LABORATORY CORP OF AMERICA HOLDINGS
364 DAY CREDIT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.8
<SEQUENCE>3
<FILENAME>creditagreement.txt
<DESCRIPTION>364 DAY CREDIT AGREEMENT
<TEXT>
                       EXECUTION COPY


                        $150,000,000

                   364-DAY CREDIT AGREEMENT
                 dated as of January 13, 2004,
                            among


         LABORATORY CORPORATION OF AMERICA HOLDINGS,
                   THE LENDERS NAMED HEREIN
                             and
                  CREDIT SUISSE FIRST BOSTON,
                    as Administrative Agent
               --------------------------------
                  CREDIT SUISSE FIRST BOSTON,
                    as Sole Bookrunner and
                      Sole Lead Arranger

                     BANK OF AMERICA, N.A.,
                      UBS WARBURG LLC AND
                      WACHOVIA SECURITIES,
                   as Co-Syndication Agents

                        SUNTRUST BANK,
                    as Documentation Agent

[CS&M Ref No. 5865-177]
<PAGE>

TABLE OF CONTENTS
                                                       Page
                                                       ----
ARTICLE I

Definitions
SECTION 1.01.  Defined Terms.                             5
SECTION 1.02.  Terms Generally.                          18
SECTION 1.03.  Classification of Loans and Borrowings.   18

ARTICLE II

The Credits
SECTION 2.01.  Commitments.                              19
SECTION 2.02.  Loans.                                    19
SECTION 2.03.  Competitive Bid Procedure.                20
SECTION 2.04.  Borrowing Procedure.                      22
SECTION 2.05.  Evidence of Debt; Repayment of Loans.     23
SECTION 2.06.  Fees.                                     24
SECTION 2.07.  Interest on Loans.                        24
SECTION 2.08.  Default Interest.                         25
SECTION 2.09.  Alternate Rate of Interest.               25
SECTION 2.10.  Termination and Reduction of
                 Commitments.                            26
SECTION 2.11.  Conversion and Continuation of
                 Borrowings.                             26
SECTION 2.12.  Optional Prepayment.                      27
SECTION 2.13.  Reserve Requirements; Change in
                 Circumstances.                          28
SECTION 2.14.  Change in Legality.                       29
SECTION 2.15.  Break Funding.                            30
SECTION 2.16.  Pro Rata Treatment.                       30
SECTION 2.17.  Sharing of Setoffs.                       31
SECTION 2.18.  Payments.                                 31
SECTION 2.19.  Taxes.                                    32
SECTION 2.20.  Assignment of Commitments Under
                 Certain Circumstances; Duty to
                 Mitigate.                               34

ARTICLE III

Representations and Warranties
SECTION 3.01.  Organization; Powers.                     35
SECTION 3.02.  Authorization.                            35
SECTION 3.03.  Enforceability.                           35
SECTION 3.04.  Governmental Approvals.                   36
SECTION 3.05.  Financial Statements.                     36

<PAGE>
                                                       Page
                                                       ----
SECTION 3.06.  No Material Adverse Change.               36
SECTION 3.07.  Subsidiaries.                             36
SECTION 3.08.  Litigation; Compliance with Laws.         36
SECTION 3.09.  Federal Reserve Regulations.              36
SECTION 3.10.  Investment Company Act; Public
                 Utility Holding Company Act.            37
SECTION 3.11.  Use of Proceeds.                          37
SECTION 3.12.  Tax Returns.                              37
SECTION 3.13.  No Material Misstatements.                37
SECTION 3.14.  Employee Benefit Plans.                   37
SECTION 3.15.  Environmental Matters.                    37
SECTION 3.16.  Senior Indebtedness.                      38

ARTICLE IV

Conditions of Lending
SECTION 4.01.  All Borrowings .                          38
SECTION 4.02.  Closing Date                              38

ARTICLE V

Affirmative Covenants
SECTION 5.01.  Existence; Businesses and Properties.     40
SECTION 5.02.  Insurance.                                40
SECTION 5.03.  Obligations and Taxes.                    40
SECTION 5.04.  Financial Statements, Reports, etc.       40
SECTION 5.05.  Litigation and Other Notices.             41
SECTION 5.06.  Maintaining Records; Access to
                Properties and Inspections.              42
SECTION 5.07.  Use of Proceeds.                          42
SECTION 5.08.  Reportable Transactions.                  42

ARTICLE VI

Negative Covenants
SECTION 6.01.  Subsidiary Indebtedness.                  43
SECTION 6.02.  Liens.                                    44
SECTION 6.03.  Sale and Lease-Back Transactions.         45
SECTION 6.04.  Mergers, Consolidations and Sales
                 of Assets.                              45
SECTION 6.05.  Restricted Payments.                      46
SECTION 6.06.  Business of Borrower and Subsidiaries.    46
SECTION 6.07.  Interest Coverage Ratio.                  46
SECTION 6.08.  Maximum Leverage Ratio.                   46
SECTION 6.09.  Hedging Agreements                        46

<PAGE>

ARTICLE VII

Events of Default


ARTICLE VIII

The Administrative Agent


ARTICLE IX

Miscellaneous
SECTION 9.01.  Notices.                                  51
SECTION 9.02.  Survival of Agreement.                    51
SECTION 9.03.  Binding Effect.                           51
SECTION 9.04.  Successors and Assigns.                   51
SECTION 9.05.  Expenses; Indemnity.                      55
SECTION 9.06.  Right of Setoff.                          56
SECTION 9.07.  Applicable Law.                           56
SECTION 9.08.  Waivers; Amendment.                       56
SECTION 9.09.  Interest Rate Limitation.                 57
SECTION 9.10.  Entire Agreement.                         57
SECTION 9.11.  WAIVER OF JURY TRIAL.                     58
SECTION 9.12.  Severability.                             58
SECTION 9.13.  Counterparts.                             58
SECTION 9.14.  Headings.                                 58
SECTION 9.15.  Jurisdiction; Consent to Service
                 of Process.                             58
SECTION 9.16.  Confidentiality.                          59
SECTION 9.17.  Termination of Existing Credit
                 Agreement                               60

SCHEDULES

Schedule 2.01	Lenders and Commitments
Schedule 3.07	Subsidiaries

<PAGE>

EXHIBITS

Exhibit A	Form of Administrative Questionnaire
Exhibit B	Form of Assignment and Acceptance
Exhibit C	Form of Borrowing Request
Exhibit D-1	Form of Competitive Bid Request
Exhibit D-2	Form of Notice of Competitive Bid Request
Exhibit D-3	Form of Competitive Bid
Exhibit D-4	Form of Competitive Bid Accept/Reject Letter
Exhibit E-1	Form of Opinion of Chief Legal Counsel of the
Borrower
Exhibit E-2	Form of Opinion of Hogan & Hartson L.L.P.

<PAGE>

     364-DAY CREDIT AGREEMENT dated as of January 13, 2004,
among LABORATORY CORPORATION OF AMERICA HOLDINGS, a
Delaware corporation (the "Borrower"), the Lenders (as
defined in Article I), and CREDIT SUISSE FIRST BOSTON, as
administrative agent (in such capacity, the "Administrative
Agent") for the Lenders.

     The Borrower has requested the Lenders to extend
credit in the form of Revolving Loans (such term and each
other capitalized term used but not defined herein having
the meaning given it in Article I) at any time and from
time to time prior to the Maturity Date, in an aggregate
principal amount at any time outstanding not in excess of
$150,000,000.  The Borrower has also requested the Lenders
to provide a procedure pursuant to which the Borrower may
invite the Lenders to bid on an uncommitted basis on short-
term borrowings by the Borrower.  The proceeds of the Loans
are to be used solely for general corporate purposes of the
Borrower and its Subsidiaries, including (a) working
capital, (b) capital expenditures, (c) the funding of share
repurchases and other Restricted Payments permitted
hereunder, (d) acquisitions and (e) the repayment of all
amounts outstanding or due under the Existing Credit
Agreement.

     The Lenders are willing to extend such credit to the
Borrower on the terms and subject to the conditions set
forth herein.  Accordingly, the parties hereto agree as
follows:


ARTICLE I
Definitions

     SECTION 1.01.  Defined Terms. As used in this
Agreement, the following terms shall have the meanings
specified below:

     "ABR", when used in reference to any Loan or
Borrowing, refers to whether such Loan, or the Loans
comprising such Borrowing, are bearing interest at a rate
determined by reference to the Alternate Base Rate.

     "Acquisition" shall mean the acquisition by the
Borrower or any wholly owned Subsidiary of the Borrower of
all or substantially all of the assets of a person or line
of business of such person, or all or substantially all of
the Equity Interests of a person, in each case where the
aggregate consideration (in whatever form) payable by the
Borrower or any Subsidiary exceeds $10,000,000.

     "Administrative Agent Fees" shall have the meaning
assigned to such term in Section 2.06(b).

     "Administrative Questionnaire" shall mean an
Administrative Questionnaire in the form of Exhibit A, or
such other form as may be supplied from time to time by the
Administrative Agent.

     "Affiliate" shall mean, when used with respect to a
specified person, another person that directly, or
indirectly through one or more intermediaries, Controls or
is Controlled by or is under common Control with the person
specified.

     "Aggregate Revolving Credit Exposure" shall mean the
aggregate amount of the Lenders' Revolving Credit
Exposures.

     "Alternate Base Rate" shall mean, for any day, a rate
per annum equal to the greater of (a) the Prime Rate in
effect on such day and (b) the Federal Funds Effective Rate
in effect on such day plus 1/2 of 1%.  Any change in the
Alternate Base Rate due to a change in the Prime Rate or
the Federal Funds Effective Rate shall be effective on the
effective date of such change in the Prime Rate or the
Federal Funds Effective Rate, respectively.

     "Applicable Percentage" shall mean, for any day, with
respect to any Eurodollar Loan (other than any Eurodollar
Competitive Loan) or ABR Loan, or with respect to the
Facility Fees, as the case may be, the applicable
percentage set forth below under the caption "Eurodollar
Spread", "ABR Spread" or "Facility Fee Percentage", as the
case may be, based upon the rating by S&P applicable on
such date to the Index Debt:


  S&P Rating     Eurodollar     ABR Spread    Facility Fee
                   Spread                      Percentage
  ----------     ----------     ----------    ------------
Category 1
----------
Equal to or
greater than A-     0.545%          0.00%         0.080%

Category 2
----------
BBB+                0.650%          0.00%         0.100%

Category 3
----------
BBB                 0.875%          0.00%         0.125%

Category 4
----------
BBB-                1.200%         0.200%         0.175%

Category 5
----------
Less than BBB-      1.525%         0.525%         0.225%


     For purposes of the foregoing, (i) if S&P shall not
have in effect a rating for the Index Debt (other than by
reason of the circumstances referred to in the last
sentence of this definition), then S&P shall be deemed to
have established a rating in Category 5; and (ii) if the
rating established or deemed to have been established by
S&P for the Index Debt shall be changed (other than as a
result of a change in the rating system of S&P), such
change shall be effective as of the date on which it is
first announced by S&P.  Each change in the Applicable
Percentage shall apply during the period commencing on the
effective date of such change and ending on the date
immediately preceding the effective date of the next such
change.  If the rating system of S&P shall change, or if
S&P shall cease to be in the business of rating corporate
debt obligations, the Borrower and the Lenders shall
negotiate in good faith to amend this definition to reflect
such changed rating system or the non-availability of a
rating from S&P and, pending the effectiveness of any such
amendment, the Applicable Percentage shall be determined by
reference to the rating most recently in effect prior to
such change or cessation.

     "Assignment and Acceptance" shall mean an assignment
and acceptance entered into by a Lender and an assignee
(with the consent of any party whose consent is required by
Section 9.04), and accepted by the Administrative Agent, in
the form of Exhibit B or such other form as shall be
approved by the Administrative Agent.

     "Board" shall mean the Board of Governors of the
Federal Reserve System of the United States of America.

     "Borrowing" shall mean (a) Loans of the same Type
made, converted or continued on the same date and, in the
case of Eurodollar Loans, as to which a single Interest
Period is in effect or (b) a Borrowing described in the
definition of the term "Competitive Borrowing".

     "Borrowing Request" shall mean a request by the
Borrower in accordance with the terms of Section 2.04.

     "Business Day" shall mean any day other than a
Saturday, Sunday or day on which banks in New York City are
authorized or required by law to close; provided, however,
that when used in connection with a Eurodollar Loan, the
term "Business Day" shall also exclude any day on which
banks are not open for dealings in dollar deposits in the
London interbank market.

     "Capital Lease Obligations" of any person shall mean
the obligations of such person to pay rent or other amounts
under any lease of (or other arrangement conveying the
right to use) real or personal property, or a combination
thereof, which obligations are required to be classified
 and accounted for as capital leases on a balance sheet of
such person under GAAP, and the amount of such obligations
shall be the capitalized amount thereof determined in
accordance with GAAP.

     A "Change in Control" shall be deemed to have occurred
if (a)any person or group (within the meaning of Rule 13d-5
of the Securities Exchange Act of 1934 as in effect on the
date hereof) shall own directly or indirectly, beneficially
or of record, shares representing more than 40% of the
aggregate ordinary voting power represented by the issued
and outstanding capital stock of the Borrower or (b)a
majority of the seats (other than vacant seats) on the
board of directors of the Borrower shall at any time be
occupied by persons who were neither (i)nominated by the
board of directors of the Borrower, nor (ii)appointed by
directors so nominated.

     "Change in Law" shall mean (a) the adoption of any
law, rule or regulation after the date of this Agreement,
(b) any change in any law, rule or regulation or in the
interpretation or application thereof by any Governmental
Authority after the date of this Agreement or (c)
compliance by any Lender (or, for purposes of Section 2.13,
by any lending office of such Lender or by such Lender's
holding company, if any) with any request, guideline or
directive (whether or not having the force of law) of any
Governmental Authority made or issued after the date of
this Agreement.

     "Closing Date" shall mean January 13, 2004.

     "Code" shall mean the Internal Revenue Code of 1986,
as amended from time to time.

     "Commitment" shall mean, with respect to each Lender,
the commitment of such Lender to make Loans hereunder as
set forth on Schedule 2.01, or in the Assignment and
Acceptance pursuant to which such Lender assumed its
Commitment, as applicable, as the same may be (a) reduced
from time to time pursuant to Section 2.10 and (b) reduced
or increased from time to time pursuant to assignments by
or to such Lender pursuant to Section 9.04.

     "Competitive Bid" shall mean an offer by a Lender to
make a Competitive Loan pursuant to Section 2.03(b) in the
form of Exhibit D-3.

     "Competitive Bid Accept/Reject Letter" shall mean a
notification made by the Borrower pursuant to
Section 2.03(d) in the form of Exhibit D-4.

     "Competitive Bid Rate" shall mean, as to any
Competitive Bid, (i) in the case of a Eurodollar Loan, the
Margin, and (ii) in the case of a Fixed Rate Loan, the
fixed rate of interest offered by the Lender making such
Competitive Bid.

     "Competitive Bid Request" shall mean a request made by
the Borrower pursuant to Section 2.03(a).

     "Competitive Borrowing" shall mean a Borrowing
consisting of a Competitive Loan or concurrent Competitive
Loans from the Lender or Lenders whose Competitive Bids for
such Borrowing have been accepted by the Borrower under the
bidding procedure described in Section 2.03.

     "Competitive Loan" shall mean a Loan from a Lender to
the Borrower pursuant to the bidding procedure described in
Section 2.03.  Each Competitive Loan shall be a Eurodollar
Competitive Loan or a Fixed Rate Loan.

     "Confidential Information Memorandum" shall mean the
Confidential Information Memorandum of the Borrower dated
November 2003.

     "Consolidated EBITDA" shall mean, for any period,
Consolidated Net Income for such period plus (a) without
duplication and to the extent deducted in determining such
Consolidated Net Income, the sum of (i) consolidated
interest expense net of interest income for such period,
(ii) consolidated income tax expense for such period, (iii)
all amounts attributable to depreciation and amortization
for such period and (iv) any extraordinary charges and all
non-cash write-offs and write-downs of amortizable and
depreciable items for such period, and minus (b) without
duplication, to the extent included in determining such
Consolidated Net Income, any extraordinary gains and all
non-cash items of income for such period, all determined on
a consolidated basis in accordance with GAAP.

     "Consolidated Interest Expense" shall mean, for any
period, the interest expense (including (a)  imputed
interest expense in respect of Capital Lease Obligations
and (b) the amortization of original issue discount in
connection with the Subordinated Notes and other
Indebtedness issued with original issue discount) of the
Borrower and the Subsidiaries for such period, net of
interest income, in each case  determined on a consolidated
basis in accordance with GAAP. For purposes of the
foregoing, interest expense shall be determined after
giving effect to any net payments made or received by the
Borrower or any Subsidiary with respect to interest rate
Hedging Agreements.

     "Consolidated Net Income" shall mean, for any period,
the net income or loss of the Borrower and the Subsidiaries
for such period determined on a consolidated basis in
accordance with GAAP.

     "Control" shall mean the possession, directly or
indirectly, of the power to direct or cause the direction
of the management or policies of a person, whether through
the ownership of voting securities, by contract or
otherwise, and the terms "Controlling" and "Controlled"
shall have meanings correlative thereto.

     "Default" shall mean any event or condition which upon
notice, lapse of time or both would constitute an Event of
Default.

     "dollars" or "$" shall mean lawful money of the United
States of America.

     "Environmental Laws" shall mean all laws, rules,
regulations, codes, ordinances, orders, decrees, judgments
or  injunctions issued, promulgated or entered into by any
Governmental Authority, relating to the environment, the
preservation or reclamation of natural resources, the
management or release of Hazardous Materials or to the
effect of the environment on human health and safety.

     "Environmental Liability" shall mean liabilities,
obligations, claims, actions, suits, judgments or orders
under or relating to any Environmental Law for any damages,
injunctive relief, losses, fines, penalties, fees,
expenses (including fees and expenses of attorneys and
consultants) or costs, whether contingent or otherwise,
including those arising from or relating to (a) any action
to address the on- or off-site presence, release of, or
exposure to, Hazardous Materials, (b) permitting and
licensing, governmental administrative oversight and
financial assurance requirements, (c) any personal injury
(including death), any property damage (real or personal)
or natural resource damage and (d) the violation of any
Environmental Law.

     "Equity Interests" shall mean shares of capital stock,
partnership interests, membership interests in a limited
liability company, beneficial interests in a trust or other
equity interests in any person, or any obligations
convertible into or exchangeable for, or giving any person
a right, option or warrant to acquire such equity interests
or such convertible or exchangeable obligations;
provided that the Subordinated Notes are deemed not to
constitute Equity Interests of the Borrower.

     "ERISA" shall mean the Employee Retirement Income
Security Act of 1974, as amended from time to time.

     "ERISA Affiliate" shall mean any trade or business
(whether or not incorporated) that, together with the
Borrower, is treated as a single employer under
Section 414(b) or (c) of the Code, or solely for purposes
of Section 302 of ERISA and Section 412 of the Code, is
treated as a single employer under Section 414 of the Code.

     "ERISA Event" shall mean (a) any "reportable event",
as defined in Section 4043 of ERISA or the regulations
issued thereunder, with respect to a Plan (other than an
event for which the 30-day notice period is waived); (b)
the existence with respect to any Plan of an "accumulated
funding deficiency" (as defined in Section 412 of the Code
or Section 302 of ERISA), whether or not waived; (c) the
filing pursuant to Section 412(d) of the Code or Section
303(d) of ERISA of an application for a waiver of the
minimum funding standard with respect to any Plan; (d) the
incurrence by the Borrower or any of its ERISA Affiliates
of any liability under Title IV of ERISA with respect to
the termination of any Plan or the withdrawal or partial
withdrawal of the Borrower or any of its ERISA Affiliates
from any Plan or Multiemployer Plan; (e) the receipt by the
Borrower or any of its ERISA Affiliates from the PBGC or a
plan administrator of any notice relating to the intention
to terminate any Plan or Plans or to appoint a trustee to
administer any Plan; (f) the adoption of any amendment to a
Plan that would require the provision of security pursuant
to Section 401(a)(29) of the Code or Section 307 of ERISA;
(g) the receipt by the Borrower or any of its ERISA
Affiliates of any notice, or the receipt by any
Multiemployer Plan from the Borrower or any of its ERISA
Affiliates of any notice, concerning the imposition of
Withdrawal Liability or a determination that a
Multiemployer Plan is, or is expected to be, insolvent or
in reorganization, within the meaning of Title IV of ERISA;
or (h) the occurrence of a "prohibited transaction" with
respect to which the Borrower or any of the Subsidiaries is
a "disqualified person" (within the meaning of Section 4975
of the Code) or with respect to which the Borrower or any
such Subsidiary could otherwise be liable.

     "Eurodollar", when used in reference to any Loan or
Borrowing, refers to whether such Loan, or the Loans
comprising such Borrowing, are bearing interest at a rate
determined by reference to the LIBO Rate.

     "Event of Default" shall have the meaning assigned to
such term in Article VII.

     "Excluded Taxes" shall mean, with respect to the
Administrative Agent, any Lender or any other recipient of
any payment to be made by or on account of any obligation
of the Borrower hereunder, (a) income, franchise or similar
taxes imposed on (or measured by) its net income by the
United States of America, the jurisdiction under the laws
of which such recipient is organized or in which its
principal office is located (or, in the case of any Lender,
in which its applicable lending office is located), or, in
the case of a jurisdiction that imposes taxes on the basis
of management or control or other concept or principle of
residence, the jurisdiction in which such recipient is so
resident, (b) Taxes imposed by reason of any present or
former connection between such person and the jurisdiction
imposing such Taxes, other than solely as a result of the
execution and delivery of this Agreement, the making of any
Loans hereunder or the performance of any action provided
for hereunder, (c) any branch profits taxes imposed by the
United States of America or any similar tax imposed by any
other jurisdiction in which the Borrower is located and
(d) in the case of a Foreign Lender (other than as an
assignee pursuant to a request by the Borrower under
Section 2.20(a)), any withholding tax that (i) is imposed
on amounts payable to such Foreign Lender at the time such
Foreign Lender becomes a party to this Agreement (or
designates a new lending office), except to the extent that
such Foreign Lender (or its assignor, if any) was entitled,
at the time of designation of a new lending office (or
assignment), to receive additional amounts from the
Borrower with respect to such withholding tax pursuant to
Section 2.19(a) or (ii) is attributable to such Foreign
Lender's failure to comply with Section 2.19(e).

     "Existing Credit Agreement" shall mean the 364-Day
Credit Agreement dated as of January 14, 2003, among the
Borrower, the lenders from time to time party thereto, and
Credit Suisse First Boston, as administrative agent.

     "Facility Fee" shall have the meaning assigned to such
term in Section 2.06(a).

     "Federal Funds Effective Rate" shall mean, for any
day, the weighted average (rounded upwards, if necessary,
to the next 1/100 of 1%) of the rates on overnight Federal
funds transactions with members of the Federal Reserve
System arranged by Federal funds brokers, as published on
the next succeeding 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 (rounded
upwards, if necessary, to the next 1/100 of 1%) of the
quotations for the day for such transactions received by
the Administrative Agent from three Federal funds brokers
of recognized standing selected by it.

     "Fees" shall mean the Facility Fees and the
Administrative Agent Fees.

     "Financial Officer" of any person shall mean the chief
financial officer, principal accounting officer, Treasurer
or Controller of such person.

     "Fixed Rate Borrowing" shall mean a Borrowing
comprised of Fixed Rate Loans.

     "Fixed Rate Loan" shall mean any Competitive Loan
bearing interest at a fixed percentage rate per annum
(expressed in the form of a decimal to no more than four
decimal places) specified by the Lender making such Loan in
its Competitive Bid.

     "Foreign Lender" shall mean any Lender that is
organized under the laws of a jurisdiction other than that
in which the Borrower is located. For purposes of this
definition, the United States of America, each State
thereof and the District of Columbia shall be deemed to
constitute a single jurisdiction.

     "GAAP" shall mean generally accepted accounting
principles applied on a consistent basis.

     "Governmental Authority" shall mean any Federal,
state, local or foreign court or governmental agency,
authority, instrumentality or regulatory body.

     "Granting Lender" shall have the meaning assigned to
such term in Section 9.04(i).
"Guarantee" of or by any person (the "guarantor")
shall mean any obligation, contingent or otherwise, of such
person guaranteeing or having the economic effect of
guaranteeing any Indebtedness of any other person (the

     "primary obligor") in any manner, whether directly or
indirectly, and including any obligation of the guarantor,
direct or indirect, (a) to purchase or pay (or advance or
supply funds for the purchase or payment of) such
Indebtedness or to purchase (or to advance or supply funds
for the purchase of) any security for the payment of such
Indebtedness, (b) to purchase or lease property, securities
or services for the purpose of assuring the owner of such
Indebtedness of the payment of such Indebtedness or other
obligation, (c) to maintain working capital, equity capital
or any other financial statement condition or liquidity of
the primary obligor so as to enable the primary obligor to
pay such Indebtedness or (d) as an account party in respect
of any letter of credit or letter of guaranty issued to
support such Indebtedness; provided, however, that the term

     "Guarantee" shall not include endorsements for collection
or deposit in the ordinary course of business.

     "Hazardous Materials" shall mean (a) petroleum
products and byproducts, asbestos, urea formaldehyde foam
insulation, polychlorinated biphenyls, radon gas,
chlorofluorocarbons and all other ozone-depleting
substances and (b) any chemical, material, substance,
waste, pollutant or contaminant that is prohibited, limited
or regulated by or pursuant to any Environmental Law.

     "Hedging Agreement" shall mean any interest rate
protection agreement, foreign currency exchange agreement,
commodity price protection agreement or other interest or
currency exchange rate or commodity price hedging
arrangement.

     "Indebtedness" of any person shall mean, without
duplication, (a) all obligations of such person for
borrowed money, (b) all obligations of such person
evidenced by bonds, debentures, notes or similar
instruments, (c) all obligations of such person under
conditional sale or other title retention agreements
relating to property or assets purchased by such person,
(d) all obligations of such person issued or assumed as the
deferred purchase price of property or services (excluding
trade accounts payable and accrued obligations incurred in
the ordinary course of business), (e) all Indebtedness of
others secured by (or for which the holder of such
Indebtedness has an existing right, contingent or
otherwise, to be secured by) any Lien on property owned or
acquired by such person, whether or not the obligations
secured thereby have been assumed, (f) all Guarantees by
such person of Indebtedness of others, (g) all Capital
Lease Obligations of such person, (h) all obligations,
contingent or otherwise, of such person as an account party
in respect of letters of credit and letters of guaranty,
(i) all obligations, contingent or otherwise, of such
person in respect of bankers' acceptances and (j) all
obligations of such person to make contingent cash payments
in respect of any acquisition, to the extent such
obligations are or are required to be shown as liabilities
on the balance sheet of such person in accordance with
GAAP.  The Indebtedness of any person shall include the
Indebtedness of any other entity (including any partnership
in which such person is a general partner) to the extent
such person is liable therefor as a result of such person's
ownership interest in or other relationship with such
entity, except to the extent the terms of such Indebtedness
provide that such person is not liable therefor.

     "Indemnified Taxes" shall mean Taxes other than
Excluded Taxes.

     "Index Debt" shall mean the senior, unsecured, non-
credit enhanced, long-term indebtedness for borrowed money
of the Borrower.

     "Interest Coverage Ratio" shall mean, for any period,
the ratio of (a) Consolidated EBITDA for such period to (b)
Consolidated Interest Expense for such period.

     "Interest Payment Date" shall mean (a) with respect to
any ABR Loan, the last Business Day of each March, June,
September and December and (b) with respect to any
Eurodollar Loan or Fixed Rate Borrowing, the last day of
the Interest Period applicable to the Borrowing of which
such Loan is a part or such Fixed Rate Borrowing, as the
case may be, and, in the case of a Eurodollar Borrowing
with an Interest Period of more than three months' duration
or a Fixed Rate Borrowing with an Interest Period of more
than 90 days' duration, each day that would have been an
Interest Payment Date had successive Interest Periods of
three months' or 90 days' duration, respectively, been
applicable to such Borrowing.

     "Interest Period" shall mean, (a) with respect to any
Eurodollar Borrowing, the period commencing on the date of
such Borrowing and ending on the numerically corresponding
day (or, if there is no numerically corresponding day, on
the last day) in the calendar month that is 1, 2, 3 or
6 months thereafter, as the Borrower may elect, and
(b) with respect to any Fixed Rate Borrowing, the period
commencing on the date of such Borrowing and ending on the
date specified in the Competitive Bids in which the offers
to make the Fixed Rate Loans comprising such Borrowing were
extended, which shall not be earlier than 30 days after the
date of such Borrowing or later than 360 days after the
date of such Borrowing; provided, however, that if any
Interest Period would end on a day other than a Business
Day, such Interest Period shall be extended to the next
succeeding Business Day unless, in the case of a Eurodollar
Borrowing only, such next succeeding Business Day would
fall in the next calendar month, in which case such
Interest Period shall end on the next preceding Business
Day.  Interest shall accrue from and including the first
day of an Interest Period to but excluding the last day of
such Interest Period. For purposes hereof, the date of a
Borrowing initially shall be the date on which such
Borrowing is made and thereafter shall be the effective
date of the most recent conversion or continuation of such
Borrowing.

     "Lenders" shall mean (a) the persons listed on
Schedule 2.01 (other than any such person that has ceased
to be a party hereto pursuant to an Assignment and
Acceptance) and (b) any person that has become a party
hereto pursuant to an Assignment and Acceptance.

     "Leverage Ratio" shall mean, for any period, the ratio
of Total Debt on the last day of such  period to
Consolidated EBITDA for such period.  Solely for purposes
of this definition, if at the time of any determination of
the Leverage Ratio an Acquisition shall have been completed
during the relevant period, the Consolidated EBITDA for
such period shall be reformulated on a pro forma basis to
give effect to such Acquisition as if it had occurred on
the first day of such period.  For purposes of the
foregoing, all pro forma adjustments shall be (a) only
those required or permitted by Regulation S-X of the
Securities Act of 1933 or otherwise based on reasonably
detailed written assumptions reasonably acceptable to the
Administrative Agent and (b) certified by a Financial
Officer of the Borrower as having been prepared in good
faith based upon reasonable assumptions.

     "LIBO Rate" shall mean, with respect to any Eurodollar
Borrowing for any Interest Period, the rate per annum
determined by the Administrative Agent at approximately
11:00 a.m., London time, on the date that is two Business
Days prior to the commencement of such Interest Period by
reference to the British Bankers' Association Interest
Settlement Rates for deposits in dollars (as set forth by
the Bloomberg Information Service or any successor thereto
or any other service selected by the Administrative Agent
which has been nominated by the British Bankers'
Association as an authorized information vendor for the
purpose of displaying such rates) for a period equal to
such Interest Period; provided that, to the extent that an
interest rate is not ascertainable pursuant to the
foregoing provisions of this definition, the "LIBO Rate"
shall be the interest rate per annum determined by the
Administrative Agent to be the average of the rates per
annum at which dollar deposits of $10,000,000 are offered
for such relevant Interest Period to major banks in the
London interbank market in London, England by the
Administrative Agent at approximately 11:00 a.m. (London
time) on the date that is two Business Days prior to the
beginning of such Interest Period.

     "Lien" shall mean, with respect to any asset, (a) any
mortgage, deed of trust, lien, pledge, encumbrance, charge
or security interest in or on such asset or (b) the
interest of a vendor or a lessor under any conditional sale
agreement, capital lease or title retention agreement (or
any financing lease having substantially the same economic
effect as any of the foregoing) relating to such asset.

     "Loans" shall mean the Revolving Loans and the
Competitive Loans.

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

     "Margin Stock" shall have the meaning assigned to such
term in Regulation U.

     "Material Adverse Effect" shall mean a materially
adverse effect on the financial condition, results of
operations or business of the Borrower and the
Subsidiaries, taken as a whole.

     "Material Indebtedness" shall mean Indebtedness (other
than the Loans), or obligations in respect of one or more
Hedging Agreements, of any one or more of the Borrower and
the Subsidiaries in an aggregate principal amount exceeding
$50,000,000.  For purposes of determining Material
Indebtedness, the "principal amount" of the obligations of
the Borrower or any Subsidiary in respect of any Hedging
Agreement at any time shall be the maximum aggregate amount
(giving effect to any netting agreements) that the Borrower
or such Subsidiary would be required to pay if such Hedging
Agreement were terminated at such time.

     "Material Subsidiary" shall mean at any time any
Subsidiary, except Subsidiaries which, if aggregated and
considered as a single Subsidiary, would not meet the
definition of a "significant subsidiary" contained as of
the date hereof in Regulation S-X of the Securities and
Exchange Commission.

     "Maturity Date" shall mean January 12, 2005.

     "Moody's" shall mean Moody's Investors Service, Inc.

     "Multiemployer Plan" shall mean a multiemployer plan
as defined in Section 4001(a)(3) of ERISA.

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

     "PBGC" shall mean the Pension Benefit Guaranty
Corporation referred to and defined in ERISA.

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

     "Plan" shall mean any employee pension benefit plan
(other than a Multiemployer Plan) subject to the provisions
of Title IV of ERISA or Section 412 of the Code or
Section 307 of ERISA, and in respect of which the Borrower
or any ERISA Affiliate is (or, if such plan were
terminated, would under Section 4069 of ERISA be deemed to
be) an "employer" as defined in Section 3(5) of ERISA.

     "Prime Rate" shall mean the rate of interest per annum
publicly announced from time to time by the Administrative
Agent as its prime rate in effect at its principal office
in New York City; each change in the Prime Rate shall be
effective on the date such change is publicly announced as
being effective.

     "Register" shall have the meaning assigned to such
term in Section 9.04(d).

     "Regulation T" shall mean Regulation T of the Board as
from time to time in effect and all official rulings and
interpretations thereunder or thereof.

     "Regulation U" shall mean Regulation U of the Board as
from time to time in effect and all official rulings and
interpretations thereunder or thereof.

     "Regulation X" shall mean Regulation X of the Board as
from time to time in effect and all official rulings and
interpretations thereunder or thereof.

     "Related Parties" shall mean, with respect to any
specified person, such person's Affiliates and the
respective directors, officers, employees, agents and
advisors of such person and such person's Affiliates.

     "Required Lenders" shall mean, at any time, Lenders
having Commitments (or, if the Commitments have terminated,
Loans) representing at least a majority of the Total
Commitment (or if the Commitments have terminated, the
aggregate amount of Loans outstanding) at such time or, for
purposes of acceleration pursuant to clause (ii) of the
last paragraph of Article VII, Lenders having Loans and
unused Commitments representing at least a majority of the
sum of all Loans outstanding and unused Commitments.

     "Restricted Payment" shall mean (a) any dividend or
other distribution (whether in cash, securities or other
property) with respect to any Equity Interests in the
Borrower or any Subsidiary, or (b) any payment (whether in
cash, securities or other property), including any sinking
fund or similar deposit, other than a payment to the extent
consisting of Equity Interests  of equal or junior ranking,
on account of the purchase, redemption, retirement,
acquisition, cancelation or termination of any Equity
Interests in the Borrower or any Subsidiary.  It is
understood that the withholding of shares, and the payment
of cash to the Internal Revenue Service in an amount not to
exceed the value of the withheld shares, by the Company in
connection with any of its stock incentive plans shall not
constitute Restricted Payments.

     "Revolving Credit Borrowing" shall mean a Borrowing
comprised of Revolving Loans.

     "Revolving Credit Exposure" shall mean, with respect
to any Lender at any time, the aggregate principal amount
at such time of all outstanding Revolving Loans of such
Lender.

     "Revolving Loans" shall mean the revolving loans made
by the Lenders to the Borrower pursuant to Section 2.01.
Each Revolving Loan shall be a Eurodollar Revolving Loan or
an ABR Revolving Loan.

     "S&P" shall mean Standard & Poor's Ratings Service.

     "SPC" shall have the meaning assigned to such term in
Section 9.04(i).

     "Subordinated Notes" shall mean the Borrower's Zero
Coupon Liquid Yield Option (Subordinated Convertible) Notes
due 2021, in an aggregate principal amount at maturity of
$744,000,000.

     "Subordinated Note Documents" shall mean the indenture
under which the Subordinated Notes were issued and all
other instruments, agreements and other documents
evidencing or governing the Subordinated Notes or providing
for any Guarantee or other right in respect thereof.

     "subsidiary" shall mean, with respect to any person
(herein referred to as the "parent"), any corporation,
partnership, association or other business entity (a) of
which securities or other ownership interests representing
more than 50% of the equity or more than 50% of the
ordinary voting power or more than 50% of the general
partnership interests are, at the time any determination is
being made, owned, controlled or held, or (b) that is, at
the time any determination is made, otherwise Controlled,
by the parent or one or more subsidiaries of the parent or
by the parent and one or more subsidiaries of the parent.

     "Subsidiary" shall mean any subsidiary of the
Borrower.

     "Synthetic Purchase Agreement" shall mean any swap,
derivative or other agreement or combination of agreements
pursuant to which the Borrower or any Subsidiary is or may
become obligated to make (a) any payment in connection with
a purchase by any third party from a person other than the
Borrower or any Subsidiary of any Equity Interest or (b)
any payment (other than on account of a permitted purchase
by it of any Equity Interest) the amount of which is
determined by reference to the price or value at any time
of any Equity Interest; provided that no phantom stock or
similar plan providing for payments only to current or
former directors, officers or employees of the Borrower or
the Subsidiaries (or to their heirs or estates) shall be
deemed to be a Synthetic Purchase Agreement.

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

     "Three-Year Credit Agreement" shall mean the Three-
Year Credit Agreement dated as of February 20, 2002 (as
amended, supplemented or otherwise modified from time to
time), among the Borrower, the lenders from time to time
party thereto, and Credit Suisse First Boston, as
administrative agent.

     "Total Debt" shall mean, at any time, the total
Indebtedness of the Borrower and the Subsidiaries at such
time (excluding Indebtedness of the type described in
clause (h) of the definition of such term, except to the
extent of any unreimbursed drawings thereunder).

     "Total Commitment" shall mean, at any time, the
aggregate amount of the Commitments, as in effect at such
time.

     "Transactions" shall have the meaning assigned to such
term in Section 3.02.

     "Type", when used in respect of any Loan or Borrowing,
shall refer to the Rate by reference to which interest on
such Loan or on the Loans comprising such Borrowing is
determined.  For purposes hereof, the term "Rate" shall
include the LIBO Rate and the Alternate Base Rate.

     "wholly owned Subsidiary" of any person shall mean a
subsidiary of such person of which securities (except for
directors' qualifying shares) or other ownership interests
representing 100% of the Equity Interests are, at the time
any determination is being made, owned, controlled or held
by such person or one or more wholly owned Subsidiaries of
such person or by such person and one or more wholly owned
Subsidiaries of such person.

     "Withdrawal Liability" shall mean liability to a
Multiemployer Plan as a result of a complete or partial
withdrawal from such Multiemployer Plan, as such terms are
defined in Part I of Subtitle E of Title IV of ERISA.

     SECTION 1.02.  Terms Generally. The definitions in
Section 1.01 shall apply equally to both the singular and
plural forms of the terms defined.  Whenever the context
may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms.  The words "include",
"includes" and "including" shall be deemed to be followed
by the phrase "without limitation".  The word "will" shall
be construed to have the same meaning and effect as the
word "shall"; and the words "asset" and "property" shall be
construed as having the same meaning and effect and to
refer to any and all tangible and intangible assets and
properties, including cash, securities, accounts and
contract rights.  All references herein to Articles,
Sections, Exhibits and Schedules shall be deemed references
to Articles and Sections of, and Exhibits and Schedules to,
this Agreement unless the context shall otherwise require.
Except as otherwise expressly provided herein, all terms of
an accounting or financial nature shall be construed in
accordance with GAAP, as in effect from time to time;
provided, however, that if the Borrower notifies the
Administrative Agent that the Borrower wishes to amend any
covenant in Article VI or any related definition to
eliminate the effect of any change in GAAP occurring after
the date of this Agreement on the operation of such
covenant (or if the Administrative Agent notifies the
Borrower that the Required Lenders wish to amend Article VI
or any related definition for such purpose), then the
Borrower's compliance with such covenant shall be
determined on the basis of GAAP in effect immediately
before the relevant change in GAAP became effective, until
either such notice is withdrawn or such covenant is amended
in a manner satisfactory to the Borrower and the Required
Lenders.

     SECTION 1.03. Classification of Loans and
Borrowings. For purposes of this Agreement, Loans
may be classified and referred to by Class (e.g., a
"Revolving Loan") or by Type (e.g., a "Eurodollar Loan") or
by Class and Type (e.g., a "Eurodollar Revolving Loan").
Borrowings also may be classified and referred to by Class
(e.g., a "Revolving Borrowing") or by Type (e.g., a
"Eurodollar Borrowing") or by Class and Type (e.g., a
"Eurodollar Revolving Borrowing").

ARTICLE II

The Credits

     SECTION 2.01. Commitments. Subject to the terms and
conditions and relying upon the representations and warranties
herein set forth, each Lender agrees, severally and not jointly,
to make Revolving Loans to the Borrower, at any time and from
time to time on or after the date hereof, and until the
earlier of the Maturity Date and the termination of the
Commitment of such Lender in accordance with the terms
hereof, in an aggregate principal amount at any time
outstanding that will not result in such Lender's Revolving
Credit Exposure exceeding such Lender's Commitment minus
the amount by which the outstanding Competitive Borrowings
shall be deemed to have utilized such Commitment in
accordance with Section 2.16.  Within the limits set forth
in the preceding sentence and subject to the terms,
conditions and limitations set forth herein, the Borrower
may borrow, pay or prepay and reborrow Revolving Loans.

     SECTION 2.02. Loans. (a) Each Loan (other than Competitive
Loans) shall be made as part of a Borrowing consisting of
Loans made by the Lenders ratably in accordance with their
respective Commitments; provided, however, that the failure
of any Lender to make any Loan shall not in itself relieve any
other Lender of its obligation to lend hereunder (it being
understood, however, that no Lender shall be responsible
for the failure of any other Lender to make any Loan
required to be made by such other Lender).  Each
Competitive Loan shall be made in accordance with the
procedures set forth in Section 2.03.  The Loans comprising
any Borrowing shall be in an aggregate principal amount
that is (i) an integral multiple of $1,000,000 and not less
than $10,000,000 or (ii) equal to the remaining available
balance of the Commitments.

     (b)  Subject to Sections 2.09 and 2.14, each
Competitive Borrowing shall be comprised entirely of
Eurodollar Competitive Loans or Fixed Rate Loans, and each
other Borrowing shall be comprised entirely of ABR Loans or
Eurodollar Loans as the Borrower may request pursuant to
Section 2.03 or 2.04, as applicable.  Each Lender may at
its option make any Eurodollar Loan by causing any domestic
or foreign branch or Affiliate of such Lender to make such
Loan; provided that any exercise of such option shall not
affect the obligation of the Borrower to repay such Loan in
accordance with the terms of this Agreement.  Borrowings of
more than one Type may be outstanding at the same time;
provided, however, that the Borrower shall not be entitled
to request any Borrowing that, if made, would result
in more than 15 Eurodollar Borrowings outstanding hereunder
at any time.  For purposes of the foregoing, Borrowings
having different Interest Periods, regardless of whether
they commence on the same date, shall be considered
separate Borrowings.

     (c)  Each Lender shall make each Loan to be made by it
hereunder on the proposed date thereof by wire transfer of
immediately available funds to such account in New York
City as the Administrative Agent may designate not later
than 11:00 a.m., New York City time, and the Administrative
Agent shall promptly credit the amounts so received to an
account in the name of the Borrower and designated by the
Borrower in the applicable Borrowing Request or Competitive
Bid Request or, if a Borrowing shall not occur on such date
because any condition precedent herein specified shall not
have been met, return the amounts so received to the
respective Lenders.

     (d)  Unless the Administrative Agent shall have
received notice from a Lender prior to the date of any
Borrowing that such Lender will not make available to the
Administrative Agent such Lender's portion of such
Borrowing, the Administrative Agent may assume that such
Lender has made such portion available to the
Administrative Agent on the date of such Borrowing in
accordance with paragraph (c) above and the Administrative
Agent may, in reliance upon such assumption, make available
to the Borrower on such date a corresponding amount.  If
the Administrative Agent shall have so made funds available
then, to the extent that such Lender shall not have made
such portion available to the Administrative Agent, such
Lender and the Borrower severally agree to repay to the
Administrative Agent forthwith on demand such corresponding
amount together with interest thereon, for each day from
the date such amount is made available to the Borrower
until the date such amount is repaid to the Administrative
Agent at (i) in the case of the Borrower, the interest rate
applicable at the time to the Loans comprising such
Borrowing and (ii) in the case of such Lender, a rate
determined by the Administrative Agent to represent its
cost of overnight or short-term funds (which determination
shall be conclusive absent manifest error).  If such Lender
shall repay to the Administrative Agent such corresponding
amount, such amount shall constitute such Lender's Loan as
part of such Borrowing for purposes of this Agreement.

     (e)  Notwithstanding any other provision of this
Agreement, the Borrower shall not be entitled to request
any Borrowing if the Interest Period requested with respect
thereto would end after the Maturity Date.

     SECTION 2.03. Competitive Bid Procedure. (a)  In order
to request Competitive Bids, the Borrower shall notify the
Administrative Agent of such request by telephone (i) in
the case of a Eurodollar Competitive Borrowing , not later
than 11:00 a.m., New York City time, four Business Days
before the proposed date of such Borrowing and (ii) in the
case of a Fixed Rate Borrowing, not later than 11:00 a.m.,
New York City time, one Business Day before the proposed
date of such Borrowing.   Provided that no two Competitive
Bid Requests submitted on the same day shall be identical,
the Borrower may submit up to (but not more than) three
Competitive Bid Requests on the same day, but a Competitive
Bid Request shall not be made within five Business Days
after the date of any previous Competitive Bid Request
unless such previous Competitive Bid Request shall have
been rejected by the Administrative Agent, as provided
below. No ABR Loan shall be requested in, or made pursuant
to, a Competitive Bid Request.  Each such telephonic
Competitive Bid Request shall be confirmed promptly by hand
delivery or telecopy to the Administrative Agent of a
written Competitive Bid Request substantially in the form
of Exhibit D-1. A Competitive Bid Request that does not
conform substantially to the format of Exhibit D-1 may be
rejected by the Administrative Agent and the Administrative
Agent shall notify the Borrower of such rejection as
promptly as practicable. Each Competitive Bid Request shall
refer to this Agreement and specify (i) whether the
Borrowing being requested is to be a Eurodollar Borrowing
or a Fixed Rate Borrowing; (ii) the date of such Borrowing
(which shall be a Business Day); (iii) the number and the
location of the account to which funds are to be disbursed
(which shall be an account that complies with the
requirements of Section 2.02(c)); (iv) the aggregate
principal amount of such Borrowing, which shall be a
minimum of $10,000,000 and an integral multiple of
$1,000,000, and in any event shall not result in the sum of
the Aggregate Revolving Credit Exposure and the aggregate
outstanding principal amount of Competitive Loans, after
giving effect to such Borrowing, exceeding the Total
Commitment; and (v) the Interest Period with respect
thereto (which may not end after the Maturity Date).
Promptly after its receipt of a Competitive Bid Request
that is not rejected, the Administrative Agent shall invite
the Lenders  in the form set forth as Exhibit D-2 to bid to
make Competitive Loans pursuant to the Competitive Bid
Request.

     (b)  Each Lender may make one or more Competitive Bids
to the Borrower responsive to a Competitive Bid Request.
Each Competitive Bid by a Lender must be received by the
Administrative Agent by telecopy, (i) in the case of a
Eurodollar Competitive Borrowing, not later than 9:30 a.m.,
New York City time, three Business Days before the proposed
date of such Competitive Borrowing, and (ii) in the case of
a Fixed Rate Borrowing, not later than 9:30 a.m., New York
City time, on the proposed date of such Competitive
Borrowing.  Competitive Bids that do not conform
substantially to the format of Exhibit D-3 may be rejected
by the Administrative Agent, and the Administrative Agent
shall notify the applicable Lender as promptly as
practicable.  Each Competitive Bid shall refer to this
Agreement and specify (x) the principal amount (which shall
be a minimum of $5,000,000 and an integral multiple of
$1,000,000 and which may equal the entire principal amount
of the Competitive Borrowing requested by the Borrower) of
the Competitive Loan or Loans that the Lender is willing to
make, (y) the Competitive Bid Rate or Rates at which the
Lender is prepared to make such Loan or Loans and (z) the
Interest Period applicable to such Loan or Loans and the
last day thereof.

     (c)  The Administrative Agent shall promptly notify
the Borrower by telecopy of the Competitive Bid Rate and
the principal amount of each Competitive Loan in respect of
which a Competitive Bid shall have been made and the
identity of the Lender that shall have made each bid.

     (d)  The Borrower may, subject only to the provisions
of this paragraph (d), accept or reject any Competitive
Bid.  The Borrower shall notify the Administrative Agent by
telephone, confirmed by telecopy in the form of a
Competitive Bid Accept/Reject Letter, whether and to what
extent it has decided to accept or reject each Competitive
Bid, (x) in the case of a Eurodollar Competitive Borrowing,
not later than 10:30 a.m., New York City time, three
Business Days before the date of the proposed Competitive
Borrowing, and (y) in the case of a Fixed Rate Borrowing,
not later than 10:30 a.m., New York City time, on the
proposed date of the Competitive Borrowing; provided,
however, that (i) the failure of the Borrower to give such
notice shall be deemed to be a rejection of each
Competitive Bid, (ii) the Borrower shall not accept a
Competitive Bid made at a particular Competitive Bid Rate
if the Borrower has decided to reject a Competitive Bid
made at a lower Competitive Bid Rate, (iii) the aggregate
amount of the Competitive Bids accepted by the Borrower
shall not exceed the principal amount specified in the
Competitive Bid Request, (iv) if the Borrower shall accept
a Competitive Bid or Bids made at a particular Competitive
Bid Rate but the amount of such Competitive Bid or Bids
would cause the total amount to be accepted by the Borrower
to exceed the amount specified in the Competitive Bid
Request, then the Borrower shall accept a portion of such
Competitive Bid or Bids in an amount equal to the amount
specified in the Competitive Bid Request less the amount of
all other Competitive Bids so accepted, which acceptance,
in the case of multiple Competitive Bids at such
Competitive Bid Rate, shall be made pro rata in accordance
with the amount of each such Bid, and (v) except pursuant
to clause (iv) above, no Competitive Bid shall be accepted
for a Competitive Loan unless such Competitive Loan is in a
minimum principal amount of $5,000,000  and an integral
multiple of $1,000,000; provided further, however, that if
a Competitive Loan must be in an amount less than
$5,000,000 because of the provisions of clause (iv) above,
such Competitive Loan may be for a minimum of $1,000,000 or
any integral multiple thereof, and in calculating the pro
rata allocation of acceptances of portions of multiple
Competitive Bids at a particular Competitive Bid Rate
pursuant to clause (iv) the amounts shall be rounded to
integral multiples of $1,000,000 in a manner determined by
the Borrower.  A notice given by the Borrower pursuant to
this paragraph (d) shall be irrevocable.

     (e)  The Administrative Agent shall promptly notify
each bidding Lender by telecopy whether or not its
Competitive Bid has been accepted (and, if so, in what
amount and at what Competitive Bid Rate), and each
successful bidder will thereupon become bound, upon the
terms and subject to the conditions hereof, to make the
Competitive Loan in respect of which its Competitive Bid
has been accepted.

     (f)  If the Administrative Agent shall elect to submit
a Competitive Bid in its capacity as a Lender, it shall
submit such Competitive Bid directly to the Borrower at
least one quarter of an hour earlier than the time by which
the other Lenders are required to submit their Competitive
Bids to the Administrative Agent pursuant to paragraph (b)
above.

     (g)  Within the limits set forth in this Section 2.03
and subject to the terms, conditions and limitations set
forth herein, the Borrower may borrow, pay and reborrow
Competitive Loans.

     SECTION 2.04. Borrowing Procedure. In order to request a
Borrowing (other than a Competitive Borrowing, as to which
this Section 2.04 shall not apply), the Borrower shall
notify the Administrative Agent of such request by
telephone (a) in the case of a Eurodollar Borrowing, not
later than 11:00 a.m., New York City time, three Business
Days before a proposed Borrowing, and (b) in the case of an
ABR Borrowing, not later than 11:00 a.m., New York City
time, on the day of a proposed Borrowing.  Each Borrowing
Request shall be irrevocable, shall be confirmed promptly
by hand delivery or telecopy to the Administrative Agent of
a written Borrowing Request substantially in the form of
Exhibit C or such other form as shall be acceptable to the
Administrative Agent and shall specify the following
information: (i) whether the Borrowing then being requested
is to be a Eurodollar Borrowing or an ABR Borrowing;
(ii) the date of such Borrowing (which shall be a Business
Day); (iii) the number and location of the account to which
funds are to be disbursed (which shall be an account that
complies with the requirements of Section 2.02(c));
(iv) the amount of such Borrowing; and (v) if such
Borrowing is to be a Eurodollar Borrowing, the Interest
Period with respect thereto; provided, however, that,
notwithstanding any contrary specification in any Borrowing
Request, each requested Borrowing shall comply with the
requirements set forth in Section 2.02.  If no election as
to the Type of Borrowing is specified in any such notice,
then the requested Borrowing shall be an ABR Borrowing.  If
no Interest Period with respect to any Eurodollar Borrowing
is specified in any such notice, then the Borrower shall be
deemed to have selected an Interest Period of one month's
duration.  The Administrative Agent shall promptly advise
the Lenders of any notice given pursuant to this
Section 2.04 (and the contents thereof), and of each
Lender's portion of the requested Borrowing.

     SECTION 2.05. Evidence of Debt; Repayment of Loans.
(a) The Borrower hereby unconditionally promises to pay to
the Administrative Agent for the account of each Lender (i)
the then unpaid principal amount of each Competitive Loan
of such Lender on the last day of the Interest Period
applicable to such Loan and (ii) the then unpaid principal
amount of each Revolving Loan of such Lender on the
Maturity Date.

     (b)  Each Lender shall maintain in accordance with its
usual practice an account or accounts evidencing the
indebtedness of the Borrower to such Lender resulting from
each Loan made by such Lender from time to time, including
the amounts of principal and interest payable and paid to
such Lender from time to time under this Agreement.

     (c)  The Administrative Agent shall maintain accounts
in which it will record (i) the amount of each Loan made
hereunder, the Type thereof and the Interest Period
applicable thereto, (ii) the amount of any principal or
interest due and payable or to become due and payable from
the Borrower to each Lender hereunder and (iii) the amount
of any sum received by the Administrative Agent hereunder
from the Borrower and each Lender's share thereof.

     (d)  The entries made in the accounts maintained
pursuant to paragraphs (b) and (c) above shall be prima
facie evidence of the existence and amounts of the
obligations therein recorded; provided, however, that the
failure of any Lender or the Administrative Agent to
maintain such accounts or any error therein shall not in
any manner affect the obligations of the Borrower to repay
the Loans in accordance with their terms.

     (e)  Any Lender may request that Loans made by it
hereunder be evidenced by a promissory note.  In such
event, the Borrower shall execute and deliver to such
Lender a promissory note payable to such Lender and its
registered assigns and in a form and substance reasonably
acceptable to the Administrative Agent and the Borrower.
Notwithstanding any other provision of this Agreement, in
the event any Lender shall request and receive such a
promissory note, the interests represented by such note
shall at all times (including after any assignment of all
or part of such interests pursuant to Section 9.04) be
represented by one or more promissory notes payable to the
payee named therein or its registered assigns.

     SECTION 2.06.  Fees. (a)  The Borrower agrees to pay to
each Lender, through the Administrative Agent, on the last
Business Day of March, June, September and December in each
year, and on the date on which the Commitment of such Lender
shall expire or be terminated as provided herein, a facility
fee (a "Facility Fee") equal to the Applicable Percentage per
annum in effect from time to time on the daily amount of the
Commitment of such Lender (whether used or unused) during
the preceding quarter (or shorter period commencing with
the date hereof or ending with the Maturity Date or the
date on which the Commitment of such Lender shall expire or
be terminated); provided that, if such Lender continues to
have any Revolving Credit Exposure after its Commitment
terminates, then the Facility Fee shall continue to accrue
(and be payable on demand) on the daily amount of such
Lender's Revolving Credit Exposure from and including the
date on which its Commitment terminates to and including
the date on which such Lender ceases to have any Revolving
Credit Exposure.  All Facility Fees shall be computed on
the basis of the actual number of days elapsed (including
the first day but excluding the last day) in a year of 360
days.  The Facility Fee due to each Lender shall commence
to accrue on the date of this Agreement and shall cease to
accrue on the later of the date on which the Commitment of
such Lender shall expire or be terminated as provided
herein and such Lender shall have no Revolving Credit
Exposure.

     (b)  The Borrower agrees to pay to the Administrative
Agent, for its own account, the administration fee referred
to in the Fee Letter dated November 29, 2001, as amended or
supplemented from time to time, between the Borrower and
Credit Suisse First Boston (the "Administrative Agent
Fees").

     (c)  All Fees shall be paid on the dates due, in
immediately available funds, to the Administrative Agent
for distribution, if and as appropriate, among the Lenders.
Once paid, none of the Fees shall be refundable under any
circumstances.

     SECTION 2.07. Interest on Loans. (a)  Subject to the
provisions of Section 2.08, the Loans comprising each ABR
Borrowing shall bear interest (computed on the basis of the
actual number of days elapsed (including the first day but
excluding the last day) over a year of 365 or 366 days, as
the case may be, when the Alternate Base Rate is determined
by reference to the Prime Rate and over a year of 360 days
at all other times) at a rate per annum equal to the
Alternate Base Rate plus the Applicable Percentage in
effect from time to time.

     (b)  Subject to the provisions of Section 2.08, the
Loans comprising each Eurodollar Borrowing shall bear
interest (computed on the basis of the actual number of
days elapsed (including the first day but excluding the
last day) over a year of 360 days) at a rate per annum
equal to (i) in the case of each Revolving Loan, the LIBO
Rate for the Interest Period in effect for such Borrowing
plus the Applicable Percentage in effect from time to time,
and (ii) in the case of each Competitive Loan, the LIBO
Rate for the Interest Period in effect for such Borrowing
plus the Margin offered by the Lender making such Loan and
accepted by the Borrower pursuant to Section 2.03.

     (c)  Subject to the provisions of Section 2.08, each
Fixed Rate Loan shall bear interest (computed on the basis
of the actual number of days elapsed (including the first
day but excluding the last day) over a year of 360 days) at
a rate per annum equal to the fixed rate of interest
offered by the Lender making such Loan and accepted by the
Borrower pursuant to Section 2.03.

     (d)  Interest on each Loan shall be payable on the
Interest Payment Dates applicable to such Loan except as
otherwise provided in this Agreement; provided that (i) in
the event of any repayment or prepayment of any Loan (other
than a prepayment of an ABR Loan), accrued interest on the
principal amount repaid or prepaid shall be payable on the
date of such repayment or prepayment and (ii) in the event
of any conversion of any Eurodollar Loan prior to the end
of the current Interest Period therefor, accrued interest
on such Loan shall be payable on the effective date of such
conversion.  The applicable Alternate Base Rate or LIBO
Rate for each Interest Period or day within an Interest
Period, as the case may be, shall be determined by the
Administrative Agent, and such determination shall be
conclusive absent manifest error.

     SECTION 2.08. Default Interest. If the Borrower shall
default in the payment of the principal of or interest on any
Loan or any other amount becoming due hereunder, by acceleration
or otherwise, the Borrower shall on demand from time to time
pay interest, to the extent permitted by law, on such
defaulted amount to but excluding the date of actual
payment (after as well as before judgment) (a) in the case
of overdue principal, at the rate otherwise applicable to
such Loan pursuant to Section 2.07 plus 2.00% per annum and
(b) in all other cases, at a rate per annum (computed on
the basis of the actual number of days elapsed (including
the first day but excluding the last day) over a year of
365 or 366 days, as the case may be, when determined by
reference to the Prime Rate and over a year of 360 days at
all other times) equal to the rate that would be applicable
to an ABR Revolving Loan plus 2.00%.

     SECTION 2.09. Alternate Rate of Interest. In the
event, and on each occasion, that on the day two Business
Days prior to the commencement of any Interest Period for a
Eurodollar Borrowing the Administrative Agent shall have
determined that dollar deposits in the principal amounts of
the Loans comprising such Borrowing are not generally
available in the London interbank market, or that
reasonable means do not exist for ascertaining the LIBO
Rate, or the Administrative Agent shall have been informed
by the Required Lenders (or, in the case of a Eurodollar
Competitive Loan, any Lender required to make such Loan)
that the rates at which such dollar deposits are being
offered will not adequately and fairly reflect the cost to
the Required Lenders (or such Lender) of making or
maintaining their or its Eurodollar Loan during such
Interest Period, the Administrative Agent shall, as soon as
practicable thereafter, give written or telecopy notice
thereof to the Borrower and the Lenders.  In the event of
any such notice, until the Administrative Agent shall have
advised the Borrower and the Lenders that the circumstances
giving rise to such notice no longer exist, (i) any request
by the Borrower for a Eurodollar Revolving Credit Borrowing
pursuant to Section 2.04 shall be deemed to be a request
for an ABR Borrowing and (ii) any request by the Borrower
for a Eurodollar Competitive Borrowing pursuant to
Section 2.03 shall be of no force and effect and shall be
denied by the Administrative Agent; provided that if the
circumstances giving rise to such notice do not affect all
the Lenders, then the Borrower may make requests for
Eurodollar Competitive Borrowings to Lenders that are not
affected thereby.  Each determination by the Administrative
Agent under this Section 2.09 shall be conclusive absent
manifest error.

     SECTION 2.10. Termination and Reduction of
Commitments. (a)   The Commitments shall
automatically terminate on the Maturity Date.

     (b)  Upon at least three Business Days' prior
irrevocable written or telecopy notice (or telephone notice
promptly confirmed by written or telecopy notice) to the
Administrative Agent, the Borrower may at any time in whole
permanently terminate, or from time to time in part
permanently reduce, the Commitments; provided, however,
that (i) each partial reduction of the Commitments shall be
in an integral multiple of $1,000,000 and in a minimum
amount of $10,000,000 and (ii) the Total Commitment shall
not be reduced to an amount that is less than the sum of
the Aggregate Revolving Credit Exposure and the aggregate
outstanding principal amount of the Competitive Loans at
the time.

     (c)  Each reduction in the Commitments hereunder shall
be made ratably among the Lenders in accordance with their
respective Commitments.  The Borrower shall pay to the
Administrative Agent for the account of the applicable
Lenders, on the date of each termination or reduction, the
Facility Fees on the amount of the Commitments so
terminated or reduced accrued to but excluding the date of
such termination or reduction.

     SECTION 2.11. Conversion and Continuation of
Borrowings. The Borrower shall have the
right at any time upon prior irrevocable written or
telecopy notice (or telephone notice promptly confirmed by
written or telecopy notice) to the Administrative Agent
(a) not later than 11:00 a.m., New York City time, on the
day of conversion, to convert any Eurodollar Borrowing into
an ABR Borrowing, (b) not later than 11:00 a.m., New York
City time, three Business Days prior to conversion or
continuation, to convert any ABR Borrowing into a
Eurodollar Revolving Credit Borrowing or to continue any
Eurodollar Revolving Credit Borrowing as a Eurodollar
Revolving Credit Borrowing for an additional Interest
Period, and (c) not later than 11:00 a.m., New York City
time, three Business Days prior to conversion, to convert
the Interest Period with respect to any Eurodollar
Revolving Credit Borrowing to another permissible Interest
Period, subject in each case to the following:

          (i) each conversion or continuation shall be made
     pro rata among the Lenders in accordance with the
     respective principal amounts of the Loans comprising
     the converted or continued Borrowing;

          (ii) if less than all the outstanding principal
     amount of any Borrowing shall be converted or
     continued, then each resulting Borrowing shall satisfy
     the limitations specified in Sections 2.02(a) and
     2.02(b) regarding the principal amount and maximum
     number of Borrowings of the relevant Type;

          (iii) each conversion shall be effected by each
     Lender and the Administrative Agent by recording for
     the account of such Lender the new Loan of such Lender
     resulting from such conversion and reducing the Loan
     (or portion thereof) of such Lender being converted by
     an equivalent principal amount; accrued interest on
     any Eurodollar Loan (or portion thereof) being
     converted shall be paid by the Borrower at the time of
     conversion;

          (iv) if any Eurodollar Borrowing is converted at
     a time other than the end of the Interest Period
     applicable thereto, the Borrower shall pay, upon
     demand, any amounts due to the Lenders pursuant to
     Section 2.15;

          (v) any portion of a Borrowing maturing or
     required to be repaid in less than one month may not
     be converted into or continued as a Eurodollar
     Borrowing;

           (vi) any portion of a Eurodollar Borrowing that
     cannot be converted into or continued as a Eurodollar
     Borrowing by reason of the immediately preceding
     clause shall be automatically converted at the end of
     the Interest Period in effect for such Borrowing into
     an ABR Borrowing; and

          (vii) upon notice to the Borrower from the
     Administrative Agent given at the request of the
     Required Lenders, after the occurrence and during the
     continuance of a Default or Event of Default, no
     outstanding Revolving Loan may be converted into, or
     continued as, a Eurodollar Loan and, unless repaid,
     each Eurodollar Revolving Borrowing shall be converted
     into an ABR Borrowing at the end of the Interest
     Period applicable thereto.

     Each notice pursuant to this Section 2.11 shall refer
to this Agreement and specify (i) the identity and amount
of the Borrowing that the Borrower requests be converted or
continued, (ii) whether such Borrowing is to be converted
to or continued as a Eurodollar Borrowing or an
ABR Borrowing, (iii) if such notice requests a conversion,
the date of such conversion (which shall be a Business Day)
and (iv) if such Borrowing is to be converted to or
continued as a Eurodollar Borrowing, the Interest Period
with respect thereto.  If no Interest Period is specified
in any such notice with respect to any conversion to or
continuation as a Eurodollar Borrowing, the Borrower shall
be deemed to have selected an Interest Period of one
month's duration.  The Administrative Agent shall advise
the Lenders of any notice given pursuant to this
Section 2.11 and of each Lender's portion of any converted
or continued Borrowing.  If the Borrower shall not have
given notice in accordance with this Section 2.11 to
continue any Borrowing into a subsequent Interest Period
(and shall not otherwise have given notice in accordance
with this Section 2.11 to convert such Borrowing), such
Borrowing shall, at the end of the Interest Period
applicable thereto (unless repaid pursuant to the terms
hereof), automatically be continued into an ABR Borrowing.
The Borrower shall not have the right to continue or
convert the Interest Period with respect to any Competitive
Borrowing pursuant to this Section 2.11.

     SECTION 2.12. Optional Prepayment.(a)  The Borrower shall
have the right at any time and from time to time to prepay any
Borrowing (other than a Competitive Borrowing), in whole or
in part, upon at least three Business Days' prior written
or telecopy notice (or telephone notice promptly confirmed
by written or telecopy notice) in the case of Eurodollar
Loans, or written or telecopy notice (or telephone notice
promptly confirmed by written or telecopy notice) on the
day of prepayment in the case of ABR Loans, to the
Administrative Agent before 11:00 a.m., New York City time;
provided, however, that each partial prepayment shall be in
an amount that is an integral multiple of $1,000,000 and
not less than $10,000,000.  The Borrower shall not have the
right to prepay any Competitive Borrowing.

     (b)  In the event of any termination of all the
Commitments, the Borrower shall repay or prepay all its
outstanding Revolving Credit Borrowings on the date of such
termination. If as a result of any partial reduction of the
Commitments the sum of the Aggregate Revolving Credit
Exposure and the aggregate outstanding principal amount of
the Competitive Loans at the time would exceed the Total
Commitment after giving effect thereto, then the Borrower
shall, on the date of such reduction, repay or prepay
Revolving Credit Borrowings in an amount sufficient to
eliminate such excess.

     (c)  Each notice of prepayment shall specify the
prepayment date and the principal amount of each Borrowing
(or portion thereof) to be prepaid, shall be irrevocable
and shall commit the Borrower to prepay such Borrowing by
the amount stated therein on the date stated therein.  All
prepayments under this Section 2.12 shall be subject to
Section 2.15 but otherwise without premium or penalty.  All
prepayments under this Section 2.12 (other than prepayment
of an ABR Loan that does not occur in connection with, or
as a result of, the reduction or termination of the
Commitments) shall be accompanied by accrued and unpaid
interest on the principal amount to be prepaid to but
excluding the date of payment.

     SECTION 2.13. Reserve Requirements; Change in
Circumstances. (a)  Notwithstanding any other provision of
this Agreement, if any Change in Law shall impose, modify
or deem applicable any reserve, special deposit or similar
requirement against assets of, deposits with or for the
account of or credit extended by any Lender or shall impose
on such Lender or the London interbank market any other
condition affecting this Agreement or Eurodollar Loans or
Fixed Rate Loans made by such Lender, and the result of any
of the foregoing shall be to increase the cost to such
Lender of making or maintaining any Eurodollar Loan or
Fixed Rate Loan or to reduce the amount of any sum received
or receivable by such Lender hereunder (whether of
principal, interest or otherwise) by an amount deemed by
such Lender to be material, then the Borrower will pay to
such Lender upon demand such additional amount or amounts
as will compensate such Lender for such additional costs
incurred or reduction suffered.

     (b)  If any Lender shall have determined that any
Change in Law regarding capital adequacy has or would have
the effect of reducing the rate of return on such Lender's
capital or on the capital of such Lender's holding company,
if any, as a consequence of this Agreement or the Loans
made to a level below that which such Lender or such
Lender's holding company could have achieved but for such
Change in Law (taking into consideration such Lender's
policies and the policies of such Lender's holding company
with respect to capital adequacy) by an amount deemed by
such Lender to be material, then from time to time the
Borrower shall pay to such Lender such additional amount or
amounts as will compensate such Lender or such Lender's
holding company for any such reduction suffered.

     (c)  A certificate of a Lender setting forth the
amount or amounts necessary to compensate such Lender or
its holding company, as applicable, as specified in
paragraph (a) or (b) above shall be delivered to the
Borrower and shall be conclusive absent manifest error.
The Borrower shall pay such Lender the amount shown as due
on any such certificate delivered by it within 15 days
after its receipt of the same.

     (d)  Failure or delay on the part of any Lender to
demand compensation for any increased costs or reduction in
amounts received or receivable or reduction in return on
capital shall not constitute a waiver of such Lender's
right to demand such compensation; provided that the
Borrower shall not be under any obligation to compensate
any Lender under paragraph (a) or (b) above with respect to
increased costs or reductions with respect to any period
prior to the date that is 120 days prior to such request if
such Lender knew or could reasonably have been expected to
know of the circumstances giving rise to such increased
costs or reductions and of the fact that such circumstances
could reasonably be expected to result in a claim for
increased compensation by reason of such increased costs or
reductions; provided further that the foregoing limitation
shall not apply to any increased costs or reductions
arising out of the retroactive application of any Change in
Law within such 120-day period.  The protection of this
Section shall be available to each Lender regardless of any
possible contention of the invalidity or inapplicability of
the Change in Law that shall have occurred or been imposed.
Notwithstanding any other provision of this Section, no
Lender shall be entitled to demand compensation hereunder
in respect of any Competitive Loan if it shall have been
aware of the event or circumstance giving rise to such
demand at the time it submitted the Competitive Bid
pursuant to which such Loan was made.

     SECTION 2.14. Change in Legality. (a)  Notwithstanding
any other provision of this Agreement, if any Change in
Law shall make it unlawful for any Lender to make or maintain
any Eurodollar Loan or to give effect to its obligations as
contemplated hereby with respect to any Eurodollar Loan,
then, by written notice to the Borrower and to the
Administrative Agent:

          (i) such Lender may declare that Eurodollar Loans
     will not thereafter (for the duration of such
     unlawfulness) be made by such Lender hereunder (or be
     continued for additional Interest Periods and ABR
     Loans will not thereafter (for such duration) be
     converted into Eurodollar Loans), whereupon such
     Lender shall not submit a Competitive Bid in response
     to a request for a Eurodollar Competitive Loan and any
     request for a Eurodollar Borrowing (or to convert an
     ABR Borrowing to a Eurodollar Borrowing or to continue
     a Eurodollar Borrowing for an additional Interest
     Period) shall, as to such Lender only, be deemed a
     request for an ABR Loan (or a request to continue an
     ABR Loan as such for an additional Interest Period or
     to convert a Eurodollar Loan into an ABR Loan, as the
     case may be), unless such declaration shall be
     subsequently withdrawn; and

          (ii) such Lender may require that all outstanding
     Eurodollar Loans made by it be converted to ABR Loans,
     in which event all such Eurodollar Loans shall be
     automatically converted to ABR Loans as of the
     effective date of such notice as provided in
     paragraph (b) below.

In the event any Lender shall exercise its rights under
(i) or (ii) above, all payments and prepayments of
principal that would otherwise have been applied to repay
the Eurodollar Loans that would have been made by such
Lender or the converted Eurodollar Loans of such Lender
shall instead be applied to repay the ABR Loans made by
such Lender in lieu of, or resulting from the conversion
of, such Eurodollar Loans.

     (b)  For purposes of this Section 2.14, a notice to
the Borrower by any Lender shall be effective as to each
Eurodollar Loan made by such Lender, if lawful, on the last
day of the Interest Period then applicable to such
Eurodollar Loan; in all other cases such notice shall be
effective on the date of receipt by the Borrower.

     SECTION 2.15. Break Funding. The Borrower shall
compensate each Lender for any loss or expense that such
Lender may sustain or incur as a consequence of (a) such Lender
receiving or being deemed to receive any amount on account of
the principal of any Fixed Rate Loan or Eurodollar Loan prior
to the end of the Interest Period in effect therefor, (b)
the conversion of any Eurodollar Loan to an ABR Loan, or
the conversion of the Interest Period with respect to any
Eurodollar Loan, in each case other than on the last day of
the Interest Period in effect therefor or (c) the failure
of the Borrower to borrow, convert, continue or prepay any
Fixed Rate Loan or Eurodollar Loan made or to be made by
such Lender (including any Eurodollar Loan to be made
pursuant to a conversion or continuation under
Section 2.11) after notice of such borrowing, conversion,
continuation or prepayment shall have been given by the
Borrower hereunder (any of the events referred to in this
sentence being called a "Breakage Event").  In the case of
any Breakage Event, such loss shall include an amount equal
to the excess, as reasonably determined by such Lender, of
(i) its cost of obtaining funds for the Fixed Rate Loan or
Eurodollar Loan that is the subject of such Breakage Event
for the period from the date of such Breakage Event to the
last day of the Interest Period in effect (or that would
have been in effect) for such Loan over (ii) the amount of
interest likely to be realized by such Lender in
redeploying the funds released or not utilized by reason of
such Breakage Event for such period.  A certificate of any
Lender setting forth any amount or amounts which such
Lender is entitled to receive pursuant to this Section 2.15
shall be delivered to the Borrower and shall be conclusive
absent manifest error.  The Borrower shall pay such Lender
the amount due within 15 days of the receipt of any such
certificate.

     SECTION 2.16. Pro Rata Treatment. Except as provided
below in this Section 2.16 with respect to Competitive
Borrowings and as required under Section 2.14, each Borrowing,
each payment or prepayment of principal of any Borrowing, each
payment of interest on the Loans, each payment of the
Facility Fees, each reduction of the Commitments and each
conversion of any Borrowing to or continuation of any
Borrowing as a Borrowing of any Type shall be allocated pro
rata among the Lenders in accordance with their respective
Commitments (or, if such Commitments shall have expired or
been terminated, in accordance with the respective
principal amounts of their outstanding Loans).  Each
payment of principal of and interest on any Competitive
Borrowing shall be allocated pro rata among the Lenders
participating in such Borrowing in accordance with the
respective principal amounts of their outstanding
Competitive Loans comprising such Borrowing.  For purposes
of determining the available Commitments of the Lenders at
any time, each outstanding Competitive Borrowing shall be
deemed to have utilized the Commitments of the Lenders
(including those Lenders which shall not have made Loans as
part of such Competitive Borrowing) pro rata in accordance
with such respective Commitments.  Each Lender agrees that
in computing such Lender's portion of any Borrowing to be
made hereunder, the Administrative Agent may, in its
discretion, round each Lender's percentage of such
Borrowing to the next higher or lower whole dollar amount.
SECTION 2.17. Sharing of Setoffs. tc  \l 2 "SECTION

     2.17. Sharing of Setoffs."  Each Lender agrees that if it
shall, through the exercise of a right of banker's lien,
setoff or counterclaim against the Borrower, or pursuant to
a secured claim under Section 506 of Title 11 of the United
States Code or other security or interest arising from, or
in lieu of, such secured claim, received by such Lender
under any applicable bankruptcy, insolvency or other
similar law or otherwise, or by any other means, obtain
payment (voluntary or involuntary) in respect of any Loan
or Loans as a result of which the unpaid principal portion
of its Loans shall be proportionately less than the unpaid
principal portion of the Loans of any other Lender, it
shall be deemed simultaneously to have purchased from such
other Lender at face value, and shall promptly pay to such
other Lender the purchase price for, a participation in the
Loans of such other Lender, so that the aggregate unpaid
principal amount of the Loans and participations in Loans
held by each Lender shall be in the same proportion to the
aggregate unpaid principal amount of all Loans then
outstanding as the principal amount of its Loans prior to
such exercise of banker's lien, setoff or counterclaim or
other event was to the principal amount of all Loans
outstanding prior to such exercise of banker's lien, setoff
or counterclaim or other event; provided, however, that if
any such purchase or purchases or adjustments shall be made
pursuant to this Section 2.17 and the payment giving rise
thereto shall thereafter be recovered, such purchase or
purchases or adjustments shall be rescinded to the extent
of such recovery and the purchase price or prices or
adjustment restored without interest.  The Borrower
expressly consents to the foregoing arrangements and agrees
that any Lender holding a participation in a Loan deemed to
have been so purchased may exercise any and all rights of
banker's lien, setoff or counterclaim with respect to any
and all moneys owing by the Borrower to such Lender by
reason thereof as fully as if such Lender had made a Loan
directly to the Borrower in the amount of such
participation.

     SECTION 2.18. Payments. (a)  The Borrower shall make
each payment (including principal of or interest on any
Borrowing or any Fees or other amounts) hereunder not later
than 12:00 (noon), New York City time, on the date when due in
immediately available dollars, without setoff, defense or
counterclaim.  Each such payment shall be made to the
Administrative Agent at its offices at Eleven Madison
Avenue, New York, NY 10010 or as otherwise instructed by
the Administrative Agent.

     (b)  Except as otherwise expressly provided herein,
whenever any payment (including principal of or interest on
any Borrowing or any Fees or other amounts) hereunder shall
become due, or otherwise would occur, on a day that is not
a Business Day, such payment may be made on the next
succeeding Business Day, and such extension of time shall
in such case be included in the computation of interest or
Fees, if applicable.

     SECTION 2.19. Taxes. (a)  Any and all payments by the
Borrower hereunder shall be made free and clear of and without
deduction for any Indemnified Taxes or Other Taxes; provided
that if the Borrower shall be required to deduct any Indemnified
Taxes or Other Taxes from such payments, then (i) the sum payable
shall be increased as necessary so that after making all
required deductions (including deductions applicable to
additional sums payable under this Section) the
Administrative Agent or such Lender (as the case may be)
receives an amount equal to the sum it would have received
had no such deductions been made, (ii) the Borrower shall
make such deductions and (iii) the Borrower shall pay the
full amount deducted to the relevant Governmental Authority
in accordance with applicable law.

     (b)  In addition, the Borrower shall pay any Other
Taxes not paid pursuant to Section 2.19(a)(iii) to the
relevant Governmental Authority in accordance with
applicable law.  As of the Closing Date, each Foreign
Lender intends to make Loans hereunder out of an office
located in the United States of America or out of an office
so that such Loans would not be subject to Other Taxes.

     (c)  The Borrower shall indemnify the Administrative
Agent and each Lender, within 15 days after written demand
therefor, for the full amount of any Indemnified Taxes or
Other Taxes paid by the Administrative Agent or such
Lender, as the case may be, on or with respect to any
payment by or on account of any obligation of the Borrower
hereunder (including Indemnified Taxes or Other Taxes
imposed or asserted on or attributable to amounts payable
under this Section) and any penalties, interest and
reasonable expenses arising therefrom or with respect
thereto, whether or not such Indemnified Taxes or Other
Taxes were correctly or legally imposed or asserted by the
relevant Governmental Authority; provided, however, that
the Borrower shall not be obligated to make a payment
pursuant to this Section 2.19 in respect of penalties,
interest and other liabilities attributable to any
Indemnified Taxes or Other Taxes, if (i) such penalties,
interest and other liabilities are attributable to the
failure of the Administrative Agent or such Lender, as the
case may be, to pay amounts paid to the Administrative
Agent or such Lender by the Borrower (for Indemnified Taxes
or Other Taxes) to the appropriate taxing authority in a
timely manner after receipt of such payment from the
Borrower or (ii) such penalties, interest and other
liabilities are attributable to the gross negligence or
wilful misconduct of the Administrative Agent or such
Lender, as the case may be.  After the Administrative Agent
or a Lender learns of the imposition of Indemnified Taxes
or Other Taxes, such person will act in good faith to
promptly notify the Borrower of its obligations hereunder.
A certificate as to the amount of such payment or liability
delivered to the Borrower by a Lender, or by the
Administrative Agent on its behalf or on behalf of a
Lender, shall be conclusive absent manifest error.

     (d)  As soon as practicable after any payment of
Indemnified Taxes or Other Taxes by the Borrower to a
Governmental Authority, the Borrower shall deliver to the
Administrative Agent the original or a certified copy of a
receipt issued by such Governmental Authority evidencing
such payment, a copy of the return reporting such payment
or other evidence of such payment reasonably satisfactory
to the Administrative Agent.

     (e)  Any Lender that is entitled to an exemption from
or reduction of withholding tax under the law of the
jurisdiction in which the Borrower is located, or any
treaty to which such jurisdiction is a party, with respect
to payments under this Agreement shall deliver to the
Borrower (with a copy to the Administrative Agent), at the
time or times prescribed by applicable law, such properly
completed and executed documentation prescribed by
applicable law and reasonably requested by the Borrower as
will permit such payments to be made without withholding or
at a reduced rate.  Each Foreign Lender, before it signs
and delivers this Agreement if listed on the signature
pages hereof and before it becomes a Lender in the case of
each other Foreign Lender, and from time to time
thereafter, before the date any such form expires or
becomes obsolete or invalid, shall provide the Borrower and
the Administrative Agent with Internal Revenue Service form
W-8BEN or W-8ECI (or other appropriate or successor form
prescribed by the Internal Revenue Service) in duplicate,
certifying that such Foreign Lender is entitled to benefits
under an income tax treaty to which the United States of
America is a party which exempts the Foreign Lender from
U.S. withholding tax on payments of interest for the
account of such Foreign Lender or certifying that the
income receivable pursuant to this Agreement is effectively
connected with the conduct by such Foreign Lender of a
trade or business in the United States of America and
exempt from United States withholding tax.

      (f)  If the Administrative Agent or a Lender
determines that it has received a refund or credit in
respect of and specifically associated with any Indemnified
Taxes or Other Taxes as to which it has been indemnified by
the Borrower, or with respect to which the Borrower has
paid additional amounts, it shall promptly notify the
Borrower of such refund or credit and shall within 15 days
from the date of receipt of such refund or benefit of such
credit pay over the amount of such refund or benefit of
such credit (including any interest paid or credited by the
relevant taxing authority or Governmental Authority with
respect to such refund or credit) to the Borrower (but only
to the extent of indemnity payments made, or additional
amounts paid, by the Borrower with respect to the
Indemnified Taxes or Other Taxes giving rise to such refund
of credit), net of all out-of-pocket expenses of such
person.  If the Administrative Agent or a Lender shall
become aware that it is entitled to receive a refund or
credit in respect of Indemnified Taxes or Other Taxes as to
which it has been indemnified by the Borrower or with
respect to which the Borrower has paid additional amounts,
it shall promptly notify the Borrower of the availability
of such refund or credit and shall, within 15 days after
receipt of a request for such by the Borrower (whether as a
result of notification that it has made of such to the
Borrower or otherwise), make a claim to such taxing
authority or Governmental Authority for such refund or
credit and contest such Indemnified Taxes, Other Taxes or
liabilities if (i) such Lender or the Administrative Agent
determines, in its sole discretion, that it would not be
materially disadvantaged or prejudiced as a result of such
contest (it being understood that the mere existence of
fees, charges, costs or expenses that the Borrower has
offered to and agreed to pay on behalf of a Lender or the
Administrative Agent shall not be deemed to be materially
disadvantageous to such person) and (ii) the Borrower
furnishes, upon request of the Lender or the Administrative
Agent, an opinion of reputable tax counsel (such opinion
and such counsel to be acceptable to such Lender or the
Administrative Agent) to the effect that such Indemnified
Taxes or Other Taxes were wrongfully or illegally imposed.

     SECTION 2.20. Assignment of Commitments Under Certain
Circumstances; Duty to Mitigate. (a)  In the event (i) any
Lender delivers a certificate requesting compensation pursuant
to Section 2.13, (ii) any Lender delivers a notice described
in Section 2.14 or (iii) the Borrower is required to pay
any additional amount to any Lender  or any Governmental
Authority on account of any Lender pursuant to
Section 2.19, the Borrower may, at its sole expense and
effort (including with respect to the processing and
recordation fee referred to in Section 9.04(b)), upon
notice to such Lender and the Administrative Agent, require
such Lender to transfer and assign, without recourse (in
accordance with and subject to the restrictions contained
in Section 9.04), all of its interests, rights and
obligations under this Agreement to an assignee that shall
assume such assigned obligations (which assignee may be
another Lender, if a Lender accepts such assignment);
provided that (x) such assignment shall not conflict with
any law, rule or regulation or order of any court or other
Governmental Authority having jurisdiction, (y) the
Borrower shall have received the prior written consent of
the Administrative Agent, which consent shall not
unreasonably be withheld, and (z) the Borrower or such
assignee shall have paid to the affected Lender in
immediately available funds an amount equal to the sum of
the principal of and interest accrued to the date of such
payment on the outstanding Loans of such Lender,
respectively, plus all Fees and other amounts accrued for
the account of such Lender hereunder (including any amounts
under Section 2.13 and Section 2.15); provided further
that, if prior to any such transfer and assignment the
circumstances or event that resulted in such Lender's claim
for compensation under Section 2.13 or notice under
Section 2.14 or the amounts paid pursuant to Section 2.19,
as the case may be, cease to cause such Lender to suffer
increased costs or reductions in amounts received or
receivable or reduction in return on capital, or cease to
have the consequences specified in Section 2.14, or cease
to result in amounts being payable under Section 2.19, as
the case may be (including as a result of any action taken
by such Lender  pursuant to paragraph (b) below), or if
such Lender shall waive its right to claim further
compensation under Section 2.13 in respect of such
circumstances or event or shall withdraw its notice under
Section 2.14 or shall waive its right to further payments
under Section 2.19 in respect of such circumstances or
event, as the case may be, then such Lender shall not
thereafter be required to make any such transfer and
assignment hereunder.

     (b)  If (i) any Lender shall request compensation
under Section 2.13, (ii) any Lender  delivers a notice
described in Section 2.14 or (iii) the Borrower is required
to pay any additional amount or indemnity payment to any
Lender  or any Governmental Authority on account of any
Lender, pursuant to Section 2.19, then such Lender shall
use reasonable efforts (which shall not require such Lender
to incur an unreimbursed loss or unreimbursed cost or
expense or otherwise take any action inconsistent with its
internal policies or legal or regulatory restrictions or
suffer any disadvantage or burden deemed by it to be
significant) (x) to file any certificate or document
reasonably requested in writing by the Borrower or (y) to
assign its rights and delegate and transfer its obligations
hereunder to another of its offices, branches or
affiliates, if such filing or assignment would reduce its
claims for compensation under Section 2.13 or enable it to
withdraw its notice pursuant to Section 2.14 or would
reduce amounts payable pursuant to Section 2.19, as the
case may be, in the future.  The Borrower hereby agrees to
pay all reasonable costs and expenses incurred by any
Lender in connection with any such filing or assignment,
delegation and transfer.


ARTICLE III

Representations and Warranties

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

     SECTION 3.01. Organization; Powers. The Borrower and
each of the Subsidiaries (a) is duly organized, validly
existing and in good standing under the laws of the
jurisdiction of its organization, (b) has all requisite power
and authority to own its property and assets and to carry on
its business as now conducted and (c) is qualified to do
business in, and is in good standing in, every jurisdiction
where such qualification is required, except where the failure
so to qualify could not reasonably be expected to result in a
Material Adverse Effect.

     SECTION 3.02. Authorization. The execution, delivery
and performance by the Borrower of this Agreement and the
transactions contemplated hereby (including the Borrowings
hereunder) (collectively, the "Transactions") (a) are within
the Borrower's corporate powers and have been duly authorized
by all requisite corporate and, if required, stockholder
action and (b) will not (i) violate (A) any provision of
law, statute, rule or regulation, or of the certificate or
articles of incorporation or other constitutive documents
or by-laws of the Borrower or any Subsidiary, (B) any order
of any Governmental Authority or (C) any provision of any
indenture, agreement or other instrument to which the
Borrower or any Subsidiary is a party or by which any of
them or any of their property is or may be bound, the
effect of which could reasonably be expected to result in a
Material Adverse Effect, (ii) result in a breach of or
constitute (alone or with notice or lapse of time or both)
a default under, or give rise to any right to accelerate or
to require the prepayment, repurchase or redemption of any
obligation under any such indenture, agreement or other
instrument, the effect of which could reasonably be
expected to result in a Material Adverse Effect, or
(iii) result in the creation or imposition of any Lien upon
or with respect to any property or assets now owned or
hereafter acquired by the Borrower or any Subsidiary.

     SECTION 3.03. Enforceability. This Agreement has been
duly executed and delivered by the Borrower and constitutes
a legal, valid and binding obligation of the Borrower
enforceable against  the Borrower in accordance with its
terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the
enforceability of creditors' rights generally and to general
principles of equity, regardless of whether considered in a
proceeding in equity or at law.

     SECTION 3.04. Governmental Approvals. No action, consent
or approval of, registration or filing with or any other
action by any Governmental Authority is or will be required
in connection with the Transactions, except for such as
have been made or obtained and are in full force and
effect.

     SECTION 3.05. Financial Statements. The Borrower has
heretofore furnished to the Lenders its consolidated balance
sheets and related statements of income, stockholders' equity
and cash flows (i) as of and for the fiscal year ended December
31, 2002, audited by and accompanied by the opinion of
PricewaterhouseCoopers LLP, independent public accountants,
and (ii) as of and for the fiscal quarter and the portion
of the fiscal year ended September 30, 2003, certified by
its chief financial officer.  Such financial statements
present fairly, in all material respects, the financial
condition and results of operations and cash flows of the
Borrower and its consolidated Subsidiaries as of such dates
and for such periods in accordance with GAAP, subject to
normal year-end audit adjustments and the absence of
footnotes in the case of the statements referred to in
clause (ii) above.

     SECTION 3.06. No Material Adverse Change. No Material
Adverse Change."  Since December 31, 2002, there has been no
material adverse change in the financial condition, results
of operations or business of the Borrower and the Subsidiaries,
taken as a whole.

     SECTION 3.07. Subsidiaries. Schedule 3.07 sets forth
as of the Closing Date a list of all Subsidiaries and the
percentage ownership interest of the Borrower therein.

     SECTION 3.08. Litigation; Compliance with Laws. (a)
There are not any actions, suits or proceedings at
law or in equity or by or before any Governmental Authority
now pending or, to the knowledge of the Borrower,
threatened against or affecting the Borrower or any
Subsidiary or any business, property or rights of any such
person (i) that involve this Agreement or the Transactions
or (ii) as to which there is a reasonable possibility of an
adverse determination and that, if adversely determined,
could reasonably be expected, individually or in the
aggregate, to result in a Material Adverse Effect.

     (b)  None of the Borrower or any of the Subsidiaries
is in violation of any law, rule or regulation, or is in
default with respect to any judgment, writ, injunction,
decree or order of any Governmental Authority, where such
violation or default could reasonably be expected to result
in a Material Adverse Effect.

     SECTION 3.09. Federal Reserve Regulations. (a)  The
Borrower is not engaged principally, or as one of its
important activities, in the business of extending credit
for the purpose of buying or carrying Margin Stock.

     (b)  No part of the proceeds of any Loan will be used,
whether directly or indirectly, and whether immediately,
incidentally or ultimately, for any purpose that entails a
violation of, or that is inconsistent with, the provisions
of the Regulations of the Board, including Regulation T, U
or X.

     SECTION 3.10. Investment Company Act; Public Utility
Holding Company Act. None of the Borrower or any of the
Subsidiaries is (a) an "investment company" as defined in,
or subject to regulation under, the Investment Company Act
of 1940 or (b) a "holding company" as defined in, or subject
to regulation under, the Public Utility Holding Company Act of
1935.

    SECTION 3.11. Use of Proceeds. The Borrower will use
the proceeds of the Loans only for the purposes specified in
the preamble to this Agreement.

     SECTION 3.12.  Tax Returns. Each of the Borrower and
the Subsidiaries has filed or caused to be filed all Federal,
state, local and foreign tax returns or materials required to
have been filed by it and has paid or caused to be paid all
Taxes due and payable by it and all assessments received by it,
except (a) Taxes that are being contested in good faith by
appropriate proceedings and for which the Borrower or such
Subsidiary, as applicable, shall have set aside on its
books adequate reserves or (b) to the extent that the
failure to do so could not reasonably be expected to result
in a Material Adverse Effect.

     SECTION 3.13. No Material Misstatements. None of (a) the
Confidential Information Memorandum or (b) any other
information, report, financial statement, exhibit or
schedule furnished by or on behalf of the Borrower to the
Administrative Agent or any Lender in connection with the
negotiation of this Agreement contains any material
misstatement of fact or omits to state any material fact
necessary to make the statements therein taken as a whole,
in the light of the circumstances under which they were
made, not misleading; provided that to the extent any such
information, report, financial statement, exhibit or
schedule was based upon or constitutes a forecast or
projection, the Borrower represents only that it acted in
good faith and utilized reasonable assumptions and due care
in the preparation of such information, report, financial
statement, exhibit or schedule.

     SECTION 3.14. Employee Benefit Plans. No ERISA Event has
occurred or is reasonably expected to occur that, when
taken together with all other such ERISA Events, could
reasonably be expected to result in a Material Adverse
Effect.  The accumulated benefit obligations (as defined in
Statement of Financial Accounting Standards No. 87) under
all Plans (based on the assumptions used for purposes of
Statement of Financial Accounting Standards No. 87) did
not, as of the last annual valuation dates applicable
thereto, exceed by more than $60,000,000 the fair market
value of the assets of all such Plans.

     SECTION 3.15. Environmental Matters. Except with respect
to any matters that, individually or in the aggregate, could
not reasonably be expected to result in a Material Adverse
Effect, neither the Borrower nor any of the Subsidiaries
(i) has failed to comply with any Environmental Law or to
obtain, maintain or comply with any permit, license or
other approval required under any Environmental Law,
(ii) is subject to any Environmental Liability, (iii) has
received written notice of any claim with respect to any
Environmental Liability or (iv) knows of any basis for any
Environmental Liability of the Borrower or the
Subsidiaries.

     SECTION 3.16.  Senior Indebtedness. The Loans and other
obligations hereunder constitute "Senior Indebtedness"
under and as defined in the Subordinated Note Documents.

ARTICLE IV

Conditions of Lending

The obligations of the Lenders to make Loans hereunder
are subject to the satisfaction of the following
conditions:

     SECTION 4.01. All Borrowings. On the date of each
Borrowing:

(a)  The Administrative Agent shall have received a
notice of such Borrowing as required by Section 2.03 or
2.04, as applicable.

(b)  The representations and warranties set forth in
Article III hereof shall be true and correct in all
material respects on and as of the date of such Borrowing
with the same effect as though made on and as of such date,
except to the extent such representations and warranties
expressly relate to an earlier date.

(c)  At the time of and immediately after such
Borrowing, no Event of Default or Default shall have
occurred and be continuing.

Each Borrowing shall be deemed to constitute a
representation and warranty by the Borrower on the date of
such Borrowing as to the matters specified in paragraphs
(b) and (c) of this Section 4.01.

     SECTION 4.02. Closing Date. On the Closing Date:

          (a)  The Administrative Agent (or its counsel)
     shall have received from each party hereto either (i)
     a counterpart of this Agreement signed on behalf of
     such party or (ii) written evidence satisfactory to
     the Administrative Agent (which may include telecopy
     transmission of a signed signature page of this
     Agreement) that such party has signed a counterpart of
     this Agreement.

          (b)  The Administrative Agent shall have
     received, on behalf of itself and the Lenders a
     favorable written opinion of each of (i) Bradford T.
     Smith, Chief Legal Counsel of the Borrower,
     substantially to the effect set forth in Exhibit E-1,
     and (ii) Hogan & Hartson L.L.P., special counsel for
     the Borrower, substantially to the effect set forth in
     Exhibit E-2, (A) dated the Closing Date, (B) addressed
     to the Administrative Agent and the Lenders, and (C)
     covering such other matters relating to this Agreement
     and the Transactions as the Administrative Agent shall
     reasonably request, and the Borrower hereby requests
     such counsel to deliver such opinions.

          (c)  The Administrative Agent shall have received
     (i) a copy of the certificate of incorporation,
     including all amendments thereto, of the Borrower,
     certified as of a recent date by the Secretary of
     State of the State of Delaware, and a certificate as
     to the good standing of the Borrower as of a recent
     date, from such Secretary of State; (ii) a certificate
     of the Secretary or Assistant Secretary of the
     Borrower dated the Closing Date and certifying
     (A) that attached thereto is a true and complete copy
     of the by-laws of the Borrower as in effect on the
     Closing Date and at all times since a date prior to
     the date of the resolutions described in clause (B)
     below, (B) that attached thereto is a true and
     complete copy of resolutions duly adopted by the Board
     of Directors of the Borrower authorizing the
     execution, delivery and performance of this Agreement
     and the borrowings hereunder, and that such
     resolutions have not been modified, rescinded or
     amended and are in full force and effect, (C) that the
     certificate of incorporation of the Borrower has not
     been amended since the date of the last amendment
     thereto shown on the certificate of good standing
     furnished pursuant to clause (i) above, and (D) as to
     the incumbency and specimen signature of each officer
     executing this Agreement or any other document
     delivered in connection herewith on behalf of the
     Borrower; (iii) a certificate of another officer as to
     the incumbency and specimen signature of the Secretary
     or Assistant Secretary executing the certificate
     pursuant to clause (ii) above; and (iv) such other
     documents relating to the Borrower, this Agreement or
     the Transactions as the Lenders or the Administrative
     Agent may reasonably request.

          (d)  The Administrative Agent shall have received
     a certificate, dated the Closing Date and signed by a
     Financial Officer of the Borrower, confirming
     compliance with the conditions precedent set forth in
     paragraphs (b) and (c) of Section 4.01.

          (e)  The Administrative Agent shall have received
     all Fees and other amounts due and payable on or prior
     to the Closing Date, including, to the extent
     invoiced, reimbursement or payment of all
     out-of-pocket expenses required to be reimbursed or
     paid by the Borrower hereunder.

         (f) All principal, interest, fees and other
     amounts outstanding or due under the Existing Credit
     Agreement shall have been paid in full, and the
     commitments thereunder terminated, and the
     Administrative Agent shall have received satisfactory
     evidence thereof.

         (g) The  credit facility provided for by this
     Agreement shall be rated not lower than BBB by S&P,
     and the Administrative Agent shall have received
     satisfactory evidence thereof.

         (h) The Lenders shall have received all
     documentation and other information requested by them
     and required by bank regulatory authorities under
     applicable "know your customer" and anti-money
     laundering rules and regulations, including the USA
     Patriot Act.

ARTICLE V

Affirmative Covenants

     The Borrower covenants and agrees with each Lender
that until the Commitments have been terminated and the
principal of and interest on each Loan, all Fees and all
other expenses or amounts payable hereunder shall have been
paid in full, unless the Required Lenders shall otherwise
consent in writing, the Borrower will, and will cause each
of the Subsidiaries to:

     SECTION 5.01. Existence; Businesses and Properties.
(a)  Do or cause to be done all things necessary to
preserve, renew and keep in full force and effect its legal
existence, except as otherwise expressly permitted under
Section 6.04.

     (b)  Do or cause to be done all things necessary to
obtain, preserve, renew, extend and keep in full force and
effect its rights, licenses, permits, franchises,
authorizations, patents, copyrights, trademarks and trade
names, and comply in all material respects with all
applicable laws, rules, regulations and decrees and orders
of any Governmental Authority, in each case except where
the failure to do so could not reasonably be expected to
result in a Material Adverse Effect.

     SECTION 5.02. Insurance. Maintain with responsible
and reputable insurance companies insurance, to such extent
and against such risks as is customary with companies in the
same or similar businesses operating in the same or similar
locations.

     SECTION 5.03. Obligations and Taxes. Pay its Indebtedness
and other obligations, including Taxes, before the same shall
become delinquent or in default, except where (a) the
validity or amount thereof shall be contested in good faith
by appropriate proceedings and the Borrower shall have set
aside on its books adequate reserves with respect thereto
in accordance with GAAP or (b) to the extent that the
failure to do so could not reasonably be expected to result
in a Material Adverse Effect.

    SECTION 5.04. Financial Statements, Reports, etc.
In the case of the Borrower, furnish to the Administrative
Agent and each Lender:

     (a) within 105 days after the end of each fiscal
year, its consolidated balance sheet and related
statements of income, stockholders' equity and cash
flows as of the close of and for such fiscal year,
together with comparative figures for the immediately
preceding fiscal year, all audited by
PricewaterhouseCoopers LLP or other independent public
accountants of recognized national standing and
accompanied by an opinion of such accountants (which
shall not be qualified in any material respect) to the
effect that such consolidated financial statements
present fairly in all material respects the financial
condition and results of operations of the Borrower
and its consolidated Subsidiaries on a consolidated
basis in accordance with GAAP consistently applied;

     (b) within 50 days after the end of each of the
first three fiscal quarters of each fiscal year, its
consolidated balance sheet and related statements of
income, stockholders' equity and cash flows as of the
close of and for such fiscal quarter and the then
elapsed portion of the fiscal year, and comparative
figures for the same periods in the immediately
preceding fiscal year, all certified by one of its
Financial Officers as presenting fairly in all
material respects the financial condition and results
of operations of the Borrower and its consolidated
Subsidiaries on a consolidated basis in accordance
with GAAP consistently applied, subject to normal
year-end audit adjustments and the absence of
footnotes;

     (c) concurrently with any delivery of financial
statements under paragraph (a) or (b) above, a
certificate of a Financial Officer (A) certifying that
no Event of Default or Default has occurred or, if
such an Event of Default or Default has occurred,
specifying the nature and extent thereof and any
corrective action taken or proposed to be taken with
respect thereto, (B) setting forth computations in
reasonable detail satisfactory to the Administrative
Agent demonstrating compliance with the covenants
contained in Sections 6.07 and 6.08 and (C) stating
whether any change in GAAP or in the application
thereof has occurred since the date of the audited
financial statements referred to in Section 3.05 and,
if any such change has occurred, specifying the effect
of such change on the financial statements
accompanying such certificate;

     (d) promptly after the same become publicly
available, copies of all periodic and other reports,
proxy statements and other materials filed by the
Borrower or any Subsidiary with the Securities and
Exchange Commission, or any Governmental Authority
succeeding to any or all of the functions of said
Commission, or with any national securities exchange,
or distributed to its shareholders, as the case may
be;

     (e) promptly after the receipt thereof by the
Borrower or any of its Subsidiaries, a copy of any
"management letter" received by any such person from
its certified public accountants and the management's
response thereto;

     (f) promptly, from time to time, such other
information regarding the operations, business affairs
and financial condition of the Borrower or any
Subsidiary, or compliance with the terms of this
Agreement, as the Administrative Agent or any Lender
may reasonably request; and

     (g)  promptly, following a request by any Lender,
all documentation and other information that such
Lender reasonably requests in order to comply with its
ongoing obligations under applicable "know your
customer" and anti-money laundering rules and
regulations, including the USA Patriot Act.

     SECTION 5.05. Litigation and Other Notices.In the
case of the Borrower, furnish to the Administrative Agent
and each Lender prompt written notice of the following:

     (a) any Event of Default or Default, specifying
the nature and extent thereof and the corrective
action (if any) taken or proposed to be taken with
respect thereto;

     (b) the filing or commencement of, or any threat
or notice of intention of any person to file or
commence, any action, suit or proceeding, whether at
law or in equity or by or before any Governmental
Authority, against the Borrower or any Affiliate
thereof that could reasonably be expected to result in
a Material Adverse Effect;

     (c) any change in the rating by S&P of the Index
Debt; and

     (d) the occurrence of any ERISA Event that, alone
or together with any other ERISA Events that have
occurred, could reasonably be expected to result in a
Material Adverse Effect.

     SECTION 5.06. Maintaining Records; Access to
Properties and Inspections. Keep books of record and
account in conformity with GAAP and all requirements of
law in relation to its business and activities.  The Borrower
will, and will cause each of its Subsidiaries to, permit
any representatives designated by the Administrative Agent
or any Lender, upon reasonable prior notice, to visit and
inspect the financial records and the properties of the
Borrower or any Subsidiary at reasonable times and as often
as reasonably requested and to make extracts from and
copies of such financial records, and permit any
representatives designated by the Administrative Agent or
any Lender to discuss the affairs, finances and condition
of the Borrower or any Subsidiary with the officers thereof
and independent accountants therefor.

     SECTION 5.07. Use of Proceeds. Use the proceeds of the
Loans only for the purposes set forth in the preamble to this
Agreement.

     SECTION 5.08. Reportable Transactions. Promptly notify
the Administrative Agent if it or any of its Subsidiaries
determines that the Loans or any of the transactions
contemplated by this Agreement are a "reportable
transaction" under Sections 6011, 6111 or 6112 of the
Internal Revenue Code or the Treasury Regulations
promulgated thereunder.

ARTICLE VI

Negative Covenants

     The Borrower covenants and agrees with each Lender
that, until the Commitments have been terminated and the
principal of and interest on each Loan, all Fees and all
other expenses or amounts payable hereunder have been paid
in full, unless the Required Lenders shall otherwise
consent in writing, the Borrower will not, and will not
cause or permit any of the Subsidiaries to:

     SECTION 6.01. Subsidiary Indebtedness. With respect to
the Subsidiaries, incur, create, issue, assume or permit to
exist any Indebtedness or preferred stock, except:

     (a) Indebtedness or preferred stock existing on
the date hereof and having an aggregate principal
amount (or, in the case of preferred stock, an
aggregate liquidation preference) of less than
$25,000,000 in the aggregate and, in the case of any
such Indebtedness, any extensions, renewals or
replacements thereof to the extent the principal
amount of such Indebtedness is not increased, and such
Indebtedness, if subordinated to the Loans, remains so
subordinated on terms no less favorable to the
Lenders, and the original obligors in respect of such
Indebtedness remain the only obligors thereon;

     (b) Indebtedness created or existing (i)
hereunder or (ii) under the Three-Year Credit
Agreement;

     (c) intercompany Indebtedness or preferred stock
to the extent owing to or held by the Borrower or
another Subsidiary;

     (d) Indebtedness of any Subsidiary incurred to
finance the acquisition, construction or improvement
of any fixed or capital assets, and extensions,
renewals and replacements of any such Indebtedness
that do not increase the outstanding principal amount
thereof; provided that (i) such Indebtedness is
incurred prior to or within 180 days after such
acquisition or the completion of such construction or
improvement and (ii) the aggregate principal amount of
Indebtedness permitted by this Section 6.01(d), when
combined with the aggregate principal amount of all
Capital Lease Obligations incurred pursuant to Section
6.01(e) and all Indebtedness incurred pursuant to
Section  6.01(f), shall not exceed $100,000,000 at any
time outstanding;

     (e) Capital Lease Obligations in an aggregate
principal amount, when combined with the aggregate
principal amount of all Indebtedness incurred pursuant
to Section 6.01(d) and Section 6.01(f), not in excess
of $100,000,000 at any time outstanding;

     (f) Indebtedness of any person that becomes a
Subsidiary after the date hereof; provided that
(i) such Indebtedness exists at the time such person
becomes a Subsidiary and is not created in
contemplation of or in connection with such person
becoming a Subsidiary, (ii) immediately before and
after such person becomes a Subsidiary, no Event of
Default or Default shall have occurred and be
continuing and (iii) the aggregate principal amount of
Indebtedness permitted by this clause (f), when
combined with the aggregate principal amount of all
Indebtedness incurred pursuant to Section 6.01(d) and
all Capital Lease Obligations incurred pursuant to
Section 6.01(e), shall not exceed $100,000,000 at any
time outstanding;

     (g) Indebtedness under performance bonds or with
respect to workers' compensation claims, in each case
incurred in the ordinary course of business; and

     (h) additional Indebtedness or preferred stock of
the Subsidiaries to the extent not otherwise permitted
by the foregoing clauses of this Section 6.01 in an
aggregate principal amount (or, in the case of
preferred stock, with an aggregate liquidation
preference), when combined (without duplication) with
the amount of obligations of the Borrower and its
Subsidiaries secured by Liens pursuant to
Section 6.02(j), not to exceed $100,000,000 at any
time outstanding.

     SECTION 6.02. Liens. Create, incur, assume or permit
to exist any Lien on any property or assets (including
Equity Interests or other securities of any person,
including any Subsidiary) now owned or hereafter acquired
by it or on any income or revenues or rights in respect
of any thereof, except:

     (a) Liens on property or assets of the Borrower and
its Subsidiaries existing on the date hereof and encumbering
property or assets with a fair market value, and
securing obligations having an aggregate principal amount,
in each case less than $25,000,000 in the aggregate; provided
that (x) such Liens shall secure only those obligations
 which they secure on the date hereof and extensions,
renewals and replacements thereof permitted hereunder and
(y) such Liens shall not apply to any other property or assets
of the Borrower or any of the Subsidiaries;

     (b) any Lien existing on any property or asset
prior to the acquisition thereof by the Borrower or
any Subsidiary or existing on any property or asset of
any person that becomes a Subsidiary after the date
hereof prior to the time such person becomes a
Subsidiary; provided that (i) such Lien is not created
in contemplation of or in connection with such
acquisition or such person becoming a Subsidiary, as
the case may be, (ii) such Lien does not apply to any
other property or assets of the Borrower or any
Subsidiary and (iii) such Lien shall secure only those
obligations which it secures on the date of such
acquisition or the date such person becomes a
Subsidiary, as the case may be and extensions,
renewals and replacements thereof permitted hereunder;

     (c) Liens for taxes not yet due or which are
being contested in compliance with Section 5.03;

     (d) carriers', warehousemen's, mechanics',
materialmen's, repairmen's or other like Liens arising
in the ordinary course of business and securing
obligations that are not overdue by more than 90 days
or which are being contested in compliance with
Section 5.03;

     (e) pledges and deposits made in the ordinary
course of business in compliance with workmen's
compensation, unemployment insurance and other social
security laws or regulations;

     (f) deposits to secure the performance of bids,
trade contracts (other than for Indebtedness), leases
(other than Capital Lease Obligations), statutory
obligations, surety and appeal bonds, performance
bonds and other obligations of a like nature, in each
case in the ordinary course of business;

     (g) zoning restrictions, easements, rights-of-
way, restrictions on use of real property and other
similar encumbrances incurred in the ordinary course
of business which, in the aggregate, are not
substantial in amount and do not materially detract
from the value of the property subject thereto or
interfere with the ordinary conduct of the business of
the Borrower or any of its Subsidiaries;

     (h) purchase money security interests in real
property, improvements thereto or equipment hereafter
acquired (or, in the case of improvements,
constructed) by the Borrower or any Subsidiary;
provided that (i) such security interests secure
Indebtedness permitted by Section 6.01, (ii) such
security interests are incurred, and the Indebtedness
secured thereby is created, within 180 days after such
acquisition (or construction) and  (iii) such security
interests do not apply to any other property or assets
of the Borrower or any Subsidiary;

     (i) Liens in respect of judgments that do not
constitute an Event of Default; and

     (j) Liens not otherwise permitted by the
foregoing clauses of this Section 6.02 securing
obligations otherwise permitted by this Agreement in
an aggregate principal and face amount, when combined
(without duplication) with the amount of Indebtedness
or preferred stock of Subsidiaries incurred pursuant
to Section 6.01(h), not to exceed $100,000,000 at any
time outstanding.

     SECTION 6.03. Sale and Lease-Back Transactions. Enter
into any arrangement, directly or indirectly, with any
person whereby it shall sell or transfer any property, real
or personal, used or useful in its business, whether now
owned or hereafter acquired, and thereafter rent or lease
such property or other property which it intends to use for
substantially the same purpose or purposes as the property
being sold or transferred unless (a) the sale of such
property is permitted by Section 6.04 and (b) any Capital
Lease Obligations or Liens arising in connection therewith
are permitted by Sections 6.01 and 6.02, respectively.

     SECTION 6.04. Mergers, Consolidations and Sales of
Assets. Merge into or consolidate with any
other person, or permit any other person to merge into or
consolidate with it, or sell, transfer, lease or otherwise
dispose of (in one transaction or in a series of
transactions) all or substantially all the assets (whether
now owned or hereafter acquired) of the Borrower, or
liquidate or dissolve, except that, if at the time thereof
and immediately after giving effect thereto no Event of
Default or Default shall have occurred and be continuing,
(a) any person may merge into the Borrower in a transaction
in which the Borrower is the surviving corporation, (b) any
person, other than the Borrower, may merge into or
consolidate with any Subsidiary in a transaction in which
the surviving entity is a Subsidiary and (c) any Subsidiary
may liquidate or dissolve if the Borrower determines in
good faith that such liquidation or dissolution is in the
best interests of the Borrower and is not materially
disadvantageous to the Lenders.

     SECTION 6.05. Restricted Payments. Declare or make,
or agree to declare or make, directly or indirectly, any
Restricted Payment (including pursuant to any Synthetic
Purchase Agreement), or incur any obligation (contingent or
otherwise) to do so; provided, however, that (i) any
Subsidiary may declare and pay dividends or make other
distributions ratably to holders of Equity Interests in it,
(ii) the Borrower may declare and pay dividends or make
other distributions of its Equity Interests and (iii) so
long as no Default or Event of Default shall have occurred
and be continuing or would result therefrom, the Borrower
and the Subsidiaries may declare and make, directly or
indirectly, additional Restricted Payments to the extent
not otherwise permitted by the foregoing clauses of this
Section 6.05 in an aggregate amount not to exceed
$300,000,000.

     SECTION 6.06. Business of Borrower and
Subsidiaries. Engage to any material extent in any
business or business activity other than businesses of the
type currently conducted by the Borrower and the
Subsidiaries and business activities reasonably related
thereto.

     SECTION 6.07. Interest Coverage Ratio. Permit the
Interest Coverage Ratio for any period of four consecutive
fiscal quarters, in each case taken as one accounting
period, to be less than 5.0 to 1.0.

     SECTION 6.08. Maximum Leverage Ratio. Permit the
Leverage Ratio for any period of four consecutive fiscal
quarters, in each case taken as one accounting period, to
be greater than 2.5 to 1.0.

     SECTION 6.09. Hedging Agreements. Enter into any Hedging
Agreement other than non-speculative Hedging Agreements
entered into to hedge or mitigate risks to which the
Borrower or a Subsidiary is exposed in the ordinary course
of the conduct of its business or the management of its
liabilities.

ARTICLE VII

Events of Default

In case of the happening of any of the following
events ("Events of Default"):

     (a) any representation or warranty made or deemed made
in or in connection with this Agreement or the Borrowings
hereunder, or any representation, warranty, statement or
information contained in any report, certificate, financial
statement or other instrument furnished in connection with
or pursuant to this Agreement shall prove to have been
false or misleading in any material respect when so made,
deemed made or furnished;

     (b) default shall be made in the payment of any
principal of any Loan when and as the same shall become due
and payable, whether at the due date thereof or at a date
fixed for prepayment thereof or by acceleration thereof or
otherwise;

     (c) default shall be made in the payment of any
interest on any Loan or any Fee or any other amount (other
than an amount referred to in (b) above) due under this
Agreement, when and as the same shall become due and
payable, and such default shall continue unremedied for a
period of five Business Days;

     (d) default shall be made in the due observance or
performance by the Borrower or any Subsidiary of any
covenant, condition or agreement contained in
Section 5.01(a) (with respect to the Borrower), 5.05(a) or
5.07 or in Article VI;

     (e) default shall be made in the due observance or
performance by the Borrower or any Subsidiary of any
covenant, condition or agreement contained in this
Agreement (other than those specified in (b), (c) or (d)
above) and such default shall continue unremedied for a
period of 30 days after notice thereof from the
Administrative Agent to the Borrower (which notice will be
given at the request of any Lender);

     (f) (i) the Borrower or any Material Subsidiary
shall (i) fail to pay any principal or interest, regardless
of amount, due in respect of any Material Indebtedness,
when and as the same shall become due and payable (after
giving effect to any applicable grace period), or (ii) any
other event or condition occurs (after giving effect to any
applicable grace period) that results in any Material
Indebtedness becoming due prior to its scheduled maturity
or that enables or permits the holder or holders of any
Material Indebtedness or any trustee or agent on its or
their behalf to cause any Material Indebtedness to become
due, or to require the prepayment, repurchase, redemption
or defeasance thereof, prior to its scheduled maturity;
provided that this clause (ii) shall not apply to secured
Indebtedness that becomes due as a result of the voluntary
sale or transfer of the property or assets securing such
Indebtedness;

    (g) an involuntary proceeding shall be commenced or an
involuntary petition shall be filed in a court of competent
jurisdiction seeking (i) relief in respect of the Borrower
or any Material Subsidiary, or of a substantial part of the
property or assets of the Borrower or a Material
Subsidiary, under Title 11 of the United States Code, as
now constituted or hereafter amended, or any other Federal,
state or foreign bankruptcy, insolvency, receivership or
similar law, (ii) the appointment of a receiver, trustee,
custodian, sequestrator, conservator or similar official
for the Borrower or any Material Subsidiary or for a
substantial part of the property or assets of the Borrower
or a Material Subsidiary or (iii) the winding-up or
liquidation of the Borrower or any Material Subsidiary; and
such proceeding or petition shall continue undismissed for
60 days or an order or decree approving or ordering any of
the foregoing shall be entered;

     (h) the Borrower or any Material Subsidiary shall
(i) voluntarily commence any proceeding or file any
petition seeking relief under Title 11 of the United States
Code, as now constituted or hereafter amended, or any other
Federal, state or foreign bankruptcy, insolvency,
receivership or similar law, (ii) consent to the
institution of, or fail to contest in a timely and
appropriate manner, any proceeding or the filing of any
petition described in (g) above, (iii) apply for or consent
to the appointment of a receiver, trustee, custodian,
sequestrator, conservator or similar official for the
Borrower or any Material Subsidiary or for a substantial
part of the property or assets of the Borrower or any
Material Subsidiary, (iv) file an answer admitting the
material allegations of a petition filed against it in any
such proceeding, (v) make a general assignment for the
benefit of creditors, (vi) become unable, admit in writing
its inability or fail generally to pay its debts as they
become due or (vii) take any action for the purpose of
effecting any of the foregoing;

     (i) one or more judgments for the payment of money in
an amount in excess of $50,000,000 individually or
$75,000,000 in the aggregate shall be rendered against the
Borrower, any Material Subsidiary or any combination
thereof and the same shall remain undischarged for a period
of 30 consecutive days during which execution shall not be
effectively stayed, or any action shall be legally taken by
a judgment creditor to levy upon assets or properties of
the Borrower or any Material Subsidiary to enforce any such
judgment; provided, however, that any such judgment shall
not be an Event of Default under this paragraph (i) if and
for so long as (i) the entire amount of such judgment is
covered by a valid and binding policy of insurance between
the defendant and the insurer covering payment thereof and
(ii) such insurer, which shall be rated at least "A" by
A.M. Best Company, has been notified of, and has not
disputed the claim made for payment of the amount of such
judgment;.

     (j) one or more ERISA Events shall have occurred that
results in liability of the Borrower and its ERISA
Affiliates exceeding $50,000,000 individually or
$75,000,000 in the aggregate; or

     (k) there shall have occurred a Change in Control;

then, and in every such event (other than an event with
respect to the Borrower described in paragraph (g) or (h)
above), and at any time thereafter during the continuance
of such event, the Administrative Agent may, and at the
request of the Required Lenders shall, by notice to the
Borrower, take either or both of the following actions, at
the same or different times:  (i) terminate forthwith the
Commitments and (ii) declare the Loans then outstanding to
be forthwith due and payable in whole or in part, whereupon
the principal of the Loans so declared to be due and
payable, together with accrued interest thereon and any
unpaid accrued Fees and all other liabilities of the
Borrower accrued hereunder, shall become forthwith due and
payable, without presentment, demand, protest or any other
notice of any kind, all of which are hereby expressly
waived by the Borrower, anything contained hereinto the
contrary notwithstanding; and in any event with respect to
the Borrower described in paragraph (g) or (h) above, the
Commitments shall automatically terminate and the principal
of the Loans then outstanding, together with accrued
interest thereon and any unpaid accrued Fees and all other
liabilities of the Borrower accrued hereunder, shall
automatically become due and payable, without presentment,
demand, protest or any other notice of any kind, all of
which are hereby expressly waived by the Borrower, anything
contained herein to the contrary notwithstanding.

ARTICLE VIII

The Administrative Agent

     Each of the Lenders hereby irrevocably appoints the
Administrative Agent its agent and authorizes the
Administrative Agent to take such actions on its behalf and
to exercise such powers as are delegated to the
Administrative Agent by the terms of this Agreement,
together with such actions and powers as are reasonably
incidental thereto.

     The bank serving as the Administrative Agent hereunder
shall have the same rights and powers in its capacity as a
Lender as any other Lender and may exercise the same as
though it were not the Administrative Agent, and such bank
and its Affiliates may accept deposits from, lend money to
and generally engage in any kind of business with the
Borrower or any Subsidiary or other Affiliate thereof as if
it were not the Administrative Agent hereunder.

     The Administrative Agent shall not have any duties or
obligations except those expressly set forth in this
Agreement.  Without limiting the generality of the
foregoing, (a) the Administrative Agent shall not be
subject to any fiduciary or other implied duties,
regardless of whether a Default has occurred and is
continuing, (b) the Administrative Agent shall not have any
duty to take any discretionary action or exercise any
discretionary powers, except discretionary rights and
powers expressly contemplated by this Agreement that the
Administrative Agent is required to exercise in writing by
the Required Lenders (or such other number or percentage of
the Lenders as shall be necessary under the circumstances
as provided in Section 9.08), and (c) except as expressly
set forth herein, the Administrative Agent shall not have
any duty to disclose, and shall not be liable for the
failure to disclose, any information relating to the
Borrower or any of the Subsidiaries that is communicated to
or obtained by the bank serving as Administrative Agent or
any of its Affiliates in any capacity.  The Administrative
Agent shall not be liable for any action taken or not taken
by it with the consent or at the request of the Required
Lenders (or such other number or percentage of the Lenders
as shall be necessary under the circumstances as provided
in Section 9.08) or in the absence of its own gross
negligence or wilful misconduct.  The Administrative Agent
shall not be deemed to have knowledge of any Default unless
and until written notice thereof is given to the
Administrative Agent by the Borrower or a Lender, and the
Administrative Agent shall not be responsible for or have
any duty to ascertain or inquire into (i) any statement,
warranty or representation made in or in connection with
this Agreement, (ii) the contents of any certificate,
report or other document delivered thereunder or in
connection therewith, (iii) the performance or observance
of any of the covenants, agreements or other terms or
conditions set forth herein, (iv) the validity,
enforceability, effectiveness or genuineness of this
Agreement or any other agreement, instrument or document,
or (v) the satisfaction of any condition set forth in
Article IV or elsewhere herein, other than to confirm
receipt of items expressly required to be delivered to the
Administrative Agent.

     The Administrative Agent shall be entitled to rely
upon, and shall not incur any liability for relying upon,
any notice, request, certificate, consent, statement,
instrument, document or other writing believed by it to be
genuine and to have been signed or sent by the proper
person.  The Administrative Agent may also rely upon any
statement made to it orally or by telephone and believed by
it to have been made by the proper person, and shall not
incur any liability for relying thereon.  The
Administrative Agent may consult with legal counsel (who
may be counsel for the Borrower), independent accountants
and other experts selected by it, and shall not be liable
for any action taken or not taken by it in accordance with
the advice of any such counsel, accountants or experts.

     The Administrative Agent may perform any and all its
duties and exercise its rights and powers by or through any
one or more sub-agents appointed by it.  The Administrative
Agent and any such sub-agent may perform any and all its
duties and exercise its rights and powers by or through
their respective Related Parties.  The exculpatory
provisions of the preceding paragraphs shall apply to any
such sub-agent and to the Related Parties of each
Administrative Agent and any such sub-agent, and shall
apply to their respective activities in connection with the
syndication of the credit facilities provided for herein as
well as activities as Administrative Agent.

     Subject to the appointment and acceptance of a
successor Administrative Agent as provided below, the
Administrative Agent may resign at any time by notifying
the Lenders and the Borrower.  Upon any such resignation,
the Required Lenders shall have the right, with the consent
of the Borrower (such consent not to be unreasonably
withheld or delayed), to appoint a successor.  If no
successor shall have been so appointed by the Required
Lenders and shall have accepted such appointment within
30 days after the retiring Administrative Agent gives
notice of its resignation, then the retiring Administrative
Agent may, on behalf of the Lenders, appoint a successor
Administrative Agent which shall be a bank with an office
in New York, New York, or an Affiliate of any such bank,
that is acceptable to the Borrower (which shall not
unreasonably withhold its approval).  Upon the acceptance
of its appointment as Administrative Agent hereunder by a
successor, such successor shall succeed to and become
vested with all the rights, powers, privileges and duties
of the retiring Administrative Agent, and the retiring
Administrative Agent shall be discharged from its duties
and obligations hereunder. The fees payable by the Borrower
to a successor Administrative  shall be the same as those
payable to its predecessor unless otherwise agreed between
the Borrower and such successor.  After  the Administrative
Agent's resignation hereunder, the provisions of this
Article and Section 9.05 shall continue in effect for the
benefit of such retiring Administrative Agent, its sub-
agents and their respective Related Parties in respect of
any actions taken or omitted to be taken by any of them
while acting as Administrative Agent.

     Each Lender acknowledges that it has, independently
and without reliance upon the Administrative Agent or any
other Lender and based on such documents and information as
it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement.  Each Lender also
acknowledges that it will, independently and without
reliance upon the Administrative Agent or any other Lender
and based on such documents and information as it shall
from time to time deem appropriate, continue to make its
own decisions in taking or not taking action under or based
upon this Agreement, any related agreement or any document
furnished hereunder or thereunder.

ARTICLE IX

Miscellaneous

SECTION 9.01. Notices. Notices and other communications
provided for herein shall be in writing and shall be
delivered by hand or overnight courier service, mailed
by certified or registered mail or sent by telecopy, as follows:

     (a) if to the Borrower, to it at 231 Maple
Avenue, Burlington, NC 27215,  Attention of Wesley R.
Elingburg  (Telecopy No. (336) 436-1066);

     (b) if to the Administrative Agent, to Credit
Suisse First Boston, Eleven Madison Avenue, New York,
NY 10010, Attention of Ronald Davis, Agency Group
(Telecopy No. (212) 325-8304), with a copy to Credit
Suisse First Boston, at Eleven Madison Avenue, New
York, NY 10010, Attention of Agency Group Manager
(Telecopy No. (212) 325-8304); and

     (c) if to a Lender, to it at its address (or
telecopy number) set forth on Schedule 2.01 or in the
Assignment and Acceptance pursuant to which such
Lender shall have become a party hereto.

All notices and other communications given to any party
hereto in accordance with the provisions of this Agreement
shall be deemed to have been given on the date of receipt.

     SECTION 9.02. Survival of Agreement. All covenants,
agreements, representations and warranties made by the
Borrower herein and in the certificates or other instruments
prepared or delivered in connection with or pursuant to this
Agreement shall be considered to have been relied upon by
the Lenders and shall survive the making by the Lenders of
the Loans, regardless of any investigation made by the Lenders
or on their behalf, and shall continue in full force and effect
as long as the principal of or any accrued interest on any
Loan or any Fee or any other amount payable under this
Agreement is outstanding and unpaid and so long as the
Commitments have not been terminated.  The provisions of
Sections 2.13, 2.15, 2.19 and 9.05 shall remain operative
and in full force and effect regardless of the expiration
of the term of this Agreement, the consummation of the
transactions contemplated hereby, the repayment of any of
the Loans, the expiration of the Commitments, the
invalidity or unenforceability of any term or provision of
this Agreement, or any investigation made by or on behalf
of the Administrative Agent or any Lender.

     SECTION 9.03. Binding Effect. This Agreement shall
become effective when it shall have been executed by the
Borrower and the Administrative Agent and when the
Administrative Agent shall have received counterparts hereof
which, when taken together, bear the signatures of each
of the other parties hereto.

     SECTION 9.04. Successors and Assigns.  (a)  Whenever in
this Agreement any of the parties hereto is referred to,
such reference shall be deemed to include the permitted
successors and assigns of such party; and all covenants,
promises and agreements by or on behalf of the Borrower,
the Administrative Agent or the Lenders that are contained
in this Agreement shall bind and inure to the benefit of
their respective successors and assigns.

     (b)  Each Lender may assign to one or more assignees
all or a portion of its interests, rights and obligations
under this Agreement (including all or a portion of its
Commitment and the Loans at the time owing to it);
provided, however, that (i) except in the case of an
assignment to a Lender or an Affiliate of a Lender, (x) the
Borrower and the Administrative Agent must give their prior
written consent to such assignment (which consent shall not
be unreasonably withheld or delayed); provided, however,
that the consent of the Borrower shall not be required to
any such assignment during the continuance of any Event of
Default described in paragraph (g) or (h) of Article VII,
and (y) the amount of the Commitment of the assigning
Lender subject to each such assignment (determined as of
the date the Assignment and Acceptance with respect to such
assignment is delivered to the Administrative Agent) shall
not be less than $5,000,000 (or, if less, the entire
remaining amount of such Lender's Commitment), (ii) each
such assignment shall be of a constant, and not a varying,
percentage of all the assigning Lender's rights and
obligations under this Agreement, (iii) the parties to each
such assignment shall execute and deliver to the
Administrative Agent an Assignment and Acceptance, together
with a processing and recordation fee of $3,500 and
(iv) the assignee, if it shall not be a Lender, shall
deliver to the Administrative Agent an Administrative
Questionnaire and applicable tax forms.  Upon acceptance
and recording pursuant to paragraph (e) of this
Section 9.04, from and after the effective date specified
in each Assignment and Acceptance, (A) the assignee
thereunder shall be a party hereto and, to the extent of
the interest assigned by such Assignment and Acceptance,
have the rights and obligations of a Lender under this
Agreement and (B) the assigning Lender thereunder shall, to
the extent of the interest assigned by such Assignment and
Acceptance, 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 but shall continue
to be entitled to the benefits of Sections 2.13, 2.15, 2.19
and 9.05, as well as to any Fees accrued for its account
and not yet paid).  Notwithstanding the foregoing, any
Lender assigning its rights and obligations under this
Agreement may retain any Competitive Loans made by it
outstanding at such time, and in such case shall retain its
rights hereunder in respect of any such Loans so retained
until such Loans have been repaid in full in accordance
with this Agreement.

     (c)  By executing and delivering an Assignment and
Acceptance, the assigning Lender thereunder and the
assignee thereunder shall be deemed to confirm to and agree
with each other and the other parties hereto as
follows:  (i) such assigning Lender warrants that it is the
legal and beneficial owner of the interest being assigned
thereby free and clear of any adverse claim and that its
Commitment, and the outstanding balances of its Revolving
Loans and Competitive Loans, in each case without giving
effect to assignments thereof which have not become
effective, are as set forth in such Assignment and
Acceptance, (ii) except as set forth in (i) above, 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 the execution, legality, validity,
enforceability, genuineness, sufficiency or value of this
Agreement or any other instrument or document furnished
pursuant hereto, or the financial condition of the Borrower
or any Subsidiary or the performance or observance by the
Borrower or any Subsidiary of any of its obligations under
this Agreement or any other instrument or document
furnished pursuant hereto; (iii) such assignee represents
and warrants that it is legally authorized to enter into
such Assignment and Acceptance; (iv) such assignee confirms
that it has received a copy of this Agreement, together
with copies of the most recent financial statements
referred to in Section 3.05 or delivered pursuant to
Section 5.04 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;
(v) such assignee will independently and without reliance
upon the Administrative 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; (vi) such assignee appoints and authorizes
the Administrative Agent to take such action as agent on
its behalf and to exercise such powers under this Agreement
as are delegated to the Administrative Agent by the terms
hereof, together with such powers as are reasonably
incidental thereto; and (vii) such assignee agrees that it
will perform in accordance with their terms all the
obligations which by the terms of this Agreement are
required to be performed by it as a Lender.

     (d)  The Administrative Agent, acting for this purpose
as an agent of the Borrower, shall maintain at one of its
offices in The City of New York a copy of each Assignment
and Acceptance delivered to it and a register for the
recordation of the names and addresses of the Lenders, and
the Commitment of, and principal amount of the Loans owing
to, each Lender pursuant to the terms hereof from time to
time (the "Register").  The entries in the Register shall
be conclusive and the Borrower, the Administrative Agent
and the Lenders may treat each person whose name is
recorded in the Register pursuant to the terms hereof as a
Lender hereunder for all purposes of this Agreement,
notwithstanding notice to the contrary.  The Register shall
be available for inspection by the Borrower and any Lender,
at any reasonable time and from time to time upon
reasonable prior notice.

     (e)  Upon its receipt of a duly completed Assignment
and Acceptance executed by an assigning Lender and an
assignee, an Administrative Questionnaire completed in
respect of the assignee (unless the assignee shall already
be a Lender hereunder), the processing and recordation fee
referred to in paragraph (b) above and, if required, the
written consent of the Borrower and the Administrative
Agent to such assignment, the Administrative Agent shall
(i) accept such Assignment and Acceptance and (ii) record
the information contained therein in the Register.  No
assignment shall be effective unless it has been recorded
in the Register as provided in this paragraph (e).

     (f)  Each Lender may without the consent of the
Borrower or the Administrative Agent sell participations to
one or more banks or other entities in all or a portion of
its rights and obligations under this Agreement (including
all or a portion of its Commitment and the Loans owing to
it); provided, however, that (i) such Lender's obligations
under this Agreement shall remain unchanged, (ii) such
Lender shall remain solely responsible to the other parties
hereto for the performance of such obligations, (iii) the
participating banks or other entities shall be entitled to
the benefit of the cost protection provisions contained in
Sections 2.13, 2.15 and 2.19 to the same extent as if they
were Lenders (but, with respect to any particular
participant, to no greater extent than the Lender that sold
the participation to such participant) and (iv) the
Borrower, the Administrative Agent and the Lenders shall
continue to deal solely and directly with such Lender in
connection with such Lender's rights and obligations under
this Agreement, and such Lender shall retain the sole right
to enforce the obligations of the Borrower relating to the
Loans and to approve any amendment, modification or waiver
of any provision of this Agreement (other than amendments,
modifications or waivers decreasing any fees payable
hereunder or the amount of principal of or the rate at
which interest is payable on the Loans, extending any
scheduled principal payment date or date fixed for the
payment of interest on the Loans or increasing or extending
the Commitments).

     (g)  Any Lender or participant may, in connection with
any assignment or participation or proposed assignment or
participation pursuant to this Section 9.04, disclose to
the assignee or participant or proposed assignee or
participant any information relating to the Borrower
furnished to such Lender by or on behalf of the Borrower;
provided that, prior to any such disclosure of information
designated by the Borrower as confidential, each such
assignee or participant or proposed assignee or participant
shall execute an agreement whereby such assignee or
participant shall agree (subject to customary exceptions)
to preserve the confidentiality of such confidential
information on terms no less restrictive than those
applicable to the Lenders pursuant to Section 9.16.

     (h)  Any Lender may at any time assign all or any
portion of its rights under this Agreement to secure
extensions of credit to such Lender or in support of
obligations owed by such Lender; provided that no such
assignment shall release a Lender from any of its
obligations hereunder or substitute any such assignee for
such Lender as a party hereto.

     (i)   Notwithstanding anything to the contrary
contained herein, any Lender (a "Granting Lender") may
grant to a special purpose funding vehicle (an "SPC"),
identified as such in writing from time to time by the
Granting Lender to the Administrative Agent and the
Borrower, the option to provide to the Borrower all or any
part of any Loan that such Granting Lender would otherwise
be obligated to make to the Borrower pursuant to this
Agreement; provided that (i) nothing herein shall
constitute a commitment by any SPC to make any Loan and
(ii) if an SPC elects not to exercise such option or
otherwise fails to provide all or any part of such Loan,
the Granting Lender shall be obligated to make such Loan
pursuant to the terms hereof.  The making of a Loan by an
SPC hereunder shall utilize the Commitment of the Granting
Lender to the same extent, and as if, such Loan were made
by such Granting Lender.  Each party hereto hereby agrees
that no SPC shall be liable for any indemnity or similar
payment obligation under this Agreement (all liability for
which shall remain with the Granting Lender).  In
furtherance of the foregoing, each party hereto hereby
agrees (which agreement shall survive the termination of
this Agreement) that, prior to the date that is one year
and one day after the payment in full of all outstanding
commercial paper or other senior indebtedness of any SPC,
it will not institute against, or join any other person in
instituting against, such SPC any bankruptcy,
reorganization, arrangement, insolvency or liquidation
proceedings under the laws of the United States or any
State thereof.  In addition, notwithstanding anything to
the contrary contained in this Section 9.04, any SPC may
(i) with notice to, but without the prior written consent
of, the Borrower and the Administrative Agent and without
paying any processing fee therefor, assign all or a portion
of its interests in any Loans to the Granting Lender or to
any financial institutions (consented to by the Borrower
and Administrative Agent) providing liquidity and/or credit
support to or for the account of such SPC to support the
funding or maintenance of Loans and (ii) disclose on a
confidential basis any non-public information relating to
its Loans to any rating agency, commercial paper dealer or
provider of any surety, guarantee or credit or liquidity
enhancement to such SPC.

     (j)  The Borrower shall not assign or delegate any of
its rights or duties hereunder without the prior written
consent of the Administrative Agent and each Lender, and
any attempted assignment without such consent shall be null
and void.

     SECTION 9.05. Expenses; Indemnity. (a)  The Borrower
agrees to pay all reasonable out-of-pocket expenses incurred
by the Administrative Agent in connection with the syndication
of the credit facilities provided for herein and the
preparation and administration of this Agreement or in
connection with any amendments, modifications or waivers of
the provisions hereof (whether or not the transactions
hereby or thereby contemplated shall be consummated) or
incurred by the Administrative Agent or any Lender in
connection with the enforcement or protection of its rights
in connection with this Agreement or in connection with the
Loans made hereunder, including the reasonable fees,
charges and disbursements of Cravath, Swaine & Moore LLP,
counsel for the Administrative Agent, and, in connection
with any such enforcement or protection, the reasonable
fees, charges and disbursements of any other counsel for
the Administrative Agent or any Lender.

     (b)  The Borrower agrees to indemnify the
Administrative Agent, each Lender and each Related Party of
any of the foregoing persons (each such person being called
an "Indemnitee") against, and to hold each Indemnitee
harmless from, any and all losses, claims, damages,
liabilities and related expenses, including reasonable
counsel fees, charges and disbursements, incurred by or
asserted against any Indemnitee (other than Taxes, Other
Taxes or amounts that would be Other Taxes if imposed by
the United States of America or any political subdivision
thereof) arising out of, in any way connected with, or as a
result of (i) the execution or delivery of this Agreement
or any agreement or instrument contemplated thereby, the
performance by the parties thereto of their respective
obligations thereunder or the consummation of the
Transactions and the other transactions contemplated
thereby, (ii) the use of the proceeds of the Loans, or
(iii) any claim, litigation, investigation or proceeding
relating to any of the foregoing, whether or not any
Indemnitee is a party thereto; provided that such indemnity
shall not, as to any Indemnitee, be available to the extent
that such losses, claims, damages, liabilities or related
expenses (x) are determined by a court of competent
jurisdiction by final and nonappealable judgment (a "Final
Judgment") to have resulted from the gross negligence or
wilful misconduct of such Indemnitee or (y) arise from any
legal proceedings commenced against any Lender by any other
Lender (other than legal proceedings against the
Administrative Agent in its capacity as such) or in which a
Final Judgment is rendered in the Borrower's favor against
such Indemnitee.

     (c)  To the extent that the Borrower fails to pay any
amount required to be paid by it to the Administrative
Agent under paragraph (a) or (b) of this Section, each
Lender severally agrees to pay to the Administrative Agent
such Lender's pro rata share (determined as of the time
that the applicable unreimbursed expense or indemnity
payment is sought) of such unpaid amount; provided that the
unreimbursed expense or indemnified loss, claim, damage,
liability or related expense, as the case may be, was
incurred by or asserted against the Administrative Agent in
its capacity as such.  For purposes hereof, a Lender's "pro
rata share" shall be determined based upon its share of the
sum of the Aggregate Revolving Credit Exposure and unused
Commitments at the time.

     (d)  To the extent permitted by applicable law, the
Borrower shall not assert, and hereby waives, any claim
against any Indemnitee, on any theory of liability, for
special, indirect, consequential or punitive damages (as
opposed to direct or actual damages) arising out of, in
connection with, or as a result of, this Agreement or any
agreement or instrument contemplated hereby, the
Transactions, any Loan or the use of the proceeds thereof.

     (e)  All amounts due under this Section 9.05 shall be
payable not later than 15 days after written demand
therefor.

     SECTION 9.06. Right of Setoff. If an Event of Default
shall have occurred and be continuing, each Lender is hereby
authorized at any time and from time to time, except to the
extent prohibited by law, to set off and apply any and all
deposits (general or special, time or demand, provisional
or final) at any time held and other indebtedness at any
time owing by such Lender to or for the credit or the
account of the Borrower against any of and all the
obligations of the Borrower now or hereafter existing under
this Agreement held by such Lender, irrespective of whether
or not such Lender shall have made any demand under this
Agreement and although such obligations may be unmatured.
The rights of each Lender under this Section 9.06 are in
addition to other rights and remedies (including other
rights of setoff) which such Lender may have.

     SECTION 9.07. Applicable Law.THIS AGREEMENT
SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE
LAWS OF THE STATE OF NEW YORK.

     SECTION 9.08. Waivers; Amendment. (a)  No failure or
delay of the Administrative Agent or any Lender in exercising
any power or right hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any
such right or power, or any abandonment or discontinuance of
steps to enforce such a right or power, preclude any other or
further exercise thereof or the exercise of any other right
or power.  The rights and remedies of the Administrative
Agent and the Lenders hereunder are cumulative and are not
exclusive of any rights or remedies that they would
otherwise have.  No waiver of any provision of this
Agreement or consent to any departure by the Borrower
therefrom shall in any event be effective unless the same
shall be permitted by paragraph (b) below, and then such
waiver or consent shall be effective only in the specific
instance and for the purpose for which given.  No notice or
demand on the Borrower in any case shall entitle the
Borrower to any other or further notice or demand in
similar or other circumstances.

     (b)  Neither this Agreement nor any provision hereof
may be waived, amended or modified except pursuant to an
agreement or agreements in writing entered into by the
Borrower and the Required Lenders; provided, however, that
no such agreement shall (i) decrease the principal amount
of, or extend the maturity of or any scheduled principal
payment date or date for the payment of any interest on any
Loan, or waive or excuse any such payment or any part
thereof, or decrease the rate of interest on any Loan,
without the prior written consent of each Lender affected
thereby, (ii) increase or extend the Commitment or decrease
or extend the date for payment of any Fees of any Lender
without the prior written consent of such
Lender, (iii) amend or modify the pro rata requirements of
Section 2.16, the provisions of Section 9.04(j), the
provisions of this Section or the definition of the term
"Required Lenders", without the prior written consent of
each Lender or (iv) modify the protections afforded to an
SPC pursuant to the provisions of Section 9.04(i) without
the written consent of such SPC; provided further that no
such agreement shall amend, modify or otherwise affect the
rights or duties of the Administrative Agent hereunder
without the prior written consent of the Administrative
Agent.

     SECTION 9.09. Interest Rate Limitation. Notwithstanding
anything herein to the contrary, if at any time the
interest rate applicable to any Loan, together with all
fees, charges and other amounts which are treated as
interest on such Loan under applicable law (collectively
the "Charges"), shall exceed the maximum lawful rate (the
"Maximum Rate") which may be contracted for, charged,
taken, received or reserved by the Lender holding such Loan
or participation in accordance with applicable law, the
rate of interest payable in respect of such Loan or
participation hereunder, together with all Charges payable
in respect thereof, shall be limited to the Maximum Rate
and, to the extent lawful, the interest and Charges that
would have been payable in respect of such Loan or
participation but were not payable as a result of the
operation of this Section 9.09 shall be cumulated and the
interest and Charges payable to such Lender in respect of
other Loans or participations or periods shall be increased
(but not above the Maximum Rate therefor) until such
cumulated amount, together with interest thereon at the
Federal Funds Effective Rate to the date of repayment,
shall have been received by such Lender.

     SECTION 9.10. Entire Agreement. This Agreement, the
Fee Letter dated November 29, 2001, between the Borrower
and Credit Suisse First Boston, and the Fee Letter dated
November 18, 2003, between the Borrower and Credit Suisse
First Boston, constitute the entire contract between the
parties relative to the subject matter hereof.  Any other
previous agreement among the parties with respect to the
subject matter hereof is superseded by this Agreement.  Nothing
in this Agreement, expressed or implied, is intended to confer
upon any person (other than the parties hereto, their respective
successors and assigns permitted hereunder and, to the
extent expressly contemplated hereby, the Related Parties
of each of the Administrative Agent and the Lenders) any
rights, remedies, obligations or liabilities under or by
reason of this Agreement.

     SECTION 9.11.  WAIVER OF JURY TRIAL. EACH PARTY HERETO
HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR
IN CONNECTION WITH THIS AGREEMENT.  EACH PARTY HERETO
(A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF
ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND
(B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE
BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION 9.11.

     SECTION 9.12. Severability. In the event any one or
more of the provisions contained in this Agreement should
be held invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining
provisions contained herein and therein shall not in any
way be affected or impaired thereby (it being understood
that the invalidity of a particular provision in a
particular jurisdiction shall not in and of itself affect
the validity of such provision in any other jurisdiction).
The parties shall endeavor in good-faith negotiations to
replace the invalid, illegal or unenforceable provisions
with valid provisions the economic effect of which comes as
close as possible to that of the invalid, illegal or
unenforceable provisions.

     SECTION 9.13. Counterparts. This Agreement may be executed
in counterparts (and by different parties hereto on different
counterparts), each of which shall constitute an original
but all of which when taken together shall constitute a
single contract, and shall become effective as provided in
Section 9.03.  Delivery of an executed signature page to
this Agreement by facsimile transmission shall be as
effective as delivery of a manually signed counterpart of
this Agreement.

SECTION 9.14. Headings. Article and Section headings and
the Table of Contents used herein are for convenience of
reference only, are not part of this Agreement and are not
to affect the construction of, or to be taken into
consideration in interpreting, this Agreement.

     SECTION 9.15. Jurisdiction; Consent to Service of
Process. (a) The Borrower 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 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 such New York State or, to the
extent permitted by law, in such Federal court.  Each of
the parties hereto agrees that a final judgment in any such
action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or
in any other manner provided by law.  Nothing in this
Agreement shall affect any right that the Administrative
Agent or any Lender may otherwise have to bring any action
or proceeding relating to this Agreement against the
Borrower or its properties in the courts of any
jurisdiction.

     (b)  The Borrower hereby irrevocably and
unconditionally waives, to the fullest extent it may
legally and effectively do so, any objection which 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 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.

     (c)  Each party to this Agreement irrevocably consents
to service of process in the manner provided for notices in
Section 9.01.  Nothing in this Agreement will affect the
right of any party to this Agreement to serve process in
any other manner permitted by law.

     SECTION 9.16. Confidentiality. (a)  Each of the
Administrative Agent and the Lenders agrees to maintain the
confidentiality of the Information (as defined below), except
that Information may be disclosed (a) to its and its
Affiliates' officers, directors, employees and agents,
including accountants, legal counsel and other advisors who
need to know such Information in connection with its role
as Administrative Agent or Lender (as the case may be)
hereunder (it being understood that the persons to whom such
disclosure is made will be informed of the confidential
nature of such Information and instructed to keep such
Information confidential), (b) to the extent requested by any
regulatory authority or quasi-regulatory authority (such as
the National Association of Insurance Commissioners)
(provided that, to the extent permitted by applicable law
and practicable under the circumstances, such person will
first inform the Borrower of any such request), (c) to the
extent required by applicable laws or regulations or by any
subpoena or similar legal process (provided that, to the
extent permitted by applicable law, such person will
promptly notify the Borrower of such requirement as far in
advance of its disclosure as is practicable to enable the
Borrower to seek a protective order and, to the extent
practicable, such person will cooperate with the Borrower
in seeking any such order), (d) in connection with the
exercise of any remedies hereunder or any suit, action or
proceeding relating to the enforcement of its rights
hereunder, (e) subject to an agreement containing
provisions substantially the same as those of this
Section 9.16, to (i) any actual or prospective assignee of
or participant in any of its rights or obligations under
this Agreement or (ii) any actual or prospective
counterparty (or its advisors) to any credit default swap
or similar credit derivative transaction relating to the
obligations of the Borrower under this Agreement, (f) with
the consent of the Borrower or (g) to the extent such
Information becomes publicly available other than as a
result of a breach of this Section 9.16.  For the purposes
of this Section, "Information" shall mean all information
received from the Borrower and related to the Borrower or
its business, other than any such information that was
available to the Administrative Agent or any Lender on a
nonconfidential basis prior to its disclosure by the
Borrower.  Each of the Administrative Agent and the Lenders
agrees that, except as expressly provided in this
Section 9.16, it will use Information only in connection
with its role as Administrative Agent or Lender (as the
case may be) hereunder.

     SECTION 9.17. Termination of Existing Credit
Agreement.  The Borrower and each of the Lenders
that is also a Lender (as defined in the Existing Credit
Agreement) party to the Existing Credit Agreement agree
that the Commitments (as defined in the Existing Credit
Agreement) shall be terminated in their entirety on the
Closing Date in accordance with the terms thereof, subject
only to this Section 9.17.  Each of such Lenders waives (a)
any requirement of notice of such termination pursuant to
Section 2.10(b) of the Existing Credit Agreement and (b)
any claim to any facility fees under the Existing Credit
Agreement for any day on or after the Closing Date.  The
Borrower (i) represents and warrants that (x) after giving
effect to the preceding sentences of this Section 9.17, the
commitments under the Existing Credit Agreement will be
terminated effective not later than the Closing Date and
(y) no loans will be, as of the Closing Date, outstanding
under the Existing Credit Agreement and (ii) covenants that
all accrued and unpaid facility fees and other amounts due
and payable under the Existing Credit Agreement shall have
been paid on or prior to the Closing Date.


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

LABORATORY CORPORATION OF AMERICA
HOLDINGS,
                         By /s/ Wesley R. Elingburg
                            --------------------------
                          Name: Wesley R. Elingburg
                         Title: Executive Vice President
                                and Chief Financial Officer

CREDIT SUISSE FIRST BOSTON, acting
through its Cayman Islands Branch,
individually and as Administrative
Agent,
                         By /s/ S. William Fox
                            --------------------------
                          Name: S. William Fox
                         Title: Director

                         by:/s/David J. Dodd
                            --------------------------
                         Name: David J. Dodd
                        Title: Associate



SIGNATURE PAGE TO LABORATORY
CORPORATION OF AMERICA HOLDINGS
364-DAY CREDIT AGREEMENT DATED AS
OF THE DAY AND YEAR FIRST ABOVE
WRITTEN


NAME OF LENDER: Bank of America

                        by:/s/Philip S. Durand
                           --------------------------
                        Name: Philip S. Durand
                       Title: Managing Director

NAME OF LENDER: KeyBank National Association

                        by:/s/James A. Taylor
                           --------------------------
                        Name: James A. Taylor
                       Title: Vice President

NAME OF LENDER: Mizuho Corporate Bank LTD.

                        by:/s/Greg Botshon
                           --------------------------
                        Name: Greg Botshon
                       Title: Vice President

NAME OF LENDER: SunTrust Bank

                        by:/s/Greg Ratliff
                           --------------------------
                        Name: Greg Ratliff
                       Title: Assistant Vice President

NAME OF LENDER: U.S. Bank, N.A.

                        by:/s/S.W. Choppin
                           --------------------------
                        Name: S.W. Choppin
                       Title: Senior Vice President

NAME OF LENDER: UBS Loan Finance LLC

                        by:/s/Patricia O'Kicki
                           --------------------------
                        Name: Patricia O'Kicki
                       Title: Director

                        by:/s/Joselin Fernandes
                           --------------------------
                      Name: Joselin Fernandes
                     Title: Associate Director


NAME OF LENDER: Wachovia Bank, N.A.

                        by:/s/Lise Hinton
                           --------------------------
                        Name: Lise Hinton
                       Title: Vice President

NAME OF LENDER: WestLB AG, New York Branch

                        by:/s/Duncan Robertson
                           --------------------------
                      Name: Duncan Robertson
                     Title: Executive Director

                        by:/s/Donald F. Wolf
                           --------------------------
                      Name: Donald F. Wolf
                     Title: Executive Director




</TEXT>
</DOCUMENT>
