ALBERTSONS INC /DE/
EXHIBIT 10.52
<DOCUMENT>
<TYPE>EX-10.52
<SEQUENCE>4
<FILENAME>v01591exv10w52.txt
<DESCRIPTION>EXHIBIT 10.52
<TEXT>
<PAGE>

                                                                   Exhibit 10.52

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

                                                       CUSIP No. Deal: 01310SAC5
                                                 Revolving Commitment: 01310SAD3

                           FIVE-YEAR CREDIT AGREEMENT

                            Dated as of June 17, 2004

                                      among

                               ALBERTSON'S, INC.,
                                as the Borrower,

                             BANK OF AMERICA, N.A.,
           as Administrative Agent, Swing Line Lender and as a Lender,

                                       and

                         The Other Lenders Party Hereto

                         BANC OF AMERICA SECURITIES LLC,
                                       as
                    Sole Lead Arranger and Sole Book Manager

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

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
        Section                                                                                                Page
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<S>                                                                                                            <C>
ARTICLE I.            DEFINITIONS AND ACCOUNTING TERMS......................................................     1

         1.01     Defined Terms.............................................................................     1

         1.02     Other Interpretive Provisions.............................................................    18

         1.03     Accounting Terms..........................................................................    18

         1.04     Rounding..................................................................................    19

         1.05     References to Agreements and Laws.........................................................    19

         1.06     Times of Day..............................................................................    19

         1.07     Covenant Acquisition Adjustments..........................................................    19

ARTICLE II.           THE COMMITMENTS AND CREDIT EXTENSIONS.................................................    19

         2.01     Committed Loans...........................................................................    19

         2.02     Borrowings, Conversions and Continuations of Committed Loans..............................    20

         2.03     Bid Loans.................................................................................    21

         2.04     Swing Line Loans..........................................................................    24

         2.05     Prepayments...............................................................................    27

         2.06     Termination or Reduction of Commitments...................................................    27

         2.07     Repayment of Loans........................................................................    28

         2.08     Interest..................................................................................    28

         2.09     Fees......................................................................................    29

         2.10     Computation of Interest and Fees..........................................................    30

         2.11     Evidence of Debt..........................................................................    30

         2.12     Payments Generally........................................................................    31

         2.13     Sharing of Payments.......................................................................    32

         2.14     Increase in Commitments...................................................................    33

ARTICLE III.          TAXES, YIELD PROTECTION AND ILLEGALITY................................................    34

         3.01     Taxes.....................................................................................    34

         3.02     Illegality................................................................................    35

         3.03     Inability to Determine Rates..............................................................    35

         3.04     Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurodollar Rate Loans....    36

         3.05     Compensation for Losses...................................................................    37
</TABLE>

                                       i

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<TABLE>
<S>                                                                                                             <C>
         3.06     Matters Applicable to all Requests for Compensation.......................................    37

         3.07     Survival..................................................................................    37

         3.08     Replacement Lenders.......................................................................    37

ARTICLE IV.           CONDITIONS PRECEDENT TO CREDIT EXTENSIONS.............................................    38

         4.01     Conditions of Initial Credit Extension....................................................    38

         4.02     Conditions to all Credit Extensions.......................................................    40

ARTICLE V.            REPRESENTATIONS AND WARRANTIES........................................................    40

         5.01     Existence, Qualification and Power; Compliance with Laws..................................    40

         5.02     Authorization; No Contravention...........................................................    41

         5.03     Governmental Authorization; Other Consents................................................    41

         5.04     Binding Effect............................................................................    41

         5.05     Financial Statements......................................................................    41

         5.06     Litigation................................................................................    42

         5.07     No Default................................................................................    42

         5.08     Ownership of Property; Liens..............................................................    42

         5.09     Environmental Compliance..................................................................    42

         5.10     Insurance.................................................................................    42

         5.11     Taxes.....................................................................................    42

         5.12     ERISA Compliance..........................................................................    42

         5.13     Subsidiaries..............................................................................    43

         5.14     Margin Regulations; Investment Company Act; Public Utility Holding Company Act............    43

         5.15     Disclosure................................................................................    43

         5.16     Compliance with Laws......................................................................    44

ARTICLE VI.           AFFIRMATIVE COVENANTS.................................................................    44

         6.01     Financial Statements......................................................................    44

         6.02     Certificates; Other Information...........................................................    45

         6.03     Notices...................................................................................    46

         6.04     Payment of Obligations....................................................................    46

         6.05     Preservation of Existence, Etc............................................................    47

         6.06     Maintenance of Properties.................................................................    47

         6.07     Maintenance of Insurance..................................................................    47
</TABLE>

                                       ii

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<TABLE>
<S>                                                                                                             <C>
         6.08     Compliance with Laws......................................................................    47

         6.09     Books and Records.........................................................................    47

         6.10     Inspection Rights.........................................................................    47

         6.11     Use of Proceeds...........................................................................    48

         6.12     Further Assurances........................................................................    48

ARTICLE VII.          NEGATIVE COVENANTS....................................................................    48

         7.01     Liens.....................................................................................    48

         7.02     Indebtedness..............................................................................    49

         7.03     Fundamental Changes.......................................................................    50

         7.04     Change in Nature of Business..............................................................    50

         7.05     Burdensome Agreements.....................................................................    50

         7.06     Use of Proceeds...........................................................................    51

         7.07     Financial Covenants.......................................................................    51

         7.08     Real Property Dispositions................................................................    52

ARTICLE VIII.         EVENTS OF DEFAULT AND REMEDIES........................................................    53

         8.01     Events of Default.........................................................................    53

         8.02     Remedies Upon Event of Default............................................................    55

         8.03     Application of Funds......................................................................    55

ARTICLE IX.           ADMINISTRATIVE AGENT..................................................................    56

         9.01     Appointment and Authorization of Administrative Agent.....................................    56

         9.02     Delegation of Duties......................................................................    56

         9.03     Liability of Administrative Agent.........................................................    56

         9.04     Reliance by Administrative Agent..........................................................    57

         9.05     Notice of Default.........................................................................    57

         9.06     Credit Decision; Disclosure of Information by Administrative Agent........................    57

         9.07     Indemnification of Administrative Agent...................................................    58

         9.08     Administrative Agent in its Individual Capacity...........................................    58

         9.09     Successor Administrative Agent............................................................    59

         9.10     Administrative Agent May File Proofs of Claim.............................................    59

         9.11     Other Agents; Arrangers and Managers......................................................    60

ARTICLE X.            MISCELLANEOUS.........................................................................    60

         10.01    Amendments, Etc...........................................................................    60
</TABLE>

                                      iii

<PAGE>

<TABLE>
<S>                                                                                                            <C>
         10.02    Notices and Other Communications; Facsimile Copies........................................    61

         10.03    No Waiver; Cumulative Remedies............................................................    62

         10.04    Attorney Costs, Expenses and Taxes........................................................    63

         10.05    Indemnification by the Borrower...........................................................    63

         10.06    Payments Set Aside........................................................................    64

         10.07    Successors and Assigns....................................................................    64

         10.08    Confidentiality...........................................................................    67

         10.09    Set-off...................................................................................    68

         10.10    Interest Rate Limitation..................................................................    68

         10.11    Counterparts..............................................................................    68

         10.12    Integration...............................................................................    68

         10.13    Survival of Representations and Warranties................................................    68

         10.14    Severability..............................................................................    69

         10.15    Tax Forms.................................................................................    69

         10.16    Governing Law.............................................................................    71

         10.17    Waiver of Right to Trial by Jury..........................................................    71

         10.18    ENTIRE AGREEMENT..........................................................................    72

         10.19    USA PATRIOT Act Notice....................................................................    72

SIGNATURES..................................................................................................   S-1
</TABLE>

SCHEDULES

         2.01     Commitments and Pro Rata Shares

         10.02    Administrative Agent's Office, Certain Addresses for Notices

EXHIBITS
                  FORM OF

         A        Committed Loan Notice

         B-1      Bid Request

         B-2      Competitive Bid

         C        Swing Line Loan Notice

         D        Assignment and Assumption

         E        Compliance Certificate

         F        Note

         G        Opinion Matters

                                       iv

<PAGE>

                                       v

<PAGE>

                           FIVE-YEAR CREDIT AGREEMENT

      This FIVE-YEAR CREDIT AGREEMENT ("Agreement") is entered into as of June
17, 2004, among ALBERTSON'S, INC., a Delaware corporation (the "Borrower"), each
lender from time to time party hereto (collectively, the "Lenders" and
individually, a "Lender"), and BANK OF AMERICA, N.A., as Administrative Agent
and Swing Line Lender.

      The Borrower has requested that the Lenders provide a five-year revolving
credit facility, and the Lenders are willing to do so on the terms and
conditions set forth herein.

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

                                   ARTICLE I
                        DEFINITIONS AND ACCOUNTING TERMS

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

      "364-Day Agreement" means that certain Credit Agreement dated as of June
17, 2004 by and among the Borrower, Bank of America, as administrative agent,
and the lenders from time to time party thereto.

      "Absolute Rate" means a fixed rate of interest expressed in multiples of
1/100th of one basis point.

      "Absolute Rate Loan" means a Bid Loan that bears interest at a rate
determined with reference to an Absolute Rate.

      "Acquired Indebtedness" means unsecured Indebtedness of any Person (a)
that is existing at the time such Person is acquired by, or merged or
consolidated with or into, the Borrower or a Subsidiary of the Borrower, and (b)
that is not created in contemplation of such event.

      "Acquisition" means the acquisition by the Borrower of all of the issued
and outstanding capital stock of JS USA Holdings Inc., a Delaware corporation.

      "Adjusted Consolidated Funded Indebtedness" means the sum of (without
duplication) Consolidated Funded Indebtedness as of any date plus an amount
equal to (i) Consolidated Lease Payments for which the Borrower or any of its
Subsidiaries is obligated during the period of four consecutive fiscal quarters
of the Borrower ended as of such date or most recently prior thereto times (ii)
8.

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

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

                                       1

<PAGE>

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

      "Affiliate" means, with respect to any Person, another Person that
directly, or indirectly through one or more intermediaries, Controls or is
Controlled by or is under common Control with the Person specified. "Control"
means the possession, directly or indirectly, of the power to direct or cause
the direction of the management or policies of a Person, whether through the
ability to exercise voting power, by contract or otherwise. "Controlling" and
"Controlled" have meanings correlative thereto.

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

      "Aggregate Commitments" means the Commitments of all the Lenders in the
maximum aggregate principal amount at any time outstanding of $900,000,000, as
reduced from time to time pursuant to the terms of this Agreement.

      "Agreement" means this Credit Agreement.

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

<TABLE>
<CAPTION>
                                                                    APPLICABLE RATE WITH RESPECT TO:
                                                                    ---------------------------------
PRICING                        DEBT RATINGS                                           EURODOLLAR RATE
 LEVEL                         S&P/MOODY'S                          FACILITY FEE            LOANS
--------   ------------------------------------------------         ------------      ---------------
<S>        <C>                                                      <C>               <C>
   1       Greater than or equal to A-/A1                              0.090%               0.285%

   2       Greater than or equal to BBB+/Baa1 but less than            0.120%               0.380%
           A-/A1

   3       Greater than or equal to BBB/Baa2 but less than             0.150%               0.475%
           BBB+/Baa1

   4       Greater than or equal to BBB-/Baa3 but less than            0.200%               0.800%
           BBB/Baa2

   5       Less than BBB-/Baa3                                         0.250%               1.125%
</TABLE>

; provided that (a) if a Debt Rating is issued by each of S&P and Moody's, then
the higher of such Debt Ratings shall apply (with the Debt Rating for Pricing
Level 1 being the highest and the Debt Rating for Pricing Level 5 being the
lowest), unless there is a split in Debt Ratings of more than one Debt Rating,
in which case the Pricing Level that is one level higher than the Pricing Level
of the lower Debt Rating shall apply and (b) if a Debt Rating is issued by only
one of S&P or Moody's, such Debt Rating shall apply. Initially, the Applicable
Rate shall be determined based upon the Debt Ratings on the Closing Date as
evidenced pursuant to Section 4.01(a)(vii). Thereafter, each change in the
Applicable Rate resulting from a publicly announced change in the Debt Rating
shall be effective during the period commencing on the date of the public
announcement thereof and ending on the date immediately preceding the effective
date of the next such change.

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

                                       2

<PAGE>

      "Arranger" means Banc of America Securities LLC, in its capacity as sole
lead arranger and sole book manager.

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

      "Attorney Costs" means and includes all reasonable fees, expenses and
disbursements of any law firm or other external counsel.

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

      "Audited Financial Statements" means the audited consolidated balance
sheet of the Borrower and its Subsidiaries for the fiscal year ended January 29,
2004, and the related consolidated statements of income or operations,
shareholders' equity and cash flows for such fiscal year of the Borrower and its
Subsidiaries, including the notes thereto.

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

      "Bank of America" means Bank of America, N.A.

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

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

      "Base Rate Loan" means a Loan that bears interest based on the Base Rate.

      "Bid Borrowing" means a borrowing consisting of simultaneous Bid Loans of
the same Type from each of the Lenders whose offer to make one or more Bid Loans
as part of such borrowing has been accepted under the auction bidding procedures
described in Section 2.03.

      "Bid Loan" has the meaning specified in Section 2.03(a).

                                       3

<PAGE>

      "Bid Loan Lender" means, in respect of any Bid Loan, the Lender making
such Bid Loan to the Borrower.

      "Bid Request" means a written request for one or more Bid Loans
substantially in the form of Exhibit B-1.

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

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

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

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

            (a) any "person" or "group" (as such terms are used in Sections
      13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any
      employee benefit plan of such person or its subsidiaries, and any person
      or entity acting in its capacity as trustee, agent or other fiduciary or
      administrator of any such plan) becomes the "beneficial owner" (as defined
      in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except
      that a person or group shall be deemed to have "beneficial ownership" of
      all securities that such person or group has the right to acquire (such
      right, an "option right"), whether such right is exercisable immediately
      or only after the passage of time), directly or indirectly, of 35% or more
      of the equity securities of such Person entitled to vote for members of
      the board of directors or equivalent governing body of such Person on a
      fully-diluted basis (and taking into account all such securities that such
      person or group has the right to acquire pursuant to any option right); or

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

                                       4

<PAGE>

      any person or group other than a solicitation for the election of one or
      more directors by or on behalf of the board of directors).

      "Closing Date" means the first date all the conditions precedent in
Section 4.01 are satisfied or waived in accordance with Section 10.01.

      "Code" means the Internal Revenue Code of 1986.

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

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

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

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

      "Competitive Bid" means a written offer by a Lender to make one or more
Bid Loans, substantially in the form of Exhibit B-2, duly completed and signed
by such Lender.

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

      "Consolidated EBITDAR" means, for any period, for the Borrower and its
Subsidiaries on a consolidated basis, an amount equal to Consolidated Net Income
before One Time Charges for such period plus (a) the following (without
duplication) to the extent deducted in calculating such Consolidated Net Income:
(i) Consolidated Interest Charges for such period, (ii) the provision for
federal, state, local and foreign income taxes payable by the Borrower and its
Subsidiaries for such period, (iii) depreciation and amortization expense for
such period, (iv) Consolidated Lease Payments for such period, and (v) without
duplication of One Time Charges deducted from Consolidated Net Income, other
non-recurring expenses of the Borrower and its Subsidiaries reducing such
Consolidated Net Income which do not represent a cash item in such period, and
minus (b) the following (without duplication) to the extent added or not
deducted in calculating such Consolidated Net Income: (w) cash One Time Charges
for such period, (x) all non-recurring, non-cash items increasing Consolidated
Net Income for such period, (y) the amount of any cash expenditures made during
such period related either to (A) non-cash One Time Charges excluded from
Consolidated Net Income in computing Consolidated EBITDAR during any prior
period or (B) non-cash, non-recurring expenses added back to Consolidated Net
Income under clause (a)(v) above in computing Consolidated EBITDAR during any
prior period and (z) non-cash extraordinary gains during such period.

                                       5

<PAGE>

      "Consolidated Funded Indebtedness" means, as of any date of determination,
for the Borrower and its Subsidiaries on a consolidated basis, the sum of (a)
the outstanding principal amount of all obligations, whether current or
long-term, for borrowed money (including Obligations hereunder) and all
obligations evidenced by bonds, debentures, notes, loan agreements or other
similar instruments and including, without limitation, any convertible or
exchangeable debentures or other debt securities with equity features prior to
their conversion into or exchange for equity, (b) all purchase money
Indebtedness, (c) all direct obligations arising under letters of credit
(including standby and commercial), bankers' acceptances and bank guaranties,
other than Non-Financial Letters of Credit, (d) all obligations in respect of
the deferred purchase price of property or services (other than trade accounts
payable in the ordinary course of business), (e) Attributable Indebtedness in
respect of capital leases and Synthetic Lease Obligations, (f) without
duplication, all Guarantees with respect to outstanding Indebtedness of the
types specified in clauses (a) through (e) above of Persons other than the
Borrower or any Subsidiary, and (g) all Indebtedness of the types referred to in
clauses (a) through (f) above of any partnership or joint venture (other than a
joint venture that is itself a corporation or limited liability company) in
which the Borrower or a Subsidiary is a general partner or joint venturer,
unless such Indebtedness is expressly made non-recourse to the Borrower or such
Subsidiary.

      "Consolidated Interest Charges" means, for any period, for the Borrower
and its Subsidiaries on a consolidated basis, the sum (without duplication) of
(a) all interest, premium payments, debt discount, fees, charges and related
expenses of the Borrower and its Subsidiaries in connection with borrowed money
(including capitalized interest) or in connection with the deferred purchase
price of assets, in each case to the extent treated as interest in accordance
with GAAP, net of interest income, (b) the portion of rent expense of the
Borrower and its Subsidiaries with respect to such period under capital leases
that is treated as interest in accordance with GAAP, (c) any construction period
interest paid and capitalized, (d) the amount of payments in respect of
Synthetic Lease Obligations that are in the nature of interest, whether or not
treated as interest in accordance with GAAP, and (e) any coupon payments paid in
cash or accrued with respect to the Senior Notes and the related purchase
contracts, whether or not treated as interest in accordance with GAAP.

      "Consolidated Lease Payments" means, for any period, for the Borrower and
its Subsidiaries on a consolidated basis, the aggregate rental or lease expense
(including any contingent or percentage rental expense and any rent offsets, as
applicable) for the applicable period in respect of all rent and lease
obligations under all operating leases for real or personal property, excluding
all payments in respect of capital leases constituting Consolidated Interest
Charges or Indebtedness or in respect of Synthetic Lease Obligations, minus any
rental income of the Borrower and its Subsidiaries on a consolidated basis for
such period (including licensee related income from licensees operating on the
store premises of the Borrower and its Subsidiaries).

      "Consolidated Leverage Ratio" means, as of any date of determination, the
ratio of (a) Adjusted Consolidated Funded Indebtedness as of such date to (b)
Consolidated EBITDAR for the period of four fiscal quarters of the Borrower most
recently ended for which the Borrower has delivered financial statements
pursuant to Section 6.01(a) or (b) (or, in the case of the Compliance
Certificate to be delivered on the Closing Date pursuant to Section 4.01(a)(ix),
for

                                       6

<PAGE>

the period of four fiscal quarters ended as of the last day of the fiscal year
of the Borrower most recently ended prior to the Closing Date).

      "Consolidated Net Income" means, for any period, for the Borrower and its
Subsidiaries on a consolidated basis, the net income of the Borrower and its
Subsidiaries for that period.

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

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

      "Credit Extension" means a Borrowing.

      "Debt Rating" means, as of any date of determination, the rating as
determined by either S&P or Moody's (collectively, the "Debt Ratings"), as
applicable, of the Borrower's non-credit-enhanced, senior unsecured long-term
debt.

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

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

      "Default Rate" means an interest rate equal to (a) the Base Rate plus (b)
1.5% per annum; provided, however, that with respect to a Eurodollar Rate Loan,
the Default Rate shall be an interest rate equal to the interest rate (including
any Applicable Rate with respect to Eurodollar Rate Loans and any Eurodollar Bid
Margin) otherwise applicable to such Loan plus 1.5% per annum.

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

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

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

                                       7

<PAGE>

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

      "Environmental Laws" means all Federal, state, local or foreign laws,
statutes, common law duties, rules, regulations, ordinances and codes, together
with all administrative orders, directed duties, requests, licenses,
authorizations and permits of, and agreements with, any Governmental
Authorities, in each case relating to the environment or to emissions,
discharges or releases of pollutants, contaminants, petroleum or petroleum
products, chemicals or industrial, toxic or hazardous substances or wastes into
the environment including 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, petroleum
or petroleum products, chemicals or industrial, toxic or hazardous substances or
wastes or the clean-up or other remediation thereof.

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

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

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

      "ERISA Event" means (a) a Reportable Event with respect to a Pension Plan;
(b) a withdrawal by the Borrower or any ERISA Affiliate from a Pension Plan
subject to Section 4063 of ERISA during a plan year in which it was a
substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation
of operations that is treated as such a withdrawal under Section 4062(e) of
ERISA; (c) a complete or partial withdrawal (as defined in Section 4203 or 4205,
respectively, of ERISA) by the Borrower or any ERISA Affiliate from a
Multiemployer Plan or the receipt by the Borrower or any ERISA Affiliate of
notification that a Multiemployer Plan is in reorganization; (d) the filing with
the PBGC of a notice of intent to terminate, the treatment of a Plan amendment
as a termination under Sections 4041 or 4041A of ERISA, or the commencement of
proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e)
an event or condition which constitutes grounds under Section 4042 of ERISA for
the termination of, or the appointment of a trustee to administer, any Pension
Plan or Multiemployer Plan; or (f) the imposition of any liability under Title
IV of ERISA, other than for PBGC premiums due but not delinquent under Section
4007 of ERISA, upon the Borrower or any ERISA Affiliate.

                                       8

<PAGE>

      "Eurodollar Bid Margin" means the margin above or below the Eurodollar
Rate to be added to or subtracted from the Eurodollar Rate, which margin shall
be expressed in multiples of 1/100th of one basis point.

      "Eurodollar Margin Bid Loan" means a Bid Loan that bears interest at a
rate based upon the Eurodollar Rate.

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

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

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

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

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

      "Eurodollar Rate Loan" means a Eurodollar Rate Committed Loan or a
Eurodollar Margin Bid Loan.

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

      "Existing Senior Credit Facilities" means, collectively or individually as
the context may indicate, (a) that certain 364-day Amended and Restated Credit
Agreement dated as of March 7, 2003, by and among the Borrower, Bank of America
as administrative agent, Bank One, NA as syndication agent, Union Bank of
California, N.A. and Wells Fargo Bank, N.A. as documentation agents, and the
lenders party thereto from time to time, and (b) that certain five-

                                       9

<PAGE>

year Credit Agreement dated as of March 22, 2000, by and among the Borrower,
Bank of America as administrative agent, Wachovia Bank, N.A. as syndication
agent, First Union National Bank, Union Bank of California, N.A., U.S. Bank
National Association and Wells Fargo Bank, N.A. as senior managing agents, First
Security Bank, N.A. and The Northern Trust Company, as managing agents and the
lenders party thereto from time to time.

      "Facility Fee" has the meaning specified in Section 2.09(a).

      "Federal Funds Rate" means, for any day, the rate per annum equal to the
weighted average of the rates on overnight Federal funds transactions with
members of the Federal Reserve System arranged by Federal funds brokers on such
day, as published by the Federal Reserve Bank of New York on the Business Day
next succeeding such day; provided that (a) if such day is not a Business Day,
the Federal Funds Rate for such day shall be such rate on such transactions on
the next preceding Business Day as so published on the next succeeding Business
Day, and (b) if no such rate is so published on such next succeeding Business
Day, the Federal Funds Rate for such day shall be the average rate (rounded
upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of
America on such day on such transactions as determined by the Administrative
Agent.

      "Fee Letter" means the letter agreement in respect of fees, dated April
19, 2004, among the Borrower, the Administrative Agent and the Arranger.

      "Fixed Charge Coverage Ratio" means, as of any date of determination, the
ratio of the following (in each case for the period of four fiscal quarters of
the Borrower most recently ended for which the Borrower has delivered financial
statements pursuant to Section 6.01(a) or (b) (or, in the case of the Compliance
Certificate to be delivered on the Closing Date pursuant to Section 4.01(a)(ix),
for the period of four fiscal quarters ended as of the last day of the fiscal
year of the Borrower most recently ended prior to the Closing Date)): (a)
Consolidated EBITDAR for such period to (b) the sum of (i) Consolidated Interest
Charges for such period plus (ii) Consolidated Lease Payments for such period.

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

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

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

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

      "Governmental Authority" means any nation or government, any state or
other political subdivision thereof, any agency, authority, instrumentality,
regulatory body, court,

                                       10

<PAGE>

administrative tribunal, central bank or other entity exercising executive,
legislative, judicial, taxing, regulatory or administrative powers or functions
of or pertaining to government.

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

      "Hazardous Materials" means all explosive or radioactive substances or
wastes and all hazardous or toxic substances, wastes or other pollutants,
including petroleum or petroleum distillates, asbestos or asbestos-containing
materials, polychlorinated biphenyls, radon gas, infectious or medical wastes
and all other substances or wastes of any nature regulated pursuant to any
Environmental Law.

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

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

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

            (b) all direct or contingent obligations of such Person arising
      under letters of credit (including standby and commercial), bankers'
      acceptances, bank guaranties and similar instruments, other than
      Non-Financial Letters of Credit;

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

            (d) all obligations of such Person to pay the deferred purchase
      price of property or services (other than trade accounts payable in the
      ordinary course of business);

                                       11

<PAGE>

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

            (f) capital leases and Synthetic Lease Obligations; and

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

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

      "Indemnified Liabilities" has the meaning specified in Section 10.05.

      "Indemnitees" has the meaning specified in Section 10.05.

      "Interest Payment Date" means, (a) as to any Loan other than a Base Rate
Loan, the last day of each Interest Period applicable to such Loan and the
Maturity Date; provided, however, that if any Interest Period for a Eurodollar
Rate Loan exceeds three months, the respective dates that fall every three
months after the beginning of such Interest Period shall also be Interest
Payment Dates; and (b) as to any Base Rate Loan (including a Swing Line Loan),
the last Business Day of each March, June, September and December and the
Maturity Date.

      "Interest Period" means, (a) as to each Eurodollar Rate Loan, the period
commencing on the date such Eurodollar Rate Loan is disbursed or (in the case of
any Eurodollar Rate Committed Loan) converted to or continued as a Eurodollar
Rate Loan and ending on the date one, two, three or six months thereafter, as
selected by the Borrower in its Committed Loan Notice or Bid Request, as the
case may be; and (b) as to each Absolute Rate Loan, a period of not less than 7
days and not more than 180 days as selected by the Borrower in its Bid Request;
provided that:

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

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

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

                                       12

<PAGE>

      "IRS" means the United States Internal Revenue Service.

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

      "Lender" has the meaning specified in the introductory paragraph hereto
and, as the context requires, includes the Swing Line Lender.

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

      "Lien" means any mortgage, pledge, hypothecation, assignment, deposit
arrangement, encumbrance, lien (statutory or other), charge, or preference,
priority or other security interest or preferential arrangement in the nature of
a security interest of any kind or nature whatsoever (including any conditional
sale or other title retention agreement, and any capital, synthetic, off-balance
sheet or tax retention lease having substantially the same economic effect as
any of the foregoing).

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

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

      "Material Adverse Effect" means (a) a material adverse change in, or a
material adverse effect upon, the operations, business, properties, liabilities
or condition (financial or otherwise) of the Borrower or the Borrower and its
Subsidiaries taken as a whole; (b) a material impairment of the ability of the
Borrower to perform its obligations under any Loan Document; or (c) a material
adverse effect upon the legality, validity, binding effect or enforceability
against the Borrower of any Loan Document.

      "Material Subsidiary" means (a) each Subsidiary of the Borrower whose
assets equal or exceed 5% of the total assets of the Borrower and its
Subsidiaries on a consolidated basis as of the end of the most recent fiscal
year of the Borrower for which consolidating Subsidiary asset numbers are
available, and (b) each Subsidiary whose assets, when combined with the assets
of each other Subsidiary that has previously entered into any Contractual
Obligation that contains a provision described in Section 7.05(a) or (b), would
exceed 15% of the total assets of the Borrower and its Subsidiaries on a
consolidated basis as of the end of the most recent fiscal year of the Borrower
for which consolidating Subsidiary asset numbers are available.

      "Maturity Date" means June 17, 2009.

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

                                       13

<PAGE>

      "Multiemployer Plan" means any multiemployer plan as defined in Section
4001(a)(3) of ERISA, which is covered by Title IV of ERISA and to which the
Borrower or any ERISA Affiliate makes or is obligated to make contributions, or
during the preceding five plan years, has made or been obligated to make
contributions.

      "Non-Financial Letters of Credit" means letters of credit securing trade
payables or non-financial performance obligations (including self-insurance).

      "Non-Recourse Acquired Indebtedness" means Acquired Indebtedness of any
Person that is not Guaranteed by the Borrower or any of its Subsidiaries (other
than Subsidiaries of the Borrower that were also acquired at the time of, and as
part of, the acquisition of such Person (each, with respect to any particular
acquisition, an "Acquired Person")), but only so long as no such Acquired Person
is subject to any Contractual Obligation with respect to the creation or
incurrence of indebtedness that contains any provision that (a) limits the
ability of the Borrower or any Subsidiary to create, incur, assume or suffer to
exist Liens on property owned by such Person, (b) in the event that such
Acquired Indebtedness is in a maximum principal amount in excess of the
Threshold Amount, requires the grant of a Lien to secure an obligation of such
Person if a Lien is granted to secure another obligation of such Person, or (c)
would, if it were entered into by the Borrower or a Subsidiary during the term
of this Agreement, violate the provisions of Section 7.05.

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

      "Obligations" means all advances to, and debts, liabilities, obligations,
covenants and duties of, the Borrower arising under any Loan Document with
respect to any Loan, whether direct or indirect (including those acquired by
assumption), absolute or contingent, due or to become due, now existing or
hereafter arising and including interest and fees that accrue after the
commencement by or against the Borrower or any Affiliate thereof of any
proceeding under any Debtor Relief Laws naming such Person as the debtor in such
proceeding, regardless of whether such interest and fees are allowed claims in
such proceeding.

      "One Time Charges" means unusual material charges or credits against
earnings which the Borrower separately discloses in the discussion of the
"Results of Operations" (including but not limited to merger related charges,
restructuring charges, gains or losses from the disposition of assets and
accounting changes).

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

                                       14

<PAGE>

      "Outstanding Amount" means with respect to Committed Loans, Bid Loans and
Swing Line Loans on any date, the aggregate outstanding principal amount thereof
after giving effect to any borrowings and prepayments or repayments of Committed
Loans, Bid Loans and Swing Line Loans, as the case may be, occurring on such
date.

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

      "PBGC" means the Pension Benefit Guaranty Corporation.

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

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

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

      "Pro Rata Share" means, with respect to each Lender at any time, a
fraction (expressed as a percentage, carried out to the ninth decimal place),
the numerator of which is the amount of the Commitment of such Lender at such
time and the denominator of which is the amount of the Aggregate Commitments at
such time; provided that if the commitment of each Lender to make Loans has been
terminated pursuant to Section 2.06 or 8.02 or otherwise, then the Pro Rata
Share of each Lender shall be determined based on the Pro Rata Share of such
Lender immediately prior to such termination and after giving effect to any
subsequent assignments made pursuant to the terms hereof. The initial Pro Rata
Share of each Lender is set forth opposite the name of such Lender on Schedule
2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a
party hereto, as applicable.

      "Real Property Disposition" means, with respect to any Disposition by any
Person that includes the Disposition of real property of such Person, that
portion of such Disposition that constitutes the Disposition of real property.

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

      "Replacement Lender" has the meaning specified in Section 3.08.

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

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

                                       15

<PAGE>

      "Required Lenders" means, as of any date of determination, Lenders having
more than 50% of the Aggregate Commitments or, if the commitment of each Lender
to make Loans has been terminated pursuant to Section 2.06 or 8.02 or otherwise,
Lenders holding in the aggregate more than 50% of the Total Outstandings (with
the aggregate amount of each Lender's risk participation and funded
participation in Swing Line Loans being deemed "held" by such Lender for
purposes of this definition); provided that the Commitment of, and the portion
of the Total Outstandings held or deemed held by, any Defaulting Lender shall be
excluded for purposes of making a determination of Required Lenders.

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

      "Restricted Lender" has the meaning specified in Section 3.08.

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

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

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

      "Senior Notes" means the Indebtedness in the form of notes issued on May
7, 2004 and June 2, 2004 by the Borrower in the initial principal amount of
$1,150,000,000 pursuant to that certain Indenture dated as of May 1, 1992 by and
between the Borrower and U.S. Bank Trust National Association, as amended and
supplemented by that certain Supplemental Indenture No. 1 thereto dated as of
May 7, 2004.

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

                                       16

<PAGE>

      "Swap Contract" means (a) any and all rate swap transactions, basis swaps,
credit derivative transactions, forward rate transactions, commodity swaps,
commodity options, forward commodity contracts, equity or equity index swaps or
options, bond or bond price or bond index swaps or options or forward bond or
forward bond price or forward bond index transactions, interest rate options,
forward foreign exchange transactions, cap transactions, floor transactions,
collar transactions, currency swap transactions, cross-currency rate swap
transactions, currency options, spot contracts, or any other similar
transactions or any combination of any of the foregoing (including any options
to enter into any of the foregoing), whether or not any such transaction is
governed by or subject to any master agreement, and (b) any and all transactions
of any kind, and the related confirmations, which are subject to the terms and
conditions of, or governed by, any form of master agreement published by the
International Swaps and Derivatives Association, Inc., any International Foreign
Exchange Master Agreement, or any other master agreement (any such master
agreement, together with any related schedules, a "Master Agreement"), including
any such obligations or liabilities under any Master Agreement.

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

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

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

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

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

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

      "Swing Line Sublimit" means an amount equal to the lesser of (a)
$50,000,000 and (b) the Aggregate Commitments. The Swing Line Sublimit is part
of, and not in addition to, the Aggregate Commitments.

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

                                       17

<PAGE>

      "Threshold Amount" means $50,000,000.

      "Total Outstandings" means the aggregate Outstanding Amount of all Loans.

      "Type" means, (a) with respect to a Committed Loan, its character as a
Base Rate Loan or a Eurodollar Rate Loan, and (b) with respect to a Bid Loan,
its character as an Absolute Rate Loan or a Eurodollar Margin Bid Loan.

      "Unfunded Pension Liability" means the excess of the present value of a
Pension Plan's vested and unvested accrued benefits over the fair market value
of that Pension Plan's assets, with such liabilities and assets determined as of
the most recent valuation date for such Pension Plan for which a valuation is
available in accordance with the assumptions used for funding the Pension Plan
pursuant to Section 412 of the Code.

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

      "Utilization Fee" has the meaning specified in Section 2.09(b).

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

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

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

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

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

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

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

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

      1.03 ACCOUNTING TERMS. (a) All accounting terms not specifically or
completely defined herein shall be construed in conformity with, and all
financial data (including financial ratios and other financial calculations)
required to be submitted pursuant to this Agreement shall

                                       18

<PAGE>

be prepared in conformity with, GAAP applied on a consistent basis, as in effect
from time to time, applied in a manner consistent with that used in preparing
the Audited Financial Statements, except as otherwise specifically prescribed
herein.

      (b) If at any time any change in GAAP would affect the computation of any
financial ratio or requirement set forth in any Loan Document, and either the
Borrower or the Required Lenders shall so request, the Administrative Agent, the
Lenders and the Borrower shall negotiate in good faith to amend such ratio or
requirement to preserve the original intent thereof in light of such change in
GAAP (subject to the approval of the Required Lenders); provided that, until so
amended, (i) such ratio or requirement shall continue to be computed in
accordance with GAAP prior to such change therein and (ii) the Borrower shall
provide to the Administrative Agent and the Lenders financial statements and
other documents required under this Agreement or as reasonably requested
hereunder setting forth a reconciliation between calculations of such ratio or
requirement made before and after giving effect to such change in GAAP.

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

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

      1.06 TIMES OF DAY. Unless otherwise specified, all references herein to
times of day shall be references to Pacific time (daylight or standard, as
applicable).

      1.07 COVENANT ACQUISITION ADJUSTMENTS. Except as otherwise expressly
provided herein, with respect to the calculation of the financial covenant
pursuant to Section 7.07(b) that includes a period (or a portion of a period)
prior to the date of the consummation of any acquisition of any Person or
substantially all the assets of any Person (including the Acquisition),
references to "the Borrower and its Subsidiaries" shall include each acquired
Person, and all such acquired assets and liabilities from any Person, as if the
acquisition had been consummated on the first day of any such period of
measurement.

                                  ARTICLE II.
                      THE COMMITMENTS AND CREDIT EXTENSIONS

      2.01 COMMITTED LOANS. Subject to the terms and conditions set forth
herein, each Lender severally agrees to make loans (each such loan, a "Committed
Loan") to the Borrower from time to time, on any Business Day during the
Availability Period, in an aggregate amount

                                       19

<PAGE>

not to exceed at any time outstanding the amount of such Lender's Commitment;
provided, however, that after giving effect to any Committed Borrowing, (i) the
Total Outstandings shall not exceed the Aggregate Commitments, and (ii) the
aggregate Outstanding Amount of the Committed Loans of any Lender, plus such
Lender's Pro Rata Share of the Outstanding Amount of all Swing Line Loans, shall
not exceed such Lender's Commitment. Within the limits of each Lender's
Commitment, and subject to the other terms and conditions hereof, the Borrower
may borrow under this Section 2.01, prepay under Section 2.05, and reborrow
under this Section 2.01. Committed Loans may be Base Rate Loans or Eurodollar
Rate Loans, as further provided herein.

      2.02 BORROWINGS, CONVERSIONS AND CONTINUATIONS OF COMMITTED LOANS.

      (a) Each Committed Borrowing, each conversion of Committed Loans from one
Type to the other, and each continuation of Eurodollar Rate Committed Loans
shall be made upon the Borrower's irrevocable notice to the Administrative
Agent, which may be given by telephone. Each such notice must be received by the
Administrative Agent not later than 11:00 a.m. (i) three Business Days prior to
the requested date of any Borrowing of, conversion to or continuation of
Eurodollar Rate Committed Loans or of any conversion of Eurodollar Rate
Committed Loans to Base Rate Committed Loans, and (ii) on the requested date of
any Borrowing of Base Rate Committed Loans. Each telephonic notice by the
Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery
to the Administrative Agent of a written Committed Loan Notice, appropriately
completed and signed by a Responsible Officer of the Borrower. Each Borrowing
of, conversion to or continuation of Committed Loans shall be in a principal
amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Each
Committed Loan Notice (whether telephonic or written) shall specify (i) whether
the Borrower is requesting a Committed Borrowing, a conversion of Committed
Loans from one Type to the other, or a continuation of Eurodollar Rate Committed
Loans, (ii) the requested date of the Committed Borrowing, conversion or
continuation, as the case may be (which shall be a Business Day), (iii) the
principal amount of Committed Loans to be borrowed, converted or continued, (iv)
the Type of Committed Loans to be borrowed or to which existing Committed Loans
are to be converted, and (v) if applicable, the duration of the Interest Period
with respect thereto. If the Borrower fails to specify a Type of Committed Loan
in a Committed Loan Notice or if the Borrower fails to give a timely notice
requesting a conversion or continuation, then the applicable Committed Loans
shall be made as, or converted to, Base Rate Committed Loans. Any such automatic
conversion to Base Rate Committed Loans shall be effective as of the last day of
the Interest Period then in effect with respect to the applicable Eurodollar
Rate Committed Loans. If the Borrower requests a Borrowing of, conversion to, or
continuation of Eurodollar Rate Committed Loans in any such Committed Loan
Notice, but fails to specify an Interest Period, it will be deemed to have
specified an Interest Period of one month.

      (b) Following receipt of a Committed Loan Notice, the Administrative Agent
shall promptly notify each Lender of the amount of its Pro Rata Share of the
applicable Committed Loans, and if no timely notice of a conversion or
continuation is provided by the Borrower, the Administrative Agent shall notify
each Lender of the details of any automatic conversion to Base Rate Committed
Loans described in the preceding subsection. In the case of a Committed
Borrowing, each Lender shall make the amount of its Committed Loan available to
the Administrative Agent in immediately available funds at the Administrative
Agent's Office not later than 1:00 p.m. on the Business Day specified in the
applicable Committed Loan Notice.

                                       20

<PAGE>

Upon satisfaction of the applicable conditions set forth in Section 4.02 (and,
if such Committed Borrowing is the initial Credit Extension, Section 4.01), the
Administrative Agent shall make all funds so received available to the Borrower
in like funds as received by the Administrative Agent either by (i) crediting
the account of the Borrower on the books of Bank of America with the amount of
such funds or (ii) wire transfer of such funds, in each case in accordance with
instructions provided to (and reasonably acceptable to) the Administrative Agent
by the Borrower.

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

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

      (e) After giving effect to all Committed Borrowings, all conversions of
Committed Loans from one Type to the other, and all continuations of Committed
Loans as the same Type, unless the Administrative Agent shall otherwise consent,
there shall not be more than fifteen Interest Periods in effect with respect to
all Committed Loans and Bid Loans at any time.

      2.03 BID LOANS.

      (a) General. Subject to the terms and conditions set forth herein, each
Lender agrees that the Borrower may from time to time request the Lenders to
submit offers to make loans (each such loan, a "Bid Loan") to the Borrower prior
to the Maturity Date pursuant to this Section 2.03; provided, however, that
after giving effect to any Bid Borrowing (i) the Total Outstandings shall not
exceed the Aggregate Commitments and (ii) unless the Administrative Agent shall
otherwise consent, there shall not be more than fifteen Interest Periods in
effect with respect to all Committed Loans and Bid Loans together at any time.

      (b) Requesting Competitive Bids. The Borrower may request the submission
of Competitive Bids by delivering a Bid Request to the Administrative Agent not
later than 9:00 a.m. (i) one Business Day prior to the requested date of any Bid
Borrowing that is to consist of Absolute Rate Loans, or (ii) four Business Days
prior to the requested date of any Bid Borrowing that is to consist of
Eurodollar Margin Bid Loans. Each Bid Request shall specify (i) the requested
date of the Bid Borrowing (which shall be a Business Day), (ii) the aggregate
principal amount of Bid Loans requested (which must be $5,000,000 or a whole
multiple of $1,000,000 in excess thereof), (iii) the Type of Bid Loans
requested, and (iv) the duration of the Interest Period with respect thereto,
and shall be signed by a Responsible Officer of the Borrower. No Bid Request
shall contain a request for (i) more than one Type of Bid Loan or (ii) Bid Loans
having more than three different Interest Periods. Unless the Administrative
Agent otherwise agrees in

                                       21

<PAGE>

its sole and absolute discretion, the Borrower may not submit a Bid Request if
it has submitted another Bid Request within the prior four Business Days.

      (c) Submitting Competitive Bids.

            (i) The Administrative Agent shall promptly notify each Lender of
      each Bid Request received by it from the Borrower and the contents of such
      Bid Request.

            (ii) Each Lender may (but shall have no obligation to) submit a
      Competitive Bid containing an offer to make one or more Bid Loans in
      response to such Bid Request. Such Competitive Bid must be delivered to
      the Administrative Agent not later than 7:30 a.m. (A) on the requested
      date of any Bid Borrowing that is to consist of Absolute Rate Loans, and
      (B) three Business Days prior to the requested date of any Bid Borrowing
      that is to consist of Eurodollar Margin Bid Loans; provided, however, that
      any Competitive Bid submitted by Bank of America in its capacity as a
      Lender in response to any Bid Request must be submitted to the
      Administrative Agent not later than 7:15 a.m. on the date on which
      Competitive Bids are required to be delivered by the other Lenders in
      response to such Bid Request. Each Competitive Bid shall specify (A) the
      proposed date of the Bid Borrowing; (B) the principal amount of each Bid
      Loan for which such Competitive Bid is being made, which principal amount
      (x) may be equal to, greater than or less than the Commitment of the
      bidding Lender, (y) must be $5,000,000 or a whole multiple of $1,000,000
      in excess thereof, and (z) may not exceed the principal amount of Bid
      Loans for which Competitive Bids were requested; (C) if the proposed Bid
      Borrowing is to consist of Absolute Rate Bid Loans, the Absolute Rate
      offered for each such Bid Loan and the Interest Period applicable thereto;
      (D) if the proposed Bid Borrowing is to consist of Eurodollar Margin Bid
      Loans, the Eurodollar Bid Margin with respect to each such Eurodollar
      Margin Bid Loan and the Interest Period applicable thereto; and (E) the
      identity of the bidding Lender.

            (iii) Any Competitive Bid shall be disregarded if it (A) is received
      after the applicable time specified in clause (ii) above, (B) is not
      substantially in the form of a Competitive Bid as specified herein, (C)
      contains qualifying, conditional or similar language, (D) proposes terms
      other than or in addition to those set forth in the applicable Bid
      Request, or (E) is otherwise not responsive to such Bid Request. Any
      Lender may correct a Competitive Bid containing a manifest error by
      submitting a corrected Competitive Bid (identified as such) not later than
      the applicable time required for submission of Competitive Bids. Any such
      submission of a corrected Competitive Bid shall constitute a revocation of
      the Competitive Bid that contained the manifest error. The Administrative
      Agent may, but shall not be required to, notify any Lender of any manifest
      error it detects in such Lender's Competitive Bid.

            (iv) Subject only to the provisions of Sections 3.02, 3.03 and 4.02
      and clause (iii) above, each Competitive Bid shall be irrevocable.

      (d) Notice to Borrower of Competitive Bids. Not later than 8:00 a.m. (i)
on the requested date of any Bid Borrowing that is to consist of Absolute Rate
Loans, or (ii) three Business Days prior to the requested date of any Bid
Borrowing that is to consist of Eurodollar

                                       22

<PAGE>

Margin Bid Loans, the Administrative Agent shall notify the Borrower of the
identity of each Lender that has submitted a Competitive Bid that complies with
Section 2.03(c) and of the terms of the offers contained in each such
Competitive Bid.

      (e) Acceptance of Competitive Bids. Not later than 8:30 a.m. (i) on the
requested date of any Bid Borrowing that is to consist of Absolute Rate Loans,
and (ii) three Business Days prior to the requested date of any Bid Borrowing
that is to consist of Eurodollar Margin Bid Loans, the Borrower shall notify the
Administrative Agent of its acceptance or rejection of the offers notified to it
pursuant to Section 2.03(d). The Borrower shall be under no obligation to accept
any Competitive Bid and may choose to reject all Competitive Bids. In the case
of acceptance, such notice shall specify the aggregate principal amount of
Competitive Bids for each Interest Period that is accepted. The Borrower may
accept any Competitive Bid in whole or in part; provided that:

            (i) the aggregate principal amount of each Bid Borrowing may not
      exceed the applicable amount set forth in the related Bid Request;

            (ii) the principal amount of each Bid Loan must be $5,000,000 or a
      whole multiple of $1,000,000 in excess thereof;

            (iii) the acceptance of offers may be made only on the basis of
      ascending Absolute Rates or Eurodollar Bid Margins within each Interest
      Period; and

            (iv) the Borrower may not accept any offer that is described in
      Section 2.03(c)(iii) or that otherwise fails to comply with the
      requirements hereof.

      (f) Procedure for Identical Bids. If two or more Lenders have submitted
Competitive Bids at the same Absolute Rate or Eurodollar Bid Margin, as the case
may be, for the same Interest Period, and the result of accepting all of such
Competitive Bids in whole (together with any other Competitive Bids at lower
Absolute Rates or Eurodollar Bid Margins, as the case may be, accepted for such
Interest Period in conformity with the requirements of Section 2.03(e)(iii))
would be to cause the aggregate outstanding principal amount of the applicable
Bid Borrowing to exceed the amount specified therefor in the related Bid
Request, then, unless otherwise agreed by the Borrower, the Administrative Agent
and such Lenders, such Competitive Bids shall be accepted as nearly as possible
in proportion to the amount offered by each such Lender in respect of such
Interest Period, with such accepted amounts being rounded so that the aggregate
amount equals the nearest whole multiple of $1,000,000.

      (g) Notice to Lenders of Acceptance or Rejection of Bids. The
Administrative Agent shall promptly notify each Lender having submitted a
Competitive Bid whether or not its offer has been accepted and, if its offer has
been accepted, of the amount of the Bid Loan or Bid Loans to be made by it on
the date of the applicable Bid Borrowing. Any Competitive Bid or portion thereof
that is not accepted by the Borrower by the applicable time specified in Section
2.03(e) shall be deemed rejected.

      (h) Notice of Eurodollar Rate. If any Bid Borrowing is to consist of
Eurodollar Margin Loans, the Administrative Agent shall determine the Eurodollar
Rate for the relevant

                                       23

<PAGE>

Interest Period, and promptly after making such determination, shall notify the
Borrower and the Lenders that will be participating in such Bid Borrowing of
such Eurodollar Rate.

      (i) Funding of Bid Loans. Each Lender that has received notice pursuant to
Section 2.03(g) that all or a portion of its Competitive Bid has been accepted
by the Borrower shall make the amount of its Bid Loan(s) available to the
Administrative Agent in immediately available funds at the Administrative
Agent's Office not later than 10:00 a.m. on the date of the requested Bid
Borrowing. Upon satisfaction of the applicable conditions set forth in Section
4.02, the Administrative Agent shall make all funds so received available to the
Borrower in like funds as received by the Administrative Agent.

      (j) Notice of Range of Bids. After each Competitive Bid auction pursuant
to this Section 2.03, the Administrative Agent shall notify each Lender that
submitted a Competitive Bid in such auction of the ranges of bids submitted
(without the bidder's name) and accepted for each Bid Loan and the aggregate
amount of each Bid Borrowing.

      (k) Nothing in this Section 2.03 shall be construed as a right of first
offer in favor of any Lender or otherwise limit the ability of the Borrower to
request and accept credit facilities from any Person (including any Lender) so
long as no Default has occurred and is continuing at the time of, or would
otherwise arise as a result of, the Borrower executing, delivering or performing
under such credit facilities.

      2.04 SWING LINE LOANS.

      (a) The Swing Line. Subject to the terms and conditions set forth herein,
the Swing Line Lender agrees to make loans (each such loan, a "Swing Line Loan")
to the Borrower from time to time on any Business Day during the Availability
Period in an aggregate amount not to exceed at any time outstanding the amount
of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans,
when aggregated with the Pro Rata Share of the Outstanding Amount of Committed
Loans and Bid Loans of the Lender acting as Swing Line Lender, may exceed the
amount of such Lender's Commitment; provided, however, that after giving effect
to any Swing Line Loan, (i) the Total Outstandings shall not exceed the
Aggregate Commitments, and (ii) the aggregate Outstanding Amount of the
Committed Loans of any Lender, plus such Lender's Pro Rata Share of the
Outstanding Amount of all Swing Line Loans shall not exceed such Lender's
Commitment, and provided, further, that the Borrower shall not use the proceeds
of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the
foregoing limits, and subject to the other terms and conditions hereof, the
Borrower may borrow under this Section 2.04, prepay under Section 2.05, and
reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate
Loan. Immediately upon the making of a Swing Line Loan, each Lender shall be
deemed to, and hereby irrevocably and unconditionally agrees to, purchase from
the Swing Line Lender a risk participation in such Swing Line Loan in an amount
equal to the product of such Lender's Pro Rata Share times the amount of such
Swing Line Loan.

      (b) Borrowing Procedures. Each Swing Line Borrowing shall be made upon the
Borrower's irrevocable notice to the Swing Line Lender and the Administrative
Agent, which may be given by telephone. Each such notice must be received by the
Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the
requested borrowing date, and shall specify

                                       24

<PAGE>

(i) the amount to be borrowed, which shall be a minimum of $500,000, and (ii)
the requested borrowing date, which shall be a Business Day (and which may be
the date of such notice so long as such notice is received no later than 1:00
p.m. on such date). Each such telephonic notice must be confirmed promptly by
delivery to the Swing Line Lender and the Administrative Agent of a written
Swing Line Loan Notice, appropriately completed and signed by a Responsible
Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any
telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the
Administrative Agent (by telephone or in writing) that the Administrative Agent
has also received such Swing Line Loan Notice and, if not, the Swing Line Lender
will notify the Administrative Agent (by telephone or in writing) of the
contents thereof. Unless the Swing Line Lender has received notice (by telephone
or in writing) from the Administrative Agent (including at the request of any
Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A)
directing the Swing Line Lender not to make such Swing Line Loan as a result of
the limitations set forth in the proviso to the first sentence of Section
2.04(a), or (B) that one or more of the applicable conditions specified in
Article IV is not then satisfied, then, subject to the terms and conditions
hereof, the Swing Line Lender will, not later than 3:00 p.m. on the borrowing
date specified in such Swing Line Loan Notice, make the amount of its Swing Line
Loan available to the Borrower in like funds either by (x) crediting the account
of the Borrower on the books of Bank of America with the amount of such funds or
(y) wire transfer of such funds, in each case in accordance with instructions
provided to (and reasonably acceptable to) the Swing Line Lender by the
Borrower.

      (c) Refinancing of Swing Line Loans.

            (i) The Swing Line Lender at any time in its sole and absolute
      discretion may request, on behalf of the Borrower (which hereby
      irrevocably authorizes the Swing Line Lender to so request on its behalf),
      that each Lender make a Base Rate Committed Loan in an amount equal to
      such Lender's Pro Rata Share of the amount of Swing Line Loans then
      outstanding. Such request shall be made in writing (which written request
      shall be deemed to be a Committed Loan Notice for purposes hereof) and in
      accordance with the requirements of Section 2.02, without regard to the
      minimum and multiples specified therein for the principal amount of Base
      Rate Loans, but subject to the unutilized portion of the Aggregate
      Commitments and the conditions set forth in Section 4.02. The Swing Line
      Lender shall furnish the Borrower with a copy of the applicable Committed
      Loan Notice promptly after delivering such notice to the Administrative
      Agent. Each Lender shall make an amount equal to its Pro Rata Share of the
      amount specified in such Committed Loan Notice available to the
      Administrative Agent in immediately available funds for the account of the
      Swing Line Lender at the Administrative Agent's Office not later than
      10:00 a.m. on the day specified in such Committed Loan Notice, whereupon,
      subject to Section 2.04(c)(ii), each Lender that so makes funds available
      shall be deemed to have made a Base Rate Committed Loan to the Borrower in
      such amount. The Administrative Agent shall remit the funds so received to
      the Swing Line Lender.

            (ii) If for any reason any Swing Line Loan cannot be refinanced by
      such a Committed Borrowing in accordance with Section 2.04(c)(i), the
      request for Base Rate Committed Loans submitted by the Swing Line Lender
      as set forth herein shall be deemed to be a request by the Swing Line
      Lender that each of the Lenders fund its risk

                                       25

<PAGE>

      participation in the relevant Swing Line Loan and each Lender's payment to
      the Administrative Agent for the account of the Swing Line Lender pursuant
      to Section 2.04(c)(i) shall be deemed payment in respect of such
      participation.

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

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

      (d) Repayment of Participations.

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

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

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

                                       26

<PAGE>

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

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

      2.05 PREPAYMENTS.

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

      (b) No Bid Loan may be prepaid without the prior consent of the applicable
Bid Loan Lender.

      (c) The Borrower may, upon notice to the Swing Line Lender (with a copy to
the Administrative Agent), at any time or from time to time, voluntarily prepay
Swing Line Loans in whole or in part without premium or penalty; provided that
(i) such notice must be received by the Swing Line Lender and the Administrative
Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such
prepayment shall be in a minimum principal amount of $500,000 or, if less, the
entire principal amount thereof then outstanding. Each such notice shall specify
the date and amount of such prepayment. If such notice is given by the Borrower,
the Borrower shall make such prepayment and the payment amount specified in such
notice shall be due and payable on the date specified therein.

      (d) If for any reason the Total Outstandings at any time exceed the
Aggregate Commitments then in effect, the Borrower shall immediately prepay
Loans in an aggregate amount equal to such excess.

      2.06 TERMINATION OR REDUCTION OF COMMITMENTS. The Borrower may, upon
notice to the Administrative Agent, terminate the Aggregate Commitments, or from
time to time permanently reduce the Aggregate Commitments; provided that (a) any
such notice shall be received by the Administrative Agent not later than 11:00
a.m. three Business Days prior to the

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<PAGE>

date of termination or reduction, (b) any such partial reduction shall be in an
aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess
thereof, (c) the Borrower shall not terminate or reduce the Aggregate
Commitments if, after giving effect thereto and to any concurrent prepayments
hereunder, the Total Outstandings would exceed the Aggregate Commitments, and
(d) if, after giving effect to any reduction of the Aggregate Commitments, the
Swing Line Sublimit exceeds the amount of the Aggregate Commitments, the Swing
Line Sublimit shall be automatically reduced by the amount of such excess. A
notice of termination of the Aggregate Commitments delivered by the Borrower to
the Administrative Agent may state that such notice is conditioned upon the
effectiveness of other credit facilities, and if any notice so states it may be
revoked by the Borrower by notice to the Administrative Agent on or prior to the
date specified for the termination of the Aggregate Commitments that the
refinancing condition has not been met and the termination is to be revoked. In
all other cases, notices provided pursuant to this Section 2.06 shall be
irrevocable when given. The Administrative Agent will promptly notify the
Lenders of any such notice of termination or reduction of the Aggregate
Commitments. Any reduction of the Aggregate Commitments shall be applied to the
Commitment of each Lender according to its Pro Rata Share. All fees accrued
until the effective date of any termination of the Aggregate Commitments shall
be paid on the effective date of such termination.

      2.07 REPAYMENT OF LOANS.

      (a) In addition to any repayments required by Section 2.05(d), the
Borrower shall repay to the Lenders on the Maturity Date the aggregate principal
amount of Committed Loans outstanding on such date.

      (b) The Borrower shall repay each Bid Loan on the last day of the Interest
Period in respect thereof.

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

      2.08 INTEREST.

      (a) Subject to the provisions of subsection (b) below, (i) each Eurodollar
Rate Committed Loan shall bear interest on the outstanding principal amount
thereof for each Interest Period at a rate per annum equal to the Eurodollar
Rate for such Interest Period plus the Applicable Rate with respect to
Eurodollar Rate Loans; (ii) each Base Rate Committed Loan shall bear interest on
the outstanding principal amount thereof from the applicable borrowing date at a
rate per annum equal to the Base Rate; (iii) each Bid Loan shall bear interest
on the outstanding principal amount thereof for the Interest Period therefor at
a rate per annum equal to the Eurodollar Rate for such Interest Period plus (or
minus) the Eurodollar Bid Margin, or at the Absolute Rate for such Interest
Period, as the case may be; and (iv) each Swing Line Loan shall bear interest on
the outstanding principal amount thereof from the applicable borrowing date at a
rate per annum equal to the Base Rate.

      (b) (i) If any amount of principal or any Loan is not paid when due
      (without regard to any applicable grace periods), whether at stated
      maturity, by acceleration or

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<PAGE>

      otherwise, such amount shall thereafter bear interest at a fluctuating
      interest rate per annum at all times equal to the Default Rate to the
      fullest extent permitted by Applicable Laws.

            (ii) If any amount (other than principal of any Loan) payable by the
      Borrower under any Loan Document is not paid when due (without regard to
      any applicable grace periods), whether at stated maturity, by acceleration
      or otherwise, then upon the request of the Required Lenders, such amount
      shall thereafter bear interest at a fluctuating interest rate per annum at
      all times equal to the Default Rate to the fullest extent permitted by
      applicable Laws.

            (iii) Upon the request of the Required Lenders, while any Event of
      Default exists, the Borrower shall pay interest on the principal amount of
      all outstanding Obligations hereunder at a fluctuating interest rate per
      annum at all times equal to the Default Rate to the fullest extent
      permitted by applicable Laws.

            (iv) Accrued and unpaid interest on past due amounts (including
      interest on past due interest) shall be due and payable upon demand.

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

      2.09 FEES.

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

      (b) Utilization Fee. The Borrower shall pay to the Administrative Agent
for the account of each Lender in accordance with its Pro Rata Share, a
utilization fee (the "Utilization Fee") of 0.125% per annum times the Total
Outstandings on each day that (i) the Total Outstandings under this Agreement
plus (ii) the "Total Outstandings" under, and as defined in,

                                       29

<PAGE>

the 364-Day Agreement exceed 50% of the actual daily amount of (x) the Aggregate
Commitments under this Agreement plus (y) the "Aggregate Commitments" under, and
as defined in, the 364-Day Agreement then in effect (or, in each case, if
terminated, in effect immediately prior to such termination). The Utilization
Fee shall be due and payable quarterly in arrears on the last Business Day of
each March, June, September and December, commencing with the first such date to
occur after the Closing Date, and on the Maturity Date. The Utilization Fee
shall be calculated quarterly in arrears. The Utilization Fee shall accrue at
all times, including at any time during which one or more of the conditions in
Article IV is not met.

      (c) Other Fees. The Borrower shall pay (i) to the Arranger and the
Administrative Agent for their own respective accounts fees in the amounts and
at the times specified in the Fee Letter, and (ii) to the Lenders such fees as
shall have been separately agreed upon in writing in the amounts and at the
times so specified. All such fees shall be fully earned when paid (or at such
other time as the Fee Letter or any other such writing may provide) and shall
not be refundable for any reason whatsoever.

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

      2.11 EVIDENCE OF DEBT.

      (a) The Credit Extensions made by each Lender shall be evidenced by one or
more accounts or records maintained by such Lender and by the Administrative
Agent in the ordinary course of business. The accounts or records maintained by
the Administrative Agent and each Lender shall be conclusive absent manifest
error of the amount of the Credit Extensions made by the Lenders to the Borrower
and the interest and payments thereon. Any failure to so record or any error in
doing so shall not, however, limit or otherwise affect the obligation of the
Borrower hereunder to pay any amount owing with respect to the Obligations. In
the event of any conflict between the accounts and records maintained by any
Lender and the accounts and records of the Administrative Agent in respect of
such matters, the accounts and records of the Administrative Agent shall control
in the absence of manifest error. Upon the request of any Lender made through
the Administrative Agent, the Borrower shall execute and deliver to such Lender
(through the Administrative Agent) a Note, which shall evidence such Lender's
Loans in addition to such accounts or records. Each Lender may attach schedules
to its Note and endorse thereon the date, Type (if applicable), amount and
maturity of its Loans and payments with respect thereto. Upon the termination of
the Aggregate Commitments and repayment of all other Obligations hereunder, each
Lender shall, at the request of the Borrower (and at the Borrower's expense),
return to the Borrower the Note evidencing such Lender's Loans marked
"cancelled".

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<PAGE>

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

      2.12 PAYMENTS GENERALLY.

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

      (b) If any payment to be made by the Borrower shall come due on a day
other than a Business Day, payment shall be made on the next following Business
Day, and such extension of time shall be reflected in computing interest or
fees, as the case may be.

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

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

            (ii) if any Lender failed to make such payment, such Lender shall
      forthwith on demand pay to the Administrative Agent the amount thereof in
      immediately available funds, together with interest thereon for the period
      from the date such amount was made available by the Administrative Agent
      to the Borrower to the date such amount is recovered by the Administrative
      Agent (the "Compensation Period") at a rate per annum equal to the Federal
      Funds Rate from time to time in effect. If such Lender pays such amount to
      the Administrative Agent, then such amount shall constitute such Lender's

                                       31

<PAGE>

      Committed Loan or Bid Loan, as the case may be, included in the applicable
      Borrowing. If such Lender does not pay such amount forthwith upon the
      Administrative Agent's demand therefor, the Administrative Agent may make
      a demand therefor upon the Borrower, and the Borrower shall pay such
      amount to the Administrative Agent, together with interest thereon for the
      Compensation Period at a rate per annum equal to the rate of interest
      applicable to the applicable Borrowing. Nothing herein shall be deemed to
      relieve any Lender from its obligation to fulfill its Commitment or to
      prejudice any rights which the Administrative Agent or the Borrower may
      have against any Lender as a result of any default by such Lender
      hereunder.

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

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

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

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

      2.13 SHARING OF PAYMENTS. If, other than as expressly provided elsewhere
herein, any Lender shall obtain on account of the Committed Loans made by it, or
the participations in Swing Line Loans held by it, any payment (whether
voluntary, involuntary, through the exercise of any right of set-off, or
otherwise) in excess of its ratable share (or other share contemplated
hereunder) thereof, such Lender shall immediately (a) notify the Administrative
Agent of such fact, and (b) purchase from the other Lenders such participations
in the Committed Loans made by them and/or such subparticipations in the
participations in Swing Line Loans held by them, as the case may be, as shall be
necessary to cause such purchasing Lender to share the excess payment in respect
of such Committed Loans or such participations, as the case may be, pro rata
with each of them; provided, however, that if all or any portion of such excess
payment is thereafter recovered from the purchasing Lender under any of the
circumstances described in Section 10.06 (including pursuant to any settlement
entered into by the purchasing Lender in its discretion), such purchase shall to
that extent be rescinded and each other Lender shall repay to the purchasing
Lender the purchase price paid therefor, together with an amount equal to such
paying Lender's ratable share (according to the proportion of (i) the amount of
such paying Lender's required repayment to (ii) the total amount so recovered
from the purchasing Lender) of

                                       32

<PAGE>

any interest or other amount paid or payable by the purchasing Lender in respect
of the total amount so recovered, without further interest thereon. The Borrower
agrees that any Lender so purchasing a participation from another Lender may, to
the fullest extent permitted by law, exercise all its rights of payment
(including the right of set-off, but subject to Section 10.09) with respect to
such participation as fully as if such Lender were the direct creditor of the
Borrower in the amount of such participation. The Administrative Agent will keep
records (which shall be conclusive and binding in the absence of manifest error)
of participations purchased under this Section and will in each case notify the
Lenders following any such purchases or repayments. Each Lender that purchases a
participation pursuant to this Section shall from and after such purchase have
the right to give all notices, requests, demands, directions and other
communications under this Agreement with respect to the portion of the
Obligations purchased to the same extent as though the purchasing Lender were
the original owner of the Obligations purchased.

      2.14 INCREASE IN COMMITMENTS.

      (a) Request for Increase. Provided there exists no Default, upon notice to
the Administrative Agent (which shall promptly notify the Lenders), the Borrower
may from time to time, request an increase in the Aggregate Commitments by an
amount (for all such requests) not exceeding $200,000,000; provided that any
such request for an increase shall be in a minimum amount of $5,000,000. At the
time of sending such notice, the Borrower (in consultation with the
Administrative Agent) shall specify the time period within which each Lender is
requested to respond (which shall in no event be less than ten Business Days
from the date of delivery of such notice to the Lenders).

      (b) Lender Elections to Increase. Each Lender shall notify the
Administrative Agent within such time period whether or not it agrees to
increase its Commitment and, if so, whether by an amount equal to, greater than,
or less than its Pro Rata Share of such requested increase. Any Lender not
responding within such time period shall be deemed to have declined to increase
its Commitment.

      (c) Notification by Administrative Agent; Additional Lenders. The
Administrative Agent shall notify the Borrower and each Lender of the Lenders'
responses to each request made hereunder. To achieve the full amount of a
requested increase, and subject to the approval of the Administrative Agent and
the Swing Line Lender (which approvals shall not be unreasonably withheld), the
Borrower may also invite additional Eligible Assignees to become Lenders
pursuant to a joinder agreement in form and substance satisfactory to the
Administrative Agent and its counsel.

      (d) Effective Date and Allocations. If the Aggregate Commitments are
increased in accordance with this Section 2.14, the Administrative Agent and the
Borrower shall determine the effective date (the "Increase Effective Date") and
the final allocation of such increase. The Administrative Agent shall promptly
notify the Borrower and the Lenders of the final allocation of such increase and
the Increase Effective Date.

      (e) Conditions to Effectiveness of Increase. As a condition precedent to
such increase, the Borrower shall deliver to the Administrative Agent a
certificate dated as of the

                                       33

<PAGE>

Increase Effective Date (in sufficient copies for each Lender) signed by a
Responsible Officer of the Borrower (i) certifying and attaching the resolutions
adopted by the Borrower approving or consenting to such increase, and (ii)
certifying that, before and after giving effect to such increase, (A) the
representations and warranties contained in Article V are true and correct on
and as of the Increase Effective Date, except to the extent that such
representations and warranties specifically refer to an earlier date, in which
case they are true and correct as of such earlier date, and except that for
purposes of this Section 2.14, the representations and warranties contained in
subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most
recent statements furnished pursuant to clauses (a) and (b), respectively, of
Section 6.01, and (B) no Default exists. The Borrower shall prepay any Committed
Loans outstanding on the Increase Effective Date (and pay any additional amounts
required pursuant to Section 3.05) to the extent necessary to keep the
outstanding Committed Loans ratable with any revised Pro Rata Shares arising
from any nonratable increase in the Commitments under this Section 2.14.

      (f) Conflicting Provisions. This Section 2.14 shall supersede any
provisions in Sections 2.13 or 10.01 to the contrary.

                                  ARTICLE III.
                     TAXES, YIELD PROTECTION AND ILLEGALITY

      3.01 TAXES.

      (a) Any and all payments by the Borrower to or for the account of the
Administrative Agent or any Lender under any Loan Document shall be made free
and clear of and without deduction for any and all present or future taxes,
duties, levies, imposts, deductions, assessments, fees, withholdings or similar
charges, and all liabilities with respect thereto, excluding, in the case of the
Administrative Agent and each Lender, taxes imposed on or measured by its
overall net income, and franchise taxes imposed on it (in lieu of net income
taxes), by the jurisdiction (or any political subdivision thereof) under the
Laws of which the Administrative Agent or such Lender, as the case may be, is
organized or maintains a lending office (all such non-excluded taxes, duties,
levies, imposts, deductions, assessments, fees, withholdings or similar charges,
and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall
be required by any Laws to deduct any Taxes from or in respect of any sum
payable under any Loan Document to the Administrative Agent or any Lender, (i)
the sum payable shall be increased as necessary so that after making all
required deductions (including deductions applicable to additional sums payable
under this Section), each of the Administrative Agent and such Lender receives
an amount equal to the sum it would have received had no such deductions been
made, (ii) the Borrower shall make such deductions, (iii) the Borrower shall pay
the full amount deducted to the relevant taxation authority or other authority
in accordance with applicable Laws, and (iv) within 60 days after the date of
such payment, the Borrower shall furnish to the Administrative Agent (which
shall forward the same to such Lender) the original or a certified copy of a
receipt evidencing payment thereof.

      (b) In addition, the Borrower agrees to pay any and all present or future
stamp, court or documentary taxes and any other excise or property taxes or
charges or similar levies which arise from any payment made under any Loan
Document or from the execution, delivery,

                                       34

<PAGE>

performance, enforcement or registration of, or otherwise with respect to, any
Loan Document (hereinafter referred to as "Other Taxes").

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

      (d) The Borrower agrees to indemnify the Administrative Agent and each
Lender for (i) the full amount of Taxes and Other Taxes (including any Taxes or
Other Taxes imposed or asserted by any jurisdiction on amounts payable under
this Section) paid by the Administrative Agent and such Lender, (ii) amounts
payable under Section 3.01(c) and (iii) any liability (including additions to
tax, penalties, interest and expenses) arising therefrom or with respect
thereto, in each case whether or not such Taxes or Other Taxes were correctly or
legally imposed or asserted by the relevant Governmental Authority. Payment
under this subsection (d) shall be made within 30 days after the date the Lender
or the Administrative Agent makes a demand therefor; provided that, the Borrower
shall only be obligated to make payments under this Section 3.01(d) to the
extent such payments relate to the period following the date that is 180 days
prior to the date of such notice; provided, further, that the foregoing
limitation shall not apply to any costs arising out of the retroactive
application of any law, rule, guideline or directive as aforesaid within such
180 day period.

      (e) Each Lender agrees to designate a different Lending Office if such
designation (i) will materially reduce or eliminate any Taxes or Other Taxes to
which this Section 3.01 applies and (ii) will not, in the good faith judgment of
such Lender, otherwise be materially disadvantageous to such Lender.

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

                                       35

<PAGE>

      3.03 INABILITY TO DETERMINE RATES. If the Required Lenders determine that
for any reason adequate and reasonable means do not exist for determining the
Eurodollar Rate for any requested Interest Period with respect to a proposed
Eurodollar Rate Committed Loan, or that the Eurodollar Rate for any requested
Interest Period with respect to a proposed Eurodollar Rate Committed Loan does
not adequately and fairly reflect the cost to such Lenders of funding such Loan,
the Administrative Agent will promptly so notify the Borrower and each Lender.
Thereafter, the obligation of the Lenders to make or maintain Eurodollar Rate
Loans shall be suspended until the Administrative Agent (upon the instruction of
the Required Lenders) revokes such notice. Upon receipt of such notice, the
Borrower may revoke any pending request for a Borrowing of, conversion to or
continuation of Eurodollar Rate Committed Loans or, failing that, will be deemed
to have converted such request into a request for a Borrowing of Base Rate
Committed Loans in the amount specified therein.

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

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

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

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

                                       36

<PAGE>

from such Lender; provided, further, that the Borrower shall only be obligated
to make payments under this Section 3.04 to the extent such payments relate to
the period following the date that is 180 days prior to the date of such notice;
and provided, further, that the foregoing limitation shall not apply to any
increased costs or reduction in return on capital arising out of the retroactive
application of any law, rule, guideline or directive as aforesaid within such
180 day period. If a Lender fails to give notice 15 days prior to the relevant
Interest Payment Date, such additional interest shall be due and payable 15 days
from receipt of such notice.

      (d) Each Lender agrees to designate a different Lending Office if such
designation (i) will materially reduce or eliminate any amounts required to be
paid by the Borrower pursuant to Section 3.04(a), (b) or (c) and (ii) will not,
in the good faith judgment of such Lender, otherwise be materially
disadvantageous to such Lender.

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

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

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

      (c) any breakage costs, charges or fees incurred during the 180 days
following the Closing Date as a result of the syndication of this Agreement and
the Obligations hereunder;

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

      3.06 MATTERS APPLICABLE TO ALL REQUESTS FOR COMPENSATION. A certificate of
the Administrative Agent or any Lender claiming compensation under this Article
III and setting forth the additional amount or amounts to be paid to it
hereunder, and in reasonable detail the basis therefor, shall be conclusive in
the absence of manifest error. In determining such amount, the Administrative
Agent or such Lender may use any reasonable averaging and attribution methods.

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

      3.08 REPLACEMENT LENDERS. If any Lender (a) seeks additional compensation
pursuant to either Section 3.01 or 3.04 or (b) is restricted from making any
Eurodollar Rate Loans under this Agreement (any such Lender, a "Restricted
Lender"), so long as no Default or Event of Default shall have occurred and be
continuing and the Borrower has obtained a commitment (in an amount not less
than the entire amount of such Restricted Lender's

                                       37

<PAGE>

Commitment) from one or more Lenders or Eligible Assignees, who does not suffer
from the same impairment as the Restricted Lender with respect to matters in
clauses (a) or (b) above, to become a Lender for all purposes hereunder (such
Lender or Lenders referred to as the "Replacement Lender"), the Borrower may
cause such Restricted Lender to be replaced by, and to assign all its rights and
obligations under this Agreement pursuant to Section 10.07 to, such Replacement
Lender so long as such Replacement Lender is reasonably acceptable to the
Administrative Agent. Such Restricted Lender agrees to execute and to deliver to
the Administrative Agent one or more Assignment and Assumption Agreements with
such Replacement Lender as provided in Section 10.07 upon payment at par of all
principal, accrued interest, accrued fees and other amounts accrued or owing
under this Agreement to such Restricted Lender, and such Replacement Lender
shall pay to the Administrative Agent the processing fee required by Section
10.07 in connection with such assignment. The Restricted Lender making such
assignment will be entitled to compensation for any expenses or other amounts
which would be owing to such Restricted Lender pursuant to any indemnification
provision hereof (including, if applicable, Section 3.05) as if the Borrower had
prepaid the Loans of such Lender (and terminated its Commitment, if applicable)
rather than such Restricted Lender having assigned its interest hereunder.
Notwithstanding any foregoing provision of this Section 3.08, the provisions
hereof will not apply to any event or occurrence that would otherwise give rise
to its application if such event or occurrence, in the reasonable judgment of
the Administrative Agent, is one of general application that affects all or a
majority of the Lenders.

                                  ARTICLE IV.
                    CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

      4.01 CONDITIONS OF INITIAL CREDIT EXTENSION. The obligation of each Lender
to make its initial Credit Extension hereunder is subject to satisfaction of the
following conditions precedent, which such conditions precedent may be satisfied
at any time prior to the initial Credit Extension hereunder:

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

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

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

            (iii) such certificates of resolutions or other action, incumbency
      certificates and/or other certificates of Responsible Officers of the
      Borrower as the Administrative Agent may require evidencing the identity,
      authority and capacity of each Responsible Officer thereof authorized to
      act as a Responsible

                                       38

<PAGE>

      Officer in connection with this Agreement and the other Loan Documents to
      which the Borrower is a party;

            (iv) such documents and certifications as the Administrative Agent
      may reasonably require to evidence that the Borrower is duly organized or
      formed, and that the Borrower is validly existing, in good standing and
      qualified to engage in business in its state of incorporation;

            (v) a favorable opinion of Jones Day, counsel to the Borrower,
      addressed to the Administrative Agent and each Lender, as to the matters
      set forth in Exhibit G and such other matters concerning the Borrower and
      the Loan Documents as the Required Lenders may reasonably request;

            (vi) a certificate of a Responsible Officer of the Borrower:

                  (A) either (x) attaching copies of all consents, licenses and
            approvals of third parties required in connection with the
            execution, delivery and performance by the Borrower and the validity
            against the Borrower of the Loan Documents to which it is a party,
            and stating that all such consents, licenses and approvals shall be
            in full force and effect, or (y) stating that no such consents,
            licenses or approvals are so required, except to the extent that
            failure to receive or obtain such consents or approvals,
            individually or in the aggregate, have not had or resulted in and
            are not reasonably likely to have or result in a Material Adverse
            Effect;

                  (B) certifying that (x) the conditions specified in Sections
            4.02(a) and (b) have been satisfied, and (y) no change, occurrence,
            development or event has occurred since January 29, 2004 that has
            had or could reasonably be expected to have, individually or in the
            aggregate, a Material Adverse Effect with respect to the Borrower
            and its Subsidiaries;

                  (C) certifying that, prior to the date hereof or substantially
            simultaneously with the consummation of this Agreement, the Borrower
            has consummated or is consummating the 364-Day Agreement, together
            with such documents with respect thereto as may be reasonably
            requested by the Administrative Agent;

            (vii) evidence of the current Debt Ratings, which shall not be less
      than BBB- from S&P and Baa3 from Moody's;

            (viii) all interim financial statements of the Borrower and its
      Subsidiaries as are available for any fiscal quarter of the Borrower
      ending after January 29, 2004;

            (ix) a Compliance Certificate signed by a Responsible Officer of the
      Borrower for the Borrower and its Subsidiaries, prepared as of the last
      day of the fiscal year of the Borrower most recently ended prior to the
      Closing Date (pro forma for the effectiveness of this Agreement and the
      364-Day Agreement, the consummation of the Acquisition, the

                                       39

<PAGE>

      issuance of the Senior Notes and the repayment and termination of the
      Existing Senior Credit Facilities); and

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

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

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

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

      (a) The representations and warranties of the Borrower contained in
Article V shall be true and correct on and as of the date of such Credit
Extension, except to the extent that such representations and warranties
specifically refer to an earlier date, in which case they shall be true and
correct as of such earlier date, and except that for purposes of this Section
4.02, the representations and warranties contained in subsections (a) and (b) of
Section 5.05 shall be deemed to refer to the most recent statements furnished
pursuant to clauses (a) and (b), respectively, of Section 6.01; provided that if
any such Credit Extension is being requested solely for the purpose of repaying
outstanding issuances of commercial paper by the Borrower or any Subsidiary, the
Borrower shall not be deemed to be making, or be required to make, the
representations and warranties set forth in Section 5.06 in connection with any
such Credit Extension.

      (b) No Default shall exist, or would result from such proposed Credit
Extension.

      (c) The Administrative Agent and, if applicable, the Swing Line Lender
shall have received a Request for Credit Extension in accordance with the
requirements hereof.

      Each Request for Credit Extension (other than a Committed Loan Notice
requesting only a conversion of Committed Loans to the other Type or a
continuation of Eurodollar Rate Committed Loans) submitted by the Borrower shall
be deemed to be a representation and warranty that the conditions specified in
Sections 4.02(a) and (b) have been satisfied on and as of the date of the
applicable Credit Extension.

                                       40

<PAGE>

                                   ARTICLE V.
                         REPRESENTATIONS AND WARRANTIES

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

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

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

      5.03 GOVERNMENTAL AUTHORIZATION; OTHER CONSENTS. No approval, consent,
exemption, authorization, or other action by, or notice to, or filing with, any
Governmental Authority or any other Person is necessary or required in
connection with the execution, delivery or performance by, or enforcement
against, the Borrower of this Agreement or any other Loan Document, except such
filings as are required to be made with, and have been, or will be, made on a
timely basis with, the SEC.

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

      5.05 FINANCIAL STATEMENTS.

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

                                       41

<PAGE>

      (b) The unaudited consolidated balance sheet of the Borrower and its
Subsidiaries for the interim fiscal quarter most recently ended prior to the
Closing Date, and the related consolidated statements of income or operations,
shareholders' equity and cash flows for the fiscal quarter ended on that date
(i) were prepared in accordance with GAAP consistently applied throughout the
period covered thereby, except as otherwise expressly noted therein, and (ii)
fairly present the financial condition of the Borrower and its Subsidiaries as
of the date thereof and their results of operations for the period covered
thereby, subject, in the case of clauses (i) and (ii), to the absence of
footnotes and to normal year-end audit adjustments.

      5.06 LITIGATION. Except as disclosed in the Borrower's 2003 Form 10-K,
there are no actions, suits, proceedings, claims or disputes pending or, to the
knowledge of the Borrower, threatened or contemplated, at law, in equity, in
arbitration or before any Governmental Authority, by or against the Borrower or
any of its Subsidiaries or against any of their properties or revenues that (a)
that purport to affect or pertain to this Agreement or any other Loan Document,
or any of the transactions contemplated hereby, or (b) either individually or in
the aggregate could reasonably be expected to have a Material Adverse Effect.

      5.07 NO DEFAULT. Neither the Borrower nor any Subsidiary is in default
under or with respect to any Contractual Obligation that could, either
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect. No Default has occurred and is continuing or would result from
the consummation of the transactions contemplated by this Agreement or any other
Loan Document.

      5.08 OWNERSHIP OF PROPERTY; LIENS. Each of the Borrower and each
Subsidiary has good record and marketable title in fee simple to, or valid
leasehold interests in, all real property necessary or used in the ordinary
conduct of its business, except for such defects in title as could not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect. The property of the Borrower and its Subsidiaries is subject to
no Liens, other than Liens permitted by Section 7.01.

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

      5.10 INSURANCE. The properties of the Borrower and its Subsidiaries are
insured with financially sound and reputable insurance companies not Affiliates
of the Borrower, in such amounts with such deductibles and covering such risks
as are customarily carried by companies engaged in similar businesses and owning
similar properties in localities where the Borrower or the applicable Subsidiary
operates.

      5.11 TAXES. The Borrower and its Subsidiaries have filed all Federal,
state, foreign and other material tax returns and reports required to be filed,
and have paid all Federal, state, foreign and other material taxes, assessments,
fees and other governmental charges levied or imposed upon them or their
properties, income or assets otherwise due and payable, except those

                                       42

<PAGE>

which are being contested in good faith by appropriate proceedings diligently
conducted and for which adequate reserves have been provided in accordance with
GAAP.

      5.12 ERISA COMPLIANCE.

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

      (b) There are no pending or, to the knowledge of the Borrower, threatened
claims (other than routine claims for benefits), actions or lawsuits, or any
investigations or audits by any Governmental Authority, with respect to any Plan
that could be reasonably be expected to have a Material Adverse Effect. There
has been no nonexempt prohibited transaction under Section 406 of ERISA or 4975
of the Code or violation of the fiduciary responsibility rules under ERISA with
respect to any Plan that has resulted or could reasonably be expected to result
in a Material Adverse Effect.

      (c) (i) No material ERISA Event has occurred or is reasonably expected to
occur; (ii) the Unfunded Pension Liabilities of all Pension Plans does not
exceed $400,000,000 on an aggregate basis; and (iii) neither the Borrower nor
any ERISA Affiliate has engaged in a transaction that could be subject to
Sections 4069 or 4212(c) of ERISA.

      5.13 SUBSIDIARIES. Each of the Borrower's corporate Subsidiaries is a
corporation duly incorporated, validly existing and in good standing under the
laws of its jurisdiction of incorporation, except to the extent that failure to
be in such good standing could not reasonably be expected to have a Material
Adverse Effect, and has all corporate powers and all material governmental
licenses, authorizations, consents and approvals required to carry on its
business as now conducted.

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

      (a) The Borrower is not engaged and will not engage, principally or as one
of its important activities, in the business of purchasing or carrying margin
stock (within the meaning of Regulation U issued by the FRB), or extending
credit for the purpose of purchasing or carrying margin stock.

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

                                       43

<PAGE>

"investment company" under the Investment Company Act of 1940, or (iii) is
subject to regulation under the Federal Power Act, the Interstate Commerce Act,
any state public utilities code, or any other Federal or state statute or
regulation limiting its ability to incur Indebtedness.

      5.15 DISCLOSURE. No report, financial statement, certificate or other
information furnished (whether in writing or orally) by or on behalf of the
Borrower to the Administrative Agent or any Lender in connection with the
transactions contemplated hereby and the negotiation of this Agreement or
delivered hereunder (as modified or supplemented by other information so
furnished) contains any material misstatement of fact or omits to state any
material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided that, with
respect to projected financial information, the Borrower represents only that
such information was prepared in good faith based upon assumptions believed to
be reasonable at the time.

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

                                  ARTICLE VI.
                              AFFIRMATIVE COVENANTS

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

      6.01 FINANCIAL STATEMENTS. Deliver to the Administrative Agent and each
Lender, in form and detail satisfactory to the Administrative Agent and the
Required Lenders:

      (a) as soon as available, but in any event within 100 days after the end
of each fiscal year of the Borrower, a consolidated balance sheet of the
Borrower and its Subsidiaries as at the end of such fiscal year, and the related
consolidated statements of income or operations, shareholders' equity and cash
flows for such fiscal year, setting forth in each case in comparative form the
figures for the previous fiscal year, all in reasonable detail and prepared in
accordance with GAAP, audited and accompanied by a report and opinion of an
independent certified public accountant of nationally recognized standing, which
report and opinion shall be prepared in accordance with generally accepted
auditing standards and shall not be subject to any "going concern" or like
qualification or exception or any qualification or exception as to the scope of
such audit; and

      (b) as soon as available, but in any event within 50 days after the end of
each of the first three fiscal quarters of each fiscal year of the Borrower, a
consolidated balance sheet of the Borrower and its Subsidiaries as at the end of
such fiscal quarter, and the related consolidated

                                       44

<PAGE>

statements of income or operations, shareholders' equity and cash flows for such
fiscal quarter and for the portion of the Borrower's fiscal year then ended,
setting forth in each case in comparative form the figures for the corresponding
fiscal quarter of the previous fiscal year and the corresponding portion of the
previous fiscal year, all in reasonable detail and certified by a Responsible
Officer of the Borrower as fairly presenting the financial condition, results of
operations, shareholders' equity and cash flows of the Borrower and its
Subsidiaries in accordance with GAAP, subject only to normal year-end audit
adjustments and the absence of footnotes.

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

      6.02 CERTIFICATES; OTHER INFORMATION. Deliver to the Administrative Agent
and each Lender, in form and detail satisfactory to the Administrative Agent and
the Required Lenders:

      (a) concurrently with the delivery of the financial statements referred to
in Section 6.01(a), a certificate of its independent certified public
accountants certifying such financial statements and stating that in making the
examination necessary therefor no knowledge was obtained of any Default under
the financial covenants set forth herein or, if any such Default shall exist,
stating the nature and status of such event;

      (b) concurrently with the delivery of the financial statements referred to
in Sections 6.01(a) and (b), a duly completed Compliance Certificate signed by a
Responsible Officer of the Borrower, provided that the Compliance Certificate
delivered with the annual financial statements referred to in Section 6.01(a)
shall in all cases include a representation and warranty by the Borrower that
since the date of the Audited Financial Statements, there has been no event or
circumstance (except events or circumstances disclosed in the Form 10-K filed by
the Borrower with the SEC for the fiscal year of the Borrower ended January 29,
2004), either individually or in the aggregate, that has had or could reasonably
be expected to have a Material Adverse Effect with respect to the Borrower and
its Subsidiaries;

      (c) promptly after the same are available, copies of each annual report,
proxy or financial statement or other report or communication sent to the
stockholders of the Borrower, and copies of all annual, regular, periodic and
special reports and registration statements which the Borrower may file or be
required to file with the SEC under Section 13 or 15(d) of the Securities
Exchange Act of 1934, and not otherwise required to be delivered to the
Administrative Agent pursuant hereto; and

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

      Documents required to be delivered pursuant to Section 6.01(a) or (b) or
Section 6.02(c) (to the extent any such documents are included in materials
otherwise filed with the SEC) may

                                       45

<PAGE>

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

      6.03 NOTICES. Promptly notify the Administrative Agent and each Lender:

      (a) of the occurrence of any Default;

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

      (c) of the occurrence of any material ERISA Event;

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

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

      Each notice pursuant to this Section shall be accompanied by a statement
of a Responsible Officer of the Borrower setting forth details of the occurrence
referred to therein and stating what action the Borrower has taken and proposes
to take with respect thereto. Each notice pursuant to Section 6.03(a) shall
describe with particularity any and all provisions of this Agreement and any
other Loan Document that have been breached.

      6.04 PAYMENT OF OBLIGATIONS. Pay and discharge as the same shall become
due and payable, all its obligations and liabilities, including (a) all material
tax liabilities, assessments and governmental charges or levies upon it or its
properties or assets, unless the same are being

                                       46

<PAGE>

contested in good faith by appropriate proceedings diligently conducted and
adequate reserves in accordance with GAAP are being maintained by the Borrower
or such Subsidiary; (b) all lawful and material claims which, if unpaid, would
by law become a Lien upon its property; and (c) all material Indebtedness, as
and when due and payable, but subject to any subordination provisions contained
in any instrument or agreement evidencing such Indebtedness.

      6.05 PRESERVATION OF EXISTENCE, ETC. (a) Preserve, renew and maintain in
full force and effect its legal existence and good standing under the Laws of
the jurisdiction of its organization except in a transaction permitted by
Section 7.03 or 7.08; (b) take all reasonable action to maintain all rights,
privileges, permits, licenses and franchises necessary or desirable in the
normal conduct of its business, except to the extent that failure to do so could
not reasonably be expected to have a Material Adverse Effect; and (c) preserve
or renew all of its registered patents, trademarks, trade names and service
marks, the non-preservation of which could reasonably be expected to have a
Material Adverse Effect.

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

      6.07 MAINTENANCE OF INSURANCE. Maintain with financially sound and
reputable insurance companies not Affiliates of the Borrower, insurance with
respect to its properties and business against loss or damage of the kinds
customarily insured against by Persons engaged in the same or similar business,
of such types and in such amounts as are customarily carried under similar
circumstances by such other Persons and the Borrower will promptly furnish to
the Lenders such information as to insurance carried as may be reasonably in
writing by the Administrative Agent.

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

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

      6.10 INSPECTION RIGHTS. Permit representatives and independent contractors
of the Administrative Agent and each Lender (at their expense) to visit and
inspect any of its properties, to examine its corporate, financial and operating
records (except as they relate to the Borrower's trade secrets or other
proprietary information of the Borrower other than any information required to
be delivered to the Lenders by the Borrower under Section 6.01), and make copies

                                       47

<PAGE>

thereof or abstracts therefrom, and to discuss its affairs, finances and
accounts with its directors, officers, and independent public accountants, all
at the expense of the Borrower and at such reasonable times during normal
business hours and as often as may be reasonably desired, upon reasonable
advance notice to the Borrower; provided, however, that when an Event of Default
exists the Administrative Agent or any Lender (or any of their respective
representatives or independent contractors) may do any of the foregoing at the
expense of the Borrower at any time during normal business hours and without
advance notice.

      6.11 USE OF PROCEEDS. Use the proceeds of the Credit Extensions (i) for
commercial paper back-up liquidity, and (ii) for working capital, capital
expenditures and general corporate purposes not in contravention of any Law or
of any Loan Document.

      6.12 FURTHER ASSURANCES. Promptly upon request by the Administrative Agent
or the Required Lenders, the Borrower shall do, execute, acknowledge and deliver
any and all such further acts, certificates, assurances and other instruments
the Administrative Agent or such Lenders, as the case may be, may reasonably
require from time to time in order to carry out more effectively the purposes of
this Agreement or any other Loan Document.

                                  ARTICLE VII.
                               NEGATIVE COVENANTS

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

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

      (a) Liens existing on the date of this Agreement securing Indebtedness
outstanding on the date of this Agreement in an aggregate principal amount not
exceeding $900,000,000;

      (b) any Lien existing on any specific tangible asset or assets of any
Person at the time such Person becomes a Subsidiary and not created in
contemplation of such event, subject to Section 7.01(e);

      (c) any Lien on any asset securing Indebtedness incurred or assumed for
the purpose of financing all or any part of the cost of acquiring such asset
(including capital leases); provided that (i) in the case of land acquired for
the purpose of constructing new business or operating facilities thereon, (A)
such Lien attaches to such land within 24 months after the acquisition thereof
and (B) construction of such new business or operating facilities thereon is
substantially complete within 24 months after the acquisition of such land and
(ii) in the case of any asset other than an asset of the type described in the
preceding clause (i), such Lien attaches to such asset concurrently with or
within 180 days after the acquisition thereof;

      (d) any Lien on any specific tangible asset or assets of any Person
existing at the time such Person is merged or consolidated with or into the
Borrower or a Subsidiary of the Borrower and not created in contemplation of
such event, subject to Section 7.01(e);

                                       48

<PAGE>

      (e) any Lien existing on any specific tangible asset or assets prior to
the acquisition thereof by the Borrower or any if its Subsidiaries and not
created in contemplation of such acquisition; provided that in the case of any
Lien permitted under this clause (e) or under clauses (b) and (d) above, any
such Lien does not by its terms cover any such tangible assets after the time
the Borrower directly or indirectly acquires such assets that were not covered
immediately prior thereto, and any such Lien does not by its terms secure any
Indebtedness other than Indebtedness existing immediately prior to the time of
acquisition of such assets;

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

      (g) Liens arising in the ordinary course of its business that (i) do not
secure Indebtedness and (ii) 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) Liens arising from the Borrower's or any of its Subsidiary's pledging
of equipment, not otherwise permitted by the foregoing clauses of this Section,
securing Indebtedness in an aggregate principal amount at any time outstanding
not to exceed $1,000,000,000; and

      (i) Liens on real property; provided that the aggregate value of real
property owned by the Borrower (not including for purposes of this proviso any
real property acquired or held by the Borrower subject to the interest of a
lessor under a capital lease relating to such real property), as determined on a
lower of cost or Fair Market Value basis (as defined below), exceeds the
aggregate principal amount of Indebtedness secured by Liens on such real
property in an amount not less than $1,000,000,000.

      For the purposes of Section 7.01, "Fair Market Value" means with respect
to any real property of the Borrower or any Subsidiary at any date the open
market cash purchase price that an informed and willing purchaser would pay for
such real property in an arm's-length transaction to a willing and informed
owner under no compulsion to sell, all as determined (i) if no Default has
occurred and is continuing, at the option of the Required Lenders either (A) in
good faith by the Board of Directors of the Borrower or (B) by an appraisal
conducted by an independent appraiser satisfactory to the Administrative Agent
and the Borrower, the cost of such appraisal to be shared equally by the
Borrower and the Lenders, and (ii) if a Default has occurred and is continuing,
by an appraisal conducted by an independent appraiser satisfactory to the
Administrative Agent and the Borrower, the cost of such appraisal to be borne
solely by the Borrower.

      7.02 INDEBTEDNESS. Create, incur, assume or suffer to exist any
Indebtedness, in each case, of a Subsidiary, except:

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

      (b) obligations (contingent or otherwise) existing or arising under any
Swap Contract, provided that (i) such obligations are (or were) entered into by
such Person in the ordinary course

                                       49

<PAGE>

of business for the purpose of directly mitigating risks associated with
liabilities, commitments, investments, assets, or property held or reasonably
anticipated by such Person, or changes in the value of securities issued by such
Person, and not for purposes of speculation or taking a "market view"; and (ii)
such Swap Contract does not contain any provision exonerating the non-defaulting
party from its obligation to make payments on outstanding transactions to the
defaulting party;

      (c) endorsements for collection or deposit in the ordinary course of
business;

      (d) Indebtedness existing on the Closing Date in an amount not to exceed
$2,000,000,000;

      (e) Indebtedness secured by Liens permitted by Sections 7.01(b), (c), (d),
(e), (h) or (i);

      (f) (i) Acquired Indebtedness (other than Non-Recourse Acquired
Indebtedness) not exceeding $500,000,000 in aggregate principal amount at any
time outstanding and (ii) Non-Recourse Acquired Indebtedness;

      (g) capital leases entered into by any Subsidiary after the Closing Date
to finance the acquisition of equipment or real property;

      (h) Indebtedness of wholly-owned Subsidiaries of the Borrower to the
Borrower or to other wholly-owned Subsidiaries of the Borrower; and

      (i) additional Indebtedness incurred after the Closing Date not exceeding
$500,000,000 in aggregate principal amount at any time outstanding.

      7.03 FUNDAMENTAL CHANGES. Either (a) Dispose of (whether in one
transaction or in a series of transactions) all or any substantial part of the
assets (whether now owned or hereafter acquired) of the Borrower and its
Subsidiaries, considered as a whole, to or in favor of any Person, or (b) merge,
dissolve, liquidate, consolidate with or into another Person, except that, so
long as no Default exists or would result therefrom, (i) any Subsidiary may
merge with (A) the Borrower, provided that the Borrower shall be the continuing
or surviving Person, or (B) any one or more other Subsidiaries, (ii) the
Borrower may merge with another Person if the Borrower is the Person surviving
such merger and (iii) any Subsidiary may merge, dissolve, liquidate, consolidate
with or into another Person if any Disposition of such Subsidiary would not
result in a violation of clause (a) above.

      7.04 CHANGE IN NATURE OF BUSINESS. Engage in any material line of business
substantially different from those lines of business conducted by the Borrower
and its Subsidiaries on the date hereof or any business substantially related or
incidental thereto.

      7.05 BURDENSOME AGREEMENTS. Enter into any Contractual Obligation (other
than this Agreement or any other Loan Document) that limits the ability of any
Material Subsidiary (a) to Guarantee the Indebtedness of the Borrower, or (b) to
make Restricted Payments to the Borrower or to otherwise transfer property to
the Borrower, provided that any requirement that a non-wholly-owned Subsidiary
make Restricted Payments to all owners of its equity interests,

                                       50

<PAGE>

including owners other than the Borrower or one of its Subsidiaries, in
accordance with their respective equity interests shall not constitute a
limitation prohibited by this subsection (b).

      7.06 USE OF PROCEEDS. Use the proceeds of any Credit Extension, whether
directly or indirectly, and whether immediately, incidentally or ultimately, to
purchase or carry margin stock (within the meaning of Regulation U of the FRB)
or to extend credit to others for the purpose of purchasing or carrying margin
stock or to refund indebtedness originally incurred for such purpose.

      7.07 FINANCIAL COVENANTS.

      (a) FIXED CHARGE COVERAGE RATIO. Permit the Fixed Charge Coverage Ratio as
of the end of any fiscal quarter of the Borrower to be less than the amount set
forth opposite such fiscal quarter in the table below:

<TABLE>
<CAPTION>
FISCAL QUARTER ENDING CLOSEST TO:                   FIXED CHARGE COVERAGE RATIO NOT TO BE LESS THAN:
---------------------------------                   ------------------------------------------------
<S>                                                 <C>
July 31, 2004,
October 31, 2004,
January 31, 2005 and
April 30, 2005                                                         2.50 to 1.00

July 31, 2005,
October 31, 2005,
January 31, 2006 and                                                   2.60 to 1.00
April 30, 2006

July 31, 2006, and
each fiscal quarter thereafter                                         2.70 to 1.00
</TABLE>

      (b) CONSOLIDATED LEVERAGE RATIO. Permit the Consolidated Leverage Ratio at
any time to be greater than the amount set forth opposite the applicable period
in the table below:

<TABLE>
<CAPTION>
                      PERIOD:                                   CONSOLIDATED LEVERAGE RATIO NOT TO EXCEED:
----------------------------------------------------------      ------------------------------------------
<S>                                                             <C>
Closing Date through the last day of the fiscal quarter
ending closest to April 30, 2006                                                   4.50 to 1.00

First day of the fiscal quarter ending closest to July 31,
2006 through the last day of the fiscal quarter ending                             4.25 to 1.00
closest to April 30, 2007

First day of the fiscal quarter ending closest to July 31,
2007 and at all times thereafter                                                   4.00 to 1.00
</TABLE>

                                       51

<PAGE>

      7.08 REAL PROPERTY DISPOSITIONS. Make any Real Property Disposition or
enter into any agreement to make any Real Property Disposition, except:

      (a) Real Property Dispositions required by a Governmental Authority in
connection with an acquisition by the Borrower or one or more of its
Subsidiaries of (i) a controlling equity or other ownership interest in another
Person (including the purchase of an option, warrant or convertible or similar
type security to acquire such a controlling interest at the time it becomes
exercisable by the holder thereof), whether by purchase of such equity or other
ownership interest or upon exercise of an option or warrant for, or conversion
of securities into, such equity or other ownership interest, or (ii) assets of
another Person which constitute all or substantially all of the assets of such
Person or of a division or line or lines of business conducted by such Person;

      (b) Real Property Dispositions to the extent that (i) the real property
Disposed is exchanged for credit against the purchase price of replacement real
property that is used or useful, or expected to be useful, in the lines of
business conducted by the Borrower and its Subsidiaries on the date hereof or
any business substantially related or incidental thereto; or (ii) the proceeds
of such Real Property Disposition are thereafter applied either (A) to the
purchase and/or construction price of replacement real property that is used or
useful, or expected to be useful, in the lines of business conducted by the
Borrower and its Subsidiaries on the date hereof or any business substantially
related or incidental thereto, or (B) to the permanent repayment of outstanding
Indebtedness of the Borrower or any of its Subsidiaries, provided that prior to
the actual use of proceeds in the manner described in Section 7.08(b)(ii)
(unless such use is substantially concurrent with the Real Property Disposition
at issue), any Real Property Disposition must be otherwise permitted pursuant to
another subsection of this Section 7.08 until the time such use of proceeds
makes such Real Property Disposition permissible under this Section 7.08(b);

      (c) Real Property Dispositions by any Subsidiary to the Borrower or to
another Subsidiary;

      (d) Real Property Dispositions made in connection with, or as a part of, a
Disposition permitted by Section 7.03; and

      (e) other Real Property Dispositions by the Borrower and its Subsidiaries
not otherwise permitted under this Section 7.08; provided that (i) at the time
of such Disposition, no Default shall exist or would result from such
Disposition and (ii) either (A) the value of such Real Property Disposition,
when combined with all other Real Property Dispositions made as part of the same
transaction or a related series of transactions, does not exceed $100,000,000 or
(B) the value of such Real Property Disposition, when combined with the value of
all other Real Property Dispositions made in reliance on this Section
7.08(e)(ii)(B) during the term of this Agreement (other than any such Real
Property Dispositions as are or have become permitted under another clause of
this Section 7.08), shall not exceed 15% of the consolidated total assets from
time to time of the Borrower and its Subsidiaries on a consolidated basis.

                                       52

<PAGE>

                                 ARTICLE VIII.
                         EVENTS OF DEFAULT AND REMEDIES

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

      (a) Non-Payment. The Borrower fails to pay (i) when and as required to be
paid herein, any amount of principal of any Loan, or (ii) within three Business
Days after the same becomes due, any interest on any Loan, or any fee due
hereunder, or (iii) within five days after the same becomes due, any other
amount payable hereunder or under any other Loan Document; or

      (b) Specific Covenants. The Borrower fails to perform or observe any term,
covenant or agreement contained in any of Section 6.01, 6.02, 6.03, 6.05, 6.10
or 6.11 or Article VII; or

      (c) Other Defaults. The Borrower fails to perform or observe any other
covenant or agreement (not specified in subsection (a) or (b) above) contained
in any Loan Document on its part to be performed or observed and such failure
continues for 15 Business Days after the earlier of (i) the date upon which the
chief financial officer, chief accounting officer or other senior officer of the
Borrower knew or reasonably should have known of such failure or (ii) notice
thereof has been given to the Borrower by the Administrative Agent at the
request of any Lender; or

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

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

                                       53

<PAGE>

Value owed by the Borrower or such Subsidiary as a result thereof is greater
than the Threshold Amount; or

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

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

      (h) Judgments. There is entered against the Borrower or any Subsidiary (i)
a final judgment or order for the payment of money in an aggregate amount
exceeding the Threshold Amount (to the extent not covered by independent
third-party insurance as to which the insurer does not dispute coverage), or
(ii) any one or more non-monetary final judgments that have, or could reasonably
be expected to have, individually or in the aggregate, a Material Adverse Effect
and, in either case, (A) the commencement of any enforcement proceedings by any
creditor upon such judgment or order that is not stayed by applicable Law or
judicial order, or (B) there is a period of 30 consecutive days during which a
stay of enforcement of such judgment, by reason of a pending appeal or
otherwise, is not in effect; or

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

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

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

                                       54

<PAGE>

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

      (a) declare the commitment of each Lender to make Loans to be terminated,
whereupon such commitments and obligation shall be terminated;

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

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

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

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

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

      Second, to payment of that portion of the Obligations constituting fees,
indemnities and other amounts (other than principal and interest) payable to the
Lenders (including Attorney Costs and amounts payable under Article III),
ratably among them in proportion to the amounts described in this clause Second
payable to them;

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

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

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

                                       55

<PAGE>

                                  ARTICLE IX.
                              ADMINISTRATIVE AGENT

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

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

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

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      9.04 RELIANCE BY ADMINISTRATIVE AGENT.

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

      (b) For purposes of determining compliance with the conditions specified
in Section 4.01, each Lender that has signed this Agreement shall be deemed to
have consented to, approved or accepted or to be satisfied with, each document
or other matter required thereunder to be consented to or approved by or
acceptable or satisfactory to a Lender unless the Administrative Agent shall
have received notice from such Lender prior to the proposed Closing Date
specifying its objection thereto.

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

      9.06 CREDIT DECISION; DISCLOSURE OF INFORMATION BY ADMINISTRATIVE AGENT.
Each Lender acknowledges that no Agent-Related Person has made any
representation or warranty to it, and that no act by the Administrative Agent
hereafter taken, including any consent to and acceptance of any assignment or
review of the affairs of the Borrower or any Affiliate thereof, shall be deemed
to constitute any representation or warranty by any Agent-Related Person to any
Lender as to any matter, including whether Agent-Related Persons have disclosed
material information in their possession. Each Lender represents to the
Administrative Agent that it has, independently and without reliance upon any
Agent-Related Person and based on such

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documents and information as it has deemed appropriate, made its own appraisal
of and investigation into the business, prospects, operations, property,
financial and other condition and creditworthiness of the Borrower and its
Subsidiaries, and all applicable bank or other regulatory Laws relating to the
transactions contemplated hereby, and made its own decision to enter into this
Agreement and to extend credit to the Borrower hereunder. Each Lender also
represents that it will, independently and without reliance upon any
Agent-Related Person and based on such documents and information as it shall
deem appropriate at the time, continue to make its own credit analysis,
appraisals and decisions in taking or not taking action under this Agreement and
the other Loan Documents, and to make such investigations as it deems necessary
to inform itself as to the business, prospects, operations, property, financial
and other condition and creditworthiness of the Borrower. Except for notices,
reports and other documents expressly required to be furnished to the Lenders by
the Administrative Agent herein, the Administrative Agent shall not have any
duty or responsibility to provide any Lender with any credit or other
information concerning the business, prospects, operations, property, financial
and other condition or creditworthiness of the Borrower or any of its Affiliates
which may come into the possession of any Agent-Related Person.

      9.07 INDEMNIFICATION OF ADMINISTRATIVE AGENT. Whether or not the
transactions contemplated hereby are consummated, the Lenders shall indemnify
upon demand each Agent-Related Person (to the extent not reimbursed by or on
behalf of the Borrower and without limiting the obligation of the Borrower to do
so), pro rata, and hold harmless each Agent-Related Person from and against any
and all Indemnified Liabilities incurred by it; provided, however, that no
Lender shall be liable for the payment to any Agent-Related Person of any
portion of such Indemnified Liabilities to the extent determined in a final,
nonappealable judgment by a court of competent jurisdiction to have resulted
from such Agent-Related Person's own gross negligence or willful misconduct;
provided, however, that no action taken in accordance with the directions of the
Required Lenders shall be deemed to constitute gross negligence or willful
misconduct for purposes of this Section. Without limitation of the foregoing,
each Lender shall reimburse the Administrative Agent upon demand for its ratable
share of any costs or out-of-pocket expenses (including Attorney Costs) incurred
by the Administrative Agent in connection with the preparation, execution,
delivery, administration, modification, amendment or enforcement (whether
through negotiations, legal proceedings or otherwise) of, or legal advice in
respect of rights or responsibilities under, this Agreement, any other Loan
Document, or any document contemplated by or referred to herein, to the extent
that the Administrative Agent is not reimbursed for such expenses by or on
behalf of the Borrower. The undertaking in this Section shall survive
termination of the Aggregate Commitments, the payment of all other Obligations
and the resignation of the Administrative Agent.

      9.08 ADMINISTRATIVE AGENT IN ITS INDIVIDUAL CAPACITY. Bank of America and
its Affiliates may make loans to, issue letters of credit for the account of,
accept deposits from, acquire equity interests in and generally engage in any
kind of banking, trust, financial advisory, underwriting or other business with
each of the Borrower and its Affiliates as though Bank of America were not the
Administrative Agent hereunder and without notice to or consent of the Lenders.
The Lenders acknowledge that, pursuant to such activities, Bank of America or
its Affiliates may receive information regarding the Borrower or its Affiliates
(including information that may be subject to confidentiality obligations in
favor of the Borrower or such Affiliate) and acknowledge that the Administrative
Agent shall be under no obligation to provide

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such information to them. With respect to its Loans, Bank of America shall have
the same rights and powers under this Agreement as any other Lender and may
exercise such rights and powers as though it were not the Administrative Agent,
and the terms "Lender" and "Lenders" include Bank of America in its individual
capacity.

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

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

            (a) to file and prove a claim for the whole amount of the principal
      and interest owing and unpaid in respect of the Loans and all other
      Obligations that are owing and unpaid and to file such other documents as
      may be necessary or advisable in order to have the claims of the Lenders
      and the Administrative Agent (including any claim for the reasonable
      compensation, expenses, disbursements and advances of the Lenders and the
      Administrative Agent and their respective agents and counsel and all other
      amounts due

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      the Lenders and the Administrative Agent under Sections 2.09 and 10.04)
      allowed in such judicial proceeding; and

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

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

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

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

                                   ARTICLE X.
                                  MISCELLANEOUS

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

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

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

      (c) postpone any date fixed by this Agreement or any other Loan Document
for any payment of principal, interest, fees or other amounts due to the Lenders
(or any of them) or any

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scheduled reduction of the Aggregate Commitments hereunder or under any other
Loan Document without the written consent of each Lender directly affected
thereby;

      (d) reduce the principal of, or the rate of interest specified herein on,
any Loan, or (subject to clause (iii) of the second proviso to this Section
10.01) any fees or other amounts payable hereunder or under any other Loan
Document without the written consent of each Lender directly affected thereby;
provided, however, that only the consent of the Required Lenders shall be
necessary to amend the definition of "Default Rate" or to waive any obligation
of the Borrower to pay interest at the Default Rate;

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

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

and, provided further, that (i) no amendment, waiver or consent shall, unless in
writing and signed by the Administrative Agent in addition to the Lenders
required above, affect the rights or duties of the Administrative Agent under
this Agreement or any other Loan Document; (ii) no amendment, waiver or consent
shall, unless in writing and signed by the Swing Line Lender in addition to the
Lenders required above, affect the rights and duties of the Swing Line Lender
under this Agreement; and (iii) the Fee Letter may be amended, or rights or
privileges thereunder waived, in a writing executed only by the parties thereto.
Notwithstanding anything to the contrary herein, no Defaulting Lender shall have
any right to approve or disapprove any amendment, waiver or consent hereunder,
except that the Commitment of such Lender may not be increased or extended
without the consent of such Lender.

      10.02 NOTICES AND OTHER COMMUNICATIONS; FACSIMILE COPIES.

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

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

            (ii) if to any other Lender, to the address, facsimile number,
      electronic mail address or telephone number specified in its
      Administrative Questionnaire or to such other address, facsimile number,
      electronic mail address or telephone number as shall be

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      designated by such party in a notice to the Borrower, the Administrative
      Agent and the Swing Line Lender.

Notices sent by hand or overnight courier service, or mailed by certified or
registered mail, shall be deemed to have been given when received; notices sent
by facsimile shall be deemed to have been given when sent (except that, if not
given during normal business hours for the recipient, shall be deemed to have
been given at the opening of business on the next business day for the
recipient). Notices delivered through electronic communications to the extent
provided in subsection (b) below shall be effective as provided in such
subsection (b).

      (b) Electronic Communications. Notices and other communications to the
Lenders hereunder may be delivered or furnished by electronic communication
(including e-mail and Internet or intranet websites) pursuant to procedures
approved by the Administrative Agent, provided that the foregoing shall not
apply to notices to any Lender pursuant to Article II if such Lender has
notified the Administrative Agent that it is incapable of receiving notices
under such Article by electronic communication. The Administrative Agent or the
Borrower may, in its discretion, agree to accept notices and other
communications to it hereunder by electronic communications pursuant to
procedures approved by it, provided that approval of such procedures may be
limited to particular notices or communications.

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

      (d) Reliance by Administrative Agent and Lenders. The Administrative Agent
and the Lenders shall be entitled to rely and act upon any notices (including
telephonic Requests for Credit Extension) purportedly given by or on behalf of
the Borrower even if (i) such notices were not made in a manner specified
herein, were incomplete or were not preceded or followed by any other form of
notice specified herein, or (ii) the terms thereof, as understood by the
recipient, varied from any confirmation thereof. The Borrower shall indemnify
each Agent-Related Person and each Lender from all losses, costs, expenses and
liabilities resulting from the reliance by such Person on each notice
purportedly given by or on behalf of the Borrower. All telephonic notices to and
other communications with the Administrative Agent may be recorded by the
Administrative Agent, and each of the parties hereto hereby consents to such
recording.

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

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

      10.05 INDEMNIFICATION BY THE BORROWER. Whether or not the transactions
contemplated hereby are consummated, the Borrower shall indemnify and hold
harmless each Agent-Related Person, each Lender and their respective Affiliates,
directors, officers, employees, counsel, agents and attorneys-in-fact
(collectively the "Indemnitees") from and against any and all liabilities,
obligations, losses, damages, penalties, claims, demands, actions, judgments,
suits, costs, expenses and disbursements (including Attorney Costs) of any kind
or nature whatsoever which may at any time be imposed on, incurred by or
asserted against any such Indemnitee in any way relating to or arising out of or
in connection with (a) the execution, delivery, enforcement, performance or
administration of any Loan Document or any other agreement, letter or instrument
delivered in connection with the transactions contemplated thereby or the
consummation of the transactions contemplated thereby, (b) any Commitment or
Loan or the use or proposed use of the proceeds therefrom, (c) any actual or
alleged presence or release of Hazardous Materials on or from any property
currently or formerly owned or operated by the Borrower or any Subsidiary, or
any Environmental Liability related in any way to the Borrower or any
Subsidiary, or (d) any actual or prospective claim, litigation, investigation or
proceeding relating to any of the foregoing, whether based on contract, tort or
any other theory (including any investigation of, preparation for, or defense of
any pending or threatened claim, investigation, litigation or proceeding) and
regardless of whether any Indemnitee is a party thereto (all the foregoing,
collectively, the "Indemnified Liabilities"); provided that such indemnity shall
not, as to any Indemnitee, be available to the extent that such liabilities,
obligations, losses, damages, penalties, claims, demands, actions, judgments,
suits, costs, expenses or disbursements are determined by a court of competent
jurisdiction by final and nonappealable judgment to have resulted from the gross
negligence or willful misconduct of such Indemnitee. Subject to the Indemnitee's
obligations under Section 10.08, no Indemnitee shall be liable for any damages
arising from the use by others of any information or other materials obtained
through IntraLinks or other similar information transmission systems in
connection with this Agreement. No Indemnitee shall have any liability for any
indirect or

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consequential damages relating to this Agreement or any other Loan Document or
arising out of its activities in connection herewith or therewith (whether
before or after the Closing Date). All amounts due under this Section 10.05
shall be payable within 30 days after demand therefor. The agreements in this
Section shall survive the resignation of the Administrative Agent, the
replacement of any Lender, the termination of the Aggregate Commitments and the
repayment, satisfaction or discharge of all the other Obligations.

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

      10.07 SUCCESSORS AND ASSIGNS.

      (a) The provisions of this Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns
permitted hereby, except that the Borrower may not assign or otherwise transfer
any of its rights or obligations hereunder without the prior written consent of
each Lender and no Lender may assign or otherwise transfer any of its rights or
obligations hereunder except (i) to an Eligible Assignee in accordance with the
provisions of subsection (b) of this Section, (ii) by way of participation in
accordance with the provisions of subsection (d) of this Section, or (iii) by
way of pledge or assignment of a security interest subject to the restrictions
of subsection (f) of this Section (and any other attempted assignment or
transfer by any party hereto shall be null and void). Nothing in this Agreement,
expressed or implied, shall be construed to confer upon any Person (other than
the parties hereto, their respective successors and assigns permitted hereby,
Participants to the extent provided in subsection (d) of this Section and, to
the extent expressly contemplated hereby, the Indemnitees) any legal or
equitable right, remedy or claim under or by reason of this Agreement.

      (b) Any Lender may at any time assign to one or more Eligible Assignees
all or a portion of its rights and obligations under this Agreement (including
all or a portion of its Commitment and the Loans (including for purposes of this
subsection (b), participations in Swing Line Loans) at the time owing to it);
provided that (i) except in the case of an assignment of the entire remaining
amount of the assigning Lender's Commitment and the Loans at the time owing to
it or in the case of an assignment to a Lender or an Affiliate of a Lender or an
Approved Fund (as defined in subsection (g) of this Section) with respect to a
Lender, the aggregate amount of the Commitment (which for this purpose includes
Loans outstanding thereunder) subject to each such assignment, determined as of
the date the Assignment and Assumption with respect to such assignment is
delivered to the Administrative Agent or, if

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"Trade Date" is specified in the Assignment and Assumption, as of the Trade
Date, shall not be less than $5,000,000 unless each of the Administrative Agent
and, so long as no Event of Default has occurred and is continuing, the Borrower
otherwise consents (each such consent not to be unreasonably withheld or
delayed); (ii) each partial assignment shall be made as an assignment of a
proportionate part of all the assigning Lender's rights and obligations under
this Agreement with respect to the Loans or the Commitment assigned, except that
this clause (ii) shall not apply to rights in respect of Bid Loans or Swing Line
Loans; (iii) any assignment of a Commitment must be approved by the
Administrative Agent and the Swing Line Lender unless the Person that is the
proposed assignee is itself a Lender (whether or not the proposed assignee would
otherwise qualify as an Eligible Assignee); and (iv) the parties to each
assignment shall execute and deliver to the Administrative Agent an Assignment
and Assumption, together with a processing and recordation fee of $3,500.
Subject to acceptance and recording thereof by the Administrative Agent pursuant
to subsection (c) of this Section, from and after the effective date specified
in each Assignment and Assumption, the Eligible Assignee thereunder shall be a
party to this Agreement and, to the extent of the interest assigned by such
Assignment and Assumption, have the rights and obligations of a Lender under
this Agreement, and the assigning Lender thereunder shall, to the extent of the
interest assigned by such Assignment and Assumption, be released from its
obligations under this Agreement (and, in the case of an Assignment and
Assumption covering all of the assigning Lender's rights and obligations under
this Agreement, such Lender shall cease to be a party hereto but shall continue
to be entitled to the benefits of Sections 3.01, 3.04, 3.05, 10.04 and 10.05
with respect to facts and circumstances occurring prior to the effective date of
such assignment). Upon request, the Borrower (at its expense) shall execute and
deliver a Note to the assignee Lender and, in the event that the assigning
Lender has assigned all of its rights and obligations under this Agreement in
connection with such assignment, the assigning Lender (at the Borrower's
expense) shall return to the Borrower the Note evidencing such assigning
Lender's Committed Loans marked "cancelled". Any assignment or transfer by a
Lender of rights or obligations under this Agreement that does not comply with
this subsection shall be treated for purposes of this Agreement as a sale by
such Lender of a participation in such rights and obligations in accordance with
subsection (d) of this Section.

      (c) The Administrative Agent, acting solely for this purpose as an agent
of the Borrower, shall maintain at the Administrative Agent's Office a copy of
each Assignment and Assumption delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the Commitments of,
and principal amounts of the Loans owing to, each Lender pursuant to the terms
hereof from time to time (the "Register"). The entries in the Register shall be
conclusive, and the Borrower, the Administrative Agent and the Lenders may treat
each Person whose name is recorded in the Register pursuant to the terms hereof
as a Lender hereunder for all purposes of this Agreement, notwithstanding notice
to the contrary. The Register shall be available for inspection by the Borrower,
at any reasonable time and from time to time upon reasonable prior notice. In
addition, at any time that a request for a consent for a material or other
substantive change to the Loan Documents is pending, any Lender wishing to
consult with other Lenders in connection therewith may request and receive from
the Administrative Agent a copy of the Register.

      (d) Any Lender may at any time, without the consent of, or notice to, the
Borrower or the Administrative Agent, sell participations to any Person (other
than a natural person or the

                                       65

<PAGE>

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

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

      (f) Any Lender may at any time pledge or assign a security interest in all
or any portion of its rights under this Agreement (including under its Note, if
any) to secure obligations of such Lender, including any pledge or assignment to
secure obligations to a Federal Reserve Bank; provided that no such pledge or
assignment shall release such Lender from any of its obligations hereunder or
substitute any such pledgee or assignee for such Lender as a party hereto.

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

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

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

                                       66

<PAGE>

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

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

      10.08 CONFIDENTIALITY. Each of the Administrative Agent and the Lenders
agrees to maintain the confidentiality of the Information (as defined below),
and each of the Administrative Agent and the Lenders and their respective
Affiliates shall use any such Information only in connection with or in
enforcement of this Agreement and the other Loan Documents or in connection with
other business now or hereafter existing or contemplated with the Borrower or
any Subsidiary, except that Information may be disclosed (a) to their Affiliates
and to their Affiliates' respective partners, directors, officers, employees,
agents, advisors and representatives (it being understood that the Persons to
whom such disclosure is made will be informed of the confidential nature of such
Information and instructed to keep such Information confidential), (b) to the
extent requested by any regulatory authority (including any self-regulatory
authority purporting to have jurisdiction over it, such as the National
Association of Insurance Commissioners), (c) to the extent required by
applicable laws or regulations or by any subpoena or similar legal process, (d)
to any other party hereto, (e) to the extent required or deemed necessary by the
Administrative Agent, in connection with the exercise of any remedies hereunder
or under or any other Loan Document or any action or proceeding relating to this
Agreement or any other Loan Documents or the enforcement of rights hereunder or
thereunder, (f) subject to an agreement containing provisions substantially the
same as those of this Section, (i) to any assignee of or Participant in, or any
prospective assignee of or Participant in, any of its rights or obligations
under this Agreement or (ii) any actual or prospective counterparty (or its
advisors) to any swap or derivative transaction relating to the Borrower and its
obligations, (g) with the consent of the Borrower, or (h) to the extent such
Information (x) becomes publicly available other than as a result of a breach of
this Section or (y) becomes available to the Administrative Agent or any Lender
on a nonconfidential basis from a source other than the Borrower. For the
purposes of this Section, "Information" means all information received from the
Borrower or any Subsidiary relating to the Borrower or any Subsidiary or any of
their respective businesses, other than any such information that is available
to the Administrative Agent or any Lender on a nonconfidential basis prior to
disclosure by the Borrower or any Subsidiary, provided that, in the case of
information received from the Borrower or any Subsidiary after the date hereof,
such information is clearly identified at the time of delivery as confidential.
Any Person required to maintain the confidentiality of Information as provided
in this Section shall be considered to have complied with its obligation to do
so if such Person has

                                       67

<PAGE>

exercised the same degree of care to maintain the confidentiality of such
Information as such Person would accord to its own confidential information.

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

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

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

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

      10.13 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations and
warranties made hereunder and in any other Loan Document or other document
delivered

                                       68

<PAGE>

pursuant hereto or thereto or in connection herewith or therewith shall survive
the execution and delivery hereof and thereof. Such representations and
warranties have been or will be relied upon by the Administrative Agent and each
Lender, regardless of any investigation made by the Administrative Agent or any
Lender or on their behalf and notwithstanding that the Administrative Agent or
any Lender may have had notice or knowledge of any Default at the time of any
Credit Extension, and shall continue in full force and effect as long as any
Loan or any other Obligation hereunder shall remain unpaid or unsatisfied.

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

      10.15 TAX FORMS.

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

                                       69

<PAGE>

            (ii) Each Foreign Lender, to the extent it does not act or ceases to
      act for its own account with respect to any portion of any sums paid or
      payable to such Lender under any of the Loan Documents (for example, in
      the case of a typical participation by such Lender), shall deliver to the
      Administrative Agent on the date when such Foreign Lender ceases to act
      for its own account with respect to any portion of any such sums paid or
      payable, and at such other times as may be necessary in the determination
      of the Administrative Agent (in the reasonable exercise of its
      discretion), (A) two duly signed completed copies of the forms or
      statements required to be provided by such Lender as set forth above, to
      establish the portion of any such sums paid or payable with respect to
      which such Lender acts for its own account that is not subject to U.S.
      withholding tax, and (B) two duly signed completed copies of IRS Form
      W-8IMY (or any successor thereto), together with any information such
      Lender chooses to transmit with such form, and any other certificate or
      statement of exemption required under the Code, to establish that such
      Lender is not acting for its own account with respect to a portion of any
      such sums payable to such Lender.

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

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

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

      (c) If any Governmental Authority asserts that the Administrative Agent
did not properly withhold or backup withhold, as the case may be, any tax or
other amount from

                                       70

<PAGE>

payments made to or for the account of any Lender, such Lender shall indemnify
the Administrative Agent therefor, including all penalties and interest, any
taxes imposed by any jurisdiction on the amounts payable to the Administrative
Agent under this Section, and costs and expenses (including Attorney Costs) of
the Administrative Agent. The obligation of the Lenders under this Section shall
survive the termination of the Aggregate Commitments, repayment of all other
Obligations hereunder and the resignation of the Administrative Agent.

      10.16 GOVERNING LAW.

      (a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAW OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE
PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT THE ADMINISTRATIVE AGENT AND
EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.

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

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

                                       71

<PAGE>

      10.18 ENTIRE AGREEMENT. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS
REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE
PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

      10.19 USA PATRIOT ACT NOTICE. Each Lender and the Administrative Agent
(for itself and not on behalf of any Lender) hereby notifies the Borrower that
pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56
(signed into law October 26, 2001)) (the "Act"), it is required to obtain,
verify and record information that identifies the Borrower, which information
includes the name and address of the Borrower and other information that will
allow such Lender or the Administrative Agent, as applicable, to identify the
Borrower in accordance with the Act.

                                       72

<PAGE>

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

                                       ALBERTSON'S, INC.

                                       By: /s/ John F. Boyd
                                           -------------------------------------
                                       Name: John Boyd
                                       Title: Group Vice President and Treasurer

                     Albertson's Five-Year Credit Agreement
                                Signature Page 1

<PAGE>

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

                                       By: /s/ Molly J. Oxford
                                           -------------------------------------
                                       Name: Molly J. Oxford
                                       Title: Vice President

                     Albertson's Five-Year Credit Agreement
                                Signature Page 2

<PAGE>

                                       BANK OF AMERICA, N.A., as a Lender and
                                       Swingline Lender

                                       By: /s/ Daniel M. Killian
                                           -------------------------------------
                                       Name: Daniel M. Killian
                                       Title: Managing Director

                     Albertson's Five-Year Credit Agreement
                                Signature Page 3

<PAGE>

                                       BANK ONE, NA

                                       By: /s/ Steven P. Sullivan
                                           -------------------------------------
                                       Name: Steven P. Sullivan
                                       Title: Director

                     Albertson's Five-Year Credit Agreement
                                Signature Page 4

<PAGE>

                                       CREDIT SUISSE FIRST BOSTON, ACTING
                                       THROUGH ITS CAYMAN ISLANDS BRANCH

                                       By: /s/ Bill O'Daly
                                           -------------------------------------
                                       Name: Bill O'Daly
                                       Title: Director

                                       By: /s/ Cassandra Droogan
                                           -------------------------------------
                                       Name: Cassandra Droogan
                                       Title: Associate

                     Albertson's Five-Year Credit Agreement
                                Signature Page 5

<PAGE>

                                       WACHOVIA BANK, NATIONAL ASSOCIATION

                                       By: /s/ Anthony D. Braxton
                                           -------------------------------------
                                       Name: Anthony D. Braxton
                                       Title: Director

                     Albertson's Five-Year Credit Agreement
                                Signature Page 6

<PAGE>

                                       WELLS FARGO BANK, N.A.

                                       By: /s/ Mary G. Monroe
                                           -------------------------------------
                                       Name: Mary G. Monroe
                                       Title: Vice President

                     Albertson's Five-Year Credit Agreement
                                Signature Page 7

<PAGE>

                                       MERRILL LYNCH BANK USA

                                       By: /s/ Louis Alder
                                           -------------------------------------
                                       Name: Louis Alder
                                       Title: Director

                     Albertson's Five-Year Credit Agreement
                                Signature Page 8

<PAGE>

                                       UNION BANK OF CALIFORNIA, N.A.

                                       By: /s/ Timothy P. Streb
                                           -------------------------------------
                                       Name: Timothy P. Streb
                                       Title: Senior Vice Preside

                     Albertson's Five-Year Credit Agreement
                                Signature Page 9

<PAGE>

                                       COBANK, ACB

                                       By: /s/ Mary Beth Curry
                                           -------------------------------------
                                       Name: Mary Beth Curry
                                       Title: Vice President

                     Albertson's Five-Year Credit Agreement
                                Signature Page 10

<PAGE>

                                       THE NORTHERN TRUST COMPANY

                                       By: /s/ John P. Brazzale
                                           -------------------------------------
                                       Name: John P. Brazzale
                                       Title: Vice President

                     Albertson's Five-Year Credit Agreement
                                Signature Page 11

<PAGE>

                                       KEYBANK NATIONAL ASSOCIATION

                                       By: /s/ Michael J. Vegh
                                           -------------------------------------
                                       Name: Michael J. Vegh
                                       Title: Assistant Vice President

                     Albertson's Five-Year Credit Agreement
                                Signature Page 12

<PAGE>

                                       THE ROYAL BANK OF SCOTLAND PLC

                                       By: /s/ Jayne Seaford
                                           -------------------------------------
                                       Name: Jayne Seaford
                                       Title: Senior Vice President

                     Albertson's Five-Year Credit Agreement
                                Signature Page 13

<PAGE>

                                       WILLIAM STREET COMMITMENT CORPORATION

                                       By: /s/ Jennifer M. Hill
                                           -------------------------------------
                                       Name: Jennifer M. Hill
                                       Title: CFO

                     Albertson's Five-Year Credit Agreement
                                Signature Page 14

<PAGE>

                                       MORGAN STANLEY BANK

                                       By: /s/ Daniel Twenge
                                           -------------------------------------
                                       Name: Daniel Twenge
                                       Title: Vice President

                     Albertson's Five-Year Credit Agreement
                                Signature Page 15

<PAGE>

                                       COOPERATIEVE CENTRALE RAIFFEISEN-
                                       BOERENLEENBANK B.A., "RABOBANK
                                       INTERNATIONAL, NEW YORK BRANCH

                                       By: /s/ John McHugh
                                           -------------------------------------
                                       Name: John McHugh
                                       Title: Executive Director

                                       By: /s/ Rebecca O. Morrow
                                           -------------------------------------
                                       Name: Rebecca O. Morrow
                                       Title: Executive Director

                     Albertson's Five-Year Credit Agreement
                                Signature Page 16

<PAGE>

                                       THE BANK OF NEW YORK

                                       By: /s/ Randolph E.J. Medrano
                                           -------------------------------------
                                       Name: Randolph E.J. Medrano
                                       Title: Vice President

                     Albertson's Five-Year Credit Agreement
                                Signature Page 17

<PAGE>

                                       CHANG HWA COMMERCIAL BANK, LTD.,
                                       LOS ANGELES BRANCH

                                       By: /s/ Jim Chen
                                           -------------------------------------
                                       Name: Jim Chen
                                       Title: VP & General Manager

                     Albertson's Five-Year Credit Agreement
                                Signature Page 18

<PAGE>

                                       SOVEREIGN BANK

                                       By: /s/ Ravi Kacker
                                           -------------------------------------
                                       Name: Ravi Kacker
                                       Title: Senior Vice President

                     Albertson's Five-Year Credit Agreement
                                Signature Page 19

<PAGE>

                                       SUMITOMO MITSUI BANKING CORPORATION

                                       By: /s/ Al Galluzzo
                                           -------------------------------------
                                       Name: Al Galluzzo
                                       Title: Senior Vice President

                     Albertson's Five-Year Credit Agreement
                                Signature Page 20

<PAGE>

                                       TCF NATIONAL BANK

                                       By: /s/ Russell P. McMinn
                                           -------------------------------------
                                       Name: Russell P. McMinn
                                       Title: Senior Vice President

                     Albertson's Five-Year Credit Agreement
                                Signature Page 21

<PAGE>

                                       BANK OF OKLAHOMA, NA

                                       By: /s/ Jane P. Faulkenberry
                                           -------------------------------------
                                       Name: Jane P. Faulkenberry
                                       Title: Senior Vice President

                     Albertson's Five-Year Credit Agreement
                                Signature Page 22

<PAGE>

                                       UMB BANK, N.A.

                                       By: /s/ David A. Proffitt
                                           -------------------------------------
                                       Name: David A. Proffitt
                                       Title: Senior Vice President

                     Albertson's Five-Year Credit Agreement
                                Signature Page 23
<PAGE>

                                                                   SCHEDULE 2.01

                                   COMMITMENTS
                               AND PRO RATA SHARES

<TABLE>
<CAPTION>
          LENDER                                                COMMITMENT                 PRO RATA SHARE
          ------                                                ----------                 --------------
<S>                                                          <C>                           <C>
Bank of America, N.A.                                        $  86,538,462.00                 9.615381620%

Bank One, NA                                                 $  76,153,846.00                 8.461538460%

Credit Suisse First Boston, acting                           $  76,153,846.00                 8.461538460%
    through its Cayman Islands Branch

Wachovia Bank, National Association                          $  76,153,846.00                 8.461538460%

Wells Fargo Bank, N.A.                                       $  76,153,846.00                 8.461538460%

Merrill Lynch Bank USA                                       $  69,230,769.00                 7.692307690%

Union Bank of California, N.A.                               $  69,230,769.00                 7.692307690%

CoBank, ACB                                                  $  69,230,769.00                 7.692307690%

The Northern Trust Company                                   $  41,538,462.00                 4.615384620%

KeyBank National Association                                 $  34,615,385.00                 3.846153850%

The Royal Bank of Scoltand plc                               $  34,615,385.00                 3.846153850%

William Street Commitment                                    $  34,615,385.00                 3.846153850%
    Corporation

Morgan Stanley Bank                                          $  34,615,385.00                 3.846153850%

Cooperatieve Centrale Raiffeisen-                            $  24,230,769.00                 2.692307690%
    Boerenleenbank B.A., "Rabobank
    International" New York Branch

The Bank of New York                                         $  13,846,154.00                 1.538461540%

Chang Hwa Commercial Bank, Ltd.,                             $  13,846,154.00                 1.538461540%
    Los Angeles Branch

Sovereign Bank                                               $  13,846,154.00                 1.538461540%

Sumitomo Mitsui Banking Corporation                          $  13,846,154.00                 1.538461540%

TCF National Bank                                            $  13,846,154.00                 1.538461540%

Bank of Oklahoma, NA                                         $  13,846,154.00                 1.538461540%

UMB Bank, N.A.                                               $  13,846,154.00                 1.538461540%

Total                                                        $ 900,000,000.00               100.000000000%
</TABLE>

                                      S-1
<PAGE>

                                                                  SCHEDULE 10.02

                         ADMINISTRATIVE AGENT'S OFFICE,
                          CERTAIN ADDRESSES FOR NOTICES

BORROWER:

Albertson's, Inc.
250 Parkcenter Blvd.
Box 20
Boise, Idaho  83726
Attention:    Finance Department
Telephone:    (208) 395-6534
Facsimile:    (208) 395-6631
Website: www.albertsons.com

ADMINISTRATIVE AGENT:

Administrative Agent's Office
(for payments and Requests for Credit Extensions):
Bank of America, Inc.
1850 Gateway Blvd
CA4-706-05-09
Concord, CA 94520
Attention:    Glenis Croucher
Telephone:    (925) 675-8382
Facsimile:    (888) 969-3315
Electronic Mail:  glenis.croucher@bankofamerica.com
Account No.:  3750836479
Ref: Albertson's, Inc.
ABA# 111000012

Other Notices as Administrative Agent:

Bank of America, Inc.
Agency Management
901 Main Street
TX1-492-14-11
Dallas, Texas  75202-3714
Attention:     Jennifer Reeves
Telephone:     (214) 209-4125
Facsimile:     (214) 290-9507
Electronic Mail:  jennifer.reeves@bankofamerica.com

                                      S-2
<PAGE>

BANK ONE, NA

Lender's Administrative Contact:

(for payments and Requests for Credit Extensions):
Bank One, NA
131 S. Dearborn
Suite IL1-0010
Chicago, Illinois  60603
Attention:        William Laird
                  Assistant Vice President
Telephone:        (312) 385-7045
Facsimile:        (312) 385-7098
Electronic Mail:  william_laird@bankone.com

Payment Instructions:

Bank One, NA
Chicago, Illinois
ABA No. 071000013
Account Name:  LS2 Incoming Account
Account No.:  4811-5286-000
Ref:     Albertson's, Inc.

Other Notices as a Lender:

Bank One, NA
131 S. Dearborn
Suite IL1-0086
Chicago, Illinois  60603
Attention:        Christopher M. Murphy
Telephone:        (312) 325-3045
Facsimile:        (312) 325-3050
Electronic Mail:  christopher_m_murphy@bankone.com

                                      S-3
<PAGE>

CREDIT SUISSE FIRST BOSTON,
ACTING THROUGH ITS CAYMAN ISLANDS BRANCH

Lender's Administrative Contact:

(for payments and Requests for Credit Extensions):

Credit Suisse First Boston
One Madison Avenue
New York, New York  10010
Attention:        Ed Markowski
Telephone:        (212) 538-3380
Facsimile:        (212) 538-6851
Electronic Mail:  edward.markowski@csfb.com

Payment Instructions:

The Bank of New York
New York, New York
ABA No. 021 000 018
Account Name:  CSFB NY Loan Clearing
Account No.:  980-0387-742
Ref:     Albertson's, Inc.

Other Notices as a Lender:

Credit Suisse First Boston
Eleven Madison Avenue
New York, New York  10010
Attention:        William O'Daly
Telephone:        (212) 325-1986
Facsimile:        (212) 743-2254
Electronic Mail:  william.o'daly@csfb.com

                                      S-4
<PAGE>

WACHOVIA BANK, NATIONAL ASSOCIATION

Lender's Administrative Contact:

(for payments and Requests for Credit Extensions):
Wachovia Bank, National Association
201 S. College Street, NC1183
Charlotte, North Carolina  28288
Attention:        Todd Tucker
                  Loan Specialist
Telephone:        (704) 383-0905
Facsimile:        (704) 715-0097
Electronic Mail:  todd.tucker@wachovia.com

Payment Instructions:

Wachovia Bank, National Association
Charlotte, North Carolina
ABA No. 053000219
Account No.:  0145916-8114011
Ref:     Albertson's, Inc.

Other Notices as a Lender:

Wachovia Bank, National Association
1339 Chestnut Street, PA 4843
Philadelphia, Pennsylvania  19107
Attention:        Anthony Braxton
                  Director
Telephone:        (267) 321-6606
Facsimile:        (267) 321-6700

Electronic Mail:  anthony.braxton@wachovia.com

                                      S-5
<PAGE>

WELLS FARGO BANK, N.A.

Lender's Administrative Contact:

(for payments and Requests for Credit Extensions):
Wells Fargo Bank, N.A.
201 Third Street, 8th Floor
MAC A0187-081
San Francisco, California  94103
Attention:        Ginnie Padgett
                  VP & Manager
Telephone:        (415) 477-5374
Facsimile:        (415) 512-1943
Electronic Mail:  padgettm@wellsfargo.com

Payment Instructions:

Wells Fargo Bank, N.A.
San Francisco, California
ABA No. 121-000-248
Account Name:  Albertson's #0136169322
Account No.:  271-2507201

Other Notices as a Lender:

Wells Fargo Bank, N.A.
119 N. 9th Street, 4th Floor
MAC U1801-040
Boise, Idaho  83702
Attention:        Mary G. Monroe
                  Vice President
Telephone:        (208) 393-2106
Facsimile:        (208) 393-2472
Electronic Mail:  mmonroe@wellsfargo.com

                                      S-6
<PAGE>

MERRILL LYNCH BANK USA

Lender's Administrative Contact:

(for payments and Requests for Credit Extensions):
Merrill Lynch Bank USA
15 W. South Temple
Suite 300
Salt Lake City, Utah  84101
Attention:        Julie Young
                  Mgr. Operations
Telephone:        (801) 526-8331
Facsimile:        (801) 359-4667
Electronic Mail:  julie_young@ml.com

Payment Instructions:

Merrill Lynch Bank USA
Salt Lake City, Utah
ABA No. 124-084-669
ACCT #0200001128
Account #62030
Ref:  CPR #339

Other Notices as a Lender:

Merrill Lynch Bank USA
15 W. South Temple
Suite 300
Salt Lake City, Utah  84101
Attention:        Frank Stepan
                  Vice President
Telephone:        (801) 526-8316
Facsimile:        (801) 531-7470
Electronic Mail:  frank_stepan@ml.com

                                      S-7
<PAGE>

UNION BANK OF CALIFORNIA, N.A.

Lender's Administrative Contact:

(for payments and Requests for Credit Extensions):
Union Bank of California, N.A.
1980 Saturn Street
Monterey Park, California  91755
Attention:        Shirley Davis
                  Commercial Loan Operations
Telephone:        (323) 720-2780
Facsimile:        (323) 724-6198 or (323) 720-2224

Payment Instructions:

Union Bank of California, N.A.
Monterey Park, California
ABA No. 122-000-496
Account Name:  Wire Transfer Clearing
Credit GL #77070196431
Attention:  Commercial Loan Operations
Ref:     Albertson's, Inc.

Other Notices as a Lender:

Union Bank of California, N.A.
350 California Street, 9th Floor
San Francisco, California  94104
Attention:        Timothy Streb
                  Senior Vice President & Manager
Telephone:        (415) 705-7085
Facsimile:        (415) 705-7021
Electronic Mail:  timothy-streb@uboc.com

                                      S-8
<PAGE>

COBANK, ACB

Lender's Administrative Contact:

(for payments and Requests for Credit Extensions):
CoBank, ACB
5500 S. Quebec Street
Greenwood Village, Colorado  80111
Attention:        Deann Sullivan
                  Team Lead
Telephone:        (303) 740-4315
Facsimile:        (303) 740-4021
Electronic Mail:  bankagency@cobank.com

Payment Instructions:

CoBank, ACB
Greenwood Village, Colorado
ABA No. 307088754
Account Name:  Albertson's, Inc.
Attention:  Deann Sullivan

Other Notices as a Lender:

CoBank, ACB
5500 S. Quebec Street
Greenwood Village, Colorado  80111
Attention:        Rick Dill
                  Vice President
Telephone:        (303) 740-4197
Facsimile:        (303) 740-6492
Electronic Mail:  rdill@cobank.com

                                      S-9
<PAGE>

THE NORTHERN TRUST COMPANY

Lender's Administrative Contact:

(for payments and Requests for Credit Extensions):
The Northern Trust Company
50 S. LaSalle Street, 11th Floor
Chicago, Illinois  60675
Attention:        Linda Honda
Telephone:        (312) 444-3532
Facsimile:        (312) 630-1566

Payment Instructions:

The Northern Trust Bank
ABA No. 071000152
Commercial Loan Acct. #5186401000
Credit to:  Commercial Loan Dept.
Ref:     Albertson's, Inc.

Other Notices as a Lender:

The Northern Trust Company
50 S. LaSalle Street, 11th Floor
Chicago, Illinois  60675
Attention:        John P. Brazzale
Telephone:        (312) 444-7445
Facsimile:        (312) 444-4906

                                      S-10
<PAGE>

KEYBANK NATIONAL ASSOCIATION

Lender's Administrative Contact:

(for payments and Requests for Credit Extensions):
Keybank National Association
127 Public Square
Cleveland, Ohio  44114
Attention:        Sandra Wilder
                  Deal Administrator
Telephone:        (216) 689-4456
Facsimile:        (216) 689-5962
Electronic Mail:  sandra_wilder@keybank.com

Payment Instructions:

Keybank National Association
Cleveland, Ohio
ABA No. 041 001 039
Account No. 1140228209035
Account Name:  KCIB Loan Services
Attention:  Sandra Wilder
Ref:     Albertson's, Inc.

Other Notices as a Lender:

Keybank National Association
601 108th Avenue, N.E.
Bellevue, Washington  98004
Attention:        Michael J. Vegh
                  Portfolio Manager
Telephone:        (425) 709-4578
Facsimile:        (425) 709-4587
Electronic Mail:  michael_j_vegh@keybank.com

                                      S-11
<PAGE>

THE ROYAL BANK OF SCOTLAND PLC

Lender's Administrative Contact:

(for payments and Requests for Credit Extensions):
The Royal Bank of Scotland plc
101 Park Avenue
New York, New York  10178
Attention:        Juanita Baird
Telephone:        (212) 401-1420
Facsimile:        (212) 401-1336

Payment Instructions:

Chase Manhattan Bank
New York, New York
ABA No. 0210-0002-1
Account Name:  Royal Bank of Scotland
Account No.:  400-931052
Ref:     Albertson's, Inc.

Other Notices as a Lender:

The Royal Bank of Scotland plc
101 Park Avenue, 12th Floor
New York, New York  10178
Attention:        Jayne Seaford
                  Senior Vice President
Telephone:        (212) 401-3768
Facsimile:        (212) 401-3456

                                      S-12
<PAGE>

WILLIAM STREET COMMITMENT CORPORATION

Lender's Administrative Contact:

(for payments and Requests for Credit Extensions):
William Street Commitment Corporation
85 Broad Street, 6th Floor
New York, New York  10004
Attention:        Philip F. Green
Telephone:        (212) 357-7570
Facsimile:        (212) 357-4597
Electronic Mail:  philip.f.green@gs.com

Payment Instructions:

JPMorgan Chase
New York, New York
ABA No. 021000021
Account Name:  William Street Commitment Corporation
Account No.:  066907217
Ref:     Albertson's, Inc.
Attn:  Bank Loan Operations - Sandra Stulberger

Other Notices as a Lender:

William Street Commitment Corporation
85 Broad Street, 6th Floor
New York, New York  10004
Attention:        Pedro Ramirez
Telephone:        (212) 343-8319
Facsimile:        (212) 212-428_1243
Electronic Mail:  pedro.ramirez@gs.com

                                      S-13
<PAGE>

MORGAN STANLEY BANK

Lender's Administrative Contact:

(for payments and Requests for Credit Extensions):
Morgan Stanley Bank
1633 Broadway, 25th Floor
New York, New York  10019
Attention:        Larry Benison/Adam Hoffman
Telephone:        (212) 537-1439/1366
Facsimile:        (212) 537-1867/1866
Electronic Mail:  larry.benison@morganstanley.com
                  adam.hoffman@morganstanley.com

Payment Instructions:

Citibank, N.A.
New York, New York
ABA No. 021-000-089
Account Name:  Morgan Stanley Bank
Account No.:  3044-0947
Ref:     Albertson's, Inc.
Attn:  Robert Patrissi

Other Notices as a Lender:

Morgan Stanley Bank
1633 Broadway, 25th Floor
New York, New York  10019
Attention:        Erma Dell `Aquila/Edward Henley
Telephone:        (212) 537-1532/2484
Facsimile:        (212) 537-1867/1866
Electronic Mail:  erma.dell'aquila@morganstanley.com
                  edward.henley@morganstanley.com

                                      S-14
<PAGE>

COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.,
"RABOBANK INTERNATIONAL" NEW YORK BRANCH

Lender's Administrative Contact:

(for payments and Requests for Credit Extensions):
Rabobank International, New York Branch
10 Exchange Place 16th Floor
Jersey City, New Jersey  07302
Attention:        Clemencia Stewart
                  Senior Customer Services Representative
Telephone:        (201) 499-5245
Facsimile:        (201) 499-5328
Electronic Mail:  clemencia.stewart@nyc.rabobank.com

Payment Instructions:

Bank of New York
New York, New York
ABA No. 021-000018
Account Name:  Rabobank International
Account No.:  8026002533
Attention:  Clemencia Stewart
Ref:     Albertson's, Inc.

Other Notices as a Lender:

Rabobank International, New York Branch
4 Embarcadero Center
Suite 3200
San Francisco, California  94111
Attention:        John J. McHugh
                  Vice President
Telephone:        (415) 782-9810
Facsimile:        (415) 986-8349
Electronic Mail:  john.mchugh@sfo.rabobank.com

                                      S-15
<PAGE>

THE BANK OF NEW YORK

Lender's Administrative Contact:

(for payments and Requests for Credit Extensions):
The Bank of New York
One Wall Street
New York, New York  10286
Attention:        Laina Chan
Telephone:        (212) 635-1366
Facsimile:        (212) 635-1481

Payment Instructions:

The Bank of New York
New York, New York
ABA No. 021 000 018
Account Name:  Loan Processing Dept.
GLA #111556
Ref:     Albertson's, Inc.

Other Notices as a Lender:

The Bank of New York
One Wall Street
New York, New York  10286
Attention:        Randolph E.J. Medrano
                  Vice President
Telephone:        (212) 635-6804
Facsimile:        (212) 635-1483
Electronic Mail:  rmedrano@bankofny@com.com

                                      S-16
<PAGE>

CHANG HWA COMMERCIAL BANK, LTD.,
LOS ANGELES BRANCH

Lender's Administrative Contact:

(for payments and Requests for Credit Extensions):
Chang Hwa Commercial Bank, Ltd.
333 S. Grand Avenue
Suite 600
Los Angeles, California  90071
Attention:        Jean/Cecilia
Telephone:        (213) 620-7200, Ext. 221
Facsimile:        (213) 620-7227
Electronic Mail:  chuynh@chbla.com

Payment Instructions:

Chang Hwa Commercial Bank, L.A. Branch
Los Angeles, California
ABA No. 122042001
Attn:    Jean/Cecilia
Ref:     Albertson's, Inc.

Other Notices as a Lender:

Chang Hwa Commercial Bank, Ltd.
333 S. Grand Avenue
Suite 600
Los Angeles, California  90071
Attention:        Cecilia Huynh
Telephone:        (213) 620-7200, Ext. 232
Facsimile:        (213) 620-7227
Electronic Mail:  chuynh@chbla.com

                                      S-17
<PAGE>

SOVEREIGN BANK

Lender's Administrative Contact:

(for payments and Requests for Credit Extensions):
Sovereign Bank
601 Penn Street
Reading, Pennsylvania
Attention:        Dianne Stover
                  Loan Operations Specialist
Telephone:        (610) 378-6698
Facsimile:        (610) 378-6715
Electronic Mail:  dstover@sovereignbank.com

Payment Instructions:

Sovereign Bank
Boston, Massachusetts
ABA No. 011-075-150
Account Name:  Incoming Wire Suspense
Account No.:  8507-191500
Attn:  Dianne Stover

Other Notices as a Lender:

Sovereign Bank
75 State Street
Boston, Massachusetts
Attention:        Ravi Kacker
                  Senior Vice President
Telephone:        (617) 757-5661
Facsimile:        (617) 346-7350
Electronic Mail:  rkacker@sovereignbank.com

                                      S-18
<PAGE>

SUMITOMO MITSUI BANKING CORPORATION

Lender's Administrative Contact:

(for payments and Requests for Credit Extensions):
Sumitomo Mitsui Banking Corporation
277 Park Avenue
New York, New York  10172
Attention:        Andrew Homola
                  Deal Administration
Telephone:        (212) 224-4320
Facsimile:        (212) 224-5197

Payment Instructions:

Citibank, N.A.
New York, New York
ABA No. 021000089
F/O:  SMBC, NY
Account No.:  36023837
Ref:     Albertson's, Inc.

Other Notices as a Lender:

Sumitomo Mitsui Banking Corporation
777 S. Figueroa Street
Suite 2600
Los Angeles, California  90017-5824
Attention:        Steve Samuelson/Al Galluzzo
                  CBDA-II
Telephone:        (213) 955-0882/-0855
Facsimile:        (213) 623-6832

                                      S-19
<PAGE>

TCF NATIONAL BANK

Lender's Administrative Contact:

(for payments and Requests for Credit Extensions):
TCF National Bank
801 Marquette
Minneapolis, Minnesota
Attention:        Kris Basina
Telephone:        (612) 661-8384
Facsimile:        (612) 661-8554
Electronic Mail:  kbasina@tcfbank.com

Payment Instructions:

TCF National Bank
Milwaukee, Wisconsin
ABA No. 275071385
Account No.:  10895
Attn:  Sue Binder  (414) 351-8657
Ref:     Albertson's, Inc.

Other Notices as a Lender:

TCF National Bank
500 W. Brown Deer Road
Milwaukee, Wisconsin  53217
Attention:        Russell McMinn
Telephone:        (414) 351-8383
Facsimile:        (414) 351-8694
Electronic Mail:  rmcminn@tcfbank.com

                                      S-20
<PAGE>

BANK OF OKLAHOMA, NA

Lender's Administrative Contact:

(for payments and Requests for Credit Extensions):
Bank of Oklahoma, NA
One Williams Center, 8th Floor
Tulsa, Oklahoma  74192
Attention:        Christi Latham
Telephone:        (918) 588-6335
Facsimile:        (918) 280-3368
Electronic Mail:  clatham@bokf.com

Payment Instructions:

Bank of Oklahoma, NA
Tulsa, Oklahoma
ABA No. 103900036
Account Name:  BOK Loans
Account No.:  1140518-9980
Attention:  Loan Ops
Ref:  Albertson's

Other Notices as a Lender:

Bank of Oklahoma, NA
One Williams Center, 8th Floor
Tulsa, Oklahoma  74192
Attention:        Jane Faulkenberry
                  Senior Vice President
Telephone:        (918) 588-6272
Facsimile:        (918) 280-3368
Electronic Mail:  jfaulkenberry@bokf.com

                                      S-21
<PAGE>

UMB BANK, N.A.

Lender's Administrative Contact:

(for payments and Requests for Credit Extensions):
UMB Bank, N.A.
928 Grand Boulevard
Kansas City, Missouri  64106
Attention:        Vaughnda Ritchie
                  Commercial Banking Officer
Telephone:        (816) 860-7019
Facsimile:        (816) 860-7796
Electronic Mail:  vaughnda.ritchie@umb.com

Payment Instructions:

UMB Bank, N.A.
Kansas City, Missouri
ABA No. 101000695
Account Name: Albertson's
Account No.: 000106002265000
Attention: Vaughnda Ritchie

Other Notices as a Lender:

UMB Bank, N.A.
1010 Grand Boulevard
Kansas City, Missouri  64106
Attention:        David A. Proffitt
                  Senior Vice President
Telephone:        (816) 860-7935
Facsimile:        (816) 860-7143
Electronic Mail:  david.proffitt@umb.com

                                      S-22
<PAGE>

                                                                       EXHIBIT A

                          FORM OF COMMITTED LOAN NOTICE

                                                       Date:  ___________, _____

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

Ladies and Gentlemen:

         Reference is made to that certain Five-Year Credit Agreement, dated as
of June 17, 2004 (as amended, restated, extended, supplemented or otherwise
modified in writing from time to time, the "Agreement"; the terms defined
therein being used herein as therein defined), among Albertson's, Inc., a
Delaware corporation (the "Borrower"), the Lenders from time to time party
thereto, and Bank of America, N.A., as Administrative Agent.

         The undersigned hereby requests (select one):

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

         1.       On ______________________________ (a Business Day).

         2.       In the amount of $_______________.

         3.       Comprised of ________________________________________.
                                  [Type of Committed Loan requested]

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

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

                                      ALBERTSON'S, INC.

                                      By: ___________________________________

                                      Name: _________________________________

                                      Title: ________________________________

                                      A-1
                          Form of Committed Loan Notice

<PAGE>

                                                                     EXHIBIT B-1

                               FORM OF BID REQUEST

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

Ladies and Gentlemen:

         Reference is made to that certain Five-Year Credit Agreement, dated as
of June 17, 2004 (as amended, restated, extended, supplemented or otherwise
modified in writing from time to time, the "Agreement;" the terms defined
therein being used herein as therein defined), among Albertson's, Inc., a
Delaware corporation (the "Borrower"), the Lenders from time to time party
thereto, and Bank of America, N.A., as Administrative Agent and Swing Line
Lender.

         The Lenders are invited to make Bid Loans:

         1.       On ____________________ (a Business Day).

         2. In an aggregate amount not exceeding $_______________ (with any
sublimits set forth below).

         3. Comprised of (select one):

            [ ]   Bid Loans based on an         [ ]  Bid Loans based on
                  Absolute Rate                      Eurodollar Rate

<TABLE>
<CAPTION>
BID LOAN    INTEREST PERIOD                MAXIMUM PRINCIPAL
   NO.         REQUESTED                   AMOUNT REQUESTED
   ---         ---------                   ----------------
<S>         <C>                            <C>
  1         _______days/mos                $_____________
  2         _______days/mos                $_____________
  3         _______days/mos                $_____________
</TABLE>

         The Bid Borrowing requested herein complies with the requirements of
the proviso to Section 2.03(a) of the Agreement.

         The Borrower authorizes the Administrative Agent to deliver this Bid
Request to the Lenders. Responses by the Lenders must be in substantially the
form of Exhibit B-2 to the Agreement and must be received by the Administrative
Agent by the time specified in Section 2.03 of the Agreement for submitting
Competitive Bids.

                                      ALBERTSON'S, INC.

                                      By: ______________________________

                                      Name: ____________________________

                                      Title: ___________________________

                                      B-1-1
                               Form of Bid Request

<PAGE>

                                                                     EXHIBIT B-2

                             FORM OF COMPETITIVE BID

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

Ladies and Gentlemen:

         Reference is made to that certain Five-Year Credit Agreement, dated as
of June 17, 2004 (as amended, restated, extended, supplemented or otherwise
modified in writing from time to time, the "Agreement;" the terms defined
therein being used herein as therein defined), among Albertson's, Inc., a
Delaware corporation (the "Borrower"), the Lenders from time to time party
thereto, and Bank of America, N.A., as Administrative Agent and Swing Line
Lender.

         In response to the Bid Request dated __________, _____, the undersigned
offers to make the following Bid Loan(s):

         1.       Borrowing date:  ____________________ (a Business Day).

         2.       In an aggregate amount not exceeding $_______________ (with
                  any sublimits set forth below).

         3.       Comprised of:

<TABLE>
<CAPTION>
                                                                      ABSOLUTE RATE BID OR
BID LOAN NO.  INTEREST PERIOD OFFERED           BID MAXIMUM           EURODOLLAR MARGIN BID*
------------  -----------------------           -----------           ----------------------
<S>           <C>                              <C>                    <C>
     1            _______days/mos              $____________             (- +)  _______%

     2            _______days/mos              $____________             (- +)  _______%

     3            _______days/mos              $____________             (- +)  _______%

</TABLE>

--------------------
* Expressed in multiples of 1/100th of a basis point.

                                      B-2-1
                             Form of Competitive Bid

<PAGE>

         Contact Person: ____________________ Telephone: __________________

                                      [LENDER]

                                      By: _____________________________________

                                      Name: ___________________________________

                                      Title: __________________________________

******************************************************************************

         THIS SECTION IS TO BE COMPLETED BY THE BORROWER IF IT WISHES TO ACCEPT
ANY OFFERS CONTAINED IN THIS COMPETITIVE BID:

         The offers made above are hereby accepted in the amounts set forth
below:

<TABLE>
<CAPTION>
BID LOAN NO.    PRINCIPAL AMOUNT ACCEPTED
------------    -------------------------
<S>             <C>
                $

                $

                $
</TABLE>

ALBERTSON'S, INC.

By: __________________________________

Name: ________________________________

Title: _______________________________

Date: ________________________________

                                      B-2-2
                             Form of Competitive Bid

<PAGE>

                                                                       EXHIBIT C

                         FORM OF SWING LINE LOAN NOTICE

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

Ladies and Gentlemen:

         Reference is made to that certain Five-Year Credit Agreement, dated as
of June 17, 2004 (as amended, restated, extended, supplemented or otherwise
modified in writing from time to time, the "Agreement;" the terms defined
therein being used herein as therein defined), among Albertson's, Inc., a
Delaware corporation (the "Borrower"), the Lenders from time to time party
thereto, and Bank of America, N.A., as Administrative Agent and Swing Line
Lender.

         The undersigned hereby requests a Swing Line Loan:

         1.       On ____________________ (a Business Day).

         2.       In the amount of $_______________.

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

                                      ALBERTSON'S, INC.

                                      By: _________________________________

                                      Name: _______________________________

                                      Title: ______________________________

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

                                                                       EXHIBIT D

                            ASSIGNMENT AND ASSUMPTION

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

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

1.       Assignor:               ______________________________

2.       Assignee:               ______________________________[and is
                                 an Affiliate/Approved Fund of
                                 [identify Lender]]

3.       Borrower(s):            Albertson's, Inc.

4.       Administrative Agent:   Bank of America, N.A., as the administrative
                                 agent under the Credit Agreement

5.       Credit Agreement:       Five-Year Credit Agreement, dated as of June
                                 17, 2004, among Albertson's, Inc., the Lenders
                                 from time to time party thereto, and Bank of
                                 America, N.A., as Administrative Agent and
                                 Swing Line Lender

                                      D-1
                            Assignment and Assumption

<PAGE>

6.       Assigned Interest:

<TABLE>
<CAPTION>
                              AGGREGATE AMOUNT OF          AMOUNT OF                PERCENTAGE
                               COMMITMENT/LOANS           COMMITMENT/               ASSIGNED OF          CUSIP
FACILITY ASSIGNED               FOR ALL LENDERS*        LOANS ASSIGNED*          COMMITMENT/LOANS        NUMBER
-----------------               ----------------        ---------------          ----------------     ------------
<S>                           <C>                       <C>                      <C>                  <C>
  _____________                 $______________         $______________           ______________%
  _____________                 $______________         $______________           ______________%
  _____________                 $______________         $______________           ______________%
</TABLE>

         *  Amount to be adjusted by the counterparties to take into account any
            payments or prepayments made between the Trade Date and the
            Effective Date.

[7.      Trade Date:   __________________]

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

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

                                      ASSIGNOR

                                      [NAME OF ASSIGNOR]

                                      By: ___________________________________
                                          Title:

                                      ASSIGNEE

                                      [NAME OF ASSIGNEE]

                                      By: ___________________________________
                                          Title:

                                      D-2
                            Assignment and Assumption
<PAGE>

[CONSENTED TO AND](1) Accepted:

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

By: __________________________________
    Title:

[CONSENTED TO:](2)

By: __________________________________
    Title:

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

         (1) To be added only if the consent of the Administrative Agent is
required by the terms of the Credit Agreement.

         (2) To be added only if the consent of the Borrower and/or other
parties (e.g. Swing Line Lender) is required by the terms of the Credit
Agreement.

                                      D-3
                            Assignment and Assumption

<PAGE>

                                            ANNEX 1 TO ASSIGNMENT AND ASSUMPTION

                        STANDARD TERMS AND CONDITIONS FOR
                            ASSIGNMENT AND ASSUMPTION

         1. Representations and Warranties.

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

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

         2. Payments. From and after the Effective Date, the Administrative
Agent shall make all payments in respect of the Assigned Interest (including
payments of principal, interest, fees and other amounts) to the Assignor for
amounts which have accrued to the Effective Date and to the Assignee for amounts
that have accrued from and after the Effective Date.

                                      D-4
                            Assignment and Assumption
<PAGE>

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

                                      D-5
                            Assignment and Assumption
<PAGE>

                                                                       EXHIBIT E

                         FORM OF COMPLIANCE CERTIFICATE

                                    Financial Statement Date:  __________, _____

To:      Bank of America, Inc., as Administrative Agent

Ladies and Gentlemen:

         Reference is made to that certain Five-Year Credit Agreement, dated as
of June 17, 2004 (as amended, restated, extended, supplemented or otherwise
modified in writing from time to time, the "Agreement"; the terms defined
therein being used herein as therein defined), among Albertson's, Inc., a
Delaware corporation (the "Borrower"), the Lenders from time to time party
thereto, and Bank of America, N.A., as Administrative Agent and Swing Line
Lender.

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

[Use following paragraph 1 for fiscal YEAR-END financial statements]

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

[Use following paragraph 1 for fiscal QUARTER-END financial statements]

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

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

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

                                      E-1
                         Form of Compliance Certificate
<PAGE>

                                  [SELECT ONE:]

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

                                     --OR--

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

         4. The financial covenant analyses and information set forth on
Schedule 2 attached hereto are true and accurate on and as of the date of this
Certificate.

[Use following paragraph 5 only for fiscal YEAR-END financial statements]

         5. Since the date of the Audited Financial Statements, there has been
no event or circumstance (except for events and circumstances disclosed in the
Form 10-K filed by the Borrower with the SEC for the fiscal year of the Borrower
ended January 29, 2004), either individually or in the aggregate, that has had
or could reasonably be expected to have a Material Adverse Effect with respect
to the Borrower and its Subsidiaries.

         IN WITNESS WHEREOF, the undersigned has executed this Certificate as of
_______________, _____.

                                      ALBERTSON'S, INC.

                                      By: ___________________________________

                                      Name:__________________________________

                                      Title: ________________________________

                                      E-2
                         Form of Compliance Certificate
<PAGE>

                For the Quarter/Year ended ___________________("Statement Date")

                                   SCHEDULE 2
                          to the Compliance Certificate
                                  ($ in 000's)

I.       SECTION 7.07(a) - FIXED CHARGE COVERAGE RATIO.

         A.       Consolidated EBITDAR for four consecutive fiscal quarters
                  ending on above date ("Subject Period"):

                  1.       Consolidated Net Income before One Time
                           Charges for Subject Period:              $__________

                  2.       Consolidated Interest Charges for
                           Subject Period:                          $__________

                  3.       Provision for income taxes for Subject
                           Period:                                  $__________

                  4.       Depreciation and amortization expenses
                           for Subject Period:                      $__________

                  5.       Consolidated Lease Payments for Subject
                           Period:                                  $__________

                  6.       Other non-recurring non-cash expenses
                           for Subject Period:                      $__________

                  7.       Cash One Time Charges for Subject
                           Period:                                  $__________

                  8.       All non-cash non-recurring items
                           increasing Consolidated Net Income
                           for Subject Period:                      $__________

                  9.       Any cash expenditures made for
                           Subject Period related either to
                           non-cash One Time Charges excluded from
                           Line I.A.1 or non-cash, non-recurring
                           expenses added back under Line I.A.6:    $__________

                  10.      Non-cash extraordinary gains for
                           Subject Period:                          $__________

                  11.      Consolidated EBITDAR (Lines I.A.1 +
                           2 + 3 + 4 + 5 + 6 - 7 - 8 - 9 - 10):     $__________

         B.       Consolidated Interest Charges for Subject Period: $__________

         C.       Consolidated Lease Payments for Subject Period:   $__________

                                      E-3
                         Form of Compliance Certificate
<PAGE>

         D.       Fixed Charge Coverage Ratio
                  (Line I.A.11 / (Line I.B + Line I.C)):            ______ to 1
                  Minimum required:                                 ______ to 1

<TABLE>
<CAPTION>
FISCAL QUARTER ENDING CLOSEST TO:     FIXED CHARGE COVERAGE RATIO NOT TO BE LESS THAN:
---------------------------------     ------------------------------------------------
<S>                                   <C>
July 31, 2004,
October 31, 2004,
January 31, 2005 and
April 30, 2005                                           2.50 to 1.00

July 31, 2005,
October 31, 2005,
January 31, 2006 and
April 30, 2006                                           2.60 to 1.00

July 31, 2006, and
each fiscal quarter thereafter                           2.70 to 1.00
</TABLE>

II.      SECTION 7.07(b) - CONSOLIDATED LEVERAGE RATIO.

         A.       Consolidated Funded Indebtedness at Statement
                  Date (as adjusted for anyacquisition pursuant to
                  Section 1.07):                                     $__________

         B.       Consolidated Lease Payments for which the
                  Borrower or any of its Subsidiaries is obligated
                  during any period of four consecutive fiscal
                  quarters of the Borrower at Statement Date (as
                  adjusted for any acquisition pursuant to Section
                  1.07):                                             $__________

         C.       Adjusted Consolidated Funded Indebtedness for
                  Subject Period (Line II.A + (Line II.B times
                  8)):                                               $__________

         D.       Consolidated EBITDAR for Subject Period
                  (Schedule 3):                                      $__________

         E.       Consolidated Leverage Ratio (Line II.C / Line
                  II.D):                                             ______ to 1

                  Maximum permitted:                                 ______ to 1

<TABLE>
<CAPTION>
                 PERIOD:                                 CONSOLIDATED LEVERAGE RATIO NOT TO EXCEED:
                 -------                                 ------------------------------------------
<S>                                                      <C>
Closing Date through the last day of the fiscal
quarter ending closest to April 30, 2006                                4.50 to 1.00

First day of the fiscal quarter ending closest to
July 31, 2006 through the last day of the fiscal
quarter ending closest to April 30, 2007                                4.25 to 1.00

First day of the fiscal quarter ending closest to
July 31, 2007 and at all times thereafter                               4.00 to 1.00
</TABLE>

                                       E-4
                         Form of Compliance Certificate

<PAGE>

         For the Quarter/Year ended _______________ ("Statement Date")

                                   SCHEDULE 3
                         to the Compliance Certificate
                                  ($ in 000's)
                              CONSOLIDATED EBITDAR
           (in accordance with the definition of Consolidated EBITDAR
 as set forth in the Agreement and pursuant to the Fixed Charge Coverage Ratio
       calculation set forth in Section 7.07(a) of the Credit Agreement)

<TABLE>
<CAPTION>
             Consolidated                   Quarter          Quarter           Quarter          Quarter             Twelve
               EBITDAR                       Ended            Ended             Ended            Ended           Months Ended
               -------                       -----            -----             -----            -----           ------------
<S>                                         <C>              <C>               <C>              <C>              <C>
Consolidated Net Income before
One Time Charges

+  Consolidated
   Interest Charges

+  Provision for income taxes

+  Depreciation and amortization
   expense

+  Consolidated Lease
   Payments

+  Other non-recurring
   non-cash expenses

-  Cash One Time
   Charges

-  All non-cash non-
   recurring items
   increasing
   Consolidated Net
   Income

-  Cash expenditures related to either
   (A) non-cash One Time Charges
   excluded from Consolidated Net Income
   or (B) non-cash, non-recurring
   expenses added back to Consolidated
   Net Income pursuant to non-cash non-
   recurring items increasing
   Consolidated Net Income above

-  Non-cash
   extraordinary gains

=  Consolidated
   EBITDAR
</TABLE>

                                       E-5
                         Form of Compliance Certificate
<PAGE>

          For the Quarter/Year ended _______________ ("Statement Date")

                                   SCHEDULE 3
                          to the Compliance Certificate
                                  ($ in 000's)
                              CONSOLIDATED EBITDAR
           (in accordance with the definition of Consolidated EBITDAR
  as set forth in the Agreement and pursuant to the Consolidated Leverage Ratio
   calculation set forth in Sections 1.07 and 7.07(b) of the Credit Agreement)

<TABLE>
<CAPTION>
             Consolidated                   Quarter          Quarter           Quarter          Quarter             Twelve
               EBITDAR                       Ended            Ended             Ended            Ended           Months Ended
               -------                       -----            -----             -----            -----           ------------
<S>                                         <C>              <C>               <C>              <C>              <C>
Consolidated Net Income before
One Time Charges

+  Consolidated
   Interest Charges

+  Provision for income taxes

+  Depreciation and amortization
   expense

+  Consolidated Lease
   Payments

+  Other non-recurring
   non-cash expenses

-  Cash One Time
   Charges

-  All non-cash non-
   recurring items
   increasing
   Consolidated Net
   Income

-  Cash expenditures related to either
   (A) non-cash One Time Charges
   excluded from Consolidated Net Income
   or (B) non-cash, non-recurring
   expenses added back to Consolidated
   Net Income pursuant to non-cash non-
   recurring items increasing
   Consolidated Net Income above

-  Non-cash
   extraordinary gains

=  Consolidated
   EBITDAR
</TABLE>

                                       E-6
                         Form of Compliance Certificate
<PAGE>
                                                                       EXHIBIT F

                                  FORM OF NOTE

                                                           _______________, 2004

      FOR VALUE RECEIVED, the undersigned (the "Borrower"), hereby promises to
pay to _____________________ or registered assigns (the "Lender"), in accordance
with the provisions of the Agreement (as hereinafter defined), the principal
amount of each Committed Loan from time to time made by the Lender to the
Borrower under that certain Five-Year Credit Agreement, dated as of June 17,
2004 (as amended, restated, extended, supplemented or otherwise modified in
writing from time to time, the "Agreement"; the terms defined therein being used
herein as therein defined), among the Borrower, the Lenders from time to time
party thereto, and Bank of America, N.A., as Administrative Agent and Swing Line
Lender.

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

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

      The Borrower, for itself, its successors and assigns, hereby waives
diligence, presentment, protest and demand and notice of protest, demand,
dishonor and non-payment of this Note.

                                       F-1
                                  Form of Note

<PAGE>

      THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK.

                                       ALBERTSON'S, INC.

                                       By: _____________________________________
                                       Name:____________________________________
                                       Title:___________________________________

                                      F-2
                                  Form of Note

<PAGE>

                     LOANS AND PAYMENTS WITH RESPECT THERETO

<TABLE>
<CAPTION>

                                                                AMOUNT OF        OUTSTANDING
              TYPE OF          AMOUNT OF         END OF        PRINCIPAL OR      PRINCIPAL
           COMMITTED LOAN   COMMITTED LOAN      INTEREST      INTEREST PAID        BALANCE        NOTATION
 DATE          MADE             MADE             PERIOD         THIS DATE        THIS DATE         MADE BY
--------   --------------   --------------   --------------   --------------   --------------   --------------
<S>        <C>              <C>              <C>              <C>              <C>              <C>
--------   --------------   --------------   --------------   --------------   --------------   --------------
--------   --------------   --------------   --------------   --------------   --------------   --------------
--------   --------------   --------------   --------------   --------------   --------------   --------------
--------   --------------   --------------   --------------   --------------   --------------   --------------
--------   --------------   --------------   --------------   --------------   --------------   --------------
--------   --------------   --------------   --------------   --------------   --------------   --------------
--------   --------------   --------------   --------------   --------------   --------------   --------------
--------   --------------   --------------   --------------   --------------   --------------   --------------
--------   --------------   --------------   --------------   --------------   --------------   --------------
--------   --------------   --------------   --------------   --------------   --------------   --------------
--------   --------------   --------------   --------------   --------------   --------------   --------------
--------   --------------   --------------   --------------   --------------   --------------   --------------
--------   --------------   --------------   --------------   --------------   --------------   --------------
--------   --------------   --------------   --------------   --------------   --------------   --------------
--------   --------------   --------------   --------------   --------------   --------------   --------------
--------   --------------   --------------   --------------   --------------   --------------   --------------
--------   --------------   --------------   --------------   --------------   --------------   --------------
--------   --------------   --------------   --------------   --------------   --------------   --------------
--------   --------------   --------------   --------------   --------------   --------------   --------------
--------   --------------   --------------   --------------   --------------   --------------   --------------
</TABLE>

                                      F-3
                                  Form of Note

<PAGE>

                                                                       EXHIBIT G

                                 OPINION MATTERS

      To be negotiated and to include opinions substantially similar to the
legal opinion delivered pursuant to the Amended and Restated Credit Agreement
dated as of March 13, 2002, by and among the Borrower, Bank of America as
administrative agent, Bank One, N.A. as syndication agent, Union Bank of
California, N.A. and Wells Fargo Bank, N.A. as documentation agents, and the
lenders party thereto from time to time.

                                       G-1
                                 Opinion Matters


</TEXT>
</DOCUMENT>
