURRENCY ADVANCES. Each
Borrower shall pay to each Bank, so long as such Bank (or Citibank, in the case
of Eurocurrency Advances of Citicorp) shall be required under regulations of the
Board of Governors of the Federal Reserve System to maintain reserves with
respect to liabilities or assets consisting of or including Eurocurrency
Liabilities, additional interest on the unpaid principal amount of each
Eurocurrency Advance made by such Bank to such Borrower, from the date of such
Committed Advance until such principal amount is paid in full, at an interest
rate per annum equal at all times to the remainder obtained by subtracting (i)
the Eurocurrency Rate for the Interest Period for such Committed Advance from
(ii) the rate obtained by dividing such Eurocurrency Rate by a percentage equal
to 100% minus the Eurocurrency Rate Reserve Percentage of such Bank for such
Interest Period, payable on each date on which interest is payable on such
Committed Advance. Such additional interest so notified to the Company (which in
turn shall advise the applicable Borrower) by any Bank shall be payable to the
Agent (or, in the case of (a) any A Advance which is a Eurocurrency Advance
denominated in an Alternative Currency, the Euro-Agent, or (b) any Local
Currency Advance, the applicable Local Currency Agent) for the account of such
Bank on the dates specified for payment of interest for such Advance in SECTION
2.07.

                                     33

<PAGE>

               SECTION 2.09. INTEREST RATE DETERMINATION.

               (a) Each Reference Bank agrees to furnish to the Agent (in the
          case of Adjusted CD Rate Advances and A Advances which are
          Eurocurrency Advances denominated in Dollars), the Euro-Agent (in the
          case of A Advances which are Eurocurrency Advances denominated in any
          Alternative Currency) and the applicable Local Currency Agent (in the
          case of Local Currency Advances which are Eurocurrency Advances)
          timely information for the purpose of determining each Adjusted CD
          Rate or Eurocurrency Rate, as applicable. The Agent, Euro-Agent and
          Local Currency Agent, as applicable, shall give prompt notice to the
          Company (which in turn shall advise the applicable Borrower) and the
          Banks of the applicable interest rate determined by the Agent for
          purposes of SECTION 2.07(a), (b) or (c), and the applicable rate, if
          any, furnished by each Reference Bank for the purpose of determining
          the applicable interest rate under SECTION 2.07(b) or (c), as
          applicable.

               (b) If the Agent, the Euro-Agent or a Local Currency Agent shall,
          at least one Business Day before the date of any requested Committed
          Borrowing or the Conversion, Redenomination or continuation of any
          Committed Borrowing, notify the Company and the Banks that less than
          two of the Reference Banks shall have failed to furnish timely
          information to the Agent for determining the Adjusted CD Rate for any
          Adjusted CD Rate Advances, or the Eurocurrency Rate for any
          Eurocurrency Advances denominated in a particular currency, the Agent
          shall forthwith notify the Company and the Banks that the interest
          rate cannot be determined for such Adjusted CD Rate Advances or
          Eurocurrency Advances, as the case may be, whereupon

               (i)  each such Advance will automatically, on the last day of the
                    then outstanding Interest Period therefor, Convert into or
                    be Redenominated as, and with respect to a requested
                    Committed Borrowing Advance as part of a requested Committed
                    Borrowing, such Advance shall be, a Eurocurrency Advance
                    denominated in Dollars, or, if the request was for Adjusted
                    CD Rate Advances, or if the affected currency is Dollars, as
                    applicable, a Base Rate Advance (or if such Advance is then
                    a Base Rate Advance, will continue as a Base Rate Advance)
                    or if the request was for a Local Currency Advance at the
                    Eurocurrency Rate, a Floating Rate Advance bearing interest
                    at such other rate as may be specified in such event in any
                    applicable Local Currency Addendum, and

               (ii) the rights of the Borrowers to select, and the obligation of
                    the Banks to make, or to Convert Advances into or
                    Redenominate or continue Advances as, Adjusted CD Rate
                    Advances or Eurocurrency Advances in such currency, as the
                    case may be, shall be suspended until the Agent shall notify
                    the Borrower and the Banks that the circumstances causing
                    such suspension no longer exist.

               (c) If, with respect to any Eurocurrency Advances or Local
          Currency Advances bearing interest at a Fixed Rate (unless the
          applicable Local Currency Addendum has provided that this Section
          shall not apply to Local Currency Advances under such Local Currency
          Addendum), the Majority Banks (or in the case of Local Currency
          Advances,

                                       34

<PAGE>

          the Majority Local Currency Banks under the applicable Local Currency
          Addendum) shall at least one Business Day before the requested date
          of, or the proposed Conversion, Redenomination or continuation of the
          Advances comprising all or part of, any Committed Borrowing, notify
          the Agent that the Eurocurrency Rate (or any other requested Fixed
          Rate in the case of Local Currency Advances) for any Interest Period
          for such Advances in a particular currency will not adequately reflect
          the cost to such Majority Banks (or Majority Local Currency Banks, as
          applicable) of making, funding or maintaining their respective
          Eurocurrency Advances or Local Currency Advances bearing interest at a
          Fixed Rate for such Interest Period, the Agent shall forthwith so
          notify the Company and the Banks, whereupon

               (i)  each such outstanding Eurocurrency Advance or Local Currency
                    Advance will automatically, on the last day of the then
                    existing Interest Period therefor, Convert or be
                    Redenominated into or continued as, and with respect to a
                    requested Committed Advance as part of a requested Committed
                    Borrowing, such Advance shall be, a Eurocurrency Advance
                    denominated in Dollars (or, if the affected currency is
                    Dollars, a Base Rate Advance) or, if the request was for a
                    Local Currency Advance at a Fixed Rate, a Floating Rate
                    Advance bearing interest at such other rate as may be
                    specified in such event in any applicable Local Currency
                    Addendum, and

               (ii) the rights of the Borrowers to select, and the obligation of
                    the Banks to make, or to Convert Advances into, or
                    Redenominate or continue Advances as, Eurocurrency Advances
                    in such currency or Local Currency Advances as such Fixed
                    Rate Advances shall be suspended until the Majority Banks
                    have notified the Agent and the Agent shall notify the
                    Company and the Banks that the circumstances causing such
                    suspension no longer exist.

               (d) If any Bank shall, not later than 10:00 A.M. (London time)
          two Business Days before the date of, or the proposed Conversion,
          Redenomination or continuation of, any requested Eurocurrency Advance
          or Local Currency Advance (unless the applicable Local Currency
          Addendum has provided that this Section shall not apply to Local
          Currency Advances under such Local Currency Addendum), notify the
          Agent, the Euro-Agent and any applicable Local Currency Agent that
          such Bank is not satisfied that deposits in the relevant Alternative
          Currency will be freely available to it in the relevant amount and for
          the relevant Interest Period, the Agent shall forthwith so notify the
          Company and the Banks, whereupon

               (i)  each such outstanding Eurocurrency Advance or Local Currency
                    Advance of such Bank will automatically, on the last day of
                    the then existing Interest Period therefor, Convert or be
                    Redenominated into or continued as, and with respect to a
                    requested Committed Advance as part of a requested Committed
                    Borrowing, such Advance shall be, a Eurocurrency Advance
                    denominated in Dollars and having an Interest Period
                    coextensive with the Interest Period in

                                       35

<PAGE>

                    effect in respect of all other Committed Advances comprising
                    part of such Committed Borrowing; and

               (ii) the right of the Borrowers to request Eurocurrency Advances
                    or Local Currency Advances in such Alternative Currency from
                    such Bank as part of such Committed Borrowing or any other
                    Committed Borrowing shall be suspended until such Bank shall
                    notify the Agent, the Euro-Agent, or the applicable Local
                    Currency Agent that the circumstances causing such
                    suspension no longer exist, and the Advance to be made by
                    such Bank as part of such Committed Borrowing (and the
                    Advance to be made by such Bank as part of any subsequent
                    Committed Borrowing in respect of which such Alternative
                    Currency shall have been requested during such period of
                    suspension) shall be a Eurocurrency Advance denominated in
                    Dollars and having an Interest Period coextensive with the
                    Interest Period in effect in respect of all other Advances a
                    part of such Committed Borrowing.

               (e) If any Bank shall, not later than 10:00 A.M. (London time)
          two Business Days before the date of, or the proposed Conversion,
          Redenomination or continuation of, any requested Eurocurrency Advance
          (other than a Local Currency Advance) in an Alternative Currency other
          than a Primary Currency, notify the Agent or the Euro-Agent that such
          Bank, in its sole discretion, does not wish to fund the requested
          Eurocurrency Advance in such Alternative Currency for the relevant
          Interest Period, the Agent shall forthwith so notify the Company and
          the Banks, whereupon

               (i)  each such outstanding Eurocurrency Advance of such Bank will
                    automatically, on the last day of the then existing Interest
                    Period therefor, Convert or be Redenominated into or
                    continued as, and with respect to a requested A Advance as
                    part of a requested A Borrowing, such Advance to be made by
                    such Bank as part of such A Borrowing shall be, a
                    Eurocurrency Advance denominated in Dollars and having an
                    Interest Period coextensive with the Interest Period in
                    effect in respect of all other A Advances comprising a part
                    of such A Borrowing; and

               (ii) the right of the Borrowers to request Eurocurrency Advances
                    in such Alternative Currency from such Bank as part of such
                    A Borrowing shall be suspended as to such A Borrowing for
                    such Interest Period.

               (f) Each of the Agent, the Euro-Agent and any Local Currency
          Agent shall, upon becoming aware that the circumstances causing any
          such suspension referred to in SECTIONS 2.09 (b)-(e) or 2.13 no longer
          apply, promptly so notify the Company, PROVIDED that the failure of
          the Agent, the Euro-Agent or any Local Currency Agent to so notify the
          Company shall not impair the rights of the Banks under this SECTION
          2.09 or SECTION 2.13, as applicable, or expose the Agent, the
          Euro-Agent or any Local Currency Agent to any liability.

                                       36

<PAGE>

               (g) If the applicable Borrower shall fail to select the duration
          of any Interest Period for any Fixed Rate Advances in accordance with
          the provisions contained in the definition of "Interest Period" in
          SECTION 1.01 and the provisions of SECTION 2.10 or any applicable
          Local Currency Addendum, or is not entitled to Convert, continue or
          Redenominate such Advances into or as Fixed Rate Advances pursuant to
          SECTION 2.10, the Agent will forthwith so notify the Company and the
          Banks and such Advances will automatically, on the last day of the
          then existing Interest Period therefor, Convert into Floating Rate
          Advances.

               (h) On the date on which the aggregate unpaid principal amount of
          A Advances comprising any A Borrowing shall be reduced, by payment or
          prepayment or otherwise, to less than $9,000,000 (or its equivalent in
          any Alternative Currency), such A Advances shall, if they are A
          Advances of a Type other than Base Rate Advances, automatically
          Convert or be Redenominated into Base Rate Advances, and on and after
          such date the right of the applicable Borrower to Convert or
          Redenominate such A Advances into A Advances of a Type other than Base
          Rate Advances shall terminate; PROVIDED, HOWEVER, that if and so long
          as each such A Advance shall be of the same Type and have the same
          Interest Period as A Advances comprising another Borrowing or other
          Borrowings of such Borrower, and the aggregate unpaid principal amount
          of all such A Advances shall equal or exceed $9,000,000 (or its
          equivalent in any Alternative Currency), the Borrower shall have the
          right to continue all such Advances as, or to Convert or Redenominate
          all such Advances into, Advances of such Type having such Interest
          Period. On the date on which the aggregate unpaid principal amount of
          Fixed Rate Advances comprising any Local Currency Borrowing shall be
          reduced, by payment or prepayment or otherwise, to less than
          $9,000,000 (or its equivalent in the relevant Alternative Currency),
          or such other minimum amount for Borrowings of Fixed Rate Advances as
          has been set forth in the applicable Local Currency Addendum, such
          Fixed Rate Advances shall automatically Convert into Floating Rate
          Advances, and on and after such date the right of the applicable
          Borrower to Convert such Advances into Advances other than Floating
          Rate Advances shall terminate; PROVIDED, HOWEVER, that if and so long
          as each such Fixed Rate Advance shall be of the same Type and have the
          same Interest Period as Fixed Rate Advances comprising another Local
          Currency Borrowing or other Local Currency Borrowings of such Borrower
          under such Local Currency Addendum, and the aggregate unpaid principal
          amount of all such Fixed Rate Advances shall equal or exceed
          $9,000,000 (or its equivalent in the relevant Alternative Currency) or
          such other applicable minimum, the Borrower shall have the right to
          continue all such Advances as, or to Convert such Advances into, Fixed
          Rate Advances of such Type having such Interest Period.

               SECTION 2.10. VOLUNTARY CONVERSION OR CONTINUATION OF ADVANCES.

               (a) The applicable Borrower may on any Business Day, upon notice
          given to the Agent not later than 11:00 A.M. (New York City time) on
          the second Business Day prior to the date of the proposed Conversion
          or continuation, and subject to the provisions of SECTIONS 2.09 and
          2.13 and the provisos in this SECTION 2.10(a) and, if applicable any

                                       37

<PAGE>

          Local Currency Addendum, Convert all or any part of the Committed
          Advances of one Type denominated in Dollars (or the relevant
          Alternative Currency, in the case of Local Currency Advances)
          comprising the same Committed Borrowing into Advances of another Type
          denominated in Dollars (or the relevant Alternative Currency, in the
          case of Local Currency Advances) or continue all or any part of the
          Committed Advances of one Type denominated in Dollars comprising the
          same Committed Borrowing as Committed Advances of the same Type
          denominated in Dollars (or the relevant Alternative Currency, in the
          case of Local Currency Advances); PROVIDED, HOWEVER, that any such
          Conversion or continuation of any Fixed Rate Advances shall be made
          on, and only on, the last day of an Interest Period for such Fixed
          Rate Advances; and PROVIDED FURTHER, that no Committed Advance may be
          Converted into or continued as, a Fixed Rate Advance, at any time that
          a Default or Event of Default has occurred and is continuing. Any such
          Conversion or continuation of any Committed Advances shall be in the
          minimum amounts and increments specified in SECTION 2.01(b); PROVIDED,
          that in the case of the continuation of a Borrowing comprised of
          Eurocurrency Advances denominated in an Alternative Currency, such
          continuation may, subject to the terms and conditions otherwise set
          forth herein, be in an aggregate principal amount equal to the
          aggregate principal amount of the Borrowing being continued. Each such
          notice of a Conversion or continuation shall, within the restrictions
          specified above, specify (i) the date of such Conversion, (ii) the
          Committed Advances to be Converted, and (iii) if such Conversion is
          into Fixed Rate Advances, the duration of the Interest Period for each
          such Committed Advance.

               (b) The Borrower may, upon notice given to the Agent not later
          than 11:00 a.m. (New York City time) on a Business Day at least three
          Business Days prior to the date of the proposed Redenomination, and
          subject to the provisions of SECTION 2.09 and 2.13 and the provisos in
          this SECTION 2.10(b), request that all or any part of the Advances
          comprising the same A Borrowing be Redenominated from Dollars into an
          Alternative Currency, from an Alternative Currency into Dollars or
          another Alternative Currency, or continued in the same Alternative
          Currency; PROVIDED, HOWEVER, that any Redenomination shall be made on,
          and only on, the last day of an Interest Period for such Advances;
          PROVIDED FURTHER, that any such Redenomination of A Advances shall be
          in the minimum amounts and increments specified in SECTION 2.01(b);
          and PROVIDED FURTHER, that no Advance may be Redenominated at any time
          that a Default or Event of Default has occurred and is continuing.
          Each such notice of request of a Redenomination (a "NOTICE OF
          REDENOMINATION") shall be by telecopier, telex or cable, confirmed
          immediately in writing, specifying (i) the Advances comprising the A
          Borrowing to be Redenominated, (ii) the date of the proposed
          Redenomination, (iii) the currency into which such Advances are to be
          Redenominated, and (iv) the duration of the Interest Period for such
          Advances upon being so Redenominated. Subject to the provisions of
          SECTIONS 2.09 and 2.13 and of the second proviso in SECTION 2.10(b),
          each Advance so requested to be Redenominated will be Redenominated,
          on the date specified therefor in such Notice of Redenomination, into
          an equivalent amount thereof in the currency requested in such Notice
          of Redenomination, such equivalent amount to be determined on such
          date in accordance

                                       38

<PAGE>

          with SECTION 2.16, and, upon being so Redenominated, will have an
          initial Interest Period as requested in such Notice of Redenomination.

               SECTION 2.11. PREPAYMENTS.

               (a) Subject to SECTION 9.04(b) hereof, and to the terms of the
          applicable Local Currency Addendum, if applicable, a Borrower may (i)
          following notice given to the Agent by the Company (on behalf of such
          Borrower) not later than 11:00 A.M. (New York City time or local time,
          as applicable) on the proposed date of prepayment (or two Business
          Days prior to such prepayment in the case of a Designated Prepayment),
          such notice specifying the applicable Borrower, the proposed date and
          aggregate principal amount of the prepayment, and if such notice is
          given such Borrower shall, prepay the outstanding principal amounts of
          the Base Rate Advances comprising part of the same A Borrowing or
          Floating Rate Advances comprising the same Local Currency Borrowing in
          whole or ratably in part, together with accrued interest to the date
          of such prepayment on the principal amount prepaid and (ii) following
          notice given to the Agent (or, in the case of Fixed Rate Advances
          denominated in any Alternative Currency, the Euro-Agent or the
          applicable Local Currency Agent, as applicable) by the Company (on
          behalf of such Borrower) not later than 11:00 A.M. (London time or
          local time, as applicable) three Business Days prior to the proposed
          date of prepayment (or five Business Days prior to the proposed date
          of prepayment in the case of a Designated Prepayment), such notice
          specifying the applicable Borrower, the proposed date of the
          prepayment, and if such notice is given such Borrower shall, prepay
          the outstanding principal amounts of the Fixed Rate Advances
          comprising a Committed Borrowing in whole (and not in part), together
          with accrued interest to the date of such prepayment on the principal
          amount prepaid; PROVIDED, HOWEVER, that Fixed Rate Advances that are A
          Advances may be prepaid ratably in part if such prepayment is a
          Designated Prepayment. In the case of a Designated Prepayment which
          provides for a prepayment in part of an A Borrowing, such prepayment
          shall be allocated only to the Local Currency Banks under the
          Australian Local Currency Addenda and allocated among such Banks
          according to their Local Currency Commitments under the Australian
          Local Currency Addenda. In the case of a Committed Borrowing comprised
          of Base Rate Advances or other Floating Rate Advances, each partial
          prepayment shall be in an aggregate principal amount not less than
          $1,000,000.

               (b) If on any date that Dollar equivalents of (i) Advances
          outstanding in an Alternative Currency or (ii) Local Currency
          Advances, are determined pursuant to SECTION 2.16 (each such date, a
          "COMPUTATION DATE"), it is determined that as a result of currency
          fluctuations with respect to the Advances or Local Currency Advances
          to which such Computation Date applies, the Dollar equivalent of the
          aggregate principal amount of all outstanding Advances exceeds the
          aggregate of all of the Commitments, the Borrowers shall on such date
          prepay an aggregate principal amount of A Advances ratably to the
          Banks in an amount equal to or, at the option of the Borrower, greater
          than such excess, with accrued interest to the date of such prepayment
          on the principal amount prepaid. The Borrowers may determine which
          Borrowing such prepayment shall be

                                       39


<PAGE>

          allocated to, and any such prepayment of Fixed Rate Advances shall be
          subject to the provisions of SECTION 9.04(b).

               SECTION 2.12. INCREASED COSTS AND REDUCED RETURN.

               (a) If, due to either (i) the introduction of or any change
          (other than any change by way of imposition or increase of reserve
          requirements, in the case of Adjusted CD Rate Advances, included in
          the Adjusted CD Rate Reserve Percentage or the Assessment Rate, or, in
          the case of Eurocurrency Advances, included in the Eurocurrency Rate
          Reserve Percentage) in or in the interpretation of any law or
          regulation or (ii) the compliance with any guideline or request from
          any central bank or other governmental authority (whether or not
          having the force of law) adopted after the Restatement Date, or
          reasonably determined by a Bank only after the Restatement Date to be
          applicable to it or to its Eurocurrency Advances, Adjusted CD Rate
          Advances, or other Fixed Rate Advances, there shall be any increase
          after the date hereof in the cost to any Bank of agreeing to make or
          making, funding or maintaining Adjusted CD Rate Advances, Eurocurrency
          Advances, or other Fixed Rate Advances, by an amount deemed by such
          Bank to be material, then the Company shall from time to time, within
          15 days after demand by such Bank, accompanied by the certificate
          required therefor under SECTION 2.12(c) (with a copy of such demand
          and such certificate to the Agent), pay to the Agent for the account
          of such Bank additional amounts sufficient to compensate such Bank for
          such increased cost. It shall be assumed, for the purpose of computing
          amounts to be paid by the Company to Citicorp pursuant to this SECTION
          2.12(a), that the making, funding or maintaining by Citicorp of any
          Advance has been by Citibank.

               (b) If any Bank shall have determined that the adoption of any
          applicable law, rule or regulation regarding capital adequacy, or any
          change therein, or any change in the interpretation or administration
          thereof by any governmental authority, central bank or comparable
          agency charged with the interpretation or administration thereof, or
          compliance by any Bank (or its Applicable Lending Office or any
          corporation controlling such Bank) with any request or directive
          regarding capital adequacy (whether or not having the force of law) of
          any such authority, central bank or comparable agency, which adoption,
          change, request or directive is effected, made or promulgated after
          the Restatement Date, or if effective, made or promulgated prior to
          such date, is reasonably determined by a Bank only after the
          Restatement Date to be applicable to it or its obligations hereunder,
          has or would have the effect after the date hereof of reducing the
          rate of return on such Bank's capital or the capital of any
          corporation controlling such Bank as a consequence of such Bank's
          obligation hereunder to a level below that which such Bank could have
          achieved but for such adoption, change or compliance by an amount
          deemed by such Bank to be material, then the Company shall, from time
          to time, within 15 days after demand by such Bank, accompanied by the
          certificate required therefor under SECTION 2.12(c) (with a copy of
          such demand and such certificate to the Agent), pay to the Agent for
          the account of such Bank such additional amount or amounts as will
          compensate such Bank or such controlling corporation for such
          reduction.

                                       40

<PAGE>

               (c) Each Bank will promptly notify the Company and the Agent of
          any event of which it has knowledge, occurring after the date hereof,
          which will entitle such Bank to compensation pursuant to this Section
          and will designate a different Applicable Lending Office if such
          designation will avoid the need for, or reduce the amount of, such
          compensation and will not, in the reasonable judgment of such Bank, be
          otherwise disadvantageous to such Bank. In determining such amount,
          such Bank may use any reasonable averaging and attribution methods. A
          certificate of any Bank claiming compensation under this Section and
          setting forth in reasonable detail the additional amount or amounts to
          be paid to it hereunder and the basis for the calculation thereof
          shall be conclusive in the absence of manifest error.

The Company shall not be obligated to pay any additional amounts with respect to
a demand under SECTION 2.12(a) or 2.12(b) that are attributable to the period
(the "EXCLUDED PERIOD") ending 120 days prior to the Company's receipt of the
certificate with respect to such demand required under SECTION 2.12(c);
PROVIDED, HOWEVER, that to the extent such additional amounts accrue during the
Excluded Period because of the retroactive effect of the applicable law, rule,
regulation, guideline or request promulgated during the 120 day period prior to
the Company's receipt of such certificate, the limitation set forth in this
SECTION 2.11(d) shall not apply.

               SECTION 2.13. ILLEGALITY. (a) In the event that any Bank shall
have determined (which determination shall, absent manifest error, be final,
conclusive and binding upon all parties) at any time that the making or
continuance of any of its Local Currency Advances or its Eurocurrency Advances
in Dollars or in any Alternative Currency has become unlawful because of the
introduction of or any change in or in the interpretation of any law or
regulation or because of the assertion of unlawfulness by any central bank or
other governmental authority, then, in any such event, such Bank shall give
prompt notice (by telephone confirmed in writing) to the Company and to the
Agent of such determination (which notice the Agent shall promptly transmit to
the other Banks).

               (b) Upon the giving of the notice to the Company referred to
in SUBSECTION (a) above, then (i) the obligation of the Banks to make, or to
Convert Committed Advances into or to continue Committed Advances as, such Local
Currency Advances or Eurocurrency Advances shall be suspended until the
applicable Bank notifies the Agent and the Agent shall notify the Company and
the Banks that the circumstances causing such suspension no longer exist, and
(ii) if any affected Local Currency Advances or Eurocurrency Advances are then
outstanding, the Company shall (or shall cause the affected Borrower), upon at
least one Business Day's written notice to the Agent (and, if the affected
Eurocurrency Advances are denominated in any Alternative Currency, the
Euro-Agent or the applicable Local Currency Agent, as applicable) and the
affected Bank, or if permitted by applicable law no later than the date
permitted thereby, in the Company's sole discretion, either (i) prepay the
principal amount of all outstanding Local Currency Advances or Eurocurrency
Advances of such Bank to which such notice related, together with accrued
interest thereon to the date of payment or (ii) Convert or Redenominate each
such Local Currency Advance or Eurocurrency Advance into a Base Rate Advance,
or, if applicable and if permitted by applicable law, into a Floating Rate
Advance pursuant to the applicable Local Currency Addendum, and, in each case be
obligated to reimburse the Banks in

                                       41

<PAGE>

respect thereof pursuant to SECTION 9.04(b) hereof. If more than one Bank gives
notice pursuant to SECTION 2.13(a) at any time, then all outstanding Local
Currency Advances or Eurocurrency Advances, as applicable, of such Banks must be
treated the same by the applicable Borrower pursuant to this SECTION 2.13(b).
Any Base Rate Advance or other Floating Rate Advance arising by reason of this
SECTION 2.13(b) shall have an Interest Period assigned to it that ends on the
date that the Local Currency Advance or Eurocurrency Advance for which it shall
have been substituted would have expired, and the principal thereof and interest
thereon shall be payable on the date that principal and interest would otherwise
have been payable on such Local Currency Advance or Eurocurrency Advance. Such
Base Rate Advance or other Floating Rate Advance may not be prepaid at any time
prior to the date that the Local Currency Advance or Eurocurrency Advances
comprising a part of such Committed Borrowing shall be prepaid.

               SECTION 2.14. PAYMENTS AND COMPUTATIONS.

               (a) The Borrowers shall make each payment hereunder and under the
          Notes (except with respect to principal of, interest on, and other
          amounts relating to Advances denominated in an Alternative Currency)
          not later than 11:00 A.M. (New York City time) on the day when due in
          Dollars to the Agent in same day funds by deposit of such funds to the
          Agent's account maintained at the Payment Office for Dollars in New
          York City. The Borrowers shall make each payment hereunder and under
          the Notes with respect to principal of, interest on, and other amounts
          relating to Advances denominated in an Alternative Currency not later
          than 11:00 A.M. (London time) on the day when due in such Alternative
          Currency to the Euro-Agent in same day funds by deposit of such funds
          to the Euro-Agent's account maintained at the Payment Office for such
          Alternative Currency, or, in the case of Local Currency Advances, at
          such other time and place as shall be specified in the applicable
          Local Currency Addendum. The Agent, the Euro-Agent or the applicable
          Local Currency Agent, as applicable, will give the Company prior
          notice of the due date of the principal of any Committed Advance and
          of the due date and amount of any fees payable hereunder; PROVIDED
          that the failure to give any such prior notice shall not limit the
          Company's or the applicable Borrower's liability for such payment, but
          shall delay the due date of such payment for purposes of SECTIONS
          6.01(a) or (b), as applicable, by the number of days after such due
          date that such notice is given. The Agent, Euro-Agent or the
          applicable Local Currency Agent, as applicable, will promptly
          thereafter cause to be distributed like funds relating to the payment
          of principal or interest or fees ratably (other than amounts payable
          pursuant to SECTION 2.03, 2.08, 2.12 or 2.17) to the applicable Banks
          for the account of their respective Applicable Lending Offices, and
          like funds relating to the payment of any other amount payable to any
          Bank to such Bank for the account of its Applicable Lending Office, in
          each case to be applied in accordance with the terms of this
          Agreement.

               (b) Each Borrower hereby authorizes each Bank, if and to the
          extent payment owed to such Bank by such Borrower is not made when due
          hereunder, under any applicable Local Currency Addendum or under any
          Note held by such Bank, to charge from time to time against any or all
          of such Borrower's accounts with such Bank any

                                       42

<PAGE>

          amount so due. Each Bank agrees promptly to notify the Company after
          any such charge, provided that the failure to give such notice shall
          not affect the validity of such charge.

               (c) All computations of interest based on the Base Rate shall be
          made by the Agent on the basis of a year of 365 or 366 days, as the
          case may be, and all computations of interest based on the Adjusted CD
          Rate, the Eurocurrency Rate or the Federal Funds Rate and of fees
          shall be made by the Agent, Euro-Agent or the applicable Local
          Currency Agent, as applicable, and all computations of interest
          pursuant to SECTION 2.08 shall be made by a Bank, on the basis of a
          year of 360 days, in each case for the actual number of days
          (including the first day but excluding the last day) occurring in the
          period for which such interest or commitment fees are payable. Each
          determination by the Agent, Euro-Agent or the applicable Local
          Currency Agent. (or, in the case of SECTION 2.08, by a Bank) of an
          interest rate hereunder shall be conclusive and binding for all
          purposes, absent manifest error.

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

               (e) Unless the Agent, Euro-Agent or the applicable Local Currency
          Agent, shall have received notice from a Borrower prior to the date on
          which any payment is due from such Borrower to the Banks hereunder
          that such Borrower will not make such payment in full, the Agent,
          Euro-Agent or the applicable Local Currency Agent, as applicable, may
          assume that such Borrower has made such payment in full to it on such
          date and it may, in reliance upon such assumption, cause (but shall
          not be required to cause) to be distributed to each Bank on such due
          date an amount equal to the amount then due such Bank. If and to the
          extent such Borrower shall not have so made such payment in full to
          the Agent, Euro-Agent or the applicable Local Currency Agent, as
          applicable, each Bank shall repay to the Agent, Euro-Agent or the
          applicable Local Currency Agent, as applicable, forthwith on demand
          such amount distributed to such Bank together with interest thereon,
          for each day from the date such amount is distributed to such Bank
          until the date such Bank repays such amount to the Agent, Euro-Agent
          or the applicable Local Currency Agent, as applicable, at the Federal
          Funds Rate.

               SECTION 2.15. SHARING OF PAYMENTS, ETC. If any Bank shall obtain
any payment (whether voluntary, involuntary, through the exercise of any right
of set-off, or otherwise) on account of the A Advances made by it (other than
pursuant to SECTION 2.08, 2.12 or 2.17) in excess of its ratable share of
payments on account of the A Advances obtained by all the Banks, such Bank shall
forthwith purchase from the other Banks such participations in the A Advances
made by them as shall be necessary to cause such purchasing Bank to share the
excess payment ratably with each of them, PROVIDED, HOWEVER, that if all or any
portion of such excess payment is

                                       43

<PAGE>

thereafter recovered from such purchasing Bank, such purchase from each Bank
shall be rescinded and such Bank shall repay to the purchasing Bank the purchase
price to the extent of such recovery together with an amount equal to such
Bank's ratable share (according to the proportion of (i) the amount of such
Bank's required repayment to (ii) the total amount so recovered from the
purchasing Bank) of any interest or other amount paid or payable by the
purchasing Bank in respect of the total amount so recovered. Each Borrower
agrees that any Bank so purchasing a participation from another Bank pursuant to
this SECTION 2.15 may, to the fullest extent permitted by law, exercise all its
rights of payment (including the right of set-off) with respect to such
participation as fully as if such Bank were the direct creditor of such Borrower
in the amount of such participation.

               SECTION 2.16. CURRENCY EQUIVALENTS. For purposes of determining
compliance with the provisions of this ARTICLE II at any time, the equivalent in
Dollars in respect of any Advance denominated (or proposed to be denominated) in
an Alternative Currency shall be determined in accordance with SECTION 2.02(a),
SECTION 2.02A, SECTION 2.02B, SECTION 2.03(c)(I), SECTION 2.09, SECTION 2.10 or
SECTION 2.13 by the Euro-Agent, or by the applicable Local Currency Agent, in
the case of a Local Currency Advance, in each case, in consultation with the
Company, immediately prior to the issuance by the Company of the Notice of
Borrowing requesting such Advances or any notice of Conversion or continuation
or Notice of Redenomination with respect to such Advances. Any equivalent
determined in accordance with SECTION 2.02(a), SECTION 2.02A, SECTION 2.02B,
SECTION 2.03(c)(I), SECTION 2.09, SECTION 2.10, SECTION 2.13 or this SECTION
2.16, with respect to any Borrowing of Fixed Rate Advances, shall be deemed to
remain in effect at all times during (and until the last day of) the applicable
Interest Period in respect of the Advances comprising the applicable Borrowing,
notwithstanding any fluctuation in exchange rates occurring prior to the last
day of such Interest Period; any such equivalent determined with respect to any
Borrowing of Floating Rate Advances under any Local Currency Addendum, unless
otherwise specified in such Local Currency Addendum (or unless an Interest
Period is assigned to any such Floating Rate Advance pursuant to SECTION 2.09(d)
or SECTION 2.13, in which case the preceding provisions of this sentence shall
apply), shall be deemed to remain in effect until the last Business Day of the
month in which such determination is made and shall be redetermined by the
applicable Local Currency Agent, in consultation with the Company, on such last
Business Day of such calendar month, and on the last Business Day of each
succeeding month that such Floating Rate Advances are outstanding.

               SECTION 2.17. TAXES.

               (a) Subject to SECTION 2.17(f), any and all payments by each
          Borrower hereunder or under the Notes shall be made, in accordance
          with SECTION 2.14, free and clear of and without deduction for any and
          all present or future taxes, levies, imposts, deductions, charges or
          withholdings, and all liabilities with respect thereto, EXCLUDING, in
          the case of each Bank, the Agent, the Euro-Agent, and each Local
          Currency Agent, taxes imposed on its income, and franchise taxes
          imposed on it, by the jurisdiction under the laws of which such Bank,
          the Agent, the Euro-Agent or such Local Currency Agent (as the case
          may be) is organized or any political subdivision thereof and, in the
          case of each Bank, taxes imposed on its income, and franchise taxes
          imposed on it, by the jurisdiction of such

                                       44

<PAGE>

          Bank's Applicable Lending Office or any political subdivision thereof
          (all such non-excluded taxes, levies, imposts, deductions, charges,
          withholdings and liabilities being hereinafter referred to as
          "TAXES"). Subject to SECTION 2.17(f), if any Borrower shall be
          required by law to deduct any Taxes from or in respect of any sum
          payable hereunder or under any Note to any Bank, the Agent, the
          Euro-Agent, or any Local Currency Agent, (i) the sum payable by such
          Borrower shall be increased as may be necessary so that after making
          all required deductions (including deductions applicable to additional
          sums payable under this SECTION 2.17(a)) such Bank, the Agent, the
          Euro-Agent or such Local Currency Agent (as the case may be) receives
          an amount equal to the sum it would have received had no such
          deductions been made, (ii) such Borrower shall make such deductions
          and (iii) such Borrower shall pay the full amount deducted to the
          relevant taxation authority or other authority in accordance with
          applicable law.

               (b) In addition, the Borrowers jointly and severally agree to pay
          any present or future stamp or documentary taxes or any other excise
          or property taxes, charges or similar levies which arise from any
          payment made hereunder, under any Local Currency Addendum or under the
          Notes or from the execution, delivery or registration of, or otherwise
          with respect to, this Agreement, any Local Currency Addendum or the
          Notes (hereinafter referred to as "OTHER TAXES"). The Agent,
          Euro-Agent and any Local Currency Agent may demand payment of, and
          seek recourse on, any Other Taxes from any Borrower, without any
          requirement that the Agent, the Euro-Agent or such Local Currency
          Agent allocate the reimbursement obligation for such Other Taxes among
          the Borrowers.

               (c) Each Borrower will indemnify each Bank, the Agent, the
          Euro-Agent and any Local Currency Agent for the full amount of Taxes
          or Other Taxes (including, without limitation, any Taxes or Other
          Taxes imposed by any jurisdiction on amounts payable under this
          SECTION 2.17) paid by such Bank, the Agent, the Euro-Agent or such
          Local Currency Agent (as the case may be) and any liability (including
          penalties, interest and expenses reasonably incurred) arising
          therefrom or with respect thereto, whether or not such Taxes or Other
          Taxes were correctly or legally asserted. This indemnification shall
          be made within 30 days from the date such Bank, the Agent, the
          Euro-Agent or such Local Currency Agent (as the case may be) makes
          written demand therefor.

               (d) The Agent, Euro-Agent and any Local Currency Agent may, from
          time to time, request that the Company furnish (and the Company shall,
          promptly following any such request, furnish) to the Agent, the
          Euro-Agent or such Local Currency Agent the originals or certified
          copies of receipts evidencing the payment of Taxes by and on behalf of
          the Borrowers or, if no Taxes are payable in respect of any payment
          hereunder or under the Notes, a certificate from each appropriate
          taxing authority, or an opinion of counsel acceptable to the Agent, in
          either case stating that such payment is exempt from or not subject to
          Taxes.

               (e) Without prejudice to the survival of any other agreement of
          the Borrower hereunder, the agreements and obligations of the
          Borrowers contained in this SECTION

                                       45

<PAGE>

          2.17 shall survive the payment in full of principal and interest
          hereunder and under the Notes.

               (f) (i) On or prior to the Restatement Date (or, in the case of
          any assignee party to an Assignment and Acceptance, on the effective
          date of its becoming a "Bank" hereunder), each Bank organized under
          the laws of a jurisdiction outside the United States shall provide the
          Agent with the forms prescribed by the Internal Revenue Service of the
          United States certifying such Bank's exemption from United States
          withholding taxes with respect to all payments to be made to such Bank
          hereunder and under any of the Notes, and each such Bank shall
          thereafter provide the Agent with such supplements and amendments
          thereto and such additional forms as may from time to time be required
          by applicable law. If a Bank that is organized under the laws of a
          jurisdiction outside the United States shall fail to deliver, or
          improperly delivers, the forms described in this SECTION 2.17(f)(i),
          SECTION 2.17(a) shall not apply with respect to any payments made to
          such Bank under this Agreement during the period that such failure or
          deficiency shall continue, and the Borrowers, the Agent, the
          Euro-Agent or any Local Currency Agent shall be permitted to withhold
          United States federal, state and local income taxes from any payments
          made under this Agreement at the applicable statutory rate.

               (ii) On or prior to the date of any Local Currency Addendum (or,
          in the case of any assignee party to an Assignment and Acceptance
          which would result in such Bank's becoming a Local Currency Bank, on
          the effective date of its becoming a "Bank" hereunder), each Bank
          which will be a Local Currency Bank under such Local Currency Addendum
          which is organized under the laws of a jurisdiction outside the
          jurisdiction in which Local Currency Advances are to be made under
          such Local Currency Addendum shall provide the Local Currency Agent
          and the Agent with the forms, if any, prescribed by the applicable
          governmental agent of such Local Currency Country certifying such
          Bank's exemption from withholding taxes imposed by such Local Currency
          Country with respect to all payments to be made to such Bank under
          such Local Currency Addendum, and each such Bank shall thereafter
          provide the Local Currency Agent and the Agent with such supplements
          and amendments thereto and such additional forms as may from time to
          time be required by applicable law. If a Local Currency Bank that is
          organized under the laws of a jurisdiction outside the applicable
          Local Currency Country shall fail to deliver, or improperly delivers,
          the forms described in this SECTION 2.17(f)(ii), SECTION 2.17(a) shall
          not apply with respect to any payments made to such Bank under such
          Local Currency Addendum during the period that such failure or
          deficiency shall continue, and the applicable Borrower, the Agent, or
          Local Currency Agent shall be permitted to withhold Local Currency
          Country federal, state and local income taxes from any payments made
          under such Local Currency Addendum at the applicable statutory rate.

               (iii) on the date of any Local Currency Addendum (or, in the case
          of any assignee party to an Assignment and Acceptance which would
          result in such Bank Becoming a Local Currency Bank, on the effective
          date of its becoming a "Local Currency Bank" under such Local Currency
          Addendum), each Bank which will be a Local Currency Bank under such
          Local Currency Addendum will, unless otherwise provided in the Local

                                       46

<PAGE>

          Currency Addendum, be an Eligible Local Currency Bank and shall so
          confirm in the Local Currency Addendum. If such confirmation by such
          Local Currency Bank shall not be correct on such effective date, and
          as a result thereof, the Borrowers, the Agent, the Euro-Agent or any
          Local Currency Agent shall be required to withhold Local Currency
          Country federal, state or local income taxes from any payments made
          under such Local Currency Addendum, then during the period that such
          failure to qualify as an Eligible Local Currency Bank shall continue,
          SECTION 2.17(a) shall not apply with respect to any payments made to
          such Local Currency Bank under such Local Currency Addendum and the
          applicable Borrower, the Agent, or Local Currency Agent shall be
          permitted to withhold Local Currency Country federal, state and local
          income taxes, from any payments made under such Local Currency
          Addendum at the applicable statutory rate.

               (g) If any Bank determines, in its sole discretion, that it has
          actually and finally realized, by reason of a refund, deduction or
          credit of any Taxes or Other Taxes paid or reimbursed by a Borrower
          pursuant to this SECTION 2.17 in respect of payments under the Credit
          Agreement or the Notes, a current monetary benefit that it would
          otherwise not have obtained but for such refund, deduction or credit,
          and that would result in the total payments under this SECTION 2.17
          exceeding the amount needed to make such Bank whole, such Bank shall
          pay to such Borrower, with reasonable promptness following the date on
          which it actually realizes such benefit, an amount equal to the lesser
          of the amount of such benefit or the amount of such excess, in each
          case net of all reasonable out-of-pocket expenses in securing such
          refund, deduction or credit.

               SECTION 2.18. SUBSTITUTION OF BANKS. In the event that (w) any
one or more Banks, pursuant to SECTION 2.12 hereof, incurs any increased costs,
receives a reduced payment or is required to make any payment for which any such
Bank demands compensation pursuant to such Section, or makes a claim for
indemnity or compensation under SECTION 2.17 hereof with respect to a payment
when no other Bank makes a claim for indemnity or compensation under SECTION
2.17 with respect to such payment, in any such case which compensation or
indemnity increases the effective lending rate of such Bank with respect to its
share of the A Advances in excess of the effective lending rate of the other
Banks, or, if applicable, the effective lending rate of such Bank with respect
to Local Currency Advances in excess of the effective lending rate of the other
Banks party to the Local Currency Addendum under which such Local Currency
Advances are outstanding, and such Bank has not mitigated such increased costs,
reduced payment or additional payment within 30 days after receipt by such Bank
from the Company of a written notice that such Bank's effective lending rate has
so exceeded the effective lending rate of the other Banks; (x) any one or more
Banks have determined pursuant to SECTION 2.09(d) or 2.13(a) hereof that it may
not make or maintain all or certain of its Eurocurrency Advances or Local
Currency Advances at such time (and the other Banks shall continue to be able to
make or maintain their corresponding Eurocurrency Advances at such time or the
other applicable Local Currency Banks shall continue to be able to make or
maintain their corresponding Local Currency Advances at such time) and the
inability of such Bank or Local Currency Bank, as applicable, to make or
maintain such Eurocurrency Advances or Local Currency Advances continues for 30
or more days after the receipt by such Bank from the Company of written notice

                                       47

<PAGE>

of such inability and the Company's request that such Bank alleviate such
inability; (y) any Bank shall decline (or be deemed to have declined) to extend
its Commitment hereunder after a request for extension of Commitments pursuant
to SECTION 2.19 and Banks holding Commitments equaling or exceeding 51% of the
Total Commitment have agreed to extend their Commitments pursuant to such
request; or (z) any Local Currency Bank under a Local Currency Addendum ceases
to be an Eligible Local Currency Bank under such Local Currency Addendum, then
and in any such event, the Company may substitute for such Bank an existing
Bank, or another financial institution which is acceptable to the Agent, to
assume the Commitment and/or Local Currency Commitment of such Bank and to
purchase the A Note and/or any Local Currency Advances of such Bank hereunder,
without recourse to or warranty (other than as to unencumbered ownership) by, or
expense to, such Bank for a purchase price equal to the outstanding principal
amount of the A Advances and/or Local Currency Advances then payable to such
Bank plus any accrued but unpaid interest and accrued but unpaid fees with
respect thereto. Such purchase shall be effected by execution and delivery by
such Bank and its replacement of an Assignment and Acceptance, and shall
otherwise be made in the manner described in SECTION 9.08. Upon such purchase,
to the extent of the rights and benefits assigned, such Bank shall no longer be
a party hereto or to the applicable Local Currency Addendum or have any rights
or benefits hereunder or under said Local Currency Addendum (except for rights
or benefits that such Bank would retain hereunder upon termination of this
Agreement) and the replacement Bank shall succeed to the rights and benefits,
and shall assume the obligations, of such Bank hereunder, under such A Note and
under any Local Currency Addendum to which such Bank is a party.

               SECTION 2.19. EXTENSION OF COMMITMENTS. (a) One time during each
period from the date that is 90 days prior to each Anniversary Date to the date
that is 30 days prior to each such Anniversary Date, the Borrowers may, by
written notice (an "EXTENSION REQUEST") given to the Agent, request that the
Stated Termination Date be extended. Each such Extension Request shall
contemplate an extension of the Stated Termination Date to a date that is one
year after the Stated Termination Date then in effect.

               (b) The Agent shall promptly advise each Bank of its receipt
of any Extension Request. Each Bank may, in its sole discretion, consent to a
requested extension by giving written notice thereof to the Agent by not later
than the date (the "EXTENSION CONFIRMATION DATE") that is 15 days after the date
of the Extension Request, which consent shall be irrevocable when given. Failure
on the part of any Bank to respond to an Extension Request by the applicable
Extension Confirmation Date shall be deemed to be a denial of such request by
such Bank. If all of the Banks shall consent in writing to the requested
extension, such request shall be granted with respect to each consenting Bank.
Promptly following the opening of business on the first Business Day following
the applicable Extension Confirmation Date, the Agent shall notify the Company
in writing as to whether the requested extension has been granted (such written
notice being an "EXTENSION CONFIRMATION NOTICE") and, if granted, such extension
shall become effective upon the issuance of such Extension Confirmation Notice.
The Agent shall promptly thereafter provide a copy of such Extension
Confirmation Notice to each Bank. If such extension is not granted, the Agent
shall give the Company notice of the identity of any non-consenting Banks. If
the Company replaces one or more non-consenting Banks pursuant to the

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<PAGE>

provisions of SECTION 2.18, and any such replacement Bank becomes a Bank on or
before the earlier of (i) 30 days after the Extension Confirmation Date and (b)
5 days before the applicable Anniversary Date, and consents to the Extension
Request at the time it becomes a Bank, such consent shall be effective
retroactively as of the Extension Confirmation Date.

                                  ARTICLE III
                              CONDITIONS OF LENDING

               SECTION 3.01. CONDITIONS PRECEDENT TO INITIAL ADVANCES. The
obligation of each Bank to make its initial Advance on the occasion of the
initial Borrowing by each Borrower (including each Borrowing Subsidiary) on or
after the Restatement Date is subject to the conditions precedent that (i) all
commitment, facility, agency and administrative fees provided for under the
terms of this Agreement, accrued to the date of such initial Advance, shall have
been paid by the Company and (ii) the Agent shall have received on or before the
day of such initial Borrowing the following, each dated such day or within two
Business Days prior to such day, or dated as of the Restatement Date in the case
of (1) the items specified in (c)(i), (e), and (f)(i), and (2) with respect to
the Company, the items specified in items (a), (d)(i) and (g), in form and
substance satisfactory to the Agent and (except for the Notes) in sufficient
copies for each Bank:

               (a) The A Notes of such Borrower payable to the order of the
          Banks, respectively.

               (b) For the initial Borrowing by each Borrowing Subsidiary, an
          Election to Participate executed by such Borrowing Subsidiary and by
          the Company.

               (c) Certified copies of (i) for the initial Borrowing by the
          Company, the resolutions of the Board of Directors of the Company
          approving this Agreement and the Notes of the Company; (ii) for the
          initial Borrowing by each Borrowing Subsidiary, the resolutions or
          other authorizing action of the Board of Directors or other governing
          body of such Borrowing Subsidiary approving its Election to
          Participate, this Agreement and the Notes of such Borrowing
          Subsidiary, and the resolutions of the Board of Directors of the
          Company approving this Agreement and the addition of a Borrowing
          Subsidiary pursuant to the terms of this Agreement; and (iii) for the
          initial Borrowing by each Borrower, all documents evidencing other
          necessary corporate or other authorizing action and governmental
          approvals, if any, with respect to this Agreement and the Notes of
          such Borrower.

               (d) Signed copies of (i) a certificate of the Secretary or an
          Assistant Secretary or other appropriate officer or representative of
          such Borrower certifying the names and true signatures of the officers
          or other representatives of such Borrower authorized to sign this
          Agreement (if the Borrower is the Company), such Borrower's Election
          to Participate (if the Borrower is a Borrowing Subsidiary) and the
          Notes of such Borrower and the other documents or certificates to be
          delivered by such Borrower pursuant to this Agreement and (ii) for the
          initial Borrowing by each Borrower other than the Company, a
          certificate

                                       49

<PAGE>

          of the Secretary or an Assistant Secretary or other appropriate
          officer of the Company certifying the names and true signatures of the
          officers of the Company authorized to sign this Agreement and such
          Borrower's Election to Participate. The Agent may conclusively rely on
          each such certificate of such Borrower or of the Company until the
          Agent shall receive a further certificate of the Secretary or an
          Assistant Secretary or other representative of such Borrower or of the
          Company, as the case may be, cancelling or amending the prior
          certificate of such Borrower or of the Company, as the case may be,
          and submitting the signatures of the officers or other representatives
          named in such further certificate.

               (e) A certificate executed by the Treasurer of the Company on
          behalf of the Company certifying that as of the Restatement Date,
          since December 31, 1999 there has been no material adverse change in
          the business, financial condition, operations, properties or
          performance of the Company and its Subsidiaries, taken as a whole, or
          in the ability of the Company to perform its obligations under this
          Agreement or any Note.

               (f) Favorable opinions of (i) for the initial Borrowing by the
          Company, the General Counsel of the Company in substantially the form
          of EXHIBIT E hereto and special counsel for the Company in
          substantially the form of EXHIBIT F hereto, (ii) for the initial
          Borrowing by each Borrowing Subsidiary, counsel for such Borrowing
          Subsidiary in substantially the form of EXHIBIT G hereto, the General
          Counsel of the Company in substantially the form of EXHIBIT H hereto
          and special counsel for the Company in substantially the form of
          EXHIBIT I hereto, and (iii) for any initial Borrowing, counsel for the
          Company or the applicable Borrowing Subsidiary as to such other
          matters as any Bank through the Agent may reasonably request. Such
          counsel shall be satisfactory to the Agent.

               (g) A favorable opinion of Sidley & Austin, counsel for the Agent
          and the Euro-Agent, in substantially the form of EXHIBIT J hereto.

Notwithstanding the foregoing, the conditions precedent in this SECTION 3.01
with respect to the initial Borrowings subsequent to the Restatement Date by
Ecolab Pty Limited and Ecolab Finance Pty Ltd. shall be deemed to have been
satisfied.

               SECTION 3.02. CONDITIONS PRECEDENT TO EACH COMMITTED BORROWING.
The obligation of each Bank to make a Committed Advance on the occasion of each
Committed Borrowing pursuant to SECTION 2.02 or 2.02B (including the initial
Committed Borrowing) by each Borrower (including each Borrowing Subsidiary)
shall be subject to the further conditions precedent that on the date of such
Committed Borrowing (a) the following statements shall be true and the Agent
shall have received for the account of such Bank a certificate signed by a duly
authorized officer of the Company as follows:

               (i)  The representations and warranties contained in subsections
                    (a), (b), (c) and (d) of SECTION 4.01 and, if such Committed
                    Borrowing is by a Borrowing Subsidiary, SECTION 4.02 (as to
                    such Borrowing Subsidiary) are correct in all

                                       50

<PAGE>

                    material respects on and as of the date of such Committed
                    Borrowing, before and after giving effect to such Committed
                    Borrowing and to the application of the proceeds therefrom,
                    as though made on and as of such date, and

               (ii) No event has occurred and is continuing, or would result
                    from such Committed Borrowing or from the application of the
                    proceeds therefrom, which constitutes an Event of Default;

and (b) if the Agent shall have reasonably requested prior to the delivery of
the Notice of Borrowing for such Committed Borrowing, approvals, opinions or,
pursuant to SECTION 5.01(b)(xiii), documents for the purpose of verifying
compliance by the Company or any Borrower with the terms of this Agreement or
with applicable law, the Agent shall have received such approvals, opinions or
documents.

               SECTION 3.03. CONDITIONS PRECEDENT TO CERTAIN BORROWINGS. The
obligation of each Bank to make that portion of a Committed Advance on the
occasion of any Committed Borrowing pursuant to SECTION 2.02 or 2.02B which
would increase the aggregate outstanding amount in any currency of Committed
Advances owing to such Bank from all Borrowers over the aggregate amount of
Committed Advances owing to such Bank in such currency outstanding immediately
prior to the making of such Committed Advance shall be subject to the further
conditions precedent that on the date of such Committed Borrowing (i) the
representations and warranties contained in subsections (e), (f), (g), (h), (i),
(k), (l), (m) and (n) of SECTION 4.01 are correct in all material respects on
and as of the date of such Committed Borrowing, before and after giving effect
to such Committed Borrowing and to the application of the proceeds therefrom, as
though made on and as of such date; (ii) no event has occurred and is
continuing, or would result from such Committed Borrowing or from the
application of the proceeds therefrom, which would constitute an Event of
Default but for the requirement that notice be given or time elapse or both; and
(iii) the certificate furnished pursuant to SECTION 3.02 shall include
statements to the effect of clauses (i) and (ii) above.

               SECTION 3.04. CONDITIONS PRECEDENT TO EACH B BORROWING. The
obligation of each Bank which is to make a B Advance on the occasion of a B
Borrowing (including the initial B Borrowing) to make such B Advance as part of
such B Borrowing is subject to the conditions precedent that (i) at or before
the applicable time and date before the date of such B Borrowing set forth in
SECTION 2.03(b)(i) or 2.03(c)(i), as applicable, the Agent shall have received
the Notice of B Borrowing with respect thereto, (ii) at or before the applicable
time and date before the date of such B Borrowing set forth in SECTION
2.03(b)(iii) or 2.03(c)(iii), as applicable, the Agent shall have received the
written confirmatory notice of such B Borrowing to be given by the Company
pursuant to SECTION 2.03(b)(iii) or SECTION 2.03(c)(iii), as applicable, (iii)
on or before the date of such B Borrowing but prior to such B Borrowing, the
Agent shall have received a B Note signed by the applicable Borrower payable to
the order of such Bank for each of the one or more B Advances to be made by such
Bank as part of such B Borrowing, in a principal amount equal to the principal
amount of the B Advance to be evidenced thereby and otherwise on such terms as
were agreed to for such B Advance in accordance with SECTION 2.03, and (iv) on
the date of such B Borrowing the following statements shall be true (and each of
the

                                       51

<PAGE>

giving of the applicable Notice of B Borrowing and the acceptance by such
Borrower of the proceeds of such B Borrowing shall constitute a representation
and warranty by the Company that on the date of such B Borrowing such statements
are true):

               (a) the representations and warranties contained in SECTION 4.01
          (other than SUBSECTIONS (j) and (o) thereof) and, if such B Borrowing
          is by a Borrowing Subsidiary, SECTION 4.02 (as to such Borrowing
          Subsidiary) are correct in all material respects on and as of the date
          of such B Borrowing, before and after giving effect to such B
          Borrowing and to the application of the proceeds therefrom, as though
          made on and as of such date, and

               (b) No event has occurred and is continuing, or would result from
          such B Borrowing or from the application of the proceeds therefrom,
          which constitutes an Event of Default, or would constitute an Event of
          Default but for the requirement that notice be given or time elapse or
          both.

               SECTION 3.05. CONDITIONS PRECEDENT TO INITIAL LOCAL CURRENCY
BORROWING UNDER ANY LOCAL CURRENCY ADDENDUM. The obligation of each Local
Currency Bank under any Local Currency Addendum to make its initial Local
Currency Advance under such Local Currency Addendum is subject to the additional
conditions precedent that the Agent shall have received on or before the day of
such initial Local Currency Advances in sufficient copies for each such Local
Currency Bank:

               (a) An election to Participate executed by the applicable
          Borrowing Subsidiary and by the Company.

               (b) A Local Currency Addendum executed by such Borrowing
          Subsidiary, the Company, the applicable Local Currency Agent and the
          Local Currency Banks party thereto providing for a Local Currency
          Facility Maximum Borrowing Amount at least equal to such initial Local
          Currency Borrowing.

               (c) Such other documents that the applicable Local Currency Agent
          shall reasonably request.

                                   ARTICLE IV
                          REPRESENTATION AND WARRANTIES

               SECTION 4.01. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The
Company represents and warrants to the Banks and the Agent as follows:

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

               (b) The execution, delivery and performance by the Company of
          this Agreement, its Notes and each Local Currency Addendum are within
          the Company's corporate powers, have been duly authorized by all
          necessary corporate action, and do not

                                       52
<PAGE>


          contravene (i) the Company's restated certificate of incorporation or
          by-laws or (ii) law or any contractual restriction binding on or
          affecting the Company.

               (c) No authorization or approval or other action by, and no
          notice to or filing with, any governmental authority or regulatory
          body is required for the due execution, delivery and performance by
          the Company of this Agreement, the Notes, or any Local Currency
          Addendum except any such approvals, notices, actions or filings which
          have already been made, obtained or given.

               (d) This Agreement is, and the Company's Notes and any Local
          Currency Addendum when delivered hereunder will be, legal, valid and
          binding obligations of the Company enforceable against the Company in
          accordance with their respective terms, subject to any applicable
          bankruptcy, insolvency, reorganization, moratorium or similar laws
          affecting creditors' rights generally and to general principles of
          equity.

               (e) The consolidated balance sheets of the Company and its
          Consolidated Subsidiaries as of December 31, 1999, and the related
          statements of income, cash flows and shareholders' equity of the
          Company and its Consolidated Subsidiaries for the fiscal year then
          ended, copies of which have been furnished to each Bank, fairly
          present the financial condition of the Company and its Consolidated
          Subsidiaries as at such date and the consolidated results of the
          operations of the Company and its Consolidated Subsidiaries for the
          period ended on such date, all in accordance with GAAP consistently
          applied.

               (f) There are no pending actions, suits or proceedings against
          the Company or any of its Subsidiaries before any court or arbitrator
          or any governmental body, agency or official, in which there is (in
          the best judgment of the Company) a reasonable possibility of an
          adverse decision which would affect (i) the business, consolidated
          financial position or consolidated results of operations of the
          Company and its Consolidated Subsidiaries, to the extent that there is
          (in the best judgment of the Company) a reasonable possibility that
          such decision would prevent the Company from repaying its obligations
          in accordance with the terms of this Agreement or, (ii) the legality,
          validity or enforceability of this Agreement or any Note.

               (g) United States Federal income tax returns of the Company and
          its Subsidiaries have been examined and closed through the year ended
          December 31, 1996. The Company and its Subsidiaries have filed all
          United States Federal income tax returns and all other material tax
          returns which are required to be filed by them and have paid all taxes
          due pursuant to such returns or pursuant to any assessment received by
          the Company or any of its Subsidiaries, except such taxes or
          assessments, if any, as are being contested in good faith by
          appropriate proceedings. The charges, accruals and reserves on the
          books of the Company and its Subsidiaries in respect of taxes are, in
          the opinion of the Company, adequate.

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<PAGE>

               (h) Each of the Company's Significant Subsidiaries is a
          corporation duly incorporated, validly existing and in good standing
          (or the equivalent under applicable local law) under the laws of its
          jurisdiction of incorporation, and has all corporate powers and all
          governmental licenses, authorizations, consents and approvals required
          to carry on its business as now conducted, except in each case where
          the failure to do so could not reasonably be expected to affect (i)
          the business, consolidated financial position or consolidated results
          of operations of the Company and its Consolidated Subsidiaries to the
          extent that there is a reasonable possibility that such failure would
          prevent any of the Borrowers from repaying its obligations in
          accordance with the terms of this Agreement, or (ii) the legality,
          validity or enforceability of this Agreement.

               (i) The sum of the Insufficiencies of any and all Plans with
          respect to which a Termination Event has occurred and is still in
          existence (or, in the case of a Plan with respect to which a
          Termination Event described in clause (ii) of the definition of
          Termination Event has occurred, the liability related thereto) does
          not exceed $25,000,000.

               (j) Schedule B (Actuarial Information) to the most recent annual
          report (Form 5500 Series) with respect to each Plan, copies of which
          have been filed with the Internal Revenue Service and furnished to the
          Agent, was complete and accurate and fairly presented the funding
          status and financial condition of such Plan as of the date of such
          Schedule B, and since such date there has been no material adverse
          change in such funding status or financial condition, considered in
          the aggregate, except for a decline, if any, in the funded ratio of
          the Ecolab Pension Plan primarily attributable to a decrease in the
          interest rate which must be used to measure pension plan liabilities.

               (k) Neither the Company nor any of its ERISA Affiliates has been
          notified by the sponsor of a Multiemployer Plan that it has incurred
          Withdrawal Liability to such Multiemployer Plan in an amount which,
          when aggregated with all other amounts required to be paid to
          Multiemployer Plans in connection with Withdrawal Liabilities
          (determined as of the date of such notification), is greater than
          $25,000,000.

               (l) Neither the Company nor any of its ERISA Affiliates has been
          notified by the sponsor of a Multiemployer Plan that such
          Multiemployer Plan is in reorganization or is being terminated, within
          the meaning of Title IV of ERISA, if as a result of such
          reorganization or termination the aggregate annual contributions of
          the Company and its ERISA Affiliates to all Multiemployer Plans which
          are then in reorganization or being terminated have been or will be
          increased over the amounts contributed to such Multiemployer Plans for
          the respective plan years most recently ended by an amount exceeding
          $7,500,000 per annum.

               (m) The Company and its Subsidiaries are in compliance in all
          material respects with all environmental and hazardous waste laws,
          rules and regulations, and neither the Company nor any of its
          Subsidiaries has been cited as being in violation of such law, rule or
          regulation by any Federal, state or local governmental agency or other
          authority

                                       54

<PAGE>

          responsible for or having jurisdiction over hazardous waste disposal,
          where the failure to so comply or being so cited would (in the best
          judgment of the Company) affect the business, consolidated financial
          position or consolidated results of operations of the Company and its
          Subsidiaries, to the extent that there is (in the best judgment of the
          Company) a reasonable possibility that such non-compliance or being so
          cited or listed would prevent the Company from repaying its
          obligations under this Agreement in accordance with the terms hereof.

               (n) There are no pending or, to the knowledge of the Company,
          threatened actions, suits or proceedings against the Company or any of
          its Subsidiaries before any court or arbitrator or other governmental
          agency or authority arising out of or relating to hazardous waste
          disposal or environmental compliance or asserting a claim for damages
          based upon the use or other application of any products of the Company
          or any of its Subsidiaries, in which there is (in the best judgment of
          the Company) a reasonable possibility of an adverse decision which
          would affect the business, consolidated financial position or
          consolidated results of operations of the Company and its Consolidated
          Subsidiaries to the extent that there is (in the best judgment of the
          Company) a reasonable possibility that such decision would prevent the
          Company from repaying its obligations under this Agreement in
          accordance with the terms hereof.

               (o) As of the Restatement Date, since December 31, 1999 there has
          been no material adverse change in the business, financial condition,
          operations, properties or performance of the Company and its
          Subsidiaries, taken as a whole, or in the ability of the Company to
          perform its obligations under this Agreement or any Note.

               SECTION 4.02. REPRESENTATIONS AND WARRANTIES OF BORROWING
SUBSIDIARIES. Each Borrowing Subsidiary shall be deemed by the execution and
delivery of its Election to Participate to have represented and warranted as of
the date thereof that:

               (a) It is duly organized, validly existing and in good standing
          (or its equivalent under local law) under the laws of the jurisdiction
          of its organization.

               (b) The execution and delivery by it of its Election to
          Participate, its Notes, and any Local Currency Addendum to which it is
          a party, and the performance by it of this Agreement, its Notes, and
          any Local Currency Addendum to which it is a party, are within its
          powers, have been duly authorized by all necessary action, and do not
          contravene (i) its constituent documents or (ii) law or any
          contractual restriction binding on or affecting such Borrowing
          Subsidiary.

               (c) This Agreement constitutes a legal, valid and binding
          agreement of such Borrowing Subsidiary, and its Notes, when executed
          and delivered in accordance with this Agreement, will constitute
          legal, valid and binding obligations of such Borrowing Subsidiary,
          enforceable against such Borrowing Subsidiary in accordance with their
          respective terms, subject to any applicable bankruptcy, insolvency,
          reorganization,

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<PAGE>

          moratorium or similar laws affecting creditors' rights generally and
          to general principles of equity.

                                   ARTICLE V
                            COVENANTS OF THE COMPANY

               SECTION 5.01. AFFIRMATIVE COVENANTS. So long as any Note shall
remain unpaid or any Bank shall have any Commitment hereunder, the Company will,
unless the Majority Banks shall otherwise consent in writing:

               (a) COMPLIANCE WITH LAWS, ETC. Comply, and cause each of its
          Subsidiaries to comply, with all applicable laws, rules, regulations
          and orders, such compliance to include, without limitation, (i) paying
          before the same become delinquent all taxes, assessments and
          governmental charges imposed upon it or upon its property except to
          the extent contested in good faith, and (ii) required capitalization
          of each Borrowing Subsidiary, except in each case where the failure to
          do so could not reasonably be expected to affect (i) the business,
          consolidated financial position or consolidated results of operations
          of the Company and its Consolidated Subsidiaries to the extent that
          there is a reasonable possibility that such failure would prevent any
          of the Borrowers from repaying its obligations in accordance with the
          terms of this Agreement, or (ii) the legality, validity or
          enforceability of this Agreement.

               (b) REPORTING REQUIREMENTS. Furnish to the Banks:

               (i)  as soon as available and in any event within 60 days after
                    the end of each of the first three quarters of each fiscal
                    year of the Company, the consolidated balance sheet of the
                    Company and its Consolidated Subsidiaries as of the end of
                    such quarter and the consolidated statement of income and
                    shareholders' equity and the consolidated statement of cash
                    flows of the Company and its Consolidated Subsidiaries for
                    the period commencing at the end of the previous fiscal year
                    and ending with the end of such quarter, certified by a
                    designated financial officer of the Company;

               (ii) as soon as available and in any event within 120 days after
                    the end of each fiscal year of the Company, a copy of the
                    annual report for such year for the Company and its
                    Consolidated Subsidiaries, containing financial statements
                    for such year certified in a manner acceptable to the
                    Majority Banks by PriceWaterhouse Coopers or other
                    independent public accountants acceptable to the Majority
                    Banks;

               (iii) within the designated time frame for the delivery of
                    financial statements referred to in clauses (i) and (ii)
                    above, a certificate of a designated financial officer of
                    the Company (A) setting forth in reasonable detail the
                    calculations required to establish whether the Company was
                    in compliance with the requirements of SECTIONS 5.02(a), and
                    5.03 on the date of such financial

                                       56

<PAGE>

                    statements and (B) stating whether there exists on the date
                    of such certificate any Event of Default or condition or
                    event which with notice or lapse of time or both would
                    become an Event of Default and, if any Event of Default or
                    any such condition or event then exists, setting forth the
                    details thereof and the action which the Company is taking
                    with respect thereto;

               (iv) promptly after the sending or filing thereof, copies of all
                    reports which the Company sends generally to its security
                    holders, and copies of all periodic reports (including
                    reports on Form 8-K) and all registration statements which
                    the Company or any Subsidiary files with the Securities and
                    Exchange Commission (other than registration statements on
                    Form S-8 or Form 11-K, or registration statements on Form
                    S-3 relating solely to the registration of securities for
                    resale by the holders thereof);

               (v)  as soon as possible and, in any event, within 14 Business
                    Days after the Company (in its best judgment) has made a
                    determination pursuant to any notice or claim received by
                    the Company or any of its Subsidiaries to the effect that
                    the Company or any of its Subsidiaries is a potentially
                    responsible party for response costs incurred or to be
                    incurred at any facility, other than a facility owned or
                    operated by the Company or any of its Subsidiaries under the
                    Comprehensive Environmental Response, Compensation and
                    Liability Act ("CERCLA") or any state equivalent, that the
                    potential liability (taking into account the probability
                    that other Persons will provide contributions or otherwise
                    share in the response costs to be incurred at the facility)
                    of the Company or any of its Subsidiaries could reasonably
                    be expected to exceed $25,000,000, a copy of such notice or
                    claim and a statement of an officer of the Company
                    explaining the Company's understanding of the basis for such
                    notice or claim;

               (vi) as soon as possible and, in any event, within 14 Business
                    Days from the date the Company (in its best judgment) makes
                    a determination, pursuant to any notice given with respect
                    to property owned or operated by the Company or any of its
                    Subsidiaries, to Federal or state environmental agencies
                    under any applicable environmental requirement of law,
                    reporting the release of a hazardous or toxic waste,
                    substance, pollutant or contaminant, including
                    petroleum-based substances or wastes, into the environment,
                    that the potential liability (taking into account the
                    probability that other Persons will provide contributions or
                    otherwise share in the response costs to be incurred at the
                    facility) of the Company or any of its Subsidiaries could
                    reasonably be expected to exceed $25,000,000, a copy of such
                    notice and a statement of an officer of the Company
                    explaining the Company's understanding of the basis for such
                    notice;

               (vii) as soon as possible and, in any event, within 14 Business
                    Days after the Company acquires actual knowledge that the
                    operations or facilities of the

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                    Company or any of its Subsidiaries has become the subject of
                    any state or federal investigation evaluating whether any
                    remedial action pursuant to the National Contingency Plan,
                    or any state equivalent, is needed to respond to a release
                    or threatened release of a hazardous or toxic waste,
                    substance, pollutant or contaminant, including
                    petroleum-based substances or wastes, into the environment,
                    if it could reasonably be expected that the cost to the
                    Company and its Subsidiaries of the anticipated remedial
                    action would exceed $25,000,000 a statement by an officer of
                    the Company informing the Banks of such investigation and
                    explaining the Company's understanding of the basis for such
                    investigation;

               (viii) as soon as possible and, in any event, within 14 Business
                    Days after the Company acquires actual knowledge that any of
                    the operations or facilities of the Company or any of its
                    Subsidiaries becomes listed or is proposed for listing on
                    the National Priorities List in accordance with 40 C.F.R.
                    Part 300, Appendix B, or any state equivalent, and it could
                    reasonably be expected that the cost to the Company and its
                    Subsidiaries of response costs related thereto would equal
                    or exceed $12,500,000, or receives any written notice or
                    claim to the effect that it is a potentially responsible
                    party for response costs involving an aggregate cost to the
                    Company or its Subsidiaries of $25,000,000 or more incurred
                    or to be incurred under CERCLA or any state equivalent, at
                    any facility owned or operated by the Company or any of its
                    Subsidiaries, a statement by an officer of the Company so
                    informing the Banks and explaining the Company's
                    understanding of the basis for such listing or notice;

               (ix) as soon as possible and in any event (A) within 45 days
                    after the Company or any of its ERISA Affiliates acquires
                    actual knowledge that any Termination Event described in
                    clause (i) of the definition of Termination Event with
                    respect to any Plan has occurred, and (B) within 14 days
                    after the Company or any of its ERISA Affiliates acquires
                    actual knowledge that any other Termination Event with
                    respect to any Plan has occurred, (PROVIDED, HOWEVER, that
                    the statement referred to below would not be required if (1)
                    such Termination Event is described in clause (ii) of the
                    definition of Termination Event, unless the occurrence of
                    such Termination Event could reasonably be expected to or
                    does result in aggregate liability of the Company and all
                    ERISA Affiliates of the Company to any Multiple Employer
                    Plan or to the PBGC of more than $25,000,000, (2) such
                    Termination Event is described in clause (iii) of the
                    definition of Termination Event, unless such Termination
                    Event is not a "standard termination" as defined in Section
                    4041 of ERISA, or (3) it could not reasonably be expected
                    that the aggregate cost to the Company and its Subsidiaries
                    of any event set forth in clause (A) or (B) of this SECTION
                    5.01(b)(ix) and not otherwise excluded from the reporting
                    requirements of this Section would exceed $5,000,000) a
                    statement of an officer of the Company

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<PAGE>

                    describing such Termination Event and the action, if any,
                    which the Company or any of its ERISA Affiliates proposes to
                    take with respect thereto;

               (x)  promptly and in any event within 5 Business Days after
                    receipt thereof by the Company or any of its ERISA
                    Affiliates, copies of each notice received by the Company or
                    any such ERISA Affiliate from the PBGC stating its intention
                    to terminate any Plan or to have a trustee appointed to
                    administer any Plan;

               (xi) promptly and in any event within 14 Business Days after
                    receipt thereof by the Company or any of its ERISA
                    Affiliates from the sponsor of a Multiemployer Plan, if the
                    amount of liability incurred or expected to be incurred
                    pursuant to such notice exceeds $10,000,000, a copy of each
                    such notice received by the Company or such ERISA Affiliate
                    concerning (A) the imposition of Withdrawal Liability by
                    such Multiemployer Plan, (B) the determination that such
                    Multiemployer Plan is, or is expected to be, in
                    reorganization within the meaning of Title IV of ERISA, (C)
                    the termination of such Multiemployer Plan within the
                    meaning of Title IV of ERISA, or (D) the amount of liability
                    incurred, or expected to be incurred, by the Company or any
                    such ERISA Affiliate, as the case may be, in connection with
                    any event described in clause (A), (B) or (C) above;

               (xii) as soon as possible and, in any event, within 5 Business
                    Days after the Company acquires actual knowledge that either
                    of its Credit Ratings has changed, written notice informing
                    the Agent of such change; and

               (xiii) promptly, and in any event as soon as reasonably
                    practicable, such other information with respect to the
                    condition or operations, financial or otherwise, of the
                    Company or any of its Subsidiaries or ERISA Affiliates as
                    any Bank through the Agent may from time to time reasonably
                    request, including, without limitation, Schedule B
                    (Actuarial Information) to the annual reports (Form 5500
                    Series) filed with the Internal Revenue Service for each
                    Plan.

          With respect to any financial statement, report or other document
          required to be delivered to the Banks pursuant to clauses (i), (ii) or
          (iv) above, the Company shall be deemed to have fulfilled its
          obligation to deliver such document to the extent that such document
          has been filed electronically with the Securities and Exchange
          Commission and is available on the web site operated by the Securities
          and Exchange Commission on or before the date that such document is
          required to be delivered pursuant to such clause.

               (c) CORPORATE EXISTENCE. Subject to SECTION 5.02(b), preserve and
          keep, and will cause each of its Subsidiaries to preserve and keep,
          its corporate existence, rights, franchises and licenses in full force
          and effect, PROVIDED, HOWEVER, that the Company may terminate the
          corporate existence of any Subsidiary, or permit the termination or
          abandonment of any Subsidiary, or permit the termination or
          abandonment of any right, franchise or license if, in the good faith
          judgment of the appropriate officer or officers of

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<PAGE>

          the Company, such termination or abandonment is not materially
          disadvantageous to the Company and is not materially disadvantageous
          to the Banks or the holders of the Notes.

               (d) INSURANCE. Maintain, and cause each of its Subsidiaries to
          maintain, insurance with sound and reputable insurers covering all
          such properties and risks as are customarily insured by, and in
          amounts not less than those customarily carried by, corporations
          engaged in similar businesses and similarly situated.

               (e) PROPERTIES. Maintain and preserve, and cause each of its
          Subsidiaries to maintain and preserve, in all material respects its
          properties which are deemed by the Company or such Subsidiary to be
          necessary or useful in the proper conduct of its business in good
          working order and condition, ordinary wear and tear excepted.

               (f) BUSINESS. Without prohibiting the Company from making
          acquisitions or divestitures permitted under SECTION 5.02(b), remain
          in the same businesses, similar businesses or other manufacturing or
          service businesses reasonably related thereto, taken as a whole, as
          are carried on at the date of this Agreement.

               (g) USE OF PROCEEDS. Use the proceeds of the Advances made under
          this Agreement only for general corporate purposes, including, without
          limitation, the repurchase of shares of capital stock of the Company
          (as duly approved by the Company's board of directors from time to
          time), the repayment of other indebtedness and acquisitions.

               SECTION 5.02. NEGATIVE COVENANTS. So long as any Note shall
remain unpaid or any Bank shall have any Commitment hereunder, the Company will
not, without the written consent of the Majority Banks:

               (a) LIENS, ETC. Create or suffer to exist, or permit any of its
          Consolidated Subsidiaries to create or suffer to exist, any lien,
          security interest or other charge or encumbrance ("LIEN") upon or with
          respect to any of its properties (other than Margin Stock), whether
          now owned or hereafter acquired, or assign, or permit any of its
          Consolidated Subsidiaries to assign, any right to receive income, in
          each case to secure any Debt of any Person or entity, other than (i)
          Liens securing Debt which in the aggregate does not exceed $50,000,000
          or (ii) Liens granted by any Consolidated Subsidiary as security for
          any Debt owing to the Company or to a Wholly-Owned Consolidated
          Subsidiary.

               (b) CONSOLIDATIONS, MERGERS AND SALES OF ASSETS. Consolidate with
          or merge with or into any other Person or sell, lease or otherwise
          transfer all or a majority of its assets (other than Margin Stock) to
          any other Person or permit any Significant Subsidiary or Borrowing
          Subsidiary to consolidate with, merge into or sell, lease or otherwise
          transfer all or a majority of its assets to any Person other than the
          Company or a Wholly-Owned Consolidated Subsidiary except:


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<PAGE>

          (i)  the Company may merge or consolidate with any other corporation
               so long as the Company is the surviving corporation in such
               transaction and immediately after consummation of such
               transaction no event has occurred and is continuing which
               constitutes an Event of Default or would constitute an Event of
               Default but for the requirement that notice be given or time
               elapse or both;

          (ii) the Company may merge into any corporation solely for the purpose
               of redomiciling so long as the surviving corporation in such
               transaction expressly assumes all of the obligations of the
               Company under this Agreement, under its Notes and under the
               letter agreement referred to in SECTION 2.04(b) and immediately
               after consummation of such transaction no event has occurred and
               is continuing which constitutes an Event of Default or would
               constitute an Event of Default but for the requirement that
               notice be given or time elapse or both; and

          (iii) any Significant Subsidiary may consolidate or merge with or
               sell, lease or otherwise transfer all or more than a majority of
               its assets to any other Person so long as immediately after
               consummation of such transaction no event has occurred and is
               continuing which constitutes an Event of Default or would
               constitute an Event of Default but for the requirement that
               notice be given or time elapse or both.

          (c) USE OF PROCEEDS FOR SECURITIES PURCHASES. Use any proceeds of any
     Advance to acquire any security in any transaction which is subject to
     Section 13(d), 13(g) or 14(d) of the Exchange Act except to the extent such
     transaction complies with such Act and the rules and regulations
     thereunder.

          SECTION 5.03. FINANCIAL COVENANT. So long as any Note shall remain
unpaid or any Bank shall have any Commitment hereunder, the Company will not,
without the written consent of the Majority Banks, create or suffer to exist, or
permit any of its Consolidated Subsidiaries to create or suffer to exist, any
Debt, if, immediately after giving effect to such Debt and the receipt and
application of any proceeds thereof, the ratio of Total Debt to Capitalization
exceeds 0.55 to 1.00.

                                   ARTICLE VI
                                EVENTS OF DEFAULT

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

          (a) Any Borrower shall fail to pay any principal of any Note, or of
     any Advance not evidenced by a Note, when due; or

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<PAGE>



          (b) Any Borrower shall fail to pay any fee under this Agreement or any
     interest on any Note (or on any Advance not evidenced by a Note) within ten
     days after the due date thereof; or

          (c) Any written representation or warranty made by any Borrower herein
     or in connection with this Agreement shall prove to have been incorrect in
     any material respect when made; provided that if any such representation or
     warranty shall have been incorrect through inadvertence or oversight, no
     Event of Default shall occur if such representation or warranty shall be
     made correct within 30 days after any Borrower shall have discovered the
     error; or

          (d) The Company shall fail to perform or observe any of the covenants
     contained in SECTION 5.02 (other than with respect to any involuntary Lien
     for purposes of SECTION 5.02(a)) or SECTION 5.03 (with respect to a Total
     Debt to Capitalization ratio equal to or greater than 0.60 to 1.00); or the
     Company shall fail to perform or observe any other term, covenant
     (including SECTION 5.02(a) with respect to any involuntary Lien and SECTION
     5.03 with respect to a Total Debt to Capitalization Ratio less than 0.60 to
     1.00) or agreement contained in this Agreement, other than in (a) or (b)
     above, on its part to be performed or observed and such failure shall
     remain unremedied for 30 days after written notice thereof shall have been
     given to the Company by the Agent or any Bank; or

          (e) The Company or any of its Subsidiaries shall fail to pay any
     principal of or premium or interest on any Debt which is outstanding in a
     principal amount of at least $20,000,000 (or its equivalent in any other
     currency) in the aggregate (but excluding Debt evidenced by the Notes or
     consisting of Advances not evidenced by the Notes) of the Company or such
     Subsidiary (as the case may be), when the same becomes due and payable
     (whether by scheduled maturity, required prepayment, acceleration, demand
     or otherwise), and such failure shall continue after the applicable grace
     period, if any, specified in the agreement or instrument relating to such
     Debt; or any other event shall occur or condition shall exist under any
     agreement or instrument relating to any such Debt and shall continue after
     the applicable grace period, if any, specified in such agreement or
     instrument, if the effect of such event or condition is to accelerate the
     maturity of such Debt; or any such Debt shall be declared to be due and
     payable, or required to be prepaid (other than by a regularly scheduled
     required prepayment or a prepayment required due to a voluntary sale or
     condemnation of collateral securing such Debt, or in the case of Debt which
     was Debt of an entity acquired by the Company or any of its Subsidiaries
     and which Debt was assumed by the Company or such Subsidiary as part of
     such acquisition, a prepayment required due to a sale or other transfer or
     condemnation of assets), prior to the stated maturity thereof; or

          (f) The Company, any of its Significant Subsidiaries or any Borrowing
     Subsidiary shall generally not pay its debts as such debts become due, or
     shall admit in writing its inability to pay its debts generally, or shall
     make a general assignment for the benefit of creditors; or any proceeding
     shall be instituted by or against the Company, any of its Significant
     Subsidiaries or any Borrowing Subsidiary seeking to adjudicate it a


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<PAGE>


     bankrupt or insolvent, or seeking liquidation, winding up, reorganization,
     arrangement adjustment, protection, relief, or composition of it or its
     debts under any law relating to bankruptcy, insolvency or reorganization or
     relief of debtors, or seeking the entry of an order for relief or the
     appointment of a receiver, trustee, or other similar official for it or for
     any substantial part of its property, and in the event of any such
     proceeding instituted against the Company, any of its Significant
     Subsidiaries or any Borrowing Subsidiary, such proceeding shall remain
     undismissed or unstayed for a period of 60 days or shall result in the
     entry of an order for relief, the appointment of a trustee or receiver, or
     other result adverse to the Company, such Significant Subsidiary or such
     Borrowing Subsidiary; or the Company, any of its Significant Subsidiaries
     or any Borrowing Subsidiary shall take any corporate action to authorize
     any of the actions set forth above in this subsection (f); or

          (g) Any judgment or order for the payment of money (to the extent not
     covered by insurance under which the insurer has admitted its liability in
     writing) in excess of $10,000,000 (or its equivalent in any other currency)
     shall be rendered against the Company or any of its Subsidiaries and (i)
     enforcement proceedings shall have been commenced by any creditor upon such
     judgment or order and there shall be any time at which a stay of
     enforcement of such judgment or order, by reason of a pending appeal or
     otherwise, shall not be in effect or (ii) enforcement proceedings shall not
     have been commenced by any creditor upon such judgment or order and there
     shall be any period of 10 consecutive days during which a stay of
     enforcement of such judgment or order, by reason of a pending appeal or
     otherwise, shall not be in effect;

then, and in any such event, the Agent (i) shall at the request, or may with the
consent, of the Majority Banks, by notice to the Company, declare the obligation
of each Bank to make Advances to be terminated, whereupon the same shall
forthwith terminate, and (ii) shall at the request, or may with the consent, of
the Majority Banks, by notice to the Company, declare the Notes, any Advances
not evidenced by Notes, all interest thereon and all other amounts payable under
this Agreement to be forthwith due and payable, whereupon the Notes, any
Advances not evidenced by Notes, all such interest and all such amounts shall
become and be forthwith due and payable, without presentment, demand, protest or
further notice of any kind, all of which are hereby expressly waived by the
Company; PROVIDED, HOWEVER, that in the event of an Event of Default described
in SECTION 6.01(f), (A) the obligation of each Bank to make Advances shall
automatically be terminated and (B) the Notes, any Advances not evidenced by
Notes, all such interest and all such amounts shall automatically become and be
due and payable, without presentment, demand, protest or any notice of any kind,
all of which are hereby expressly waived by the Company.

                                  ARTICLE VII
                          THE AGENT AND THE EURO-AGENT

          SECTION 7.01. AUTHORIZATION AND ACTION. On and as of the Restatement
Date, each Bank hereby appoints Citicorp as Agent and each Bank hereby appoints
and authorizes each of the Agent and the Euro-Agent to take such action as agent
on its behalf and to exercise powers


                                       63
<PAGE>


under this Agreement as are delegated to the Agent by the terms hereof, together
with such powers as are reasonably incidental thereto. As to any matters not
expressly provided for by this Agreement (including, without limitation,
enforcement or collection of the Notes), neither the Agent nor the Euro-Agent
shall be required to exercise any discretion or take any action, but shall be
required to act or to refrain from acting (and shall be fully protected in so
acting or refraining from acting) upon the instructions of the Majority Banks,
and such instructions shall be binding upon all Banks and all holders of Notes;
PROVIDED, HOWEVER, that neither the Agent nor the Euro-Agent shall be required
to take any action which exposes the Agent or the Euro-Agent to personal
liability or which is contrary to this Agreement or applicable law. Each of the
Agent and the Euro-Agent agrees to give to each Bank prompt notice of each
written notice given to it by the Company pursuant to the terms of this
Agreement.

          SECTION 7.02. AGENT'S RELIANCE, ETC. Neither the Agent, the
Euro-Agent, or any Affiliate of either of them, nor any of their respective
Directors, officers, agents or employees shall be liable for any action taken or
omitted to be taken by it or them under or in connection with this Agreement,
except for its or their own gross negligence or willful misconduct. Without
limitation of the generality of the foregoing, each of the Agent and the
Euro-Agent: (i) may treat the Bank that made any Advance as the holder of the
Debt resulting therefrom until the Agent receives and accepts an Assignment and
Acceptance entered into by such Bank, as assignor, and an Eligible Assignee, as
assignee, as provided in SECTION 9.08; (ii) may consult with legal counsel
(including counsel for any of the Borrowers), independent public accountants and
other experts selected by it and shall not be liable for any action taken or
omitted to be taken in good faith by it in accordance with the advice of such
counsel, accountants or experts; (iii) makes no warranty or representation to
any Bank and shall not be responsible to any Bank for any statements, warranties
or representations (whether written or oral) made in or in connection with this
Agreement; (iv) shall not have any duty to ascertain or to inquire as to the
performance or observance of any of the terms, covenants or conditions of this
Agreement on the part of any of the Borrowers or to inspect the property
(including the books and records) of any of the Borrowers; (v) shall not be
responsible to any Bank for the due execution, legality, validity,
enforceability, genuineness, sufficiency or value of this Agreement or any other
instrument or document furnished pursuant hereto; and (vi) shall incur no
liability under or in respect of this Agreement by acting upon any notice,
consent, certificate or other instrument or writing (which may be by telecopier,
telegram, cable or telex) believed by it to be genuine and signed or sent by the
proper party or parties.

          SECTION 7.03. CITICORP AND AFFILIATES. With respect to its Commitment
the Advances made by it and the notes issued to it, Citicorp shall have the same
rights and powers under this Agreement as any other Bank and may exercise the
same as though it were not the Agent; and the term "Bank" or "Banks" shall,
unless otherwise expressly indicated, include Citicorp in its individual
capacity. Citicorp and its affiliates may accept deposits from, lend money to,
act as trustee under indentures of, and generally engage in any kind of business
with, the Company, any of its Subsidiaries (including, without limitation, any
Borrowing Subsidiary) and any Person who may do business with or own securities
of the Company or any of its Subsidiaries all as if Citicorp were not the Agent
and Citibank International Plc were not the Euro-Agent and without any duty to
account therefor to the Banks.


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<PAGE>



          SECTION 7.04. BANK CREDIT DECISION. Each Bank acknowledges that it
has, independently and without reliance upon the Agent, the Euro-Agent or any
other Bank and based on the financial statements referred to in SECTION 4.01 and
such other documents and information as it has deemed appropriate, made its own
credit analysis and decision to enter into this Agreement. Each Bank also
acknowledges that it will, independently and without reliance upon the Agent,
the Euro-Agent or any other Bank and based on such documents and information as
it shall deem appropriate at the time, continue to make its own credit decisions
in taking or not taking action under this Agreement.

          SECTION 7.05. INDEMNIFICATION. The Banks agree to indemnify the Agent
and the Euro-Agent (to the extent not reimbursed by the Borrowers), ratably
according to the respective principal accounts of the A Notes then held by each
of them (or if no A Notes are at the time outstanding or if any A Notes are held
by Persons which are not Banks, ratably according to the respective amounts of
their Commitments), from and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind or nature whatsoever which may be imposed on, incurred
by, or asserted against the Agent or the Euro-Agent in any way relating to or
arising out of this Agreement or any action taken or omitted by the Agent or the
Euro-Agent under this Agreement, PROVIDED that no Bank shall be liable for any
portion of such liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements resulting from the Agent's or
the Euro-Agent's gross negligence or wilful misconduct. Without limitation of
the foregoing, each Bank agrees to reimburse the Agent or the Euro-Agent, as
applicable, promptly on demand for its ratable share of any out-of-pocket
expenses (including counsel fees) incurred by the Agent in connection with the
preparation, execution, delivery, administration, modification, amendment or
enforcement (whether through negotiations, legal proceedings or otherwise) of,
or legal advice in respect of rights or responsibilities under, this Agreement,
to the extent that the Agent and the Euro-Agent are not reimbursed for such
expenses by the Borrowers.

          SECTION 7.06. SUCCESSOR AGENTS. Either of the Agents may resign at any
time by giving written notice thereof to the Banks and the Company and may be
removed at any time with or without cause by the Majority Banks. Upon any such
resignation or removal, the Majority Banks shall have the right to appoint one
of the Banks as the successor Agent and such Bank or an affiliate of such Bank
as the successor Euro-Agent. If no successor Agent or Euro-Agent, as applicable,
shall have been so appointed by the Majority Banks, and shall have accepted such
appointment, within 30 days after the retiring Agent's or retiring Euro-Agent's
giving of notice of resignation or the Majority Banks' removal of the retiring
Agent or retiring Euro-Agent, then the retiring Agent or retiring Euro-Agent
may, on behalf of the Banks, appoint one of the Banks (or an affiliate of one of
the Banks, in the case of a successor Euro-Agent) as its successor. If none of
the Banks will accept such an appointment, the retiring Agent or Euro-Agent, as
applicable, may, on behalf of the Banks, appoint a successor Agent or
Euro-Agent, as applicable, which, in the case of a successor Agent, shall be a
commercial bank organized under the laws of the United States of America or of
any State thereof and having a combined capital and surplus of at least
$250,000,000, and in the case of a successor Euro-Agent, shall be a commercial
bank organized under the laws of any country which is a member of the OECD, or a



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political subdivision of any such country, and having a combined capital and
surplus of at least $250,000,000 or the local currency equivalent thereof,
PROVIDED that such bank is located in, or acting through a branch or agency
located in, London, England. Upon the acceptance of any appointment as Agent
hereunder by a successor Agent, or as Euro-Agent hereunder by a successor
Euro-Agent, such successor shall thereupon succeed to and become vested with all
the rights, powers, privileges and duties of the retiring Agent or the retiring
Euro-Agent, as applicable, and the retiring Agent or the retiring Euro-Agent, as
applicable, shall be discharged from its duties and obligations under this
Agreement. The successor Agent or the successor Euro-Agent, as applicable, shall
immediately notify the Company of such appointment. After any retiring Agent's
or retiring Euro-Agent's resignation or removal hereunder as Agent or
Euro-Agent, as applicable, the provisions of this ARTICLE VII shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was Agent
or Euro-Agent, as applicable, under this Agreement.

          SECTION 7.07. CO-AGENTS. Neither of the Banks identified in this
Agreement as a "Co-Agent" shall have any right, power, obligation, liability,
responsibility or duty under this Agreement other than those applicable to all
Banks as such. Without limiting the foregoing, neither of such Banks shall have
or be deemed to have a fiduciary relationship with any Bank.

                                  ARTICLE VIII
                                    GUARANTY

          SECTION 8.01. THE GUARANTY. The Company hereby unconditionally and
irrevocably guarantees the due and punctual payment (whether at stated maturity,
upon acceleration or otherwise) of the principal of and interest on each Note
issued by any Borrowing Subsidiary (and each Advance made to any Borrowing
Subsidiary not evidenced by a Note) pursuant to this Agreement, and the due and
punctual payment of all other amounts payable by any Borrowing Subsidiary under
this Agreement or any Local Currency Addendum. Upon failure by any Borrowing
Subsidiary to pay punctually any such amount, the Company shall forthwith on
demand pay the amount not so paid in the currency, at the place, in the manner
and with the effect otherwise specified in ARTICLE II of this Agreement and the
terms of any applicable Local Currency Addendum. If payment has become due under
this guaranty as provided in the preceding sentence, the Company further agrees
that if any such payment in respect of any guaranteed amounts shall be due in a
currency other than Dollars and/or at a place of payment other than New York and
if, by reason of any applicable law, disruption of currency or foreign exchange
markets, war or civil disturbance or similar event, payment of such amounts in
such currency or such place of payment shall be impossible or, in the judgment
of any applicable Bank, not consistent with the protection of its rights or
interests, then, at the election of any applicable Bank, the Company shall make
payment of such amount in Dollars (based upon the applicable exchange rate in
effect on the date of payment) and/or in New York.

          SECTION 8.02. GUARANTY UNCONDITIONAL. The obligations of the Company
hereunder shall be unconditional and absolute and, without limiting the
generality of the foregoing, shall not be released, discharged or otherwise
affected by:


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<PAGE>



          (i)  any extension, renewal, settlement, compromise, waiver or release
               in respect of any obligation of any Borrowing Subsidiary under
               this Agreement, any Note or any Local Currency Addendum or the
               exchange, release or non-perfection of any collateral security
               therefor;

          (ii) any modification or amendment of or supplement to this Agreement,
               any Note or any Local Currency Addendum:

          (iii) any change in the corporate existence, structure or ownership of
               any Borrowing Subsidiary, or any insolvency, bankruptcy,
               reorganization or other similar proceeding affecting any
               Borrowing Subsidiary or its assets;

          (iv) the existence of any claim, set-off or other rights which the
               Company may have at any time against any Borrowing Subsidiary,
               the Agent, the Euro-Agent, any Local Currency Agent, any Bank or
               any other Person, whether in connection herewith or any unrelated
               transactions, PROVIDED that nothing herein shall prevent the
               assertion of any such claim by separate suit or compulsory
               counterclaim;

          (v)  any invalidity or unenforceability relating to or against any
               Borrowing Subsidiary for any reason of any provision or all of
               this Agreement, any Note or any Local Currency Addendum, or any
               provision of applicable law or regulation purporting to prohibit
               the payment by any Borrowing Subsidiary of the principal of or
               interest on any Advance or any other amount payable by it under
               this Agreement; or

          (vi) any other act or omission to act or delay of any kind by any
               Borrowing Subsidiary, the Agent, the Euro-Agent, any Local
               Currency Agent, any Bank or any other Person or any other
               circumstance whatsoever which might, but for the provisions of
               this paragraph, constitute a legal or equitable discharge of the
               Company's obligations hereunder.

          SECTION 8.03. DISCHARGE ONLY UPON PAYMENT IN FULL; REINSTATEMENT IN
CERTAIN CIRCUMSTANCES. The Company's obligations hereunder shall remain in full
force and effect until the principal of and interest on the Notes, all Advances
not evidenced by the Notes and all other amounts payable by the Company and each
Borrowing Subsidiary under this Agreement shall have been paid in full and shall
survive the Termination Date. If at any time any payment of the principal of or
interest on any Note, or on any Advance not evidenced by a Note, or any other
amount payable by any Borrowing Subsidiary under this Agreement is rescinded or
must be otherwise restored or returned upon the insolvency, bankruptcy or
reorganization of any Borrowing Subsidiary or otherwise, the Company's
obligations hereunder with respect to such payment shall be reinstated at such
time as though such payment had been due but not made at such time.



                                       67
<PAGE>


          SECTION 8.04. WAIVER BY THE COMPANY. The Company irrevocably waives
acceptance hereof, presentment, demand, protest and any notice not provided for
herein, as well as any requirement that at any time any right be exhausted or
any action be taken by the Agent, the Euro-Agent, any Local Currency Agent, any
Bank or any other Person against any Borrowing Subsidiary or any other Person or
any collateral security.

          SECTION 8.05. SUBROGATION. Upon making any payment hereunder, the
Company shall be subrogated to the rights of the Banks against any such
Borrowing Subsidiary with respect to such payment; PROVIDED that the Company
shall not enforce any right or demand or receive any payment by way of
subrogation until all amounts of principal of and interest on the Notes of such
Borrowing Subsidiary and all other amounts payable by such Borrowing Subsidiary
under this Agreement and any Local Currency Addendum to which such Borrowing
Subsidiary is a party have been paid in full.

          SECTION 8.06. STAY OF ACCELERATION. In the event that acceleration of
the time for payment of any amount payable by any Borrowing Subsidiary under
this Agreement or any of its Notes is stayed upon the insolvency, bankruptcy or
reorganization of such Borrowing Subsidiary, all such amounts otherwise subject
to acceleration under the terms of this Agreement shall nonetheless be payable
by the Company hereunder forthwith on demand by the Agent for the account of the
Banks.

                                   ARTICLE IX
                                  MISCELLANEOUS

          SECTION 9.01. AMENDMENTS, ETC. Except as provided by SECTION 2.05(d),
no amendment or waiver of any provision of this Agreement, the A Notes or any
Local Currency Addendum, nor consent to any departure by any Borrower therefrom,
shall in any event be effective unless the same shall be in writing and signed
by (x) the Majority Banks, in the case of this Agreement or the A Notes, or (y)
the Majority Local Currency Banks under any Local Currency Addendum, in the case
of such Local Currency Addendum, and then such waiver or consent shall be
effective only in the specific instance and for the specific purpose for which
given; PROVIDED, HOWEVER, that (a) no amendment, waiver or consent shall, unless
in writing and signed by all the Banks, do any of the following: (i) waive any
of the conditions specified in SECTION 3.01, 3.02, 3.03 (if and to the extent
that the A Borrowing which is the subject of such waiver would involve an
increase in the aggregate outstanding amount of A Advances over the aggregate
amount of A Advances outstanding immediately prior to such A Borrowing) or 3.04;
PROVIDED that the conditions set forth in SECTIONS 3.04(iii) and 3.04(iv) with
respect to any B Borrowing may be waived by the Banks making B Advances as part
of such B Borrowing; (ii) increase the Commitments of the Banks or subject the
Banks to any additional obligations, (iii) reduce the principal of, or interest
on, the A Notes or any fees or other amounts payable hereunder, (iv) postpone
any date fixed for any payment of principal of, or interest on, the A Notes or
any fees or other amounts payable hereunder, (v) release the Company's guaranty
obligations pursuant to ARTICLE VIII, (vi) change the percentage of the
Commitments, or of the aggregate unpaid principal amount of the Notes, or of the
Local Currency Commitments, or the unpaid principal amount of the Local Currency
Advances, which shall be required for the Banks


                                       68
<PAGE>


or any of the Banks to take any action hereunder or (vii) amend this SECTION
9.01; (b) after a Change of Control has occurred, no amendment, waiver or
consent shall be effective with respect to SECTION 5.03 unless the same shall be
in writing and signed by Banks holding at least 65% of the then aggregate unpaid
principal amount of the Committed Advances held by Banks, or, if no such
principal amount is then outstanding, Banks having at least 65% of the
Commitments; (c) no amendment, waiver or consent shall, unless in writing and
signed by the Agent and/or the Euro-Agent and/or any Local Currency Agent in
addition to the Banks required above to take such action, affect the rights or
duties of the Agent and/or the Euro-Agent, and/or such Local Currency Agent, as
applicable, under this Agreement or any applicable Local Currency Addendum; and
(d) no amendment, waiver or consent shall, unless in writing and signed by all
of the Local Currency Banks party to a Local Currency Addendum, do any of the
following: (i) waive any of the conditions specified in SECTION 3.05; (ii)
increase the Local Currency Commitments of the Local Currency Banks thereunder
or subject such Local Currency Banks to any additional obligations; (iii) reduce
the principal of, or interest on, any Local Currency Advances made pursuant
thereto; (iv) postpone any date fixed for any payment of principal of, or
interest on, any Local Currency Advance payable thereunder;

          SECTION 9.02. NOTICES, ETC. All notices and other communications
provided for hereunder shall be in writing (including telecopier, telegraphic,
telex or cable communication) and mailed, telecopied, telegraphed, telexed,
cabled or delivered,

          (i)  if to the Company, at its address at Ecolab Center, St. Paul,
               Minnesota 55102, Attention: Treasurer, Telecopier No.
               612-293-2401, with a copy to the Company at the same address,
               Attention: General Counsel;

          (ii) if to any Borrowing Subsidiary, at its address specified in its
               Election to Participate;

          (iii) if to any Bank, at its Domestic Lending Office specified
               opposite its name on SCHEDULE I hereto or specified in the
               Assignment and Acceptance pursuant to which it became a party
               hereto;

          (iv) if to the Agent, at its address at Bank Loan Syndications, Two
               Penns Way, Suite 200, New Castle, Delaware 19720, Attention: Lisa
               Rodriguez, Telecopier No. 302-894-6120, with a copy to Citicorp
               Securities, Inc., 500 West Madison Street, Chicago, Illinois
               60661, Attention: Lesley Noer, Telecopier No. 312-627-3990;

          (v)  if to the Euro-Agent, at its address at Riverdale House, 68
               Molesworth Street, Lewisham SE13 7EU, England, Attention: Andrew
               Bennett, Loans Agency, Telecopier No. 0171-500-4482, Telex No.
               299831 CIBLA; and

          (vi) if to any Local Currency Agent, at its address set forth in the
               applicable Local Currency Addendum;


                                       69
<PAGE>



or, as to the Company, the Agent, the Euro-Agent or any Local Currency Agent, at
such other address as shall be designated by such party in a written notice to
the other parties and, as to each other party, at such other address as shall be
designated by such party in a written notice to the Company, the Agent, the
Euro-Agent and any Local Currency Agent. All such notices and communications
shall, when mailed, telecopied, telegraphed, telexed or cabled, be effective
when deposited in the mails, telecopied, delivered to the telegraph company,
confirmed by telex answerback or delivered to the cable company, respectively,
except that notices and communications to the Agent or the Euro-Agent pursuant
to ARTICLE II or VII, or to any Local Currency Agent pursuant to the Local
Currency Addendum to which it is a party, shall not be effective until received
by the Agent, the Euro-Agent or such Local Currency Agent, as applicable.

          SECTION 9.03. NO WAIVER; REMEDIES. No failure on the part of any Bank
or the Agent, Euro-Agent or any Local Currency Agent to exercise, and no delay
in exercising, any right hereunder shall operate as a waiver thereof; nor shall
any single or partial exercise of any such right preclude any other or further
exercise thereof or the exercise of any other right. The remedies herein
provided are cumulative and not exclusive of any remedies provided by law.

          SECTION 9.04. COSTS AND EXPENSES. (a) The Company agrees to pay on
demand all reasonable, out-of-pocket costs and expenses of the Agent, the
Euro-Agent and any Local Currency Agent in connection with the preparation,
execution, delivery, administration, modification and amendment of this
Agreement, the notes and the other documents to be delivered hereunder,
including, without limitation, the reasonable fees and out-of-pocket expenses of
counsel for the Agent, the Euro-Agent and any Local Currency Agent with respect
thereto and with respect to advising the Agent, the Euro-Agent and any Local
Currency Agent as to rights and responsibilities under this Agreement, and all
costs and expenses, if any, of the Agent, the Euro-Agent, any Local Currency
Agent and the Banks (including, without limitation, reasonable counsel fees and
expenses, which may be allocated costs of counsel who are employees of any Bank)
in connection with the enforcement (whether through negotiations, legal
proceedings or otherwise) of this Agreement, the Notes, any Local Currency
Addendum and the other documents to be delivered hereunder, including, without
limitation, reasonable counsel fees and expenses in connection with the
enforcement of rights under this SECTION 9.04(a).

          (b) If any payment of principal of any Fixed Rate Advance is made
other than on the last day of the Interest Period for such Advance, as a result
of acceleration of the maturity of the Notes and Advances not evidenced by the
Notes pursuant to SECTION 6.01 or for any other reason, including the purchase
of an assignment pursuant to SECTION 2.05(e), the applicable Borrower shall,
upon demand by any Bank (with a copy of such demand to the Agent), pay to the
Agent for the account of such Bank any amounts required to compensate such Bank
for any additional losses, costs or expenses which it may reasonably incur as a
result of such payment, including, without limitation, any loss, cost or expense
reasonably incurred by reason of the liquidation or reemployment of deposits or
other funds acquired by any Bank to fund or maintain such Advance. Such Bank's
demand shall set forth the reasonable basis for calculation of such loss, cost
or expense.



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<PAGE>



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

          SECTION 9.06. JUDGMENT. (a) If for the purposes of obtaining judgment
in any court it is necessary to convert a sum due hereunder or under the Notes
in any currency (the "ORIGINAL CURRENCY") into another currency (the "OTHER
CURRENCY") the parties hereto agree, to the fullest extent that they may
effectively do so, that the rate of exchange used shall be that at which in
accordance with normal banking procedures the Euro-Agent could purchase the
Original Currency with the Other Currency at London, England on the third
Business Day preceding that on which final judgment is given.

          (b) The obligation of the applicable Borrower in respect of any sum
due in the Original Currency from it to any Bank or the Agent, Euro-Agent or any
Local Currency Agent hereunder, under the Notes held by such Bank, or under any
Local Currency Addendum shall, notwithstanding any judgment in any Other
Currency, be discharged only to the extent that on the Business Day following
receipt by such Bank, the Agent, Euro-Agent or such Local Currency Agent (as the
case may be) of any sum adjudged to be so due in such Other Currency such Bank,
the Agent, Euro-Agent or such Local Currency Agent (as the case may be) may in
accordance with normal banking procedures purchase the Original Currency with
such Other Currency; if the amount of the Original Currency so purchased is less
than the sum originally due to such Bank or the Agent, Euro-Agent or such Local
Currency Agent (as the case may be) in the Original Currency, such Borrower
agrees, as a separate obligation and notwithstanding any such judgment, to
indemnify such Bank, the Agent, Euro-Agent or such Local Currency Agent (as the
case may be) against such loss, and if the amount of the Original Currency so
purchased exceeds the sum originally due to any Bank, the Agent, Euro-Agent or
such Local Currency Agent (as the case may be) in the Original Currency, such
Bank or the Agent, Euro-Agent or such Local Currency Agent (as the case may be)
agrees to remit to such Borrower such excess.

          SECTION 9.07. BINDING EFFECT. This Agreement shall become effective
when it shall have been executed by the Company and the Agent and Euro-Agent and
when the Agent


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<PAGE>



shall have been notified by each Bank that such Bank has executed it and
thereafter shall be binding upon and inure to the benefit of the Borrowers, the
Agent, the Euro-Agent and each Bank and their respective successors and assigns,
except that the Borrowers shall not have the right to assign their respective
rights hereunder or any interest herein without the prior written consent of the
Banks.

          SECTION 9.08. ASSIGNMENTS AND PARTICIPATIONS.

          (a) Each Bank may, upon obtaining the prior written consent of the
     Company (which consent shall not be unreasonably withheld or delayed),
     assign to one or more banks or other entities all or a portion of its
     rights and obligations under this Agreement and, on a percentage basis
     equal to the percentage of the Commitment being assigned, under any Local
     Currency Addendum (including, without limitation, all or a portion of its
     Commitment, any Local Currency Commitment, the Advances owing to it and the
     Note or Notes held by it); PROVIDED, HOWEVER, that (i) each such assignment
     shall be of a constant, and not a varying, percentage of all of the
     assigning Bank's rights and obligations so assigned, (ii) the amount of the
     Commitment of the assigning Bank being assigned pursuant to each such
     assignment (determined as of the date of the Assignment and Acceptance with
     respect to such assignment) may be in the amount of such Bank's entire
     Commitment but otherwise shall not be less than $15,000,000 and shall be an
     integral multiple of $500,000 unless the Borrower and the Agent otherwise
     consent, (iii) each such assignment shall be to an Eligible Assignee, and
     in the case of an assignment of rights and obligations under a Local
     Currency Addendum, each such assignment shall be to an entity that
     qualifies as an Eligible Local Currency Bank under the terms of such Local
     Currency Addendum, and (iv) the parties to each such assignment shall
     execute and deliver to the Agent, for its acceptance and recording in the
     Register, an Assignment and Acceptance (and such other document or
     documents as may be required by any applicable Local Currency Addendum),
     together with a processing and recordation fee of $3,000; and PROVIDED,
     FURTHER, that, notwithstanding the foregoing, each Bank may, without the
     consent of the Company and without the payment of the processing and
     recordation fee, assign to one or more Affiliates of such Bank all or a
     portion of its rights and obligations under this Agreement (including,
     without limitation, all or a portion of its Commitment, the Advances owing
     to it and the Note or Notes held by it). Upon such execution, delivery,
     acceptance and recording, from and after the effective date specified in
     each Assignment and Acceptance, which effective date shall be at least two
     Business Days after the execution thereof, (x) the assignee thereunder
     shall be a party hereto and to any Local Currency Addendum, if applicable,
     and, to the extent that rights and obligations hereunder have been assigned
     to it pursuant to such Assignment and Acceptance, have the rights and
     obligations of a Bank hereunder and under any such Local Currency Addendum
     and (y) the Bank assignor thereunder shall, to the extent that rights and
     obligations hereunder have been assigned by it pursuant to such Assignment
     and Acceptance, relinquish its rights and be released from its obligations
     under this Agreement and under any such Local Currency Addendum (and, in
     the case of an Assignment and Acceptance covering all or the remaining
     portion of an assigning Bank's


                                       72
<PAGE>


     rights and obligations under this Agreement, such Bank shall cease to be a
     party hereto and to any such Local Currency Addendum).

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

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


                                       73
<PAGE>



          (d) Upon its receipt of an Assignment and Acceptance executed by an
     assigning Bank and an assignee representing that (x) it is an Eligible
     Assignee, and, (y) in the case of an assignment of rights and obligations
     under a Local Currency Addendum, representing that it is (or its Affiliate,
     branch or agency which will be the Local Currency Bank is) an Eligible
     Local Currency Bank under the terms of such Local Currency Addendum, the
     Agent shall, if such Assignment and Acceptance has been completed and is in
     substantially the form of EXHIBIT C-1 hereto, (i) accept such Assignment
     and Acceptance, (ii) record the information contained therein in the
     Register and (iii) give prompt notice thereof to the Borrowers.

          (e) Each Bank may sell participations to one or more banks or other
     entities in all or a portion of its rights and obligations under this
     Agreement and, on a percentage basis equal to the percentage of the
     Commitment so participated, any applicable Local Currency Addendum
     (including, without limitation, all or a portion of its Commitment and the
     Advances owing to it and the Note or Notes held by it); PROVIDED, HOWEVER,
     that (i) such Bank's obligations under this Agreement (including, without
     limitation, its Commitment to the Borrowers hereunder) and any applicable
     Local Currency Addendum shall remain unchanged, (ii) such Bank shall remain
     solely responsible to the other parties hereto for the performance of such
     obligations, (iii) such Bank shall remain the holder of any such Note and
     the maker of any Advance for all purposes of this Agreement, (iv) the
     Borrowers, the Agent, the Euro-Agent, any Local Currency Agent and the
     other Banks shall continue to deal solely and directly with such Bank in
     connection with such Bank's rights and obligations under this Agreement,
     and (v) any agreement between such Bank and any participant in connection
     with such participating interest shall not restrict such Bank's right to
     agree to any amendment or waiver of any provision of this Agreement or any
     applicable Local Currency Addendum, or any consent to any departure by any
     Borrower therefrom, except (to the extent such participant would be
     affected thereby) a reduction of the principal of, or interest on, any
     Advance or postponement of any date fixed for payment thereof or a release
     of the Company's guaranty obligations pursuant to ARTICLE VIII.

          (f) Any Bank may, in connection with any assignment or participation
     or proposed assignment or participation pursuant to this SECTION 9.08,
     disclose to the assignee or participant or proposed assignee or
     participant, any information relating to the Borrowers furnished to such
     Bank by or on behalf of the Borrowers; PROVIDED that, prior to any such
     disclosure of non-public information, such Bank shall have obtained the
     Company's consent (which consent shall not be unreasonably withheld or
     delayed) and, the assignee or participant or proposed assignee or
     participant shall agree to preserve the confidentiality of any confidential
     information relating to the Borrowers received by it from such Bank.

          (g) Notwithstanding any other provisions set forth in this Agreement,
     any Bank at any time may assign, as collateral or otherwise, any of its
     rights (including, without limitation, rights to payments of principal of
     and/or interest on the Advances) under this Agreement to any Federal
     Reserve Bank without notice to or consent of the Company,


                                       74
<PAGE>


     any Borrowing Subsidiary, any other Bank, the Agent, the Euro-Agent or any
     Local Currency Agent.

          SECTION 9.09. CONSENT TO JURISDICTION. (a) Each Borrowing Subsidiary
hereby irrevocably submits to the jurisdiction of any New York State or Federal
court 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 and hereby
irrevocably agrees that all claims in respect of any such action or proceeding
may be heard and determined in such New York State or in such Federal court.
Each Borrowing Subsidiary hereby irrevocably waives, to the fullest extent that
it may effectively do so, the defense of an inconvenient forum to the
maintenance of any such action or proceeding. Each Borrowing Subsidiary hereby
irrevocably appoints CT Corporation System (the "PROCESS AGENT"), with an office
on the date hereof at 1633 Broadway, New York, New York 10019, United States, as
its agent to receive on behalf of such Borrowing Subsidiary and its property
service of copies of the summons and complaint and any other process which may
be served in any such action or proceeding. Such service may be made by mailing
or delivering a copy of such process to such Borrowing Subsidiary in care of the
Process Agent at the Process Agent's above address with a copy to such Borrowing
Subsidiary at its address specified in its Election to Participate, and such
Borrowing Subsidiary hereby irrevocably authorizes and directs the Process Agent
to accept such service on its behalf. As an alternative method of service, each
Borrowing Subsidiary also irrevocably consents to the service of any and all
process in any such action or proceeding by the mailing of copies of such
process to such Borrowing Subsidiary at its address specified in its Election to
Participate. Each Borrowing Subsidiary 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.

          (b) Nothing in this SECTION 9.09 shall affect the right of the Agent,
the Euro-Agent, any Local Currency Agent or any Bank to serve legal process in
any other manner permitted by law or affect the right of the Agent or any Bank
to bring any action or proceeding against any Borrowing Subsidiary or its
property in the courts of any other jurisdictions.

          SECTION 9.10. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

          SECTION 9.11. EXECUTION IN COUNTERPARTS. This Agreement may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
agreement.

          SECTION 9.12. INDEMNIFICATION. The Company agrees to indemnify and
hold harmless the Agent, the Euro-Agent, each Local Currency Agent, each Bank
and each of their affiliates and their respective directors, officers, employees
and agents (each, an "INDEMNIFIED PARTY") from and against any and all claims,
damages, liabilities and expenses (including, without limitation, fees and
disbursements of counsel) which may be incurred by or asserted against any
Indemnified Party in connection with or arising out of any investigation,
litigation or


                                       75
<PAGE>


proceeding related to the Advances, the Notes, this Agreement, any Local
Currency Addendum, any of the transactions contemplated hereby, or the use of
the proceeds of the Borrowings by the Borrowers, whether or not such Indemnified
Party is a party thereto, PROVIDED, HOWEVER, that the Company shall not be
liable for any portion of such claims, damages, liabilities and expenses of an
Indemnified Party resulting from such Indemnified Party's gross negligence or
willful misconduct or for such claims and liabilities settled without the
consent of the Company. Each Bank agrees to give the Company prompt written
notice of any investigation, litigation or proceeding which may lead to a claim
for indemnification under this Section, PROVIDED that the failure to give such
notice shall not affect the validity or enforceability of the indemnification
hereunder.

          SECTION 9.13. CONFIDENTIALITY. Each Bank hereby agrees that it will
use reasonable efforts to keep confidential any information from time to time
supplied to it by the Company under SECTION 5.01(b) or otherwise in connection
with this Agreement, which the Company designates in writing at the time of its
delivery to the Bank is to be treated confidentially; PROVIDED, HOWEVER, that
nothing herein shall affect the disclosure of any such information to: (i) the
extent required by statute, rule, regulation or judicial process; (ii) counsel
for any Bank, the Agent, the Euro-Agent or any Local Currency Agent or to their
respective accountants; (iii) bank examiners and auditors; (iv) the Agent, the
Euro-Agent, any Local Currency Agent, any Local Currency Bank, any other Bank,
or, subject to the provisions of SECTION 9.08(f), any transferee or prospective
transferee of any Note; or (v) any other Person in connection with any
litigation to which any one or more of the Banks is a party; PROVIDED FURTHER,
HOWEVER, that each Bank hereby agrees that it will use reasonable efforts to
promptly notify the Company of any request for information under this subpart
(v) or with respect to any request for information not enumerated in this
SECTION 9.13.

          SECTION 9.14. NON-RELIANCE BY THE BANKS. Each Bank by its signature to
this Agreement represents and warrants that (i) it has not relied in the
extension of the credit contemplated by this Agreement, nor will it rely in the
maintenance thereof, upon any assets of the Company or its Subsidiaries
consisting of Margin Stock as collateral and (ii) after reviewing the financial
statements of the Company and its Subsidiaries referred to in SECTION 4.01(e),
such Bank has concluded therefrom that the consolidated cash flow of the Company
and its Subsidiaries is sufficient to support the credit extended to the Company
pursuant to this Agreement.

          SECTION 9.15. NO INDIRECT SECURITY. Notwithstanding any Section or
provision of this Agreement to the contrary, nothing in this Agreement shall (i)
restrict or limit the right or ability of the Company or any of its Subsidiaries
to pledge, mortgage, sell, assign, or otherwise encumber or dispose of any
Margin Stock, or (ii) create an Event of Default arising out of or relating to
any such pledge, mortgage, sale, assignment or other encumbrance or disposition.

          SECTION 9.16. WAIVER OF JURY TRIAL. EACH OF THE COMPANY, THE BORROWING
SUBSIDIARIES, THE AGENT, THE EURO-AGENT, EACH LOCAL CURRENCY AGENT AND THE BANKS
IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY DISPUTE, WHETHER SOUNDING
IN CONTRACT, TORT, OR

                                       76
<PAGE>


OTHERWISE, AMONG ANY OF THE PARTIES HERETO ARISING OUT OF OR RELATED TO THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY NOTE. ANY PARTY HERETO MAY
FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY COURT AS
WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR
RESPECTIVE RIGHTS TO TRIAL BY JURY.

          SECTION 9.17. EFFECTIVENESS OF AMENDMENT AND RESTATEMENT. The
amendment and restatement of this Agreement dated as of December 13, 2000, shall
be effective as of such date when, and only when, the Agent shall have received
counterparts of this Agreement (as so amended and restated) executed by the
Borrower and all of the Banks. Upon the Restatement Date, the terms and
provisions of the Original Agreement shall be and hereby are amended, superseded
and restated in their entirety by the terms and provisions of this Restated
Agreement. This Restated Agreement is not intended to and does not constitute a
novation.


                                       77
<PAGE>

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


                                     ECOLAB INC.


                                     By:  /s/ Daniel J. Schmechel
                                         -----------------------------
                                         Vice President and Treasurer


                                     CITICORP USA, INC., as Administrative Agent


                                     By: /s/ Mary O'Connell
                                         -----------------------------
                                         Vice President


                                     CITIBANK INTERNATIONAL PLC, as Euro-Agent


                                     By: /s/ David F. Basset
                                         ------------------------------
                                         Vice President


                                     CREDIT SUISSE FIRST BOSTON, as Co-Agent


                                     By: /s/ David W. Kratovil
                                         -------------------------------
                                         Director

                                     By: /s/ Bill O'Daly
                                         -------------------------------
                                         Vice President


                                     BANK ONE, NA (Main Office Chicago), as
                                        Co-Agent


                                     By: /s/ J. Garland Smith
                                         --------------------------------
                                     Title: Managing Director




                                Signature Page 1
<PAGE>

                                     BANKS

COMMITMENT


$53,000,000                          CITICORP USA, INC.


                                     By: /s/ Mary O'Connell
                                         -------------------------------
                                         Vice President


$45,000,000                          CREDIT SUISSE FIRST BOSTON


                                     By: /s/ David W. Kratovil
                                         -------------------------------
                                     Title: Director


                                     By: /s/ Bill O'Daly
                                         -------------------------------
                                     Title: Vice President


$45,000,000                          BANK ONE, NA (Main Office Chicago)


                                     By: /s/ J. Garland Smith
                                         -------------------------------
                                     Title: Managing Director


$33,000,000                          WELLS FARGO BANK, NATIONAL ASSOCIATION


                                     By: /s/ Allison S. Gelfman
                                         -------------------------------
                                     Title: Vice President


                                     By: /s/ Donglas A. Lindstrom
                                         -------------------------------
                                     Title: Vice President


$33,000,000                          MORGAN GUARANTY TRUST COMPANY OF NEW YORK


                                     By: /s/ Robert Bottamedi
                                         -------------------------------
                                     Title: Vice President





                                Signature Page 2
<PAGE>


$33,000,000                          BANK OF AMERICA, N.A.


                                     By: /s/ David Noda
                                         -------------------------------------
                                     Title:


$33,000,000                          WACHOVIA BANK, N.A.


                                     By: /s/ Thomas N. McKinstry
                                         -------------------------------------
                                     Title:


$275,000,000            Total of the Commitments





                                Signature Page 3
<PAGE>

                                   EXHIBIT A-1

                                 FORM OF A NOTE

                          Dated: __________ __, 20__

                  FOR VALUE RECEIVED, the undersigned, [ECOLAB INC.]
[Name of Borrowing Subsidiary], a [Delaware corporation] [_____________] (the
"Borrower"), HEREBY PROMISES TO PAY to the order of ___________ (the "Bank")
for the account of its Applicable Lending Office (as defined in the Credit
Agreement referred to below) the aggregate principal amount of the A Advances
(as defined in the Credit Agreement referred to below) made by the Bank to
the Borrower pursuant to the Credit Agreement, payment thereof to be made on
the Termination Date (as defined in the Credit Agreement).

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

                  Both principal and interest in respect of each A Advance
denominated (i) in United States Dollars are payable in lawful money of the
United States of America to the Agent (as defined below) at the office of
Citibank, N.A. at 399 Park Avenue, New York, New York 10043, United States of
America, in same day funds and (ii) in any currency other than United States
Dollars are payable in such currency to the Euro-Agent (as defined below) at the
office of the Euro-Agent which the Euro-Agent shall designate for such payment
in same day funds. Each A Advance made by the Bank to the Borrower pursuant to
the Credit Agreement, and all payments made on account of the principal amount
thereof, shall be recorded by the Bank and, prior to any transfer hereof,
endorsed on the grid attached hereto which is a part of this Promissory Note.

                  This Promissory Note is one of the Notes referred to in, and
is entitled to the benefits of, the Multicurrency Credit Agreement dated as of
September 29, 1993, as amended and restated as of December 13, 2000 (as the same
may be hereafter amended, restated, supplemented or otherwise modified from time
to time, the "CREDIT AGREEMENT"), among Ecolab Inc., the Bank and certain other
banks parties thereto, and Citicorp USA, Inc., as administrative agent (the
"Agent") for the Bank and such other banks Citibank International plc, as agent
(the "Euro-Agent") for the Bank and such other banks in connection with certain
advances, and Bank One, NA and Credit Suisse First Boston, as Co-Agents
thereunder. [The Borrower has executed and delivered to the Agent a duly
completed "Election to Participate" dated as of __________, 20___ and has, in
accordance with the terms of the Credit Agreement, become a "Borrowing
Subsidiary" under the Credit Agreement.](1) The Credit Agreement, among other
things, (i) provides for the making of "A Advances" by the Bank to the Borrower
from time to time in an aggregate amount (together with all other "Advances"
made by the Bank to other "Borrowers"

______________________
(1)  To be included in the event that the maker of the A Note is not the
     Company.

                                 Exhibit A-1 - 1
<PAGE>

under and as defined in the Credit Agreement) not to exceed at any time
outstanding the Bank's Commitment (as defined in the Credit Agreement), the
indebtedness of the Borrower resulting from each such A Advance made to the
Borrower by the Bank being evidenced by this Promissory Note, and (ii) contains
provisions for acceleration of the maturity hereof upon the happening of certain
stated events and also for prepayments on account of principal hereof prior to
the maturity hereof upon the terms and conditions therein specified.

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

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

                                            [NAME OF BORROWER]


                                            By:_________________________________
                                            Title:




                                Exhibit A-1 - 2
<PAGE>

                       ADVANCES AND PAYMENTS OF PRINCIPAL
<TABLE>

----------------- ------------------- -------------------- ------------------- ----------------
      <S>             <C>               <C>                 <C>                    <C>
       Date            Currency &           Amount of        Unpaid Principal       Notation
                        Amount of        Principal Paid           Balance           Made By
                        Advance           or Prepaid
----------------- ------------------- -------------------- ------------------- ----------------
----------------- ------------------- -------------------- ------------------- ----------------
----------------- ------------------- -------------------- ------------------- ----------------
</TABLE>





                                Exhibit A-1 - 3
<PAGE>


                                   EXHIBIT A-2

                                 FORM OF B NOTE

[Currency and Amount]                       Dated: ____________, 20__


                  FOR VALUE RECEIVED, the undersigned, [ECOLAB INC.] [Name of
Borrowing Subsidiary], a [Delaware corporation] [___________] (the "Borrower"),
HEREBY PROMISES TO PAY to the order of _____________________________ (the
"Bank") for the account of its Applicable Lending Office (as defined in the
Credit Agreement referred to below), on __________, 20__, the principal amount
of ______________ [Currency and Amount] (______________).

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

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

                  Interest Payment Date or Dates: _________________________

                  Both principal and interest are payable in [state the
currency] to [the Agent (as defined below) for the account of the Bank at the
office of Citibank, N.A. at 399 Park Avenue, New York, New York 10043] [the
Euro-Agent (as defined below) for the account of the Bank at the office of
______________ at __________________](2) in same day funds and, subject to the
terms of the Credit Agreement, free and clear of and without any deduction, with
respect to the payee named above, for any and all present and future taxes,
deductions, charges or withholdings, and all liabilities with respect thereto.

                  This Promissory Note is one of the B Notes referred to in, and
is entitled to the benefits of, the Credit Agreement dated as of September 29,
1993, as amended and restated as of December 13, 2000 (as the same may be
amended, restated, supplemented or otherwise modified from time to time, the
"Credit Agreement"), among Ecolab Inc., the Bank and certain other banks parties
thereto, Citicorp USA, Inc. as administrative agent (the "Agent") for the Bank
and such other banks, Citibank International plc, as agent (the "Euro-Agent")
for the Bank and such other banks in connection with certain advances, and Bank
One, NA and Credit Suisse First Boston as "Co-Agents" thereunder. [The Borrower
has executed and delivered to the Agent a duly completed "Election to
Participate" dated as of ______________, [19__/20__] and has, in

_______________________
(2) The office of the Agent shall be used in the case of a B Advance
    denominated in Dollars. The applicable office of the Euro-Agent
    (such office to be specified by the Euro-Agent at the time of the
    applicable B Note is issued) shall be used in the case of a B Advance
    denominated in an Alternative Currency.


                                Exhibit A-2 - 1
<PAGE>


accordance with the terms of the Credit Agreement, become a "Borrowing
Subsidiary" under the Credit Agreement.](3). The Credit Agreement, among other
things, contains provisions for acceleration of the maturity hereof upon the
happening of certain stated events.

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

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

                                   [BORROWER]


                                   By:____________________________
                                   Title:





________________________
(3) To be included in the event that the maker of the B Note is not the
    Company.

                                Exhibit A-2 - 2
<PAGE>



                                   EXHIBIT B-1

                              NOTICE OF A BORROWING

                                     [Date]

[Citibank International plc,
   as Euro-Agent
Loan Agency Department
Third Floor
Riverdale House
68 Molesworth Street
Lewisham SE13 7EU England
Attention: Kenneth Purchase](4)

Citicorp USA, Inc., as Administrative Agent
Bank Loan Syndications
Two Penns Way, Suite 200
New Castle, Delaware 19720
Attention: Lisa Rodriguez

Citicorp Securities, Inc.
500 West Madison Street
Chicago, Illinois 60661
Attention: Lesley Noer

Ladies and Gentlemen:

                  The undersigned, Ecolab Inc. (the "Company"), refers to the
Multicurrency Credit Agreement, dated as of September 29, 1993, as amended and
restated as of December 13, 2000 (the "Credit Agreement", the terms defined
therein being used herein as therein defined), among the undersigned, certain
Banks parties thereto, Citicorp USA, Inc., as administrative agent for said
Banks (the "Agent"), Citibank International plc as "Euro-Agent" thereunder and
Bank One, NA and Credit Suisse First Boston as "Co-Agents" thereunder. The
undersigned hereby gives you notice, irrevocably, pursuant to SECTION 2.02 of
the Credit Agreement that the undersigned hereby requests an A Borrowing under
the Credit Agreement, and in that connection sets forth below the information
relating to such A Borrowing (the "Proposed Borrowing") as required by SECTION
2.02(a) of the Credit Agreement:

                  (i)    The Borrower is proposed to be _________________.


__________________
(4)  Solely for purposes of a Notice of A Borrowing contemplating
     Eurocurrency Advances denominated in an Alternative Currency.

                                 Exhibit B-1 - 1
<PAGE>

                  (ii)   The Business Day of the Proposed Borrowing
                         is _____________, 20__.

                  (iii)  The Type of Advances comprising the Proposed Borrowing
                         is [Base Rate Advances] [Adjusted CD Rate Advances]
                         [Eurocurrency Advances].

                  (iv)   The currency of the Proposed Borrowing is
                         ___________.(5)

                  (v)    The aggregate amount of the Proposed Borrowing
                         is _______.

                 [(vi)   The Interest Period for each A Advance made as part of
                         the Proposed Borrowing is [___ days] [____  months].(6)

                 [(vii)  The exchange rate in respect of the Proposed Borrowing
                         is ______________.](7)

                 [viii] The Proposed Borrowing is a Designated A Borrowing.(8)

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

                  (A) The representations and warranties contained in
         [subsections (a), (b), (c) and (d) of SECTION 4.01](9) [SECTION 4.01
         (other than subsections(j) and (o) thereof)](10) of the Credit
         Agreement are correct in all material respects, before and after
         giving effect to the Proposed Borrowing and to the application of
         the proceeds therefrom, as though made on and as of such date; and

                  (B)  No event has occurred and is continuing, or would result
         from such Proposed Borrowing or from the application of the proceeds
         therefrom, which

______________________
(5)  To be included for a Proposed Borrowing comprised of Eurocurrency
     Advances.

(6)  To be included for a Proposed Borrowing comprised of Adjusted CD Rate
     Advances or Eurodollar Advances.

(7)  To be included for a Proposed Borrowing comprised of Eurocurrency Advances
     denominated in an Alternative Currency.

(8)  To be included for a Designated A Borrowing, as defined and described in
     SECTION 2.01(b) of the Credit Agreement.

(9)  To be used unless the conditions precedent set forth in SECTION 3.03 of
     the Credit Agreement apply to the Proposed Borrowing.

(10)  To be used if the conditions precedent set forth in SECTION 3.03 of the
      Credit Agreement apply to the Proposed Borrowing.

                                Exhibit B-1 - 2

<PAGE>

         constitutes an Event of Default [or would constitute an Event of
         Default but for the requirement that notice be given or time elapse
         or both].(11)

                  (C)  The Credit Ratings of the Company are as follows:
         S&P _________ and Moody's________.

                  [(D) The proposed Borrower has become, and remains qualified
         as, a "Borrowing Subsidiary" under and in accordance with the terms of
         the Credit Agreement and the representations and warranties contained
         in SECTION 4.02 of the Credit Agreement are correct as to the proposed
         Borrower in all material respects, before and after giving effect to
         the Proposed Borrowing and to the application of the proceeds
         therefrom, as though made on and as of such date.](12)


                                           Very truly yours,

                                           ECOLAB INC.



                                           By: _____________________________
                                           Title:



_______________________
(11) To be included if the conditions precedent set forth in SECTION 3.03
     of the Credit Agreement apply to the Proposed Borrowing.

(12) To be included if the proposed Borrower is not the Company.


                                 Exhibit B-1 - 3
<PAGE>



                                   EXHIBIT B-2

                              NOTICE OF B BORROWING

                                    (Dollars)

                                     [Date]

Citicorp USA, Inc., as Administrative Agent
Bank Loan Syndications
Two Penns Way, Suite 200
New Castle, Delaware 19720
Attention: Lisa Rodriguez

Citicorp Securities, Inc.
500 West Madison Street
Chicago, Illinois 60661
Attention: Lesley Noer

Ladies and Gentlemen:

                  The undersigned, Ecolab Inc. (the "Company"), refers to the
Credit Agreement, dated as of September 29, 1993, as amended and restated as of
December 13, 2000 (the "Credit Agreement", the terms defined therein being used
herein as therein defined), among the undersigned, certain Banks parties
thereto, Citicorp USA, Inc., as administrative agent (the "Agent") for said
Banks, Citibank International plc as "Euro-Agent" thereunder and Bank One, NA
and Credit Suisse First Boston as "Co-Agents" thereunder. The undersigned hereby
gives you notice pursuant to SECTION 2.03(b) of the Credit Agreement that the
undersigned hereby requests a B Borrowing denominated in Dollars under the
Credit Agreement, and in that connection sets forth the terms on which such B
Borrowing (the "Proposed B Borrowing") is requested to be made:

         (A) Borrower: ______________________________________
         (B) Date of B Borrowing:____________________________
         (C) Amount of B Borrowing: _________________________
         (D) Maturity Date: _________________________________
         (E) Interest Rate Basis: ___________________________
         (F) Interest Payment Date(s): ______________________
         (G) _____________________   ______________________
         (H) _____________________   ______________________


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


                                 Exhibit B-2 - 1
<PAGE>

                  (b)  the representations and warranties contained in SECTION
         4.01 (other than SUBSECTIONS (j) and (o) thereof) of the Credit
         Agreement are correct in all material respects, before and after
         giving effect to the Proposed B Borrowing and to the application of
         the proceeds therefrom, as though made on and as of such date;

                  (c)  no event has occurred and is continuing, or would result
         from the Proposed B Borrowing or from the application of the proceeds
         therefrom, which constitutes an Event of Default or would constitute
         an Event of Default but for the requirement that notice be given or
         time elapse or both;

                  (d) the aggregate amount of the Proposed B Borrowing and all
         other Borrowings to be made on the same day under the Credit Agreement
         is within the aggregate amount of the unused Commitments of the Banks;
         [and]

                  (e)  the Credit Ratings of the Company are as follows:
         S&P _____ and Moody's ______[.] [; and]

                 [(e) the proposed Borrower has become, and remains qualified
         as, a "Borrowing Subsidiary" under and in accordance with the terms of
         the Credit Agreement and the representations and warranties contained
         in SECTION 4.02 of the Credit Agreement are correct as to the proposed
         Borrower in all material respects, before and after giving effect to
         the Proposed B Borrowing and to the application of the proceeds
         therefrom, as though made on and as of such date.](13)

                  The undersigned hereby confirms that the Proposed B Borrowing
is to be made available to it in accordance with SECTION 2.03(b) and (e) of the
Credit Agreement.

                                       Very truly yours,

                                       ECOLAB INC.


                                       By: __________________________
                                       Title:



_____________________
(13) To be included if the proposed Borrower is not the Company.

                                  Exhibit B-2 - 2
<PAGE>


                                   EXHIBIT B-3

                              NOTICE OF B BORROWING

                             (Alternative Currency)

                                     [Date]

Citibank International plc,
as Euro-Agent
Loan Agency Department
Third Floor
Riverdale House
68 Molesworth Street
Lewisham SE13 7EU England
Attention: Kenneth Purchase

Citicorp USA, Inc., as Administrative Agent
Bank Loan Syndications
Two Penns Way, Suite 200
New Castle, Delaware 19720
Attention: Lisa Rodriguez

Citicorp Securities, Inc.
500 West Madison Street
Chicago, Illinois 60661
Attention: Lesley Noer

Ladies and Gentlemen:

                  The undersigned, Ecolab Inc. (the "Company"), refers to the
Credit Agreement, dated as of September 29, 1993, as amended and restated as of
December 13, 2000 (the "Credit Agreement", the terms defined therein being used
herein as therein defined), among the undersigned, certain Banks parties
thereto, Citicorp USA, Inc., as administrative agent (the "Agent") for said
Banks, Citibank International plc as "Euro-Agent" thereunder and Bank One, NA
and Credit Suisse First Boston as "Co-Agents" thereunder. The undersigned hereby
gives you notice pursuant to SECTION 2.03(c) of the Credit Agreement that the
undersigned hereby requests a B Borrowing denominated in an Alternative Currency
under the Credit Agreement, and in that connection sets forth the terms on which
such B Borrowing (the "Proposed B Borrowing") is requested to be made:

         (A)      Borrower:______________________________________
         (B)      Alternative Currency:__________________________
         (C)      Date of B Borrowing:___________________________
         (D)      Amount of B Borrowing:_________________________


                                 Exhibit B-3 - 1
<PAGE>

         (E)      Maturity Date:_________________________________
         (F)      Interest Rate Basis:___________________________
         (G)      Interest Payment Date(s):______________________
         (H)      Exchange Rate:______________________________
         (I)      ___________________________________________
         (J)      ___________________________________________


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

                  (a) the representations and warranties contained in SECTION
         4.01 (other than SUBSECTIONS (j) and (o) thereof) of the Credit
         Agreement are correct in all material respects, before and after giving
         effect to the Proposed B Borrowing and to the application of the
         proceeds therefrom, as though made on and as of such date;

                  (b) no event has occurred and is continuing, or would result
         from the Proposed B Borrowing or from the application of the proceeds
         therefrom, which constitutes an Event of Default or would constitute an
         Event of Default but for the requirement that notice be given or time
         elapse or both;

                  (c) the aggregate amount of the Proposed B Borrowing and all
         other Borrowings to be made on the same day under the Credit Agreement
         is within the aggregate amount of the unused Commitments of the Banks;
         [and]

                  (d) the Credit Ratings of the Company are as follows:
         S&P _____ and Moody's ______[.] [; and]

                 [(e) the proposed Borrower has become, and remains qualified
         as, a "Borrowing Subsidiary" under and in accordance with the terms of
         the Credit Agreement and the representations and warranties contained
         in SECTION 4.02 of the Credit Agreement are correct as to the proposed
         Borrower in all material respects, before and after giving effect to
         the Proposed B Borrowing and to the application of the proceeds
         therefrom, as though made on and as of such date.](14)

                  The undersigned hereby confirms that the Proposed B Borrowing
is to be made available to it in accordance with SECTION 2.03(c) and (e) of the
Credit Agreement.



                                          Very truly yours,

                                          ECOLAB INC.


                                          By: _________________________
                                          Title:

________________________
(14) To be included if the proposed Borrower is not the Company.

                                 Exhibit B-3 - 2

<PAGE>

                                   EXHIBIT B-4

                       NOTICE OF LOCAL CURRENCY BORROWING

                                     [Date]

[Name and address of Local
Currency Agent]

Citicorp USA, Inc., as Administrative Agent
Bank Loan Syndications
Two Penns Way, Suite 200
New Castle, Delaware 19720
Attention: Lisa Rodriguez

Citicorp Securities, Inc.
500 West Madison Street
Chicago, Illinois 60661
Attention: Lesley Noer

Ladies and Gentlemen:

                  The undersigned, Ecolab Inc. (the "Company"), refers to (1)
the Multicurrency Credit Agreement, dated as of September 29, 1993, as amended
and restated as of December 13, 2000 (the "Credit Agreement", the terms defined
therein being used herein as therein defined), among the undersigned, certain
Banks parties thereto, Citicorp USA, Inc., as administrative agent for said
Banks (the "Agent"), Citibank International plc as "Euro-Agent" thereunder and
Bank One, NA and Credit Suisse First Boston as "Co-Agents" thereunder, and (2)
that certain ___________ Local Currency Addendum dated as of ____________,
____________ among ____________ (the "Borrowing Subsidiary"), the Company, the
Agent, the Local Currency Agent named therein and the Local Currency Banks party
thereto (the "Addendum"). The undersigned hereby gives you notice, irrevocably,
pursuant to SECTION 2.02B of the Credit Agreement and the Addendum that the
undersigned hereby requests a Local Currency Borrowing under the Credit
Agreement and the Addendum, and in that connection sets forth below the
information relating to such Local Currency Borrowing (the "Proposed Borrowing")
as required by SECTION 2.02B(a) of the Credit Agreement:

                  (i)    The Borrower is proposed to be [name of Borrowing
         Subsidiary or the Company.]


                                Exhibit B-4 - 1
<PAGE>

                  (ii)   The Business Day of the Proposed Borrowing is
                         ________, 20__.

                  (iii)  The Type of Advances comprising the Proposed Borrowing
         is [Floating Rate Advances] [Eurocurrency Advances] [other type of
         Fixed Rate Advances].

                  (iv)   The aggregate amount of the Proposed Borrowing is ___.

                 [(v) The Interest Period for each Advance made as part of the
         Proposed Borrowing is [___ days] [___ months].*

                  (vi) The exchange rate in respect of the Proposed Borrowing
         is ______________.]

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

                  (A) The representations and warranties contained in
         [subsections (a), (b), (c) and (d) of SECTION 4.01]** [SECTION 4.01
         (other than subsections(j) and (o) thereof)]*** of the Credit Agreement
         are correct in all material respects, before and after giving effect to
         the Proposed Borrowing and to the application of the proceeds
         therefrom, as though made on and as of such date; and

                  (B) No event has occurred and is continuing, or would result
         from such Proposed Borrowing or from the application of the proceeds
         therefrom, which constitutes an Event of Default [or would constitute
         an Event of Default but for the requirement that notice be given or
         time elapse or both].****

                  (C)      The Credit Ratings of the Company are as follows:
         S&P _________ and Moody's ________.

                  (D) The proposed Borrower has become, and remains qualified
         as, a "Borrowing Subsidiary" under and in accordance with the terms of
         the Credit Agreement and the representations and warranties contained
         in SECTION 4.02 of the Credit Agreement are correct as to the proposed
         Borrower in all material respects, before and after giving effect to
         the Proposed Borrowing and to the application of the proceeds
         therefrom, as though made on and as of such date.


                                       Very truly yours,

                                       ECOLAB INC.

                                       By: ____________________________
                                       Title:

____________________
*     To be included for Proposed  Borrowing comprised of Fixed Rate Advances.

**    To be used unless the conditions precedent set forth in SECTION 3.03 of
the Credit Agreement apply to the Proposed Borrowing.

***   To be used if the conditions precedent set forth in SECTION 3.03 of the
Credit Agreement apply to the Proposed Borrowing.

****  To be included if the conditions precedent set forth in SECTION 3.03 of
the Credit Agreement apply to the Proposed Borrowing.



                                 Exhibit B-4 - 2
<PAGE>

                                   EXHIBIT C-1

                        FORM OF ASSIGNMENT AND ACCEPTANCE

                           Dated __________ __, 20__

          Reference is made to the Multicurrency Credit Agreement dated as of
September 29, 1993, as amended and restated as of December 13, 2000 (the "Credit
Agreement"), among Ecolab Inc., a Delaware corporation (the "Company"), the
Banks (as defined in the Credit Agreement), Citicorp USA, Inc., as
administrative agent for the Banks (the "Agent"), Citibank International plc, as
Euro-Agent for the Banks (the "Euro-Agent"), and Bank One, NA and Credit Suisse
First Boston, as Co-Agents. Terms defined in the Credit Agreement are used
herein with the same meaning.

     _________(the "Assignor") and __________(the "Assignee") agree as follows:

                  1. The Assignor hereby sells and assigns to the Assignee, and
the Assignee hereby purchases and assumes from the Assignor, a __%* interest in
and to all of the Assignor's rights and obligations under the Credit Agreement
as of the Effective Date (as defined below) (including, without limitation, such
percentage interest in (i) the Assignor's Commitment, which (after giving effect
to any other assignments thereof made prior to the Effective Date, whether or
not such assignments have been effective, but without giving effect to any other
assignments thereof also made on the Effective Date) is $ (or the equivalent
thereof in one or more Alternative Currencies), [and each of the Assignor's
Local Currency Commitments, which (after giving effect to any other assignments
thereof made prior to the Effective Date, whether or not such assignments have
been effective, but without giving effect to any other assignments thereof also
made on the Effective Date) is $______ under the [_________________ Local
Currency Addendum]], (ii) the aggregate outstanding principal amount of Advances
owing to the Assignor on the Effective Date, which (after giving effect to any
other assignments thereof made prior to the date hereof, whether or not such
assignments have been effective, but without giving effect to any other
assignments thereof also made on the Effective Date) is $___ (or the equivalent
thereof in one or more Alternative Currencies), and (iii) the Note[s] held by
the Assignor).

                  2. The Assignor (i) represents and warrants that it is the
legal and beneficial owner of the interest being assigned by it hereunder and
that such interest is free and clear of any adverse claim; (ii) makes no
representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with the
Credit Agreement or any Local Currency Addendum to which it is a party, or the
execution, legality, validity, enforceability, genuineness, sufficiency or value
of the Credit Agreement, any Local Currency Addendum to which it is a party or
any other instrument or document furnished pursuant thereto; (iii) makes no
representation or warranty and assumes no responsibility with respect to the
financial condition of the Company or Borrowing Subsidiary or the performance or
observance by the Company or Borrowing Subsidiary of

_____________________________
*  Specify percentage in no more than 4 decimal points.

                               Exhibit C-1-1

<PAGE>

any of its obligations under the Credit Agreement, any Local Currency
Addendum to which it is a party or any other instrument or document furnished
pursuant thereto and (iv) attaches the Note[s] referred to in paragraph 1
above and requests that the Agent exchange such Note[s] for [a new [A] [B]
Note dated ______________, 20__ in the principal amount of $_________ payable
to the order of the Assignee] [new Notes as follows: [a] [an] [A] [B] Note
dated ____________, 20__ in the principal amount of $_____________ payable to
the order of the Assignee and [a] [an] [A][B] Note dated ____________, 20__
in the principal amount of $_____________ payable to the order of the
Assignor].

                  3. The Assignee (i) confirms that it has received a copy of
the Credit Agreement, and any Local Currency Addendum to which the Assignor is a
party together with copies of the financial statements referred to in Section
4.01 thereof and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this
Assignment and Acceptance; (ii) agrees that it will, independently and without
reliance upon the Agent, the Euro-Agent, any Local Currency Agent, the Assignor
or any other Bank and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under the Credit Agreement; (iii) confirms that it is an
Eligible Assignee and, if a Local Currency Commitment is being assigned, that it
is (or its Affiliate, branch or agency which will be the Local Currency Bank is)
an Eligible Local Currency Bank under the applicable Local Currency Addendum;
(iv) appoints and authorizes the Agent, the Euro-Agent, and any Local Currency
Agency under any Local Currency Addendum to which it is or will become a party
as a result of this Assignment, to take such action as agent on its behalf and
to exercise such powers under the Credit Agreement or such Local Currency
Addendum as are delegated to the Agent, the Euro-Agent or such Local Currency
Agent by the terms thereof, together with such powers as are reasonably
incidental thereto; (v) agrees that it will perform in accordance with their
terms all of the obligations which by the terms of the Credit Agreement, and any
Local Currency Addendum to which it will be a party, are required to be
performed by it as a Bank; [and] (vi) specifies as its Bank Domestic Lending
Office (and address for notices), its Eurocurrency Lending Office, and, if
applicable, its Local Currency Lending Office, the offices set forth beneath its
name on the signature pages hereof [;and (vii) attaches the forms prescribed by
the Internal Revenue Service of the United States of America certifying as to
the Assignee's status for purposes of determining exemption from United States
withholding taxes with respect to all payments to be made to the Assignee under
the Credit Agreement and any other forms required to be delivered pursuant to
SECTION 2.17(f)(ii) of the Credit Agreement or any applicable Local Currency
Addendum for purposes of determining exemption from withholding taxes with
respect to payments to be made by any Borrowers under such Local Currency
Addendum.]**

_____________________________
**  If the Assignee is organized under the laws of a jurisdiction outside the
United States.

                               Exhibit C-1-2

<PAGE>

                  4. The effective date for this Assignment and Acceptance
shall be __________________ (the "Effective Date").*** Following the execution
of this Assignment and Acceptance, it will be delivered to the Agent for
acceptance and recording by the Agent.

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

                  6. Upon such acceptance and recording, from and after the
Effective Date, the Agent (and any applicable Local Currency Agent) shall make
all payments under the Credit Agreement and any Local Currency Addendum to which
the Assignee is or becomes a party in respect of the interest assigned hereby
(including, without limitation, all payments of principal, interest and facility
fees with respect thereto) to the Assignee. The Assignor and Assignee shall make
all appropriate adjustments in payments under the Credit Agreement and any Local
Currency Addendum for periods prior to the Effective Date directly between
themselves.

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

                                        [NAME OF ASSIGNOR]


                                        By:
                                            ----------------------------------
                                        Title:


                                        [NAME OF ASSIGNEE]


                                        By:
                                            ----------------------------------
                                        Title:

                                        Domestic Lending Office (and
                                            address for notices):
                                            [Address]

                                        Eurocurrency Lending Office:
                                            [Address]

                                        Local Currency Lending Office:
                                            [Address]

_____________________________
***  See SECTION 9.08(a). Such date shall be at least two Business Days after
the execution of this Assignment and Acceptance.

                               Exhibit C-1-3

<PAGE>

Accepted this ___day
of ____________, 20__

CITICORP USA, INC., as Agent


By:
    -----------------------------------
Title:

[     , as Local Currency Agent
under the _______Local Currency
Addendum]


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

By:
    -----------------------------------
Title:


                               Exhibit C-1-4

<PAGE>

                                   EXHIBIT C-2

                           FORM OF INCREASE AGREEMENT



                                   ECOLAB INC.

                        INCREASE OF COMMITMENTS AGREEMENT

                  This Increase of Commitments Agreement (this "AGREEMENT") is
dated as of ________, 20__ and entered into by and among Ecolab Inc., a Delaware
corporation (the "BORROWER"), the financial institutions which are increasing
their Commitments as set forth on SCHEDULE A attached hereto (the "INCREASING
BANKS"), the financial institutions which are agreeing to become parties to the
Credit Agreement (as defined below) as set forth on SCHEDULE A attached hereto
(the "ADDED BANKS") and Citicorp USA, Inc., as agent for the Banks (the
"AGENT"), and is made with reference to that certain Multicurrency Credit
Agreement dated as of September 29, 1993, as amended and restated as of December
13, 2000, by and among the Company, the Banks named therein, Citicorp USA, Inc.
as Agent, Citibank International plc, as Euro-Agent and Bank One, NA and Credit
Suisse First Boston, as Co-Agents (as amended, restated, supplemented, or
otherwise modified from time to time the "CREDIT AGREEMENT"). Capitalized terms
used herein without definition shall have the same meanings herein as set forth
in the Credit Agreement.

                              PRELIMINARY STATEMENT

                  A.       The Credit Agreement provides that the Company may
request the Commitments under the Credit Agreement to be increased by an
amount up to $50,000,000.

                  B.       The Company has submitted a request to increase the
Commitments by $_________.

                  C.       The Increasing Banks are willing to increase their
Commitments pursuant to the terms of the Credit Agreement.

                  D.       The Added Banks are willing to become parties to the
Credit Agreement and to take Commitments thereunder pursuant to the terms of
the Credit Agreement.

                  NOW, THEREFORE, in consideration of the premises and the
agreements, provisions and covenants herein contained, the parties hereto agree
as follows:

          SECTION 1.       INCREASE OF COMMITMENTS

                  A.       Pursuant to SECTION 2.05 of the Credit Agreement,
each of the Increasing Banks hereby agrees to increase its Commitment in an
amount set forth opposite its name in SCHEDULE A attached hereto.


                                   EXHIBIT C-2-1

<PAGE>

                  B.       Pursuant to SECTION 2.05 of the Credit Agreement,
each of the Added Banks hereby agrees to become a party to the Credit
Agreement as a Bank with a Commitment in an amount set forth opposite its
name in SCHEDULE A attached hereto, and to be bound by all the terms and
provisions of the Credit Agreement.

          SECTION 2.       COMPANY'S REPRESENTATIONS AND WARRANTIES

                  In order to induce the Increasing Banks and the Added Banks
to enter into this Agreement, the Borrower represents and warrants to each
Increasing Bank and Added Bank that the following statements are true,
correct and complete on and as of the Commitment Increase Date (as
hereinafter defined):

                  A.       The execution, delivery and performance by the
Company of this Agreement are within the Company's corporate powers, have
been duly authorized by all necessary corporate action, and do not contravene
(i) the Company's restated certificate of incorporation or by-laws or (ii)
any law or contractual restriction binding on or affecting the Company.

                  B.       No authorization or approval or other action by,
and no notice to or filing with, any governmental authority or regulatory
body is required for the due execution, delivery and performance by the
Company of this Agreement, except any such approvals, notices, actions or
filings which have already been made, obtained or given.

                  C.       This Agreement is a legal, valid and binding
obligation of the Company, enforceable against the Company in accordance with
its terms, subject to any applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting creditors' rights generally and to
general principles of equity.

                  D.       The representations and warranties contained in
ARTICLE IV of the Credit Agreement are true, correct and complete in all
material respects on and as of the Commitment Increase Date to the same
extent as though made on and as of that date, except to the extent such
representations and warranties specifically relate to an earlier date, in
which case they were true, correct and complete in all material respects on
and as of such earlier date.

          SECTION 3.       CONDITIONS TO EFFECTIVENESS

                  The increase in Commitments by the Increasing Banks and the
addition of Commitments by the Added Banks referred to in SECTION 1 of this
Agreement shall become effective only upon the satisfaction on or prior to
________, 20__ of all of the following conditions precedent (the date of
satisfaction of such conditions being referred to herein as the "COMMITMENT
INCREASE DATE"):

                  A.       The Agent shall have received executed counterparts
of this Agreement, duly executed and delivered on behalf of each of the
Company, the Agent, the Increasing Banks and the Added Banks.

                                   EXHIBIT C-2-2

<PAGE>

                  B.       The Agent shall have received a Certificate of the
Secretary or an Assistant Secretary of the Company dated the Commitment
Increase Date as to (i) the resolution of the Board of Directors of the
Company authorizing this Agreement, and (ii) the incumbency and signatures of
the person authorized to execute and deliver this Agreement.

                  C.       The Agent shall have received an opinion of General
Counsel for the Company with respect to the matters set forth in subsections
2 (A), (B), (C) and (D) above.

          SECTION 4.       MISCELLANEOUS

                  A.       REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT.

                  (i)      On and after the Commitment Increase Date, each
reference in the Credit Agreement, the Notes or any Local Currency Addendum
to the "Banks", "Commitments", or words of like import shall mean and be a
reference to the Banks and Commitments as amended by this Agreement.

                  (ii)     Except as specifically amended by this Agreement,
the Credit Agreement shall remain in full force and effect and are hereby
ratified and confirmed.

                  (iii)    The execution, delivery and performance of this
Agreement shall not, except as expressly provided herein, constitute a waiver
of any provision of, or operate as a waiver of any right, power or remedy of
the Agent or any Bank under, the Credit Agreement or any Local Currency
Addendum.

                  B.       FEES AND EXPENSES. The Company acknowledges that
all costs, fees and expenses incurred by the Agent and its counsel with
respect to this Agreement and the documents and transactions contemplated
hereby shall be for the account of the Company.

                  C.       HEADINGS. Section and subsection headings in this
Agreement are included herein for convenience of reference only and shall not
constitute a part of this Agreement for any other purpose or be given any
substantive effect.

                  D.       APPLICABLE LAW. THIS AGREEMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

                  E.       COUNTERPARTS. This Agreement may be executed in any
number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed an
original, but all such counterparts together shall constitute but one and the
same instrument; signature pages may be detached from multiple separate
counterparts and attached to a single counterpart so that all signature pages
are physically attached to the same document.

                      [Remainder of page intentionally left blank]


                                   EXHIBIT C-2-3

<PAGE>

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

                                   ECOLAB INC.



                                   By:
                                       ---------------------------------------
                                   Name:
                                   Title:


                                     S-1

<PAGE>

                                   CITICORP USA, INC., [as an Increasing Bank
                                   and] as Agent



                                   By:
                                       ---------------------------------------
                                   Name:
                                   Title:

                                     S-2

<PAGE>

                                   ___________________, as an Increasing Bank



                                   By:
                                       ---------------------------------------
                                   Name:
                                   Title:

                                     S-3

<PAGE>

                                   ___________________, as an Added Bank



                                   By:
                                       ---------------------------------------
                                   Name:
                                   Title:

                                     S-4

<PAGE>

                                   SCHEDULE A


INCREASING BANKS

<TABLE>
<CAPTION>

BANK                             COMMITMENT INCREASE                   NEW COMMITMENT TOTAL
----                             -------------------                   --------------------
<S>                              <C>                                   <C>

--------                            $--------                          $--------

--------                            $--------                          $--------

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




ADDED BANKS

<TABLE>
<CAPTION>

BANK                                                                   NEW COMMITMENT TOTAL
----                                                                   --------------------
<S>                                                                     <C>

--------                                                               $--------

--------                                                               $--------
</TABLE>
<PAGE>

                                    EXHIBIT D

                         FORM OF ELECTION TO PARTICIPATE

                                     [Date]

To: Citicorp USA, Inc., as Agent for the
      Banks parties to the Credit
      Agreement referred to below,
      and Citibank International plc,
      as Euro-Agent for such Banks

          Reference is made to the Multicurrency Credit Agreement dated as of
September 29, 1993, as amended and restated as of December 13, 2000, among
Ecolab Inc., the Banks parties thereto, Citicorp USA, Inc., as administrative
agent for the Banks, Citibank International plc, as Euro-Agent for the Banks,
and Bank One, NA and Credit Suisse First Boston, as Co-Agents (as the same may
be amended from time to time, the "Credit Agreement"). Terms not defined herein
which are defined in the Credit Agreement shall have for the purposes hereof the
meanings provided therein.

          The undersigned, [name of Borrowing Subsidiary], a [jurisdiction of
organization/type of entity], hereby elects to be a Borrowing Subsidiary for
purposes of the Credit Agreement, effective from the date hereof. The
undersigned confirms that the representations and warranties set forth in
SECTION 4.02 of the Credit Agreement are true and correct in all material
respects as to the undersigned as of the date hereof, and the undersigned hereby
agrees to perform all the obligations of a Borrowing Subsidiary under, and to be
bound in all respects by the terms of, the Credit Agreement, including without
limitation SECTION 9.09 thereof, as if the undersigned were a signatory party
thereto.

          The address to which all notices to the undersigned under the Credit
Agreement should be directed is: _______________________
________________________________________________. This instrument shall be
construed in accordance with and governed by the laws of the State of New York.

          This Election to Participate may be executed in any number of
counterparts and by different parties hereto in separate counterparts.

                                       [NAME OF BORROWING SUBSIDIARY]


                                       By: __________________________
                                       Title:


                                  Exhibit D-1
<PAGE>


The undersigned hereby confirms that [name of Borrowing Subsidiary] is a
Borrowing Subsidiary for purposes of the Credit Agreement described above and
that the guaranty of the undersigned contained in Article VIII of the Credit
Agreement applies to the obligations of [name of Borrowing Subsidiary] under the
Credit Agreement and the Notes issued by it [and, if applicable, the Local
Currency Addendum executed by it]. The undersigned hereby represents and
warrants that [name of Borrowing Subsidiary] is a Consolidated Subsidiary.

                                       ECOLAB INC.


                                       By: __________________________
                                       Title:

Receipt of the above Election to Participate is hereby acknowledged on and as of
the date set forth above.

                                       CITICORP USA, INC., as Agent


                                       By: __________________________
                                       Title:




                                  Exhibit D-2
<PAGE>


                                    EXHIBIT E

                               FORM OF OPINION OF

                         GENERAL COUNSEL OF THE COMPANY

                       (Initial Borrowing by the Company)

                                     [Date]

To each of the Banks parties
to the Credit Agreement
referred to below, Citicorp USA,
Inc., as Agent, and Citibank
International Plc, as Euro-
Agent

          Re: ECOLAB INC.

Ladies and Gentlemen:

          This opinion is furnished to you pursuant to Section 3.01(f) of the
Multicurrency Credit Agreement dated as of September 29, 1993, as amended and
restated as of December 13, 2000 (the "Credit Agreement"), among Ecolab Inc.
(the "Company"), the banks parties thereto (the "Banks"), Citicorp USA, Inc., as
Agent for the Banks, Citibank International Plc, as Euro-Agent for the Banks,
and Bank One, NA and Credit Suisse First Boston, as Co-Agents. Terms defined in
the Credit Agreement are used herein as so defined.

          As Senior Vice President-Law and General Counsel of the Company, I am
familiar with the corporate history and organization of the Company and its
Subsidiaries and the proceedings relating to the authorization, preparation,
execution and delivery of, and the initial Borrowing by the Company made under,
the Credit Agreement.

          In that connection, I have examined:

     (1) The Credit Agreement.

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

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

     (4) The By-Laws of the Company and all amendments thereto (the "By-Laws").



                                  Exhibit E-1
<PAGE>

     (5)  A certificate of the Secretary of State of Delaware, dated
          ____________, 200_, attesting to the continued corporate existence and
          good standing of the Company in that State.

          In addition, I have examined the originals, or copies certified to my
satisfaction, of such other corporate records of the Company, certificates of
public officials and of officers of the Company, and agreements instruments and
other documents as I have deemed necessary as a basis for the opinions with
respect to the Company expressed below.

          As to questions of fact material to such opinions, I have, when
relevant facts were not independently established by me, relied upon
certificates of the Company or its officers or of public officials. I have
assumed the due execution and delivery, pursuant to due authorization, of the
Credit Agreement by the Banks and the Agent and Euro-Agent.

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

     (1)  The Company is a corporation duly organized, validly existing and in
          good standing under the laws of the State of Delaware.

     (2)  The execution, delivery and performance by the Company of the Credit
          Agreement and the Company's Notes are within the Company's corporate
          powers, have been duly authorized by all necessary corporate action,
          and will not conflict with, contravene, violate or constitute a
          default under (i) the Charter or the By-Laws, (ii) any law, rule or
          regulation, (iii) any material contractual restriction binding on or,
          to the best of my knowledge, affecting the Company or to which any of
          its property may be subject, (iv) to the best of my knowledge, any
          judicial or administrative order or decree of any governmental
          authority, or (v) to the best of my knowledge, any consent, approval,
          license, authorization or validation of, or filing, recording or
          registration with, any governmental authority. The Credit Agreement
          and the Company's Notes have been duly executed and delivered on
          behalf of the Company.

     (3)  No authorization, consent or other approval of, notice to or filing
          with any court, governmental authority or regulatory body is required
          to authorize or is required in connection with the execution, delivery
          or performance by the Company of the Credit Agreement or the Company's
          Notes or the transactions contemplated thereby.

     (4)  The Credit Agreement and the Company's Notes are legal, valid and
          binding obligations of the Company enforceable against the Company in
          accordance with their respective terms, subject to any applicable
          bankruptcy, insolvency, reorganization, moratorium or similar laws
          affecting creditor's rights generally and to general principles of
          equity.


                                  Exhibit E-2
<PAGE>


     (5)  To the best of my knowledge, there are no pending actions, suits or
          proceedings against the Company or any of its Subsidiaries before any
          court or arbitrator or any governmental body, agency or official in
          which there is (in my best judgment) a reasonable possibility of an
          adverse decision which would affect (i) the business, consolidated
          financial position or consolidated results of operations of the
          Company and its Consolidated Subsidiaries to the extent that there is
          (in my best judgment) a reasonable possibility that such decision
          would prevent the Company from repaying its obligations under the
          Credit Agreement and the Company's Notes in accordance with the terms
          thereof, or (ii) the legality, validity, binding effect or
          enforceability of the Credit Agreement or any of the Company's Notes.

     (6)  To the best of my knowledge, the Company and its Subsidiaries are in
          compliance in all material respects with all environmental and
          hazardous waste laws, rules and regulations and neither the Company
          nor any of its Subsidiaries has been cited by any Federal, state or
          local governmental agency or other authority responsible for or having
          jurisdiction over hazardous waste disposal, where the failure to so
          comply or being so cited would (in my best judgment) affect the
          business, consolidated financial position or consolidated results of
          operations of the Company and its Consolidated Subsidiaries to the
          extent that there is a reasonable possibility that such noncompliance
          or being so cited would prevent the Company from repaying its
          obligations under the Credit Agreement and the Company's Notes in
          accordance with the terms thereof.

     (7)  To the best of my knowledge, there are no pending or threatened
          actions, suits or proceedings against the Company or any of its
          Subsidiaries before any court or arbitrator or other governmental
          agency or authority arising out of or relating to hazardous waste
          disposal or environmental compliance or asserting a claim for damages
          based upon the use or other application of any products of the Company
          or any of its Subsidiaries, in which there is (in my best judgment) a
          reasonable possibility of an adverse decision which would affect the
          business, consolidated financial position or consolidated results of
          operations of the Company and its Consolidated Subsidiaries to the
          extent that there is (in my best judgment) a reasonable possibility
          that such decision would prevent the Company from repaying its
          obligations under the Credit Agreement and the Company's Notes in
          accordance with the terms thereof.

          The opinion set forth above is subject to the following
          qualifications:

     (a)  In rendering this opinion, my examination of matters of law has been
          limited to the laws of the State of Minnesota, the General Corporation


                                  Exhibit E-3
<PAGE>


          Law of the State of Delaware and United States federal law. In
          addition, for purposes of my opinion in paragraphs (3) and (4) above,
          insofar as the Credit Agreement and the Company's Notes shall be
          governed by, and construed in accordance with, the laws of the State
          of New York, I assume that such laws conform with the laws of the
          State of Minnesota.

     (b)  For purposes of my opinion in paragraph (2) above, "material
          contractual restriction" shall mean the restrictions in the contracts
          filed by the Company as exhibits to its reports and registration
          statements filed with the Securities and Exchange Commission, and, if
          not included among such exhibits, restrictions in contracts of the
          Company dealing with borrowed money.

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

          I am aware that [special counsel for the Company] and Sidley & Austin
will rely upon the opinion set forth herein in rendering their respective
opinions furnished pursuant to Section 3.01(f) and (g) of the Credit Agreement.

          Except as set forth in the foregoing paragraph, the opinion contained
herein is for the sole benefit of the Agent, the Euro-Agent, the Banks parties
to the Credit Agreement and their respective successors and assigns, and may not
be relied upon by any other person.


                                       Very truly yours,


                                       Lawrence T. Bell



                                  Exhibit E-4
<PAGE>



                                    EXHIBIT F

                               FORM OF OPINION OF

                         SPECIAL COUNSEL FOR THE COMPANY

                       (Initial Borrowing by the Company)

                                     [Date]

To each of the Banks party
to the Credit Agreement referred
to below, Citicorp USA, Inc., as
Agent, Citibank International Plc,
as Euro-Agent, and Bank One, NA
and Credit Suisse First Boston,
as Co-Agents

               Re:ECOLAB INC.

Ladies and Gentlemen:

          We have acted as special counsel to Ecolab Inc., a Delaware
corporation (the "COMPANY"), in connection with the preparation, execution and
delivery of that certain U.S. $275,000,000 Multicurrency Credit Agreement, dated
as of September 29, 1993, as amended and restated as of December 13, 2000 (the
"CREDIT Agreement"), among the Company, the financial institutions party thereto
(the "BANKS"), Citicorp USA, Inc., as administrative agent (the "Agent"),
Citibank International Plc, as Euro-Agent (as defined therein), and Bank One, NA
and Credit Suisse First Boston, as Co-Agents (as defined therein). This opinion
is being delivered pursuant to Section 3.01(f) of the Credit Agreement.
Capitalized terms used herein and not otherwise defined herein shall have the
respective meanings assigned thereto in the Credit Agreement.

          In rendering the opinions set forth herein, we have examined and
relied on originals or copies of the following:

          (i) the Credit Agreement;

          (ii) the A Notes, each dated the date hereof, executed by the Company;

          (iii) a certificate executed by Ken Iverson, Vice President and
Secretary of the Company, dated the date hereof, a copy of which is attached
hereto as Exhibit A (the "OPINION CERTIFICATE"); and


                                  Exhibit F-1
<PAGE>


          (iv) such other documents as we have deemed necessary or appropriate
as a basis for the opinions set forth below.

          The documents identified in clauses (i) and (ii) above shall
hereinafter be referred to herein as the "LOAN DOCUMENTS." "APPLICABLE LAWS"
means those laws, rules and regulations that, in our experience, are normally
applicable to transactions of the type contemplated by the Loan Documents,
without our having made any special investigation as to the applicability of any
specific law, rule or regulation.

          In our examination we have assumed the genuineness of all signatures
including endorsements, the legal capacity of natural persons, the authenticity
of all documents submitted to us as originals, the conformity to original
documents of all documents submitted to us as facsimile, certified or
photostatic copies, and the authenticity of the originals of such copies. As to
any facts material to this opinion (and in the case of public officials, legal
conclusions as well) which we did not independently establish or verify, we have
relied upon statements and representations of each of the Company and its
officers and other representatives and of public officials, including the facts
and conclusions set forth in the Opinion Certificate.

          We express no opinion as to the laws of any jurisdiction other than
(i) the Applicable Laws of the State of New York and (ii) the Applicable Laws of
the United States of America to the extent specifically referred to herein. We
have relied, with your consent, as to matters of the laws of the State of New
York on the opinion of Skadden, Arps, Slate, Meagher & Flom LLP, dated the date
hereof and addressed to us.

          Based upon the foregoing and subject to the limitations,
qualifications, exceptions and assumptions set forth herein, we are of the
opinion that:

          1. Each of the Loan Documents constitutes the valid and binding
obligation of the Company, enforceable against the Company in accordance with
its terms under the laws of the State of New York.

          2. Neither the execution, delivery or performance by the Company of
the Loan Documents, nor the compliance by the Company with the terms and
provisions thereof, will contravene any provision of any Applicable Law of the
State of New York or any Applicable Law of the United States of America.

          Our opinions are subject to the following assumptions and
qualifications:

               (a) enforcement may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or other similar laws affecting
creditors' rights generally and by general principles of equity (regardless of
whether enforcement is sought in equity or at law);

               (b) we express no opinion as to the effect on the opinions
expressed herein of (i) the compliance or non-compliance of any party (other
than the Company to the



                                  Exhibit F-2
<PAGE>


extent expressly set forth herein) to the Loan Documents with any state, federal
or other laws or regulations applicable to any of them or (ii) the legal or
regulatory status or the nature of the business of the Agent, the Euro-Agent,
any Co-Agent, any Bank, the Local Currency Agent or any of the Local Currency
Banks;

               (c) we express no opinion as to the enforceability of any rights
to contribution or indemnification provided for in the Loan Documents that are
violative of the public policy underlying any law, rule or regulation (including
any federal or state securities law, rule or regulation);

               (d) we express no opinion with respect to the enforceability of
the last sentence of Section 9.09(a) of the Credit Agreement to the extent that
it provides that a final judgment against any Borrowing Subsidiary obtained in
an action or proceeding in the United States may be enforced in other
jurisdictions by suit on the judgment;

               (e) we have assumed that each of the Loan Documents constitutes
the valid and binding obligation of each party thereto (other than the Company),
enforceable against each such other party thereto in accordance with its terms;

               (f) we express no opinion as to the applicability or effect
of any fraudulent transfer or similar laws on the Loan Documents or any
transactions contemplated thereby;

               (g) our opinions stated herein are subject to possible judicial
action giving effect to governmental actions by foreign governments or foreign
laws affecting creditors' rights;

               (h) we call to your attention that (i) effective enforcement of a
claim denominated in a foreign currency may be limited by requirements that the
claim (or a judgment in respect of such claim) be converted into United States
dollars at a rate of exchange prevailing on a specified date and (ii) we express
no opinion as to whether a federal or a New York state court would award a
judgment in a currency other than United States dollars;

               (i) we express no opinion herein with respect to either of the
Australian Local Currency Addenda; and

               (j) we express no opinion with respect to any provision of any
Loan Document to the extent it authorizes or permits any purchaser of a
participation interest to set-off or apply any deposit, property or indebtedness
with respect to any participation interest.

          In rendering the foregoing opinions, we have also assumed, with your
consent, that:

               (a) the Company is duly organized, validly existing and in good
standing as a corporation under the laws of the State of Delaware;


                                  Exhibit F-3

<PAGE>


               (b) the Company has the requisite power and authority to execute,
deliver and perform all of its obligations under each of the Loan Documents and
the execution and delivery by the Company of each of the Loan Documents and the
consummation by the Company of the transactions contemplated thereby have been
duly authorized by all requisite action on the part of the Company; each of the
Loan Documents has been duly authorized, executed and delivered by the Company;

               (c) the execution and delivery by the Company of the Loan
Documents, and the performance of each of its obligations thereunder, do not and
will not conflict with, contravene, violate or constitute a default under (i)
the Certificate of Incorporation or By-Laws of the Company, (ii) any rule, law
or regulation to which the Company is subject (other than Applicable Laws of the
State of New York and Applicable Laws of the United States of America as to
which we express our opinion in paragraph 2 herein), (iii) any lease, indenture,
instrument or other agreement to which the Company or its property is subject or
(iv) any judicial or administrative order or decree of any governmental
authority; and

               (d) no authorization, consent or other approval of, notice to or
filing with any court, governmental authority or regulatory body is required to
authorize or is required in connection with the execution, delivery or
performance by the Company of the Loan Documents or the transactions
contemplated thereby.

          We understand that you are separately receiving an opinion with
respect to certain of the foregoing assumptions from Lawrence T. Bell, Senior
Vice President-Law and General Counsel of the Company (the "CORPORATE COUNSEL
OPINION"). Our opinions herein stated are based on the assumptions specified
above, and we express no opinion as to the effect on the opinions herein stated
of the qualifications contained in the Corporate Counsel Opinion.

          This opinion is being furnished only to you in connection with the
Loan Documents and is solely for your benefit and for the benefit of any Person
that shall become a Bank under the Credit Agreement after the date hereof and is
not to be used, circulated, quoted or otherwise referred to for any other
purpose or relied upon by any other Person for any purpose without our prior
written consent.

                                       Very truly yours,




                                  Exhibit F-4
<PAGE>


                                    EXHIBIT G

                               FORM OF OPINION OF

                   SPECIAL COUNSEL FOR A BORROWING SUBSIDIARY

                                     [Date]

To each of the Banks parties to
the Credit Agreement referred to
below, Citicorp USA, Inc., as Agent,
[and] Citibank International Plc,
as Euro-Agent [and ______________,
as Local Currency Agent]*

          Re: ECOLAB INC.

Ladies and Gentlemen:

          We have acted as special counsel for [name of Borrowing Subsidiary], a
[jurisdiction of organization/type of entity] (the "Borrower"), in connection
with the Multicurrency Credit Agreement dated as of September 29, 1993, as
amended and restated as of December 13, 2000 (the "Credit Agreement"), among
Ecolab Inc., the Banks listed on the signature pages thereof, Citibank USA,
Inc., as Agent for the Banks, Citibank International Plc, as Euro-Agent for the
Banks, and Bank One, NA and Credit Suisse First Boston, as Co-Agents [, and the
________________ Local Currency Addendum dated as of ______________, ____ among
the Borrower, the Company, the Agent, the Local Currency Agent named therein and
the Local Currency Banks party thereto (the "Addendum")].* This opinion is
furnished to you pursuant to Section 3.01(f) of the Credit Agreement. Terms
defined in the Credit Agreement are used herein as so defined.

          We have examined originals or copies, certified or otherwise
identified to our satisfaction, of such documents, records of the Borrower,
certificates of public officials, of officers of the Borrower and of the Company
and other instruments, and have conducted such other investigations of fact and
law, as we have deemed necessary or advisable for purposes of this opinion. We
have assumed for purposes of this opinion that the Borrower is a Consolidated
Subsidiary and that the contents of the certificates received from officers of
the Borrower and of the Company are true, accurate and complete.

          Upon the basis of the foregoing we are of the opinion that:

          1. The Borrower is a [type of entity] duly organized, validly existing
     and in good standing under the laws of [jurisdiction of organization], and
     is a Wholly-Owned Consolidated Subsidiary.


                                  Exhibit G-1
<PAGE>

          2. The execution and delivery by the Borrower of its Election to
     Participate[, the Addendum]* and its Notes and the performance by the
     Borrower of the Credit Agreement[, the Addendum]* and its Notes are within
     the Borrower's powers, have been duly authorized by all necessary action,
     and do not contravene any provision of applicable law or regulation or of
     the [describe constituent documents] of the Borrower or, to the best of our
     knowledge after due inquiry, of any material contractual restriction
     binding on or affecting the Borrower or to which any of its property may be
     subject. The Election to Participate[, the Addendum]* and the Borrower's
     Notes have been duly executed and delivered by the Borrower.

          3. No authorization, consent or other approval of, notice to or filing
     with any court, governmental authority or regulatory body of [country or
     jurisdiction of organization] or any political subdivision thereof is
     required to authorize or is required in connection with the execution and
     delivery by the Borrower of its Election to Participate[, the Addendum]* or
     its Notes, or performance by the Borrower of the Credit Agreement[, the
     Addendum]* or its Notes or the transactions contemplated thereby.

          This Opinion is qualified as follows:

          a. Having no knowledge of or access to independent information on the
     financial position of the Borrower, we construe "validly existing and in
     good standing" as the legal existence as a legal entity and the absence of
     public notification of any financial circumstances leading to composition
     for the benefit of creditors or bankruptcy proceedings with respect to the
     Borrower.

          b. We construe "material contractual restriction" only in the context
     of application of [country or jurisdiction of organization] law.

          We are qualified to practice law in the [jurisdiction of organization]
and do not purport to express any opinion herein concerning any law other than
the law of [jurisdiction of organization].



                                  Exhibit G-2
<PAGE>


          This opinion is furnished by us, as special counsel for the Borrower,
to the Agent, the Euro-Agent[, the Local Currency Agent under the Addendum]* and
the several Banks listed on the signature pages of the Credit Agreement solely
for the benefit of the Agent, the Euro-Agent[, such Local Currency Agent]* and
such Banks and their respective successors and assigns and may not be relied
upon by any other person other than Ecolab Inc.'s General Counsel, [special
counsel for the Company], Ecolab Inc.'s outside counsel, and Sidley & Austin,
special counsel for the Agent and the Euro-Agent, each in connection with their
opinions furnished pursuant to Section 3.01(f) and (g) of the Credit Agreement.

                                       Very truly yours,
























-------------------
* To be used if the Borrowing is to be pursuant to a Local Currency Addendum.



                                  Exhibit G-3
<PAGE>



                                    EXHIBIT H

                               FORM OF OPINION OF

                         GENERAL COUNSEL OF THE COMPANY

                  (Initial Borrowing by a Borrowing Subsidiary)

                                     [Date]

To each of the Banks parties
to the Credit Agreement
referred to below, Citicorp USA,
Inc., as Agent, and Citibank
International Plc, as Euro-
Agent

          Re: ECOLAB INC.

Ladies and Gentlemen:

          This opinion is furnished to you pursuant to Section 3.01(f) of the
Multicurrency Credit Agreement dated as of September 29, 1993, as amended and
restated as of December 13, 2000 (the "Credit Agreement"), among Ecolab Inc.
(the "Company"), the banks parties thereto (the "Banks"), Citicorp USA, Inc., as
Agent for the Banks, Citibank International Plc, as Euro-Agent for the Banks,
and Bank One, NA and Credit Suisse First Boston, as Co-Agents[, and the
_______________ Local Currency Addendum dated as of ___________, ___________
among [name of Borrowing Subsidiary] (the "Borrower), the Company, the Agent the
Local Currency Agent named therein and the Local Currency Banks party thereto
(the "Addendum")].* Terms defined in the Credit Agreement are used herein as so
defined.

          As Senior Vice President-Law and General Counsel of the Company, I am
familiar with the corporate history and organization of the Company and its
Subsidiaries and the proceedings relating to the authorization, preparation,
execution and delivery of the Credit Agreement by the Company and the initial
Borrowing thereunder by [name of Borrowing Subsidiary (the "Borrower")].

          In that connection, I have examined:

     (1) The Credit Agreement [and the Addendum].*

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

     (3)  The Borrower's Election to Participate.


                                  Exhibit H-1
<PAGE>



     (4)  The Restated Certificate of Incorporation of the Company and all
          amendments thereto (the "Charter").

     (5)  The By-Laws of the Company and all amendments thereto ( the
          "By-Laws").

     (6)  A certificate of the Secretary of State of Delaware, dated
          ____________, 2000, attesting to the continued corporate existence and
          good standing of the Company in that State.

          In addition, I have examined the originals, or copies certified to my
satisfaction, of such other corporate records of the Company, certificates of
public officials and of officers of the Company, and agreements instruments and
other documents as I have deemed necessary as a basis for the opinions with
respect to the Company expressed below.

          As to questions of fact material to such opinions, I have, when
relevant facts were not independently established by me, relied upon
certificates of the Company or its officers or of public officials. I have
assumed the due execution and delivery, pursuant to due authorization, of the
Credit Agreement [and the Addendum]* by the Banks and the Agent, the Euro-Agent
[and the Local Currency Agent].*

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

     (1)  The Company is a corporation duly organized, validly existing and in
          good standing under the laws of the State of Delaware.

     (2)  The execution, delivery and performance by the Company of the Credit
          Agreement[, the Addendum]* and the Borrower's Election to Participate
          are within the Company's corporate powers, have been duly authorized
          by all necessary corporate action, and will not conflict with,
          contravene, violate or constitute a default under, and, to the best of
          my knowledge, the execution, delivery and performance by the Borrower
          of [the Addendum,]* its Election to Participate and its Notes will not
          conflict with, contravene, violate or constitute a default under, (i)
          the Charter or the By-Laws, (ii) any law, rule or regulation, (iii)
          any material contractual restriction binding on or, to the best of my
          knowledge, affecting the Company or to which any of its property may
          be subject, (iv) to the best of my knowledge, any judicial or
          administrative order or decree of any governmental authority, or (v)
          to the best of my knowledge, any consent, approval, license,
          authorization or validation of, or filing, recording or registration
          with, any governmental authority. The Credit Agreement[, the
          Addendum]* and the Borrower's Election to Participate have been duly
          executed and delivered on behalf of the Company.



                                  Exhibit H-2
<PAGE>

     (3)  No authorization, consent or other approval of, notice to or filing
          with any court, governmental authority or regulatory body is required
          to authorize or is required in connection with the execution, delivery
          or performance by the Company of the Credit Agreement[, the Addendum]*
          or the Borrower's Election to Participate or the transactions
          contemplated thereby.

     (4)  [Each of]* the Credit Agreement [and the Addendum]* is a legal, valid
          and binding obligation of the Company enforceable against the Company
          in accordance with its terms, subject to any applicable bankruptcy,
          insolvency, reorganization, moratorium or similar laws affecting
          creditor's rights generally and to general principles of equity.

     (5)  To the best of my knowledge, there are no pending actions, suits or
          proceedings against the Company or any of its Subsidiaries before any
          court or arbitrator or any governmental body, agency or official in
          which there is (in my best judgment) a reasonable possibility of an
          adverse decision which would affect (i) the business, consolidated
          financial position or consolidated results of operations of the
          Company and its Consolidated Subsidiaries to the extent that there is
          (in my best judgment) a reasonable possibility that such decision
          would prevent the Company from repaying its obligations under the
          Credit Agreement [and the Addendum]* in accordance with the terms
          thereof, or (ii) the legality, validity, binding effect or
          enforceability of the Credit Agreement [and the Addendum].*

     (6)  To the best of my knowledge, the Company and its Subsidiaries are in
          compliance in all material respects with all environmental and
          hazardous waste laws, rules and regulations and neither the Company
          nor any of its Subsidiaries has been cited by any Federal, state or
          local governmental agency or other authority responsible for or having
          jurisdiction over hazardous waste disposal, where the failure to so
          comply or being so cited would (in my best judgment) affect the
          business, consolidated financial position or consolidated results of
          operations of the Company and its Consolidated Subsidiaries to the
          extent that there is a reasonable possibility that such noncompliance
          or being so cited would prevent the Company from repaying its
          obligations under the Credit Agreement [and the Addendum]* in
          accordance with the terms thereof.

     (7)  To the best of my knowledge, there are no pending or threatened
          actions, suits or proceedings against the Company or any of its
          Subsidiaries before any court or arbitrator or other governmental
          agency or authority arising out of or relating to hazardous waste
          disposal or environmental compliance or asserting a claim for damages
          based upon the use or other application of any products of the Company
          or any of its Subsidiaries, in



                                  Exhibit H-3
<PAGE>



          which there is (in my best judgment) a reasonable possibility of an
          adverse decision which would affect the business, consolidated
          financial position or consolidated results of operations of the
          Company and its Consolidated Subsidiaries to the extent that there is
          (in my best judgment) a reasonable possibility that such decision
          would prevent the Company from repaying its obligations under the
          Credit Agreement in accordance with the terms thereof.

          The opinion set forth above is subject to the following
          qualifications:

     (a)  In rendering this opinion, my examination of matters of law has been
          limited to the laws of the State of Minnesota, the General Corporation
          Law of the State of Delaware and United States federal law. In
          addition, for purposes of my opinion in paragraphs (3) and (4) above,
          insofar as the Credit Agreement shall be governed by, and construed in
          accordance with, the laws of the State of New York, I assume that such
          laws conform with the laws of the State of Minnesota.

     (b)  For purposes of my opinion in paragraph (2) above, "material
          contractual restriction" shall mean the restrictions in the contracts
          filed by the Company as exhibits to its reports and registration
          statements filed with the Securities and Exchange Commission, and, if
          not included among such exhibits, restrictions in contracts of the
          Company dealing with borrowed money.

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

          I am aware that [special counsel for the Company] and Sidley & Austin
will rely upon the opinion set forth herein in rendering their respective
opinions furnished pursuant to Section 3.01(f) and (g) of the Credit Agreement.

          Except as set forth in the foregoing paragraph, the opinion contained
herein is for the sole benefit of the Agent, the Euro-Agent, [the Local Currency
Agent,]* the Banks parties to the Credit Agreement and their respective
successors and assigns, and may not be relied upon by any other person.


                                       Very truly yours,

                                       Lawrence T. Bell


-----------------------------
* To be used if the Borrowing is to be pursuant to a Local Currency Addendum.



                                  Exhibit H-4
<PAGE>

                                    EXHIBIT I

                               FORM OF OPINION OF

                         SPECIAL COUNSEL FOR THE COMPANY

                  (Initial Borrowing by a Borrowing Subsidiary)

                                     [Date]

To each of the Banks party
to the Credit Agreement referred to
below, Citicorp USA, Inc., as Agent, and
Citibank International Plc, as Euro-Agent


                  Re:      ECOLAB INC.

Ladies and Gentlemen:

                  We have acted as special counsel to Ecolab Inc., a Delaware
corporation (the "Company"), in connection with the execution and delivery of
that certain Multicurrency Credit Agreement dated as of September 29, 1993, as
amended and restated as of December 13, 2000 (the "Credit Agreement") among the
Company, the financial institutions party thereto (the "Banks"), Citicorp USA,
Inc., as Agent, Citibank International Plc, as Euro-Agent, and Bank One, NA and
Credit Suisse First Boston, as Co-Agents[, and the ___________________ Local
Currency Addendum dated as of ____________, ____ among the Borrower, the
Company, the Agent, the Local Currency Agent named thereunder and the Local
Currency Banks party thereto (the "Addendum")].* This opinion is being delivered
pursuant to Section 3.02(f) of the Credit Agreement. Capitalized terms used
herein and not otherwise defined herein shall have the same meanings herein as
ascribed thereto in the Credit Agreement.

                  In our examination we have assumed the genuineness of all
signatures including endorsements, the legal capacity of natural persons, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as certified or photostatic
copies, and the authenticity of the originals of such copies. As to any facts
material to this opinion which we did not independently establish or verify, we
have relied upon statements and representations of the Company and its officers
and other representatives and of public officials, including the facts set forth
in the Company's Certificate described below.

                  In rendering the opinions set forth herein, we have examined
and relied on originals or copies of the following:


                                   Exhibit I - 1

<PAGE>

                  (i)      the Credit Agreement [and the Addendum];*

                  (ii)     the Notes, each dated the date hereof, executed by
[Borrowing Subsidiary];

                  (iii)    the Election to Participate dated as of the date
hereof executed by the Company and [Borrowing Subsidiary] and delivered to
the Agent;

                  (iv)     the certificate of the Company as to factual matters
executed by ____________, the ________ of the Company, dated the date hereof, a
copy of which is attached hereto as Exhibit A (the "Company's Certificate"); and

                  (v)      such other documents as we have deemed necessary or
appropriate as a basis for the opinions set forth below.

                  The documents identified in clauses (i) through (iii) above
shall hereinafter be referred to herein as the "Loan Documents."

                  Members of our firm are admitted to the bar of the States of
New York. We express no opinion as to the laws of any jurisdiction other than
(i) the laws of the State of New York, and (ii) the federal laws of the United
States of America to the extent specifically referred to herein.

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

                  (a)      enforcement may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or other similar laws now or hereafter in
effect affecting creditors' rights generally and by general principles of equity
(regardless of whether enforcement is sought in equity or at law);

                  (b)      we express no opinion as to the effect on the
opinions expressed herein of (i) the compliance or non-compliance of the
Agent, the Euro-Agent, [the Local Currency Agent,]* the Co-Agents or any of
the Banks with any state, federal or other laws or regulations applicable to
it or (b) the legal or regulatory status or the nature of the business of the
Agent, the Euro-Agent, [the Local Currency Agent,]* the Co-Agents or the
Banks;

                  (c)      we express no opinion as to the enforceability of
any rights to contribution or indemnification provided for in the Loan
Documents which are violative of the public policy underlying any law, rule
or regulation (including any federal or state securities law, rule or
regulation);

                  (d)      our opinion is subject to possible judicial action
giving effect to governmental actions or foreign laws affecting creditors'
rights;

                  (e)      we express no opinion with respect to the
enforceability of the last sentence of Section 9.09(a) of the Credit
Agreement to the extent that it provides that a final


                                   Exhibit I - 2

<PAGE>

judgment against any Borrowing Subsidiary obtained in an action or
proceeding in the United Sates may be enforced in other jurisdictions by suit
on the judgment; and

                  (f)      we have assumed that each of the Loan Documents is
the legal, valid and binding obligation of each party thereto other than the
Company and [Borrowing Subsidiary], enforceable against each such party
thereto in accordance with its terms.

                  Based upon the foregoing and subject to the limitations,
qualifications, exceptions and assumptions set forth herein, we are of the
opinion that:

                  1.       Each of the Loan Documents to which the Company is
a party constitutes the valid and binding obligation of the Company,
enforceable against the Company in accordance with its terms.

                  2.       Each of the Loan Documents to which [Borrowing
Subsidiary]is a party constitutes the valid and binding obligation of
[Borrowing Subsidiary], enforceable against [Borrowing Subsidiary] in
accordance with its terms.

                  3.       Neither the execution, delivery or performance by
the Company or [Borrowing Subsidiary] of the Loan Documents to which it is a
party nor the compliance by the Company or [Borrowing Subsidiary] with the
terms and provisions thereof will contravene any provision of any Applicable
Law. For purposes of this paragraph 3, "Applicable Law" shall mean those
laws, rules and regulations of the State of New York and the United States of
America which, in our experience, are normally applicable to transactions of
the type contemplated by the Loan Documents.

                  In rendering the foregoing opinions, we have assumed with
your consent, that:

                  (i)      the Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware.

                  (ii)     the Company has the corporate power and corporate
authority to execute, deliver and perform all of its obligations under each of
the Loan Documents to which it is a party. The execution, delivery and
performance by the Company of each of the Loan Documents to which it is a party
have been duly authorized by all requisite corporate action on the part of the
Company. Each of the Loan Documents to which the Company is a party has been
duly executed and delivered by the Company.

                  (iii)    the execution and delivery by the Company and
[Borrowing Subsidiary] of, and the performance of the obligations of the
Company and [Borrowing Subsidiary] under, the Loan Documents does not and
will not conflict with, contravene, violate or constitute a default under (a)
any indenture, mortgage, deed of trust or other instrument or agreement to
which the Company is a party or by which the Company may be or become bound
or to which any of the property or assets of the Company may be subject, (b)
any rule, law or regulation to which the Company is subject (provided that we
make no such assumption with respect to Applicable Laws as to which we opine
in paragraph 3 above), (c) the Certificate of Incorporation or By-Laws of

                                   Exhibit I - 3

<PAGE>

the Company, (d) any judicial or administrative order or decree of any
governmental authority or (e) any consent, approval, license, authorization
or validation of, or filing, recording or registration with any governmental
authority; and

                  (iv)     no authorization, consent or other approval of,
notice to or filing with any court, governmental authority or regulatory body
is required to authorize or is required in connection with the execution,
delivery or performance by the Company of any Loan Document to which it is a
party or the transactions contemplated thereby.

                  We understand that you are separately receiving an opinion
with respect to certain of the foregoing from Lawrence T. Bell, Senior Vice
President-Law and General Counsel of the Company (the "Corporate Counsel
Opinion"). Our opinions herein stated are based on the assumptions specified
above, and we express no opinion as to the effect on the opinions herein stated
of the qualifications contained in the Corporate Counsel Opinion.

                  In rendering the foregoing opinions, we have also assumed
with your consent, that:

                  (i)      [Borrowing Subsidiary] is duly organized, validly
existing and in good standing under the laws of [jurisdiction of organization];

                  (ii)     [Borrowing Subsidiary] has the power and authority
to execute, deliver and perform all of its obligations under each of the Loan
Documents to which it is a party;

                  (iii)    the execution, delivery and performance by
[Borrowing Subsidiary] of each of the Loan Documents to which it is a party
have been duly authorized by all requisite action on the part of
[Borrowing Subsidiary];

                  (iv)     each of the Loan Documents to which [Borrowing
Subsidiary] is a party has been duly executed and delivered by
[Borrowing Subsidiary];

                  (v)      the execution and delivery by [Borrowing Subsidiary]
of each of the Loan Documents to which it is a party and the performance by
[Borrowing Subsidiary] of its obligations thereunder, each in accordance with
its terms, do not conflict with the constating documents of
[Borrowing Subsidiary];

                  (vi)     the execution, delivery and performance of any of
[Borrowing Subsidiary]'s obligations under the Loan Documents does not and will
not conflict with, contravene, violate or constitute a default under (a) any
indenture, mortgage, deed of trust or other instrument or agreement to which
[Borrowing Subsidiary] is a party or by which [Borrowing Subsidiary] may be or
become bound or to which any of the property or assets of [Borrowing Subsidiary]
may be subject or (b) any rule, law or regulation (provided that we make no such
assumption with respect to Applicable Laws as to which we opine in paragraph 3
above); and

                                   Exhibit I - 4

<PAGE>

                  (vii)    no authorization, consent or other approval of,
notice to or filing with any court, governmental authority or regulatory body
is required to authorize or is required in connection with the execution,
delivery or performance by [Borrowing Subsidiary] of any Loan Document to
which it is a party or the transactions contemplated thereby.

                  We understand that you are separately receiving an opinion
with respect to certain of the foregoing from ___________________, special
________ counsel for [Borrowing Subsidiary] (the "(_______ Counsel Opinion").
Our opinions herein stated are based on the assumptions specified above, and we
express no opinion as to the effect on the opinions herein stated of the
qualifications contained in the _______ Counsel Opinion.

                  This opinion is being furnished only to you in connection with
the execution and delivery of the Loan Documents and is solely for your benefit
and for the benefit of any Person that shall become a Bank under the Credit
Agreement after the date hereof and is not to be used, circulated, quoted,
relied upon or otherwise referred to by any other Person or for any other
purpose without our prior written consent.

                                       Very truly yours,










_______________________
* To be used if the Borrowing is to be pursuant to a Local Currency Addendum.



                                   Exhibit I - 5

<PAGE>

                                     EXHIBIT J

                                FORM OF OPINION OF

                           SPECIAL COUNSEL FOR THE AGENT

                                AND THE EURO-AGENT

                                      [Date]

To each of the Banks parties to
the Credit Agreement referred to
below, Citicorp USA, Inc., as Agent,
and Citibank International Plc,
as Euro-Agent

                  Re:      ECOLAB INC.

Ladies and Gentlemen:

                  We have acted as special counsel for Citicorp USA, Inc., as
agent (the "Agent"), and Citibank International Plc, as agent (the
"Euro-Agent"), in connection with the execution and delivery of the
Multicurrency Credit Agreement dated as of September 29, 1993, as amended and
restated as of January 1, 1995, as further amended and restated as of October
17, 1997, and as further amended and restated as of December 13, 2000 (the
"Credit Agreement"), among Ecolab Inc. (the "Company"), the Banks listed on the
signature pages thereof, Citicorp USA, Inc., as Agent for the Banks, Citibank
International Plc, as Euro-Agent for the Banks, and Bank One, NA and Credit
Suisse First Boston, as Co-Agents[, and the _______________ Local Currency
Addendum dated as of ____________, ____ among [name of Borrowing Subsidiary]
(the "Borrower"), the Company, the Agent, the Local Currency Agent named therein
and the Local Currency Banks party thereto (the "Addendum")]***. This opinion is
furnished to you pursuant to Section 3.01(g) of the Credit Agreement. Terms
defined in the Credit Agreement are used herein as so defined.

                  In connection herewith we have examined the following
documents: (1) the Credit Agreement [, the Addendum]***[and the Election to
Participate of [name of Borrowing Subsidiary] (the "Borrower")],* and (2) the
documents furnished by the Company [and the Borrower]* pursuant to Section 3.01
of the Credit Agreement and listed on Schedule I hereto, including, without
limitation, the opinion of Lawrence T. Bell, Senior Vice President-Law and
General Counsel of the Company[, and the opinion of ____________, special
counsel for the Borrower]*.

                  In our examination of the documents referred to above, we have
assumed (i) the authenticity of all such documents submitted to us as originals,
the conformity to authentic originals of all such documents submitted to us as
copies, the genuineness of all signatures and the due authority of the parties
executing such documents; (ii) that each of the Banks, the Agent,

                                   Exhibit J - 1

<PAGE>

the Euro-Agent and the Co-Agents has duly executed and delivered the Credit
Agreement with all necessary power and authority (corporate and otherwise);
(iii) that the Company has duly executed and delivered the Credit Agreement
[,the Addendum]*** and [its Notes]** [the Borrower's Election to Participate,
and the Borrower has duly executed and delivered its Election to Participate
[, the Addendum]*** and its Notes, in each case]* with all necessary power and
authority (corporate and otherwise); and (iv) that the Credit Agreement is the
legal, valid and binding obligation of each party thereto other than the
Company, enforceable against each such party thereto in accordance with its
terms. To the extent that our opinion expressed below involves conclusions as
to the matters set forth in paragraphs 1, 2 and 3 of the above-mentioned
opinion of Lawrence T. Bell [and in the above-mentioned opinion
of _______________,]* we have assumed without independent investigation the
correctness of the opinions set forth therein, our opinion being subject to
the assumptions, qualifications and limitations set forth in such opinion[s]
with respect thereto.

                  Based upon the foregoing and upon such other investigation as
we have deemed necessary, we are of the opinion that (i) the Credit Agreement
[and the Company's Notes]** [is a] [are] legal, valid and binding obligation[s]
of the Company, enforceable against the Company in accordance with [its] [their
respective] terms, [and the [Addendum, the]*** Borrower's Election to
Participate and its Notes are legal, valid and binding obligations of the
Borrower, enforceable against the Borrower in accordance with their respective
terms,]* and (ii) the documents listed on Schedule I are substantially
responsive to the requirements of Section 3.01 of the Credit Agreement.

                  Our opinion above is subject to the following qualifications
and limitations:

                  (a)      Our opinion is subject to the effect of applicable
bankruptcy, insolvency, reorganization, moratorium and other similar laws
affecting creditors' rights generally and to the effect of general equitable
principles, including (without limitation) concepts of materiality,
reasonableness, good faith and fair dealing (whether considered in a proceeding
in equity or at law) and the availability of the remedy of specific performance.

                  (b)      We express no opinion as to the effect on the opinion
expressed herein of (i) the compliance or noncompliance by the Agent, the
Euro-Agent, [the Local Currency Agent,]*** the Co-Agents or any of the Banks
with any state, federal or other laws or regulations applicable to it or (b) the
legal or regulatory status or the nature of the business of the Agent, the
Euro-Agent, [the Local Currency Agent,]*** the Co-Agents or the Banks.

                  (c)      We express no opinion as to the enforceability of
any rights to contribution or indemnification provided for in the Credit
Agreement [or the Addendum]*** which are violative of the public policy
underlying any law, rule or regulation (including any federal or state
securities law, rule or regulation).

                  (d)      Our opinion is limited to the laws of the State of
New York, and we do not express any opinion herein concerning any other law.

                                   Exhibit J - 2

<PAGE>

                  (e)      This opinion speaks as of the date hereof, and we
assume no obligation to supplement the foregoing opinion if any applicable
laws change after the date hereof or if we become aware of any facts which
might change such opinion after the date hereof.

                  [(f) Our opinion is subject to possible judicial action giving
effect to governmental actions or foreign laws affecting creditors' rights.

                  (g) We express no opinion with respect to the enforceability
of the last sentence of Section 9.09(a) of the Credit Agreement to the extent
that it provides that a final judgment against any Borrowing Subsidiary obtained
in an action or proceeding in the United States may be enforced in other
jurisdictions by suit on the judgment.]*

                  This opinion is furnished by us, as special counsel for the
Agent and the Euro-Agent, to the Agent, the Euro-Agent and the several Banks
listed on the signature pages of the Credit Agreement solely for the benefit of
the Agent, the Euro-Agent and such Banks and their respective successors and
assigns and may not be used, quoted or relied upon by any other person.

                                       Very truly yours,




--------------------
 *  To be used in connection with the initial Borrowing by a Borrowing
    Subsidiary.

**  To be used in connection with the initial Borrowing by the Company.

*** To be used if the Initial Borrowing by a Borrowing Subsidiary is pursuant
    to a Local Currency Addendum.

                                   Exhibit J - 3

<PAGE>

                                    SCHEDULE I

                                Documents Furnished

                            Pursuant to Section 3.01

                             OF THE CREDIT AGREEMENT





                                    Schedule I - 1

<PAGE>

                                    EXHIBIT K

                                       to

                                     FORM OF

                             LOCAL CURRENCY ADDENDUM

                          [NAME OF SUBSIDIARY BORROWER]

                             LOCAL CURRENCY ADDENDUM

         [SPECIFY CURRENCY] ADDENDUM dated as of [    ], to the Credit Agreement
(as defined below).


                                    ARTICLE I


                                   DEFINITIONS

                  SECTION 1.01. DEFINED TERMS. As used in this Addendum, the
following terms shall have the meanings specified below:

                  "BASE RATE" means [identify any base rate customarily used in
connection with floating rate loans in the applicable currency].

                  "BORROWING SUBSIDIARY" means [insert name of Borrowing
Subsidiary].

                  "[Insert Definition of Rate Used for Fixed Rate Loans, if any,
other than Eurocurrency Loans] shall mean [___________________________________].

                  "[Insert applicable definitions for reserve adjustments to
Fixed Rate Loans] shall mean [____________________].

                  "CREDIT AGREEMENT" means the Credit Agreement dated as of
September 29, 1993, as amended and restated as of December 13, 2000, among
Ecolab Inc., the Borrowing Subsidiaries from time to time party thereto, the
financial institutions from time to time party thereto as Banks, Citicorp USA,
Inc., as Administrative Agent, Citibank International PLC, as Euro-Agent and
Bank One, NA and Credit Suisse First Boston, as Co-Agents, and as the same may
be amended, waived, modified or restated from time to time.

                  "ELIGIBLE LOCAL CURRENCY BANK" means any Local Currency Bank
meeting the eligibility criteria set forth in SCHEDULE III.

                                   Exhibit K - 1

<PAGE>

                  "LOCAL CURRENCY ADVANCE" means any Advance, denominated in
[specify currency], made to [the Borrowing Subsidiary or the Company], a
[corporation organized under the laws of _____________], pursuant to SECTIONS
2.2A AND 2.2B of the Credit Agreement and this Addendum. A Local Currency
Advance shall bear interest at one of the rates specified in SCHEDULE II.

                  "LOCAL CURRENCY BANK" means each Bank listed on the signature
pages of this Addendum or which becomes a party hereto pursuant to an Assignment
and Acceptance.

                  SECTION 1.02. TERMS GENERALLY. Unless otherwise defined
herein, terms defined in the Credit Agreement shall have the same meanings in
this Addendum. Wherever 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". All references herein to Sections and Schedules shall be deemed
references to Sections of and Schedules to this Addendum unless the context
shall otherwise require.


                                   ARTICLE II


                                   THE CREDITS

                  SECTION 2.01. LOCAL CURRENCY ADVANCES. (a) This Addendum (as
the same may be amended, waived, modified or restated from time to time) is a
"Local Currency Addendum" as defined in the Credit Agreement and is, together
with the borrowings made hereunder, subject in all respects to the terms and
provisions of the Credit Agreement except to the extent that the terms and
provisions of the Credit Agreement are modified by or are inconsistent with this
Addendum, in which case this Addendum shall control. The Local Currency Banks
party to this Addendum are set forth on SCHEDULE I.

                  (b) Any modifications to the interest payment dates, Interest
Periods, interest rates and any other special provisions applicable to Local
Currency Advances under this Addendum are set forth on SCHEDULE II. If SCHEDULE
II states "None" with respect to any item listed thereon, then the corresponding
provisions of the Credit Agreement, without modification, shall govern this
Addendum and the Local Currency Advances made pursuant to this Addendum.

                  (c) Any special borrowing procedures or funding arrangements
for Local Currency Advances under this Addendum, any provisions for the issuance
of promissory notes to evidence the Local Currency Advances made hereunder and
any additional information requirements applicable to Local Currency Advances
under this Addendum are set forth on SCHEDULE III. If no such special
procedures, funding arrangements, provisions or additional requirements are set
forth on SCHEDULE III, then the corresponding procedures, funding arrangements,
provisions and information requirements set forth in the Credit Agreement shall
govern this Addendum.

                                   Exhibit K - 2

<PAGE>

                  SECTION 2.02. MAXIMUM BORROWING AMOUNTS. (a) The Local
Currency Commitment for each Local Currency Bank party to this Addendum is
set forth on SCHEDULE I. The Local Currency Facility Aggregate Commitment is
set forth on SCHEDULE I.

                  (b) Upon at least ten (10) Business Days prior irrevocable
written notice to the Agent, the Company may from time to time permanently
reduce the Local Currency Commitments under this Addendum in whole, or in part
ratably among the Local Currency Banks, in an aggregate minimum and integral
amounts of [$1,000,000]; PROVIDED, HOWEVER, that the amount of the Local
Currency Commitments may not be reduced below the aggregate principal amount of
the outstanding Local Currency Advances with respect thereto. Any reduction in
the Local Currency Commitments shall be an automatic reduction of the Local
Currency Facility Aggregate Commitment. Any such reduction shall be allocated
pro rata among all the Local Currency Banks party to this Addendum by reference
to their Local Currency Commitments.


                                   ARTICLE III


                         REPRESENTATIONS AND WARRANTIES

                  Each Borrower party hereto makes and confirms each
representation and warranty applicable to each Borrower or any of its
Subsidiaries contained in ARTICLE IV of the Credit Agreement. Each Borrower
party hereto represents and warrants to each of the Local Currency Banks party
to this Addendum that no Default or Events of Default has occurred and is
continuing, and no Default or Events of Default shall arise as a result of the
making of Local Currency Advances hereunder or any other transaction
contemplated hereby.


                                   ARTICLE IV


                            MISCELLANEOUS PROVISIONS

                  SECTION 4.01. AMENDMENT; TERMINATION. (a) This Addendum
(including the Schedules hereto) may not be amended without the prior written
consent of the Local Currency Agent and the Majority Local Currency Banks
hereunder, but subject to the provisions of SECTION 9.01 of the Credit
Agreement; PROVIDED, HOWEVER, that this SECTION 4.01(a) shall not restrict
assignments pursuant to SECTION 4.02.

                  (b) This Addendum may not be terminated without the prior
written consent of each Local Currency Bank party hereto and each Borrower party
hereto unless there are no Local Currency Advances outstanding hereunder, in
which case no such consent of any Local Currency Bank shall be required;
PROVIDED, HOWEVER, that this Addendum shall terminate on the date that the
Credit Agreement terminates in accordance with its terms.

                                   Exhibit K - 3

<PAGE>

                  SECTION 4.02. ASSIGNMENTS. SECTION 9.08 of the Credit
Agreement shall apply to assignments by Local Currency Banks of obligations,
Commitments and Advances hereunder; PROVIDED, HOWEVER, that an Local Currency
Bank may not assign any obligations, Commitments or rights hereunder to any
Person who is not (and does not simultaneously become) a Bank under the Credit
Agreement.

                  SECTION 4.03. 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 Borrowing Subsidiary under this Addendum, at
         [    ], Attention [     ] (Telecopy No. [         ]) with a copy to
         the Company at its address and telecopy number referenced in
         SECTION 9.02 of the Credit Agreement;

                  (b) if to the Company, at its address and telecopy number
         referenced in SECTION 9.02 of the Credit Agreement;

                  (c) if to the Local Currency Agent, at [      ],
         Attention: [            ] (Telecopy No.: [        ]) with a copy to
         the Agent at its address and telecopy number referenced in
         SECTION 9.02 of the Credit Agreement; and

                  (d) if to a Local Currency Bank, at its address and telecopy
         number set forth in SCHEDULE I or in the Assignment and Acceptance
         pursuant to which such Local Currency Bank became 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 if delivered by hand or overnight courier service or sent by
telecopy to such party as provided in this Section or in accordance with the
latest unrevoked direction from such party given in accordance with this
Section.

                  SECTION 4.04. RATIFICATION OF GUARANTY. By its execution of
this Addendum, the Company ratifies and confirms its guaranty contained in
ARTICLE VIII of the Credit Agreement with respect to the Local Currency Advances
made pursuant to this Addendum which Guaranty remains in full force and effect

                  SECTION 4.05. SHARING OF PAYMENTS, ETC. If any Local Currency
Bank shall obtain any payment (whether voluntary, involuntary, through the
exercise of any right of set-off, or otherwise) on account of the Local Currency
Advances made by it (other than pursuant to SECTION 2.08, 2.12 or 2.17 of the
Credit Agreement) in excess of its ratable share of payments on account of the
Local Currency Advances obtained by all the Local Currency Banks, such Local
Currency Bank shall forthwith purchase from the other Local Currency Banks such
participations in the Local Currency Advances made by them as shall be necessary
to cause such purchasing Local Currency Bank to share the excess payment ratably
with each of them, PROVIDED, HOWEVER, that if all or any portion of such excess
payment is thereafter recovered from such purchasing Local Currency Bank, such
purchase from each Local Currency Bank shall be rescinded and

                                   Exhibit K - 4

<PAGE>

such Local Currency Bank shall repay to the purchasing Local Currency Bank
the purchase price to the extent of such recovery together with an amount
equal to such Local Currency Bank's ratable share (according to the
proportion of (i) the amount of such Local Currency Bank's required repayment
to (ii) the total amount so recovered from the purchasing Local Currency
Bank) of any interest or other amount paid or payable by the purchasing Local
Currency Bank in respect of the total amount so recovered. Each Borrower
agrees that any Local Currency Bank so purchasing a participation from
another Local Currency Bank pursuant to this SECTION 4.05 may, to the fullest
extent permitted by law, exercise all its rights of payment (including the
right of set-off) with respect to such participation as fully as if such
Local Currency Bank were the direct creditor of such Borrower in the amount
of such participation.

                  SECTION 4.06. APPLICABLE LAW. THIS ADDENDUM SHALL BE
GOVERNED BY AND INTERPRETED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.

                  SECTION 4.07. ELIGIBLE LOCAL CURRENCY BANKS. Each Local
Currency Bank confirms that on the date of this Addendum it is an Eligible Local
Currency Bank, and agrees that it will promptly notify the Local Currency Agent,
the Agent and the Company if at any time in the future it determines that it has
ceased to be an Eligible Local Currency Bank.

                                    ARTICLE V


                            THE LOCAL CURRENCY AGENT

         SECTION 5.01 APPOINTMENT; NATURE OF RELATIONSHIP. [Name of Local
Currency Agent] is appointed by the Local Currency Banks as the Local Currency
Agent hereunder, and each of the Local Currency Banks irrevocably authorizes the
Local Currency Agent to act as the contractual representative of such Local
Currency Bank with the rights and duties expressly set forth herein and in the
Credit Agreement applicable to the Local Currency Agent. The Local Currency
Agent agrees to act as such contractual representative upon the express
conditions contained in this ARTICLE V. Notwithstanding the use of the defined
term "Local Currency Agent," it is expressly understood and agreed that the
Local Currency Agent shall not have any fiduciary responsibilities to any Local
Currency Bank or other Bank by reason of this Addendum and that the Local
Currency Agent is merely acting as the representative of the Local Currency
Banks with only those duties as are expressly set forth in this Addendum and the
Credit Agreement. In its capacity as the Local Currency Banks' contractual
representative, the Local Currency Agent (i) does not assume any fiduciary
duties to any of the Banks, (ii) is a "representative" of the Local Currency
Banks within the meaning of Section 9-105 of the Uniform Commercial Code and
(iii) is acting as an independent contractor, the rights and duties of which are
limited to those expressly set forth in this Addendum and the Credit Agreement.
Each of the Banks agrees to assert no claim against the Local Currency Agent on
any agency theory or any other theory of liability for breach of fiduciary duty,
all of which claims each Bank waives.

                                   Exhibit K - 5

<PAGE>

         SECTION 5.02 POWERS. The Local Currency Agent shall have and may
exercise such powers under this Addendum and the Credit Agreement as are
specifically delegated to the Local Currency Agent by the terms of each thereof,
together with such powers as are reasonably incidental thereto. The Local
Currency Agent shall have no implied duties or fiduciary duties to the Banks, or
any obligation to the Banks to take any action hereunder or under the Credit
Agreement except any action specifically provided by this Addendum or the Credit
Agreement required to be taken by the Local Currency Agent.

         SECTION 5.03 GENERAL IMMUNITY. Neither the Local Currency Agent nor any
of its respective directors, officers, agents or employees shall be liable to
any of the Borrowers or any Bank for any action taken or omitted to be taken by
it or them hereunder or under the Credit Agreement or in connection herewith or
therewith except to the extent such action or inaction is found in a final
non-appealable judgment by a court of competent jurisdiction to have arisen
solely from the gross negligence or willful misconduct of such Person.

         SECTION 5.04 NO RESPONSIBILITY FOR ADVANCES, CREDITWORTHINESS,
COLLATERAL, RECITALS, ETC. Neither the Local Currency Agent nor any of its
respective directors, officers, agents or employees shall be responsible for or
have any duty to ascertain, inquire into, or verify (i) any statement, warranty
or representation made in connection with this Addendum or any borrowing
hereunder; (ii) the performance or observance of any of the covenants or
agreements of any obligor under this Addendum; (iii) the satisfaction of any
condition specified in ARTICLE IV to the Credit Agreement; (iv) the existence or
possible existence of any Default or Event of Default or (v) the validity,
effectiveness or genuineness of the Credit Agreement, this Addendum, or any
other instrument or writing furnished in connection therewith. The Local
Currency Agent shall not be responsible to any Bank for any recitals,
statements, representations or warranties herein or in the Credit Agreement, for
the perfection or priority of any of the Liens on any of the Collateral, or for
the execution, effectiveness, genuineness, validity, legality, enforceability,
collectibility, or sufficiency of this Addendum or the transactions contemplated
hereby or thereby, or for the financial condition of the Company or any of its
Subsidiaries.

         SECTION 5.05 ACTION ON INSTRUCTIONS OF LOCAL CURRENCY BANKS. The Local
Currency Agent shall in all cases be fully protected in acting, or in refraining
from acting, hereunder and under the Credit Agreement in accordance with written
instructions signed by Local Currency Banks with not less than 51% of the Local
Currency Commitments (except with respect to actions that require the consent of
all of the Banks or all of the Local Currency Banks as provided in SECTION 9.01
of the Credit Agreement), and such instructions and any action taken or failure
to act pursuant thereto shall be binding on all of the Local Currency Banks. The
Local Currency Agent shall be fully justified in failing or refusing to take any
action hereunder and under the Credit Agreement unless it shall first be
indemnified to its satisfaction by the Banks pro rata against any and all
liability, cost and expense that it may incur by reason of taking or continuing
to take any such action.

         SECTION 5.06 EMPLOYMENT OF AGENTS AND COUNSEL. The Local Currency Agent
may execute any of its duties hereunder and under the Credit Agreement by or
through employees, agents, and attorneys-in-fact, and shall not be answerable to
the Banks, except as to money or

                                   Exhibit K - 6

<PAGE>

securities received by it or its authorized agents, for the default or
misconduct of any such agents or attorneys-in-fact selected by it with
reasonable care. The Local Currency Agent shall be entitled to advice of
counsel concerning the contractual arrangement among the Local Currency Agent
and the Banks, as the case may be, and all matters pertaining to its duties
hereunder and under the Credit Agreement.

         SECTION 5.07 RELIANCE ON DOCUMENTS; COUNSEL. The Local Currency Agent
shall be entitled to rely upon any Note, notice, consent, certificate,
affidavit, letter, telegram, statement, paper or document believed by it to be
genuine and correct and to have been signed or sent by the proper person or
persons, and, in respect to legal matters, upon the opinion of counsel selected
by the Local Currency Agent, which counsel may be employees of the Local
Currency Agent.

         SECTION 5.08 THE LOCAL CURRENCY AGENT'S REIMBURSEMENT AND
INDEMNIFICATION. The Local Currency Banks agree to reimburse and indemnify the
Local Currency Agent ratably in proportion to their respective Local Currency
Commitments (i) for any amounts not reimbursed by the Borrowers for which the
Local Currency Agent is entitled to reimbursement or indemnification by the
Borrowers under the Credit Agreement, (ii) for any other expenses incurred by
the Local Currency Agent on behalf of the Local Currency Banks, in connection
with the preparation, execution, delivery, administration and enforcement of the
Addendum including as a result of a dispute among the Local Currency Banks or
between any Local Currency Bank and the Agent or the Local Currency Agent, and
(iii) for any liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind and nature
whatsoever which may be imposed on, incurred by or asserted against the Local
Currency Agent in any way relating to or arising out of the Addendum, the Credit
Agreement or any other document delivered in connection therewith or the
transactions contemplated hereby or thereby, or the enforcement of any of the
terms thereof or of any such other documents, including as a result of a dispute
among the Banks or between any Bank and the Agent or the Local Currency Agent,
provided that no Bank shall be liable for any of the foregoing to the extent any
of the foregoing is found in a final non-appealable judgment by a court of
competent jurisdiction to have arisen solely from the gross negligence or
willful misconduct of the Local Currency Agent.

         SECTION 5.09 RIGHTS AS A BANK. With respect to its Commitment, Local
Currency Commitment, Advances made by it, and any Notes issued to it in its
individual capacity, the Local Currency Agent shall have the same rights and
powers hereunder and under the Credit Agreement as any Bank and may exercise the
same as through it were not the Local Currency Agent, and the term "Bank" or
"Banks" or "Local Currency Bank" or "Local Currency Banks", as applicable,
shall, unless the context otherwise indicates, include the Local Currency Agent
in its individual capacity. The Local Currency Agent may accept deposits from,
lend money to, and generally engage in any kind of trust, debt, equity or other
transaction, in addition to those contemplated by this Addendum or the Credit
Agreement, with the Company or any of its Subsidiaries in which such Person is
not prohibited hereby from engaging with any other Person.

         SECTION 5.10 BANK CREDIT DECISION. Each Local Currency Bank
acknowledges that it has, independently and without reliance upon the Local
Currency Agent or any other Local

                                   Exhibit K - 7

<PAGE>

Currency Bank and based on the financial statements prepared by the Company
and the Borrowers and such other documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this
Addendum and the Credit Agreement. Each Local Currency Bank also acknowledges
that it will, independently and without reliance upon the Local Currency
Agent or any other Bank and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit decisions
in taking or not taking action under this Addendum and the Credit Agreement.

         SECTION 5.11 SUCCESSOR LOCAL CURRENCY AGENT. The Local Currency Agent
may resign at any time by giving written notice thereof to the Agent, the Local
Currency Banks and the Company. Upon any such resignation, the Majority Local
Currency Banks, with the consent of the Agent, shall have the right to appoint,
on behalf of the Borrowers and the Banks, a successor Local Currency Agent. If
no successor Local Currency Agent shall have been so appointed by the Majority
Local Currency Banks and shall have accepted such appointment within thirty days
after the retiring Local Currency Agent's giving notice of resignation, then the
retiring Local Currency Agent may appoint, on behalf of the Borrowers and the
Banks, a successor Local Currency Agent. Notwithstanding anything herein to the
contrary, so long as no Default or Event of Default has occurred and is
continuing, each such successor Local Currency Agent shall be subject to
approval by the Company, which approval shall not be unreasonably withheld. Such
successor Local Currency Agent shall be a commercial bank having capital and
retained earnings of at least $250,000,000. Upon the acceptance of any
appointment as the Local Currency Agent hereunder by a successor Local Currency
Agent, such successor Local Currency Agent shall thereupon succeed to and become
vested with all the rights, powers, privileges and duties of the retiring Local
Currency Agent, and the retiring Local Currency Agent shall be discharged from
its duties and obligations hereunder and under the Credit Agreement. After any
retiring Local Currency Agent's resignation hereunder as Local Currency Agent,
the provisions of this ARTICLE V shall continue in effect for its benefit in
respect of any actions taken or omitted to be taken by it while it was acting as
the Local Currency Agent hereunder and under the Credit Agreement.

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

                                       ECOLAB INC.

                                       By:
                                           -----------------------------------
                                           Name:
                                           Title:


                                       [INSERT NAME OF ENTITY TO BE THE
                                       SUBSIDIARY BORROWER UNDER THIS
                                       ADDENDUM], as the applicable Borrowing
                                       Subsidiary

                                   Exhibit K - 8

<PAGE>

                                       By:
                                           -----------------------------------
                                           Name:
                                           Title:


                                       CITICORP USA, INC., as the Agent,
                                       [the Local Currency Agent,] [a Local
                                       Currency Bank]


                                       By:
                                           -----------------------------------
                                           Name:
                                           Title:

                                       Notice Address:
                                       ---------------------------------------

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

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

                                       ---------------------------------------
                                       Attention:
                                                  ----------------------------
                                       Telephone No.:
                                                      ------------------------
                                       Facsimile No.:
                                                      ------------------------


                                       Payment Address:


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

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

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

                                       ---------------------------------------
                                       Attention:
                                                  ----------------------------
                                       Telephone No.:
                                                      ------------------------
                                       Facsimile No.:
                                                      ------------------------


                                       [OTHER LOCAL CURRENCY BANK NAMES], as a
                                       Local Currency Bank

                                       By:
                                           -----------------------------------
                                            Name:
                                            Title:

                                       Notice Address:

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

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

                                   Exhibit K - 9

<PAGE>

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

                                       ---------------------------------------
                                       Attention:
                                                  ----------------------------
                                       Telephone No.:
                                                      ------------------------
                                       Facsimile No.:
                                                      ------------------------



                                       Payment Address:


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

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

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

                                       ---------------------------------------
                                       Attention:
                                                  ----------------------------
                                       Telephone No.:
                                                      ------------------------
                                       Facsimile No.:
                                                      ------------------------


                                 Exhibit K - 10
<PAGE>

                                                                      SCHEDULE I
                                                      to Local Currency Addendum


                              Local Currency Banks

                           Local Currency Commitments

               Local Currency Facility        Aggregate Commitment

                           Applicable Lending Offices

<TABLE>
<CAPTION>

     ------------------------------------------------------------------------------------------------
                       Local Currency Bank Name                       Local Currency Commitment
     ------------------------------------------------------------------------------------------------
     <S>                                                              <C>
                                                                             $__________
     ------------------------------------------------------------------------------------------------
                                                                             $__________
     ------------------------------------------------------------------------------------------------
                                                                             $__________
     ------------------------------------------------------------------------------------------------
                                                                             $__________
     ------------------------------------------------------------------------------------------------

     ------------------------------------------------------------------------------------------------
     Local Currency Facility                                                 $__________
     Aggregate Commitment
     ------------------------------------------------------------------------------------------------

                                                                       Applicable Local
                                                                       Currency Lending
Local Currency Bank Name                                                  Office
------------------------                                                  ------
</TABLE>


                                 Schedule I - 1

<PAGE>


                                                                     SCHEDULE II
                                                      to Local Currency Addendum


                                  MODIFICATIONS

1.   BUSINESS DAY DEFINITION:

          ["BUSINESS DAY" shall mean a day (other than a Saturday or Sunday) on
     which banks are open for business in [_____________].]

2.   INTEREST PAYMENT DATES: [Interest shall be paid (a) monthly in arrears on
     the tenth day of each month for Local Currency Advances which are Floating
     Rate Advances; and (b) at the end of each Interest Period for Local
     Currency Advances that are Fixed Rate Advances; PROVIDED, HOWEVER, for each
     Interest Period longer than three months, interest shall also be payable on
     the last day of each three-month interval during such Interest Period.]

3.   INTEREST PERIODS: [None.]

4.   INTEREST RATES:

          [(a) FIXED RATE LOCAL CURRENCY ADVANCES (OTHER THAN EUROCURRENCY
     ADVANCES) DENOMINATED IN [INSERT CURRENCY]: Each Local Currency Advance
     denominated in [Insert Currency] and for which an Interest Period has been
     selected in accordance with the terms of Article II of the Credit Agreement
     and this Addendum shall bear interest from and including the first day of
     the Interest Period applicable thereto to (but not including) the last day
     of such Interest Period at a rate per annum equal to the sum of (i) the
     [Insert Defined Term for Fixed Rate Interest] for such Local Currency
     Advance for such Interest Period PLUS (ii) the Applicable Margin as in
     effect from time to time during such Interest Period [insert any
     adjustments for reserve requirements]; PROVIDED, HOWEVER, that any amount
     of principal which is not paid when due (whether at stated maturity, by
     acceleration or otherwise) shall bear interest, from the date on which such
     amount is due until such amount is paid in full, payable on demand, at all
     times equal to 2% per annum above the Base Rate PLUS the Applicable Margin.

          (b)  A Local Currency Advance may be a Eurocurrency Advance, in which
     case it shall have Interest Periods as set forth in the Credit Agreement,
     and bear interest as set forth in the Credit Agreement, provided that the
     Applicable Margin shall be as set forth herein; and PROVIDED FURTHER that
     any amount of principal which is not paid when due (whether at stated
     maturity, by acceleration or otherwise) shall bear interest, from the date
     on which such amount is due until such amount is paid in full, payable on
     demand, at all times equal to 2% per annum above the Base Rate PLUS the
     Applicable Margin.


                                Schedule II - 1

<PAGE>

          (c)  FLOATING RATE LOCAL CURRENCY ADVANCES DENOMINATED IN [INSERT
     CURRENCY]: Each Local Currency Advance for which no Interest Period has
     been selected in accordance with the terms of Article II of the Credit
     Agreement and this Addendum shall bear interest from and including the date
     such Local Currency Advance is made to (but not including) the date such
     Local Currency Advance is repaid or converted into a Fixed Rate Advance in
     accordance with the terms of Article II of the Credit Agreement and this
     Addendum at a rate per annum equal to the sum of (i) the [insert defined
     term for floating rate interest] as in effect from time to time, changing
     as and when said [insert defined term for floating rate interest] changes
     PLUS (ii) the Applicable Margin as in effect from time to time changing as
     and when such Applicable Margin changes; PROVIDED, HOWEVER, that any amount
     of principal which is not paid when due (whether at stated maturity, by
     acceleration or otherwise) shall bear interest, from the date on which such
     amount is due until such amount is paid in full, payable on demand, at all
     times equal to 2% per annum above such [floating rate] PLUS the Applicable
     Margin.

     Initial Interest Rate Applicable to Local Currency Advances: [None.]

5.   APPLICABLE MARGINS.

     "APPLICABLE MARGINS" shall mean the Applicable Floating Rate Margin and/or
     Applicable Fixed Rate Margin, with respect to Local Currency Advances made
     pursuant to this Addendum. The Applicable Margins shall be determined, in
     accordance with the provisions of SECTION 2.7(c) of the Credit Agreement,
     by reference to the following:

<TABLE>
<CAPTION>

         Applicable
                                                     Applicable Fixed Rate       Floating Rate
                                                          Margin                    Margin
Credit Rating                                        (Rate per Annum)           (Rate per Annum)
-------------                                        ----------------           ----------------
<S>                                                  <C>                        <C>
A or better (S&P) OR
A2 or better (Moody's)                               _____%                     _____%

Below A (S&P) and A2
(Moody's) but
A- (S&P) OR A3 (Moody's)                             _____%                     _____%

Below A- (S&P) and A3 (Moody's)
but
BBB+ (S&P) OR Baa1 (Moody's)                         _____%                     _____%

Below BBB+ (S&P) and Baa1 (Moody's)
but
BBB (S&P) OR Baa2 (Moody's)                          _____%                     _____%

Below BBB (S&P) and Baa2 (Moody's)
but
BBB- (S&P) AND Baa3 (Moody's)                        _____%                     _____%

Below BBB- (S&P) OR Baa3 (Moody's)                   _____%                     _____%
</TABLE>


                                Schedule II - 2

<PAGE>


     If, on the first day of the Interest Period for any Fixed Rate Advance, the
     Company shall not have Credit Ratings from both S&P and Moody's, the Credit
     Ratings of the Company for purposes of this Addendum shall be deemed to be
     below BBB- (S&P) and below Baa3 (Moody's) during such period. In addition,
     and notwithstanding the foregoing chart, if the Credit Rating of the
     Company from S&P is more than one level higher or lower than the equivalent
     Credit Rating from Moody's at such time, then the Applicable Fixed Rate
     Margin shall be determined as if the applicable Credit Rating of the
     Company from each of S&P and Moody's were one level higher than the lower
     of the two Credit Ratings.

6.   MODIFICATIONS TO INTEREST PERIOD SELECTION/CONVERSION CONTAINED IN
SECTION 2.10:

     Notice of selection of Interest Period or conversion/continuation shall be
given by the Borrowing Subsidiary as follows:

     [__]:00 a.m. ([local] time) [___ Business Days prior to] [on] the proposed
     commencement of Interest Period or conversion;

7.   OTHER:

     Additional Conditions Precedent:

     Termination Date for Addendum:

     Maximum Number of Interest Periods: [___________].

     Prepayment Notices: The Borrowing Subsidiary or the Company, as applicable,
     shall be permitted to prepay the Local Currency Advances provided notice
     thereof is given to the Local Currency Agent not later than [__]:00 a.m.
     ([local] time) [on the date of such prepayment] [at least [_____] Business
     Days prior to the date of such prepayment].


                                Schedule II - 3

<PAGE>



                                                                    SCHEDULE III
                                                      to Local Currency Addendum


                                OTHER PROVISIONS


1.   BORROWING PROCEDURES:

          (a)  Notice of Borrowing shall be given by the Borrowing Subsidiary or
     the Company, as applicable, to the Local Currency Agent as follows:

          [__]:00 a.m. ([local] time) [___ Business Days prior to] [on] the date
          of the proposed Borrowing;

2.   FUNDING ARRANGEMENTS:

     Minimum amounts/increments for Local Currency Advances, repayments and
     prepayments: [$_______________ with increments of $_________]

3.   PROMISSORY NOTES:

4.   INFORMATION REQUIREMENTS:

5.   PAYMENT OFFICE/PAYMENT TIME:

6.   ELIGIBILITY CRITERIA FOR LOCAL CURRENCY BANKS:



                                Schedule III - 1

<PAGE>



                                   SCHEDULE I

                 Applicable Lending Offices and Notice Addresses

CITICORP USA, INC.

Notice Address:

Citicorp USA, Inc.
c/o Citicorp Securities, Inc.
500 West Madison Street
Chicago, Illinois 60661
Attn: Ms. Lesley Noer
Telecopier No.: 312-627-3990

Domestic Lending Office and Eurodollar Lending Office:

Citicorp USA, Inc.
Bank Loan Syndications
Two Penns Way, Suite 200
New Castle, Delaware 19720
Attn: Ms. Lisa Rodriguez
Telecopier No.: 302-894-6120

Eurocurrency Lending Office:

Citibank, N.A.
Riverdale House
68 Molesworth Street
Lewisham SE13 7EU, England
Attn: Mr. Andrew Bennett, Loans Agency
Telecopier No.: 0171-500-4482
Telex No./Answerback: 299831 CIBLA


MORGAN GUARANTY TRUST COMPANY OF NEW YORK

Notice Address:

Morgan Guaranty Trust Company of New York
60 Wall Street
New York, New York 10260-0600
Attn: Mr. Kit C. Wong, Associate
Telecopier No.: 212-648-5336
Telex No./Answerback: 177615 MGT UT or 620106 MGT UW


                                       i

<PAGE>



Domestic Lending Office:

Morgan Guaranty Trust Company of New York
60 Wall Street
New York, New York 10260-0060
Attn: Loan Department
Telex No./Answerback: 177615 MGT UT or 62010 MGT UW

Eurodollar Lending Office:

Morgan Guaranty Trust Company of New York
Nassau, Bahamas Office
c/o J.P. Morgan Services Inc.
Loan Operations - 3rd Floor
500 Stanton-Christiana Road
Newark, Delaware 19713
Telex No./Answerback: 177425 MBDEL UT

Eurocurrency Lending Office:

Morgan Guaranty Trust Company of New York
c/o Commercial Loan
60 Victoria Embankment
London EC4YOJP
Attn: Tony Mitchell
Telecopier No.: 071-325-8114
Telex No./Answerback: 896631 MGTJ

(With a copy to: Multi-Option Unit - Loan Department
           Telecopier No.: 302-634-1094

     and to: Barbara McCarney, Credit Administration
                         Telecopier No.: 302-634-1091)

WELLS FARGO BANK, NATIONAL ASSOCIATION

Notice Address and Domestic Lending Office:

Wells Fargo Bank, National Association
Sixth & Marquette - MAC N305-031
Minneapolis, MN 55479
Attn: Ethel Philips
Telecopier No.: 612-667-4145


                                       ii

<PAGE>


     and to: Allison Gelfman
             Telecopier No.: 612-667-4145


Eurodollar Lending Office and Eurocurrency Lending Office:

Wells Fargo Bank, National Association
Sixth & Marquette - MAC N305-031
Minneapolis, MN 55479
Attn: Ethel Philips
Telecopier No.: 612-667-4145


CREDIT SUISSE FIRST BOSTON

Notice Address:

Credit Suisse First Boston
227 West Monroe Street - 40th Floor
Chicago, Illinois 60606
Attn: T. Toulouse, Member of Senior Management
Telecopier No.: 312-630-0359
Telex No./Answerback: 4932176 CREDUI

Domestic Lending Office, Eurodollar Lending Office and Eurocurrency
Lending Office:

Credit Suisse First Boston
12 East 49th Street - 41st Floor
New York, New York 10017
Attn: H. Leslie
Telecopier No.: 212-238-5246
Telex No./Answerback: 420149 CRESWIS
(With a copy to the Notice Address)

BANK ONE, NA

Notice Address:

Bank One, NA
Suite 0173, 14th Floor
1 Bank One Plaza
Chicago, Illinois 60670-0324
Attn: Mr. J. Garland Smith, Managing Director
Telecopier No.: 312-732-1117


                                      iii

<PAGE>


Domestic Lending Office and Eurodollar Lending Office:

Bank One, NA
Suite 0634, 10th Floor
1 Bank One Plaza
Chicago, Illinois 60670
Attn: Ms. Carlene Hicks, Customer Service Officer
Telecopier No.: 312-732-4840
Telex No./Answerback: 4330253, FNBC UI or FNBC UT

Eurocurrency Lending Office:

Bank One, London
First Chicago House
90 Long Acre WCZE9RB
London, United Kingdom
Attn: Leigh Haaems/Dot O'Flagherty
Telecopier No.: 44 71 240 0011
Telex No./Answerback: 887716 FNBCLN G
(With a copy to the Domestic Lending Office)

BANK OF AMERICA, N.A.

Notice Address:

Bank of America, N.A.
70 West Madison Street, Suite 5300
Chicago, Illinois 60602
Attn: Ms. E. Brooke Bauer, Vice President
Telecopier No.: 312-372-9194

Domestic Lending Office, Eurodollar Lending Office and Eurocurrency
Lending Office:

Bank of America, N.A.
1 NationsBank Plaza
NC1002-06-19
Charlotte, North Carolina 28255
Attn: Ms. Kathy Mumpower, Corporate Banking Officer
Telecopier No.: 704-386-8694


                                       iv

<PAGE>


WACHOVIA BANK, N.A.

Notice Address, Domestic Lending Office and Eurodollar Lending Office:

Wachovia Bank of Georgia, N.A.
191 Peachtree Street
Mail Code 370
Atlanta, Georgia 30303
Attn: Ms. Frances Whitington, Banking Officer (Credit Matters)
          Ms. Teresa Howard (Operations/Administration)
Telecopier No.: 404-332-6898 (Credit Matters)
                        404-332-1118 (Operations/Administration)

Eurocurrency Lending Office:

Wachovia Bank of North Carolina
301 Main Street
Winston-Salem, North Carolina 27102
Attn: Ms. Jane Beasley
Telecopier No.: 919-770-4875
Telex No./Answerback: 806474                                  WACHFXAWSL



                                       v
</TEXT>
</DOCUMENT>
