CABOT CORP
EX-10(M) LOAN AGREEMENT, DATED OCTOBER 15, 2002
<DOCUMENT>
<TYPE>EX-10.M
<SEQUENCE>3
<FILENAME>b44489ckexv10wm.txt
<DESCRIPTION>EX-10(M) LOAN AGREEMENT, DATED OCTOBER 15, 2002
<TEXT>
<PAGE>
                                                                   EXHIBIT 10(m)
                                                                  CONFORMED COPY

                                 LOAN AGREEMENT

                                   dated as of

                                October 15, 2002

                                      among

                               CABOT CORPORATION,

                             The Banks Listed Herein

                                       and

                          MIZUHO CORPORATE BANK, LTD.,

                                 NEW YORK BRANCH

                              as Agent and Arranger

                      WACHOVIA BANK, NATIONAL ASSOCIATION,

                   as Co-Lead Arranger and Documentation Agent
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
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ARTICLE I. DEFINITIONS...........................................................................................          1
     SECTION 1.1. Definitions....................................................................................          1
     SECTION 1.2. Accounting Terms and Determinations............................................................         10
     SECTION 1.3. Types of Borrowings............................................................................         10

ARTICLE II. THE CREDITS..........................................................................................         11
     SECTION 2.1. Commitments....................................................................................         11
     SECTION 2.2. Notice of Borrowing............................................................................         11
     SECTION 2.3. Notice to Banks; Funding of Loans..............................................................         11
     SECTION 2.4. Notes..........................................................................................         12
     SECTION 2.5. Maturity of Loans..............................................................................         12
     SECTION 2.6. Interest Rates.................................................................................         14
     SECTION 2.7. Fees...........................................................................................         15
     SECTION 2.8. Optional Prepayments...........................................................................         16
     SECTION 2.9. General Provisions as to Payments..............................................................         16
     SECTION 2.10. Funding Losses................................................................................         17
     SECTION 2.11. Computation of Interest and Fees..............................................................         17
     SECTION 2.12. Taxes.........................................................................................         17
     SECTION 2.13. Regulation D Compensation.....................................................................         19

ARTICLE III. CONDITIONS..........................................................................................         19
     SECTION 3.1. Effectiveness..................................................................................         19
     SECTION 3.2. The Borrowing..................................................................................         20
     SECTION 3.3. Extension of Maturity Date.....................................................................         21

ARTICLE IV. REPRESENTATIONS AND WARRANTIES.......................................................................         21
     SECTION 4.1. Corporate Existence and Power..................................................................         21
     SECTION 4.2. Corporate and Governmental Authorization; No Contravention.....................................         21
     SECTION 4.3. Binding Effect.................................................................................         21
     SECTION 4.4. Financial Information..........................................................................         22
     SECTION 4.5. Litigation.....................................................................................         22
     SECTION 4.6. Compliance with ERISA..........................................................................         22
     SECTION 4.7. Environmental Matters..........................................................................         23
     SECTION 4.8. Taxes..........................................................................................         23
     SECTION 4.9. Subsidiaries...................................................................................         23
     SECTION 4.10. Governmental Regulation.......................................................................         23
     SECTION 4.11. Full Disclosure...............................................................................         23

ARTICLE V. COVENANTS.............................................................................................         24
     SECTION 5.1. Information....................................................................................         24
     SECTION 5.2. Payment of Obligations.........................................................................         26
     SECTION 5.3. Maintenance of Property; Insurance.............................................................         26
     SECTION 5.4. Conduct of Business and Maintenance of Existence...............................................         27
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                           TABLE OF CONTENTS (CONT'D)

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     SECTION 5.5. Compliance with Laws...........................................................................         27
     SECTION 5.6. Inspection of Property, Books and Records......................................................         27
     SECTION 5.7. Debt...........................................................................................         27
     SECTION 5.8. Debt Service...................................................................................         28
     SECTION 5.9. Investments....................................................................................         28
     SECTION 5.10. Negative Pledge...............................................................................         28
     SECTION 5.11. Consolidations and Mergers....................................................................         29
     SECTION 5.12. Sales of Assets...............................................................................         30
     SECTION 5.13. Use of Proceeds...............................................................................         30
     SECTION 5.14. Transactions with Affiliates..................................................................         30

ARTICLE VI. DEFAULTS.............................................................................................         30
     SECTION 6.1. Events of Default..............................................................................         30
     SECTION 6.2. Notice of Default..............................................................................         32
     SECTION 6.3. Remedies.......................................................................................         32

ARTICLE VII. THE AGENT...........................................................................................         33
     SECTION 7.1. Appointment and Authorization..................................................................         33
     SECTION 7.2. Agent and Affiliates...........................................................................         33
     SECTION 7.3. Action by Agent................................................................................         33
     SECTION 7.4. Consultation with Experts......................................................................         34
     SECTION 7.5. Liability of Agent.............................................................................         34
     SECTION 7.6. Indemnification................................................................................         34
     SECTION 7.7. Credit Decision................................................................................         34
     SECTION 7.8. Successor Agent................................................................................         34
     SECTION 7.9. Agent's Fee....................................................................................         35
     SECTION 7.10. Delinquent Bank...............................................................................         35

ARTICLE VIII. CHANGE IN CIRCUMSTANCES............................................................................         35
     SECTION 8.1. Basis for Determining Interest Rate Inadequate or Unfair.......................................         35
     SECTION 8.2. Illegality.....................................................................................         36
     SECTION 8.3. Increased Cost and Reduced Return..............................................................         36
     SECTION 8.4. Base Rate Loans Substituted for Affected Loans.................................................         37
     SECTION 8.5. Substitution of Bank...........................................................................         38

ARTICLE IX. MISCELLANEOUS........................................................................................         38
     SECTION 9.1. Notices........................................................................................         38
     SECTION 9.2. No Waivers.....................................................................................         38
     SECTION 9.3. Expenses: Documentary Taxes; Indemnification...................................................         38
     SECTION 9.4. Setoff.........................................................................................         39
     SECTION 9.5. Amendments and Waivers.........................................................................         40
     SECTION 9.6. Successors and Assigns.........................................................................         40
     SECTION 9.7. Collateral.....................................................................................         41
     SECTION 9.8. Governing Law: Submission to Jurisdiction......................................................         41
     SECTION 9.9. Counterparts: Integration......................................................................         42
     SECTION 9.10. WAIVER OF JURY TRIAL..........................................................................         42
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<PAGE>
                           TABLE OF CONTENTS (CONT'D)

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     SECTION 9.11. Severability..................................................................................         42
     SECTION 9.12. Judgment Currency.............................................................................         42
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<TABLE>
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SCHEDULES
<S>                 <C>
Schedule 1          Commitments
Schedule 2          Existing Credit Agreements of Showa Cabot Supermetals
</TABLE>

<TABLE>
<CAPTION>
EXHIBITS
<S>                 <C>
Exhibit A           Note
Exhibit B           Legal Opinion of Borrower's Counsel
Exhibit C           Legal Opinion of Agent's Counsel
Exhibit D           Assignment and Assumption Agreement
</TABLE>

                                     -iii-
<PAGE>
                                 LOAN AGREEMENT

                  AGREEMENT dated as of October 15, 2002 among CABOT
CORPORATION, the Banks listed on the signature pages hereof and MIZUHO CORPORATE
BANK, LTD., NEW YORK BRANCH, as Agent and Arranger.

                  The parties hereto agree as follows:

                                   ARTICLE I.

                                   DEFINITIONS

                  SECTION 1.1. DEFINITIONS. The following terms, as used herein,
have the following meanings:

                  "Administrative Questionnaire" means, with respect to each
Bank, an administrative questionnaire in the form prepared by the Agent and
submitted to the Agent (with a copy to the Borrower) duly completed by such
Bank.

                  "Affiliate" means (i) any Person that directly, or indirectly
through one or more intermediaries, controls the Borrower (a "Controlling
Person") or (ii) any Person (other than the Borrower, a Consolidated Subsidiary
or an Equity Affiliate) which is controlled by or is under common control with a
Controlling Person. As used herein, the term "control" means possession,
directly or indirectly, of the power to direct or cause the direction of the
management or policies of a Person, whether through the ownership of voting
securities, by contract or otherwise.

                  "Agent" means Mizuho Corporate Bank, Ltd., New York Branch in
its capacity as administrative agent for the Banks hereunder, and its permitted
successors in such capacity.

                  "Agent's Dollar Office" means the Agent's office located at
1251 Avenue of the Americas, New York, New York 10020, or at such other location
as the Agent may designate from time to time.

                  "Agent's Yen Office" means the Agent's Tokyo head office,
located at 1-3-3 Marunouchi, Chiyoda-ku, Tokyo, Japan, or at such other location
as the Agent may designate from time to time.

                  "Arrangement Fee" has the meaning set forth in Section 2.7(b).

                  "Arranger" means Mizuho Corporate Bank, Ltd., New York Branch,
in its capacity as arranger of this facility.

                  "Assignee" has the meaning set forth in Section 9.6(c) .

                  "Bank" means each bank listed on the signature pages hereof,
each Assignee which becomes a Bank pursuant to Section 9.6(c), and their
respective successors.
<PAGE>
                  "Borrower" means Cabot Corporation, a Delaware corporation.

                  "Borrower's 2001 Form 10-K405" means the Borrower's annual
report on Form 10-K405 for its 2001 fiscal year, as filed with the Securities
and Exchange Commission pursuant to the Securities Exchange Act of 1934.

                  "Borrowing" has the meaning set forth in Section 1.3.

                  "Business Day" means any day (except a Saturday or Sunday) on
which commercial banks in New York City or Tokyo, Japan are not authorized by
law to close, and which is also a day on which commercial banks are open for
international business (including dealings in Yen deposits) in London.

                  "Commitment" means, with respect to each Bank, the obligation
of such Bank to make its Loan to the Borrower hereunder in a principal amount
not to exceed the amount set forth opposite such Bank's name on Schedule 1
hereto.

                  "Commitment Percentage" means, with respect to each Bank, the
percentage set forth on Schedule 1 hereto as such Bank's percentage of the
aggregate Commitments of all the Banks.

                  "Commitment Period" means the period from the date of this
Agreement to and including October 31, 2002.

                  "Consolidated Debt" means at any date the Debt of the Borrower
and its Consolidated Subsidiaries, determined on a consolidated basis as of such
date.

                  "Consolidated EBITDA" means, with respect to any fiscal
period, an amount equal to the sum of (a) Consolidated Net Income of the
Borrower and its Consolidated Subsidiaries for such fiscal period, plus (b) in
each case to the extent deducted in the calculation of Consolidated Net Income
and without duplication (i) tax expense for such period, plus (ii) Consolidated
Total Interest Expense paid or accrued during such period, plus (iii) other
noncash charges for such period, plus (iv) depreciation and amortization for
such period, and minus (c) to the extent added in calculating Consolidated Net
Income, and without duplication, all noncash gains (including income tax
benefits) for such period, all as determined in accordance with generally
accepted accounting principles.

                  "Consolidated Net Income (or Deficit)" means the consolidated
net income (or deficit) of the Borrower and its Consolidated Subsidiaries, after
deduction of all expenses, taxes and other proper charges, determined in
accordance with generally accepted accounting principles, after eliminating
therefrom all extraordinary nonrecurring items of income.

                  "Consolidated Subsidiary" means at any date any Subsidiary or
other entity the accounts of which are consolidated with those of the Borrower
in its consolidated financial statements prepared as of such date.

                  "Consolidated Tangible Net Worth" means at any date (i) the
consolidated stockholders' equity of the Borrower as of such date (calculated
excluding adjustments to


                                      -2-
<PAGE>
translate foreign assets and liabilities for changes in foreign exchange rates
made in accordance with Financial Accounting Standards Board Statement No. 52
and 133), minus (ii) to the extent reflected in determining such consolidated
stockholders' equity at such date, the amount of consolidated Intangible Assets
of the Borrower and its Consolidated Subsidiaries.

                  "Consolidated Total Interest Expense" means, for any period,
the aggregate amount of interest required to be paid or accrued by the Borrower
and its Consolidated Subsidiaries during such period on all Debt of the Borrower
and its Consolidated Subsidiaries outstanding during all or any part of such
fiscal period, whether such interest was or is required to be reflected as an
item of expense or capitalized, including payments consisting of interest in
respect of any capitalized lease, and including commitment fees, agency fees,
facility fees, utilization fees, balance deficiency fees and similar fees or
expenses in connection with the borrowing of money.

                  "Debt" of any Person means at any date, whether or not
contingent, but without duplication, (i) all obligations of such Person for
borrowed money, (ii) all obligations of such Person evidenced by bonds,
debentures, promissory notes or other similar instruments, (iii) every
reimbursement obligation of the Borrower with respect to letters of credit,
bankers' acceptances or similar facilities issued for the account of the
Borrower, (iv) all obligations of such Person to pay the deferred purchase price
of property or services, except trade accounts payable arising in the ordinary
course of business, (v) all obligations of such Person as lessee which are
capitalized in accordance with generally accepted accounting principles, (vi)
every obligation of such Person under any lease of goods or other property,
whether real or personal, which is treated as on operating lease under generally
accepted accounting principles and as a loan or financing for U.S. income tax
purposes, (vii) all Debt of others secured by a Lien on any asset of such
Person, whether or not such Debt is assumed by such Person, (viii) all Debt of
others Guaranteed by such Person, and (ix) all sales by the Borrower of (a)
accounts or general intangibles for money due or to become due, (b) chattel
paper, instruments or documents creating or evidencing a right to payment of
money or (c) other receivables (collectively, "receivables"), whether pursuant
to a purchase facility or otherwise, other than in connection with the
disposition of the business operations of the Borrower relating thereto or a
disposition of defaulted receivables for collection and not as a financing
arrangement, and together with any obligation of the Borrower to pay discount,
interest, fees, indemnities, penalties, recourse, expenses or other amounts in
connection therewith.

                  "Default" means any condition or event which constitutes an
Event of Default or which with the giving of notice or lapse of time or both
would, unless cured or waived, become an Event of Default.

                  "Delinquent Lender" has the meaning set forth in Section 7.10.

                  "Dollar" and the symbol "$" mean the lawful currency of the
United States of America.

                  "Domestic Lending Office" means, as to each Bank, its office
located at its address set forth in its Administrative


                                      -3-
<PAGE>
Questionnaire (or identified in its Administrative Questionnaire as its Domestic
Lending Office) or such other office as such Bank may hereafter designate as its
Domestic Lending Office by notice to the Borrower and the Agent.

                  "Effective Date" means the date this Agreement becomes
effective in accordance with Section 3.1.

                  "Environmental Laws" means any and all federal, state, local
and foreign statutes, laws (including case law), regulations, ordinances, rules,
judgments, orders, decrees, plans, injunctions, permits, concessions, grants,
franchises, licenses, agreements or other governmental restrictions relating to
the environment or to emissions, discharges or releases of pollutants,
contaminants, Hazardous Substances or wastes into the environment including,
without limitation, ambient air, surface water, ground water, or land, or
otherwise relating to the manufacture, processing, distribution, use, treatment,
storage, disposal, transport or handling of pollutants, contaminants, Hazardous
Substances or wastes or the clean-up or other remediation thereof.

                  "Equity Affiliate" means at any date any corporation or other
entity (which may be a Subsidiary but not a Consolidated Subsidiary) of which
securities or other ownership interests are at the time directly or indirectly
owned by the Borrower and accounted for under the equity method of accounting.

                  "ERISA" means the Employee Retirement Income Security Act of
1974, as amended, or any successor statute.

                  "ERISA Group" means the Borrower and all members of a
controlled group of corporations and all trades or businesses (whether or not
incorporated) under common control which, together with the Borrower, are
treated as a single employer under Section 414 of the Internal Revenue Code.

                  "Euro-Yen Borrowing" has the meaning set forth in Section 1.3.

                  "Euro-Yen Lending Office" means, as to each Bank, its office,
branch or affiliate located at its address set forth in its Administrative
Questionnaire (or identified in its Administrative Questionnaire as its Euro-Yen
Lending Office) or such other office, branch or affiliate of such Bank as it may
hereafter designate as its Euro-Yen Lending Office by notice to the Borrower and
the Agent.

                   "Euro-Yen LIBOR" means, for any Interest Period, the rate of
interest per annum determined by the Agent as the offered rate for Euro-Yen
deposits having a maturity comparable to such Interest Period, which rate
appears on the display designated at page 3750 on the Telerate System or such
other display on the Telerate System as may replace such page displaying the
London interbank offered rates as of 11:00 a.m., London time, on the Interest
Rate Determination Date for such Interest Period. If, on the Interest Rate
Determination Date for such Interest Period, the Agent is unable to obtain any
quotation as provided above, the Euro-Yen LIBOR for the relevant Interest Period
shall be the rate per annum that the Agent determines in good faith to be the
arithmetic mean (rounded upwards, if necessary, to the nearest 1/16th of 1%) of
all the per annum rates of interest at which the deposits in respect of which
Euro-Yen LIBOR is then being determined for a period comparable to such Interest
Period are offered by the Euro-


                                      -4-
<PAGE>
Yen Reference Banks to prime banks in the London interbank market at
approximately 11:00 a.m., London time on such Interest Rate Determination Date.
The Agent shall provide to the Borrower, upon request, details as to the manner
in which Euro-Yen LIBOR is calculated, and such calculation shall be conclusive
and binding absent manifest error.

                  "Euro-Yen Loan" means a Loan at any time when it bears
interest on the basis of Euro-Yen LIBOR.

                  "Euro-Yen Margin" has the meaning set forth in Section 2.6(a).

                  "Euro-Yen Reference Banks" means the principal London offices
of Mizuho Corporate Bank, Ltd., The Bank of Tokyo-Mitsubishi, Ltd., and Sumitomo
Mitsui Banking Corporation , or any successor Euro-Yen Reference Bank(s)
appointed as such pursuant to Section 2.6(f).

                  "Euro-Yen Reserve Percentage" means for any day for any Bank
that percentage (expressed as a decimal) which is in effect on such day, as
prescribed by the Board of Governors of the Federal Reserve System (or any
successor) for determining the effective reserve requirement for such Bank as
determined in good faith by such Bank in respect of "Eurocurrency liabilities"
(or in respect of any other category of liabilities which includes deposits by
reference to which the interest rate on Loans is determined or any category of
extensions of credit or other assets which includes loans by a non-United States
office of any Bank to United States residents).

                  "Event of Default" has the meaning set forth in Section 6.1.

                  "Existing Credit Agreements" means the credit agreements of
Showa Cabot Supermetals set forth in Schedule 2.

                  "Facility Fee " has the meaning set forth in Section 2.7(a).

                  "Federal Funds Rate" means, for any day, the rate per annum
(rounded upward, if necessary, to the nearest 1/100th of 1%) equal to the
weighted average of the rates on overnight federal funds transactions with
members of the Federal Reserve System arranged by federal funds brokers on such
day, as published by the Federal Reserve Bank of New York on the Business Day
next succeeding such day, provided that (i) if such day is not a Business Day,
the Federal Funds Rate for such day shall be such rate on such transactions on
the next preceding Business Day as so published on the next succeeding Business
Day, and (ii) if no such rate is so published on such next succeeding Business
Day, the Federal Funds Rate for such day shall be the average rate quoted to the
Agent on such day on such transactions from the fund brokers of recognized
standing selected by the Agent.

                  "Fee Letter" means that certain letter dated on or prior to
the date hereof between the Agent and the Borrower.

                  "Guarantee" by any Person means any obligation, contingent or
otherwise, of such Person directly or indirectly guaranteeing any Debt of any
other Person and, without limiting the generality of the foregoing, any
obligation, direct or indirect, contingent or


                                      -5-
<PAGE>
otherwise, of such Person (i) to purchase or pay (or advance or supply funds for
the purchase or payment of) such Debt (whether arising by virtue of partnership
arrangements, by agreement to keep-well, to purchase assets, goods, securities
or services, to take-or-pay, or to maintain financial statement conditions or
otherwise) or (ii) entered into for the purpose of assuring in any other manner
the obligee of such Debt of the payment thereof or to protect such obligee
against loss in respect thereof (in whole or in part), provided that the term
Guarantee shall not include endorsements for collection or deposit in the
ordinary course of business and letters or other undertakings which state that
the Borrower or a Consolidated Subsidiary will maintain its ownership of another
Person but which do not include any obligation related to the financial
condition of such other Person. The term "Guarantee" used as a verb has a
corresponding meaning.

                  "Hazardous Substances" means any toxic, radioactive, caustic
or otherwise hazardous substance, including petroleum, its derivatives,
by-products and other hydrocarbons, or any substance having any constituent
elements displaying any of the foregoing characteristics.

                  "Intangible Assets" means the amount of (i) all write-ups of
assets (other than write-ups of assets of a going concern business made within
twelve months after the acquisition of such business); (ii) all Investments in
Persons other than (x) Consolidated Subsidiaries and (y) Equity Affiliates (A)
in which the Borrower directly or indirectly owns equity securities or other
comparable ownership interests of not less than 30% and (B) which are engaged in
the same general business as the Borrower or any of its Subsidiaries or engaged
in a business incidental or related thereto; and (iii) all unamortized debt
discount and expense, unamortized deferred charges, goodwill, patents,
trademarks, service marks, trade names, anticipated future benefit of tax loss
carry-forwards, copyrights, organization or developmental expenses and other
assets treated as intangible assets under generally accepted accounting
principles.

                  "Interest Period" means the successive periods commencing on
the date of the Borrowing of the Loans (or on the last day of the immediately
preceding Interest Period) and ending one, two, three or six months, or to the
extent available to all of the Lenders, nine or twelve months thereafter (or, in
the case of the final Interest Period prior to any Maturity Date for any Loan,
such period of less than one month as shall equal the remaining period in which
such Loan is scheduled to be outstanding), as the Borrower may elect in the
applicable Notice of Borrowing or in the applicable Notice of Continuation;
provided that:

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

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

            (c) any Interest Period which would otherwise end after the
      then-scheduled Maturity Date for any Loan shall end on such Maturity Date.


                                      -6-
<PAGE>
                  "Interest Rate Determination Date" means, for any Interest
Period, the day that is the second Business Day prior to the commencement of
such Interest Period.

                  "Internal Revenue Code" means the Internal Revenue Code of
1986, as amended, or any successor statute.

                  "Investment" means any investment in any Person, whether by
means of share purchase, capital contribution, loan, demand or time deposit or
otherwise.

                  "Investment Level I Status" exists at any date if, at such
date, (x) the Borrower's outstanding senior unsecured long term debt securities
(without credit enhancement) are (i) rated A- or better by S&P or (ii) rated A3
or better by Moody's.

                  "Investment Level II Status" exists at any date if, at such
date, (x) the Borrower's outstanding senior unsecured long-term debt securities
(without credit enhancement) are (i) rated BBB+ or better by S&P or (ii) rated
Baa1 or better by Moody's and (y) Investment Level I Status does not exist.

                  "Investment Level III Status" exists at any date if, at such
date, (x) the Borrower's outstanding senior unsecured long-term debt securities
(without credit enhancement) are (i) rated BBB or better by S&P or (ii) rated
Baa2 or better by Moody's and (y) neither Investment Level I Status nor
Investment Level II Status exists.

                  "Investment Level IV Status" exists at any date, if at such
date (x) the Borrower's outstanding senior unsecured long-term debt securities
(without credit enhancement) are (i) rated BBB- or better by S&P or (ii) rated
Baa3 or better by Moody's and (y) none of Investment Level I Status, Investment
Level II Status and Investment Level III Status exists.

                  "Investment Level V Status" exists at any date if, at such
date, none of Level I Status, Level II Status, Level III Status nor Level IV
Status exists.

                  "Investment Level Status" means, as at any date of
determination, the Borrower's rating of Investment Level I Status, Investment
Level II Status, Investment Level III Status, Investment Level IV Status or
Investment Level V Status. In determining such status, in the event of a split
debt rating of (a) only one level between S&P and Moody's, the higher rating
shall apply, and (b) more than one level between S&P and Moody's, the rating
level that is one level above the lowest level shall apply. In addition, in the
event that S&P or Moody's changes its debt rating designations, definitions or
symbols, the Borrower and the Required Banks shall agree as to the exact
application of such new debt rating terminology to the application of this
definition, taking into account the explanation of such new rating terminology
by S&P or Moody's, as the case may be, and its comparability to the debt rating
referred to in the definitions of "Investment Level Status I", Investment Level
Status II", "Investment Level Status III", "Investment Level Status IV" and
"Investment Level Status V".

                  "Lien" means, with respect to any asset, any mortgage, lien,
pledge, charge or security interest in respect of such asset. For the purposes
of this Agreement, the Borrower or any Subsidiary shall be deemed to own subject
to a Lien any asset which it has acquired or holds


                                      -7-
<PAGE>
subject to the interest of a vendor or lessor under any conditional sale
agreement, capital lease (but not operating lease) or other title retention
agreement relating to such asset.

                  "Loan" has the meaning set forth in Section 2.1.

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

                  "Margin Stock" means margin stock within the meaning of
Regulation U.

                  "Material Debt" means (x) Debt (other than the Notes) of the
Borrower and/or one or more of its Subsidiaries, arising in one or more related
or unrelated transactions, in an aggregate principal amount exceeding
$50,000,000 (or its equivalent in other currencies) or (y) Debt of the Borrower
(other than the Notes) and/or one or more of its Consolidated Subsidiaries,
arising in one or more related or unrelated transactions, in an aggregate
principal amount exceeding $20,000,000 (or its equivalent in other currencies).

                  "Material Plan" means at any time a Plan or Plans having
aggregate Unfunded Liabilities at such time in excess of $20,000,000.

                  "Maturity Date" means, for any Loan (a) initially, the date
that is three years after the date of the Borrowing, or, if such date is not a
Business Day, the next preceding Business Day, and (b) if the Lender holding
such Loan has agreed to an extension of the maturity therefor in accordance with
Section 2.5, the Business Day to which such maturity has been so extended in
accordance with said Section.

                  "Mizuho" means the Mizuho Corporate Bank, Ltd., New York
Branch.

                  "Mizuho Prime Rate" means the rate announced by Mizuho from
time to time in Tokyo as its short-term prime rate for extensions of credit in
Yen.

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

                  "Multiemployer Plan" means at any time an employee pension
benefit plan within the meaning of Section 4001(a)(3) of ERISA to which any
member of the ERISA Group is then making or accruing an obligation to make
contributions or has within the preceding five plan years made contributions,
including for these purposes any Person which ceased to be a member of the ERISA
Group during such five year period.

                  "Notes" means promissory notes of the Borrower, substantially
in the form of Exhibit A hereto, evidencing the obligation of the Borrower to
repay the Loans, and "Note" means any one of such promissory notes issued
hereunder.

                  "Notice of Borrowing" has the meaning set forth in Section
2.2.

                  "Notice of Continuation" has the meaning set forth in Section
2.6(c).

                  "Other Credit Facilities" means (a) the Credit Agreement,
dated as of July 13, 2001, among the Borrower, the banks listed therein, and
Fleet National Bank, as Agent and


                                      -8-
<PAGE>
Arranger, as in effect from time to time and (b) any other agreement that
replaces, refinances or refunds such Credit Agreement.

                  "Parent" means, with respect to any Bank, any Person
controlling such Bank.

                  "Participant" has the meaning set forth in Section 9.6(b) .

                  "PBGC" means the Pension Benefit Guaranty Corporation or any
entity succeeding to any or all of its functions under ERISA.

                  "Person" means an individual, a corporation, a partnership, a
limited liability company, a limited liability partnership, an association, a
trust or any other entity or organization, including a government or political
subdivision or an agency or instrumentality thereof.

                  "Plan" means at any time an employee pension benefit plan
(other than a Multiemployer Plan) which is covered by Title IV of ERISA or
subject to the minimum funding standards under Section 412 of the Internal
Revenue Code and either (i) is maintained, or contributed to, by any member of
the ERISA Group for employees of any member of the ERISA Group or (ii) has at
any time within the preceding five years been maintained, or contributed to, by
any Person which was at such time a member of the ERISA Group for employees of
any Person which was at such time a member of the ERISA Group.

                  "Prime Rate Loans" means Loans bearing interest at the Mizuho
Prime Rate in accordance with Section 2.6(c), 8.1 or 8.4.

                  "Receivables Transaction" means any transaction involving the
nonrecourse sale of accounts receivable and related rights of the Borrower for
cash to a specific purpose entity (which may be a Subsidiary or Affiliate of the
Borrower) in connection with the securitization thereof.

                  "Regulation U" means Regulation U of the Board of Governors of
the Federal Reserve System, as in effect from time to time.

                  "Required Banks" means at any time Banks having more than 50%
of the aggregate amount of the Commitments or, if the Commitments shall have
been terminated, holding Notes evidencing more than 50% of the aggregate unpaid
principal amount of the Loans, provided, however, that if any Bank shall be a
Delinquent Lender at such time then, for so long as such Bank is a Delinquent
Lender, "Required Banks" means Banks (excluding all Delinquent Lenders) having
more than 50% of the amount of the Commitments of such Banks or, if the
Commitments shall have been terminated, holding Notes evidencing more than 50%
of the aggregate unpaid principal amount of the Loans owing to such Banks (other
than a Delinquent Lender).

                  "S&P" means Standard & Poor's Ratings Group.

                  "Subsidiary" means any corporation or other entity of which
securities or other ownership interests having ordinary voting power to elect a
majority of the board of directors or


                                      -9-
<PAGE>
other persons performing similar functions are at the time directly or
indirectly owned by the Borrower.

                  "Temporary Cash Investment" means any Investment in (i)
securities of the U.S. Treasury; (ii) securities of agencies of the U.S.
Government; (iii) commercial paper, with a rating in the United States of A-1 by
S&P and a rating in the United States of P-1 by Moody's or better; or in the
case of a foreign issuer, an equivalent rating by another recognized credit
rating service; (iv) bankers' acceptances, certificates of deposit, and time
deposits issued by any Bank or by a bank having capital in excess of
$1,000,000,000; (v) repurchase agreements with a "primary" dealer of the Federal
Reserve or a bank described in clause (iv) of this definition which is
collateralized by obligations of the U.S. Government or federal agencies with a
value not to be below 102% of the face value of the repurchase agreement; (vi)
municipal obligations with a rating of MIG-1 by S&P and a rating of SP-1 by
Moody's or better, (vii) preferred stock which is rated A by S&P or A2 by
Moody's or better and whose dividend rate is set no longer than every 49 days
through a Dutch auction process and (viii) money market funds substantially all
of whose investments listed in the relevant prospectus are of the types listed
in the foregoing items (i) through (vii).

                  "Total Capitalization" means, at any date, Consolidated Debt
plus the consolidated stockholders' equity of the Borrower (calculated excluding
adjustments to translate foreign assets and liabilities for changes in foreign
exchange rates made in accordance with Financial Accounting Standards Board
Statement No. 52 and 133), all as would be presented according to generally
accepted accounting principles in a consolidated balance sheet of the Borrower
as of such date.

                  "Total Commitment" means the sum of the Commitments of the
Banks, as in effect from time to time.

                  "Unfunded Liabilities" means, with respect to any Plan at any
time, the amount (if any) by which (i) the present value of all accrued benefits
under such Plan exceeds (ii) the fair market value of all Plan assets allocable
to such benefits (excluding any accrued but unpaid contributions), all
determined as of the then most recent valuation date for such Plan, but only to
the extent that such excess represents a potential liability of a member of the
ERISA Group to the PBGC or any other Person under Title IV of ERISA.

                  "Yen" and the symbol "Y" mean the lawful currency of Japan.

                  SECTION 1.2. ACCOUNTING TERMS AND DETERMINATIONS. Unless
otherwise specified herein, all accounting terms used herein shall be
interpreted, all accounting determinations hereunder shall be made, and all
financial statements required to be delivered hereunder shall be prepared in
accordance with generally accepted accounting principles as in effect from time
to time, applied on a basis consistent (except for changes concurred in by the
Borrower's independent public accountants) with the most recent audited
consolidated financial statements of the Borrower and its Consolidated
Subsidiaries delivered to the Banks.

                  SECTION 1.3. TYPES OF BORROWINGS. The term "Borrowing" denotes
the aggregation of Loans of one or more Banks to be made to the Borrower
pursuant to Article II on


                                      -10-
<PAGE>
a single date and for a single Interest Period. Borrowings are classified for
purposes of this Agreement by reference to the pricing of Loans comprising such
Borrowing (i.e., a "Euro-Yen Borrowing" is a Borrowing comprised of Euro-Yen
Loans).

                                   ARTICLE II.

                                   THE CREDITS

                  SECTION 2.1. COMMITMENTS. Subject to the terms and conditions
hereof, each Bank severally agrees to make a single term loan (each, a "Loan")
to the Borrower on any one Business Day during the Commitment Period in a
principal amount up to but not exceeding the amount of such Bank's Commitment.
Any portion of the Commitments not borrowed by the last day of the Commitment
Period shall automatically terminate on such last day. Furthermore, upon the
borrowing of the Loans, any portion of the Commitments not then utilized shall
automatically terminate. Any portion of the Loans repaid or prepaid may not be
reborrowed.

                  SECTION 2.2. NOTICE OF BORROWING. The Borrower may borrow
under the Total Commitment during the Commitment Period on any one Business Day,
provided that the Borrower shall give the Agent irrevocable notice (a "Notice of
Borrowing") not later than 11:00 A.M. (New York time) on the fourth Business Day
before the Borrowing, specifying:

                        (a) the date of such Borrowing, which shall be a
         Business Day,

                        (b) the aggregate amount of such Borrowing, and

                        (c) the duration of the initial Interest Period
         applicable thereto, in accordance with the provisions of the
         definition of Interest Period.

                  SECTION 2.3. NOTICE TO BANKS; FUNDING OF LOANS.

                  (a) Upon receipt of a Notice of Borrowing, the Agent shall
promptly notify each Bank of the contents thereof and of such Bank's share of
such Borrowing.

                  (b) Not later than 12:00 Noon (Tokyo time) on the date of the
Borrowing, each Bank shall (except as provided in subsection (c) of this
Section) make available its share of such Borrowing, in funds immediately
available in Tokyo, to the Agent at the Agent's Yen Office. Unless the Agent
determines that any applicable condition specified in Article III has not been
satisfied, the Agent will make the funds so received from the Banks available to
the Borrower at the Agent's Yen Office.

                  (c) Unless the Agent shall have received notice from a Bank
prior to the date of any Borrowing that such Bank will not make available to the
Agent such Bank's share of such Borrowing, the Agent may assume that such Bank
has made such share available to the Agent on the date of such Borrowing in
accordance with subsection (b) of this Section 2.3 and the Agent may, in
reliance upon such assumption, make available to the Borrower on such date a
corresponding amount. If and to the extent that such Bank shall not have so made
such share available to the Agent, such Bank and the Borrower severally agree to
repay to the Agent forthwith on demand such corresponding amount together with
interest thereon, for each day


                                      -11-
<PAGE>
from the date such amount is made available to the Borrower until the date such
amount is repaid to the Agent, at (i) in the case of the Borrower, a rate per
annum equal to the interest rate applicable thereto pursuant to Section 2.6 and
(ii) in the case of a Bank, the average (rounded upward, if necessary, to the
next higher 1/16 of 1%) of the respective rates per annum at which one day (or,
if such amount due remains unpaid more than three Business Days, then for such
other period of time not longer than three months as the Agent may select)
deposits in Yen in an amount approximately equal to the highest overdue payment
then due to any of the Banks in the London interbank market for the applicable
period determined as provided above. If such Bank shall repay to the Agent such
corresponding amount, such amount so repaid shall constitute such Bank's Loan
included in such Borrowing for purposes of this Agreement.

                  SECTION 2.4. NOTES.

                  (a) The Loan of each Bank shall be evidenced by a Note payable
to the order of such Bank for the account of its Euro-Yen Lending Office in an
amount equal to the aggregate unpaid principal amount of such Bank's Loan.

                  (b) Upon receipt of each Bank's Note pursuant to Section
3.1(d), the Agent shall forward such Note to such Bank. Each Bank shall record
the date, amount, type and maturity of each Loan made by it and the date and
amount of each payment of principal made by the Borrower with respect thereto,
and may, if such Bank so elects in connection with any transfer or enforcement
of its Note, endorse on the schedule forming a part thereof appropriate
notations to evidence the foregoing information with respect to each such Loan
then outstanding; provided that the failure of any Bank to make any such
recordation or endorsement shall not affect the obligations of the Borrower
hereunder or under the Notes. Each Bank is hereby irrevocably authorized by the
Borrower so to endorse its Note and to attach to and make a part of its Note a
continuation of any such schedule as and when required.

                  SECTION 2.5. MATURITY OF LOANS.

                  (a) Each Loan shall mature, and the principal amount thereof
shall be due and payable, on the Maturity Date.

                  (b) The Borrower may, from time to time, by notice to the
Agent (each such notice being an "Extension Notice") given not fewer than sixty
(60) nor more than ninety (90) Business Days prior to the Maturity Date, request
that the Banks extend the Maturity Date to a Business Day occurring not more
than one year after the then-scheduled Maturity Date (which date shall be
specified in the Extension Notice).

                  (c) In the event of such an Extension Notice, each Bank may,
by an irrevocable notice (a "Consent Notice") to the Agent at any time on or
prior to the date that is thirty (30) Business Days after receipt of the
Extension Notice (the "Consent Date"), consent to such extension of the Maturity
Date, which consent may be given or withheld by each Bank in its absolute and
sole discretion and based on such criteria as such Bank may see fit (each Bank
giving a Consent Notice during the applicable Consent Period being called a
"Continuing Bank"). Failure of any Bank to respond to an Extension Notice on or
before the Consent Date shall be deemed to be rejection by the relevant Bank of
such Extension Notice.


                                      -12-
<PAGE>
                  (d) The Agent shall notify the Borrower of the decisions of
the Banks not later than the thirtieth (30th) Business Day prior to the
then-scheduled Maturity Date.

                  (e) No extension pursuant to Section 2.5(b) shall be effective
with respect to a Bank which either (i) by a notice (a "Withdrawal Notice")
delivered to Agent on or prior to the Consent Date, declines to consent to such
extension or (ii) has failed to respond to the Agent prior to the Consent Date.
Each Bank that gives a Withdrawal Notice or that fails to respond to the Agent
in a timely manner shall be referred to herein as a "Withdrawing Bank".

                  (f) The extension of the Maturity Date on all Loans held by
Continuing Banks shall occur on the then-scheduled Maturity Date, so long as the
conditions precedent set forth in Section 3.3 have been satisfied. The Loans of
each Withdrawing Bank shall mature, unless earlier prepaid by the Borrower in
accordance with Section 2.8 hereof, on the then-scheduled Maturity Date without
giving effect to such proposed extension.

                  (g) If there are one or more Withdrawing Banks with respect to
any requested extension, the Borrower may offer to each Continuing Bank, by a
written notice delivered to the Agent not later than the date two (2) Business
Days after the Consent Date for such extension, the opportunity to purchase at
par any or all of the Loans of the Withdrawing Banks. No Continuing Bank shall
have any obligation whatsoever to purchase any such Loan or any portion thereof,
and each Continuing Bank may grant or withhold its agreement to purchase any
Loan in its absolute and sole discretion and based on such criteria as such
Continuing Bank may see fit. If a Continuing Bank, in its sole discretion,
determines that it is willing to purchase one or more Loans of the Withdrawing
Banks, such Continuing Bank shall so notify the Agent not later than the date
that is ten (10) days prior to the then-scheduled Maturity Date (without regard
to the requested extension). If more than one Continuing Bank is willing to
purchase such Loan or Loans, the Agent shall allocate such Loan or Loans to each
such Continuing Bank in such manner as the Agent in its sole discretion
determines to be equitable, but in no event shall any Continuing Bank be
obligated to purchase more than the aggregate principal amount of Loans that
such Continuing Bank has agreed to purchase. Prior to the then-scheduled
Maturity Date (without regard to the requested extension), the Agent, each of
the relevant Withdrawing Banks and each Continuing Bank that has agreed to
purchase one or more Loans shall enter into an assignment agreement,
substantially in the form of Exhibit D and otherwise in form and substance
satisfactory to the Agent, the relevant Continuing Bank(s) and the relevant
Withdrawing Bank(s), with respect to the Loans to be assigned. Such assignment
shall be made without recourse, and without representation or warranty of any
kind other than the representations and warranties set forth in Exhibit D, and
the Borrower shall deliver to such Continuing Bank a new Note evidencing the
Loan to be assigned to it. On the then-scheduled Maturity Date (without regard
to the requested extension), each Continuing Bank that has entered into such an
assignment agreement shall purchase from each Withdrawing Bank, and each such
Withdrawing Bank shall sell to each such Continuing Bank, the portion of such
Withdrawing Bank's Loan determined by the Agent as aforesaid, by paying to the
Agent, for the account of such Withdrawing Bank, a purchase price equal to the
principal amount of such Loan (or portion thereof) so purchased, and the
Borrower shall pay to the relevant Withdrawing Bank the full amount of interest
on such Loans then owed to such Withdrawing Banks and all other amounts then
owing in connection therewith. Thereafter, each portion of the Loans of the
Withdrawing Banks so purchased by Continuing Banks shall be deemed to be part of
the Loan of


                                      -13-
<PAGE>
such Continuing Bank, and shall mature and be payable on the Maturity Date as
extended by such Continuing Bank.

                  (h) If the Maturity Date shall have been extended in respect
of one or more Continuing Banks, all references herein to the "Maturity Date"
shall, with respect to the Borrower and the Loans of the Continuing Banks only,
on and after the extension, refer to the Maturity Date as so extended.

                  (i) For the avoidance of doubt, the parties hereby acknowledge
that not more than two extensions of the Maturity Date are permitted under this
Agreement.

                  SECTION 2.6. INTEREST RATES.

                  (a) Each Loan shall bear interest on the outstanding principal
amount thereof, for each Interest Period applicable thereto, at a rate per annum
equal to the sum of the Euro-Yen Margin plus the applicable Euro-Yen LIBOR for
such Interest Period. Such interest shall be payable for each Interest Period on
the last day thereof and, if such Interest Period is longer than three months,
at intervals of three months after the first day thereof.

                  "Euro-Yen Margin" means, for any day, the percentage per annum
equal to the applicable Euro-Yen Margin set forth in the table below.

<TABLE>
<CAPTION>
If the Investment                                                 The Euro-Yen
  Level Status is                                                  Margin is
  ---------------                                                  ---------
<S>                                                               <C>
Investment Level Status I                                              0.75%
Investment Level Status II                                             0.875%
Investment Level Status III                                            1.00%
Investment Level Status IV                                             1.25%
Investment Level Status V                                              1.75%
</TABLE>

                  (b) Any overdue principal of or interest on any Loan and any
other obligation payable hereunder or under the Notes in Yen shall bear
interest, payable on demand, for each day from and including the date payment
thereof was due to but excluding the date of actual payment, at a rate per annum
equal to the sum of 2% plus the higher of (i) the sum of the Euro-Yen Margin
plus the Euro-Yen LIBOR applicable to such Loan and (ii) the Euro-Yen Margin
plus the average (rounded upward, if necessary, to the next higher 1/16 of 1%)
of the respective rates per annum at which one day (or, if such amount due
remains unpaid more than three Business Days, then for such other period of time
not longer than three months as the Agent may select) deposits in Yen in an
amount approximately equal to such overdue payment due to each of the Euro-Yen
Reference Banks are offered to such Euro-Yen Reference Bank in the London
interbank market for the applicable period determined as provided above (or, if
the circumstances described in clause (a) or (b) of Section 8.1 shall exist, at
a rate per annum equal to the sum of 2% plus the Euro-Yen Margin plus the Mizuho
Prime Rate in effect for such day). Any overdue obligation payable hereunder or
under the Notes in Dollars shall bear interest, payable on demand, for each day
from and including the date payment thereof was due to but


                                      -14-
<PAGE>
excluding the date of actual payment, at a rate per annum equal to the sum of
2.50% plus the Federal Funds Rate in effect from time to time plus the Euro-Yen
Margin.

                  (c) Any Loan may be continued upon the expiration of the
then-current Interest Period with respect thereto by the Borrower giving notice
to the Agent (a "Notice of Continuation") at least four Business Days prior to
the end of such then-current Interest Period, in accordance with the applicable
provisions of the term "Interest Period" set forth in Section 1.1, of the length
of the next Interest Period to be applicable to such Loan, provided, that (i)
failure of the Borrower to deliver a timely Notice of Continuation shall be
deemed to be an irrevocable request by the Borrower for an Interest Period of
identical duration as the then-current Interest Period, and (ii) no Loan may be
continued when any Event of Default has occurred and is continuing and the Agent
has or the Required Banks have determined that such a continuation is not
appropriate; and provided further, that if any continuation is not permitted
such Loans shall be automatically converted to Prime Rate Loans on the last day
of such then-expiring Interest Period.

                  (d) If at any time a Loan is a Prime Rate Loan as provided in
Section 2.6(c), 8.1, 8.2, 8.4 or otherwise, such Loan shall bear interest on the
outstanding principal amount thereof at a rate per annum equal to the sum of the
Euro-Yen Margin plus the Mizuho Prime Rate in effect from time to time. Such
interest shall be payable on the last Business Day of each of March, June,
September and December in each year, on each date on which any principal of any
Loan shall become due and on each date on which any principal of any Loan shall
be repaid.

                  (e) The Agent shall determine each interest rate applicable to
the Loans hereunder. The Agent shall give prompt notice to the Borrower and the
participating Banks by telex or cable of each rate of interest so determined,
and its determination thereof shall be conclusive in the absence of manifest
error; provided that the Borrower shall, for a period of 60 days after such
notice is given, have the right to demonstrate that the rate of interest so
determined was not calculated in accordance with the terms of this Agreement;
provided further that until the fact that the rate of interest was not
calculated in accordance with the terms of this Agreement is demonstrated to the
satisfaction of the Agent (which must act reasonably and in good faith), the
Borrower shall continue to pay interest in accordance with the notice given.

                  (f) Each Euro-Yen Reference Bank agrees to use its best
efforts to furnish quotations to the Agent as contemplated by this Section. If
any Reference Bank does not furnish a timely quotation, the Agent shall
determine the relevant interest rate on the basis of the quotation or quotations
furnished by the remaining Euro-Yen Reference Bank or Banks or, if none of such
quotations is available on a timely basis, the provisions of Section 8.1 shall
apply.

                  (g) If for any reason any Euro-Yen Reference Bank ceases to be
a Bank, the Agent with the written consent of the Borrower, which consent shall
not be unreasonably withheld, shall appoint a successor Euro-Yen Reference Bank
which shall be one of the Banks.

                  SECTION 2.7. FEES. The Borrower agrees to pay to the Agent the
following fees:


                                      -15-
<PAGE>
                  (a) for the account of the Agent, a non-refundable facility
fee (the "Facility Fee") in an amount and at the times set forth in the Fee
Letter;

                  (b) for the account of the Arranger, an arrangement fee (the
"Arrangement Fee") in the amount and at the times set forth in the Fee Letter;
and

                  (c) for the account of the Agent, an annual agent's fee in the
amounts and at the times set forth in the Fee Letter.

                  SECTION 2.8. OPTIONAL PREPAYMENTS.

                  (a) The Borrower may, upon at least four Business Days' notice
to the Agent (which notice shall be irrevocable and shall obligate the Borrower
to make such prepayment in such amount on the date so notified), subject to the
provisions of Section 2.10, prepay the Loans in whole or in part in amounts
aggregating Y100,000,000 or any larger integral multiple of Y10,000,000, on any
Business Day by paying the principal amount to be prepaid together with accrued
interest thereon to the date of prepayment. Each such prepayment shall be
applied to prepay ratably the outstanding Loans of the several Banks included in
such Borrowing, subject to Article VIII.

                  (b) Upon receipt of a notice of prepayment pursuant to this
Section, the Agent shall promptly notify each Bank of the contents thereof and
of such Bank's ratable share (if any) of such prepayment and such notice shall
not thereafter be revocable by the Borrower.

                  SECTION 2.9. GENERAL PROVISIONS AS TO PAYMENTS.

                  (a) The Borrower shall make each payment of principal of, and
interest on, the Loans not later than 12:00 Noon (Tokyo time) on the date when
due, in Yen and in immediately available funds in Tokyo, Japan, to the Agent at
the Agent's Tokyo Office. The Borrower shall make each payment of fees and all
other amounts due hereunder (other than those provided for in the preceding
sentence) not later than 12:00 Noon (New York time) on the date when due, in
Dollars and in immediately available funds in New York, to the Agent at the
Agent's Dollar Office. All payments shall be made without set-off, counterclaim
or deduction of any kind. The Agent will promptly distribute to each Bank its
ratable share of each such payment received by the Agent for the account of the
Banks. Whenever any payment of principal of, or interest on, the Loans shall be
due on a day which is not a Business Day, the date for payment thereof shall be
extended to the next succeeding Business Day unless such Business Day falls in
another calendar month, in which case the date for payment thereof shall be the
next preceding Business Day. If the date for any payment of principal is
extended by operation of law or otherwise, interest thereon shall be payable for
such extended time.

                  (b) Unless the Agent shall have received notice from the
Borrower prior to the date on which any payment is due to the Banks hereunder
that the Borrower will not make such payment in full, the Agent may assume that
the Borrower has made such payment in full to the Agent on such date and the
Agent may, in reliance upon such assumption, cause to be distributed to each
Bank on such due date an amount equal to the amount then due such Bank. If and
to the extent that the Borrower shall not have so made such payment, each Bank
shall repay to the Agent forthwith on demand such amount distributed to such
Bank together with interest thereon,


                                      -16-
<PAGE>
for each day from the date such amount is distributed to such Bank until the
date such Bank repays such amount to the Agent, at the Federal Funds Rate.

                  SECTION 2.10. FUNDING LOSSES. If (i) the Borrower makes any
payment of principal with respect to any Loan (pursuant to Section 2.8(a),
Article VI or VIII or otherwise) on any day other than the last day of an
Interest Period applicable thereto, or the end of an applicable period fixed
pursuant to Section 2.6(d), or (ii) the Borrower fails to borrow any Loans after
notice has been given to any Bank in accordance with Section 2.3(a), or (iii)
the Borrower fails to prepay any Loan after notice thereof has been given
pursuant to Section 2.8, or (iv) any Bank is replaced pursuant to Section 8.5 on
any day other than the last day of an Interest Period, the Borrower shall
reimburse each Bank within 15 days after demand for any resulting loss or
expense incurred by it (or by an existing or prospective Participant in the
related Loan), including (without limitation) any loss incurred in obtaining,
liquidating or employing deposits from third parties, but excluding loss of
margin for the period after any such payment or failure to borrow, provided that
such Bank shall have delivered to the Borrower a certificate as to the amount of
such loss or expense, which certificate shall be conclusive in the absence of
manifest error, provided that the Borrower shall have the right, within 60 days
of receipt of such certificate, to demonstrate that the amount set forth in such
certificate is incorrect and request an adjustment of the amount to be, or
theretofore, paid.

                  SECTION 2.11. COMPUTATION OF INTEREST AND FEES. All interest
and fees shall be computed on the basis of a year of 360 days and paid for the
actual number of days elapsed (including the first day but excluding the last
day).

                  SECTION 2.12. TAXES.

                  (a) Any and all payments by the Borrower to or for the account
of any Bank or the Agent hereunder or under any Note shall be made free and
clear of and without deduction for any and all present or future taxes, duties,
levies, imposts, deductions, charges or withholdings, and all liabilities with
respect thereto, excluding, (1) in the case of each Bank and the Agent, taxes
imposed on its income, and franchise or similar taxes imposed on it, by the
jurisdiction under the laws of which such Bank or the Agent (as the case may be)
is organized, (2) in the case of each Bank, taxes imposed on its income, and
franchise or similar taxes imposed on it, by the jurisdiction of such Bank's
Euro-Yen Lending Office and (3) in the case of each Bank, taxes imposed on its
net income and franchise taxes which such Bank or Agent is subject to at the
time the Bank first becomes a party to this Agreement, at whatever rates may be
in effect for such taxes from time to time (all such non-excluded taxes, duties,
levies, imposts, deductions, charges, withholdings and liabilities being
hereinafter referred to as "Taxes"). If the 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 or the Agent, (i) the sum payable shall be increased as
necessary so that after making all required deductions (including deductions
applicable to additional sums payable under this Section 2.12) such Bank or the
Agent (as the case may be) receives an amount equal to the sum it would have
received had no such deductions been made, (ii) the Borrower shall make such
deductions, (iii) the Borrower shall pay the full amount deducted to the
relevant taxation authority or other authority in accordance with applicable law
and (iv) the Borrower shall furnish to the Agent, at its address referred to in
Section 9.1, the original or a certified copy of a receipt evidencing payment
thereof.


                                      -17-
<PAGE>
                  (b) In addition, the Borrower agrees to pay any present or
future stamp or documentary taxes and any other excise or property taxes, or
charges or similar levies which arise solely from any payment made hereunder or
under any Note or from the execution or delivery of, or otherwise with respect
to, this Agreement or any Note (hereinafter referred to as "Other Taxes").

                  (c) The Borrower agrees to indemnify each Bank and the 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 2.12) paid by such Bank or the Agent (as the case may be) and any
liability (including penalties, interest and expenses) arising therefrom or with
respect thereto. This indemnification shall be made within 15 days from the date
such Bank or the Agent (as the case may be) makes demand therefor; provided,
however, that (1) after the Borrower has made a payment pursuant to this
provision, the Borrower shall not be obligated to pay any further penalties,
interest or expenses accrued thereafter imposed by a jurisdiction with respect
to such Taxes or Other Taxes to which the payment is related and (2) if the Bank
knows or has reason to know of the imposition of any Taxes or Other Taxes for
which the Borrower is required to indemnify such Bank under this Section 2.12
and fails to promptly notify the Borrower of such imposition, the Borrower shall
not be obligated to pay any penalties, interest or expenses accrued with respect
to such Taxes or Other Taxes after the Bank has such knowledge and before the
Borrower has received such notification.

                  (d) Each Bank organized under the laws of a jurisdiction
outside the United States, on or prior to the date of its execution and delivery
of this Agreement in the case of each Bank listed on the signature pages hereof
and on or prior to the date on which it becomes a Bank in the case of each other
Bank, and from time to time thereafter if requested in writing by the Borrower
(but only so long as such Bank remains lawfully able to do so), shall provide
the Borrower with Internal Revenue Service Form W-8BEN or W-8ECI, as
appropriate, or any successor form prescribed by the Internal Revenue Service,
certifying that such Bank is entitled to benefits under an income tax treaty to
which the United States is a party which reduces the rate of withholding tax on
payments of interest or certifying that the income receivable pursuant to this
Agreement is effectively connected with the conduct of a trade or business in
the United States. If the form provided by a Bank at the time such Bank first
becomes a party to this Agreement indicates a United States interest withholding
tax rate in excess of zero, withholding tax at such rate shall be considered
excluded from "Taxes" as defined in Section 2.12(a) .

                  (e) For any period with respect to which a Bank has failed to
provide the Borrower with the appropriate form pursuant to Section 2.12(d)
(unless such failure is due to a change in treaty, law or regulation occurring
subsequent to the date on which a form originally was required to be provided),
such Bank shall not be entitled to indemnification under Section 2.12(a) with
respect to Taxes imposed by the United States; provided, however, that should a
Bank, which is otherwise exempt from or subject to a reduced rate of withholding
tax, become subject to Taxes because of its failure to deliver a form required
hereunder, the Borrower shall take such steps as such Bank shall reasonably
request to assist such Bank to recover such Taxes.

                  (f) If the Borrower is required to pay additional amounts to
or for the account of any Bank pursuant to this Section 2.12, then such Bank
will change the jurisdiction of its


                                      -18-
<PAGE>
Euro-Yen Lending Office so as to eliminate or reduce any such additional payment
which may thereafter accrue if such change, in the judgment of such Bank, is not
otherwise disadvantageous to such Bank.

                  (g) Upon a reasonable request of the Borrower, a Bank shall,
at the expense of the Borrower, seek the refund for any Taxes or Other Taxes for
which the Borrower has indemnified the Bank under this Section 2.12, provided
that such Bank, in its sole discretion, determines that the application of such
refund will not be detrimental to such Bank.

                  SECTION 2.13. REGULATION D COMPENSATION. Each Bank may require
the Borrower to pay, contemporaneously with each payment of interest on the
related Loans, additional interest on the related Loans of such Bank at a rate
per annum determined by such Bank up to but not exceeding the excess of (i) (A)
the applicable Euro-Yen LIBOR divided by (B) one minus the Euro-Yen Reserve
Percentage over (ii) the applicable Euro-Yen LIBOR. Any Bank wishing to require
payment of such additional interest (x) shall so notify the Borrower and the
Agent in writing no later than two Business Days before the making of any Loans
hereunder, in which case such additional interest on the Loans of such Bank
shall be payable to such Bank at the place indicated in such notice with respect
to each Interest Period commencing at least three Business Days after the giving
of such notice and (y) shall notify the Borrower at least five Business Days
prior to each date on which interest is payable on the Loans of the amount then
due it under this Section.

                                   ARTICLE III

                                   CONDITIONS


                  SECTION 3.1. EFFECTIVENESS. This Agreement shall become
effective on the date that each of the following conditions shall have been
satisfied (or waived in accordance with Section 9.5):

                  (a) receipt by the Agent of counterparts hereof signed by each
of the parties hereto (or, in the case of any party as to which an executed
counterpart shall not have been received, receipt by the Agent in form
satisfactory to it of telegraphic, telex, facsimile transmission or other
written confirmation from such party of execution of a counterpart hereof by
such party);

                  (b) receipt by the Agent of certified copies of the corporate
charter and by-laws of the Borrower and of all corporate action taken by the
Borrower authorizing the execution, delivery and performance of this Agreement
(including, without limitation, a certificate of the Borrower setting forth the
resolutions of the Board of Directors or the Executive Committee of the Board of
Directors authorizing the transactions contemplated thereby and a certified copy
of the by-laws provision of the Borrower authorizing the Executive Committee so
to act);

                  (c) receipt by the Agent of a certificate from the Borrower in
respect of the name and signature of each of the officers (i) who is authorized
to sign on its behalf and (ii) who will, until replaced by another officer or
officers duly authorized for that purpose, act as its


                                      -19-
<PAGE>
representative for the purposes of signing documents and giving notices and
other communications in connection with this Agreement;

                  (d) receipt by the Agent for the account of each Bank of a
duly executed Note dated on or before the Effective Date complying with the
provisions of Section 2.4;

                  (e) receipt by the Agent of an opinion of Ho-il Kim, General
Counsel of the Borrower, substantially in the form of Exhibit B hereto and
covering such additional matters relating to the transactions contemplated
hereby as the Required Banks may reasonably request;

                  (f) receipt by the Agent of an opinion of Salans, Agent's
Counsel, substantially in the form of Exhibit C hereto and covering such
additional matters relating to the transactions contemplated hereby as the
Required Banks may reasonably request;

                  (g) receipt by the Agent of (1) a notice of prepayment
addressed to Mizuho Corporate Bank, Ltd., and (2) a notice of prepayment
addressed to Yokohama Bank, each expressing the intent of the Borrower to
terminate, or cause the termination of, the commitments, and to prepay in full,
or cause the prepayment in full of, the outstanding principal amount and all
accrued interest owed to such bank with respect to the Existing Credit
Agreements no later than October 25, 2002;

                  (h) receipt by the Agent of all documents it may reasonably
request relating to the existence of the Borrower, the corporate authority for
and the validity of this Agreement and the Notes, and any other matters relevant
hereto, all in form and substance satisfactory to the Agent; and

                  (i) receipt by the Agent, for distribution to itself or the
Banks, as the case may be, of all fees to be received on or prior to the
Effective Date;

provided, that this Agreement shall not become effective or be binding on any
party hereto unless all of the foregoing conditions are satisfied not later than
October 31, 2002. The Agent shall promptly notify the Borrower and the Banks of
the Effective Date, and such notice shall be conclusive and binding on all
parties hereto.

                  SECTION 3.2. THE BORROWING. The obligation of any Bank to make
its Loan on the occasion of the Borrowing is subject to the satisfaction of the
following conditions:

                  (a) receipt by the Agent of a Notice of Borrowing as required
by Section 2.2;

                  (b) the fact that, immediately after such Borrowing, the
aggregate outstanding principal amount of the Loans will not exceed the Total
Commitment;

                  (c) the fact that, immediately before and after such
Borrowing, no Default shall have occurred and be continuing; and

                  (d) the fact that the representations and warranties of the
Borrower contained in this Agreement shall be true on and as of the date of such
Borrowing.


                                      -20-
<PAGE>
Any Borrowing hereunder shall be deemed to be a representation and warranty by
the Borrower on the date of such Borrowing as to the facts specified in clauses
(b), (c) and (d) of this Section.

                  SECTION 3.3. EXTENSION OF MATURITY DATE. The extension of the
maturity of any Loan is subject to the satisfaction of the following conditions:

                  (a) the requirements of Section 2.5 in connection with such
extension have been fulfilled;

                  (b) the fact that, immediately before and after such
Borrowing, no Default shall have occurred and be continuing; and

                  (c) the fact that the representations and warranties of the
Borrower contained in this Agreement shall be true on and as of the date of such
Borrowing.

Each extension of the maturity of a Loan shall be deemed to be a representation
and warranty by the Borrower on the date of such extension as to the facts
specified in clauses (b) and (c) of this Section.

                                  ARTICLE IV.

                         REPRESENTATIONS AND WARRANTIES

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

                  SECTION 4.1. CORPORATE EXISTENCE AND POWER. The Borrower is a
corporation duly incorporated, validly existing and in good standing under the
laws of Delaware, and has all corporate powers and all material governmental
licenses, authorizations, consents and approvals required to carry on its
business as now conducted.

                  SECTION 4.2. CORPORATE AND GOVERNMENTAL AUTHORIZATION; NO
CONTRAVENTION. The execution, delivery and performance by the Borrower of this
Agreement and the other Loan Documents are within the Borrower's corporate
powers, have been duly authorized by all necessary corporate action, require no
action by or in respect of, or filing with, any governmental body, agency or
official (other than regular informational filings with the Securities and
Exchange Commission) and do not contravene, or constitute a default under, any
provision of applicable law or regulation or of the certificate of incorporation
or by-laws of the Borrower or of any judgment, injunction, order, decree or
material agreement or instrument binding upon the Borrower or any of its
Consolidated Subsidiaries or result in the creation or imposition of any Lien on
any asset of the Borrower or any of its Consolidated Subsidiaries. In addition,
neither the Borrower nor any of its Subsidiaries is in violation of any
agreement or instrument to which it is subject or by which it or any of its
properties is bound or any decree, order, judgment, statute, law, license, rule
or regulation, in any of the foregoing cases in a manner that could result in
the imposition of substantial penalties or have a material adverse effect on the
business, assets or financial condition of the Borrower.

                  SECTION 4.3. BINDING EFFECT. This Agreement constitutes a
valid and binding agreement of the Borrower and the Notes and other Loan
Documents, when executed and


                                      -21-
<PAGE>
delivered in accordance with this Agreement, will constitute valid and binding
obligations of the Borrower.

                  SECTION 4.4. FINANCIAL INFORMATION.

                  (a) The consolidated balance sheet of the Borrower and its
Consolidated Subsidiaries as of September 30, 2001, and the related consolidated
statements of income, cash flows and stockholders' equity for the fiscal year
then ended, reported on by PricewaterhouseCoopers LLP and set forth in the
Borrower's 2001 Form 10-K405, a copy of which has been delivered to each of the
Banks, fairly present, in conformity with generally accepted accounting
principles, the consolidated financial position of the Borrower and its
Consolidated Subsidiaries as of such date and their consolidated results of
operations and cash flows for such fiscal year.

                  (b) Since September 30, 2001, except as disclosed with regard
to certain pending litigations in Part II "Other Information", Item 1 "Legal
Proceedings" of the quarterly report of the Borrower on form 10-Q for the fiscal
quarter of the Borrower ended June 30, 2002, there has been no material adverse
change in the business, financial position, results of operations or prospects
of the Borrower and its Consolidated Subsidiaries, considered as a whole.

                  SECTION 4.5. LITIGATION. Except as described in the Borrower's
2001 Form 10-K405, and except as disclosed with regard to certain pending
litigations in Part II "Other Information", Item 1 "Legal Proceedings" of the
quarterly report of the Borrower on form 10-Q for the fiscal quarter of the
Borrower ended June 30, 2002, there is no action, suit or proceeding pending
against, or to the knowledge of the Borrower threatened against or affecting,
the Borrower or any of its Consolidated Subsidiaries before any court or
arbitrator or any governmental body, agency or official which poses a material
risk of being adversely determined and, if so determined, might reasonably be
expected to materially adversely affect the business; consolidated financial
position or consolidated results of operations of the Borrower and its
Consolidated Subsidiaries considered as a whole or which in any manner draws
into question the validity of this Agreement or the other Loan Documents.

                  SECTION 4.6. COMPLIANCE WITH ERISA. Each member of the ERISA
Group has fulfilled its obligations under the minimum funding standards of ERISA
and the Internal Revenue Code with respect to each Plan and is in compliance in
all respects material to the Borrower and its Consolidated Subsidiaries
considered as a whole with the presently applicable provisions of ERISA and the
Internal Revenue Code with respect to each Plan. No member of the ERISA Group
has within the past five years (i) sought a waiver of the minimum funding
standard under Section 412 of the Internal Revenue Code in respect of any Plan,
(ii) failed to make any contribution or payment to any Plan or Multiemployer
Plan, or made any amendment to any Plan which has resulted or could reasonably
be expected to result in the imposition of a Lien under Section 302 (f) of
ERISA, Section 412(n) of the Internal Revenue Code or any successor provision
thereto or the posting of a bond or other security under Section 307 of ERISA,
Section 401(a)(29) of the Internal Revenue Code or any successor provision
thereto in excess of $20,000,000 or (iii) incurred any liability in excess of
$10,000,000 under Title IV of ERISA other than a liability to the PBGC for
premiums under Section 4007 of ERISA.


                                      -22-
<PAGE>
                  SECTION 4.7. ENVIRONMENTAL MATTERS. In the ordinary course of
its business, the Borrower conducts an ongoing review of the effect of
Environmental Laws on the business, operations and properties of the Borrower
and its Consolidated Subsidiaries, in the course of which, taking into account
the requirements of such Environmental Laws, it makes a reasonable effort to
identify and evaluate known and potential associated liabilities and costs
(including, without limitation, any capital or operating expenditures required
for clean-up or closure of properties presently or previously owned, any capital
or operating expenditures required to achieve or maintain compliance with
Environmental Laws or as a condition of any license, permit or contract held or
entered into by the Borrower or any Consolidated Subsidiary, any related
constraints on operating activities, including any periodic or permanent
shutdown of any facility or reduction in the level of or change in the nature of
operations conducted thereat and any actual or potential material liabilities to
third parties, including employees of the Borrower and its Consolidated
Subsidiaries and any related costs and expenses). On the basis of this review,
the Borrower has reasonably concluded that such liabilities and costs, including
the cost of compliance with and liabilities arising under Environmental Laws,
are unlikely to have a material adverse effect on the business, financial
condition, results of operations or prospects of the Borrower and its
Consolidated Subsidiaries, considered as a whole.

                  SECTION 4.8. TAXES. United States Federal income tax returns
of the Borrower and its Consolidated Subsidiaries have been examined and closed
through the fiscal year ended September 30, 1996. The Borrower and its
Consolidated 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 Borrower or any Subsidiary, except such taxes or
assessments, if any, as are being contested in good faith by appropriate
proceedings or where the failure to do so does not materially adversely affect
the Borrower and its Consolidated Subsidiaries, considered as a whole. The
charges, accruals and reserves on the books of the Borrower and its Consolidated
Subsidiaries in respect of taxes or other governmental charges are, in the
opinion of the Borrower, adequate.

                  SECTION 4.9. SUBSIDIARIES. Each of the Borrower's Subsidiaries
is duly organized, validly existing and in good standing under the laws of the
jurisdiction of its organization and has all corporate powers and authority and
all material governmental licenses, authorizations, consents and approvals
required to carry on its business as now conducted.

                  SECTION 4.10. GOVERNMENTAL REGULATION.

                  (a) The Borrower is not an "investment company", or a company
"controlled" by an "investment company", within the meaning of the Investment
Company Act of 1940, as amended.

                  (b) The Borrower is not subject to regulation under the Public
Utility Holding Company Act or the Federal Power Act or any other equivalent
state or federal law.

                  SECTION 4.11. FULL DISCLOSURE. All information heretofore
furnished by the Borrower to the Agent or any Bank for purposes of or in
connection with this Agreement or any transaction contemplated hereby is, and
all such information hereafter furnished by the Borrower



                                      -23-

<PAGE>
to the Agent or any Bank will be, true and accurate in all material respects on
the date as of which such information is stated or certified. The Borrower has
disclosed to the Banks in writing any and all facts known to the Borrower's
management which materially and adversely affect, or may affect (to the extent
the Borrower's management can now reasonably foresee), the business, operations
or financial condition of the Borrower and its Consolidated Subsidiaries, taken
as a whole, or the ability of the Borrower to perform its obligations under this
Agreement.

                                    ARTICLE V

                                    COVENANTS

            The Borrower agrees that, so long as any Loan or Note is outstanding
or any Bank has any Commitment hereunder:

            SECTION 5.1. INFORMATION. The Borrower will deliver to each of the
Banks:

            (a) as soon as available and in any event within 95 days after the
end of each fiscal year of the Borrower, a consolidated balance sheet of the
Borrower and its Consolidated Subsidiaries as of the end of such fiscal year and
the related consolidated statements of income, cash flow and stockholders'
equity for such fiscal year, setting forth in each case in comparative form the
figures for the previous fiscal year, all reported on in a manner acceptable to
the Securities and Exchange Commission by PricewaterhouseCoopers LLP or other
independent accountants of nationally recognized standing;

            (b) as soon as available and in any event within 50 days after the
end of each of the first three quarters of each fiscal year of the Borrower, a
consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as
of the end of such quarter and the related consolidated statements of income,
cash flow and stockholders' equity for such quarter and for the portion of the
Borrower's fiscal year ended at the end of such quarter, setting forth in each
case in comparative form the figures for the corresponding quarter and the
corresponding portion of the Borrower's previous fiscal year, all certified
(subject to normal year-end adjustments) as to fairness of presentation,
generally accepted accounting principles and consistency by the chief financial
officer or the chief accounting officer of the Borrower;

            (c) simultaneously with the delivery of each set of financial
statements referred to in clauses (a) and (b) above, a certificate of the chief
financial officer or the chief accounting officer of the Borrower (i) setting
forth in reasonable detail the calculations required to establish whether the
Borrower was in compliance with the requirements of Sections 5.7 to 5.14,
inclusive, on the date of such financial statements and (ii) stating whether any
Default exists on the date of such certificate and, if any Default then exists,
setting forth the details thereof and the action which the Borrower is taking or
proposes to take with respect thereto;

            (d) simultaneously with the delivery of each set of financial
statements referred to in clause (a) above, a statement of the firm of
independent accountants which reported on such statements whether anything has
come to their attention to cause them to believe that any Default existed on the
date of such statements, provided, however, that no such statement shall be
required if there are no Loans outstanding at the end of the applicable fiscal
year;

                                      -24-
<PAGE>
            (e) within five Business Days after any officer of the Borrower
obtains knowledge of any Default, if such Default is then continuing, a
certificate of the chief financial officer or the chief accounting officer of
the Borrower setting forth the details thereof and the action which the Borrower
is taking or proposes to take with respect thereto;

            (f) promptly upon the mailing thereof to the shareholders of the
Borrower generally, copies of all financial statements, reports and proxy
statements so mailed;

            (g) promptly upon the filing thereof, copies of all registration
statements (other than the exhibits thereto and any registration statements on
Form S-8 or its equivalent) and reports on Forms 10-K, 10-Q and 8-K (or their
equivalents) which the Borrower shall have filed with the Securities and
Exchange Commission;

            (h) if and when any member of the ERISA Group (i) gives or is
required to give notice to the PBGC of any "reportable event" (as defined in
Section 4043 of ERISA) with respect to any Plan which might constitute grounds
for a termination of such Plan under Title IV of ERISA, or knows that the plan
administrator of any Plan has given or is required to give notice of any such
reportable event, a copy of the notice of such reportable event given or
required to be given to the PBGC; (ii) receives notice of complete or partial
withdrawal liability under Title IV of ERISA with respect to a Multiemployer
Plan or notice that any Multiemployer Plan is in reorganization, is insolvent or
has been terminated, a copy of such notice; (iii) receives notice from the PBGC
under Title IV of ERISA of an intent to terminate, impose liability (other than
for premiums under Section 4007 of ERISA) in respect of, or appoint a trustee to
administer any Plan which is a defined benefit pension plan, a copy of such
notice; (iv) applies for a waiver of the minimum funding standard under Section
412 of the Internal Revenue Code, a copy of such application; (v) gives notice
of intent to terminate any Plan under Section 4041(c) of ERISA, a copy of such
notice and other information filed with the PBGC; (vi) gives notice of
withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such
notice; or (vii) fails to make any payment or contribution to any Plan or
Multiemployer Plan or makes any amendment to any Plan which has resulted or
could reasonably be expected to result in the imposition of a Lien under Section
302 (f) of ERISA or Section 412(n) of the Internal Revenue Code or any successor
provision thereto or the posting of a bond or other security under Section 307
of ERISA or Section 401(a)(29) of the Internal Revenue Code or any successor
provision thereto, a certificate of the chief financial officer or the chief
accounting officer of the Borrower setting forth details as to such occurrence
and action, if any, which the Borrower or applicable member of the ERISA Group
is required or proposes to take;

            (i) if and when any officer of the Borrower obtains knowledge of any
actual or pending change in the rating of the Borrower's outstanding senior
unsecured long-term debt securities or commercial paper by Moody's or S&P, a
certificate of the chief financial officer or the chief accounting officer of
the Borrower setting forth the details thereof;

            (j) if and when any officer of the Borrower obtains knowledge of any
reason why the Agent and each Bank may not conclusively rely on the certificate
from the Borrower in respect of the names and signatures of authorized officers
delivered pursuant to Section 3.1(c) of this Agreement, a notice in writing from
the Borrower setting forth the details thereof; and

                                      -25-
<PAGE>
            (k) from time to time such additional information regarding the
financial position or business of the Borrower and its Subsidiaries as the
Agent, at the request of any Bank, may reasonably request.

            The Banks and the Agent understand that some of the information
furnished to them pursuant to this Section 5.1 may be received by them prior to
the time such information shall have been made public, and the Banks and the
Agent agree that upon written notice from the Borrower that any such written
information has not been made public they will keep such information furnished
to them pursuant to this Section 5.1 confidential in accordance with their
normal procedures for handling confidential information and will make no use of
such information or disclosure of such information to other Persons who have not
been furnished such information until it shall have become public through no
fault of any of the Banks, except to the extent that such use or disclosure (i)
is in connection with matters involving this Agreement, or any assignment and
assumption agreement with Assignees or participation agreements with
Participants or (ii) is made in accordance with obligations under law or
regulations or in response to requests from governmental agencies or authorities
pursuant to subpoenas or other process to make information available to
governmental agencies and examiners or to others. Notwithstanding the foregoing,
the Banks may make information furnished to them pursuant to this Section 5.1
available to their Assignees or Participants or proposed Assignees or
Participants, provided that such Persons have agreed in writing to be bound by
the confidentiality provisions set forth in this Section.

            SECTION 5.2. PAYMENT OF OBLIGATIONS. The Borrower will pay and
discharge, and will cause each Consolidated Subsidiary to pay and discharge, at
or before maturity, all their respective material obligations and liabilities,
including, without limitation, tax liabilities, except where the same may be
contested in good faith by appropriate proceedings, and will maintain, and will
cause each Subsidiary to maintain, in accordance with generally accepted
accounting principles, appropriate reserves for the accrual of any of the same.
In addition, the Borrower will duly and punctually pay or cause to be paid the
principal and interest on the Loans, the Facility Fee and all other amounts
provided for in this Agreement and the other Loan Documents to which the
Borrower is a party, all in accordance with the terms of this Agreement and such
other Loan Documents.

            SECTION 5.3. MAINTENANCE OF PROPERTY; INSURANCE.

            (a) The Borrower will keep, and will cause each Consolidated
Subsidiary to keep, all of its properties used or useful in the conduct of its
business or the business of such Subsidiary to be maintained and kept in good
condition, repair and working order and supplied with all necessary equipment
and will cause to be made all necessary repairs, renewals, replacements,
betterments and improvements thereof, all as in the judgment of the Borrower may
be necessary so that the business carried on in connection therewith may be
properly and advantageously conducted at all times; provided, that nothing in
this clause (a) shall prevent the Borrower or any of its Consolidated
Subsidiaries from discontinuing the operations and maintenance of any of its
properties or those of its Consolidated Subsidiaries if such discontinuance is,
in the judgment of the Borrower or such Subsidiary, desirable in the conduct of
its or their business and which do not in the aggregate materially adversely
affect the business of the Borrower and its Consolidated Subsidiaries considered
as a whole.

                                      -26-
<PAGE>
            (b) The Borrower will, and will cause each of its Consolidated
Subsidiaries to, maintain (either in the name of the Borrower or in such
subsidiary's own name) with financially sound and reputable insurance companies,
insurance on such of their respective properties in at least such amounts and
against at least such risks (and with such risk retention) as are usually
insured against in the same general area by companies of established repute
engaged in the same or similar business; and will furnish to the Banks, upon
request from the Agent, information presented in reasonable detail (but not
including the actual insurance policy) as to the insurance so carried.

            SECTION 5.4. CONDUCT OF BUSINESS AND MAINTENANCE OF EXISTENCE. The
Company will do or cause to be done, and will cause each of its Consolidated
Subsidiaries to do or cause to be done, all things necessary to preserve and
keep in full force and effect its existence and good standing under the laws of
its jurisdiction of incorporation, maintain its qualification to do business in
each state in which the failure to do so would have a material adverse effect on
the condition, financial or otherwise, of the Borrower and its Consolidated
Subsidiaries considered as a whole, and maintain all of the rights and
franchises reasonably necessary to the conduct of the business of the Borrower
and its Consolidated Subsidiaries considered as a whole; provided that nothing
in this Section 5.4 shall prohibit mergers or consolidations or sales of assets
not prohibited by Sections 5.11 and 5.12 hereof or prevent the Borrower from
liquidating or selling any of its Consolidated Subsidiaries.

            SECTION 5.5. COMPLIANCE WITH LAWS. The Borrower will comply, and
cause each Consolidated Subsidiary to comply, in all material respects with all
material applicable laws, ordinances, rules, regulations, and requirements of
governmental authorities (including, without limitation, Environmental Laws and
ERISA and the rules and regulations thereunder) except where the necessity of
compliance therewith is contested in good faith by appropriate proceedings.

            SECTION 5.6. INSPECTION OF PROPERTY, BOOKS AND RECORDS. The Borrower
will keep, and will cause each Consolidated Subsidiary to keep, proper books of
record and account in which full, true and correct entries shall be made of all
dealings and transactions in relation to its business and activities; and will
permit, and will cause each Consolidated Subsidiary to permit, representatives
of any Bank at such Bank's expense to visit and inspect any of their respective
properties, and, for the purposes of verifying compliance with this Agreement or
the accuracy of the financial information provided hereunder, to examine and
make abstracts from any of their respective books and records and to discuss
their respective affairs, finances and accounts with their respective officers,
employees and independent public accountants, all at such reasonable times and
as often as may reasonably be desired.

            SECTION 5.7. DEBT. Consolidated Debt minus the lesser of (x)
$50,000,000 and (y) the amount of Temporary Cash Investments (at book value)
then held in the Borrower's corporate cash management system will not exceed 56%
of Total Capitalization at any time. Total Debt of all Consolidated Subsidiaries
(excluding Debt of a Consolidated Subsidiary to the Borrower or to another
Consolidated Subsidiary) will at no time exceed 25% of Total Capitalization. For
purposes of this Section any preferred stock of a Consolidated Subsidiary held
by a Person other than the Borrower or a Consolidated Subsidiary shall be
included, at the higher of its voluntary or involuntary liquidation value, in
"Consolidated Debt" and in the "Debt"

                                      -27-
<PAGE>
of such Consolidated Subsidiary. Consolidated Debt arising in connection with
any Receivables Transactions shall not exceed $100,000,000 in the aggregate.

            SECTION 5.8. DEBT SERVICE. The ratio at each fiscal quarter end of
(a) Consolidated EBITDA for the four fiscal quarters then ended to (b)
Consolidated Total Interest Expense for such four fiscal quarters will at no
time be less than 3.50 to 1.00.

            SECTION 5.9. INVESTMENTS. Neither the Borrower nor any Consolidated
Subsidiary will make, acquire or hold any Investment in any Person other than:

            (a)   Investments in Subsidiaries and Equity Affiliates (including
investments in entities which, as a result of such Investment, become
Subsidiaries or Equity Affiliates) and Investments in Aearo Corporation (the
"Designated Company") or any successor to any of such entities, provided that
the Borrower and its Consolidated Subsidiaries may continue to hold Investments
in any entity which was, or is the successor (by merger, acquisition or
otherwise) to a Subsidiary or Equity Affiliate whether or not such entity
remains a Subsidiary or Equity Affiliate and may take and hold Investments in
any affiliate of such a successor received in connection with any such merger,
acquisition or similar transaction;

            (b)   Temporary Cash Investments;

            (c)   Investments in securities commonly known as "commercial paper"
issued by a corporation organized and existing under the laws of the United
States of America or any state thereof that at the time of purchase have been
rated and the ratings for which are not less than "P2" if rated by Moody's, and
not less than "A2" if rated by S&P;

            (d)   Investments consisting of Margin Stock, provided that the
aggregate book value of all Investments in Margin Stock held at any time under
this Section 5.9 does not exceed $20,000,000 (excluding the stock of the
Borrower), and provided further that the making, acquisition or holding of such
Investments does not cause or result in any violation of the provisions of
Regulation U;

            (e)   Investments in the Borrower by any Consolidated Subsidiary;
and

            (f)   any Investment not otherwise permitted by the foregoing
clauses of this Section if, immediately after such Investment is made or
acquired, the aggregate net book value of all Investments permitted by this
clause (e) does not exceed 10% of Consolidated Tangible Net Worth.

            SECTION 5.10. NEGATIVE PLEDGE. Neither the Borrower nor any
Consolidated Subsidiary will create, assume or suffer to exist any Lien on any
asset now owned or hereafter acquired by it, except:

            (a)   Liens existing on the date of this Agreement securing Debt
outstanding on the date of this Agreement in an aggregate principal amount not
exceeding $40,000,000;

            (b)   any Lien existing on any asset of any corporation at the time
such corporation becomes a Consolidated Subsidiary and not created in
anticipation thereof;


                                      -28-
<PAGE>
            (c)   any Lien on any asset securing Debt incurred or assumed for
the purpose of financing all or any part of the cost of acquiring such asset
(including an asset to be held pursuant to a capital lease), provided that such
Lien attaches to such asset concurrently with or within 90 days after the
acquisition thereof;

            (d)   any Lien on any asset of any corporation existing at the time
such corporation is merged or consolidated with or into the Borrower or a
Consolidated Subsidiary and not created in anticipation thereof;

            (e)   any Lien existing on any asset prior to the acquisition
thereof by the Borrower or a consolidated Subsidiary and not created in
contemplation of such acquisition;

            (f)   any Lien arising out of the refinancing, extension, renewal or
refunding of any Debt secured by any Lien permitted by any of the foregoing
clauses of this Section, provided that such Debt is not increased and is not
secured by any additional assets;

            (g)   Liens arising in the ordinary course of its business which (i)
do not secure Debt, (ii) do not secure any single obligation in an amount
exceeding $75,000,000 and (iii) do not in the aggregate materially detract from
the value of its assets or materially impair the use thereof in the operation of
its business;

            (h)   any purchase money mortgages and Liens created in respect of
property acquired pursuant to Investments made after the date of this Agreement
in specialty chemical businesses located outside North America and Western
Europe, provided that (i) no such mortgage or Lien shall extend to or cover any
other property of the Borrower or any Consolidated Subsidiary and (ii) the
aggregate principal amount of all liabilities secured by all mortgages and Liens
in respect of such property (whether or not the Borrower or any Consolidated
Subsidiary assumes or becomes liable for such liabilities) shall not at any time
exceed 100% of the purchase price of such property;

            (i)   any Lien on Margin Stock;

            (j)   any Lien on accounts receivable and related rights of the
Borrower arising in connection with a Receivables Transaction; provided that no
such Lien shall extend to any assets other than the accounts receivable and
related rights subject to such Receivables Transaction; and

            (k)   Liens not otherwise permitted by the foregoing clauses of this
Section securing Debt in an aggregate principal amount at any time outstanding
not to exceed 10% of Consolidated Tangible Net Worth.

            SECTION 5.11. CONSOLIDATIONS AND MERGERS. The Borrower will not (i)
consolidate or merge with or into any other Person unless upon completion of
such merger or consolidation the surviving entity is the Borrower or (ii) sell,
lease or otherwise transfer, directly or indirectly, in any one transaction or
series of related transactions, all or substantially all of the assets of the
Borrower and its Consolidated Subsidiaries, taken as a whole, to any other
Person.


                                      -29-
<PAGE>
            SECTION 5.12. SALES OF ASSETS. Except as provided in Section 5.3,
the Borrower shall maintain direct ownership of substantially all of the
tangible and intangible assets employed in connection with (x) the Borrower's
United States domestic carbon black business and (y) the Borrower's United
States domestic fumed silica business, and shall conduct such businesses
generally in the same manner and to the same extent as conducted by the Borrower
on September 30, 2001 and as described in the Borrower's 2001 Form 10-K405.

            SECTION 5.13. USE OF PROCEEDS. The proceeds of the Loans made under
this Agreement will be used by the Borrower to refinance the Indebtedness under
the Existing Credit Agreements (all of which shall have been repaid in full
within three Business Days after the date on which the Borrowing of the Loans is
made). No portion of the proceeds of the Loans shall be used, directly or
indirectly, for the purpose, whether immediate, incidental or ultimate, of
buying or carrying Margin Stock, and without limiting the generality of the
foregoing, in no event shall such proceeds be used in any manner which would
result in a violation of Regulation U or any other applicable law or regulation.

            SECTION 5.14. TRANSACTIONS WITH AFFILIATES. Neither the Borrower nor
any Consolidated Subsidiary will directly or indirectly engage in any
transaction (including, without limitation, the purchase, sale or exchange of
assets or the rendering of any service) with any Affiliate, except upon terms
that are no less favorable to the Borrower or such Consolidated Subsidiary than
those which might be obtained in an arm's-length transaction at the time with
Persons which are not Affiliates.

                                   ARTICLE VI

                                    DEFAULTS

            SECTION 6.1. EVENTS OF DEFAULT. If one or more of the following
events ("Events of Default") shall have occurred and be continuing:

            (a)   the Borrower shall fail to pay any principal of any Loan when
the same shall become due and payable, whether at the stated maturity or any
accelerated date of maturity or at any other date fixed for payment, or shall
fail to pay within five days of the due date thereof any interest, fees or any
other amount payable hereunder;

            (b)   the Borrower shall fail to observe or perform any covenant
contained in Sections 5.7 to 5.14, inclusive;

            (c)   the Borrower shall fail to observe or perform any covenant or
agreement contained in this Agreement (other than those covered by clause (a) or
(b) above) for 30 days after written notice thereof has been given to the
Borrower by the Agent at the request of any Bank;

            (d)   any representation, warranty, certification or statement made
by the Borrower in this Agreement or in any certificate, financial statement or
other document delivered pursuant to this Agreement shall prove to have been
incorrect in any material respect when made (or deemed made);


                                      -30-
<PAGE>
            (e)   the Borrower or any Subsidiary shall fail to make any payment
in respect of any Material Debt when due, taking into account any applicable
grace period;

            (f)   any event or condition shall occur which results in the
acceleration of the maturity of any Material Debt or enables the holder of such
Debt or any Person acting on such holder's behalf to accelerate the maturity
thereof;

            (g)   the Borrower or any Subsidiary or Subsidiaries in which the
Borrower's aggregate direct and indirect Investment is at least $20,000,000 (or
its equivalent in other currencies) shall commence a voluntary case or other
proceeding seeking liquidation, reorganization or other relief with respect to
itself or themselves or its or their debts under any bankruptcy, insolvency or
other similar law now or hereafter in effect or seeking the appointment of a
trustee, receiver, liquidator, custodian or other similar official of it or them
or any substantial part of its or their property, or shall consent to any such
relief or to the appointment of or taking possession by any such official in an
involuntary case or other proceeding commenced against it or them, or shall make
a general assignment for the benefit of creditors, or shall fail generally to
pay its or their debts as they become due, or shall take any corporate action to
authorize any of the foregoing;

            (h)   an involuntary case or other proceeding shall be commenced
against the Borrower or any Subsidiary or Subsidiaries in which the Borrower's
aggregate direct and indirect Investment is at least $20,000,000 (or its
equivalent in other currencies) seeking liquidation, reorganization or other
relief with respect to it or them or its or their debts under any bankruptcy,
insolvency or other similar law now or hereafter in effect or seeking the
appointment of a trustee, receiver, liquidator, custodian or other similar
official of it or them or any substantial part of its or their property, and
such involuntary case or other proceeding shall remain undismissed and unstayed
for a period of 60 days; or an order for relief shall be entered against the
Borrower or any subsidiary or subsidiaries in which the Borrower's aggregate
direct and indirect Investment is at least $20,000,000 (or its equivalent in
other currencies) under the federal bankruptcy laws as now or hereafter in
effect;

            (i)   any member of the ERISA Group shall fail to pay when due an
amount or amounts aggregating in excess of $20,000,000 which it shall have
become liable to pay under Title IV of ERISA and such amount shall continue to
be unpaid and unstayed for a period of 10 days; or notice of intent to terminate
a Material Plan in a distress termination shall be filed under Title IV of ERISA
by any member of the ERISA Group, any plan administrator of any such Material
Plan or any combination of the foregoing; or the PBGC shall institute
proceedings under Title IV of ERISA to terminate, to impose liability (other
than for premiums under Section 4007 of ERISA) in respect of, or to cause a
trustee to be appointed to administer any Material Plan; or a condition
specified in ERISA Section 4042(a) (other than the condition specified in ERISA
Section 4042(a)(4)) shall exist by reason of which the PBGC would be entitled to
obtain a decree adjudicating that any Material Plan must be terminated; or there
shall occur a complete or partial withdrawal from, or a default, within the
meaning of Section 4219(c)(5) of ERISA, with respect to, one or more
Multiemployer Plans which could cause one or more members of the ERISA Group to
incur a current payment obligation in excess of $25,000,000;


                                      -31-
<PAGE>
            (j)   a judgment or order for the payment of money in excess of
$20,000,000 shall be rendered against the Borrower or any Subsidiary and such
judgment or order shall continue unsatisfied and unstayed for a period of 10
days;

            (k)   there shall occur any "Event of Default" as defined in any of
the Other Credit Facilities or any of the Existing Credit Agreements;

            (l)   any principal of or interest on the Existing Credit Agreements
or any other amount in connection therewith shall not have been repaid in full
within three Business Days after the date of the Borrowing hereunder; or

            (m)   any person or group of persons (within the meaning of Section
13 of the Securities Exchange Act of 1934, as amended), other than members of
the Cabot family or Persons holding securities for the benefit of members of the
Cabot family or employee benefit plans holding securities for the benefit of
Cabot employees, shall have acquired beneficial ownership (within the meaning of
Rule 13d-3 promulgated by the Securities and Exchange Commission under said Act)
of 25% or more of the outstanding shares of common stock of the Borrower; or,
during any period of 24 consecutive calendar months, individuals who were
directors of the Borrower on the first day of such period shall cease to
constitute a majority of the board of directors of the Borrower;

then, and in every such event, the Agent shall (i) if requested by Banks having
more than 50% in aggregate amount of the Commitments, by notice to the Borrower
terminate the Commitments and they shall thereupon terminate, and (ii) if
requested by Banks holding Loans evidencing more than 50% in aggregate principal
amount of the Loans by notice to the Borrower declare all amounts owing with
respect to this Agreement, the Notes (together with accrued interest thereon)
and the other Loan Documents to be, and they shall thereupon become, immediately
due and payable without presentment, demand, protest or other notice of any
kind, all of which are hereby expressly waived by the Borrower; provided, that
in the case of any of the Events of Default specified in clause (g) or (h) above
with respect to the Borrower, without any notice to the Borrower or any other
act by the Agent or the Banks, the Commitments shall thereupon terminate and all
amounts owing with respect to this Agreement, the Notes (together with accrued
interest thereon) and the other Loan Documents shall become immediately due and
payable without presentment, demand, protest or other notice of any kind, all of
which are hereby waived by the Borrower.

            SECTION 6.2. NOTICE OF DEFAULT. The Agent shall give notice to the
Borrower under Section 6.1(c) promptly upon being requested to do so by any Bank
and shall thereupon notify all the Banks thereof.

            SECTION 6.3. REMEDIES. In case any one or more of the Events of
Default shall have occurred and be continuing, and whether or not the Banks
shall have accelerated the maturity of the Loans pursuant to Section 6.1, each
Bank, if owed any amount with respect to the Loans, may proceed to protect and
enforce its rights by suit in equity, action at law or other appropriate
proceeding, whether for the specific performance of any covenant or agreement
contained in this Agreement and the other Loan Documents or any instrument
pursuant to which the obligations to such Lender are evidenced, including as
permitted by applicable law the


                                      -32-
<PAGE>
obtaining of the ex parte appointment of a receiver, and, if such amount shall
have become due, by declaration or otherwise, proceed to enforce the payment
thereof or any other legal or equitable right of such Lender. No remedy herein
conferred upon any Bank or the Agent or the holder of any Note is intended to be
exclusive of any other remedy and each and every remedy shall be cumulative and
shall be in addition to every other remedy given hereunder or now or hereafter
existing at law or in equity or by statute or any other provision of law.

                                  ARTICLE VII

                                   THE AGENT

            SECTION 7.1. APPOINTMENT AND AUTHORIZATION.

            (a)   Each Bank irrevocably appoints and authorizes the Agent to
take such action as agent on its behalf and to exercise such powers under this
Agreement and the other Loan Documents as are delegated to the Agent by the
terms hereof or thereof, together with all such powers as are reasonably
incidental thereto provided that no duties or responsibilities not expressly
assumed herein or therein shall be implied to have been assumed by the Agent.

            (b)   The relationship between the Agent and each of the Banks is
that of an independent contractor. The use of the term "Agent" is for
convenience only and is used to describe, as a form of convention, the
independent contractual relationship between the Agent and each of the Banks.
Nothing contained in this Agreement nor the other Loan Documents shall be
construed to create an agency, trust or other fiduciary relationship between the
Agent and any of the Banks.

            (c)   As an independent contractor empowered by the Banks to
exercise certain rights and perform certain duties and responsibilities
hereunder and under the other Loan Documents, the Agent is nevertheless a
"representative" of the Banks, as that term is defined in Article 1 of the
Uniform Commercial Code, for purposes of actions for the benefit of the Banks
and the Agent with respect to any and all collateral security and guaranties
contemplated by the Loan Documents. Such actions include the designation of the
Agent as "secured party", "mortgagee" or the like on all financing statements
and other documents and instruments, whether recorded or otherwise, relating to
the attachment, perfection, priority or enforcement of any security interests,
mortgages or deeds of trust in collateral security intended to secure the
payment or performance of any of the obligations, all for the benefit of the
Banks and the Agent.

            SECTION 7.2. AGENT AND AFFILIATES. Mizuho shall have the same rights
and powers under this Agreement as any other Bank and may exercise or refrain
from exercising the same as though it were not the Agent, and Mizuho and its
affiliates may accept deposits from, lend money to, and generally engage in any
kind of business with the Borrower or any Subsidiary or affiliate of the
Borrower as if it were not the Agent hereunder.

            SECTION 7.3. ACTION BY AGENT. The obligations of the Agent hereunder
are only those expressly set forth herein. Without limiting the generality of
the foregoing, the Agent shall not be required to take any action with respect
to any Default, except as expressly provided in Article VI.


                                      -33-
<PAGE>
            SECTION 7.4. CONSULTATION WITH EXPERTS. The Agent may consult with
legal counsel (who may be counsel for the Borrower), independent public
accountants and other experts selected by the Agent and shall not be liable for
any action taken or omitted to be taken by the Agent in good faith in accordance
with the advice of such counsel, accountants or experts.

            SECTION 7.5. LIABILITY OF AGENT. Neither the Agent nor any of its
affiliates nor any of their respective directors, officers, agents or employees
shall be liable for any action taken or not taken by it in connection herewith
(i) with the consent or at the request of the Required Banks or (ii) in the
absence of its own gross negligence or willful misconduct. Neither the Agent nor
any of its affiliates nor any of their 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 Agreement or any borrowing hereunder; (ii) the performance or observance of
any of the covenants or agreements of the Borrower; (iii) the satisfaction of
any condition specified in Article III, except receipt of items required to be
delivered to the Agent; or (iv) the validity, effectiveness or genuineness of
this Agreement, the Notes or any other instrument or writing furnished in
connection herewith. The Agent shall not incur any liability by acting in
reliance upon any notice, consent, certificate, statement, or other writing
(which may be a bank wire, telex or similar writing) believed by it to be
genuine or to be signed by the proper party or parties.

            SECTION 7.6. INDEMNIFICATION. Each Bank shall, ratably in accordance
with its Commitment, indemnify the Agent, its affiliates and their respective
directors, officers, agents and employees (to the extent not reimbursed by the
Borrower) against any cost, expense (including counsel fees and disbursements),
claim, demand, action, loss or liability (except such as result from such
indemnitees' gross negligence or willful misconduct) that such indemnitees may
suffer or incur in connection with this Agreement or any action taken or omitted
by such indemnitees hereunder.

            SECTION 7.7. CREDIT DECISION. Each Bank acknowledges that it has,
independently and without reliance upon the Agent or any other Bank, and based
on such documents and information as it has deemed appropriate, made its own
credit analysis and decision to enter into this Agreement. Each Bank also
acknowledges that it will, independently and without reliance upon the 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 any action under this Agreement.

            SECTION 7.8. SUCCESSOR AGENT. The Agent may resign at any time by
giving written notice thereof to the Banks and the Borrower. Upon any such
resignation, the Required Banks with the written consent of the Borrower, which
consent shall not be unreasonably withheld, shall have the right to appoint a
successor Agent. If no successor Agent shall have been so appointed by the
Required Banks, and shall have accepted such appointment, within 30 days after
the retiring Agent gives notice of resignation, then the retiring Agent may, on
behalf of the Banks, appoint a successor Agent, which shall be a commercial bank
organized or licensed under the laws of the United States of America or of any
State thereof and having a combined capital and surplus of at least $50,000,000.
Upon the acceptance of its appointment as Agent hereunder by a successor Agent,
such successor Agent shall thereupon succeed to and become vested with all the
rights and duties of the retiring Agent, and the retiring Agent shall be


                                      -34-
<PAGE>
discharged from its duties and obligations hereunder. After any retiring Agent's
resignation hereunder as Agent, the provisions of this Article shall inure to
its benefit as to any actions taken or omitted to be taken by it while it was
Agent.

            SECTION 7.9. AGENT'S FEE. The Borrower shall pay to the Agent for
its own account fees in the amounts and at the times set forth in the Fee
Letter.

            SECTION 7.10. DELINQUENT BANK. Notwithstanding anything to the
contrary contained in this Agreement or any of the other Loan Documents, any
Bank that fails (a) to make available to the Agent its pro rata share of any
Borrowing or (b) to comply with the provisions of Section 9.4 with respect to
making dispositions and arrangements with the other Banks, where such Bank's
share of any payment received, whether by setoff or otherwise, is in excess of
its pro rata share of such payments due and payable to all of the Banks, in each
case as, when and to the full extent required by the provisions of this
Agreement, shall be deemed delinquent (a "Delinquent Lender") and shall be
deemed a Delinquent Lender until such time as such delinquency is satisfied. A
Delinquent Lender shall be deemed to have assigned any and all payments due to
it from the Borrower, whether on account of outstanding Loans, interest, fees or
otherwise, to the remaining nondelinquent Banks for application to, and
reduction of, their respective pro rata shares of all outstanding Loans. The
Delinquent Lender hereby authorizes the Agent to distribute such payments to the
nondelinquent Banks in proportion to their respective pro rata shares of all
outstanding Loans. A Delinquent Lender shall be deemed to have satisfied in full
a delinquency when and if, as a result of application of the assigned payments
to all outstanding Loans of the nondelinquent Banks, the Banks' respective pro
rata shares of all outstanding Loans have returned to those in effect
immediately prior to such delinquency and without giving effect to the
nonpayment causing such delinquency.

                                  ARTICLE VIII

                            CHANGE IN CIRCUMSTANCES

            SECTION 8.1. BASIS FOR DETERMINING INTEREST RATE INADEQUATE OR
UNFAIR. If on or prior to the first day of any Interest Period for the
Borrowing:

            (a)   the Agent is advised by the Euro-Yen Reference Banks that
deposits in Yen (in the applicable amounts) are not being offered to the
Euro-Yen Reference Banks in the relevant market for such Interest Period, or

            (b)   Banks having 50% or more of the aggregate principal amount of
the Loans advise the Agent that the Euro-Yen LIBOR as determined by the Agent
will not adequately and fairly reflect the cost to such Banks of funding their
Loans for such Interest Period,

the Agent shall forthwith give notice thereof to the Borrower and the Banks,
whereupon until the Agent notifies the Borrower that the circumstances giving
rise to such suspension no longer exist, the obligations of the Banks to make
Loans shall be suspended. Unless the Borrower notifies the Agent at least two
Business Days before the first day of any Interest Period of Loans for which a
Notice of Continuation has previously been given that it elects not to borrow on
such


                                      -35-
<PAGE>
date, such Loan shall bear interest for each day from and including the first
day to but excluding the last day of each Interest Period applicable thereto as
a Prime Rate Loan.

            SECTION 8.2. ILLEGALITY. If, on or after the date of this Agreement,
the adoption of any applicable law, rule or regulation, 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
Euro-Yen Lending office) with any request or directive (whether or not having
the force of law) of any such authority, central bank or comparable agency shall
make it unlawful or impossible for any Bank (or its Euro-Yen Lending office) to
make, maintain or fund its Euro-Yen Loans and such Bank shall so notify the
Agent, the Agent shall forthwith give notice thereof to the other Banks and the
Borrower, whereupon until such Bank notifies the Borrower and the Agent that the
circumstances giving rise to such suspension no longer exist, the obligation of
such Bank to make Euro-Yen Loans shall be suspended. Before giving any notice to
the Agent pursuant to this Section, such Bank shall designate a different
Euro-Yen Lending Office if such designation will avoid the need for giving such
notice and will not, in the judgment of such Bank, be otherwise disadvantageous
to such Bank. If such Bank shall determine that it may not lawfully continue to
maintain and fund any of its outstanding Euro-Yen Loans to maturity and shall so
specify in such notice, the Borrower shall immediately prepay in full the then
outstanding principal amount of each such Loan, together with accrued interest
thereon. Concurrently with prepaying each such Euro-Yen Loan, the Borrower shall
borrow a Prime Rate Loan in an equal principal amount from such Bank (on which
interest and principal shall be payable in accordance with Section 2.6(d)), and
such Bank shall make such Prime Rate Loan.

            SECTION 8.3. INCREASED COST AND REDUCED RETURN.

            (a)   If on or after the date hereof, the adoption of any applicable
law, rule or regulation, 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 Euro-Yen Lending Office) with any
request or directive (whether or not having the force of law) of any such
authority, central bank or comparable agency shall impose, modify or deem
applicable any reserve (including, without limitation, any such requirement
imposed by the Board of Governors of the Federal Reserve System, but excluding
with respect to any Loan any such requirement with respect to which such Bank is
entitled to compensation during the relevant Interest Period under Section
2.13), special deposit, insurance assessment or similar requirement against
assets of, deposits with or for the account of, or credit extended by, any Bank
(or its Euro-Yen Lending Office) or shall impose on any Bank (or its Euro-Yen
Lending Office) or on the United States market for certificates of deposit or
the London interbank market any other condition affecting its Loans, its Note or
its obligation to make Loans and the result of any of the foregoing is to
increase the cost to such Bank (or its Euro-Yen Lending Office) of making or
maintaining any Loan, or to reduce the amount of any sum received or receivable
by such Bank (or its Euro-Yen Lending Office) under this Agreement or under any
Loan Document with respect thereto, by an amount deemed by such Bank to be
material, then, within 15 days after demand by such Bank (with a copy to the
Agent), the Borrower shall pay to such Bank such additional amount or amounts as
will compensate such Bank for such increased cost or reduction. The Borrower's
obligation under this Section 8.3(a)


                                      -36-
<PAGE>
shall be limited to paying any costs which the Bank incurs after or within 45
days prior to receipt by the Borrower of the notice provided for under Section
8.3(c).

            (b)   If any Bank shall have determined that, after the date hereof,
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 any request
or directive regarding capital adequacy (whether or not having the force of law)
of any such authority, central bank or comparable agency, has or would have the
effect of reducing the rate of return on capital of such Bank (or its Parent) as
a consequence of such Bank's obligations hereunder to a level below that which
such Bank (or its Parent) could have achieved but for such adoption, change,
request or directive (taking into consideration its policies with respect to
capital adequacy) by an amount deemed by such Bank to be material, then from
time to time, within 15 days after demand by such Bank (with a copy to the
Agent), the Borrower shall pay to such Bank such additional amount or amounts as
will compensate such Bank (or its Parent) for such reduction. The Borrower's
obligation under this Section 8.3(b) shall be limited to paying any costs which
the Bank incurs after or within 90 days prior to receipt by the Borrower of the
notice provided for under Section 8.3(c) unless such costs were incurred prior
to such 90 day period as a result of such present or future applicable law being
retroactive to a date which occurred prior to such 90 day period and such Bank
or, as the case may be, the Agent, has given notice to the Borrower of the
effectiveness of such law within 90 days after the effective date thereof.

            (c)   Each Bank will promptly notify the Borrower 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 Euro-Yen Lending Office if such designation will avoid the need for,
or reduce the amount of, such compensation and will not, in the judgment of such
Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank
claiming compensation under this Section and setting forth the calculation in
reasonable detail of the additional amount or amounts to be paid to it hereunder
shall be conclusive in the absence of manifest error, provided that the Borrower
shall have the right, within 60 days of receipt of such certificate, to
demonstrate that the amount set forth in such certificate is incorrect and
request an adjustment of the amount to be, or theretofore, paid. In determining
such amount, such Bank may use any reasonable averaging and attribution methods.

            SECTION 8.4. PRIME RATE LOANS SUBSTITUTED FOR AFFECTED LOANS. If (i)
the obligation of any Bank to make Loans has been suspended pursuant to Section
8.2 or (ii) any Bank has demanded compensation under Section 8.3(a) and the
Borrower shall, by at least five Business Days' prior notice to such Bank
through the Agent, have elected that the provisions of this Section shall apply
to such Bank, then, unless and until such Bank notifies the Borrower that the
circumstances giving rise to such suspension or demand for compensation no
longer apply:

            (a)   all Loans which then bear interest on the basis of Euro-Yen
LIBOR shall be made instead as Prime Rate Loans (on which interest and principal
shall be payable contemporaneously with the related Loans of the other Banks),
and


                                      -37-
<PAGE>
            (b)   after each of its Euro-Yen Loans has been repaid, all payments
of principal which would otherwise be applied to repay such Euro-Yen Loans shall
be applied to repay its Prime Rate Loans instead.

            SECTION 8.5. SUBSTITUTION OF BANK. If (i) any Bank has required the
Borrower to pay additional amounts to or for the account of any Bank pursuant to
Section 2.12, (ii) the obligation of any Bank to make Euro-Yen Loans has been
suspended pursuant to Section 8.2 or (iii) any Bank has demanded compensation
under Section 8.3, the Borrower shall, upon at least three Business Days' notice
to the Agent, have the right, with the assistance of the Agent, to seek a
mutually satisfactory substitute bank or banks (which may be one or more of the
Banks) to purchase the Loan and assume the Commitment (if any) of such Bank, for
a purchase price equal to the full principal amount of such Bank's outstanding
Loans, plus all interest thereon to the date of purchase and all other amounts
then payable to such Bank.

                                   ARTICLE IX

                                  MISCELLANEOUS

            SECTION 9.1. NOTICES. All notices, requests and other communications
to any party hereunder shall be in writing (including bank wire, facsimile
transmission or similar writing) and shall be given to such party: (x) in the
case of the Borrower or the Agent, at its address set forth on the signature
pages hereof, (y) in the case of any Bank, at its address or facsimile number
set forth in its Administrative Questionnaire or (z) in the case of any party,
such other address as such party may hereafter specify for the purpose by notice
to the Agent and the Borrower. Each such notice, request or other communication
shall be effective (i) if given by mail, when delivered or (ii) if given by any
other means, when delivered at the address specified in this Section; provided
that notices to the Agent under Article II or Article VIII shall not be
effective until received.

            SECTION 9.2. NO WAIVERS. No failure or delay by the Agent or any
Bank in exercising any right, power or privilege hereunder or under any Note
shall operate as a waiver thereof nor shall any single or partial exercise
thereof preclude any other or further exercise thereof or the exercise of any
other right, power or privilege. The rights and remedies herein provided shall
be cumulative and not exclusive of any rights or remedies provided by law.

            SECTION 9.3. EXPENSES: DOCUMENTARY TAXES; INDEMNIFICATION.

            (a)   The Borrower shall pay (i) all out-of-pocket expenses of the
Agent and the Arranger, including fees and disbursements of special counsel for
the Agent and the Arranger, in connection with the preparation of this
Agreement, any waiver or consent hereunder or any amendment hereof or any
Default or alleged Default hereunder and (ii) if an Event of Default occurs, all
out-of-pocket expenses incurred by the Agent and each Bank, including fees and
disbursements of counsel, in connection with such Event of Default and
collection, bankruptcy, insolvency and other enforcement proceedings resulting
therefrom. The Borrower shall indemnify each Bank against any transfer taxes
(except in the case of any voluntary transfer by a Bank to an Assignee or
Participant hereunder), documentary taxes, assessments or charges made


                                      -38-
<PAGE>
by any governmental authority by reason of the execution and delivery of this
Agreement or the Notes.

            (b)   The Borrower agrees to indemnify each Bank, the Agent and the
Arranger and hold each such Person harmless from and against any and all
liabilities, losses, damages, costs and expenses of any kind, including, without
limitation, the reasonable fees and disbursements of counsel, which may be
incurred by such Person in connection with any investigative, administrative or
judicial proceeding (whether or not such Person shall be designated a party
thereto) relating to or arising out of this Agreement or any actual or proposed
use of proceeds of Loans hereunder; provided that no Person shall have the right
to be indemnified hereunder for its own gross negligence or willful misconduct
as determined by a court of competent jurisdiction.

            SECTION 9.4. SETOFF. The Borrower hereby grants to the Agent and
each of the Banks a continuing lien, security interest and right of setoff as
security for all liabilities and obligations to the Agent and each Bank, whether
now existing or hereafter arising, upon and against all deposits, credits,
collateral and property, now or hereafter in the possession, custody,
safekeeping or control of the Agent or such Bank or any affiliate of any Bank
and their successors and assigns or in transit to any of them. Regardless of the
adequacy of any collateral, if any of the obligations owing from the Borrower to
the Agent or any Bank hereunder are due and payable and have not been paid or
any Event of Default shall have occurred, any deposits or other sums credited by
or due from any of the Banks to the Borrower and any securities or other
property of the Borrower in the possession of such Bank may be applied to or set
off by such Bank against the payment of such obligations and any and all other
liabilities, direct, or indirect, absolute or contingent, due or to become due,
now existing or hereafter arising, of the Borrower to such Bank. ANY AND ALL
RIGHTS TO REQUIRE ANY BANK TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO
ANY OTHER COLLATERAL WHICH SECURES SUCH OBLIGATIONS, PRIOR TO EXERCISING ITS
RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF THE
BORROWER ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED. Each of the
Banks agree with each other Bank that (a) if an amount to be set off is to be
applied to Indebtedness of the Borrower to such Bank, other than Indebtedness
evidenced by the Notes held by such Bank, such amount shall be applied ratably
to such other Indebtedness and to the Indebtedness evidenced by all such Notes
held by such Bank, and (b) if such Bank shall receive from the Borrower, whether
by voluntary payment, exercise of the right of setoff, counterclaim, cross
action, enforcement of the claim evidenced by the Notes held by such Bank by
proceedings against the Borrower at law or in equity or by proof thereof in
bankruptcy, reorganization, liquidation, receivership or similar proceedings, or
otherwise, and shall retain and apply to the payment of the Note or Notes held
by such Bank any amount in excess of its ratable portion of the payments
received by all of the Banks with respect to the Notes held by all of the Banks,
such Bank will make such disposition and arrangements with the other Banks with
respect to such excess, either by way of distribution, pro tanto assignment of
claims, subrogation or otherwise as shall result in each Bank receiving in
respect of the Notes held by it, its proportionate payment as contemplated by
this Agreement; provided that if all or any part of such excess payment is
thereafter recovered from such Bank, such disposition and arrangements shall be
rescinded and the amount restored to the extent of such recovery, but without
interest.


                                      -39-
<PAGE>
            SECTION 9.5. AMENDMENTS AND WAIVERS. Any provision of this Agreement
or the other Loan Documents may be amended or waived if, but only if, such
amendment or waiver is in writing and is signed by the Borrower and the Required
Banks (and, if the rights or duties of the Agent are affected thereby, by the
Agent); provided that no such amendment or waiver shall, unless signed by all
the Banks, (i) increase the Commitment of any Bank or subject any Bank to any
additional obligation, (ii) reduce the principal of or rate of interest on any
Loan or any fees hereunder, (iii) postpone the date fixed for any payment of
principal of or interest on any Loan or any fees hereunder or for any reduction
or termination of any Commitment or postpone or extend the Termination Date or
(iv) change the percentage of the Commitments or of the aggregate unpaid
principal amount of the Loans or Notes, or the number of Banks, which shall be
required for the Banks or any of them to take any action under this Section or
any other provision of this Agreement or otherwise amend or waive this Section
9.5.

            SECTION 9.6. SUCCESSORS AND ASSIGNS.

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

            (b)   Any Bank may at any time grant to one or more banks or other
institutions (each a "Participant") participating interests in its Commitment or
any or all of its Loans and in all or a portion of such Bank's rights and
obligations under this Agreement and the other Loan Documents. In the event of
any such grant by a Bank of a participating interest to a Participant, whether
or not upon notice to the Borrower and the Agent, such Bank shall remain
responsible for the performance of its obligations hereunder, and the Borrower
and the Agent shall continue to deal solely and directly with such Bank in
connection with such Bank's rights and obligations under this Agreement. Any
agreement pursuant to which any Bank may grant such a participating interest
shall provide that such Bank shall retain the sole right and responsibility to
enforce the obligations of the Borrower hereunder including, without limitation,
the right to approve any amendment, modification or waiver of any provision of
this Agreement; provided that such participation agreement may provide that such
Bank will not agree to any modification, amendment or waiver of this Agreement
described in clause (i), (ii) or (iii) of Section 9.5 which would directly
affect the Participant without the consent of the Participant. The Borrower
agrees that each Participant shall, to the extent provided in its participation
agreement, be entitled to the benefits of Article VIII with respect to its
participating interest. An assignment or other transfer which is not permitted
by subsection (c) or (d) below shall be given effect for purposes of this
Agreement only to the extent of a participating interest granted in accordance
with this subsection (b).

            (c)   Any Bank may at any time assign to one or more banks or other
institutions (each an "Assignee") all, or a proportionate part of all, of its
rights and obligations under this Agreement (including all or a portion of its
Commitment Percentage and Commitment and the same portion of the Loans at the
time owing to it and the Notes held by it) (provided that any such assignment
shall be of an amount not less than Y1,200,000,000), and such Assignee shall
assume such rights and obligations, pursuant to an Assignment and Assumption
Agreement in substantially the form of Exhibit D hereto executed by such
Assignee and such transferor


                                      -40-
<PAGE>
Bank, with (and subject to) the subscribed consent of the Agent and, unless a
Default or Event of Default shall have occurred and be continuing, the Borrower,
which consent by the Agent and the Borrower shall not be unreasonably held;
provided, that if an Assignee is another Bank or is an affiliate of such
transferor Bank, no such consent shall be required. Upon execution and delivery
of such instrument and payment by such Assignee to such transferor Bank of an
amount equal to the purchase price agreed between such transferor Bank and such
Assignee, such Assignee shall be a Bank party to this Agreement and shall have
all the rights and obligations of a Bank with a Commitment and/or Loans as set
forth in such instrument of assumption, and the transferor Bank shall be
released from its obligations hereunder to a corresponding extent, and no
further consent or action by any party shall be required.

            Upon the consummation of any assignment pursuant to this subsection
(c), the transferor Bank, the Agent and the Borrower shall make appropriate
arrangements so that, if required, a new Note is issued to the Assignee. In
connection with any such assignment, the transferor Bank shall pay to the Agent
an administrative fee for processing such assignment in the amount of $3,500. If
the Assignee is not incorporated under the laws of the United States of America
or a state thereof, it shall deliver to the Borrower and the Agent certification
as to exemption from deduction or withholding of any United States federal
income taxes in accordance with Section 2.12.

            (d)   Any Bank may at any time assign all or any portion of its
rights under this Agreement and its Note to a Federal Reserve Bank. No such
assignment shall release the transferor Bank from its obligations hereunder.

            (e)   No Assignee, Participant or other transferee of any Bank's
rights shall be entitled to receive any greater payment under Section 2.12 or
8.3 than such Bank would have been entitled to receive with respect to the
rights transferred, unless such transfer is made with the Borrower's prior
written consent or by reason of the provisions of Section 2.12, 8.2 or 8.3
requiring such Bank to designate a different Euro-Yen Lending Office under
certain circumstances or at a time when the circumstances giving rise to such
greater payment did not exist.

            SECTION 9.7. COLLATERAL. Each of the Banks represents to the Agent
and each of the other Banks that it in good faith is not relying upon any Margin
Stock as collateral in the extension or maintenance of the credit provided for
in this Agreement.

            SECTION 9.8. GOVERNING LAW: SUBMISSION TO JURISDICTION. This
Agreement and each Note shall be governed by and construed in accordance with
the laws of the State of New York. The Borrower hereby submits to the
nonexclusive jurisdiction of the United States District Court for the Southern
District of New York and of any New York State court sitting in New York City
for purposes of all legal proceedings arising out of or relating to this
Agreement or the transactions contemplated hereby. The Borrower irrevocably
waives, to the fullest extent permitted by law, any objection which it may now
or hereafter have to the laying of the venue of any such proceeding brought in
such a court and any claim that any such proceeding brought in such a court has
been brought in an inconvenient forum.


                                      -41-
<PAGE>
            SECTION 9.9. COUNTERPARTS: INTEGRATION. This Agreement may be signed
in any number of counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.
This Agreement constitutes the entire agreement and understanding among the
parties hereto and supersedes any and all prior agreements and understandings,
oral or written, relating to the subject matter hereof.

            SECTION 9.10. WAIVER OF JURY TRIAL. EACH OF THE BORROWER, THE AGENT
AND THE BANKS HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN
ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.

            SECTION 9.11. SEVERABILITY. The provisions of this Agreement are
severable and if any one clause or provision hereof shall be held invalid or
unenforceable in whole or in part in any jurisdiction, then such invalidity or
unenforceability shall affect only such clause or provision, or part thereof, in
such jurisdiction, and shall not in any manner affect such clause or provision
in any other jurisdiction, or any other clause or provision of this Agreement in
any jurisdiction.

            SECTION 9.12. JUDGMENT CURRENCY.

            (a)   The Borrower's obligations hereunder and the Borrower's
obligations under the other Loan Documents to make payments in Yen or Dollars,
as the case may be for the relevant payment as provided in Section 2.9 (in each
case, the "Obligation Currency") shall not be discharged or satisfied by any
tender or recovery pursuant to any judgment expressed in or converted into any
currency other than the Obligation Currency, except to the extent that such
tender or recovery results in the effective receipt by the Agent or a Bank of
the full amount of the Obligation Currency expressed to be payable to the Agent
or such Bank under this Agreement or the other Loan Documents. If, for the
purpose of obtaining or enforcing judgment against the Borrower in any court or
in any jurisdiction, it becomes necessary to convert into or from any currency
other than the Obligation Currency (such other currency being hereinafter
referred to as the "Judgment Currency") an amount due in the Obligation
Currency, the conversion shall be made, at the rate of exchange (as generally
quoted by the Agent or, if the Agent does not quote a rate of exchange on such
currency, by a known dealer in such currency designated by the Agent)
determined, in each case, as of the date immediately preceding the day on which
the judgment is given (such Business Day being hereinafter referred to as the
"Judgment Currency Conversion Date").

            (b)   If there is a change in the rate of exchange prevailing
between the Judgment Currency Conversion Date and the date of actual payment of
the amount due, the Borrower covenants and agrees to pay, or cause to be paid,
such additional amounts, if any (but in any event not a lesser amount), as may
be necessary to ensure that the amount paid in the Judgment Currency, when
converted at the rate of exchange prevailing on the date of payment, will
produce the amount of the Obligation Currency that could have been purchased
with the amount of Judgment Currency stipulated in the judgment or judicial
award at the rate of exchange prevailing on the Judgment Currency Conversion
Date.


                                      -42-
<PAGE>
            (c)   For purposes of determining the rate of exchange for this
Section, such amounts shall include any premium and costs payable in connection
with the purchase of the Obligation Currency.

               [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]


                                      -43-
<PAGE>
            IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed by their respective authorized officers as of the day and year
first above written.

                                     CABOT CORPORATION


                                     By  /s/ Janis O. Studer
                                         ---------------------------------------
                                         Name:  Janis O. Studer
                                         Title: Treasurer

                                     Address for Notices:

                                     Two Seaport Lane
                                     Suite 1300
                                     Boston, Massachusetts  02210-2019
                                     Attention: Treasurer

                                     with a copy to:

                                     Two Seaport Lane
                                     Suite 1300
                                     Boston, Massachusetts 02210-2019
                                     Attention: General Counsel

                                     Telecopier No.:  617-342-6073


                                      -44-
<PAGE>
                                     MIZUHO CORPORATE BANK, LTD.,
                                     NEW YORK BRANCH, as a Bank
                                       and as Agent

                                      By /s/ John Dippo
                                         ---------------------------------------
                                         Name:  John Dippo
                                         Title: Senior Vice President

                                     Address for Notices:

                                     1251 Avenue of the Americas
                                     New York, New York 10020

                                     Telecopier No.: (212) 282-4489

                                     WACHOVIA BANK, NATIONAL ASSOCIATION,
                                     as a Bank


                                     By  /s/ Christa P. Holland
                                         ---------------------------------------
                                         Name:  Christa P. Holland
                                         Title: Vice President

                                     COMMERZBANK AG, NEW YORK AND GRAND CAYMAN
                                     BRANCHES, as a Bank


                                     By  /s/ Robert Donohue
                                         ---------------------------------------
                                         Name:  Robert Donohue
                                         Title: Senior Vice President

                                     By  /s/ Peter Doyle
                                         ---------------------------------------
                                         Name:  Peter Doyle
                                         Title: Vice President


                                      -45-
<PAGE>
                                                                      Schedule 1


                                   COMMITMENTS

<TABLE>
<CAPTION>
                                                                              Commitment
Bank                                                      Commitment          Percentage
----                                                      ----------          ----------
<S>                                                       <C>                 <C>
Mizuho Corporate Bank, Ltd., New York Branch              Y3,720,000,000        40.00

Wachovia Bank, National Association                       Y3,100,000,000        33.33

Commerzbank AG, New York and Grand Cayman Branches        Y2,480,000,000        26.67
                                                          --------------        ------

Total                                                     Y9,300,000,000        100.00
</TABLE>


                                      -46-
<PAGE>
                                                                      Schedule 2

                         EXISTING CREDIT AGREEMENTS OF
                            SHOWA CABOT SUPERMETALS

<TABLE>
<CAPTION>
Counterparty                      Loaned Date        Current Maturity Date     Principal, Millions Yen
------------                      -----------        ---------------------     -----------------------
<S>                            <C>                   <C>                       <C>
Mizuho Corporate Bank, Ltd.    July 31, 2001         October 31, 2002                     450

Mizuho Corporate Bank, Ltd.    July 31, 2001         October 31, 2002                     400

Mizuho Corporate Bank, Ltd.    November 27, 1997     November 29, 2002                    750

Mizuho Corporate Bank, Ltd.    August 31, 2001       November 29, 2002                    100

Mizuho Corporate Bank, Ltd.    August 31, 2001       November 29, 2002                    150

Mizuho Corporate Bank, Ltd.    April 28, 2000        September 30, 2004                 1,300

Mizuho Corporate Bank, Ltd.    April 28, 2000        April 28, 2005                       800

Mizuho Corporate Bank, Ltd.    May 31, 2000          May 31, 2005                       1,200

Mizuho Corporate Bank, Ltd.    April 27, 2001        April 28, 2006                     1,500

Mizuho Corporate Bank, Ltd.    May 7, 2001           April 28, 2006                     1,000

Yokohama Bank                  June 30, 2001         September 30, 2002                   300

Yokohama Bank                  August 31, 2001       September 30, 2002                   100

Yokohama Bank                  August 31, 2001       September 30, 2002                   100

Yokohama Bank                  August 31, 2001       September 30, 2002                   250

Yokohama Bank                  November 29, 1997     November 29, 2002                    250

Yokohama Bank                  April 28, 2000        April 28, 2005                       200
</TABLE>


                                      -47-
<PAGE>
                                                                       EXHIBIT A


                                  FORM OF NOTE

Y____________________________________                         New York, New York
                                                              ____________, 2002

            For value received, CABOT CORPORATION (the "Borrower"), a Delaware
corporation (the "Borrower"), promises to pay to the order of [NAME OF BANK]
(the "Bank"), for the account of its Applicable Lending Office, the sum of
[AMOUNT IN NUMBERS] Japanese Yen (Y___________________), being the principal
amount of the Loan made by the Bank to the Borrower pursuant to the Loan
Agreement referred to below (the "Loan"), on the Maturity Date. The Borrower
further promises to pay interest on the unpaid principal amount of the Loan on
the dates and at the rate or rates provided for in the Loan Agreement. All such
payments of principal and interest shall be made in lawful money of Japan in
immediately available funds at the Agent's Yen Office, without set-off,
counterclaim or deduction of any kind.

            As used in this Note, the following terms shall have the following
meanings:

            "Business Day" means any day except a Saturday, Sunday or other day
on which commercial banks in New York City or Tokyo, Japan are not authorized by
law to close, and which is also a day on which commercial banks are open for
international business (including dealings in Yen deposits) in London or such
other Euro-Yen interbank market as may be selected by the Agent in its sole
discretion acting in good faith.

            "Maturity Date" means, (a) initially, October [__], 2005, or, if
October [__], 2005 is not a Business Day, the next preceding Business Day, and
(b) if the Lender holding such Loan has agreed to an extension of the maturity
therefor in accordance with Section 2.5, the Business Day to which such maturity
has been so extended in accordance with said Section.

            All Loans made by the Bank, the respective types and maturities
thereof and all repayments of the principal thereof shall be recorded by the
Bank and, if the Bank so elects in connection with any transfer or enforcement
hereof, appropriate notations to evidence the foregoing information with respect
to each such Loan then outstanding may be endorsed by the Bank on the schedule
attached hereto, or on a continuation of such schedule attached to and made a
part hereof; provided that the failure of the Bank to make any such recordation
or endorsement shall not affect the obligations of the Borrower hereunder or
under the Loan Agreement.
<PAGE>
            This note is one of the Notes referred to in the Loan Agreement
dated as of October 15, 2002 among the Borrower, the banks listed on the
signature pages thereof and Mizuho Corporate Bank, Limited, New York Branch, as
Agent (as the same may be amended from time to time, the "Loan Agreement").
Except as expressly defined in this Note, terms defined in the Loan Agreement
are used herein with the same meanings. Reference is made to the Loan Agreement
for provisions for the prepayment hereof and the acceleration of the maturity
hereof.

                                                       CABOT CORPORATION



                                                       By_______________________
                                                         Name:
                                                         Title:

</TEXT>
</DOCUMENT>
