LEXMARK INTERNATIONAL INC /KY/
LEMARK INTERNATIONAL, INC. EXHIBIT 10
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>subex102q2002.txt
<DESCRIPTION>LEMARK INTERNATIONAL, INC. EXHIBIT 10
<TEXT>


                                                                      Exhibit 10








                    MULTICURRENCY REVOLVING CREDIT AGREEMENT



                            dated as of May 29, 2002



                                      among



                           LEXMARK INTERNATIONAL, INC.



                     THE LENDERS LISTED ON SCHEDULE 1 HERETO



                                       and



                  FLEET NATIONAL BANK, as Administrative Agent


             with Fleet Securities, Inc. having acted as Arranger ,


    JPMORGAN CHASE BANK and CITICORP USA, INC. as Co-Syndication Agents, and


     KEY CORPORATE CAPITAL INC. and SUNTRUST BANK as Co-Documentation

                                     Agents





<PAGE>



                                TABLE OF CONTENTS



<TABLE>
<CAPTION>

<S>      <C>                                                                                        <C>
1.   DEFINITIONS AND RULES OF INTERPRETATION..........................................................1
     ---------------------------------------
         1.1.   Definitions...........................................................................1
                -----------
         1.2.   Rules of Interpretation..............................................................24
                -----------------------

2.   THE REVOLVING CREDIT FACILITY; COMPETITIVE BID LOANS AND SWINGLINE LOANS........................26
     ------------------------------------------------------------------------
         2.1.   Commitment to Lend...................................................................26
                ------------------
                  2.1.1.   The Revolving Credit A Loans..............................................26
                           ----------------------------
                  2.1.2.   The Revolving Credit B Loans..............................................26
                           ----------------------------
         2.2.   Facility Fee; Utilization Fee........................................................27
                -----------------------------
                  2.2.1.   Revolver A Facility Fee...................................................27
                           ---------- ------------
                  2.2.2.   Revolver B Facility Fee...................................................27
                           ---------- ------------
                  2.2.3.    Utilization Fee..........................................................27
                            ---------------
         2.3.   Reduction of Commitments.............................................................27
                ------------------------
                  2.3.1.   Reduction of Total Revolver A Commitment..................................27
                           ----------------------------------------
                  2.3.2.   Reduction of Total Revolver B Commitment..................................28
                           ----------------------------------------
         2.4.   Competitive Bid Loans................................................................28
                ---------------------
                  2.4.1.   Competitive Bid Borrowings................................................28
                           --------------------------
                           2.4.1.1.   The Competitive Bid Option.....................................28
                                      --------------------------
                           2.4.1.2.   Competitive Bid Quote Request..................................29
                                      -----------------------------
                           2.4.1.3.   Invitation for Competitive Bid Quotes..........................29
                                      -------------------------------------
                           2.4.1.4.   Submission and Contents of Competitive Bid Quotes..............30
                                      -------------------------------------------------
                           2.4.1.5.   Notice to Borrower.............................................31
                                      ------------------
                           2.4.1.6.   Acceptance and Notice by Borrower and Administrative Agent.....31
                                      ----------------------------------------------------------
                           2.4.1.7.   Allocation by Administrative Agent; Usage of Commitments.......32
                                      --------------------------------------------------------
                           2.4.1.8.   Funding of Competitive Bid Loans...............................32
                                      --------------------------------
                  2.4.2.   Repayment of Competitive Bid Loans........................................32
                           ----------------------------------
         2.5.   The Swingline........................................................................33
                -------------
                  2.5.1.   The Swingline Loans.......................................................33
                           -------------------
                  2.5.2.   Request for Swingline Loans...............................................33
                           ---------------------------
                  2.5.3.   Borrowings to Repay Swingline Loans.......................................33
                           -----------------------------------
         2.6.   Evidence of Loan Obligations.........................................................35
                ----------------------------
                  2.6.1.   The Revolving Credit A Note...............................................35
                           ---------------------------
                  2.6.2.   The Revolving Credit B Note...............................................35
                           ---------------------------
                  2.6.3.   Competitive Bid Notes.....................................................36
                           ---------------------
                  2.6.4.   Evidence of Swingline Loan Obligations....................................36
                           --------------------------------------
         2.7.   Interest on Revolving Credit Loans...................................................36
                ----------------------------------
         2.8.   Requests for Revolving Credit Loans..................................................37
                -----------------------------------
         2.9.   Conversion Options...................................................................38
                ------------------
                  2.9.1.   Conversion to Different Type of Revolving Credit Loan.....................38
                           -----------------------------------------------------
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
<S>               <C>                                                                               <C>
                  2.9.2.   Continuation of Type of Revolving Credit Loan.............................38
                           ---------------------------------------------
                  2.9.3.   Eurocurrency Rate Loans...................................................39
                           -----------------------
         2.10.   Funds for Revolving Credit Loan.....................................................39
                 -------------------------------
                  2.10.1.   Funding Procedures.......................................................39
                            ------------------
                  2.10.2.   Advances by Administrative Agent.........................................40
                            --------------------------------
         2.11.   Optional Currency...................................................................40
                 -----------------
                  2.11.1.   Request for Optional Currencies..........................................40
                            -------------------------------
                  2.11.2.   Denominations............................................................41
                            -------------
                  2.11.3.   Repayment................................................................42
                            ---------
                  2.11.4.   Funding..................................................................42
                            -------
         2.12.   Extension of Revolving Credit Loan B Maturity Date..................................42
                 --------------------------------------------------
         2.13.   Replacement of Lenders..............................................................43
                 ----------------------

3.   REPAYMENT OF THE REVOLVING CREDIT LOANS.........................................................44
     ---------------------------------------
         3.1.   Maturity.............................................................................44
                --------
                  3.1.1.   Revolving Credit A Loans..................................................44
                           ------------------------
                  3.1.2.   Revolving Credit B Loans..................................................44
                           ------------------------
                  3.1.3.   Swingline Loans...........................................................44
                           ---------------
                  3.1.4.   Competitive Bid Loans.....................................................45
                           ---------------------
         3.2.   Mandatory Repayments of Revolving Credit Loans.......................................45
                ----------------------------------------------
                  3.2.1.   Revolving Credit A Loans..................................................45
                           ------------------------
                  3.2.2.   Revolving Credit B Loans..................................................45
                           ------------------------
         3.3.   Optional Repayments of Revolving Credit Loans and Swingline Loans....................45
                -----------------------------------------------------------------

4.   LETTERS OF CREDIT...............................................................................46
     -----------------
         4.1.   Letter of Credit Commitments.........................................................46
                ----------------------------
                  4.1.1.   Commitment to Issue Letters of Credit.....................................46
                           -------------------------------------
                  4.1.2.   Letter of Credit Applications.............................................46
                           -----------------------------
                  4.1.3.   Terms of Letters of Credit................................................47
                           --------------------------
                  4.1.4.   Reimbursement Obligations of Lenders......................................47
                           ------------------------------------
                  4.1.5.   Participations of Lenders.................................................47
                           -------------------------
         4.2.   Reimbursement Obligation of the Borrower.............................................47
                ----------------------------------------
         4.3.   Letter of Credit Payments............................................................48
                -------------------------
         4.4.   Obligations Absolute.................................................................49
                --------------------
         4.5.   Reliance by Issuer...................................................................49
                ------------------
         4.6.   Letter of Credit Fee.................................................................50
                --------------------

5.   CERTAIN GENERAL PROVISIONS......................................................................50
     --------------------------
         5.1.   Closing Fee..........................................................................50
                -----------
         5.2.   Administrative Agent's Fee...........................................................50
                --------------------------
         5.3.   Funds for Payments...................................................................50
                ------------------
                  5.3.1.   Payments to Administrative Agent..........................................50
                           --------------------------------
                  5.3.2.   No Offset, etc............................................................51
                           ---------------
                  5.3.3.   Non-U.S. Lenders..........................................................51
                           -----------------
         5.4.   Computations.........................................................................53
                ------------
         5.5.   Inability to Determine Eurocurrency Rate.............................................53
                ----------------------------------------
         5.6.   Illegality...........................................................................53
                ----------
         5.7.   Additional Costs, etc................................................................54
                ---------------------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

<S>      <C>                                                                                        <C>
         5.8.   Capital Adequacy.....................................................................55
                ----------------
         5.9.   Certificate..........................................................................56
                -----------
         5.10.   Indemnity...........................................................................56
                 ---------
         5.11.   Interest After Default..............................................................57
                 ----------------------
         5.12.   Mitigation; Replacement of Lenders..................................................57
                 ----------------------------------
                  5.12.1.   Mitigation...............................................................57
                            ----------
                  5.12.2.   Replacement of Lender....................................................57
                            ---------------------
         5.13.   Currency Matters....................................................................58
                 ----------------
         5.14.   Lending Office......................................................................59
                 --------------
         5.15.   New Currency........................................................................59
                 ------------

6.    GUARANTIES.....................................................................................60
     -----------
         6.1.   Guaranties...........................................................................60
                ----------

7.   REPRESENTATIONS AND WARRANTIES..................................................................60
     ------------------------------
         7.1.   Corporate Authority..................................................................60
                -------------------
                  7.1.1.   Incorporation; Good Standing..............................................60
                           ----------------------------
                  7.1.2.   Authorization.............................................................60
                           -------------
                  7.1.3.   Enforceability............................................................61
                           --------------
         7.2.   Governmental Approvals...............................................................61
                ----------------------
         7.3.   Title to Properties; Leases..........................................................61
                ---------------------------
         7.4.   Financial Statements and Projections.................................................61
                ------------------------------------
                  7.4.1.   Fiscal Year...............................................................61
                           -----------
                  7.4.2.   Financial Statements......................................................61
                           --------------------
                  7.4.3.   Projections...............................................................61
                           -----------
         7.5.   No Material Adverse Changes, etc.....................................................62
                --------------------------------
         7.6.   Intellectual Property................................................................62
                ---------------------
         7.7.   Litigation...........................................................................62
                ----------
         7.8.   Compliance with Other Instruments, Laws, etc.........................................62
                --------------------------------------------
         7.9.   Tax Status...........................................................................62
                ----------
         7.10.   No Event of Default.................................................................63
                 -------------------
         7.11.   Holding Company and Investment Company Acts.........................................63
                 -------------------------------------------
         7.12.   ERISA...............................................................................63
                 -----
         7.13.   Use of Proceeds.....................................................................63
                 ---------------
                  7.13.1.   Regulations U and X......................................................63
                            -------------------
                  7.13.2.   Ineligible Securities....................................................63
                            ---------------------
         7.14.   Environmental Compliance............................................................63
                 ------------------------
         7.15.   Subsidiaries, etc...................................................................64
                 -----------------
         7.16.   Disclosure..........................................................................64
                 ----------

8.   AFFIRMATIVE COVENANTS...........................................................................64
     ---------------------
         8.1.   Punctual Payment.....................................................................64
                ----------------
         8.2.   Records and Accounts.................................................................64
                --------------------
         8.3.   Financial Statements, Certificates and Information...................................64
                --------------------------------------------------
         8.4.   Notices..............................................................................65
                -------
                  8.4.1.   Defaults..................................................................65
                           --------
                  8.4.2.   Notification of Claim against Assets......................................65
                           ------------------------------------
                  8.4.3.   Notice of Litigation and Judgments........................................66
                           ----------------------------------
                  8.4.4.   Notice of ERISA Event.....................................................66
                           ---------------------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

<S>   <C>                                                                                        <C>
      8.5.   Legal Existence; Maintenance of Properties..............................................66
             ------------------------------------------
         8.6.   Insurance............................................................................66
                ---------
         8.7.   Taxes................................................................................66
                -----
         8.8.   Inspection of Properties and Books, etc..............................................67
                ---------------------------------------
                  8.8.1.   General...................................................................67
                           -------
                  8.8.2.   Communications with Accountants...........................................67
                           -------------------------------
         8.9.   Compliance with Laws, Contracts, Licenses, and Permits...............................67
                ------------------------------------------------------
         8.10.   Use of Proceeds.....................................................................67
                 ---------------
         8.11.   New Guarantors......................................................................67
                 --------------
         8.12.   Further Assurances..................................................................68
                 ------------------

9.   CERTAIN NEGATIVE COVENANTS......................................................................68
     --------------------------
         9.1.   Restrictions on Indebtedness Section ................................................68
                ----------------------------
         9.2.   Restrictions on Liens................................................................69
                ---------------------
                  9.2.1.   Permitted Liens...........................................................69
                           ---------------
                  9.2.2.   Restrictions on Negative Pledges and Upstream Limitations.................71
                           ---------------------------------------------------------
         9.3.   Investments..........................................................................72
                -----------
         9.4.   Restricted Payments..................................................................72
                -------------------
         9.5.   Merger, Consolidation and Disposition of Assets......................................72
                -----------------------------------------------
                  9.5.1.   Mergers and Acquisitions..................................................72
                           ------------------------
                  9.5.2.   Disposition of Assets.....................................................72
                           ---------------------
         9.6.   Business Activities..................................................................73
                -------------------
         9.7.   Transactions with Affiliates.........................................................73
                ----------------------------
         9.8.   Hedging Agreements...................................................................73
                ------------------

10.   FINANCIAL COVENANTS............................................................................73
      -------------------
         10.1.   Interest Coverage...................................................................73
                 -----------------
         10.2.   Leverage Ratio......................................................................74
                 --------------

11.   CLOSING CONDITIONS.............................................................................74
      ------------------
         11.1.   Loan Documents......................................................................74
                 --------------
         11.2.   Certified Copies of Governing Documents.............................................74
                 ---------------------------------------
         11.3.   Corporate or Other Action...........................................................74
                 -------------------------
         11.4.   Incumbency Certificate..............................................................74
                 ----------------------
         11.5.    UCC Search Results.................................................................74
                 -------------------
         11.6.   Solvency Certificate; Insurance Certificate.........................................74
                 -------------------------------------------
         11.7.   Opinion of Counsel..................................................................75
                 ------------------
         11.8.   Payment of Fees.....................................................................75
                 ---------------
         11.9.   Termination Letter..................................................................75
                 ------------------

12.   CONDITIONS TO ALL BORROWINGS...................................................................75
      ----------------------------
         12.1.   Representations True; No Event of Default...........................................75
                 -----------------------------------------
         12.2.   No Legal Impediment.................................................................75
                 -------------------
         12.3.  Documents............................................................................76
                ---------

13.   EVENTS OF DEFAULT; ACCELERATION; ETC...........................................................76
      ------------------------------------
         13.1.   Events of Default and Acceleration..................................................76
                 ----------------------------------
         13.2.   Termination of Commitments..........................................................78
                 --------------------------
         13.3.   Remedies............................................................................78
                 --------

</TABLE>


<PAGE>


<TABLE>
<CAPTION>
<S>      <C>                                                                                        <C>
         13.4.   Distribution of Proceeds............................................................78
                 ------------------------
         13.5.   Judgment Currency..................................................................79
                 ------------------

14.   THE ADMINISTRATIVE AGENT.......................................................................80
      ------------------------
         14.1.   Authorization.......................................................................80
                 -------------
         14.2.   Employees and Administrative Agents.................................................80
                 -----------------------------------
         14.3.   No Liability........................................................................81
                 ------------
         14.4.   No Representations..................................................................81
                 ------------------
                  14.4.1.   General..................................................................81
                            -------
                  14.4.2.   Closing Documentation, etc...............................................81
                            --------------------------
         14.5.   Payments............................................................................82
                 --------
                  14.5.1.   Payments to Administrative Agent.........................................82
                            --------------------------------
                  14.5.2.   Distribution by Administrative Agent.....................................82
                            ------------------------------------
                  14.5.3.   Delinquent Lenders.......................................................82
                            ------------------
         14.6.   Holders of Notes....................................................................83
                 ----------------
         14.7.   Indemnity...........................................................................83
                 ---------
         14.8.   Administrative Agent as Lender......................................................83
                 ------------------------------
         14.9.   Resignation.........................................................................83
                 -----------
         14.10.   Notification of Defaults and Events of Default.....................................84
                  ----------------------------------------------

15.   SUCCESSORS AND ASSIGNS.........................................................................84
      ----------------------
         15.1.   General Conditions..................................................................84
                 ------------------
         15.2.   Assignments.........................................................................84
                 -----------
         15.3.   Register............................................................................85
                 --------
         15.4.   Participations......................................................................85
                 --------------
         15.5.   Payments to Participants............................................................86
                 ------------------------
         15.6.   Miscellaneous Assignment Provisions.................................................86
                 -----------------------------------
         15.7.   Assignee or Participant Affiliated with the Borrower................................86
                 ----------------------------------------------------
         15.8.   New Notes...........................................................................87
                 ---------
         15.9.   Special Purpose Funding Vehicle.....................................................87
                 -------------------------------

16.   PROVISIONS OF GENERAL APPLICATIONS.............................................................88
      ----------------------------------
         16.1.   Setoff..............................................................................88
                 ------
         16.2.   Expenses............................................................................89
                 --------
         16.3.   Indemnification.....................................................................90
                 ---------------
         16.4.   Treatment of Certain Confidential Information.......................................91
                 ---------------------------------------------
                  16.4.1.   Confidentiality..........................................................91
                            ---------------
                  16.4.2.   Prior Notification.......................................................91
                            ------------------
                  16.4.3.   Other....................................................................91
                            -----
         16.5.   Survival of Covenants, Etc..........................................................92
                 --------------------------
         16.6.   Notices.............................................................................92
                 -------
         16.7.     Governing Law.....................................................................93
                   -------------
         16.8.   Headings............................................................................93
                 --------
         16.9.   Counterparts........................................................................93
                 ------------
         16.10.   Entire Agreement, Etc..............................................................93
                  ---------------------
         16.11.   Waiver of Jury Trial...............................................................93
                  --------------------
         16.12.   Consents, Amendments, Waivers, Etc.................................................94
                  ----------------------------------
         16.13.   Severability.......................................................................95
                  ------------
</TABLE>



<PAGE>


                                    Exhibits


Exhibit A-1                Form of Revolving Credit A Note
------- ---
Exhibit A-2                Form of Revolving Credit B Note
------- ---
Exhibit A-2                Form of Competitive Bid Note
------- ---
Exhibit B-1                Form of Competitive Bid Request
------- ---
Exhibit B-2                Form of Invitation for Competitive Bid
------- ---
Exhibit B-3                Form of Competitive Bid Offer
------- ---
Exhibit B-4                Form of Notice of Competitive Bid Borrowing
------- ---
Exhibit C                  Form of Loan Request
------- -
Exhibit D                  Form of Compliance Certificate

Exhibit E                  Assignment and Acceptance
------- -
Exhibit F                  Form of Guaranty
------- -



                                    Schedules

Schedule 1                 Lenders and Commitments
-------- -
Schedule 7.7               Litigation
-------- ---+
Schedule 7.12              ERISA Matters
-------- ----
Schedule 7.14              Environmental Compliance
-------- ----
Schedule 7.15.             Subsidiaries
-------- ----
Schedule 9.1               Existing Indebtedness
-------- ---
Schedule 9.2               Existing Liens
-------- ---
Schedule 9.2.2             Existing Negative Pledges
-------- -----
Schedule 9.5.2             Scheduled Asset Dispositions
-------- -----








<PAGE>


                    MULTICURRENCY REVOLVING CREDIT AGREEMENT

     This  MULTICURRENCY  REVOLVING CREDIT AGREEMENT is made as of May 29, 2002,
by  and  among  LEXMARK  INTERNATIONAL,   INC.  (the  "Borrower"),   a  Delaware
corporation  having its  principal  place of business at 740 New Circle Road NW,
Lexington,  Kentucky 40550, FLEET NATIONAL BANK, a national banking  association
and the other lending  institutions listed on Schedule 1 and FLEET NATIONAL BANK
as administrative agent for itself and such other lending institutions.

                   1. DEFINITIONS AND RULES OF INTERPRETATION.

     1.1. Definitions.  The following terms shall have the meanings set forth in
this Section 1 or elsewhere in the provisions of this Credit Agreement  referred
to below:

     Adjustment  Date. As such term is defined in the  definition of "Applicable
Margin".

     Administrative Agent's Office. The Administrative Agent's office located at
100 Federal Street,  Boston,  Massachusetts  02110, or at such other location as
the Administrative Agent may designate from time to time.

     Administrative  Agent. Fleet National Bank, acting as agent for the Lenders
and  each  other  Person  appointed  as the  successor  Administrative  Agent in
accordance with Section 14.9.

     Administrative  Agent's  Special  Counsel.  Bingham  Dana LLP or such other
counsel as may be approved by the Administrative Agent.

     Administrative  Questionnaire.  An  Administrative  Questionnaire in a form
supplied  by and  submitted  to the  Administrative  Agent  (with  a copy to the
Borrower) duly completed by each Lender.

     Affiliate.   Any  Person  which,  directly  or  indirectly,   controls,  is
controlled by or is under common control with the Borrower.  "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.

     Agreed Optional Currencies.  Collectively,  Pounds Sterling,  the Euro, and
Japanese Yen.

     Applicable  Margin.  With  respect to all  Eurocurrency  Rate Loans and the
Facility  Fee,  at any time of  determination  thereof,  the  applicable  annual
percentage  rate set forth in the table below  opposite  the Debt  Ratings  with
respect to Long Term Senior Debt of the Borrower then in effect,  subject to the
provisions set forth below:

                                       1
<PAGE>


<TABLE>
<CAPTION>

      Debt Rating                                   Applicable Margin
---------------------- ----------------------------------------------------------------------------
---------- ----------- --------------------- ---------------- --------------- ---------------------
                        Revolving Credit A     Revolver A                     Revolver B Facility
                        Eurocurrency Rate     Facility Fee      Revolving             Fee
                              Loans                              Credit B
   S&P      Moody's                                            Eurocurrency
   ---      -------
                                      Loans
---------- ----------- --------------------- ---------------- --------------- ---------------------
<S>         <C>               <C>                <C>             <C>                 <C>
A- or      A3 or              0.350%             0.100%          0.375%%             0.075%
better     better
---------- ----------- --------------------- ---------------- --------------- ---------------------
---------- ----------- --------------------- ---------------- --------------- ---------------------
BBB+       Baa1               0.550%             0.150%           0.575%             0.125%
---------- ----------- --------------------- ---------------- --------------- ---------------------
---------- ----------- --------------------- ---------------- --------------- ---------------------
BBB        Baa2               0.700%             0.175%           0.725%             0.150%
---------- ----------- --------------------- ---------------- --------------- ---------------------
---------- ----------- --------------------- ---------------- --------------- ---------------------
BBB-       Baa3               0.800%             0.200%           0.825%             0.175%
---------- ----------- --------------------- ---------------- --------------- ---------------------
---------- ----------- --------------------- ---------------- --------------- ---------------------
Below      Below Baa3         1.25%              0.250%           1.275%             0.225%
BBB-

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


provided that (i) in the event of a split rating by the two rating agencies with
respect to the same Long Term Senior Debt where such ratings  differ only by one
level,  the higher rating shall  determine the  Applicable  Margin,  (ii) in the
event of a split rating by the two rating agencies with respect to the same Long
Term Senior Debt where such  ratings  differ by more than one level,  the rating
level that is one level  above the lower level shall  determine  the  Applicable
Margin,  (iii) in the event  that only one of the two rating  agencies  issues a
Debt Rating,  such rating shall  determine the  Applicable  Margin,  (iv) in the
event that  different  types or series of Long Term Senior  Debt have  different
Debt  Ratings,  the Long Term Senior Debt with the highest  Debt Ratings will be
used to determine the Applicable  Margin,  (v)  determinations of the Applicable
Margin, and any resulting adjustment of the effective interest rate with respect
to Base Rate Loans and  Eurocurrency  Rate Loans and the Facility Fee,  shall be
made one Business Day after any such change in the Debt Rating (the  "Adjustment
Date")  and shall  remain in effect  until  the next  Adjustment  Date,  and all
adjustments shall take effect on the applicable Adjustment Date, and (vi) in the
event that S&P and Moody's and any  Successor  Rating Agency cease to issue Debt
Ratings,  the Administrative  Agent, the Lenders and the Borrower shall commence
negotiations  in good faith to agree on a new  methodology  for  determining the
Applicable  Margin and until such new  methodology has been agreed to in writing
by the Borrower and the Lenders,  the Applicable  Margin shall be at the highest
level set forth  above;  and  provided,  further,  in the event  that there is a
Successor  Rating  Agency or there is a change in rating  terminology  by S&P or
Moody's,  each of the Borrower and the  Required  Lenders  shall agree as to the
amendment of the table set forth above taking into  account the  explanation  of
such new rating  terminology by S&P, Moody's or such Successor Rating Agency, as
the case may be,  and its  comparability  to the Debt  Ratings  set forth in the
table above.

     Approved  Fund. 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.

     Arranger. Fleet Securities, Inc.

                                       2
<PAGE>


     Asset Sale. Any one or series of related transactions in which the Borrower
or any  of its  Subsidiaries  conveys,  sells,  leases,  licenses  or  otherwise
disposes of, directly or indirectly, any of its properties, businesses or assets
(including the sale or issuance of capital stock of any Subsidiary other than to
the Borrower or any  Subsidiary  of the  Borrower)  whether owned on the Closing
Date or thereafter acquired.

     Assignment and Acceptance.  An assignment and acceptance  entered into by a
Lender and an Eligible  Assignee (with the consent of any party whose consent is
required  by  Section  15.2),  and  accepted  by the  Administrative  Agent,  in
substantially  the  form  of  Exhibit  E or  any  other  form  approved  by  the
Administrative Agent.

     Balance Sheet Date. December 31, 2001.

     Base Rate.  The  higher of (a) the  variable  annual  rate of  interest  as
publicly  announced  from time to time by Fleet as its "prime rate" in effect at
its  office in  Boston,  such rate being a  reference  rate and not  necessarily
representing  the lowest or best rate being  charged  to any  customer,  and (b)
one-half of one percent  (0.50%) above the Federal Funds Effective Rate. For the
purposes of this  definition,  "Federal Funds Effective Rate" shall mean 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,  as published for such day (or, if such day is not a
Business Day, for the next preceding  Business Day) by the Federal  Reserve Bank
of New York, or, if such rate is not so published for any day that is a Business
Day, the average of the quotations for such day on such transactions received by
the  Administrative  Agent  from three  funds  brokers  of  recognized  standing
selected by the  Administrative  Agent.  Changes in the Base Rate resulting from
any changes in Fleet's "prime rate" shall take place immediately  without notice
or demand of any kind.

     Base  Rate  Loans.  Revolving  Credit  Loans  denominated  in  Dollars  and
Swingline Loans bearing interest calculated by reference to the Base Rate.

     Borrower. As defined in the preamble hereto.

     Borrowing.  A group of Loans of a single Type made by the  Lenders  (or, in
the case of a Competitive  Borrowing,  by a Lender or Lenders whose  Competitive
Bids have been  accepted  by the  Borrower  pursuant to Section 2.4 hereof) on a
single  date  and as to  which a  single  Interest  Period  is in  effect,  or a
borrowing  hereunder  consisting  of  Letters  of Credit  issued by the  Issuing
Lender.

     Business  Day.  Any day other than a Saturday or a Sunday on which  banking
institutions in Boston,  Massachusetts  and New York, New York, are open for the
transaction of banking business and, in addition, (a) if Eurocurrency Rate Loans
denominated  in  Dollars  are  involved,  a day  which  is  also a day on  which
commercial  banks are open for  international  business  (including  dealings in
Dollar deposits) in London or such other  eurodollar  interbank market as may be
selected  by the  Administrative  Agent in its sole  discretion  acting  in good
faith, and (b) if Eurocurrency  Rate Loans  denominated in an Optional  Currency
are  involved,  a day which is also a day on which (i) dealings and exchanges in
Dollars and in the relevant Optional

                                       3
<PAGE>


Currency are carried on in the London interbank market (and, if the Eurocurrency
Rate Loans which are the subject of such  borrowing,  payment or rate  selection
are  denominated in Euros, a day upon such clearing  systems as is determined by
the  Administrative  Agent to be suitable for clearing or settlement of the Euro
is open for business) and (ii) such Optional Currency and Dollar  settlements of
such dealings may be effected in New York, New York and London, England.

     Capitalized  Leases.  Leases  under  which  the  Borrower  or  any  of  its
Subsidiaries  is the lessee or obligor,  the  discounted  future rental  payment
obligations  under which are required to be  capitalized on the balance sheet of
the lessee or obligor in accordance with GAAP.

     Capital  Stock.  Any and all  shares,  interests,  participations  or other
equivalents (however designated) of capital stock of a corporation,  any and all
equivalent  ownership  interests in a Person (other than a corporation)  and any
and all warrants, rights or options to purchase any of the foregoing.

     Change of  Control.  An event or  series  of events by which any  person or
group of persons  (within  the  meaning  of  Section 13 or 14 of the  Securities
Exchange  Act of 1934)  shall have  acquired  beneficial  ownership  (within the
meaning of Rule 13d-3  promulgated  by the  Securities  and Exchange  Commission
under said Act), directly or indirectly,  of thirty percent (30%) or more of the
outstanding  shares of Capital Stock of the  Borrower;  or, during any period of
twenty four (24) consecutive calendar months,  individuals who were directors of
the Borrower on the first day of such period (or who were appointed,  elected or
proposed for election as directors of the Borrower upon the affirmative  vote or
with the consent of a majority of the directors who were directors on such first
day or who were  appointed,  elected or proposed for election in accordance with
this parenthetical  phrase) shall cease to constitute a majority of the board of
directors of the Borrower or the  acquisition  of direct or indirect  Control of
the Borrower by any "person" or "group" (as defined above).

     Change In Law. Any of the following:  (a) the adoption of any Law after the
date  of  this  Credit  Agreement;   (b)  any  change  in  any  Law  or  in  the
interpretation  or application  thereof by any Governmental  Authority after the
date of this Credit  Agreement,  or (c)  compliance by any Lender or the Issuing
Lender (or,  for purposes of Section 5.7 hereof,  by any lending  office of such
Lender or by such Lender's or the Issuing Lender's holding company, if any) with
any Law,  request,  guideline or  direction  (whether or not having the force of
law) of any Governmental  Authority made or issued after the date of this Credit
Agreement.

     Closing Date.  The first date on which the  conditions set forth in Section
11 have been  satisfied and any  Revolving  Credit A Loans,  Revolving  Credit B
Loans,  Swingline Loans or Competitive Bid Loans are to be made or any Letter of
Credit is to be issued hereunder.

     Closing Fee. See Section 5.1.

     Code. The Internal Revenue Code of 1986.

                                       4
<PAGE>



     Commitments.  Collectively,  the Revolver A Commitments  and the Revolver B
Commitments.

     Competitive  Bid.  An offer by a Lender to make a  Competitive  Bid Loan in
accordance with, and pursuant to, Section 2.4 hereof.

     Competitive Bid Loan. A Borrowing hereunder consisting of one or more Loans
made by any of the Lenders whose offer to make a Loan as part of such  Borrowing
has been accepted by the Borrower under the auction bidding procedure  described
in  Section  2.4  hereof.  Each  Competitive  Bid Loan  shall be a  Eurocurrency
Competitive Bid Loan or a Fixed Rate Loan.

     Competitive Bid Offer. See Section 2.4.1.4.

     Competitive Bid Note. See Section 2.6.3.

     Competitive  Bid Rate. As to any  Competitive Bid made by a Lender pursuant
to Section 2.4.1 hereof, (a) in the case of a Eurocurrency Competitive Bid Loan,
the Margin, and (b) in the case of a Fixed Rate Loan, the fixed rate of interest
offered by the Lender making such Competitive Bid.

     Competitive Bid Request. See Section 2.4.1.2.

     Competitive Bid Sublimit. $150,000,000.

     Competitive Borrowings. A Borrowing consisting of a Competitive Bid Loan or
concurrent  Competitive  Bid Loans from the Lender or Lenders whose  Competitive
Bids for such  Borrowing  have been  accepted by the Borrower  under the bidding
procedure described in Section 2.4 hereof.

     Compliance Certificate. See Section 8.4(c).

     Consolidated  or  consolidated.  With reference to any term defined herein,
shall  mean  that  term as  applied  to the  accounts  of the  Borrower  and its
Subsidiaries, consolidated in accordance with GAAP.

     Consolidated  EBITDA. With respect to the Borrower and its Subsidiaries for
any fiscal period,  an amount equal to the sum of (a) Consolidated Net Income of
the Borrower and its Subsidiaries for such fiscal period,  plus (b) in each case
to the extent  deducted in the  calculation  of such Person's  Consolidated  Net
Income and without  duplication,  (i)  depreciation  and  amortization  for such
period,  plus (ii) income tax expense for such period,  plus (iii)  Consolidated
Total  Interest  Expense  paid or accrued  during such  period,  plus (iv) other
noncash charges for such period (not including accruals of charges which will be
discharged in a following  accounting  period in cash in the ordinary  course of
business),  and minus (c) to the  extent  added in  computing  Consolidated  Net
Income,  and without  duplication,  the sum of (i) interest  income and (ii) any
other  noncash  income  (but not  including  accruals  of income  which  will be

                                       5
<PAGE>


received  in a following  accounting  period in cash in the  ordinary  course of
business) for such period,  in each case all as  determined  in accordance  with
GAAP.

     Consolidated  Net  Income (or  Deficit).  The  consolidated  net income (or
deficit) of the Borrower and its Subsidiaries,  after deduction of all expenses,
taxes, and other proper charges, determined in accordance with GAAP.

     Consolidated Tangible Assets. As of any date of determination, all tangible
assets of the Borrower and its  Subsidiaries  as determined  in accordance  with
GAAP.

     Consolidated  Total  Funded  Debt.  With  respect to the  Borrower  and its
Subsidiaries,  the sum,  without  duplication,  of (a) the  aggregate  amount of
Indebtedness of the Borrower and its Subsidiaries, on a consolidated basis, that
would be  reflected  on a  consolidated  balance  sheet of the  Borrower and its
Subsidiaries  prepared as of the date of  determination in accordance with GAAP,
plus (b) the  aggregate  amount of the cash  advances  pursuant to any Permitted
Receivables  Financing;  plus (c) the aggregate  amount of  Indebtedness  of the
Borrower  and its  Subsidiaries  relating to the maximum  drawing  amount of all
letters of credit outstanding and bankers  acceptances plus, (d) Indebtedness of
the type referred to in clauses (a) - (c) hereof of another Person guaranteed by
the Borrower or any of its Subsidiaries.

     Consolidated  Total Interest  Expense.  For any period,  the total interest
expense  (including that attributable to Capitalized  Lease  obligations) of the
Borrower  and  its  Subsidiaries  for  such  period  with  respect  to  (a)  all
outstanding  Indebtedness of the Borrower and its Subsidiaries allocable to such
period in accordance with GAAP; (b) the Permitted Receivables Financing; and (c)
Hedging Agreements (including,  without limitation,  all commissions,  discounts
and other fees and  charges  owed with  respect to letters of credit and bankers
acceptance financing and net costs under interest rate Hedging Agreements to the
extent such net costs are allocable to such period in accordance with GAAP).

     Conversion  Request.  A notice given by the Borrower to the  Administrative
Agent of the  Borrower's  election to convert or  continue a Loan in  accordance
with Section 2.9.

     Credit Agreement. This Multicurrency Revolving Credit Agreement,  including
the Schedules and Exhibits hereto.

     Debt Rating. At the relevant time of reference  thereto,  the rating issued
from  time to time  (whether  on a  preliminary  basis or  otherwise)  by S&P or
Moody's or such other rating  service or services as the Borrower may  designate
from time to time with the consent of the  Required  Lenders  (each a "Successor
Rating  Agency")  with  respect to  unsecured  Indebtedness  of the Borrower not
maturing  within twelve (12) months,  the repayment  obligations of the Borrower
thereunder  are  not  supported  or  otherwise  enhanced  by  any  other  Person
(including,  without  limitation,  supported  by any  letter  of credit or other
instrument,   agreement  or  document  issued  by  any  other  Person)  and  not
subordinated by its terms in right of payment to other unsecured Indebtedness of
the Borrower (such Indebtedness, "Long Term Senior Debt").

                                       6
<PAGE>


     Declining Lender. See Section 2.12.

     Default.  Any event or condition  which  constitutes an Event of Default or
which upon notice,  lapse of time or both would, unless cured or waived,  become
an Event of Default.

     Delinquent Lender. See Section 14.5.3.

     Disqualifying Event. See definition of Eligible Optional Currencies.

     Distribution.  The  declaration or payment of any dividend on or in respect
of any  shares  of any  class of  Capital  Stock  of the  Borrower,  other  than
dividends  payable  solely  in  shares  of  common  stock of the  Borrower;  the
purchase, redemption,  defeasance, retirement or other acquisition of any shares
of any class of Capital Stock of the Borrower,  directly or indirectly through a
Subsidiary of the Borrower or otherwise  (including  the setting apart of assets
for a sinking or other  analogous fund to be used for such purpose);  the return
of  capital  by  the  Borrower  to  its  shareholders  as  such;  or  any  other
distribution on or in respect of any shares of any class of Capital Stock of the
Borrower.

     Dollar  Equivalent.  On any  particular  date,  with  respect to any amount
denominated in Dollars,  such amount in Dollars,  and with respect to any amount
denominated in any Optional Currency, the amount (as conclusively ascertained by
the  Administrative  Agent  absent  manifest  error) of Dollars  which  could be
purchased by the  Administrative  Agent (in  accordance  with its normal banking
practices) in the London  foreign  currency  deposit  market with such amount of
such  currency  at the spot rate of exchange  prevailing  at or about 11:00 a.m.
(London time) on such date.

     Dollars or $. Dollars in lawful currency of the United States of America.

     Domestic Lending Office. Initially, the office of each Lender designated as
such in Schedule 1 hereto; thereafter, such other office of such Lender, if any,
located  within the United States that will be making or  maintaining  Base Rate
Loans.

     Domestic Subsidiary. Any Subsidiary which is not a Foreign Subsidiary.

     Drawdown  Date.  The date on which any Revolving  Credit A Loan,  Revolving
Credit B Loan,  Competitive Bid Loan or Swingline Loan is made or is to be made,
and the date on which any  Revolving  Credit Loan is  converted  or continued in
accordance with Section 2.9.

     Eligible  Assignee.  Any of (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 (ii) unless a Default or an Event of Default
has  occurred  and is  continuing,  the  Borrower  (each  such  approval  of the
Administrative  Agent  and  the  Borrower,  as  the  case  may  be,  not  to  be
unreasonably withheld or delayed).

                                       7
<PAGE>


     Eligible Optional Currencies.  Any currency other than Dollars with respect
to which  the  Administrative  Agent or the  Borrower  has not  given  notice in
accordance  with Section 5.5 or Section 5.15 and (a) that is readily  available;
(b) that is freely  traded;  (c) in which  deposits are  customarily  offered to
banks in the London interbank  market;  (d) which is convertible into Dollars in
the international interbank market and (e) as to which the Dollar Equivalent may
be readily calculated.  If, after the designation by the Lenders of any currency
as an Optional Currency,  (x) currency control or other exchange regulations are
imposed in the  country in which such  currency  is issued  with the result that
different  types of such currency are  introduced,  (y) such currency is, in the
determination of the Administrative Agent, no longer readily available or freely
traded,  or (z) in the  determination  of the  Administrative  Agent,  a  Dollar
Equivalent of such currency is not readily  calculable (each of clauses (x), (y)
and (z), a  "Disqualifying  Event"),  the  Administrative  Agent shall  promptly
notify the Lenders and the  Borrower,  and such  currency  shall no longer be an
Optional Currency until such time as the Disqualifying  Event(s) ceases to exist
and promptly,  but in any event within five (5) Business Days of receipt of such
notice from the Administrative  Agent, the Borrower shall repay all Eurocurrency
Rate Loans in such  affected  currency or convert such  Eurocurrency  Rate Loans
into Eurocurrency Rate Loans in Dollars or another Optional Currency, subject to
the other terms set forth in this Credit Agreement.

     Environmental  Laws.  All  laws,  rules,  regulations,  codes,  ordinances,
orders, decrees, judgments,  injunctions,  notices or binding agreements issued,
promulgated or entered into by any Governmental  Authority,  relating in any way
to the  environment,  preservation  or  reclamation  of natural  resources,  the
management, release or threatened release of any Hazardous Material or to health
and safety matters.

     Environmental Liability. Any liability,  contingent or otherwise (including
any liability for damages, costs of environmental remediation,  fines, penalties
or  indemnities),  of the  Borrower or any  Subsidiary  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. The Employee Retirement Income Security Act of 1974.

     ERISA Affiliate.  Any Person which is treated as a single employer with the
Borrower under Section 414 of the Code.

     ERISA Event. Any of the following:  (a) any "reportable  event", as defined
in Section 4043 of ERISA or the regulations  issued thereunder with respect to a
Plan (other than an event for which the thirty (30) day notice  period is waived
or an event disclosed on Schedule 7.12) (such event being  hereinafter  referred
to as an "ERISA Reportable  Event");  (b) the existence with respect to any Plan
of an "accumulated funding deficiency" (as defined in Section 412 of the Code or
Section 302 of ERISA), whether or not waived; (c) the filing pursuant to Section
412 (d) of the Code or Section 303(d) of

                                       8
<PAGE>


ERISA of an  application  for a waiver  of the  minimum  funding  standard  with
respect to any Plan; (d) the  incurrence by the Borrower or any ERISA  Affiliate
of any liability  under Title IV of ERISA with respect to the termination of any
Plan; (e) the receipt by the Borrower or any ERISA  Affiliate from the PBGC or a
plan  administrator of any notice relating to an intention to terminate any Plan
or Plans or to appoint a trustee to administer  any Plan;  (f) the incurrence by
the  Borrower  or any ERISA  Affiliate  of any  liability  with  respect  to the
withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g) the
receipt by the Borrower or any ERISA Affiliate of any notice,  or the receipt by
any  Multiemployer  Plan from the Borrower or any ERISA Affiliate of any notice,
concerning  the  imposition of Withdrawal  Liability or a  determination  that a
Multiemployer  Plan is, or is expected to be,  insolvent  or in  reorganization,
within the meaning of Title IV of ERISA.

     EURIBOR Rate. For any Interest  Period with respect to a Eurocurrency  Rate
Loan  denominated in Euros, the rate of interest equal to (a) the per annum rate
determined by the Administrative  Agent to be the rate at which deposits in Euro
appear on the Reuters Screen  EURIBOR01 as of 11:00 a.m.  (Brussels time) on the
date that is two (2)  TARGET  Settlement  Days  preceding  the first day of such
Interest  Period;  provided,  that if such rate does not  appear on the  Reuters
Screen EURIBOR01,  the EURIBOR Rate shall be an interest rate per annum equal to
the arithmetic mean determined by the  Administrative  Agent (rounded upwards to
the nearest  0.01%) of the rates per annum at which deposits in Euro are offered
by three (3) major banks in the  Eurocurrency  Interbank Market at approximately
11:00  a.m.  (London  time) on the day that is two (2)  TARGET  Settlement  Days
preceding  the first day of such  Interest  Period to other leading banks in the
Eurocurrency  Interbank  Market at which deposits in Euro are offered,  adjusted
for  reserves,  divided  by (b) a number  equal to 1.00  minus the  Eurocurrency
Reserve Rate, if applicable.

     Euro or e. The euro referred to in the Council  Regulation (EC) No. 1103/97
dated  17 June  1997  passed  by the  Council  of the  European  Union,  or,  if
different,  the then lawful  currency of the member states of the European Union
that participate in the third stage of the Economic and Monetary Union.

     Eurocurrency  Competitive  Borrowing.  A Competitive Borrowing comprised of
Eurocurrency Competitive Bid Loans.

     Eurocurrency  Competitive  Bid  Loans.  Any  Competitive  Bid Loan  bearing
interest  at a  rate  determined  by  reference  to  the  Eurocurrency  Rate  in
accordance with the provisions of Section 2.4.

     Eurocurrency  Interbank  Market.  Any  lawful  recognized  market  in which
deposits  of  Dollars  and  the  relevant   Optional  Currency  are  offered  by
international banking units of United States banking institutions and by foreign
banking  institutions  to each other and in which foreign  currency and exchange
operations or eurocurrency funding operations are customarily conducted.

                                       9
<PAGE>


     Eurocurrency  Lending  Office.   Initially,   the  office  of  each  Lender
designated as such in Schedule 1 hereto;  thereafter,  such other office of such
Lender, if any, that shall be making or maintaining Eurocurrency Rate Loans.

     Eurocurrency Rate. (a) With respect to amounts denominated in Dollars,  the
LIBOR Rate, (b) with respect to amounts  denominated in Euros, the EURIBOR Rate,
and (c) with respect to amounts denominated in any other Optional Currency other
than the Euro, the International Eurocurrency Rate.

     Eurocurrency   Rate  Loans.   Revolving   Credit  Loans  and   Eurocurrency
Competitive  Bid  Loans  bearing   interest   calculated  by  reference  to  the
Eurocurrency Rate.

     Eurocurrency  Reserve Rate. For any day with respect to a Eurocurrency Rate
Loan,  the  maximum  rate  (expressed  as a decimal)  at which any bank  subject
thereto would be required to maintain  reserves under  Regulation D of the Board
of  Governors  of the  Federal  Reserve  System  (or any  successor  or  similar
regulations  relating  to  such  reserve   requirements)  against  "Eurocurrency
Liabilities"  (as that term is used in Regulation D), if such  liabilities  were
outstanding.  The Eurocurrency  Reserve Rate shall be adjusted  automatically on
and as of the effective date of any change in the Eurocurrency Reserve Rate.

     Event of Default. See Section 13.1.

     Excluded Taxes. With respect to the  Administrative  Agent, any Lender, the
Issuing Lender or any other recipient of any payment to be made by or on account
of any  obligation  of the Borrower  hereunder,  (a) income or  franchise  taxes
imposed on (or measured by) its net income by the United  States of America,  or
by the  jurisdiction  under the laws of which such  recipient is organized or in
which its  principal  office is located or, in the case of any Lender,  in which
its applicable  lending office is located,  (b) any branch profits taxes imposed
by the  United  States  of  America  or any  similar  tax  imposed  by any other
jurisdiction  in which the  Borrower  is located and (c) in the case of a Non-US
Lender (other than an assignee pursuant to a request by the Borrower pursuant to
either  Section 2.13 or Section 5.12  hereunder),  any  withholding  tax that is
imposed by the United States of America on amounts payable to such Non-US Lender
at the time such  Non-US  Lender  becomes a party to this  Agreement  or that is
imposed by the United  States of  America  as a result of such  Non-US  Lender's
failure or inability to comply with  Section  5.3.3),  except to the extent that
such Non-US Lender's assignor (if any) was entitled,  at the time of assignment,
to receive additional amounts from the Borrower with respect to such withholding
tax pursuant to Section 5.3.3.

     Extension Date. May 28, 2003.

     Facility Fee. Collectively,  the Revolver A Facility Fee and the Revolver B
Facility Fee.

     Fee Letter. The fee letter dated on or prior to the Closing Date, among the
Borrower, the Administrative Agent and the Arranger.

                                       10
<PAGE>


     Fees.  Collectively,  the Facility Fee, the Utilization  Fee, the Letter of
Credit Fees, the Administrative Agent's Fee and the Closing Fee.

     Financial  Affiliate.  A Subsidiary of the bank holding company controlling
any Lender,  which  Subsidiary  is engaging in any of the  activities  permitted
by Section 4(e) of the Bank Holding Company Act of 1956 (12 U.S.C.Section 1843).

     Fixed  Rate.  With  respect  to any  Competitive  Bid  Loan  (other  than a
Eurocurrency  Competitive  Bid  Loan),  the  fixed  rate of  interest  per annum
specified  by the  Lender  making  such  Competitive  Bid  Loan  in its  related
Competitive Bid.

     Fixed Rate Borrowing. A Borrowing comprised of Fixed Rate Loans.

     Fixed Rate Loans.  Any  Competitive  Bid Loan  bearing  interest at a Fixed
Rate.

     Fleet.  Fleet  National  Bank,  a  national  banking  association,  in  its
individual capacity.

     Foreign  Subsidiary.  Any Subsidiary  that is organized under the laws of a
jurisdiction  other  than the United  States of  America  and the States (or the
District of Columbia) thereof.

     Fund.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 Section

     GAAP  or  generally  accepted  accounting  principles.  Generally  accepted
accounting principles in the United States of America.

     Governing  Documents.  With  respect  to any  Person,  its  certificate  or
articles of incorporation,  its by-laws and all shareholder  agreements,  voting
trusts and similar arrangements applicable to any of its Capital Stock.

     Governmental  Authority.  Any foreign,  federal,  state,  regional,  local,
municipal or other government,  or any department,  commission,  board,  bureau,
agency, public authority or instrumentality thereof, or any court or arbitrator.

     Guarantees.  Collectively,  (a) the  Guaranty,  dated  or to be dated on or
prior to the Closing  Date,  made by each  Guarantor in favor of the Lenders and
the  Administrative  Agent  pursuant to which each  Guarantor  guarantees to the
Lenders  and  the  Administrative  Agent  the  payment  and  performance  of the
Obligations and in substantially the form of Exhibit F hereto and (b) each other
Guaranty,  dated as of the date  required  by Section  8.11  hereof  made by the
applicable  Guarantors  in favor of the  Lenders  and the  Administrative  Agent
pursuant  to  which  each  such  Guarantor  guarantees  to the  Lenders  and the
Administrative  Agent the  payment and  performance  of the  Obligations  and in
substantially the form of Exhibit F hereto.

                                       11
<PAGE>


     Guarantors.  Collectively,  (a) each  Material  Domestic  Subsidiary of the
Borrower  existing  on the  Closing  Date and (b) each other  Material  Domestic
Subsidiary  which is otherwise  required to become a Guarantor from time to time
pursuant to Section 8.11. Each such Person shall be a party to a Guarantee.

     Hazardous Materials. All explosives 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.

     Hedging Agreement. Any interest rate protection agreement, foreign currency
exchange  agreement,  commodity price protection  agreement or other interest or
currency exchange rate or commodity price hedging arrangement.

     Immaterial  Domestic  Subsidiary.  Any Domestic  Subsidiary of the Borrower
which is not a Material Domestic Subsidiary.

     Indebtedness: As to any Person at any date, but without duplication:

          (a) every obligation of such Person for money borrowed,

          (b) every  obligation of such Person  evidenced by bonds,  debentures,
     notes or other similar instruments,

          (c) every  reimbursement  obligation  of such Person  with  respect to
     letters of credit,  bankers'  acceptances or similar  facilities issued for
     the account of such Person,

          (d)  every  obligation  of such  Person  in  respect  of the  deferred
     purchase price of property or services,  except trade accounts  payable and
     accrued liabilities arising in the ordinary course of business,

          (e) every obligation of such Person under any Capitalized Lease,

          (f) for purposes of Section 9 hereof,  every obligation of such Person
     under any  Synthetic  Lease,  provided,  however,  to the extent all or any
     portion of the Indebtedness associated with any Synthetic Lease is recourse
     solely  and  exclusively  to a  Nonrecourse  Subsidiary  (the  "Nonrecourse
     Amount"),  the  amount  or  principal  amount of any  Indebtedness  of such
     Synthetic Lease shall not include such Nonrecourse Amount,

          (g) all sales by such Person of (i)  accounts  or general  intangibles
     for  money  due or to  become  due,  (ii)  chattel  paper,  instruments  or
     documents creating or evidencing a right to payment of money or (iii) other
     receivables  (collectively  "receivables"),  whether pursuant to a purchase
     facility or otherwise, other than (1) in connection with the disposition of
     the  business   operations  of  such  Person  relating  thereto  or  (2)  a
     disposition of defaulted  receivables for

                                       12
<PAGE>


     collection  and not as a  financing  arrangement,  or (3) a sale  or  other
     transfer of such  receivables that is intended by the parties thereto to be
     treated (whether or not such treatment is ultimately disallowed) as an "off
     balance sheet"  transaction that is with limited recourse to certain assets
     of the Person selling or transferring such receivable,

          (h) all  obligations  of such Person under  conditional  sale or other
     title retention agreements relating to property acquired by such Person,

          (i) all  Indebtedness of others secured by a Lien on any asset of such
     Person, whether or not such Indebtedness is assumed by such Person,

          (j) every  obligation in respect of  Indebtedness  of any other entity
     (including any  partnership  in which such Person is a general  partner) to
     the extent that such Person is liable therefor as a result of such Person's
     ownership interest in or other relationship with such entity, except to the
     extent that the terms of such Indebtedness  provide that such Person is not
     liable therefor and such terms are enforceable under applicable law,

          (k)  every  obligation,   contingent  or  otherwise,  of  such  Person
     guaranteeing,  or having the economic  effect of  guaranteeing or otherwise
     acting as surety for, any  obligation of a type described in any of clauses
     (a) through (j) (the "primary  obligation") of another Person (the "primary
     obligor"),  in any manner,  whether directly or indirectly,  and including,
     without  limitation,  any  obligation of such Person (i) to purchase or pay
     (or  advance or supply  funds for the  purchase  of) any  security  for the
     payment of such primary obligation,  (ii) to purchase property,  securities
     or  services  for the  purpose of  assuring  the  payment  of such  primary
     obligation,  or (iii) to maintain working capital,  equity capital or other
     financial  statement condition or liquidity of the primary obligor so as to
     enable the primary obligor to pay such primary obligation.

     The  "amount"  or  "principal  amount" of any  Indebtedness  at any time of
determination  represented  by (t) any  Indebtedness,  issued at a price that is
less than the principal amount at maturity  thereof,  shall be the amount of the
liability  in respect  thereof  determined  in  accordance  with  GAAP,  (u) any
Capitalized  Lease shall be the  principal  component  of the  aggregate  of the
rentals  obligation under such  Capitalized  Lease payable over the term thereof
that is not subject to termination by the lessee,  (v) any Synthetic Lease shall
be the stipulated loss value,  termination value or other equivalent amount; (w)
the amount of any Permitted  Receivables Financing shall be the aggregate amount
of all cash advances to the Permitted  Receivables Vehicles pursuant to all such
programs from the Persons  providing  such  financings;  and (x) any guaranty or
other contingent liability referred to in clause (k) shall be an amount equal to
the stated or determinable  amount of the primary obligation in respect of which
such  guaranty  or other  contingent  obligation  is made or,  if not  stated or
determinable,  the maximum reasonably  anticipated  liability in respect thereof
(assuming  such Person is required to perform  thereunder) as determined by such
Person in good faith.

     Indemnified Taxes. All Taxes other than Excluded Taxes.

                                       13
<PAGE>


     Ineligible Securities. Securities which may not be underwritten or dealt in
by member banks of the Federal  Reserve  System under  Section 16 of the Banking
Act of 1933 (12 U.S.C. Section 24, Seventh), as amended.

     Interest  Payment Date.  (a) As to any Base Rate Loan,  the last day of the
calendar quarter with respect to interest accrued during such calendar  quarter,
including,  without limitation, the calendar quarter which includes the Drawdown
Date of such Base Rate Loan; and (b) as to any Eurocurrency Rate Loan, Swingline
Loan or Fixed Rate Loan in respect of which the Interest Period is (i) three (3)
months or less,  the last day of such  Interest  Period and (ii) more than three
(3)  months,  the date  that is three  (3)  months  from the  first  day of such
Interest Period and, in addition, the last day of such Interest Period.

     Interest  Period.  With respect to each  Revolving  Credit Loan,  Swingline
Loan, and Competitive Bid Rate Loan, (a) initially, the period commencing on the
Drawdown Date of such Revolving Credit Loan and ending on the last day of one of
the periods set forth below, as selected by the Borrower in a Loan Request or as
otherwise  required by the terms of this Credit  Agreement (i) for any Base Rate
Loan (other than a Swingline  Loan which may be a Base Rate Loan),  the last day
of the calendar  quarter;  (ii) for any  Eurocurrency  Rate Loan,  1, 2, 3, or 6
months; (iii) for any Eurocurrency  Competitive Borrowing, the period commencing
on the date of such Borrowing and ending on the  numerically  corresponding  day
(or, if there is no numerically corresponding day, the last day) in the calendar
month that is between one and six months (inclusive) thereafter, as the Borrower
may elect and as  specified in the  Competitive  Bids in which the offer to make
the  Eurocurrency  Competitive Bid Loan comprising such Borrowing were extended;
(iv) as to any Fixed Rate Borrowing,  the period  commencing on the date of such
Borrowing and ending on the date specified in the Competitive  Bids in which the
offer to make the Fixed Rate Loans  comprising  such  Borrowing  were  extended,
which shall not be earlier than seven (7) days after the date of such  Borrowing
or later  than  360  days  after  the  date of such  Borrowing;  and (v) for any
Swingline  Loan, the period  commencing on the date of such Borrowing and ending
on the date such  Swingline  Loan is  required to be repaid in  accordance  with
Section 2.5.3 hereof,  and (b) thereafter,  for Loans other than Competitive Bid
Loans,  each period  commencing on the last day of the next  preceding  Interest
Period  applicable to such Revolving Credit Loan or Swingline Loan and ending on
the last day of one of the periods set forth above,  as selected by the Borrower
in a Conversion Request;  provided that all of the foregoing provisions relating
to Interest Periods are subject to the following:

          (A) if any Interest  Period with respect to a  Eurocurrency  Rate Loan
     would  otherwise  end on a day that is not a Business  Day,  that  Interest
     Period  shall be extended to the next  succeeding  Business  Day unless the
     result  of such  extension  would be to carry  such  Interest  Period  into
     another  calendar  month,  in which event such Interest Period shall end on
     the immediately preceding Business Day;

          (B) if any Interest  Period with respect to a Base Rate Loan would end
     on a day that is not a Business Day, that Interest  Period shall end on the
     next succeeding Business Day;

                                       14
<PAGE>


          (C) if the  Borrower  shall fail to give notice as provided in Section
     2.9, (i) for Revolving  Credit Loans  denominated in Dollars,  the Borrower
     shall be deemed to have requested a conversion of the affected Eurocurrency
     Rate Loan to a Base Rate Loan and the continuance of all Base Rate Loans as
     Base Rate Loans on the last day of the then  current  Interest  Period with
     respect  thereto and (ii) for  Revolving  Credit  Loans  denominated  in an
     Optional  Currency,  the  Borrower  shall be  deemed  to have  requested  a
     continuation  of such Revolving  Credit Loan as such on the last day of the
     then current Interest Period with respect thereto for an Interest Period of
     one (1) month;

          (D) any Interest  Period relating to any  Eurocurrency  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 a calendar
     month; and

          (E) any  Interest  Period  that  would  otherwise  extend  beyond  the
     Revolving  Credit Loan A Maturity Date (if comprising a Revolving  Credit A
     Loan)  or the  Revolving  Credit  Loan B  Maturity  Date (if  comprising  a
     Revolving  Credit B Loan) shall end on the Revolving Credit Loan A Maturity
     Date or (as the case may be) the Revolving Credit Loan B Maturity Date.

     International  Eurocurrency Rate. For any Interest Period with respect to a
Eurocurrency  Rate Loan  denominated in any Optional  Currency other than Euros,
the rate of interest equal to (a) the applicable  British  Bankers'  Association
Interest  Settlement  Rate for  deposits  in the  applicable  Optional  Currency
appearing  on Reuters  Screen  FRBD or the  applicable  Reuters  Screen for such
Optional  Currency as of 11:00 a.m. (London time) two (2) Business Days prior to
the first day of such  Interest  Period,  and  having a  maturity  equal to such
Interest Period, provided, however, (i) if Reuters Screen FRBD or the applicable
Reuters Screen for such Optional Currency is not available to the Administrative
Agent for any reason,  the applicable  International  Eurocurrency  Rate for the
relevant  Interest  Period  shall  instead be the  applicable  British  Bankers'
Association  Interest  Settlement  Rate for deposits in the applicable  Optional
Currency as reported by any other  generally  recognized  financial  information
service as of 11:00 a.m.  (London time) two (2) Business Days prior to the first
day of such  Interest  Period,  and  having a  maturity  equal to such  Interest
Period,  and (ii) if no such British Bankers'  Association  Interest  Settlement
Rate is  available,  the  applicable  International  Eurocurrency  Rate  for the
relevant  Interest  Period shall be the rate  determined  by the  Administrative
Agent, as the rate at which the Administrative Agent offers to place deposits in
the applicable  Optional Currency with first-class banks in the London interbank
market at approximately  11:00 a.m. (London time) two (2) Business Days prior to
the first day of such  Interest  Period,  in the  approximate  amount of Fleet's
relevant  Eurocurrency  Rate Loan and having a maturity  equal to such  Interest
Period,  divided by (b) a number  equal to 1.00 minus the  Eurocurrency  Reserve
Rate, if applicable.

     Invitation for Competitive Bid. See Section 2.4.1.3.

     Issuing  Lender.  Fleet, in its capacity as issuer of the Letters of Credit
pursuant to Section 4 hereof (and,  as to the Prior  Letter of Credit,  JPMorgan
Chase Bank), or, in the event

                                       15
<PAGE>


Fleet is unable to issue a Letter of Credit,  any other  Lender  selected by the
Administrative  Agent to issue such  Letters of Credit  with the  consent of the
Borrower and such Lender.

     Law.   Any  law,   statutes,   rules   and   regulations   thereunder   and
interpretations  thereof by any competent court or by any  governmental or other
regulatory   body  or  official   charged   with  the   administration   or  the
interpretation thereof and requests, directives, instructions and notices at any
time or from time to time hereafter made upon or otherwise  issued to any Lender
or the  Administrative  Agent by any central bank or other  fiscal,  monetary or
other Governmental Authority (whether or not having the force of law).

     LC Exposure.  At any time,  the sum of (a) the  aggregate  Maximum  Drawing
Amount of all outstanding Letters of Credit at such time, plus (b) the aggregate
amount of all Unpaid Reimbursement  Obligations at such time. The LC Exposure of
any Lender at any time  shall be its  Revolver A  Commitment  Percentage  of the
total LC Exposure at such time.

     Lender  Affiliate.  With  respect to any Lender,  (a) an  Affiliate of such
Lender or (b) any Approved Fund.

     Lenders.  Fleet and the other  lending  institutions  listed on  Schedule 1
hereto  and  any  other  Person  who  becomes  an  assignee  of any  rights  and
obligations of a Lender pursuant to Section 15 and, unless the context otherwise
requires, the Issuing Lender.

     Letter of Credit. See Section 4.1.1.

     Letter of Credit Application. See Section 4.1.1.

     Letter of Credit Fee. See Section 4.6.

     Letter of Credit Participation. See Section 4.1.4.

     Leverage  Ratio.  As at  any  date  of  determination,  the  ratio  of  (a)
Consolidated  Total  Funded Debt  outstanding  on such date to (b)  Consolidated
EBITDA for the Reference Period ending on such date.

     LIBOR Rate.  For any Interest  Period with respect to a  Eurocurrency  Rate
Loan  denominated  in  Dollars,  the  rate of  interest  equal  to (a) the  rate
determined  by the  Administrative  Agent  at  which  Dollar  deposits  for such
Interest Period are offered based on information presented on Telerate Page 3750
as of 11:00 a.m.  London time on the second  Business Day prior to the first day
of such  Interest  Period,  divided  by (b) a  number  equal to 1.00  minus  the
Eurocurrency  Reserve Rate. If the rate  described  above does not appear on the
Telerate System on any applicable  interest  determination  date, the LIBOR Rate
shall  be  the  rate  (rounded  upward,   if  necessary,   to  the  nearest  one
hundred-thousandth  of a  percentage  point),  determined  on the  basis  of the
offered  rates for deposits in Dollars for a period of time  comparable  to such
Eurocurrency  Rate Loan  which are  offered  by four  major  banks in the London
interbank market at approximately

                                       16
<PAGE>


11:00 a.m.  London  time,  on the second  Business Day prior to the first day of
such  Interest  Period as selected by the  Administrative  Agent.  The principal
London  office of each of the four  major  London  banks  will be  requested  to
provide a quotation of its Dollar  deposit  offered  rate.  If at least two such
quotations are provided,  the rate for that date will be the arithmetic  mean of
the quotations. If fewer than two quotations are provided as requested, the rate
for that date will be  determined  on the basis of the rates quoted for loans in
Dollars  to  leading  European  banks  for a period of time  comparable  to such
Interest Period offered by major banks in New York City at  approximately  11:00
a.m.  New York City time,  on the second  Business Day prior to the first day of
such Interest Period.  In the event that the  Administrative  Agent is unable to
obtain any such quotation as provided  above,  it will be considered  that LIBOR
Rate  pursuant to a  Eurocurrency  Rate Loan  denominated  in Dollars  cannot be
determined.

     Lien.   Any   mortgage,   deed  of  trust,   security   interest,   pledge,
hypothecation,  encumbrance,  lien (statutory,  judgment or otherwise), or other
security  agreement  or  the  interests  of a  vendor  or  a  lessor  under  any
conditional  sale  agreement,   Capitalized  Lease,  Synthetic  Lease  or  title
retention  agreement (or any financing  lease involving  substantially  the same
economic  effect  as any of the  foregoing)  and  the  filing  of any  financing
statement  under  the UCC or  comparable  Law of any  jurisdiction  (other  than
financing  statements  filed  with  respect to leases  solely  for  notification
purposes),  provided,  that neither the licensing of any  intellectual  property
right nor the  holding of any such right  subject to any  retained  right of any
licensor  or  transferor  thereof  to use or  license  the  same  shall,  alone,
constitute a Lien on any such right.

     Loan  Documents.  This Credit  Agreement,  the Notes,  the Fee Letter,  the
Letter of Credit Applications, the Letters of Credit and the Guarantees.

     Loan Request. See Section 2.8.

     Loans.  The  Revolving  Credit  Loans,  the  Competitive  Bid Loans and the
Swingline Loans.

     Long   Term   Senior   Debt.    See    definition    of   "Debt    Rating".

     Mandatory Costs.  With respect to any Lender or the  Administrative  Agent,
any cost of compliance by such Lender or the  Administrative  Agent with (a) the
requirements of the Bank of England and/or the Financial Services Authority (or,
in either case, any other  authority which replaces all or any of its functions)
and/or (b) the requirements of the European Central Bank.

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

                                       17
<PAGE>


     Material  Adverse  Effect.  With  respect  to any  event or  occurrence  of
whatever  nature  (including  any  adverse   determination  in  any  litigation,
arbitration or governmental investigation or proceeding):

     (a) a material  adverse  effect on the  business,  condition  (financial or
otherwise), assets, or operation of the Borrower and its Subsidiaries,  taken as
a whole; or

     (b) a material  adverse  effect on the validity or  enforceability  of this
Credit  Agreement or any of the other Loan Documents,  or the rights or remedies
available to the Administrative Agent or any Lender under any Loan Document.

     Material Domestic Subsidiary. As at any date of determination, any Domestic
Subsidiary of the Borrower,  other than the Permitted  Receivables Vehicle, with
respect  to which  the  aggregate  book  value of the  assets  of such  Domestic
Subsidiary  (excluding   intercompany  assets  that  would  be  eliminated  upon
consolidation  in  accordance  with GAAP) equals or exceeds five percent (5%) of
the  then  current  book  value of all of the  assets  of the  Borrower  and its
Domestic  Subsidiaries  (excluding  intercompany assets that would be eliminated
upon  consolidation  in accordance  with GAAP). A Domestic  Subsidiary that is a
Material  Domestic  Subsidiary  at any date  pursuant to this  definition  shall
continue to be or be deemed to be a Material  Domestic  Subsidiary  at all times
thereafter,  without  regard  to  the  results  of any  future  re-determination
pursuant to this definition.

     Material  Worldwide  Subsidiary.  Any Subsidiary  (other than the Permitted
Receivables  Vehicle),  the (a) assets or (b) revenues  (excluding  intercompany
assets and revenues that would be eliminated  upon  consolidation  in accordance
with GAAP) of which are, at the time of determination  (determined,  in the case
of clause (a), as at the end of the most recently concluded fiscal quarter, and,
in the case of  clause  (b),  in  respect  of the  most  recent  period  of four
consecutive  fiscal  quarters of the Borrower  for which the relevant  financial
information  is  available),  equal to or greater  than five percent (5%) of the
consolidated assets or ten percent (10%) of the consolidated revenues (excluding
intercompany  assets and revenue that would be eliminated upon  consolidation in
accordance  with GAAP),  respectively,  of the Borrower and its  Subsidiaries at
such  time.  Upon  the  acquisition  of a  new  Subsidiary,  qualification  as a
"Material Worldwide  Subsidiary" shall be determined on a pro forma basis on the
assumption  that such  Subsidiary  had been  acquired  at the  beginning  of the
relevant period of four consecutive fiscal quarters.

     Maximum Drawing Amount. The maximum aggregate amount that the beneficiaries
may at any time draw under  outstanding  Letters of  Credit,  as such  aggregate
amount may be reduced from time to time  pursuant to the terms of the Letters of
Credit.

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

     Multiemployer  Plan. Any  multiemployer  plan within the meaning of Section
3(37) of  ERISA  maintained  or  contributed  to by the  Borrower  or any  ERISA
Affiliate.

                                       18
<PAGE>


     Nonrecourse Subsidiary. Any Subsidiary of the Borrower, direct or indirect,
as to which (a) such  Subsidiary  does not own any  capital  stock of, or own or
hold any Lien, security interest or encumbrance on, any property of the Borrower
or  any  other  Subsidiary  of  the  Borrower;  (b)  such  Subsidiary  has  been
established as a "bankruptcy  remote"  Subsidiary  (whether direct or indirect);
and (c) the  obligations  and liabilities of such Subsidiary to any Person shall
be  entirely  nonrecourse  as to the  Borrower  or any other  Subsidiary  of the
Borrower  (unless  the  Borrower or other  Subsidiary  has  expressly  agreed in
writing  to be liable for such  obligations  pursuant  to a guaranty  or similar
instrument).

     Non-U.S. Lender. See Section 5.3.3.

     Notes.  The Revolving  Credit A Notes, the Revolving Credit B Notes and the
Competitive Bid Notes.

     Notice of Competitive Bid Borrowing. See Section 2.4.1.6.

     Obligations.  All  indebtedness,  obligations and liabilities of any of the
Borrower  and its  Subsidiaries  to any of the  Lenders  and the  Administrative
Agent,  individually  or  collectively,  existing  on the  date of  this  Credit
Agreement or arising thereafter,  direct or indirect, joint or several, absolute
or  contingent,  matured or unmatured,  liquidated or  unliquidated,  secured or
unsecured,  arising  by  contract,  operation  of law or  otherwise,  arising or
incurred  under this Credit  Agreement or any of the other Loan Documents or any
Hedging  Agreement  or in  respect  of any of the  Loans  made or  Reimbursement
Obligations incurred or any of the Notes, Letter of Credit Applications, Letters
of Credit or other instruments at any time evidencing any thereof.

     Optional Currency Notice. See Section 2.11.1.

     Optional Currencies.  Collectively,  (a) the Agreed Optional Currencies, in
each case so long as such currency is and remains an Eligible  Optional Currency
and (b) any other Eligible  Optional  Currency  which the Borrower  requests the
Administrative  Agent include as an Agreed Optional Currency hereunder and which
is acceptable to all of the Lenders.

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

     outstanding.  With respect to the Loans,  the  aggregate  unpaid  principal
thereof as of any date of determination.

     Overnight Rate. For any day (a) as to Revolving Credit Loans denominated in
Dollars, the weighted average interest rate paid by the Administrative Agent for
federal  funds  acquired by the  Administrative  Agent,  and (b) as to Revolving
Credit Loans denominated in an Optional Currency, the rate of interest per annum
at which overnight deposits in the applicable  Optional  Currency,  in an amount
approximately  equal to the

                                       19
<PAGE>


amount with respect to which such rate is being determined, would be offered for
such day by the  Administrative  Agent to major  banks in the  London  interbank
market.

     Participant. See Section 15.4.

          PBGC. The Pension Benefit Guaranty Corporation created by Section 4002
     of  ERISA  and  any   successor   entity   or   entities   having   similar
     responsibilities.

     Permitted Acquisition. See Section 9.5.1.

     Permitted Liens. Liens permitted by Section 9.2.

     Permitted Receivables Financing.  Any customary program for financing based
solely  on the grant of  security  interests  on  accounts  receivable  (and the
proceeds  thereof and related  agreements  and security  customary  for accounts
receivable  financings) of the Borrower and its  Subsidiaries and which involves
the transfer  without recourse (other than customary  limited  recourse) of such
accounts  receivable  to  a  Permitted  Receivables  Vehicle  and  transfers  of
interests in such accounts  receivable to the parties  providing such financing,
so long as (a) such  program is intended  by the  parties  thereto to be treated
(whether or not such  treatment  is  ultimately  disallowed)  as an "off balance
sheet"  transaction;  and (b) all cash  advances  to the  Permitted  Receivables
Vehicles  pursuant  to  all  such  programs  from  the  Persons  providing  such
financings  shall not exceed an amount  which is equal to 75% of the  Borrower's
Consolidated EBITDA for the Reference Period most recently ended, as reported as
at the end of each fiscal quarter.

     Permitted Receivables Vehicle. Lexmark Receivables Corporation,  a Delaware
corporation, or any other Person established as a "bankruptcy remote" Subsidiary
(whether  direct or  indirect)  of the  Borrower  for the  purpose of  acquiring
accounts receivable under any Permitted Receivables Financing.

     Person.   Any   individual,   corporation,   limited   liability   company,
partnership,   limited  liability   partnership,   trust,  other  unincorporated
association, business, or other legal entity, and any Governmental Authority.

     Plan. Any employee  pension benefit plan within the meaning of Section 3(2)
of ERISA maintained or contributed to by the Borrower or any ERISA Affiliate the
benefits of which are  guaranteed on  termination in full or in part by the PBGC
pursuant to Title IV of ERISA, other than a Multiemployer Plan.

     Prior Letter of Credit. As defined in  Section 4.1.1 hereof.

     Real  Estate.  All real  property at any time owned or leased (as lessee or
sublessee) by the Borrower or any of its Subsidiaries.

     Record.  The grid attached to a Note, or the  continuation of such grid, or
any other similar record,  including computer records,  maintained by any Lender
with respect to any Loan referred to in such Note.

                                       20
<PAGE>


     Reference Period.  As of any date of determination,  the period of four (4)
consecutive fiscal quarters of the Borrower and its Subsidiaries  ending on such
date, or if such date is not a fiscal  quarter end date,  the period of four (4)
consecutive  fiscal  quarters  most  recently  ended (in each case  treated as a
single accounting period).

     Register. See Section 15.3.

     Reimbursement  Obligation.  The  Borrower's  obligation  to  reimburse  the
Issuing  Lender and the  Lenders on account of any  drawing  under any Letter of
Credit as provided in Section 4.2.

     Related  Parties.  With  respect to any  specified  Person,  such  Person's
Affiliates  and  the  respective  directors,  officers,  employees,  agents  and
advisors of such Person and such Person's Affiliates.

     Required  Lenders.  As of any date,  the Lenders  having  Revolving  Credit
Exposures and unused Commitments aggregating to at least fifty one percent (51%)
of the sum of the total  Revolving  Credit  Exposures and unused  Commitments at
such time;  provided,  that, for purposes of  acceleration  of the Loans and all
other  amounts owing under this Credit  Agreement  and the other Loan  Documents
pursuant  to  Section  13  hereof,  if, at the time  Required  Lenders  is being
determined,  the Commitments shall have terminated in full, then the outstanding
Loans of the  Lenders  shall be included in their  respective  Revolving  Credit
Exposures in determining the Required Lenders.

     Restricted Payment.  In relation to the Borrower and its Subsidiaries,  any
(a)  Distribution,  or  (b)  payment  or  prepayment  by  the  Borrower  or  its
Subsidiaries to (i) the Borrower's or any  Subsidiary's  shareholders  (or other
equity  holders),  (ii) any  Affiliate of the Borrower or any  Subsidiary or any
Affiliate of the Borrower's or such  Subsidiary's  shareholders (or other equity
holders), in each case other than a payment to the Borrower.

     Revolver A Commitment. With respect to each Lender, the amount set forth on
Schedule 1 hereto as the amount of such Lender's  commitment  to make  Revolving
Credit A Loans to, and to participate in the issuance,  extension and renewal of
Letters of Credit for the account of, the  Borrower,  as the same may be reduced
from time to time or modified  pursuant  to Section  2.3.1.  hereof;  or if such
commitment is terminated pursuant to the provisions hereof, zero.

     Revolver A Facility Fee. See Section 2.2.1 hereof.

     Revolver  A  Commitment  Percentage.  With  respect  to  each  Lender,  the
percentage  set forth on Schedule 1 hereto as such  Lender's  percentage  of the
Total Revolver A Commitment.

     Revolver B Commitment. With respect to each Lender, the amount set forth on
Schedule 1 hereto as the amount of such Lender's  commitment  to make  Revolving
Credit B Loans to the Borrower,  as the same may be reduced from time to time or

                                       21
<PAGE>


modified  pursuant to Section 2.3.2 hereof;  or if such commitment is terminated
pursuant to the provisions hereof, zero.

     Revolver B Facility Fee. See Section 2.2.2 hereof.

     Revolver  B  Commitment  Percentage.  With  respect  to  each  Lender,  the
percentage  set forth on Schedule 1 hereto as such  Lender's  percentage  of the
Total Revolver B Commitment.

     Revolving Credit A Loans.  Revolving credit loans made or to be made by the
Lenders to the Borrower pursuant to Section 2.1.1 hereof.

     Revolving Credit A Notes. See Section 2.6.1.

     Revolving Credit B Loans.  Revolving credit loans made or to be made by the
Lenders to the Borrower pursuant to Section 2.1.2 hereof.

     Revolving Credit B Notes. See Section 2.6.2.

     Revolving Credit Exposure.  With respect to any Lender at any time, the sum
of the outstanding  principal amount of such Lender's  Revolving Credit A Loans,
Revolving  Credit B Loans,  its LC Exposure and its  Swingline  Exposure at such
time.

     Revolving Credit Loan A Maturity Date. May 29, 2005.

     Revolving  Credit Loan B Maturity  Date. May 28, 2003,  unless  extended in
accordance  with Section  2.12,  and then such date as set forth in Section 2.12
hereof.

     Same Day Funds.  With respect to disbursements and payments in (a) Dollars,
immediately  available funds, and (b) any Optional  Currency,  same day or other
funds as may be  determined by the  Administrative  Agent to be customary in the
place of  disbursement  or payment for the settlement of  international  banking
transactions in such Optional Currency.

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

     Subordinated  Debt.  Unsecured  Indebtedness  of the Borrower or any of its
Subsidiaries  that is expressly  subordinated and made junior to the payment and
performance  in  full in cash of the  Obligations,  and  evidenced  as such by a
written instrument containing such subordination provisions.

     Subsidiary. Any corporation,  association,  trust, or other business entity
of which the  designated  parent  shall at any time own  directly or  indirectly
through a Subsidiary or Subsidiaries at least a majority (by number of votes) of
the outstanding Voting Stock.

     Successor    Rating    Agency.    See    definition   of   "Debt   Rating".

     Swingline Borrowing. A Borrowing consisting of a Swingline Loan made by any
Swingline Lender.

                                       22
<PAGE>


     Swingline  Exposure.  At any time,  the aggregate  principal  amount of all
Swingline Loans  outstanding at such time. The Swingline  Exposure of any Lender
at any time shall be its Revolver A Commitment Percentage of the total Swingline
Exposure at such time.

     Swingline  Lender.  Fleet in its  capacity  as  lender of  Swingline  Loans
hereunder.

     Swingline  Loans.  Any  loan  made by (a)  any  Swingline  Lender  pursuant
to Section 2.5 or (b) any Lender pursuant to Section 2.5.

     Swingline Sublimit. $50,000,000.

     Synthetic  Lease.  Any lease of goods or other  property,  whether  real or
personal,  which is treated as an  operating  lease  under GAAP and as a loan or
financing for U.S. income tax purposes.

     TARGET  Settlement  Day.  Any day on  which  the  Trans-European  Automated
Real-Time Gross Settlement Transfer (TARGET) System is open.

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

     Total  Facility A Usage.  At any time,  the sum of the  Revolving  Credit A
Loans  outstanding,  the LC Exposure,  the Swingline  Loans  outstanding and the
Competitive Bid Loans outstanding.

     Total  Revolver A Commitment.  The sum of the Revolver A Commitments of the
Lenders, as in effect from time to time.

     Total  Revolver B Commitment.  The sum of the Revolver B Commitments of the
Lenders, as in effect from time to time.

     Type. As to any Revolving  Credit Loan, its nature as a Base Rate Loan or a
Eurocurrency  Rate Loan,  and as to any  Competitive  Bid Loan,  its nature as a
Fixed Rate Loan or a Eurocurrency Competitive Bid Loan.

     Unpaid Reimbursement Obligation. Any Reimbursement Obligation for which the
Borrower  does not  reimburse  the  Issuing  Lender and the  Lenders on the date
specified in, and in accordance with, Section 4.2.

     Utilization Fee. See Section 2.2.3.

     Utilized Amount. As of any date of  determination,  the aggregate amount of
the Revolving Credit Loans (including, without limitation, the Swingline Loans),
the LC Exposure and the Competitive Bid Loans outstanding on such date.

     Voting Stock. Stock or similar interests,  of any class or classes (however
designated),  the holders of which are at the time entitled, as such holders, to
vote for the  election of a majority  of the  directors  (or persons  performing
similar  functions) of the

                                       23
<PAGE>


corporation,  association,  trust or other business entity involved,  whether or
not the right so to vote exists by reason of the happening of a contingency.

     Withdrawal  Liability.  Liability to a Multiemployer  Plan as a result of a
complete or partial  withdrawal  from such  Multiemployer  Plan, as such term is
defined in Part I of Subtitle E of Title IV of ERISA.

     1.2. Rules of Interpretation.

          (a) A  reference  to any  document or  agreement  shall  include  such
     document or agreement  as amended,  modified or  supplemented  from time to
     time in accordance with its terms and the terms of this Credit Agreement.

          (b) The  singular  includes  the plural and the  plural  includes  the
     singular.

          (c) A reference to any law includes any amendment or  modification  to
     such law.

          (d) A reference to any Person  includes its permitted  successors  and
     permitted assigns.

          (e)  Accounting  terms not otherwise  defined herein have the meanings
     assigned to them by GAAP  applied on a consistent  basis by the  accounting
     entity to which they refer.  In  addition,  except as  otherwise  expressly
     provided  herein,  all terms of an accounting or financial  nature shall be
     construed in accordance with GAAP, as in effect from time to time; provided
     that, if the Borrower notifies the  Administrative  Agent that the Borrower
     requests an amendment to any  provision  hereof to eliminate  the effect of
     any change  occurring  after the date hereof in GAAP or in the  application
     thereof on the operation of such provision (or if the Administrative  Agent
     notifies the Borrower that the Required Lenders request an amendment to any
     provision  hereof for such purpose),  regardless of whether any such notice
     is given before or after such change in GAAP or in the application thereof,
     then such provision  shall be interpreted on the basis of GAAP as in effect
     and applied  immediately  before such  change  shall have become  effective
     until such notice shall have been  withdrawn or such  provision  amended in
     accordance herewith.

          (f) The words "include", "includes" and "including" are not limiting.

          (g) All terms not specifically  defined herein or by GAAP, which terms
     are defined in the Uniform Commercial Code as in effect in the State of New
     York,  have  the  meanings   assigned  to  them  therein,   with  the  term
     "instrument"  being that defined under Article 9 of the Uniform  Commercial
     Code.

          (h)  Reference  to a  particular  "Section" refers to that section of
     this Credit Agreement unless otherwise indicated.

                                       24
<PAGE>


          (i) The words "herein", "hereof", "hereunder" and words of like import
     shall refer to this Credit  Agreement as a whole and not to any  particular
     section or subdivision of this Credit Agreement.

          (j)  Unless  otherwise  expressly  indicated,  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."

          (k) This Credit Agreement and the other Loan Documents may use several
     different  limitations,  tests  or  measurements  to  regulate  the same or
     similar matters. All such limitations, tests and measurements are, however,
     cumulative and are to be performed in accordance with the terms thereof.

          (l) This Credit  Agreement and the other Loan Documents are the result
     of negotiation  among,  and have been reviewed by counsel to, among others,
     the  Administrative   Agent  and  the  Borrower  and  are  the  product  of
     discussions and negotiations  among all parties.  Accordingly,  this Credit
     Agreement  and the other Loan  Documents  are not  intended to be construed
     against the Administrative Agent or any of the Lenders merely on account of
     the Administrative  Agent's or any Lender's  involvement in the preparation
     of such documents.

          (m) Unless otherwise expressly indicated, each reference to a specific
     amount denominated in Dollars shall also be deemed to be a reference to the
     Dollar Equivalent of such amount.

           2. THE REVOLVING CREDIT FACILITY; COMPETITIVE BID LOANS AND
                                SWINGLINE LOANS.

     2.1. Commitment to Lend.

          2.1.1.  The  Revolving  Credit  A  Loans.  Subject  to the  terms  and
     conditions  set  forth  in  this  Credit  Agreement,  each  of the  Lenders
     severally  agrees to lend to the  Borrower  and the  Borrower  may  borrow,
     repay,  and reborrow  from time to time from the Closing Date up to but not
     including  the  Revolving  Credit  Loan A Maturity  Date upon notice by the
     Borrower to the Administrative  Agent given in accordance with Section 2.8,
     such sums in Dollars  and/or,  at the Borrower's  option from time to time,
     subject to Section 2.11 hereof, in an Optional  Currency,  as are requested
     by the Borrower up to a maximum aggregate amount  outstanding (after giving
     effect to all  amounts  requested)  at any one time equal to such  Lender's
     Revolver A Commitment minus such Lender's Revolver A Commitment  Percentage
     of the sum of the LC Exposure  plus the Swingline  Exposure,  provided that
     the Dollar Equivalent of the Total Facility A Usage (after giving effect to
     all amounts  requested)  shall not at any time exceed the Total  Revolver A
     Commitment  at such time.  The  Revolving  Credit A Loans shall be made pro
     rata in  accordance  with each Lender's  Revolver A Commitment  Percentage.
     Each request for a Revolving Credit A Loan

                                       25
<PAGE>



     hereunder shall  constitute a  representation  and warranty by the Borrower
     that the  conditions set forth in Section 11 and Section 12, in the case of
     the initial  Revolving  Credit A Loans to be made on the Closing Date,  and
     Section 12, in the case of all other  Revolving  Credit A Loans,  have been
     satisfied  on the date of such  request  . Each  Base  Rate  Loan  shall be
     denominated  in  Dollars,   and  each   Eurocurrency  Rate  Loan  shall  be
     denominated  in  Dollars,  or  subject  to  Section  2.11,  in an  Optional
     Currency.

          2.1.2.  The  Revolving  Credit  B  Loans.  Subject  to the  terms  and
     conditions  set  forth  in  this  Credit  Agreement,  each  of the  Lenders
     severally  agrees to lend to the  Borrower  and the  Borrower  may  borrow,
     repay,  and reborrow  from time to time from the Closing Date up to but not
     including  the  Revolving  Credit  Loan B Maturity  Date upon notice by the
     Borrower to the Administrative  Agent given in accordance with Section 2.8,
     such sums in  Dollars  as are  requested  by the  Borrower  up to a maximum
     aggregate amount outstanding (after giving effect to all amounts requested)
     at any one time equal to such Lender's Revolver B Commitment, provided that
     the outstanding amount of all Revolving Credit B Loans (after giving effect
     to all amounts requested) shall not at any time exceed the Total Revolver B
     Commitment  at such time.  The  Revolving  Credit B Loans shall be made pro
     rata in  accordance  with each Lender's  Revolver B Commitment  Percentage.
     Each request for a Revolving  Credit B Loan  hereunder  shall  constitute a
     representation  and warranty by the Borrower that the  conditions set forth
     in Section 11 and Section 12, in the case of the initial Revolving Credit B
     Loans to be made on the  Closing  Date,  and Section 12, in the case of all
     other  Revolving  Credit B Loans,  have been  satisfied on the date of such
     request.

     2.2. Facility Fee; Utilization Fee.

          2.2.1.  Revolver A Facility  Fee.  The  Borrower  agrees to pay to the
     Administrative  Agent for the  accounts of the Lenders in  accordance  with
     their  respective  Revolver A  Commitment  Percentages  a facility fee (the
     "Revolver  A  Facility  Fee")  calculated  daily on the  Total  Revolver  A
     Commitment  in effect on such date at the rate per annum of the  Applicable
     Margin with  respect to the  Revolver A Facility Fee as in effect from time
     to time. The Revolver A Facility Fee shall be payable  quarterly in arrears
     on the first day of each  calendar  quarter for the  immediately  preceding
     calendar  quarter  commencing on the first such date  following the Closing
     Date, with a final payment on the Revolving  Credit Loan A Maturity Date or
     any earlier date on which the Revolver A Commitments shall terminate.

          2.2.2.  Revolver B Facility  Fee.  The  Borrower  agrees to pay to the
     Administrative  Agent for the  accounts of the Lenders in  accordance  with
     their  respective  Revolver B  Commitment  Percentages  a facility fee (the
     "Revolver  B  Facility  Fee")  calculated  daily on the  Total  Revolver  B
     Commitment  in  effect  on such  date at the  rate per  annum  equal to the
     Applicable  Margin with respect to the Revolver B Facility Fee as in effect
     from time to time.  The Revolver B Facility Fee shall be payable  quarterly
     in arrears on the first day of each  calendar  quarter

                                       26
<PAGE>


     for the immediately preceding calendar quarter commencing on the first such
     date  following  the Closing  Date,  with a final  payment on the Revolving
     Credit  Loan B Maturity  Date or any earlier  date on which the  Revolver B
     Commitments shall terminate.

          2.2.3.  Utilization  Fee.  For each day on which the  Utilized  Amount
     exceeds  the  product  of (a) 0.40  multiplied  by (b) the sum of the Total
     Revolver A Commitment  plus the Total Revolver B Commitment as in effect on
     such date, the Borrower agrees to pay to the  Administrative  Agent for the
     accounts  of the Lenders in  accordance  with their  respective  Commitment
     Percentages  a  utilization  fee  (the  "Utilization  Fee")  such  that the
     Applicable  Margin with respect to each  Eurocurrency  Rate Loan shall, for
     each such day, be increased from the otherwise  applicable  rate by the per
     annum rate equal to 0.125%.  The  Utilization  Fee shall be payable on each
     Interest  Payment Date in which such  Utilization  Fee has been charged for
     Eurocurrency Rate Loans.

     2.3. Reduction of Commitments.

          2.3.1.  Reduction of Total  Revolver A Commitment.  The Borrower shall
     have the  right at any time  and from  time to time  upon one (1)  Business
     Day's  prior  written  notice  to the  Administrative  Agent to  reduce  by
     $1,000,000  or an integral  multiple  thereof or to terminate  entirely the
     unused portion of the Total Revolver A Commitment, whereupon the Revolver A
     Commitments  of the Lenders  shall be reduced pro rata in  accordance  with
     their respective Revolver A Commitment  Percentages of the amount specified
     in such notice or, as the case may be, terminated. Promptly after receiving
     any notice of the Borrower  delivered  pursuant to this Section 2.3.1., the
     Administrative Agent will notify the Lenders of the substance thereof. Upon
     the effective date of any such reduction or termination, the Borrower shall
     pay to the Administrative  Agent for the respective accounts of the Lenders
     the full amount of any  Revolver A Facility  Fee then accrued and unpaid on
     the amount of the reduction.  No reduction or termination of the Revolver A
     Commitments may be reinstated.

          2.3.2.  Reduction of Total  Revolver B Commitment.  The Borrower shall
     have the  right at any time  and from  time to time  upon one (1)  Business
     Day's  prior  written  notice  to the  Administrative  Agent to  reduce  by
     $1,000,000  or an integral  multiple  thereof or to terminate  entirely the
     unused portion of the Total Revolver B Commitment, whereupon the Revolver B
     Commitments  of the Lenders  shall be reduced pro rata in  accordance  with
     their respective Revolver B Commitment  Percentages of the amount specified
     in such notice or, as the case may be, terminated. Promptly after receiving
     any notice of the Borrower  delivered  pursuant to this Section 2.3.2., the
     Administrative Agent will notify the Lenders of the substance thereof. Upon
     the effective date of any such reduction or termination, the Borrower shall
     pay to the Administrative  Agent for the respective accounts of the Lenders
     the full amount of any  Revolver B Facility  Fee then accrued and unpaid on
     the amount of the reduction.  No reduction or termination of the Revolver B
     Commitments may be reinstated.

                                       27
<PAGE>


     2.4. Competitive Bid Loans.

          2.4.1. Competitive Bid Borrowings.

               2.4.1.1. The Competitive Bid Option. In addition to the Revolving
          Credit A Loans and the Swingline  Loans permitted to be made hereunder
          pursuant to Section 2.1.1. and Section 2.5 hereof,  respectively,  the
          Borrower  may,  pursuant to the terms of this Section  2.4,  cause the
          Administrative  Agent to request  the  Lenders to make  offers to fund
          Competitive  Bid Loans in  Dollars to the  Borrower  from time to time
          prior to the Revolving  Credit Loan A Maturity  Date. The Lenders may,
          but shall have no  obligation  to, make such  offers and the  Borrower
          may, but shall have no obligation to, accept such offers in the manner
          set forth in this Section  2.4.  Notwithstanding  any other  provision
          herein to the contrary,  at no time shall the Dollar Equivalent of the
          principal  amount of  Competitive  Bid Loans  outstanding  at any time
          (after  giving effect to all amounts  requested)  exceed the lesser of
          (a) the Total  Revolver A  Commitment  minus the sum of (i) the Dollar
          Equivalent of the  aggregate  principal  amount of Revolving  Credit A
          Loans  outstanding at such time plus (ii) the Dollar Equivalent of the
          LC Exposure  outstanding  at such time plus (iii) the Swingline  Loans
          outstanding at such time and (b) the Competitive Bid Sublimit.

               2.4.1.2.  Competitive Bid Quote Request. When the Borrower wishes
          to request  offers to make  Competitive  Bid Loans under this  Section
          2.4, they shall transmit to the  Administrative  Agent by telephone or
          facsimile  (in each case  confirmed  in  writing  by the  Borrower)  a
          Competitive  Bid  Request  substantially  in the form of  Exhibit  B-1
          hereto (a "Competitive Bid Request") so as to be received, in the case
          of a Eurocurrency  Competitive Loan, no later than 11:00 a.m. (Eastern
          time) three (3) Business  Days prior to the  requested  Drawdown  Date
          and, in the case of a Fixed Rate Loan,  one (1)  Business Day prior to
          the requested  Drawdown Date,  specifying  (a) the requested  Drawdown
          Date (which must be a Business Day) (b) the  principal  amount of such
          Competitive  Bid Loan  stated in Dollars  (which  must be a minimum of
          $10,000,000 or any greater integral multiple of $1,000,000 and may not
          exceed the  lesser of (i) Total  Revolver  A  Commitment  and (ii) the
          Competitive Bid Sublimit),  (c) the Type of such  Competitive Bid Loan
          and (d) the Interest Period of such  Competitive Bid Loan,  subject to
          the provisions of the definition of Interest Period.  The Borrower may
          request  offers  to make  Competitive  Bid  Loans for no more than one
          amount and three Interest Periods in a single Competitive Bid Request.
          No new  Competitive  Bid Request shall be given until the Borrower has
          notified the Administrative  Agent of its acceptance or non-acceptance
          of the Competitive  Bids relating to any  outstanding  Competitive Bid
          Request.

               2.4.1.3.  Invitation for  Competitive  Bid Quotes.  Subsequent to
          timely receipt of a Competitive Bid Request,  the Administrative Agent
          shall send to the Lenders by facsimile an invitation  for  Competitive
          Bids as  promptly  as  possible  but not  later  than in the case of a
          Eurocurrency  Competitive  Loan,  3:00 p.m.  (Eastern  time) three (3)
          Business Days prior to the proposed Drawdown Date and in the case of a
          Fixed Rate Loan, not later than 3:00 p.m.  (Eastern time) on the

                                       28
<PAGE>


          first Business Day prior to the requested Drawdown Date, substantially
          in the form of  Exhibit  B-2 hereto (an  "Invitation  for  Competitive
          Bid"),  which shall  constitute  an invitation by the Borrower to each
          Lender to submit  Competitive  Bids offering to make  Competitive  Bid
          Loans to which such Competitive Bid Request relates in accordance with
          this Section 2.4. If, after receipt by the  Administrative  Agent of a
          Competitive  Bid Request from the Borrower in accordance  with Section
          2.4.1.2,  the  Administrative  Agent or any Lender  shall be unable to
          complete any  procedure of the auction  process  described in Sections
          2.4.1.4 - 2.4.1.6  (inclusive)  due to the inability of such Person to
          transmit  or  receive   communications  through  the  means  specified
          therein,   such  Person  may  rely  on   telephonic   notice  for  the
          transmission or receipt of such communications. In any case where such
          Person  shall  rely  on  telephone   transmission   or  receipt,   any
          communication made by telephone shall, as soon as possible thereafter,
          be followed by written confirmation thereof.

               2.4.1.4. Submission and Contents of Competitive Bid Quotes.

               (a) Each Lender may, but shall be under no obligation  to, submit
          a Competitive  Bid  containing an offer or offers to make  Competitive
          Bid  Loans  to  the  Borrower  in  response  to  any   Invitation  for
          Competitive Bid Quotes (a "Competitive  Bid Offer").  Each Competitive
          Bid must comply with the requirements of this Section 2.4.1.4 and must
          be submitted to the Administrative Agent by facsimile,  in the case of
          a Eurocurrency  Competitive  Loan, not later than 10:00 a.m.  (Eastern
          time) two (2) Business Days prior to the proposed  Drawdown  Date, and
          in the case of a Fixed Rate Loan,  not later than 10:00 a.m.  (Eastern
          time) on the requested  Drawdown Date,  provided that Competitive Bids
          may be made by the  Administrative  Agent in its  capacity as a Lender
          only if it notifies the Borrower of the terms of its  Competitive  Bid
          at least one  quarter  of an hour  earlier  than the time by which the
          other  Lenders are  required to submit their  Competitive  Bids to the
          Administrative  Agent pursuant to this Section 2.4.1.4(a).  Subject to
          the provisions of Sections 11 and 12 hereof,  any  Competitive  Bid so
          made  shall be  irrevocable  except  with the  written  consent of the
          Administrative Agent given on the instructions of the Borrower.

               (b) Each Competitive Bid Offer shall be in substantially the form
          of Exhibit B-3 hereto and shall in any case specify:

               (i) the requested Drawdown Date and Interest Periods;

               (ii) the  principal  amount and currency of the  Competitive  Bid
          Loan for which each such offer is being made,  which principal  amount
          (w) may be greater than the  Commitment of the quoting  Lender but may
          not  exceed  the lesser of the Total  Revolver  A  Commitment  and the
          Competitive Bid Sublimit, (x) must be $10,000,000 or a larger multiple
          of $1,000,000,  (y) may not exceed the aggregate  principal  amount of
          Competitive Bid Loans for which offers were requested,  and (z) may be
          subject  to an  aggregate  limitation  as to the  principal

                                       29
<PAGE>


          amount of  Competitive  Bid Loans for which  offers being made by such
          quoting Lender may be accepted;

               (iii) the  Competitive Bid Rate per annum (rounded to the nearest
          1/1000th of 1%) offered for each such Competitive Bid Loan, and

               (iv) the identity of the quoting Lender.

          A  Competitive  Bid may  include  up to five  separate  offers  by the
          quoting Lender with respect to each Interest  Period  specified in the
          related Invitation for Competitive Bid.

               (c) Any Competitive Bid shall be disregarded if it:

               (i) is not  substantially  in the form of  Exhibit  B-3 hereto or
          does  not  specify  all  of  the   information   required  by  Section
          2.4.1.4(b);

               (ii) contains qualifying, conditional or similar language (except
          that it may, in the case of a quote relating to more than one Interest
          Period, contain the condition described in Section 2.4.1.4(b)(ii));

               (iii) proposes terms other than or in addition to those set forth
          in the applicable Invitation for Competitive Bids; or

               (iv) arrives after the time set forth in Section 2.4.1.4(a).

               2.4.1.5.  Notice to  Borrower.  The  Administrative  Agent  shall
          promptly notify the Borrower of the terms of (a) all Competitive  Bids
          submitted  by the Lenders in  accordance  with the  preceding  Section
          2.4.1.4 and (b) of any  Competitive  Bid that  amends,  modifies or is
          otherwise  inconsistent  with a previous  Competitive Bid submitted by
          such Lender with respect to the same Competitive Bid Request. Any such
          subsequent  Competitive Bid shall be disregarded by the Administrative
          Agent unless such subsequent  Competitive  Bid is submitted  solely to
          correct  a  manifest  error  in  such  former   Competitive  Bid.  The
          Administrative  Agent's  notice to the Borrower  shall specify (i) the
          aggregate  principal  amount of Competitive Bid Loans for which offers
          have been received for each Interest  Period  specified in the related
          Competitive  Bid Request,  (ii) the respective  principal  amounts and
          Competitive  Bid Rates so offered,  and the identity of the respective
          Lenders submitting such offers,  and (iii) if applicable,  limitations
          on the aggregate  principal  amount of Competitive Bid Loans for which
          offers in any single Competitive Bid may be accepted.

               2.4.1.6.  Acceptance  and Notice by Borrower  and  Administrative
          Agent. Not later than, in the case of Eurocurrency  Competitive Loans,
          10:30 a.m. (Eastern time) two (2) Business Days prior to the requested
          Drawdown  Date  and,  in the  case of Fixed  Rate  Loans,  10:30  a.m.
          (Eastern  time) on the requested  Drawdown  Date,  the Borrower  shall
          notify  the  Administrative  Agent  of the  Borrower's  acceptance  or
          non-acceptance  of the offers of which it was notified

                                       30
<PAGE>


          pursuant to the preceding Section 2.4.1.5 in a notice,  transmitted to
          the  Administrative  Agent by  telephone,  or facsimile  (in each case
          confirmed in writing by the Borrower),  in  substantially  the form of
          Exhibit B-4 hereto (a "Notice of  Competitive  Bid  Borrowing").  Such
          notice shall specify the aggregate principal amount of offers for each
          Interest  Period  that are  accepted.  The  Borrower  may  accept  any
          Competitive Bid in whole or in part; provided that:

               (a) the aggregate  principal  amount of each Competitive Bid Loan
          may  not  exceed  the  applicable  amount  set  forth  in the  related
          Competitive Bid Request,

               (b) the aggregate  principal  amount of each Competitive Bid Loan
          must be $10,000,000 or a larger multiple of $1,000,000,

               (c)  acceptance  of  offers  may  only be made  on the  basis  of
          ascending Competitive Bid Rates, and

               (d) no  offer  may be  accepted  that  is  described  in  Section
          2.4.1.4(c) or that otherwise fails to comply with the  requirements of
          this Credit Agreement.

               The Administrative  Agent shall promptly notify each Lender which
          submitted  a  Competitive  Bid of  the  acceptance  or  non-acceptance
          thereof.  The  Administrative  Agent will promptly  notify each Lender
          which  submitted  a  Competitive  Bid and each other  Lender  which so
          requests the following  information from the  Administrative  Agent of
          (a)  the  aggregate   principal  amount  of,  and  (b)  the  range  of
          Competitive  Bid Rates of the accepted  Competitive Bid Loans for each
          requested Interest Period.

               2.4.1.7.   Allocation   by   Administrative   Agent;   Usage   of
          Commitments.  If offers are made by two or more  Lenders with the same
          Competitive Bid Rates, for a greater  aggregate  principal amount than
          the amount in respect of which  offers are  accepted  for the  related
          Interest  Period,  the principal  amount of  Competitive  Bid Loans in
          respect of which such offers are  accepted  shall be  allocated by the
          Administrative Agent among such Lenders as nearly as possible (in such
          multiples not less than $100,000 as the Administrative  Agent may deem
          appropriate) in proportion to the aggregate  principal amounts of such
          offers.  If  any  such  Lender  has  indicated  a  minimum  acceptable
          Competitive  Bid Loan in its  Competitive  Bid Request,  and under the
          procedures of this Section  2.4.1.7,  the  Administrative  Agent would
          have  allocated  to  it  an  amount  less  than  such  minimum,   such
          Competitive  Bid  will  instead  be  deemed  to have  been  withdrawn.
          Determination   by  the   Administrative   Agent  of  the  amounts  of
          Competitive  Bid Loans and the allocation  thereof shall be conclusive
          in the absence of manifest error.

               2.4.1.8. Funding of Competitive Bid Loans. If, on or prior to the
          Drawdown  Date of any  Competitive  Bid  Loan,  the Total  Revolver  A
          Commitment  has not  terminated in full and if, on such Drawdown Date,
          the applicable  conditions of Sections 11 and 12 hereof are satisfied,
          the Lender or Lenders

                                       31
<PAGE>


          whose offers the Borrower has accepted will fund each  Competitive Bid
          Loan so accepted.  Such Lender or Lenders  will make such  Competitive
          Bid Loans, by crediting the Administrative Agent for further credit to
          the Borrower's  specified  account with the  Administrative  Agent, in
          immediately available funds not later than 1:00 p.m. (Eastern time) on
          such Drawdown Date.

               2.4.2.  Repayment of Competitive Bid Loans. The principal of each
          Competitive  Bid Loan shall become  absolutely  due and payable by the
          Borrower on the last day of the Interest Period relating thereto,  and
          the Borrower hereby absolutely and unconditionally  promises to pay to
          the  Administrative  Agent for the account of the relevant  Lenders on
          the last day of the Interest  Period  relating  thereto the  principal
          amount of all such Competitive Bid Loans, plus interest thereon at the
          applicable  Competitive Bid Rate. The Competitive Bid Loans shall bear
          interest at the rate per annum specified in the applicable Competitive
          Bid. Interest on each Competitive Bid Loan shall be payable (a) on the
          last day of the applicable  Interest Period,  and (b) on the Revolving
          Credit Loan A Maturity Date for each Competitive Bid Loan.  Subject to
          the terms of this Credit Agreement,  the Borrower may make Competitive
          Bid Requests with respect to new  Competitive Bid Loans of any amounts
          so repaid prior to the Revolving  Credit Loan A Maturity Date.  Except
          after an  acceleration  pursuant to Section 13.1 hereof,  no principal
          amount with  respect to any  Competitive  Bid Loan may be repaid other
          than on the last day of the Interest Period relating thereto.

     2.5. The Swingline.

          2.5.1.  The  Swingline  Loans.  Subject  to the terms  and  conditions
     hereinafter  set forth,  each Swingline  Lender may make Swingline Loans in
     Dollars  (but is not  obligated  to make any such  Swingline  Loans) to the
     Borrower  from  time  to  time  from  the  Closing  Date  through,  but not
     including,  the  Revolving  Credit Loan A Maturity  Date,  in an  aggregate
     principal  amount at any time  outstanding  that will not result in (a) the
     aggregate principal amount of all outstanding Swingline Loans exceeding the
     Swingline  Sublimit or (b) the Dollar  Equivalent  of the Total  Facility A
     Usage  exceeding the Total  Revolver A Commitment at such time.  Within the
     foregoing  limits and subject to the terms and conditions set forth herein,
     the Borrower may borrow, prepay and reborrow Swingline Loans.

          2.5.2.  Request for Swingline  Loans. To request a Swingline Loan, the
     Borrower shall notify the  Administrative  Agent and any one or more of the
     Swingline Lenders of such request by telephone (confirmed by telecopy), not
     later than 2:00 p.m.  (Eastern Time), on the day of the proposed  Swingline
     Loan.  Each such notice shall specify the requested  date (which shall be a
     Business Day) and the amount of the requested  Swingline Loan. Upon receipt
     of any such request,  each Swingline  Lender may in its discretion quote to
     the Borrower the interest rate (the "Quoted  Swingline Rate") at which such
     Swingline  Lender is willing to lend the requested  Swingline Loan, and the
     Borrower may in its discretion accept or reject any such quote by notice to
     the relevant Swingline Lender (which notice shall be received no later than
     a time reasonably acceptable

                                       32
<PAGE>


     to the Swingline  Lender).  Each Swingline Lender shall make each Swingline
     Loan made by it available to the Borrower by wire  transfer of  immediately
     available  funds to the account  notified by the  Borrower to the  relevant
     Swingline Lender by 4:00 p.m. (Eastern Time), on the requested date of such
     Swingline  Loan.  The Borrower  and each  Swingline  Lender shall  promptly
     notify the  Administrative  Agent of the date and  amount of any  Swingline
     Loan made to it or by it, as the case may be, and the Quoted Swingline Rate
     applicable thereto.

          2.5.3.  Borrowings to Repay Swingline Loans. The Borrower  promises to
     pay each  outstanding  Swingline  Loan on or prior to the date which is the
     earlier to occur of (a) the Revolving  Credit Loan A Maturity Date; (b) the
     first date after such  Swingline  Loan is made that is the 15th or last day
     of a  calendar  month and is at least  three (3)  Business  Days after such
     Swingline  Loan is made;  and (c) the date on which any Revolving  Credit A
     Loan or Competitive Bid Loan is made. The Borrower may prepay the Swingline
     Loans at any time without penalty or premium.  The Administrative Agent (a)
     may at any time in the sole discretion of the Swingline Lender with respect
     to any  outstanding  Swingline Loans or (ii) shall, on any of the dates set
     forth in clauses  (a) - (c)  above,  require  each  Lender  (including  the
     Swingline  Lender) to make a Revolving  Credit A Loan in the amount of such
     Lender's  Revolver A Commitment  Percentage of such Swingline Loan, for the
     purposes of repaying such  Swingline  Loan  (provided that each such notice
     shall be deemed to have been  automatically  given upon the occurrence of a
     Default  or Event  of  Default  under  Section  13.1(g)  or (h) or upon the
     exercise of remedies  provided in the last paragraph of Section 13.1).  The
     proceeds thereof shall be applied directly to the Swingline Lender to repay
     the Swingline  Lender for such  outstanding  Swingline  Loans.  Each Lender
     hereby  absolutely,  unconditionally  and  irrevocably  agrees to make such
     Revolving Credit A Loans upon one Business Day's notice as set forth above,
     notwithstanding (a) that the amount of such Revolving Credit A Loan may not
     comply with the applicable minimums otherwise required  hereunder,  (b) the
     failure of the Borrower to meet the  conditions set forth in Sections 11 or
     12 hereof,  (c) the  occurrence or  continuance of a Default or an Event of
     Default  hereunder,  (d) the date of such Revolving  Credit A Loan, and (e)
     the amount of, or  termination  of, the Total Revolver A Commitment at such
     time. In the event that it is  impracticable  for such  Revolving  Credit A
     Loan to be  made  for any  reason  on the  date  otherwise  required  above
     (including  as a result  of the  commencement  of a  proceeding  under  the
     federal  Bankruptcy  Code in respect  of the  Borrower),  then each  Lender
     hereby  agrees  that it  shall  forthwith  purchase  (as of the  date  such
     Revolving Credit A Loan would have been made, but adjusted for any payments
     received  from  the  Borrower  on or  after  such  date  and  prior to such
     purchase) from the Swingline Lender, and the Swingline Lender shall sell to
     each Lender,  such  participations  in the Swingline  Loans  (including all
     accrued and unpaid interest  thereon)  outstanding as shall be necessary to
     cause the Lenders to share in such Swingline  Loans pro rata based on their
     respective  Revolver  A  Commitment  Percentages  (without  regard  to  any
     termination  of the  Total  Revolver  A  Commitment  hereunder)  by  making
     available  to the  Swingline  Lender  an  amount  equal  to  such  Lender's
     participation in the Swingline Loans; provided

                                       33
<PAGE>


     that (x) all  interest  payable  on the  Swingline  Loans  shall be for the
     account of the Swingline Lender as a funding and  administrative  fee until
     the date as of which the respective  participation is purchased, and (y) at
     the  time  any  purchase  of  such  participation  is  actually  made,  the
     purchasing Lender shall be required to pay the Swingline Lender interest on
     the principal  amount of the  participation  so purchased for each day from
     and including the date such  Revolving  Credit A Loan would  otherwise have
     been made until the date of payment for such  participation  at the rate of
     interest in effect applicable to Base Rate Loans during such period.



     2.6. Evidence of Loan Obligations.

          2.6.1. The Revolving Credit A Note. The Revolving Credit A Loans shall
     be evidenced by separate  promissory notes of the Borrower in substantially
     the form of Exhibit A-1 hereto (each a "Revolving Credit A Note"), dated as
     of the  Closing  Date (or such  other  date on which a Lender  may become a
     party  hereto in  accordance  with  Section 15 hereof) and  completed  with
     appropriate insertions. One Revolving Credit A Note shall be payable to the
     order of each Lender in a principal amount equal to such Lender's  Revolver
     A Commitment or, if less, the outstanding  amount of all Revolving Credit A
     Loans made by such Lender,  plus  interest  accrued  thereon,  as set forth
     below. The Borrower irrevocably  authorizes each Lender to make or cause to
     be made, at or about the time of the Drawdown Date of any Revolving  Credit
     A Loan or at the  time of  receipt  of any  payment  of  principal  on such
     Lender's Revolving Credit A Note, an appropriate  notation on such Lender's
     Record  relating to such Revolving  Credit A Note  reflecting the making of
     such  Revolving  Credit A Loan or (as the case may be) the  receipt of such
     payment.  The outstanding  amount of the Revolving Credit A Loans set forth
     on such Lender's Record  relating to such Revolving  Credit A Note shall be
     prima facie  evidence of the principal  amount  thereof owing and unpaid to
     such Lender,  but the failure to record, or any error in so recording,  any
     such amount on such Lender's Record shall not limit or otherwise affect the
     obligations of the Borrower  hereunder or under any Revolving Credit A Note
     to make payments of principal of or interest on any Revolving Credit A Note
     when due.

          2.6.2. The Revolving Credit B Note. The Revolving Credit B Loans shall
     be evidenced by separate  promissory notes of the Borrower in substantially
     the form of Exhibit A-2 hereto (each a "Revolving Credit B Note"), dated as
     of the  Closing  Date (or such  other  date on which a Lender  may become a
     party  hereto in  accordance  with  Section 15 hereof) and  completed  with
     appropriate insertions. One Revolving Credit B Note shall be payable to the
     order of each Lender in a principal amount equal to such Lender's  Revolver
     B Commitment or, if less, the outstanding  amount of all Revolving Credit B
     Loans made by such Lender,  plus  interest  accrued  thereon,  as set forth
     below. The Borrower irrevocably  authorizes each Lender to make or cause to
     be made, at or about the time of the Drawdown

                                       34
<PAGE>


     Date of any  Revolving  Credit  B Loan or at the  time  of  receipt  of any
     payment  of  principal  on  such  Lender's  Revolving  Credit  B  Note,  an
     appropriate  notation on such Lender's  Record  relating to such  Revolving
     Credit B Note reflecting the making of such Revolving  Credit B Loan or (as
     the case may be) the receipt of such payment. The outstanding amount of the
     Revolving Credit B Loans set forth on such Lender's Record relating to such
     Revolving  Credit B Note shall be prima  facie  evidence  of the  principal
     amount thereof owing and unpaid to such Lender,  but the failure to record,
     or any error in so recording, any such amount on such Lender's Record shall
     not limit or otherwise affect the obligations of the Borrower  hereunder or
     under any  Revolving  Credit B Note to make  payments  of  principal  of or
     interest on any Revolving Credit B Note when due.

          2.6.3.  Competitive  Bid Notes.  The  Competitive  Bid Loans  shall be
     evidenced by separate promissory notes of the Borrower in substantially the
     form of Exhibit A-3 hereto (the  "Competitive Bid Notes"),  dated as of the
     Closing  Date (or such other  date as a Lender  may  become a party  hereto
     pursuant to Section 15 hereof) with appropriate insertions. One Competitive
     Bid Note shall be payable to the order of each Lender in a principal amount
     equal to the Total Revolver A Commitment and representing the obligation of
     the Borrower to pay to such Lender the aggregate unpaid principal amount of
     all  Competitive Bid Loans made by such Lender  hereunder,  as set forth in
     Section 2.4 hereof,  plus interest  accrued thereon as set forth below. The
     Borrower hereby  irrevocably  authorizes each Lender to make or cause to be
     made,  at or about the time of each  Competitive  Bid Loan to the  Borrower
     made by such Lender and at the time of receipt of any payment of  principal
     on the Competitive Bid Note of such Lender, an appropriate  notation on the
     such Lender's Record  relating to such  Competitive Bid Loan reflecting the
     making of such  Competitive Bid Loan or (as the case may be) the receipt of
     such payment.  The outstanding amount of Competitive Bid Loans made by such
     Lender set forth on such Lender's Record  relating to such  Competitive Bid
     Note,  or on such  other  records,  shall be prima  facie  evidence  of the
     principal  amount thereof owing and unpaid to such Lender,  but the failure
     to record,  or any error in so  recording,  any such amount on such Record,
     shall  not  limit or  otherwise  affect  the  obligations  of the  Borrower
     hereunder or under the  Competitive  Bid Note to make payments of principal
     of or interest on the Competitive Bid Note when due.

          2.6.4.  Evidence of Swingline Loan  Obligations.  The Swingline Lender
     shall maintain in accordance with its usual practice an account or accounts
     evidencing  the  Obligations  of  the  Borrower  to  the  Swingline  Lender
     resulting from each Swingline Loan made by the Swingline Lender,  including
     the amounts of  principal  and interest  payable and paid to the  Swingline
     Lender from time to time hereunder. The outstanding amount of the Swingline
     Loans set  forth on such  accounts  shall be prima  facie  evidence  of the
     principal amount thereof owing and unpaid to the Swingline Lender,  but the
     failure to record,  or any error in so  recording,  any such amount on such
     accounts  shall not limit or  otherwise  affect  the  actual  amount of the
     obligations  of the Borrower  hereunder to make payments of principal of or
     interest on the Swingline Loans when due.

                                       35
<PAGE>


     2.7.  Interest on Revolving  Credit  Loans.  Except as  otherwise  provided
in Section 5.11,

          (a) Each Base Rate Loan shall bear interest for the period  commencing
     with the  Drawdown  Date thereof and ending on the last day of the Interest
     Period with respect thereto at the rate per annum equal to the Base Rate.

          (b) Each Revolving Credit Loan which is a Eurocurrency Rate Loan shall
     bear interest for the period  commencing with the Drawdown Date thereof and
     ending on the last day of the Interest  Period with respect  thereto at the
     rate per annum equal to the Eurocurrency  Rate determined for such Interest
     Period plus the Applicable  Margin with respect to Eurocurrency  Rate Loans
     as in effect from time to time.

          (c) Each Eurocurrency Competitive Bid Loan shall bear interest for the
     period commencing with the Drawdown Date thereof and ending on the last day
     of the Interest  Period with respect thereto at the  Eurocurrency  Rate for
     the Interest Period in effect for such  Borrowing,  plus the Margin offered
     by the Lender making such Competitive Bid Loan and accepted by the Borrower
     pursuant to Section 2.4.

          (d) Each Fixed Rate Loan shall bear interest for the period commencing
     on the  Drawdown  Date  thereof and ending on the last day of the  Interest
     Period  with  respect  thereto at a fixed rate per annum  (computed  on the
     basis of the actual  number of days  elapsed over a year of 360 days) equal
     to the fixed rate of interest offered by the Lender making such Competitive
     Bid Loan and accepted by the Borrower pursuant to Section 2.4 hereof.

          (e) Each Swingline Loan shall bear interest for the period  commencing
     on the  Drawdown  Date  thereof and ending on the last day of the  Interest
     Period  with  respect  thereto  at the rate per annum  equal to the rate of
     interest  offered by the Swingline  Lender making such  Swingline  Loan and
     accepted by the Borrower pursuant to Section 2.5 hereof.

The Borrower promises to pay interest on each Revolving Credit Loan, Competitive
Bid Loan and  Swingline  Loan in  arrears  on each  Interest  Payment  Date with
respect thereto.  Interest on the Revolving Credit Loans calculated by reference
to the Base Rate as well as interest on the Swingline  Loans shall be payable in
Dollars,  interest on the Revolving  Credit Loans calculated by reference to the
Eurocurrency  Rate and which are  denominated  in  Dollars  shall be  payable in
Dollars, and interest on the Revolving Credit A Loans calculated by reference to
the Eurocurrency Rate and which are denominated in an Optional Currency shall be
payable in such Optional Currency so designated.

     2.8.  Requests for Revolving  Credit Loans.  The Borrower shall give to the
Administrative  Agent  written  notice  in the  form of  Exhibit  C  hereto  (or
telephonic  notice  confirmed  in a writing  in the form of Exhibit C hereto) of
each Revolving  Credit Loan requested  hereunder (a "Loan Request") no less than
(a) one (1) Business Day prior to the  proposed  Drawdown  Date of any Base Rate
Loan and (b) three (3) Business Days prior

                                       36
<PAGE>


to the proposed Drawdown Date of any Eurocurrency  Rate Loan;  provided that any
notice  requesting a Revolving Credit A Loan to be made in an Optional  Currency
must comply with the  requirements  of this Section 2.8 and the  requirements of
the Optional  Currency  Notice  pursuant to Section 2.11. Each such notice shall
specify (i) the principal  amount of the Revolving  Credit Loan requested stated
in Dollars,  or, for a Revolving  Credit A Loan and subject to Section 2.11, the
relevant  Optional  Currency,  (ii) the proposed Drawdown Date of such Revolving
Credit Loan,  (iii) the Interest Period for such Revolving Credit Loan; (iv) the
Type of such  Revolving  Credit  Loan;  and (v) whether  such a request is for a
Revolving  Credit A Loan or a Revolving Credit B Loan (with the parties agreeing
that any  failure  to so  designate  shall be deemed a request  for a  Revolving
Credit A Loan).  Promptly  upon receipt of any such notice,  the  Administrative
Agent shall  notify  each of the Lenders  thereof.  Each Loan  Request  shall be
irrevocable  and binding on the  Borrower  and shall  obligate  the  Borrower to
accept the  Revolving  Credit Loan  requested  from the Lenders on the  proposed
Drawdown  Date.  Each Loan  Request  shall be in a minimum  aggregate  amount of
$1,000,000 or an integral multiple thereof.

     2.9. Conversion Options.

          2.9.1.  Conversion  to Different  Type of Revolving  Credit Loan.  The
     Borrower may elect from time to time to convert any  outstanding  Revolving
     Credit Loan  denominated  in Dollars to a Revolving  Credit Loan of another
     Type  denominated  in Dollars,  provided  that (a) with respect to any such
     conversion of a  Eurocurrency  Rate Loan to a Base Rate Loan,  the Borrower
     shall give the  Administrative  Agent at least one (1) Business Day's prior
     written notice of such election; (b) with respect to any such conversion of
     a Base Rate Loan to a  Eurocurrency  Rate Loan, the Borrower shall give the
     Administrative Agent at least three (3) Business Days' prior written notice
     of such election; (c) with respect to any such conversion of a Eurocurrency
     Rate Loan into a Base Rate Loan, such conversion  shall only be made on the
     last day of the Interest  Period with respect  thereto and (d) no Revolving
     Credit Loan may be converted into a Eurocurrency Rate Loan when any Default
     or Event of Default has  occurred and is  continuing.  On the date on which
     such  conversion  is being made each  Lender  shall take such  action as is
     necessary to transfer its  Revolver A Commitment  Percentage  or Revolver B
     Commitment  Percentage,  as the case may be, of such Revolving Credit Loans
     to its Domestic Lending Office or its Eurocurrency  Lending Office,  as the
     case  may  be.  All or any  part  of  outstanding  Revolving  Credit  Loans
     denominated in Dollars of any Type may be converted into a Revolving Credit
     Loan  denominated in Dollars of another Type as provided  herein,  provided
     that any partial  conversion  shall be in an aggregate  principal amount of
     $1,000,000 or a whole multiple thereof. Each Conversion Request relating to
     the conversion of a Revolving Credit Loan to a Eurocurrency Rate Loan shall
     be irrevocable by the Borrower.

          2.9.2.  Continuation  of Type of Revolving  Credit Loan. Any Revolving
     Credit Loan of any Type may be continued as a Revolving  Credit Loan of the
     same Type upon the expiration of an Interest Period with respect thereto by

                                       37
<PAGE>


     compliance by the Borrower with the notice provisions  contained in Section
     2.9.1;  provided that (a) as to any  Eurocurrency  Rate Loan denominated in
     Dollars,  no such  Eurocurrency Rate Loan may be continued as such when any
     Default or Event of Default has  occurred and is  continuing,  but shall be
     automatically  converted  to a Base  Rate Loan on the last day of the first
     Interest  Period  relating  thereto  ending during the  continuance  of any
     Default or Event of Default of which officers of the  Administrative  Agent
     active upon the Borrower's account have actual knowledge; and (b) as to any
     Eurocurrency  Rate  Loan  denominated  in an  Optional  Currency,  no  such
     Eurocurrency  Rate Loan may be  continued as such when any Default or Event
     of Default has occurred and is continuing or the provisions of Section 2.11
     hereof  have not or  cannot  be met at the time of such  continuation,  but
     shall be  repaid by the  Borrower  on the last day of the  Interest  Period
     relating thereto.  In the event that the Borrower fails to provide any such
     notice with respect to the  continuation of any  Eurocurrency  Rate Loan as
     such,  then (a) as to  Eurocurrency  Rate Loans  denominated in an Optional
     Currency,  such Eurocurrency Rate Loans shall be automatically continued as
     such on the last day of the first Interest  Period  relating  thereto for a
     one (1)  month  Interest  Period,  and (b) as to  Eurocurrency  Rate  Loans
     denominated in Dollars,  such Eurocurrency Rate Loan shall be automatically
     converted to a Base Rate Loan on the last day of the first Interest  Period
     relating  thereto.  The  Administrative  Agent  shall  notify  the  Lenders
     promptly when any such automatic  conversion  contemplated  by this Section
     2.9 is scheduled to occur.

          2.9.3. Eurocurrency Rate Loans. Any conversion to or from Eurocurrency
     Rate Loans shall be in such amounts and be made pursuant to such  elections
     so that, after giving effect thereto, the aggregate principal amount of all
     Eurocurrency  Rate Loans having the same Interest  Period shall not be less
     than $1,000,000 or a whole multiple of $1,000,000 in excess thereof (or, in
     the case of Eurocurrency  Rate Loans  denominated in an Optional  Currency,
     the whole number which is nearest to the Dollar  Equivalent of $1,000,000).
     No more than twelve (12) Eurocurrency Rate Loans having different  Interest
     Periods may be outstanding at any time.

     2.10. Funds for Revolving Credit Loan.

          2.10.1. Funding Procedures. Not later than 11:00 a.m. (Boston time) on
     the proposed  Drawdown  Date of any  Revolving  Credit  Loans,  each of the
     Lenders  will  make  available  to  the   Administrative   Agent,   at  the
     Administrative  Agent's  Office,  in Same Day  Funds,  the  amount  of such
     Lender's  Revolver  A  Commitment   Percentage  or  Revolver  B  Commitment
     Percentage,  as the case may be, of the amount of the  requested  Revolving
     Credit  Loans.  Upon  receipt  from each  Lender of such  amount,  and upon
     receipt  of  the  documents   required  by  Sections  11  and  12  and  the
     satisfaction  of the other  conditions  set forth  therein,  to the  extent
     applicable,  the  Administrative  Agent will make available to the Borrower
     the aggregate  amount of such Revolving  Credit Loans made available to the
     Administrative  Agent by the Lenders.  The failure or refusal of any Lender
     to make  available to the  Administrative  Agent at the aforesaid  time and
     place on

                                       38
<PAGE>


     any Drawdown  Date the amount of its Revolver A  Commitment  Percentage  or
     Revolver  B  Commitment  Percentage,  as the case may be, of the  requested
     Revolving  Credit Loans shall not relieve any other Lender from its several
     obligation  hereunder  to make  available to the  Administrative  Agent the
     amount of such other Lender's Revolver A Commitment  Percentage or Revolver
     B Commitment  Percentage,  as the case may be, of any  requested  Revolving
     Credit Loans.

          2.10.2.  Advances by Administrative  Agent. The  Administrative  Agent
     may,  unless  notified to the  contrary  by any Lender  prior to a Drawdown
     Date,  assume that such  Lender has made  available  to the  Administrative
     Agent  on such  Drawdown  Date  the  amount  of such  Lender's  Revolver  A
     Commitment Percentage or Revolver B Commitment Percentage,  as the case may
     be, of the Revolving Credit Loans to be made on such Drawdown Date, and the
     Administrative  Agent may (but it shall not be  required  to),  in reliance
     upon such  assumption,  make  available  to the  Borrower  a  corresponding
     amount.  If any Lender  makes  available to the  Administrative  Agent such
     amount on a date after such  Drawdown  Date,  such Lender  shall pay to the
     Administrative  Agent on demand an amount  equal to the  product of (a) the
     average  computed  for the period  referred to in clause (c) below,  of the
     Overnight  Rate for each day included in such period,  times (b) the amount
     of such Lender's Revolver A Commitment  Percentage or Revolver B Commitment
     Percentage, as the case may be, of such Revolving Credit Loans, times (c) a
     fraction, the numerator of which is the number of days that elapse from and
     including  such  Drawdown  Date to the date on  which  the  amount  of such
     Lender's  Revolver  A  Commitment   Percentage  or  Revolver  B  Commitment
     Percentage, as the case may be, of such Revolving Credit Loans shall become
     immediately  available to the Administrative  Agent, and the denominator of
     which is 360. A statement  of the  Administrative  Agent  submitted to such
     Lender with  respect to any amounts  owing  under this  paragraph  shall be
     prima  facie  evidence  of the amount  due and owing to the  Administrative
     Agent by such Lender.  If the amount of such Lender's Revolver A Commitment
     Percentage or Revolver B Commitment Percentage, as the case may be, of such
     Revolving Credit Loans is not made available to the Administrative Agent by
     such Lender within three (3) Business Days  following  such Drawdown  Date,
     the Administrative  Agent shall be entitled to recover such amount from the
     Borrower on demand,  with interest thereon at the rate per annum applicable
     to the Revolving  Credit Loans made on such Drawdown  Date. If any interest
     is paid by the Borrower as  described  above for any period with respect to
     any amount  funded by the  Administrative  Agent  pursuant to this  Section
     2.10.2,  the Borrower  shall not be required to pay interest on such amount
     pursuant to Section 2.7 to any other Lender in respect of such period.

     2.11. Optional Currency.

          2.11.1.  Request for Optional  Currencies.  Subject to the limitations
     set  forth in  Section  2.1,  the  Borrower  may,  upon at least  three (3)
     Business Days' notice to the  Administrative  Agent (an "Optional  Currency
     Notice"), request that one or

                                       39
<PAGE>


     more  Revolving  Credit A Loans be made as  Eurocurrency  Rate  Loans in an
     Optional  Currency,  provided that any Revolving Credit Loan proposed to be
     made  under  this  Section  2.11.1  shall be in an amount not less than the
     applicable  Optional  Currency's  equivalent  of  $1,000,000 or an integral
     multiple  of  $1,000,000  in excess  thereof  and  provided,  further,  the
     aggregate  amount of outstanding  Revolving  Credit A Loans  denominated in
     Optional  Currencies shall not exceed the Dollar Equivalent of $250,000,000
     at any time (except to the extent the aggregate  amount of such outstanding
     Revolving  Credit A Loans  denominated in an Optional  Currency exceeds the
     Dollar Equivalent of $250,000,000  after such Revolving Credit A Loans were
     made as a result of fluctuations in respective  conversion  rates, in which
     case the aggregate amount of such Revolving  Credit A Loans  denominated in
     Optional  Currencies shall not exceed the Dollar Equivalent of $250,000,000
     by more than five percent (5%)). Each Optional Currency Notice requesting a
     Revolving  Credit A Loan in an  Optional  Currency  shall be by  telephone,
     telex,  telecopy  or cable  (in  each  case  confirmed  in  writing  by the
     Borrower),  specifying  (a) the  Dollar  Equivalent  of the  amount  of the
     Revolving Credit A Loan to be made, (b) the Optional Currency in which such
     Revolving  Credit  A Loan  is to be  made;  (c) the  requested  date of the
     proposed  Borrowing,  (d) the  initial  Interest  Period for the  Revolving
     Credit  A Loan to be  borrowed,  and (e) the  Borrower's  account  to which
     payment of the proceeds of such  Revolving  Credit A Loan is to be made. If
     any Lender,  on or prior to the second Business Day preceding the first day
     of any  Interest  Period  for which an  Optional  Currency  Notice has been
     delivered  requesting a Revolving Credit A Loan in an Optional  Currency or
     on any funding date,  determines (which  determination shall be conclusive)
     that the Optional Currency is not an Eligible Optional Currency,  then such
     Lender shall so notify the  Administrative  Agent, which notification shall
     be given immediately by the Administrative Agent to the Borrower,  and such
     Lender's   portion  of  the  requested   Revolving  Credit  A  Loan  shall,
     notwithstanding  any  contrary  election  by  the  Borrower  or  any  other
     provisions hereof, be denominated in Dollars as a Base Rate Loan unless the
     Borrower,  two (2) Business Days prior to the  commencement of the Interest
     Period  and  pursuant  to the terms of Section  2.9.1,  elects to have such
     Revolving Credit A Loan denominated in Dollars as a Eurocurrency Rate Loan.
     In the event that the Borrower repays such portion of a Revolving  Credit A
     Loan  denominated  in  Dollars as a Base Rate Loan or a  Eurocurrency  Rate
     Loan, as the case may be, in accordance  with Section 3 and such  repayment
     results in Revolving  Credit A Loans  outstanding  that are not pro rata in
     accordance with the Revolver A Commitment Percentages,  then all subsequent
     principal  repayments  denominated  in  the  Optional  Currency  which  the
     applicable  Lender did not  advance  shall be made by the  Borrower  to the
     Administrative  Agent for the respective accounts of the Lenders other than
     such Lender on a pro rata basis until such times as the Revolving  Credit A
     Loans are outstanding on a pro rata basis.  Subject to the foregoing and to
     the  satisfaction  of the terms and  conditions of Sections 11 and 12, each
     Revolving  Credit A Loan requested to be made in an Optional  Currency will
     be made on the date specified therefor in the Optional Currency Notice and,
     upon being so made, will have the Interest Period requested in the Optional
     Currency Notice.

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<PAGE>


          2.11.2.  Denominations.  In the event  that any  portion  of the funds
     available  under the terms of this Credit  Agreement is  denominated  in an
     Optional Currency, the Dollar Equivalent of such portion of the funds shall
     be calculated pursuant to the definition of "Dollar Equivalent". The amount
     so  determined  shall then be added to the amount  already  outstanding  in
     Dollars for the purpose of determining the remaining  availability of funds
     under  Sections 2.1 and 2.11.1 and any required  repayments  under  Section
     2.11.3.

          2.11.3. Repayment. If at any time prior to the Revolving Credit Loan A
     Maturity  Date,  the Dollar  Equivalent of the aggregate  principal  amount
     outstanding  of  all  Revolving   Credit  Loans   denominated  in  Optional
     Currencies shall exceed  $250,000,000 at any time by more than five percent
     (5%) as a result  of  fluctuations  in  respective  conversion  rates,  the
     Borrower shall pay or cause to be paid immediately, upon demand made by the
     Administrative  Agent,  such amounts as are  sufficient  to eliminate  such
     excess and to reduce the aggregate  principal  amount  outstanding  of such
     Revolving Credit A Loans  denominated in Optional  Currencies to the Dollar
     Equivalent of $250,000,000.  Nothing set forth in this Section 2.11.3 shall
     be  construed  to  require  the  Administrative  Agent to  calculate  daily
     compliance under this Section 2.11.3 unless expressly requested to do so by
     a Lender.

          2.11.4.  Funding.  Each  Lender  may make any  Eurocurrency  Rate Loan
     denominated  in an  Optional  Currency  by causing  any of its  domestic or
     foreign branches or foreign  affiliates to make such Eurocurrency Rate Loan
     (whether or not such branch or  affiliate  is named as a lending  office on
     the signature pages hereof);  provided that in such event the obligation of
     the Borrower to repay such Eurocurrency Rate Loan shall  nevertheless be to
     such Lender and shall, for all purposes of this Credit Agreement (including
     without limitation for purposes of the definition of "Required Lenders") be
     deemed made by such Lender,  to the extent of such  Eurocurrency Rate Loan,
     for the account of such branch or affiliate.

     2.12.  Extension  of  Revolving  Credit  Loan B  Maturity  Date.  The Total
Revolver B Commitment  shall  terminate and all  Revolving  Credit B Loans shall
become  finally due and payable on the  Revolving  Credit Loan B Maturity  Date,
provided,  however,  that such Total Revolver B Commitment and Revolving  Credit
Loan B Maturity Date may be extended for one successive  period of not more than
364 days, as provided in this Section 2.12 and at each Lender's sole discretion,
upon the written  request of the Borrower.  A written  request,  if any, for the
extension of the then  current  Revolving  Credit Loan B Maturity  Date shall be
given by the Borrower to the Administrative  Agent and the Lenders not more than
forty five (45) days prior to the Extension Date and not less than ten (10) days
prior to the Extension Date. Except as expressly  provided in this Section 2.12,
no extension of the then current  Revolving Credit Loan B Maturity Date pursuant
to this  Section 2.12 shall be  effective  unless all of the Lenders  shall have
approved such extension by written notice to the  Administrative  Agent.  If, on
the  Extension  Date,  all of the Lenders  consent to such  extension by written
notice to the  Administrative  Agent (which notice shall not be effective  until
the Extension Date), the Revolving Credit Loan B Maturity

                                       41
<PAGE>


Date  automatically  shall be extended to that date which is 364 days later than
the then  current  Revolving  Credit  Loan B  Maturity  Date.  If any  Lender (a
"Declining  Lender") shall have objected to such requested  extension by written
notice to the Administrative  Agent (which notice shall not be effective until a
date which is not more than thirty (30) days prior to the then current Revolving
Credit Loan Maturity Date) or shall not have delivered the written notice to the
Administrative Agent consenting to such requested  extension,  then the Borrower
may on or prior to ten (10) days  prior to such  Extension  Date,  replace  such
Lender in  accordance  with the  provisions  of Section  2.13  hereof with a New
Lender (as defined in Section 2.13) which consents to the requested extension of
the  Revolving  Credit Loan B Maturity  Date, in which case the New Lender shall
become a Lender party hereto  effective no later than such  Extension  Date, and
the Total  Revolver B Commitment  and the Revolving  Credit Loan B Maturity Date
automatically  shall be  extended  to that date which is 364 days later than the
then  current  Revolving  Credit  Loan B  Maturity  Date.  In the event that the
Borrower  is unable to obtain  such a New  Lender,  no later  than ten (10) days
prior to the Extension Date the Borrower may deliver to the Administrative Agent
a  written   request   that  each  Lender  other  than  the   Declining   Lender
(collectively,  the "Remaining Lenders") agree to such requested  extension,  to
the reduction of the Total  Revolver B Commitment to reflect the  elimination of
the Declining  Lender's  Revolver B Commitment and to the  recalculation  of the
Remaining Lenders' Revolver B Commitment Percentages to reflect such elimination
of the  Declining  Lender.  Upon receipt of such a request,  the  Administrative
Agent shall promptly  deliver to the Remaining  Lenders a written notice stating
the proposed  reduced Total Revolver B Commitment  and each  Remaining  Lender's
proposed  recalculated  Revolver  B  Commitment  Percentage.  No later  than the
Extension Date, each Remaining  Lender shall give written notice to the Borrower
and the Administrative  Agent accepting or rejecting such proposed reduced Total
Revolver B Commitment and recalculated Revolver B Commitment Percentages. In the
event  that all of the  Remaining  Lenders  so  consent,  the Total  Revolver  B
Commitment and the Revolving Credit Loan B Maturity Date automatically shall, on
the  Extension  Date (and not prior to such date) be extended to that date which
is 364 days later than the then current  Revolving  Credit Loan B Maturity Date,
the Total Revolver B Commitment shall be reduced by the amount of each Declining
Lender's Revolver B Commitment,  all amounts payable hereunder to each Declining
Lender shall be paid in full, the Revolver B Commitment of each Declining Lender
shall  be  eliminated  and  each  Remaining   Lender's  Revolving  B  Commitment
Percentage  shall be recalculated as provided in this Section 2.13, in each case
effective as of such  Extension  Date.  In the event that the Borrower  fails to
obtain a New Lender or any Remaining Lender fails to so consent, no extension of
the Total Revolver B Commitment  and no extension of the then current  Revolving
Credit  Loan B  Maturity  Date,  and no  adjustments  to the  Total  Revolver  B
Commitment or Revolver B Commitment Percentages, shall occur.

     2.13.  Replacement  of Lenders.  To the extent there  exists any  Declining
Lender  pursuant to Section  2.12  hereof,  the  Borrower  may request  that the
Remaining Lenders acquire all, but not less than all, of the Declining  Lender's
Revolver B Commitment or may designate a replacement  bank or banks,  which must
be an Eligible  Assignee  and which also must be  reasonably  acceptable  to the
Administrative  Agent,  to  acquire  and  assume  all  or  any  portion  of  the
outstanding Revolving Credit B Loans and Revolver B

                                       42
<PAGE>


Commitment  of the  Declining  Lender  (the "New  Lender").  If the  Borrower so
requests  the  Remaining  Lenders to acquire  all or a portion of the  Declining
Lender's  Revolver B Commitment,  the Remaining  Lenders may elect in their sole
discretion to acquire all or any portion of the Declining  Lender's  outstanding
Revolving  Credit B Loans  and to assume  all or any  portion  of the  Declining
Lender's  Revolver B  Commitment.  In  addition,  the New Lender may acquire and
assume that portion of the outstanding  Revolving  Credit B Loans and Revolver B
Commitments  of the Declining  Lender not  otherwise  acquired or assumed by the
Remaining Lenders (provided,  the Borrower shall have no obligation to offer any
portion of the outstanding  Revolving  Credit B Loans and Revolver B Commitments
of the Declining Lender to the Remaining  Lenders prior to making any offer to a
New  Lender).   The   provisions  of  Section  15  hereof  shall  apply  to  all
reallocations  pursuant to this Section 2.13,  and the Declining  Lender and any
Remaining Lenders and/or New Lenders which are to acquire the Revolving Credit B
Loans and  Revolver B  Commitment  of the  Declining  Lender  shall  execute and
deliver to the  Administrative  Agent,  in  accordance  with the  provisions  of
Section 15 hereof,  such  Assignments  and  Acceptances  and other  instruments,
including,  without  limitation,  the Revolving  Credit B Notes, as are required
pursuant  to  Section  15 hereof to give  effect to such  reallocations.  On the
effective date of the applicable  Assignment and Acceptance,  the Borrower shall
pay to the Declining Lender all interest accrued on its Revolving Credit B Loans
up to but  excluding  such date,  along with any fees payable to such  Declining
Lender hereunder up to but excluding such date.

                   3. REPAYMENT OF THE REVOLVING CREDIT LOANS.

     3.1. Maturity.

          3.1.1.  Revolving Credit A Loans. The Borrower  promises to pay on the
     Revolving  Credit Loan A Maturity Date,  and there shall become  absolutely
     due and payable on the Revolving  Credit Loan A Maturity  Date,  all of the
     Revolving  Credit A Loans  outstanding on such date,  together with any and
     all accrued and unpaid interest thereon.

          3.1.2.  Revolving Credit B Loans. The Borrower  promises to pay on the
     Revolving  Credit Loan B Maturity Date,  and there shall become  absolutely
     due and payable on the Revolving  Credit Loan B Maturity  Date,  all of the
     Revolving  Credit B Loans  outstanding on such date,  together with any and
     all accrued and unpaid interest thereon.

          3.1.3.   Swingline  Loans.  The  Borrower   promises  to  pay  to  the
     Administrative  Agent for the  account  of each  Swingline  Lender and each
     other  Lender  which has made a Swingline  Loan the  outstanding  principal
     amount of each  Swingline  Loan made to the  Borrower on the earlier of the
     maturity date specified in Section 2.5.3 hereof (which maturity shall be no
     later than the earlier to occur of the dates specified in subparagraphs (a)
     - (c) of Section 2.5.3) and the Revolving Credit Loan A Maturity Date.

                                       43
<PAGE>


          3.1.4.  Competitive  Bid  Loans.  The  Borrower  promises  to pay  the
     outstanding balance of each Competitive Bid Loan (together with any and all
     accrued and unpaid interest thereon) on the last day of the Interest Period
     applicable to such  Competitive Bid Loan and on the Revolving Credit Loan A
     Maturity Date.

     3.2. Mandatory Repayments of Revolving Credit Loans.

          3.2.1.  Revolving  Credit A Loans. If at any time the Total Facility A
     Usage  exceeds  the Total  Revolver A  Commitment  at such  time,  then the
     Borrower  shall   immediately   pay  the  amount  of  such  excess  to  the
     Administrative  Agent  for  the  respective  accounts  of the  Lenders  for
     application:   first,  to  any  Swingline  Loans;  second,  to  any  Unpaid
     Reimbursement Obligations;  third, to the Revolving Credit A Loans; fourth,
     to the Competitive Bid Loans;  and fifth, to provide to the  Administrative
     Agent cash  collateral for  Reimbursement  Obligations as  contemplated  by
     Section   4.2(b)  and  (c).  Each  payment  of  any  Unpaid   Reimbursement
     Obligations  or prepayment  of Revolving  Credit A Loans shall be allocated
     among  the  Lenders,  in  proportion,  as nearly  as  practicable,  to each
     Reimbursement  Obligation  or (as the  case may be) the  respective  unpaid
     principal amount of each Lender's Revolving Credit A Note, with adjustments
     to the extent  practicable to equalize any prior payments or repayments not
     exactly in proportion. Each payment of Competitive Bid Loans shall be made,
     in proportion, as nearly as practicable,  to the unpaid principal amount of
     each Lender's Competitive Bid Note.

          3.2.2.  Revolving  Credit  B  Loans.  If at any  time  the  sum of the
     outstanding  amount  of the  Revolving  Credit B Loans  exceeds  the  Total
     Revolver B Commitment at such time, then the Borrower shall immediately pay
     the amount of such excess to the  Administrative  Agent for the  respective
     accounts of the Lenders for  application  to the Revolving  Credit B Loans.
     Each  prepayment of Revolving  Credit B Loans shall be allocated  among the
     Lenders, in proportion, as nearly as practicable,  to the respective unpaid
     principal amount of each Lender's Revolving Credit B Note, with adjustments
     to the extent  practicable to equalize any prior payments or repayments not
     exactly in proportion.

     3.3. Optional Repayments of Revolving Credit Loans and Swingline Loans. The
Borrower shall have the right, at its election,  to repay the outstanding amount
of the Revolving Credit Loans and the Swingline Loans, as a whole or in part, at
any  time  without  penalty  or  premium,  provided  that  any  full or  partial
prepayment of the outstanding  amount of any Eurocurrency Rate Loans pursuant to
this  Section  3.3  may be made  only on the  last  day of the  Interest  Period
relating  thereto.  The Borrower shall give the  Administrative  Agent, no later
than 11:00 a.m.,  Boston  time,  at least one (1)  Business  Days prior  written
notice of any proposed  prepayment  pursuant to this Section 3.3, specifying the
proposed date of prepayment of Revolving  Credit Loans and Swingline  Loans,  as
the case may be,  and the  principal  amount to be  prepaid.  Each such  partial
prepayment of (a) the Revolving Credit Loans shall be in an integral multiple of

                                       44
<PAGE>

$1,000,000  (or the Dollar  Equivalent  in the case of Revolving  Credit A Loans
denominated  in an Optional  Currency) and (b) the Swingline Loan shall be in an
integral multiple of $100,000,  in each case shall be accompanied by the payment
of accrued  interest on the principal  prepaid to the date of prepayment and, in
the case of a  Revolving  Credit  Loan,  shall be  applied,  in the  absence  of
instruction by the Borrower,  first to the principal of Base Rate Loans and then
to the principal of Eurocurrency  Rate Loans.  Each partial  prepayment shall be
allocated among the Lenders,  in proportion,  as nearly as  practicable,  to the
respective unpaid principal amount of each Lender's  Revolving Credit Note, with
adjustments  to the extent  practicable  to equalize  any prior  repayments  not
exactly in proportion.


                              4. LETTERS OF CREDIT.

     4.1. Letter of Credit Commitments.

          4.1.1. Commitment to Issue Letters of Credit. Subject to the terms and
     conditions  hereof and the  execution  and  delivery  by the  Borrower of a
     letter of credit  application  on the Issuing  Lender's  customary  form (a
     "Letter  of  Credit  Application"),  the  Issuing  Lender  on behalf of the
     Lenders  and in  reliance  upon the  agreement  of the Lenders set forth in
     Section 4.1.4 and upon the  representations  and warranties of the Borrower
     contained herein,  agrees, in its individual capacity, to issue, extend and
     renew for the account of the Borrower  one or more  standby or  documentary
     letters of credit  (individually,  a "Letter of  Credit"),  denominated  in
     Dollars or an Optional  Currency in such form as may be requested from time
     to time by the  Borrower  and agreed to by the  Issuing  Lender;  provided,
     however,  that,  after  giving  effect  to such  request,  (a)  the  Dollar
     Equivalent of the LC Exposure shall not exceed  $50,000,000 at any one time
     and (b) the  Dollar  Equivalent  of the sum of the Total  Facility  A Usage
     shall not exceed the Total  Revolver A Commitment at such time. The parties
     hereto  hereby  acknowledge  and agree  that the  certain  letter of credit
     issued by JPMorgan  Chase Bank with a maximum  drawing amount of $5,950,020
     (the "Prior Letter of Credit") shall, on the Closing Date,  become a Letter
     of Credit  hereunder  and shall be  subject  to the  conditions  hereunder,
     provided  that the parties  hereto  hereby agree that such Letter of Credit
     shall not be renewed or continued by JP Morgan Chase Bank on the expiration
     date  thereof  without the prior  written  consent of the  Borrower and the
     Administrative Agent.

          4.1.2.   Letter  of  Credit   Applications.   Each  Letter  of  Credit
     Application  shall be completed to the  satisfaction of the Issuing Lender.
     In the event that any provision of any Letter of Credit  Application  shall
     be  inconsistent  with any  provision  of this Credit  Agreement,  then the
     provisions  of this  Credit  Agreement  shall,  to the  extent  of any such
     inconsistency, govern.

          4.1.3.  Terms of  Letters  of Credit.  Each  Letter of Credit  issued,
     extended or renewed  hereunder shall,  among other things,  (a) provide for
     the  payment  of sight  drafts  for  honor  thereunder  when  presented  in
     accordance with the terms

                                       45
<PAGE>


     thereof and when accompanied by the documents  described  therein,  and (b)
     have an expiry date no later than the date which is fifteen  (15) days (or,
     if the Letter of Credit is confirmed  by a confirmer or otherwise  provides
     for one or more nominated persons, thirty (30) days) prior to the Revolving
     Credit Loan A Maturity Date.  Each Letter of Credit so issued,  extended or
     renewed  shall  be  subject  to  the  Uniform   Customs  and  Practice  for
     Documentary  Credits  (1993  Revision),  International  Chamber of Commerce
     Publication No. 500 or any successor version thereto adopted by the Issuing
     Lender in the ordinary  course of its business as a letter of credit issuer
     and in  effect  at the time of  issuance  of such  Letter  of  Credit  (the
     "Uniform  Customs") or, in the case of a standby  Letter of Credit,  either
     the  Uniform  Customs  or  the  International  Standby  Practices  (ISP98),
     International  Chamber of Commerce  Publication  No. 590, or any  successor
     code of  standby  letter of credit  practices  among  banks  adopted by the
     Issuing  Lender in the ordinary  course of its business as a standby letter
     of credit  issuer and in effect at the time of  issuance  of such Letter of
     Credit.

          4.1.4.  Reimbursement  Obligations of Lenders.  Each Lender  severally
     agrees that it shall be absolutely liable, without regard to the occurrence
     of any  Default  or Event  of  Default  or any  other  condition  precedent
     whatsoever,   to  the  extent  of  such  Lender's   Revolver  A  Commitment
     Percentage,  to  reimburse  the Issuing  Lender on demand for the amount of
     each draft paid by the  Issuing  Lender  under each Letter of Credit to the
     extent  that such  amount is not  reimbursed  by the  Borrower  pursuant to
     Section 4.2 (such agreement for a Lender being called herein the "Letter of
     Credit Participation" of such Lender).

          4.1.5.  Participations of Lenders.  Each such payment made by a Lender
     shall be treated as the purchase by such Lender of a participating interest
     in the Borrower's  Reimbursement  Obligation under Section 4.2 in an amount
     equal to such  payment.  Each  Lender  shall share in  accordance  with its
     participating  interest in any interest  which accrues  pursuant to Section
     4.2.

     4.2.  Reimbursement  Obligation  of the  Borrower.  In order to induce  the
Issuing Lender to issue,  extend and renew each Letter of Credit and the Lenders
to participate  therein,  the Borrower  hereby agrees to reimburse or pay to the
Administrative  Agent, for the account of the Issuing Lender or (as the case may
be) the  Lenders,  with  respect to each  Letter of Credit  issued,  extended or
renewed by the Issuing Lender hereunder,

          (a) except as otherwise  expressly provided in Section 4.2(b) and (c),
     on each  date  that any  draft  presented  under  such  Letter of Credit is
     honored by the Issuing  Lender,  or the Issuing  Lender  otherwise  makes a
     payment with  respect  thereto,  (i) the amount paid by the Issuing  Lender
     under or with  respect  to such  Letter of Credit  denominated  in the same
     currency in which such draft or such payment was denominated,  and (ii) the
     amount of any taxes, fees,  charges or other costs and expenses  whatsoever
     incurred by the Issuing Lender, the  Administrative  Agent or any Lender in
     connection with any payment made by the Issuing Lender or any Lender under,
     or with respect to, such Letter of Credit, denominated in the same currency
     in which such costs and expenses were denominated,

                                       46
<PAGE>


          (b) upon the reduction (but not  termination)  of the Total Revolver A
     Commitment  to an amount  less than the Dollar  Equivalent  of the  Maximum
     Drawing  Amount,   the  Dollar  Equivalent  of  an  amount  equal  to  such
     difference,  which amount shall be held by the Administrative Agent for the
     benefit of the Lenders and the Issuing  Lender as cash  collateral  for all
     Reimbursement Obligations, and

          (c) upon the  termination of the Total  Revolver A Commitment,  or the
     acceleration of the  Reimbursement  Obligations with respect to all Letters
     of Credit in  accordance  with  Section  13.1,  an amount equal to the then
     Maximum Drawing Amount on all Letters of Credit, which amount shall be held
     by  the  Administrative   Agent  for  the  benefit  of  the  Lenders,   the
     Administrative  Agent and the  Issuing  Lender as cash  collateral  for all
     Reimbursement Obligations.

Each  such  payment   shall  be  made  to  the   Administrative   Agent  at  the
Administrative Agent's Office in Same Day Funds. Interest on any and all amounts
remaining  unpaid by the  Borrower  under this  Section 4.2 at any time from the
date such amounts become due and payable (whether as stated in this Section 4.2,
by  acceleration  or otherwise)  until payment in full (whether  before or after
judgment)  shall be  payable to the  Administrative  Agent on demand at the Base
Rate.

     4.3.  Letter of Credit  Payments.  If any draft shall be presented or other
demand for payment shall be made under any Letter of Credit,  the Issuing Lender
shall notify the  Administrative  Agent and the Borrower of the date, amount and
currency of the draft  presented  or demand for payment and of the date and time
when it  expects to pay such draft or honor  such  demand  for  payment.  If the
Borrower  fails to reimburse the Issuing Lender as provided in Section 4.2 on or
before the date that such draft is paid or other  payment is made by the Issuing
Lender,  the Issuing Lender may at any time thereafter notify the Administrative
Agent and the other  Lenders  of the  amount  and  currency  of any such  Unpaid
Reimbursement  Obligation. No later than 3:00 p.m. (Boston time) on the Business
Day next following the receipt of such notice,  each Lender shall make available
to the  Administrative  Agent,  for the  benefit of the Issuing  Lender,  at the
Administrative  Agent's  Office,  in Same Day Funds,  such  Lender's  Revolver A
Commitment Percentage of such Unpaid Reimbursement Obligation,  together with an
amount equal to the product of (a) the average, computed for the period referred
to in clause (c) below,  of the  Overnight  Rate for each day  included  in such
period,  times (b) the  amount  equal to such  Lender's  Revolver  A  Commitment
Percentage of such Unpaid Reimbursement  Obligation,  times (c) a fraction,  the
numerator of which is the number of days that elapse from and including the date
the Issuing Lender paid the draft  presented for honor or otherwise made payment
to the date on which such  Lender's  Revolver A  Commitment  Percentage  of such
Unpaid  Reimbursement  Obligation  shall  become  immediately  available  to the
Issuing Lender,  and the denominator of which is 360. The  responsibility of the
Issuing  Lender to the Borrower and the Lenders shall be only to determine  that
the documents  (including  each draft)  delivered under each Letter of Credit in
connection with such presentment shall be in conformity in all material respects
with such Letter of Credit.

                                       47
<PAGE>


     4.4. Obligations Absolute.  The Borrower's obligations under this Section 4
shall  be  absolute  and  unconditional  under  any  and all  circumstances  and
irrespective  of the  occurrence  of any  Default  or  Event of  Default  or any
condition precedent whatsoever or any setoff, counterclaim or defense to payment
which  the  Borrower  may have or have  had  against  the  Issuing  Lender,  the
Administrative  Agent, any Lender or any beneficiary of a Letter of Credit.  The
Borrower further agrees with the Issuing Lender,  the  Administrative  Agent and
the Lenders that the Issuing Lender,  the  Administrative  Agent and the Lenders
shall not be responsible for, and the Borrower's Reimbursement Obligations under
Section  4.2 shall not be  affected  by,  among other  things,  the  validity or
genuineness of documents or of any endorsements  thereon, even if such documents
should in fact prove to be in any or all respects invalid, fraudulent or forged,
or any dispute  between or among the Borrower,  the beneficiary of any Letter of
Credit or any financing institution or other party to which any Letter of Credit
may be transferred or any claims or defenses  whatsoever of the Borrower against
the  beneficiary  of any Letter of Credit or any such  transferee.  The  Issuing
Lender,  the  Administrative  Agent and the Lenders  shall not be liable for any
error, omission, interruption or delay in transmission,  dispatch or delivery of
any message or advice,  however  transmitted,  in connection  with any Letter of
Credit.  The  Borrower  agrees  that any action  taken or omitted by the Issuing
Lender, the Administrative  Agent or any Lender under or in connection with each
Letter of Credit and the related drafts and documents, if done in good faith and
without  gross  negligence  and willful  misconduct,  shall be binding  upon the
Borrower  and  shall  not  result in any  liability  on the part of the  Issuing
Lender, the Administrative Agent or any Lender to the Borrower.

     4.5.  Reliance by Issuer.  To the extent not inconsistent with Section 4.4,
the Issuing  Lender shall be entitled to rely,  and shall be fully  protected in
relying upon, any Letter of Credit, draft, writing, resolution, notice, consent,
certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype
message,  statement,  order or other  document  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,  independent  accountants  and
other experts selected by the Issuing Lender.  The Issuing Lender shall be fully
justified in failing or refusing to take any action under this Credit  Agreement
unless it shall first have received such advice or  concurrence  of the Required
Lenders as it reasonably  deems  appropriate or it shall first be indemnified to
its  reasonable  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 Issuing  Lender  shall in all cases be fully  protected in
acting, or in refraining from acting,  under this Credit Agreement in accordance
with a request of the Required Lenders, and such request and any action taken or
failure to act pursuant thereto shall be binding upon the Lenders and all future
holders of the Revolving Credit A Notes or of a Letter of Credit Participation.

     4.6.  Letter of Credit Fee.  The Borrower  shall,  on the first day of each
calendar  quarter for the immediately  preceding  calendar quarter pay a fee (in
each case, a "Letter of Credit Fee") to the  Administrative  Agent in respect of
each  Letter of Credit (a) an amount  equal to the  Applicable  Margin per annum
with  respect to  Eurocurrency  Rate A Loans of the face amount of such  standby
Letter  of  Credit  (the  "Issuing  Fee"),  which

                                       48
<PAGE>


Issuing Fee shall be for the  accounts of the Lenders in  accordance  with their
respective  Revolver A Commitment  Percentages  and (b) an amount equal to 0.10%
per annum of the face  amount of such  Letter of Credit  (the  "Fronting  Fee"),
which Fronting Fee shall be for the account of the Issuing Lender. In respect of
each Letter of Credit, the Borrower shall also pay to the Issuing Lender for the
Issuing  Lender's own  account,  at such other time or times as such charges are
customarily  made by the Issuing  Lender,  the Issuing  Lender's  reasonable and
customary  issuance,  amendment,  negotiation or document  examination and other
administrative fees as in effect from time to time.


                         5. CERTAIN GENERAL PROVISIONS.

     5.1. Closing Fee. The Borrower agrees to pay to the Administrative Agent on
the  Closing  Date a closing  fee (the  "Closing  Fee") in the amount and at the
times specified in the Fee Letter.



     5.2.   Administrative   Agent's  Fee.   The  Borrower   shall  pay  to  the
Administrative   Agent,  for  the   Administrative   Agent's  own  account,   an
Administrative Agent's fee (the "Administrative  Agent's Fee") in the amount and
at the time specified in the Fee Letter.

     5.3. Funds for Payments.

          5.3.1. Payments to Administrative Agent. All payments of principal and
     interest on Revolving  Credit Loans  denominated in Dollars,  Reimbursement
     Obligations  denominated  in  Dollars,  Fees  and  any  other  amounts  due
     hereunder or under any of the other Loan Documents which are not payable in
     an  Optional  Currency  shall  be  made  on the  due  date  thereof  to the
     Administrative Agent in Dollars, for the respective accounts of the Lenders
     and the Administrative  Agent, at the  Administrative  Agent's Office or at
     such  other  place  that the  Administrative  Agent  may from  time to time
     designate, in each case at or about 1:00 p.m. (Boston, Massachusetts,  time
     or other  local  time at the  place of  payment)  and Same Day  Funds.  All
     payments of principal and interest on Revolving Credit A Loans  denominated
     in  an  Optional  Currency,  Reimbursement  Obligations  denominated  in an
     Optional  Currency and any other  amounts due hereunder or under any of the
     other Loan  Documents  which are payable in an Optional  Currency  shall be
     made by the Borrower to the Administrative Agent in the applicable Optional
     Currency, at the Administrative  Agent's Office or at such other place that
     the Administrative  Agent may from time to time designate,  in each case on
     or about  1:00  p.m.  (London  time or  other  local  time at the  place of
     payment) and in Same Day Funds.  Each  payment in respect of any  Revolving
     Credit A Loan or  Reimbursement  Obligation  made by the Borrower  shall be
     made in the same  currency  in which such  Revolving  Credit A Loan  and/or
     Reimbursement Obligation was made unless otherwise agreed by the Lenders.

          5.3.2.  No Offset,  etc. All payments by the  Borrower  hereunder  and
     under any of the other Loan  Documents  shall be made  without  recoupment,

                                       49
<PAGE>


     setoff or counterclaim and free and clear of and without  deduction for any
     Indemnified Taxes or Other Taxes unless the Borrower is compelled by law to
     make such deduction or withholding.  If any such obligation is imposed upon
     the Borrower  with  respect to any amount  payable by it hereunder or under
     any  of  the  other  Loan   Documents,   the  Borrower   will  pay  to  the
     Administrative  Agent,  for the  account of the Lenders or (as the case may
     be) the  Administrative  Agent, on the date on which such amount is due and
     payable hereunder or under such other Loan Document, such additional amount
     in  Dollars  as  shall  be   necessary   to  enable  the   Lenders  or  the
     Administrative  Agent to receive  the same net amount  which the Lenders or
     the  Administrative  Agent would have received on such due date had no such
     obligation  been  imposed  upon the  Borrower.  The  Borrower  will deliver
     promptly to the  Administrative  Agent certificates or other valid vouchers
     for all  taxes or other  charges  deducted  from or paid  with  respect  to
     payments made by the Borrower  hereunder or under such other Loan Document.
     In  addition,  the  Borrower  shall  pay any  Other  Taxes to the  relevant
     Governmental  Authority in  accordance  with  applicable  law. The Borrower
     shall  indemnify the  Administrative  Agent and each Lender,  within thirty
     (30) days after written demand  therefor (which demand shall be accompanied
     by the certificate  and/or other valid vouchers referred to above), for the
     full amount of any Indemnified Taxes or Other Taxes (including  Indemnified
     Taxes or Other  Taxes  imposed or asserted  on or  attributable  to amounts
     payable under this Section 5.3.2) paid by the Administrative  Agent or such
     Lender,  as the case may be, and any  penalties,  interest  and  reasonable
     expenses  arising  therefrom or with respect  thereto,  whether or not such
     Indemnified  Taxes or Other  Taxes were  correctly  or  legally  imposed or
     asserted by the relevant  Governmental  Authority.  A certificate as to the
     amount of such payment or  liability  delivered to the Borrower by a Lender
     or by the  Administrative  Agent on its own behalf or on behalf of a Lender
     shall be conclusive absent manifest error.

          5.3.3. Non-U.S. Lenders. Each Lender and the Administrative Agent that
     is not a U.S.  Person as  defined in  Section  7701(a)(30)  of the Code for
     federal  income tax purposes (a "Non-U.S.  Lender")  hereby agrees that, if
     and to the extent it is legally able to do so, it shall,  prior to the date
     of the first payment by the Borrower hereunder to be made to such Lender or
     the Administrative Agent or for such Lender's or the Administrative Agent's
     account,   deliver  to  the  Borrower  and  the  Administrative  Agent,  as
     applicable,  such  certificates,  documents or other evidence,  as and when
     required  by the Code or  Treasury  Regulations  issued  pursuant  thereto,
     including  (a) in the  case  of a  Non-U.S.  Lender  that is a  "bank"  for
     purposes of Section 881(c)(3)(A) of the Code, two (2) duly completed copies
     of  Internal  Revenue  Service  Form  W-8BEN or Form  W-8ECI  and any other
     certificate or statement of exemption required by Treasury Regulations,  or
     any subsequent versions thereof or successors  thereto,  properly completed
     and duly executed by such Lender or the  Administrative  Agent establishing
     that with respect to payments of principal,  interest or fees  hereunder it
     is (i) not subject to United States federal  withholding tax under the Code
     because  such  payment is  effectively  connected  with the conduct by such
     Lender or Administrative  Agent of a trade or business in the United States
     or (ii)  totally

                                       50
<PAGE>


     exempt or partially exempt from United States federal withholding tax under
     a provision of an  applicable  tax treaty and (b) in the case of a Non-U.S.
     Lender  that is not a "bank" for  purposes of Section  881(c)(3)(A)  of the
     Code, a certificate in form and substance  reasonably  satisfactory  to the
     Administrative  Agent  and the  Borrower  and to the  effect  that (i) such
     Non-U.S. Lender is not a "bank" for purposes of Section 881(c)(3)(A) of the
     Code, is not subject to regulatory or other legal requirements as a bank in
     any  jurisdiction,  and has not been  treated as a bank for purposes of any
     tax,  securities law or other filing or submission made to any governmental
     authority, any application made to a rating agency or qualification for any
     exemption from any tax, securities law or other legal requirements, (ii) is
     not a ten (10) percent shareholder for purposes of Section  881(c)(3)(B) of
     the  Code and  (iii)  is not a  controlled  foreign  corporation  receiving
     interest from a related person for purposes of Section  881(c)(3)(C) of the
     Code,  together with a properly completed Internal Revenue Service Form W-8
     or  W-9,  as  applicable   (or  successor   forms).   Each  Lender  or  the
     Administrative  Agent agrees that it shall,  promptly  upon a change of its
     lending office or the selection of any additional  lending  office,  to the
     extent the forms previously delivered by it pursuant to this section are no
     longer  effective,  and promptly upon the Borrower's or the  Administrative
     Agent's  reasonable  request  after  the  occurrence  of  any  other  event
     (including  the passage of time)  requiring  the delivery of a Form W-8BEN,
     Form W-8ECI,  Form W-8 or W-9 in addition to or in replacement of the forms
     previously delivered, deliver to the Borrower and the Administrative Agent,
     as  applicable,  if and to the extent it is  properly  entitled to do so, a
     properly completed and executed Form W-8BEN,  Form W-8ECI, Form W-8 or W-9,
     as applicable (or any successor forms  thereto).  The Borrower shall not be
     required to pay any additional amounts to any Non-U.S. Lender in respect of
     United States  federal  withholding  tax pursuant to Section 5.3.2 above to
     the extent that the  obligation  to pay such  additional  amounts would not
     have  arisen but for a failure by such  Non-U.S.  Lender to comply with the
     provisions of this Section  5.3.3;  provided,  however,  that the foregoing
     shall not relieve the Borrower of its obligation to pay additional  amounts
     pursuant to Section  5.3.2 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  interpretation,  administration  or application  thereof,  a
     Non-US Lender that was  previously  entitled to receive all payments  under
     this Credit Agreement and the Notes without deduction or withholding of any
     United  States  federal  income  taxes is no longer  properly  entitled  to
     deliver  forms,  certificates  or  other  evidence  at  a  subsequent  date
     establishing the fact that such Lender is not subject to withholding.

     5.4.  Computations.  All  computations  of  interest on the Base Rate Loans
shall be based on a  365-day  year (or 366 day year in the case of a leap  year)
and paid for the actual number of days elapsed, and all computations of interest
on Loans other than Base Rate Loans and of Fees shall be based on a 360-day year
and paid for the actual number of days elapsed.  Except as otherwise provided in
the definition of the term "Interest  Period" with respect to Eurocurrency  Rate
Loans,  whenever a payment  hereunder  or under any of the other Loan  Documents
becomes due on a day that is not a

                                       51
<PAGE>


Business  Day,  the due date  for such  payment  shall be  extended  to the next
succeeding Business Day, and interest shall accrue during such extension.

     5.5.  Inability to Determine  Eurocurrency Rate. In the event, prior to the
commencement of any Interest Period relating to any Eurocurrency  Rate Loan, the
Administrative Agent shall determine or be notified by the Required Lenders that
(a)  adequate  and  reasonable   methods  do  not  exist  for  ascertaining  the
Eurocurrency  Rate that would  otherwise  determine  the rate of  interest to be
applicable to any Eurocurrency  Rate Loan during any Interest Period or deposits
in the  relevant  Optional  Currency  in the  relevant  Interest  Period are not
available to the Administrative Agent or (b) the Eurocurrency Rate determined or
to be determined for such Interest Period will not adequately and fairly reflect
the cost to the Lenders of making or maintaining  their  Eurocurrency Rate Loans
during such period, the Administrative Agent shall forthwith give notice of such
determination  (which  shall be  conclusive  and binding on the Borrower and the
Lenders) to the Borrower and the  Lenders.  In such event (i) any Loan  Request,
Optional Currency Notice or Conversion Request with respect to Eurocurrency Rate
Loans shall be  automatically  withdrawn  and, in the case of  Revolving  Credit
Loans denominated in Dollars, shall be deemed a request for Base Rate Loans and,
in the case of any Eurocurrency  Rate Loan denominated in an Optional  Currency,
shall be withdrawn, (ii) each Eurocurrency Rate Loan will automatically,  on the
last day of the then current Interest Period relating thereto, if denominated in
Dollars become a Base Rate Loan and, if denominated in an Optional Currency,  be
repaid, and (iii) the obligations of the Lenders to make Eurocurrency Rate Loans
shall be  suspended  until  the  Administrative  Agent or the  Required  Lenders
determine that the circumstances giving rise to such suspension no longer exist,
whereupon the  Administrative  Agent or, as the case may be, the  Administrative
Agent upon the instruction of the Required Lenders, shall so notify the Borrower
and the Lenders.

     5.6.  Illegality.  Notwithstanding  any  other  provisions  herein,  if any
present or future law, regulation,  treaty or directive or the interpretation or
application  thereof  shall make it unlawful  for any Lender to make or maintain
Eurocurrency   Rate  Loans  or  perform  its   obligations  in  respect  of  any
Eurocurrency  Rate  Loans,  such  Lender  shall  forthwith  give  notice of such
circumstances  to the  Borrower  and the other  Lenders  and  thereupon  (a) the
commitment of such Lender to make  Eurocurrency  Rate Loans or convert Base Rate
Loans to  Eurocurrency  Rate Loans shall  forthwith  be  suspended  and (b) such
Lender's  Revolving  Credit Loans then  outstanding as  Eurocurrency  Rate Loans
denominated in Dollars,  if any, shall be converted  automatically  to Base Rate
Loans on the last day of each Interest  Period  applicable to such  Eurocurrency
Rate  Loans or within  such  earlier  period as may be  required  by law and the
Eurocurrency  Rate  Loans  then  outstanding  and  denominated  in  an  Optional
Currency,  if any,  shall be  repaid  on the last  day of each  Interest  Period
applicable to such  Eurocurrency Rate Loans or within such earlier period as may
be  required  by  law.  The  Borrower   hereby   agrees   promptly  to  pay  the
Administrative Agent for the account of such Lender, upon demand by such Lender,
any  additional  amounts  necessary  to  compensate  such  Lender  for any costs
incurred by such Lender in making any conversion in accordance with this Section
5.6,  including  any interest or fees payable by such Lender to lenders of funds
obtained  by it in  order  to make  or  maintain  its  Eurocurrency  Rate  Loans
hereunder. Each Lender

                                       52
<PAGE>


requesting  any amounts under this Section 5.6 agrees to provide to the Borrower
a written notice as to the additional amounts owed to such Lender,  which notice
shall contain a brief  description of the circumstances and the calculations for
such amounts, which circumstances shall be reasonable.  In addition, each Lender
agrees that it shall apply this  provision to its customers in good faith and on
the same basis to each of its customers.

     5.7. Additional Costs, etc. If any Change in Law shall:


          (a) subject any Lender or the  Administrative  Agent to any tax, levy,
     impost,  duty,  charge,  fee,  deduction or  withholding of any nature with
     respect to this Credit Agreement,  the other Loan Documents, any Letters of
     Credit,  such Lender's Commitment or the Loans (other than taxes based upon
     or measured  by the income or profits of such Lender or the  Administrative
     Agent), or

          (b)  materially  change the basis of  taxation  (except for changes in
     taxes on income or profits) of payments to any Lender of the  principal  of
     or the interest on any Loans or any other amounts  payable to any Lender or
     the  Administrative  Agent under this Credit  Agreement or any of the other
     Loan Documents, or

          (c) impose or increase or render  applicable (other than to the extent
     specifically  provided for elsewhere in this Credit  Agreement) any special
     deposit, reserve, assessment,  liquidity, capital adequacy or other similar
     requirements  (whether or not having the force of law) against  assets held
     by, or deposits in or for the account of, or loans by, or letters of credit
     issued by, or commitments of an office of any Lender, or

          (d)  impose  on any  Lender  or the  Administrative  Agent  any  other
     conditions or requirements with respect to this Credit Agreement, the other
     Loan Documents, any Letters of Credit, the Loans, such Lender's Commitment,
     or any class of loans, letters of credit or commitments of which any of the
     Loans or such Lender's  Commitment  forms a part,  and the result of any of
     the foregoing is

               (i) to  increase  the  cost to any  Lender  of  making,  funding,
          issuing,  renewing,  extending or maintaining any of the Loans or such
          Lender's Commitment or any Letter of Credit, or

               (ii) to reduce the amount of principal,  interest,  Reimbursement
          Obligation   or  other   amount   payable   to  such   Lender  or  the
          Administrative Agent hereunder on account of such Lender's Commitment,
          any Letter of Credit or any of the Loans, or

               (iii) to require such Lender or the Administrative  Agent to make
          any payment or to forego any interest or  Reimbursement  Obligation or
          other sum payable  hereunder,  the amount of which payment or foregone
          interest or  Reimbursement  Obligation  or other sum is  calculated by
          reference to the gross amount of any sum receivable or

                                       53
<PAGE>


          deemed  received by such Lender or the  Administrative  Agent from the
          Borrower hereunder,

          (e) impose on any  Lender or the  Administrative  Agent any  Mandatory
     Costs with respect to this Credit Agreement, the other Loan Documents, such
     Lender's Commitment or the Loans,

then, and in each such case, the Borrower will,  upon demand made by such Lender
or (as the case may be) the  Administrative  Agent and receipt of a  certificate
detailing such  additional  costs at any time and from time to time and as often
as the  occasion  therefor may arise,  pay to such Lender or the  Administrative
Agent,  within ten (10) Business Days of receipt of such demand and certificate,
such  additional  amounts as will be sufficient to compensate such Lender or the
Administrative  Agent for such additional cost,  reduction,  payment or foregone
interest  or  Reimbursement   Obligation  or  other  sum  (other  than  loss  of
anticipated  profits),  provided  that the  Borrower  shall not be liable to any
Lender or the Administrative  Agent for costs incurred more than sixty (60) days
prior to receipt by the Borrower of such demand for payment from such Lender or,
as the case may be, the  Administrative  Agent,  unless such costs were incurred
prior to such  sixty  (60) day  period  as a result  of such  present  or future
applicable  law being  retroactive  to a date which occurred prior to such sixty
(60) day  period  and such  Lender  or, as the case may be,  the  Administrative
Agent, has given notice to the Borrower of the  effectiveness of such law within
sixty (60) days after the effective date thereof.  In addition,  notwithstanding
the foregoing  provisions of this Section 5.7, a Lender shall not be entitled to
compensation pursuant to this Section 5.7 in respect of any Competitive Bid Loan
if the Change in Law that would otherwise entitle it to such compensation  shall
have been publicly  announced  prior to the  submission of the  Competitive  Bid
pursuant to which such Competitive Bid Loan was made.

     5.8.  Capital  Adequacy.  If  after  the  date  hereof  any  Lender  or the
Administrative  Agent  determines that (a) the adoption of or change in any law,
governmental rule,  regulation,  policy,  guideline or directive (whether or not
having  the  force of law)  regarding  capital  requirements  for  banks or bank
holding companies or any change in the interpretation or application  thereof by
a Governmental  Authority with  appropriate  jurisdiction,  or (b) compliance by
such Lender or the  Administrative  Agent or any  corporation  controlling  such
Lender or the Administrative Agent with any law, governmental rule,  regulation,
policy,  guideline or directive  (whether or not having the force of law) of any
such entity regarding capital adequacy, has the effect of reducing the return on
such Lender's or the Administrative Agent's commitment with respect to any Loans
to a level below that which such Lender or the  Administrative  Agent could have
achieved but for such adoption,  change or compliance (taking into consideration
such Lender's or the Administrative  Agent's then existing policies with respect
to capital adequacy and assuming full  utilization of such entity's  capital) by
any  amount  deemed by such  Lender  or (as the case may be) the  Administrative
Agent to be material,  then such Lender or the  Administrative  Agent may notify
the  Borrower of such fact.  To the extent that the amount of such  reduction in
the return on capital is not  reflected in the Base Rate,  the Borrower and such
Lender shall thereafter  attempt to negotiate in good faith,  within thirty (30)
days of the day on which  the  Borrower  receives  such  notice,  an  adjustment
payable hereunder that will adequately  compensate such Lender in light of

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these circumstances. If the Borrower and such Lender are unable to agree to such
adjustment  within  thirty (30) days of the date on which the Borrower  receives
such notice,  then  commencing  on the date of such notice (but not earlier than
the effective date of any such increased capital requirement),  the fees payable
hereunder  shall  increase by an amount that will, in such  Lender's  reasonable
determination,  provide adequate  compensation.  Each Lender shall allocate such
cost increases among its customers in good faith and on an equitable basis.

     5.9.  Certificate.  A  certificate  setting  forth any  additional  amounts
payable pursuant to Sections 5.7 or 5.8 and a brief  explanation of the amounts,
together  with the  calculations  of the  basis for such  amounts  which are due
(which basis shall be reasonable), submitted by any Lender or the Administrative
Agent to the Borrower,  shall be conclusive,  absent manifest  error,  that such
amounts are due and owing.

     5.10.  Indemnity.  In the event of (a) the payment of any  principal of any
Eurocurrency  Rate Loan or Competitive Bid Loan other than on the last day of an
Interest  Period  applicable  thereto  (including  as a  result  of an  Event of
Default);  (b) the conversion of any  Eurocurrency  Rate Loan or Competitive Bid
Loan other than on the last day of an Interest Period  applicable  thereto;  (c)
the failure to borrow, convert,  continue or prepay any Revolving Credit Loan or
Competitive  Bid Loan on the date  specified  in any notice  delivered  pursuant
hereto;  (d) the failure to borrow any  Competitive Bid Loan after accepting the
Competitive Bid to make such  Competitive Bid Loan; or (e) the assignment of any
Eurocurrency  Rate Loan or  Competitive  Bid Loan  pursuant  to a request by the
Borrower pursuant to Sections 2.12 and/or 5.12 hereof other than on the last day
of the Interest Period applicable thereto, then, in any such event, the Borrower
shall  compensate  each Lender for the loss, and any reasonable cost or expense,
attributable to such event. In the case of a Eurocurrency Rate Loan, the loss to
any Lender  attributable  to any such event shall be deemed to include an amount
determined  by such Lender to be equal to the excess,  if any, of (i) the amount
of interest  that such  Lender  would pay for a deposit  equal to the  principal
amount  of such  Eurocurrency  Rate  Loan for the  period  from the date of such
payment,  conversion,  failure or assignment to the last day of the then current
Interest Period for such Eurocurrency Rate Loan (or, in the case of a failure to
borrow, convert or continue, the duration of the Interest Period that would have
resulted from such borrowing,  conversion or  continuation) if the interest rate
payable on such deposit were equal to the  Eurocurrency  Rate for such  Interest
Period,  over (ii) the amount of interest  that such  Lender  would earn on such
principal  amount for such period if such  Lender were to invest such  principal
amount for such period at the interest rate that would be bid by such Lender (or
an affiliate of such  Lender) for deposits in the relevant  currency  from other
banks in the relevant  eurocurrency market at the commencement of such period. A
certificate  of any Lender  setting forth any amount or amounts that such Lender
is entitled to receive  pursuant to this  Section 5.10 shall be delivered to the
Borrower and shall be conclusive  absent manifest error.  The Borrower shall pay
the Lender the amount shown as due on any such certificate  within ten (10) days
after receipt thereof.

     5.11.  Interest  After Default.  During the  continuance of a Default or an
Event of Default,  principal  and (to the extent  permitted by  applicable  law)
interest on the Loans

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<PAGE>


and all other  amounts  payable  hereunder  or under  any of the Loan  Documents
shall, until such Default or Event of Default has been cured or remedied or such
Default or Event of Default has been waived by the Required  Lenders pursuant to
Section 16.12, bear interest at a rate per annum equal to two percent (2%) above
the rate of interest then applicable thereto.

     5.12.Mitigation; Replacement of Lenders.

          5.12.1.  Mitigation. If any Lender requests compensation under Section
     5.7 or if the  Borrower  is  required  to pay an  additional  amount to any
     Lender or any Governmental Authority for the account of any Lender pursuant
     to  Section  5.3.2,  then such  Lender  shall  use  reasonable  efforts  to
     designate  a  different  lending  office for  funding or booking  its Loans
     hereunder or to assign its rights and  obligations  hereunder to another of
     its  offices,  branches or  affiliates,  if, in the judgment of the Lender,
     such  designation  or  assignment  (a) would  eliminate  or reduce  amounts
     payable  pursuant to Section 5.7 or Section  5.3.2,  as the case may be, in
     the future and (b) would not subject such Lender to any unreimbursed  costs
     or expenses and would not otherwise be  disadvantageous to such Lender. The
     Borrower hereby agrees to pay all reasonable costs and expenses incurred by
     any Lender in connection with any such designation or assignment.

          5.12.2.  Replacement of Lender.  If any Lender (an "Affected  Lender")
     (a) makes  demand upon the  Borrower  for (or if the  Borrower is otherwise
     required to pay) amounts  pursuant to Sections 5.7 or 5.8, (b) is unable to
     make or  maintain  Eurocurrency  Rate  Loans  as a  result  of a  condition
     described  in  Section  5.6  or (c)  defaults  in its  obligation  to  make
     Revolving  Credit  Loans  in  accordance  with  the  terms  of this  Credit
     Agreement or purchase any Letter of Credit Participation, the Borrower may,
     so  long as no  Default  or  Event  of  Default  has  occurred  and is then
     continuing, within one hundred eighty (180) days of receipt of such demand,
     notice (or the  occurrence  of such other event  causing the Borrower to be
     required to pay such compensation or causing Section 5.6 to be applicable),
     or  default,  as the case may be,  by notice (a  "Replacement  Notice")  in
     writing to the  Administrative  Agent and such Affected  Lender (i) request
     the  Affected  Lender  to  cooperate  with  the  Borrower  in  obtaining  a
     replacement  Lender  satisfactory  to  the  Administrative  Agent  and  the
     Borrower (the "Replacement Lender");  (ii) request the non-Affected Lenders
     to acquire and assume all of the Affected  Lender's  Revolving Credit Loans
     and Commitment as provided herein,  but none of such Lenders shall be under
     an obligation to do so; or (iii) designate a Replacement Lender approved by
     the Administrative  Agent, such approval not to be unreasonably withheld or
     delayed. If any satisfactory  Replacement Lender shall be obtained,  and/or
     if any one or more of the  non-Affected  Lenders shall agree to acquire and
     assume all of the Affected Lender's  Revolving Credit Loans and Commitment,
     then such Affected Lender shall assign,  in accordance with Section 15, all
     of its Commitment, Revolving Credit Loans, Letter of Credit Participations,
     Revolving  Credit Notes and other rights and obligations  under this Credit
     Agreement  and all  other  Loan  Documents  to such  Replacement  Lender or
     non-Affected Lenders, as the case may be, in exchange for payment of

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<PAGE>


     the  principal  amount so assigned and all interest and fees accrued on the
     amount so assigned,  plus all other Obligations then due and payable to the
     Affected  Lender;  provided,  however,  that (A) such  assignment  shall be
     without recourse,  representation or warranty and shall be made pursuant to
     the terms and conditions of Section 15 hereof and pursuant to an assignment
     agreement in substantially  the form of Exhibit E hereto,  and (B) prior to
     any such  assignment,  the Borrower shall have paid to such Affected Lender
     all amounts properly demanded and unreimbursed  under Sections 5.7 and 5.8.
     Upon the  effective  date of such  assignment,  the  Borrower  shall  issue
     replacement  Revolving  Credit A Notes and Revolving Credit B Notes, as the
     case may be, to such Replacement Lender and/or non-Affected Lenders, as the
     case may be, and such institution  shall become a "Lender" for all purposes
     under this Credit Agreement and the other Loan Documents.

     5.13. Currency Matters.

     Dollars  are the  currency of account and payment for each and every sum at
any time due from the Borrower hereunder; provided that:

          (a)  except as  expressly  provided  in this  Credit  Agreement,  each
     repayment of a Revolving Credit A Loan,  Reimbursement Obligation or a part
     thereof shall be made in the currency in which such Revolving Credit A Loan
     or Reimbursement Obligation, as the case may be, is denominated at the time
     of that repayment;

          (b) each  payment of interest  shall be made in the  currency in which
     such  principal or other sum in respect of which such  interest is payable,
     is denominated;

          (c) each payment of any Fees shall be in Dollars;

          (d) each payment in respect of costs,  expenses and indemnities  shall
     be made in the currency in which the same were incurred; and

          (e) any amount  expressed to be payable in an Optional  Currency shall
     be paid in such Optional Currency.

     No payment to the  Administrative  Agent or any Lender  (whether  under any
judgment  or  court  order or  otherwise)  shall  discharge  the  obligation  or
liability  in respect of which it was made  unless and until the  Administrative
Agent or such  Lender  shall have  received  payment in full in the  currency in
which such  obligation  or liability  was  incurred,  and to the extent that the
amount of any such payment shall, on actual conversion into such currency,  fall
short of such  obligation or liability  actual or  contingent  expressed in that
currency,  the Borrower agrees to indemnify and hold harmless the Administrative
Agent or such  Lender,  as the case may be,  with  respect  to the amount of the
shortfall,  with  such  indemnity  surviving  the  termination  of  this  Credit
Agreement and any legal  proceeding,  judgment or court order  pursuant to which
the original payment was made which resulted in the shortfall. To the extent the

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<PAGE>


Administrative  Agent or any  Lender  receives  payment of any  Obligation  in a
currency  other than the  currency  required to be paid  hereunder,  each of the
Administrative Agent and such Lender shall take all reasonable action to convert
such currency into the currency in which the underlying  liability was incurred,
at the Administrative Agent's or such Lender's spot rate of exchange, within one
(1)  Business  Day after  receipt  of payment by the  Borrower  ,  provided,  if
reasonable  methods and/or  markets do not exist for making such exchange,  then
the  Administrative  Agent or such  Lender,  as the case may be,  will make such
exchange  within one (1) Business Day of the date on which making such  exchange
is, in the  Administrative  Agent's or such Lender's  reasonable  determination,
commercially possible, and, provided further,  nothing contained herein shall in
any  manner  limit the  Borrower's  obligations  to pay all  Obligations  in the
currency required under this Credit Agreement,  nor shall it be construed as the
Administrative  Agent's  or any  Lender's  consent  to the  Borrower  paying any
Obligation in any currency  other than as set forth in  subparagraphs  (a) - (e)
above.

     5.14. Lending Office. Each Revolving Credit A Loan made by any Lender in an
Optional Currency, and each payment by the Borrower in respect thereof, shall be
made by, or, as the case may be, for the  account of,  such  applicable  lending
office of the Administrative Agent as the Administrative Agent shall designate.

     5.15.  New Currency.  If, after the making of any  Revolving  Credit A Loan
denominated in an Optional Currency or the issuance, renewal or extension of any
Letter  of  Credit  in any  Optional  Currency,  currency  control  or  exchange
regulations are imposed in the country which issues such Optional  Currency,  as
applicable,  with the result that different types of such Optional Currency (the
"New  Currency")  are introduced and the type of currency in which the Revolving
Credit A Loan or Letter of Credit was made (the  "Original  Currency") no longer
exists or the Borrower is not able to make payment to the  Administrative  Agent
for the account of the Lenders or the Issuing Lender in such Original  Currency,
then all payments to be made by the Borrower hereunder in such currency shall be
made  to the  Administrative  Agent  in such  amount  and  such  type of the New
Currency as shall be  equivalent  to the amount of such  payment  otherwise  due
hereunder in the Original Currency, it being the intention of the parties hereto
that the Borrower takes all risks of the imposition of any such currency control
or exchange regulations.  In addition,  notwithstanding the foregoing provisions
of this Section 5.15, if, after the making of any Revolving  Credit A Loan in an
Optional Currency or the issuance,  renewal or extension of any Letter of Credit
in any  Optional  Currency,  the  Borrower  is not able to make  payment  to the
Administrative Agent for the account of the Lenders or the Issuing Lender in the
type of currency in which such Revolving  Credit A Loan was made or, as the case
may be,  such Letter of Credit was  issued,  extended or renewed  because of the
imposition  of any such  currency  control  or  exchange  regulation,  then such
Revolving  Credit A Loan or,  as the case may be,  Reimbursement  Obligation  in
respect of such Letter of Credit shall  instead be repaid when due in Dollars in
a principal amount equal to the Dollar  Equivalent (as of the date of repayment)
of such Revolving Credit A Loan or, as the case may be, Reimbursement Obligation
in respect of such Letter of Credit.

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<PAGE>


                                 6. GUARANTIES.

     6.1.  Guaranties.  The  Obligations  shall be guaranteed by the  Guarantors
pursuant to the terms of the Guaranty.

                       7. REPRESENTATIONS AND WARRANTIES.

     The Borrower  represents and warrants to the Lenders and the Administrative
Agent as follows:

     7.1. Corporate Authority.

          7.1.1.  Incorporation;  Good  Standing.  Each of the  Borrower and its
     Subsidiaries  (a)  is a  corporation  (or  similar  business  entity)  duly
     organized,  validly  existing  and in good  standing  under the laws of its
     jurisdiction of incorporation or formation, (b) has all requisite corporate
     (or the  equivalent  company)  power to own its  property  and  conduct its
     business as now conducted and as presently contemplated, and (c) is in good
     standing as a foreign  corporation (or similar business entity) and is duly
     authorized to do business in each jurisdiction  where such qualification is
     necessary  except  where a  failure  to be so  qualified  would  not have a
     Material Adverse Effect.

          7.1.2. Authorization.  The execution, delivery and performance of this
     Credit  Agreement and the other Loan Documents to which the Borrower or any
     of its  Subsidiaries  is or is to  become  a  party  and  the  transactions
     contemplated  hereby  and  thereby  (a) are within  the  corporate  (or the
     equivalent company) authority of such Person, (b) have been duly authorized
     by all necessary corporate (or the equivalent company) proceedings,  (c) do
     not and will not conflict with or result in any breach or  contravention of
     any provision of law, statute,  rule or regulation to which the Borrower or
     any  of  its  Subsidiaries  is  subject  or  any  judgment,   order,  writ,
     injunction,  license or permit  applicable  to the  Borrower  or any of its
     Subsidiaries  and (d) do not conflict  with any  provision of the Governing
     Documents of, or any material  agreement or other instrument  binding upon,
     the Borrower or any of its Subsidiaries.

          7.1.3.  Enforceability.  The  execution  and  delivery  of this Credit
     Agreement and the other Loan  Documents to which the Borrower or any of its
     Subsidiaries  is or is to become a party will  result in valid and  legally
     binding  obligations  of such Person  enforceable  against it in accordance
     with the  respective  terms and  provisions  hereof and thereof,  except as
     enforceability  is  limited  by  bankruptcy,  insolvency,   reorganization,
     moratorium or other laws relating to or affecting generally the enforcement
     of  creditors'  rights and except to the extent  that  availability  of the
     remedy of  specific  performance  or  injunctive  relief is  subject to the
     discretion  of the  court  before  which  any  proceeding  therefor  may be
     brought.

     7.2. Governmental Approvals. The execution, delivery and performance by the
Borrower and any of its Subsidiaries of this Credit Agreement and the other Loan

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<PAGE>


Documents to which the Borrower or any of its  Subsidiaries is or is to become a
party and the  transactions  contemplated  hereby and thereby do not require the
approval or consent of, or filing  with,  any  governmental  agency or authority
other than those already obtained.

     7.3. Title to Properties; Leases. The Borrower and its Subsidiaries own all
of the assets  reflected in the  consolidated  balance sheet of the Borrower and
its  Subsidiaries  as at the  Balance  Sheet  Date or  acquired  since that date
(except property and assets sold or otherwise disposed of in the ordinary course
of  business  since that date),  subject to no Liens or other  rights of others,
except  Permitted  Liens and except for defects in title that are not reasonably
expected to have a Material Adverse Effect.

     7.4. Financial Statements and Projections.

          7.4.1.  Fiscal Year. The Borrower and each of its  Subsidiaries  has a
     fiscal  year  which is the  twelve  months  ending on  December  31 of each
     calendar year.

          7.4.2.  Financial Statements.  There has been furnished to each of the
     Lenders a consolidated  balance sheet of the Borrower and its  Subsidiaries
     as at the Balance Sheet Date, and a consolidated statement of income of the
     Borrower and its Subsidiaries for the fiscal year then ended,  certified by
     PricewaterhouseCoopers,  LLP.  Such balance  sheet and  statement of income
     have been prepared in accordance with GAAP and fairly present the financial
     condition  of the  Borrower as at the close of business on the date thereof
     and the results of operations for the fiscal year then ended.  There are no
     contingent  liabilities  of the Borrower or any of its  Subsidiaries  as of
     such  date  involving  material  amounts,  known  to  the  officers  of the
     Borrower,  which were not  disclosed  in such  balance  sheet and the notes
     related thereto.

          7.4.3.  Projections.  The projected annual operating budgets,  balance
     sheets and cash flow statements of the Borrower and its Subsidiaries,  on a
     consolidated basis, for the 2001 to 2005 fiscal years, copies of which have
     been  delivered  to each  Lender,  are based on good  faith  estimates  and
     assumptions  made as of the date such  projections  were  prepared.  To the
     knowledge of the Borrower  and its  Subsidiaries,  no facts exist as of the
     Closing Date (and not any date  thereafter)  that  (individually  or in the
     aggregate)  would,  after  giving  effect to all such facts,  result in any
     material  adverse  change in any of such  projections  which  change  could
     reasonably be expected to have a Material  Adverse Effect.  The projections
     are believed by the Borrower to be  reasonable  at the time made,  it being
     recognized  by  the   Administrative   Agent  and  the  Lenders  that  such
     projections  as to  future  events  are not to be  viewed as facts and that
     actual results during the period or periods covered by any such projections
     may differ materially from the projected results.

     7.5. No Material Adverse  Changes,  etc. Since the Balance Sheet Date there
has been no event or occurrence which has had a Material Adverse Effect.

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<PAGE>


     7.6. Intellectual Property. The Borrower and each of its Subsidiaries owns,
or is licensed to use, all trademarks, tradenames, copyrights, patents and other
intellectual  property  material  to its  business,  and the use  thereof by the
Borrower and its  Subsidiaries  does not  infringe  upon the rights of any other
Person, except for any such infringement that, individually or in the aggregate,
could not reasonably be expected to result in a Material Adverse Effect.

     7.7.  Litigation.  Except as set forth in Schedule 7.7 hereto, there are no
actions,  suits or  proceedings  of any kind pending or, to the knowledge of the
Borrower,  threatened against the Borrower or any of its Subsidiaries before any
Governmental Authority,  that, (a) as to which there is a reasonable possibility
of an adverse determination and that, if adversely determined,  could reasonably
be  expected  to have a  Material  Adverse  Effect;  or (b) which  question  the
validity of this Credit  Agreement  or any of the other Loan  Documents,  or any
action taken or to be taken pursuant hereto or thereto.

     7.8. Compliance with Other Instruments, Laws, etc. Neither the Borrower nor
any of its  Subsidiaries  is in  violation  of any  provision  of its  Governing
Documents, or any agreement or instrument to which it may be subject or by which
it or  any of its  properties  may be  bound  or any  decree,  order,  judgment,
statute, license, rule or regulation having applicability to it or them, in any
of the foregoing  cases in a manner that could  reasonably be expected to result
in a Material Adverse Effect.

     7.9.  Tax Status.  The Borrower  and its  Subsidiaries  has timely filed or
caused  to be filed all  federal,  state and  foreign  income  and all other tax
returns  and  reports  required  to have been filed and has paid or caused to be
paid all Taxes  (except Taxes which in the aggregate are not material in amounts
and the  failure to pay such Taxes  could not  reasonably  be expected to have a
Material Adverse Effect) required to have been paid by it, except Taxes that are
being  contested  in good  faith by  appropriate  proceedings  and for which the
Borrower or such Subsidiary, as applicable,  has set aside on its books adequate
reserves.

     7.10. No Event of Default.  No Default or Event of Default has occurred and
is continuing.

     7.11. Holding Company and Investment Company Acts. Neither the Borrower nor
any of its Subsidiaries is a "holding company",  or a "subsidiary  company" of a
"holding company",  or an "affiliate" of a "holding company",  as such terms are
defined  in  the  Public  Utility  Holding  Company  Act of  1935;  nor is it an
"investment company", or an "affiliated company" or a "principal underwriter" of
an "investment company", as such terms are defined in the Investment Company Act
of 1940.

     7.12.  ERISA.  Except as described on Schedule 7.12 hereto,  no ERISA Event
has occurred or is reasonably  expected to occur that,  when taken together with
all other such ERISA Events for which liability is reasonably expected to occur,
could  reasonably  be  expected  to  result in a  Material  Adverse  Effect.  In
addition, no liability to the PBGC

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<PAGE>


(other than required insurance  premiums,  all of which have been paid) has been
incurred by the  Borrower or any ERISA  Affiliate  with  respect to any Plan and
there has not been any ERISA  Reportable  Event (other than an ERISA  Reportable
Event as to which the  requirement  of thirty (30) days notice has been waived),
or any other event or condition which presents a material risk of termination of
any Plan by the PBGC.

     7.13. Use of Proceeds.

          7.13.1. Regulations U and X. No portion of any Loan is to be used, and
     no portion of any Letter of Credit is to be  obtained,  for the  purpose of
     purchasing  or carrying  any "margin  security"  or "margin  stock" as such
     terms  are used in  Regulations  U and X of the Board of  Governors  of the
     Federal Reserve System, 12 C.F.R. Parts 221 and 224.

          7.13.2. Ineligible Securities. No portion of the proceeds of any Loans
     is to be used,  and no portion  of any Letter of Credit is to be  obtained,
     for the purpose of knowingly  purchasing,  or providing  credit support for
     the  purchase of,  during the  underwriting  or placement  period or within
     thirty (30) days  thereafter,  any Ineligible  Securities  underwritten  or
     privately placed by a Financial Affiliate.

     7.14.  Environmental  Compliance.  Except  as set  forth on  Schedule  7.14
hereto,  and except with respect to any other matters that,  individually  or in
the aggregate,  could not reasonably be expected to result in a Material Adverse
Effect,  neither the Borrower nor any  Subsidiary  (a) has failed to comply with
any  applicable  Environmental  Law or to obtain,  maintain  or comply  with any
permit,  license or other approval  required under any applicable  Environmental
Law; (b) has become  subject to any  Environmental  Liability;  (c) has received
notice of any claim with respect to any Environmental Liability, or (d) knows of
any basis for any Environmental Liability.

     7.15. Subsidiaries,  etc. Schedule 7.15 sets forth as of the Closing Date a
true and complete list of each  Subsidiary  of the  Borrower,  together with the
jurisdiction  of   incorporation/formation  of  each  such  Subsidiary,  and  an
indication  as to whether such  Subsidiary  is a Material  Worldwide  Subsidiary
and/or Material Domestic Subsidiary.

     7.16.  Disclosure.  Neither this Credit Agreement nor any of the other Loan
Documents  contains any untrue  statement of a material fact or omits to state a
material fact (known to the Borrower or any of its  Subsidiaries  in the case of
any document or  information  not  furnished  by it or any of its  Subsidiaries)
necessary in order to make the statements  herein or therein,  taken as a whole,
not  misleading in any material  respect,  in light of the  circumstances  under
which statements were made or such information was provided.

                            8. AFFIRMATIVE COVENANTS.

     The  Borrower  covenants  and  agrees  that,  so long as any  Loan,  Unpaid
Reimbursement Obligation,  Letter of Credit or Note is outstanding or any Lender
has

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any  obligation  to make any Loans or the Issuing  Lender has any  obligation to
issue, extend or renew any Letters of Credit:

     8.1. Punctual  Payment.  The Borrower will duly and punctually pay or cause
to  be  paid  the  principal  and  interest  on  the  Loans,  all  Reimbursement
Obligations,  the Letter of Credit Fees, the commitment fees, the Administrative
Agent's fee and all other amounts  provided for in this Credit Agreement and the
other Loan  Documents  to which the  Borrower  or any of its  Subsidiaries  is a
party,  all in accordance with the terms of this Credit Agreement and such other
Loan Documents.

     8.2.  Records and Accounts.  The Borrower will keep,  and cause each of its
Subsidiaries  to keep,  true and accurate  records and books of account in which
full, true and correct entries will be made in accordance with GAAP.

     8.3. Financial Statements,  Certificates and Information. The Borrower will
deliver to each of the Lenders:

          (a) within one  hundred  five (105) days after the end of each  fiscal
     year of the Borrower,  the  consolidated  balance sheet of the Borrower and
     its  Subsidiaries as at the end of such year, and the related  consolidated
     statement of income and consolidated  statement of cash flow for such year,
     each setting forth in comparative  form the figures for the previous fiscal
     year and all  such  consolidated  statements  to be in  reasonable  detail,
     prepared  in  accordance  with  GAAP,  all  certified  and  reported  on by
     PricewaterhouseCoopers,  LLP or other  independent  public  accountants  of
     recognized   national   standing,   without  a  "going   concern"  or  like
     qualification  or  exception  as to the scope of such audit,  to the effect
     that such consolidated  financial statements present fairly in all material
     respects the financial  condition and results of operations of the Borrower
     and its  Subsidiaries  on a  consolidated  basis in  accordance  with  GAAP
     consistently applied;

          (b) within  sixty  (60) days after the end of each of the first  three
     fiscal  quarters  of the  Borrower,  copies of the  unaudited  consolidated
     balance  sheet of the Borrower and its  Subsidiaries  as at the end of such
     quarter, and the related consolidated  statement of income and consolidated
     statement of cash flow for the portion of the  Borrower's  fiscal year then
     elapsed,  all in reasonable  detail and prepared in  accordance  with GAAP,
     together  with a  certification  by the  principal  financial or accounting
     officer of the Borrower that the  information  contained in such  financial
     statements  fairly presents the financial  position of the Borrower and its
     Subsidiaries on the date thereof (subject to year-end adjustments);

          (c)  simultaneously  with the  delivery  of the  financial  statements
     referred to in subsections (a) and (b) above, a statement  certified by the
     principal  financial or accounting officer of the Borrower in substantially
     the form of Exhibit D hereto (a "Compliance Certificate") and setting forth
     in reasonable detail computations  evidencing compliance with the covenants
     contained   in   Sections   9.1,   9.5.2,   and  10  and  (if   applicable)
     reconciliations to reflect changes in GAAP since the Balance Sheet Date;

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<PAGE>


          (d) promptly  after the filing or mailing  thereof,  copies of all S-3
     registration  statements  (other than the exhibits  thereto) and reports on
     Forms 10-K and 10-Q which the  Borrower has filed with the  Securities  and
     Exchange Commission; and

          (f) from  time to time  such  other  financial  data  and  information
     regarding the operations,  business affairs and financial  condition of the
     Borrower  or any of its  Subsidiaries  as the  Administrative  Agent or any
     Lender may reasonably request.

     8.4. Notices.

          8.4.1.  Defaults. The Borrower will promptly notify the Administrative
     Agent and each of the Lenders in writing of the  occurrence  of any Default
     or  Event of  Default,  together  with a  reasonably  detailed  description
     thereof,  and the  actions  the  Borrower  proposes  to take  with  respect
     thereto.

          8.4.2.  Notification  of Claim  against  Assets.  The  Borrower  will,
     immediately upon becoming aware thereof,  notify the  Administrative  Agent
     and each of the Lenders in writing of any setoff,  claims (including,  with
     respect to the Real Estate,  environmental  claims),  withholdings or other
     defenses  to which any of the  Borrower's  assets  are  subject if any such
     setoff, claim, withholding or other defense could reasonably be expected to
     have a Material Adverse Effect.

          8.4.3. Notice of Litigation and Judgments. The Borrower will, and will
     cause  each  of  its   Subsidiaries   to,   promptly  give  notice  to  the
     Administrative  Agent and each of the  Lenders  in writing of the filing or
     commencement of any action, suit or proceeding, whether at law or in equity
     or by or before any  Governmental  Authority,  against the  Borrower or any
     Subsidiary  thereof,  that,  if not cured,  or, that as to which there is a
     reasonable  possibility  of an  adverse  determination  and,  if  adversely
     determined, is reasonably likely to result in a Material Adverse Effect.

          8.4.4.  Notice of ERISA Event.  The Borrower will, and will cause each
     of its Subsidiaries to, give notice to the Administrative Agent and each of
     the Lenders in writing  following  the  occurrence of any ERISA Event that,
     alone or together  with any other ERISA  Events that have  occurred,  could
     reasonably  be  expected to result in  liability  of the  Borrower  and its
     Subsidiaries in an aggregate amount exceeding $50,000,000.

     8.5. Legal  Existence;  Maintenance of Properties.  The Borrower will do or
cause to be done all things  necessary  to  preserve  and keep in full force and
effect its legal  existence,  rights and  franchises  and,  except as  expressly
permitted by Section 9.5 hereof,  those of its  Subsidiaries.  It (a) will cause
all of its properties and those of its Subsidiaries used

                                       64
<PAGE>


or useful in the conduct of its business or the business of its  Subsidiaries to
be maintained and kept in good condition,  repair and working order and supplied
with  all  necessary  equipment,  and  (b)  will,  and  will  cause  each of its
Subsidiaries to, continue to engage primarily in the businesses now conducted by
them and in related businesses;  provided that nothing in this Section 8.5 shall
prevent the Borrower from  discontinuing the operation and maintenance of any of
its properties or any of those of its Subsidiaries if such discontinuance is, in
the judgment of the Borrower,  desirable in the conduct of its or their business
and that do not in the aggregate have a Material Adverse Effect.

     8.6. Insurance.  The Borrower will, and will cause each of its Subsidiaries
to,  maintain with  financially  sound and  reputable  insurers  insurance  with
respect to its properties and business against such casualties and contingencies
as shall be in accordance  with the general  practices of businesses  engaged in
similar activities in similar  geographic areas and in amounts,  containing such
terms, in such forms and for such periods as may be reasonable and prudent.

     8.7. Taxes.  The Borrower will, and will cause each of its Subsidiaries to,
duly pay and discharge,  or cause to be paid and  discharged,  all Taxes imposed
upon it and its  properties,  as well as all  claims for  labor,  materials,  or
supplies  that if unpaid  might by law  become a Lien or charge  upon any of its
property,  in each case,  that if not paid, is reasonably  likely to result in a
Material  Adverse Effect before the same shall become  delinquent or in default,
except where (a) the validity or amount thereof shall  currently be contested in
good faith by appropriate  proceedings,  and (b) the Borrower or such Subsidiary
shall  have set aside on its  books  adequate  reserves  with  respect  thereto;
provided  however that the Borrower and each Subsidiary of the Borrower will pay
all such Taxes,  charges,  levies or claims  forthwith upon the  commencement of
proceedings to foreclose any Lien that may have attached as security therefor to
the extent the  foreclosing of such Lien could  reasonably be expected to have a
Material Adverse Effect.

     8.8. Inspection of Properties and Books, etc.

          8.8.1.  General.  The Borrower  shall permit the Lenders,  through the
     Administrative   Agent   or   any   of  the   Lenders'   other   designated
     representatives, to visit and inspect any of the properties of the Borrower
     or any of its Subsidiaries, to examine the books of account of the Borrower
     and its Subsidiaries  (and to make copies thereof and extracts  therefrom),
     and to discuss the  affairs,  finances and accounts of the Borrower and its
     Subsidiaries  with,  and to be  advised  as to the same by,  its and  their
     officers,  all at such  reasonable  times and intervals and during  regular
     business  hours and, so long as no Default or Event of Default has occurred
     and is continuing, upon such reasonable prior notice, as the Administrative
     Agent or any Lender may reasonably request, provided, that the Borrower and
     its Subsidiaries may place reasonable limits on access to information which
     is  proprietary  or  constitutes  trade  secrets and need not  disclose any
     information  if such  disclosure  would be prohibited by a  confidentiality
     agreement  entered  into by the  Borrower  or such  Subsidiary  on an arm's
     length basis and in good faith.

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<PAGE>


          8.8.2.  Communications with Accountants.  Upon prior written notice to
     the Borrower and the consent of the Borrower, the Administrative Agent and,
     if accompanied by the Administrative Agent, the Lenders, shall be permitted
     to communicate  directly with the Borrower's  independent  certified public
     accountants.

     8.9. Compliance with Laws, Contracts,  Licenses,  and Permits. The Borrower
will,  and will cause each of its  Subsidiaries  to, comply with the  applicable
laws, rules,  regulations and orders of any Governmental Authority applicable to
it or its properties, including all Environmental Laws, except where the failure
to do so,  individually or in the aggregate,  is not reasonably likely to result
in a Material Adverse Effect.

     8.10. Use of Proceeds.  The Borrower will use the proceeds of the Loans and
obtain  Letters of Credit  solely for  working  capital  and  general  corporate
purposes.

     8.11. New Guarantors. The Borrower will (a) notify the Administrative Agent
and each of the Lenders in writing of the creation,  acquisition or existence of
any Material  Domestic  Subsidiary  within one hundred  twenty (120) days of its
creation,  acquisition  or  existence  and  (b)  cause  each  Material  Domestic
Subsidiary created,  acquired or otherwise existing on or after the Closing Date
to,  within  forty five (45) days  after  delivering  such  notice  required  by
subparagraph  (a)  above,  become a  Guarantor  hereunder  and shall  cause such
Subsidiary to execute and deliver to the  Administrative  Agent, for the benefit
of the Administrative  Agent and the Lenders, a Guaranty and certified copies of
such Subsidiary's Governing Documents,  together with legal opinions in form and
substance  satisfactory to the Administrative Agent opining as to authorization,
validity and enforceability of such Guaranty.

     8.12.  Further  Assurances.  The Borrower  will, and will cause each of its
Domestic  Subsidiaries  to,  cooperate  with the Lenders and the  Administrative
Agent and execute such further  instruments and documents as the  Administrative
Agent shall  reasonably  request to carry out the  transactions  contemplated by
this Credit Agreement and the other Loan Documents.

                         9. CERTAIN NEGATIVE COVENANTS.

     The  Borrower  covenants  and  agrees  that,  so long as any  Loan,  Unpaid
Reimbursement Obligation,  Letter of Credit or Note is outstanding or any Lender
has any obligation to make any Loans or the Issuing  Lender has any  obligations
to issue, extend or renew any Letters of Credit:

     9.1.  Restrictions  on  Indebtedness:  The Borrower  will not, and will not
permit any of its Subsidiaries  to, create,  incur,  assume,  guarantee or be or
remain liable, contingently or otherwise, with respect to any Indebtedness other
than,  so long as no Default or Event of Default has occurred and is  continuing
or would exist as a result thereof:

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<PAGE>


          (a) Indebtedness to the Lenders and the  Administrative  Agent arising
     under any of the Loan Documents;

          (b) endorsements for collection, deposit or negotiation and warranties
     of products or services,  in each case  incurred in the ordinary  course of
     business;

          (c) Indebtedness in respect of the Permitted Receivables Financing ;

          (d) Indebtedness  existing on the date hereof and listed and described
     on Schedule 9.1 hereto and any extensions, renewals and replacements of any
     such  Indebtedness  that do not increase the outstanding  principal  amount
     thereof  (together with any premium paid thereon and  reasonable  costs and
     expenses incurred with respect thereto);

          (e)  Indebtedness  of a  Subsidiary  of the  Borrower  (other than the
     Permitted  Receivables Vehicle) to the Borrower or any other Subsidiary and
     Indebtedness of the Borrower to any Subsidiary;

          (f)  the  Subordinated  Debt,  including,   without  limitation,   the
     Indebtedness  of  any  Permitted   Receivables   Vehicle  to  the  Borrower
     consisting of the deferred purchase price of such receivables sold pursuant
     to the Permitted Receivables Financing and evidenced by a deferred purchase
     price  promissory  note  from such  Permitted  Receivables  Vehicle  to the
     Borrower;

          (g) unsecured  Indebtedness of the  Subsidiaries of the Borrower which
     is not otherwise permitted hereunder, provided the aggregate amount of such
     Indebtedness  shall  not  exceed  at any time an  amount  which is equal to
     fifteen percent (15%) of the Borrower's Consolidated Tangible Assets at any
     time; and

          (h) secured  Indebtedness  of the Borrower or any of its  Subsidiaries
     which is not otherwise permitted  hereunder,  provided the aggregate amount
     of such Indebtedness  shall not exceed at any time an amount which is equal
     to fifteen percent (15%) of the Borrower's  Consolidated Tangible Assets at
     any time; and

          (i)  unsecured  Indebtedness  of the Borrower  which is not  otherwise
     permitted  hereunder,  provided  both before and after giving effect to the
     incurrence  of such  Indebtedness  the Borrower is in  compliance  with its
     covenants contained in this Credit Agreement.

     9.2. Restrictions on Liens.

          9.2.1. Permitted Liens. The Borrower will not, and will not permit any
     of its Subsidiaries to, create or incur or suffer to be created or incurred
     or to exist any Lien upon any of its  property  or assets of any  character
     whether  now owned or  hereafter  acquired,  or upon the  income or profits
     therefrom  or  assign  or  sell  any  income  or  revenues  (including  the
     assignment of the right to  collections  or other  payments on any accounts
     receivable,  but  excluding the actual sale by the Borrower or a Subsidiary
     of

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<PAGE>


     accounts  receivable of the Borrower or such Subsidiary without recourse to
     the Borrower or such  Subsidiary  to a Person which is not an Affiliate) or
     rights in respect of any thereof;  provided that the Borrower or any of its
     Subsidiaries  may create or incur or suffer to be created or incurred or to
     exist,  so long as no  Default  or Event of  Default  has  occurred  and is
     continuing or would exist as a result thereof:

               (i) Liens in favor of the  Borrower  on all or part of the assets
          of  Subsidiaries  of  the  Borrower  securing  Indebtedness  owing  by
          Subsidiaries of the Borrower to the Borrower;

               (ii)  Liens to secure  taxes,  assessments  and other  government
          charges  in  respect  of  obligations  not  overdue or which are being
          contested in compliance with Section 8.7 hereof or Liens on properties
          to secure  claims  for  labor,  material  or  supplies  in  respect of
          obligations not overdue;

               (iii)  deposits or pledges made in connection  with, or to secure
          payment of, workmen's compensation,  unemployment  insurance,  old age
          pensions or other social security obligations;

               (iv) Liens on  properties  in respect of judgments or awards that
          have been in force for less than the  applicable  period for taking an
          appeal so long as execution is not levied  thereunder or in respect of
          which the Borrower or such Subsidiary  shall at the time in good faith
          be prosecuting  an appeal or proceedings  for review and in respect of
          which a stay of execution shall have been obtained pending such appeal
          or review;

               (v) Liens of carriers,  warehousemen,  mechanics and materialmen,
          and other like Liens on properties  arising in the ordinary  course of
          business  and securing  obligations  that are not overdue by more than
          sixty (60) days or are being  contested in compliance with Section 8.7
          hereof;

               (vi) encumbrances on Real Estate consisting of easements,  rights
          of way, zoning restrictions,  restrictions on the use of real property
          and defects and  irregularities  in the title  thereto,  landlord's or
          lessor's liens and other minor Liens, provided that none of such Liens
          (A) interferes materially with the use of the property affected in the
          ordinary conduct of the business of the Borrower and its Subsidiaries,
          and (B)  individually  or in the  aggregate  have a  Material  Adverse
          Effect;

               (vii)  Liens  existing  on the date hereof and listed on Schedule
          9.2 hereto;

               (viii) Liens to secure Indebtedness permitted by Section 9.1(h);

               (ix) deposits to secure the performance of bids, trade contracts,
          leases,  statutory obligations,  surety and appeal bonds,  performance
          bonds  and other  obligations  of a like  nature,  in each case in the
          ordinary course of business;

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<PAGE>


               (x) Liens in favor of customs and revenues authorities arising in
          the  ordinary  course  of  business  and as a matter  of law to secure
          payment of customs duties in connection with the importation of goods;

               (xi) Liens that may be deemed to arise  pursuant to the Permitted
          Receivables Financing;

               (xii)  Liens  existing  in  accordance   with  the   Indebtedness
          permitted by Section  9.1(d)  hereof  securing  permitted  extensions,
          refundings and refinancings of the Indebtedness provided for therein;

               (xiii)  Liens  consisting  of the  interests of a Person under an
          operating lease;

               (xiv)  Liens  consisting  of any rights  retained  by a seller or
          shipper  of goods in such goods  prior to receipt of payment  therefor
          during  the  shipment  of such goods from the seller to the buyer (but
          which rights are terminated upon the buyer  accepting  receipt of such
          goods);

               (xv)  to  the  extent  the  transferring  of  an  interest  in an
          equipment  lease or service or use  agreement  is  considered  a Lien,
          Liens arising in connection with the Borrower's managed print services
          or equipment leasing programs pursuant to which the Borrower transfers
          certain of its interests under specified  equipment  leases or service
          or use agreements to an unaffiliated Person but retains certain rights
          to get paid for  services to be provided by the Borrower to the lessee
          thereunder for supplies to be used in and servicing of such equipment;
          and

               (xvi) Liens arising in the ordinary  course of business which (1)
          do  not  secure  Indebtedness,  (2) do not  secure  obligations  in an
          aggregate amount exceeding $25,000,000 and (3) do not in the aggregate
          materially  detract  from the value of the assets of the  Borrower and
          its Subsidiaries or materially impair the use thereof in the operation
          of their respective businesses.

          9.2.2. Restrictions on Negative Pledges and Upstream Limitations.  The
     Borrower will not, nor will it permit any of its  Subsidiaries to (a) enter
     into or permit to exist any arrangement or agreement  (excluding the Credit
     Agreement  and the other  Loan  Documents)  which  directly  or  indirectly
     prohibits the Borrower or any of its Subsidiaries  from creating,  assuming
     or incurring any Lien upon its  properties,  revenues or assets or those of
     any of its Subsidiaries  whether now owned or hereafter acquired (provided,
     for the  avoidance  of doubt,  the  parties  hereto  hereby  agree that any
     requirement  in any  arrangement  or agreement with a Person which provides
     that  neither  the  Borrower  nor any  Subsidiary  will incur a Lien on its
     assets to secure  Indebtedness  without making  provision for securing such
     Person's  Indebtedness  equally and ratably (for Indebtedness which is pari
     passu with such Person's Indebtedness) or senior (for Indebtedness which is
     subordinated  to such  Person's  Indebtedness)  shall not be  considered  a
     prohibition  hereunder),  or (b)  enter  into any  agreement,  contract  or
     arrangement  (excluding the Credit  Agreement and

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<PAGE>


     the other Loan Documents)  restricting the ability of any Subsidiary of the
     Borrower to pay or make dividends or  distributions  in cash or kind to the
     Borrower, to make loans, advances or other payments of whatsoever nature to
     the Borrower,  or to make transfers or  distributions of all or any part of
     its assets to the  Borrower;  in each case other than (i)  restrictions  on
     specific  assets  which assets are the subject of purchase  money  security
     interests to the extent  permitted  under  Section  9.2.1,  (ii)  customary
     anti-assignment  provisions  contained in leases and  licensing  agreements
     entered into by the Borrower or such  Subsidiary in the ordinary  course of
     its business;  (iii)  restrictions and conditions imposed by law or by this
     Credit Agreement;  (iv) restrictions and conditions existing on the Closing
     Date and  identified in Schedule 9.2.2 hereof;  (v) customary  restrictions
     and conditions contained in agreements relating to the sale of a Subsidiary
     pending such sale; (vi)  restrictions and conditions  imposed by any Person
     providing  the  Indebtedness  permitted  by Section  9.1(h)  hereof if such
     restrictions  or conditions  apply only to the property or assets  securing
     such  Indebtedness;  (vii)  restrictions  and  conditions  imposed  under a
     Permitted Receivables Financing;  (viii) any restrictions on the ability of
     any  Subsidiary  to make or repay loans or advances to the  Borrower or any
     other Subsidiary or to transfer  property to the Borrower or any Subsidiary
     or to guaranty  Indebtedness of the Borrower or any Subsidiary contained in
     the subordination  provisions of any Subordinated Debt permitted hereunder;
     and (ix)  restrictions  and conditions  existing in any Indebtedness of any
     Person that becomes a Subsidiary  after the date hereof,  provided that (A)
     such  Indebtedness  exists at the time such Person becomes a Subsidiary and
     is not  created  in  contemplation  of or in  connection  with such  Person
     becoming  a  Subsidiary  and  (B) the  aggregate  principal  amount  of all
     Indebtedness  described in this clause (ix) shall not exceed $25,000,000 at
     any time outstanding.

     9.3.  Investments.  The  Borrower  will not, and will not permit any of its
Subsidiaries to, make or permit to exist or to remain outstanding any investment
(which  shall  include  any  expenditure  made  or  liability  incurred  for the
acquisition  of  stock or  Indebtedness  of,  or for  loans,  advances,  capital
contributions  or transfers of property to, or in respect of any  guarantees  or
obligations of, any Person) if, either before or after any investment is made or
remains  outstanding  any  Default  or  Event of  Default  has  occurred  and is
continuing or would exist as a result thereof  (including,  without  limitation,
any Default or Event of Default  which would arise as a result of a violation of
Section 9.5.1(c)(ii) hereof).

     9.4.  Restricted  Payments.  The  Borrower  will not  make  any  Restricted
Payments  except that,  so long as no Default or Event of Default then exists or
would result from such payment, the Borrower may make Distributions.

     9.5. Merger, Consolidation and Disposition of Assets.

          9.5.1.  Mergers and Acquisitions.  The Borrower will not, and will not
     permit  any  of  its  Subsidiaries  to,  become  a  party  to  any  merger,
     amalgamation or consolidation,  or agree to or effect any asset acquisition
     or stock acquisition  (other than the acquisition of assets in the ordinary
     course of business consistent

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<PAGE>


     with past practices)  except (a) the merger or consolidation of one or more
     of the  Subsidiaries  of the Borrower with and into the  Borrower,  (b) the
     merger or consolidation of two or more Subsidiaries of the Borrower and (c)
     any  merger or asset or stock  acquisition  by the  Borrower  or any of its
     Subsidiaries of Persons (or, in the case of an asset acquisition, assets of
     a Person) (each, a "Permitted Acquisition") so long as (i) both immediately
     prior to and after giving effect to such Permitted Acquisition,  no Default
     or Event of Default  has  occurred  and is  continuing  or would exist as a
     result   thereof;   (ii)  not  less  than  seventy  percent  (70%)  of  the
     consolidated  revenues of the  Borrower and its  Subsidiaries  shall derive
     from businesses that are  substantially  similar to those engaged in on the
     Closing  Date;  (iii) the board of directors and (if required by applicable
     law) the shareholders,  or the equivalent  thereof, of each of the Borrower
     or the  applicable  Subsidiary  and the Person to be acquired  has approved
     such merger,  consolidation or acquisition and (iv) in the case of a merger
     or  consolidation  involving  the  Borrower,  the Borrower is the surviving
     entity of such merger and/or consolidation.

          9.5.2.  Disposition  of Assets.  The  Borrower  will not, and will not
     permit any of its  Subsidiaries to, become a party to or agree to or effect
     any  disposition  of  assets,  other  than (a) the sale of  inventory,  the
     licensing of intellectual  property and the disposition of obsolete assets,
     in each  case in the  ordinary  course  of  business  consistent  with past
     practices;  (b) sale by the Borrower or a Permitted  Receivables Vehicle of
     its accounts receivable pursuant to a Permitted Receivables Financing;  (c)
     the sale or other  disposition  of those assets set forth on Schedule 9.5.2
     hereto;  (d) the sale or other  disposition  of assets by one Subsidiary to
     another  Subsidiary;  and (e) any other  Asset Sale so long as the value of
     all assets sold pursuant to this Section  9.5.2(e)  during the term of this
     Credit Agreement does not exceed, in the aggregate, twenty percent (20%) of
     the  Borrower's  Consolidated  Tangible  Assets as of the date of each such
     sale.

     9.6. Business Activities. The Borrower will not, and will not permit any of
its  Subsidiaries  to,  engage  in  businesses  other  than  primarily  in those
businesses now conducted by them and in related  businesses and those businesses
permitted to be acquired pursuant to Section 9.5.1. hereof.

     9.7.  Transactions  with  Affiliates.  The Borrower  will not, and will not
permit any of its  Subsidiaries to, engage in any transaction with any Affiliate
(other than for services as employees,  officers and  directors),  including any
contract,  agreement  or  other  arrangement  providing  for the  furnishing  of
services to or by, providing for rental of real or personal property to or from,
or  otherwise  requiring  payments  to or from any  such  Affiliate  or,  to the
knowledge of the Borrower, any corporation,  partnership,  trust or other entity
in  which  any such  Affiliate  has a  substantial  interest  or is an  officer,
director,  trustee or partner, on terms more favorable to such Person than would
have been obtainable on an arm's-length basis in the ordinary course of business
if such  transaction  could  reasonably  be expected to have a material  adverse
effect  on the  business,  assets,  operations  or  financial  condition  of the
Borrower or such Subsidiary,  or the ability of the Borrower or any Guarantor to
perform any of its material  obligations

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<PAGE>


under this Credit Agreement or any of the other Loan Documents, or the rights of
or benefits available to the Lenders under this Credit Agreement.

     9.8. Hedging Agreements.  The Borrower will not, and will not permit any of
its  Subsidiaries  to,  enter into any  Hedging  Agreement,  other than  Hedging
Agreements  entered into to hedge or mitigate risks to which the Borrower or any
Subsidiary  is exposed in the conduct of its business or the  management  of its
liabilities.

                            10. FINANCIAL COVENANTS.

     The  Borrower  covenants  and  agrees  that,  so long as any  Loan,  Unpaid
Reimbursement Obligation,  Letter of Credit or Note is outstanding or any Lender
has any obligation to make any Loans or the Issuing Lender has any obligation to
issue, extend or renew any Letters of Credit:

     10.1.  Interest  Coverage.  The  Borrower  will not permit the ratio of (a)
Consolidated EBITDA for any Reference Period, to (b) Consolidated Total Interest
Expense for such period, to be less than 4.50:1.00 at any time.

     10.2. Leverage Ratio. The Borrower will not at any time permit the Leverage
Ratio to exceed 3.00:1.00.

                             11. CLOSING CONDITIONS.

     The obligations of the Lenders to make the initial  Revolving Credit Loans,
the Competitive Bid Loans, any Swingline Loan and of the Issuing Lender to issue
any  initial  Letters  of Credit  shall be subject  to the  satisfaction  of the
following conditions precedent:

     11.1.  Loan  Documents.  Each of the Loan  Documents  shall  have been duly
executed and delivered by the respective parties thereto, shall be in full force
and  effect  and  shall be in form  and  substance  satisfactory  to each of the
Lenders.  Each Lender  shall have  received a fully  executed  copy of each such
document.

     11.2.  Certified Copies of Governing  Documents.  Each of the Lenders shall
have received from the Borrower and each  Guarantor a copy,  certified by a duly
authorized  officer of such Person to be true and complete on the Closing  Date,
of each of its Governing Documents as in effect on such date of certification.

     11.3.  Corporate or Other Action. All corporate (or other) action necessary
for the valid  execution,  delivery and  performance by the Borrower and each of
the Guarantors of this Credit Agreement and the other Loan Documents to which it
is or is to  become a party  shall  have been duly and  effectively  taken,  and
evidence thereof satisfactory to the Lenders shall have been provided to each of
the Lenders.

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     11.4. Incumbency Certificate.  Each of the Lenders shall have received from
the  Borrower  and each  Guarantor an  incumbency  certificate,  dated as of the
Closing  Date,  signed by a duly  authorized  officer  of the  Borrower  or such
Subsidiary,  and  giving  the name and  bearing  a  specimen  signature  of each
individual  who shall be  authorized:  (a) to sign, in the name and on behalf of
each of the Borrower of such Guarantor,  each of the Loan Documents to which the
Borrower or such  Guarantor  is or is to become a party;  (b) in the case of the
Borrower,  to make  Loan  Requests,  and  Conversion  Requests  and to apply for
Letters  of Credit;  and (c) to give  notices  and to take  other  action on its
behalf under the Loan Documents.

     11.5. UCC Search Results.  The Administrative Agent shall have received the
results of UCC  searches  indicating  no Liens  other than  Permitted  Liens and
otherwise in form and substance satisfactory to the Administrative Agent.

     11.6.  Solvency  Certificate;  Insurance  Certificate.  Each of the Lenders
shall have  received an officer's  certificate  of the Borrower  dated as of the
Closing Date as to the solvency of the Borrower and its  Subsidiaries  following
the  consummation  of the  transactions  contemplated  herein  and in  form  and
substance  satisfactory to the Lenders,  as well as an officer's  certificate of
the Borrower  dated as of the Closing  Date  certifying  as to the  existence of
adequate insurance.

     11.7. Opinion of Counsel.  Each of the Lenders and the Administrative Agent
shall have received a favorable  legal opinion  addressed to the Lenders and the
Administrative  Agent,  dated as of the  Closing  Date,  in form  and  substance
satisfactory  to the  Lenders  and the  Administrative  Agent,  from the General
Counsel of the Borrower and its Subsidiaries.

     11.8.  Payment of Fees.  The Borrower shall have paid to the Lenders or the
Administrative Agent, as appropriate, the Fees pursuant to Sections 4.6 and 5.1.

     11.9.  Termination  Letter.  The  Administrative  Agent shall have received
evidence  satisfactory  to the  Administrative  Agent and the  Lenders  that all
commitments  under that certain  Credit  Agreement  dated as of January 27, 1998
among the Borrower,  certain  lenders  party thereto and JPMorgan  Chase Bank as
administrative  agent have been  terminated and all  obligations  thereunder (if
any) have been repaid in full.

                        12. CONDITIONS TO ALL BORROWINGS.

     The  obligations  of the Lenders to make any Loan,  including the Revolving
Credit  Loans,  the  Competitive  Bid Loans and any Swingline  Loan,  and of the
Issuing  Lender to issue,  extend or renew any  Letter of  Credit,  in each case
whether on or after the Closing Date,  shall also be subject to the satisfaction
of the following conditions precedent:

     12.1.   Representations   True;   No   Event  of   Default.   Each  of  the
representations  and  warranties  of any of the  Borrower  and its  Subsidiaries
contained in this Credit  Agreement  (other than those  contained in Section 7.5
hereof  and,  unless the  aggregate  amount of the  outstanding  Obligations  is
increasing  after  giving  effect  to the  making of any  requested  Loan or the
issuance of any Letter of Credit, Section 7.7 hereof) the other Loan

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<PAGE>


Documents  or  in  any  document  or  instrument  delivered  pursuant  to  or in
connection  with this Credit  Agreement shall be true as of the date as of which
they  were made and  shall  also be true at and as of the time of the  making of
such Loan or the issuance,  extension or renewal of such Letter of Credit,  with
the same  effect  as if made at and as of that  time  (except  to the  extent of
changes  resulting from  transactions  contemplated  or permitted by this Credit
Agreement  and the other Loan  Documents  and changes  occurring in the ordinary
course of business that singly or in the aggregate are not  materially  adverse,
and to the extent that such  representations  and warranties relate expressly to
an earlier  date) and no Default or Event of Default  shall have occurred and be
continuing.

     12.2.  No Legal  Impediment.  No change  shall have  occurred in any law or
regulations thereunder or interpretations thereof that in the reasonable opinion
of any  Lender  would make it  illegal  for such  Lender to make such Loan or to
participate in the issuance, extension or renewal of such Letter of Credit or in
the  reasonable  opinion of the  Issuing  Lender  would make it illegal  for the
Issuing Lender to issue, extend or renew such Letter of Credit.

     12.3.  Documents.  The  Borrower  shall  have  delivered,  or  caused to be
delivered,  to  the  Administrative  Agent,  all  documentation  required  to be
delivered hereunder.

                    13. EVENTS OF DEFAULT; ACCELERATION; ETC.

     13.1.  Events of Default and  Acceleration.  If any of the following events
("Events of Default") shall occur:

          (a) the Borrower  shall fail to pay any  principal of the Loans or any
     Reimbursement  Obligation  when  the same  shall  become  due and  payable,
     whether at the stated date of maturity or any accelerated  date of maturity
     or at any other date fixed for payment;

          (b) the  Borrower or any  Guarantor  shall fail to pay any interest on
     the Loans,  any Fees, or other sums due hereunder or under any of the other
     Loan  Documents  within  five (5) days after the same shall  become due and
     payable,  whether at the stated date of maturity or any accelerated date of
     maturity or at any other date fixed for payment;

          (c) the  Borrower  shall  fail to  comply  with  any of its  covenants
     contained in Sections 8.4.1, 8.10, 8.11, 9 or 10;

          (d) the Borrower or any of its Subsidiaries  shall fail to perform any
     term,  covenant or agreement  contained  herein or in any of the other Loan
     Documents  (other than those specified  elsewhere in this Section 13.1) for
     thirty (30) days after written notice of such failure has been given to the
     Borrower by the Administrative Agent;

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<PAGE>


          (e) any  representation  or  warranty  of the  Borrower  or any of its
     Subsidiaries in this Credit Agreement or any of the other Loan Documents or
     in any other document or instrument  delivered pursuant to or in connection
     with this Credit  Agreement  shall prove to have been false in any material
     respect upon the date when made or deemed to have been made or repeated;

          (f)  the  Borrower  or any of its  Subsidiaries  shall  fail to pay at
     maturity,  or within any  applicable  period of grace,  any  obligation for
     borrowed money or credit received or in respect of any Capitalized  Leases,
     in an amount in excess of  $50,000,000,  or fail to observe or perform  any
     material term, covenant or agreement contained in any agreement by which it
     is bound,  evidencing or securing  borrowed money or credit  received or in
     respect of any Capitalized  Leases,  in an amount in excess of $50,000,000,
     for such period of time as would permit (assuming the giving of appropriate
     notice if  required)  the holder or holders  thereof or of any  obligations
     issued thereunder to accelerate the maturity thereof, or any such holder or
     holders  shall rescind or shall have a right to rescind the purchase of any
     such obligations;

          (g) the Borrower or any of its Material  Worldwide  Subsidiaries shall
     make an assignment  for the benefit of  creditors,  or admit in writing its
     inability  to pay or  generally  fail to pay its  debts as they  mature  or
     become due, or shall petition or apply for the  appointment of a trustee or
     other  custodian,  liquidator  or  receiver  of the  Borrower or any of its
     Material Worldwide Subsidiaries or of any substantial part of the assets of
     the  Borrower  or any of  its  Material  Worldwide  Subsidiaries  or  shall
     commence  any case or other  proceeding  relating to the Borrower or any of
     its Material Worldwide  Subsidiaries under any bankruptcy,  reorganization,
     arrangement,  insolvency,  readjustment of debt, dissolution or liquidation
     or similar law of any  jurisdiction,  now or hereafter in effect,  or shall
     take any action to authorize or in furtherance of any of the foregoing,  or
     if any such  petition  or  application  shall be filed or any such  case or
     other  proceeding  shall be  commenced  against the  Borrower or any of its
     Material  Worldwide  Subsidiaries  and the  Borrower or any of its Material
     Worldwide Subsidiaries shall indicate its approval thereof, consent thereto
     or acquiescence therein or such petition or application shall not have been
     dismissed within sixty (60) days following the filing thereof;

          (h) a  decree  or  order  is  entered  appointing  any  such  trustee,
     custodian,  liquidator or receiver or  adjudicating  the Borrower or any of
     its Material Worldwide  Subsidiaries bankrupt or insolvent,  or approving a
     petition  in any such  case or other  proceeding,  or a decree or order for
     relief is  entered in respect of the  Borrower  or any  Material  Worldwide
     Subsidiary of the Borrower in an involuntary case under federal  bankruptcy
     laws as now or hereafter constituted;

          (i)  there  shall  remain  in  force,  undischarged,  unsatisfied  and
     unstayed,  for more than forty five (45) days,  whether or not consecutive,
     any final and  unappealable  judgment  against  the  Borrower or any of its
     Subsidiaries  that, with other outstanding  final judgments,  undischarged,
     against the  Borrower

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<PAGE>


     or any of its  Subsidiaries  which are not  otherwise  covered by insurance
     exceeds in the aggregate $50,000,000;

          (j) an ERISA Event  shall have  occurred  that,  in the opinion of the
     Required Lenders, when taken together with all other ERISA Events that have
     occurred,  could  reasonably  be expected  to result in a Material  Adverse
     Effect; or

          (k) a Change of Control shall occur;

then,  and in any  such  event,  so  long as the  same  may be  continuing,  the
Administrative Agent may, and upon the request of the Required Lenders shall, by
notice in writing to the Borrower declare all amounts owing with respect to this
Credit  Agreement,  the Notes and the other Loan Documents and all Reimbursement
Obligations to be, and they shall thereupon  forthwith  become,  immediately due
and payable without  presentment,  demand,  protest or other notice of any kind,
all of which are hereby expressly  waived by the Borrower;  provided that in the
event of any Event of Default specified in Sections 13.1(g) or 13.1(h), all such
amounts shall become  immediately due and payable  automatically and without any
requirement of notice from the Administrative Agent or any Lender.

     13.2.  Termination  of  Commitments.  If any one or more of the  Events  of
Default  specified in Section 13.1(g) or Section 13.1(h) shall occur, any unused
portion  of the  credit  hereunder  shall  forthwith  terminate  and each of the
Lenders  shall be  relieved  of all  further  obligations  to make  Loans to the
Borrower and the Issuing Lender shall be relieved of all further  obligations to
issue,  extend or renew  Letters of Credit.  If any other Event of Default shall
have  occurred and be  continuing,  the  Administrative  Agent may and, upon the
request of the Required Lenders, shall, by notice to the Borrower, terminate the
unused  portion of the credit  hereunder,  and upon such notice being given such
unused portion of the credit  hereunder shall terminate  immediately and each of
the Lenders shall be relieved of all further  obligations  to make Loans and the
Issuing Lender shall be relieved of all further  obligations to issue, extend or
renew Letters of Credit.  No termination of the credit  hereunder  shall relieve
the Borrower or any of its Subsidiaries of any of the Obligations.

     13.3. Remedies. In case any one or more of the Events of Default shall have
occurred  and  be  continuing,  and  whether  or  not  the  Lenders  shall  have
accelerated the maturity of the Loans pursuant to Section 13.1, each Lender,  if
owed any amount with respect to the Loans or the Reimbursement Obligations,  may
proceed to protect and  enforce  its rights by suit in equity,  action at law or
other  appropriate  proceeding,  whether  for the  specific  performance  of any
covenant or  agreement  contained  in this Credit  Agreement  and the other Loan
Documents or any instrument pursuant to which the Obligations to such Lender are
evidenced,  including  as permitted by  applicable  law the  obtaining of the ex
parte  appointment of a receiver,  and, if such amount shall have become due, by
declaration  or otherwise,  proceed to enforce the payment  thereof or any other
legal or equitable  right of such Lender.  No remedy herein  conferred  upon any
Lender or the Administrative Agent or the holder of any Note or purchaser of any
Letter of Credit  Participation  is intended to be exclusive of any other remedy
and each and every remedy shall be cumulative  and shall be in addition to every
other remedy given

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<PAGE>


hereunder or now or hereafter  existing at law or in equity or by statute or any
other provision of law.

     13.4. Distribution of Proceeds. In the event that, following the occurrence
or during the continuance of any Default or Event of Default, the Administrative
Agent or any Lender,  as the case may be, receives any monies in connection with
the enforcement of any of the Loan  Documents,  such monies shall be distributed
for application as follows:

          (a)  First,   to  the  payment  of,  or  (as  the  case  may  be)  the
     reimbursement  of  the  Administrative  Agent  for  or in  respect  of  all
     reasonable costs, expenses,  disbursements and losses which shall have been
     incurred or sustained by the  Administrative  Agent in connection  with the
     collection of such monies by the  Administrative  Agent,  for the exercise,
     protection or enforcement by the Administrative  Agent of all or any of the
     rights,  remedies,  powers and privileges of the Administrative Agent under
     this Credit  Agreement or any of the other Loan  Documents or in support of
     any provision of adequate indemnity to the Administrative Agent against any
     taxes or liens  which by law shall  have,  or may have,  priority  over the
     rights of the Administrative Agent to such monies;

          (b) Second,  to all other  Obligations  in such order or preference as
     the  Required   Lenders  may  determine;   provided,   however,   that  (i)
     distributions  shall be made (A) pari passu among  Obligations with respect
     to the  Administrative  Agent's Fee and all other  Obligations and (B) with
     respect to each type of Obligation owing to the Lenders,  such as interest,
     principal,  fees and  expenses,  among the Lenders  pro rata,  and (ii) the
     Administrative  Agent may in its discretion  make proper  allowance to take
     into account any Obligations not then due and payable;

          (c) Third,  upon payment and  satisfaction in full or other provisions
     for payment in full  satisfactory  to the  Lenders  and the  Administrative
     Agent of all of the Obligations, to the payment of any obligations required
     to be paid pursuant to Section 9-608(a)(1)(C) or 9-615(a)(3) of the Uniform
     Commercial Code of the State of New York; and

          (d) Fourth,  the excess,  if any, shall be returned to the Borrower or
     to such other Persons as are entitled thereto.

     13.5.  Judgment Currency.  If, for the purpose of obtaining judgment in any
court or  obtaining  an order  enforcing a  judgment,  it becomes  necessary  to
convert  any amount due under this Credit  Agreement  in Dollars or in any other
currency (hereinafter in this Section 13.5 called the "first currency") into any
other currency  (hereinafter in this Section 13.5 called the "second currency"),
then the  conversion  shall be made at the  Administrative  Agent's spot rate of
exchange for buying the first  currency with the second  currency  prevailing at
the Administrative  Agent's close of business on the Business Day next preceding
the day on which  the  judgment  is  given or (as the case may be) the  order is
made.  Any payment made to the  Administrative  Agent or any Lender  pursuant to
this Credit Agreement in the second currency shall constitute a discharge of the
obligations of the

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<PAGE>


Borrower  to pay  to  the  Administrative  Agent  and  the  Lenders  any  amount
originally due to the Administrative Agent and the Lenders in the first currency
under  this  Credit  Agreement  only to the  extent  of the  amount of the first
currency which the Administrative  Agent and each of the Lenders is able, on the
date of the receipt by it of such payment in any second  currency,  to purchase,
in accordance with the  Administrative  Agent's and such Lender's normal banking
procedures,  with the amount of such second currency so received.  If the amount
of  the  first  currency  falls  short  of  the  amount  originally  due  to the
Administrative  Agent and the  Lenders in the first  currency  under this Credit
Agreement,  the Borrower hereby agrees that it will indemnify the Administrative
Agent and each of the Lenders against and save the Administrative Agent and each
of the Lenders  harmless from any  shortfall so arising.  This  indemnity  shall
constitute an obligation of each such Borrower separate and independent from the
other  obligations  contained  in this  Credit  Agreement,  shall give rise to a
separate and  independent  cause of action and shall  continue in full force and
effect  notwithstanding  any judgment or order for a  liquidated  sum or sums in
respect  of amounts  due to the  Administrative  Agent or any Lender  under this
Credit  Agreement or under any such judgment or order.  Any such shortfall shall
be deemed to  constitute a loss  suffered by the  Administrative  Agent and each
such  Lender,  as the case may be, and the  Borrower  shall not be  entitled  to
require any proof or evidence of any actual loss. The covenant contained in this
Section 13.5 shall  survive the payment in full of all of the other  obligations
of the Borrower under this Credit Agreement.

                          14. THE ADMINISTRATIVE AGENT.

     14.1. Authorization.

          (a) The  Administrative  Agent is  authorized  to take such  action on
     behalf  of each of the  Lenders  and to  exercise  all such  powers  as are
     hereunder  and  under  any of the  other  Loan  Documents  and any  related
     documents delegated to the Administrative  Agent, together with such powers
     as  are   reasonably   incident   thereto,   provided  that  no  duties  or
     responsibilities  not expressly  assumed herein or therein shall be implied
     to have been assumed by the Administrative Agent.

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

          (c) As an independent  contractor empowered by the Lenders to exercise
     certain rights and perform  certain duties and  responsibilities  hereunder
     and  under  the  other  Loan  Documents,   the   Administrative   Agent  is
     nevertheless a "representative"  of the Lenders, as that term is defined in
     Article 1 of the Uniform  Commercial  Code, for purposes of actions for the
     benefit of the Lenders  and the

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<PAGE>


     Administrative Agent with respect to all collateral security and guaranties
     contemplated by the Loan Documents. Such actions include the designation of
     the Administrative Agent as "secured party", "mortgagee" or the like on all
     financing statements and other documents and instruments,  whether recorded
     or  otherwise,  relating  to  the  attachment,   perfection,   priority  or
     enforcement  of any  security  interests,  mortgages  or  deeds of trust in
     collateral security intended to secure the payment or performance of any of
     the Obligations,  all for the benefit of the Lenders and the Administrative
     Agent.

     14.2.  Employees and Administrative  Agents.  The Administrative  Agent may
exercise its powers and execute its duties by or through employees or agents and
shall be  entitled to take,  and to rely on,  advice of counsel  concerning  all
matters  pertaining to its rights and duties under this Credit Agreement and the
other Loan Documents.  The Administrative Agent may utilize the services of such
Persons  as the  Administrative  Agent in its  sole  discretion  may  reasonably
determine,  and all  reasonable  fees and expenses of any such  Persons,  to the
extent  otherwise  required  to be  paid  to the  Administrative  Agent  had the
Administrative  Agent  performed such duties and services,  shall be paid by the
Borrower.

     14.3.  No  Liability.  Neither  the  Administrative  Agent  nor  any of its
shareholders,  directors,  officers or employees nor any other Person  assisting
them in their duties nor any agent or employee thereof,  shall be liable for any
waiver,  consent or approval given or any action taken,  or omitted to be taken,
in good faith by it or them hereunder or under any of the other Loan  Documents,
or in connection  herewith or therewith,  or be responsible for the consequences
of any oversight or error of judgment whatsoever, except that the Administrative
Agent or such other Person,  as the case may be, may be liable for losses due to
its willful misconduct or gross negligence.

     14.4. No Representations.

          14.4.1. General. The Administrative Agent shall not be responsible for
     the execution or validity or enforceability  of this Credit Agreement,  the
     Notes,  the  Letters of  Credit,  any of the other  Loan  Documents  or any
     instrument at any time constituting, or intended to constitute,  collateral
     security for the Notes, or for the value of any such collateral security or
     for the  validity,  enforceability  or  collectability  of any such amounts
     owing  with  respect  to the  Notes,  or for any  recitals  or  statements,
     warranties  or  representations  made  herein or in any of the  other  Loan
     Documents or in any certificate or instrument  hereafter furnished to it by
     or on behalf of the  Borrower  or any of its  Subsidiaries,  or be bound to
     ascertain  or inquire as to the  performance  or  observance  of any of the
     terms,  conditions,  covenants or agreements herein or in any instrument at
     any time constituting,  or intended to constitute,  collateral security for
     the Notes or to  inspect  any of the  properties,  books or  records of the
     Borrower or any of its Subsidiaries.  The Administrative Agent shall not be
     bound to ascertain whether any notice, consent, waiver or request delivered
     to it by the  Borrower  or any  holder of any of the Notes  shall have been
     duly authorized or is true, accurate and complete. The Administrative Agent
     has not  made  nor does it now  make  any  representations  or  warranties,
     express or implied,  nor does it assume any

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<PAGE>


     liability  to the  Lenders,  with  respect  to  the  credit  worthiness  or
     financial  conditions  of the  Borrower  or any of its  Subsidiaries.  Each
     Lender  acknowledges  that it has,  independently and without reliance upon
     the  Administrative  Agent  or  any  other  Lender,  and  based  upon  such
     information and documents as it has deemed appropriate, made its own credit
     analysis and decision to enter into this Credit Agreement.

          14.4.2.  Closing  Documentation,  etc.  For  purposes  of  determining
     compliance  with the  conditions  set forth in Section 11, each Lender that
     has executed this Credit  Agreement  shall be deemed to have  consented to,
     approved or accepted,  or to be satisfied  with,  each  document and matter
     either sent, or made available,  by the Administrative Agent to such Lender
     for consent, approval,  acceptance or satisfaction,  or required thereunder
     to be to be consent to or approved by or acceptable or satisfactory to such
     Lender,  unless an  officer of the  Administrative  Agent  active  upon the
     Borrower's account shall have received notice from such Lender prior to the
     Closing Date specifying such Lender's  objection thereto and such objection
     shall not have been withdrawn by notice to the Administrative Agent to such
     effect on or prior to the Closing Date.

     14.5. Payments.

          14.5.1. Payments to Administrative Agent. A payment by the Borrower to
     the  Administrative  Agent hereunder or any of the other Loan Documents for
     the account of any Lender shall  constitute  a payment to such Lender.  The
     Administrative  Agent  agrees  promptly to  distribute  to each Lender such
     Lender's pro rata share of payments  received by the  Administrative  Agent
     for the  account of the  Lenders  except as  otherwise  expressly  provided
     herein or in any of the other Loan Documents.

          14.5.2. Distribution by Administrative Agent. If in the opinion of the
     Administrative  Agent the distribution of any amount received by it in such
     capacity  hereunder,  under  the  Notes  or  under  any of the  other  Loan
     Documents  might  involve  it in  liability,  it may  refrain  from  making
     distribution   until  its  right  to  make  distribution  shall  have  been
     adjudicated by a court of competent  jurisdiction.  If a court of competent
     jurisdiction  shall adjudge that any amount received and distributed by the
     Administrative  Agent  is to be  repaid,  each  Person  to  whom  any  such
     distribution  shall have been made shall either repay to the Administrative
     Agent its  proportionate  share of the amount so  adjudged  to be repaid or
     shall  pay over the same in such  manner  and to such  Persons  as shall be
     determined by such court.

          14.5.3.  Delinquent Lenders.  Notwithstanding anything to the contrary
     contained in this Credit Agreement or any of the other Loan Documents,  any
     Lender that fails (a) to make available to the Administrative Agent its pro
     rata share of any Loan or to purchase any Letter of Credit Participation or
     (b) to comply with the  provisions  of Section  16.1 with respect to making
     dispositions and arrangements  with the other Lenders,  where such Lender's
     share of any payment received, whether by setoff or otherwise, is in excess
     of its pro rata share of such

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     payments due and payable to all of the  Lenders,  in each case as, when and
     to the full extent  required by the  provisions  of this Credit  Agreement,
     shall be deemed  delinquent (a  "Delinquent  Lender") and shall be deemed a
     Delinquent  Lender  until such time as such  delinquency  is  satisfied.  A
     Delinquent Lender shall be deemed to have assigned any and all payments due
     to it from the Borrower,  whether on account of outstanding  Loans,  Unpaid
     Reimbursement  Obligations,  interest,  fees or otherwise, to the remaining
     nondelinquent   Lenders  for   application  to,  and  reduction  of,  their
     respective   pro  rata   shares  of  all   outstanding   Loans  and  Unpaid
     Reimbursement  Obligations.  The  Delinquent  Lender hereby  authorizes the
     Administrative  Agent to  distribute  such  payments  to the  nondelinquent
     Lenders  in  proportion  to  their   respective  pro  rata  shares  of  all
     outstanding Loans and Unpaid Reimbursement Obligations. A Delinquent Lender
     shall be deemed to have  satisfied in full a delinquency  when and if, as a
     result of application of the assigned payments to all outstanding Loans and
     Unpaid Reimbursement Obligations of the nondelinquent Lenders, the Lenders'
     respective   pro  rata   shares  of  all   outstanding   Loans  and  Unpaid
     Reimbursement  Obligations  have  returned  to those in effect  immediately
     prior to such  delinquency  and  without  giving  effect to the  nonpayment
     causing such delinquency.

     14.6.  Holders of Notes.  The  Administrative  Agent may deem and treat the
payee of any Note or the purchaser of any Letter of Credit  Participation as the
absolute owner or purchaser  thereof for all purposes hereof until it shall have
been furnished in writing with a different name by such payee or by a subsequent
holder, assignee or transferee.

     14.7.  Indemnity.  The Lenders  ratably  agree hereby to indemnify and hold
harmless the  Administrative  Agent and its affiliates  from and against any and
all  claims,  actions  and suits  (whether  groundless  or  otherwise),  losses,
damages,  costs,  expenses  (including any expenses for which the Administrative
Agent or such  affiliate has not been  reimbursed by the Borrower as required by
Section 16.2),  and liabilities of every nature and character  arising out of or
related to this Credit Agreement,  the Notes, or any of the other Loan Documents
or  the  transactions  contemplated  or  evidenced  hereby  or  thereby,  or the
Administrative  Agent's  actions taken  hereunder or  thereunder,  except to the
extent  that any of the same  shall be  directly  caused  by the  Administrative
Agent's willful misconduct or gross negligence.

     14.8.  Administrative  Agent as Lender. In its individual  capacity,  Fleet
shall have the same  obligations  and the same rights,  powers and privileges in
respect to its  Commitment and the Loans made by it, and as the holder of any of
the Notes and as the  purchaser  of any Letter of Credit  Participations,  as it
would have were it not also the Administrative Agent.

     14.9.  Resignation.  The  Administrative  Agent  may  resign at any time by
giving  sixty (60) days prior  written  notice  thereof to the  Lenders  and the
Borrower.  Upon any such resignation,  the Required Lenders shall have the right
to  appoint a  successor  Administrative  Agent.  Unless a  Default  or Event of
Default shall have occurred and be  continuing,  such  successor  Administrative
Agent  shall  be  reasonably   acceptable  to  the

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Borrower.  If no successor  Administrative Agent shall have been so appointed by
the Required Lenders and shall have accepted such appointment within thirty (30)
days after the retiring  Administrative Agent's giving of notice of resignation,
then the retiring Administrative Agent may, on behalf of the Lenders,  appoint a
successor  Administrative Agent, which shall be a financial institution having a
rating of not less than A or its  equivalent by S&P. Upon the  acceptance of any
appointment  as  Administrative  Agent  hereunder by a successor  Administrative
Agent, such successor Administrative Agent shall thereupon succeed to and become
vested  with all the  rights,  powers,  privileges  and  duties of the  retiring
Administrative Agent, and the retiring  Administrative Agent shall be discharged
from its duties and  obligations  hereunder.  After any retiring  Administrative
Agent's resignation,  the provisions of this Credit Agreement and the other Loan
Documents  shall  continue  in effect for its  benefit in respect of any actions
taken or omitted to be taken by it while it was acting as Administrative Agent.

     14.10.  Notification of Defaults and Events of Default.  Each Lender hereby
agrees that, upon learning of the existence of a Default or an Event of Default,
it shall promptly notify the  Administrative  Agent thereof.  The Administrative
Agent hereby  agrees that upon receipt of any notice under this Section 14.10 it
shall  promptly  notify the other  Lenders of the  existence  of such Default or
Event of Default.

                           15. SUCCESSORS AND ASSIGNS.

     15.1. General Conditions.  The provisions of this Credit 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 (a) to an Eligible
Assignee  in  accordance  with the  provisions  of Section  15.2,  (b) by way of
participation in accordance with the provisions of Section 15.4 or (c) by way of
pledge or  assignment  of a security  interest  subject to the  restrictions  of
Section 15.6 (and any other attempted assignment or transfer by any party hereto
shall be null and void). Nothing in this Credit 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  Section  15.4 and,  to the extent  expressly  contemplated
hereby, the Related Parties of each of the Administrative Agent and the Lenders)
any legal or equitable right,  remedy or claim under or by reason of this Credit
Agreement or any of the other Loan Documents.

     15.2.  Assignments.  Any  Lender  may at any  time  assign  to one or  more
Eligible  Assignees  all or a portion of its rights and  obligations  under this
Credit Agreement  (including all or a portion of its Commitment and the Loans at
the time owing to it);  provided that (a) 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 a Lender
Affiliate,  the  aggregate  amount of the  Commitment  (which  for this  purpose
includes Loans outstanding  thereunder) or, if the applicable  Commitment is not
then in effect, the principal  outstanding  balance of the Loan of the assigning
Lender subject to each such  assignment  (determined as of the date on which the
Assignment  and Acceptance  with respect to such  assignment is delivered

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to the  Administrative  Agent) shall not be less than $2,500,000  unless each of
the  Administrative  Agent and,  so long as no  Default or Event of Default  has
occurred and is continuing,  the Borrower  otherwise  consent (each such consent
not to be unreasonably  withheld or delayed);  (b) each partial assignment shall
be made as an assignment of a proportionate  part of all the assigning  Lender's
rights and obligations  under this Credit  Agreement with respect to the Loan or
the Commitment  assigned,  except that this clause (b) shall not apply to rights
in respect of Competitive Bid Loans;  (c) any assignment of a Commitment must be
approved by the  Administrative  Agent and the Issuing  Lender unless the Person
that is the proposed  assignee is itself a Lender with a Commitment  (whether or
not the proposed assignee would otherwise qualify as an Eligible Assignee);  and
(d)  the  parties  to  each   assignment   shall  execute  and  deliver  to  the
Administrative  Agent an Assignment and  Acceptance,  together with a processing
and recordation fee of $3,500, and the Eligible  Assignee,  if it shall not be a
Lender,   shall   deliver  to  the   Administrative   Agent  an   Administrative
Questionnaire. Subject to acceptance and recording thereof by the Administrative
Agent  pursuant to Section 15.3,  from and after the effective date specified in
each  Assignment and Acceptance,  the Eligible  Assignee  thereunder  shall be a
party to this Credit  Agreement  and, to the extent of the interest  assigned by
such Assignment and Acceptance have the rights and obligations of a Lender under
this Credit Agreement,  and the assigning Lender thereunder shall, to the extent
of the interest assigned by such Assignment and Acceptance, be released from its
obligations  under this Credit  Agreement (and, in the case of an Assignment and
Acceptance  covering all of the assigning  Lender's rights and obligations under
this Credit  Agreement,  such Lender shall cease to be a party hereto) but shall
continue to be entitled to the benefits of Sections  5.3.2,  5.7,  5.8, 5.10 and
16.3 with respect to facts and  circumstances  occurring  prior to the effective
date of such  assignment.  Any  assignment  or transfer by a Lender of rights or
obligations under this Credit Agreement that does not comply with this paragraph
shall be treated for purposes of this Credit  Agreement as a sale by such Lender
of a  participation  in such rights and  obligations in accordance  with Section
16.4.

     15.3. Register. 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  Acceptance  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 Credit Agreement, notwithstanding
notice to the contrary.  The Register  shall be available for  inspection by the
Borrower  and any  Lender,  at any  reasonable  time and from  time to time upon
reasonable prior notice.

     15.4.  Participations.  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)  (each, a  "Participant")  in all or a
portion of such Lender's rights and/or  obligations  under this Credit Agreement
(including  all or a portion of its  Commitment  and/or the Loans  owing to it);
provided that (a) such Lender's  obligations

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under this Credit Agreement shall remain unchanged, (b) such Lender shall remain
solely  responsible  to the other  parties  hereto for the  performance  of such
obligations  (c) 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 Credit  Agreement,  and (d) each
such  participation  shall be in an  amount  of not less  than  $2,500,000.  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
Credit  Agreement and to approve any  amendment,  modification  or waiver of any
provision of this Credit  Agreement;  provided that such agreement or instrument
may provide that such Lender will not,  without the consent of the  Participant,
agree to any amendment,  modification  or waiver that would reduce the principal
of or the interest rate on any Loans,  extend the term or increase the amount of
the  Commitment  of such  Lender as it relates to such  Participant,  reduce the
amount of any Commitment Fee or Letter of Credit Fees to which such  Participant
is entitled or extend any  regularly  scheduled  payment  date for  principal or
interest.  Subject to Section 15.5,  the Borrower  agrees that each  Participant
shall be entitled to the  benefits of Sections  5.3.2,  5.7, 5.8 and 5.10 to the
same extent as if it were a Lender and had acquired  its interest by  assignment
pursuant to Section 15.2. To the extent  permitted by law, each Participant also
shall be  entitled to the  benefits of Section  16.1 as though it were a Lender,
provided such Participant agrees to be subject to Section 16.1 as though it were
a Lender.

     15.5.  Payments to  Participants.  A  Participant  shall not be entitled to
receive  any  greater  payment  under  Sections  5.3.2,  5.7  and 5.8  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 Non-U.S.  Lender if it were a Lender  shall not be
entitled to the benefits of Section 5.3.2 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  5.3.3 as though it were a
Lender.

     15.6. Miscellaneous Assignment Provisions. A Lender may at any time grant a
security  interest  in all or  any  portion  of its  rights  under  this  Credit
Agreement to secure obligations of such Lender, including without limitation (a)
any pledge or  assignment  to secure  obligations  to any of the twelve  Federal
Reserve Banks  organized  under Section 4 of the Federal  Reserve Act, 12 U.S.C.
Section 341 and (b) with respect to any Lender that is a Fund,  to any lender or
any trustee for, or any other  representative of, holders of obligations owed or
securities issued by such Fund as security for such obligations or securities or
any institutional  custodian for such Fund or for such lender;  provided that no
such grant shall  release  such Lender  from any of its  obligations  hereunder,
provide any voting rights hereunder to the secured party thereof, substitute any
such  secured  party for such  Lender as a party  hereto or affect any rights or
obligations of the Borrower or Administrative Agent hereunder.

     15.7. Assignee or Participant Affiliated with the Borrower. If any assignee
Lender is an Affiliate of the Borrower, then any such assignee Lender shall have
no right to vote as a Lender  hereunder or under any of the other Loan Documents
for  purposes  of granting  consents  or waivers or for  purposes of agreeing to
amendments or other

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modifications to any of the Loan Documents or for purposes of making requests to
the  Administrative  Agent  pursuant to Section  13.1 or Section  13.2,  and the
determination  of the  Required  Lenders  shall for all  purposes of this Credit
Agreement and the other Loan  Documents be made without  regard to such assignee
Lender's  interest  in any of the  Loans or  Reimbursement  Obligations.  If any
Lender  sells a  participating  interest  in any of the  Loans or  Reimbursement
Obligations  to a  Participant,  and  such  Participant  is the  Borrower  or an
Affiliate of the Borrower, then such transferor Lender shall promptly notify the
Administrative  Agent of the sale of such  participation.  A  transferor  Lender
shall have no right to vote as a Lender hereunder or under any of the other Loan
Documents  for  purposes  of  granting  consents  or waivers or for  purposes of
agreeing to  amendments  or  modifications  to any of the Loan  Documents or for
purposes of making requests to the Administrative Agent pursuant to Section 13.1
or Section 13.2 to the extent that such  participation is beneficially  owned by
the Borrower or any  Affiliate of the  Borrower,  and the  determination  of the
Required  Lenders shall for all purposes of this Credit  Agreement and the other
Loan Documents be made without regard to the interest of such transferor  Lender
in the Loans or Reimbursement  Obligations to the extent of such  participation.
The  provisions  of this Section  16.7 shall not apply to an assignee  Lender or
participant  which is also a Lender on the Closing Date or to an assignee Lender
or participant  which has disclosed to the other Lenders that it is an Affiliate
of the Borrower and which, following such disclosure, has been excepted from the
provisions  of this  Section 16.7 in a writing  signed by the  Required  Lenders
determined  without regard to the interest of such assignee Lender or transferor
Lender,  to  the  extent  of  such  participation,  in  Loans  or  Reimbursement
Obligations.

     15.8. New Notes. Upon its receipt of an Assignment and Acceptance  executed
by the  parties  to such  assignment,  together  with each Note  subject to such
assignment,  the Administrative Agent shall (a) record the information contained
therein in the Register,  and (b) give prompt notice thereof to the Borrower and
the Lenders  (other than the  assigning  Lender).  Within five (5) Business Days
after receipt of such notice,  the Borrower,  at its own expense,  shall execute
and deliver to the Administrative  Agent, in exchange for each surrendered Note,
a new Note to the  order  of such  Assignee  in an  amount  equal to the  amount
assumed by such Assignee  pursuant to such Assignment and Acceptance and, if the
assigning Lender has retained some portion of its obligations  hereunder,  a new
Note to the  order of the  assigning  Lender in an  amount  equal to the  amount
retained  by  it  hereunder.   Such  new  Notes  shall  provide  that  they  are
replacements  for the  surrendered  Notes,  shall be in an  aggregate  principal
amount equal to the aggregate  principal amount of the surrendered  Notes, shall
be  dated  the  effective  date of such  Assignment  and  Acceptance  and  shall
otherwise be in  substantially  the form of the assigned Notes.  Within five (5)
days of issuance of any new Notes  pursuant to this Section  16.8,  the Borrower
shall  deliver  upon the request of the  assignee  Lender an opinion of counsel,
addressed  to the  Lenders  and the  Administrative  Agent,  relating to the due
authorization,  execution  and  delivery  of such new  Notes  and the  legality,
validity and binding effect thereof,  in form and substance  satisfactory to the
Lenders. The surrendered Notes shall be cancelled and returned to the Borrower.

     15.9.  Special Purpose  Funding  Vehicle.  Notwithstanding  anything to the
contrary  contained  in this  Section 15, any Lender (a  "Granting  Lender") may
grant to a special

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purpose funding vehicle (an "SPC") of such Granting  Lender,  identified as such
in  writing  from  time  to  time  delivered  by  the  Granting  Lender  to  the
Administrative Agent and the Borrower, the option to provide to the Borrower all
or any part of any Loan that such Granting  Lender would  otherwise be obligated
to make to the Borrower  pursuant to this Credit  Agreement,  provided  that (a)
nothing  herein shall  constitute a commitment  to make any Loan by any SPC, (b)
the  Granting  Bank's  obligations  under this  Credit  Agreement  shall  remain
unchanged,  (c) the Granting Lender should retain the sole right to enforce this
Credit  Agreement and to approve any  amendment,  modification  or waiver of any
provision of this Credit Agreement and (d) if an SPC elects not to exercise such
option or otherwise  fails to provide all or any part of such Loan, the Granting
Lender shall be obligated to make such Loan  pursuant to the terms  hereof.  The
making  of a Loan  by an SPC  hereunder  shall  utilize  the  Commitment  of the
Granting  Lender  to the same  extent,  and as if,  such  Loan  were made by the
Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for
any expense  reimbursement,  indemnity or similar payment  obligation under this
Credit  Agreement  (all  liability  for which  shall  remain  with the  Granting
Lender). In furtherance of the foregoing, each party hereto hereby agrees (which
agreement shall survive the termination of this Credit Agreement) that, prior to
the date that is one year and one day after the later of (i) the payment in full
of all outstanding senior  indebtedness of any SPC and (ii) the Revolving Credit
Loan A Maturity Date, or, as  applicable,  the Revolving  Credit Loan B Maturity
Date, it will not  institute  against,  or join any other person in  instituting
against,  such SPC any bankruptcy,  reorganization,  arrangement,  insolvency or
liquidation  proceedings  or  similar  proceedings  under the laws of the United
States of America or any State thereof. In addition, notwithstanding anything to
the contrary contained in this Section 15.9, any SPC may (A) with notice to, but
(except as specified  below) without the prior written  consent of, the Borrower
or the  Administrative  Agent and without  paying any  processing  fee therefor,
assign all or a portion of its interests in any Loans to its Granting  Lender or
to any financial institutions  (consented to by the Administrative Agent and, so
long as no Default or Event of  Default  has  occurred  and is  continuing,  the
Borrower,  which  consents  shall  not  be  unreasonably  withheld  or  delayed)
providing  liquidity and/or credit  facilities to or for the account of such SPC
to fund the Loans made by such SPC or to support the  securities (if any) issued
by such SPC to fund such  Loans and (B)  disclose  on a  confidential  basis any
non-public  information  relating to its Loans (other than financial  statements
referred  to in  Sections  7.4 or 8.3) to any rating  agency,  commercial  paper
dealer or provider of a surety,  guarantee or credit or liquidity enhancement to
such SPC. In no event shall the  Borrower be obligated to pay to an SPC that has
made a Loan any greater  amount than the Borrower  would have been  obligated to
pay under this Agreement if the Granting Lender had made such Loan. An amendment
to this Section 15.9 without the written  consent of an SPC shall be ineffective
insofar as it alters the rights and obligations of such SPC.

                     16. PROVISIONS OF GENERAL APPLICATIONS.

     16.1. Setoff.  Regardless of the adequacy of any collateral,  if any of the
Obligations  are due and  payable and have not been paid or any Event of Default
shall have occurred and be continuing,  each Lender is hereby  authorized at any
time and from time to time, to the fullest  extent  permitted by law, to set off
and apply any and all

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deposits (general or special, time or demand,  provisional or final) at any time
held and  other  indebtedness  at any time  owing by such  Lender  to or for the
credit or the account of the Borrower  against any and all of the Obligations of
the Borrower now or hereafter  existing under this Credit Agreement held by such
Lender,  irrespective  of whether or not such Lender  shall have made any demand
under this Credit  Agreement  and,  with the approval of the  Required  Lenders,
although such Obligations may be unmatured. The rights of each Lender under this
Section  16.1 are in  addition to other  rights and  remedies  (including  other
rights of setoff)  which such Lender may have.  Each of the  Lenders  agree with
each  other  Lender  that (a) if an  amount  to be set off is to be  applied  to
Indebtedness of the Borrower to such Lender,  other than Indebtedness  evidenced
by the Notes held by such Lender or constituting  Reimbursement Obligations owed
to such Lender,  such amount shall be applied ratably to such other Indebtedness
and to the  Indebtedness  evidenced  by all such  Notes  held by such  Lender or
constituting  Reimbursement  Obligations  owed to such  Lender,  and (b) if such
Lender shall receive from the Borrower,  whether by voluntary payment,  exercise
of the right of setoff,  counterclaim,  cross action,  enforcement  of the claim
evidenced by the Notes held by, or constituting  Reimbursement  Obligations owed
to, such Lender by  proceedings  against the  Borrower at law or in equity or by
proof  thereof  in  bankruptcy,  reorganization,  liquidation,  receivership  or
similar proceedings,  or otherwise, and shall retain and apply to the payment of
the Note or Notes held by, or Reimbursement Obligations owed to, such Lender any
amount in excess of its ratable  portion of the payments  received by all of the
Lenders with respect to the Notes held by, and  Reimbursement  Obligations  owed
to, all of the Lenders,  such Lender will make such disposition and arrangements
with  the  other  Lenders  with  respect  to  such  excess,  either  by  way  of
distribution,  pro tanto assignment of claims, subrogation or otherwise as shall
result  in  each  Lender  receiving  in  respect  of  the  Notes  held  by it or
Reimbursement  Obligations owed it, its proportionate payment as contemplated by
this Credit  Agreement;  provided that if all or any part of such excess payment
is thereafter  recovered from such Lender,  such  disposition  and  arrangements
shall be rescinded and the amount  restored to the extent of such recovery,  but
without interest.

     16.2. Expenses. The Borrower agrees to pay (a) all reasonable out-of-pocket
costs and  expenses  incurred by the  Administrative  Agent and its  Affiliates,
including without  limitation the reasonable fees,  charges and disbursements of
the Administrative  Agent's Special Counsel,  in connection with the syndication
of the credit facilities provided for herein, the preparation and administration
of this Credit Agreement or any amendments,  modifications,  approvals, consents
or  waivers  of  the  provisions   hereof  (whether  or  not  the   transactions
contemplated  hereby or thereby shall be consummated) or the cancellation of any
Loan Document upon payment in full in cash of all of the Obligations or pursuant
to any terms of such Loan Document for providing for such cancellation,  (b) all
reasonable  out-of-pocket  expenses of the Issuing Lender in connection with the
issuance,  amendment, renewal or extension of any Letter of Credit or any demand
for payment thereunder;  and (c) all reasonable  out-of-pocket expenses incurred
by  any  Lender  or  the  Administrative  Agent,  including  without  limitation
reasonable  attorneys'  fees and costs of the  Agent's  Special  Counsel and one
additional  firm  of  counsel  for  the  Lenders,  in  connection  with  (i) the
enforcement of or preservation of rights under any of the Loan Documents against
the Borrower or any of its

                                       87
<PAGE>


Subsidiaries or the administration  thereof after the occurrence of a Default or
Event of Default and (ii) any litigation,  proceeding or dispute whether arising
hereunder or otherwise, in any way related to any Lender's or the Administrative
Agent's  relationship  with the Borrower or any of its  Subsidiaries and (d) all
reasonable fees,  expenses and disbursements of any Lender or the Administrative
Agent  incurred in  connection  with UCC  searches  and similar  Lien  searches,
provided, the Borrower shall only be required to pay for such searches performed
prior to the Closing Date and for any searches  conducted  after the  occurrence
and  continuation  of any Event of  Default.  The  covenants  contained  in this
Section  16.2  shall  survive  payment  or  satisfaction  in full  of all  other
obligations.

     16.3.  Indemnification.  The Borrower agrees to indemnify and hold harmless
the Administrative  Agent, its affiliates and the Lenders (including the Issuing
Lender),  including the Administrative Agent's and each such Lender's affiliates
and their respective directors, officers, employees, agents and advisors of such
Person  and such  Person's  affiliates,  from and  against  any and all  claims,
actions and suits whether groundless or otherwise,  and from and against any and
all  liabilities,  losses,  damages and expenses of every  nature and  character
arising out of this Credit  Agreement or any of the other Loan  Documents or the
transactions contemplated hereby including,  without limitation,  (a) any actual
or proposed  use by the Borrower or any of its  Subsidiaries  of the proceeds of
any of the Loans or Letters of Credit,  (b) the  reversal or  withdrawal  of any
provisional  credits  granted by the  Administrative  Agent upon the transfer of
funds from lock box, bank agency,  concentration accounts or otherwise under any
cash  management  arrangements  with  the  Borrower  or  any  Subsidiary  or  in
connection with the  provisional  honoring of funds  transfers,  checks or other
items, (c) the Borrower or any of its  Subsidiaries  entering into or performing
this Credit  Agreement or any of the other Loan Documents or (d) with respect to
the Borrower and its Subsidiaries  and their  respective  properties and assets,
the violation of any Environmental Law, the presence, disposal, escape, seepage,
leakage,  spillage,  discharge,  emission,  release or threatened release of any
Hazardous Substances or any action, suit, proceeding or investigation brought or
threatened with respect to any Hazardous Substances (including,  but not limited
to,  claims  with  respect  to  wrongful  death,  personal  injury  or damage to
property), in each case including,  without limitation,  the reasonable fees and
disbursements  of counsel,  except to the extent that any of the  foregoing  are
directly caused by the gross  negligence or willful  misconduct of the otherwise
indemnified party. In litigation,  or the preparation therefor,  the Lenders and
the  Administrative  Agent and its affiliates  shall be entitled to select their
own counsel and, in addition to the foregoing indemnity,  the Borrower agrees to
pay promptly the  reasonable  fees and expenses of such counsel.  If, and to the
extent  that  the  obligations  of the  Borrower  under  this  Section  16.3 are
unenforceable  for any reason,  the Borrower  hereby  agrees to make the maximum
contribution  to the  payment  in  satisfaction  of such  obligations  which  is
permissible  under applicable law. The covenants  contained in this Section 16.3
shall survive payment or satisfaction in full of all other Obligations.

     16.4. Treatment of Certain Confidential Information.
                                       88

<PAGE>


          16.4.1.  Confidentiality.  Each of the Lenders and the  Administrative
     Agent agrees,  on behalf of itself and each of its  affiliates,  directors,
     officers,  employees and representatives,  to use reasonable precautions to
     keep  confidential,  in  accordance  with their  customary  procedures  for
     handling confidential information of the same nature and in accordance with
     safe and sound banking practices, any non-public information supplied to it
     by the  Borrower  or  any  of its  Subsidiaries  pursuant  to  this  Credit
     Agreement  that is identified by such Person as being  confidential  at the
     time the same is  delivered  to the  Lenders or the  Administrative  Agent,
     provided  that  nothing  herein  shall  limit  the  disclosure  of any such
     information (a) after such information  shall have become public other than
     through a violation of this Section  16.4,  or becomes  available to any of
     the Lenders or the Administrative  Agent on a nonconfidential  basis from a
     source  other than the  Borrower,  (b) to the extent  required  by statute,
     rule, regulation or judicial process, (c) to counsel for any of the Lenders
     or the Administrative  Agent, (d) to bank examiners or any other regulatory
     authority having jurisdiction over any Lender or the Administrative  Agent,
     or to auditors or accountants,  (e) to the Administrative Agent, any Lender
     or any Financial Affiliate,  (f) in connection with any litigation to which
     any one or more of the Lenders,  the Administrative  Agent or any Financial
     Affiliate is a party,  or in connection  with the  enforcement of rights or
     remedies  hereunder  or under  any  other  Loan  Document,  (g) to a Lender
     Affiliate or a Subsidiary or affiliate of the Administrative  Agent, (h) to
     any  actual  or  prospective  assignee  or  participant  or any  actual  or
     prospective  counterparty  (or its  advisors)  to any  swap  or  derivative
     transactions  referenced  to credit or other risks or events  arising under
     this Credit  Agreement or any other Loan Document so long as such assignee,
     participant or counterparty,  as the case may be, agrees to be bound by the
     provisions of Section 16.4 or (i) with the consent of the Borrower.

          16.4.2.   Prior  Notification.   Unless  specifically   prohibited  by
     applicable law or court order,  each of the Lenders and the  Administrative
     Agent  shall,  prior to  disclosure  thereof,  notify the  Borrower  of any
     request  for  disclosure  of  any  such   non-public   information  by  any
     governmental agency or representative  thereof (other than any such request
     in connection with an examination of the financial condition of such Lender
     by such governmental agency) or pursuant to legal process.

          16.4.3.  Other.  In no event  shall any  Lender or the  Administrative
     Agent be obligated or required to return any  materials  furnished to it or
     any  Financial  Affiliate by the Borrower or any of its  Subsidiaries.  The
     obligations  of each Lender  under this Section  16.4 shall  supersede  and
     replace the obligations of such Lender under any confidentiality  letter in
     respect  of this  financing  signed  and  delivered  by such  Lender to the
     Borrower  prior to the date hereof and shall be binding  upon any  assignee
     of, or purchaser of any  participation in, any interest in any of the Loans
     or Reimbursement Obligations from any Lender.

     16.5.   Survival   of   Covenants,   Etc.   All   covenants,    agreements,
representations  and warranties  made herein,  in the Notes, in any of the other
Loan Documents or in any

                                       89
<PAGE>


documents  or other  papers  delivered by or on behalf of the Borrower or any of
its Subsidiaries pursuant hereto shall be deemed to have been relied upon by the
Lenders  and  the  Administrative   Agent,   notwithstanding  any  investigation
heretofore or hereafter made by any of them, and shall survive the making by the
Lenders  of any of the Loans  and the  issuance,  extension  or  renewal  of any
Letters of Credit, as herein contemplated,  and shall continue in full force and
effect  so long as any  Letter of Credit or any  amount  due under  this  Credit
Agreement or the Notes or any of the other Loan Documents remains outstanding or
any Lender has any obligation to make any Loans or the Administrative  Agent has
any  obligation  to issue,  extend or renew any Letter of  Credit,  and for such
further time as may be otherwise  expressly  specified in this Credit Agreement.
All  statements  contained in any  certificate  or other paper  delivered to any
Lender or the  Administrative  Agent at any time by or on behalf of the Borrower
or  any  of  its  Subsidiaries   pursuant  hereto  or  in  connection  with  the
transactions contemplated hereby shall constitute representations and warranties
by the Borrower or such Subsidiary hereunder.

     16.6.  Notices.  Except as  otherwise  expressly  provided  in this  Credit
Agreement,  all  notices and other  communications  made or required to be given
pursuant  to  this  Credit  Agreement  or the  Notes  or any  Letter  of  Credit
Applications  shall be in  writing  and shall be  delivered  in hand,  mailed by
United States registered or certified first class mail, postage prepaid, sent by
overnight  courier,  or sent by  telegraph,  telecopy,  facsimile  or telex  and
confirmed by delivery via courier or postal service, addressed as follows:

          (a) if to the  Borrower,  at 740  West  New  Circle  Road,  Lexington,
     Kentucky 40550,  Attention:  Treasurer, or at such other address for notice
     as the Borrower  shall last have  furnished in writing to the Person giving
     the notice,  with a copy to the  Secretary  of the  Borrower at the address
     listed in this paragraph (a);

          (b) if to the  Administrative  Agent, at 100 Federal  Street,  Boston,
     Massachusetts 02110, USA, Attention: Debra E. DelVecchio, Director, or such
     other  address  for  notice as the  Administrative  Agent  shall  last have
     furnished in writing to the Person giving the notice; and

          (c) if to any Lender, at such Lender's address set forth on Schedule 1
     hereto,  or such other  address for notice as such  Lender  shall have last
     furnished in writing to the Person giving the notice.

     Any such  notice or demand  shall be deemed to have been duly given or made
and to have become  effective  (i) if  delivered by hand,  overnight  courier or
facsimile to a responsible officer of the party to which it is directed,  at the
time of the receipt thereof by such officer or the sending of such facsimile and
(ii) if sent by registered or certified  first-class mail,  postage prepaid,  on
the third Business Day following the mailing thereof.

                                       90
<PAGE>


     16.7.  Governing  Law.  THIS  CREDIT  AGREEMENT  AND,  EXCEPT AS  OTHERWISE
SPECIFICALLY  PROVIDED  THEREIN,  EACH OF THE OTHER LOAN DOCUMENTS ARE CONTRACTS
UNDER THE LAWS OF THE STATE OF NEW YORK AND SHALL FOR ALL  PURPOSES BE CONSTRUED
IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF SAID STATE OF NEW YORK (EXCLUDING
THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW). THE BORROWER AGREES THAT ANY
SUIT FOR THE  ENFORCEMENT  OF THIS  CREDIT  AGREEMENT  OR ANY OF THE OTHER  LOAN
DOCUMENTS  MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR ANY  FEDERAL
COURT  SITTING  THEREIN AND CONSENTS TO THE  NONEXCLUSIVE  JURISDICTION  OF SUCH
COURT AND  SERVICE OF PROCESS IN ANY SUCH SUIT BEING MADE UPON THE  BORROWER  BY
MAIL AT THE ADDRESS  SPECIFIED IN Section 16.6.  THE BORROWER  HEREBY WAIVES ANY
OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT OR ANY
SUCH COURT OR THAT SUCH SUIT IS BROUGHT IN AN INCONVENIENT COURT.

     16.8.  Headings.  The captions in this Credit Agreement are for convenience
of reference only and shall not define or limit the provisions hereof.

     16.9.  Counterparts.  This Credit Agreement and any amendment hereof may be
executed in several  counterparts  and by each party on a separate  counterpart,
each of which when executed and delivered shall be an original, and all of which
together shall  constitute one instrument.  In proving this Credit  Agreement it
shall not be necessary to produce or account for more than one such  counterpart
signed by the party against whom enforcement is sought. Delivery by facsimile by
any of the parties hereto of an executed  counterpart hereof or of any amendment
or waiver  hereto  shall be as  effective  as an original  executed  counterpart
hereof or of such  amendment or waiver and shall be considered a  representation
that an original executed counterpart hereof or such amendment or waiver, as the
case may be, will be delivered.

     16.10.  Entire  Agreement,  Etc. The Loan Documents and any other documents
executed in connection herewith or therewith express the entire understanding of
the parties with respect to the transactions  contemplated hereby.  Neither this
Credit  Agreement  nor any term hereof may be  changed,  waived,  discharged  or
terminated, except as provided in Section 16.12.

     16.11.  Waiver of Jury  Trial.  EACH OF THE  BORROWER,  THE LENDERS AND THE
ADMINISTRATIVE AGENT HEREBY WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT TO ANY
ACTION OR CLAIM  ARISING  OUT OF ANY  DISPUTE  IN  CONNECTION  WITH THIS  CREDIT
AGREEMENT,  THE  NOTES  OR  ANY OF THE  OTHER  LOAN  DOCUMENTS,  ANY  RIGHTS  OR
OBLIGATIONS  HEREUNDER  OR  THEREUNDER  OR THE  PERFORMANCE  OF SUCH  RIGHTS AND
OBLIGATIONS OR ANY COURSE OF CONDUCT,  COURSE OF DEALINGS,  STATEMENTS  (WHETHER
VERBAL OR  WRITTEN)  OR ACTIONS OF ANY PARTY,  INCLUDING  ANY COURSE OF CONDUCT,
COURSE OF DEALINGS,  STATEMENTS  OR ACTIONS OF THE  ADMINISTRATIVE  AGENT OR ANY

                                       91
<PAGE>


LENDER  RELATING TO THE  ADMINISTRATION  OF THE LOANS OR ENFORCEMENT OF THE LOAN
DOCUMENTS AND AGREES THAT IT WILL NOT SEEK TO  CONSOLIDATE  ANY SUCH ACTION WITH
ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED.  Except
as prohibited by law, the Borrower  hereby waives any right it may have to claim
or recover in any litigation  referred to in the preceding sentence any special,
exemplary,  punitive or  consequential  damages or any damages other than, or in
addition to, actual damages.  The Borrower (a) certifies that no representative,
agent or attorney  of any Lender or the  Administrative  Agent has  represented,
expressly or otherwise,  that such Lender or the Administrative Agent would not,
in the event of  litigation,  seek to  enforce  the  foregoing  waivers  and (b)
acknowledges that the Administrative  Agent and the Lenders have been induced to
enter into this  Credit  Agreement,  the other Loan  Documents  to which it is a
party by, among other things, the waivers and certifications contained herein.

     16.12. Consents, Amendments, Waivers, Etc. Any consent or approval required
or permitted  by this Credit  Agreement to be given by the Lenders may be given,
and any term of this Credit  Agreement,  the other Loan  Documents  or any other
instrument  related  hereto  or  mentioned  herein  may  be  amended,   and  the
performance  or  observance  by the Borrower or any of its  Subsidiaries  of any
terms  of this  Credit  Agreement,  the  other  Loan  Documents  or  such  other
instrument or the  continuance  of any Default or Event of Default may be waived
(either  generally  or in a  particular  instance  and either  retroactively  or
prospectively)  with, but only with, the written consent of the Borrower and the
written  consent of the Required  Lenders.  Notwithstanding  the  foregoing,  no
amendment, modification or waiver shall:

          (a)  without  the  written  consent of the  Borrower  and each  Lender
     directly affected thereby:

               (i)  reduce  or  forgive  the  principal  amount  of any Loans or
          Reimbursement Obligations, or reduce the rate of interest on the Notes
          or the amount of the  Commitment  Fee or Letter of Credit  Fees (other
          than  interest   accruing  pursuant  to  Section  5.11  following  the
          effective date of any waiver by the Required Lenders of the Default or
          Event of Default relating thereto);

               (ii)  increase the amount of such  Lender's  Commitment or extend
          the expiration date of such Lender's Commitment;

               (iii)  postpone  or extend the  Revolving  Credit Loan A Maturity
          Date or the Revolving  Credit Loan B Maturity Date (except pursuant to
          the  provisions  of  Section  2.12  hereof)  or  any  other  regularly
          scheduled  dates for  payments of  principal  of, or interest  on, the
          Loans  or  Reimbursement  Obligations  or any  Fees or  other  amounts
          payable to such Lender (it being  understood  that (A) a waiver of the
          application of the default rate of interest  pursuant to Section 5.11,
          and (B) any vote to rescind any acceleration  made pursuant to Section
          13.1 of amounts owing with respect to the Loans and other  Obligations
          shall require only the approval of the Required Lenders);

                                       92
<PAGE>


     (b) without the written consent of all of the Lenders,  amend or waive this
Section 16.12 or the definition of Required  Lenders (it being  understood  that
the addition of one or more additional credit  facilities,  the allowance of the
credit  extensions,  interest  and  fees  thereunder  to share  ratably  or on a
subordinated basis with the Loans,  Letters of Credit,  interest and Fees in the
benefits  of the  Loan  Documents  and  the  inclusion  of the  holders  of such
facilities  in the  determination  of Required  Lenders  shall  require only the
approval of the Required Lenders);

          (c) without the written consent of the Administrative  Agent, amend or
     waive  Section  14, the  amount or time of  payment  of the  Administrative
     Agent's Fee or any other provision applicable to the Administrative Agent;

          (d) without the written consent of the Issuing Lender,  amend or waive
     any Letter of Credit Fees payable for the Issuing Lender's account;

          (e) without  the written  consent of the  Swingline  Lender,  amend or
     waive Section 2.5 hereof.

No waiver  shall  extend to or affect any  obligation  not  expressly  waived or
impair any right consequent  thereon.  No course of dealing or delay or omission
on the part of the  Administrative  Agent or any Lender in exercising  any right
shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice
to or demand upon the  Borrower  shall  entitle the Borrower to other or further
notice or demand in similar or other circumstances.

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

                                       93
<PAGE>


     IN  WITNESS  WHEREOF,  the  undersigned  have  duly  executed  this  Credit
Agreement as a sealed instrument as of the date first set forth above.

LEXMARK INTERNATIONAL, INC.
By: /s/ Kurt M. Braun
    ---------------------------
    Name:  Kurt M. Braun
    Title: Treasurer

FLEET NATIONAL BANK, individually and as Administrative Agent
By: /s/ Debra E. DelVecchio
    ---------------------------
    Name:  Debra E. DelVecchio
    Title: Director

THE BANK OF NOVA SCOTIA.
By: /s/ Melvin J. Mandelbaum
    ---------------------------
    Name:  Melvin J. Mandelbaum
    Title: Managing Director

BANK OF TOKYO-MITSUBISHI TRUST COMPANY
By: /s/ J. William Rhodes
    ---------------------------
    Name:  J. W. Rhodes
    Title: Vice President

CITICORP USA, INC.
By: /s/ Marisa H. Mesropian
    ---------------------------
    Name:  Marisa H. Mesropian
    Title: Vice President

JP MORGAN CHASE BANK
By: /s/ Tina Ruyter
    ---------------------------
    Name:  Tina Ruyter
    Title: Vice President

KEY CORPORATE CAPITAL INC.
By: /s/ Jeff Kalinowski
    ---------------------------
    Name:  Jeff Kalinowski
    Title: Vice President

SUNTRUST BANK
By: /s/ Scott Corley
    ---------------------------
    Name:  Scott Corley
    Title: Director

BANK OF AMERICA, N.A.
By: /s/ Kevin M. McMahon
    ---------------------------
    Name:  Kevin M. McMahon
    Title: Managing Director

THE BANK OF NEW YORK
By: /s/ Kenneth R. McDonnell
    ---------------------------
    Name:  Kenneth R. McDonnell
    Title: AVP

DEUTSCHE BANK AG
NEW YORK BRANCH
By: /s/ David G. Dickinson, Jr.
    ---------------------------
    Name:  David G. Dickinson, Jr.
    Title: Vice President

By: /s/ Joel Makowsky
    ---------------------------
    Name:  Joel Makowsky
    Title: Vice President

FIFTH THIRD BANK, KENTUCKY, INC.
By: /s/ Tom Wylie
    ---------------------------
    Name:  Tom Wylie
    Title: Vice President


<PAGE>


NATIONAL CITY BANK OF KENTUCKY
By: /s/ Gary D. Loucks
    ---------------------------
    Name:  Gary D. Loucks
    Title: Vice President

BANCA NAZIONALE DEL LAVORO SPA NEW YORK BRANCH
By: /s/ Juan J. Cortes
    ---------------------------
    Name:  Juan J. Cortes
    Title: Vice President

By: /s/ Leonardo Valentini
    ---------------------------
    Name:  Leonardo Valentini
    Title: First Vice President

ALLIED IRISH BANK
By: /s/ Anthony O'Reilly
    ---------------------------
    Name:  Anthony O'Reilly
    Title: Vice President

By: /s/ Hilary Patterson
    ---------------------------
    Name:  Hilary Patterson
    Title: Assistant Vice President

PNC BANK, NATIONAL ASSOCIATION
By: /s/ Jeffrey L. Stein
    ---------------------------
    Name:  Jeffrey L. Stein
    Title: Vice President

WESTPAC BANKING CORPORATION
By: /s/ Tony Smith
    ---------------------------
    Name:  Tony Smith
    Title: Vice President

</TEXT>
</DOCUMENT>
