HONEYWELL INTERNATIONAL INC
EXHIBIT 10.11
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>6
<FILENAME>ex10-11.txt
<DESCRIPTION>EXHIBIT 10.11
<TEXT>


<Page>

                                                                  EXECUTION COPY
                               U.S. $1,300,000,000

                           FIVE YEAR CREDIT AGREEMENT

                          Dated as of November 26, 2003

                                      Among

                          HONEYWELL INTERNATIONAL INC.,

                                  as Borrower,

                                       and

                        THE INITIAL LENDERS NAMED HEREIN,

                               as Initial Lenders,

                                       and

                                 CITIBANK, N.A.,

                             as Administrative Agent

                                       and

                               JPMORGAN CHASE BANK

                              as Syndication Agent

                                       and

                              BANK OF AMERICA, N.A.
                                BARCLAYS BANK PLC
                        DEUTSCHE BANK AG NEW YORK BRANCH
                                       and
                               UBS SECURITIES LLC

                             as Documentation Agents

                                       and

                          CITIGROUP GLOBAL MARKETS INC.
                                       and
                           J.P.MORGAN SECURITIES INC.

                  as Joint Lead Arrangers and Co-Book Managers





<Page>



                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            Page

<S>                                                                           <C>
ARTICLE I

   SECTION 1.01. Certain Defined Terms........................................ 1

   SECTION 1.02. Computation of Time Periods..................................18

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

ARTICLE II

   SECTION 2.01. The Revolving Credit Advances and Letters of Credit..........18

   SECTION 2.02. Making the Revolving Credit Advances.........................19

   SECTION 2.03. The Competitive Bid Advances.................................21

   SECTION 2.04. Issuance of and Drawings and Reimbursement Under
      Letters of Credit.......................................................26

   SECTION 2.05. Fees.........................................................28

   SECTION 2.06. Termination or Reduction of the Commitments..................29

   SECTION 2.07. Repayment of Advances........................................31

   SECTION 2.08. Interest on Revolving Credit Advances........................32

   SECTION 2.09. Interest Rate Determination..................................33

   SECTION 2.10. Prepayments of Revolving Credit Advances.....................34

   SECTION 2.11. Increased Costs..............................................35

   SECTION 2.12. Illegality...................................................36

   SECTION 2.13. Payments and Computations....................................37

   SECTION 2.14. Taxes........................................................38

   SECTION 2.15. Sharing of Payments, Etc.....................................41

   SECTION 2.16. Use of Proceeds..............................................41

   SECTION 2.17. Evidence of Debt.............................................41
</TABLE>


                                        i





<Page>



<TABLE>
<S>                                                                           <C>
ARTICLE III

   SECTION 3.01. Conditions Precedent to Effectiveness of Sections
      2.01 and 2.03...........................................................42

   SECTION 3.02. Conditions Precedent to Initial Borrowing....................43

   SECTION 3.03. Initial Loan to Each Designated Subsidiary...................43

   SECTION 3.04. Conditions Precedent to Each Revolving Credit
      Borrowing and Issuance..................................................44

   SECTION 3.05. Conditions Precedent to Each Competitive Bid Borrowing.......45

   SECTION 3.06. Determinations Under Section 3.01............................46

ARTICLE IV

   SECTION 4.01. Representations and Warranties of the Company................46

ARTICLE V

   SECTION 5.01. Affirmative Covenants........................................48

   SECTION 5.02. Negative Covenants...........................................52

ARTICLE VI

   SECTION 6.01. Events of Default............................................53

   SECTION 6.02. Actions in Respect of the Letters of Credit upon Default.....57

ARTICLE VII

   SECTION 7.01. Unconditional Guarantee......................................58

   SECTION 7.02. Guarantee Absolute...........................................59

   SECTION 7.03. Waivers......................................................59

   SECTION 7.04. Remedies.....................................................59

   SECTION 7.05. No Stay......................................................60

   SECTION 7.06. Survival.....................................................60

ARTICLE VIII

   SECTION 8.01. Authorization and Action.....................................60
</TABLE>


                                       ii





<Page>



<TABLE>
<S>                                                                           <C>
   SECTION 8.02. Agent's Reliance, Etc........................................61

   SECTION 8.03. Citibank and Affiliates......................................61

   SECTION 8.04. Lender Credit Decision.......................................61

   SECTION 8.05. Indemnification..............................................61

   SECTION 8.06. Successor Agent..............................................62

   SECTION 8.07. Sub-Agent....................................................63

ARTICLE IX

   SECTION 9.01. Amendments, Etc..............................................63

   SECTION 9.02. Notices, Etc.................................................63

   SECTION 9.03. No Waiver; Remedies..........................................65

   SECTION 9.04. Costs and Expenses...........................................65

   SECTION 9.05. Binding Effect...............................................66

   SECTION 9.06. Assignments and Participations...............................66

   SECTION 9.07. Designated Subsidiaries......................................69

   SECTION 9.08. Confidentiality..............................................69

   SECTION 9.09. Mitigation of Yield Protection...............................70

   SECTION 9.10. Governing Law................................................70

   SECTION 9.11. Execution in Counterparts....................................70

   SECTION 9.12. Jurisdiction, Etc............................................71

   SECTION 9.13. Substitution of Currency.....................................71

   SECTION 9.14. Final Agreement..............................................71

   SECTION 9.15. Judgment.....................................................72

   SECTION 9.16. No Liability of the Issuing Banks............................72

   SECTION 9.17. Waiver of Jury Trial.........................................74
</TABLE>


                                       iii





<Page>



SCHEDULES

Schedule I - List of Applicable Lending Offices

Schedule 2.03 - Existing Letters of Credit

Schedule 3.01(b) - Disclosed Litigation

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 Letter

Exhibit E     -   Form of Acceptance by Process Agent

Exhibit F     -   Form of Opinion of Gail E. Lehman, Assistant General Counsel
                  of the Company

Exhibit G     -   Form of Opinion of Counsel to a Designated Subsidiary

Exhibit H     -   Form of Opinion of Shearman & Sterling LLP, Counsel to the
                  Agent


                                       iv






<Page>



                           FIVE YEAR CREDIT AGREEMENT

                          Dated as of November 26, 2003

          HONEYWELL INTERNATIONAL INC., a Delaware corporation (the "Company"),
the banks, financial institutions and other institutional lenders (the "Initial
Lenders") and initial issuing banks (the "Initial Issuing Banks") listed on the
signature pages hereof, and CITIBANK, N.A. ("Citibank"), as administrative agent
(the "Agent") for the Lenders (as hereinafter defined), JPMORGAN CHASE BANK, as
syndication agent, BANK OF AMERICA, N.A., BARCLAYS BANK PLC, DEUTSCHE BANK AG
NEW YORK BRANCH and UBS SECURITIES LLC, as documentation agents, and CITIGROUP
GLOBAL MARKETS INC. and J.P.MORGAN SECURITIES INC., as joint lead arrangers and
co-book managers, hereby 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):

          "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 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's Account" means (a) in the case of Advances denominated in
     Dollars, the account of the Agent maintained by the Agent at Citibank at
     its office at 388 Greenwich Street, New York, New York 10013, Account No.
     36852248, Attention: Bank Loan Syndications, (b) in the case of Advances
     denominated in any Foreign Currency, the account of the Sub-Agent
     designated in writing from time to time by the Agent to the Company and the
     Lenders for such purpose and (c) in any such case, such other account of
     the Agent as is designated in writing from time to time by the Agent to the
     Company and the Lenders for such purpose.

          "Alternate Currency" means any lawful currency other than Dollars and
     the Major Currencies that is freely transferrable and convertible into
     Dollars.





<Page>



          "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 Eurocurrency Lending Office in the case of a Eurocurrency
     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 Letter of Credit Rate" means, as of any date, a percentage
     per annum determined by reference to the Public Debt Rating in effect on
     such date as set forth below:

<TABLE>
<CAPTION>
     -------------------------------------------------------
         Public Debt Rating      Applicable Letter of Credit
            S&P/Moody's                      Rate
     -------------------------------------------------------
<S>                                        <C>
     Level 1
     A+ or A1 or above                     0.230%
     -------------------------------------------------------
     Level 2
     Lower than Level 1 but at
     least A or A2                         0.270%
     -------------------------------------------------------
     Level 3
     Lower than Level 2 but at
     least A- or A3                        0.360%
     -------------------------------------------------------
     Level 4
     Lower than Level 3 but at
     least BBB+ or Baa1                    0.505%
     -------------------------------------------------------
     Level 5
     Lower than Level 4                    0.725%
     -------------------------------------------------------
</TABLE>

          "Applicable Margin" means (a) for Base Rate Advances, 0% per annum and
     (b) for Eurocurrency Rate Advances, as of any date, a percentage per annum
     determined by reference to the Public Debt Rating in effect on such date as
     set forth below:

<TABLE>
<CAPTION>
     ------------------------------------------------------
         Public Debt Rating        Applicable Margin for
            S&P/Moody's          Eurocurrency Rate Advances
     ------------------------------------------------------
<S>                                        <C>
     Level 1
     A+ or A1 or above                     0.180%
     ------------------------------------------------------
     Level 2
     Lower than Level 1 but at
     least A or A2                         0.220%
     ------------------------------------------------------
     Level 3
     Lower than Level 2 but at
     least A- or A3                        0.260%
     ------------------------------------------------------
     Level 4
     Lower than Level 3 but at
     least BBB+ or Baa1                    0.380%
     ------------------------------------------------------
</TABLE>


                                       2





<Page>



<TABLE>
     ------------------------------------------------------
<S>                                        <C>
     Level 5
     Lower than Level 4                    0.600%
     ------------------------------------------------------
</TABLE>

          "Applicable Percentage" means, as of any date, a percentage per annum
     determined by reference to the Public Debt Rating in effect on such date as
     set forth below:

<TABLE>
<CAPTION>
     --------------------------------------
         Public Debt Rating      Applicable
            S&P/Moody's          Percentage
     --------------------------------------
<S>                                 <C>
     Level 1
     A+ or A1 or above              0.070%
     --------------------------------------
     Level 2
     Lower than Level 1 but at
     least A or A2                  0.080%
     --------------------------------------
     Level 3
     Lower than Level 2 but at
     least A- or A3                 0.090%
     --------------------------------------
     Level 4
     Lower than Level 3 but at
     least BBB+ or Baa1             0.120%
     --------------------------------------
     Level 5
     Lower than Level 4             0.150%
     --------------------------------------
</TABLE>

          "Applicable Utilization Fee" means, as of any date that the sum of the
     aggregate principal amount of the Advances plus the aggregate Available
     Amount of the Letters of Credit exceeds 50% of the aggregate Revolving
     Credit Commitments, a percentage per annum determined by reference to the
     Public Debt Rating in effect on such date as set forth below:

<TABLE>
<CAPTION>
     -------------------------------------------
         Public Debt Rating        Applicable
             S&P/Moody's         Utilization Fee
     -------------------------------------------
<S>                                   <C>
     Level 1
     A+ or A1 or above                0.050%
     -------------------------------------------
     Level 2
     Lower than Level 1 but at
     least A or A2                    0.050%
     -------------------------------------------
     Level 3
     Lower than Level 2 but at
     least A- or A3                   0.100%
     -------------------------------------------
     Level 4
     Lower than Level 3 but at
     least BBB+ or Baa1               0.125%
     -------------------------------------------
     Level 5
     Lower than Level 4               0.125%
     -------------------------------------------
</TABLE>


                                       3





<Page>



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

          "Available Amount" of any Letter of Credit means, at any time, the
     maximum amount available to be drawn under such Letter of Credit at such
     time (assuming compliance at such time with all conditions to drawing),
     converting all non-Dollar amounts into the Dollar Equivalent thereof at
     such time.

          "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 1/32 of 1% or, if there is
          no nearest 1/32 of 1%, to the next higher 1/32 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 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 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 a Revolving Credit Advance denominated in
     Dollars that bears interest as provided in Section 2.08(a)(i).

          "Borrower" means the Company or any Designated Subsidiary, as the
     context requires.


                                       4





<Page>



          "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 Eurocurrency Rate Advance or LIBO Rate Advance,
     on which dealings are carried on in the London interbank market and banks
     are open for business in London and in the country of issue of the currency
     of such Eurocurrency Rate Advance or LIBO Rate Advance (or, in the case of
     an Advance denominated in Euros, on which the Trans-European Automated
     Real-Time Gross Settlement Express Transfer (TARGET) System is open) and,
     if the applicable Business Day relates to any Local Rate Advance, on which
     banks are open for business in the country of issue of the currency of such
     Local Rate Advance.

          "Change of Control" means that (i) any Person or group of Persons
     (within the meaning of Section 13 or 14 of the Securities Exchange Act of
     1934, as amended (the "Act")) (other than the Company, any Subsidiary of
     the Company or any savings, pension or other benefit plan for the benefit
     of employees of the Company or its Subsidiaries) which theretofore
     beneficially owned less than 30% of the Voting Stock of the Company then
     outstanding shall have acquired beneficial ownership (within the meaning of
     Rule 13d-3 promulgated by the Securities and Exchange Commission under the
     Act) of 30% or more in voting power of the outstanding Voting Stock of the
     Company or (ii) during any period of twelve consecutive calendar months
     commencing at the Effective Date, individuals who at the beginning of such
     twelve-month period were directors of the Company shall cease to constitute
     a majority of the Board of Directors of the Company.

          "Commitment" means a Revolving Credit Commitment or a Letter of Credit
     Commitment.

          "Competitive Bid Advance" means an advance by a Lender to any 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, a LIBO Rate Advance or a Local Rate Advance (each of which shall
     be a "Type" of Competitive Bid 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 any Borrower payable
     to the order of any Lender, in substantially the form of Exhibit A-2
     hereto, evidencing the indebtedness of such Borrower to such Lender
     resulting from a Competitive Bid Advance made by such Lender to such
     Borrower.

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

          "Consolidated Subsidiary" means, at any time, any Subsidiary the
     accounts of which are required at that time to be included on a
     Consolidated basis in the Consolidated


                                       5





<Page>



     financial statements of the Company, assuming that such financial
     statements are prepared 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 2.09 or 2.12.

          "Debt" means, with respect to any Person: (i) indebtedness of such
     Person, which is not limited as to recourse to such Person, for borrowed
     money (whether by loan or the issuance and sale of debt securities) or for
     the deferred (for 90 days or more) purchase or acquisition price of
     property or services; (ii) indebtedness or obligations of others which such
     Person has assumed or guaranteed; (iii) indebtedness or obligations of
     others secured by a lien, charge or encumbrance on property of such Person
     whether or not such Person shall have assumed such indebtedness or
     obligations; (iv) obligations of such Person in respect of letters of
     credit (other than performance letters of credit, except to the extent
     backing an obligation of any Person which would be Debt of such Person),
     acceptance facilities, or drafts or similar instruments issued or accepted
     by banks and other financial institutions for the account of such Person;
     and (v) obligations of such Person under leases which are required to be
     capitalized on a balance sheet of such Person in accordance with GAAP.

          "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.

          "Designated Subsidiary" means any corporate Subsidiary of the Company
     designated for borrowing privileges under this Agreement pursuant to
     Section 9.07.

          "Designation Letter" means, with respect to any Designated Subsidiary,
     a letter in the form of Exhibit D hereto signed by such Designated
     Subsidiary and the Company.

          "Disclosed Litigation" has the meaning specified in Section 3.01(b).

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

          "Domestic Lending Office" means, with respect to any Initial Lender,
     the office of such Lender specified as its "Domestic Lending Office"
     opposite its name on Schedule I hereto and, with respect to any other
     Lender, the office of such Lender specified as its "Domestic Lending
     Office" 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 Company and the Agent.

          "Domestic Subsidiary" means any Subsidiary whose operations are
     conducted primarily in the United States excluding any Subsidiary whose
     assets consist primarily of the stock of Subsidiaries whose operations are
     conducted outside the United States of America.

          "Effective Date" has the meaning specified in Section 3.01.


                                       6





<Page>



          "Eligible Assignee" means (a) with respect to the Revolving Credit
     Facility (i) a Lender; (ii) an Affiliate of a Lender; (iii) a commercial
     bank organized under the laws of the United States, or any State thereof,
     and having total assets in excess of $10,000,000,000; (iv) a savings and
     loan association or savings bank organized under the laws of the United
     States, or any State thereof, and having a net worth of at least
     $500,000,000, calculated in accordance with GAAP; (v) a commercial bank
     organized under the laws of any other country that is a member of the
     Organization for Economic Cooperation and Development or has concluded
     special lending arrangements with the International Monetary Fund
     associated with its General Arrangements to Borrow, or a political
     subdivision of any such country, and having total assets in excess of
     $10,000,000,000, so long as such bank is acting through a branch or agency
     located in the country in which it is organized or another country that is
     described in this clause (v); and (vi) the central bank of any country that
     is a member of the Organization for Economic Cooperation and Development
     and (b) with respect to the Letter of Credit Facility, a Person that is an
     Eligible Assignee under subclause (iii) or (v) of clause (a) of this
     definition and is approved by the Agent and, unless a Default has occurred
     and is continuing at the time any assignment is effected pursuant to
     Section 8.07, the Borrower, such approval not to be unreasonably withheld
     or delayed, provided, however, that neither the Borrower nor any Affiliate
     of the Borrower shall qualify as an Eligible Assignee under this
     definition.

          "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.

          "Environmental Permit" means any permit, approval, identification
     number, license or other authorization required under any Environmental
     Law.

          "Equivalent" in Dollars of any Foreign Currency on any date means the
     equivalent in Dollars of such Foreign Currency determined by using the
     quoted spot rate at which the Sub-Agent's principal office in London offers
     to exchange Dollars for such Foreign Currency in London prior to 4:00 P.M.
     (London time) (unless otherwise indicated by the terms of this Agreement)
     on such date as is required pursuant to the terms of this Agreement, and
     the "Equivalent" in any Foreign Currency of Dollars means


                                       7





<Page>



     the equivalent in such Foreign Currency of Dollars determined by using the
     quoted spot rate at which the Sub-Agent's principal office in London offers
     to exchange such Foreign Currency for Dollars in London prior to 4:00 P.M.
     (London time) (unless otherwise indicated by the terms of this Agreement)
     on such date as is required pursuant to the terms of this Agreement.

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

          "ERISA Event" with respect to any Person means (a) (i) the occurrence
     of a reportable event, within the meaning of Section 4043 of ERISA, with
     respect to any Plan of such Person or any of its ERISA Affiliates unless
     the 30-day notice requirement with respect to such event has been waived by
     the PBGC, or (ii) 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 a Plan of such Person or any of its ERISA Affiliates within the
     following 30 days, and the contributing sponsor, as defined in Section
     4001(a)(13) of ERISA, of such Plan is required under Section 4043(b)(3) of
     ERISA (taking into account Section 4043(b)(2) of ERISA) to notify the PBGC
     that the event is about to occur; (b) the application for a minimum funding
     waiver with respect to a Plan of such Person or any of its ERISA
     Affiliates; (c) the provision by the administrator of any Plan of such
     Person or any of its ERISA Affiliates of a notice of intent to terminate
     such Plan in a distress termination 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
     such Person or any of its ERISA Affiliates in the circumstances described
     in Section 4062(e) of ERISA; (e) the withdrawal by such Person or any of
     its ERISA Affiliates 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 of such Person or any
     of its ERISA Affiliates; (g) the adoption of an amendment to a Plan of such
     Person or any of its ERISA Affiliates 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 of such Person or any of its
     ERISA Affiliates 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, such Plan.

          "Escrow" means an escrow established with an independent escrow agent
     pursuant to an escrow agreement reasonably satisfactory in form and
     substance to the Person or Persons asserting the obligation of one or more
     Borrowers to make a payment to it or them hereunder.


                                       8





<Page>



          "EURIBO Rate" means, for any Interest Period for each Eurocurrency
     Rate Advance comprising part of the same Borrowing, the rate per annum
     appearing on Page 248 of the Moneyline Telerate Service (or on any
     successor or substitute page of such Service, or any successor to or
     substitute for such Service, providing rate quotations comparable to those
     currently provided on such page of such Service, as determined by the Agent
     from time to time for purposes of providing quotations of interest rates
     applicable to deposits in Euro by reference to the Banking Federation of
     the European Union Settlement Rates for deposits in Euro) at approximately
     10:00 a.m., London time, two Business Days prior to the commencement of
     such Interest Period, as the rate for deposits in Euros with a maturity
     comparable to such Interest Period or, if for any reason such rate is not
     available, the average (rounded upward to the nearest whole multiple of
     1/16 of 1% per annum, if such average is not such a multiple) of the
     respective rates per annum at which deposits in Euros are offered by the
     principal office of each of the Reference Banks in London, England to prime
     banks in the London interbank market at 11:00 A.M. (London time) two
     Business Days before the first day of such Interest Period in an amount
     substantially equal to such Reference Bank's Eurocurrency Rate Advance
     comprising part of such Borrowing to be outstanding during such Interest
     Period and for a period equal to such Interest Period (subject, however, to
     the provisions of Section 2.08).

          "Euro" means the lawful currency of the European Union as constituted
     by the Treaty of Rome which established the European Community, as such
     treaty may be amended from time to time and as referred to in the EMU
     legislation.

          "Eurocurrency Lending Office" means, with respect to any Initial
     Lender, the office of such Lender specified as its "Eurocurrency Lending
     Office" opposite its name on Schedule I hereto and, with respect to any
     other Lender, the office of such Lender specified as its "Eurocurrency
     Lending Office" 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 Company and the Agent.

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

          "Eurocurrency Rate" means, for any Interest Period for each
     Eurocurrency Rate Advance comprising part of the same Revolving Credit
     Borrowing, an interest rate per annum equal to the rate per annum obtained
     by dividing (a) (i) in the case of any Advance denominated in Dollars or
     any Major Currency other than Euros, the rate per annum (rounded upwards,
     if necessary, to the nearest 1/100 of 1%) appearing on the applicable
     Telerate Page as the London interbank offered rate for deposits in Dollars
     or in the relevant Major Currency at approximately 11:00 A.M. (London time)
     two Business Days prior to the first day of such Interest Period for a term
     comparable to such Interest Period or, if for any reason such rate is not
     available, the average (rounded upward to the nearest whole multiple of
     1/32 of 1% per annum, if such average is not such a multiple) of the rate
     per annum at which deposits in Dollars or in the relevant Major Currency
     are offered by the principal office of each of the Reference Banks in
     London, England to


                                       9





<Page>



     prime banks in the London interbank market at 11:00 A.M. (London time) two
     Business Days before the first day of such Interest Period in an amount
     substantially equal to such Reference Bank's Eurocurrency Rate Advance
     comprising part of such Revolving Credit Borrowing to be outstanding during
     such Interest Period and for a period equal to such Interest Period or,
     (ii) in the case of any Advance denominated in Euros, the EURIBO Rate by
     (b) a percentage equal to 100% minus the Eurocurrency Rate Reserve
     Percentage for such Interest Period. If the Telerate Page is unavailable,
     the Eurocurrency Rate for any Interest Period for each Eurocurrency Rate
     Advance comprising part of the same Revolving Credit Borrowing shall be
     determined by the Agent on the basis of applicable rates furnished to and
     received by the Agent from the Reference Banks two Business Days before the
     first day of such Interest Period, subject, however, to the provisions of
     Section 2.09.

          "Eurocurrency Rate Advance" means a Revolving Credit Advance
     denominated in Dollars or in a Major Currency that bears interest as
     provided in Section 2.08(a)(ii).

          "Eurocurrency Rate Reserve Percentage" for any Interest Period for all
     Eurocurrency 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 Eurocurrency 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.

          "Facility" means the Revolving Credit Facility or the Letter of Credit
     Facility.

          "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
     Agent from three Federal funds brokers of recognized standing selected by
     it.

          "Fixed Rate Advance" has the meaning specified in Section 2.03(a)(i),
     which Advance shall be denominated in Dollars or in any Foreign Currency.

          "Foreign Currency" means any Major Currency or any Alternate Currency.

          "GAAP" has the meaning specified in Section 1.03.


                                       10





<Page>



          "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.

          "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.

          "Interest Period" means, for each Eurocurrency 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 Eurocurrency Rate Advance or LIBO Rate
     Advance or the date of the Conversion of any Base Rate Advance into such
     Eurocurrency Rate Advance and ending on the last day of the period selected
     by the Borrower requesting such Borrowing pursuant to the provisions below
     and, thereafter, with respect to Eurocurrency 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 such
     Borrower pursuant to the provisions below. The duration of each such
     Interest Period shall be one, two, three or six months and, if available to
     all Lenders, nine months, as the Borrower requesting the Borrowing may,
     upon notice received by the 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) such Borrower may not select any Interest Period that ends
          after the scheduled Termination Date;

               (ii) Interest Periods commencing on the same date for
          Eurocurrency 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.


                                       11





<Page>



          "Issuing Bank" means an Initial Issuing Bank or any Eligible Assignee
     to which a portion of the Letter of Credit Commitment hereunder has been
     assigned pursuant to Section 9.06 so long as such Eligible Assignee
     expressly agrees to 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 an Issuing Bank and notifies the Agent of its Applicable
     Lending Office (which information shall be recorded by the Agent in the
     Register), for so long as the Initial Issuing Bank or Eligible Assignee, as
     the case may be, shall have a Letter of Credit Commitment.

          "L/C Cash Deposit Account" means an interest bearing cash deposit
     account to be established and maintained by the Agent, over which the Agent
     shall have sole dominion and control, upon terms as may be satisfactory to
     the Agent.

          "L/C Related Documents" has the meaning specified in Section
     2.07(b)(i).

          "Lenders" means, collectively, (i) Initial Lenders, (ii) the Issuing
     Banks and (iii) each Eligible Assignee that shall become a party hereto
     pursuant to Section 9.06(a), (b) and (c).

          "Letter of Credit" has the meaning specified in Section 2.01(b).

          "Letter of Credit Application" has the meaning specified in Section
     2.04(a).

          "Letter of Credit Commitment" means, with respect to each Issuing
     Bank, the obligation of such Issuing Bank to issue Letters of Credit to any
     Borrower in (a) the amount set forth opposite the Issuing Bank's name on
     the signature pages hereto under the caption "Letter of Credit Commitment"
     or (b) if such Issuing Bank has entered into one or more Assignment and
     Acceptances, the amount set forth for such Issuing Bank in the Register
     maintained by the Agent pursuant to Section 9.06(d) as such Issuing Bank's
     "Letter of Credit Commitment", in each case as such amount may be reduced
     prior to such time pursuant to Section 2.06.

          "Letter of Credit Facility" means, at any time, an amount equal to the
     least of (a) the aggregate amount of the Issuing Banks' Letter of Credit
     Commitments at such time, (b) $300,000,000 and (c) the aggregate amount of
     the Revolving Credit Commitments, as such amount may be reduced at or prior
     to such time pursuant to Section 2.06.

          "LIBO Rate" means, for any Interest Period for all LIBO Rate Advances
     comprising part of the same Competitive Bid Borrowing, an interest rate per
     annum equal to the rate per annum obtained by dividing (a) (i) in the case
     of any Advance denominated in Dollars or any Foreign Currency other than
     Euro, the rate per annum (rounded upwards, if necessary, to the nearest
     1/100 of 1%) appearing on the applicable Telerate Page as the London
     interbank offered rate for deposits in Dollars or in the relevant Foreign
     Currency at approximately 11:00 A.M. (London time) two Business Days prior
     to the first day of such Interest Period or, if for any reason such rate is
     not available, the average (rounded upward to the nearest whole multiple of
     1/32 of 1% per annum, if such average is not such a multiple) of the rate
     per annum at which deposits in Dollars or in the relevant Foreign Currency
     are offered by the principal office of each of


                                       12





<Page>



     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 the
     amount that would be the Reference Banks' respective ratable shares of such
     Borrowing if such Borrowing were to be a Revolving Credit Borrowing to be
     outstanding during such Interest Period and for a period equal to such
     Interest Period or, (ii) in the case of any Advance denominated in Euros,
     the EURIBO Rate by (b) a percentage equal to 100% minus the Eurocurrency
     Rate Reserve Percentage for such Interest Period. If the Telerate Page is
     unavailable, the LIBO Rate for any Interest Period for each LIBO Rate
     Advance comprising part of the same Competitive Bid Borrowing shall be
     determined by the Agent on the basis of applicable rates furnished to and
     received by the Agent from the Reference Banks two Business Days before the
     first day of such Interest Period, subject, however, to the provisions of
     Section 2.09.

          "LIBO Rate Advance" means a Competitive Bid Advance denominated in
     Dollars or in any Foreign Currency and bearing interest based on the LIBO
     Rate.

          "Lien" means any lien, mortgage, pledge, security interest or other
     charge or encumbrance of any kind.

          "Local Rate Advance" means a Competitive Bid Advance denominated in
     any Foreign Currency sourced from the jurisdiction of issuance of such
     Foreign Currency and bearing interest at a fixed rate.

          "Major Currencies" means lawful currency of the United Kingdom of
     Great Britain and Northern Ireland, lawful currency of Japan and Euros.

          "Majority Lenders" means at any time Lenders holding at least 51% of
     the then aggregate principal amount (based on the Equivalent in Dollars at
     such time) of the Revolving Credit Advances owing to Lenders, or, if no
     such principal amount is then outstanding, Lenders having at least 51% of
     the Revolving Credit Commitments.

          "Material Adverse Change" means any material adverse change in the
     financial condition or results of operations of the Company and its
     Consolidated Subsidiaries taken as a whole.

          "Material Adverse Effect" means a material adverse effect on (a) the
     financial condition or results of operations of the Company and its
     Consolidated Subsidiaries taken as a whole, (b) the rights and remedies of
     the Agent or any Lender under this Agreement or any Note or (c) the ability
     of the Borrowers to perform their obligations under this Agreement or any
     Note.

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

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


                                       13





<Page>



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

          "Net Tangible Assets of the Company and its Consolidated
     Subsidiaries", as at any particular date of determination, means the total
     amount of assets (less applicable reserves and other properly deductible
     items) after deducting therefrom (a) all current liabilities (excluding any
     thereof which are by their terms extendible or renewable at the option of
     the obligor thereon to a time more than 12 months after the time as of
     which the amount thereof is being computed) and (b) all goodwill, trade
     names, trademarks, patents, unamortized debt discount and expense and other
     like intangible assets, as set forth in the most recent balance sheet of
     the Company and its Consolidated Subsidiaries and computed in accordance
     with GAAP.

          "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 Issuance" has the meaning specified in Section 2.04(a).

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

          "Obligations" has the meaning specified in Section 7.01(b).

          "Payment Office" means, for any Foreign Currency, such office of
     Citibank as shall be from time to time selected by the Agent and notified
     by the Agent to the Borrowers and the Lenders.

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

          "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.

          "Process Agent" has the meaning specified in Section 9.12(a).

          "Public Debt Rating" means, as of any date, the highest rating that
     has been most recently announced by either S&P or Moody's, as the case may
     be, for any class of non-credit enhanced long-term senior unsecured debt
     issued by the Company. For purposes of the foregoing, (a) if only one of
     S&P and Moody's shall have in effect a Public Debt


                                       14





<Page>



     Rating, the Applicable Letter of Credit Rate, the Applicable Margin, the
     Applicable Utilization Fee and the Applicable Percentage shall be
     determined by reference to the available rating; (b) if neither S&P nor
     Moody's shall have in effect a Public Debt Rating, the Applicable Margin,
     the Applicable Utilization Fee and the Applicable Percentage will be set in
     accordance with Level 5 under the definition of "Applicable Letter of
     Credit Rate", "Applicable Margin", "Applicable Utilization Fee" or
     "Applicable Percentage", as the case may be; (c) if the ratings established
     by S&P and Moody's shall fall within different levels, the Applicable
     Letter of Credit Rate, the Applicable Margin, the Applicable Utilization
     Fee and the Applicable Percentage shall be based upon the higher rating,
     provided that if the lower of such ratings is more than one level below the
     higher of such ratings, the Applicable Letter of Credit Rate, the
     Applicable Margin, the Applicable Utilization Fee and the Applicable
     Percentage shall be determined by reference to the level that is one level
     above such lower rating; (d) if any rating established by S&P or Moody's
     shall be changed, such change shall be effective as of the date on which
     such change is first announced publicly by the rating agency making such
     change; and (e) 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.

          "Ratable Share" of any amount means, with respect to any Lender at any
     time, the product of (a) 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 aggregate Revolving Credit Commitments at such time and (b)
     such amount.

          "Rating Condition" has the meaning specified in Section 2.06(c)(ii).

          "Rating Condition Notice" has the meaning specified in Section
     2.06(c)(ii).

          "Reference Banks" means Citibank, Bank of America, N.A., JPMorgan
     Chase Bank and Deutsche Bank AG New York Branch.

          "Register" has the meaning specified in Section 9.06(d).

          "Restricted Property" means (a) any property of the Company located
     within the United States of America that, in the opinion of the Company's
     Board of Directors, is a principal manufacturing property or (b) any shares
     of capital stock or Debt of any Subsidiary owning any such property.

          "Revolving Credit Advance" means an advance by a Lender to any
     Borrower as part of a Revolving Credit Borrowing and refers to a Base Rate
     Advance or a Eurocurrency 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.


                                       15





<Page>



          "Revolving Credit Commitment" means as to any Lender (i) the Dollar
     amount set forth opposite its name on the signature pages hereof under the
     caption "Revolving Credit Commitment" or (ii) if such Lender has entered
     into any Assignment and Acceptance, the Dollar amount set forth for such
     Lender in the Register maintained by the Administrative Agent pursuant to
     Section 9.06(d) as such Lender's Revolving Credit Commitment, in each case
     as the same may be terminated or reduced, as the case may be, pursuant to
     Section 2.06.

          "Revolving Credit Facility" means, at any time, the aggregate amount
     of the Revolving Credit Commitments, as such amount may be reduced at or
     prior to such time pursuant to Section 2.06.

          "Revolving Credit Note" means a promissory note of any Borrower
     payable to the order of any Lender, delivered pursuant to a request made
     under Section 2.17 in substantially the form of Exhibit A-1 hereto,
     evidencing the aggregate indebtedness of such Borrower to such Lender
     resulting from the Revolving Credit Advances made by such Lender to such
     Borrower.

          "Sale and Leaseback Transaction" means any arrangement with any Person
     (other than the Company or a Subsidiary of the Company), or to which any
     such Person is a party, providing for the leasing to the Company or to a
     Subsidiary of the Company owning Restricted Property for a period of more
     than three years of any Restricted Property that has been or is to be sold
     or transferred by the Company or such Subsidiary to such Person, or to any
     other Person (other than the Company or a Subsidiary of the Company) to
     which funds have been or are to be advanced by such Person on the security
     of the leased property. It is understood that arrangements pursuant to
     Section 168(f)(8) of the Internal Revenue Code of 1954, as amended, or any
     successor provision having similar effect, are not included within this
     definition of "Sale and Leaseback Transaction".

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

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

          "Sub-Agent" means Citibank International plc.

          "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


                                       16





<Page>



     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.

          "Telerate Page" means, as applicable, page 3740 or 3750 (or any
     successor pages, respectively) of Moneyline Telerate Service.

          "Termination Date" means the earlier of (a) November 26, 2008 and (b)
     the date of termination in whole of the Commitments pursuant to Section
     2.06(a) or Section 6.01 or, if all Lenders elect to terminate their
     Commitments as provided therein, Section 2.06(d).

          "Threatened" means, with respect to any action, suit, investigation,
     litigation or proceeding, a written communication to the Company or a
     Designated Subsidiary, as the case may be, expressing an intention to
     immediately bring such action, suit, investigation, litigation or
     proceeding.

          "Unissued Letter of Credit Commitment" means, with respect to any
     Issuing Bank, the obligation of such Issuing Bank to issue Letters of
     Credit to any Borrower in an amount (converting all non-Dollar amounts into
     the then Dollar Equivalent thereof) equal to the excess of (a) the amount
     of its Letter of Credit Commitment over (b) the aggregate Available Amount
     of all Letters of Credit issued by such Issuing Bank.

          "Unused Commitment" means, with respect to each Lender at any time,
     (a) the amount of such Lender's Revolving Credit Commitment at such time
     minus (b) the sum of (i) the aggregate principal amount of all Revolving
     Credit Advances (based in respect of any Advances denominated in a Major
     Currency on the Equivalent in Dollars at such time) made by such Lender (in
     its capacity as a Lender) and outstanding at such time, plus (ii) such
     Lender's Ratable Share of (A) the aggregate principal amount of the
     Competitive Bid Advances (based in respect of any Advances denominated in a
     Foreign Currency on the Equivalent in Dollars at such time) and (B) the
     aggregate Available Amount of all the Letters of Credit outstanding at such
     time (based in respect of any Letters of Credit denominated in a Major
     Currency on the Equivalent in Dollars 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 I 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


                                       17





<Page>



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, and all financial computations and
determinations pursuant hereto shall be made, in accordance with generally
accepted accounting principles consistent with those applied in the preparation
of the financial statements referred to in Section 4.01(e) ("GAAP"); provided,
however, that, if any changes in accounting principles from those used in the
preparation of such financial statements have been required by the rules,
regulations, pronouncements or opinions of the Financial Accounting Standards
Board or the American Institute of Certified Public Accountants (or successors
thereto or agencies with similar functions) and have been adopted by the Company
with the agreement of its independent certified public accountants, the Lenders
agree to consider a request by the Company to amend this Agreement to take
account of such changes.

                                   ARTICLE II

             AMOUNTS AND TERMS OF THE ADVANCES AND LETTERS OF CREDIT

          SECTION 2.01. The Revolving Credit Advances and Letters of Credit. (a)
Revolving Credit Advances. Each Lender severally agrees, on the terms and
conditions hereinafter set forth, to make Revolving Credit Advances to any
Borrower from time to time on any Business Day during the period from the
Effective Date until the Termination Date in an aggregate amount (based in
respect of any Revolving Credit Advance denominated in a Major Currency on the
Equivalent in Dollars determined on the date of delivery of the applicable
Notice of Revolving Credit Borrowing), not to exceed such Lender's Unused
Commitment. Each Revolving Credit Borrowing shall be in an aggregate amount not
less than $10,000,000 (or the Equivalent thereof in any Major Currency
determined on the date of delivery of the applicable Notice of Revolving Credit
Borrowing) or an integral multiple of $1,000,000 (or the Equivalent thereof in
any Major Currency determined on the date of delivery of the applicable Notice
of Revolving Credit Borrowing) 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; provided, however,
that if there is no unused portion of the Commitment of one or more Lenders at
the time of any requested Revolving Credit Borrowing such Borrowing shall
consist of Revolving Credit Advances of the same Type made on the same day by
the Lender or Lenders who do then have an Unused Commitment ratably according to
the aggregate Unused Commitments. Notwithstanding anything herein to the
contrary, no Revolving Credit Borrowing may be made in a Major Currency if,
after giving effect to the making of such Revolving Credit Borrowing, the
Equivalent in Dollars of the aggregate amount of outstanding Revolving Credit
Advances denominated in Major Currencies, together with the Equivalent in
Dollars of the aggregate amount of outstanding Competitive Bid Advances
denominated in Foreign Currencies, would exceed $500,000,000. Within the limits
of each Lender's Revolving Credit Commitment, any Borrower may borrow under this
Section 2.01(a), prepay pursuant to Section 2.10 and reborrow under this Section
2.01(a).


                                       18





<Page>



          (b) Letters of Credit. Each Issuing Bank agrees, on the terms and
conditions hereinafter set forth, to issue performance and financial letters of
credit (each, a "Letter of Credit") in any Major Currency for the account of any
Borrower from time to time on any Business Day during the period from the
Effective Date until 30 days before the Termination Date (i) in an aggregate
Available Amount for all Letters of Credit issued by all Issuing Banks not to
exceed at any time the Letter of Credit Facility at such time, (ii) in an amount
for each Issuing Bank not to exceed the amount of such Issuing Banks' Letter of
Credit Commitment at such time and (iii) in an amount for each such Letter of
Credit not to exceed an amount equal to the Unused Commitments of the Lenders at
such time, in each case, converting all non-Dollar amounts into the Dollar
Equivalent thereof; provided that any Borrower may request that Letters of
Credit be issued for the account of any of its Subsidiaries (without designating
such Subsidiary as a Designated Subsidiary) so long as such Borrower remains
obligated for the reimbursement of any drawings under such Letters of Credit
under the terms of this Agreement. No Letter of Credit shall have an expiration
date (including all rights of the applicable Borrower or the beneficiary to
require renewal) of later than the Termination Date. Within the limits referred
to above, any Borrower may request the issuance of Letters of Credit under this
Section 2.01(b), repay any Revolving Credit Advances resulting from drawings
thereunder pursuant to Section 2.04(c) and request the issuance of additional
Letters of Credit under this Section 2.01(b). Each letter of credit listed on
Schedule 2.01(b) shall be deemed to constitute a Letter of Credit issued
hereunder, and each Lender that is an issuer of such a Letter of Credit shall,
for purposes of Section 2.04, be deemed to be an Issuing Bank for each such
letter of credit, provided that any renewal or replacement of any such letter of
credit shall be issued by an Issuing Bank pursuant to the terms of this
Agreement. The terms "issue", "issued", "issuance" and all similar terms, when
applied to a Letter of Credit, shall include any renewal, extension or amendment
thereof.

          SECTION 2.02. Making the Revolving Credit Advances. (a) Each Revolving
Credit Borrowing shall be made on notice, given not later than (x) 10:00 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 Eurocurrency Rate Advances denominated in any Major Currency, (y)
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 Eurocurrency Rate Advances denominated in Dollars or (z)
9:00 A.M. (New York City time) on the day of the proposed Revolving Credit
Borrowing in the case of a Revolving Credit Borrowing consisting of Base Rate
Advances, by any Borrower to the Agent (and the Agent shall, in the case of a
Revolving Credit Borrowing consisting of Eurocurrency Rate Advances, immediately
relay such notice to the Sub-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-1 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 Eurocurrency Rate
Advances, initial Interest Period and currency for each such Revolving Credit
Advance. Each Lender shall, before 11:00 A.M. (New York City time) on the date
of such Revolving Credit Borrowing, in the case of a Revolving Credit Borrowing
consisting of Advances denominated in Dollars, and


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before 11:00 A.M. (London time) on the date of such Revolving Credit Borrowing,
in the case of a Revolving Credit Borrowing consisting of Eurocurrency Rate
Advances denominated in any Major Currency, make available for the account of
its Applicable Lending Office to the Agent at the applicable Agent's account, in
same day funds, such Lender's ratable portion (as determined in accordance with
Section 2.01) of such Revolving Credit Borrowing. After the Agent's receipt of
such funds and upon fulfillment of the applicable conditions set forth in
Article III, the Agent will make such funds available to the Borrower requesting
the Revolving Credit Borrowing at the Agent's aforesaid address or at the
applicable Payment Office, as the case may be.

          (b) Anything in subsection (a) above to the contrary notwithstanding,
a Borrower may not select Eurocurrency Rate Advances for any proposed Revolving
Credit Borrowing if the obligation of the Lenders to make Eurocurrency Rate
Advances shall then be suspended pursuant to Section 2.09 or 2.12.

          (c) Each Notice of Revolving Credit Borrowing of any Borrower shall be
irrevocable and binding on such Borrower. In the case of any Revolving Credit
Borrowing that the related Notice of Revolving Credit Borrowing specifies is to
be comprised of Eurocurrency Rate Advances, the Borrower requesting such
Revolving Credit Borrowing shall indemnify each Lender against any loss, cost or
expense incurred by such Lender as a result of any failure by such Borrower 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 (including 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
Revolving Credit Advance to be made by such Lender as part of such Revolving
Credit Borrowing when such Revolving Credit Advance, as a result of such
failure, is not made on such date.

          (d) Unless the 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 Agent such Lender's ratable portion of such Revolving Credit
Borrowing, the Agent may assume that such Lender has made such portion available
to the Agent on the date of such Revolving Credit Borrowing in accordance with
subsection (a) of this Section 2.02 and the Agent may, in reliance upon such
assumption, make available to the Borrower proposing such Revolving Credit
Borrowing 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 Agent, such
Lender and such Borrower severally agree to repay to the Agent forthwith on
demand such corresponding amount together with interest thereon, for each day
from the date such amount is made available to such Borrower until the date such
amount is repaid to the Agent, at (i) in the case of such Borrower, the higher
of (A) the interest rate applicable at the time to Revolving Credit Advances
comprising such Revolving Credit Borrowing and (B) the cost of funds incurred by
the Agent in respect of such amount and (ii) in the case of such Lender, (A) the
Federal Funds Rate in the case of Advances denominated in Dollars or (B) the
cost of funds incurred by the Agent in respect of such amount in the case of
Advances denominated in any Major Currency. If such Lender shall repay to the
Agent such corresponding amount, such amount so repaid shall constitute such
Lender's Revolving Credit Advance as part of such Revolving Credit Borrowing for
purposes of this Agreement.


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          (e) The failure of any Lender to make the Revolving Credit 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 Revolving Credit
Advance on the date of such Revolving Credit Borrowing, but no Lender shall be
responsible for the failure of any other Lender to make the Revolving Credit
Advance to be made by such other Lender on the date of any Revolving Credit
Borrowing.

          SECTION 2.03. The Competitive Bid Advances. (a) Each Lender severally
agrees that any Borrower may request 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 seven days prior to the Termination Date in
the manner set forth below; provided that, following the making of each
Competitive Bid Borrowing, the aggregate amount (based in respect of any Advance
denominated in a Foreign Currency on the Equivalent in Dollars on such Business
Day) of the Advances then outstanding shall not exceed the aggregate amount of
the Unused Commitments. Notwithstanding anything herein to the contrary, no
Competitive Bid Borrowing may be made in a Foreign Currency if, after giving
effect to the making of such Revolving Credit Borrowing, the Equivalent in
Dollars of the aggregate amount of outstanding Competitive Bid Advances
denominated in Foreign Currencies, together with the Equivalent in Dollars of
the aggregate amount of outstanding Revolving Credit Advances denominated in
Major Currencies, would exceed $500,000,000.

          (i) Any Borrower may request a Competitive Bid Borrowing under this
     Section 2.03 by delivering to the Agent (and the Agent shall, in the case
     of a Competitive Bid Borrowing not consisting of Fixed Rate Advances or
     LIBO Rate Advances to be denominated in Dollars, immediately notify the
     Sub-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 (A) date of such
     proposed Competitive Bid Borrowing, (B) aggregate amount of such proposed
     Competitive Bid Borrowing, (C) interest rate basis and day count convention
     to be offered by the Lenders, (D) currency of such proposed Competitive Bid
     Borrowing, (E) in the case of a Competitive Bid Borrowing consisting of
     LIBO Rate Advances, Interest Period of each Competitive Bid Advance to be
     made as part of such Competitive Bid Borrowing, or in the case of a
     Competitive Bid Borrowing consisting of Fixed Rate Advances or Local Rate
     Advances, maturity date for repayment of each Fixed Rate Advance or Local
     Rate Advance to be made as part of such Competitive Bid Borrowing (which
     maturity date may not be earlier than the date occurring five days after
     the date of such Competitive Bid Borrowing or later than the Termination
     Date), (F) interest payment date or dates relating thereto, (G) location of
     such Borrower's account to which funds are to be advanced, and (H) other
     terms (if any) to be applicable to such Competitive Bid Borrowing, not
     later than (w) 10:00 A.M. (New York City time) at least one Business Day
     prior to the date of the proposed Competitive Bid Borrowing, if such
     Borrower shall specify in its Notice of Competitive Bid Borrowing that the
     rates of interest to be offered by the Lenders shall be fixed rates per
     annum (each Advance comprising any such Competitive Bid Borrowing being
     referred to herein as a "Fixed Rate Advance") and that the Advances
     comprising such proposed Competitive Bid Borrowing shall be denominated in
     Dollars, (x) 10:00 A.M. (New York City time) at


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     least four Business Days prior to the date of the proposed Competitive Bid
     Borrowing, if such Borrower shall instead specify in its Notice of
     Competitive Bid Borrowing that the Advances comprising such Competitive Bid
     Borrowing shall be LIBO Rate Advances denominated in Dollars, (y) 3:00 P.M.
     (New York City time) at least three Business Days prior to the date of the
     proposed Competitive Bid Borrowing, if such Borrower shall specify in the
     Notice of Competitive Bid Borrowing that the Advances comprising such
     proposed Competitive Bid Borrowing shall be either Fixed Rate Advances
     denominated in any Foreign Currency or Local Rate Advances denominated in
     any Foreign Currency and (z) 3:00 P.M. (New York City time) at least five
     Business Days prior to the date of the proposed Competitive Bid Borrowing,
     if such Borrower shall instead specify in its Notice of Competitive Bid
     Borrowing that the Advances comprising such Competitive Bid Borrowing shall
     be LIBO Rate Advances denominated in any Foreign Currency. Each Notice of
     Competitive Bid Borrowing shall be irrevocable and binding on such
     Borrower. Any Notice of Competitive Bid Borrowing by a Designated
     Subsidiary shall be given to the Agent in accordance with the preceding
     sentence through the Company on behalf of such Designated Subsidiary. The
     Agent shall in turn promptly notify each Lender of each request for a
     Competitive Bid Borrowing received by it from such 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 proposing the Competitive Bid Borrowing 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 Agent (which shall give
     prompt notice thereof to such Borrower and to the Sub-Agent, if
     applicable), (A) before 9:30 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 denominated in Dollars, (B)
     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 denominated in Dollars, (C)
     before 10:00 A.M. (New York City time) on the second Business Day prior to
     the date of such proposed Competitive Bid Borrowing, in the case of a
     Competitive Bid Borrowing consisting of either Fixed Rate Advances
     denominated in any Foreign Currency or Local Rate Advances denominated in
     any Foreign Currency and (D) before 10:00 A.M. (New York City time) four
     Business Days before the date of such proposed Competitive Bid Borrowing,
     in the case of a Competitive Bid Borrowing consisting of LIBO Rate Advances
     denominated in any Foreign Currency, 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,
     or the Equivalent thereof in Dollars, as the case may be, may, subject to
     the proviso to the first sentence of this Section 2.03(a), exceed such
     Lender's 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 Agent in its capacity as a Lender shall,
     in its sole discretion, elect to make any such offer, it shall notify such
     Borrower of such offer at least 30 minutes before the time and on the date
     on which notice of such election is to be given to the Agent, by the other
     Lenders. If any Lender shall elect not to make such an offer, such Lender
     shall so notify the Agent,


                                       22





<Page>



     before 10:00 A.M. (New York City time) (and the Agent shall notify the
     Sub-Agent, if applicable) on the date on which notice of such election is
     to be given to the 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 proposing the Competitive Bid Advance shall, in
     turn, (A) before 10:30 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 denominated in Dollars, (B)
     before 11:00 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 denominated in Dollars, (C)
     before 10:00 A.M. (New York City time) on the Business Day prior to the
     date of such Competitive Bid Borrowing, in the case of a Competitive Bid
     Borrowing consisting of either Fixed Rate Advances denominated in any
     Foreign Currency or Local Rate Advances denominated in any Foreign Currency
     and (D) 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 denominated in
     any Foreign Currency, either:

               (x) cancel such Competitive Bid Borrowing by giving the 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 Agent (and the Agent shall give notice to the
          Sub-Agent, if applicable) 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 such
          Borrower by the 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 Agent notice to that effect; provided, however, that such
          Borrower shall not accept any offer in excess of the requested bid
          amount for any maturity. Such 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 proposing the Competitive Bid Borrowing notifies
     the Agent that such Competitive Bid Borrowing is canceled pursuant to
     paragraph (iii)(x) above, the Agent shall give prompt notice thereof to the
     Lenders and such Competitive Bid Borrowing shall not be made.


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          (v) If the Borrower proposing the Competitive Bid Borrowing accepts
     one or more of the offers made by any Lender or Lenders pursuant to
     paragraph (iii)(y) above, the 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 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 11:00 A.M. (New York City time), in the case of
     Competitive Bid Advances to be denominated in Dollars or 11:00 A.M. (London
     time), in the case of Competitive Bid Advances to be denominated in any
     Foreign Currency, on the date of such Competitive Bid Borrowing specified
     in the notice received from the Agent pursuant to clause (A) of the
     preceding sentence or any later time when such Lender shall have received
     notice from the Agent pursuant to clause (C) of the preceding sentence,
     make available for the account of its Applicable Lending Office to the
     Agent (x) in the case of a Competitive Bid Borrowing denominated in
     Dollars, at its address referred to in Section 9.02, in same day funds,
     such Lender's portion of such Competitive Bid Borrowing in Dollars, and (y)
     in the case of a Competitive Bid Borrowing in a Foreign Currency, at the
     Payment Office for such Foreign Currency as shall have been notified by the
     Agent to the Lenders prior thereto, in same day funds, such Lender's
     portion of such Competitive Bid Borrowing in such Foreign Currency. Upon
     fulfillment of the applicable conditions set forth in Article III and after
     receipt by the Agent of such funds, the Agent will make such funds
     available to such Borrower's account at the location specified by such
     Borrower in its Notice of Competitive Bid Borrowing. Promptly after each
     Competitive Bid Borrowing the Agent will notify each Lender of the amount
     and tenor of such Competitive Bid Borrowing.

          (vi) If the Borrower proposing the Competitive Bid Borrowing notifies
     the 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 such Borrower. Such Borrower shall
     indemnify each Lender against any loss, cost or expense incurred by such
     Lender as a result of any failure by such Borrower 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 (including 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 not
less than $10,000,000 (or the Equivalent thereof in any Foreign Currency,
determined as of the time of the applicable Notice of Competitive Bid Borrowing)
or an integral multiple of $1,000,000 (or


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the Equivalent thereof in any Foreign Currency, determined as of the time of the
applicable Notice of Competitive Bid Borrowing) in excess thereof and, following
the making of each Competitive Bid Borrowing, the Borrower that has borrowed
such Competitive Bid Borrowing shall be in compliance with the limitation 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, any 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 three
Business Days of the date of any other Competitive Bid Borrowing.

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

          (e) Each Borrower that has borrowed through a Competitive Bid
Borrowing shall pay interest on the unpaid principal amount of each Competitive
Bid Advance comprising such Competitive Bid Borrowing 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 such 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 under Section 6.01(a), such 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 1%
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 any Borrower resulting from each Competitive
Bid Advance made to such Borrower as part of a Competitive Bid Borrowing shall
be evidenced by a separate Competitive Bid Note of the Borrower payable to the
order of the Lender making such Competitive Bid Advance.


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          SECTION 2.04. Issuance of and Drawings and Reimbursement Under Letters
of Credit. (a) Request for Issuance. (i) Each Letter of Credit shall be issued
upon notice, given not later than 11:00 A.M. (New York City time) on the fifth
Business Day prior to the date of the proposed issuance of such Letter of Credit
(or on such shorter notice as the applicable Issuing Bank may agree), by any
Borrower to any Issuing Bank, and such Issuing Bank shall give the Agent, prompt
notice thereof by facsimile. Each such notice of issuance of a Letter of Credit
(a "Notice of Issuance") shall be by telephone, confirmed immediately in
writing, or facsimile, specifying therein the requested (A) date of such
issuance (which shall be a Business Day), (B) Available Amount and currency
(which shall be a Major Currency or Dollars) of such Letter of Credit, (C)
expiration date of such Letter of Credit (which shall not be later than the
Termination Date), (D) name and address of the beneficiary of such Letter of
Credit and (E) form of such Letter of Credit, and shall be accompanied by such
customary application and agreement for letter of credit as such Issuing Bank
may specify to the Borrower requesting such issuance for use in connection with
such requested Letter of Credit (a "Letter of Credit Application"). If (A) the
requested form of such Letter of Credit, in the reasonable judgment of the
Issuing Bank, conforms to standard practices of financial institutions that
regularly issue letters of credit and (B) the issuance of a letter of credit to
the beneficiary of such Letter of Credit would not, in the reasonable judgment
of the Issuing Bank, violate or conflict with (y) any regulatory or legal
restriction applicable to the Issuing Bank, or (z) any internal policy,
procedure or guideline of, the Issuing Bank that is consistent with standard
practices of financial institutions that regularly issue letters of credit, then
such Issuing Bank will, upon fulfillment of the applicable conditions set forth
in Article III, make such Letter of Credit available to the Borrower requesting
such issuance at its office referred to in Section 9.02 or as otherwise agreed
with such Borrower in connection with such issuance. In the event and to the
extent that the provisions of any Letter of Credit Application shall conflict
with this Agreement, the provisions of this Agreement shall govern. An Issuing
Bank that issues a Letter of Credit which expires prior to the Termination Date
but provides for automatic extension of the expiry date will not exercise its
right to prevent the automatic extension of the expiry date unless (i) the
applicable conditions set forth in Section 3.04 are not satisfied as to the date
of such Issuing Bank's required notice of non-extension, or (ii) such automatic
extension would extend the expiry date beyond the Termination Date.

          (b) Participations. By the issuance of a Letter of Credit (or an
amendment to a Letter of Credit increasing the amount thereof) and without any
further action on the part of the applicable Issuing Bank or the Lenders, such
Issuing Bank hereby grants to each Lender, and each Lender hereby acquires from
such Issuing Bank, a participation in such Letter of Credit equal to such
Lender's Ratable Share of the Available Amount of such Letter of Credit. Each
Borrower hereby agrees to each such participation. In consideration and in
furtherance of the foregoing, each Lender hereby absolutely and unconditionally
agrees to pay to the Agent, for the account of such Issuing Bank, such Lender's
Ratable Share of each drawing made under a Letter of Credit funded by such
Issuing Bank and not reimbursed by the applicable Borrower on the date made, or
of any reimbursement payment required to be refunded to any Borrower for any
reason. Each Lender acknowledges and agrees that its obligation to acquire
participations pursuant to this paragraph in respect of Letters of Credit is
absolute and unconditional and shall not be affected by any circumstance
whatsoever, including any amendment, renewal or extension of any Letter of
Credit or the occurrence and continuance of a Default or reduction or


                                       26





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termination of the Revolving Credit Commitments, and that each such payment
shall be made without any offset, abatement, withholding or reduction
whatsoever. Each Lender further acknowledges and agrees that its participation
in each Letter of Credit will be automatically adjusted to reflect such Lender's
Ratable Share of the Available Amount of such Letter of Credit at each time such
Lender's Revolving Credit Commitment is amended pursuant to the operation of
Sections 2.06(b), (c) or (d), an assignment in accordance with Section 9.06 or
otherwise pursuant to this Agreement.

          (c) Drawing and Reimbursement. The payment by an Issuing Bank of a
draft drawn under any Letter of Credit shall constitute for all purposes of this
Agreement the making by any such Issuing Bank of a Revolving Credit Advance,
which, in the case of Letters of Credit denominated in Dollars, shall be a Base
Rate Advance, in the amount of such draft or, in the case of a Letter of Credit
denominated in any Major Currency, shall be an Advance that bears interest at
the Overnight Eurocurrency Rate (as defined below) of such Issuing Bank for a
period of five Business Days and thereafter, shall be a Base Rate Advance in the
Equivalent in Dollars on such fifth Business Day for the amount of such draft.
Each Issuing Bank shall give prompt notice (and such Issuing Bank will use its
commercially reasonable efforts to deliver such notice within one Business Day)
of each drawing under any Letter of Credit issued by it to the Company, the
applicable Borrower (if not the Company) and the Agent. Upon written demand by
such Issuing Bank, with a copy of such demand to the Agent and the Company, each
Lender shall pay to the Agent such Lender's Ratable Share of such outstanding
Revolving Credit Advance, by making available for the account of its Applicable
Lending Office to the Agent for the account of such Issuing Bank, by deposit to
the Agent's Account, in same day funds, an amount equal to the portion of the
outstanding principal amount of such Revolving Credit Advance to be funded by
such Lender, provided that the Lenders shall not be required to fund such
Revolving Credit Advances resulting from drawings under a Letter of Credit
denominated in any Major Currency until such Advance is exchanged for the
Equivalent in Dollars and is a Base Rate Advance. Each Lender acknowledges and
agrees that its obligation to make Revolving Credit Advances pursuant to this
paragraph in respect of Letters of Credit is absolute and unconditional and
shall not be affected by any circumstance whatsoever, including any amendment,
renewal or extension of any Letter of Credit or the occurrence and continuance
of a Default or reduction or termination of the Revolving Credit Commitments,
and that each such payment shall be made without any offset, abatement,
withholding or reduction whatsoever. Promptly after receipt thereof, the Agent
shall transfer such funds to such Issuing Bank. Each Lender agrees to fund its
Ratable Share of an outstanding Revolving Credit Advance on (i) the Business Day
on which demand therefor is made by such Issuing Bank, provided that notice of
such demand is given not later than 11:00 A.M. (New York City time) on such
Business Day, or (ii) the first Business Day next succeeding such demand if
notice of such demand is given after such time. If and to the extent that any
Lender shall not have so made the amount of such Revolving Credit Advance
available to the Agent, such Lender agrees to pay to the Agent forthwith on
demand such amount together with interest thereon, for each day from the date of
demand by any such Issuing Bank until the date such amount is paid to the Agent,
at the Federal Funds Rate for its account or the account of such Issuing Bank,
as applicable. If such Lender shall pay to the Agent such amount for the account
of any such Issuing Bank on any Business Day, such amount so paid in respect of
principal shall constitute a Revolving Credit Advance made by such Lender on
such Business Day for purposes of this Agreement, and the outstanding principal
amount of the Revolving Credit Advance made by such Issuing Bank shall be
reduced by such amount on such Business


                                       27





<Page>



Day. "Overnight Eurocurrency Rate" means the rate per annum applicable to an
overnight period beginning on one Business Day and ending on the next Business
Day equal to the sum of the Applicable Margin for Eurocurrency Rate Advances and
the rate per annum quoted by the Applicable Issuing Bank to the Agent as the
rate at which it is offering overnight deposits in the relevant currency in
amounts comparable to such Issuing Bank's Advances resulting from drawings on
Letters of Credit denominated in a Major Currency.

          (d) Letter of Credit Reports. Each Issuing Bank shall furnish (A) to
the Agent (with a copy to the Company) on the first Business Day of each month a
written report summarizing issuance and expiration dates of Letters of Credit
during the preceding month and drawings during such month under all Letters of
Credit and (B) to the Agent (with a copy to the Company) on the first Business
Day of each calendar quarter a written report setting forth the average daily
aggregate Available Amount during the preceding calendar quarter of all Letters
of Credit.

          (e) Failure to Make Advances. The failure of any Lender to make the
Revolving Credit Advance to be made by it on the date specified in Section
2.04(c) shall not relieve any other Lender of its obligation hereunder to make
its Revolving Credit Advance on such date, but no Lender shall be responsible
for the failure of any other Lender to make the Revolving Credit Advance to be
made by such other Lender on such date.

          SECTION 2.05. Fees. (a) Facility Fee. The Company agrees to pay to the
Agent for the account of each Lender a facility fee on the aggregate amount of
such Lender's 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
Termination Date at a rate per annum equal to the Applicable Percentage in
effect from time to time, payable in arrears quarterly on the last day of each
March, June, September and December, commencing December 31, 2003, and on the
Termination Date.

          (b) Letter of Credit Fees. (i) Each Borrower shall pay to the Agent
for the account of each Lender a fee on such Lender's Ratable Share of the sum
of (x) the average daily aggregate Available Amount of all Letters of Credit
issued at the request of such Borrower and outstanding from time to time and (y)
any Advances bearing interest at the Overnight Eurocurrency Rate as provided in
Section 2.04(c) and outstanding from time to time, at a rate per annum equal to
the Applicable Letter of Credit Rate in effect from time to time, during such
calendar quarter, payable in arrears quarterly on the third Business Day after
the last day of each March, June, September and December, commencing with the
quarter ended December 31, 2003, and on and after the Termination Date payable
upon demand; provided that the Applicable Letter of Credit Rate shall be 1%
above the Applicable Letter of Credit Rate in effect upon the occurrence and
during the continuation of an Event of Default if the Borrowers are required to
pay default interest pursuant to Section 2.08(b).

          (ii) Each Borrower shall pay to each Issuing Bank for its own account
     such reasonable fees as have been agreed between the Company and such
     Issuing Bank.


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<Page>



          (c) Agent's Fees. The Company shall pay to the Agent for its own
account such fees, and at such times, as the Company and the Agent may
separately agree.

          SECTION 2.06. Termination or Reduction of the Commitments. (a)
Optional Ratable Termination or Reduction. The Company shall have the right,
upon at least three Business Days' notice to the Agent, to terminate in whole or
reduce ratably in part the Unused Commitments of the Lenders, provided that each
partial reduction shall be in an aggregate amount not less than $10,000,000 or
an integral multiple of $1,000,000 in excess thereof. The aggregate amount of
the Commitments, once reduced as provided in this Section 2.06(a), may not be
reinstated.

          (b) Non-Ratable Termination by Assignment. The Company shall have the
right, upon at least ten Business Days' written notice to the Agent (which shall
then give prompt notice thereof to the relevant Lender), to require any Lender
to assign, pursuant to and in accordance with the provisions of Section 9.06,
all of its rights and obligations under this Agreement and under the Notes to an
Eligible Assignee selected by the Company; provided, however, that (i) no Event
of Default shall have occurred and be continuing at the time of such request and
at the time of such assignment; (ii) the assignee shall have paid to the
assigning Lender the aggregate principal amount of, and any interest accrued and
unpaid to the date of such assignment on, the Note or Notes of such Lender;
(iii) the Company shall have paid to the assigning Lender any and all facility
fees and Letter of Credit fees payable to such Lender and all other accrued and
unpaid amounts owing to such Lender under any provision of this Agreement
(including, but not limited to, any increased costs or other additional amounts
owing under Section 2.11 and any indemnification for Taxes under Section 2.14)
as of the effective date of such assignment; (iv) if the assignee selected by
the Company is not an existing Lender, such assignee or the Company shall have
paid the processing and recordation fee required under Section 9.06(a) for such
assignment and (v) if the assigning Lender is an Issuing Bank, the Company shall
pay to the Agent for deposit in the L/C Cash Deposit Account an amount equal to
the Available Amount of all Letters of Credit issued by such Issuing Bank;
provided further that the Company shall have no right to replace more than three
Lenders in any calendar year pursuant to this Section 2.06(b); and provided
further that the assigning Lender's rights under Sections 2.11, 2.14 and 9.04,
and, in the case of an Issuing Bank, Sections 2.04(b) and 6.02, and its
obligations under Section 8.05, shall survive such assignment as to matters
occurring prior to the date of assignment.

          (c) Non-Ratable Reduction. (i) The Company shall have the right, at
any time other than during any Rating Condition, upon at least ten Business
Days' notice to a Lender (with a copy to the Agent), to terminate in whole such
Lender's Commitments. Such termination shall be effective, (x) with respect to
such Lender's Unused Commitment, on the date set forth in such notice, provided,
however, that such date shall be no earlier than ten Business Days after receipt
of such notice and (y) with respect to each Advance outstanding to such Lender,
in the case of Base Rate Advances, on the date set forth in such notice and, in
the case of Eurocurrency Rate, on the last day of the then current Interest
Period relating to such Advance; provided further, however, that such
termination shall not be effective, if, after giving effect to such termination,
the Company would, under this Section 2.06(c), reduce the Lenders' Revolving
Credit Commitments in any calendar year by an amount in excess of the Revolving
Credit Commitments of any three Lenders or $240,000,000, whichever is greater on
the date of such


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<Page>



termination. Notwithstanding the preceding proviso, the Company may terminate in
whole the Commitments of any Lender in accordance with the terms and conditions
set forth in Section 2.06(b). Upon termination of a Lender's Commitments under
this Section 2.06(c), the Company will pay or cause to be paid all principal of,
and interest accrued to the date of such payment on, Advances owing to such
Lender and pay any facility fees or Letter of Credit fees payable to such Lender
pursuant to the provisions of Section 2.05, and all other amounts payable to
such Lender hereunder (including, but not limited to, any increased costs or
other amounts owing under Section 2.11 and any indemnification for Taxes under
Section 2.14); and upon such payments and, if such Lender is an Issuing Bank,
shall pay to the Agent for deposit in the L/C Cash Deposit Account an amount
equal to the Available Amount of all Letters of Credit issued by such Issuing
Bank, the obligations of such Lender hereunder shall, by the provisions hereof,
be released and discharged; provided, however, that such Lender's rights under
Sections 2.11, 2.14 and 9.04, and, in the case of an Issuing Bank, Sections
2.04(b) and 6.02, and its obligations under Section 8.05 shall survive such
release and discharge as to matters occurring prior to such date. The aggregate
amount of the Commitments of the Lenders once reduced pursuant to this Section
2.06(c) may not be reinstated.

          (ii) For purposes of this Section 2.06(c) only, the term "Rating
Condition" shall mean a period commencing with notice (a "Rating Condition
Notice") by the Agent to the Company and the Lenders to the effect that the
Agent has been informed that the rating of the senior public Debt of the Company
is unsatisfactory under the standard set forth in the next sentence, and ending
with notice by the Agent to the Company and the Lenders to the effect that such
condition no longer exists. The Agent shall give a Rating Condition Notice
promptly upon receipt from the Company or any Lender of notice stating, in
effect, that both of S&P and Moody's (or any successor by merger or
consolidation to the business of either thereof), respectively, then rate the
senior public Debt of the Company lower than BBB- and Baa3. The Company agrees
to give notice to the Agent forthwith upon any change in a rating by either such
organization of the senior public Debt of the Company; the Agent shall have no
duty whatsoever to verify the accuracy of any such notice from the Company or
any Lender or to monitor independently the ratings of the senior public Debt of
the Company and no Lender shall have any duty to give any such notice. The Agent
shall give notice to the Lenders and the Company as to the termination of a
Rating Condition promptly upon receiving a notice from the Company to the Agent
(which notice the Agent shall promptly notify to the Lenders) stating that the
rating of the senior public Debt of the Company does not meet the standard set
forth in the second sentence of this clause (ii), and requesting that the Agent
notify the Lenders of the termination of the Rating Condition. The Rating
Condition shall terminate upon the giving of such notice by the Agent.

          (d) Termination by a Lender. In the event that a Change of Control
occurs, each Lender may, by notice to the Company and the Agent given not later
than 50 calendar days after such Change of Control, terminate its Revolving
Credit Commitment and its Unissued Letter of Credit Commitment, if any, which
Commitments shall be terminated effective as of the later of (i) the date that
is 60 calendar days after such Change of Control or (ii) the end of the Interest
Period for any Eurocurrency Rate Advance outstanding at the time of such Change
of Control or for any Eurocurrency Rate Advance made pursuant to the next
sentence of this Section 2.06(d). Upon the occurrence of a Change of Control,
each Borrower's right to make a Borrowing or request the issuance of a Letter of
Credit under this Agreement shall be suspended for a period of 60 calendar days,
except for Base Rate Advances and Eurocurrency Rate
Lender.


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<Page>



Advances having an Interest Period ending not later than 90 calendar days after
such Change of Control. A notice of termination pursuant to this Section 2.06(d)
shall not have the effect of accelerating any outstanding Advance of such Lender
and the Notes of such

          (e) Funds deposited to the L/C Cash Deposit Account pursuant to
Section 2.06(b)(v) above (in the case of an assigning Lender thereunder that is
an Issuing Bank) or Section 2.06(c)(i) above (in the case of a Lender whose
Commitments are terminated thereunder that is an Issuing Bank) shall be applied
to reimburse any drawings made under any Letter of Credit issued by such
applicable Issuing Bank to the extent permitted by applicable law, and if so
applied then such reimbursement shall be deemed satisfaction of the obligations
of the Lenders and of the applicable Borrower to reimburse such drawing. After
all of the Letters of Credit issued by such Issuing Banks shall have expired or
been fully drawn upon and all other obligations of the Borrowers hereunder to
such Issuing Banks have been paid in full, the balance, if any, in the L/C Cash
Deposit Account shall be promptly returned to the Company.

          SECTION 2.07. Repayment of Advances. (a) Revolving Credit Advances.
Each Borrower shall repay to the Agent for the ratable account of the Lenders on
the Termination Date the aggregate principal amount of the Revolving Credit
Advances then outstanding.

          (b) Competitive Bid Advances. Each Borrower shall repay to the
Administrative Agent, for the account of each Lender that has made a Competitive
Bid Advance, the aggregate outstanding principal amount of each Competitive Bid
Advance made to such Borrower and owing to such Lender on the earlier of (i) the
maturity date therefor, specified in the related Notice of Competitive Bid
Borrowing delivered pursuant to Section 2.03(a)(i) and (ii) the Termination
Date.

          (c) Letter of Credit Reimbursements. The obligation of any Borrower
under this Agreement, any Letter of Credit Application and any other agreement
or instrument, in each case, to repay any Revolving Credit Advance that results
from payment of a drawing under a Letter of Credit shall be unconditional and
irrevocable, and shall be paid strictly in accordance with the terms of this
Agreement, such Letter of Credit Application and such other agreement or
instrument under all circumstances, including, without limitation, the following
circumstances (it being understood that any such payment by a Borrower is
without prejudice to, and does not constitute a waiver of, any rights such
Borrower might have or might acquire as a result of the payment by any Lender of
any draft or the reimbursement by the Borrower thereof as set forth in Section
9.16 or otherwise):

          (i) any lack of validity or enforceability of this Agreement, any
     Note, any Letter of Credit Application, any Letter of Credit or any other
     agreement or instrument relating thereto (all of the foregoing being,
     collectively, the "L/C Related Documents");

          (ii) any change in the time, manner or place of payment of any Letter
     of Credit;

          (iii) the existence of any claim, set-off, defense or other right that
     any Borrower may have at any time against any beneficiary or any transferee
     of a Letter of


                                       31





<Page>



     Credit (or any Persons for which any such beneficiary or any such
     transferee may be acting), any Issuing Bank, the Agent, any Lender or any
     other Person, whether in connection with the transactions contemplated by
     the L/C Related Documents or any unrelated transaction;

          (iv) any statement or any other document presented under a Letter of
     Credit proving to be forged, fraudulent or invalid in any respect or any
     statement therein being untrue or inaccurate in any respect;

          (v) payment by any Issuing Bank under a Letter of Credit against
     presentation of a draft or certificate that does not substantially comply
     with the terms of such Letter of Credit;

          (vi) any exchange, release or non-perfection of any collateral, or any
     release or amendment or waiver of or consent to departure from any
     guarantee, for all or any of the obligations of any Borrower in respect of
     the L/C Related Documents; or

          (vii) any other circumstance or happening whatsoever, whether or not
     similar to any of the foregoing that might, but for the provisions of this
     Section, constitute a legal or equitable discharge of the Borrower's
     obligations hereunder.

          SECTION 2.08. Interest on Revolving Credit Advances. (a) Scheduled
Interest. Each Borrower shall pay interest on the unpaid principal amount of
each Revolving Credit Advance owing by such Borrower to each Lender from the
date of such Revolving Credit 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 Revolving Credit
     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 paid in
     full.

          (ii) Eurocurrency Rate Advances. During such periods as such Revolving
     Credit Advance is a Eurocurrency Rate Advance, a rate per annum equal at
     all times during each Interest Period for such Revolving Credit Advance to
     the sum of (x) the Eurocurrency Rate for such Interest Period for such
     Revolving Credit 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 Eurocurrency
     Rate Advance shall be Converted or paid in full.

          (b) Default Interest. Upon the occurrence and during the continuance
of an Event of Default under Section 6.01(a), each Borrower shall pay interest
on (i) the unpaid principal amount of each Revolving Credit Advance owing by
such Borrower to each Lender,


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<Page>



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 1% per annum above the rate per annum
required to be paid on such Revolving Credit 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 by such Borrower 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 1% per annum above the
rate per annum required to be paid on such Revolving Credit Advance pursuant to
clause (a)(i) or (a)(ii) above.

          SECTION 2.09. Interest Rate Determination. (a) Each Reference Bank
agrees to furnish to the Agent timely information for the purpose of determining
each Eurocurrency Rate and each LIBO Rate if the applicable Telerate Page is
unavailable. If any one or more of the Reference Banks shall not furnish such
timely information to the Agent for the purpose of determining any such interest
rate, the Agent shall determine such interest rate on the basis of timely
information furnished by the remaining Reference Banks. The Agent shall give
prompt notice to the Company and the Lenders of the applicable interest rate
determined by the Agent for purposes of Section 2.08(a)(i) or (ii), and the
rate, if any, furnished by each Reference Bank for the purpose of determining
the interest rate under Section 2.08(a)(ii).

          (b) If, with respect to any Eurocurrency Rate Advances, the Majority
Lenders notify the Agent that (i) they are unable to obtain matching deposits in
the London interbank market at or about 11:00 A.M. (London time) on the second
Business Day before the making of a Borrowing in sufficient amounts to fund
their respective Revolving Credit Advances as part of such Borrowing during its
Interest Period or (ii) the Eurocurrency Rate for any Interest Period for such
Advances will not adequately reflect the cost to such Majority Lenders of
making, funding or maintaining their respective Eurocurrency Rate Advances for
such Interest Period, the Agent shall forthwith so notify each Borrower and the
Lenders, whereupon (A) the Borrower will, on the last day of the then existing
Interest Period therefor, (1) if such Eurocurrency Rate Advances are denominated
in Dollars, either (x) prepay such Advances or (y) Convert such Advances into
Base Rate Advances and (2) if such Eurocurrency Rate Advances are denominated in
any Major Currency, either (x) prepay such Advances or (y) redenominate such
Advances into an Equivalent amount of Dollars and Convert such Advances into
Base Rate Advances, and (B) the obligation of the Lenders to make Eurocurrency
Rate Advances in the same currency as such Eurocurrency Rate Advances shall be
suspended until the Agent shall notify each Borrower and the Lenders that the
circumstances causing such suspension no longer exist.

          (c) If any Borrower, in requesting a Revolving Credit Borrowing
comprised of Eurocurrency Rate Advances, shall fail to select the duration of
the Interest Period for such Eurocurrency Rate Advances in accordance with the
provisions contained in the definition of "Interest Period" in Section 1.01, the
Agent will forthwith so notify the Borrower and the Lenders and such Advances
will (to the extent such Eurocurrency Rate Advances remain outstanding on such
day) automatically, on the last day of the then existing Interest Period
therefor, (i) if such Eurocurrency Rate Advances are denominated in Dollars,
Convert into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are
denominated in any Major Currency, be redenominated into an Equivalent amount of
Dollars and be Converted into Base Rate Advances.

          (d) Upon the occurrence and during the continuance of any Event of
Default under Section 6.01(a), (i) each Eurocurrency Rate Advance will (to the
extent such Eurocurrency Rate Advance remains outstanding on such day)
automatically, on the last day of the then existing Interest Period therefor,
(A) if such Eurocurrency Rate Advance is denominated in Dollars, be Converted
into a Base Rate Advance and (B) if such Eurocurrency Rate Advance is
denominated in any Major


                                       33





<Page>



Currency, be redenominated into an Equivalent amount of Dollars and Converted
into a Base Rate Advance and (ii) the obligation of the Lenders to make
Eurocurrency Rate Advances shall be suspended.

          (e) If the applicable Telerate page is unavailable and fewer than two
Reference Banks furnish timely information to the Agent for determining the
Eurocurrency Rate or LIBO Rate for any Eurocurrency Rate Advances or LIBO Rate
Advances, as the case may be,

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

          (ii) with respect to Eurocurrency Rate Advances, each such Advance
     will (to the extent such Eurocurrency Rate Advance remains outstanding on
     such day) automatically, on the last day of the then existing Interest
     Period therefor, (A) if such Eurocurrency Rate Advance is denominated in
     Dollars, be prepaid by the applicable Borrower or be automatically
     Converted into a Base Rate Advance and (B) if such Eurocurrency Rate
     Advance is denominated in any Major Currency, be prepaid by the applicable
     Borrower or be automatically redenominated into an Equivalent amount of
     Dollars and Converted into a Base Rate Advance (or if such Advance is then
     a Base Rate Advance, will continue as a Base Rate Advance), and

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

          SECTION 2.10. Prepayments of Revolving Credit Advances. (a) Optional
Prepayments. Each Borrower may, upon notice to the Agent stating the proposed
date and aggregate principal amount of the prepayment, given not later than
11:00 A.M. (New York City time) on the second Business Day prior to the date of
such proposed prepayment, in the case of Eurocurrency Rate Advances, and not
later than 11:00 A.M. (New York City time) on the day of such proposed
prepayment, in the case of Base Rate Advances, and, if such notice is given,
such Borrower shall, prepay the outstanding principal amount of the Revolving
Credit Advances comprising part of the same Revolving Credit 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 not less than
$10,000,000 or the Equivalent thereof in a Major Currency (determined on the
date notice of prepayment is given) or an integral multiple of $1,000,000 or the
Equivalent thereof in a Major Currency


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<Page>



(determined on the date notice of prepayment is given) in excess thereof and (y)
in the event of any such prepayment of a Eurocurrency Rate Advance other than on
the last day of the Interest Period therefor, such Borrower shall be obligated
to reimburse the Lenders in respect thereof pursuant to Section 9.04(c). Each
notice of prepayment by a Designated Subsidiary shall be given to the
Administrative Agent through the Company.

          (b) Mandatory Prepayments. (i) If, on any date, the sum of (A) the
aggregate principal amount of all Advances denominated in Dollars then
outstanding plus (B) the Equivalent in Dollars (determined on the third Business
Day prior to such date) of the aggregate principal amount of all Advances
denominated in Foreign Currencies then outstanding plus (C) the aggregate
Available Amount of all Letters of Credit denominated in Dollars then
outstanding plus (D) the Equivalent in Dollars (determined on the third Business
Day prior to such date) of the aggregate Available Amount of all Letters of
Credit denominated in Major Currencies then outstanding exceeds 103% of the
aggregate Commitments of the Lenders on such date, the Company and each other
Borrower, if any, shall thereupon promptly prepay the outstanding principal
amount of any Advances owing by such Borrower in an aggregate amount (or deposit
an amount in the L/C Cash Deposit Account) sufficient to reduce such sum
(calculated on the basis of the Available Amount of Letters of Credit being
reduced by the amount in the L/C Cash Deposit Account) to an amount not to
exceed 100% of the aggregate Commitments of the Lenders on such date, together
with any interest accrued to the date of such prepayment on the principal
amounts prepaid and, in the case of any prepayment of a Eurocurrency Rate
Advance, a LIBO Rate Advance or a Local Rate Advance on a date other than the
last day of an Interest Period or at its maturity, any additional amounts which
such Borrower shall be obligated to reimburse to the Lenders in respect thereof
pursuant to Section 9.04(c). The Agent shall give prompt notice of any
prepayment required under this Section 2.10(b)(i) to the Borrowers and the
Lenders.

          (ii) If, on any date, the sum of (A) the Equivalent in Dollars of the
aggregate principal amount of all Eurocurrency Rate Advances denominated in
Major Currencies then outstanding plus (B) the Equivalent in Dollars of the
aggregate principal amount of all Competitive Bid Advances denominated in
Foreign Currencies then outstanding plus (C) the Equivalent in Dollars of the
aggregate Available Amount of all Letters of Credit denominated in Major
Currencies then outstanding (in each case, determined on the third Business Day
prior to such date), shall exceed 110% of $500,000,000, the Company and each
other Borrower shall prepay the outstanding principal amount of any such
Eurocurrency Rate Advances or any such LIBO Rate Advances owing by such
Borrower, on the last day of the Interest Periods relating to such Advances, in
an aggregate amount (or deposit an amount in the L/C Cash Deposit Account)
sufficient to reduce such sum (calculated on the basis of the Available Amount
of Letters of Credit being reduced by the amount in the L/C Cash Deposit
Account) to an amount not to exceed $500,000,000, together with any interest
accrued to the date of such prepayment on the principal amounts prepaid. The
Agent shall give prompt notice of any prepayment required under this Section
2.10(b)(ii) to the Borrowers and the Lenders.

          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 including, without limitation, any agency
of the European Union or


                                       35





<Page>



similar monetary or multinational 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 Eurocurrency Rate Advances or LIBO Rate
Advances or agreeing to issue or of issuing or maintaining or participating in
Letters of Credit (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 of such Advances shall from time to time, upon demand by such Lender
(with a copy of such demand to the Agent), pay to the Agent for the account of
such Lender additional amounts sufficient to compensate such Lender for such
increased cost. A certificate as to the amount of such increased cost, submitted
to such Borrower and the Agent by such Lender, shall be conclusive and binding
for all purposes, absent manifest error.

          (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 including, without limitation, any agency of the European
Union or similar monetary or multinational 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 or to issue or participate in Letters of Credit
hereunder and other commitments of this type or the issuance of or participation
in the Letters of Credit (or similar contingent obligations) hereunder, then,
upon demand by such Lender (with a copy of such demand to the Agent), the
Company shall pay to the 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 Company and the Agent by such Lender shall be
conclusive and binding for all purposes, absent manifest error.

          (c) Any Lender claiming any additional amounts payable pursuant to
this Section 2.11 shall, upon the written request of the Company delivered to
such Lender and the Agent, assign, pursuant to and in accordance with the
provisions of Section 9.06, all of its rights and obligations under this
Agreement and under the Notes to an Eligible Assignee selected by the Company;
provided, however, that (i) no Default shall have occurred and be continuing at
the time of such request and at the time of such assignment; (ii) the assignee
shall have paid to the assigning Lender the aggregate principal amount of, and
any interest accrued and unpaid to the date of such assignment on, the Note or
Notes of such Lender; (iii) the Company shall have paid to the assigning Lender
any and all facility fees and other fees payable to such Lender and all other
accrued and unpaid amounts owing to such Lender under any provision of this
Agreement (including, but not limited to, any increased costs or other
additional amounts owing under this Section 2.11, and any indemnification for
Taxes under Section 2.14) as of the effective date of such assignment and (iv)
if the assignee selected by the Company is not an existing Lender, such assignee
or the Company shall have paid the processing and recordation fee required under
Section 9.06(a) for such assignment; provided further that the assigning
Lender's rights under Sections 2.11, 2.14 and 9.04, and its obligations under
Section 8.05, shall survive such assignment as to matters occurring prior to the
date of assignment.


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          SECTION 2.12. Illegality. Notwithstanding any other provision of this
Agreement, if any Lender shall notify the 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 Eurocurrency Lending Office to perform its obligations
hereunder to make Eurocurrency Rate Advances in Dollars or any Major Currency or
LIBO Rate Advances in Dollars or in any Foreign Currency or to fund or maintain
Eurocurrency Rate Advances in Dollars or in any Major Currency or LIBO Rate
Advances in Dollars or in any Foreign Currency hereunder, (a) each such
Eurocurrency Rate Advance or such LIBO Rate Advance, as the case may be, will
automatically, upon such demand, (i) if such Eurocurrency Rate Advance or LIBO
Rate Advance is denominated in Dollars, be Converted into a Base Rate Advance or
an Advance that bears interest at the rate set forth in Section 2.08(a)(i), as
the case may be, and (ii) if such Eurocurrency Rate Advance or LIBO Rate Advance
is denominated in any Foreign Currency, be redenominated into an Equivalent
amount of Dollars and Converted into a Base Rate Advance or an Advance that
bears interest at the rate set forth in Section 2.08(a)(i), as the case may be,
and (b) the obligation of the Lenders to make such Eurocurrency Rate Advances or
such LIBO Rate Advances shall be suspended until the Agent shall notify the
Borrower and the Lenders that the circumstances causing such suspension no
longer exist.

          SECTION 2.13. Payments and Computations. (a) Each Borrower shall make
each payment hereunder and under any Notes, except with respect to principal of,
interest on, and other amounts relating to, Advances denominated in a Foreign
Currency, not later than 11:00 A.M. (New York City time) on the day when due in
Dollars to the Agent at the applicable Agent's Account in same day funds. Each
Borrower shall make each payment hereunder and under any Notes with respect to
principal of, interest on, and other amounts relating to Advances denominated in
a Foreign Currency not later than 12:00 Noon (at the Payment Office for such
Foreign Currency) on the day when due in such Foreign Currency to the Agent in
same day funds by deposit of such funds to the applicable Agent's Account. The
Agent will promptly thereafter cause to be distributed like funds relating to
the payment of principal, interest, facility fees or Letter of Credit fees
ratably (other than amounts payable pursuant to Section 2.03, 2.04(c),
2.05(b)(ii), 2.06(b), 2.06(c), 2.11, 2.14 or 9.04(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 its acceptance of an
Assignment and Acceptance and recording of the information contained therein in
the Register pursuant to Section 9.06(c), from and after the effective date
specified in such Assignment and Acceptance, the Agent shall make all payments
hereunder and under any 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) All computations of interest based on the Base Rate and of
facility fees shall be made by the Agent on the basis of a year of 365 or 366
days, as the case may be, all computations of interest based on the Eurocurrency
Rate (including the Overnight Eurocurrency Rate) or the Federal Funds Rate and
of Letter of Credit fees shall be made by the Agent on the basis of a year of
360 days and all computations in respect of Competitive Bid Advances shall be


                                       37





<Page>



made by the Agent or the Sub-Agent, as the case may be, as specified in the
applicable Notice of Competitive Bid Borrowing (or, in each case of Advances
denominated in Foreign Currencies where market practice differs, in accordance
with market practice), 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, facility fees or Letter of Credit fees are payable. Each determination
by the Agent of an interest rate hereunder shall be conclusive and binding for
all purposes, absent manifest error.

          (c) 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, facility fee or Letter of
Credit fee, as the case may be; provided, however, that, if such extension would
cause payment of interest on or principal of Eurocurrency 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.

          (d) Unless the Agent shall have received notice from any Borrower
prior to the date on which any payment is due to the Lenders hereunder that such
Borrower will not make such payment in full, the Agent may assume that such
Borrower has made such payment in full to the Agent on such date and the Agent
may, in reliance upon such assumption, cause to be distributed to each Lender on
such due date an amount equal to the amount then due such Lender. If and to the
extent such Borrower shall not have so made such payment in full to the Agent,
each Lender shall repay to the 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 Agent, at (i) the Federal Funds Rate in the case of Advances
denominated in Dollars or (ii) the cost of funds incurred by the Agent in
respect of such amount in the case of Advances denominated in Foreign
Currencies.

          SECTION 2.14. Taxes. (a) Any and all payments by any Borrower
(including the Company in its capacity as a guarantor under Article VII hereof)
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 the Agent, net income
taxes imposed by the United States or any State thereof and 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 the 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 any Borrower (including the Company in
its capacity as a guarantor under Article VII hereof) 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 the 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
the Agent (as the case may be) receives an amount equal to the sum it would have
received had no such deductions


                                       38





<Page>



been made, (ii) such Borrower shall make such deductions and (iii) such Borrower
shall pay the full amount deducted to the relevant taxation authority or other
authority in accordance with applicable law.

          (b) In addition, each Borrower agrees to 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) Each Borrower shall indemnify each Lender and the Agent for the
full amount of Taxes or Other Taxes (including, without limitation, any taxes
imposed by any jurisdiction on amounts payable under this Section 2.14) imposed
on or paid by such Lender or the Agent (as the case may be) and any liability
(including penalties, interest and expenses) arising therefrom or with respect
thereto; provided, however, that a Borrower shall not be obligated to pay any
amounts in respect of penalties, interest or expenses pursuant to this paragraph
that are payable solely as a result of (i) the failure on the part of the
pertinent Lender or the Agent to pay over those amounts received from the
Borrowers under this clause (c) or (ii) the gross negligence or willful
misconduct on the part of the pertinent Lender or the Agent. This
indemnification shall be made within 30 days from the date such Lender or the
Agent (as the case may be) makes written demand therefor. Each Lender agrees to
provide reasonably prompt notice to the Agent, the Company and any Borrower of
any imposition of Taxes or Other Taxes against such Lender; provided that
failure to give such notice shall not affect such Lender's rights to
indemnification hereunder. Each Lender agrees that it will, promptly upon a
request by the Company or a Borrower having made an indemnification payment
hereunder, furnish to the Company or such Borrower, as the case may be, such
evidence as is reasonably available to such Lender as to the payment of the
relevant Taxes or Other Taxes, and that it will, if requested by the Company or
such Borrower, cooperate with the Company or such Borrower, as the case may be,
in its efforts to obtain a refund or similar relief in respect of such payment.

          (d) Within 30 days after the date of any payment of Taxes by a
Borrower under subsection (a) above, each Borrower shall furnish to the Agent,
at its address referred to in Section 9.02, the original or a certified copy of
a receipt evidencing payment thereof. In the case of any payment hereunder or
under the Notes by or on behalf of any Borrower through an account or branch
outside the United States or by or on behalf of any Borrower by a payor that is
not a United States person, if such Borrower determines that no Taxes are
payable in respect thereof, such Borrower shall furnish, or shall cause such
payor to furnish, to the Agent, at such address, an opinion of counsel
acceptable to the 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, on the date of the Assignment and
Acceptance pursuant to which it becomes a Lender in the case of each other
Lender and on the date it changes its Applicable Lending Office in the case of
any Lender, and from time to time thereafter as requested in writing by any


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<Page>



Borrower (unless a change in law renders such Lender unable lawfully to do so),
shall provide the Agent and each 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. In addition, each Lender
further agrees to provide any Borrower with any form or document as any Borrower
may reasonably request which is required by any taxing authority outside the
United States in order to secure an exemption from, or reduction in the rate of,
withholding tax in such jurisdiction, if available to such Lender. If the forms
provided by a Lender at the time such Lender first becomes a party to this
Agreement or changes its Applicable Lending Office indicate 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, in the case of a
Lender that initially becomes a party to this Agreement pursuant to an
assignment in accordance with Section 9.06 or a Lender that undertakes a change
in its Applicable Lending Office, 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 on the
date of such assignment or change with respect to the assignee Lender or Lender
after the change in Applicable Lending Office, but only to the extent of United
States withholding tax included in Taxes, if any, applicable on the date of such
assignment or change with respect to the assignor Lender or Lender prior to such
change in Applicable Lending Office . 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 a Lender
reasonably considers to be confidential, such Lender shall give notice thereof
to each 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 each 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), 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, each Borrower shall take such
steps as such Lender shall reasonably request to assist such Lender to recover
such Taxes.

          (g) If any Borrower is required to pay any additional amount to any
Lender or to the Agent or on behalf of any of them to any taxing authority
pursuant to this Section 2.14, such Lender shall, upon the written request of
the Company delivered to such Lender and the Agent, assign, pursuant to and in
accordance with the provisions of Section 9.06, all of its rights and
obligations under this Agreement and under the Notes to an Eligible Assignee
selected by the Company; provided, however, that (i) no Default shall have
occurred and be continuing at the time of such request and at the time of such
assignment; (ii) the assignee shall have paid to the assigning Lender the
aggregate principal amount of, and any interest accrued and unpaid to the date
of such assignment on, the Note or Notes of such Lender; (iii) the Company shall
have paid


                                       40





<Page>



to the assigning Lender any and all facility fees and other fees payable to such
Lender and all other accrued and unpaid amounts owing to such Lender under any
provision of this Agreement (including, but not limited to, any increased costs
or other additional amounts owing under Section 2.11, and any indemnification
for Taxes under this Section 2.14) as of the effective date of such assignment;
and (iv) if the assignee selected by the Company is not an existing Lender, such
assignee or the Company shall have paid the processing and recordation fee
required under Section 9.06(a) for such assignment; provided further that the
assigning Lender's rights under Sections 2.11, 2.14 and 9.04, and its
obligations under Section 8.05, shall survive such assignment as to matters
occurring prior to the date of assignment.

          SECTION 2.15. Sharing of Payments, Etc. If any Lender shall obtain any
payment (whether voluntary, involuntary, through the exercise of any right of
setoff, if any, or otherwise) on account of the Revolving Credit Advances owing
to it (other than pursuant to Section 2.03, 2.04(c), 2.06(b), 2.06(c), 2.11,
2.14 or 9.04(c)) 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. Each 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 setoff, if any) with respect to such participation as
fully as if such Lender were the direct creditor of such Borrower in the amount
of such participation.

          SECTION 2.16. Use of Proceeds. The proceeds of the Advances shall be
available (and each Borrower agrees that it shall use such proceeds) for general
corporate purposes of such Borrower and its Subsidiaries, including, without
limitation, backstop of commercial paper.

          SECTION 2.17. Evidence of Debt. (a) Each Lender shall maintain in
accordance with its usual practice an account or accounts evidencing the
indebtedness of each Borrower to such Lender resulting from each Revolving
Credit 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 in respect of Revolving Credit Advances. Each Borrower agrees that
upon request of any Lender to such Borrower (with a copy of such notice to the
Agent) that such Lender receive a Revolving Credit Note to evidence (whether for
purposes of pledge, enforcement or otherwise) the Revolving Credit Advances
owing to, or to be made by, such Lender, such Borrower shall promptly execute
and deliver to such Lender a Revolving Credit Note payable to the order of such
Lender in a principal amount up to the Revolving Credit Commitment of such
Lender.


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          (b) The Register maintained by the Agent pursuant to Section 9.06(d)
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
each Borrower to each Lender hereunder and (iv) the amount of any sum received
by the Agent from each Borrower hereunder and each Lender's share thereof.

          (c) Entries made in good faith by the 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
Borrowers 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 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 any
Borrower under this Agreement.

                                   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
     December 31, 2002, except as otherwise publicly disclosed prior to the date
     hereof.

          (b) There shall exist no action, suit, investigation, litigation or
     proceeding affecting the Company or any of its Subsidiaries pending or to
     the knowledge of the Company Threatened before any court, governmental
     agency or arbitrator that (i) is reasonably likely to have a Material
     Adverse Effect, other than the matters described on Schedule 3.01(b) hereto
     (the "Disclosed Litigation") or (ii) purports to affect the legality,
     validity or enforceability of this Agreement or any Note of the Company or
     the consummation of the transactions contemplated hereby, and there shall
     have been no adverse change in the status, or financial effect on the
     Company or any of its Subsidiaries, of the Disclosed Litigation from that
     described on Schedule 3.01(b) hereto.

          (c) The Company shall have paid all accrued fees and expenses of the
     Agent and the Lenders in respect of this Agreement.

          (d) On the Effective Date, the following statements shall be true and
     the Agent shall have received a certificate signed by a duly authorized
     officer of the Company, dated the Effective Date, stating that:


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               (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.

          (e) The Agent shall have received on or before the Effective Date the
     following, each dated such day, in form and substance satisfactory to the
     Agent:

               (i) The Revolving Credit Notes of the Company to the order of the
          Lenders to the extent requested by any Lender pursuant to Section
          2.17.

               (ii) Certified copies of the resolutions of the Board of
          Directors of the Company approving this Agreement and the Notes of the
          Company, and of all

          documents evidencing other necessary corporate action and governmental
          approvals, if any, with respect to this Agreement and such Notes.

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

               (iv) A favorable opinion of Gail E. Lehman, Assistant General
          Counsel of the Company, substantially in the form of Exhibit F hereto
          and as to such other matters as any Lender through the Agent may
          reasonably request.

               (v) A favorable opinion of Shearman & Sterling LLP, counsel for
          the Agent, substantially in the form of Exhibit H hereto.

               (vi) Such other approvals, opinions or documents as any Lender,
          through the Agent, may reasonably request.

          SECTION 3.02. Conditions Precedent to Initial Borrowing. The
obligation of each Lender to make an Advance on the occasion of the initial
Borrowing hereunder is subject to the following conditions precedent:

          (a) The Effective Date shall have occurred.

          (b) The Company shall have terminated the commitments and paid in full
     all outstanding obligations under the Five Year Credit Agreement dated as
     of December 2, 1999 among the Company, the lenders parties thereto and
     Citibank, as administrative agent, as amended, and each Lender that is a
     party to said credit agreement hereby waives any requirement of prior
     notice to the termination of commitments or prepayment of obligations under
     said credit agreement.

          (c) The Company shall have paid all accrued fees and expenses of the
     Agent (including the billed fees and expenses of counsel to the Agent).


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          SECTION 3.03. Initial Loan to Each Designated Subsidiary. The
obligation of each Lender to make an initial Advance to each Designated
Subsidiary following any designation of such Designated Subsidiary as a Borrower
hereunder pursuant to Section 9.07 is subject to the Agent's receipt on or
before the date of such initial Advance of each of the following, in form and
substance satisfactory to the Agent and dated such date, and (except for the
Revolving Credit Notes) in sufficient copies for each Lender:

          (a) The Revolving Credit Notes of such Borrower to the order of the
     Lenders to the extent requested by any Lender pursuant to Section 2.17.

          (b) Certified copies of the resolutions of the Board of Directors of
     such Borrower (with a certified English translation if the original thereof
     is not in English) approving this Agreement and the Notes of such Borrower,
     and of all documents evidencing other necessary corporate action and
     governmental approvals, if any, with respect to this Agreement and such
     Notes.

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

          (d) A certificate signed by a duly authorized officer of the Company,
     dated as of the date of such initial Advance, certifying that such Borrower
     shall have obtained all governmental and third party authorizations,
     consents, approvals (including exchange control approvals) and licenses
     required under applicable laws and regulations necessary for such Borrower
     to execute and deliver this Agreement and the Notes and to perform its
     obligations thereunder.

          (e) The Designation Letter of such Designated Subsidiary,
     substantially in the form of Exhibit D hereto.

          (f) Evidence of the Process Agent's acceptance of its appointment
     pursuant to Section 9.12(a) as the agent of such Borrower, substantially in
     the form of Exhibit E hereto.

          (g) A favorable opinion of counsel to such Designated Subsidiary,
     dated the date of such initial Advance, substantially in the form of
     Exhibit G hereto.

          (h) Such other approvals, opinions or documents as any Lender, through
     the Agent, may reasonably request.

          SECTION 3.04. Conditions Precedent to Each Revolving Credit Borrowing
and Issuance. The obligation of each Lender to make a Revolving Credit Advance
(other than an Advance made by any Issuing Bank or any Lender pursuant to
Section 2.04(c)) on the occasion of each Revolving Credit Borrowing shall be
subject to the conditions precedent that the Effective Date shall have occurred
and on the date of such Revolving Credit Borrowing or


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<Page>



issuance, as the case may be, (a) the following statements shall be true (and
each of the giving of the applicable Notice of Revolving Credit Borrowing,
Notice of Issuance and the acceptance by the Borrower requesting such Revolving
Credit Borrowing or issuance of the proceeds of such Revolving Credit Borrowing
or such issuance shall constitute a representation and warranty by such Borrower
that on the date of such Borrowing or issuance such statements are true):

          (i) the representations and warranties of the Company contained in
     Section 4.01 (except the representations set forth in the last sentence of
     subsection (e) thereof and in subsections (f), (h)-(l) and (n) thereof) are
     correct on and as of the date of such Revolving Credit Borrowing or
     issuance, before and after giving effect to such Revolving Credit Borrowing
     or issuance and to the application of the proceeds therefrom, as though
     made on and as of such date, and additionally, if such Revolving Credit
     Borrowing or issuance shall have been requested by a Designated Subsidiary,
     the representations and warranties of such Designated Subsidiary contained
     in its Designation Letter are correct on and as of the date of such
     Revolving Credit Borrowing

     or issuance, before and after giving effect to such Revolving Credit
     Borrowing or issuance and to the application of the proceeds therefrom, as
     though made on and as of such date, and

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

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

          SECTION 3.05. 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 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
Agent shall have received a Competitive Bid Note payable to the order of such
Lender and substantially in the form of Exhibit A-2 hereto for each of the one
or more Competitive Bid Advances to be made by such Lender as part 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
requesting such Competitive Bid Borrowing of the proceeds of such Competitive
Bid Borrowing shall constitute a representation and warranty by such Borrower
that on the date of such Competitive Bid Borrowing such statements are true):

          (a) the representations and warranties of the Company contained in
     Section 4.01 (except the representations set forth in the last sentence of
     subsection (e) thereof and in subsections (f), (h)-(l) and (n) thereof) are
     correct on and as of the date of


                                       45





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     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, and, if such Competitive Bid
     Borrowing shall have been requested by a Designated Subsidiary, the
     representations and warranties of such Designated Subsidiary contained in
     its Designation Letter 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,

          (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, and

          (c) no event has occurred and no circumstance exists as a result of
     which the information concerning such Borrower that has been provided to
     the Agent and each Lender by such Borrower in connection herewith would
     include an untrue statement of a

     material fact or omit to state any material fact necessary to make the
     statements contained therein, in the light of the circumstances under which
     they were made, not misleading,

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

          SECTION 3.06. 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 this Agreement
shall have received notice from such Lender prior to the date that the Company,
by notice to the Lenders, designates as the proposed Effective Date, specifying
its objection thereto. The 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 Company. The
Company represents and warrants as follows:

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

          (b) The execution, delivery and performance by the Company of this
     Agreement and the Notes of the Company, and the consummation of the
     transactions contemplated hereby, are within the Company's corporate
     powers, have been duly authorized by all necessary corporate action, and do
     not and will not cause or constitute a violation of any provision of law or
     regulation or any provision of the Certificate of Incorporation or By-Laws
     of the Company or result in the breach of, or constitute a


                                       46





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     default or require any consent under, or result in the creation of any
     lien, charge or encumbrance upon any of the properties, revenues, or assets
     of the Company pursuant to, any indenture or other agreement or instrument
     to which the Company is a party or by which the Company or its property may
     be bound or affected.

          (c) No authorization, consent, approval (including any exchange
     control approval), license or other action by, and no notice to or filing
     or registration with, any governmental authority, administrative agency or
     regulatory body or any other third party is required for the due execution,
     delivery and performance by the Company of this Agreement or the Notes of
     the Company.

          (d) This Agreement has been, and each of the Notes when delivered
     hereunder will have been, duly executed and delivered by the Company. This
     Agreement is, and each of the Notes of the Company when delivered hereunder
     will be, the legal, valid and binding obligation of the Company enforceable
     against the Company in accordance with their respective terms, except to
     the extent that such enforcement may be limited by

     applicable bankruptcy, insolvency and other similar laws affecting
     creditors' rights generally.

          (e) The Consolidated balance sheet of the Company and its Consolidated
     Subsidiaries as at December 31, 2002, and the related Consolidated
     statements of income and cash flows of the Company and its Consolidated
     Subsidiaries for the fiscal year then ended (together with the notes to the
     financial statements of the Company and its Consolidated Subsidiaries and
     the Consolidated statements of cash flows of the Company and its
     Consolidated Subsidiaries), accompanied by an opinion of one or more
     nationally recognized firms of independent public accountants, and the
     Consolidated balance sheet of the Company and its Consolidated Subsidiaries
     as at September 30, 2003, and the related Consolidated statements of income
     and cash flows of the Company and its Consolidated Subsidiaries for the
     nine months then ended, duly certified by the principal financial officer
     of the Company, copies of which have been furnished to each Lender, are
     materially complete and correct, and fairly present, subject, in the case
     of said balance sheet as at September 30, 2003, and said statements of
     income and cash flows for the nine months then ended, to year-end audit
     adjustments, the Consolidated financial condition of the Company and its
     Consolidated Subsidiaries as at such dates and the Consolidated results of
     the operations of the Company and its Consolidated Subsidiaries for the
     periods ended on such dates, all in accordance with GAAP consistently
     applied, except as otherwise noted therein; the Company and its
     Consolidated Subsidiaries do not have on such date any material contingent
     liabilities, liabilities for taxes, unusual forward or long-term
     commitments or unrealized or anticipated losses from any unfavorable
     commitments, except as referred to or reflected or provided for in such
     balance sheet or the notes thereto as at such date. No Material Adverse
     Change has occurred since December 31, 2002, except as otherwise publicly
     disclosed prior to the date hereof.

          (f) There is no action, suit, investigation, litigation or proceeding,
     including, without limitation, any Environmental Action, pending or to the
     knowledge of the Company Threatened affecting the Company or any of its
     Subsidiaries before any court, governmental agency or arbitrator that (i)
     is reasonably likely to have a Material Adverse


                                       47





<Page>



     Effect (other than the Disclosed Litigation), or (ii) purports to affect
     the legality, validity or enforceability of this Agreement or any Note or
     the consummation of the transactions contemplated hereby, and there has
     been no adverse change in the status, or financial effect on the Company or
     any of its Subsidiaries, of the Disclosed Litigation from that described on
     Schedule 3.01(b) hereto.

          (g) Following application of the proceeds of each Advance, not more
     than 25 percent of the value of the assets (either of the Borrower of such
     Advance or of such Borrower and its Subsidiaries on a Consolidated basis)
     subject to the provisions of Section 5.02(a) or subject to any restriction
     contained in any agreement or instrument between such Borrower and any
     Lender or any Affiliate of any Lender relating to Debt and within the scope
     of Section 6.01(e) will be margin stock (within the meaning of Regulation U
     issued by the Board of Governors of the Federal Reserve System).

          (h) The Company and each wholly-owned direct Subsidiary of the Company
     have, in the aggregate, met their minimum funding requirements under ERISA
     with

     respect to their Plans in all material respects and have not incurred any
     material liability to the PBGC, other than for the payment of premiums, in
     connection with such Plans.

          (i) No ERISA Event has occurred or is reasonably expected to occur
with respect to any Plan of the Company or any of its ERISA Affiliates that has
resulted in or is reasonably likely to result in a material liability of the
Company or any of its ERISA Affiliates.

          (j) The Schedules B (Actuarial Information) to the 2002 annual reports
(Form 5500 Series) with respect to each Plan of the Company or any of its ERISA
Affiliates, copies of which have been filed with the Internal Revenue Service
(and which will be furnished to any Bank through the Administrative Agent upon
the request of such Bank through the Administrative Agent to the Company), are
complete and accurate in all material respects and fairly present in all
material respects the funding status of such Plans at such date, and since the
date of each such Schedule B there has been no material adverse change in
funding status.

          (k) Neither the Company nor any of its ERISA Affiliates has incurred
or reasonably expects to incur any Withdrawal Liability to any Multiemployer
Plan in an annual amount exceeding 6% of Net Tangible Assets of the Company and
its Consolidated Subsidiaries.

          (l) Neither the Company nor any of its ERISA Affiliates has been
notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is
in reorganization or has been terminated, within the meaning of Title IV of
ERISA. No such Multiemployer Plan is reasonably expected to be in reorganization
or to be terminated, within the meaning of Title IV of ERISA, in a
reorganization or termination which might reasonably be expected to result in a
liability of the Company in an amount in excess of $5,000,000.

          (m) The Company is not, and immediately after the application by the
     Company of the proceeds of each Loan will not be, (a) an "investment
     company" within the meaning of the Investment Company Act of 1940, as
     amended, or (b) a "holding company" within the meaning of the Public
     Utility Holding Company Act of 1935, as amended.


                                       48





<Page>



          (n) To the best of the Company's knowledge, the operations and
     properties of the Company and its Subsidiaries taken as a whole comply in
     all material respects with all Environmental Laws, all necessary
     Environmental Permits have been applied for or have been obtained and are
     in effect for the operations and properties of the Company and its
     Subsidiaries and the Company and its Subsidiaries are in compliance in all
     material respects with all such Environmental Permits. To the best of the
     Company's knowledge no circumstances exist that would be reasonably likely
     to form the basis of an Environmental Action against the Company or any of
     its Subsidiaries or any of their properties that could have a Material
     Adverse Effect.

                                    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 Company
will:

          (a) Compliance with Laws, Etc. Comply, and cause each Designated
     Subsidiary to comply with all applicable laws, rules, regulations and
     orders, such compliance to include, without limitation, compliance with
     ERISA and Environmental Laws as provided in Section 5.01(j), if failure to
     comply with such requirements would have a Material Adverse Effect.

          (b) Payment of Taxes, Etc. Pay and discharge, and cause each
     Designated Subsidiary to pay and discharge, all taxes, assessments and
     governmental charges or levies imposed upon it or on its income or profits
     or upon any of its property; provided, however, that neither the Company
     nor any of its Subsidiaries shall be required to pay or discharge any such
     tax, assessment, charge or claim that is being contested in good faith and
     by proper proceedings and as to which appropriate reserves are being
     maintained.

          (c) Maintenance of Insurance. Maintain, and cause each Designated
     Subsidiary 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 Company or such
     Subsidiary operates.

          (d) Preservation of Corporate Existence, Etc. Preserve and maintain,
     and cause each Designated Subsidiary to preserve and maintain, its
     corporate existence and all its material rights (charter and statutory)
     privileges and franchises; provided, however, that the Company and each
     Designated Subsidiary may consummate any merger, consolidation or sale of
     assets permitted under Section 5.02(b).

          (e) Visitation Rights. At any reasonable time and from time to time
     upon reasonable notice but not more than once a year unless an Event of
     Default has occurred and is continuing, permit the Agent or any of the
     Lenders or any agents or representatives thereof, to examine and make
     copies of and abstracts from the records and books of account of, and visit
     the properties of, the Company and any Designated Subsidiary, and


                                       49





<Page>



     to discuss the affairs, finances and accounts of the Company and any
     Designated Subsidiary with any of their officers or directors and with
     their independent certified public accountants.

          (f) Keeping of Books. Keep, and cause each Designated Subsidiary 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 Company and each Designated Subsidiary in accordance with generally
     accepted accounting principles in effect from time to time.

          (g) Maintenance of Properties, Etc. Maintain and preserve, and cause
     each Designated Subsidiary 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; provided, however,
     that neither the Company nor any of its Designated Subsidiaries shall be
     required to maintain or preserve any property if the failure to maintain or
     preserve such property shall not have a Material Adverse Effect.

          (h) Reporting Requirements. Furnish to the Agent (with a copy for each
     Lender) and the Agent shall promptly forward the same to the Lenders:

               (i) as soon as available and in any event within 60 days after
          the end of each of the first three quarters of each fiscal year of the
          Company, a Consolidated balance sheet of the Company and its
          Consolidated Subsidiaries as of the end of such quarter and a
          Consolidated statement of income and cash flows of the Company and its
          Consolidated Subsidiaries for the period commencing at the end of the
          previous fiscal year and ending with the end of such quarter, setting
          forth in each case in comparative form the corresponding figures as of
          the corresponding date and for the corresponding period of the
          preceding fiscal year, all in reasonable detail and certified by the
          principal financial officer, principal accounting officer, the
          Vice-President and Treasurer or an Assistant Treasurer of the Company,
          subject, however, to year-end auditing adjustments, which certificate
          shall include a statement that such officer has no knowledge, except
          as specifically stated, of any condition, event or act which
          constitutes a Default;

               (ii) as soon as available and in any event within 120 days after
          the end of each fiscal year of the Company, a Consolidated balance
          sheet of the Company and its Consolidated Subsidiaries as of the end
          of such fiscal year and the related Consolidated statements of income
          and cash flows of the Company and its Consolidated Subsidiaries for
          such fiscal year setting forth in each case in comparative form the
          corresponding figures as of the close of and for the preceding fiscal
          year, all in reasonable detail and accompanied by an opinion of
          independent public accountants of nationally recognized standing, as
          to said financial statements and a certificate of the principal
          financial officer, principal accounting officer, the Vice-President
          and Treasurer or an Assistant Treasurer of the Company stating that
          such officer has no knowledge, except as specifically stated, of any
          condition, event or act which constitutes a Default;


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<Page>



               (iii) copies of the Forms 8-K and 10-K reports (or similar
          reports) which the Company is required to file with the Securities and
          Exchange Commission of the United States of America, promptly after
          the filing thereof;

               (iv) copies of each annual report, quarterly report, special
          report or proxy statement mailed to substantially all of the
          stockholders of the Company, promptly after the mailing thereof to the
          stockholders;

               (v) immediate notice of the occurrence of any Default of which
          the principal financial officer, principal accounting officer, the
          Vice-President and Treasurer or an Assistant Treasurer of the Company
          shall have knowledge;

               (vi) as soon as available and in any event within 15 days after
          the Company or any of its ERISA Affiliates knows or has reason to know
          that any ERISA Event has occurred, a statement of a senior officer of
          the Company with responsibility for compliance with the requirements
          of ERISA describing such

          ERISA Event and the action, if any, which the Company or such ERISA
          Affiliate proposes to take with respect thereto;

               (vii) at the request of any Lender, promptly after the filing
          thereof with the Internal Revenue Service, copies of Schedule B
          (Actuarial Information) to each annual report (Form 5500 series) filed
          by the Company or any of its ERISA Affiliates with respect to each
          Plan;

               (viii) promptly after receipt thereof by the Company or any of
          its ERISA Affiliates, copies of each notice from the PBGC stating its
          intention to terminate any Plan or to have a trustee appointed to
          administer any Plan;

               (ix) promptly after such request, such other documents and
          information relating to any Plan as any Lender may reasonably request
          from time to time;

               (x) promptly and in any event within five Business Days after
          receipt thereof by the Company or any of its ERISA Affiliates from the
          sponsor of a Multiemployer Plan, copies of each notice concerning (A)
          (x) the imposition of Withdrawal Liability in an amount in excess of
          $5,000,000 with respect to any one Multiemployer Plan or in an
          aggregate amount in excess of $25,000,000 with respect to all such
          Multiemployer Plans within any one calendar year or (y) the
          reorganization or termination, within the meaning of Title IV of
          ERISA, of any Multiemployer Plan that has resulted or might reasonably
          be expected to result in Withdrawal Liability in an amount in excess
          of $5,000,000 or of all such Multiemployer Plans that has resulted or
          might reasonably be expected to result in Withdrawal Liability in an
          aggregate amount in excess of $25,000,000 within any one calendar year
          and (B) the amount of liability incurred, or that may be incurred, by
          the Company or any of its ERISA Affiliates in connection with any
          event described in such subclause (x) or (y);

               (xi) promptly after the commencement thereof, notice of all
          actions and proceedings before any court, governmental agency or
          arbitrator affecting the


                                       51





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          Borrower or any Designated Subsidiary of the type described in Section
          4.01(f); and

               (xii) from time to time such further information respecting the
          financial condition and operations of the Company and its Subsidiaries
          as any Lender may from time to time reasonably request.

          (i) Authorizations. Obtain, and cause each Designated Subsidiary to
     obtain, at any time and from time to time all authorizations, licenses,
     consents or approvals (including exchange control approvals) as shall now
     or hereafter be necessary or desirable under applicable law or regulations
     in connection with its making and performance of this Agreement and, upon
     the request of any Lender, promptly furnish to such Lender copies thereof.

          (j) Compliance with Environmental Laws. Comply, and cause each of its
     Subsidiaries and all lessees and other Persons operating or occupying its
     properties to

     comply, in all material respects, with all applicable Environmental Laws
     and Environmental Permits; obtain and renew and cause each of its
     Subsidiaries to obtain and renew all Environmental Permits necessary for
     its operations and properties; and conduct, and cause each of its
     Subsidiaries to conduct, any investigation, study, sampling and testing,
     and undertake any cleanup, removal, remedial or other action necessary to
     remove and clean up all Hazardous Materials from any of its properties, in
     accordance with the requirements of all Environmental Laws; provided,
     however, that neither the Company nor any of its Subsidiaries shall be
     required to undertake any such cleanup, removal, remedial or other action
     to the extent that its obligation to do so is being contested in good faith
     and by proper proceedings and appropriate reserves are being maintained
     with respect to such circumstances.

          (k) Change of Control. If a Change of Control shall occur, within ten
     calendar days after the occurrence thereof, provide the Agent with notice
     thereof, describing therein in reasonable detail the facts and
     circumstances giving rise to such Change in Control.

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

          (a) Liens, Etc. Issue, assume or guarantee, or permit any of its
     Subsidiaries owning Restricted Property to issue, assume or guarantee, any
     Debt secured by Liens on or with respect to any Restricted Property without
     effectively providing that its obligations to the Lenders under this
     Agreement and any of the Notes shall be secured equally and ratably with
     such Debt so long as such Debt shall be so secured, except that the
     foregoing shall not apply to:

               (i) Liens affecting property of the Company or any of its
          Subsidiaries existing on the Effective Date in effect as of the date
          hereof or of any corporation


                                       52





<Page>



          existing at the time it becomes a Subsidiary of the Company or at the
          time it is merged into or consolidated with the Company or a
          Subsidiary of the Company;

               (ii) Liens on property of the Company or its Subsidiaries
          existing at the time of acquisition thereof or incurred to secure the
          payment of all or part of the purchase price thereof or to secure Debt
          incurred prior to, at the time of or within 24 months after
          acquisition thereof for the purpose of financing all or part of the
          purchase price thereof;

               (iii) Liens on property of the Company or its Subsidiaries (in
          the case of property that is, in the opinion of the Board of Directors
          of the Company, substantially unimproved for the use intended by the
          Company) to secure all or part of the cost of improvement thereof, or
          to secure Debt incurred to provide funds for any such purpose;

               (iv) Liens which secure only Debt owing by a Subsidiary of the
          Company to the Company or to another Subsidiary of the Company;

               (v) Liens in favor of the United States of America, any State,
          any foreign country, or any department, agency, instrumentality, or
          political subdivisions of any such jurisdiction, to secure partial,
          progress, advance or other payments pursuant to any contract or
          statute or to secure any Debt incurred for the purpose of financing
          all or any part of the purchase price or cost of constructing or
          improving the property subject thereto, including, without limitation,
          Liens to secure Debt of the pollution control or industrial revenue
          bond type; or

               (vi) any extension, renewal or replacement (or successive
          extensions, renewals or replacements), in whole or in part, of any
          Lien referred to in the foregoing clauses (i) to (v) inclusive of any
          Debt secured thereby, provided that the principal amount of Debt
          secured thereby shall not exceed the principal amount of Debt so
          secured at the time of such extension, renewal or replacement, and
          that such extension, renewal or replacement Lien shall be limited to
          all or part of the property which secured the Lien extended, renewed
          or replaced (plus improvements on such property);

     provided, however, that, the Company and any one or more Subsidiaries
     owning Restricted Property may issue, assume or guarantee Debt secured by
     Liens which would otherwise be subject to the foregoing restrictions in an
     aggregate principal amount which, together with the aggregate outstanding
     principal amount of all other Debt of the Company and its Subsidiaries
     owning Restricted Property that would otherwise be subject to the foregoing
     restrictions (not including Debt permitted to be secured under clause (i)
     through (vi) above) and the aggregate value of the Sale and Leaseback
     Transactions in existence at such time, does not at any one time exceed 10%
     of the Net Tangible Assets of the Company and its Consolidated
     Subsidiaries; and provided further that the following type of transaction,
     among others, shall not be deemed to create Debt secured by Liens: Liens
     required by any contract or statute in order to permit the Company or any
     of its Subsidiaries to perform any contract or subcontract made by it


                                       53





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     with or at the request of the United States of America, any foreign country
     or any department, agency or instrumentality of any of the foregoing
     jurisdictions.

          (b) Mergers, Etc. Merge or consolidate with or into, or convey,
     transfer, lease or otherwise dispose of (whether in one transaction or in a
     series of transactions) all or substantially all of its assets (whether now
     owned or hereafter acquired) to, any Person; provided, however, that the
     Company may merge or consolidate with any other Person so long as the
     Company is the surviving corporation and so long as no Default shall have
     occurred and be continuing at the time of such proposed transaction or
     would result therefrom.

                                   ARTICLE VI

                                EVENTS OF DEFAULT

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

          (a) Any Borrower shall fail to pay: (i) any principal of any Advance
     when the same becomes due and payable; (ii) any facility fees or any
     interest on any Advance payable under this Agreement or any Note within
     three Business Days after the same becomes due and payable; or (iii) any
     other fees or other amounts payable under this Agreement or any Notes
     within 30 days after the same becomes due and payable other than those fees
     and amounts the liabilities for which are being contested in good faith by
     such Borrower and which have been placed in Escrow by such Borrower; or

          (b) Any representation or warranty made (or deemed made) by any
     Borrower (or any of its officers) in connection with this Agreement or by
     any Designated Subsidiary in the Designation Letter pursuant to which such
     Designated Subsidiary became a Borrower hereunder shall prove to have been
     incorrect in any material respect when made (or deemed made); or

          (c) The Company shall repudiate its obligations under, or shall
     default in the due performance or observance of, any term, covenant or
     agreement contained in Article VII of this Agreement; or

          (d) (i) The Company shall fail to perform or observe any other term,
     covenant or agreement contained in Section 5.02(a) and such failure shall
     remain unremedied for a period of 30 days after any Lender shall have given
     notice thereof to the Company (through the Agent), or (ii) the Company or
     any other Borrower shall fail to perform or to observe any other term,
     covenant or agreement contained in this Agreement on its part to be
     performed or observed and such failure shall remain unremedied for a period
     of 30 days after any Lender shall have given notice thereof to the relevant
     Borrower or, in the case of the Company, any of the principal financial
     officer, the principal accounting officer, the Vice-President and Treasurer
     or an Assistant Treasurer of the Company, and in the case of any other
     Borrower, a responsible officer of such Borrower, first has knowledge of
     such failure; or


                                       54





<Page>



          (e) (i) The Company or any of its Consolidated or Designated
     Subsidiaries shall fail to pay any principal of or premium or interest on
     any Debt (other than Debt owed to the Company or its Subsidiaries or
     Affiliates) that is outstanding in a principal amount of at least
     $150,000,000 in the aggregate (but excluding Debt outstanding hereunder and
     Debt owed by such party to any bank, financial institution or other
     institutional lender to the extent the Borrower or any Subsidiary has
     deposits with such bank, financial institution or other institutional
     lender sufficient to repay such Debt) of the Company or such Subsidiary (as
     the case may be), when the same becomes due and payable (whether by
     scheduled maturity, required prepayment, acceleration, demand or
     otherwise), and such failure shall continue after the applicable grace
     period, if any, specified in the agreement or instrument relating to such
     Debt, or (ii) 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 (iii) 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; provided, however, that, for purposes of this
     Section 6.0l(e), in the case of (x) Debt of any Person (other than the
     Company or one of its Consolidated Subsidiaries) which the Company has
     guaranteed and (y) Debt of Persons (other than the Company or one of its
     Consolidated Subsidiaries) the payment of which is secured by a Lien on
     property of the Company or such Subsidiary, such Debt shall be deemed to
     have not been paid when due or to have been declared to be due and payable
     only when the Company or such Subsidiary, as the case may be, shall have
     failed to pay when due any amount which it shall be obligated to pay with
     respect to such Debt; provided further, however, that any event or
     occurrence described in this subsection (e) shall not be an Event of
     Default if (A) such event or occurrence relates to the Debt of any
     Subsidiary of the Company located in China, India, the Commonwealth of
     Independent States or Turkey (collectively, the "Exempt Countries"), (B)
     such Debt is not guaranteed or supported in any legally enforceable manner
     by any Borrower or by any Subsidiary or Affiliate of the Company located
     outside the Exempt Countries, (C) such event or occurrence is due to the
     direct or indirect action of any government entity or agency in any Exempt
     Country and (D) as of the last day of the calendar quarter immediately
     preceding such event or occurrence, the book value of the assets of such
     Subsidiary does not exceed $150,000,000 and the aggregate book value of the
     assets of all Subsidiaries of the Company located in Exempt Countries the
     Debt of which would cause an Event of Default to occur but for the effect
     of this proviso does not exceed $500,000,000; or

          (f) The Company or any of its Designated or Consolidated 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 Company or any such 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,


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     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 30 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 Company or any such Subsidiaries shall
     take any corporate action to authorize any of the actions set forth above
     in this subsection (f); provided, however, that any event or occurrence
     described in this subsection (f) shall not be an Event of Default if (A)
     such event or occurrence relates to any Subsidiary of the Company located
     in an Exempt Country, (B) the Debt of such Subsidiary is not guaranteed or
     supported in any legally enforceable manner by any Borrower or by any
     Subsidiary or Affiliate of the Company located outside the Exempt
     Countries, (C) such event or occurrence is due to the direct or indirect
     action of any government entity or agency in any Exempt Country and (D) as
     of the last day of the calendar quarter immediately preceding such event or
     occurrence, the book value of the assets of such Subsidiary does not exceed
     $150,000,000 and the aggregate book value of the assets of all Subsidiaries
     of the Company located in Exempt

     Countries with respect to which the happening of the events or occurrences
     described in this subsection (f) would cause an Event of Default to occur
     but for the effect of this proviso does not exceed $500,000,000; or

          (g) Any judgment or order for the payment of money in excess of
     $150,000,000 shall be rendered against the Company or any of its
     Subsidiaries and enforcement proceedings shall have been commenced by any
     creditor upon such judgment or order and there shall be any period of 10
     consecutive days during which a stay of enforcement of such judgment or
     order, by reason of a pending appeal or otherwise, shall not be in effect;
     provided, however, that any such judgment or order shall not be an Event of
     Default under this Section 6.01(g) if (A) such judgment or order is
     rendered against any Subsidiary of the Company located in an Exempt
     Country, (B) the Debt of such Subsidiary is not guaranteed or supported in
     any legally enforceable manner by any Borrower or by any Subsidiary or
     Affiliate of the Company located outside the Exempt Countries, (C) such
     judgment or order is due to the direct or indirect action of any government
     entity or agency in any Exempt Country and (D) as of the last day of the
     calendar quarter immediately preceding the tenth consecutive day of the
     stay period referred to above, the book value of the assets of such
     Subsidiary does not exceed $150,000,000 and the aggregate book value of the
     assets of all Subsidiaries of the Company located in Exempt Countries the
     judgments and orders against which would cause an Event of Default to occur
     but for the effect of this proviso does not exceed $500,000,000; or

          (h) Any non-monetary judgment or order shall be rendered against the
     Company or any of its Subsidiaries that is reasonably likely to have a
     Material Adverse Effect, and enforcement proceedings shall have been
     commenced by any Person upon such judgment or order and there shall be any
     period of 10 consecutive days during which a stay of enforcement of such
     judgment or order, by reason of a pending appeal or otherwise, shall not be
     in effect; or


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          (i) Any license, consent, authorization or approval (including
     exchange control approvals) now or hereafter necessary to enable the
     Company or any Designated Subsidiary to comply with its obligations herein
     or under any Notes of such Borrower shall be modified, revoked, withdrawn,
     withheld or suspended; or

          (j) (i) Any ERISA Event shall have occurred with respect to a Plan of
     any Borrower or any of its ERISA Affiliates 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 of the Borrowers and
     their ERISA Affiliates with respect to which an ERISA Event shall have
     occurred and then exist (or the liability of the Borrowers and their ERISA
     Affiliates related to such ERISA Event) exceeds $150,000,000; or (ii) any
     Borrower or any of its ERISA Affiliates shall be in default, as defined in
     Section 4219(c)(5) of ERISA, with respect to any payment of Withdrawal
     Liability and the sum of the outstanding balance of such Withdrawal
     Liability and the outstanding balance of any other Withdrawal Liability
     that any Borrower or any of its ERISA Affiliates has incurred exceeds 6% of
     Net Tangible Assets of the Company and its Consolidated Subsidiaries; or
     (iii) any Borrower or any of its ERISA Affiliates shall have been notified
     by the sponsor of a Multiemployer Plan of such Borrower or any of its ERISA
     Affiliates 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 Borrowers and their 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
     $150,000,000; or

then, and (i) in any such event (except as provided in clause (ii) below), the
Agent (A) shall at the request, or may with the consent, of the Majority
Lenders, by notice to the Company, declare the obligation of each Lender to make
Advances (other than Advances by an Issuing Bank or a Lender pursuant to Section
2.04(c)) and of the Issuing Banks to issue Letters of Credit to be terminated,
whereupon the same shall forthwith terminate, and (B) shall at the request, or
may with the consent, of the Majority Lenders, by notice to the Company, declare
the Advances, all interest thereon and all other amounts payable under this
Agreement to be forthwith due and payable, whereupon the Advances, 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 Borrowers and (ii) in the case of the
occurrence of any Event of Default described in clause (i) or (ii) of Section
6.01(a), the Agent shall, at the request, or may with the consent, of the
Lenders which have made or assumed under this Agreement at least 66-2/3% of the
aggregate principal amount (based in respect of Competitive Bid Advances
denominated in Foreign Currencies on the Equivalent in Dollars on the date of
such request) of Competitive Bid Advances then outstanding and to whom such
Advances are owed, by notice to the Company, declare the full unpaid principal
of and accrued interest on all Competitive Bid Advances hereunder and all other
obligations of the Borrowers hereunder to be immediately due and payable,
whereupon such Advances and such obligations shall be immediately due and
payable, without presentment, demand, protest or other further notice of any
kind, all of which are hereby expressly waived by the Borrowers; provided,
however, that in


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the event of an actual or deemed entry of an order for relief with respect to
any Borrower under the United States Bankruptcy Code of 1978, as amended, (x)
the obligation of each Lender to make Advances (other than Advances by an
Issuing Bank or a Lender pursuant to Section 2.04(c)) and of the Issuing Banks
to issue Letters of Credit shall automatically be terminated and (y) the
Advances, 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 Borrowers.

          SECTION 6.02. Actions in Respect of the Letters of Credit upon
Default. If any Event of Default shall have occurred and be continuing, the
Agent may with the consent, or shall at the request, of the Required Lenders,
irrespective of whether it is taking any of the actions described in Section
6.01 or otherwise, make demand upon the Company to, and forthwith upon such
demand the Company will, (a) pay to the Agent on behalf of the Lenders in same
day funds at the Agent's office designated in such demand, for deposit in the
L/C Cash Deposit Account, an amount equal to the aggregate Available Amount of
all Letters of Credit then outstanding or (b) make such other reasonable
arrangements in respect of the outstanding Letters of Credit as shall be
acceptable to the Required Lenders; provided, however, that in the event of an
actual or deemed entry of an order for relief with respect to any Borrower under
the United States Bankruptcy Code of 1978, as amended, the Borrowers shall
immediately pay to the Agent on behalf of the Lenders for deposit in the L/C
Cash Deposit Account, an amount equal to the aggregate Available Amount of all
Letters of Credit then outstanding, without presentment, demand, protest or
notice of any kind, all of which are hereby expressly waived by the Borrowers.
If at any time the Agent reasonably determines that any funds held in the L/C
Cash Deposit Account are subject to any right or interest of any Person other
than the Agent and the Lenders or that the total amount of such funds is less
than the aggregate Available Amount of all Letters of Credit, the Borrowers
will, forthwith upon demand by the Agent, pay to the Agent, as additional funds
to be deposited and held in the L/C Cash Deposit Account, an amount equal to the
excess of (a) such aggregate Available Amount over (b) the total amount of
funds, if any, then held in the L/C Cash Deposit Account that are free and clear
of any such right and interest. Upon the drawing of any Letter of Credit, to the
extent funds are on deposit in the L/C Cash Deposit Account, such funds shall be
applied to reimburse the Issuing Banks to the extent permitted by applicable
law, and if so applied, then such reimbursement shall be deemed a repayment of
the corresponding Advance in respect of such Letter of Credit. After all such
Letters of Credit shall have expired or been fully drawn upon and all other
obligations of the Borrowers hereunder and under the Notes shall have been paid
in full, the balance, if any, in such L/C Cash Deposit Account shall be promptly
returned to the Company.

                                   ARTICLE VII

                                    GUARANTEE

          SECTION 7.01. Unconditional Guarantee. For valuable consideration,
receipt whereof is hereby acknowledged, and to induce each Lender to make
Advances to the Designated Subsidiaries and to induce the Agent to act
hereunder, the Company hereby unconditionally and irrevocably guarantees to each
Lender and the Agent that:


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          (a) the principal of and interest on each Advance to each Designated
     Subsidiary shall be promptly paid in full when due (whether at stated
     maturity, by acceleration or otherwise) in accordance with the terms
     hereof, and, in case of any extension of time of payment, in whole or in
     part, of such Advance, that all such sums shall be promptly paid when due
     (whether at stated maturity, by acceleration or otherwise) in accordance
     with the terms of such extension; and

          (b) all other amounts payable hereunder by any Designated Subsidiary
     to any Lender or the Agent or the Sub-Agent, as the case may be, shall be
     promptly paid in full when due in accordance with the terms hereof (the
     obligations of the Designated Subsidiaries under these subsections (a) and
     (b) of this Section 7.01 being the "Obligations").

In addition, the Company hereby unconditionally and irrevocably agrees that upon
default in the payment when due (whether at stated maturity, by acceleration or
otherwise) of any principal of, or interest on, any Advance to any Designated
Subsidiary or such other amounts payable by any Designated Subsidiary to any
Lender or the Agent, the Company will forthwith pay the same, without further
notice or demand.

          SECTION 7.02. Guarantee Absolute. The Company guarantees that the
Obligations will be paid strictly in accordance with the terms of this
Agreement, regardless of any law, regulation or order now or hereafter in effect
in any jurisdiction affecting any of such terms or the rights of any Lender or
the Agent with respect thereto. The liability of the Company under this
guarantee shall be absolute and unconditional irrespective of:

          (a) any lack of validity or enforceability of this Agreement or any
     other agreement or instrument relating thereto;

          (b) any change in the time, manner or place of payment of, or in any
     other term of, all or any of the Obligations, or any other amendment or
     waiver of or any consent to departure from this Agreement;

          (c) any exchange, release or non-perfection of any collateral, or any
     release or amendment or waiver of or consent to departure from any other
     guaranty, for all or any of the Obligations; or

          (d) any other circumstance which might otherwise constitute a defense
     available to, or a discharge of, the Company, any Borrower or a guarantor.

This guarantee shall continue to be effective or be reinstated, as the case may
be, if at any time any payment of any of the Obligations is rescinded or must
otherwise be returned by any of the Lenders or the Agent upon the insolvency,
bankruptcy or reorganization of the Company or any Borrower or otherwise, all as
though such payment had not been made.

          SECTION 7.03. Waivers. The Company hereby expressly waives diligence,
presentment, demand for payment, protest, any requirement that any right or
power be exhausted or any action be taken against any Designated Subsidiary or


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against any other guarantor of all or any portion of the Advances, and all other
notices and demands whatsoever.

          SECTION 7.04. Remedies. Each of the Lenders and the Agent may pursue
its respective rights and remedies under this Article VII and shall be entitled
to payment hereunder notwithstanding any other guarantee of all or any part of
the Advances to the Designated Subsidiaries, and notwithstanding any action
taken by any such Lender or the Agent to enforce any of its rights or remedies
under such other guarantee, or any payment received thereunder. The Company
hereby irrevocably waives any claim or other right that it may now or hereafter
acquire against any Designated Subsidiary that arises from the existence,
payment, performance or enforcement of the Company's obligations under this
Article VII, including, without limitation, any right of subrogation,
reimbursement, exoneration, contribution or indemnification and any right to
participate in any claim or remedy of the Agent or the Lenders against any
Designated Subsidiary, whether or not such claim, remedy or right arises in
equity or under contract, statute or common law, including, without limitation,
the right to take or receive from the Designated Subsidiary, directly or
indirectly, in cash or other property or by set-off or in any other manner,
payment or security on account of such claim, remedy or right. If any amount
shall be paid to the Company in violation of the preceding sentence at any time
when all the Obligations shall not have been paid in full, such amount shall be
held in trust for the benefit of the Lenders and the Agent and shall forthwith
be paid to the Agent for its own account and the accounts of the respective
Lenders to be credited and applied to the Obligations, whether matured or
unmatured, in accordance with the terms of this Agreement, or to be held as
collateral for any Obligations or other amounts payable under this Agreement
thereafter arising. The Company acknowledges that it will receive direct and
indirect benefits from the financing arrangements contemplated by this Agreement
and that the waiver set forth in this section is knowingly made in contemplation
of such benefits.

          SECTION 7.05. No Stay. The Company agrees that, as between (a) the
Company and (b) the Lenders and the Agent, the Obligations of any Designated
Subsidiary guaranteed by the Company hereunder may be declared to be forthwith
due and payable as provided in Article VI hereof for purposes of this Article
VII by declaration to the Company as guarantor notwithstanding any stay,
injunction or other prohibition preventing such declaration as against such
Designated Subsidiary and that, in the event of such declaration to the Company
as guarantor, such Obligations (whether or not due and payable by such
Designated Subsidiary), shall forthwith become due and payable by the Company
for purposes of this Article VII.

          SECTION 7.06. Survival. This guarantee is a continuing guarantee and
shall (a) remain in full force and effect until payment in full (after the
Termination Date) of the Obligations and all other amounts payable under this
guaranty, (b) be binding upon the Company, its successors and assigns, (c) inure
to the benefit of and be enforceable by each Lender (including each assignee
Lender pursuant to Section 9.06) and the Agent and their respective successors,
transferees and assigns and (d) shall be reinstated if at any time any payment
to a Lender or the Agent hereunder is required to be restored by such Lender or
the Agent. Without limiting the generality of the foregoing clause (c), each
Lender may assign or otherwise transfer its interest in any Advance to any other
person or entity, and such


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other person or entity shall thereupon become vested with all the rights in
respect thereof granted to such Lender herein or otherwise.

                                  ARTICLE VIII

                                    THE AGENT

          SECTION 8.01. Authorization and Action. Each Lender (in its capacities
as a Lender and an Issuing Bank, as applicable) hereby appoints and authorizes
the Agent to take such action as agent on its behalf and to exercise such powers
and discretion under this Agreement as are delegated to the 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 this Agreement
(including, without limitation, enforcement or collection of the Notes), the
Agent shall not be required to exercise any discretion or take any action, but
shall be required to act or to refrain from acting (and shall be fully protected
in so acting or refraining from acting) upon the instructions of the Majority
Lenders, and such instructions shall be binding upon all Lenders and all holders
of Notes; provided, however, that the Agent shall not be required to take any
action that exposes the Agent to personal liability or that is contrary to this
Agreement or applicable law. The Agent agrees to give to each Lender prompt
notice of each notice given to it by any Borrower pursuant to the terms of this
Agreement.

          SECTION 8.02. Agent's Reliance, Etc. Neither the 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 this Agreement,
except for its or their own gross negligence or willful misconduct. Without
limitation of the generality of the foregoing, the Agent: (a) may treat the
Lender that made any Advance as the holder of the Debt resulting therefrom until
the Agent receives and accepts an Assignment and Acceptance entered into by such
Lender, as assignor, and an Eligible Assignee, as assignee, as provided in
Section 9.06; (b) may consult with legal counsel (including counsel for the
Company), 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; (c)
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 this Agreement; (d) shall not have any
duty to ascertain or to inquire as to the performance or observance of any of
the terms, covenants or conditions of this Agreement on the part of any Borrower
or to inspect the property (including the books and records) of any Borrower;
(e) 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, this Agreement or any other instrument
or document furnished pursuant hereto; and (f) shall incur no liability under or
in respect of this Agreement by acting upon any notice, consent, certificate or
other instrument or writing (which may be by telecopier, telegram or telex)
believed by it to be genuine and signed or sent by the proper party or parties.

          SECTION 8.03. Citibank and Affiliates. With respect to its
Commitments, the Advances made by it and the Note issued to


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it, Citibank shall have the same rights and powers under this Agreement as any
other Lender and may exercise the same as though it were not the Agent; and the
term "Lender" or "Lenders" shall, unless otherwise expressly indicated, include
Citibank in its individual capacity. Citibank and its 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 Company, any of its Subsidiaries and any Person who may do business
with or own securities of the Company or any such Subsidiary, all as if Citibank
were not the Agent and without any duty to account therefor to the Lenders.

          SECTION 8.04. Lender Credit Decision. Each Lender acknowledges that it
has, independently and without reliance upon the 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 the 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 8.05. Indemnification. (a) Each Lender severally agrees to
indemnify the Agent (to the extent not reimbursed by a Borrower), from and
against such Lender's Ratable Share of any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind or nature whatsoever that may be imposed on, incurred
by, or asserted against the Agent in any way relating to or arising out of this
Agreement or any action taken or omitted by the Agent under this Agreement,
provided 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 Agent's gross negligence or willful
misconduct. Without limitation of the foregoing, each Lender agrees to reimburse
the Agent promptly upon demand for its Ratable Share of any out-of-pocket
expenses (including counsel fees) incurred by the Agent in connection with the
preparation, execution, delivery, administration, modification, amendment or
enforcement (whether through negotiations, legal proceedings or otherwise) of,
or legal advice in respect of rights or responsibilities under, this Agreement,
to the extent that the Agent is not reimbursed for such expenses by a Borrower.

          (b) Each Lender severally agrees to indemnify the Issuing Banks (to
the extent not promptly reimbursed by the Company) from and against such
Lender's Ratable Share of any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind or nature whatsoever that may be imposed on, incurred by, or asserted
against any such Issuing Bank in any way relating to or arising out of this
Agreement or any action taken or omitted by such Issuing Bank hereunder or in
connection herewith; 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 such Issuing
Bank's gross negligence or willful misconduct. Without limitation of the
foregoing, each Lender agrees to reimburse any such Issuing Bank promptly upon
demand for its Ratable Share of any costs and expenses (including, without
limitation, fees and expenses of counsel) payable by the Company under Section
9.04, to the


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extent that such Issuing Bank is not promptly reimbursed for such costs and
expenses by the Company.

          (c) The failure of any Lender to reimburse the Agent or any Issuing
Bank promptly upon demand for its Ratable Share of any amount required to be
paid by the Lenders to the Agent as provided herein shall not relieve any other
Lender of its obligation hereunder to reimburse the Agent or any Issuing Bank
for its Ratable Share of such amount, but no Lender shall be responsible for the
failure of any other Lender to reimburse the Agent or any Issuing Bank 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 8.05 shall survive the payment in full of
principal, interest and all other amounts payable hereunder and under the Notes.
Each of the Agent and each Issuing Bank agrees to return to the Lenders their
respective Ratable Shares of any amounts paid under this Section 8.05 that are
subsequently reimbursed by the Company or any Borrower. In the case of any
investigation, litigation or proceeding giving rise to any Indemnified Costs,
this Section 8.04 applies whether any such investigation, litigation or
proceeding is brought by the Agent, any Lender or a third party.

          SECTION 8.06. Successor Agent. The Agent may resign at any time by
giving written notice thereof to the Lenders and the Company and may be removed
at any time with or without cause by the Majority Lenders. The Company may at
any time, by notice to the Agent, propose a successor Agent (which shall meet
the criteria described below) specified in such notice and request that the
Lenders be notified thereof by the Agent with a view to their removal of the
Agent and their appointment of such successor Agent; the Agent agrees to forward
any such notice to the Lenders promptly upon its receipt by the Agent. Upon any
such resignation or removal, the Majority Lenders shall have the right to
appoint a successor Agent. If no successor Agent shall have been so appointed by
the Majority Lenders, and shall have accepted such appointment, within 30 days
after the retiring Agent's giving of notice of resignation or the Majority
Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf
of the Lenders, appoint a successor 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 $500,000,000. Upon the
acceptance of any appointment as Agent hereunder by a successor Agent, such
successor Agent shall thereupon succeed to and become vested with all the
rights, powers, discretion, privileges and duties of the retiring Agent, and the
retiring Agent shall be discharged from its duties and obligations under this
Agreement. After any retiring Agent's resignation or removal hereunder as Agent,
the provisions of this Article VIII shall inure to its benefit as to any actions
taken or omitted to be taken by it while it was Agent under this Agreement.

          SECTION 8.07. Sub-Agent. The Sub-Agent has been designated under this
Agreement to carry out duties of the Agent. The Sub-Agent shall be subject to
each of the obligations in this Agreement to be performed by the Sub-Agent, and
each of the Borrowers and the Lenders agrees that the Sub-Agent shall be
entitled to exercise each of the rights and shall be entitled to each of the
benefits of the Agent under this Agreement as relate to the performance of its
obligations hereunder.

                                   ARTICLE IX


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                                  MISCELLANEOUS

          SECTION 9.01. Amendments, Etc. No amendment or waiver of any provision
of this Agreement or the Revolving Credit Notes, nor consent to any departure by
any Borrower therefrom, shall in any event be effective unless the same shall be
in writing and signed by the Majority 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, do any of the following: (a)
increase the Commitments of the Lenders or subject the Lenders to any additional
obligations, (b) reduce the principal of, or interest on, the Revolving Credit
Advances or any fees or other amounts payable hereunder, (c) postpone any date
fixed for any payment of principal of, or interest on, the Revolving Credit
Advances or any fees or other amounts payable hereunder, (d) release the Company
from any of its obligations under Article VII, (e) require the duration of an
Interest Period to be nine months if such period is not available to all Lenders
or (f) amend this Section 9.01; and provided further that no amendment, waiver
or consent shall, unless in writing and signed by the Agent in addition to the
Lenders required above to take such action, affect the rights or duties of the
Agent under this Agreement or any Note and no amendment, waiver or consent
shall, unless in writing and signed by the Issuing Banks in addition to the
Lenders required above to take such action, adversely affect the rights or
obligations of the Issuing Banks in their capacities as such under this
Agreement.

          SECTION 9.02. Notices, Etc. (a) All notices and other communications
provided for hereunder shall be in writing (including telecopier, telegraphic or
telex communication) and mailed (return receipt requested), telecopied,
telegraphed, telexed or delivered, if to the Company or to any Designated
Subsidiary, at the Company's address at 101 Columbia Road, Morristown, New
Jersey 07962-1219, Attention: Assistant Treasurer; 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 to the Agent, at its
address at Two Penns Way, New Castle, Delaware 19720, Attention: Bank Loan
Syndications Department, with a copy to 388 Greenwich Street, New York, New York
10013, Attention: Diane Pockaj; or, as to any Borrower or the Agent, at such
other address as shall be designated by such party in a written notice to the
other parties and, as to each other party, at such other address as shall be
designated by such party in a written notice to the Company and the Agent;
provided that materials as may be agreed between the Borrowers and the Agent may
be delivered to the Agent in accordance with clause (b) below. All such notices
and communications shall, when mailed, telecopied, telegraphed or telexed, be
effective when deposited in the mails, telecopied, delivered to the telegraph
company or confirmed by telex answerback, respectively, except that notices and
communications to the Agent pursuant to Article II, III or VIII shall not be
effective until received by the 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.

          (b) So long as Citibank or any of its Affiliates is the Agent, such
     materials required to be delivered pursuant to Section 5.01(h)(i), (ii),
     (iii) and (iv) as may be agreed


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     between the Borrowers and the Agent may be delivered to the Agent in an
     electronic medium in a format acceptable to the Agent and the Lenders by
     e-mail at oploanswebadmin@citigroup.com. The Borrowers agree that the Agent
     may make such materials (the "Communications") available to the Lenders by
     posting such notices on Intralinks or a substantially similar electronic
     system (the "Platform"). The Borrowers acknowledge that (i) the
     distribution of material through an electronic medium is not necessarily
     secure and that there are confidentiality and other risks associated with
     such distribution, (ii) the Platform is provided "as is" and "as available"
     and (iii) neither the Agent nor any of its Affiliates warrants the
     accuracy, adequacy or completeness of the Communications or the Platform
     and each expressly disclaims liability for errors or omissions in the
     Communications or the Platform. No warranty of any kind, express, implied
     or statutory, including, without limitation, any warranty of
     merchantability, fitness for a particular purpose, non-infringement of
     third party rights or freedom from viruses or other code defects, is made
     by the Agent or any of its Affiliates in connection with the Platform.

          (c) Each Lender agrees that notice to it (as provided in the next
     sentence) (a "Notice") specifying that any Communications have been posted
     to the Platform shall constitute effective delivery of such information,
     documents or other materials to such Lender for purposes of this Agreement;
     provided that if requested by any Lender the Agent shall deliver a copy of
     the Communications to such Lender by email or telecopier. Each Lender
     agrees (i) to notify the Agent in writing of such Lender's e-mail
     address(es) to which a Notice may be sent by electronic transmission
     (including by electronic communication) on or before the date such Lender
     becomes a party to this Agreement (and from time to time thereafter to
     ensure that the Agent has on record an effective e-mail address for such
     Lender) and (ii) that any Notice may be sent to such e-mail address(es).

          SECTION 9.03. No Waiver; Remedies. No failure on the part of any
Lender or the 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 9.04. Costs and Expenses. (a) The Company agrees to pay on
demand all reasonable costs and expenses of the Agent in connection with the
administration, modification and amendment of this Agreement, the Notes and the
other documents to be delivered hereunder, including, without limitation, (i)
all due diligence, syndication (including printing, distribution and bank
meetings), transportation, computer, duplication, appraisal, consultant, and
audit expenses and (ii) the reasonable fees and expenses of counsel for the
Agent with respect thereto. The Company further agrees to pay on demand all
costs and expenses of the Agent 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
this Agreement, the Notes and the other documents to be delivered hereunder,
including, without limitation, reasonable fees and expenses


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of counsel for the Agent and each Lender in connection with the enforcement of
rights under this Section 9.04(a).

          (b) Each Borrower agrees to indemnify and hold harmless the Agent 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, or in connection with the
preparation for a defense of, any investigation, litigation or proceeding
arising out of, related to or in connection with the Notes, this Agreement, any
of the transactions contemplated herein or the actual or proposed use of the
proceeds of the Advances whether or not such investigation, litigation or
proceeding is brought by the Company, 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 any such claim, damage, loss,
liability or expense has resulted from such Indemnified Party's gross negligence
or willful misconduct.

The Company also agrees not to assert any claim against any Indemnified Party on
any theory of liability for special, indirect, consequential or punitive damages
arising out of or otherwise relating to the Notes, this Agreement, any of the
transactions contemplated herein or the actual or proposed use of the proceeds
of the Advances.

          (c) If any payment of principal of, or Conversion of, any Eurocurrency
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 2.03(d), 2.06(b),
2.10(a) or (b) or 2.12, acceleration of the maturity of the Notes pursuant to
Section 6.01 or for any other reason, the Borrower shall, upon

demand by such Lender (with a copy of such demand to the Agent), pay to the
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 (including 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) 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 9.04 shall survive the payment in full of principal,
interest and all other amounts payable hereunder and under the Notes and the
termination in whole of any Commitment hereunder.

          SECTION 9.05. 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 Company and the Agent and when the 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 each
Borrower, the Agent and each Lender and their respective


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successors and assigns, except that no Borrower shall not have the right to
assign its rights hereunder or any interest herein without the prior written
consent of the Lenders.

          SECTION 9.06. Assignments and Participations. (a) Each Lender may at
any time, with notice to the Company prior to making any proposal to any
potential assignee and with the consent of the Company, which consent shall not
be unreasonably withheld (and shall at any time, if requested to do so by the
Company pursuant to Section 2.06(b), 2.11 or 2.14) assign to one or more Persons
all or a portion of its rights and obligations under a Facility or all
Facilities under this Agreement (including, without limitation, all or a portion
of its Revolving Credit Commitment, Unissued Letter of Credit Commitment, the
Revolving Credit Advances owing to it, its participations in Letters of Credit
and the Revolving Credit Note or Notes held by it); provided, however, that (i)
the Company's consent shall not be required (A) in the case of an assignment of
Revolving Credit Commitment, Revolving Credit Advances and participations in
Letters of Credit to an Affiliate of such Lender, provided that notice thereof
shall have been given to the Company and the Agent or (B) in the case of an
assignment of the type described in subsection (g) below; (ii) each such
assignment shall be of a constant, and not a varying, percentage of the rights
and obligations under this Agreement specified in the applicable Assignment and
Acceptance; (iii) 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 (x) the
Revolving Credit 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 and (y) Unissued Letter of
Credit 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 $1,000,000 or an
integral multiple thereof; (iv) each such assignment shall be to an Eligible
Assignee, (v) each such assignment made as a result of a demand by the Company
pursuant to this Section 9.06(a) shall be arranged by the Company after
consultation with, and subject to the approval of, the 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, (vi) no Lender shall be obligated to make
any such assignment as a result of a demand by the Borrower pursuant to this
Section 9.06(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 all of the obligations of the Borrower to such
Lender shall have been satisfied; and (vii) the parties to each such assignment
shall execute and deliver to the Agent, for its acceptance and recording in the
Register, an Assignment and Acceptance, together with a processing and
recordation fee of $3,500 and, if the assigning Lender is not retaining a
Commitment hereunder, any Revolving Credit Note subject to such assignment. Upon
such 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


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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, provided, however, that such
assigning Lender's rights under Sections 2.11, 2.14 and 9.04, and its
obligations under Section 8.05, shall survive such assignment as to matters
occurring prior to the effective date of such assignment).

          (b) 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 this Agreement or
any other instrument or document furnished pursuant hereto 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 assigning Lender makes no
representation or warranty and assumes no responsibility with respect to the
financial condition of any Borrower or the performance or observance by such
Borrower of any of its obligations under this Agreement 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 the 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 Agent to take
such action as agent on its behalf and to exercise such powers and discretion
under this Agreement as are delegated to the Agent 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.

          (c) 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 subject to such assignment, the
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 Company and to each other Borrower.

          (d) The Agent shall maintain at its address referred to in Section
9.02 a copy of each Assignment and Acceptance delivered to and accepted by it
and a register for the recordation of the names and addresses of the Lenders and
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


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Company, each other Borrower, the 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 Company,
any other Borrower or any Lender at any reasonable time and from time to time
upon reasonable prior notice.

          (e) Each Lender may sell participations to one or more banks or other
entities (other than the Company 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 any
Note or Notes held by it); provided, however, that (i) such Lender's obligations
under this Agreement (including, without limitation, its Commitment to the
Company and the other Borrowers 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 Company, any other
Borrower, the Agent and the other Lenders shall continue to deal solely and
directly with such Lender in connection with such Lender's rights and
obligations under this Agreement, (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 any
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 and (vi) within 30 days of the
effective date of such participation, such Lender shall provide notice of such
participation to the Company.

          (f) Any Lender may, in connection with any assignment or participation
or proposed assignment or participation pursuant to this Section 9.06, disclose
to the assignee or participant or proposed assignee or participant, any
information relating to the Company or any Borrower furnished to such Lender by
or on behalf of such Borrower; provided that, prior to any such disclosure, the
assignee or participant or proposed assignee or participant shall agree to

preserve the confidentiality of any confidential information relating to such
Borrower received by it from such Lender.

          (g) Notwithstanding any other provision set forth in this Agreement,
any Lender may at any time assign or create a security interest in all or any
portion of its rights under this Agreement (including, without limitation, the
Advances owing to it and any 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 9.07. Designated Subsidiaries. (a) Designation. The Company
may at any time, and from time to time, by delivery to the Agent of a
Designation Letter duly executed by the Company and the respective Subsidiary
and substantially in the form of Exhibit D hereto, designate such Subsidiary as
a "Designated Subsidiary" for purposes of this Agreement and such Subsidiary
shall thereupon become a "Designated Subsidiary" for purposes of this Agreement
and, as such, shall have all of the rights and obligations of a Borrower
hereunder. The Agent shall promptly notify each Lender of each such designation
by the Company and the identity of the respective Subsidiary.


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          (b) Termination. Upon the payment and performance in full of all of
the indebtedness, liabilities and obligations under this Agreement and the Notes
of any Designated Subsidiary then, so long as at the time no Notice of Revolving
Credit Borrowing or Notice of Competitive Bid Borrowing in respect of such
Designated Subsidiary is outstanding, such Subsidiary's status as a "Designated
Subsidiary" shall terminate upon notice to such effect from the Agent to the
Lenders (which notice the Agent shall give promptly upon its receipt of a
request therefor from the Company). Thereafter, the Lenders shall be under no
further obligation to make any Advance hereunder to such Designated Subsidiary.

          SECTION 9.08. Confidentiality. Each of the Lenders and the Agent
hereby agrees that it will use reasonable efforts (e.g., procedures
substantially comparable to those applied by such Lender or the Agent in respect
of non-public information as to the business of such Lender or the Agent) to
keep confidential any financial reports and other information from time to time
supplied to it by the Company hereunder to the extent that such information is
not and does not become publicly available and which the Company indicates at
the time is to be treated confidentially, provided, however, that nothing herein
shall affect the disclosure of any such information (i) by the Agent to any
Lender, (ii) to the extent required by law (including statute, rule, regulation
or judicial process), (iii) to counsel for any Lender or the Agent or to their
respective independent public accountants, (iv) to bank examiners and auditors
and appropriate government examining authorities, (v) to the Agent or any other
Lender, (vi) in connection with any litigation to which any Lender or the Agent
is a party, (vii) to actual or prospective assignees and participants as
contemplated by Section 9.06(f) or (viii) to any Affiliate of the Agent or any
Lender or to such Affiliate's officers, directors, employees, agents and
advisors, provided that, prior to any such disclosure, such Affiliate or such
Affiliate's officers, directors, employees, agents or advisors, as the case may
be, shall agree to preserve the confidentiality of any confidential information
relating to the Company received by it; a determination by a Lender or the Agent
as to the application of the circumstances described in the foregoing clauses
(i)-(viii) being conclusive if made in good faith; and each of the Lenders and
the Agent agrees that it will follow procedures which are intended to put any
transferee of such confidential information on notice that such information is
confidential. Notwithstanding anything herein to the contrary, each Borrower,
the Agent and each Lender (and each employee, representative or other agent of
each of the foregoing parties) may disclose to any and all Persons, without
limitation of any kind, the U.S. tax treatment and tax structure of the
transactions contemplated hereby and all materials of any kind (including
opinions or other tax analyses) that are provided to any of the foregoing
parties relating to such U.S. tax treatment and tax structure.

          SECTION 9.09. Mitigation of Yield Protection. Each Lender hereby
agrees that, commencing as promptly as practicable after it becomes aware of the
occurrence of any event giving rise to the operation of Section 2.11(a), 2.12 or
2.14 with respect to such Lender, such Lender will give notice thereof through
the Agent to the respective Borrower. A Borrower may at any time, by notice
through the Agent to any Lender, request that such Lender change its Applicable
Lending Office as to any Advance or Type of Advance or that it specify a new
Applicable Lending Office with respect to its Commitment and any Advance held by
it or that it rebook any such Advance with a view to avoiding or mitigating the
consequences of an occurrence such as described in the preceding sentence, and
such Lender will use reasonable efforts to comply with such request


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unless, in the opinion of such Lender, such change or specification or rebooking
is inadvisable or might have an adverse effect, economic or otherwise, upon it,
including its reputation. In addition, each Lender agrees that, except for
changes or specifications or rebookings required by law or effected pursuant to
the preceding sentence, if the result of any change or change of specification
of Applicable Lending Office or rebooking would, but for this sentence, be to
impose additional costs or requirements upon the respective Borrower pursuant to
Section 2.11(a), Section 2.12 or Section 2.14 (which would not be imposed absent
such change or change of specification or rebooking) by reason of legal or
regulatory requirements in effect at the time thereof and of which such Lender
is aware at such time, then such costs or requirements shall not be imposed upon
such Borrower but shall be borne by such Lender. All expenses incurred by any
Bank in changing an Applicable Lending Office or specifying another Applicable
Lending Office of such Lender or rebooking any Advance in response to a request
from a Borrower shall be paid by such Borrower. Nothing in this Section 9.09
(including, without limitation, any failure by a Lender to give any notice
contemplated in the first sentence hereof) shall limit, reduce or postpone any
obligations of the respective Borrower under Section 2.11(a), Section 2.12 or
Section 2.14, including any obligations payable in respect of any period prior
to the date of any change or specification of a new Applicable Lending Office or
any rebooking of any Advance.

          SECTION 9.10. 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 9.11. Execution in Counterparts. This Agreement may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
agreement. 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 9.12. 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 Designated Subsidiary hereby agrees that service of
process in any such action or proceeding brought in the any such New York State
court or in such federal court may be made upon CT Corporation System at its
offices at 1633 Broadway, New York, New York 10019 (the "Process Agent") and
each Designated Subsidiary hereby irrevocably appoints the Process Agent its
authorized agent to accept such service of process, and agrees that the failure
of the Process Agent to give any notice of any such service shall not impair or
affect the validity of such service or of any judgment rendered in any action or
proceeding based thereon. Each Borrower hereby further irrevocably consents to
the service of process in any action or proceeding in such courts by the mailing
thereof by any parties hereto by registered or certified


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mail, postage prepaid, to such Borrower at its address specified pursuant to
Section 9.02. 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 serve legal process in any other manner permitted by law or to bring any
action or proceeding relating to this Agreement or the Notes in the courts of
any jurisdiction. To the extent that each Designated Subsidiary has or hereafter
may acquire any immunity from jurisdiction of any court or from any legal
process (whether through service or notice, attachment prior to judgment,
attachment in aid of execution, execution or otherwise) with respect to itself
or its property, each Designated Subsidiary hereby irrevocably waives such
immunity in respect of its obligations under this Agreement.

          (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 9.13. Substitution of Currency. If a change in any Foreign
Currency occurs pursuant to any applicable law, rule or regulation of any
governmental, monetary or multi-national authority, this Agreement (including,
without limitation, the definitions of Eurocurrency Rate and LIBO Rate) will be
amended to the extent determined by the Agent (acting reasonably and in
consultation with the Company) to be necessary to reflect the change in currency
and to put the Lenders and the Borrowers in the same position, so far as
possible, that they would have been in if no change in such Foreign Currency had
occurred.

          SECTION 9.14. Final Agreement. This written agreement represents the
full and final agreement between the parties with respect to the matters
addressed herein and supercedes all prior communications, written or oral, with
respect thereto. There are no unwritten agreements between the parties.

          SECTION 9.15. 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 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 each Borrower in respect of any sum due in the
Original Currency from it to any Lender or the Agent hereunder or under the
Revolving Credit Note or Revolving Credit Notes held by such Lender 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 Agent
(as the case may be) of any sum adjudged to be so due in such Other Currency,
such Lender or the Agent (as the case may be) may in accordance with normal


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banking procedures purchase Dollars with such Other Currency; if the amount of
Dollars so purchased is less than the sum originally due to such Lender or the
Agent (as the case may be) in the Original Currency, such Borrower agrees, as a
separate obligation and notwithstanding any such judgment, to indemnify such
Lender or the Agent (as the case may be) against such loss, and if the amount of
Dollars so purchased exceeds the sum originally due to any Lender or the Agent
(as the case may be) in the Original Currency, such Lender or the Agent (as the
case may be) agrees to remit to such Borrower such excess.

          SECTION 9.16. No Liability of the Issuing Banks. None of the Agent,
the Lenders nor any Issuing Bank, nor any of their Affiliates, or the respective
directors, officers, employees, agents and advisors of such Person or such
Affiliate, shall have any liability or responsibility by reason of or in
connection with the issuance or transfer of any Letter of Credit or any payment
or failure to make any payment thereunder, or any error, omission, interruption,
loss or delay in transmission or delivery of any draft, notice or other
communication under or relating to any Letter of Credit (including any document
required to make a drawing thereunder), any error in interpretation of technical
terms or any consequence arising from causes beyond the control of the
applicable Issuing Bank; provided that the foregoing shall not be construed to
excuse any Issuing Bank from liability to the applicable Borrower to the extent
of any direct damages (as opposed to consequential damages, claims in respect of
which are hereby waived by the Borrowers to the extent permitted by applicable
law) suffered by such Borrower that are caused by such Issuing Bank's failure to
exercise care when determining whether drafts and other documents presented
under a Letter of Credit comply with the terms thereof or any failure to honor a
Letter of Credit where such Issuing Bank is, under applicable law, required to
honor it. The parties hereto expressly agree that, as long as the Issuing Bank
has not acted with gross negligence or willful misconduct, such Issuing Bank
shall be deemed to have exercised care in each such determination. In
furtherance of the foregoing and without limiting the generality thereof, the
parties agree that, with respect to documents presented which appear on their
face to be in substantial compliance with the terms of a Letter of Credit, an
Issuing Bank may, in its reasonable discretion, either accept and make payment
upon such documents without responsibility for further investigation or refuse
to accept and make payment upon such documents if such documents are not in
strict compliance with the terms of such Letter of Credit.


                                       73





<Page>



          SECTION 9.17. Waiver of Jury Trial. Each Borrower, the Agent and each
Lender hereby irrevocably waive 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 the
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.

                                        HONEYWELL INTERNATIONAL INC.


                                        By: /s/
                                            ------------------------------------
                                        Title: Vice President and Treasurer


                                        CITIBANK, N.A., as Agent


                                        By: /s/ Diane Pockaj
                                            ------------------------------------
                                        Title: Vice President

LETTER OF CREDIT COMMITMENT

$100,000,000                            CITIBANK, N.A.


                                        By: /s/ Diane Pockaj
                                            ------------------------------------
                                        Title: Director


$100,000,000                            BANK OF AMERICA, N.A.


                                        By: /s/ John W. Pocalyko
                                            ------------------------------------
                                        Title: Managing Director


$100,000,000                            JPMORGAN CHASE BANK


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

$300,000,000 TOTAL OF LETTER OF CREDIT COMMITMENTS

REVOLVING CREDIT COMMITMENT             ARRANGER AND ADMINISTRATIVE AGENT

$127,173,913.04                         CITIBANK, N.A.


                                        By: /s/ Diane Pockaj
                                            ------------------------------------
                                        Title: Director


                                       74





<Page>



                                        ARRANGER AND SYNDICATION AGENT

$127,173,913.04                         JPMORGAN CHASE BANK


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

                                        DOCUMENTATION AGENTS


$107,391,304.35                         BANK OF AMERICA, N.A.


                                        By: /s/ John W. Pocalyko
                                            ------------------------------------
                                        Title: Managing Director


$107,391,304.35                         BARCLAYS BANK PLC


                                        By: /s/ Douglas Berneggeh
                                            ------------------------------------
                                        Title: Director


$107,391,304.35                         DEUTSCHE BANK AG NEW YORK BRANCH


                                        By: /s/ Jean M. Hannigan
                                            ------------------------------------
                                        Title: Director


                                        By: /s/ Oliver Riedinger
                                            ------------------------------------
                                        Title: Vice President


$107,391,304.35                         UBS LOAN FINANCE LLC


                                        By: /s/
                                            ------------------------------------
                                        Title: Director


                                        By: /s/
                                            ------------------------------------
                                        Title: Associate Director

                                        SENIOR MANAGING AGENTS

$73,478,260.87                          ABN AMRO BANK N.V.


                                        By: /s/ Alexander M. Blodi
                                            ------------------------------------
                                        Title: Director


                                        By: /s/ Eric Oppenheimer
                                            ------------------------------------
                                        Title: Vice President


                                       75





<Page>



$73,478,260.87                          BANK ONE, NA


                                        By: /s/ James W. Petersen
                                            ------------------------------------
                                        Title: Director


$73,478,260.87                          BNP PARIBAS


                                        By: /s/ Michel de Vibraye
                                            ------------------------------------
                                        Title: Head of CFI North America


                                        By: /s/ Richard Pace
                                            ------------------------------------
                                        Title: Director


$73,478,260.87                          BANK OF TOKYO-MITSUBISHI TRUST
                                        COMPANY


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

                                        MANAGING AGENTS

$50,869,565.22                          HSBC BANK USA


                                        By: /s/ Johan Sorennson
                                            ------------------------------------
                                        Title: First Vice President


$50,869,565.22                          THE NORTHERN TRUST COMPANY


                                        By: /s/ Ashish S. Bhagwat
                                            ------------------------------------
                                        Title: Vice President

                                        LENDERS

$28,260,869.57                          ROYAL BANK OF CANADA


                                        By: /s/ Dana Dratch
                                            ------------------------------------
                                        Title: Authorized Signatory


$28,260,869.57                          SUMITOMO MITSUI BANKING CORPORATION


                                        By: /s/ Peter R. C. Knight
                                            ------------------------------------
                                        Title: Joint General Manager


                                       76





<Page>



$28,260,869.57                          UNICREDITO ITALIANO


                                        By: /s/ Christopher J. Eldin
                                            ------------------------------------
                                        Title: First Vice President & Deputy
                                               Manager


$16,956,521.74                          BANCO BILBAO VIZCAYA ARGENTARIA S.A.


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


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


$16,956,521.74                          DANSKE BANK A/S, CAYMAN BRANCH


                                        By: /s/ Angelo J. Balestrieri
                                            ------------------------------------
                                        Title: Vice President


$16,956,521.74                          BANCA INTESA S.P.A.


                                        By: /s/ Frank Maffei
                                            ------------------------------------
                                        Title: Vice President


                                        By: /s/ Anthony
                                            ------------------------------------
                                        Title: First Vice President


$16,956,521.74                          MIZUHO CORPORATE BANK, LTD.


                                        By: /s/ Bertran
                                            ------------------------------------
                                        Title: Vice President and Team Leader


$16,956,521.74                          SOCIETE GENERALE


                                        By: /s/ Ambrish D. Thanawala
                                            ------------------------------------
                                        Title: Director


                                       77





<Page>



$16,956,521.74                          WACHOVIA BANK, N.A.


                                        By: /s/
                                            ------------------------------------
                                        Title: Director


$16,956,521.74                          WELLS FARGO BANK, NATIONAL
                                        ASSOCIATION


                                        By: /s/ Peter Angelica
                                            ------------------------------------
                                        Title: Vice President


$16,956,521.74                          WESTPAC BANKING CORPORATION


                                        By: /s/ Lisa Porter
                                            ------------------------------------
                                        Title: Vice President

$1,300,000,000 TOTAL OF COMMITMENTS


                                       78





<Page>



                                   SCHEDULE I
                           APPLICABLE LENDING OFFICES

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------
NAME OF INITIAL LENDER             DOMESTIC LENDING OFFICE     EURODOLLAR LENDING OFFICE
--------------------------------------------------------------------------------------------
<S>                            <C>                             <C>
ABN AMRO Bank N.V.             208 South LaSalle Street        208 South LaSalle Street
                               Suite 1500                      Suite 1500
                               Chicago, IL 60604               Chicago, IL 60604
                               Attn: Credit Administration     Attn: Credit Administration
                               Phone: (312) 992-51521          Phone: (312) 992-51521
                               Fax: (312) 992-5157             Fax: (312) 992-5157
--------------------------------------------------------------------------------------------
Banco Bilbao Vizcaya
Argentarie S.A.                1345 Avenue of the Americas     1345 Avenue of the Americas
                               45th Floor                      45th Floor
                               New York, NY 10105              New York, NY 10105
                               Attn: Miguel Lara               Attn: Miguel Lara
                               Phone: (212) 728-1664           Phone: (212) 728-1664
                               Fax: (212) 333-2904             Fax: (212) 333-2904
--------------------------------------------------------------------------------------------
Bank of America, N.A.          101 N. Tryon Street             101 N. Tryon Street
                               Charlotte, NC 28255             Charlotte, NC 28255
                               Attn: Carrie Cunder             Attn: Carrie Cunder
                               Phone: (704) 386-8382           Phone: (704) 386-8382
                               Fax: (704) 409-0064             Fax: (704) 409-0064
--------------------------------------------------------------------------------------------
The Bank of Tokyo-Mitsubishi   1251 Avenue of the Americas     1251 Avenue of the Americas
                               12th Floor                      12th Floor
                               New York, NY 10020              New York, NY 10020
                               Attn: William Derasmo           Attn: William Derasmo
                               Phone: (212) 782-4359           Phone: (212) 782-4359
                               Fax: (212) 782-6445             Fax: (212) 782-6445
--------------------------------------------------------------------------------------------
Bank One, NA                   One Bank One Plaza              One Bank One Plaza
                               Chicago, IL 60670               Chicago, IL 60670
                               Attn: Claudia Kech              Attn: Claudia Kech
                               Phone: (312) 732-1031           Phone: (312) 732-1031
                               Fax: (312) 732-4840             Fax: (312) 732-4840
--------------------------------------------------------------------------------------------
Barclays Bank PLC              200 Park Avenue                 200 Park Avenue
                               New York, NY  10163             New York, NY  10163
                               Attn: Martin Duran              Attn: Martin Duran
                               Phone: (212) 412 6831           Phone: (212) 412 6831
                               Fax: (212) 412 5306             Fax: (212) 412 5306
--------------------------------------------------------------------------------------------
BNP Paribas                    499 Park Avenue                 499 Park Avenue
                               New York, NY  10022             New York, NY  10022
                               Attn: Andree Mitton/Robin       Attn: Andree Mitton/Robin
                               Jackson-Bogner                  Jackson-Bogner
                               Phone: (212) 415-9617/9616      Phone: (212) 415-9617/9616
                               Fax: (212) 415-9606             Fax: (212) 415-9606
--------------------------------------------------------------------------------------------
Citibank, N.A.                 388 Greenwich Street            388 Greenwich Street
                               New York, NY  10013             New York, NY  10013
                               Attn: Carolyn Sheridan          Attn: Carolyn Sheridan
                               Phone: (212) 559-3245           Phone: (212) 559-3245
                               Fax: (212) 826-2371             Fax: (212) 826-2371
--------------------------------------------------------------------------------------------
</TABLE>





<Page>



<TABLE>
--------------------------------------------------------------------------------------------
<S>                            <C>                             <C>
Danske Bank A/S, Cayman        299 Park avenue, 14th Floor     299 Park avenue, 14th Floor
Branch                         New York, NY  10171             New York, NY 10171
                               Attn: Loan Administration       Attn: Loan Administration
                               Phone: (212) 984-8462           Phone: (212) 984-8462
                               Fax: (212) 984-9570             Fax: (212) 984-9570
--------------------------------------------------------------------------------------------
Deutsche Bank AG New York      60 Wall Street                  60 Wall Street
Branch                         New York, NY  10005             New York, NY  10005
                               Attn: Esther Ocampo             Attn: Esther Ocampo
                               Phone: (213) 620-8241           Phone: (213) 620-8241
                               Fax: (213) 620-8293             Fax: (213) 620-8293
--------------------------------------------------------------------------------------------
HSBC Bank USA                  One HSBC Center                 One HSBC Center
                               Buffalo, NY  14203              Buffalo, NY  14203
                               Attn: Donna Riley               Attn: Donna Riley
                               Phone: (716) 841-4178           Phone: (716) 841-4178
                               Fax: (716) 841-0269 or 5683     Fax: (716) 841-0269 or 5683
--------------------------------------------------------------------------------------------
Banca Intesa S.p.A.            1 S William Street              1 S William Street
                               New York, NY  10004             New York, NY  10004
                               Attn: Frank Maffei              Attn: Frank Maffei
--------------------------------------------------------------------------------------------
JPMorgan Chase Bank            One Chase Manhattan Plaza       One Chase Manhattan Plaza
                               New York, NY 10081              New York, NY 10081
                               Attn: Lenora Kiernan            Attn: Lenora Kiernan
                               Phone: (212) 552-7309           Phone: (212) 552-7309
                               Fax: (212) 552-5650             Fax: (212) 552-5650
--------------------------------------------------------------------------------------------
Mizuho Corporate Bank, Ltd.    1251 Avenue of the Americas     1251 Avenue of the Americas
                               New York, NY  10020             New York, NY  10020
                               Phone: (212) 282-3000           Phone: (212) 282-3000
                               Fax: (212) 282-4250             Fax: (212) 282-4250
--------------------------------------------------------------------------------------------
The Northern Trust Company     50 S. LaSalle Street            50 S. LaSalle Street
                               Chicago, IL 60675               Chicago, IL 60675
                               Attn: Linda Honda               Attn: Linda Honda
                               Phone: (312) 444-3532           Phone: (312) 444-3532
                               Fax: (312) 630-1566             Fax: (312) 630-1566
--------------------------------------------------------------------------------------------
Royal Bank of Canada           One Liberty Plaza, 3rd Floor    One Liberty Plaza, 3rd Floor
                               New York, NY 10006              New York, NY 10006
                               Attn: Karim Amr                 Attn: Karim Amr
                               Phone: (212) 428-6369           Phone: (212) 428-6369
                               Fax: (212) 428-2372             Fax: (212) 428-2372

                               with a copy to:                 with a copy to:

                               Attn: N. Delph                  Attn: N. Delph
                               Phone: (212) 428-6249           Phone: (212) 428-6249
                               Fax: (212) 428-2319             Fax: (212) 428-2319
--------------------------------------------------------------------------------------------
Societe Generale               1221 Avenue of the America      1221 Avenue of the America
                               New York, NY  10020             New York, NY  10020
                               Attn: Maria Manesis-Iarriccio   Attn: Maria Manesis-Iarriccio
                               Phone: (212) 278-5396           Phone: (212) 278-5396
                               Fax: (212) 278-7862             Fax: (212) 278-7862
--------------------------------------------------------------------------------------------
</TABLE>


                                        2





<Page>



<TABLE>
--------------------------------------------------------------------------------------------
<S>                            <C>                             <C>
Sumitomo Mitsui Banking        277 Park Avenue                 277 Park Avenue
Corporation                    New York, NY 10172              New York, NY 10172
                               Attn: Edward McColly            Attn: Edward McColly
                               Phone: (212) 224-4139           Phone: (212) 224-4139
                               Fax: (212) 224-4384             Fax: (212) 224-4384
--------------------------------------------------------------------------------------------
UBS Loan Finance LLC           677 Washington Blvd.            677 Washington Blvd.
                               6th Floor South                 6th Floor South
                               Stamford, CT  05901             Stamford, CT  05901
                               Attn: Christopher Aitkin        Attn: Christopher Aitkin
                               Phone: (203) 719-3845           Phone: (203) 719-3845
                               Fax: (203) 719-3888             Fax: (203) 719-3888
--------------------------------------------------------------------------------------------
Unicredito Italiano            375 Park Avenue                 375 Park Avenue
                               New York, NY 10152              New York, NY 10152
                               Attn: Evangeline Blanco         Attn: Evangeline Blanco
                               Phone: (212) 546-9615           Phone: (212) 546-9615
                               Fax: (212) 546-9675             Fax: (212) 546-9675
--------------------------------------------------------------------------------------------
Wachovia Bank, N.A.            201 S. College Street           201 S. College Street
                               Charlotte, NC                   Charlotte, NC
                               Attn: Romonia Lester            Attn: Romonia Lester
                               Phone: (704) 383-5364           Phone: (704) 383-5364
                               Fax: (704) 715-0096             Fax: (704) 715-0096
--------------------------------------------------------------------------------------------
Wells Fargo Bank, National     70 East 55th Street             70 East 55th Street
Association                    11th Floor                      11th Floor
                               New York City, NY 10022-3222    New York City, NY 10022-3222
                               Attn: Peter M. Angelica\        Attn: Peter M. Angelica\
                               Phone: (212) 836-4141           Phone: (212) 836-4141
                               Fax: (212) 593-5241             Fax: (212) 593-5241
--------------------------------------------------------------------------------------------
Westpac Banking Corporation    GMO Nightshift Operations       GMO Nightshift Operations
                               255 Elizabeth St. 3rd Floor     255 Elizabeth St. 3rd Floor
                               Sydney, NSW 2000                Sydney, NSW 2000
                               Australia                       Australia
                               Attn: Matt Healey               Attn: Matt Healey
                               Phone: 011 612 9284-8241        Phone: 011 612 9284-8241
                               Fax: 011 44 207 621 7608        Fax: 011 44 207 621 7608
--------------------------------------------------------------------------------------------
</TABLE>


                                        3





<Page>



                                SCHEDULE 2.01(b)

                           EXISTING LETTERS OF CREDIT

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------------
                             Original
  L/C                         Date of     Current                  Notional
Number     Issuing Bank      Issuance   Expiry Date   Currency      Amount                        Beneficiary
-------------------------------------------------------------------------------------------------------------------------------
<S>       <C>               <C>         <C>             <C>      <C>           <C>
7405249   Bank of America    1-May-01    1-Apr-04        USD     $41,728,232   Zurich Global LTD
-------------------------------------------------------------------------------------------------------------------------------
7403936   Bank of America   21-Jul-00   31-Dec-04        USD     $30,000,000   Alchem Assurance LTD
-------------------------------------------------------------------------------------------------------------------------------
7409810   Bank of America   20-Jun-02   20-May-04        USD     $ 5,000,000   Teva Pharmaceutical
-------------------------------------------------------------------------------------------------------------------------------
 222621   Bank of America    1-Jul-96   30-Dec-04        USD     $ 3,000,000   Chubb and Son Inc
-------------------------------------------------------------------------------------------------------------------------------
 125501   Bank of America    1-Jul-96    1-Jul-04        USD     $ 2,779,480   New Mexico - Self Insurance
-------------------------------------------------------------------------------------------------------------------------------
 227174   Bank of America    1-Feb-96    1-Oct-04        USD     $ 2,367,084   Industional Commission of Arizona
-------------------------------------------------------------------------------------------------------------------------------
7410787   Bank of America   19-Dec-02   30-Jan-04        USD     $ 2,243,397   BANK OF AMERICA 6008/Defence Forces Material
                                                                               Command HQ
-------------------------------------------------------------------------------------------------------------------------------
7403426   Bank of America   16-Mar-00   15-Mar-04        USD     $ 2,000,000   Thomas O. Bateman Jr.
-------------------------------------------------------------------------------------------------------------------------------
7245761   Bank of America   15-Jul-98    1-May-04        USD     $ 1,500,000   NY Chair Workers Compensation
-------------------------------------------------------------------------------------------------------------------------------
7405248   Bank of America   26-Apr-01   22-May-04        USD     $   600,000   South Carolina's Workers Compensation
-------------------------------------------------------------------------------------------------------------------------------
7206396   Bank of America   15-Aug-98    1-Sep-04        USD     $   575,000   ILLINOIS INDUSTRIAL
-------------------------------------------------------------------------------------------------------------------------------
7410922   Bank of America   26-Dec-02   31-Dec-04        USD     $   524,281   Allianz Insurance Company
-------------------------------------------------------------------------------------------------------------------------------
7409958   Bank of America   15-Jul-02   30-Jun-04        USD     $   220,000   Director California State - Self Insurance Plans
-------------------------------------------------------------------------------------------------------------------------------
 129437   Bank of America    1-Jul-96   30-Jun-04        USD     $   139,112   Aetna Casualty and Surety Company
-------------------------------------------------------------------------------------------------------------------------------
7404122   Bank of America    5-Sep-00   30-Jun-04        USD     $    78,000   Travelers Indemnity Company
-------------------------------------------------------------------------------------------------------------------------------
7302146   Bank of America    8-Sep-98    1-Jul-04        USD     $    25,000   Liberty Mutual Insurance Company
-------------------------------------------------------------------------------------------------------------------------------
                                                        Total:   $92,779,586
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>





<Page>



                                SCHEDULE 3.01(b)

                              DISCLOSED LITIGATION

          While not giving an opinion as to whether any item is "reasonably
likely to have a Material Adverse Effect," we hereby disclose the litigation
matters as stated in our Form 10-Q for the quarter ended September 30, 2003,
under the heading "Legal Proceedings," as shown below. These matters are
modified and updated to the extent of the Form 8-K filed by Honeywell on
November 11, 2003, disclosing that the letter of intent regarding a transaction
in which Federal-Mogul Corp. would acquire Honeywell's automotive Bendix
friction materials business, and Honeywell would receive a permanent channeling
injunction shielding it from all current and future Bendix-related personal
injury asbestos liabilities, expired on November 15, 2003, but that the parties
remain engaged in active negotiations regarding a possible transaction.

     SHAREOWNER LITIGATION - Honeywell and seven of its current and former
officers were named as defendants in several purported class action lawsuits
filed in the United States District Court for the District of New Jersey (the
"Securities Law Complaints"). The Securities Law Complaints principally allege
that the defendants violated federal securities laws by purportedly making false
and misleading statements and by failing to disclose material information
concerning Honeywell's financial performance, thereby allegedly causing the
value of Honeywell's stock to be artificially inflated. On January 15, 2002, the
District Court dismissed the consolidated complaint against four of Honeywell's
current and former officers. The Court has granted plaintiffs' motion for class
certification defining the class as all purchasers of Honeywell stock between
December 20, 1999 and June 19, 2000.

     The parties participated in a two-day settlement mediation in April 2003 in
an attempt to resolve the cases without resort to a trial. The mediation proved
unsuccessful in resolving the cases. Discovery in the cases, which had been
stayed pending completion of the mediation, has resumed. A further mediation
session is planned for the fourth quarter of 2003.

     We continue to believe that the allegations in the Securities Law
Complaints are without merit. Although it is not possible at this time to
predict the outcome of these cases, we expect to prevail. However, an adverse
outcome could be material to our consolidated financial position or results of
operations. As a result of the uncertainty regarding the outcome of this matter
no provision has been made in our financial statements with respect to this
contingent liability.

     ERISA CLASS ACTION LAWSUIT - In April 2003, Honeywell and several of its
current and former officers were named as defendants in a purported class action
lawsuit filed in the United States District Court for the District of New
Jersey. The complaint principally alleges that the defendants breached their
fiduciary duties to participants in the Honeywell Savings and Ownership Plan
(the "Savings Plan") by purportedly making false and misleading statements,
failing to disclose material information concerning Honeywell's financial
performance, and failing to diversify the Savings Plan's assets and monitor the
prudence of Honeywell stock as a Savings Plan investment. In July 2003, an
amended complaint making similar allegations and naming several current and
former officers and directors as defendants was filed in the same district. In
September 2003, Honeywell filed a motion to dismiss the amended complaint.





<Page>



     Although it is not possible at this time to predict the outcome of this
litigation, we believe that the allegations in these complaints are without
merit and we expect to prevail. An adverse litigation outcome could, however, be
material to our consolidated financial position or results of operations. As a
result of the uncertainty regarding the outcome of this matter no provision has
been made in our financial statements with respect to this contingent liability.

     ENVIRONMENTAL MATTERS - We are subject to various federal, state and local
government requirements relating to the protection of employee health and safety
and the environment. We believe that, as a general matter, our policies,
practices and procedures are properly designed to prevent unreasonable risk of
environmental damage and personal injury to our employees and employees of our
customers and that our handling, manufacture, use and disposal of hazardous or
toxic substances are in accord with environmental laws and regulations. However,
mainly because of past operations and operations of predecessor companies, we,
like other companies engaged in similar businesses, have incurred remedial
response and voluntary cleanup costs for site contamination and are a party to
lawsuits and claims associated with environmental matters, including past
production of products containing toxic substances. Additional lawsuits, claims
and costs involving environmental matters are likely to continue to arise in the
future.

     With respect to environmental matters involving site contamination, we
continually conduct studies, individually at our owned sites, and jointly as a
member of industry groups at non-owned sites, to determine the feasibility of
various remedial techniques to address environmental matters. It is our policy
to record appropriate liabilities for environmental matters when environmental
assessments are made or remedial efforts or damage claim payments are probable
and the costs can be reasonably estimated. With respect to site contamination,
the timing of these accruals is generally no later than the completion of
feasibility studies. We expect to fund expenditures for these matters from
operating cash flow. The timing of cash expenditures depends on a number of
factors, including the timing of litigation and settlements of personal injury
and property damage claims, regulatory approval of cleanup projects, remedial
techniques to be utilized and agreements with other parties.

     Although we do not currently possess sufficient information to reasonably
estimate the amounts of liabilities to be recorded upon future completion of
studies, litigation or settlements, and neither the timing nor the amount of the
ultimate costs associated with environmental matters can be determined, they
could be material to our consolidated results of operations. However,
considering our past experience and existing reserves, we do not expect that
these matters will have a material adverse effect on our consolidated financial
position.

     In the matter entitled Interfaith Community Organization, et al. v.
Honeywell International Inc., et al., the United States District Court for the
District of New Jersey held in May 2003 that a predecessor Honeywell site
located in Jersey City, New Jersey constituted an imminent and substantial
endangerment and ordered Honeywell to conduct the excavation and transport for
offsite disposal of approximately one million tons of chromium residue present
at the site. Honeywell strongly disagrees with the court's determinations and
has appealed the court's decision to the Third Circuit Court of Appeals. The
Third Circuit Court of Appeals has referred the case for mediation. In October
2003, the District Court denied Honeywell's motion


                                        2





<Page>



for a stay of certain aspects of its May 2003 order, and we are considering
whether to appeal such ruling. The site at issue is one of twenty-one sites
located in Jersey City, New Jersey which are the subject of an Administrative
Consent Order (ACO) entered into with the New Jersey Department of Environmental
Protection (NJDEP) in 1993. Under the ACO, Honeywell agreed to study and
remediate these sites in accordance with NJDEP's directions, provided that the
total costs of such studies and remediation do not exceed $60 million. Honeywell
has cooperated with the NJDEP under the ACO and believes that decisions
regarding site cleanups should be made by NJDEP under the ACO. We are confident
that proceeding under the ACO will ensure a safe remediation and allow the
property to be placed back into productive use much faster and at a cost
significantly less than the remedies required by the court's order. We have not
completed development of a remedial action plan for the excavation and offsite
disposal directed under the court's order and therefore are unable to estimate
the cost of such actions. At trial, plaintiff's expert testified that the
excavation and offsite disposal cost might be $400 million. However, there are
significant variables in the implementation of the court's order and depending
on the method of implementation chosen, the estimate could increase or decrease.
Provisions have been previously made in our financial statements as to remedial
costs consistent with the ACO and during the three months ended June 30, 2003 we
provided for additional costs which are likely to be incurred during the
pendency of our appeal, which provisions do not assume excavation and offsite
removal of chromium from the site. There are alternative outcomes and remedies
beyond the scope of the ACO that could result from the remanding, reversal or
replacement of the Court's decision and order. At this time, we can neither
identify a probable alternative outcome nor reasonably estimate the cost of an
alternative remedy. Although we expect the court's decision and order to be
remanded, reversed or replaced, should the remedies prescribed in the court's
decision and order ultimately be upheld, such outcome could have a material
adverse impact on our consolidated results of operations or operating cash flows
in the periods recognized or paid.

     ASBESTOS MATTERS - Like many other industrial companies, Honeywell is a
defendant in personal injury actions related to asbestos. We did not mine or
produce asbestos, nor did we make or sell insulation products or other
construction materials that have been identified as the primary cause of
asbestos related disease in the vast majority of claimants. Rather, we made
several products that contained small amounts of asbestos.

     Honeywell's Bendix Friction Materials business manufactured automotive
brake pads that included asbestos in an encapsulated form. There is a group of
potential claimants consisting largely of professional brake mechanics. From
1981 through September 30, 2003, we have resolved about 62,500 Bendix claims at
an average indemnity cost per claim of approximately two thousand nine hundred
dollars. Through the second quarter of 2002, Honeywell had no out-of-pocket
costs for these cases since its insurance deductible was satisfied many years
ago. Beginning with claim payments made in the third quarter of 2002, Honeywell
began advancing indemnity and defense claim costs that amounted to approximately
$75 million in payments in the nine months ended September 30, 2003. A
substantial portion of this amount is expected to be reimbursed by insurance.
There are currently approximately 71,000 claims pending.

     On January 30, 2003, Honeywell and Federal-Mogul Corp. (Federal-Mogul)
entered into a letter of intent (LOI) pursuant to which Federal-Mogul would
acquire Honeywell's automotive


                                       3





<Page>



Bendix Friction Materials (Bendix) business, with the exception of certain U.S.
based assets. In exchange, Honeywell would receive a permanent channeling
injunction shielding it from all current and future personal injury asbestos
liabilities related to Honeywell's Bendix business.

     Federal-Mogul, its U.S. subsidiaries and certain of its United Kingdom
subsidiaries voluntarily filed for financial restructuring under Chapter 11 of
the U.S. Bankruptcy Code in October 2001. Federal-Mogul will seek to establish
one or more trusts under Section 524(g) of the U.S. Bankruptcy Code as part of
its reorganization plan, including a trust for the benefit of Bendix asbestos
claimants. The reorganization plan to be submitted to the Bankruptcy Court for
approval will contemplate that the U.S. Bankruptcy Court in Delaware would issue
an injunction in favor of Honeywell that would channel to the Bendix 524(g)
trust all present and future asbestos claims relating to Honeywell's Bendix
business. The 524(g) trust created for the benefit of the Bendix claimants would
receive the rights to proceeds from Honeywell's Bendix related insurance
policies and would make these proceeds available to the Bendix claimants.
Honeywell would have no obligation to contribute any additional amounts toward
the settlement or resolution of Bendix related asbestos claims.

     In the fourth quarter of 2002, we recorded a charge of $167 million
consisting of a $131 million reserve for the sale of Bendix to Federal-Mogul,
our estimate of asbestos related liability net of insurance recoveries and costs
to complete the anticipated transaction with Federal-Mogul. Completion of the
transaction contemplated by the LOI is subject to the negotiation of definitive
agreements, the confirmation of Federal-Mogul's plan of reorganization by the
Bankruptcy Court, the issuance of a final, non-appealable 524(g) channeling
injunction permanently enjoining any Bendix related asbestos claims against
Honeywell, and the receipt of all required governmental approvals. We do not
believe that completion of such transaction as contemplated under the LOI would
have a material adverse impact on our consolidated results of operations or
financial position.

     During the third quarter of 2003, DaimlerChrysler AG, Ford Motor Co. and
General Motors Corp. filed a lawsuit in the U.S. Bankruptcy Court, against
Honeywell and Federal-Mogul seeking a declaration that Honeywell's Bendix unit
cannot be sold to Federal-Mogul and receive protection from asbestos claims
under Section 524(g) of the U.S. Bankruptcy Code. Honeywell believes the lawsuit
is without merit and intends to vigorously defend against the allegations in the
complaint.

     There can be no assurance, however, that the transaction contemplated by
the LOI will be completed. Honeywell presently has approximately $1.9 billion of
insurance coverage remaining with respect to Bendix related asbestos claims.
Although it is impossible to predict the outcome of pending or future claims, in
light of our potential exposure, our prior experience in resolving these claims,
and our insurance coverage, we do not believe that the Bendix related asbestos
claims will have a material adverse effect on our consolidated financial
position.

     Another source of claims is refractory products (high temperature bricks
and cement) sold largely to the steel industry in the East and Midwest by North
American Refractories Company (NARCO), a business we owned from 1979 to 1986.
Less than 2 percent of NARCO's products contained asbestos.


                                       4





<Page>



     When we sold the NARCO business in 1986, we agreed to indemnify NARCO with
respect to personal injury claims for products that had been discontinued prior
to the sale (as defined in the sale agreement). NARCO retained all liability for
all other claims. NARCO had resolved approximately 176,000 claims through
January 4, 2002, the date NARCO filed for reorganization under Chapter 11 of the
U.S. Bankruptcy Code, at an average cost per claim of two thousand two hundred
dollars. Of those claims, 43 percent were dismissed on the ground that there was
insufficient evidence that NARCO was responsible for the claimant's asbestos
exposure. As of the date of NARCO's bankruptcy filing, there were approximately
116,000 remaining claims pending against NARCO, including approximately 7
percent in which Honeywell was also named as a defendant. Since 1983, Honeywell
and our insurers have contributed to the defense and settlement costs associated
with NARCO claims. We have approximately $1.3 billion (excluding insurance
recoveries in October 2003 - see discussion below) of insurance remaining that
can be specifically allocated to NARCO related liability.

     As a result of the NARCO bankruptcy filing, all of the claims pending
against NARCO are automatically stayed pending the reorganization of NARCO
except one claim which is not material as to which the stay was lifted in August
2003. Because the claims pending against Honeywell necessarily will impact the
liabilities of NARCO, because the insurance policies held by Honeywell are
essential to a successful NARCO reorganization, and because Honeywell has
offered to commit the value of those policies to the reorganization, the
bankruptcy court has temporarily enjoined any claims against Honeywell, current
or future, related to NARCO. Although the stay has been extended nineteen times
since January 4, 2002, there is no assurance that such stay will remain in
effect. In connection with NARCO's bankruptcy filing, we paid NARCO's parent
company $40 million and agreed to provide NARCO with up to $20 million in
financing. We also agreed to pay $20 million to NARCO's parent company upon the
filing of a plan of reorganization for NARCO acceptable to Honeywell, and to pay
NARCO's parent company $40 million, and to forgive any outstanding NARCO
indebtedness, upon the confirmation and consummation of such a plan.

     As a result of ongoing negotiations with counsel representing NARCO related
asbestos claimants regarding settlement of all pending and potential NARCO
related asbestos claims against Honeywell, we have reached definitive agreements
or agreements in principle with approximately 256,000 claimants, which
represents in excess of 90 percent of the approximately 275,000 current
claimants who are now expected to file a claim as part of the NARCO
reorganization process. We are also in discussions with the NARCO Committee of
Asbestos Creditors on Trust Distribution Procedures for NARCO. We believe that,
as part of the NARCO plan of reorganization, a trust will be established
pursuant to these Trust Distribution Procedures for the benefit of all asbestos
claimants, current and future. If the trust is put in place and approved by the
court as fair and equitable, Honeywell as well as NARCO will be entitled to a
permanent channeling injunction barring all present and future individual
actions in state or federal courts and requiring all asbestos related claims
based on exposure to NARCO products to be made against the federally-supervised
trust. As part of its ongoing settlement negotiations, Honeywell has reached
agreement in principle with the representative for future NARCO claimants to cap
its annual contributions to the trust with respect to future claims at a level
that would not have a material impact on Honeywell's operating cash flows. Given
the substantial


                                        5





<Page>



progress of negotiations between Honeywell and NARCO related asbestos claimants
and between Honeywell and the Committee of Asbestos Creditors during the fourth
quarter of 2002, Honeywell developed an estimated liability for settlement of
pending and future asbestos claims.

     During the fourth quarter of 2002, Honeywell recorded a charge of $1.4
billion for NARCO related asbestos litigation charges, net of insurance
recoveries. This charge consists of the estimated liability to settle current
asbestos related claims, the estimated liability related to future asbestos
related claims through 2018 and obligations to NARCO's parent, net of insurance
recoveries of $1.8 billion.

     The estimated liability for current claims is based on terms and
conditions, including evidentiary requirements, in definitive agreements or
agreements in principle with in excess of 90 percent of current claimants. Once
finalized, settlement payments with respect to current claims are expected to be
made over approximately a four-year period.

     The liability for future claims estimates the probable value of future
asbestos related bodily injury claims asserted against NARCO over a 15 year
period and obligations to NARCO's parent as discussed above. In light of the
uncertainties inherent in making long-term projections we do not believe that we
have a reasonable basis for estimating asbestos claims beyond 2018 under
Statement of Financial Accounting Standard No. 5 "Accounting for Contingencies."
Honeywell retained the expert services of Hamilton, Rabinovitz and Alschuler,
Inc. (HR&A) to project the probable number and value, including trust claim
handling costs, of asbestos related future liabilities. The methodology used to
estimate the liability for future claims has been commonly accepted by numerous
courts and is the same methodology that is utilized by an expert who is
routinely retained by the asbestos claimants committee in asbestos related
bankruptcies. The valuation methodology includes an analysis of the population
likely to have been exposed to asbestos containing products, epidemiological
studies to estimate the number of people likely to develop asbestos related
diseases, NARCO claims filing history and the pending inventory of NARCO
asbestos related claims.

     Honeywell has substantial insurance that reimburses it for portions of the
costs incurred to settle NARCO related claims and court judgments as well as
defense costs. This coverage is provided by a large number of insurance policies
written by dozens of insurance companies in both the domestic insurance market
and the London excess market. At September 30, 2003, a significant portion of
this coverage is with London-based insurance companies under a coverage-in-place
agreement. Coverage-in-place agreements are settlement agreements between
policyholders and the insurers specifying the terms and conditions under which
coverage will be applied as claims are presented for payment. These agreements
govern such things as what events will be deemed to trigger coverage, how
liability for a claim will be allocated among insurers and what procedures the
policyholder must follow in order to obligate the insurer to pay claims. We
conducted an analysis to determine the amount of insurance that we estimate is
probable that we will recover in relation to payment of current and projected
future claims. While the substantial majority of our insurance carriers are
solvent, some of our individual carriers are insolvent, which has been
considered in our analysis of probable recoveries. Some of our insurance
carriers have challenged our right to enter into settlement agreements resolving
all NARCO related asbestos claims against Honeywell. However, we believe there
is no factual or


                                       6





<Page>



legal basis for such challenges and we believe that it is probable that we will
prevail in the resolution of, or in any litigation that is brought regarding
these disputes and, as of September 30, 2003, we have recognized approximately
$550 million in probable insurance recoveries from these carriers. We made
judgments concerning insurance coverage that we believe are reasonable and
consistent with our historical dealings with our insurers, our knowledge of any
pertinent solvency issues surrounding insurers and various judicial
determinations relevant to our insurance programs. Based on our analysis, we
recorded insurance recoveries that are deemed probable through 2018 of $1.8
billion. A portion of this insurance has been received, primarily from Equitas,
as discussed below.

     During the nine months ended September 30, 2003, we made asbestos related
payments of $467 million, including legal fees. During the nine months ended
September 30, 2003, we received $477 million in insurance reimbursements
including $472 million in cash received from Equitas related to a comprehensive
policy buy-back settlement of all insurance claims by Honeywell against Equitas.
The settlement resolves all claims by Honeywell against Equitas arising from
asbestos claims related to NARCO and Bendix.

     Projecting future events is subject to many uncertainties that could cause
the NARCO related asbestos liabilities to be higher or lower than those
projected and recorded. There is no assurance that ongoing settlement
negotiations will be successfully completed, that a plan of reorganization will
be proposed or confirmed, that insurance recoveries will be timely or whether
there will be any NARCO related asbestos claims beyond 2018. Given the inherent
uncertainty in predicting future events, we plan to review our estimates
periodically, and update them based on our experience and other relevant
factors. Similarly we will reevaluate our projections concerning our probable
insurance recoveries in light of any changes to the projected liability or other
developments that may impact insurance recoveries.

     In October 2003, we received approximately $150 million in cash from
various insurance companies related to our NARCO asbestos claims.

     We are monitoring proposals for federal asbestos legislation pending in the
United States Congress. Due to the uncertainty surrounding the proposed
legislation, it is not possible at this point in time to determine what impact
such legislation would have on the NARCO bankruptcy strategy, the proposed
transaction with Federal-Mogul, or our asbestos liabilities and related
insurance recoveries.


                                       7





<Page>



                              EXHIBIT A-1 - FORM OF
                                REVOLVING CREDIT
                                 PROMISSORY NOTE


                                                    Dated: _______________, 200_

          FOR VALUE RECEIVED, the undersigned, [NAME OF BORROWER], a
______________________ corporation (the "Borrower"), HEREBY PROMISES TO PAY to
the order of ______________________ (the "Lender") for the account of its
Applicable Lending Office on the Termination Date (each as defined in the Credit
Agreement referred to below) the aggregate principal amount of the Revolving
Credit Advances made by the Lender to the Borrower pursuant to the Five Year
Credit Agreement dated as of November 26, 2003 among Honeywell International
Inc., the Lender and certain other lenders parties thereto, and Citibank, N.A.,
as Agent for the Lender and such other lenders (as amended or modified from time
to time, the "Credit Agreement"; the terms defined therein being used herein as
therein defined) outstanding on such 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 in respect of each Revolving Credit
Advance (i) in Dollars are payable in lawful money of the United States of
America to Citibank, N.A., as Agent, at 388 Greenwich Street, New York, New
York, 10013, in same day funds and (ii) in any Major Currency are payable in
such currency at the applicable Payment Office 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 Dollar amount first above mentioned or
the Equivalent thereof in one or more Major Currencies, the indebtedness of the
Borrower resulting from each such Revolving Credit Advance being evidenced by
this Promissory Note, (ii) contains provisions for determining the Dollar
Equivalent of Revolving Credit Advances denominated in Major Currencies and
(iii) 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.





<Page>



          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.

                                        [NAME OF BORROWER]


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


                                       2





<Page>



                       ADVANCES AND PAYMENTS OF PRINCIPAL

<TABLE>
<CAPTION>
                                                  Amount of
                      Amount of                   Principal     Unpaid
        Type of       Advance in      Interest      Paid      Principal   Notation
 DATE   Advance   Relevant Currency     Rate     or Prepaid    Balance    Made By
----------------------------------------------------------------------------------
<S>     <C>       <C>                 <C>        <C>          <C>         <C>

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

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</TABLE>


                                       3





<Page>



                              EXHIBIT A-2 - FORM OF
                                 COMPETITIVE BID
                                 PROMISSORY NOTE

                                                    Dated: _______________, 200_

          FOR VALUE RECEIVED, the undersigned, [NAME OF BORROWER], a
_________________________ 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 Five Year Credit Agreement dated as
of November 26, 2003 among Honeywell International Inc., the Lender and certain
other lenders parties thereto, and Citibank, N.A., as Agent for the Lender and
such other lenders (as amended or modified from time to time, the "Credit
Agreement"; the terms defined therein being used herein as therein defined)), on
_______________, the principal amount of [U.S.$_______________] [for a
Competitive Bid Advance in a Foreign Currency, list currency and amount of such
Advance].

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

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

          Interest Payment Date or Dates: ______________

          Both principal and interest are payable in lawful money of
________________ to Citibank, N.A., as Agent, for the account of the Lender at
the office of __________________, at __________________ 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.

                                        [NAME OF BORROWER]


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





<Page>



                         EXHIBIT B-1 - FORM OF NOTICE OF
                           REVOLVING CREDIT BORROWING

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

Attention: Bank Loan Syndication

Ladies and Gentlemen:

          The undersigned, [Name of Borrower], refers to the Five Year Credit
Agreement, dated as of November 26, 2003 (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, and
Citibank, N.A., as Agent for said Lenders, 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] [Eurocurrency Rate Advances].

          (iii) The aggregate amount of the Proposed Revolving Credit Borrowing
     is [$_______________] [for a Revolving Credit Borrowing in a Major
     Currency, list currency and amount of Revolving Credit Borrowing].

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





<Page>



          The undersigned hereby certifies that the conditions precedent to this
Revolving Credit Borrowing set forth in Section 3.04 of the Credit Agreement
have been satisfied and the applicable statements contained therein are true on
the date hereof, and will be true on the date of the Proposed Revolving Credit
Borrowing.

                                        Very truly yours,

                                        [NAME OF BORROWER]


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


                                       2





<Page>



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


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

Attention: Bank Loan Syndication

Ladies and Gentlemen:

          The undersigned, [Name of Borrower], refers to the Five Year Credit
Agreement, dated as of November 26, 2003 (as amended or modified from time to
time, the "Credit Agreement", the terms defined therein being used herein as
therein defined), among Honeywell International Inc., certain Lenders parties
thereto and Citibank, N.A., as Agent for said Lenders, 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) Aggregate Amount of Competitive Bid Borrowing   __________________

          (C) [Maturity Date] [Interest Period]               __________________

          (D) Interest Rate Basis                             __________________

          (E) Day Count Convention                            __________________

          (F) Interest Payment Date(s)                        __________________

          (G) [Currency]                                      __________________

          (H) Borrower's Account Location                     __________________

          (I) ___________________                             __________________

          The undersigned hereby certifies that the conditions precedent to this
Competitive Bid Borrowing set forth in Section 3.05 of the Credit Agreement have
been satisfied and the applicable statements contained therein are true on the
date hereof, and will be true on the date of the Proposed Competitive Bid
Borrowing.





<Page>



          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,

                                        [NAME OF BORROWER]


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


                                       2





<Page>



                               EXHIBIT C - FORM OF
                            ASSIGNMENT AND ACCEPTANCE

                                                            Dated: _____________

          Reference is made to the Five Year Credit Agreement dated as of
November 26, 2003 (as amended or modified from time to time, the "Credit
Agreement") among Honeywell International Inc., a Delaware corporation (the
"Borrower"), the Lenders (as defined in the Credit Agreement), and Citibank,
N.A., as agent (the "Agent") for the Lenders. Terms defined in the Credit
Agreement are used herein with the same meaning.

          ____________ (the "Assignor") and ____________ (the "Assignee") agree
as follows:

          1. The Assignor hereby sells and assigns to the Assignee, and the
Assignee hereby purchases and assumes from the Assignor, 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 the
outstanding rights and obligations under the Credit Agreement (including, in the
case of an assignment of any Revolving Credit Commitment, participations in
Letters of Credit held by the Assignor on the date hereof) set forth on Schedule
1 hereto. After giving effect to such sale and assignment, the Assignee's
Revolving Credit Commitment and Letter of Credit Commitment and the amount of
the Revolving Credit Advances in each relevant currency 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 any other instrument or document furnished pursuant thereto 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, the Credit Agreement 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 any Borrower or the performance or observance by such Borrower of
any of its obligations under the Credit Agreement or any other instrument or
document furnished pursuant thereto; [and (iv) attaches the Revolving Credit
Note held by the Assignor and requests that the Agent obtain from the Borrower a
new Revolving Credit Note payable to the order of the Assignee with respect to
the aggregate principal amount of the Revolving Credit Advances assumed by such
Assignee pursuant hereto, substantially in the form of Exhibit A-1 to the Credit
Agreement].

          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(e) thereof and such other documents and information as it has
deemed appropriate to make its own credit analysis and decision to enter into
this Assignment and Acceptance; (ii) agrees that it will, independently and
without reliance upon the Agent, the Assignor or any other Lender and based





<Page>



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 the Agent to take such action as agent on its behalf and
to exercise such powers and discretion under the Credit Agreement as are
delegated to the 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 Agent for acceptance and recording by the Agent. The
effective date for this Assignment and Acceptance (the "Effective Date") shall
be the date of acceptance hereof by the Agent, unless otherwise specified on
Schedule 1 hereto.

          5. Upon such acceptance and recording by the 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, provided, however,
that the Assignor's rights under Sections 2.11, 2.14 and 9.04 of the Credit
Agreement, and its obligations under Section 8.05 of the Credit Agreement, shall
survive the assignment pursuant to this Assignment and Acceptance as to matters
occurring prior to the Effective Date.

          6. Upon such acceptance and recording by the Agent, from and after the
Effective Date, the 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 any
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.


                                       2





<Page>



                                   Schedule 1
                                       to
                            Assignment and Acceptance

                                                           Dated:_______________

<TABLE>
<S>                                                                       <C>
Section 1.

             Percentage interest assigned:                                   _____%

             Assignee's Revolving Credit Commitment:                            $__________

             Assignee's Letter of Credit Commitment:                            $__________

Section 2.

(a)  Assigned Advances

             Aggregate outstanding principal amount of Revolving Credit

             Advances in Dollars assigned:                                      $__________

             Aggregate outstanding principal amount of Revolving Credit
             Advances in lawful currency of the United Kingdom of Great
             Britain and Northern Ireland assigned:                           'L'__________

             Aggregate outstanding principal amount of Revolving Credit
             Advances in lawful currency of Japan assigned:                   'Y'__________

             Aggregate outstanding principal amount of Revolving Credit
             Advances in Euros assigned:                                      'E'__________

(b)  Retained Advances

             Aggregate outstanding principal amount of Revolving Credit
             Advances in Dollars retained:                                      $_________

             Aggregate outstanding principal amount of Revolving Credit
             Advances in lawful currency of the United Kingdom of Great
             Britain and Northern Ireland retained:                           'L'_________

             Aggregate outstanding principal amount of Revolving Credit
             Advances in lawful currency of Japan retained:                   'Y'_________

             Aggregate outstanding principal amount of Revolving Credit
             Advances in Euros retained:                                      'E'_________
</TABLE>


                                       3





<Page>



             Effective Date(1):
                                ---------------

                                        [NAME OF ASSIGNOR], as Assignor


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

                                        Dated:
                                               ---------------


                                        [NAME OF ASSIGNEE], as Assignee


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

                                        Dated:
                                               ---------------

                                        Domestic Lending Office:
                                              [Address]

                                        Eurocurrency Lending Office:
                                               [Address]


Consented to this __________ day
of _______________

[NAME OF BORROWER]


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

----------
(1)  This date should be no earlier than five Business Days after the delivery
     of this Assignment and Acceptance to the Agent.


                                       4





<Page>



                     EXHIBIT D - FORM OF DESIGNATION LETTER

                                                           [DATE]

To each of the Lenders
   parties to the
   Credit Agreement (as defined
   below) and to Citibank, N.A.,
   as Agent for such Lenders

Ladies and Gentlemen:

          Reference is made to the Five Year Credit Agreement dated as of
November 26, 2003 among Honeywell International Inc. (the "Company"), the
Lenders named therein, and Citibank, N.A., as Agent for said Lenders (the
"Credit Agreement"). For convenience of reference, terms used herein and defined
in the Credit Agreement shall have the respective meanings ascribed to such
terms in the Credit Agreement.

          Please be advised that the Company hereby designates its undersigned
Subsidiary, ____________ ("Designated Subsidiary"), as a "Designated Subsidiary"
under and for all purposes of the Credit Agreement.

          The Designated Subsidiary, in consideration of each Lender's agreement
to extend credit to it under and on the terms and conditions set forth in the
Credit Agreement, does hereby assume each of the obligations imposed upon a
"Designated Subsidiary" and a "Borrower" under the Credit Agreement and agrees
to be bound by the terms and conditions of the Credit Agreement. In furtherance
of the foregoing, the Designated Subsidiary hereby represents and warrants to
each Lenders as follows:

          1. The Designated Subsidiary is a corporation duly incorporated,
     validly existing and in good standing under the laws of __________________
     and is duly qualified to transact business in all jurisdictions in which
     such qualification is required.

          2. The execution, delivery and performance by the Designated
     Subsidiary of this Designation Letter, the Credit Agreement, its Notes and
     the consummation of the transactions contemplated thereby, are within the
     Designated Subsidiary's corporate powers, have been duly authorized by all
     necessary corporate action, and do not and will not cause or constitute a
     violation of any provision of law or regulation or any provision of the
     charter or by-laws of the Designated Subsidiary or result in the breach of,
     or constitute a default or require any consent under, or result in the
     creation of any lien, charge or encumbrance upon any of the properties,
     revenues, or assets of the Designated Subsidiary pursuant to, any indenture
     or other agreement or instrument to which the Designated Subsidiary is a
     party or by which the Designated Subsidiary or its property may be bound or
     affected.

          3. This Designation Agreement and each of the Notes of the Designated
     Subsidiary, when delivered, will have been duly executed and delivered, and
     this





<Page>



     Designation Letter, the Credit Agreement and each of the Notes of the
     Designated Subsidiary, when delivered, will constitute a legal, valid and
     binding obligation of the Designated Subsidiary enforceable against the
     Designated Subsidiary in accordance with their respective terms except to
     the extent that such enforcement may be limited by applicable bankruptcy,
     insolvency and other similar laws affecting creditors' rights generally.

          4. There is no action, suit, investigation, litigation or proceeding
     including, without limitation, any Environmental Action, pending or to the
     knowledge of the Designated Subsidiary Threatened affecting the Designated
     Subsidiary before any court, governmental agency or arbitration that (i) is
     reasonably likely to have a Material Adverse Effect, or (ii) purports to
     effect the legality, validity or enforceability of this Designation Letter,
     the Credit Agreement, any Note of the Designated Subsidiary or the
     consummation of the transactions contemplated thereby.

          5. No authorizations, consents, approvals, licenses, filings or
     registrations by or with any governmental authority or administrative body
     are required in connection with the execution, delivery or performance by
     the Designated Subsidiary of this Designation Letter, the Credit Agreement
     or the Notes of the Designated Subsidiary except for such authorizations,
     consents, approvals, licenses, filings or registrations as have heretofore
     been made, obtained or effected and are in full force and effect.


                                       2





<Page>



          6. The Designated Subsidiary is not, and immediately after the
     application by the Designated Subsidiary of the proceeds of each Advance
     will not be, (a) an "investment company" within the meaning of the
     Investment Company Act of 1940, as amended, or (b) a "holding company"
     within the meaning of the Public Utility Holding Company Act of 1935, as
     amended.

                                        Very truly yours,

                                        HONEYWELL INTERNATIONAL INC.


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


                                        [THE DESIGNATED SUBSIDIARY]


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


                                       3





<Page>



                 EXHIBIT E - FORM OF ACCEPTANCE BY PROCESS AGENT
                          [Letterhead of Process Agent]

                                                           [Date]

To each of the Lenders parties
to the Credit
Agreement (as defined
below) and to Citibank, N.A.,
as Agent for said Lenders

                         [Name of Designated Subsidiary]

Ladies and Gentlemen:

          Reference is made to (i) that certain Five Year Credit Agreement dated
as of November 26, 2003 among Honeywell International Inc., the Lenders named
therein, and Citibank, N.A., as Agent (such Credit Agreement as it may hereafter
be amended, supplemented or otherwise modified from time to time, being the
"Credit Agreement"; the terms defined therein being used herein as therein
defined), and (ii) to the Designation Letter, dated _________, pursuant to which
__________ has become a Borrower.

          Pursuant to Section 9.12 of the Credit Agreement to which __________
has become subject pursuant to its Designation Letter, __________ has appointed
the undersigned (with an office on the date hereof at 1633 Broadway, New York,
New York 10019, United States) as Process Agent to receive on behalf of
______________ and its property service of copies of the summons and complaint
and any other process which may be served in any action or proceeding in any New
York State or Federal court sitting in New York City arising out of or relating
to the Credit Agreement.

          The undersigned hereby accepts such appointment as Process Agent and
agrees with each of you that (i) the undersigned will not terminate or abandon
the undersigned agency as such Process Agent without at least six months prior
notice to the Agent (and hereby acknowledges that the undersigned has been
retained for its services as Process Agent through __________ __, 2008), (ii)
the undersigned will maintain an office in New York City through such date and
will give the Agent prompt notice of any change of address of the undersigned,
(iii) the undersigned will perform its duties as Process Agent to receive on
behalf of ______________ and its property service of copies of the summons and
complaint and any other process which may be served in any action or proceeding
in any New York State or Federal court sitting in New York City arising out of
or relating to the Credit Agreement and (iv) the undersigned will forward
forthwith to ______________ at its address at ________________ or, if different,
its then current address, copies of any summons, complaint and other process
which the undersigned receives in connection with its appointment as Process
Agent.





<Page>



          This acceptance and agreement shall be binding upon the undersigned
and all successors of the undersigned.

                                        Very truly yours,

                                        [PROCESS AGENT]


                                        By
                                          --------------------------------------


                                       2





<Page>



                           EXHIBIT F - FORM OF OPINION
                               OF GAIL E. LEHMAN,
                    ASSISTANT GENERAL COUNSEL FOR THE COMPANY

                                                            __________ __, 2003

To each of the Lenders parties
   to the Credit Agreement
   (as defined below),
   and to Citibank, N.A.,
   as Agent for said Lenders

                          Honeywell International Inc.

Ladies and Gentlemen:

          This opinion is furnished to you pursuant to Section 3.01(e)(iv) of
the Five Year Credit Agreement dated as of November 26, 2003 among Honeywell
International Inc. (the "Company"), the Lenders parties thereto, and Citibank,
N.A., as Agent for said Lenders (the "Credit Agreement"). Terms defined in the
Credit Agreement are, unless otherwise defined herein, used herein as therein
defined.

          I have acted as counsel for the Company in connection with the
preparation, execution and delivery of the Credit Agreement.

          In that connection I have examined:

          (1) The Credit Agreement.

          (2) The documents furnished by the Company pursuant to Article III of
     the Credit Agreement, including the Certificate of Incorporation of the
     Company and all amendments thereto (the "Charter") and the By-laws of the
     Company and all amendments thereto (the "By-laws").

          (3) A certificate of the Secretary of State of the State of Delaware,
     dated ____________, 2003, attesting to the continued corporate existence
     and good standing of the Company in that State.

I have also examined the originals, or copies certified to my satisfaction, of
such corporate records of the Company (including resolutions adopted by the
Board of Directors of the Company), certificates of public officials and of
officers of the Company, and agreements, instruments and documents, as I have
deemed necessary as a basis for the opinions hereinafter expressed. As to
questions of fact material to such opinions, I have, when relevant facts were
not





<Page>



independently established by me, relied upon certificates of the Company or
its officers or of public officials. I have assumed the due execution and
delivery, pursuant to due authorization, of the Credit Agreement by the Initial
Lenders and the Agent.

          I am qualified to practice law in the State of New York,
and I do not purport to be expert in, or to express any
opinion herein concerning, any laws other than the laws of the State of New
York, the General Corporation Law of the State of Delaware and the Federal laws
of the United States.

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

          1. The Company (a) is a corporation duly organized, validly existing
     and in good standing under the laws of the State of Delaware, (b) is duly
     qualified as a foreign corporation in each other jurisdiction in which it
     owns or leases property or in which the conduct of its business requires it
     to so qualify or be licensed and (c) has all requisite corporate power and
     authority to own or lease and operate its properties and to carry on its
     business as now conducted and as proposed to be conducted.

          2. The execution, delivery and performance by the Company of the
     Credit Agreement and the Notes of the Company, and the consummation of the
     transactions contemplated thereby, are within the Company's corporate
     powers, have been duly authorized by all necessary corporate action, and do
     not (i) contravene the Charter or the By-laws or (ii) violate any law
     (including, without limitation, the Securities Exchange Act of 1934 and the
     Racketeer Influenced and Corrupt Organizations Chapter of the Organized
     Crime Control Act of 1970), rule, regulation (including, without
     limitation, Regulation X of the Board of Governors of the Federal Reserve
     System) or any material order, writ, judgment, decree, determination or
     award or (iii) conflict with or result in the breach of, or constitute a
     default under, any material indenture, loan or credit agreement, lease,
     mortgage, security agreement, bond, note or any similar document. The
     Credit Agreement and the Notes of the Company have been duly executed and
     delivered on behalf of the Company.

          3. No authorization, approval, or other action by, and no notice to or
     filing with, any governmental authority, administrative agency or
     regulatory body, or any third party is required for the due execution,
     delivery and performance by the Company of the Credit Agreement or the
     Notes of the Company, or for the consummation of the transactions
     contemplated thereby.

          4. The Credit Agreement is, and each Note of the Company when
     delivered under the Credit Agreement will be, the legal, valid and binding
     obligation of the Company enforceable against the Company in accordance
     with their respective terms, except as the enforceability thereof may be
     limited by bankruptcy, insolvency, reorganization or moratorium or other
     similar laws relating to the enforcement of creditors' rights generally or
     by the application of general principles of equity (regardless of whether
     such enforceability is considered in a proceeding in equity or at law), and


                                       2





<Page>



     except that I express no opinion as to (i) the subject matter jurisdiction
     of the District Courts of the United States of America to adjudicate any
     controversy relating to the Credit Agreement or the Notes of the Company or
     (ii) the effect of the law of any jurisdiction (other than the State of New
     York) wherein any Lender or Applicable Lending Office may be located or
     wherein enforcement of the Credit Agreement or the Notes of the Company may
     be sought which limits rates of interest which may be charged or collected
     by such Lender.

          5. There is no action, suit, investigation, litigation or proceeding
     against the Company or any of its Subsidiaries before any court,
     governmental agency or arbitrator now pending or, to the best of my
     knowledge, Threatened that is reasonably likely to have a Material Adverse
     Effect (other than the Disclosed Litigation) or that purports to affect the
     legality, validity or enforceability of the Credit Agreement or any Note of
     the Company or the consummation of the transactions contemplated thereby,
     and there has been no adverse change in the status, or financial effect on
     the Company or any of its Subsidiaries, of the Disclosed Litigation from
     that described on Schedule 3.01(b) of the Credit Agreement.

          6. The Company is not an "investment company" within the meaning of
     the Investment Company Act of 1940, as amended.

          7. The Company is not a "holding company" within the meaning of the
     Public Utility Holding Company Act of 1935, as amended.

          In connection with the opinions expressed by me above in paragraph 4,
I wish to point out that (i) provisions of the Credit Agreement that permit the
Agent or any Lender to take action or make determinations may be subject to a
requirement that such action be taken or such determinations be made on a
reasonable basis and in good faith, (ii) that a party to whom an advance is owed
may, under certain circumstances, be called upon to prove the outstanding amount
of the Advances evidenced thereby and (iii) the rights of the Agent and the
Lenders provided for in Section 9.04(b) of the Credit Agreement may be limited
in certain circumstances.

                                        Very truly yours,


                                       3





<Page>



                     EXHIBIT G - FORM OF OPINION OF COUNSEL
                           TO A DESIGNATED SUBSIDIARY

                                                             ____________, 20 __

To each of the Lenders parties
   to the Credit Agreement
   (as defined below),
   and to Citibank, N.A., as Agent
   for said Lenders

Ladies and Gentlemen:

          In my capacity as counsel to _____________________ ("Designated
Subsidiary"), I have reviewed that certain Five Year Credit Agreement dated as
of November 26, 2003 among Honeywell International Inc., the Lenders named
therein, and Citibank, N.A., as Agent for such Lenders (the "Credit Agreement").
In connection therewith, I have also examined the following documents:

          (i) The Designation Letter (as defined in the Credit Agreement)
     executed by the Designated Subsidiary.

          [such other documents as counsel may wish to refer to]

          I have also reviewed such matters of law and examined the original,
certified, conformed or photographic copies of such other documents, records,
agreements and certificates as I have considered relevant hereto.

          Except as expressly specified herein all terms used herein and defined
in the Credit Agreement shall have the respective meanings ascribed to them in
the Credit Agreement.

          Based upon the foregoing, I am of the opinion that:

          1. The Designated Subsidiary (a) is a corporation duly incorporated,
     validly existing and in good standing under the laws of
     _________________________, (b) is duly qualified in each other jurisdiction
     in which it owns or leases property or in which the conduct of its business
     requires it to so qualify or be licensed and (c) has all requisite
     corporate power and authority to own or lease and operate its properties
     and to carry on its business as now conducted and as proposed to be
     conducted.

          2. The execution, delivery and performance by the Designated
     Subsidiary of its Designation Letter, the Credit Agreement and its Notes,
     and the consummation of the transactions contemplated thereby, are within
     the Designated Subsidiary's corporate powers, have been duly authorized by
     all necessary corporate action, and do not and will not cause or constitute
     a violation of any provision of law or regulation or any material





<Page>



     order, writ, judgment, decree, determination or award or any provision of
     the charter or by-laws or other constituent documents of the Designated
     Subsidiary or result in the breach of, or constitute a default or require
     any consent under, or result in the creation of any lien, charge or
     encumbrance upon any of the properties, revenues, or assets of the
     Designated Subsidiary pursuant to, any material indenture or other
     agreement or instrument to which the Designated Subsidiary is a party or by
     which the Designated Subsidiary or its property may be bound or affected.
     The Designation Letter and each Note of the Designated Subsidiary has been
     duly executed and delivered on behalf of the Designated Subsidiary.

          3. The Credit Agreement and the Designation Letter of the Designated
     Subsidiary are, and each Note of the Designated Subsidiary when delivered
     under the Credit Agreement will be, the legal, valid and binding obligation
     of the Designated Subsidiary enforceable in accordance with their
     respective terms, except as the enforceability thereof may be limited by
     bankruptcy, insolvency, reorganization or moratorium or other similar laws
     relating to the enforcement of creditors' rights generally or by the
     application of general principles of equity (regardless of whether such
     enforceability is considered in a proceeding in equity or at law), and
     except that I express no opinion as to (i) the subject matter jurisdiction
     of the District Courts of the United States of America to adjudicate any
     controversy relating to the Credit Agreement, the Designation Letter of the
     Designated Subsidiary or the Notes of the Designated Subsidiary or (ii) the
     effect of the law of any jurisdiction (other than the State of New York)
     wherein any Lender or Applicable Lending Office may be located or wherein
     enforcement of the Credit Agreement, the Designation Letter of the
     Designated Subsidiary or the Notes of the Designated Subsidiary may be
     sought which limits rates of interest which may be charged or collected by
     such Lender.

          4. There is no action, suit, investigation, litigation or proceeding
     at law or in equity before any court, governmental agency or arbitration
     now pending or, to the best of my knowledge and belief, Threatened against
     the Designated Subsidiary that is reasonably likely to have a Material
     Adverse Effect or that purports to affect the legality, validity or
     enforceability of the Designation Letter of the Designated Subsidiary, the
     Credit Agreement or any Note of the Designated Subsidiary or the
     consummation of the transactions contemplated thereby.

          5. No authorizations, consents, approvals, licenses, filings or
     registrations by or with any governmental authority or administrative body
     are required for the due execution, delivery and performance by the
     Designated Subsidiary of its Designation Letter, the Credit Agreement or
     the Notes of the Designated Subsidiary except for such authorizations,
     consents, approvals, licenses, filings or registrations as have heretofore
     been made, obtained or affected and are in full force and effect.

          6. The Designated Subsidiary is not an "investment company" within the
     meaning of the Investment Company Act of 1940, as amended.


                                       2





<Page>



          7. The Designated Subsidiary is not a "holding company" within the
     meaning of the Public Utility Holding Company Act of 1935, as amended.

          In connection with the opinions expressed by me above in paragraph 3,
I wish to point out that (i) provisions of the Credit Agreement which permit the
Agent or any Lender to take action or make determinations may be subject to a
requirement that such action be taken or such determinations be made on a
reasonable basis and in good faith, (ii) a party to whom an advance is owed may,
under certain circumstances, be called upon to prove the outstanding amount of
the Advances evidenced thereby and (iii) the rights of the Agent and the Lenders
provided for in Section 9.04(b) of the Credit Agreement may be limited in
certain circumstances.

                                        Very truly yours,


                                       3





<Page>



                           EXHIBIT H - FORM OF OPINION
                           OF SHEARMAN & STERLING LLP,
                              COUNSEL TO THE AGENT

                                [S&S LETTERHEAD]

                                                           ____________ __, 2003

To the Initial Lenders party to the
   Credit Agreement referred
   to below and to Citibank, N.A.,
   as Agent

Ladies and Gentlemen:

          We have acted as special New York counsel to Citibank, N.A., as Agent,
in connection with the preparation, execution and delivery of the Five Year
Credit Agreement dated as of November 26, 2003 (the "Credit Agreement"), among
Honeywell International Inc., a Delaware corporation (the "Company"), and each
of you (each a "Lender"). Unless otherwise defined herein, terms defined in the
Credit Agreement are used herein as therein defined.

          In that connection, we have examined a counterpart of the Credit
Agreement executed by the Company, the Revolving Credit Notes executed by the
Company and delivered on the date hereof (for purposes of this opinion letter,
the "Notes") and, to the extent relevant to our opinion expressed below, the
other documents delivered by the Company pursuant to Section 3.01 of the Credit
Agreement.

          In our examination of the Credit Agreement, the Notes and such other
documents, we have assumed, without independent investigation (a) the due
execution and delivery of the Credit Agreement by all parties thereto and of the
Notes by the Company, (b) the genuineness of all signatures, (c) the
authenticity of the originals of the documents submitted to us and (d) the
conformity to originals of any documents submitted to us as copies.

          In addition, we have assumed, without independent investigation, that
(i) the Company is duly organized and validly existing under the laws of the
jurisdiction of its organization and has full power and authority (corporate and
otherwise) to execute, deliver and perform the Credit Agreement and the Notes
and (ii) the execution, delivery and performance by the Company of the Credit
Agreement and the Notes have been duly authorized by all necessary action
(corporate or otherwise) and do not (A) contravene the certificate of
incorporation, bylaws or other constituent documents of the Company, (B)
conflict with or result in the breach of any document or instrument binding on
the Company or (C) violate or require any governmental or regulatory
authorization or other action under any law, rule or regulation applicable to
the Company other than New York law or United States federal law applicable to
borrowers generally or, assuming the correctness of the Company's statements
made as representations and





<Page>



warranties in Section 4.01(c) of the Credit Agreement, applicable to the
Company. We have also assumed that the Credit Agreement is the legal, valid and
binding obligation of each Lender, enforceable against such Lender in accordance
with its terms.

          Based upon the foregoing examination and assumptions and upon such
other investigation as we have deemed necessary and subject to the
qualifications set forth below, we are of the opinion that the Credit Agreement
and each of the Notes are the legal, valid and binding obligations of the
Company, enforceable against the Company in accordance with their respective
terms.

          Our opinion above is subject to the following qualifications:

               (i) Our opinion above is subject to the effect of any applicable
          bankruptcy, insolvency (including, without limitation, all laws
          relating to fraudulent transfers), reorganization, moratorium or
          similar law affecting creditors' rights generally.

               (ii) Our opinion above is also subject to the effect of general
          principles of equity, including (without limitation) concepts of
          materiality, reasonableness, good faith and fair dealing (regardless
          of whether considered in a proceeding in equity or at law).

               (iii) We express no opinion as to the enforceability of the
          indemnification provisions set forth in Section 9.04 of the Credit
          Agreement to the extent enforcement thereof is contrary to public
          policy regarding the exculpation of criminal violations, intentional
          harm and acts of willful or gross negligence or recklessness.

               (iv) We also express no opinion as to the enforceability of the
          provisions of Section 9.15 of the Credit Agreement (concerning
          currency conversion for judgments, and judgments in a currency other
          than that of the primary currency).

               (v) Our opinion above is limited to the law of the State of New
          York and the federal law of the United States of America and we do not
          express any opinion herein concerning any other law. Without limiting
          the generality of the foregoing, we express no opinion as to the
          effect of the law of a jurisdiction other than the State of New York
          wherein any Lender may be located or wherein enforcement of the Credit
          Agreement or any of the Notes may be sought that limits the rates of
          interest legally chargeable or collectible.

          A copy of this opinion letter may be delivered by any of you to any
Person that becomes a Lender in accordance with the provisions of the Credit
Agreement. Any such Lender may rely on the opinion expressed above as if this
opinion letter were addressed and delivered to such Lender on the date hereof.


                                        2





<Page>



          This opinion letter speaks only as of the date hereof. We expressly
disclaim any responsibility to advise you or any other Lender who is permitted
to rely on the opinion expressed herein as specified in the next preceding
paragraph of any development or circumstance of any kind including any change of
law or fact that may occur after the date of this opinion letter even though
such development, circumstance or change may affect the legal analysis, a legal
conclusion or any other matter set forth in or relating to this opinion letter.
Accordingly, any Lender relying on this opinion letter at any time should seek
advice of its counsel as to the proper application of this opinion letter at
such time.

                                        Very truly yours,


                                        3


</TEXT>
</DOCUMENT>
