FEDERATED DEPARTMENT STORES INC /DE/
364-DAY CREDIT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>exhibit101.txt
<DESCRIPTION>364-DAY CREDIT AGREEMENT
<TEXT>
                                                   EXECUTION COPY

                        U.S. $400,000,000


                    364-DAY CREDIT AGREEMENT

                    Dated as of June 29, 2001

                              Among

                FEDERATED DEPARTMENT STORES, INC.
                           as Borrower

                               and

                THE INITIAL LENDERS NAMED HEREIN

                       as Initial Lenders

                               and

                         CITIBANK, N.A.

           as Administrative Agent and as Paying Agent

                               and

                    THE CHASE MANHATTAN BANK

                     as Administrative Agent

                               and

                       FLEET NATIONAL BANK

                      as Syndication Agent

                               and

                      BANK OF AMERICA, N.A.
                      THE BANK OF NEW YORK
                               and
                   CREDIT SUISSE FIRST BOSTON

                     as Documentation Agents

                        TABLE OF CONTENTS
ARTICLE I

     SECTION 1.02.  Computation of Time Periods               18

     SECTION 1.03.  Accounting Terms                          18

     SECTION 1.04.  Currency Equivalents Generally            18

ARTICLE II

     SECTION 2.01.  The Revolving Credit Advances             18

     SECTION 2.02.  Making the Revolving Credit Advances      18

     SECTION 2.03.  The Competitive Bid Advances              20

     SECTION 2.04.  Fees                                      23

     SECTION 2.05.  Termination or Reduction of the
          Commitments                                         23

     SECTION 2.06.  Repayment of Revolving Credit Advances;
          Term Loan Election                                  23

     SECTION 2.07.  Interest on Revolving Credit Advances     24

     SECTION 2.08.  Interest Rate Determination               24

     SECTION 2.09.  Optional Conversion of Revolving Credit
          Advances                                            25

     SECTION 2.10.  Optional Prepayments of Revolving Credit
          Advances                                            26

     SECTION 2.11.  Increased Costs                           26

     SECTION 2.12.  Illegality                                27

     SECTION 2.13.  Payments and Computations                 27

     SECTION 2.14.  Taxes                                     28

     SECTION 2.15.  Sharing of Payments, Etc.                 29

     SECTION 2.17.  Use of Proceeds                           32

     SECTION 2.18.  Defaulting Lenders                        32

     SECTION 2.19.  Evidence of Debt                          34

     SECTION 3.01.  Conditions Precedent to Effectiveness of
          Section 2.01 and 2.03                               34

     SECTION 3.02.  Conditions Precedent to Each Revolving
          Credit Borrowing, and Extension Date.               36

     SECTION 3.03.  Conditions Precedent to Each Competitive
          Bid Borrowing                                       36

     SECTION 3.04.  Determinations Under Section 3.01         37

ARTICLE IV

     SECTION 4.01.  Representations and Warranties of the
          Borrower                                            37

ARTICLE V

     SECTION 5.01.  Affirmative Covenants                     39

     SECTION 5.02.  Negative Covenants                        41

     SECTION 5.03.  Financial Covenants                       44

ARTICLE VI

     SECTION 6.01.  Events of Default                         45

ARTICLE VII

     SECTION 7.01.  Authorization and Action                  47

     SECTION 7.02.  Agent's Reliance, Etc.                    48

     SECTION 7.03.  Citibank, Chase and Affiliates            48

     SECTION 7.04.  Lender Credit Decision                    48

     SECTION 7.05.  Indemnification                           48

     SECTION 7.06.  Successor Agents                          49

     SECTION 7.07.  Other Agents                              49

ARTICLE VIII

     SECTION 8.01.  Amendments, Etc.                          50

     SECTION 8.02.  Notices, Etc.                             50

     SECTION 8.03.  No Waiver; Remedies                       50

     SECTION 8.04.  Costs and Expenses                        50

     SECTION 8.05.  Right of Set-off                          52

     SECTION 8.06.  Binding Effect                            52

     SECTION 8.07.  Assignments, Designations and
          Participations                                      52

     SECTION 8.08.  Confidentiality                           55

     SECTION 8.09.  Governing Law                             56

     SECTION 8.10.  Execution in Counterparts                 56

     SECTION 8.12.  Jurisdiction, Etc.                        56

     SECTION 8.13.  Waiver of Jury Trial                      57




Schedules

Schedule I - List of Commitments and Applicable Lending Offices

Schedule  4.01(c) - Required Authorizations, Approvals,  Actions,
Notices and Filings

Schedule 5.02(a) - Existing Liens

Schedule 5.02(d) - Existing Debt

Exhibits

Exhibit A-1     -   Form of Revolving Credit Note

Exhibit A-2     -   Form of Competitive Bid Note

Exhibit B-1     -   Form of Notice of Revolving Credit Borrowing

Exhibit B-2     -   Form of Notice of Competitive Bid Borrowing

Exhibit C   -  Form of Assignment and Acceptance

Exhibit D   -  Form of Designation Agreement

Exhibit E   -  Form of Opinion of Counsel for the Borrower






                    364-DAY CREDIT AGREEMENT

                    Dated as of June 29, 2001


          FEDERATED   DEPARTMENT   STORES,   INC.,   a   Delaware
corporation  (the "Borrower"), the banks, financial  institutions
and  other  institutional lenders listed on Schedule I hereto  as
the  Initial  Lenders  (the  "Initial Lenders"),  CITIBANK,  N.A.
("Citibank"),  as an administrative agent (in such  capacity,  an
"Administrative Agent") for the Lenders (as hereinafter  defined)
and  as  paying agent (in such capacity, the "Paying Agent")  for
the   Lenders,  THE  CHASE  MANHATTAN  BANK  ("Chase"),   as   an
administrative   agent  (in  such  capacity,  an  "Administrative
Agent";  the  Administrative Agents and the Paying  Agent  being,
collectively, the "Agents") for the Lenders, FLEET NATIONAL BANK,
as  syndication  agent  (the "Syndication Agent"),  and  BANK  OF
AMERICA,  N.A.,  THE  BANK OF NEW YORK and  CREDIT  SUISSE  FIRST
BOSTON,  as documentation agents (each, a "Documentation  Agent")
agree as follows:

                            ARTICLE I

                DEFINITIONS AND ACCOUNTING TERMS

          SECTION 1.01.  Certain Defined Terms.

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

          "Administrative Agent" has the meaning specified in the
     recital of parties to this Agreement.

          "Advance"  means  a  Revolving  Credit  Advance  or   a
     Competitive Bid Advance.

          "Affiliate"  means, as to any Person, any other  Person
     that, directly or indirectly, controls, is controlled by  or
     is under common control with such Person or is a director or
     officer  of  such Person.  For purposes of this  definition,
     the  term  "control"  (including  the  terms  "controlling",
     "controlled by" and "under common control with") of a Person
     means  the possession, direct or indirect, of the  power  to
     vote  5%  or more of the Voting Stock of such Person  or  to
     direct or cause the direction of the management and policies
     of  such  Person,  whether through the ownership  of  Voting
     Stock, by contract or otherwise.

          "Agent"  has  the meaning specified in the  recital  of
     parties to this Agreement.

          "Alternative Currency" means lawful money  of  Austria,
     Belgium, the Federal Republic of Germany, France, Italy, the
     Swiss  Confederation,  the United  Kingdom  and  such  other
     lawful   currencies  other  than  Dollars  that  are  freely
     transferable  and convertible into Dollars as the  Borrower,
     with the consent of the Paying Agent, shall designate.

          "Applicable Lending Office" means, with respect to each
     Lender, such Lender's Domestic Lending Office in the case of
     a  Base  Rate  Advance and such Lender's Eurodollar  Lending
     Office in the case of a Eurodollar Rate Advance and, in  the
     case of a Competitive Bid Advance, the office of such Lender
     notified  by  such  Lender to the Agent  as  its  Applicable
     Lending Office with respect to such Competitive Bid Advance.

          "Applicable   Margin"  means,  as  of   any   date   of
     determination  prior  to the Term Loan  Conversion  Date,  a
     percentage  per  annum  determined  by  reference   to   the
     Performance Level in effect on such date as set forth below:

     Performanc  Applicable  Applicable
       e Level   Margin for  Margin for
                  Base Rate  Eurodollar
                  Advances      Rate
                              Advances
       Level 1     0.0000%     0.190%
       Level 2     0.0000%     0.305%
       Level 3     0.0000%     0.400%
       Level 4     0.0000%     0.500%
       Level 5     0.0000%     0.575%
       Level 6     0.0000%     0.800%

     and,  as  of any date of determination on or after the  Term
     Loan  Conversion Date, a percentage per annum determined  by
     reference to the Performance Level in effect on such date as
     set forth below:

     Performanc  Applicable  Applicable
       e Level   Margin for  Margin for
                  Base Rate  Eurodollar
                  Advances      Rate
                              Advances
       Level 1     0.0000%     0.375%
       Level 2     0.0000%     0.500%
       Level 3     0.0000%     0.625%
       Level 4     0.0000%     0.750%
       Level 5     0.0000%     1.000%
       Level 6     0.0000%     1.250%

     In  the case of a change in the Applicable Margin due  to  a
     change in the Interest Coverage Ratio, such change shall  be
     effective  five Business Days after the date  on  which  the
     Paying  Agent  receives  financial  statements  pursuant  to
     Section  5.01(h)(i) or (ii) together with a  certificate  of
     the  chief  financial officer of the Borrower  demonstrating
     such  Interest Coverage Ratio.  In the case of a  change  in
     the  Applicable  Margin due to a change in the  Public  Debt
     Rating,  such  change shall be effective five Business  Days
     after  the  date  on  which  the  Paying  Agent  receives  a
     certificate  of the chief financial officer of the  Borrower
     pursuant  to  Section 5.01(h)(vi) setting forth such  Public
     Debt Rating.

          "Applicable  Utilization Fee" means,  as  of  any  date
     prior  to  the  Term  Loan  Conversion  Date  on  which  the
     aggregate  Advances exceed 50% of the aggregate Commitments,
     a  percentage  per  annum determined  by  reference  to  the
     Performance Level in effect on such date as set forth below:

                 Performanc       Applicable
                  e Level      Utilization Fee
                  Level 1           0.125%
                  Level 2           0.125%
                  Level 3           0.125%
                  Level 4           0.125%
                  Level 5           0.250%
                  Level 6           0.250%

     In  the  case of a change in the Applicable Utilization  Fee
     due  to a change in the Interest Coverage Ratio, such change
     shall  be  effective five Business Days after  the  date  on
     which   the   Paying  Agent  receives  financial  statements
     pursuant  to  Section  5.01(h)(i) or (ii)  together  with  a
     certificate  of the chief financial officer of the  Borrower
     demonstrating such Interest Coverage Ratio.  In the case  of
     a  change in the Applicable Utilization Fee due to a  change
     in  the  Public Debt Rating, such change shall be  effective
     five  Business Days after the date on which the Paying Agent
     receives a certificate of the chief financial officer of the
     Borrower pursuant to Section 5.01(h)(vi) setting forth  such
     Public Debt Rating.

          "Assignment  and  Acceptance" means an  assignment  and
     acceptance  entered  into  by  a  Lender  and  an   Eligible
     Assignee, and accepted by the Paying Agent, in substantially
     the form of Exhibit C hereto.

          "Assuming Lender" has the meaning specified in  Section
2.16(c).

          "Assumption  Agreement" has the  meaning  specified  in
Section 2.16(c).

          "Base Rate" means a fluctuating interest rate per annum
     in  effect from time to time, which rate per annum shall  at
     all times be equal to the highest of:

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

               (b)   the sum (adjusted to the nearest 1/16 of  1%
          or,  if  there is no nearest 1/16 of 1%,  to  the  next
          higher  1/16  of 1%) of (i) 1/2 of 1% per  annum,  plus
          (ii)  the  rate  obtained by dividing  (A)  the  latest
          three-week  moving average of secondary market  morning
          offering  rates  in the United States  for  three-month
          certificates  of deposit of major United  States  money
          market  banks, such three-week moving average (adjusted
          to  the  basis of a year of 360 days) being  determined
          weekly  on  each  Monday (or, if  such  day  is  not  a
          Business Day, on the next succeeding Business Day)  for
          the three-week period ending on the previous Friday  by
          Citibank  on  the  basis  of  such  rates  reported  by
          certificate of deposit dealers to and published by  the
          Federal   Reserve  Bank  of  New  York  or,   if   such
          publication  shall be suspended or terminated,  on  the
          basis of quotations for such rates received by Citibank
          from  three New York certificate of deposit dealers  of
          recognized  standing selected by  Citibank,  by  (B)  a
          percentage equal to 100% minus the average of the daily
          percentages specified during such three-week period  by
          the  Board  of Governors of the Federal Reserve  System
          (or  any successor) for determining the maximum reserve
          requirement  (including,  but  not  limited   to,   any
          emergency,  supplemental  or  other  marginal   reserve
          requirement)  for Citibank with respect to  liabilities
          consisting  of  or including (among other  liabilities)
          three-month  U.S. dollar non-personal time deposits  in
          the  United States, plus (iii) the average during  such
          three-week  period  of  the  annual  assessment   rates
          estimated by Citibank for determining the then  current
          annual  assessment payable by Citibank to  the  Federal
          Deposit  Insurance Corporation (or any  successor)  for
          insuring U.S. dollar deposits of Citibank in the United
          States; and

               (c)   1/2  of  one  percent per  annum  above  the
          Federal Funds Rate.

          "Base   Rate  Advance"  means  an  Advance  that  bears
     interest as provided in Section 2.07(a)(i).

          "Borrowing"  means a Revolving Credit  Borrowing  or  a
     Competitive Bid Borrowing.

          "Business  Day" means a day of the year on which  banks
     are  not required or authorized by law to close in New  York
     City  and,  if  the applicable Business Day relates  to  any
     Eurodollar  Rate Advances, on which dealings are carried  on
     in the London interbank market.

          "Capitalized Leases" means all leases that have been or
     should  be, in accordance with GAAP, recorded as capitalized
     leases.

          "Chase"  has  the meaning specified in the  recital  of
     parties to this Agreement.

          "Citibank" has the meaning specified in the recital  of
     parties to this Agreement.

          "Commercial Paper" means any unsecured promissory  note
     or  notes  issued by the Borrower pursuant to any commercial
     paper program (whether rated or unrated) with a maturity  of
     not more than 270 days from the time of issuance.

          "Commercial  Paper Set-Aside Amount"  has  the  meaning
     specified in Section 2.01(b).

          "Commitment" means a Revolving Credit Commitment.

          "Competitive Bid Advance" means an advance by a  Lender
     to  the  Borrower  as  part of a Competitive  Bid  Borrowing
     resulting  from the competitive bidding procedure  described
     in Section 2.03 and refers to a Fixed Rate Advance or a LIBO
     Rate Advance.

          "Competitive   Bid   Borrowing"   means   a   borrowing
     consisting  of  simultaneous Competitive Bid  Advances  from
     each  of  the  Lenders  whose offer  to  make  one  or  more
     Competitive Bid Advances as part of such borrowing has  been
     accepted  under the competitive bidding procedure  described
     in Section 2.03.

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

          "Confidential Information" means all information  about
     the Borrower and its Subsidiaries that has been furnished by
     the  Borrower or any of its Subsidiaries to any Agent or any
     Lender  whether furnished before or after the date  of  this
     Agreement,  and  regardless of the manner  in  which  it  is
     furnished,  but  does not include any such information  that
     (a)  is  or becomes generally available to the public  other
     than  as  a  result of a disclosure by such  Agent  or  such
     Lender not permitted by this Agreement, (b) was available to
     such  Agent or such Lender on a non-confidential basis prior
     to  its  disclosure  to such Agent or  such  Lender  or  (c)
     becomes  available to such Agent or such Lender  on  a  non-
     confidential basis from a Person other than the Borrower  or
     any  of  its Subsidiaries that is not, to the best  of  such
     Agent's or such Lender's knowledge, acting in violation of a
     confidentiality agreement with the Borrower or  any  of  its
     Subsidiaries or is not otherwise prohibited from  disclosing
     the information to such Agent or such Lender.

          "Consenting  Lender"  has  the  meaning  specified   in
Section 2.16(b).

          "Consolidated" refers to the consolidation of  accounts
     in accordance with GAAP.

          "Convert", "Conversion" and "Converted" each refers  to
     a  conversion of Revolving Credit Advances of one Type  into
     Revolving  Credit  Advances of the other  Type  pursuant  to
     Section 2.08 or 2.09.

          "Debt"   of  any  Person  means,  without  duplication,
     (a)  all  indebtedness of such Person  for  borrowed  money,
     (b) all Obligations of such Person for the deferred purchase
     price  of  property or services (other than Obligations  for
     property   (excluding  real  property,  capital  stock   and
     property   subject  to  Capitalized  Leases)  and   services
     purchased,  and  expense accruals and deferred  compensation
     items  arising  in  the  ordinary course  of  such  Person's
     business),  (c) all Obligations of such Person evidenced  by
     notes, bonds, debentures or other similar instruments (other
     than  performance, surety and appeals bonds arising  in  the
     ordinary course of business), (d) all payment Obligations of
     such Person created or arising under any conditional sale or
     other  title  retention agreement with respect  to  property
     acquired  by such Person (unless the rights and remedies  of
     the  seller,  lessor or lender under such agreement  in  the
     event of default are limited to repossession or sale of such
     property),  (e)  all Obligations of such  Person  as  lessee
     under Capitalized Leases, (f) all Obligations, contingent or
     otherwise, of such Person in respect of acceptances, letters
     of   credit  or  similar  extensions  of  credit,  (g)   all
     Obligations  of  such  Person to purchase,  redeem,  retire,
     defease  or  otherwise make any payment in  respect  of  any
     capital  stock of or other ownership or profit  interest  in
     such  Person or any other Person or any warrants, rights  or
     options   to   acquire  such  capital  stock   (other   than
     Obligations  of  such Person with respect to employee  stock
     plans),  valued, in the case of Redeemable Preferred  Stock,
     at  the  greater  of its involuntary liquidation  preference
     plus  accrued  and unpaid dividends, (h) all Obligations  of
     such Person in respect of Hedge Agreements, (i) all Debt  of
     others  referred  to  in clauses (a) through  (h)  above  or
     clause  (j) below guaranteed directly or indirectly  in  any
     manner  by such Person, or in effect guaranteed directly  or
     indirectly by such Person through an agreement (1) to pay or
     purchase  such  Debt or to advance or supply funds  for  the
     payment  or purchase of such Debt, (2) to purchase, sell  or
     lease (as lessee or lessor) property, or to purchase or sell
     services,  primarily for the purpose of enabling the  debtor
     to make payment of such Debt or to assure the holder of such
     Debt  against loss, (3) to supply funds to or in  any  other
     manner invest in the debtor (including any agreement to  pay
     for  property  or  services  irrespective  of  whether  such
     property  is  received  or such services  are  rendered)  or
     (4) otherwise to assure a creditor against loss, and (j) all
     Debt referred to in clauses (a) through (i) above secured by
     (or for which the holder of such Debt has an existing right,
     contingent  or  otherwise, to be secured  by)  any  Lien  on
     property   (including,  without  limitation,  accounts   and
     contract  rights)  owned by such Person,  even  though  such
     Person  has not assumed or become liable for the payment  of
     such  Debt,  provided that the amount of Debt  of  the  type
     referred  to  in clauses (i) and (j) above will be  included
     within  the definition of "Debt" only to the extent  of  the
     amount   of  the  obligations  so  guaranteed  or  otherwise
     supported.

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

          "Defaulted  Advance" means, with respect to any  Lender
     at  any time, the portion of any Advance required to be made
     by  such Lender to the Borrower pursuant to Section 2.01  or
     2.02  at  or prior to such time which has not been  made  by
     such  Lender or by the Paying Agent for the account of  such
     Lender pursuant to Section 2.02(d) as of such time.  In  the
     event  that a portion of a Defaulted Advance shall be deemed
     made  pursuant to Section 2.18(a), the remaining portion  of
     such  Defaulted  Advance  shall be  considered  a  Defaulted
     Advance   originally  required  to  be  made   pursuant   to
     Section  2.01 on the same date as the Defaulted  Advance  so
     deemed made in part.

          "Defaulted Amount" means, with respect to any Lender at
     any  time, any amount required to be paid by such Lender  to
     the  Paying Agent or any other Lender hereunder or under any
     other  Loan Document at or prior to such time which has  not
     been so paid as of such time, including, without limitation,
     any  amount  required to be paid by such Lender to  (a)  the
     Paying  Agent  pursuant to Section 2.02(d) to reimburse  the
     Paying  Agent  for  the amount of any Advance  made  by  the
     Paying  Agent for the account of such Lender, (b) any  other
     Lender   pursuant   to   Section  2.15   to   purchase   any
     participation  in  Advances owing to such other  Lender  and
     (c)  the  Paying Agent pursuant to Section 7.05 to reimburse
     the  Paying  Agent  for such Lender's ratable share  of  any
     amount  required  to be paid by the Lenders  to  the  Paying
     Agent as provided therein.  In the event that a portion of a
     Defaulted   Amount   shall  be  deemed  paid   pursuant   to
     Section  2.18(b),  the remaining portion of  such  Defaulted
     Amount  shall  be  considered a Defaulted Amount  originally
     required  to  be  paid  hereunder or under  any  other  Loan
     Document on the same date as the Defaulted Amount so  deemed
     paid in part.

          "Defaulting  Lender"  means, at any  time,  any  Lender
     that,  at  such  time,  (a) owes a Defaulted  Advance  or  a
     Defaulted  Amount  or (b) shall take any action  or  be  the
     subject  of any action or proceeding of a type described  in
     Section 6.01(e).

          "Designated  Bidder" means (a) an Eligible Assignee  or
     (b) a special purpose corporation that is engaged in making,
     purchasing or otherwise investing in commercial loans in the
     ordinary  course  of its business and that  issues  (or  the
     parent  of  which issues) commercial paper  rated  at  least
     "Prime-1" (or the then equivalent grade) by Moody's or "A-1"
     (or  the then equivalent grade) by S&P that, in the case  of
     either clause (a) or (b), (i) is organized under the laws of
     the  United  States or any State thereof,  (ii)  shall  have
     become a party hereto pursuant to Sections 8.07(f), (g)  and
     (h) and (iii) is not otherwise a Lender.

          "Designation  Agreement" means a designation  agreement
     entered  into  by a Lender (other than a Designated  Bidder)
     and  a  Designated Bidder, and accepted by the Paying Agent,
     in substantially the form of Exhibit D hereto.

          "Documentary  L/C" means any letter of credit  that  is
     issued  for  the benefit of a supplier of inventory  to  the
     Borrower  or  any of its Subsidiaries to effect  payment  of
     such Inventory.

          "Documentation Agent" has the meaning specified in  the
     recital of parties to this Agreement.

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

          "Domestic  Lending Office" means, with respect  to  any
     Lender, the office of such Lender specified as its "Domestic
     Lending Office" opposite its name on Schedule I hereto or in
     the Assignment and Acceptance pursuant to which it became  a
     Lender,  or such other office of such Lender as such  Lender
     may from time to time specify to the Borrower and the Paying
     Agent.

          "EBITDA" means, for any period, (i) the sum, determined
     on  a  Consolidated basis, of (a) net income (or net  loss),
     (b)  Net  Interest  Expense, (c)  income  tax  expense,  (d)
     depreciation  expense, (e) amortization expense  (including,
     without limitation, amortization of (1) excess of cost  over
     net  assets acquired, (2) reorganization value in excess  of
     amounts  allocable to identifiable assets and  (3)  unearned
     restricted  stock) and (f) unusual and extraordinary  losses
     less  (ii) unusual and extraordinary gains, in each case  of
     the  Borrower and its Subsidiaries determined in  accordance
     with GAAP for such period.

          "Effective  Date"  means the first date  on  which  the
     conditions  set  forth  in  Section  3.01  shall  have  been
     satisfied.

          "Eligible Assignee" means with respect to the Revolving
     Credit Facility (i) a Lender; (ii) an Affiliate of a Lender;
     and (iii) any other Person approved by the Paying Agent and,
     unless an Event of Default has occurred and is continuing at
     the  time  any  assignment is effected  in  accordance  with
     Section  8.07,  the  Borrower,  such  approval  not  to   be
     unreasonably  withheld or delayed; provided,  however,  that
     neither the Borrower nor an Affiliate of the Borrower  shall
     qualify as an Eligible Assignee.

          "Environmental Action" means any action, suit,  demand,
     demand letter, claim, notice of non-compliance or violation,
     notice  of  liability or potential liability, investigation,
     proceeding,  consent order or consent agreement relating  in
     any  way  to any Environmental Law, Environmental Permit  or
     Hazardous Materials or arising from alleged injury or threat
     of  injury  to health, safety or the environment, including,
     without  limitation, (a) by any governmental  or  regulatory
     authority   for  enforcement,  cleanup,  removal,  response,
     remedial  or  other  actions  or  damages  and  (b)  by  any
     governmental or regulatory authority or any third party  for
     damages,   contribution,  indemnification,  cost   recovery,
     compensation or injunctive relief.

          "Environmental Law" means any federal, state, local  or
     foreign  statute,  law, ordinance, rule,  regulation,  code,
     order,    judgment,   decree   or   judicial    or    agency
     interpretation, policy or guidance relating to pollution  or
     protection  of  the environment, health, safety  or  natural
     resources, including, without limitation, those relating  to
     the   use,  handling,  transportation,  treatment,  storage,
     disposal, release or discharge of Hazardous Materials.

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

          "ERISA Affiliate" means any Person that for purposes of
     Title  IV  of ERISA is a member of the Borrower's controlled
     group, or under common control with the Borrower, within the
     meaning of Section 414 of the Internal Revenue Code.

          "ERISA  Event"  means  (a)  (i)  the  occurrence  of  a
     reportable  event,  within the meaning of  Section  4043  of
     ERISA,  with  respect to any Plan unless the  30-day  notice
     requirement  with respect to such event has been  waived  by
     the  PBGC,  or  (ii) the requirements of subsection  (1)  of
     Section  4043(b) of ERISA (without regard to subsection  (2)
     of  such  Section)  are met with respect to  a  contributing
     sponsor,  as defined in Section 4001(a)(13) of ERISA,  of  a
     Plan,  and an event described in paragraph (9), (10),  (11),
     (12)  or  (13)  of  Section 4043(c) of ERISA  is  reasonably
     expected  to  occur  with respect to such  Plan  within  the
     following 30 days; (b) the application for a minimum funding
     waiver  with  respect to a Plan; (c) the  provision  by  the
     administrator of any Plan of a notice of intent to terminate
     such Plan pursuant to Section 4041(a)(2) of ERISA (including
     any such notice with respect to a plan amendment referred to
     in   Section  4041(e)  of  ERISA);  (d)  the  cessation   of
     operations  at  a  facility of the  Borrower  or  any  ERISA
     Affiliate in the circumstances described in Section  4062(e)
     of  ERISA;  (e) the withdrawal by the Borrower or any  ERISA
     Affiliate  from a Multiple Employer Plan during a plan  year
     for  which  it  was a substantial employer,  as  defined  in
     Section  4001(a)(2)  of ERISA; (f)  the conditions  for  the
     imposition  of  a lien under Section 302(f) of  ERISA  shall
     have been met with respect to any Plan; (g) the adoption  of
     an  amendment to a Plan requiring the provision of  security
     to  such  Plan pursuant to Section 307 of ERISA; or (h)  the
     institution by the PBGC of proceedings to terminate  a  Plan
     pursuant to Section 4042 of ERISA, or the occurrence of  any
     event  or condition described in Section 4042 of ERISA  that
     constitutes  grounds  for  the  termination   of,   or   the
     appointment of a trustee to administer, a Plan.

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

          "Eurodollar Lending Office" means, with respect to  any
     Lender,  the  office  of  such  Lender  specified   as   its
     "Eurodollar Lending Office" opposite its name on Schedule  I
     hereto or in the Assignment and Acceptance pursuant to which
     it  became a Lender (or, if no such office is specified, its
     Domestic  Lending  Office), or such  other  office  of  such
     Lender as such Lender  may from time to time specify to  the
     Borrower and the Paying Agent.

          "Eurodollar  Rate"  means, with  respect  to  each  day
     during  each  Interest Period for a Eurodollar Rate  Advance
     comprising  a  Revolving  Credit  Borrowing,  the  rate   of
     interest  per annum obtained by dividing (a) the "Eurodollar
     Rate"  determined (i) on the basis of the rate for  deposits
     in  Dollars  for  a  period equal to  such  Interest  Period
     appearing  on Page 3750 of the Telerate screen as  of  11:00
     A.M.,  London time, two Business Days prior to the beginning
     of  such Interest Period, or if such rate does not appear on
     Page  3750  of  the  Telerate screen (or otherwise  on  such
     service), the rate per annum (rounded upward to the  nearest
     1/16  of  1%  per  annum) at which deposits are  offered  by
     another  publicly  available service  displaying  eurodollar
     rates  as  may  be agreed upon by the Paying Agent  and  the
     Borrower  or  (ii)  in  the absence of  such  appearance  or
     agreement,  by  reference to the  average  of  the  rate  of
     interest  per  annum (rounded upward to  the  nearest  whole
     multiple  of  1/16 of 1% per annum, if such average  is  not
     such a multiple) at which deposits in Dollars are offered by
     the  principal  office  of each of the  Reference  Banks  in
     London,  England,  to  prime banks in the  London  interbank
     market  at 11:00 A.M. (London time) two Business Days before
     the   first  day  of  such  Interest  Period  in  an  amount
     substantially equal to such Reference Bank's Eurodollar Rate
     Advance  to be outstanding during such Interest Period  (or,
     if  such  Reference  Bank shall not have a  Eurodollar  Rate
     Advance  that  is  to  be outstanding during  such  Interest
     Period,  in an amount equal to $1,000,000) and for a  period
     equal  to such Interest Period by (b) a percentage equal  to
     100%  minus the Eurodollar Rate Reserve Percentage for  such
     Interest  Period.   In  the  case  of  any  Eurodollar  Rate
     determined  pursuant to clause (a)(ii) above, the Eurodollar
     Rate  for  any  Interest  Period for  each  Eurodollar  Rate
     Advance comprising such Revolving Credit Borrowing shall  be
     determined  by  the Paying Agent on the basis of  applicable
     rates  received by the Paying Agent from the Reference Banks
     two  Business  Days before the first day  of  such  Interest
     Period, subject, however, to the provisions of Section 2.08.

          "Eurodollar  Rate  Advance" means  a  Revolving  Credit
     Advance    that    bears    interest    as    provided    in
     Section 2.07(a)(ii).

          "Eurodollar  Rate Reserve Percentage" for any  Interest
     Period  for  all  Eurodollar  Rate  Advances  or  LIBO  Rate
     Advances  comprising  part of the same Borrowing  means  the
     reserve  percentage applicable two Business Days before  the
     first  day of such Interest Period under regulations  issued
     from  time to time by the Board of Governors of the  Federal
     Reserve  System  (or  any  successor)  for  determining  the
     maximum  reserve requirement (including, without limitation,
     any   emergency,  supplemental  or  other  marginal  reserve
     requirement) for a member bank of the Federal Reserve System
     in  New  York  City  with respect to liabilities  or  assets
     consisting of or including Eurocurrency Liabilities (or with
     respect  to any other category of liabilities that  includes
     deposits  by  reference  to  which  the  interest  rate   on
     Eurodollar   Rate   Advances  or  LIBO  Rate   Advances   is
     determined) having a term equal to such Interest Period.

          "Events  of  Default"  has  the  meaning  specified  in
     Section 6.01.

          "Existing Credit Agreements" means (a) the $500,000,000
     Third Amended and Restated Credit Agreement dated as of July
     24,  2000,  as  amended through the date hereof,  among  the
     Borrower,  certain lenders party thereto,  Citibank,  as  an
     administrative  agent and paying agent, The Chase  Manhattan
     Bank,  as  an administrative agent, Fleet National Bank,  as
     syndication   agent,   and  Bank  of   America,   N.A.,   as
     documentation  agent  and (b) the $1,500,000,000  Five  Year
     Credit  Agreement  dated  as of July  28,  1997  as  amended
     through the date hereof, among the Borrower, certain lenders
     party  thereto,  Citibank,  as an administrative  agent  and
     paying agent, The Chase Manhattan Bank, as an administrative
     agent, BankBoston, N.A., as syndication agent, and The  Bank
     of   America,  National  Trust  &  Savings  Association,  as
     documentation agent.

          "Extension  Date" has the meaning specified in  Section
2.16(b).

          "Facility" means the Revolving Credit Facility.

          "Facility  Fee  Percentage" means, as of  any  date,  a
     percentage  per  annum  determined  by  reference   to   the
     Performance Level in effect on such date as set forth below:

                 Performance       Facility Fee
                    Level           Percentage
                   Level 1            0.060%
                   Level 2            0.070%
                   Level 3            0.100%
                   Level 4            0.125%
                   Level 5            0.175%
                   Level 6            0.200%

     In  the case of a change in the Facility Fee Percentage  due
     to  a  change  in the Interest Coverage Ratio,  such  change
     shall  be  effective five Business Days after  the  date  on
     which   the   Paying  Agent  receives  financial  statements
     pursuant  to  Section  5.01(h)(i) or (ii)  together  with  a
     certificate  of the chief financial officer of the  Borrower
     demonstrating such Interest Coverage Ratio.  In the case  of
     a  change in the Facility Fee Percentage due to a change  in
     the  Public Debt Rating, such change shall be effective five
     Business  Days  after  the date on which  the  Paying  Agent
     receives a certificate of the chief financial officer of the
     Borrower pursuant to Section 5.01(h)(vi) setting forth  such
     Public Debt Rating.

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

          "Fiscal  Year" means a fiscal year of the Borrower  and
     its Consolidated Subsidiaries ending on the Saturday closest
     to January 31 in any calendar year.

          "Five Year Credit Agreement" means the Five Year Credit
     Agreement  of  even  date herewith among the  Borrower,  the
     lenders party thereto, Citibank, as administrative agent and
     as  paying agent, and Chase, as administrative agent,  Fleet
     National  Bank, as syndication agent, and Bank  of  America,
     N.A.,  The Bank of New York and Credit Suisse First  Boston,
     as   documentation  agents,  as  amended,  supplemented   or
     otherwise modified from time to time.

          "Fixed  Rate  Advances" has the  meaning  specified  in
     Section 2.03(a)(i).

          "GAAP"  means generally accepted accounting  principles
     in  the  United States of America as in effect from time  to
     time  set  forth in the opinions and pronouncements  of  the
     Accounting  Principles Board and the American  Institute  of
     Certified   Public  Accountants  and  the   statements   and
     pronouncements of the Financial Accounting Standards  Board,
     or  in such other statements by any successor entity as  may
     be  in general use by significant segments of the accounting
     profession, which are applicable to the circumstances as  of
     the  date  of determination; provided that, with respect  to
     the  calculation of the financial ratios and the terms  used
     in  the  covenants  contained  in  this  Agreement  and  the
     definitions related thereto, "GAAP" means generally accepted
     accounting principles in effect in the United States on  the
     date  of  the  financial statements referred to  in  Section
     4.01(e), it being understood that, upon any change  in  GAAP
     as  at  such  date that affects in any material respect  the
     financial  ratios  and  the  covenants  contained  in   this
     Agreement, the Borrower and the Paying Agent will  negotiate
     in  good faith to adapt or conform any such financial ratios
     and  covenants  and the definitions related thereto  to  any
     such changes in GAAP to the extent necessary to maintain the
     original  economic  terms  of  such  financial  ratios   and
     covenants  as  in effect under this Agreement  on  the  date
     hereof,  the Paying Agent shall promptly notify the  Lenders
     in  writing  of  the  negotiated changes to  such  financial
     ratios,  covenants and definitions, and if, by the 30th  day
     after the date such notice is given (i) the Required Lenders
     shall  not  have objected in writing to such  changes,  such
     changes  shall be deemed to be effective, and this Agreement
     shall  be deemed to be amended accordingly, as of such  30th
     day,  without further action on the part of any party hereto
     or  (ii)  the Required Lenders shall have objected  to  such
     changes,  then,  until this Agreement shall  be  amended  in
     accordance  with the terms of Section 8.01 to  reflect  such
     changes  as  may  be  necessary  to  maintain  the  original
     economic  terms of such financial ratios and covenants,  the
     financial  ratios and covenants immediately in effect  prior
     to such amendment shall remain in effect.

          "Hazardous Materials" means (a) petroleum and petroleum
     products,  byproducts  or  breakdown  products,  radioactive
     materials,  asbestos-containing  materials,  polychlorinated
     biphenyls  and  radon  gas  and  (b)  any  other  chemicals,
     materials  or substances designated, classified or regulated
     as hazardous or toxic or as a pollutant or contaminant under
     any Environmental Law.

          "Hedge  Agreements" means interest rate  swap,  cap  or
     collar agreements, interest rate future or option contracts,
     currency   swap  agreements,  currency  future   or   option
     contracts and other similar agreements.

          "Indemnified  Party"  has  the  meaning  specified   in
     Section 8.04(b).

          "Information   Memorandum"   means   the    information
     memorandum dated May 2001 used by the Administrative  Agents
     in connection with the syndication of the Commitments.

          "Initial  Lenders"  has the meaning  specified  in  the
     recital of parties of this Agreement.

          "Interest  Coverage  Ratio"  means,  at  any  date   of
     determination,  the  ratio of Consolidated  EBITDA  for  the
     Measurement Period then most recently ended to Net  Interest
     Expense for such Measurement Period determined in accordance
     with GAAP.

          "Interest  Period"  means,  for  each  Eurodollar  Rate
     Advance  comprising  part  of  the  same  Revolving   Credit
     Borrowing and each LIBO Rate Advance comprising part of  the
     same Competitive Bid Borrowing, the period commencing on the
     date of such Eurodollar Rate Advance or LIBO Rate Advance or
     the  date  of  the Conversion of any Base Rate Advance  into
     such  Eurodollar Rate Advance and ending on the last day  of
     the   period  selected  by  the  Borrower  pursuant  to  the
     provisions below and, thereafter, with respect to Eurodollar
     Rate Advances, each subsequent period commencing on the last
     day  of the immediately preceding Interest Period and ending
     on  the  last  day  of the period selected by  the  Borrower
     pursuant to the provisions below.  The duration of each such
     Interest  Period shall be seven days or one, two,  three  or
     six months, as the Borrower may, upon notice received by the
     Paying Agent not later than 11:00 A.M. (New York City  time)
     on  the  third Business Day prior to the first day  of  such
     Interest Period, select; provided, however, that:

               (i)   the  Borrower  may not select  any  Interest
          Period  that  ends after the Revolver Termination  Date
          then  in effect or, if the Advances have been converted
          to  a  term loan pursuant to Section 2.06 prior to such
          selection, that ends after the Maturity Date;

               (ii)  Interest Periods commencing on the same date
          for  Eurodollar Rate Advances comprising  part  of  the
          same  Revolving  Credit  Borrowing  or  for  LIBO  Rate
          Advances  comprising part of the same  Competitive  Bid
          Borrowing shall be of the same duration;

               (iii)      whenever the last day of  any  Interest
          Period  would  otherwise occur on a day  other  than  a
          Business  Day,  the  last day of such  Interest  Period
          shall  be  extended  to occur on  the  next  succeeding
          Business   Day,  provided,  however,  that,   if   such
          extension  would  cause the last day of  such  Interest
          Period  to occur in the next following calendar  month,
          the last day of such Interest Period shall occur on the
          next preceding Business Day; and

               (iv) whenever the first day of any Interest Period
          occurs on a day of an initial calendar month for  which
          there  is  no  numerically  corresponding  day  in  the
          calendar  month  that  succeeds such  initial  calendar
          month  by  the number of months equal to the number  of
          months  in  such Interest Period, such Interest  Period
          shall  end  on the last Business Day of such succeeding
          calendar month.

          "Internal Revenue Code" means the Internal Revenue Code
     of  1986,  as amended from time to time, and the regulations
     promulgated and rulings issued thereunder.

          "Insufficiency" means, with respect to  any  Plan,  the
     amount,  if  any,  of its unfunded benefit  liabilities,  as
     defined in Section 4001(a)(18) of ERISA.

          "Lenders"  means  the  Initial Lenders,  each  Assuming
     Lender  that shall become a party hereto pursuant to Section
     2.16  and  each  Person  that shall become  a  party  hereto
     pursuant  to Section 8.07 and, except when used in reference
     to  a  Revolving Credit Advance, A Revolving Credit Note,  a
     Commitment or a related term, each Designated Bidder.

          "Leverage  Ratio" means, at any date of  determination,
     the  ratio  of  Consolidated Debt to the sum of Consolidated
     Debt  plus  Consolidated net worth of the Borrower  and  its
     Subsidiaries   calculated  on  a   Consolidated   basis   in
     accordance with GAAP.

          "LIBO Rate" means, with respect to each day during each
     Interest  Period  for  a  LIBO  Rate  Advance  comprising  a
     Competitive  Bid Borrowing, the rate of interest  per  annum
     obtained by dividing (a) the "LIBO Rate" determined (i) on a
     basis of the rate for deposits in Dollars for a period equal
     to  such  Interest  Period appearing on  page  3750  of  the
     Telerate  screen as of 11:00 A.M., London time, two Business
     Days  prior to the beginning of such Interest Period or,  if
     such  rate  does  not appear on Page 3750  of  the  Telerate
     screen  (or otherwise on such service), the rate  per  annum
     (rounded  upward  to the nearest 1/16 of 1%  per  annum)  at
     which  deposits  are  offered by another publicly  available
     service displaying eurodollar rates as may be agreed upon by
     the Paying Agent and the Borrower or (ii) in the absence  of
     such appearance or agreement, by reference to the average of
     the  rate  of  interest  per annum (rounded  upward  to  the
     nearest  whole  multiple of 1/16 of 1% per  annum,  if  such
     average is not such a multiple) at which deposits in Dollars
     are offered by the principal office of each of the Reference
     Banks  in  London,  England to prime  banks  in  the  London
     interbank  market at 11:00 A.M. (London time)  two  Business
     Days  before  the first day of such Interest  Period  in  an
     amount  substantially equal to each of such Reference Bank's
     LIBO  Rate  Advance to be outstanding during  such  Interest
     Period (or, if any such Reference Bank shall not have a LIBO
     Rate  Advance that is to be outstanding during such Interest
     Period,  in an amount equal to $1,000,000) and for a  period
     equal  to such Interest Period by (b) a percentage equal  to
     100%  minus the Eurodollar Rate Reserve Percentage for  such
     Interest  Period.  In the case of any LIBO  Rate  determined
     pursuant  to  clause (a)(ii) above, the LIBO  Rate  for  any
     Interest  Period for each LIBO Rate Advance comprising  such
     Competitive Bid Borrowing shall be determined by the  Paying
     Agent  on  the  basis of applicable rates  received  by  the
     Paying  Agent  from  the Reference Banks two  Business  Days
     before  the  first  day  of such Interest  Period,  subject,
     however, to the provisions of Section 2.08.

          "LIBO  Rate  Advances"  has the  meaning  specified  in
     Section 2.03(a)(i).

          "Lien"  means  any  lien, security  interest  or  other
     charge  or  encumbrance of any kind, or any  other  type  of
     preferential arrangement, including, without limitation, the
     lien or retained security title of a conditional vendor  and
     any easement, right of way or other encumbrance on title  to
     real property.

          "Loan Documents" means this Agreement and the Notes, as
     each may be amended, supplemented or otherwise modified from
     time to time.

          "Material  Adverse Change" means any  material  adverse
     change  in the business, condition (financial or otherwise),
     operations,  performance, properties  or  prospects  of  the
     Borrower and its Subsidiaries, taken as a whole.

          "Material  Adverse Effect" means an effect that  causes
     or  results in or has a reasonable likelihood of causing  or
     resulting  in  any  material  adverse  change  in  (a)   the
     business,  condition  (financial or otherwise),  operations,
     performance, properties or prospects of the Borrower and its
     Subsidiaries, taken as a whole, (b) the rights and  remedies
     of  any Agent or any Lender under any Loan Document, (c) the
     ability of the Borrower to perform its Obligations under any
     Loan   Document   or   (d)   the   legality,   validity   or
     enforceability of any Loan Document.

          "Material  Subsidiary" of the Borrower  means,  at  any
     time, any Subsidiary of the Borrower having (a) assets  with
     a value of not less than 5% of the total value of the assets
     of  the Borrower and its Consolidated Subsidiaries, taken as
     a  whole, or (b) Consolidated EBITDA not less than 5% of the
     Consolidated  EBITDA  of the Borrower and  its  Consolidated
     Subsidiaries, taken as a whole, in each case as of  the  end
     of  or  for the most recently completed Fiscal Year  of  the
     Borrower.

          "Maturity  Date" means the earlier of  (a)  the  second
     anniversary  of the Term Loan Conversion Date  and  (b)  the
     date  of  termination in whole of the aggregate  Commitments
     pursuant to Section 2.05 or 6.01.

          "Measurement   Period"   means,   at   any   date    of
     determination,  the  period of the four  consecutive  fiscal
     quarters of the Borrower then most recently ended for  which
     the  Paying  Agent  has (or should have) received  financial
     statements  in compliance with Section 5.01(h)  (or  Section
     5.01(h) of the Existing Credit Agreements).

          "Minor Subsidiary" means any Subsidiary of the Borrower
     that is not a Material Subsidiary.

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

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

          "Multiple Employer Plan" means a single employer  plan,
     as  defined  in Section 4001(a)(15) of ERISA,  that  (a)  is
     maintained  for  employees  of the  Borrower  or  any  ERISA
     Affiliate  and at least one Person other than  the  Borrower
     and  the  ERISA Affiliates or (b) was so maintained  and  in
     respect  of which the Borrower or any ERISA Affiliate  could
     have  liability under Section 4064 or 4069 of ERISA  in  the
     event such plan has been or were to be terminated.

          "Net  Interest  Expense" means,  for  any  period,  the
     amount  (if any) by which (a) interest payable on  all  Debt
     (including,  without limitation, the interest  component  of
     Capitalized  Leases) and amortization of deferred  financing
     fees  and  debt discount in respect of all Debt exceeds  (b)
     interest  income,  in  each case of  the  Borrower  and  its
     Subsidiaries  for such period, calculated on a  Consolidated
     basis in accordance with GAAP.

          "Non-Consenting  Lender" has the meaning  specified  in
     Section 2.16(b).

          "Note"  means a Revolving Credit Note or a  Competitive
     Bid Note.

          "Notice  of Competitive Bid Borrowing" has the  meaning
     specified in Section 2.03(a).

          "Notice  of Revolving Credit Borrowing" has the meaning
     specified in Section 2.02(a).

          "Obligation"  means, with respect to  any  Person,  any
     payment,  performance or other obligation of such Person  of
     any  kind,  including, without limitation, any liability  of
     such  Person on any claim, whether or not the right  of  any
     creditor  to payment in respect of such claim is reduced  to
     judgment,   liquidated,  unliquidated,  fixed,   contingent,
     matured, disputed, undisputed, legal, equitable, secured  or
     unsecured,  and  whether or not such  claim  is  discharged,
     stayed  or otherwise affected by any proceeding referred  to
     in  Section 6.01(e).  Without limiting the generality of the
     foregoing,  the Obligations of the Borrower under  the  Loan
     Documents  include  (a)  the obligation  to  pay  principal,
     interest,  charges,  expenses,  fees,  attorneys'  fees  and
     disbursements, indemnities and other amounts payable by  the
     Borrower  under any Loan Document and (b) the obligation  of
     the  Borrower to reimburse any amount in respect of  any  of
     the  foregoing that any Lender, in its sole discretion,  may
     elect to pay or advance on behalf of the Borrower.

          "Original  Currency"  has  the  meaning  specified   in
     Section 8.12.

          "Other  Currency" has the meaning specified in  Section
     8.12.

          "Paying Agent" has the meaning specified in the recital
     of parties to this Agreement.

          "Paying  Agent's  Account" means  the  account  of  the
     Paying  Agent maintained by the Paying Agent with its office
     at  399  Park  Avenue,  New York, New  York  10043,  Account
     No. 36852248, Account Name: Medium Term Finance/NAIB Agency,
     Reference: Federated.

          "PBGC"  means the Pension Benefit Guaranty  Corporation
     (or any successor).

          "Performance   Level"  means,  as  of   any   date   of
     determination, the numerically lower level set  forth  below
     as  then in effect, as determined by reference to the Public
     Debt  Rating  and  Interest Coverage Ratio then  in  effect,
     provided,   however,  that  if  the  Level  established   by
     reference   to  the  Public  Debt  Rating  and   the   Level
     established by reference to the Interest Coverage Ratio  are
     more  than one Level apart, the Performance Level  shall  be
     the  Level  that  is numerically one below  the  numerically
     higher of the two Levels so established:

     Level 1              The  Public Debt Rating is greater than
                    or  equal to A2 or A or the Interest Coverage
                    Ratio is 6.25:1.00 or greater;

     Level 2              The  Public Debt Rating is A3 or A-  or
                    the  Interest Coverage Ratio is 5.75:1.00  or
                    greater but less than 6.25:1.00;

     Level 3              The  Public Debt Rating is Baa1 or BBB+
                    or  the  Interest Coverage Ratio is 5.00:1.00
                    or greater but less than 5.75:1.00;

     Level 4             The Public Debt Rating is Baa2 or BBB or
                    the  Interest Coverage Ratio is 4.50:1.00  or
                    greater but less than 5.00:1.00;

     Level 5              The  Public Debt Rating is Baa3 or BBB-
                    or  the  Interest Coverage Ratio is 3:75:1.00
                    or greater but less than 4.50:1.00;

     Level 6              The  Public Debt Rating is  lower  than
                    Baa3  or BBB- and the Interest Coverage Ratio
                    is lower than 3.75:1.00;

          "Permitted  Liens" means such of the  following  as  to
     which   no  enforcement,  collection,  execution,  levy   or
     foreclosure proceeding shall have been commenced:  (a) Liens
     for taxes, assessments and governmental charges or levies to
     the  extent  not  required to be paid under Section  5.01(b)
     hereof;  (b)  Liens  imposed by law, such as  materialmen's,
     mechanics', carriers', workmen's and repairmen's  Liens  and
     other  similar  Liens  arising in  the  ordinary  course  of
     business  securing obligations that are not  overdue  for  a
     period  of more than 30 days or that are being contested  in
     good  faith by appropriate proceedings; (c) Liens  (if  any)
     arising by operation of law and pledges or deposits made  in
     the ordinary course of business in connection with liability
     insurance,  workers'  compensation, unemployment  insurance,
     old-age  pensions and other social security benefits,  other
     than  with  respect  to employee benefit  plans  subject  to
     ERISA;  and  (d) zoning restrictions, easements,  rights  of
     way,  reciprocal easement agreements, operating  agreements,
     covenants, conditions or restrictions on the use of any real
     property that do not interfere in any material respect  with
     the ordinary conduct of the business of the Borrower and its
     Subsidiaries or do not materially adversely affect the value
     of such property for the purpose of such business.

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

          "Plan"  means  a  Single Employer Plan  or  a  Multiple
     Employer Plan.

          "Preferred   Stock"   means,  with   respect   to   any
     corporation,  capital stock issued by such corporation  that
     is  entitled  to  a preference or priority  over  any  other
     capital   stock   issued  by  such  corporation   upon   any
     distribution  of  such  corporation's  assets,  whether   by
     dividend or upon liquidation.

          "Pro  Rata Share" of any amount means, with respect  to
     any  Lender at any time, the product of such amount times  a
     fraction  the  numerator of which  is  the  amount  of  such
     Lender's  Revolving Credit Commitment at such time  and  the
     denominator  of  which is the Revolving Credit  Facility  at
     such time.

          "Public Debt Rating" means, as of any date, the  higher
     of  (a)  the  lowest  rating that  has  been  most  recently
     announced  by  Moody's for any class of non-credit  enhanced
     long-term  senior unsecured debt issued by the Borrower  and
     (b)  the rating that has been most recently announced by S&P
     as  the Borrower's "Corporate Credit Rating", provided, that
     if  the ratings referred to in clause (a) and (b) above  are
     each  referred to in Performance Levels which are more  than
     one Performance Level apart, the Public Debt Rating shall be
     the  Public  Debt  Rating indicated within  the  Performance
     Level  that is numerically one below the numerically  higher
     of  the  two Performance Levels in which the ratings are  so
     referenced.  For purposes of the foregoing, (i) if only  one
     of  S&P  and  Moody's  shall have in effect  a  Public  Debt
     Rating,  the Applicable Margin, the Facility Fee  Percentage
     and  Applicable  Utilization  Fee  shall  be  determined  by
     reference to the available rating; (ii) if neither  S&P  nor
     Moody's  shall  have  in effect a Public  Debt  Rating,  the
     Applicable   Margin,   the  Facility  Fee   Percentage   and
     Applicable  Utilization Fee will be determined by  reference
     to  the Interest Coverage Ratio then in effect; (iii) if any
     rating established by S&P or Moody's shall be changed,  such
     change shall be effective as of five Business Days after the
     date  on  which such change is demonstrated in a certificate
     of  the  chief  financial officer of the Borrower  delivered
     pursuant to Section 5.01(h)(vi); and (iv) if S&P or  Moody's
     shall  change  the  basis on which ratings are  established,
     each reference to the Public Debt Rating announced by S&P or
     Moody's,  as  the  case  may be, shall  refer  to  the  then
     equivalent rating by S&P or Moody's, as the case may be.

          "Receivables Financing Facility" means the  receivables
     financing  facilities currently established by the  Borrower
     and  any  replacement thereof or other receivables financing
     pursuant to which certain Subsidiaries of the Borrower issue
     non-recourse  Debt and commercial paper secured  by  certain
     receivables of the Borrower and its Subsidiaries.

          "Redeemable"  means, with respect to any capital  stock
     or  other ownership or profit interest, Debt or other  right
     or  Obligation, any such right or Obligation  that  (a)  the
     issuer  has  undertaken to redeem at a fixed or determinable
     date  or  dates, whether by operation of a sinking  fund  or
     otherwise, or upon the occurrence of a condition not  solely
     within the control of the issuer or (b) is redeemable at the
     option of the holder.

          "Reference Banks" means Citibank and Chase.

          "Register"    has    the    meaning    specified     in
     Section 8.07(e).

          "Reportable Event" has the meaning specified in Section
     4043 of ERISA, excluding any event with respect to which the
     30-day notice requirement has been waived.

          "Required  Lenders" means at any time Lenders  owed  or
     holding  at least a majority in interest of the sum  of  (a)
     the  then aggregate unpaid principal amount of the Revolving
     Credit  Advances owing to Lenders at such time, and (b)  the
     aggregate Unused Revolving Credit Commitments at such  time,
     provided,  however, that if any Lender shall be a Defaulting
     Lender  at  such  time,  there shall be  excluded  from  the
     determination  of  Required Lenders at  such  time  (i)  the
     unpaid  principal  amount of the Revolving  Credit  Advances
     made  by such Defaulting Lender and outstanding at such time
     and  (ii)  the  Unused Revolving Credit Commitment  of  such
     Defaulting Lender at such time.

          "Responsible  Officer" means any executive  officer  of
     the Borrower or any of its Subsidiaries or any other officer
     of  the Borrower of any of its Subsidiaries responsible  for
     overseeing  or reviewing compliance with this  Agreement  or
     any other Loan Document.

          "Revolver Termination Date" means the earlier  of  June
     28,  2002  (subject  to the extension  thereof  pursuant  to
     Section  2.16) and the date of termination in whole  of  the
     Revolving  Credit Commitments pursuant to  Section  2.05  or
     6.01; provided, however, that the Revolver Termination  Date
     of  any  Lender  that  is  a Non-Consenting  Lender  to  any
     requested  extension pursuant to Section 2.16 shall  be  the
     Revolver Termination Date in effect immediately prior to the
     applicable Extension Date for all purposes of this Agreement
     and any Notes.

          "Revolving Credit Advance" means an advance by a Lender
     to the Borrower as part of a Revolving Credit Borrowing and,
     if   the  Borrower  has  made  the  Term  Loan  Election  in
     accordance  with  Section 2.06, includes each  such  Advance
     that  remains  outstanding after the  Term  Loan  Conversion
     Date, and refers to a Base Rate Advance or a Eurodollar Rate
     Advance  (each  of  which shall be a  "Type"  of   Revolving
     Credit Advance).

          "Revolving   Credit   Borrowing"  means   a   borrowing
     consisting of simultaneous Revolving Credit Advances of  the
     same   Type  made  by  each  of  the  Lenders  pursuant   to
     Section 2.01.

          "Revolving  Credit Commitment" means, with  respect  to
     any  Revolving  Credit Lender at any time,  the  amount  set
     forth opposite such Lender's name on Schedule I hereto under
     the caption "Revolving Credit Commitment" or, if such Lender
     has entered into one or more Assignment and Acceptances, set
     forth  for  such  Lender in the Register maintained  by  the
     Paying  Agent  pursuant to Section 8.07(e) as such  Lender's
     "Revolving Credit Commitment", as such amount may be reduced
     at or prior to such time pursuant to Section 2.05.

          "Revolving  Credit Facility" means, at  any  time,  the
     aggregate  amount of the Revolving Credit Lenders' Revolving
     Credit Commitments at such time.

          "Revolving Credit Lender" means any Lender that  has  a
     Revolving  Credit  Commitment  and,  except  when  used   in
     reference to a Revolving Credit Advance, a Revolving  Credit
     Borrowing,  a  Revolving  Credit Note,  a  Commitment  or  a
     related term, any Designated Bidder.

          "Revolving Credit Note" means a promissory note of  the
     Borrower   payable   to  the  order  of   any   Lender,   in
     substantially  the form of Exhibit A hereto, evidencing  the
     aggregate  indebtedness  of  the  Borrower  to  such  Lender
     resulting  from the Revolving Credit Advances made  by  such
     Lender.

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

          "Single Employer Plan" means a single employer plan, as
     defined  in  Section  4001(a)(15)  of  ERISA,  that  (a)  is
     maintained  for  employees of the  Borrower  or  any   ERISA
     Affiliate  and  no  Person other than the Borrower  and  the
     ERISA Affiliates or (b) was so maintained and in respect  of
     which  the  Borrower  or  any  ERISA  Affiliate  could  have
     liability under Section 4069 of ERISA in the event such plan
     has been or were to be terminated.

          "Subsidiary"  of  any  Person  means  any  corporation,
     partnership, joint venture, limited liability company, trust
     or  estate of which (or in which) more than 50% of  (a)  the
     issued  and outstanding capital stock having ordinary voting
     power to elect a majority of the Board of Directors of  such
     corporation  (irrespective of whether at  the  time  capital
     stock  of  any  other class or classes of  such  corporation
     shall or might have voting power upon the occurrence of  any
     contingency), (b) the interest in the capital or profits  of
     such limited liability company, partnership or joint venture
     or (c) the beneficial interest in such trust or estate is at
     the  time directly or indirectly owned or controlled by such
     Person,  by  such  Person  and one  or  more  of  its  other
     Subsidiaries  or  by  one  or more of  such  Person's  other
     Subsidiaries.

          "Syndication  Agent" has the meaning specified  in  the
     recital of parties to this Agreement.

          "Tangible Assets" means, with respect to any Person  as
     of  any  date  of  determination, the total assets  of  such
     Person   less   the  sum  of  (i)  goodwill,  organizational
     expenses,  research  and development  expenses,  trademarks,
     trade   names,  copyrights,  patents,  patent  applications,
     licenses  and  rights  in  any thereof,  and  other  similar
     intangibles, (ii) all prepaid expenses, deferred charges  or
     unamortized  debt discount and expense, (iii)  all  reserves
     carried and not deducted from assets, and (iv) any items not
     included in clauses (i) through (iii) above, in each case of
     such  Person  and  which  are  treated  as  intangibles   in
     conformity with GAAP.

          "Term  Loan Conversion Date" has the meaning  specified
     in Section 2.06.

          "Term  Loan  Election"  has the  meaning  specified  in
     Section 2.06.

          "Unused   Revolving  Credit  Commitment"  means,   with
     respect  to  any  Lender  at any  time,  (a)  such  Lender's
     Revolving  Credit  Commitment at such  time  minus  (b)  the
     aggregate principal amount of all Revolving Credit  Advances
     made  by such Lender and outstanding at such time minus  (c)
     such  Lender's  pro  rata share of the  aggregate  principal
     amount  of all Competitive Bid Advances made by the  Lenders
     and outstanding at such time.

          "Voting  Stock"  means  capital  stock  issued   by   a
     corporation,  or equivalent interests in any  other  Person,
     the  holders  of  which are ordinarily, in  the  absence  of
     contingencies,  entitled  to  vote  for  the   election   of
     directors (or persons performing similar functions) of  such
     Person,  even if the right so to vote has been suspended  by
     the happening of such a contingency.

          "Withdrawal  Liability" has the  meaning  specified  in
     Part 1 of Subtitle E of Title IV of ERISA.

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

          SECTION 1.03.  Accounting Terms.  All accounting  terms
not  specifically defined herein shall be construed in accordance
with GAAP.

          SECTION 1.04.  Currency Equivalents Generally.  For all
purposes  of  this  Agreement except  as  otherwise  specifically
provided herein, the equivalent in any Alternative Currency of an
amount  in  Dollars shall be determined at the rate  of  exchange
quoted by Citibank in New York City, at 9:00 A.M. (New York  City
time)  on  the date of determination, to prime banks in New  York
City  for  the  spot  purchase in the New York  foreign  exchange
market  of such amount of Dollars with such Alternative Currency.
Citibank's  determination of each spot rate of exchange  pursuant
to  this  Agreement shall be final and conclusive absent manifest
error.

                           ARTICLE II

                AMOUNTS AND TERMS OF THE ADVANCES

          SECTION 2.01.  The Revolving Credit Advances.  (a)  The
Revolving Credit Advances.  Each Lender severally agrees, on  the
terms  and  conditions hereinafter set forth, to  make  Revolving
Credit Advances to the Borrower from time to time on any Business
Day  during the period from the Effective Date until the  earlier
of  the  Revolver  Termination Date and the Term Loan  Conversion
Date  in an amount for each such Advance not to exceed an  amount
equal  to  such Lender's Unused Revolving Credit Commitment  less
such  Lender's  Pro Rata Share of the Commercial Paper  Set-Aside
Amount at such time.  Each Revolving Credit Borrowing shall be in
an  aggregate  amount of $10,000,000 or an integral  multiple  of
$5,000,000  in  excess  thereof, and shall consist  of  Revolving
Credit  Advances  of the same Type made on the same  day  by  the
Lenders  ratably  according to their respective Revolving  Credit
Commitments.  Within the limits of each Lender's Revolving Credit
Commitment,  the  Borrower may borrow under  this  Section  2.01,
repay   pursuant   to   Section  2.06(a),  prepay   pursuant   to
Section 2.10 and reborrow under this Section 2.01.

          (b)   Set-Aside  of Commitments to Backstop  Commercial
Paper.   At any time during which the Borrower has any Commercial
Paper  outstanding,  a  portion of the  Unused  Revolving  Credit
Commitments in an aggregate amount equal to the amount  by  which
(i)   the   aggregate  face  amount  of  such  Commercial   Paper
outstanding at such time exceeds (ii) the "Commercial Paper  Set-
Aside  Amount" in effect under the Five Year Credit Agreement  at
such time shall, without further action on the part of any party,
be  deemed  to be reserved for use as support for the obligations
of  the  Borrower under such Commercial Paper; provided that  the
reservation  of Unused Revolving Credit Commitments described  in
this  Section 2.01(b) shall be increased or decreased accordingly
upon notice from the Borrower to the Paying Agent at any time  to
reflect the Borrower's required liquidity reserves for Commercial
Paper.  The amount of Revolving Credit Commitments so reserved at
any  time pursuant to this Section 2.01(b) is referred to  herein
as the "Commercial Paper Set-Aside Amount".

          SECTION  2.02.   Making the Revolving Credit  Advances.
Each  Revolving Credit Borrowing shall be made on  notice,  given
not  later  than  11:00 A.M. (New York City time)  on  the  third
Business  Day prior to the date of the proposed Revolving  Credit
Borrowing  in the case of a Revolving Credit Borrowing consisting
of  Eurodollar  Rate  Advances,  or  the  date  of  the  proposed
Revolving  Credit  Borrowing in the case of  a  Revolving  Credit
Borrowing  consisting of Base Rate Advances, by the  Borrower  to
the  Paying Agent, which shall give to each Lender prompt  notice
thereof  by telecopier or telex.  Each such notice of a Revolving
Credit Borrowing (a "Notice of Revolving Credit Borrowing") shall
be  by telephone, confirmed immediately in writing, or telecopier
or   telex  in  substantially  the  form  of  Exhibit  B  hereto,
specifying  therein  the  requested (i) date  of  such  Revolving
Credit Borrowing, (ii) Type of Advances comprising such Revolving
Credit Borrowing, (iii) aggregate amount of such Revolving Credit
Borrowing,  and (iv) in the case of a Revolving Credit  Borrowing
consisting  of Eurodollar Rate Advances, initial Interest  Period
for  each  such  Revolving Credit Advance.   Each  Lender  shall,
before  1:00  P.M.  (New York City time)  on  the  date  of  such
Revolving Credit Borrowing, make available for the account of its
Applicable  Lending  Office to the Paying  Agent  at  the  Paying
Agent's Account, in same day funds, such Lender's ratable portion
of  such  Revolving Credit Borrowing.  After the  Paying  Agent's
receipt  of  such  funds and upon fulfillment of  the  applicable
conditions set forth in Article III, the Paying Agent  will  make
such  funds  available  to the Borrower  at  the  Paying  Agent's
address referred to in Section 8.02.

          (b)   Anything in subsection (a) above to the  contrary
notwithstanding, (i) the Borrower may not select Eurodollar  Rate
Advances  for  any  Revolving Credit Borrowing if  the  aggregate
amount   of   such  Revolving  Credit  Borrowing  is  less   than
$10,000,000  or  if  the  obligation  of  the  Lenders  to   make
Eurodollar  Rate  Advances shall then be  suspended  pursuant  to
Section  2.08  or 2.12 and (ii) the Eurodollar Rate Advances  may
not  be  outstanding as part of more than ten separate  Revolving
Credit Borrowings.

          (c)  Each Notice of Revolving Credit Borrowing shall be
irrevocable  and  binding on the Borrower.  In the  case  of  any
Revolving  Credit Borrowing that the related Notice of  Revolving
Credit Borrowing specifies is to be comprised of Eurodollar  Rate
Advances,  the Borrower shall indemnify each Lender  against  any
loss, cost or expense incurred by such Lender as a result of  any
failure to fulfill on or before the date specified in such Notice
of Revolving Credit Borrowing for such Revolving Credit Borrowing
the  applicable  conditions set forth in Article III,  including,
without  limitation,  any  loss (excluding  loss  of  anticipated
profits),  cost or expense incurred by reason of the  liquidation
or  reemployment  of  deposits or other funds  acquired  by  such
Lender  to fund the Advance to be made by such Lender as part  of
such Revolving Credit Borrowing when such Advance, as a result of
such failure, is not made on such date.

          (d)  Unless the Paying Agent shall have received notice
from a Lender prior to the date of any Revolving Credit Borrowing
that such Lender will not make available to the Paying Agent such
Lender's ratable portion of such Revolving Credit Borrowing,  the
Paying  Agent  may assume that such Lender has made such  portion
available  to  the Paying Agent on the date of such Borrowing  in
accordance  with  subsection (a) of this  Section  2.02  and  the
Paying  Agent  may,  in  reliance  upon  such  assumption,   make
available  to  the Borrower on such date a corresponding  amount.
If and to the extent that such Lender shall not have so made such
ratable  portion available to the Paying Agent, such  Lender  and
the  Borrower  severally  agree to  repay  to  the  Paying  Agent
forthwith  on  demand  such corresponding  amount  together  with
interest thereon, for each day from the date such amount is  made
available to the Borrower until the date such amount is repaid to
the  Paying  Agent,  at  (i) in the case  of  the  Borrower,  the
interest rate applicable at the time to Advances comprising  such
Borrowing and (ii) in the case of such Lender, the Federal  Funds
Rate.   If  such  Lender  shall repay to the  Paying  Agent  such
corresponding amount, such amount so repaid shall constitute such
Lender's Advance as part of such Borrowing for purposes  of  this
Agreement.

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

          SECTION 2.03.  The Competitive Bid Advances.  (a)  Each
Lender  severally  agrees that the Borrower may make  Competitive
Bid  Borrowings under this Section 2.03 from time to time on  any
Business  Day  during the period from the date hereof  until  the
date occurring 30 days prior to the Revolver Termination Date  in
the  manner  set forth below; provided that, (x) such Competitive
Bid  Borrowing shall not exceed an amount equal to the amount  by
which  the aggregate Unused Revolving Credit Commitments  of  the
Lenders  in  effect immediately prior to giving  effect  to  such
Competitive Bid Borrowing exceeds the Commercial Paper  Set-Aside
Amount  at  such  time  and  (y) following  the  making  of  each
Competitive   Bid  Borrowing,  the  aggregate   amount   of   the
Competitive  Bid  Advances of all Lenders then outstanding  shall
not exceed $400,000,000:.

          (i)    The  Borrower  may  request  a  Competitive  Bid
     Borrowing  under  this  Section 2.03 by  delivering  to  the
     Paying  Agent,  by  telecopier  or  telex,  a  notice  of  a
     Competitive  Bid  Borrowing (a "Notice  of  Competitive  Bid
     Borrowing"),  in  substantially  the  form  of  Exhibit  B-2
     hereto,  specifying therein the requested (v) date  of  such
     proposed Competitive Bid Borrowing, (w) aggregate amount  of
     such proposed Competitive Bid Borrowing, (x) in the case  of
     a   Competitive  Bid  Borrowing  consisting  of  LIBO   Rate
     Advances,  Interest Period, or in the case of a  Competitive
     Bid  Borrowing  consisting of Fixed Rate Advances,  maturity
     date for repayment of each Fixed Rate Advance to be made  as
     part  of such Competitive Bid Borrowing (which maturity date
     may  not be earlier than the date occurring 7 days after the
     date  of  such Competitive Bid Borrowing or later  than  the
     earlier  of  (I) 180 days after the date of such Competitive
     Bid  Borrowing  and  (II)  the Revolver  Termination  Date),
     (y)  interest  payment date or dates relating  thereto,  and
     (z)   other  terms  (if  any)  to  be  applicable  to   such
     Competitive  Bid  Borrowing,  not  later  than  10:00   A.M.
     (New York City time) (A) at least one Business Day prior  to
     the  date of the proposed Competitive Bid Borrowing, if  the
     Borrower  shall  specify in the Notice  of  Competitive  Bid
     Borrowing  that the rates of interest to be offered  by  the
     Lenders  shall  be  fixed  rates  per  annum  (the  Advances
     comprising any such Competitive Bid Borrowing being referred
     to  herein  as "Fixed Rate Advances") and (B) at least  four
     Business  Days prior to the date of the proposed Competitive
     Bid  Borrowing, if the Borrower shall instead specify in the
     Notice  of  Competitive  Bid Borrowing  that  the  rates  of
     interest  be offered by the Lenders are to be based  on  the
     LIBO  Rate  (the  Advances comprising such  Competitive  Bid
     Borrowing being referred to herein as "LIBO Rate Advances").
     Each   Notice   of  Competitive  Bid  Borrowing   shall   be
     irrevocable  and binding on the Borrower.  The Paying  Agent
     shall  in  turn promptly notify each Lender of each  request
     for  a  Competitive Bid Borrowing received by  it  from  the
     Borrower by sending such Lender a copy of the related Notice
     of Competitive Bid Borrowing.

          (ii)  Each  Lender may, if, in its sole discretion,  it
     elects  to  do  so, irrevocably offer to make  one  or  more
     Competitive  Bid Advances to the Borrower as  part  of  such
     proposed  Competitive Bid Borrowing at a rate  or  rates  of
     interest specified by such Lender in its sole discretion, by
     notifying  the Paying Agent (which shall give prompt  notice
     thereof  to the Borrower), before 10:00 A.M. (New York  City
     time)   on  the  date  of  such  proposed  Competitive   Bid
     Borrowing,  in  the  case  of  a Competitive  Bid  Borrowing
     consisting of Fixed Rate Advances and before 10:00 A.M. (New
     York  City time) three Business Days before the date of such
     proposed  Competitive  Bid  Borrowing,  in  the  case  of  a
     Competitive Bid Borrowing consisting of LIBO Rate  Advances,
     of the minimum amount and maximum amount of each Competitive
     Bid  Advance which such Lender would be willing to  make  as
     part  of  such  proposed Competitive  Bid  Borrowing  (which
     amounts may, subject to the proviso to the first sentence of
     this  Section 2.03(a), exceed such Lender's Revolving Credit
     Commitment, if any), the rate or rates of interest  therefor
     and such Lender's Applicable Lending Office with respect  to
     such  Competitive Bid Advance; provided that if  the  Paying
     Agent  in  its  capacity  as a Lender  shall,  in  its  sole
     discretion,  elect to make any such offer, it  shall  notify
     the  Borrower of such offer before 9:00 A.M. (New York  City
     time) on the date on which notice of such election is to  be
     given  to  the  Paying Agent by the other Lenders.   If  any
     Lender  shall elect not to make such an offer,  such  Lender
     shall  so  notify  the  Paying  Agent,  before  10:00   A.M.
     (New  York  City time) on the date on which notice  of  such
     election  is  to be given to the Paying Agent by  the  other
     Lenders,  and  such  Lender shall not be obligated  to,  and
     shall not, make any Competitive Bid Advance as part of  such
     Competitive Bid Borrowing; provided that the failure by  any
     Lender to give such notice shall not cause such Lender to be
     obligated  to make any Competitive Bid Advance  as  part  of
     such proposed Competitive Bid Borrowing.

          (iii)       The   Borrower  shall,  in   turn,   before
     11:00 A.M. (New York City time) on the date of such proposed
     Competitive Bid Borrowing, in the case of a Competitive  Bid
     Borrowing   consisting  of Fixed Rate  Advances  and  before
     1:00  P.M.  (New York City time) three Business Days  before
     the  date of such proposed Competitive Bid Borrowing, in the
     case  of a Competitive Bid Borrowing consisting of LIBO Rate
     Advances, either:

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

               (y)   accept one or more of the offers made by any
          Lender or Lenders pursuant to paragraph (ii) above,  in
          its  sole  discretion, by giving notice to  the  Paying
          Agent  of  the amount of each Competitive  Bid  Advance
          (which  amount  shall be equal to or greater  than  the
          minimum  amount, and equal to or less than the  maximum
          amount, notified to the Borrower by the Paying Agent on
          behalf  of such Lender for such Competitive Bid Advance
          pursuant  to paragraph (ii) above) to be made  by  each
          Lender  as part of such Competitive Bid Borrowing,  and
          reject any remaining offers made by Lenders pursuant to
          paragraph (ii) above by giving the Paying Agent  notice
          to  that effect.  The Borrower shall accept the  offers
          made  by any Lender or Lenders to make Competitive  Bid
          Advances in order of the lowest to the highest rates of
          interest  offered  by such Lenders.   If  two  or  more
          Lenders have offered the same interest rate, the amount
          to  be borrowed at such interest rate will be allocated
          among  such  Lenders in proportion to the  amount  that
          each such Lender offered at such interest rate.

          (iv)  If  the Borrower notifies the Paying  Agent  that
     such  Competitive  Bid  Borrowing is cancelled  pursuant  to
     paragraph (iii)(x) above, the Paying Agent shall give prompt
     notice  thereof  to  the Lenders and  such  Competitive  Bid
     Borrowing shall not be made.

          (v)   If the Borrower accepts one or more of the offers
     made by any Lender or Lenders pursuant to paragraph (iii)(y)
     above,  the  Paying  Agent  shall in  turn  promptly  notify
     (A)  each  Lender  that has made an offer  as  described  in
     paragraph  (ii) above, of the date and aggregate  amount  of
     such  Competitive Bid Borrowing and whether or not any offer
     or  offers  made  by such Lender pursuant to paragraph  (ii)
     above  have  been accepted by the Borrower, (B) each  Lender
     that  is  to make a Competitive Bid Advance as part of  such
     Competitive Bid Borrowing, of the amount of each Competitive
     Bid  Advance  to  be made by such Lender  as  part  of  such
     Competitive Bid Borrowing, and (C) each Lender  that  is  to
     make  a  Competitive Bid Advance as part of such Competitive
     Bid  Borrowing,  upon  receipt, that the  Paying  Agent  has
     received  forms  of  documents  appearing  to  fulfill   the
     applicable conditions set forth in Article III.  Each Lender
     that  is  to make a Competitive Bid Advance as part of  such
     Competitive Bid Borrowing shall, before 12:00 noon (New York
     City  time)  on  the date of such Competitive Bid  Borrowing
     specified  in  the  notice received from  the  Paying  Agent
     pursuant  to  clause (A) of the preceding  sentence  or  any
     later time when such Lender shall have received notice  from
     the  Paying  Agent pursuant to clause (C) of  the  preceding
     sentence,  make available for the account of its  Applicable
     Lending  Office  to the Paying Agent at the  Paying  Agent's
     Account,  in same day funds, such Lender's portion  of  such
     Competitive   Bid  Borrowing.   Upon  fulfillment   of   the
     applicable  conditions set forth in Article  III  and  after
     receipt by the Paying Agent of such funds, the Paying  Agent
     will make such funds available to the Borrower at the Paying
     Agent's address referred to in Section 8.02.  Promptly after
     each  Competitive Bid Borrowing the Paying Agent will notify
     each  Lender  of the amount and maturity of the  Competitive
     Bid  Borrowing  and the aggregate amount of the  Competitive
     Bid Advances outstanding immediately after giving effect  to
     such Competitive Bid Borrowing.

          (vi) If the Borrower notifies the Paying Agent that  it
     accepts  one  or more of the offers made by  any  Lender  or
     Lenders pursuant to paragraph (iii)(y) above, such notice of
     acceptance shall be irrevocable and binding on the Borrower.
     The  Borrower shall indemnify each Lender against any  loss,
     cost  or expense incurred by such Lender as a result of  any
     failure  to fulfill on or before the date specified  in  the
     related  Notice  of  Competitive  Bid  Borrowing  for   such
     Competitive  Bid  Borrowing  the applicable  conditions  set
     forth  in  Article III, including, without  limitation,  any
     loss  (excluding  loss  of  anticipated  profits),  cost  or
     expense   incurred   by  reason  of   the   liquidation   or
     reemployment  of  deposits or other funds acquired  by  such
     Lender  to  fund the Competitive Bid Advance to be  made  by
     such  Lender as part of such Competitive Bid Borrowing  when
     such  Competitive Bid Advance, as a result of such  failure,
     is not made on such date.

          (b)   Each  Competitive Bid Borrowing shall  be  in  an
aggregate  amount  of  $25,000,000 or  an  integral  multiple  of
$1,000,000  in excess thereof and, following the making  of  each
Competitive Bid Borrowing, the Borrower and each Lender shall  be
in  compliance with the limitations set forth in the  proviso  to
the first sentence of subsection (a) above.

          (c)   Within the limits and on the conditions set forth
in  this Section 2.03, the Borrower may from time to time  borrow
under   this   Section   2.03,  repay  or  prepay   pursuant   to
subsection  (d)  below,  and reborrow under  this  Section  2.03,
provided  that  a  Competitive Bid Borrowing shall  not  be  made
within two Business Days of the date of any other Competitive Bid
Borrowing.

          (d)   The Borrower shall repay to the Paying Agent  for
the  account  of  each  Lender that has made  a  Competitive  Bid
Advance,  on  the maturity date of each Competitive  Bid  Advance
(such  maturity  date being that specified by  the  Borrower  for
repayment  of such Competitive Bid Advance in the related  Notice
of    Competitive   Bid   Borrowing   delivered    pursuant    to
subsection (a)(i) above and provided in the Competitive Bid  Note
evidencing  such  Competitive  Bid  Advance),  the  then   unpaid
principal  amount of such Competitive Bid Advance.  The  Borrower
shall  have  no  right  to  prepay any principal  amount  of  any
Competitive  Bid  Advance unless, and then  only  on  the  terms,
agreed by the Lender of such Competitive Bid Advance.

          (e)   The  Borrower shall pay interest  on  the  unpaid
principal amount of each Competitive Bid Advance from the date of
such Competitive Bid Advance to the date the principal amount  of
such  Competitive Bid Advance is repaid in full, at the  rate  of
interest for such Competitive Bid Advance specified by the Lender
making  such  Competitive Bid Advance in its notice with  respect
thereto  delivered pursuant to subsection (a)(ii) above,  payable
on  the  interest payment date or dates specified by the Borrower
for  such  Competitive  Bid  Advance in  the  related  Notice  of
Competitive Bid Borrowing delivered pursuant to subsection (a)(i)
above,  as  provided in the Competitive Bid Note evidencing  such
Competitive  Bid  Advance.  Upon the occurrence  and  during  the
continuance  of  an  Event of Default,  the  Borrower  shall  pay
interest  on  the amount of unpaid principal of and  interest  on
each  Competitive  Bid  Advance owing to  a  Lender,  payable  in
arrears  on the date or dates interest is payable thereon,  at  a
rate  per annum equal at all times to 2% per annum above the rate
per  annum  required to be paid on such Competitive  Bid  Advance
under  the  terms  of  the Competitive Bid Note  evidencing  such
Competitive   Bid  Advance  unless  otherwise  agreed   in   such
Competitive Bid Note.

          (f)   The  indebtedness of the Borrower resulting  from
each  Competitive Bid Advance made to the Borrower as part  of  a
Competitive Bid Borrowing shall, upon the request of  the  Lender
making  such Competitive Bid Advance, be evidenced by a  separate
Competitive Bid Note of the Borrower payable to the order of  the
Lender making such Competitive Bid Advance, which Competitive Bid
Note  shall  be  delivered by the Borrower to  the  Paying  Agent
promptly following the making of such Competitive Bid Advance  in
a  principal  amount  equal  to  the  principal  amount  of  such
Competitive Bid Advance.

          (g)   Upon  delivery of each Notice of Competitive  Bid
Borrowing, the Borrower shall pay a non-refundable fee of  $2,000
to the Paying Agent for its own account.

          SECTION  2.04.  Fees.  (a)  Facility Fee.  The Borrower
agrees  to pay to the Paying Agent for the account of each Lender
(other  than  the  Designated Bidders)  a  facility  fee  on  the
aggregate  amount  of such Lender's Revolving  Credit  Commitment
from  the date hereof in the case of each Initial Lender and from
the  effective  date specified in the Assignment  and  Acceptance
pursuant  to which it became a Lender in the case of  each  other
Lender until the earlier of the Revolver Termination Date and the
Term  Loan  Conversion  Date at a rate per  annum  equal  to  the
Facility  Fee Percentage in effect from time to time, payable  in
arrears  quarterly on the last day of each March, June, September
and  December, commencing September 30, 2001, and on the Revolver
Termination  Date or the Term Loan Conversion Date, as  the  case
may  be;  provided, however, that any facility fee  accrued  with
respect to the Revolving Credit Commitment of a Defaulting Lender
during  the  period  prior  to the  time  such  Lender  became  a
Defaulting Lender and unpaid at such time shall not be payable by
the  Borrower so long as such Lender shall be a Defaulting Lender
except to the extent that such facility fee shall otherwise  have
been  due  and  payable by the Borrower prior to such  time;  and
provided  further  that  no facility  fee  shall  accrue  on  the
Revolving  Credit Commitment of a Defaulting Lender  so  long  as
such Lender shall be a Defaulting Lender.

          (b)   Paying Agent's Fees.  The Borrower shall  pay  to
the  Paying Agent for its own account such fees as may from  time
to time be agreed between the Borrower and the Paying Agent.

          SECTION   2.05.   Termination  or  Reduction   of   the
Commitments.   (a)  If the Borrower has not made  the  Term  Loan
Election  on  or  prior  to the Revolver  Termination  Date,  the
Commitments  shall be automatically terminated  on  the  Revolver
Termination  Date.   If  the Borrower  has  made  the  Term  Loan
Election  in  accordance  with Section 2.06,  on  the  Term  Loan
Conversion  Date  and  from  time to time  thereafter  upon  each
prepayment  of  the  Revolving  Credit  Advances,  the  aggregate
Commitments of the Lenders shall be automatically and permanently
reduced  on a pro rata basis by an amount equal to the  aggregate
Unused Revolving Credit Commitment in effect immediately prior to
such reduction.

          (b)   The Borrower shall have the right, upon at  least
three Business Days' notice to the Paying Agent, to terminate  in
whole  or  reduce  ratably  in part the Unused  Revolving  Credit
Commitments, provided that each partial reduction shall be in the
aggregate  amount  of  $25,000,000 or  an  integral  multiple  of
$10,000,000 in excess thereof.

          SECTION 2.06.  Repayment of Revolving Credit Advances;
Term Loan Election.  Subject to the next succeeding sentence, the
Borrower shall repay to the Paying Agent for the ratable account
of the Lenders on the Revolver Termination Date the aggregate
principal amount of the Revolving Credit Advances then
outstanding.  The Borrower may, so long as at the time of the
giving of notice (and the giving of such notice shall constitute
a representation and warranty by the Borrower that on such date
such statements are true) and on the Term Loan Conversion Date
(i) no Default has occurred and is continuing and (ii) the
representations and warranties contained in Section 4.01 are
correct on and as of such date, before and after giving effect to
such conversion, as though made on and as of such date (other
than any such representations or warranties that, by their terms,
refer to a specific date other than the date of such conversion,
in which case as of such specific date) at any time prior to the
Revolver Termination Date and upon not less than 15 days' notice
to the Paying Agent, elect (the "Term Loan Election") to convert
all of the Revolving Credit Advances outstanding on the date
specified in such notice (the "Term Loan Conversion Date") into a
term loan which the Borrower shall repay in full to the Paying
Agent for the ratable account of the Lenders on the Maturity
Date.

          SECTION 2.07.  Interest on Revolving Credit Advances.
(a)  Scheduled Interest.  The Borrower shall pay interest on the
unpaid principal amount of each Revolving Credit Advance owing to
each Lender from the date of such Advance until such principal
amount shall be paid in full, at the following rates per annum:

          (i)  Base Rate Advances.  During such periods as such
     Advance is a Base Rate Advance, a rate per annum equal at
     all times to the sum of (x) the Base Rate in effect from
     time to time plus (y) the Applicable Margin in effect from
     time to time plus (z) the Applicable Utilization Fee, if
     any, in effect from time to time, payable in arrears
     quarterly on the last day of each March, June, September and
     December during such periods and on the date such Base Rate
     Advance shall be Converted or paid in full.

          (ii) Eurodollar Rate Advances.  During such periods as
     such Advance is a Eurodollar Rate Advance, a rate per annum
     equal at all times during each Interest Period for such
     Advance to the sum of (x) the Eurodollar Rate for such
     Interest Period for such Advance plus (y) the Applicable
     Margin in effect from time to time plus (z) the Applicable
     Utilization Fee, if any, in effect from time to time,
     payable in arrears on the last day of such Interest Period
     and, if such Interest Period has a duration of more than
     three months, on each day that occurs during such Interest
     Period every three months from the first day of such
     Interest Period and on the date such Eurodollar Rate Advance
     shall be Converted or paid in full.

          (b)  Default Interest.  Upon the occurrence and during
the continuance of an Event of Default, the Borrower shall pay
interest on (i) the unpaid principal amount of each Revolving
Credit Advance owing to each Lender, payable in arrears on the
dates referred to in clause (a)(i) or (a)(ii) above, at a rate
per annum equal at all times to 2% per annum above the rate per
annum required to be paid on such Advance pursuant to
clause (a)(i) or (a)(ii) above and (ii) to the fullest extent
permitted by law, the amount of any interest, fee or other amount
payable hereunder that is not paid when due, from the date such
amount shall be due until such amount shall be paid in full,
payable in arrears on the date such amount shall be paid in full
and on demand, at a rate per annum equal at all times to 2% per
annum above the rate per annum required to be paid on Base Rate
Advances pursuant to clause (a)(i) above.

          SECTION 2.08.  Interest Rate Determination.  (a)  Each
Reference Bank agrees to furnish to the Paying Agent timely
information for the purpose of determining each Eurodollar Rate
and each LIBO Rate when necessary.  If any one or more of the
Reference Banks shall not furnish such timely information to the
Paying Agent for the purpose of determining any such interest
rate, the Paying Agent shall determine such interest rate on the
basis of timely information furnished by the remaining Reference
Banks.  The Paying Agent shall give prompt notice to the Borrower
and the Lenders of the applicable interest rate determined by the
Paying Agent for purposes of Section 2.07(a)(i) or (ii), and the
rate, if any, furnished by each Reference Bank for the purpose of
determining the interest rate under Section 2.07(a)(ii).

          (b)  If, with respect to any Eurodollar Rate Advances,
the Required Lenders notify the Paying Agent that the Eurodollar
Rate for any Interest Period for such Advances will not
adequately reflect the cost to such Required Lenders of making,
funding or maintaining their respective Eurodollar Rate Advances
for such Interest Period, the Paying Agent shall forthwith so
notify the Borrower and the Lenders, whereupon (i) each
Eurodollar Rate Advance will automatically, on the last day of
the then existing Interest Period therefor, Convert into a Base
Rate Advance, and (ii) the obligation of the Lenders to make, or
to Convert Revolving Credit Advances into, Eurodollar Rate
Advances shall be suspended until the Paying Agent shall notify
the Borrower and the Lenders that the circumstances causing such
suspension no longer exist.

          (c)  If the Borrower shall fail to select the duration
of any Interest Period for any Eurodollar Rate Advances in
accordance with the provisions contained in the definition of
"Interest Period" in Section 1.01, the Paying Agent will
forthwith so notify the Borrower and the Lenders and such
Advances will automatically, on the last day of the then existing
Interest Period therefor, Convert into Base Rate Advances.

          (d)  On the date on which the aggregate unpaid
principal amount of Eurodollar Rate Advances comprising any
Borrowing shall be reduced, by payment or prepayment or
otherwise, to less than $10,000,000, such Advances shall
automatically Convert into Base Rate Advances.

          (e)  Upon the occurrence and during the continuance of
any Event of Default, (i) each Eurodollar Rate Advance will
automatically, on the last day of the then existing Interest
Period therefor, Convert into a Base Rate Advance and (ii) the
obligation of the Lenders to make, or to Convert Advances into,
Eurodollar Rate Advances shall be suspended for the duration of
such Event of Default.

          (f)  During such time as the Eurodollar Rate or the
LIBO Rate, as the case may be, is determined by clause (a)(ii) of
the definition thereof, respectively, if neither Reference Bank
furnishes timely information to the Paying Agent for determining
the Eurodollar Rate or LIBO Rate for any Eurodollar Rate Advances
or LIBO Rate Advances, as the case may be,

          (i)  the Paying Agent shall forthwith notify the
     Borrower and the Lenders that the interest rate cannot be
     determined for such Eurodollar Rate Advances or LIBO Rate
     Advances, as the case may be,

          (ii) with respect to Eurodollar Rate Advances, each
     such Advance will automatically, on the last day of the then
     existing Interest Period therefor, Convert into a Base Rate
     Advance (or if such Advance is then a Base Rate Advance,
     will continue as a Base Rate Advance) until the Paying Agent
     shall notify the Borrower and the Lenders that the
     circumstances causing the suspension of Eurodollar Rate
     Advances or LIBO Rate Advances no longer exist, and

          (iii)     the obligation of the Lenders to make
     Eurodollar Rate Advances or LIBO Rate Advances or to Convert
     Advances into Eurodollar Rate Advances shall be suspended
     until the Paying Agent shall notify the Borrower and the
     Lenders that the circumstances causing such suspension no
     longer exist.

          SECTION 2.09.  Optional Conversion of Revolving Credit
Advances.  The Borrower may, upon notice given to the Paying
Agent not later than 11:00 A.M. (New York City time) on the third
Business Day prior to the date of the proposed Conversion and
subject to the provisions of Sections 2.08 and 2.12, on any
Business Day Convert all Revolving Credit Advances of one Type
comprising the same Borrowing into Revolving Credit Advances of
the other Type; provided, however, that any Conversion of
Eurodollar Rate Advances into Base Rate Advances shall be made
only on the last day of an Interest Period for such Eurodollar
Rate Advances, any Conversion of Base Rate Advances into
Eurodollar Rate Advances shall be in an amount not less than the
minimum amount specified in Section 2.02(b) and no Conversion of
any Revolving Credit Advances shall result in more separate
Revolving Credit Borrowings than permitted under Section 2.02(b).
Each such notice of a Conversion shall, within the restrictions
specified above, specify (i) the date of such Conversion,
(ii) the Revolving Credit Advances to be Converted, and (iii) if
such Conversion is into Eurodollar Rate Advances, the duration of
the initial Interest Period for each such Advance.  Each notice
of Conversion shall be irrevocable and binding on the Borrower.

          SECTION 2.10.  Optional Prepayments of Revolving Credit
Advances.  The Borrower may, upon at least three Business Days'
notice in the case of Eurodollar Rate Advances and same day
notice in the case of Base Rate Advances, in each case to the
Paying Agent stating the proposed date and aggregate principal
amount of the prepayment, and if such notice is given the
Borrower shall, prepay the outstanding principal amount of the
Revolving Credit Advances comprising part of the same Borrowing
in whole or ratably in part, together with accrued interest to
the date of such prepayment on the principal amount prepaid;
provided, however, that (x) each partial prepayment shall be in
an aggregate principal amount of $10,000,000 or an integral
multiple of $1,000,000 in excess thereof and (y) in the event of
any such prepayment of a Eurodollar Rate Advance, the Borrower
shall be obligated to reimburse the Lenders in respect thereof
pursuant to Section 8.04(c).

          SECTION 2.11.  Increased Costs.  (a)  If, due to either
(i) the introduction of or any change in or in the interpretation
of any law or regulation or (ii) the compliance with any
guideline or request from any central bank or other governmental
authority (whether or not having the force of law), there shall
be any increase in the cost to any Lender of agreeing to make or
making, funding or maintaining Eurodollar Rate Advances or LIBO
Rate Advances (excluding for purposes of this Section 2.11 any
such increased costs resulting from (i) Taxes or Other Taxes (as
to which Section 2.14 shall govern) and (ii) changes in the basis
of taxation of overall net income or overall gross income by the
United States or by the foreign jurisdiction or state under the
laws of which such Lender is organized or has its Applicable
Lending Office or any political subdivision thereof), then the
Borrower shall from time to time, upon demand by such Lender
(with a copy of such demand to the Paying Agent), pay to the
Paying Agent for the account of such Lender additional amounts
sufficient to compensate such Lender for such increased cost;
provided, however, that a Lender claiming additional amounts
under this Section 2.11(a) agrees to use reasonable efforts
(consistent with its internal policy and legal and regulatory
restrictions) to designate a different Applicable Lending Office
if the making of such a designation would avoid the need for, or
reduce the amount of, such increased cost that may thereafter
accrue and would not, in the reasonable judgment of such Lender,
be otherwise disadvantageous to such Lender.  A certificate as to
the amount of such increased cost, submitted to the Borrower by
such Lender, shall be conclusive and binding for all purposes,
absent manifest error.  If the Borrower so notifies the Paying
Agent within ten Business Days after any Lender notifies the
Borrower of any increased cost pursuant to the foregoing
provisions of this Section 2.11(a), the Borrower may, upon
payment of such increased cost to such Lender, replace such
Lender with a Person that is an Eligible Assignee in accordance
with the terms of Section 8.07 (and the Lender being so replaced
shall take all action as may be necessary to assign its rights
and obligations under this Agreement to such Eligible Assignee).

          (b)  If any Lender determines that compliance with any
law or regulation or any guideline or request from any central
bank or other governmental authority (whether or not having the
force of law) affects or would affect the amount of capital
required or expected to be maintained by such Lender or any
corporation controlling such Lender and that the amount of such
capital is increased by or based upon the existence of such
Lender's commitment to lend hereunder and other commitments of
such type, then, upon demand by such Lender (with a copy of such
demand to the Paying Agent), the Borrower shall pay to the Paying
Agent for the account of such Lender, from time to time as
specified by such Lender, additional amounts sufficient to
compensate such Lender or such corporation in the light of such
circumstances, to the extent that such Lender reasonably
determines such increase in capital to be allocable to the
existence of such Lender's commitment to lend hereunder.  A
certificate as to such amounts submitted to the Borrower and the
Paying Agent by such Lender shall be conclusive and binding for
all purposes, absent manifest error.

          SECTION 2.12.  Illegality.  Notwithstanding any other
provision of this Agreement, if any Lender shall notify the
Paying Agent that the introduction of or any change in or in the
interpretation of any law or regulation makes it unlawful, or any
central bank or other governmental authority asserts that it is
unlawful, for any Lender or its Eurodollar Lending Office to
perform its obligations hereunder to make Eurodollar Rate
Advances or LIBO Rate Advances or to fund or maintain Eurodollar
Rate Advances or LIBO Rate Advances hereunder, (i) each
Eurodollar Rate Advance or LIBO Rate Advance, as the case may be,
will automatically, upon such demand, Convert into a Base Rate
Advance or an Advance that bears interest at the rate set forth
in Section 2.07(a)(i), as the case may be, and (ii) the
obligation of the Lenders to make Eurodollar Rate Advances or
LIBO Rate Advances or to Convert Revolving Credit Advances into
Eurodollar Rate Advances shall be suspended until the Paying
Agent shall notify the Borrower and the Lenders that the
circumstances causing such suspension no longer exist.

          SECTION 2.13.  Payments and Computations.  (a)  The
Borrower shall make each payment hereunder and under the Notes
not later than 1:00 P.M. (New York City time) on the day when due
in U.S. dollars to the Paying Agent at the Paying Agent's Account
in same day funds.  The Paying Agent will promptly thereafter
cause to be distributed like funds relating to the payment of
principal or interest or facility fees ratably (other than
amounts payable pursuant to Section 2.04(b), 2.11, 2.14, 8.04(c))
to the Lenders for the account of their respective Applicable
Lending Offices, and like funds relating to the payment of any
other amount payable to any Lender to such Lender for the account
of its Applicable Lending Office, in each case to be applied in
accordance with the terms of this Agreement.  Upon any Assuming
Lender becoming a Lender hereunder as a result of an extension of
the Revolver Termination Date pursuant to Section 2.16, and upon
the Paying Agent's receipt of such Lender's Assumption Agreement
and recording of the information contained therein in the
Register, from and after the applicable Extension Date, the
Paying Agent shall make all payments hereunder and under any
Notes issued in connection therewith in respect of the interest
assumed thereby to the Assuming Lender.  Upon its acceptance of
an Assignment and Acceptance and recording of the information
contained therein in the Register pursuant to Section 8.07(e),
from and after the effective date specified in such Assignment
and Acceptance, the Paying Agent shall make all payments
hereunder and under the Notes in respect of the interest assigned
thereby to the Lender assignee thereunder, and the parties to
such Assignment and Acceptance shall make all appropriate
adjustments in such payments for periods prior to such effective
date directly between themselves.

          (b)  The Borrower hereby authorizes each Lender, if and
to the extent payment owed to such Lender is not made when due
hereunder or under the Note held by such Lender, to charge from
time to time against any or all of the Borrower's accounts with
such Lender any amount so due.

          (c)  All computations of interest and fees shall be
made by the Paying Agent on the basis of a year of 360 days, in
each case for the actual number of days (including the first day
but excluding the last day) occurring in the period for which
such interest or fees are payable.  Each determination by the
Paying Agent of an interest rate, facility fee or commission
hereunder shall be conclusive and binding for all purposes,
absent manifest error.

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

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

          SECTION 2.14.  Taxes.  (a)  Any and all payments by the
Borrower hereunder or under the Notes shall be made, in
accordance with Section 2.13, free and clear of and without
deduction for any and all present or future taxes, levies,
imposts, deductions, charges or withholdings, and all liabilities
with respect thereto, excluding, in the case of each Lender and
any Agent, taxes imposed on its overall net income, and franchise
taxes imposed on it in lieu of net income taxes, by the
jurisdiction under the laws of which such Lender or such Agent
(as the case may be) is organized or any political subdivision
thereof and, in the case of each Lender, taxes imposed on its
overall net income, and franchise taxes imposed on it in lieu of
net income taxes, by the jurisdiction of such Lender's Applicable
Lending Office or any political subdivision thereof (all such
non-excluded taxes, levies, imposts, deductions, charges,
withholdings and liabilities in respect of payments hereunder or
under the Notes being hereinafter referred to as "Taxes").  If
the Borrower shall be required by law to deduct any Taxes from or
in respect of any sum payable hereunder or under any Note to any
Lender or any Agent, (i) the sum payable shall be increased as
may be necessary so that after making all required deductions
(including deductions applicable to additional sums payable under
this Section 2.14) such Lender or such Agent (as the case may be)
receives an amount equal to the sum it would have received had no
such deductions been made, (ii) the Borrower shall make such
deductions and (iii) the Borrower shall pay the full amount
deducted to the relevant taxation authority or other authority in
accordance with applicable law.

          (b)  In addition, the Borrower shall pay any present or
future stamp or documentary taxes or any other excise or property
taxes, charges or similar levies that arise from any payment made
hereunder or under the Notes or from the execution, delivery or
registration of, performing under, or otherwise with respect to,
this Agreement or the Notes (hereinafter referred to as "Other
Taxes").

          (c)  The Borrower shall indemnify each Lender and each
Agent for and hold it harmless against the full amount of Taxes
or Other Taxes (including, without limitation, taxes of any kind
imposed by any jurisdiction on amounts payable under this
Section 2.14) imposed on or paid by such Lender or such Agent (as
the case may be) and any liability (including penalties, interest
and expenses) arising therefrom or with respect thereto.  This
indemnification shall be made within 30 days from the date such
Lender or such Agent (as the case may be) makes written demand
therefor.

          (d)  Within 30 days after the date of any payment of
Taxes, the Borrower shall furnish to the Paying Agent, at its
address referred to in Section 8.02, the original or a certified
copy of a receipt evidencing such payment.  In the case of any
payment hereunder or under the Notes by or on behalf of the
Borrower through an account or branch outside the United States
or by or on behalf of the Borrower by a payor that is not a
United States person, if the Borrower determines that no Taxes
are payable in respect thereof, the Borrower shall furnish, or
shall cause such payor to furnish, to the Paying Agent, at such
address, an opinion of counsel acceptable to the Paying Agent
stating that such payment is exempt from Taxes.  For purposes of
this subsection (d) and subsection (e), the terms "United States"
and "United States person" shall have the meanings specified in
Section 7701 of the Internal Revenue Code.

          (e)  Each Lender organized under the laws of a
jurisdiction outside the United States, on or prior to the date
of its execution and delivery of this Agreement in the case of
each Initial Lender and on the date of the Assignment and
Acceptance pursuant to which it becomes a Lender in the case of
each other Lender, and from time to time thereafter as requested
in writing by the Borrower (but only so long as such Lender
remains lawfully able to do so), shall provide each of the Paying
Agent and the Borrower with two original Internal Revenue Service
forms W-8ECI or W-8BEN, as appropriate, or any successor or other
form prescribed by the Internal Revenue Service, certifying that
such Lender is exempt from or entitled to a reduced rate of
United States withholding tax on payments pursuant to this
Agreement or the Notes.  If the form provided by a Lender at the
time such Lender first becomes a party to this Agreement
indicates a United States interest withholding tax rate in excess
of zero, withholding tax at such rate shall be considered
excluded from Taxes unless and until such Lender provides the
appropriate forms certifying that a lesser rate applies,
whereupon withholding tax at such lesser rate only shall be
considered excluded from Taxes for periods governed by such form;
provided, however, that, if at the date of the Assignment and
Acceptance pursuant to which a Lender assignee becomes a party to
this Agreement, the Lender assignor was entitled to payments
under subsection (a) in respect of United States withholding tax
with respect to interest paid at such date, then, to such extent,
the term Taxes shall include (in addition to withholding taxes
that may be imposed in the future or other amounts otherwise
includable in Taxes) United States withholding tax, if any,
applicable with respect to the Lender assignee on such date.  If
any form or document referred to in this subsection (e) requires
the disclosure of information, other than information necessary
to compute the tax payable and information required on the date
hereof by Internal Revenue Service form W-8ECI or W-8BEN, that
the Lender reasonably considers to be confidential, the Lender
shall give notice thereof to the Borrower and shall not be
obligated to include in such form or document such confidential
information.

          (f)  For any period with respect to which a Lender has
failed to provide the Borrower with the appropriate form
described in Section 2.14(e) (other than if such failure is due
to a change in law occurring subsequent to the date on which a
form originally was required to be provided, or if such form
otherwise is not required under subsection (e) above), such
Lender shall not be entitled to indemnification under
Section 2.14(a) or (c) with respect to Taxes imposed by the
United States by reason of such failure; provided, however, that
should a Lender become subject to Taxes because of its failure to
deliver a form required hereunder, the Borrower shall take such
steps as the Lender shall reasonably request to assist the Lender
to recover such Taxes.

          (g)  Any Lender claiming any additional amounts payable
pursuant to this Section 2.14 agrees to use reasonable efforts
(consistent with its internal policy and legal and regulatory
restrictions) to change the jurisdiction of its Eurodollar
Lending Office if the making of such a change would avoid the
need for, or reduce the amount of, any such additional amounts
that may thereafter accrue and would not, in the reasonable
judgment of such Lender, be otherwise disadvantageous to such
Lender.

          SECTION 2.15.  Sharing of Payments, Etc.  If any Lender
shall obtain any payment (whether voluntary, involuntary, through
the exercise of any right of set-off, or otherwise) on account of
the Advances owing to it (other than pursuant to Section 2.04(b),
2.11, 2.14 or 8.04) in excess of its ratable share of payments on
account of the Revolving Credit Advances obtained by all the
Lenders, such Lender shall forthwith purchase from the other
Lenders such participations in the Revolving Credit Advances
owing to them as shall be necessary to cause such purchasing
Lender to share the excess payment ratably with each of them;
provided, however, that if all or any portion of such excess
payment is thereafter recovered from such purchasing Lender, such
purchase from each Lender shall be rescinded and such Lender
shall repay to the purchasing Lender the purchase price to the
extent of such recovery together with an amount equal to such
Lender's ratable share (according to the proportion of (i) the
amount of such Lender's required repayment to (ii) the total
amount so recovered from the purchasing Lender) of any interest
or other amount paid or payable by the purchasing Lender in
respect of the total amount so recovered.  The Borrower agrees
that any Lender so purchasing a participation from another Lender
pursuant to this Section 2.15 may, to the fullest extent
permitted by law, exercise all its rights of payment (including
the right of set-off) with respect to such participation as fully
as if such Lender were the direct creditor of the Borrower in the
amount of such participation.

          SECTION 2.16.  Extension of Termination Date.  (a)  At
least 40 days but not more than 60 days prior to the Revolver
Termination Date in effect at any time, the Borrower, by written
notice to the Paying Agent, may request an extension of the
Revolver Termination Date in effect at such time for a period of
364 days from its then scheduled expiration; provided, however,
that the Borrower shall not have made the Term Loan Election
prior to the then scheduled Revolver Termination Date.  The
Paying Agent shall promptly notify each Lender of such request,
and each Lender shall in turn, in its sole discretion, not
earlier than 30 days but at least 25 days prior to such Revolver
Termination Date, notify the Borrower and the Paying Agent in
writing as to whether such Lender will consent to such extension.
If any Lender shall fail to notify the Paying Agent and the
Borrower in writing of its consent to any such request for
extension of the Revolver Termination Date at least 25 days prior
to the scheduled occurrence thereof at such time, such Lender
shall be deemed to be a Non-Consenting Lender with respect to
such request.  The Paying Agent shall notify the Borrower not
later than 20 days prior to the scheduled Revolver Termination
Date in effect at such time of the decision of the Lenders
regarding the Borrower's request for an extension of the Revolver
Termination Date.

          (b)  If all of the Lenders consent in writing to any
such request in accordance with subsection (a) of this Section
2.16, the Revolver Termination Date shall, effective as at the
Revolver Termination Date otherwise in effect at such time (the
"Extension Date"), be extended for a period of 364 days from such
Extension Date; provided that on each Extension Date, no Default
shall have occurred and be continuing, or shall occur as a
consequence thereof and the giving of a request for extension
shall constitute a representation and warranty by the Borrower
that the representations and warranties contained in Section 4.01
are correct in all material respects on and as of the date of
such notice and on such Extension Date, as though made on and as
of such dates.  If Lenders holding at least a majority in
interest of the aggregate Commitments at such time consent in
writing to any such request in accordance with subsection (a) of
this Section 2.16, the Revolver Termination Date in effect at
such time shall, effective as at the applicable Extension Date,
be extended as to those Lenders that so consented (each a
"Consenting Lender") but shall not be extended as to any other
Lender (each a "Non-Consenting Lender").  To the extent that the
Revolver Termination Date is not extended as to any Lender
pursuant to this Section 2.16 and the Commitment of such Lender
is not assumed in accordance with subsection (c) of this Section
2.16 on or prior to the applicable Extension Date, the Commitment
of such Non-Consenting Lender shall automatically terminate in
whole on such unextended Revolver Termination Date without any
further notice or other action by the Borrower (other than
payment in full of all principal, interest, fees and other
amounts then owing to such Non-Consenting Lender on such
unextended Revolver Termination Date), such Lender or any other
Person; provided that such Non-Consenting Lender's rights under
Sections 2.12, 2.13 and 8.04, and its obligations under Section
7.05, shall survive the Revolver Termination Date for such Lender
as to matters occurring prior to such date.  It is understood and
agreed that no Lender shall have any obligation whatsoever to
agree to any request made by the Borrower for any requested
extension of the Revolver Termination Date.

          (c)  If Lenders holding at least a majority in interest
of the aggregate Commitments at any time consent to any such
request pursuant to subsection (a) of this Section 2.16, the
Borrower may arrange for one or more Consenting Lenders or other
Eligible Assignees (each such Consenting Lender or Eligible
Assignee that accepts an offer to assume a Non-Consenting
Lender's Commitment as of the applicable Extension Date being an
"Assuming Lender") to assume, effective as of the Extension Date,
any Non-Consenting Lender's Commitment and all of the obligations
of such Non-Consenting Lender under this Agreement thereafter
arising, without recourse to or warranty by, or expense to, such
Non-Consenting Lender; provided, however, that the amount of the
Commitment of any such Assuming Lender as a result of such
substitution shall in no event be less than $10,000,000 unless
the amount of the Commitment of such Non-Consenting Lender is
less than $10,000,000, in which case such Assuming Lender shall
assume all of such lesser amount; and provided further that:

          (i)  any such Consenting Lender or Assuming Lender
     shall have paid to such Non-Consenting Lender (A) the
     aggregate principal amount of, and any interest accrued and
     unpaid to the effective date of the assignment on, the
     outstanding Revolving Credit Advances, if any, of such Non-
     Consenting Lender plus (B) any accrued but unpaid facility
     fees or utilization fees owing to such Non-Consenting Lender
     as of the effective date of such assignment;

          (ii) all additional costs, reimbursements, expense
     reimbursements and indemnities payable to such Non-
     Consenting Lender, and all other accrued and unpaid amounts
     owing to such Non-Consenting Lender hereunder, as of the
     effective date of such assignment shall have been paid to
     such Non-Consenting Lender; and

          (iii)     with respect to any such Assuming Lender, the
     applicable processing and recordation fee required under
     Section 8.07(a) for such assignment shall have been paid;

provided further that such Non-Consenting Lender's rights under
Sections 2.11, 2.14 and 8.03, and its obligations under Section
7.05, shall survive such substitution as to matters occurring
prior to the date of substitution.  At least three Business Days
prior to any Extension Date, (A) each such Assuming Lender, if
any, shall have delivered to the Borrower and the Paying Agent an
assumption agreement, in form and substance satisfactory to the
Borrower and the Paying Agent (an "Assumption Agreement"), duly
executed by such Assuming Lender, such Non-Consenting Lender, the
Borrower and the Paying Agent, (B) any such Consenting Lender
shall have delivered confirmation in writing satisfactory to the
Borrower and the Paying Agent as to the increase in the amount of
its Commitment and (C) each Non-Consenting Lender being replaced
pursuant to this Section 2.16 shall have delivered to the Paying
Agent any Note or Notes held by such Non-Consenting Lender.  Upon
the payment or prepayment of all amounts referred to in clauses
(i), (ii) and (iii) of the immediately preceding sentence, each
such Assuming Lender, as of the Extension Date, will be
substituted for such Non-Consenting Lender under this Agreement
and shall be a Lender for all purposes of this Agreement, without
any further acknowledgment by or the consent of the other
Lenders, and the obligations of each such Non-Consenting Lender
hereunder shall, by the provisions hereof, be released and
discharged.

          (d)  If Lenders holding a majority in interest of the
aggregate Commitments (after giving effect to any assumptions
pursuant to subsection (c) of this Section 2.16) consent in
writing to a requested extension (whether by execution or
delivery of an Assumption Agreement or otherwise) not later than
one Business Day prior to such Extension Date, the Paying Agent
shall so notify the Borrower, and, so long as no Default shall
have occurred and be continuing as of such Extension Date, or
shall occur as a consequence thereof, the Revolver Termination
Date then in effect with respect to the Commitments of such
Consenting Lenders and Assuming Lenders shall be extended for the
364-day period described in subsection (a) of this Section 2.16,
and all references in this Agreement, and in the Notes, if any,
to the "Revolver Termination Date" shall, with respect to each
Consenting Lender and each Assuming Lender for such Extension
Date, refer to the Revolver Termination Date as so extended,
provided, however, that after giving effect to such extension the
aggregate Commitments of the Consenting Lenders are greater than
or equal to $200,000,001.  Promptly following each Extension
Date, the Paying Agent shall notify the Lenders (including,
without limitation, each Assuming Lender) of the extension of the
scheduled Revolver Termination Date in effect immediately prior
thereto and shall thereupon record in the Register the relevant
information with respect to each such Consenting Lender and each
such Assuming Lender.

          SECTION 2.17.  Use of Proceeds.  The proceeds of the
Advances shall be available (and the Borrower agrees that it
shall use such proceeds) solely for general corporate purposes of
the Borrower and its Subsidiaries.

          SECTION 2.18.  Defaulting Lenders.  (a)  If at any one
time, (i) any Lender shall be a Defaulting Lender, (ii) such
Defaulting Lender shall owe a Defaulted Advance to the Borrower
and (iii) the Borrower shall be required to make any payment
hereunder or under any other Loan Document to or for the account
of such Defaulting Lender, then the Borrower may, so long as no
Default shall occur or be continuing at such time and to the
fullest extent permitted by applicable law:  (x) replace such
Lender with a Person that is an Eligible Assignee in accordance
with the terms of Section 8.07 (and the Lender being so replaced
shall take all action as may be necessary to assign its rights
and obligations under this Agreement to such Eligible Assignee)
and (y) set off and otherwise apply the Obligation of the
Borrower to make such payment to or for the account of such
Defaulting Lender against the obligation of such Defaulting
Lender to make such Defaulted Advance.  If on any date the
Borrower shall so set off and otherwise apply its Obligation to
make any such payment against the obligation of such Defaulting
Lender to make any such Defaulted Advance on or prior to such
date, the amount so set off and otherwise applied by the Borrower
shall constitute for all purposes of this Agreement and the other
Loan Documents an Advance by such Defaulting Lender made on such
date under the Facility pursuant to which such Defaulted Advance
was originally required to have been made pursuant to
Section 2.01.  Such Advance shall be a Base Rate Advance and
shall be considered, for all purposes of this Agreement, to
comprise part of the Borrowing in connection with which such
Defaulted Advance was originally required to have been made
pursuant to Section 2.01, even if the other Advances comprising
such Borrowing shall be Eurodollar Rate Advances on the date such
Advance is deemed to be made pursuant to this subsection (a).
The Borrower shall notify the Paying Agent at any time the
Borrower exercises its right of set-off pursuant to this
subsection (a) and shall set forth in such notice (A) the name of
the Defaulting Lender and the Defaulted Advance required to be
made by such Defaulting Lender and (B) the amount set off and
otherwise applied in respect of such Defaulted Advance pursuant
to this subsection (a).  Any portion of such payment otherwise
required to be made by the Borrower to or for the account of such
Defaulting Lender that is paid by the Borrower, after giving
effect to the amount set off and otherwise applied by the
Borrower pursuant to this subsection (a), shall be applied by the
Paying Agent as specified in subsection (b) or (c) of this
Section 2.18.

          (b)  If at any one time (i) any Lender shall be a
Defaulting Lender, (ii) such Defaulting Lender shall owe a
Defaulted Amount to the Paying Agent or any of the other Lenders
and (iii) the Borrower shall make any payment hereunder or under
any other Loan Document to the Paying Agent for the account of
such Defaulting Lender, then the Paying Agent may, on its behalf
or on behalf of such other Lenders and to the fullest extent
permitted by applicable law, apply at such time the amount so
paid by the Borrower to or for the account of such Defaulting
Lender to the payment of each such Defaulted Amount to the extent
required to pay such Defaulted Amount.  If the Paying Agent shall
so apply any such amount to the payment of any such Defaulted
Amount on any date, the amount so applied by the Paying Agent
shall constitute for all purposes of this Agreement and the other
Loan Documents payment, to such extent, of such Defaulted Amount
on such date.  Any such amount so applied by the Paying Agent
shall be retained by the Paying Agent or distributed by the
Paying Agent to such other Lenders, ratably in accordance with
the respective portions of such Defaulted Amounts payable at such
time to the Paying Agent and such other Lenders and, if the
amount of such payment made by the Borrower shall at such time be
insufficient to pay all Defaulted Amounts owing at such time to
the Paying Agent and the other Lenders, in the following order of
priority:

          (i)  first, to the Paying Agent for any Defaulted
     Amount then owing to the Paying Agent; and

          (ii) second, to any other Lenders for any Defaulted
     Amounts then owing to such other Lenders, ratably in
     accordance with such respective Defaulted Amounts then owing
     to such other Lenders.

Any portion of such amount paid by the Borrower for the account
of such Defaulting Lender remaining after giving effect to the
amount applied by the Paying Agent pursuant to this
subsection (b) shall be applied by the Paying Agent as specified
in subsection (c) of this Section 2.18.

          (c)  If at any one time (i) any Lender shall be a
Defaulting Lender, (ii) such Defaulting Lender shall not owe a
Defaulted Advance or a Defaulted Amount and (iii) the Borrower,
the Paying Agent or any other Lender shall be required to pay or
distribute any amount hereunder or under any other Loan Document
to or for the account of such Defaulting Lender, then the
Borrower or such other Lender shall pay such amount to the Paying
Agent to be held by the Paying Agent, to the fullest extent
permitted by applicable law, in escrow or the Paying Agent shall,
to the fullest extent permitted by applicable law, hold in escrow
such amount otherwise held by it.  Any funds held by the Paying
Agent in escrow under this subsection (c) shall be deposited by
the Paying Agent in an account with Citibank, in the name and
under the control of the Paying Agent, but subject to the
provisions of this subsection (c).  The terms applicable to such
account, including the rate of interest payable with respect to
the credit balance of such account from time to time, shall be
Citibank's standard terms applicable to escrow accounts
maintained with it.  Any interest credited to such account from
time to time shall be held by the Paying Agent in escrow under,
and applied by the Paying Agent from time to time in accordance
with the provisions of, this subsection (c).  The Paying Agent
shall, to the fullest extent permitted by applicable law, apply
all funds so held in escrow from time to time to the extent
necessary to make any Advances required to be made by such
Defaulting Lender and to pay any amount payable by such
Defaulting Lender hereunder and under the other Loan Documents to
the Paying Agent or any other Lender, as and when such Advances
or amounts are required to be made or paid and, if the amount so
held in escrow shall at any time be insufficient to make and pay
all such Advances and amounts required to be made or paid at such
time, in the following order of priority:

          (i)  first, to the Paying Agent for any amount then due
     and payable by such Defaulting Lender to the Paying Agent
     hereunder;

          (ii) second, to any other Lenders for any amount then
     due and payable by such Defaulting Lender to such other
     Lenders hereunder, ratably in accordance with such
     respective amounts then due and payable to such other
     Lenders; and

          (iii)     third, to the Borrower for any Advance then
     required to be made by such Defaulting Lender pursuant to a
     Commitment of such Defaulting Lender.

In the event that such Defaulting Lender shall, at any time,
cease to be a Defaulting Lender, any funds held by the Paying
Agent in escrow at such time with respect to such Defaulting
Lender shall be distributed by the Paying Agent to such
Defaulting Lender and applied by such Defaulting Lender to the
Obligations owing to such Lender at such time under this
Agreement and the other Loan Documents ratably in accordance with
the respective amounts of such Obligations outstanding at such
time.

          (d)  The rights and remedies against a Defaulting
Lender under this Section 2.18 are in addition to other rights
and remedies that the Borrower may have against such Defaulting
Lender with respect to any Defaulted Advance and that the Paying
Agent or any Lender may have against such Defaulting Lender with
respect to any Defaulted Amount.

          SECTION 2.19.  Evidence of Debt.  (a)  Each Lender
shall maintain in accordance with its usual practice an account
or accounts evidencing the indebtedness of the Borrower to such
Lender resulting from each Advance owing to such Lender from time
to time, including the amounts of principal and interest payable
and paid to such Lender from time to time hereunder.  The
Borrower agrees that upon notice by any Lender to the Borrower
(with a copy of such notice to the Paying Agent) to the effect
that a promissory note or other evidence of indebtedness is
required or appropriate in order for such Lender to evidence
(whether for purposes of pledge, enforcement or otherwise) the
Advances owing to, or to be made by, such Lender, the Borrower
shall promptly execute and deliver to such Lender a Note, payable
to the order of such Lender in a principal amount equal to the
Commitment of such Lender.

          (b)  The Register maintained by the Paying Agent
pursuant to Section 8.07 shall include a control account, and a
subsidiary account for each Lender, in which accounts (taken
together) shall be recorded (i) the date and amount of each
Borrowing made hereunder, the type of Advances comprising such
Borrowing and, if appropriate, the Interest Period applicable
thereto, (ii) the terms of each Assignment and Acceptance
delivered to and accepted by it, (iii) the amount of any
principal or interest due and payable or to become due and
payable from the Borrower to each Lender hereunder, and (iv) the
amount of any sum received by the Paying Agent from the Borrower
hereunder and each Lender's share thereof.

          (c)  Notwithstanding anything to the contrary contained
in this Agreement, entries made in good faith by the Paying Agent
in the Register pursuant to subsection (b) above, and by each
Lender in its account or accounts pursuant to subsection (a)
above, shall be prima facie evidence of the amount of principal
and interest due and payable or to become due and payable from
the Borrower to, in the case of the Register, each Lender and, in
the case of such account or accounts, such Lender, under this
Agreement, absent manifest error; provided, however, that the
failure of the Paying Agent or such Lender to make an entry, or
any finding that an entry is incorrect, in the Register or such
account or accounts shall not limit or otherwise affect the
obligations of the Borrower under this Agreement.

          (d)  References herein to Notes shall mean and be
references to Revolving Credit Notes to the extent issued
hereunder.

                           ARTICLE III

             CONDITIONS TO EFFECTIVENESS AND LENDING

          SECTION 3.01.  Conditions Precedent to Effectiveness of
Sections 2.01 and 2.03.  Sections 2.01 and 2.03 of this Agreement
shall become effective on and as of the first date (the
"Effective Date") on which the following conditions precedent
have been satisfied:

          (a)  There shall have occurred no Material Adverse
     Change since February 3, 2001.  Nothing shall have come to
     the attention of the Lenders during the course of their due
     diligence investigation to lead them to believe that the
     Information Memorandum was or has become misleading,
     incorrect or incomplete in any material respect.  Without
     limiting the generality of the foregoing, the Lenders shall
     have been given such access to the management, records,
     books of account, contracts and properties of the Borrower
     and its Subsidiaries as they shall have reasonably
     requested.

          (b)  There shall exist no action, suit, investigation,
     litigation or proceeding affecting the Borrower or any of
     its Subsidiaries pending or threatened before any court,
     governmental agency or arbitrator that (i) would be
     reasonably likely to have a Material Adverse Effect or
     (ii) purports to affect the legality, validity or
     enforceability of this Agreement or any Note or the
     consummation of the transactions contemplated hereby.

          (c)  All amounts owing under the Existing Credit
     Agreements shall have been paid in full in cash (or
     otherwise satisfied in accordance with the terms of the Five
     Year Credit Agreement) and all Commitments (as defined in
     the Existing Credit Agreements) shall have been terminated.

          (d)  All governmental and third party consents and
     approvals necessary in connection with the transactions
     contemplated hereby shall have been obtained (without the
     imposition of any conditions that are not acceptable to the
     Lenders) and shall remain in effect, and no law or
     regulation shall be applicable in the reasonable judgment of
     the Lenders that restrains, prevents or imposes materially
     adverse conditions upon the transactions contemplated
     hereby.

          (e)  The Borrower shall have paid all accrued fees and
     expenses of the Agents (including the reasonable accrued
     fees and expenses of counsel to the Agents) and all accrued
     fees of the Lenders.

          (f)  On the Effective Date, the following statements
     shall be true and the Paying Agent shall have received for
     the account of each Lender a certificate signed by a duly
     authorized officer of the Borrower, dated the Effective
     Date, stating that:

               (i)  The representations and warranties contained
          in Section 4.01 are correct on and as of the Effective
          Date, and

               (ii) No event has occurred and is continuing that
          constitutes a Default.

          (g)  The Paying Agent shall have received on or before
     the Effective Date the following, each dated such day, in
     form and substance satisfactory to the Paying Agent and
     (except for the Revolving Credit Notes) in sufficient copies
     for each Lender:

               (i)  The Revolving Credit Notes to the order of
          each of the Lenders that have requested Revolving
          Credit Notes prior to the Effective Date.

               (ii) Certified copies of the resolutions of the
          Board of Directors of the Borrower approving this
          Agreement and the Notes, and of all documents
          (including, without limitation, charters and bylaws)
          evidencing other necessary corporate action and
          governmental approvals, if any, with respect to this
          Agreement and the Notes.

               (iii)     A certificate of the Secretary or an
          Assistant Secretary of the Borrower certifying the
          names and true signatures of the officers of the
          Borrower authorized to sign this Agreement and the
          Notes and the other documents to be delivered
          hereunder.

               (iv) A favorable opinion of Jones, Day, Reavis &
          Pogue, counsel for the Borrower, substantially in the
          form of Exhibit E hereto and as to such other matters
          as any Lender through the Paying Agent may reasonably
          request.

               (v)  A favorable opinion of Dennis J. Broderick,
          General Counsel for the Borrower, in form and substance
          satisfactory to the Paying Agent.

               (vi) A favorable opinion of Shearman & Sterling,
          counsel for the Agents, in form and substance
          satisfactory to the Agents.

          SECTION  3.02.  Conditions Precedent to Each  Revolving
Credit  Borrowing  and Extension Date.  The  obligation  of  each
Lender to make a Revolving Credit Advance on the occasion of each
Revolving  Credit  Borrowing and each  extension  of  Commitments
pursuant  to  Section  2.16 shall be subject  to  the  conditions
precedent that the Effective Date shall have occurred and on  the
date  of  such  Revolving  Credit  Borrowing  or  the  applicable
Extension  Date (a) the following statements shall be  true  (and
each  of the giving of the applicable Notice of Revolving  Credit
Borrowing request for Commitment Extension and the acceptance  by
the  Borrower of the proceeds of such Revolving Credit  Borrowing
shall  constitute a representation and warranty by  the  Borrower
that  on  the date of such Borrowing or such Extension Date  such
statements are true):

          (i)  the representations and warranties contained in
     Section 4.01 (except the representations set forth in the
     last sentence of subsection (e) thereof and in subsection
     (f)(i) thereof) are correct on and as of the date of such
     Borrowing or such Extension Date, before and after giving
     effect to such Borrowing and to the application of the
     proceeds therefrom or such Extension Date, as though made on
     and as of such date other than any such representations or
     warranties that, by their terms, refer to a specific date
     other than the date of such Borrowing or such Extension
     Date, in which case as of such specific date; and

          (ii) no event has occurred and is continuing, or would
     result from such Borrowing or from the application of the
     proceeds therefrom or such Extension Date, that constitutes
     a Default;

and (b) the Paying Agent shall have received such other
approvals, opinions or documents as any Lender through the Paying
Agent may reasonably request.

          SECTION 3.03.  Conditions Precedent to Each Competitive
Bid  Borrowing.  The obligation of each Lender that is to make  a
Competitive  Bid  Advance on the occasion of  a  Competitive  Bid
Borrowing  to make such Competitive Bid Advance as part  of  such
Competitive Bid Borrowing is subject to the conditions  precedent
that  (i)  the  Paying  Agent  shall have  received  the  written
confirmatory  Notice  of Competitive Bid Borrowing  with  respect
thereto,   (ii)  on  or before the date of such  Competitive  Bid
Borrowing,  but  prior  to such Competitive  Bid  Borrowing,  the
Paying  Agent shall have received a Competitive Bid Note  payable
to  the  order  of  such  Lender for each  of  the  one  or  more
Competitive  Bid Advances to be made by such Lender  as  part  of
such  Competitive Bid Borrowing for each such Lender  that  shall
have  requested  such Note prior to the date of such  Competitive
Bid  Borrowing,  in  a principal amount equal  to  the  principal
amount of the Competitive Bid Advance to be evidenced thereby and
otherwise  on  such terms as were agreed to for such  Competitive
Bid  Advance  in accordance with Section 2.03, and (iii)  on  the
date  of  such Competitive Bid Borrowing the following statements
shall be true (and each of the giving of the applicable Notice of
Competitive  Bid Borrowing and the acceptance by the Borrower  of
the proceeds of such Competitive Bid Borrowing shall constitute a
representation and warranty by the Borrower that on the  date  of
such Competitive Bid Borrowing such statements are true):

          (a)   the  representations and warranties contained  in
     Section  4.01 (except the representations set forth  in  the
     last  sentence  of subsection (e) thereof and in  subsection
     (f)(i)  thereof) are correct on and as of the date  of  such
     Competitive Bid Borrowing, before and after giving effect to
     such Competitive Bid Borrowing and to the application of the
     proceeds  therefrom, as though made on and as of  such  date
     other  than any such representations or warranties that,  by
     their terms, refer to a specific date other than the date of
     such Borrowing, in which case as of such specific date; and

          (b)   no event has occurred and is continuing, or would
     result  from  such  Competitive Bid Borrowing  or  from  the
     application  of the proceeds therefrom, that  constitutes  a
     Default.

          SECTION 3.04.  Determinations Under Section 3.01.  For
purposes of determining compliance with the conditions specified
in Section 3.01, each Lender shall be deemed to have consented
to, approved or accepted or to be satisfied with each document or
other matter required thereunder to be consented to or approved
by or acceptable or satisfactory to the Lenders unless an officer
of the Agent responsible for the transactions contemplated by the
Loan Documents shall have received notice from such Lender prior
to the date that the Borrower, by notice to the Lenders,
designates as the proposed Effective Date, specifying its
objection thereto.  The Paying Agent shall promptly notify the
Lenders of the occurrence of the Effective Date.

                           ARTICLE IV

                 REPRESENTATIONS AND WARRANTIES

          SECTION 4.01.  Representations and Warranties of the
Borrower.  The Borrower represents and warrants as follows:

          (a)  The Borrower is a corporation duly organized,
     validly existing and in good standing under the laws of the
     jurisdiction of its incorporation.

          (b)  The execution, delivery and performance by the
     Borrower of this Agreement and the other Loan Documents, and
     the consummation of the transactions contemplated hereby and
     thereby, are within the Borrower's corporate powers, have
     been duly authorized by all necessary corporate action, and
     do not contravene (i) the Borrower's charter or by-laws or
     (ii) law or any contractual restriction binding on or
     affecting the Borrower.

          (c)  No authorization or approval or other action by,
     and no notice to or filing with, any governmental authority
     or regulatory body or any other third party is required for
     the due execution, delivery and performance by the Borrower
     of this Agreement or any other Loan Document except for the
     authorizations, approvals, actions, notices and filings
     listed on Schedule 4.01(c) hereto, all of which have been
     duly obtained, taken, given or made and are in full force
     and effect.

          (d)  This Agreement has been, and each of the other
     Loan Documents when delivered hereunder will have been, duly
     executed and delivered by the Borrower.  This Agreement is,
     and each of the other Loan Documents when delivered
     hereunder will be, the legal, valid and binding obligation
     of the Borrower enforceable against the Borrower in
     accordance with their respective terms.

          (e)  The Consolidated balance sheet of the Borrower and
     its Subsidiaries as at February 3, 2001, and the related
     Consolidated statements of income and cash flows of the
     Borrower and its Subsidiaries for the Fiscal Year then
     ended, accompanied by an opinion of KPMG Peat Marwick LLP,
     independent public accountants, and the Consolidated balance
     sheet of the Borrower and its Subsidiaries as at May 5,
     2001, and the related Consolidated statements of income and
     cash flows of the Borrower and its Subsidiaries for the
     three months then ended, duly certified by the chief
     financial officer of the Borrower, copies of which have been
     furnished to each Lender, fairly present, subject, in the
     case of said balance sheet as at May 5, 2001, and said
     statements of income and cash flows for the three months
     then ended, to year-end audit adjustments, the Consolidated
     financial condition of the Borrower and its Subsidiaries as
     at such dates and the Consolidated results of the operations
     of the Borrower and its Subsidiaries for the periods ended
     on such dates, all in accordance with generally accepted
     accounting principles consistently applied.  Since
     February 3, 2001, there has been no Material Adverse Change.

          (f)  There is no pending or threatened action, suit,
     investigation, litigation or proceeding, including, without
     limitation, any Environmental Action, affecting the Borrower
     or any of its Subsidiaries pending or threatened before any
     court, governmental agency or arbitrator that (i) would be
     reasonably likely to have a Material Adverse Effect or
     (ii) purports to affect the legality, validity or
     enforceability of this Agreement or any Note or the
     consummation of the transactions contemplated hereby.

          (g)   The  Borrower is not engaged in the  business  of
     extending  credit for the purpose of purchasing or  carrying
     margin  stock (within the meaning of Regulation U issued  by
     the  Board of Governors of the Federal Reserve System),  and
     no proceeds of any Advance will be used to purchase or carry
     any  margin  stock  or to extend credit to  others  for  the
     purpose  of  purchasing or carrying any margin  stock  other
     than Voting Stock of the Borrower in violation of Regulation
     T,  U  or X of the Board of Governors of the Federal Reserve
     System.

          (h)  The Borrower is not (i) an "investment company",
     within the meaning of the Investment Company Act of 1940, as
     amended or (ii) a "holding company", as defined in, or
     subject to regulation under, the Public Utility Holding
     Company Act of 1935, as amended.

          (i)  No ERISA Event has occurred or is reasonably
     expected to occur with respect to any Plan that has resulted
     in or is reasonably expected to result in a material
     liability to the Borrower or any ERISA Affiliate.

          (j)  As of the last annual actuarial valuation date,
     the funded current liability percentage, as defined in
     Section 302(d)(8) of ERISA, of each Plan exceeds 90% and
     there has been no material adverse change in the funding
     status of any such Plan since such date.

          (k)  Neither the Borrower nor any ERISA Affiliate has
     incurred or is reasonably expected to incur any Withdrawal
     Liability to any Multiemployer Plan that could be reasonably
     expected to result in a material liability of the Borrower
     or any ERISA Affiliate.

          (l)  Neither the Borrower nor any ERISA Affiliate has
     been notified by the sponsor of a Multiemployer Plan that
     such Multiemployer Plan is in reorganization or has been
     terminated, within the meaning of Title IV of ERISA which
     reorganization or termination could be reasonably expected
     to result in a material liability of the Borrower or any
     ERISA Affiliate, and no such Multiemployer Plan is
     reasonably expected to be in reorganization or to be
     terminated, within the meaning of Title IV of ERISA which
     reorganization or termination could be reasonably expected
     to result in a material liability of the Borrower or any
     ERISA Affiliate.

          (m)  Except as set forth in the financial statements
     referred to in this Section 4.01 and in Section 5.01(h), the
     Borrower and its Subsidiaries have no material liability
     with respect to "expected post retirement benefit
     obligations" within the meaning of Statement of Financial
     Accounting Standards No. 106.


                            ARTICLE V

                    COVENANTS OF THE BORROWER

          SECTION 5.01.  Affirmative Covenants.  So long as any
Advance shall remain unpaid or any Lender shall have any
Commitment hereunder, the Borrower will:

          (a)  Compliance with Laws, Etc.  Comply, and cause each
     of its Subsidiaries to comply, in all material respects,
     with all applicable laws, rules, regulations and orders,
     such to include, without limitation, compliance with ERISA
     and Environmental Laws except, in any case, where the
     failure so to comply, either individually or in the
     aggregate, could not be reasonably expected to have a
     Material Adverse Effect.

          (b)  Payment of Taxes, Etc.  Pay and discharge, and
     cause each of its Subsidiaries to pay and discharge, before
     the same shall become delinquent, (i) all taxes, assessments
     and governmental charges or levies imposed upon it or upon
     its property and (ii) all lawful claims that, if unpaid,
     might by law become a Lien upon its property; provided,
     however, that neither the Borrower nor any of its
     Subsidiaries shall be required to pay or discharge any such
     tax, assessment, charge or claim (x) that is being contested
     in good faith and by proper proceedings and as to which
     appropriate reserves are being maintained, unless and until
     any Lien resulting therefrom attaches to its property and
     becomes enforceable against its other creditors and (y) if
     such non-payments, either individually or in the aggregate,
     could not be reasonably expected to have a Material Adverse
     Effect.

          (c)  Maintenance of Insurance.  Maintain, and cause
     each of its Subsidiaries to maintain, insurance with
     responsible and reputable insurance companies or
     associations in such amounts and covering such risks as is
     usually carried by companies engaged in similar businesses
     and owning similar properties in the same general areas in
     which the Borrower or such Subsidiary operates except where
     failure to maintain such insurance could not be reasonably
     expected to have a Material Adverse Effect.

          (d)  Preservation of Corporate Existence, Etc.
     Preserve and maintain, and cause each of its Subsidiaries to
     preserve and maintain, its corporate existence, rights
     (charter and statutory), permits, licenses, approvals,
     privileges and franchises, except, with respect to such
     rights, permits, licenses, approvals, and privileges, where
     the failure to do so could not be reasonably expected to
     have a Material Adverse Effect; provided, however, that the
     Borrower and its Subsidiaries may consummate any merger or
     consolidation permitted under Section 5.02(b) and provided
     further that neither the Borrower nor any of its
     Subsidiaries shall be required to preserve or maintain
     (i) the corporate existence of any Minor Subsidiary if the
     Board of Directors of the parent of such Minor Subsidiary,
     or an executive officer of such parent to whom such Board of
     Directors has delegated the requisite authority, shall
     determine that the preservation and maintenance thereof is
     no longer desirable in the conduct of the business of such
     parent and that the loss thereof is not disadvantageous in
     any material respect to the Borrower, such parent, the
     Agents or the Lenders or (ii) any right, permit, license,
     approval or franchise if the Board of Directors of the
     Borrower or such Subsidiary shall determine that the
     preservation thereof is no longer desirable in the conduct
     of the business of the Borrower or such Subsidiary, as the
     case may be, and that the loss thereof is not
     disadvantageous in any material respect to the Borrower,
     such Subsidiary, the Agents or the Lenders.

          (e)  Visitation Rights.  At any reasonable time and
     from time to time, (i) permit any Agent or any of the
     Lenders or any agents or representatives thereof, (x) to
     examine and make copies of and abstracts from the records
     and books of account of, and visit the properties of, the
     Borrower and any of its Subsidiaries, and (y) to discuss the
     affairs, finances and accounts of the Borrower and any of
     its Subsidiaries with any of their officers or directors and
     with their independent certified public accountants,
     provided, however, that with respect to the Lenders and
     their rights described in clause (x) above, so long as no
     Event of Default shall have occurred and be continuing, such
     Lenders shall exercise rights at the same time (such time to
     be arranged by the Paying Agent with the Borrower) and (ii)
     take such action as may be necessary to authorize its
     independent certified public accountants to disclose to the
     Persons described in clause (i) above any and all financial
     statements and other information of any kind, including,
     without limitation, copies of any management letter, or the
     substance of any information that such accountants may have
     with respect to the business, financial condition or results
     of operations of the Borrower or any of its Subsidiaries.

          (f)  Keeping of Books.  Keep, and cause each of its
     Subsidiaries to keep, proper books of record and account, in
     which full and correct entries shall be made of all
     financial transactions and the assets and business of the
     Borrower and each such Subsidiary in accordance with
     generally accepted accounting principles in effect from time
     to time.

          (g)  Maintenance of Properties, Etc.  Except as
     otherwise permitted pursuant to Section 5.02(e), or where
     the failure to do so, either individually or in the
     aggregate, could not be reasonably expected to have a
     Material Adverse Effect, maintain and preserve, and cause
     each of its Subsidiaries to maintain and preserve, all of
     its properties that are used or useful in the conduct of its
     business in good working order and condition, ordinary wear
     and tear excepted.

          (h)  Reporting Requirements.  Furnish to the Lenders:

               (i)  as soon as available and in any event within
          45 days after the end of each of the first three
          quarters of each Fiscal Year, Consolidated balance
          sheet of the Borrower and its Subsidiaries as of the
          end of such quarter and Consolidated statements of
          income and cash flows of the Borrower and its
          Subsidiaries for the period commencing at the end of
          the previous Fiscal Year and ending with the end of
          such quarter, duly certified (subject to year-end audit
          adjustments) by the chief financial officer of the
          Borrower as having been prepared in accordance with
          generally accepted accounting principles and
          certificates of the chief financial officer of the
          Borrower as to compliance with the terms of this
          Agreement and setting forth in reasonable detail the
          then applicable Public Debt Ratings and Interest
          Coverage Ratio and the calculations necessary to
          demonstrate compliance with Section 5.03, provided that
          in the event of any change in GAAP used in the
          preparation of such financial statements, the Borrower
          shall also provide, if necessary for the determination
          of compliance with Section 5.03, a statement of
          reconciliation conforming such financial statements to
          GAAP;

               (ii) as soon as available and in any event within
          90 days after the end of each Fiscal Year, a copy of
          the annual audit report for such year for the Borrower
          and its Subsidiaries, containing a Consolidated balance
          sheet of the Borrower and its Subsidiaries as of the
          end of such Fiscal Year and Consolidated statements of
          income and cash flows of the Borrower and its
          Subsidiaries for such Fiscal Year, in each case
          accompanied by an opinion acceptable to the Required
          Lenders by KPMG Peat Marwick LLP or other independent
          public accountants acceptable to the Required Lenders
          and certificates of the chief financial officer of the
          Borrower as to compliance with the terms of this
          Agreement and setting forth in reasonable detail the
          then applicable Public Debt Ratings and Interest
          Coverage Ratio and the calculations necessary to
          demonstrate compliance with Section 5.03, provided that
          in the event of any change in GAAP used in the
          preparation of such financial statements, the Borrower
          shall also provide, if necessary for the determination
          of compliance with Section 5.03, a statement of
          reconciliation conforming such financial statements to
          GAAP;

               (iii)     as soon as possible and in any event
          within five days after any Responsible Officer becomes
          aware of the occurrence of each Default and each event,
          development or circumstance that has or could
          reasonably be expected to have a Material Adverse
          Effect in each case continuing on the date of such
          statement, a statement of the chief financial officer
          of the Borrower setting forth details of such Default,
          event, development or other circumstance (including,
          without limitation, the anticipated effect thereof) and
          the action that the Borrower has taken and proposes to
          take with respect thereto;

               (iv) promptly after the sending or filing thereof,
          copies of all reports that the Borrower sends to any of
          the holders of any class of its outstanding securities,
          and copies of all reports and registration statements
          (in the form in which such registration statements
          become effective), other than registration statements
          on Form S-8 or any successor form thereto, that the
          Borrower or any Subsidiary files with the Securities
          and Exchange Commission or any national securities
          exchange;

               (v)  promptly after the commencement thereof,
          notice of all actions and proceedings before any court,
          governmental agency or arbitrator affecting the
          Borrower or any of its Subsidiaries of the type
          described in Section 4.01(f);

               (vi) as soon as possible, and in any event within
          five Business Days after any change in the then
          applicable Public Debt Rating, a certificate of the
          chief financial officer of the Borrower setting forth
          such Public Debt Rating; and

               (vii)     such other information respecting the
          business, condition (financial or otherwise),
          operations, properties or prospects of Borrower or any
          of its Subsidiaries as any Lender through either
          Administrative Agent may from time to time reasonably
          request.

          (i)  Transactions with Affiliates.  Conduct, and cause
     each of its Subsidiaries to conduct, all transactions
     otherwise permitted under this Agreement with any of their
     Affiliates on terms that are fair and reasonable and no less
     favorable to the Borrower or such Subsidiary than it would
     obtain in a comparable arm's-length transaction with a
     Person not an Affiliate, other than, so long as no Default
     has occurred and is continuing, transactions in the ordinary
     course of business between or among the Borrower and any of
     its Subsidiaries if such transaction could not reasonably be
     expected to have a Material Adverse Effect.

          SECTION 5.02.  Negative Covenants.  So long as any
Advance shall remain unpaid or any Lender shall have any
Commitment hereunder, the Borrower will not:

          (a)  Liens, Etc.  Create, incur, assume or suffer to
     exist, or permit any of its Subsidiaries to create, incur,
     assume or suffer to exist, any Lien on or with respect to
     any of its properties of any character (including, without
     limitation, accounts) whether now owned or hereafter
     acquired, or sign or file, or permit any of its Subsidiaries
     to sign or file, under the Uniform Commercial Code of any
     jurisdiction, a financing statement that names the Borrower
     or any of its Subsidiaries as debtor, or sign, or permit any
     of its Subsidiaries to sign, any security agreement
     authorizing any secured party thereunder to file such
     financing statement, or assign, or permit any of its
     Subsidiaries to assign, any accounts or other right to
     receive income, excluding, however, from the operation of
     the foregoing restrictions the following:

               (i)  Liens created under the Five Year Credit
               Agreement;

               (ii) Permitted Liens;

               (iii)     the Liens existing on the date hereof
          and described on Schedule 5.02(a) hereto;

               (iv) purchase money Liens upon or in real property
          or equipment acquired or held by the Borrower or any of
          its Subsidiaries in the ordinary course of business to
          secure the purchase price of such property or equipment
          or to secure Debt incurred solely for the purpose of
          financing the acquisition, construction or improvement
          of any such property or equipment to be subject to such
          Liens, or Liens existing on any such property or
          equipment at the time of acquisition (other than any
          such Liens created in contemplation of such acquisition
          that were not incurred to finance the acquisition of
          such property or equipment), or extensions, renewals or
          replacements of any of the foregoing for the same or a
          lesser amount; provided, however, that no such Lien
          shall extend to or cover any properties of any
          character other than the real property or equipment
          being acquired, constructed or improved (except that
          Liens incurred in connection with the construction or
          improvement of real property may extend to additional
          real property immediately contiguous to such property
          being constructed or improved) and no such extension,
          renewal or replacement shall extend to or cover any
          such properties not theretofore subject to the Lien
          being extended, renewed or replaced;

               (v)  Liens arising in connection with Capitalized
          Leases permitted under Section 5.02(d)(vii); provided
          that no such Lien shall extend to or cover any assets
          other than the assets subject to such Capitalized
          Leases;

               (vi) Liens on property of a Person existing at the
          time such Person is merged into or consolidated with
          the Borrower or any Subsidiary of the Borrower or
          becomes a Subsidiary of the Borrower; provided that
          such Liens (other than replacement Liens permitted
          under clause (xi) below) were not created in
          contemplation of such merger, consolidation or
          investment and do not extend to any assets other than
          those of the Person merged into or consolidated with
          the Borrower or such Subsidiary or acquired by the
          Borrower or such Subsidiary;

               (vii)     Liens on accounts receivable and other
          related assets arising solely in connection with the
          sale or other disposition of such accounts receivable
          pursuant to Section 5.02(e)(ii);

               (viii)    Liens securing Documentary L/Cs;
          provided that no such Lien shall extend to or cover any
          assets of the Borrower or any of its Subsidiaries other
          than the inventory (and bills of lading and other
          documents related thereto) being financed by any such
          Documentary L/C;

               (ix) Liens in respect of goods consigned to the
          Borrower or any of its Subsidiaries in the ordinary
          course of business; provided that such Liens are
          limited to the goods so consigned;

               (x)  financing statements filed in the ordinary
          course of business solely for notice purposes in
          respect of operating leases and in-store retail
          licensing arrangements entered into in the ordinary
          course of business;

               (xi) Liens securing Debt incurred by the Borrower
          or its Subsidiaries, in an aggregate amount at any time
          outstanding not to exceed $250,000,000; and

               (xii)     the replacement, extension or renewal of
          any Lien permitted by clause (iii), (v) or (vi) above
          upon or in the same property theretofore subject
          thereto or, in the case of Liens on real property and
          related personal property of the Borrower or any of its
          Subsidiaries, upon or in substitute property of like
          kind of the Borrower or such Subsidiary, as the case
          may be, determined in good faith by the Board of
          Directors of the Borrower or such Subsidiary to be of
          the same or lesser value than the property theretofore
          subject thereto, or the replacement, extension or
          renewal (without increase in the amount or change in
          any direct or contingent obligor) of the Debt secured
          thereby.

          (b)  Mergers, Etc.  Merge or consolidate with or into
     any Person, or permit any of its Material Subsidiaries to do
     so, except that (i) any Subsidiary of the Borrower may merge
     or consolidate with or into any other Subsidiary of the
     Borrower, (ii) any Subsidiary of the Borrower may merge into
     the Borrower and the Borrower may merge with any other
     Person so long as the Borrower is the surviving corporation
     and (iii) in connection with any acquisition, any Subsidiary
     of the Borrower may merge into or consolidate with any other
     Person or permit any other Person to merge into or
     consolidate with it, so long as the Person surviving such
     merger shall be a Subsidiary of the Borrower, provided, in
     each case, that no Event of Default shall have occurred and
     be continuing at the time of such proposed transaction or
     would result therefrom.

          (c)  Accounting Changes.  Make or permit, or permit any
     of its Subsidiaries to make or permit, any change in
     accounting policies or reporting practices, except as
     required or permitted by generally accepted accounting
     principles.

          (d)  Subsidiary Debt.  Permit any of its Subsidiaries
     to create, assume or suffer to exist, any Debt other than:

               (i)  Debt owed to the Borrower or to a wholly
          owned Subsidiary of the Borrower;

               (ii) in the case of FDS Bank, Debt owed to the
          Borrower and  incurred in connection with the financing
          of accounts receivable in an aggregate principal amount
          not to exceed $200,000,000 at any time outstanding;

               (iii)     Debt existing on the Effective Date and
          described on Schedule 5.02(d) hereto (the "Existing
          Debt"), and any Debt extending the maturity of, or
          refunding or refinancing, in whole or in part, the
          Existing Debt, provided that the principal amount of
          such Existing Debt shall not be increased above the
          principal amount thereof outstanding immediately prior
          to such extension, refunding or refinancing, and the
          direct and contingent obligors therefor shall not be
          changed, as a result of or in connection with such
          extension, refunding or refinancing;

               (iv) Debt secured by Liens permitted by
          Section 5.02(a)(iv) aggregating not more than
          $75,000,000 at any one time outstanding;

               (v)  unsecured Debt incurred in the ordinary
          course of business aggregating for all of the
          Borrower's Subsidiaries not more than $150,000,000 at
          any one time outstanding;

               (vi) indorsement of negotiable instruments for
          deposit or collection or similar transactions in the
          ordinary course of business;

               (vii)     Capitalized Leases not to exceed in the
          aggregate $100,000,000 at any time outstanding;

               (viii)    Debt secured by Liens permitted pursuant
          to Section 5.02(a)(xi);

               (ix) Debt incurred in connection with the sale or
          other  disposition of accounts receivable pursuant to
          Section 5.02(e)(ii) arising in connection with the
          Receivables Financing Facility, including, without
          limitation, Debt consisting of indemnification
          obligations of the Borrower's Subsidiaries and the
          Borrower's guaranty thereof and Debt in respect of
          Hedge Agreements, provided that such Hedge Agreements
          shall be non-speculative in nature (including, without
          limitation, with respect to the term and purpose
          thereof);

               (x)  Debt in respect of Documentary L/Cs in an
          aggregate face amount not to exceed $250,000,000 at any
          time; and

               (xi) Debt of any Person that becomes a Subsidiary
          of the Borrower after the date hereof that is existing
          at the time such Person becomes a Subsidiary of the
          Borrower (other than Debt incurred solely in
          contemplation of such Person becoming a Subsidiary of
          the Borrower) and any Debt extending the maturity of,
          or refunding or refinancing, such Debt, in whole or in
          part, provided that the principal amount of such Debt
          shall not be increased above the principal amount
          thereof outstanding immediately prior to such
          extension, refunding or refinancing, and the direct and
          contingent obligors therefor shall not be changed, as a
          result of or in connection with such extension,
          refunding or refinancing.

          (e)  Sales, Etc. of Assets.  Sell, lease, transfer or
     otherwise dispose of, or permit any of its Subsidiaries to
     sell, lease, transfer or otherwise dispose of, any assets or
     grant any option or other right to purchase, lease or
     otherwise acquire any assets, except (i) sales of assets for
     fair value, provided that the aggregate value of assets
     sold, leased, transferred or otherwise disposed of pursuant
     to this clause during the term of this Agreement shall not
     be greater than 20% of the value of the total Tangible
     Assets of the Borrower and its Subsidiaries on a
     Consolidated basis as of February 3, 2001 (as shown on the
     Consolidated balance sheet of the Borrower and its
     Subsidiaries on such date), and (ii) the sale or other
     disposition of accounts receivable and related charge
     accounts in the ordinary course of business of the Borrower
     and its Subsidiaries pursuant to the Receivables Financing
     Facility and the sale of certain accounts receivable to
     General Electric Capital Corporation.

          (f)  Change in Nature of Business.  Make, or permit any
     of its Subsidiaries to make, any material change in the
     nature of its business as carried on at the date hereof,
     except where such change could not be reasonably expected to
     have a Material Adverse Effect.

          SECTION 5.03.  Financial Covenants.  So long as any
Advance shall remain unpaid or any Lender shall have any
Commitment hereunder, the Borrower will:

          (a)  Leverage Ratio.  Maintain at the end of each
     Measurement Period a Leverage Ratio not greater than 0.62 to
     1.0.

          (b)  Interest Coverage Ratio.  Maintain at the end of
     each Measurement Period an Interest Coverage Ratio of at
     least 3.25 to 1.0.


                           ARTICLE VI

                        EVENTS OF DEFAULT

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

          (a)  The Borrower shall fail to pay any principal of
     any Advance when the same becomes due and payable; or the
     Borrower shall fail to pay any interest on any Advance or
     make any other payment of fees or other amounts payable
     under any Loan Document within three Business Days after the
     same becomes due and payable; or

          (b)  Any representation or warranty made by the
     Borrower herein (or any of its officers) in connection with
     this Agreement shall prove to have been incorrect in any
     material respect when made; or

          (c)  (i) The Borrower shall fail to perform or observe
     any term, covenant or agreement contained in
     Section 5.01(d), (e), (h) or (i), 5.02 (other than, with
     respect to Section 5.01(h) and 5.02(a), to the extent
     described in clause (ii) below) or 5.03, or (ii) the
     Borrower shall fail to perform or observe any term, covenant
     or agreement contained in Section 5.02(a) (solely with
     respect to the imposition of non-consensual Liens) or
     Section 5.01(h)(i) or (ii) if such failure shall remain
     unremedied for 10 days or (iii) the Borrower shall fail to
     perform any other term, covenant or agreement contained in
     any Loan Document on its part to be performed or observed if
     such failure shall remain unremedied for 20 days after the
     earlier of the date on which (A) a Responsible Officer of
     the Borrower becomes aware of such failure or (B) written
     notice thereof shall have been given to the Borrower by the
     Paying Agent or any Lender; or

          (d)  The Borrower or any of its Subsidiaries shall fail
     to pay any principal of or premium or interest on any Debt
     that is outstanding in a principal or notional amount of at
     least $75,000,000 (or its equivalent in any Alternative
     Currency) in the aggregate (but excluding Debt outstanding
     hereunder) of the Borrower or such Subsidiary (as the case
     may be), when the same becomes due and payable (whether by
     scheduled maturity, required prepayment, acceleration,
     demand or otherwise), and such failure shall continue after
     the applicable grace period, if any, specified in the
     agreement or instrument relating to such Debt; or any other
     event shall occur or condition shall exist under any
     agreement or instrument relating to any such Debt and shall
     continue after the applicable grace period, if any,
     specified in such agreement or instrument, if the effect of
     such event or condition is to accelerate, or to permit the
     acceleration of, the maturity of such Debt; or any such Debt
     shall be declared to be due and payable, or required to be
     prepaid or redeemed (other than by a regularly scheduled
     required prepayment or redemption), purchased or defeased,
     or an offer to prepay, redeem, purchase or defease such Debt
     shall be required to be made, in each case prior to the
     stated maturity thereof; or

          (e)  The Borrower or any of its Subsidiaries shall
     generally not pay its debts as such debts become due, or
     shall admit in writing its inability to pay its debts
     generally, or shall make a general assignment for the
     benefit of creditors; or any proceeding shall be instituted
     by or against the Borrower or any of its Subsidiaries
     seeking to adjudicate it a bankrupt or insolvent, or seeking
     liquidation, winding up, reorganization, arrangement,
     adjustment, protection, relief, or composition of it or its
     debts under any law relating to bankruptcy, insolvency or
     reorganization or relief of debtors, or seeking the entry of
     an order for relief or the appointment of a receiver,
     trustee, custodian or other similar official for it or for
     any substantial part of its property and, in the case of any
     such proceeding instituted against it (but not instituted by
     it), either such proceeding shall remain undismissed or
     unstayed for a period of 60 days, or any of the actions
     sought in such proceeding (including, without limitation,
     the entry of an order for relief against, or the appointment
     of a receiver, trustee, custodian or other similar official
     for, it or for any substantial part of its property) shall
     occur; or the Borrower or any of its Subsidiaries shall take
     any corporate action to authorize any of the actions set
     forth above in this subsection (e); or

          (f)  Any judgment or order for the payment of money in
     excess of $100,000,000 (or its equivalent in any Alternative
     Currency) shall be rendered against the Borrower or any of
     its Subsidiaries and either (i) enforcement proceedings
     shall have been commenced by any creditor upon such judgment
     or order or (ii) there shall be any period of 20 consecutive
     Business Days during which a stay of enforcement of such
     judgment or order, by reason of a pending appeal or
     otherwise, shall not be in effect; provided, however, that
     any such judgment or order shall only be an Event of Default
     under this Section 6.01(f) if and to the extent that the
     amount of such judgment or order not covered by a valid and
     binding policy of insurance between the defendant and the
     insurer covering payment thereof exceeds $100,000,000 so
     long as such insurer, which shall be rated at least "A" by
     A.M. Best Company, has been notified of, and has not
     disputed the claim made for payment of, the amount of such
     judgment or order; or

          (g)  Any non-monetary judgment or order shall be
     rendered against the Borrower or any of its Subsidiaries
     that could be reasonably expected to have a Material Adverse
     Effect, and there shall be any period of 20 consecutive
     Business Days during which a stay of enforcement of such
     judgment or order, by reason of a pending appeal or
     otherwise, shall not be in effect; or

          (h)  (i) Any Person or two or more Persons acting in
     concert shall have acquired beneficial ownership (within the
     meaning of Rule 13d-3 of the Securities and Exchange
     Commission under the Securities Exchange Act of 1934),
     directly or indirectly, of Voting Stock of the Borrower (or
     other securities convertible into such Voting Stock)
     representing 50% or more of the combined voting power of all
     Voting Stock of the Borrower; or (ii) during any period of
     up to 24 consecutive months, commencing  before or after the
     date of this Agreement, individuals who at the beginning of
     such 24-month period were directors of the Borrower
     (together with any new directors whose election by such
     Board of Directors or whose nomination for election by the
     shareholders of the Borrower was approved by a majority of
     the directors then still in office who were either directors
     at the beginning of such period or whose election or
     nomination for election was previously so approved) shall
     cease for any reason to constitute a majority of the board
     of directors of the Borrower; or (iii) any Person or two or
     more Persons acting in concert shall have acquired by
     contract or otherwise, or shall have entered into a contract
     or arrangement that, upon consummation, will result in its
     or their acquisition of the power to exercise, directly or
     indirectly, control over the management and policies of the
     Borrower; or

          (i)  any ERISA Event shall have occurred with respect
     to a Plan and the sum (determined as of the date of
     occurrence of such ERISA Event) of the Insufficiency of such
     Plan and the Insufficiency of any and all other Plans with
     respect to which an ERISA Event shall have occurred and then
     exist (or the liability of the Borrower and its ERISA
     Affiliates related to such ERISA Event) exceeds $75,000,000;
     or

          (j)  the Borrower or any ERISA Affiliate shall have
     been notified by the sponsor of a Multiemployer Plan that it
     has incurred Withdrawal Liability to such Multiemployer Plan
     in an amount that, when aggregated with all other amounts
     required to be paid to Multiemployer Plans by the Borrower
     and its ERISA Affiliates as Withdrawal Liability (determined
     as of the date of such notification), exceeds $75,000,000 or
     requires payments exceeding $10,000,000 per annum; or

          (k)  the Borrower or any ERISA Affiliate shall have
     been notified by the sponsor of a Multiemployer Plan that
     such Multiemployer Plan is in reorganization or is being
     terminated, within the meaning of Title IV of ERISA, and as
     a result of such reorganization or termination the aggregate
     annual contributions of the Borrower and its ERISA
     Affiliates to all Multiemployer Plans that are then in
     reorganization or being terminated have been or will be
     increased over the amounts contributed to such Multiemployer
     Plans for the plan years of such Multiemployer Plans
     immediately preceding the plan year in which such
     reorganization or termination occurs by an amount exceeding
     $10,000,000; or

          (l)  any provision of any Loan Document after delivery
     thereof pursuant to Section 3.01 shall for any reason cease
     to be valid and binding on or enforceable against the
     Borrower, or the Borrower shall so state in writing;

then, and in any such event, the Paying Agent (i) shall at the
request, or may with the consent, of the Required Lenders, by
notice to the Borrower, declare the obligation of each Lender to
make Advances  to be terminated, whereupon the same shall
forthwith terminate, and (ii) shall at the request, or may with
the consent, of the Required Lenders, by notice to the Borrower,
declare the Notes, all interest thereon and all other amounts
payable under this Agreement to be forthwith due and payable,
whereupon the Notes, all such interest and all such amounts shall
become and be forthwith due and payable, without presentment,
demand, protest or further notice of any kind, all of which are
hereby expressly waived by the Borrower; provided, however, that
in the event of an actual or deemed entry of an order for relief
with respect to the Borrower under the United States Bankruptcy
Code, (A) the obligation of each Lender to make Advances shall
automatically be terminated and (B) the Notes, all such interest
and all such amounts shall automatically become and be due and
payable, without presentment, demand, protest or any notice of
any kind, all of which are hereby expressly waived by the
Borrower.

                           ARTICLE VII

                           THE AGENTS

          SECTION 7.01.  Authorization and Action.  Each Lender
hereby appoints and authorizes each Agent to take such action as
agent on its behalf and to exercise such powers and discretion
under this Agreement and the other Loan Documents as are
delegated to such Agent by the terms hereof, together with such
powers and discretion as are reasonably incidental thereto.  As
to any matters not expressly provided for by the Loan Documents
(including, without limitation, enforcement or collection of the
Notes), no Agent shall be required to exercise any discretion or
take any action, but shall be required to act or to refrain from
acting (and shall be fully protected in so acting or refraining
from acting) upon the instructions of the Required Lenders, and
such instructions shall be binding upon all Lenders and all
holders of Notes; provided, however, that no Agent shall be
required to take any action that exposes such Agent to personal
liability or that is contrary to this Agreement or applicable
law.  Each Agent agrees to give to each Lender prompt notice of
each notice given to it by the Borrower pursuant to the terms of
this Agreement.

          SECTION 7.02.  Agent's Reliance, Etc.  No Agent nor any
of its directors, officers, agents or employees shall be liable
for any action taken or omitted to be taken by it or them under
or in connection with the Loan Documents, except for its or their
own gross negligence or willful misconduct.  Without limitation
of the generality of the foregoing, each Agent:  (i) may treat
the payee of any Note as the holder thereof until the Paying
Agent receives and accepts an Assumption Agreement entered into
by an Assuming Lender as provided in Section 2.16, or an
Assignment and Acceptance entered into by the Lender that is the
payee of such Note, as assignor, and an Eligible Assignee, as
assignee, as provided in Section 8.07; (ii) may consult with
legal counsel (including counsel for the Borrower), independent
public accountants and other experts selected by it and shall not
be liable for any action taken or omitted to be taken in good
faith by it in accordance with  the advice of such counsel,
accountants or experts; (iii) makes no warranty or representation
to any Lender and shall not be responsible to any Lender for any
statements, warranties or representations (whether written or
oral) made in or in connection with the Loan Documents;
(iv) shall not have any duty to ascertain or to inquire as to the
performance or observance of any of the terms, covenants or
conditions of any Loan Document on the part of the Borrower or to
inspect the property (including the books and records) of the
Borrower; (v) shall not be responsible to any Lender for the due
execution, legality, validity, enforceability, genuineness,
sufficiency or value of, or the perfection or priority of any
lien or security interest created or purported to be created
under or in connection with, any Loan Document or any other
instrument or document furnished pursuant hereto; and (vi) shall
incur no liability under or in respect of any Loan Document by
acting upon any notice, consent, certificate or other instrument
or writing (which may be by telecopier, telegram or telex)
believed by it to be genuine and signed or sent by the proper
party or parties.

          SECTION 7.03.  Citibank, Chase and Affiliates.  With
respect to their Commitments, the Advances made by them and the
Note issued to them, Citibank and Chase shall have the same
rights and powers under the Loan Documents as any other Lender
and may exercise the same as though they were not the Agents; and
the terms "Lender" or "Lenders" and "Lender" or "Lenders" shall,
unless otherwise expressly indicated, include Citibank and Chase
in their individual capacities.  Citibank, Chase and their
Affiliates may accept deposits from, lend money to, act as
trustee under indentures of, accept investment banking
engagements from and generally engage in any kind of business
with, the Borrower, any of its Subsidiaries and any Person who
may do business with or own securities of the Borrower or any
such Subsidiary, all as if Citibank and Chase were not the Agents
and without any duty to account therefor to the Lenders.

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

          SECTION 7.05.  Indemnification.  Each Lender (other
than the Designated Bidders) severally agrees to indemnify the
Agents, the Syndication Agent and each Documentation Agent (to
the extent not promptly reimbursed by the Borrower) from and
against such Lender's ratable share (determined as provided
below) of any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits or costs or reasonable
expenses or disbursements of any kind or nature whatsoever that
may be imposed on, incurred by, or asserted against such Agent,
Syndication Agent or Documentation Agent, as the case may be, in
any way relating to or arising out of the Loan Documents or any
action taken or omitted by such Agent, Syndication Agent or
Documentation Agent, as the case may be, under the Loan
Documents; provided, however, that no Lender shall be liable for
any portion of such liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or
disbursements resulting from the gross negligence or willful
misconduct of any Agent, Syndication Agent or Documentation
Agent, as the case may be.  Without limitation of the foregoing,
each Lender (other than the Designated Bidders) agrees to
reimburse each Agent, Syndication Agent and Documentation Agent,
as the case may be, promptly upon demand for its ratable share of
any reasonable costs and expenses (including, without limitation,
reasonable fees and expenses of counsel) payable by the Borrower
under Section 8.04, to the extent that such Agent, Syndication
Agent or Documentation Agent, as the case may be, is not promptly
reimbursed for such costs and expenses by the Borrower.  For
purposes of this Section 7.05(a), the Lender Parties' respective
ratable shares of any amount shall be determined, at any time,
according to the sum of (a) the aggregate principal amount of the
Advances outstanding at such time and owing to the respective
Lenders, and (b) their respective Unused Revolving Credit
Commitments at such time.  In the event that any Defaulted
Advance shall be owing by any Defaulting Lender at any time, such
Lender's Commitment with respect to the Facility under which such
Defaulted Advance was required to have been made shall be
considered to be unused for purposes of this Section 7.05(a) to
the extent of the amount of such Defaulted Advance.  The failure
of any Lender to reimburse any Agent, Syndication Agent or
Documentation Agent, as the case may be, promptly upon demand for
its ratable share of any amount required to be paid by the
Lenders to any Agent, Syndication Agent or Documentation Agent,
as the case may be, as provided herein shall not relieve any
other Lender of its obligation hereunder to reimburse such Agent,
Syndication Agent or Documentation Agent, as the case may be, for
its ratable share of such amount, but no Lender shall be
responsible for the failure of any other Lender to reimburse such
Agent, Syndication Agent or Documentation Agent, as the case may
be, for such other Lender's ratable share of such amount.
Without prejudice to the survival of any other agreement of any
Lender hereunder, the agreement and obligations of each Lender
contained in this Section 7.05(a) shall survive the payment in
full of principal, interest and all other amounts payable
hereunder and under the other Loan Documents.

          SECTION 7.06.  Successor Agents.  Either Administrative
Agent or the Paying Agent may resign at any time by giving
written notice thereof to the Lenders and the Borrower and may be
removed at any time with or without cause by the Required
Lenders.  Upon any such resignation or removal, the Required
Lenders shall have the right to appoint a successor
Administrative Agent or Paying Agent, as the case may be,
subject, so long as no Default shall have occurred and be
continuing, to the consent of the Borrower (which consent shall
not be unreasonably withheld or delayed).  If no successor
Administrative Agent or Paying Agent shall have been so appointed
by the Required Lenders, and shall have accepted such
appointment, within 30 days after the retiring Administrative
Agent's or Paying Agent's giving of notice of resignation or the
Required Lenders' removal of the retiring Administrative Agent or
Paying Agent, then the retiring Administrative Agent or Paying
Agent may, on behalf of the Lenders, appoint a successor
Administrative Agent or Paying Agent, which shall be a commercial
bank organized under the laws of the United States of America or
of any State thereof and having a combined capital and surplus of
at least $1,000,000,000.  Upon the acceptance of any appointment
as Administrative Agent or Paying Agent hereunder by a successor
Administrative Agent or Paying Agent, such successor
Administrative Agent or Paying Agent shall thereupon succeed to
and become vested with all the rights, powers, discretion,
privileges and duties of the retiring Administrative Agent or
Paying Agent, and the retiring Administrative Agent or Paying
Agent shall be discharged from its duties and obligations under
this Agreement.  After any retiring Administrative Agent's or
Paying Agent's resignation or removal hereunder as Administrative
Agent or Paying Agent, the provisions of this Article VII shall
inure to its benefit as to any actions taken or omitted to be
taken by it while it was Administrative Agent or Paying Agent
under this Agreement.

          SECTION 7.07.  Other Agents.  Each Lender and the
Borrower hereby acknowledge that neither the syndication agent,
the documentation agent nor any other Lender designated as any
"Agent" (other than the Agent) on the cover page or the signature
pages hereof has any liability hereunder other than in its
capacity as a Lender.

                          ARTICLE VIII

                          MISCELLANEOUS

          SECTION 8.01.  Amendments, Etc.  No amendment or waiver
of any provision of this Agreement or the Revolving Credit Notes,
nor consent to any departure by the Borrower therefrom, shall in
any event be effective unless the same shall be in writing and
signed by the Required Lenders, and then such waiver or consent
shall be effective only in the specific instance and for the
specific purpose for which given; provided, however, that no
amendment, waiver or consent shall, unless in writing and signed
by all the Lenders (other than the Designated Bidders and other
than any Lender that is, at such time, a Defaulting Lender), do
any of the following:  (a) waive any of the conditions specified
in Section 3.01, (b) increase the Commitments of the Lenders or
subject the Lenders to any additional obligations, (c) reduce the
principal of, or interest on, the Revolving Credit Notes or any
fees or other amounts payable hereunder, (d) postpone any date
fixed for any payment of principal of, or interest on, the
Revolving Credit Notes or any fees or other amounts payable
hereunder, (e) change the percentage of the Commitments or of the
aggregate unpaid principal amount of the Revolving Credit Notes,
or the number of Lenders, that shall be required for the Lenders
or any of them to take any action hereunder or (f) amend this
Section 8.01; and provided, however, that no amendment, waiver or
consent shall, unless in writing and signed by the Administrative
Agents or the Paying Agent, as the case may be, in addition to
the Lenders required above to take such action, affect the rights
or duties of the Administrative Agents or Paying Agent, as the
case may be, under this Agreement or any Note.

          SECTION 8.02.  Notices, Etc.  All notices and other
communications provided for hereunder shall be in writing
(including telecopier, telegraphic or telex communication) and
mailed, telecopied, telegraphed, telexed or delivered, if to the
Borrower, at its address at 7 West Seventh Street, Cincinnati,
Ohio 45202, Attention:  Chief Financial Officer, with a copy to
General Counsel; if to any Initial Lender, at its Domestic
Lending Office specified opposite its name on Schedule I hereto;
if to any other Lender, at its Domestic Lending Office specified
in the Assignment and Acceptance pursuant to which it became a
Lender; and if Citibank in its capacity as Paying Agent or
Administrative Agent, at its address at 2 Penns Way, Suite 200,
New Castle, Delaware 19720, Attention: Tim Card, Loan
Syndications; or, as to the Borrower, the Paying Agent or such
Administrative Agent, at such other address as shall be
designated by such party in a written notice to the other parties
and, as to each other party, at such other address as shall be
designated by such party in a written notice to the Borrower and
the Paying Agent.  All such notices and communications shall, (a)
when mailed, be effective three Business Days after the same is
deposited in the mails, (b) when mailed for next day delivery by
a reputable freight company or reputable overnight courier
service, be effective one Business Day thereafter, and (c) when
sent by telegraph, telecopier or telex, be effective when the
same is confirmed by telephone, telecopier confirmation or return
telecopy or telex answerback, respectively, except that notices
and communications to the Paying Agent pursuant to Article II,
III or VII shall not be effective until received by the Paying
Agent.  Delivery by telecopier of an executed counterpart of any
amendment or waiver of any provision of this Agreement or the
Notes or of any Exhibit hereto to be executed and delivered
hereunder shall be effective as delivery of a manually executed
counterpart thereof.

          SECTION 8.03.  No Waiver; Remedies.  No failure on the
part of any Lender or any Agent to exercise, and no delay in
exercising, any right hereunder or under any Note shall operate
as a waiver thereof; nor shall any single or partial exercise of
any such right preclude any other or further exercise thereof or
the exercise of any other right.  The remedies herein provided
are cumulative and not exclusive of any remedies provided by law.

          SECTION 8.04.  Costs and Expenses.  (a)  The Borrower
agrees to pay on demand all costs and expenses of the Paying
Agent and the Administrative Agents in connection with the
preparation, execution, delivery, administration, modification
and amendment of the Loan Documents and the other documents to be
delivered hereunder, including, without limitation, (A) all due
diligence, syndication (including printing, distribution and bank
meetings), transportation, computer, duplication, appraisal,
consultant, and audit expenses and (B) the reasonable fees and
expenses of counsel for the Paying Agent and the Administrative
Agents with respect thereto and with respect to advising the
Paying Agent and the Administrative Agents as to their rights and
responsibilities under this Agreement.  The Borrower further
agrees to pay on demand all costs and expenses of the Paying
Agent, the Administrative Agents and the Lenders, if any
(including, without limitation, reasonable counsel fees and
expenses), in connection with the enforcement (whether through
negotiations, legal proceedings or otherwise) of the Loan
Documents and the other documents to be delivered hereunder,
including, without limitation, reasonable fees and expenses of
counsel for the Paying Agent, the Administrative Agents and each
Lender in connection with the enforcement of rights under this
Section 8.04(a).

          (b)  The Borrower agrees to indemnify and hold harmless
the Agents and each Lender and each of their Affiliates and their
officers, directors, employees, agents and advisors (each, an
"Indemnified Party") from and against any and all claims,
damages, losses, liabilities and expenses (including, without
limitation, reasonable fees and expenses of counsel) that may be
incurred by or asserted or awarded against any Indemnified Party,
in each case arising out of or in connection with or by reason of
(including, without limitation, in connection with any
investigation, litigation or proceeding or preparation of a
defense in connection therewith) (i) the Loan Documents, any of
the transactions contemplated thereby or the actual or proposed
use of the proceeds of the Advances or (ii) the actual or alleged
presence of Hazardous Materials on any property of the Borrower
or any of its Subsidiaries or any Environmental Action relating
in any way to the Borrower or any of its Subsidiaries, except to
the extent such claim, damage, loss, liability or expense is
found in a final, non-appealable judgment by a court of competent
jurisdiction to have resulted from such Indemnified Party's gross
negligence or willful misconduct.  In the case of an
investigation, litigation or other proceeding to which the
indemnity in this Section 8.04(b) applies, such indemnity shall
be effective whether or not such investigation, litigation or
proceeding is brought by the Borrower, its directors,
shareholders or creditors or an Indemnified Party or any other
Person or any Indemnified Party is otherwise a party thereto and
whether or not the transactions contemplated hereby are
consummated, except to the extent such claim, damage, loss,
liability or expense is found in a final, non-appealable judgment
by a court of competent jurisdiction to have resulted from such
Indemnified Party's gross negligence or willful misconduct.  The
Borrower also agrees that no Indemnified Party shall have any
liability (whether direct or indirect, in contract or tort or
otherwise) to the Borrower or any of its security holders or
creditors arising out of, related to or in connection with the
Facilities, the actual or proposed use of the Advances, the Loan
Documents or any of the transactions contemplated thereby, except
(a) to the extent that such liability is found in a final
non-appealable judgment by a court of competent jurisdiction to
have resulted from such Indemnified Party's gross negligence or
willful misconduct and (b) for direct, as opposed to
consequential, damages for breach of the Indemnified Parties'
obligations hereunder.

          (c)  If any payment of principal of, or Conversion of,
any Eurodollar Rate Advance or LIBO Rate Advance is made by the
Borrower to or for the account of a Lender other than on the last
day of the Interest Period for such Advance, as a result of a
payment or Conversion pursuant to Section 2.08(d) or (e), 2.10 or
2.12, acceleration of the maturity of the Notes pursuant to
Section 6.01 or for any other reason, or by an Eligible Assignee
to a Lender other than on the last day of the Interest Period for
such Advance upon an assignment of rights and obligations under
this Agreement pursuant to Section 8.07 as a result of a demand
by the Borrower pursuant to Section 8.07(a), the Borrower shall,
upon demand by such Lender (with a copy of such demand to the
Paying Agent), pay to the Paying Agent for the account of such
Lender any amounts required to compensate such Lender for any
additional losses, costs or expenses that it may reasonably incur
as a result of such payment or Conversion, including, without
limitation, any loss (excluding loss of anticipated profits),
cost or expense incurred by reason of the liquidation or
reemployment of deposits or other funds acquired by any Lender to
fund or maintain such Advance.

          (d)  If the Borrower fails to pay when due any costs,
expenses or other amounts payable by it under any Loan Document,
including, without limitation, reasonable fees and expenses of
counsel and indemnities, such amount may be paid on behalf of the
Borrower by the Paying Agent or any Lender, in its sole
discretion.

          (e)  Without prejudice to the survival of any other
agreement of the Borrower hereunder, the agreements and
obligations of the Borrower contained in Sections 2.11, 2.14 and
8.04 shall survive the payment in full of principal, interest and
all other amounts payable hereunder and under the Notes.

          SECTION 8.05.  Right of Set-off.  Upon (i) the
occurrence and during the continuance of any Event of Default and
(ii) the making of the request or the granting of the consent
specified by Section 6.01 to authorize the Agents to declare the
Notes due and payable pursuant to the provisions of Section 6.01,
each Lender and each of its Affiliates is hereby authorized at
any time and from time to time, to the fullest extent permitted
by law, to set off and apply any and all deposits (general or
special, time or demand, provisional or final) at any time held
and other indebtedness at any time owing by such Lender or such
Affiliate 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 Agreement and the Note held by such
Lender, whether or not such Lender shall have made any demand
under this Agreement or such Note and although such obligations
may be unmatured.  Each Lender agrees promptly to notify the
Borrower after any such set-off and application, provided that
the failure to give such notice shall not affect the validity of
such set-off and application.  The rights of each Lender and its
Affiliates under this Section are in addition to other rights and
remedies (including, without limitation, other rights of set-off)
that such Lender and its Affiliates may have.

          SECTION 8.06.  Binding Effect.  This Agreement shall
become effective (other than Sections 2.01 and 2.03, which shall
only become effective upon satisfaction of the conditions
precedent set forth in Section 3.01) when it shall have been
executed by the Borrower and the Agents and when the Paying Agent
shall have been notified by each Initial Lender that such Initial
Lender has executed it and thereafter shall be binding upon and
inure to the benefit of the Borrower, the Agents and each Lender
and their respective successors and assigns, except that the
Borrower shall not have the right to assign its rights hereunder
or any interest herein without the prior written consent of the
Lenders.

          SECTION 8.07.  Assignments, Designations and
Participations.  (a)  Each Lender (other than the Designated
Bidders) may, and if demanded by the Borrower (following a demand
by such Lender pursuant to Section 2.11) upon at least ten
Business Days' notice to such Lender and the Paying Agent will,
assign to one or more Persons all or a portion of its rights and
obligations under this Agreement (including, without limitation,
all or a portion of its Commitment, the Revolving Credit Advances
owing to it and the Revolving Credit Note or Notes held by it);
provided, however, that (i) each such assignment shall be of a
constant, and not a varying, percentage of all rights and
obligations under this Agreement (other than any right to make
Competitive Bid Advances, Competitive Bid Advances owing to it
and Competitive Bid Notes), (ii) except in the case of an
assignment to a Person that, immediately prior to such
assignment, was a Lender or an assignment of all of a Lender's
rights and obligations under this Agreement, the amount of the
Commitment of the assigning Lender being assigned pursuant to
each such assignment (determined as of the date of the Assignment
and Acceptance with respect to such assignment) shall in no event
be less than $10,000,000 or an integral multiple of $1,000,000 in
excess thereof, (iii) each such assignment shall be to an
Eligible Assignee, (iv) each such assignment made as a result of
a demand by the Borrower pursuant to this Section 8.07(a) shall
be arranged by the Borrower after consultation with the Paying
Agent and shall be either an assignment of all of the rights and
obligations of the assigning Lender under this Agreement or an
assignment of a portion of such rights and obligations made
concurrently with another such assignment or other such
assignments that together cover all of the rights and obligations
of the assigning Lender under this Agreement, (v) no Lender shall
be obligated to make any such assignment as a result of a demand
by the Borrower pursuant to this Section 8.07(a) unless and until
such Lender shall have received one or more payments from either
the Borrower or one or more Eligible Assignees in an aggregate
amount at least equal to the aggregate outstanding principal
amount of the Advances owing to such Lender, together with
accrued interest thereon to the date of payment of such principal
amount and all other amounts payable to such Lender under this
Agreement, and (vi) the parties to each such assignment shall
execute and deliver to the Paying Agent, for its acceptance and
recording in the Register, an Assignment and Acceptance, together
with any Revolving Credit Note subject to such assignment and a
processing and recordation fee of $3,500.

          (b)  Upon the execution, delivery, acceptance and
recording, from and after the effective date specified in each
Assignment and Acceptance, (x) the assignee thereunder shall be a
party hereto and, to the extent that rights and obligations
hereunder have been assigned to it pursuant to such Assignment
and Acceptance, have the rights and obligations of a Lender
hereunder and (y) the Lender assignor thereunder shall, to the
extent that rights and obligations hereunder have been assigned
by it pursuant to such Assignment and Acceptance, relinquish its
rights and be released from its obligations under this Agreement
(and, in the case of an Assignment and Acceptance covering all or
the remaining portion of an assigning Lender's rights and
obligations under this Agreement, such Lender shall cease to be a
party hereto).

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

          (d)  Upon its receipt of an Assignment and Acceptance
executed by an assigning Lender and an assignee representing that
it is an Eligible Assignee, together with any Revolving Credit
Note or Notes, if any, subject to such assignment, the Paying
Agent shall, if such Assignment and Acceptance has been completed
and is in substantially the form of Exhibit C hereto, (i) accept
such Assignment and Acceptance, (ii) record the information
contained therein in the Register and (iii) give prompt notice
thereof to the Borrower.  Within five Business Days after its
receipt of such notice and if so requested by the assignee, the
Borrower, at its own expense, shall execute and deliver to the
Paying Agent in exchange for the surrendered Revolving Credit
Note a new Note to the order of such assignee in an amount equal
to the Commitment assumed by it pursuant to such Assignment and
Acceptance and, if the assigning Lender has retained a Commitment
hereunder and so requests, a new Revolving Credit Note to the
order of the assigning Lender in an amount equal to the
Commitment retained by it hereunder.  Such new Revolving Credit
Note or Notes, if any, shall be in an aggregate principal amount
equal to the aggregate principal amount of such surrendered
Revolving Credit Note or Notes, if any, shall be dated the
effective date of such Assignment and Acceptance and shall
otherwise be in substantially the form of Exhibit A hereto.

          (e)   Each  Lender (other than the Designated  Bidders)
may designate one or more banks or other entities to have a right
to  make  Competitive  Bid  Advances  as  a  Lender  pursuant  to
Section 2.03; provided, however, that (i) no such Lender shall be
entitled to make more than two such designations, (ii) each  such
Lender  making one or more of such designations shall retain  the
right  to  make Competitive Bid Advances as a Lender pursuant  to
Section  2.03,  (iii)  each  such  designation  shall  be  to   a
Designated  Bidder and (iv) the parties to each such  designation
shall execute and deliver to the Paying Agent, for its acceptance
and  recording  in the Register, a Designation  Agreement.   Upon
such  execution,  delivery, acceptance and  recording,  from  and
after the effective date specified in each Designation Agreement,
the  designee thereunder shall be a party hereto with a right  to
make   Competitive   Bid  Advances  as  a  Lender   pursuant   to
Section 2.03 and the obligations related thereto.

          (f)    By   executing  and  delivering  a   Designation
Agreement, the Lender making the designation thereunder  and  its
designee  thereunder confirm and agree with each  other  and  the
other  parties  hereto  as follows:  (i)  such  Lender  makes  no
representation  or  warranty and assumes no  responsibility  with
respect to any statements, warranties or representations made  in
or  in  connection  with  any  Loan Document  or  the  execution,
legality,  validity, enforceability, genuineness, sufficiency  or
value  of, or the perfection or priority of any lien or  security
interest  created  or  purported  to  be  created  under  or   in
connection  with,  this  Agreement or  any  other  instrument  or
document  furnished pursuant hereto; (ii) such  Lender  makes  no
representation  or  warranty and assumes no  responsibility  with
respect  to  the  financial condition  of  the  Borrower  or  the
performance  or  observance  by  the  Borrower  of  any  of   its
obligations  under any Loan Document or any other  instrument  or
document  furnished pursuant hereto; (iii) such designee confirms
that  it  has  received a copy of this Agreement,  together  with
copies  of  the financial statements referred to in Section  4.01
and  such  other  documents  and information  as  it  has  deemed
appropriate to make its own credit analysis and decision to enter
into   such  Designation  Agreement;  (iv)  such  designee  will,
independently   and  without  reliance  upon  any   Agent,   such
designating  Lender  or  any  other  Lender  and  based  on  such
documents  and  information as it shall deem appropriate  at  the
time, continue to make its own credit decisions in taking or  not
taking  action  under this Agreement; (v) such designee  confirms
that  it is a Designated Bidder; (vi) such designee appoints  and
authorizes the Agents to take such action as agent on its  behalf
and  to  exercise such powers and discretion under this Agreement
as are delegated to the Agents by the terms hereof, together with
such  powers and discretion as are reasonably incidental thereto;
and (vii) such designee agrees that it will perform in accordance
with  their  terms all of the obligations which by the  terms  of
this Agreement are required to be performed by it as a Lender.

          (g)   Upon  its  receipt  of  a  Designation  Agreement
executed by a designating Lender and a designee representing that
it  is  a  Designated  Bidder, the Paying Agent  shall,  if  such
Designation Agreement has been completed and is substantially  in
the  form  of  Exhibit  D  hereto, (i)  accept  such  Designation
Agreement, (ii) record the information contained therein  in  the
Register and (iii) give prompt notice thereof to the Borrower.

          (h)   The  Paying Agent shall maintain at  its  address
referred  to  in  Section  8.02 a copy  of  each  Assignment  and
Acceptance  and  each  Designation  Agreement  delivered  to  and
accepted  by it and a register for the recordation of  the  names
and  addresses of the Lenders and, with respect to Lenders  other
than  Designated Bidders, the Commitment of, and principal amount
of  the  Advances owing to, each Lender from time  to  time  (the
"Register").  The entries in the Register shall be conclusive and
binding  for  all  purposes,  absent  manifest  error,  and   the
Borrower, the Paying Agent and the Lenders may treat each  Person
whose name is recorded in the Register as a Lender hereunder  for
all  purposes of this Agreement.  The Register shall be available
for  inspection  by the Borrower or any Lender at any  reasonable
time and from time to time upon reasonable prior notice.

          (i)  Each Lender may sell participations to one or more
banks or other entities (other than the Borrower or any of its
Affiliates) in or to all or a portion of its rights and
obligations under this Agreement (including, without limitation,
all or a portion of its Commitment, the Advances owing to it and
the Note or Notes held by it); provided, however, that (i) such
Lender's obligations under this Agreement (including, without
limitation, its Commitment to the Borrower hereunder) shall
remain unchanged, (ii) such Lender shall remain solely
responsible to the other parties hereto for the performance of
such obligations, (iii) such Lender shall remain the holder of
any such Note for all purposes of this Agreement, (iv) the
Borrower, the Agents and the other Lenders shall continue to deal
solely and directly with such Lender in connection with such
Lender's rights and obligations under this Agreement and (v) no
participant under any such participation shall have any right to
approve any amendment or waiver of any provision of this
Agreement or any Note, or any consent to any departure by the
Borrower therefrom, except to the extent that such amendment,
waiver or consent would reduce the principal of, or interest on,
the Notes or any fees or other amounts payable hereunder, in each
case to the extent subject to such participation, or postpone any
date fixed for any payment of principal of, or interest on, the
Notes or any fees or other amounts payable hereunder, in each
case to the extent subject to such participation.

          (j)  Any Lender may, in connection with any assignment,
designation or participation or proposed assignment, designation
or participation pursuant to this Section 8.07, disclose to the
assignee, designee or participant or proposed assignee, designee
or participant, any information relating to the Borrower
furnished to such Lender by or on behalf of the Borrower;
provided that, prior to any such disclosure, the assignee,
designee or participant or proposed assignee, designee or
participant shall agree to preserve the confidentiality of any
Confidential Information relating to the Borrower received by it
from such Lender.

          (k)  Notwithstanding any other provision set forth in
this Agreement, any Lender may at any time create a security
interest in all or any portion of its rights under this Agreement
(including, without limitation, the Advances owing to it and the
Note or Notes held by it) in favor of any Federal Reserve Bank in
accordance with Regulation A of the Board of Governors of the
Federal Reserve System.

          SECTION 8.08.  Confidentiality.   None of the Agents or
any Lender shall disclose any Confidential Information to any
Person without the written consent of the Borrower, other than
(a) to such Agent's or such Lender's Affiliates to whom
disclosure is required to enable any such Agent or Lender to
perform its obligations under this Agreement or in connection
with the administration or monitoring of the Loan Documents by
such Agent or Lender and their officers, directors, employees,
agents, representatives and advisors and to actual or prospective
Eligible Assignees and participants, and that, in each case, are
advised of the confidential nature of such Confidential
Information, (b) as required by any law, rule or regulation or
judicial process, (c) to any rating agency when required by it in
connection with the Competitive Bid Advances made by, and the
rating of, any Designated Bidder, provided that, prior to any
such disclosure, such rating agency shall undertake to preserve
the confidentiality of any Confidential Information received by
it from such Lender and (d) as requested or required by any
state, federal or foreign authority or examiner regulating banks
or banking.

          SECTION 8.09.  Governing Law.  This Agreement and the
Notes shall be governed by, and construed in accordance with, the
laws of the State of New York.

          SECTION 8.10.  Execution in Counterparts.  This
Agreement may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of
which taken together shall constitute one and the same agreement.
Delivery of an executed counterpart of a signature page to this
Agreement by telecopier shall be effective as delivery of a
manually executed counterpart of this Agreement.

          SECTION 8.11.  Judgment.  (a)  If for the purposes of
obtaining judgment in any court it is necessary to convert a sum
due hereunder or under the Notes in any currency (the "Original
Currency") into another currency (the "Other Currency") the
parties hereto agree, to the fullest extent that they may
effectively do so, that the rate of exchange used shall be that
at which in accordance with normal banking procedures the Paying
Agent could purchase the Original Currency with the Other
Currency at 9:00 A.M. (New York City time) on the first Business
Day preceding that on which final judgment is given.

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

          SECTION 8.12.  Jurisdiction, Etc.  (a)  Each of the
parties hereto hereby irrevocably and unconditionally submits,
for itself and its property, to the nonexclusive jurisdiction of
any New York State court or federal court of the United States of
America sitting in New York City, and any appellate court from
any thereof, in any action or proceeding arising out of or
relating to this Agreement or the Notes, or for recognition or
enforcement of any judgment, and each of the parties hereto
hereby irrevocably and unconditionally agrees that all claims in
respect of any such action or proceeding may be heard and
determined in any such New York State court or, to the extent
permitted by law, in such federal court.  Each of the parties
hereto agrees that a final judgment in any such action or
proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner
provided by law.  Nothing in this Agreement shall affect any
right that any party may otherwise have to bring any action or
proceeding relating to this Agreement or the Notes in the courts
of any jurisdiction.

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

          SECTION 8.13.  Waiver of Jury Trial.  Each of the
Borrower, the Agents and the Lenders hereby irrevocably waives
all right to trial by jury in any action, proceeding or
counterclaim (whether based on contract, tort or otherwise)
arising out of or relating to this Agreement or the Notes or the
actions of any Agent or any Lender in the negotiation,
administration, performance or enforcement thereof.

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

                          THE BORROWER



                          FEDERATED DEPARTMENT STORES, INC.

                          By:  /s/ Karen M. Hoguet
                             Title:  Senior Vice President and
                          Chief Financial Officer



                          CITIBANK, N.A.,
                            as an Administrative Agent and as
                          Paying Agent

                          By:  /s/ Steven R. Victorin
                             Title:  Vice President



                          THE CHASE MANHATTAN BANK,
                            as an Administrative Agent

                          By:  /s/ _________________
                             Title:  Vice President



                          THE INITIAL LENDERS



                          Lead Arrangers

                          CITIBANK, NA.

                          By:  /s/ Steven R. Victorin
                             Title:  Vice President



                          THE CHASE MANHATTAN BANK

                          By:  /s/ Barry K. Bergman
                             Title:  Vice President



                          Syndication Agent

                          FLEET NATIONAL BANK

                          By:  /s/ Judith C.E. Kelly
                             Title:  Director



                          Documentation Agents

                          BANK OF AMERICA, N.A.

                          By:  /s/ Amy Krovocheck
                             Title:  Vice President



                          THE BANK OF NEW YORK

                          By:  /s/ William Barnum
                             Title:  Vice President



                          CREDIT SUISSE FIRST BOSTON

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

                          By:  /s/ Kristin Lepri
                             Title:  Assistant Vice President



                          Senior Managing Agents

                          BANK ONE, NA

                          By:  /s/ Catherine A. Muszynski
                             Title:  Vice President



                          FIRSTAR BANK, N.A.

                          By:  /s/ Derek S. Roudebush
                             Title:  Vice President



                          PNC BANK, NATIONAL ASSOCIATION

                          By:  /s/ Bruce A. Kintner
                             Title:  Vice President



                          Managing Agents

                          THE FIFTH THIRD BANK

                          By:  /s/ Christine L. Wagner
                             Title:  Assistant Vice President



                          MELLON BANK, N.A.

                          By:  /s/ Louis E. Flori
                             Title:  Vice President



                          SUMITOMO MITSUI BANKING CORPORATION

                          By:  /s/ John H. Kemper
                             Title:  Senior Vice President



                          Lenders

                          ALLFIRST BANK

                          By:  /s/ Robert M. Beaver
                             Title:  Senior Vice President



                          BANCA NAZIONALE DEL LAVORO S.P.A., NEW
                          YORK BRANCH

                          By:  /s/ Juan J. Cortes
                             Title:  Vice President

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



                          FIRST UNION NATIONAL BANK

                          By:  /s/ Margaret Gibbins
                             Title:  Senior Vice President



                          STANDARD CHARTERED BANK

                          By:  /s/ Shafiq Ur Rahman
                             Title:  Senior Vice President

                          By:  /s/ Jamin K. Hill
                             Title:  Senior Vice President



                          WELLS FARGO BANK, N.A.

                          By:  /s/ James Heinz
                             Title:  Vice President

                          By:  /s/ Melissa Nachman
                             Title:  Vice President



                           SCHEDULE I

           COMMITMENTS AND APPLICABLE LENDING OFFICES



       Name of Initial    Revolving    Domestic Lending  Eurodollar Lending
       Lender               Credit          Office             Office
                          Commitment
       Allfirst Bank      $5,000,000  Credit:             Credit:
                                      25 S. Charles       25 S. Charles
                                     Street              Street
                                     Baltimore, MD       Baltimore, MD
                                     21201               21201
                                     Attn:  John         Attn:  Sean
                                     Serocca             Fitzgerald
                                     Phone:  (410) 244-  Phone:  (410) 244-
                                     4852                4575
                                     Fax:  (410) 545-    Fax:  (410) 545
                                     2047                2079
                                     Administrative:     Administrative:
                                     25 S. Charles       25 S. Charles
                                     Street              Street
                                     Baltimore, MD       Baltimore, MD
                                     21201               21201
                                     Attn:  John         Attn:  Sean
                                     Serocca             Fitzgerald
                                     Phone:  (410) 244-  Phone:  (410) 244-
                                     4852                4575
                                     Fax:  (410) 545-    Fax:  (410) 545-
                                     2047                2079

       Banca Nazionale    $6,250,000  Credit:             Credit:
       del Lavoro                     25 West 51st        25 West 51st
                                      Street              Street
                                      New York, NY        New York, NY
                                     10019               10019
                                     Attn: Juan Cortes   Attn: Juan Cortes
                                     Phone: (212) 314-   Phone: (212) 314-
                                     0295                0295
                                     Fax: (212) 765-     Fax: (212) 765-
                                     2978                2978
                                     Administrative:     Administrative:
                                     Attn: Anna          Attn: Anna
                                     Hernandez           Hernandez
                                     Phone: (212) 314-   Phone: (212) 314-
                                     0679                0679
                                     Fax: (212) 765-     Fax: (212) 765-
                                     2978                2978

       Bank of America,  $33,750,000  Credit:             Credit:
       N.A.                           901 Main St, 67th   901 Main St, 67th
                                     Floor               Floor
                                     Dallas, TX  75202   Dallas, TX  75202
                                     Attn: Amy           Attn: Amy
                                     Krovocheck          Krovocheck
                                     Phone: (214) 209-   Phone: (214) 209-
                                     0193                0193
                                     Fax: (214) 209-     Fax: (214) 209-
                                     0980                0980
                                     Administrative:     Administrative:
                                     1850 Gateway Blvd.  1850 Gateway Blvd.
                                     Concord, CA 94520-  Concord, CA 94520-
                                     3282                3282
                                     Attn:  G.K.         Attn:  G.K.
                                     Lapitan             Lapitan
                                     Phone:  (925) 675-  Phone:  (925) 675-
                                     8205                8205
                                     Fax:  (925) 969-    Fax:  (925) 969-
                                     2852                2852
       The Bank of New   $33,750,000  Credit:             Credit:
       York                           One Wall Street,    One Wall Street,
                                     8th Floor           8th Floor
                                     New York, NY        New York, NY
                                     10286               10286
                                     Attn: Clarence      Attn: Clarence
                                     Burleigh            Burleigh
                                     Phone: (212) 635-   Phone: (212) 635-
                                     7867                7867
                                     Fax: (212) 635-     Fax: (212) 635-
                                     1483                1483
                                     Administrative:     Administrative:
                                     One Wall Street,    One Wall Street,
                                     8th Floor           8th Floor
                                     New York, NY        New York, NY
                                     10286               10286
                                     Attn:  Susan        Attn:  Susan
                                     Baratta             Baratta
                                     Phone:  (212) 635-  Phone:  (212) 635-
                                     6761                6761
                                     Fax:  (212) 635-    Fax:  (212) 635-
                                     6397                6397
       Bank One, NA      $21,250,000  Credit:             Credit:
                                     1 Bank One Plaza    1 Bank One Plaza
                                     Suite ILI0086       Suite ILI0086
                                     Chicago, IL  60670  Chicago, IL  60670
                                     Attn:  Paul Rigby   Attn:  Paul Rigby
                                     Phone:  (312) 732-  Phone:  (312) 732-
                                     6132                6132
                                     Fax:  (312) 336-    Fax:  (312) 336-
                                     4380                4380
                                     Administrative:     Administrative:
                                     1 Bank One Plaza    1 Bank One Plaza
                                     Suite ILI0086       Suite ILI0086
                                     Chicago, IL  60670  Chicago, IL  60670
                                     Attn:  Tess Siao    Attn:  Tess Siao
                                     Phone:  (312) 732-  Phone:  (312) 732-
                                     8705                8705
                                     Fax:  (312) 336-    Fax:  (312) 336-
                                     2715                2715
       The Chase         $50,000,000  Credit:             Credit:
       Manhattan Bank                 270 Park Avenue,    270 Park Avenue,
                                     48th Fl.            48th Fl.
                                     New York, NY        New York, NY
                                     10017               10017
                                     Attn: Barry         Attn: Barry
                                     Bergman             Bergman
                                     Phone: (212) 270-   Phone: (212) 270-
                                     0203                0203
                                     Fax: (212) 270-     Fax: (212) 270-
                                     5646                5646
                                     Administrative:     Administrative:
                                     1 Chase Manhattan   1 Chase Manhattan
                                     Plaza               Plaza
                                     8th Floor           8th Floor
                                     New York, NY        New York, NY
                                     10081               10081
                                     Attn:  Amy          Attn: Amy Labinger
                                     Labinger            Phone:  (212) 552-
                                     Phone:  (212) 552-  4025
                                     4025                Fax:  (212) 552-
                                     Fax:  (212) 552-    7500
                                     7500
       Citibank, N.A.    $50,000,000  Credit:             Credit:
                                     388 Greenwich       388 Greenwich
                                     Street              Street
                                     New York, NY 10013  New York, NY 10013
                                     Attn: Robert Snell  Attn: Robert Snell
                                     Phone: (212) 816-   Phone: (212) 816-
                                     Fax: (212) 793-     Fax: (212) 793-
                                     7585                7585
                                     Administrative:     Administrative:
                                     2 Penns Plaza       2 Penns Plaza
                                     Suite 200           Suite 200
                                     New Castle, DE      New Castle, DE
                                     19720               19720
                                     Attn: Tim Card      Attn: Tim Card
                                     Phone: (718) 248-   Phone: (718) 248-
                                     4536                4536
                                     Fax: (718) 248-     Fax: (718) 248-
                                     4844                4844
       Credit Suisse     $33,750,000$ Credit:             Credit:
       First Boston                   11 Madison Ave.,    11 Madison Ave.,
                                      19th Fl.            19th Fl.
                                      New York, NY        New York, NY
                                      10010               10010
                                     Attn: William       Attn: William
                                     O'Daly              O'Daly
                                     Phone: (212) 325-   Phone: (212) 325-
                                     1986                1986
                                     Fax: (212) 325-     Fax: (212) 325-
                                     8314                8314
                                     Administrative:     Administrative:
                                     11 Madison Ave.     11 Madison Ave.
                                     New York, NY        New York, NY
                                     10010               10010
                                     Attn:  Ronald       Attn:  Ronald
                                     David               David
                                     Phone: (212) 325-   Phone: (212) 325-
                                     1865                1865
                                     Fax:  (212) 335-    Fax:  (212) 335-
                                     0593                0593
       The Fifth-Third   $18,750,000  Credit:             Credit:
       Bank                           38 Fountain Square  38 Fountain Square
                                      Plaza               Plaza
                                      Cincinnati, OH      Cincinnati, OH
                                      45263               45263
                                     Attn:  Christine    Attn:  Christine
                                     Wagner              Wagner
                                     Phone:  (513) 744-  Phone:  (513) 744-
                                     7348                7348
                                     Fax:  (513) 744-    Fax:  (513) 744-
                                     5947                5947
                                     Administrative:     Administrative:
                                     38 Fountain Square  38 Fountain Square
                                     Plaza               Plaza
                                     Cincinnati, OH      Cincinnati, OH
                                     45263               45263
                                     Attn:  Jennifer     Attn:  Jennifer
                                     Pund                Pund
                                     Phone:  (513) 579-  Phone:  (513) 579-
                                     5389                5389
                                     Fax:  (513) 744-    Fax:  (513) 744-
                                     5947                5947
       First Union       $12,500,000  Credit:             Credit:
       National Bank                  Widener Building,   Widener Building,
                                      12th Floor          12th Floor
                                     One South Penn      One South Penn
                                     Square              Square
                                     Philadelphia, PA    Philadelphia, PA
                                     19107               19107
                                     Attn: Beth Kmiec    Attn: Beth Kmiec
                                     Phone: (215) 786-   Phone: (215) 786-
                                     3838                3838
                                     Fax: (215) 786      Fax: (215) 786
                                     1877                1877
                                     Administrative:     Administrative:
                                     201 South College   201 South College
                                     Street              Street
                                     17th Floor          17th Floor
                                     Charlotte, NC       Charlotte, NC
                                     28288-1183          28288-1183
                                     Attn: Lisa VanNote  Attn: Lisa VanNote
                                     Phone: (704) 374-   Phone: (704) 374-
                                     4282                4282
                                     Fax: (704) 383-     Fax: (704) 383-
                                     7999                7999
       Firstar Bank,     $21,250,000  Credit:             Credit:
       N.A.                           425 Walnut Street,  425 Walnut Street,
                                      ML: 8160            ML: 8160
                                      Cincinnati, OH      Cincinnati, OH
                                      45202               45202
                                     Attn: Derek         Attn: Derek
                                     Roudebush           Roudebush
                                     Phone: (513) 632-   Phone: (513) 632-
                                     4010                4010
                                     Fax: (513) 762-     Fax: (513) 762-
                                     2068                2068
                                     Administrative:     Administrative:
                                     425 Walnut Street   425 Walnut Street
                                     Cincinnati, OH      Cincinnati, OH
                                     45202               45202
                                     Attn: Patty         Attn: Patty
                                     Gambert             Gambert
                                     Phone:  (513) 632-  Phone:  (513) 632-
                                     4034                4034
                                     Fax:  (513) 632-    Fax:  (513) 632-
                                     3099                3099
       Fleet National    $36,250,000  Credit:             Credit:
       Bank                           100 Federal Street  100 Federal Street
                                     MA DE 100 09E       MA DE 100 09E
                                     Boston, MA  02110   Boston, MA  02110
                                     Attn: Judy Kelly    Attn: Judy Kelly
                                     Phone: (617) 434-   Phone: (617) 434-
                                     5280                5280
                                     Fax: (617) 434-     Fax: (617) 434-
                                     6685                6685
                                     Administrative:     Administrative:
                                     One Federal Street  One Federal Street
                                     MA De 10307L        MA DE 10307L
                                     Boston, MA  02110   Boston, MA  02110
                                     Attn:  Dwayne       Attn:  Dwayne
                                     Nelson              Nelson
                                     Phone:  (617) 346-  Phone:  (617) 346-
                                     4223                4223
                                     Fax:  (617) 346-    Fax:  (617) 346-
                                     0595                0595
       Mellon Bank,      $18,750,000  Credit:             Credit:
       N.A.                           One Mellon Bank     One Mellon Bank
                                     Center,             Center,
                                     Room 370            Room 370
                                     Pittsburgh, PA      Pittsburgh, PA
                                     15258-0001          15258-0001
                                     Attn: Louis Flori   Attn: Louis Flori
                                     Phone: (412) 234-   Phone: (412) 234-
                                     7298                7298
                                     Fax: (412) 236-     Fax: (412) 236-
                                     1914                1914
                                     Administrative:     Administrative:
                                     Three Mellon Bank   Three Mellon Bank
                                     Center,             Center,
                                     Room 1203           Room 1203
                                     Pittsburgh, PA      Pittsburgh, PA
                                     15259-0003          15259-0003
                                     Attn: Richard       Attn: Richard
                                     Bouchard            Bouchard
                                     Phone: (412) 234-   Phone: (412) 234-
                                     5767                5767
                                     Fax: (412) 209-     Fax: (412) 209-
                                     6124                6124
       PNC Bank,         $21,250,000  Credit:             Credit:
       National                       201 East 5th        201 East 5th
       Association                    Street              Street
                                      Cincinnati, OH      Cincinnati, OH
                                      45202               45202
                                      Attn: Joe           Attn: Joe
                                     Richardson          Richardson
                                     Phone: (513) 651-   Phone: (513) 651-
                                     8688                8688
                                     Fax: (513) 651-     Fax: (513) 651-
                                     8951                8951
                                     Administrative:     Administrative:
                                     201 E. 5th Street   201 E. 5th Street
                                     Cincinnati, OH      Cincinnati, OH
                                     45202               45202
                                     Attn:   Sandy       Attn:   Sandy
                                     Wilson              Wilson
                                     Phone:(513) 651-    Phone: (513) 651-
                                     8984                8984
                                     Fax:  (513) 651-    Fax:  (513) 651-
                                     8951                8951
       Standard           $6,250,000  Credit:             Credit:
       Chartered Bank                 7 World Trade       7 World Trade
                                     Center, 27th Fl.    Center, 27th Fl.
                                     New York, NY        New York, NY
                                     10048               10048
                                     Attn: David         Attn: David
                                     Cutting             Cutting
                                     Phone: (212) 667-   Phone: (212) 667-
                                     0469                0469
                                     Fax:  (212) 667-    Fax:  (212) 667-
                                     0225                0225
                                     Administrative:     Administrative:
                                     707 Wilshire        707 Wilshire
                                     Blvd., W-8-33       Blvd., W-8-33
                                     Los Angeles, CA     Los Angeles, CA
                                     90017               90017
                                     Attn:  Qustanti     Attn:  Qustanti
                                     Shiber              Shiber
                                     Phone:  (213) 614-  Phone:  (213) 614-
                                     5037                5037
                                     Fax:  (213) 614-    Fax:  (213) 614-
                                     4270                4270
       Sumitomo Mitsui   $18,750,000  Credit:             Credit:
       Banking                        233 South Wacker    233 South Wacker
       Corporation                    Drive, Suite 4010   Drive, Suite 4010
                                      Chicago, IL 60606   Chicago, IL 60606
                                      Attn:  John H.      Attn:  John H.
                                     Kemper              Kemper
                                     Phone: (312) 876-   Phone: (312) 876-
                                     7797                7797
                                     Fax: (312) 876-     Fax: (312) 876-
                                     6436                6436
                                     Administrative:     Administrative:
                                     277 Park Avenue     277 Park Avenue
                                     New York, NY        New York, NY
                                     10172               10172
                                     Attn: Courtney L.   Attn: Courtney L.
                                     Whitlock            Whitlock
                                     Phone: (212) 224-   Phone: (212) 224-
                                     4335                4335
                                     Fax (212) 224-5197  Fax (212) 224-5197
       Wells Fargo Bank  $12,500,000  Credit:             Credit:
                                      230 West Monroe     230 West Monroe
                                      Street              Street
                                      Suite 2900          Suite 2900
                                     Chicago, IL  60606  Chicago, IL  60606
                                     Attn:  Jim Heinz    Attn:  Jim Heinz
                                     Phone:  (312) 845-  Phone:  (312) 845-
                                     4523                4523
                                     Fax:  (312) 553-    Fax:  (312) 553-
                                     4783                4783
                                     Administrative:     Administrative:
                                     201 Third Street    201 Third Street
                                     MAC 0187-081        MAC 0187-081
                                     San Francisco, CA   San Francisco, CA
                                     94103               94103
                                     Attn:  Ginnie       Attn:  Ginnie
                                     Padgett             Padgett
                                     Phone:  (415) 477-  Phone:  (415) 477-
                                     5374                5374
                                     Fax:  (415) 979-    Fax:  (415) 979-
                                     0675                0675

___________

TOTAL OF COMMITMENTS: $400,000,000


                        SCHEDULE 4.01(c)

Required Authorizations, Approvals, Actions, Notices and Filings

                              None





                        SCHEDULE 5.02(a)

                         Existing Liens

     Liens and security interests granted in connection with the
Debt referenced below, pursuant to the principal instructions
below and other related security instruments and affecting the
collateral identified below.



Debt                  Principal Instrument  Collateral/Property
                                            Encumbered

Capitalized Leases    Miscellaneous leases  Miscellaneous real
                      regarding real and    and personal
                      personal property     property leased by
                      leased by Borrower    Borrower and its
                      and its               subsidiaries
                      subsidiaries, which
                      leases meet certain
                      accounting criteria
                      that requires that
                      they be capitalized
                      for account purposes
                      only

Accounts Receivable   Amended and Restated  Proprietary credit
Facility              Pooling and           card receivables
                      Servicing Agreement,  arising out of the
                      dated as of December  sale of merchandise
                      15, 1992 among Prime  and services by
                      Receivables           department store
                      Corporation, as       subsidiaries of
                      Transferor, FDS Bank  Federated that are
                      (formerly known as    transferred to Prime
                      FDS National Bank),   Credit Card Master
                      as Servicer, and The  Trust.
                      Chase Manhattan
                      Bank, successor to
                      Chemical Bank, as
                      Trustee of Prime
                      Credit Card Master
                      Trust.

Accounts Receivable   Pooling and           Visa credit card
Facility              Servicing Agreement,  receivables arising
                      dated as of January   out of the sale of
                      22, 1997 among Prime  merchandise and
                      II Receivables        services that are
                      Corporation, FDS      transferred to Prime
                      Bank (formerly known  II Credit Card
                      as FDS National       Master Trust
                      Bank), as Servicer,
                      and The Chase
                      Manhattan Bank, as
                      Trustee of Prime II
                      Credit Master Trust

Accounts Receivable   Amended and Restated  Proprietary credit
Facility              Pooling and           card receivables
                      Servicing Agreement   arising out of the
                      dated as of March     sale of merchandise
                      18, 1998 among        and services by
                      Fingerhut             Fingerhut and its
                      Receivables, Inc.,    subsidiaries that
                      Axsys National Bank   are transferred to
                      (formerly Fingerhut   Fingerhut Credit
                      National Bank), as    Card Master Trust
                      Servicer, and The
                      Bank of New York
                      (Delaware) as
                      Trustee of Fingerhut
                      Credit Card Master
                      Trust

$550,926,100.00 Loan                        151 Broad Street,
to Macy's East,                             Stamford,
Inc., Macy's West,                          Connecticut
Inc., Macy's Texas,
Inc., Rich's                                Christiana Mall,
Department Stores,                          Newark, Delaware
Inc. and Stern's
Department Stores,                          19501 Biscayne
Inc. (as owners of                          Boulevard, North
the properties                              Miami, Florida
encumbered) from
Federated                                   Georgia Square Mall,
Noteholding                                 3700 Atlanta
Corporation.  In a                          Highway, Athens,
restructuring event                         Georgia
in 1999 through
various transfers                           Augusta Mall,
and mergers the                             Wrightsboro Road and
properties once                             Bobby Jones
owned by Macy's                             Expressway, Augusta,
Primary Real Estate,                        Georgia
Inc. are now owned
by the operating                            1200 Cumberland
entities listed                             Mall, Atlanta,
above.                                      Georgia

                                            Gwinnett Place, 2100
                                            Pleasant Hill Road,
                                            Duluth, Georgia

                                            Macon Mall, 3661
                                            Eisenhower Parkway,
                                            Macon, Georgia

                                            Northlake Mall, 4800
                                            Briarcliff Road,
                                            N.E., Atlanta,
                                            Georgia

                                            180 Peachtree
                                            Street, Atlanta,
                                            Georgia



$550,926,100.00 Loan                        Perimeter Mall, 4400
to Macy's East,                             Ashford-Dunwoodie
Inc., Macy's West,                          Road, Atlanta,
Inc., Macy's Texas,                         Georgia
Inc., Rich's
Department Stores,                          Southlake Mall,
Inc. and Stern's                            Morrow Industrial
Department Stores,                          Boulevard and
Inc. (as owners of                          Jonesboro Road,
the properties                              Morrow, Georgia
encumbered) from
Federated                                   White Marsh Mall,
Noteholding                                 8200 Perry Hall
Corporation.  In a                          Boulevard,
restructuring event                         Parksville, Maryland
in 1999 through
various transfers                           Cherry Hill Center,
and mergers the                             514 Cherry Hill,
properties once                             Cherry Hill, New
owned by Macy's                             Jersey
Primary Real Estate,
Inc. are now owned                          Deptford Mall,
by the operating                            Almonesson-Westville
entities listed                             Road and Clements
above. (Continued)                          Bridge Road,
                                            Deptford, New Jersey
                                            (Second Mortgage)

                                            Brunswick Square,
                                            Route 18, East
                                            Brunswick Township,
                                            New Jersey

                                            Woodbridge Road and
                                            Parsonage Road,
                                            Menlo Park, New
                                            Jersey

                                            Monmouth Mall,
                                            Eatontown Traffic
                                            Circle, Eatontown,
                                            New Jersey

                                            Ocean County Mall,
                                            1201 Hooper Avenue,
                                            Toms River, New
                                            Jersey

                                            400 Quaker Bridge
                                            Mall, Lawrenceville,
                                            New Jersey

$550,926,100.00 Loan                        Rockaway Town
to Macy's East,                             Square, Rockaway
Inc., Macy's West,                          Township, New Jersey
Inc., Macy's Texas,
Inc., Rich's                                100 Route 46, Wayne,
Department Stores,                          New Jersey (Second
Inc. and Stern's                            Mortgage)
Department Stores,
Inc. (as owners of                          Herald Square, 151
the properties                              West 34th Street,
encumbered) from                            New York, New York
Federated
Noteholding                                 Colonie Shopping
Corporation.  In a                          Center, Wolf Road,
restructuring event                         Route 5, Colonie,
in 1999 through                             New York
various transfers
and mergers the                             400 Sunrise Mall,
properties once                             Massapequa, New York
owned by Macy's
Primary Real Estate,                        200 Nanuet Center,
Inc. are now owned                          Nanuet, New York
by the operating
entities listed                             Roosevelt Field
above. (Continued)                          Shopping Center,
                                            Garden Center, New
                                            York (Second
                                            Mortgage)

                                            100 Richmond Hill
                                            Road, Staten Island,
                                            New York

                                            The Court at King of
                                            Prussia, 680 West
                                            DeKalb Pike, King of
                                            Prussia,
                                            Pennsylvania

                                            US Route 22 and
                                            McArthur Road,
                                            Whitehall,
                                            Pennsylvania

$550,926,100.00 Loan                        Montgomeryville
to Macy's East,                             Mall, Route 309 and
Inc., Macy's West,                          Route 202, North
Inc., Macy's Texas,                         Wales, Pennsylvania
Inc., Rich's
Department Stores,                          2300 East Lincoln
Inc. and Stern's                            Highway, Langhorne,
Department Stores,                          Pennsylvania (Second
Inc. (as owners of                          Mortgage)
the properties
encumbered) from                            Baltimore Pike and
Federated                                   Sproul Road,
Noteholding                                 Springfield,
Corporation.  In a                          Pennsylvania
restructuring event
in 1999 through                             120 Stockton Street,
various transfers                           San Francisco,
and mergers the                             California
properties once                             (Mainstore - East)
owned by Macy's                             (Second Mortgage)
Primary Real Estate,
Inc. are now owned                          Sunvalley Shopping
by the operating                            Center, 1555 Willow
entities listed                             Pass Road, Concord,
above. (Continued)                          California

                                            The Village at Corte
                                            Madera, 1800 Redwood
                                            Highway, Corte
                                            Madera, California

                                            2210 Tully Road, San
                                            Jose, California
                                            (Second Mortgage)

                                            Solano Mall, 1544
                                            Travis Boulevard,
                                            Fairfield,
                                            California

$550,926,100.00 Loan                        Fresno Fashion
to Macy's East,                             Square Shopping
Inc., Macy's West,                          Center, 4888 North
Inc., Macy's Texas,                         Fresno Street,
Inc., Rich's                                Fresno, California
Department Stores,
Inc. and Stern's                            115 Hillsdale Mall,
Department Stores,                          San Mateo,
Inc. (as owners of                          California
the properties
encumbered) from                            500 Vintage Faire,
Federated                                   Modesto, California
Noteholding
Corporation.  In a                          100 Del Monte
restructuring event                         Shopping Center,
in 1999 through                             Monteray, California
various transfers
and mergers the                             200 Newpark Mall,
properties once                             Newark, California
owned by Macy's
Primary Real Estate,                        5140 Thornwood
Inc. are now owned                          Drive, San Jose,
by the operating                            California
entities listed
above. (Continued)                          408 L. Street,
                                            Sacramento,
                                            California

                                            800 Santa Rosa
                                            Plaza, Santa Rosa,
                                            California

                                            One Serramonte
                                            Center, Daly City,
                                            California

                                            3000 Stanford
                                            Shopping Center,
                                            Palo Alto,
                                            California

                                            5242 Pacific Avenue,
                                            Stockton, California
                                            (Second Mortgage)

                                            1300 Stoneridge
                                            Mall, Pleasanton,
                                            California

                                            Town Center, 200
                                            West Washington
                                            Avenue, Sunnyvale,
                                            California

$550,926,100.00 Loan                        2801 Stevens Creek
to Macy's East,                             Road, San Jose,
Inc., Macy's West,                          California
Inc., Macy's Texas,
Inc., Rich's                                Meadowood Mall
Department Stores,                          Circle, 5100
Inc. and Stern's                            Meadowood Circle,
Department Stores,                          Reno, Nevada
Inc. (as owners of
the properties                              Dallas Galleria,
encumbered) from                            13350 Dallas
Federated                                   Parkway, Dallas,
Noteholding                                 Texas
Corporation.  In a
restructuring event                         2201 John Glenn
in 1999 through                             Drive, Concord,
various transfers                           California
and mergers the
properties once                             2838 South El
owned by Macy's                             Camino, San Mateo,
Primary Real Estate,                        California
Inc. are now owned
by the operating
entities listed
above. (Continued)



                        SCHEDULE 5.02(d)

                          Existing Debt

          ($000)         Estimated as of June 29, 2001

Description of Debt                   Amount of Debt

Prime Receivables Backed Notes        997,589

Seven Hills Receivables Backed        375,000
Commercial Paper

Fingerhut Receivables Backed Notes    675,000

Capitalized Leases                    49,943

                                           Total Debt:  2,097,532


                                            EXHIBIT A-1 - FORM OF
                                                 REVOLVING CREDIT
                                                  PROMISSORY NOTE


U.S.$_______________                                       Dated:
_______________, ____

          FOR   VALUE   RECEIVED,   the  undersigned,   FEDERATED
DEPARTMENT STORES, INC., a Delaware corporation (the "Borrower"),
HEREBY  PROMISES TO PAY to the order of ___________________  (the
"Lender") for the account of its Applicable Lending Office on the
Revolver  Termination Date, or if the Borrower has  made  a  Term
Loan  Election pursuant to Section 2.06 of the Credit  Agreement,
on  the  Maturity  Date (each as defined in the Credit  Agreement
referred  to  below)  the  aggregate  principal  amount  of   the
Revolving Credit Advances (as defined below) owing to the  Lender
by the Borrower pursuant to the 364-Day Credit Agreement dated as
of June 29, 2001 among the Borrower, the Lender and certain other
lender  parties  party thereto, Citibank, N.A., as Administrative
Agent  and as Paying Agent for the Lender and such other lenders,
The  Chase Manhattan Bank, as Administrative Agent for the Lender
and  such  other  lenders, Fleet National  Bank,  as  Syndication
Agent, and Bank of America, N.A., The Bank of New York and Credit
Suisse   First  Boston,  as  Documentation  Agents  (as  amended,
supplemented or otherwise modified from time to time, the "Credit
Agreement";  the  terms  defined therein  being  used  herein  as
therein  defined), outstanding on the Revolver Termination  Date,
or  if  the  Borrower has made a Term Loan Election  pursuant  to
Section 2.06 of the Credit Agreement, on the Maturity Date.

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

          Both principal and interest are payable in lawful money
of  the  United  States of America to Citibank, N.A.,  as  Paying
Agent, at 399 Park Avenue, New York, NY 10043, in same day funds.
Each Revolving Credit Advance owing to the Lender by the Borrower
pursuant  to  the  Credit Agreement, and  all  payments  made  on
account  of  principal thereof, shall be recorded by  the  Lender
and,  prior to any transfer hereof, endorsed on the grid attached
hereto which is part of this Promissory Note.

          This  Promissory  Note is one of the  Revolving  Credit
Notes  referred  to in, and is entitled to the benefits  of,  the
Credit  Agreement.   The Credit Agreement,  among  other  things,
(i)  provides for the making of Revolving Credit Advances by  the
Lender  to the Borrower from time to time in an aggregate  amount
not  to  exceed  at any time outstanding the U.S.  dollar  amount
first above mentioned, the indebtedness of the Borrower resulting
from  each such Revolving Credit Advance being evidenced by  this
Promissory Note, and (ii) contains provisions for acceleration of
the  maturity hereof upon the happening of certain stated  events
and also for prepayments on account of principal hereof prior  to
the  maturity  hereof  upon  the  terms  and  conditions  therein
specified.

                                   FEDERATED DEPARTMENT
                                   STORES, INC.


                                   By
                                     Title:
               ADVANCES AND PAYMENTS OF PRINCIPAL


                         Amount of
 Date     Amount of   Principal Paid       Unpaid        Notation
           Advance      or Prepaid        Principal      Made By
                                           Balance

























                                            EXHIBIT A-2 - FORM OF
                                                  COMPETITIVE BID
                                                  PROMISSORY NOTE



U.S.$_______________                                       Dated:
_______________, 200_


          FOR   VALUE   RECEIVED,   the  undersigned,   FEDERATED
DEPARTMENT STORES, INC., a Delaware corporation (the "Borrower"),
HEREBY  PROMISES TO PAY to the order of _________________________
(the  "Lender") for the account of its Applicable Lending  Office
(as  defined  in the Credit Agreement dated as of June  29,  2001
among  the Borrower, the Lender and certain other lenders parties
thereto,  Citibank, N.A., as Administrative Agent and  as  Paying
Agent  for the Lender and such other lenders, The Chase Manhattan
Bank,  as  Administrative Agent for the  Lender  and  such  other
lenders , Fleet National Bank, as Syndication Agent, and Bank  of
America,  N.A.,  The  Bank of New York and  Credit  Suisse  First
Boston,  as  Documentation Agents, (as amended or  modified  from
time  to  time, the "Credit Agreement"; the terms defined therein
being used herein as therein defined)), on _______________, 200_,
the principal amount of U.S.$_______________].

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

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

          Both principal and interest are payable in lawful money
of  the  United  States of America to Citibank, N.A.,  as  Paying
Agent,  for the account of the Lender at the office at  399  Park
Avenue, New York, NY 10043 in same day funds.

          This  Promissory  Note is one of  the  Competitive  Bid
Notes  referred  to in, and is entitled to the benefits  of,  the
Credit  Agreement.   The Credit Agreement,  among  other  things,
contains provisions for acceleration of the maturity hereof  upon
the happening of certain stated events.

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

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

                                   FEDERATED  DEPARTMENT  STORES,
INC.


                                   By __________________________
                                         Title:
                                  EXHIBIT B-1 - FORM OF NOTICE OF
                                       REVOLVING CREDIT BORROWING

Citibank, N.A., as Paying Agent
  for the Lenders parties
  to the Credit Agreement
  referred to below
  Two Penns Way
  New Castle, Delaware 19720
                                   [Date]

          Attention:  Bank Loan Syndications Department

Ladies and Gentlemen:

          The  undersigned,  Federated Department  Stores,  Inc.,
refers to the 364-Day Credit Agreement dated as of June 29,  2001
(as   amended  or  modified  from  time  to  time,  the   "Credit
Agreement",  the  terms  defined therein  being  used  herein  as
therein  defined), among the undersigned, certain  Lenders  party
thereto,  Citibank, N.A., as Paying Agent and  as  Administrative
Agent   for   said   Lenders,  The  Chase  Manhattan   Bank,   as
Administrative  Agent for said Lenders, Fleet National  Bank,  as
Syndication  Agent, and Bank of America, N.A., The  Bank  of  New
York  and  Credit Suisse First Boston, as Documentation  Agents,,
and   hereby   gives   you  notice,  irrevocably,   pursuant   to
Section 2.02 of the Credit Agreement that the undersigned  hereby
requests a Revolving Credit Borrowing under the Credit Agreement,
and  in that connection sets forth below the information relating
to  such  Revolving  Credit  Borrowing (the  "Proposed  Revolving
Credit  Borrowing") as required by Section 2.02(a) of the  Credit
Agreement:

     (i)   The  Business  Day  of the Proposed  Revolving  Credit
Borrowing is _______________, ____.

     (ii)  The Type of Advances comprising the Proposed Revolving
Credit  Borrowing  is  [Base  Rate  Advances]  [Eurodollar   Rate
Advances].

     (iii)The  aggregate amount of the Proposed Revolving  Credit
Borrowing is $_______________.

     [(iv)The  initial Interest Period for each  Eurodollar  Rate
Advance  made as part of the Proposed Revolving Credit  Borrowing
is _____ month[s].]

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

     (A)    the  representations  and  warranties  contained   in
Section  4.01 of the Credit Agreement (except the representations
set  forth in the last sentence of subsection (e) thereof and  in
subsection  (f)(i) thereof) are correct, before and after  giving
effect  to  the Proposed Revolving Credit Borrowing  and  to  the
application of the proceeds therefrom, as though made on  and  as
of  such  date other than any such representations or  warranties
that,  by  their terms, refer to a specific date other  than  the
date  of such Proposed Revolving Credit Borrowing,  in which case
as of such specific date;

     (B)   no  event  has  occurred and is continuing,  or  would
result from such Proposed Revolving Credit Borrowing or from  the
application  of  the  proceeds  therefrom,  that  constitutes   a
Default; and

          (C)   the  aggregate  amount of the Proposed  Revolving
Credit Borrowing and all other Borrowings to be made on the  same
day under the Credit Agreement is within the aggregate amount  of
the  Unused Revolving Credit Commitments of the Lenders less  the
Commercial Paper Set-Aside Amount.

                                   Very truly yours,

                                   FEDERATED DEPARTMENT
                                   STORES, INC.


                                   By
                                        Title:

                                  EXHIBIT B-2 - FORM OF NOTICE OF
                                        COMPETITIVE BID BORROWING


Citibank, N.A., as Paying Agent
  for the Lenders parties
  to the Credit Agreement
  referred to below
  Two Penns Way
  New Castle, Delaware 19720
                                   [Date]

          Attention: Bank Loan Syndications Department


Ladies and Gentlemen:

          The  undersigned,  Federated Department  Stores,  Inc.,
refers  to  the Credit Agreement, dated as of June 29,  2001  (as
amended  or  modified from time to time, the "Credit  Agreement",
the  terms defined therein being used herein as therein defined),
among the undersigned, certain Lenders parties thereto, Citibank,
N.A.,  as  Paying  Agent  and as Administrative  Agent  for  said
Lenders,  The Chase Manhattan Bank, as Administrative  Agent  for
said Lenders, Fleet National Bank, as Syndication Agent, and Bank
of  America,  N.A., The Bank of New York and Credit Suisse  First
Boston,  as  Documentation Agents,, and hereby gives you  notice,
irrevocably,  pursuant to Section 2.03 of  the  Credit  Agreement
that  the undersigned hereby requests a Competitive Bid Borrowing
under the Credit Agreement, and in that connection sets forth the
terms  on  which  such Competitive Bid Borrowing  (the  "Proposed
Competitive Bid Borrowing") is requested to be made:

     (A)       Date      of     Competitive     Bid     Borrowing
________________________
     (B)      Amount     of     Competitive     Bid     Borrowing
________________________
     (C)        [Maturity      Date]      [Interest       Period]
________________________
     (D)  Interest Rate Basis           ________________________
     (E)  Interest Payment Date(s)      ________________________
     (F)  ___________________           ________________________

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

          (a)   the  representations and warranties contained  in
     Section   4.01   of   the  Credit  Agreement   (except   the
     representations set forth in the last sentence of subsection
     (e)  thereof and in subsection (f)(i) thereof) are  correct,
     before  and  after giving effect to the Proposed Competitive
     Bid  Borrowing  and  to  the  application  of  the  proceeds
     therefrom, as though made on and as of such date other  than
     any such representations or warranties that, by their terms,
     refer  to  a  specific  date other than  the  date  of  such
     Proposed Competitive Bid Borrowing, in which case as of such
     specific date;

          (b)   no event has occurred and is continuing, or would
     result  from the Proposed Competitive Bid Borrowing or  from
     the  application of the proceeds therefrom, that constitutes
     a Default; and

          (c)   the  aggregate amount of the Proposed Competitive
     Bid  Borrowing and all other Borrowings to be  made  on  the
     same  day under the Credit Agreement is within the aggregate
     amount of the unused Commitments of the Lenders.

          The  undersigned  hereby  confirms  that  the  Proposed
Competitive  Bid  Borrowing is to be  made  available  to  it  in
accordance with Section 2.03(a)(v) of the Credit Agreement.

                                   Very truly yours,

                                   FEDERATED  DEPARTMENT  STORES,
INC.



                                   By __________________________
                                         Title:

                                              EXHIBIT C - FORM OF
                                        ASSIGNMENT AND ACCEPTANCE


          Reference is made to the 364-Day Credit Agreement dated
as  of  June  29,  2001  (as amended, supplemented  or  otherwise
modified  from  time  to  time,  the  "Credit  Agreement")  among
Federated  Department Stores, Inc., a Delaware  corporation  (the
"Borrower"),  the  Lenders (as defined in the  Credit  Agreement)
party thereto, Citibank, N.A., as an administrative agent for the
Lenders (in such capacity, an "Administrative Agent") and  paying
agent (in such capacity, the "Paying Agent") for the Lenders, The
Chase  Manhattan  Bank,  as  an  administrative  agent  (in  such
capacity,   an "Administrative Agent"; the Administrative  Agents
and  the Paying Agent being, collectively, the "Agents") for  the
Lenders, Fleet National Bank, as Syndication Agent, and  Bank  of
America,  N.A.,  The  Bank of New York and  Credit  Suisse  First
Boston,  as  Documentation Agents.  Terms defined in  the  Credit
Agreement are used herein with the same meaning.

          The  "Assignor"  and  the  "Assignee"  referred  to  on
Schedule I hereto agree as follows:

          1.    The  Assignor  hereby sells and  assigns  without
recourse, except as to the representations and warranties made by
it herein, to the Assignee, and the Assignee hereby purchases and
assumes  from the Assignor, an interest in and to the  Assignor's
rights and obligations under the Credit Agreement as of the  date
hereof  (other  than in respect of Competitive Bid  Advances  and
Competitive Bid Notes) equal to the percentage interest specified
on  Schedule  1 hereto of all outstanding rights and  obligations
under  the Credit Agreement (other than in respect of Competitive
Bid Advances and Competitive Bid Notes).  After giving effect  to
such  sale  and  assignment, the Assignee's  Commitment  and  the
amount of the Advances owing to the Assignee will be as set forth
on Schedule 1 hereto.

          2.    The Assignor (i) represents and warrants that  it
is  the legal and beneficial owner of the interest being assigned
by  it hereunder and that such interest is free and clear of  any
adverse  claim;  (ii)  makes no representation  or  warranty  and
assumes   no  responsibility  with  respect  to  any  statements,
warranties or representations made in or in connection  with  the
Credit   Agreement   or   the  execution,   legality,   validity,
enforceability,  genuineness, sufficiency or  value  of,  or  the
perfection  or priority of any lien or security interest  created
or  purported to be created under or in connection with, any Loan
Document  or any other instrument or document furnished  pursuant
thereto; (iii) makes no representation or warranty and assumes no
responsibility  with respect to the financial  condition  of  the
Borrower or the performance or observance by the Borrower of  any
of   its  obligations  under  any  Loan  Document  or  any  other
instrument   or   document  furnished   pursuant   thereto;   and
(iv) attaches the Revolving Credit Note held by the Assignor  and
requests  that  the Administrative Agent exchange such  Revolving
Credit Note for a new Revolving Credit Note payable to the  order
of  the Assignee in an amount equal to the Commitment assumed  by
the  Assignee  pursuant  hereto or  new  Revolving  Credit  Notes
payable  to the order of the Assignee in an amount equal  to  the
Commitment  assumed  by  the Assignee  pursuant  hereto  and  the
Assignor  in  an amount equal to the Commitment retained  by  the
Assignor  under the Credit Agreement, respectively, as  specified
on Schedule 1 hereto.

          3.    The Assignee (i) confirms that it has received  a
copy  of  the  Credit  Agreement, together  with  copies  of  the
financial statements referred to in Section 4.01 thereof and such
other  documents and information as it has deemed appropriate  to
make  its  own  credit analysis and decision to enter  into  this
Assignment   and   Acceptance;  (ii)   agrees   that   it   will,
independently and without reliance upon any Agent,  the  Assignor
or  any  other Lender and based on such documents and information
as  it  shall deem appropriate at the time, continue to make  its
own  credit  decisions in taking or not taking action  under  the
Credit Agreement; (iii) confirms that it is an Eligible Assignee;
(iv)  appoints and authorizes each Agent to take such  action  as
agent  on  its behalf and to exercise such powers and  discretion
under  the Loan Documents as are delegated to such Agent  by  the
terms  thereof, together with such powers and discretion  as  are
reasonably incidental thereto; (v) agrees that it will perform in
accordance  with their terms all of the obligations that  by  the
terms of the Credit Agreement are required to be performed by  it
as  a Lender; and (vi) attaches any U.S. Internal Revenue Service
forms required under Section 2.14 of the Credit Agreement.

          4.    Following  the execution of this  Assignment  and
Acceptance,  it  will  be  delivered  to  the  Paying  Agent  for
acceptance and recording by the Paying Agent.  The effective date
for  this Assignment and Acceptance (the "Effective Date")  shall
be  the  date  of acceptance hereof by the Paying  Agent,  unless
otherwise specified on Schedule 1 hereto.

          5.    Upon such acceptance and recording by the  Paying
Agent,  as  of the Effective Date, (i) the Assignee  shall  be  a
party to the Credit Agreement and, to the extent provided in this
Assignment and Acceptance, have the rights and obligations  of  a
Lender  thereunder  and (ii) the Assignor shall,  to  the  extent
provided in this Assignment and Acceptance, relinquish its rights
and be released from its obligations under the Credit Agreement.

          6.    Upon such acceptance and recording by the  Paying
Agent, from and after the Effective Date, the Paying Agent  shall
make  all  payments under the Credit Agreement and the  Revolving
Credit   Notes  in  respect  of  the  interest  assigned   hereby
(including,  without  limitation,  all  payments  of   principal,
interest and facility fees with respect thereto) to the Assignee.
The  Assignor and Assignee shall make all appropriate adjustments
in  payments under the Credit Agreement and the Revolving  Credit
Notes  for  periods prior to the Effective Date directly  between
themselves.

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

          8.    This Assignment and Acceptance may be executed in
any  number  of counterparts and by different parties  hereto  in
separate  counterparts, each of which when so executed  shall  be
deemed  to  be an original and all of which taken together  shall
constitute  one and the same agreement.  Delivery of an  executed
counterpart  of Schedule 1 to this Assignment and  Acceptance  by
telecopier shall be effective as delivery of a manually  executed
counterpart of this Assignment and Acceptance.

          IN  WITNESS WHEREOF, the Assignor and the Assignee have
caused  Schedule  1  to  this Assignment  and  Acceptance  to  be
executed  by their officers thereunto duly authorized as  of  the
date specified thereon.

                           Schedule 1
                               to
                    Assignment and Acceptance


Percentage                   interest                   assigned:
_____%

Assignee's                                            Commitment:
$__________

Aggregate  outstanding  principal  amount  of  ________  Advances
assigned:           $__________

*[Principal amount of Revolving Credit Note payable to  Assignee:
$__________]

**[Principal amount of Revolving Credit Note payable to Assignor:
$__________]

Effective Date***:  _______________, ____

                                   [NAME    OF   ASSIGNOR],    as
Assignor

                                   By
                                     Title:

                                   Dated:  _______________, ____


                                   [NAME    OF   ASSIGNEE],    as
Assignee

                                   By
                                     Title:

                                   Dated:  _______________, ____

                                   Domestic Lending Office:
                                        [Address]

                                   Eurodollar Lending Office:
                                        [Address]

Accepted [and Approved]* this

__________ day of _______________, ____

CITIBANK, N.A., as Paying Agent

By

   Title:

[Approved this __________ day

of _______________, ____

FEDERATED DEPARTMENT STORES, INC.

By                       ]1

   Title:

_______________________________
*    If requested by the Assignee.

**   If requested by the Assignor

***  This date should be no earlier than five Business Days after
     the delivery of this Assignment and Acceptance to the Paying
     Agent.

*    Required if the Assignees is an Eligible Assignee solely by
     reason of clause (iii) of the definition of "Eligible
     Assignee".

                                              EXHIBIT D - FORM OF
                                            DESIGNATION AGREEMENT

                   Dated _______________, ____


     Reference is made to the 364-Day Credit Agreement  dated  as
of  June 29, 2001 (as amended, supplemented or otherwise modified
from  time  to  time,  the  "Credit Agreement")  among  Federated
Department Stores, Inc., a Delaware corporation (the "Borrower"),
the  Lender  Parties (as defined in the Credit  Agreement)  party
thereto,  Citibank,  N.A.,  as an administrative  agent  for  the
Lender Parties (in such capacity, an "Administrative Agent")  and
paying  agent  (in  such capacity, the "Paying  Agent")  for  the
Lender   Parties,   and   The  Chase  Manhattan   Bank,   as   an
administrative  agent  (in  such  capacity,   an  "Administrative
Agent";  the  Administrative Agents and the Paying  Agent  being,
collectively,  the  "Agents")  for  the  Lender  Parties,   Fleet
National  Bank, as Syndication Agent, and Bank of America,  N.A.,
The  Bank  of  New  York  and  Credit  Suisse  First  Boston,  as
Documentation Agents.  Terms defined in the Credit Agreement  are
used herein with the same meaning.

     _______________________      (the      "Designor")       and
______________________ (the "Designee") agree as follows:

     1.    The  Designor hereby designates the Designee, and  the
Designee hereby accepts such designation, to have a right to make
Competitive Bid Advances pursuant to Section 2.03 of  the  Credit
Agreement.

     2.    The  Designor makes no representation or warranty  and
assumes  no  responsibility with respect to (i)  any  statements,
warranties or representations made in or in connection  with  the
Loan    Documents   or   the   execution,   legality,   validity,
enforceability,  genuineness,  sufficiency  or  value,   or   the
perfection  or priority of any lien or security interest  created
or  purported to be created under or in connection with,  of  any
Loan  Document  or  any  other instrument or  document  furnished
pursuant thereto and (ii) the financial condition of the Borrower
or  the  performance or observance by the Borrower of any of  its
obligations  under any Loan Document or any other  instrument  or
document furnished pursuant thereto.

     3.    The Designee (i) confirms that it has received a  copy
of  the  Credit Agreement, together with copies of the  financial
statements  referred to in Section 4.01 thereof  and  such  other
documents  and information as it has deemed appropriate  to  make
its   own  credit  analysis  and  decision  to  enter  into  this
Designation  Agreement; (ii) agrees that it  will,  independently
and  without reliance upon any Agent, the Designor or  any  other
Lender  Party and based on such documents and information  as  it
shall  deem  appropriate at the time, continue to  make  its  own
credit  decisions in taking or not taking action under the Credit
Agreement;  (iii)  confirms  that  it  is  a  Designated  Bidder;
(iv)  appoints and authorizes each Agent to take such  action  as
agents  on  its behalf and to exercise such powers and discretion
under the Credit Agreement as are delegated to such Agent by  the
terms  thereof, together with such powers and discretion  as  are
reasonably  incidental  thereto; and  (v)  agrees  that  it  will
perform  in  accordance with their terms all of  the  obligations
which  by  the terms of the Credit Agreement are required  to  be
performed by it as a Lender Party.

     4.    Following the execution of this Designation  Agreement
by  the  Designor and its Designee, it will be delivered  to  the
Paying  Agent  for acceptance and recording by the Paying  Agent.
The effective date for this Designation Agreement (the "Effective
Date")  shall  be  the date of acceptance hereof  by  the  Paying
Agent, unless otherwise specified on the signature page hereto.

     5.   Upon such acceptance and recording by the Paying Agent,
as  of  the Effective Date, the Designee shall be a party to  the
Credit Agreement with a right to make Competitive Bid Advances as
a  Lender  Party pursuant to Section 2.03 of the Credit Agreement
and the rights and obligations of a Lender Party related thereto.

     6.    This  Designation Agreement shall be governed by,  and
construed in accordance with, the laws of the State of New York.

     7.    This  Designation Agreement may  be  executed  in  any
number  of  counterparts  and  by  different  parties  hereto  in
separate  counterparts, each of which when so executed  shall  be
deemed  to  be an original and all of which taken together  shall
constitute  one and the same agreement.  Delivery of an  executed
counterpart of a signature page to this Designation Agreement  by
telecopier shall be effective as delivery of a manually  executed
counterpart of this Designation Agreement.

     IN  WITNESS  WHEREOF,  the Designor and  the  Designee  have
caused  this  Designation  Agreement  to  be  executed  by  their
officers  thereunto duly authorized as of the  date  first  above
written.

Effective   Date:                                _______________,
____


                                   [NAME OF DESIGNOR],
                                     as Designor


                                   By
                                     Title:


                                   [NAME OF DESIGNEE],
                                     as Designee


                                   By
                                     Title:

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

Accepted this ____ day
of _______________, ____


CITIBANK, N.A., as Paying Agent


By
   Title:
                                              EXHIBIT E - FORM OF
                                               OPINION OF COUNSEL
                                                 FOR THE BORROWER

                                   [Effective Date]



                    June 29, 2001


     To the Lenders and the Agents
     Referred to Below
     c/o Citibank, N.A.
     [Address]


             Re:  Federated Department Stores, Inc.
Ladies and Gentlemen:
          We have acted as special counsel for Federated
Department Stores, Inc., a Delaware corporation (the "Borrower"),
in connection with each credit agreement dated as of June 29,
2001 (collectively, the "Credit Agreements" and each a "Credit
Agreement"), among the Borrower, the lenders (as defined in each
Credit Agreement as the Lenders or the Lender Parties,
respectively, and as referred to herein collectively, the
"Lenders"), Citibank, N.A., as administrative agent and paying
agent for the Lenders, The Chase Manhattan Bank, as
administrative agent for the Lenders, Fleet National Bank, as
syndication agent, and Bank of America, N.A., The Bank of New
York and Credit Suisse First Boston, as documentation agents
(collectively, the "Agents" and each, an "Agent").  This letter
is delivered to you pursuant to Section 3.01(g)(iv) of the Credit
Agreements.  Capitalized terms used in this letter and not
otherwise defined have the meanings assigned to such terms in the
Credit Agreements.  With your permission, all assumptions and
statements of reliance in this letter have been made without any
independent investigation or verification on our part except to
the extent otherwise expressly stated and we express no opinion
with respect to the subject matter or accuracy of the assumptions
or items upon which we have relied.

          In connection with the opinions expressed in this
letter, we have examined such documents, records and matters of
law as we have deemed necessary for the purposes of the opinions
expressed below.  We have examined, among other documents, the
following:

               an executed copy of each Credit Agreement;

               [an executed copy of each Revolving Credit
               Promissory Note made by the Borrower in favor of a
               Lender that requested such note prior to the
               Effective Date (collectively, the "Notes");] and

               the Officer's Certificate of the Borrower
               delivered to us in connection with this letter, a
               copy of which is attached as Annex A (the
               "Officer's Certificate").

          In all such examinations, we have assumed the legal
capacity of all natural persons executing documents, the
genuineness of all signatures, the authenticity of original and
certified documents and the conformity to original or certified
copies of all copies submitted to us as conformed or reproduction
copies.  As to various questions of fact relevant to the opinions
expressed in this letter, we have relied upon, and assume the
accuracy of, representations and warranties contained in the
Credit Agreements and certificates of or from representatives of
the Borrower and public officials.  With respect to the legal
conclusions as to valid existence and good standing expressed in
paragraph 1 below, we have relied solely upon certificates of
public officials.  With respect to the opinions expressed in
paragraphs 3(iii)(a) and 4 below, our opinions are limited (i) to
our actual knowledge, if any, of the Borrower's specially
regulated business activities and properties based solely upon an
officer's certificate in respect of such matters and without any
independent investigation or verification on our part and (ii) to
our review of only those laws and regulations that, in our
experience, are normally applicable to transactions of the type
contemplated by the Credit Agreements.

          To the extent it may be relevant to the opinions
expressed in this letter, we have assumed that the parties to the
Credit Agreements other than the Borrower have the power to enter
into and perform the Credit Agreements and to consummate the
transactions contemplated by the Credit Agreements and that the
Credit Agreements have been duly authorized, executed and
delivered by, and constitute enforceable obligations of, such
parties.

          Based upon the foregoing, and subject to the
limitations, qualifications and assumptions set forth in this
letter, we are of the opinion that:

The Borrower is a corporation validly existing and in good
standing under the laws of the State of Delaware.

The Borrower has the corporate power and authority to enter into
and to perform its obligations under the Credit Agreements and
the Notes.

The execution and delivery by the Borrower of the Credit
Agreements and the Notes and the performance by the Borrower of
its obligations under the Credit Agreements and the Notes:  (i)
have been authorized by all necessary corporate action by the
Borrower; (ii) do not contravene any provision of the certificate
of incorporation or by-laws of the Borrower; and (iii) do not
violate (a) any present law, or present regulation or rule of any
governmental agency or authority, of the State of New York or the
United States of America known by us to be applicable to the
Borrower or its property; (b) do not violate any agreement
binding upon the Borrower or its property or any court decree or
order binding upon the Borrower or its property (this opinion
being limited (1) to those agreements, decrees or orders that
have been identified to us in the Officer's Certificate and (2)
in that we express no opinion with respect to any violation not
readily ascertainable from the face of any such agreement, decree
or order or arising under or based upon any cross-default
provision insofar as it relates to a default under an agreement
not so identified to us or arising under or based upon any
covenant of a financial or numerical nature or requiring
computation); and (c) will not result in or require the creation
or imposition of any security interest or lien upon any of its
properties under the provisions of any agreement binding upon the
Borrower or its properties other than the security interests
created by the Credit Agreements and any rights of set-off or
other liens in favor of the Lender Parties arising under the
Credit Agreements or applicable law (this opinion being limited
to those agreements that have been identified to us in the
Officer's Certificate).

The execution and delivery by the Borrower of the Credit
Agreements and the Notes and the performance by the Borrower of
its obligations under the Credit Agreements and the Notes do not
require under present law any filing or registration by the
Borrower with, or approval or consent to the Borrower of, any
governmental agency or authority of the State of New York or of
the United States of America or any other Person party to any of
the agreements listed in the Officer's Certificate that has not
been made or obtained except (i) filings under securities
laws and (ii) filings, registrations, consents or approvals in
each case not required to be made or obtained by the date of this
letter.

The Credit Agreements and the Notes have been duly executed and
delivered on behalf of the Borrower.  The Credit Agreements and
the Notes constitute valid, binding and enforceable obligations
of the Borrower.

The borrowings by the Borrower under the Credit Agreements and
the application of the proceeds of such borrowings as provided in
the Credit Agreements will not violate Regulation T, U or X of
the Board of Governors of the Federal Reserve System (the Margin
Regulations").

The Borrower is not required to register as "investment company"
(under and as defined in the Investment Company Act of 1940, as
amended (the "1940 Act")) and is not a company controlled by a
company required to register as such under the 1940 Act, and is
not a "holding company," or a "subsidiary company" of a "holding
company," or an "affiliate" of a "holding company," or of a
"subsidiary company" of a "holding company," within the meaning
of the Public Utility Holding Company Act of 1935, as amended.

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

          Our  opinions  in the second sentence  of  paragraph  5
above   as  to  enforceability  are  subject  to  (i)  applicable
bankruptcy,  insolvency,  reorganization,  fraudulent   transfer,
voidable  preference,  moratorium or  similar  laws  and  related
judicial   doctrines  from  time  to  time  in  effect  affecting
creditors'  rights  and  remedies  generally  and  (ii)   general
principles of equity (including, without limitation, standards of
materiality,   good  faith,  fair  dealing  and   reasonableness,
equitable  defenses and limits on the availability  of  equitable
remedies), whether such principles are considered in a proceeding
at law or in equity.

          We  express no opinion as to the enforceability of  any
provision in the Credit Agreements:

relating to indemnification, contribution or exculpation in
connection with violations of any securities laws or statutory
duties or public policy or in connection with willful, reckless
or unlawful acts or gross negligence of the indemnified or
exculpated party or the party receiving contribution;

relating to exculpation of any party in connection with its own
negligence that a court would determine in the circumstances
under applicable law to be unfair or insufficiently explicit;

providing that any person or entity other than a Lender Party may
exercise set-off rights other than in accordance with and under
applicable law;

relating to forum selection to the extent the forum is a federal
court;

relating to forum selection to the extent that (a) any relevant
action or proceeding does not arise out of or relate to the
Credit Agreements, (b) the Credit Agreements are not in
consideration of, and do not at all relevant times relate to and
constitute an obligation arising out of a transaction covering in
the aggregate, not less than $1,000,000 or (c) the enforceability
of any such provision is to be determined by any court other than
a court of the State of New York;

relating to choice of governing law to the extent that (a) the
Credit Agreements are not at all relevant times in consideration
of, and do not at all relevant times relate to and constitute an
obligation arising out of a transaction covering in the
aggregate, not less than $250,000 or (b) the enforceability of
any such provision is to be determined by any court other than a
court of the State of New York;

waiving any rights to trial by jury; and

specifying that provisions of the Credit Agreements may be waived
only in writing, to the extent that an oral agreement or an
implied agreement by trade practice or course of conduct has been
created that modifies any provision of the Credit Agreements; and

giving any person or entity the power to accelerate obligations
or to foreclose upon collateral without any notice to the
obligor.

          Our  opinions  in the second sentence  of  paragraph  5
above as to enforceability are subject to the effect of generally
applicable   rules  of  law  that  govern  and  afford   judicial
discretion regarding the determination of damages and entitlement
to attorneys' fees and other costs.

          We express no opinion as to the application of, and our
opinions  above  are  subject to the  effect,  if  any,  of,  any
applicable fraudulent conveyance, fraudulent transfer, fraudulent
obligation or preferential transfer law and any law governing the
liquidation or dissolution of, or the distribution of assets  of,
any  person  or  entity (including, without limitation,  any  law
relating  to  the payment of dividends or other distributions  on
capital stock or the repurchase of capital stock).

          For  purposes of the opinions set forth in paragraph  6
above, we have assumed that (i) neither the Agents nor any of the
Lender  Parties has or will have the benefit of any agreement  or
arrangement  (excluding  the Credit  Agreements  and  the  Notes)
pursuant  to  which  any  extensions of credit  are  directly  or
indirectly  secured by Margin Stock, (ii) neither the Agents  nor
any  nor  any  of the Lender Parties nor any of their  respective
affiliates  has extended or will extend any other credit  to  the
Borrower  directly  or indirectly secured by  Margin  Stock,  and
(iii)  neither the Agents nor the Lenders Parties has  relied  or
will  rely  upon any Margin Stock as collateral in  extending  or
maintaining  any  extensions or credit  pursuant  to  the  Credit
Agreements  and  (iv)  the  aggregate  principal  amount  of  all
"purpose credit" extended does not exceed the "maximum loan value
of  the  collateral securing the credit" (each phrase as  defined
under the Margin Regulations), as to which we express no opinion.

          The opinions expressed in this letter are limited to
(i) the federal laws of the United States of America and the laws
of the State of New York and (ii) to the extent relevant to the
opinions expressed in paragraphs 1, 2 and 3(i) above, the General
Corporation Law of the State of Delaware, each as currently in
effect.

          We express no opinion as to the compliance or
noncompliance, or the effect of the compliance or noncompliance,
of the addressees of this letter with any state or federal laws
or regulations applicable to it by reason of its status as or
affiliation with a federally insured depository institution,
except as expressly set forth in paragraph 6 above.

          The opinions expressed in this letter are solely for
the benefit of the addressees of this letter in connection with
the transaction referred to in this letter and may not be relied
on by such addressees for any other purpose, in any manner or for
any purpose by any other person or entity; provided that the
Lenders are authorized to provide this opinion to each
participant and Eligible Assignee and such participants and
assignees may rely on this opinion as of the date hereof as if it
were addressed to them.

                                Very truly yours,




                                JONES, DAY, REAVIS & POGUE




                     [Federated Letterhead]


                          June 29, 2001


To:  The Lenders and the Agents
     Referred to Below
     c/o Citibank, N.A.
     [Address]


              Re: Federated Department Stores, Inc.

Ladies and Gentlemen:

          As General Counsel of Federated Department Stores,
Inc., a Delaware corporation (the "Borrower"), I have acted as
counsel for the Borrower in connection with each credit agreement
dated as of June 29, 2001 (collectively, the "Credit Agreements"
and each a "Credit Agreement"), among the Borrower, the lenders
(as defined in each Credit Agreement as the Lenders or the Lender
Parties, respectively, and as referred to herein collectively,
the "Lenders"), Citibank, N.A., as administrative agent and
paying agent for the Lenders, The Chase Manhattan Bank, as
administrative agent for the Lenders, Fleet National Bank, as
syndication agent, and Bank of America N.A., The Bank of New York
and Credit Suisse First Boston, as documentation agents.  This
letter is delivered to you pursuant to Section 3.01(g)(v) of the
Credit Agreements.  Capitalized terms used in this letter and not
otherwise defined have the meanings assigned to such terms in the
Credit Agreements.

          I have examined such documents and records as I have
deemed necessary for purposes of this opinion.  Based on the
foregoing, and subject to the assumptions, qualifications, and
limitations set forth in this letter, I am of the opinion that,
to the best of my knowledge, there is no action, suit,
investigation, litigation or proceeding affecting the Borrower or
any of its Subsidiaries, including any Environmental Action,
pending or threatened before any court, governmental agency or
arbitrator that (i) would be reasonably likely to have a Material
Adverse Effect or (ii) purports to affect the legality, validity
or enforceability of the Credit Agreements or any other Loan
Document or the consummation of the transactions contemplated by
the Loan Documents.

          This opinion is furnished by me, as General Counsel of
the Borrower, to the addressees hereof solely for the benefit of
such entities and solely with respect to the above transactions,
upon the understanding that I am not assuming hereby any
professional responsibility to any other person whatsoever.

                                   Very truly yours,



                                   Dennis J. Broderick


</TEXT>
</DOCUMENT>
