SEC Filing | Newell Brands

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As filed with the Securities and Exchange Commission on July 10, 2002.

Registration No. 333-88050

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 2
to
FORM S-3
Registration Statement
Under
The Securities Act of 1933

NEWELL RUBBERMAID INC.
(Exact Name of Registrant as Specified in Its Charter)

Delaware (State or Other Jurisdiction of Incorporation or Organization)		36-3514169 (I.R.S. Employer Identification No.)
29 East Stephenson Street Freeport, Illinois 61032 (815) 235-4171 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices)		Dale L. Matschullat Vice President—General Counsel 6833 Stalter Drive, Suite 101 Rockford, Illinois 61108 (815) 381-8182 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Please send copies of all communications to:

David McCarthy
Schiff Hardin & Waite
6600 Sears Tower
Chicago, Illinois 60606
(312) 258-5500

Approximate date of commencement of proposed sale to the public: From time to time
after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ý

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. o

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION RELATING TO THESE SECURITIES IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

PROSPECTUS

$500,000,000

Newell Rubbermaid Inc.

Debt Securities

Preferred Stock

Common Stock

Warrants

Stock Purchase Contracts

Stock Purchase Units

This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission under a "shelf" registration process. Under this process, we may sell any combination of the securities described in this prospectus in one or more offerings up to a total initial offering price of $500,000,000. This prospectus provides you with a general description of the securities we may offer. Each time we sell securities registered under this process, we will provide a prospectus supplement that will contain specific information about the terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus. You should read this prospectus and any supplement carefully before you invest. This prospectus may not be used to make sales of offered securities unless accompanied by a prospectus supplement.

We have not authorized anyone to provide you with information that is different from, or additional to, the information provided in this prospectus or any later prospectus supplement. We are not making an offer to sell securities in any state or country where the offer is not permitted.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The Date of this Prospectus is , 2002.

TABLE OF CONTENTS

		Page
Newell Rubbermaid Inc.		3
Where You Can Find More Information		4
Use of Proceeds		5
Description of Debt Securities		5
Particular Terms of the Senior Debt Securities		13
Particular Terms of the Subordinated Debt Securities		17
Description of Capital Stock		18
Description of Warrants		20
Description of Stock Purchase Contracts and Stock Purchase Units		21
Plan of Distribution		21
Legal Matters		22
Experts		22

NEWELL RUBBERMAID INC.

We are a global manufacturer and full-service marketer of name-brand consumer products serving the needs of volume purchasers, including discount stores and warehouse clubs, home centers and hardware stores, and office superstores and contract stationers. Our basic business strategy is to merchandise a multi-product offering of everyday consumer products, backed by an obsession with customer service excellence and new product development, in order to achieve maximum results for our stockholders. Our financial objectives are to achieve above-average sales and earnings per share growth, maintain a superior return on investment and maintain a conservative level of debt. To accomplish these objectives, we established five key measures to measure financial performance: internal sales growth, operating income as a percent of sales, working capital as a percent of sales, free cash flow and return on invested capital. We define free cash flow as cash provided from operating activities less capital expenditures and dividends.

In an effort to achieve superior performance in the five key financial measures, we introduced six transformational strategic initiatives in 2001 as follows: Productivity, Streamlining, Product Development, Marketing, Key Account Management, and Collaboration.

Productivity is the initiative to reduce the cost of manufacturing a product by at least five percent per year, annually. Streamlining is the commitment to reduce non-value added costs and cut out excess layers, in an effort to be the low-cost supplier. Product Development represents the commitment to develop and introduce cutting-edge, innovative new products to the market. The Marketing initiative represents our commitment to transform from a push to pull marketing organization, focusing on the end-user. The Key Account Management initiative represents our intention to allocate resources to those strategic retailers we believe will continue to grow in the near future. Collaboration is our initiative for the divisional operating units to work together and maximize economies of scale and the use of best practices.

Our multi-product offering consists of name-brand consumer products in four business segments: Rubbermaid; Parker/Eldon; Levolor/Hardware; and Calphalon/WearEver. Product categories and principal brand names within these segments include the following:

Business Segments	Product Categories		Principal Brands(1)
Rubbermaid	•	Indoor and outdoor organization, storage and cleaning products	Rubbermaid, Curver
	•	Infant and juvenile products	Little Tikes, Graco, Century
	•	Hair accessories and beauty organizers	Goody
Parker/Eldon	•	Markers and writing instruments	Sanford, Sharpie, Paper Mate, Parker, Waterman, Rotring
	•	Office storage and organization products	Eldon, Rolodex
	•	Private label cosmetic pencils	Cosmolab
Levolor/Hardware	•	Window treatments	Levolor, Kirsch
	•	Hardware and tools	Amerock, BernzOmatic, Vise-Grip, Irwin, Quick-Grip, Spur, Bulldog, Dorfile, EZ Paintr

Calphalon/WearEver	•	Aluminum and stainless steel cookware and bakeware	Calphalon, WearEver, Mirro, Panex
	•	Glassware	Anchor Hocking
	•	Picture frames and photo albums	Burnes of Boston, Connoisseur, Panodia

(1): All the listed brand names are trademarks, which are registered in the United States Patent and Trademark Office.

Our principal corporate offices are located at the Newell Center, 29 East Stephenson Street, Freeport, Illinois 61032, and our telephone number at such offices is 1-815-235-4171.

Recent Developments

We recorded a $538.0 million pre tax charge for goodwill impairment in the first quarter of 2002 upon adoption of Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets. We gave consideration to the risks of further material write-offs of goodwill, and concluded that, absent significant market deteriorations or unusual and unanticipated events, the likelihood of any further significant write-offs of goodwill is remote. As a result, as previously disclosed, we anticipate no additional impairment charges for 2002. In addition, we will test again for impairment if events or circumstances occur subsequent to our annual impairment tests that would more likely than not reduce the fair value of a reporting unit below its carrying amount.

On June 15, 2002, Arthur Andersen LLP was convicted of one count of obstruction of justice arising from the government's investigation of Enron Corporation. Events arising out of the conviction of Arthur Andersen LLP, as well as the volume of civil lawsuits filed against it, have adversely affected the ability of Arthur Andersen to satisfy claims, if any, arising from its provision of auditing services to us, including claims that may arise out of Arthur Andersen's audit of our consolidated financial statements as of December 31, 2001 and 2000 and for each of the three years in the period ended December 31, 2001, which are incorporated by reference in this prospectus.

On June 17, 2002, we completed the syndication of new revolving credit facilities totaling $1.3 billion, consisting of a 364-day credit agreement in the amount of $650 million and a five-year credit agreement in the amount of $650 million. These replace our $1.3 billion credit facility that was scheduled to mature in August 2002. The financing will be used for general corporate purposes and commercial paper backstop.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission. You may read and copy any document we file at the Securities and Exchange Commission's public reference room at 450 Fifth Street, NW, Washington, D.C. You may obtain information on the operation of the public reference room by calling the Securities and Exchange Commission at 1-800-SEC-0330. Our Securities and Exchange Commission filings are also available to the public at the Securities and Exchange Commission's web site at http://www.sec.gov.

The Securities and Exchange Commission allows us to "incorporate by reference" into this prospectus the information we file with it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus, and later information that we file with the Securities and Exchange Commission will automatically update and supersede this information. We incorporate by reference the documents listed below and any future filings made with the Securities and Exchange Commission

under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until our offering is completed:

1.: Annual Report on Form 10-K, as amended, for the year ended December 31, 2001.
2.: Quarterly Report on Form 10-Q for the quarter ended March 31, 2002.
3.: Current Reports on Form 8-K filed March 14, April 1, as amended, and July 10, 2002.
4.: The description of our common stock contained in Newell's registration statement on Form 8-B filed with the Securities and Exchange Commission on June 30, 1987.
5.: The description of our common stock purchase rights contained in our registration statement on Form 8-A dated August 28, 1998.

You may request a copy of these filings at no cost by writing to or telephoning us at the following address:

Newell Rubbermaid Inc. 6833 Stalter Drive, Suite 101 Rockford, Illinois 61108
Telephone:		1-800-424-1941
Attention:		Office of Investor Relations

USE OF PROCEEDS

We expect to use the net proceeds from the sale of the securities for general corporate purposes. These may include additions to working capital, repayment of existing debt and acquisitions. If we decide to use the net proceeds from the sale of securities in some other way, we will describe the use of the net proceeds in the prospectus supplement for that offering.

DESCRIPTION OF DEBT SECURITIES

General

The following description sets forth general terms that may apply to the debt securities. The particular terms of any debt securities will be described in the prospectus supplement relating to those debt securities.

The debt securities will be either our senior debt securities or our subordinated debt securities. The senior debt securities will be issued under an indenture dated as of November 1, 1995, between us and JPMorgan Chase Bank (formerly The Chase Manhattan Bank (National Association)), as trustee. This indenture is referred to as the "senior indenture." The subordinated debt securities will be issued under an indenture in the form of the indenture to be entered into between us and JPMorgan Chase Bank, as trustee. This indenture is referred to as the "subordinated indenture." The senior indenture and the subordinated indenture are together called the "indentures."

Copies of the indentures are filed as exhibits to the registration statement. For your convenience, we have included references to specific sections of the indentures in the descriptions below. Capitalized terms not otherwise defined in this prospectus shall have the meanings shown in the indenture to which they relate.

The following summaries of provisions of the debt securities and the indentures are not complete and are qualified in their entirety by express reference to all of the provisions of the indentures and the debt securities.

Because Newell is a holding company and conducts its business through its subsidiaries, these notes will be structurally subordinated to the liabilities of its subsidiaries. The rights of Newell, and the

rights of its creditors, including the holders of the notes, to participate in any distribution of the assets of any of its subsidiaries upon that subsidiary's liquidation or reorganization or otherwise is necessarily subject to the prior claims of creditors of that subsidiary, except to the extent that Newell's claims as a creditor of that subsidiary may be recognized. Neither the debt securities nor the indentures restrict Newell or any of its subsidiaries from incurring indebtedness. Substantially all of Newell's consolidated accounts payable represent obligations of Newell's subsidiaries, and as of December 31, 2001, the aggregate principal amount of money borrowed by Newell's consolidated subsidiaries, including accounts payable, equaled approximately $1,117.8 million (the current portion of which was approximately $515.3 million).

Neither of the indentures limits the principal amount of debt securities that we may issue. Each indenture provides that debt securities may be issued up to the principal amount that we may separately authorize from time to time. Each also provides that the debt securities may be denominated in any currency or currency unit designated by us. Unless otherwise shown in the prospectus supplement related to that offering, neither the indentures nor the debt securities will contain any provisions to afford holders of any debt securities protection in the event of a takeover, recapitalization or similar restructuring of our business.

The senior debt securities will rank equally with all of our other unsecured and unsubordinated debt. The subordinated debt securities will rank junior to all of our senior debt securities and other senior indebtedness as we describe below under "Particular Terms of the Subordinated Debt Securities—Subordination."

We will include specific terms relating to a particular series of debt securities in a prospectus supplement relating to the offering. The terms we will describe in the prospectus supplement will include some or all of the following:

(1)

the distinct title and type of the debt securities;

(2)

the total principal amount or initial offering price of the debt securities;

(3)

the date or dates when the principal of the debt securities will be payable;

(4)

the rate at which the debt securities will bear interest;

(5)

the date from which interest on the debt securities will accrue;

(6)

the dates when interest on the debt securities will be payable and the regular record date for these interest payment dates;

(7)

the place where

•: the principal, premium, if any, and interest on the debt securities will be paid,
•: registered debt securities may be surrendered for registration of transfer, and
•: debt securities may be surrendered for exchange;

(8): any sinking fund or other provisions that would obligate us to repurchase or otherwise redeem the debt securities;
(9): the terms and conditions upon which we will have the option to redeem the debt securities;
(10): the denominations in which any registered debt securities will be issuable, if other than denominations of $1,000 or integral multiples, and the denominations in which any bearer debt securities will be issuable, if other than a denomination of $5,000;
(11): the identity of each Security Registrar and Paying Agent, and the designation of the Exchange Rate Agent, if any, if other than the Trustee;

(12)

the portion of the principal amount of debt securities that will be payable upon acceleration of the Maturity of the debt securities;

(13)

the currency used to pay principal, premium and interest on the debt securities, if other than U.S. Dollars, and whether you or we may elect to have principal, premium and interest paid in a currency other than the currency in which the debt securities are denominated;

(14)

any index, formula or other method used to determine the amount of principal, premium or interest on the debt securities;

(15)

whether provisions relating to defeasance and covenant defeasance will be applicable to the series of debt securities;

(16)

any changes to the Events of Default, Defaults or to our covenants made in the applicable indenture;

(17)

whether the debt securities are issuable as registered debt securities or bearer debt securities, whether there are any restrictions relating to the form in which they are issued and whether bearer and registered debt securities may be exchanged for each other;

(18)

to whom interest will be payable

•: if other than the registered Holder (for registered debt securities),
•: if other than upon presentation and surrender of the related coupons (for bearer debt securities), or
•: if other than as specified in the indentures (for global debt securities);

(19): if the debt securities are to be convertible or exchangeable for other securities, the terms of conversion or exchange;
(20): particular terms of subordination with respect to subordinated debt securities; and
(21): any other terms of the debt securities.

We may issue debt securities as original issue discount securities to be sold at a substantial discount below their principal amount. If we issue original issue discount securities, then special federal income tax rules that apply may be described in the prospectus supplement for those debt securities.

Registration and Transfer

We presently plan to issue each series of debt securities only as registered securities. However, we may issue a series of debt securities as bearer securities, or a combination of both registered securities and bearer securities. If we issue debt securities as bearer securities, they will have interest coupons attached unless we elect to issue them as zero coupon securities. (Sections 201 and 301). If we issue bearer securities, we may describe material U.S. federal income tax consequences and other material considerations, procedures and limitations in the prospectus supplement for that offering.

Holders of registered debt securities may present the debt securities for exchange for different authorized amounts of other debt securities of the same series and of similar principal amount at the corporate trust office of the Trustee in New York, New York or at the office of any other transfer agent we may designate for the purpose and describe in the applicable prospectus supplement. The registered securities must be duly endorsed or accompanied by a written instrument of transfer. The agent will not impose a service charge on you for the transfer or exchange. We may, however, require that you pay any applicable tax or other governmental charge. We will describe any procedures for the exchange of bearer securities for other debt securities of the same series in the prospectus supplement for that offering. Generally, we will not allow you to exchange registered securities for bearer securities. (Sections 301, 305 and 1002)

In general, unless otherwise specified in the applicable prospectus supplement, we will issue registered securities without coupons and in denominations of $1,000, or integral multiples, and bearer securities in denominations of $5,000. We may issue both registered and bearer securities in global form. (Sections 301 and 302)

Conversion and Exchange

If any debt securities will be convertible into or exchangeable for our common stock or other securities, the applicable prospectus supplement will set forth the terms and conditions of the conversion or exchange, including:

•: the conversion price or exchange ratio;
•: the conversion or exchange period;
•: whether the conversion or exchange will be mandatory or at the option of the holder or Newell;
•: provisions for adjustment of the conversion price or exchange ratio; and
•: provisions that may affect the conversion or exchange if the debt securities are redeemed.

Global Securities

The debt securities of a series may be issued in whole or in part in the form of one or more global securities that we will identify in a prospectus supplement. Unless and until it is exchanged in whole or in part for the individual debt securities represented thereby, a global security may not be registered for transfer or exchange except:

•: as a whole by the depositary for the global security to a nominee of the depositary, by a nominee of the depositary to the depositary or another nominee of the depositary, or by the depositary or a nominee of the depositary to a successor depositary or a nominee of the successor depositary; and
•: in any other circumstances described in the prospectus supplement applicable thereto.

The specific terms of the depositary arrangement with respect to any portion of a series of debt securities to be represented by a global security will be described in the prospectus supplement applicable thereto. Newell expects that the following provisions will apply to depositary arrangements.

Unless otherwise specified in the applicable prospectus supplement, debt securities that are to be represented by a global security to be deposited with or on behalf of a depositary will be represented by a global security or, in some cases, global securities registered in the name of the depositary or its nominee. Upon the issuance of the global security, and the deposit of the global security with or on behalf of the depositary for the global security, the depositary will credit on its book entry registration and transfer system the respective principal amounts of the debt securities represented by the global security to the accounts of institutions that have accounts with the depositary or its nominee ("participants"). The accounts to be credited will be designated by the underwriters or agents of the debt securities. If we directly offer and sell debt securities the accounts to be credited will be designated by us. Ownership of beneficial interests in the global security will be limited to participants or persons that may hold interests through participants. Ownership of beneficial interests by participants in the global security will be shown on, and the transfer of that ownership interest will be effected only through, records maintained by the depositary or its nominee for the global security. Ownership of beneficial interests in the global security by persons that hold through participants will be shown on, and the transfer of that ownership interest within the participant will be effected only through, records maintained by the participant. The laws of some jurisdictions require that certain

purchasers of securities take physical delivery of the securities in certificated form. The foregoing limitations and the laws may impair the ability to transfer beneficial interests in the global securities.

So long as the depositary for a global security, or its nominee, is the registered owner of the global security, the depositary or the nominee, as the case may be, will be considered the sole owner or "Holder" of the debt securities represented by the global security for all purposes under the indenture applicable thereto. Unless otherwise specified in the applicable prospectus supplement, owners of beneficial interests in the global security will not be entitled to have debt securities of the series represented by the global security registered in their names, will not receive or be entitled to receive physical delivery of debt securities of the series in certificated form and will not be considered the Holders of the debt securities for any purposes under the indenture applicable thereto. Accordingly, each person owning a beneficial interest in the global security must rely on the procedures of the depositary and, if the person is not a participant, on the procedures of the participant through which the person owns its interest to exercise any rights of a Holder of debt securities under the indenture applicable thereto. Newell understands that under existing industry practices, if Newell requests any action of Holders or an owner of a beneficial interest in the global security desires to give any notice or take any action a Holder is entitled to give or take under the indenture applicable thereto, then the depositary would authorize the participants to give this notice or take this action, and participants would authorize beneficial owners owning through these participants to give this notice or take this action or would otherwise act upon the instructions of beneficial owners owning through them.

Principal of and any premium and interest on a global security will be payable in the manner described in the applicable prospectus supplement.

Consolidation, Merger and Sale of Assets

As provided in the indentures, we may, without the consent of Holders of the debt securities, consolidate with or merge into, or convey, transfer or lease all or substantially all of our properties and assets to, any person (the "Survivor"), and we may permit any person to merge into, or convey, transfer or lease its properties and assets substantially as an entirety to us so long as:

•: the Survivor is a corporation, limited liability company, partnership or trust organized and validly existing under the laws of any United States jurisdiction and expressly assumes our obligations on the debt securities and under the indentures;
•: immediately after giving effect to the transaction, no Default or Event of Default shall have occurred and be continuing under the indentures; and
•: certain other conditions regarding delivery of an Officers' Certificate and Opinion of Counsel are met. (Section 801)

Acceleration of Maturity

If an Event of Default occurs and continues with respect to debt securities of a particular series, the Trustee or the Holders of not less than 25% in principal amount of outstanding debt securities of that series may declare the outstanding debt securities of that series due and payable immediately. (Section 502)

At any time after a declaration of acceleration with respect to debt securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee therefor, the Holders of a majority in principal amount of the outstanding debt securities of

that series by written notice to Newell and the Trustee, may rescind and annul the declaration and its consequences if:

(1) Newell has paid or deposited with the Trustee a sum sufficient to pay in the Currency in which the debt securities of the series are payable, except as otherwise specified in the applicable indenture:

•: all overdue interest on all outstanding debt securities of that series and any related Coupons,
•: all unpaid principal of and premium, if any, on any of the debt securities which has become due otherwise than by the declaration of acceleration, and interest on the unpaid principal at the rate or rates prescribed therefor in the debt securities,
•: to the extent lawful, interest on overdue interest at the rate or rates prescribed therefor in the debt securities, and
•: all sums paid or advanced by the Trustee and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and

(2) all Events of Default with respect to debt securities of that series, other than the non-payment of amounts of principal, interest or any premium on the debt securities which have become due solely by the declaration of acceleration, have been cured or waived. (Section 502)

No rescission shall affect any subsequent default or impair any right consequent thereon.

The Holders of not less than a majority in principal amount of the outstanding debt securities of any series may, on behalf of the Holders of all the debt securities of the series and any related Coupons, waive any past default under the applicable indenture with respect to the series and its consequences, except a default:

(1) in the payment of the principal of or premium, if any, or interest on any Debt Security of the series or any related Coupon, or

(2) in respect of a covenant or provision that cannot be modified or amended without the consent of the Holder of each Outstanding Debt Security of the series affected thereby. (Section 513)

If an Event of Default with respect to debt securities of a particular series occurs and is continuing, the Trustee will be under no obligation to exercise any of its rights or powers under the applicable indenture at the request or direction of any of the Holders of debt securities of the series, unless the Holders shall have offered to the Trustee reasonable indemnity and security against the costs, expenses and liabilities that might be incurred by it in compliance with the request. (Section 602)

The Holders of a majority in principal amount of the outstanding debt securities of the series have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee under the applicable indenture, or exercising any trust or power conferred on the Trustee with respect to the debt securities of that series. The Trustee may refuse to follow directions in conflict with law or the indenture that may involve the Trustee in personal liability or may be unduly prejudicial to the other, non-directing Holders. (Section 512)

Modification or Waiver

The indentures allow Newell and the Trustee, without the consent of any Holders of debt securities, to enter into supplemental indentures for various purposes, including:

•: evidencing the succession of another entity to us and the assumption of our covenants and obligations under the debt securities and the indenture by this successor,

•: adding to Newell's covenants for the benefit of the Holders,
•: adding additional Events of Default for the benefit of the Holders,
•: establishing the form or terms of any series of debt securities issued under the supplemental indentures or curing ambiguities or inconsistencies in the indentures, and
•: making other provisions that do not adversely affect the interests of the Holders of any series of debt securities in any material respect. (Section 901)

The indentures allow Newell and the Trustee, with the consent of the Holders of not less than a majority in principal amount of the outstanding debt securities of all affected series acting as one class, to execute supplemental indentures adding any provisions to or changing or eliminating any of the provisions of the indentures or modifying the rights of the Holders of the debt securities of the series. (Section 902) Without the consent of the Holders of all the outstanding debt securities affected thereby, no supplemental indenture may:

•: change the Stated Maturity of the principal of, or any installment of principal of or interest on, any debt security;
•: reduce the principal amount of, the rate of interest on, or any premium payable upon the redemption of, any debt security;
•: reduce the amount of the principal of any original issue discount security that would be due and payable upon acceleration of the Maturity of the debt security;
•: change any Place of Payment where, or the currency, currencies or currency unit or units in which, any debt security or any premium or interest thereon is payable;
•: impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity of the debt security or, in the case of redemption, on or after the Redemption Date;
•: affect adversely the right of repayment at the option of the Holder of any debt security of the series;
•: reduce the percentage in principal amount of the outstanding debt securities of any series, the consent of whose Holders is required for a supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with various provisions of the indenture or various defaults thereunder and their consequences provided for in the indentures; or
•: modify any of the foregoing described provisions. (Section 902)

Meetings

The indentures contain provisions for convening meetings of the Holders of debt securities of any series for any action to be made, given or taken by Holders of debt securities. The Trustee, Newell, and the Holders of at least 10% in principal amount of the outstanding debt securities of a series may call a meeting, in each case after notice to Holders of that series has been properly given. (Section 1502)

Persons entitled to vote a majority in principal amount of the outstanding debt securities of a series will constitute a quorum at a meeting of Holders of debt securities of that series. Any resolution passed or decision taken at any meeting of Holders of debt securities of any series that has been properly held under the provisions of the indentures will bind all Holders of debt securities of that series and related coupons. (Section 1503)

Financial Information

Newell will file with the Securities and Exchange Commission the annual reports, quarterly reports and other documents required to be filed with the Securities and Exchange Commission by Section 13(a) or 15(d) of the Exchange Act, and will also file with the Trustee copies of these reports and documents within 15 days after it files them with the Securities and Exchange Commission. (Section 703)

Defeasance

The indentures include provisions allowing us to be discharged from our obligation on the debt securities of any series. (Section 1401) To be discharged from our obligations on the debt securities, we would be required to deposit with the Trustee or another trustee money or U.S. Government Obligations sufficient to make all principal, premium (if any) and interest payments on those debt securities. (Section 1404) If we make this defeasance deposit with respect to your debt securities, we may elect either:

•: to be discharged from all of our obligations on your debt securities, except for our obligations to register transfers and exchanges, to replace temporary or mutilated, destroyed, lost or stolen debt securities, to maintain an office or agency in respect of the debt securities and to hold moneys for payment in trust (Section 1402); or
•: in the case of senior debt securities, to be released from restrictions relating to liens and sale-leaseback transactions and, in the case of all debt securities, to be released from other covenants as may be described in the prospectus supplement relating to such debt securities. (Section 1403)

To establish the trust, Newell must deliver to the Trustee an opinion of our counsel that the Holders of the debt securities will not recognize gain or loss for Federal income tax purposes as a result of the defeasance and will be subject to Federal income tax on the same amount, and in the same manner and at the same times as would have been the case if the defeasance had not occurred. (Section 1404 (5)) There may be additional provisions relating to defeasance which we will describe in the applicable prospectus supplement.

The Trustee

JPMorgan Chase Bank (formerly The Chase Manhattan Bank N.A.) ("JPMorgan Chase") is the Trustee under the Senior Indenture and the Subordinated Indenture. JPMorgan Chase is also the agent for the lenders, and a lender, under a revolving credit facility with Newell which, as of the date hereof, permits an aggregate borrowing of up to $1.3 billion, so long as the terms and conditions of this facility are satisfied. J.P. Morgan Securities, Inc., an affiliate of JPMorgan Chase, has from time to time acted as an agent or underwriter with respect to distribution of our securities. In addition, we and some of our affiliates maintain other banking and borrowing arrangements with JPMorgan Chase, and JPMorgan Chase may perform additional banking services for, or transact other banking business with, Newell in the future.

The Trustee may be deemed to have a conflicting interest for purposes of the Trust Indenture Act of 1939 and may be required to resign as Trustee if:

•

there is an Event of Default under the indenture; and

•

one or more of the following occurs:

•: the Trustee is a trustee for another indenture under which our securities are outstanding;

•: the Trustee is a trustee for more than one outstanding series of debt securities under a single indenture;
•: the Trustee is one of our creditors; or
•: the Trustee or one of its affiliates acts as an underwriter or agent for us.

Newell may appoint an alternative Trustee for any series of debt securities. The appointment of an alternative Trustee would be described in the applicable prospectus supplement.

Governing Law

The indentures and the debt securities are by their terms to be governed by and their provisions construed under the internal laws of the State of New York. (Section 112)

Miscellaneous

Newell has the right at all times to assign any of its respective rights or obligations under the indentures to a direct or indirect wholly-owned subsidiary of Newell; provided, that, in the event of any assignment, Newell will remain liable for all of their respective obligations. (Section 803) The indentures are binding upon and inure to the benefit of the parties thereto and their respective successors and assigns. (Section 109)

PARTICULAR TERMS OF THE SENIOR DEBT SECURITIES

The following description of the senior debt securities sets forth additional general terms and provisions of the senior debt securities to which a prospectus supplement may relate. The debt securities are described generally in this prospectus under "Description of Debt Securities" above. The particular terms of the senior debt securities offered by a prospectus supplement will be described in the applicable prospectus supplement.

Limitation on Liens

The senior indenture provides that while the senior debt securities issued under it or the related Coupons remain outstanding, Newell will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien of any kind upon any of its or their property or assets, now owned or hereafter acquired, without directly securing all of the senior debt securities equally and ratably with the obligation or liability secured by the Lien, except for:

(1): Liens existing as of the date of the senior indenture;
(2): Liens, including Sale and Lease-back Transactions, on any property acquired, constructed or improved after the date of the senior indenture, which are created or assumed contemporaneously with, or within 180 days after, the acquisition or completion of this construction or improvement, or within six months thereafter by a commitment for financing arranged with a lender or investor within the 180-day period, to secure or provide for the payment of all or a portion of the purchase price of the property or the cost of the construction or improvement incurred after the date of the senior indenture (or before the date of the indenture in the case of any construction or improvement which is at least 40% completed at the date of the indenture) or, in addition to Liens contemplated by clauses (3) and (4) below, Liens on any property existing at the time of acquisition of the property including acquisition through merger or consolidation; provided, that any Lien other than a Sale and Lease-back Transaction meeting the requirements of this clause does not apply to any property theretofore owned by Newell or a subsidiary other than, in the case of any the

construction or improvement, theretofore unimproved real property on which the property so constructed or the improvement, is located;

(3)

Liens existing on any property of a person at the time the person is merged with or into, or consolidates with, Newell or a Subsidiary;

(4)

Liens on any property of a person (including, without limitation, shares of stock or debt securities) or its subsidiaries existing at the time the person becomes a Subsidiary, is otherwise acquired by Newell or a Subsidiary or becomes a successor to Newell under Section 802 of the senior indenture;

(5)

Liens to secure an obligation or liability of a Subsidiary to Newell or to another Subsidiary;

(6)

Liens in favor of the United States of America or any State, or any department, agency or instrumentality or political subdivision of the United States of America or any State, to secure partial progress, advance or other payments under any contract or statute or to secure any indebtedness incurred for the purpose of financing all or any part of the purchase price or the cost of constructing or improving the property subject to the Liens;

(7)

Liens to secure tax-exempt private activity bonds under the Internal Revenue Code of 1986, as amended;

(8)

Liens arising out of or in connection with a Sale and Lease-back Transaction if the net proceeds of the Sale and Lease-back Transaction are at least equal to the fair value, as determined by the Board of Directors, the Chairman of the Board, the Vice Chairman of the Board, the President or the principal financial officer of Newell, of the property subject to the Sale and Lease-back Transaction;

(9)

Liens for the sole purpose of extending, renewing or replacing in whole or in part indebtedness secured by any Lien referred to in the foregoing clauses (1) to (8), inclusive, or in this clause (9); provided, however, that the principal amount of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured at the time of the extension, renewal or replacement, and that this extension, renewal or replacement shall be limited to all or a part of the property which secured the Lien so extended, renewed or replaced plus improvements on the property;

(10)

Liens arising out of or in connection with a Sale and Lease-back Transaction in which the net proceeds of the Sale and Lease-back Transaction are less than the fair value, as determined by the Board of Directors, the Chairman of the Board, the Vice Chairman of the Board, the President or the principal financial officer of Newell, of the property subject to the Sale and Lease-back Transaction if Newell provides in a Board Resolution that it shall, and if Newell covenants that it will, within 180 days of the effective date of any arrangement or, in the case of (C) below, within six months thereafter under a firm purchase commitment entered into within the 180-day period, apply an amount equal to the fair market value as so determined of the property:

(A): to the redemption of senior debt securities of any series which are, by their terms, at the time redeemable or the purchase and retirement of senior debt securities, if permitted;
(B): to the payment or other retirement of Funded Debt, as defined below, incurred or assumed by Newell which ranks senior to or pari passu with the senior debt securities or of Funded Debt incurred or assumed by any Subsidiary other than, in either case, Funded Debt owned by Newell or any Subsidiary; or

(C): to the purchase of property other than the property involved in the sale;

(11): Liens on accounts receivable and related general intangibles and instruments arising out of or in connection with a sale or transfer by Newell or the Subsidiary of the accounts receivable;
(12): Permitted Liens; and
(13): Liens other than those referred to in clauses (1) through (12) above which are created, incurred or assumed after the date of the senior indenture, including those in connection with purchase money mortgages, Capitalized Lease Obligations and Sale and Lease-back Transactions, provided that the aggregate amount of indebtedness secured by the Liens, or, in the case of Sale and Lease-back Transactions, the Value of the Sale and Lease-back Transactions, referred to in this clause (13), does not exceed 15% of Consolidated Total Assets. (Section 1007)

The term "Capitalized Lease Obligations" means, as to any person, the obligations of the person to pay rent or other amounts under a lease of (or other agreement conveying the right to use) real or personal property which obligations are required to be classified and accounted for as capital lease obligations on a balance sheet of the person under generally accepted accounting principles and, for purposes of the senior indenture, the amount of the obligations at any date shall be the capitalized amount of the obligations at the date, determined according to generally accepted accounting principles. (Section 101)

The term "Consolidated Total Assets" means the total of all the assets appearing on the consolidated balance sheet of Newell and our Subsidiaries determined according to generally accepted accounting principles applicable to the type of business in which Newell and the Subsidiaries are engaged, and may be determined as of a date not more than 60 days before the happening of the event for which the determination is being made. (Section 101)

The term "Funded Debt" means any indebtedness which by its terms matures at or is extendable or renewable at the sole option of the obligor without requiring the consent of the obligee to a date more than 12 months after the date of the creation of the indebtedness. (Section 101)

The term "Lien" means, as to any person, any mortgage, lien, collateral assignment, pledge, charge, security interest or other encumbrance in respect of or on, or any interest or title of any vendor, lessor, lender or other secured party to or of the person under any conditional sale or other title retention agreement or Capitalized Lease Obligation, purchase money mortgage or Sale and Lease-back Transaction with respect to, any property or asset (including without limitation income and rights thereto) of the person (including without limitation capital stock of any Subsidiary of the person), or the signing by the person and filing of a financing statement which names the person as debtor, or the signing by the person of any security agreement agreeing to file, or authorizing any other party as the secured party thereunder to file, any financing statement. (Section 101)

The term "Permitted Liens" means:

•: mechanics, materialmen, landlords, warehousemen and carriers liens and other similar liens imposed by law securing obligations incurred in the ordinary course of business which are not past due or which are being contested in good faith by appropriate proceedings and for which appropriate reserves have been established;
•: Liens under workmen's compensation, unemployment insurance, social security or similar legislation;
•: Liens, deposits, or pledges to secure the performance of bids, tenders, contracts (other than contracts for the payment of money), leases, public or statutory obligations, surety, stay, appeal,

indemnity, performance or other similar bonds, or similar obligations arising in the ordinary course of business;

•: judgment and other similar Liens arising in connection with court proceedings, provided the execution or other enforcement of the Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedings; and
•: easements, rights of way, restrictions and other similar encumbrances which, in the aggregate, do not materially interfere with the occupation, use and enjoyment by Newell or any Subsidiary of the property or assets encumbered thereby in the normal course of its business or materially impair the value of the property subject thereto. (Section 101)

The term "Sale and Lease-back Transaction" means, with respect to any person, any direct or indirect arrangement with any other person or to which any other person is a party, providing for the leasing to the first person of any property, whether now owned or hereafter acquired (except for temporary leases for a term, including any renewal of the leases, of not more than three years and except for leases between Newell and a Subsidiary or between Subsidiaries), which has been or is to be sold or transferred by the first person to the other person or to any person to whom funds have been or are to be advanced by the other person on the security of the property. (Section 101)

The term "Subsidiary" means any corporation of which at the time of determination Newell or one or more Subsidiaries owns or controls directly or indirectly more than 50% of the shares of Voting Stock. (Section 101)

The term "Value" means, with respect to a Sale and Lease-back Transaction, as of any particular time, the amount equal to the greater of:

(a): the net proceeds from the sale or transfer of the property leased under the Sale and Lease-back Transaction or
(b): the fair value in the opinion of the Board of Directors, the Chairman of the Board, the Vice Chairman of the Board, the President or the principal financial officer of Newell of the property at the time of entering into the Sale and Lease-back Transaction,

in either case multiplied by a fraction, the numerator of which shall be equal to the number of full years of the term of the lease remaining at the time of determination and the denominator of which shall be equal to the number of full years of the term, without regard to any renewal or extension options contained in the lease. (Section 101)

The term "Voting Stock" means stock of a corporation of the class or classes having general voting power under ordinary circumstances to elect at least a majority of the board of directors, managers or trustees of the corporation. (Section 101)

Events of Default

An "Event of Default" regarding any series of senior debt securities is any one of the following events:

•: default for 30 days in the payment of any interest installment when due and payable;
•: default in the payment of principal or premium (if any) when due at its stated maturity, by declaration, when called for redemption or otherwise;
•: default in the making of any sinking fund payment when due;
•: default in the performance of any covenant in the senior debt securities or in the senior indenture for 60 days after notice to Newell by the Trustee or by Holders of 25% in principal amount of the outstanding debt securities of that series;

•: events of bankruptcy, insolvency and reorganization of Newell or one of its significant subsidiaries;
•: an event of default in any mortgage, indenture or other instrument of indebtedness of Newell or any of its principal subsidiaries which results in a principal amount in excess of $10,000,000 being due and payable which remains outstanding longer than 30 days after written notice to Newell from the Trustee or from the Holders of at least 25% of the outstanding debt securities of that series; and
•: any other Event of Default provided with respect to that series of debt securities. (Section 501)

We are required to file every year with the Trustee an officers' certificate stating whether any default exists and specifying any default that exists. (Section 1004)

PARTICULAR TERMS OF THE SUBORDINATED DEBT SECURITIES

The following description of the subordinated debt securities sets forth additional general terms and provisions of the subordinated debt securities to which a prospectus supplement may relate. The debt securities are described generally under "Description of Debt Securities" above. The particular terms of the subordinated debt securities offered by a prospectus supplement will be described in the applicable prospectus supplement.

Subordination

The subordinated debt securities will be subordinated to the prior payment in full of:

•: the senior debt securities and all other unsecured and unsubordinated indebtedness of Newell ranking equally with the senior debt securities; and
•: other indebtedness of Newell to the extent shown in the applicable prospectus supplement.

Events of Default

An "Event of Default" regarding any series of subordinated debt securities is any one of the following events:

•: default for 60 days in the payment of any interest installment when due and payable;
•: default in the payment of principal or premium (if any) when due at its stated maturity, by declaration, when called for redemption or otherwise;
•: default in the making of any sinking fund payment when due;
•: default in the performance of any covenant in the subordinated debt securities or in the subordinate indenture for 90 days after notice to Newell by the Trustee or by Holders of 25% in principal amount of the outstanding debt securities of that series;
•: events of bankruptcy, insolvency and reorganization of Newell or one of its significant subsidiaries;
•: an event of default in any mortgage, indenture or other instrument of indebtedness of Newell which results in a principal amount in excess of $15,000,000 being due and payable which remains outstanding longer than 30 days after written notice to Newell from the Trustee or from the Holders of at least 25% of the outstanding debt securities of that series;
•: any other Event of Default provided with respect to that series of debt securities. (Section 501)

We are required to file every year with the Trustee an officers' certificate stating whether any default exists and specifying any default that exists. (Section 1004)

DESCRIPTION OF CAPITAL STOCK

General

Our authorized capital stock consists of 800,000,000 shares of common stock and 10,000,000 shares of preferred stock. As of February 28, 2002 there were 282,375,766 shares of common stock and no shares of preferred stock outstanding. The outstanding shares of common stock are listed on the New York Stock Exchange and the Chicago Stock Exchange.

Common Stock

Voting Holders of common stock vote as a single class on all matters submitted to a vote of the stockholders, with each share of common stock entitled to one vote.

Dividends. Holders of the common stock are entitled to receive the dividends that may be declared from time to time by the Board of Directors out of funds legally available therefor. The rights of holders of common stock to receive dividends are subject to the prior rights of holders of any issued and outstanding preferred stock that may be issued in the future.

Other Provisions. Upon liquidation (whether voluntary or involuntary) or a reduction in Newell's capital which results in any distribution of assets to stockholders, the holders of the common stock are entitled to receive, pro rata according to the number of shares held by each, all of the assets of Newell remaining for distribution after payment to creditors and the holders of any issued and outstanding preferred stock of the full preferential amounts to which they are entitled. The common stock has no preemptive or other subscription rights and there are no other conversion rights or redemption provisions with respect to the shares.

Transfer Agent and Registrar. The transfer agent and registrar for our common stock is First Chicago Trust Company of New York.

Stock Purchase Rights

Each outstanding share of common stock includes one common stock purchase right (a "Right") provided under the Rights Agreement dated as of August 6, 1998 between Newell and First Chicago Trust Company of New York. Each Right entitles the holder, until the earlier of October 31, 2008 or the redemption of the Rights, to buy the number of shares of common stock having a market value of two times the exercise price of $200, subject to adjustment under certain circumstances. The Rights will be exercisable only if a person or group acquires 15% or more of voting power of Newell or announces a tender offer following which it would hold 15% or more of Newell's voting power. The Rights held by the 15% stockholder would not be exercisable in this situation.

Furthermore, if following the acquisition by a person or group of 15% or more of Newell's voting power, Newell were acquired in a merger or other business combination or 50% or more of its assets were sold, each Right, other than Rights held by the 15% stockholder, would become exercisable for that number of shares of common stock or securities of the surviving company in a business combination having a market value of two times the exercise price of the Right.

Newell may redeem the Rights at $0.001 per Right before the occurrence of an event that causes the Rights to become exercisable for common stock.

As of the date of this prospectus, the Rights are not exercisable, certificates representing the Rights have not been issued and the Rights automatically trade with the shares of common stock. The Rights will expire on October 31, 2008, unless earlier redeemed.

Preferred Stock

Our Board of Directors may issue, without further authorization from our stockholders, up to 10,000,000 shares of preferred stock in one or more series. Our Board of Directors may determine at the time of creating each series:

•: dividend rights and rates;
•: voting and conversion rights;
•: redemption provisions;
•: liquidation preferences; and
•: other relative, participating, optional or other special rights, qualifications, limitations or restrictions of the series.

We will describe in a prospectus supplement relating to any series of preferred stock being offered the terms of the preferred stock, which may include:

(1): The maximum number of shares to constitute the series;
(2): Any annual dividend rate on the shares, whether the rate is fixed or variable or both, the date or dates from which dividends will accrue, whether the dividends will be cumulative and any dividend preference;
(3): Whether the shares will be redeemable and, if so, the price at and the terms and conditions on which the shares may be redeemed;
(4): Any liquidation preference applicable to the shares;
(5): The terms of any sinking fund;
(6): Any terms and conditions on which the shares of the series shall be convertible into, or exchangeable for, shares of any other capital stock;
(7): Any voting rights of the shares of the series; and
(8): Any other preferences or special rights or limitations on the shares of the series.

Although Newell is not required to seek stockholder approval before designating any future series of preferred stock, the Board of Directors presently has a policy of seeking stockholder approval before designating any future series of preferred stock with a vote, or convertible into stock having a vote, in excess of 13% of the vote represented by all voting stock immediately after the issuance, except for the purpose of (a) raising capital in the ordinary course of business or (b) making acquisitions, the primary purpose of which is not to effect a change of voting power.

Provisions With Possible Anti-Takeover Effects

As discussed above, Newell has adopted a Rights Agreement that provides stockholders with rights to purchase shares of common stock or securities of Newell (or of an acquiring company) at half of the market price under certain circumstances involving a potential change in control of Newell that has not been approved by the Board of Directors. The Rights Agreement is intended as a means to protect the value of the stockholders' investment in Newell while preserving the possibility of a fair acquisition bid. In addition, the Delaware General Corporation Law provides, among other things, that any beneficial owner of more than 15% of Newell's voting stock is prohibited, without the prior approval of the Board of Directors, from entering into any business combination with a company for three years from the date the 15% ownership interest is acquired. Additionally, the "fair price provisions" of the Restated Certificate of Incorporation require that specific proposed business combinations between

Newell and an "interested party," a beneficial owner of 5% or more of the voting shares of Newell, must be approved by the holders of 75% of the voting shares, unless certain fair price and procedural requirements are met or the business combination is approved by the directors of Newell who are not affiliated with the interested party. A vote of the holders of 75% of Newell's outstanding voting stock is required to amend the fair price provisions of the Restated Certificate of Incorporation.

Newell's Restated Certificate of Incorporation and By-Laws contain other provisions which may be viewed as having an anti-takeover effect. The Restated Certificate of Incorporation classifies the Board of Directors into three classes and provides that vacancies on the Board of Directors are to be filled by a majority vote of directors and that directors so chosen will hold office until the end of the full term of the class in which the vacancy occurred. A vote of the holders of 75% of Newell's outstanding voting stock is required to amend these provisions. Under the Delaware General Corporation Law, directors of Newell may only be removed for cause. The Restated Certificate of Incorporation and the By-Laws also contain provisions that may reduce surprise and disruptive tactics at stockholders' meetings. The Restated Certificate of Incorporation provides that no action may be taken by stockholders except at an annual meeting or special meeting, and does not permit stockholders to directly call a special meeting of stockholders. A stockholder must give written notice to Newell of an intention to nominate a director for election at an annual meeting 90 days before the anniversary date of the immediately preceding annual meeting. Each of these provisions tends to make a change of control of the Board of Directors more difficult and time consuming.

DESCRIPTION OF WARRANTS

We may issue warrants to purchase debt or equity securities. We may issue warrants independently or together with any offered securities. The warrants may be attached to or separate from those offered securities. We will issue the warrants under warrant agreements to be entered into between us and a bank or trust company, as warrant agent, all as described in the applicable prospectus supplement. The warrant agent will act solely as our agent in connection with the warrants and will not assume any obligation or relationship of agency or trust for or with any holders or beneficial owners of warrants.

The prospectus supplement relating to any warrants that we may offer will contain the specific terms of the warrants. These terms may include the following:

•: the title of the warrants;
•: the designation, amount and terms of the securities for which the warrants are exercisable;
•: the designation and terms of the other securities, if any, with which the warrants are to be issued and the number of warrants issued with each other security;
•: the price or prices at which the warrants will be issued;
•: the aggregate number of warrants;
•: any provisions for adjustment of the number or amount of securities receivable upon exercise of the warrants or the exercise price of the warrants;
•: the price or prices at which the securities purchasable upon exercise of the warrants may be purchased;
•: if applicable, the date on and after which the warrants and the securities purchasable upon exercise of the warrants will be separately transferable;
•: if applicable, a discussion of the material U.S. federal income tax considerations applicable to the exercise of the warrants;

•: any other terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the warrants;
•: the date on which the right to exercise the warrants will commence, and the date on which the right will expire;
•: the maximum or minimum number of warrants that may be exercised at any time; and
•: information with respect to book-entry procedures, if any.

Exercise of Warrants

Each warrant will entitle the holder of warrants to purchase for cash the amount of debt or equity securities at the exercise price stated or determinable in the prospectus supplement for the warrants. Warrants may be exercised at any time up to the close of business on the expiration date shown in the applicable prospectus supplement, unless otherwise specified in such prospectus supplement. After the close of business on the expiration date, unexercised warrants will become void. Warrants may be exercised as described in the applicable prospectus supplement. When the warrant holder makes the payment and properly completes and signs the warrant certificate at the corporate trust office of the warrant agent or any other office indicated in the prospectus supplement, we will, as soon as possible, forward the debt or equity securities that the warrant holder has purchased. If the warrant holder exercises the warrant for less than all of the warrants represented by the warrant certificate, we will issue a new warrant certificate for the remaining warrants.

DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS

We may issue stock purchase contracts, including contracts obligating holders to purchase from us, and for us to sell to the holders, a specified number of shares of common stock at a future date or dates. The price per share of common stock and the number of shares of common stock may be fixed at the time the stock purchase contracts are issued or may be determined by reference to a specific formula stated in the stock purchase contracts.

The stock purchase contracts may be issued separately or as part of units that we call "stock purchase units." Stock purchase units consist of a stock purchase contract and either our debt securities or debt obligations of third parties, including U.S. treasury securities, securing the holders' obligations to purchase the common stock under the stock purchase contracts.

The stock purchase contracts may require us to make periodic payments to the holders of the stock purchase units or vice versa, and these payments may be unsecured or prefunded on some basis. The stock purchase contracts may require holders to secure their obligations in a specified manner.

The applicable prospectus supplement will describe the terms of the stock purchase contracts or stock purchase units. The description in the prospectus supplement will only be a summary, and you should read the stock purchase contracts, and, if applicable, collateral or depositary arrangements, relating to the stock purchase contracts or stock purchase units. Material U.S. federal income tax considerations applicable to the stock purchase units and the stock purchase contracts will be also be discussed in the applicable prospectus supplement.

PLAN OF DISTRIBUTION

We may sell the securities:

•: through underwriters,
•: through agents,
•: directly to a limited number of institutional purchasers or to a single purchaser, or

•: any combination of these.

The prospectus supplement will describe the terms of the offering of the securities, including the following:

•: the name or names of any underwriters, dealers or agents;
•: the purchase price and the proceeds we will receive from the sale;
•: any underwriting discounts and other items constituting underwriters' compensation; and
•: any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers.

If underwriters are used in the sale, the securities will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. The securities may be either offered to the public through underwriting syndicates represented by managing underwriters or by underwriters without a syndicate. The obligations of the underwriters to purchase securities will be subject to conditions precedent and the underwriters will be obligated to purchase all the securities if any are purchased. Any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time.

If dealers are used in the sale, we will sell the securities to the dealers as principals. The dealers may resell the securities to the public at prices determined by the dealers at the time of the resale.

We may sell securities directly or through agents we designate from time to time. Any agent involved in the offer or sale of the securities in respect of which this prospectus is delivered will be named, and any commissions payable by us to that agent, will be described in the prospectus supplement.

The names of the underwriters, dealers or agents, as the case may be, and the terms of the transaction will be set forth in the applicable prospectus supplement.

Agents and underwriters may be entitled to indemnification by us against civil liabilities arising out of this prospectus, including liabilities under the Securities Act, or to contribution with respect to payments which the agents or underwriters may be required to make relating to those liabilities. Agents, dealers and underwriters may be customers of, engage in transactions with, or perform services for, us in the ordinary course of business.

Our common stock will be approved for listing upon notice of issuance on the New York Stock Exchange and the Chicago Stock Exchange. Other securities may or may not be listed on a national securities exchange. No assurances can be given that there will be a market for the Securities.

LEGAL MATTERS

Legal matters in connection with the securities will be passed upon for Newell by Schiff Hardin & Waite, Chicago, Illinois and for any underwriters, dealers or agents by counsel named in the applicable prospectus supplement. Schiff Hardin & Waite has advised Newell that, as of the date hereof, a member of the firm participating in the representation of Newell in this offering owns approximately 4,253 shares of common stock.

EXPERTS

The financial statements and schedules incorporated by reference in this prospectus and elsewhere in the registration statement have been audited by Arthur Andersen LLP, independent public

accountants, as indicated in their reports with respect thereto, and are included herein in reliance upon the authority of said firm as experts in giving said reports.

After reasonable efforts, we have been unable to obtain Arthur Andersen LLP's written consent to the incorporation by reference of such financial statements in amendments to the registration statement. Accordingly, we have omitted such consents in reliance upon Rule 437a of the Securities Act of 1933.

Because Arthur Andersen LLP has not consented to the incorporation by reference of our financial statements in amendments to the registration statement, you may not be able to recover against Arthur Andersen LLP under Section 11 of the Securities Act for any untrue statements of a material fact contained in such financial statements or any omissions to state a material fact required to be stated therein.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

The following table sets forth all expenses in connection with the distribution of the debt securities, preferred stock, common stock and rights, warrants, stock purchase contracts and stock unit contracts being registered. All amounts shown below are estimates, except the registration fee:

Registration fee of Securities and Exchange Commission		$	46,000
Accountants' fees and expenses			26,000
Legal fees and expenses			100,000
Printing			25,000
Trustee fees and expenses			4,500
Miscellaneous			8,500

	TOTAL	$	210,000

Item 15. Indemnification of Directors and Officers

Section 102 of the Delaware law allows a corporation to eliminate the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except in cases where the director breached his or her duty of loyalty to the corporation or its stockholders, failed to act in good faith, engaged in intentional misconduct or a knowing violation of the law, willfully or negligently authorized the unlawful payment of a dividend or approved an unlawful stock redemption or repurchase or obtained an improper personal benefit. Newell's Charter contains a provision which eliminates directors' personal liability as set forth above.

The Charter and the Bylaws of Newell provide in effect that Newell shall indemnify its directors and officers to the extent permitted by the Delaware law. Section 145 of the Delaware law provides that a Delaware corporation has the power to indemnify its directors, officers, employees and agents in certain circumstances. Subsection (a) of Section 145 of the Delaware law empowers a corporation to indemnify any director, officer, employee or agent, or former director, officer, employee or agent, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding provided that such director, officer, employee or agent acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, provided that such director, officer, employee or agent had no reasonable cause to believe that his or her conduct was unlawful.

Subsection (b) of Section 145 of the Delaware law empowers a corporation to indemnify any director, officer, employee or agent, or former director, officer, employee or agent, who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person acted in any of the capacities set forth above, against expenses (including attorneys' fees) actually and reasonably incurred in connection with the defense or settlement of such action or suit provided that such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery shall determine that despite the adjudication

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of liability such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

Section 145 further provides that to the extent that a director or officer or employee of a corporation has been successful in the defense of any action, suit or proceeding referred to in subsections (a) and (b) or in the defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him or her in connection therewith; that indemnification provided by Section 145 shall not be deemed exclusive of any other rights to which the party seeking indemnification may be entitled; and the corporation is empowered to purchase and maintain insurance on behalf of a director, officer, employee or agent of the corporation against any liability asserted against him or her or incurred by him or her in any such capacity or arising out of his or her status as such whether or not the corporation would have the power to indemnify him or her against such liabilities under Section 145; and that, unless indemnification is ordered by a court, the determination that indemnification under subsections (a) and (b) of Section 145 is proper because the director, officer, employee or agent has met the applicable standard of conduct under such subsections shall be made by (1) a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (3) by the stockholders.

Newell has in effect insurance policies for general officers' and directors' liability insurance covering all of Newell's officers and directors. Newell also has entered into indemnification agreements with each of its officers and directors that provide that the officers and directors will be entitled to their indemnification rights as they existed at the time they entered into the agreements, regardless of subsequent changes in Newell's indemnification policy.

Pursuant to an Agreement and Plan of Merger by and between Newell Co., Rooster Company and Rubbermaid Incorporated dated as of October 20, 1998 (the "Merger Agreement"), Newell will, to the fullest extent not prohibited by applicable law, indemnify, defend and hold harmless each person who is now, or has been at any time prior to the date of the merger agreement, or who becomes prior to the Effective Time (as defined in the Merger Agreement), an officer, director of employee of Rubbermaid or any of its subsidiaries against any losses, expenses, claims, damages or liabilities (1) arising out of acts or omissions occurring at or prior to the Effective Time that are based on or arising out of the fact that such person is or was a director, officer or employee of Rubbermaid or any of its subsidiaries or served as a fiduciary under or with respect to any Rubbermaid employee benefit plan and (2) to the extent they are based on or arise out of the transactions contemplated by the Merger Agreement. In addition, from and after the Effective Time, directors and officers of Rubbermaid who become directors or officers of Newell will be entitled to indemnification under the Charter and the Bylaws of Newell, as the same may be amended from time to time in accordance with their terms and applicable law, and to all other indemnity rights and protections as are afforded to other directors and officers of Newell.

Additionally, for six years after the Effective Time, Newell will maintain in effect Rubbermaid's current directors' and officers' liability insurance covering acts or omissions occurring prior to the Effective Time with respect to those persons who are currently covered by Rubbermaid's directors' and officers' liability insurance policy on terms with respect to such coverage and amount no less favorable than those of such policy in effect on the date of the Merger Agreement; provided that Newell may substitute policies of Newell or its subsidiaries containing terms with respect to coverage and amount no less favorable to such directors or officers. Newell will not be required to pay aggregate premiums for the insurance described in this paragraph in excess of 200% of the aggregate premiums paid by Rubbermaid in 1998, except that if the annual premiums of such insurance coverage exceed such amount, Newell will be obligated to obtain a policy with the best coverage available, in the reasonable judgment of Newell's Board, for a cost up to but not exceeding such amount.

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For six years after the Effective Time, Newell will also maintain in effect Rubbermaid's current fiduciary liability insurance policies for employees who serve or have served as fiduciaries under any Rubbermaid benefit plan with coverages and in amounts no less favorable than those of such policy in effect on the date of the Merger Agreement.

Item 16. Exhibits

The Exhibits filed herewith are set forth on the Index to Exhibits filed as a part of this Registration Statement on page II-7 and II-8 hereof.

Item 17. Undertakings

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i): To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii): To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement;
(iii): To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the registration statement is on Form S-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing on an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-3

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described under Item 15 above, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. If a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

II-4

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rockford, State of Illinois, on this 10th day of July, 2002.

	NEWELL RUBBERMAID INC. (Registrant)
	By:		/s/ DALE L. MATSCHULLAT Dale L. Matschullat Vice President—General Counsel

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date

* William P. Sovey	Chairman of the Board and Director	July 10, 2002
* Joseph Galli, Jr.	President, Chief Executive Officer (Principal Executive Officer) and Director	July 10, 2002
* J. Patrick Robinson	Vice President—Corporate Controller and Chief Accounting Officer (Principal Accounting Officer)	July 10, 2002
* William T. Alldredge	President—Corporate Development and Chief Financial Officer (Principal Financial Officer)	July 10, 2002
* Scott S. Cowen	Director	July 10, 2002
* Alton F. Doody	Director	July 10, 2002

II-5

* Robert L. Katz	Director	July 10, 2002
* William D. Marohn	Director	July 10, 2002
* Elizabeth Cuthbert Millett	Director	July 10, 2002
* Cynthia A. Montgomery	Director	July 10, 2002
* Allan P. Newell	Director	July 10, 2002
* Gordon R. Sullivan	Director	July 10, 2002
Raymond G. Viault	Director

*By:

/s/ DALE L. MATSCHULLAT

Dale L. Matschullat
Attorney-In-Fact

II-6

INDEX TO EXHIBITS

EXHIBIT INDEX		EXHIBIT
1.1		Form of Underwriting Agreement with respect to Debt Securities***
1.2		Form of Underwriting Agreement with respect to Common Stock***
1.3		Form of Underwriting Agreement with respect to Preferred Stock***
1.4		Form of Underwriting Agreement with respect to Stock Purchase Contracts***
1.5		Form of Underwriting Agreement with respect to Stock Purchase Units***
1.6		Form of Underwriting Agreement with respect to Warrants***
3.1		Restated Certificate of Incorporation of Newell Rubbermaid Inc., as amended as of April 5, 2001 (incorporated by reference to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2001)
3.2		By-Laws of Newell Rubbermaid Inc., as amended through January 5, 2001 (incorporated by reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 2000)
4.1		Indenture dated as of November 1, 1995 between Newell Rubbermaid Inc. and The Chase Manhattan Bank (now known as JPMorgan Chase Bank), as Trustee, relating to the Senior Debt Securities (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K dated May 3, 1996)
4.2		Form of Indenture between Newell and The Chase Manhattan Bank (now known as JPMorgan Chase Bank), as Trustee, relating to the Subordinated Debt Securities (incorporated by reference to Exhibit 4.4 to the Company's Registration Statement on Form S-3, File No. 33-64225)
4.3		Form of Specimen Common Stock Certificate of Newell Rubbermaid Inc. (incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-4, File No. 333-71747)
4.4		Rights Agreement, dated as of August 6, 1998, between Newell Co. and First Chicago Trust Company of New York, as Rights Agent (incorporated by reference to Exhibit 4 to the Company's Current Report on Form 8-K dated August 6, 1998)
4.5		Form of Specimen of Preferred Stock Certificate of Newell Rubbermaid Inc.***
4.6		Form of Certificate of Designation, Preferences and Rights of Preferred Stock of Newell Rubbermaid Inc.***
4.7		Form of Stock Purchase Contract Agreement***
4.8		Form of Stock Purchase Unit Agreement***
4.9		Form of Warrant Agreement (including Form of Warrant Certificate) with respect to Warrants to Purchase Debt Securities***
4.10		Form of Warrant Agreement (including Form of Warrant Certificate) with respect to Warrants to Purchase Common Stock***
4.11		Form of Warrant Agreement (including Form of Warrant Certificate) with respect to Warrants to Purchase Preferred Stock***

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4.12		Form of Warrant Agreement (including Form of Warrant Certificate) with respect to Warrants to Purchase Stock Purchase Contracts***
4.13		Form of Warrant Agreement (including Form of Warrant Certificate) with respect to Warrants to Purchase Stock Purchase Units***
5.1		Opinion of Schiff Hardin & Waite**
10.1		Five-year Credit Agreement dated as of June 14, 2002 by and among Newell Rubbermaid Inc., JPMorgan Chase Bank, as administrative agent, J.P. Morgan Securities Inc., as sole lead arranger and sole bookrunner, Bank of America, N.A. and Bank One, NA, as co-syndication agents, and Barclays Bank PLC and BNP Paribas, as co-documentation agents*
10.2		364-Day Credit Agreement dated as of June 14, 2002 by and among Newell Rubbermaid Inc., JPMorgan Chase Bank, as administrative agent, J.P. Morgan Securities Inc., as sole lead arranger and sole bookrunner, Bank of America, N.A. and Bank One, NA, as co-syndication agents, and Barclays Bank PLC and BNP Paribas, as co-documentation agents*
12.1		Computation of Ratio of Earnings to Fixed Charges of Newell Rubbermaid Inc. (incorporated by reference to Exhibit 11 to the Company's Annual Report on Form 10-K for the year ended December 31, 2001)
23.1		Consent of Arthur Andersen LLP**
23.2		Consent of Schiff Hardin & Waite (contained in their opinion filed as Exhibit 5.1)
24.1		Powers of attorney**
25.1		Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of Trustee for Senior and Subordinated Debt Indentures**

*: Filed herewith.
**: Previously filed.
***: To be filed as an exhibit to a document filed under the Securities Exchange Act of 1934 and incorporated by reference herein.

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QuickLinks

TABLE OF CONTENTS
NEWELL RUBBERMAID INC.
Recent Developments
WHERE YOU CAN FIND MORE INFORMATION
USE OF PROCEEDS
DESCRIPTION OF DEBT SECURITIES
PARTICULAR TERMS OF THE SENIOR DEBT SECURITIES
PARTICULAR TERMS OF THE SUBORDINATED DEBT SECURITIES
DESCRIPTION OF CAPITAL STOCK
DESCRIPTION OF WARRANTS
DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS
PLAN OF DISTRIBUTION
LEGAL MATTERS
EXPERTS
PART II INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

Item 15. Indemnification of Directors and Officers

Item 16. Exhibits

Item 17. Undertakings

SIGNATURES
INDEX TO EXHIBITS



                                                                    Exhibit 10.1

                                                                  EXECUTION COPY



                             NEWELL RUBBERMAID INC.

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



                           FIVE-YEAR CREDIT AGREEMENT

                            Dated as of June 14, 2002

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

                                  $650,000,000

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

                              JPMORGAN CHASE BANK,
                             as Administrative Agent

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

                          J.P. MORGAN SECURITIES INC.,
                    as Sole Lead Arranger and Sole Bookrunner

                              BANK OF AMERICA, N.A.
                                and BANK ONE, NA,
                            as Co-Syndication Agents

                                BARCLAYS BANK PLC
                                and BNP PARIBAS,
                           as Co-Documentation Agents




                                TABLE OF CONTENTS



                                                                            Page
                                                                            ----
                                                                         
SECTION 1.  DEFINITIONS AND ACCOUNTING MATTERS................................1
         1.01  Certain Defined Terms..........................................1
         1.02  Accounting Terms and Determinations...........................16
         1.03  Types of Loans................................................17
         1.04  Terms Generally...............................................17
         1.05. Currencies; Currency Equivalents; Provisions Relating to
               European Monetary Union.......................................17

SECTION 2.  COMMITMENTS......................................................18
         2.01  Committed Loans...............................................18
         2.02  Borrowings of Committed Loans.................................19
         2.03  Competitive Loans.............................................19
         2.04  Borrowings by Designated Borrowers............................23
         2.05  Changes of Commitments........................................24
         2.06  Fees..........................................................26
         2.07  Lending Offices...............................................27
         2.08  Several Obligations; Remedies Independent.....................27
         2.09  Evidence of Debt..............................................27
         2.10  Prepayments; Conversions and Continuations....................27

SECTION 3.  PAYMENTS OF PRINCIPAL AND INTEREST...............................28
         3.01  Repayment of Loans............................................28
         3.02  Interest......................................................28
         3.03  Redenomination................................................30

SECTION 4.  PAYMENTS; PRO RATA TREATMENT; COMPUTATIONS; ETC..................30
         4.01  Payments......................................................30
         4.02  Pro Rata Treatment............................................32
         4.03  Computations..................................................32
         4.04  Non-Receipt of Funds by the Administrative Agent..............33
         4.05  Set-off; Sharing of Payments..................................33

SECTION 5.  YIELD PROTECTION AND ILLEGALITY..................................34
         5.01  Additional Costs..............................................34
         5.02  Limitation on Types of Loans..................................35
         5.03  Illegality....................................................37
         5.04  Base Rate Loans Pursuant to Sections 5.01 and 5.03............37
         5.05  Compensation..................................................37
         5.06  Taxes.........................................................38
         5.07  Replacement of Lenders........................................40

SECTION 6.  CONDITIONS PRECEDENT.............................................40


                                       -i-



                                                                            Page
                                                                            ----
                                                                         
         6.01  Effective Date................................................40
         6.02  Initial and Subsequent Credit Extensions......................41

SECTION 7.  REPRESENTATIONS AND WARRANTIES...................................42
         7.01  Corporate Existence...........................................42
         7.02  Financial Condition...........................................42
         7.03  Litigation....................................................43
         7.04  No Breach.....................................................43
         7.05  Corporate Action..............................................43
         7.06  Approvals.....................................................44
         7.07  Use of Credit.................................................44
         7.08  ERISA.........................................................44
         7.09  Investment Company Act; Public Utility Holding Company Act....44
         7.10  Credit Agreements.............................................44
         7.11  Hazardous Materials...........................................45
         7.12  Taxes.........................................................45
         7.13  True and Complete Disclosure..................................45
         7.14  Subsidiaries..................................................46
         7.15  Compliance with Law...........................................46
         7.16  Designated Borrower Approvals.................................46

SECTION 8.  COVENANTS OF THE COMPANY.........................................46
         8.01  Financial Statements..........................................46
         8.02  Litigation....................................................49
         8.03  Corporate Existence, Etc......................................49
         8.04  Insurance.....................................................49
         8.05  Use of Proceeds...............................................49
         8.06  Indebtedness..................................................49
         8.07  Fundamental Changes...........................................50
         8.08  Liens.........................................................52
         8.09  Lines of Businesses...........................................52
         8.10  Total Indebtedness to Total Capital...........................53
         8.11  Interest Coverage Ratio.......................................53
         8.12  Transactions with Affiliates..................................53

SECTION 9.  EVENTS OF DEFAULT................................................53

SECTION 10.  THE ADMINISTRATIVE AGENT........................................56
         10.01  Appointment, Powers and Immunities...........................56
         10.02  Reliance by Administrative Agent.............................56
         10.03  Defaults.....................................................56
         10.04  Rights as a Lender...........................................57
         10.05  Indemnification..............................................57
         10.06  Non-Reliance on Administrative Agent and Other Lenders.......57
         10.07  Failure to Act...............................................58
         10.08  Resignation or Removal of Administrative Agent...............58

                                      -ii-



                                                                            Page
                                                                            ----
                                                                         
         10.09  Lead Arranger and Other Agents...............................58

SECTION 11.  GUARANTEE.......................................................59
         11.01  Guarantee....................................................59
         11.02  Obligations Unconditional....................................59
         11.03  Reinstatement................................................60
         11.04  Subrogation..................................................60
         11.05  Remedies.....................................................60
         11.06  Continuing Guarantee.........................................60

SECTION 12.  MISCELLANEOUS...................................................60
         12.01  Waiver.......................................................60
         12.02  Notices......................................................61
         12.03  Expenses, Etc................................................61
         12.04  Amendments, Etc..............................................62
         12.05  Assignments and Participations...............................62
         12.06  Survival.....................................................65
         12.07  Captions.....................................................65
         12.08  Counterparts; Effectiveness..................................65
         12.09  Governing Law; Jurisdiction; Service of Process; Waiver
                of Jury Trial; Etc...........................................65
         12.10  Successors and Assigns.......................................67
         12.11  Judgment Currency............................................67
         12.12  Waiver of Notice under Existing Credit Agreement.............67



Annex I             -      Commitments
Schedule I          -      List of Indebtedness
Schedule II         -      List of Certain Liens

EXHIBIT A-1         -      Form of Opinion of Special Illinois Counsel
EXHIBIT A-2         -      Form of Opinion of Dale L. Matschullat, Esq.,
                           Vice-President - General Counsel to the
                           Company and its Subsidiaries

EXHIBIT B           -      Form of Opinion of Special New York Counsel to the
                           Administrative Agent
EXHIBIT C           -      Form of Competitive Bid Request
EXHIBIT D           -      Form of Competitive Bid
EXHIBIT E-1         -      Form of Designation Letter
EXHIBIT E-2         -      Form of Termination Letter
EXHIBIT F           -      Form of Assignment and Assumption
EXHIBIT G           -      Form of Assumption Agreement


                                      -iii-


                  FIVE-YEAR CREDIT AGREEMENT dated as of June 14, 2002, between
NEWELL RUBBERMAID INC., a corporation duly organized and validly existing under
the laws of the State of Delaware (together with its successors, the "COMPANY");
each of the lenders which is a signatory hereto (together with its successors
and permitted assigns, individually, a "LENDER" and, collectively, the
"LENDERS"); and JPMORGAN CHASE BANK, as administrative agent for the Lenders (in
such capacity, together with its successors in such capacity, the
"ADMINISTRATIVE AGENT").

                  The Company has requested that the Lenders make loans to it
and the other Borrowers (as hereinafter defined) in an aggregate principal
amount not exceeding $650,000,000 at any one time outstanding. The Lenders are
prepared to make such loans upon the terms and conditions hereof, and,
accordingly, the parties agree as follows:

                  SECTION 1.  DEFINITIONS AND ACCOUNTING MATTERS.

                  1.01  CERTAIN DEFINED TERMS.

                  As used herein, the following terms shall have the following
meanings (all terms defined in this Section 1 or in other provisions of this
Agreement in the singular to have the same meanings when used in the plural and
vice versa):

                  "ADJUSTED LIBO RATE" shall mean, for any LIBO Rate Loan for
any Interest Period, a rate per annum (rounded upwards, if necessary, to the
nearest 1/16 of 1%) determined by the Administrative Agent to be equal to the
LIBO Rate for the Interest Period for such Loan divided by 1 minus the Reserve
Requirement for such Loan for such Interest Period.

                  "ADMINISTRATIVE AGENT'S ACCOUNT" shall mean, in respect of any
Currency, such account as the Administrative Agent shall designate in a notice
to the Company and the Lenders.

                  "ADMINISTRATIVE QUESTIONNAIRE" shall mean an Administrative
Questionnaire in the form supplied by the Administrative Agent.

                  "AFFILIATE" shall mean, 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.

                  "ALTERNATIVE CURRENCY" shall mean at any time (a) Euros and
(b) any currency (other than Dollars and Euros) so long as at such time, (i)
such currency is dealt with in the London interbank deposit market, (ii) such
currency is freely transferable and convertible into Dollars in the London
foreign exchange market and (iii) no central bank or other governmental
authorization in the country of issue of such currency is required to permit use
of such currency by any Lender for making any Loan hereunder and/or to permit
the relevant Borrower to borrow and repay the principal thereof and to pay the
interest thereon, unless such authorization has been obtained and is in full
force and effect.



                  "APPLICABLE FACILITY FEE RATE", "APPLICABLE UTILIZATION FEE
RATE" and "APPLICABLE MARGIN" shall mean, during any period when the Rating is
at one of the Rating Groups specified below, the percentage set forth below
opposite the reference to such fee or to the relevant Type of Committed Loan:



======================================================================================================================
                                        Rating          Rating           Rating           Rating          Rating
                                         Group           Group            Group           Group           Group
                                           I              II               III              IV              V
- ----------------------------------------------------------------------------------------------------------------------
                                                                                           
Applicable Facility                      0.07%           0.10%           0.125%           0.15%           0.225%
Fee Rate
- ----------------------------------------------------------------------------------------------------------------------
Applicable Margin for Committed
LIBOR Loans                              0.18%           0.30%           0.375%           0.475%          0.65%
- ----------------------------------------------------------------------------------------------------------------------
Applicable Margin for
Base Rate Loans                           0%              0%               0%               0%              0%
- ----------------------------------------------------------------------------------------------------------------------
Applicable Utilization Fee Rate
(GREATER THAN OR EQUAL TO 50%)           0.05%           0.10%           0.125%           0.125%          0.25%
======================================================================================================================


Any change in the Applicable Facility Fee Rate, the Applicable Utilization Fee
Rate or the Applicable Margin by reason of a change in the Moody's Rating, the
Standard & Poor's Rating or the Fitch Rating shall become effective on the date
of announcement or publication by the respective Rating Agency of a change in
such Rating or, in the absence of such announcement or publication, on the
effective date of such changed rating.

                  "APPLICABLE LENDING OFFICE" shall mean for each Lender and for
each Type and Currency of Loan the lending office of such Lender (or of an
Affiliate of such Lender) designated for such Type and Currency of Loan in the
Administrative Questionnaire submitted by such Lender or such other office of
such Lender (or of an Affiliate of such Lender) as such Lender may from time to
time specify to the Administrative Agent and the Company.

                  "APPROVED DESIGNATED BORROWER" shall mean (i) any Domestic
Subsidiary that is a Wholly-Owned Subsidiary of the Company as to which a
Designation Letter has been delivered to the Administrative Agent and as to
which a Termination Letter shall not have been delivered to the Administrative
Agent, which Subsidiary has been approved as a borrower hereunder by all of the
Lenders, all in accordance with Section 2.04, and (ii) for the purposes of
Section 5.06, also the Company.

                  "ASSIGNMENT AND ASSUMPTION" shall mean an assignment and
assumption entered into by a Lender and an assignee (with the consent of any
party whose consent is required by Section 12.05), and accepted by the
Administrative Agent, in the form of Exhibit F or any other form approved by the
Administrative Agent.


                                      -2-


                  "ASSUMING LENDER" shall have the meaning assigned to that term
in Section 2.05(d)(i).

                  "ASSUMPTION AGREEMENT" shall mean an assumption agreement
entered into by the Company and an Assuming Lender pursuant to Section 2.05(d),
and accepted by the Administrative Agent, in the form of Exhibit G or any other
form approved by the Administrative Agent.

                  "BANKRUPTCY CODE" means the United States Bankruptcy Code of
1978, as amended from time to time.

                  "BASE RATE" shall mean, with respect to any Base Rate Loan,
for any day, the higher of (a) the Federal Funds Rate for such day plus 1/2 of
1% and (b) the Prime Rate for such day.

                  "BASE RATE LOANS" shall mean Loans which bear interest based
upon the Base Rate.

                  "BORROWERS" shall mean the Company, each Approved Designated
Borrower and each Designated Borrower.

                  "BUSINESS DAY" shall mean any day (a) that is not a Saturday,
Sunday or other day on which commercial banks are authorized or required to
close in New York City, (b) if such day relates to the giving of notices or
quotes in connection with a LIBOR Auction or to a borrowing of, a payment or
prepayment of principal of or interest on, Conversion of or into, or an Interest
Period for, a LIBO Rate Loan or a notice by the Company with respect to any such
borrowing, payment, prepayment, Conversion or Interest Period, also on which
dealings in deposits are carried out in the London interbank market and (c)(i)
if such day relates to the date on which the LIBO Rate is determined under this
Agreement for the Interest Period of any Loan denominated in Euros, that is also
a TARGET Day or (ii) if such day relates to a borrowing of, a payment or
prepayment of principal of or interest on, or an Interest Period for, any Loan
denominated in an Alternative Currency (other than Euros), or a notice by the
Company with respect to any such borrowing, payment, prepayment or Interest
Period, also a day commercial banks and the London foreign exchange market
settle payments for such Alternative Currency in the principal finance center
where such currency is cleared and settled (as determined by the Administrative
Agent).

                  "CAPITAL LEASE OBLIGATIONS" shall mean, as to any Person, the
obligations of such Person to pay rent or other amounts under a lease of (or
other agreement conveying the right to use) real and/or personal property which
obligations are required to be classified and accounted for as a capital lease
on a balance sheet of such Person under GAAP (including Statement of Financial
Accounting Standards No. 13 of the Financial Accounting Standards Board) and,
for purposes of this Agreement, the amount of such obligations shall be the
capitalized amount thereof, determined in accordance with GAAP (including such
Statement No. 13).

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


                                      -3-


                  "COMMITMENT" shall mean, as to each Lender, the obligation of
such Lender to make Committed Loans in an aggregate amount at any one time
outstanding equal to the amount set opposite such Lender's name on Annex I
hereto under the caption "Commitment" (as the same may be reduced or increased
from time to time pursuant to this Agreement). The original aggregate principal
amount of the Commitments is $650,000,000.

                  "COMMITMENT TERMINATION DATE" shall mean June 14, 2007;
PROVIDED that, if such date is not a Business Day, the Commitment Termination
Date shall be the next preceding Business Day.

                  "COMMITTED LOANS" shall mean the loans provided for by Section
2.01.

                  "COMMITTED LIBOR LOANS" shall mean Committed Loans the
interest rates on which are determined on the basis of Adjusted LIBO Rates.

                  "COMPETITIVE AFFILIATE LOAN" shall mean a Competitive Loan to
be made by an Affiliate of a Lender pursuant to Section 2.03(h).

                  "COMPETITIVE BID" shall have the meaning assigned to that term
in Section 2.03(c)(i).

                  "COMPETITIVE BID RATE" shall have the meaning assigned to that
term in Section 2.03(c)(ii)(D).

                  "COMPETITIVE BID REQUEST" shall have the meaning assigned to
that term in Section 2.03(b).

                  "COMPETITIVE BORROWING" shall have the meaning assigned to
that term in Section 2.03(b).

                  "COMPETITIVE LIBOR LOANS" shall mean Competitive Loans the
interest rates on which are determined on the basis of Adjusted LIBO Rates
pursuant to a LIBOR Auction.

                  "COMPETITIVE LOAN LIMIT" shall have the meaning assigned to
that term in Section 2.03(c)(ii).

                  "COMPETITIVE LOANS" shall mean the loans provided for by
Section 2.03.

                  "CONSOLIDATED EBITDA" shall mean, for any period, Consolidated
Net Income for such period PLUS, without duplication and to the extent deducted
in determining such Consolidated Net Income for such period, the sum of (a)
income tax expense, (b) interest expense, amortization or writeoff of debt
discount and debt issuance costs and commissions, discounts and other fees and
charges associated with Indebtedness (including the Loans), (c) depreciation and
amortization expense, (d) amortization of intangibles (including, but not
limited to, goodwill) and organization costs and (e) any extraordinary, unusual
or non-recurring charges or losses, and MINUS, to the extent included in
determining such Consolidated Net Income for such period, the sum of (a)
interest income, (b) any extraordinary, unusual or non-recurring


                                      -4-


income or gains (including, whether or not otherwise includable as a separate
item in the statement of such Consolidated Net Income for such period, gains on
the sales of assets outside of the ordinary course of business) and (c) any
other non-cash income, all as determined on a consolidated basis.

                  "CONSOLIDATED INTEREST EXPENSE" shall mean, for any period and
without duplication, total interest expense (including that attributable to
Capital Lease Obligations) of the Company and its Subsidiaries for such period
with respect to all outstanding Indebtedness of the Company and its Subsidiaries
accrued or capitalized during such period (whether or not actually paid during
such period) (including all commissions, discounts and other fees and charges
owed with respect to standby letters of credit and bankers' acceptance financing
and net costs under Swap Agreements in respect of interest rates to the extent
such net costs are allocable to such period in accordance with GAAP), but
excluding any interest expense for such period relating to quarterly or monthly
income preferred securities, quarterly income capital securities or other
similar securities.

                  "CONSOLIDATED NET INCOME" shall mean, for any period, the
consolidated net income (or loss) of the Company and its Subsidiaries,
determined on a consolidated basis in accordance with GAAP; PROVIDED that there
shall be excluded (a) the income (or deficit) of any Person accrued prior to the
date it becomes a Subsidiary of the Company or is merged into or consolidated
with the Company or any of its Subsidiaries, (b) the income (or deficit) of any
Person (other than a Subsidiary of the Company) in which the Company or any of
its Subsidiaries has an ownership interest, except to the extent that any such
income is actually received by the Company or such Subsidiary in the form of
dividends or similar distributions and (c) the undistributed earnings of any
Subsidiary of the Company to the extent that the declaration or payment of
dividends or similar distributions by such Subsidiary is not at the time
permitted by the terms of any security issued by the Company or any of its
Subsidiaries or of any agreement, instrument or other undertaking to which the
Company or any of its Subsidiaries is a party or by which any of them or their
respective property is bound (other than under any Credit Document) or
Requirement of Law applicable to such Subsidiary.

                  "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 ability to exercise voting power, by contract or
otherwise. "CONTROLLING" and "CONTROLLED" have meanings correlative thereto.

                  "CONVERT", "CONVERSION" and "CONVERTED" shall refer to a
conversion pursuant to Section 2.10(b) of one Type of Committed Loans into the
other Type of Committed Loans, which may be accompanied by a transfer by a
Lender (at its sole discretion) of a Committed Loan from one Applicable Lending
Office to another).

                  "CONTINUE", "CONTINUATION" and "CONTINUED" shall refer to a
continuation pursuant to Section 2.10(b) of a Committed LIBOR Loan from one
Interest Period to the next Interest Period.


                                      -5-


                  "CREDIT DOCUMENTS" shall mean this Agreement, the Notes, if
any, each Designation Letter and each Termination Letter.

                  "CREDIT EXTENSION" shall mean the making of any Loan
hereunder.

                  "CURRENCY" shall mean Dollars or any Alternative Currency.

                  "DEFAULT" shall mean an Event of Default or an event which
with notice or lapse of time or both would become an Event of Default.

                  "DESIGNATED BORROWER" shall mean any Wholly-Owned Subsidiary
of the Company as to which a Designation Letter has been delivered to the
Administrative Agent and as to which a Termination Letter shall not have been
delivered to the Administrative Agent in accordance with Section 2.04; and the
term "Designated Borrower" shall include any Approved Designated Borrower.

                  "DESIGNATION LETTER" shall have the meaning assigned to that
term in Section 2.04(a).

                  "DETERMINATION DATE" shall mean, for any Disposition, the last
day of the fiscal quarter ending on or immediately preceding the date of such
Disposition.

                  "DISPOSITION" shall have the meaning assigned to that term in
Section 8.07(vi).

                  "DISPOSITION PERIOD" shall mean, for any Disposition, a period
of twelve months ending on the date of such Disposition; PROVIDED that prior to
March 31, 2003 "Disposition Period" shall mean, as at any date of determination,
the period commencing on April 1, 2002 and ending on such determination date.

                  "DOLLAR EQUIVALENT" shall mean, with respect to any Loan
denominated in an Alternative Currency, the amount of Dollars that would be
required to purchase the amount of the Alternative Currency of such Loan on the
date such Loan is requested (or, (a) in the case of Competitive Loans, the date
of the related Competitive Bid Request and (b) in the case of any redenomination
under Section 3.03, on the date of such redenomination), based upon the
arithmetic mean (rounded upwards, if necessary, to the nearest 1/100 of 1%), as
determined by the Administrative Agent, of the spot selling rate at which the
Reference Banks offer to sell such Alternative Currency for Dollars in the
London foreign exchange market at approximately 11:00 a.m. London time for
delivery two Business Days later.

                  "DOLLARS" and "$" shall mean lawful money of the United States
of America.

                  "DOMESTIC SUBSIDIARY" shall mean any Subsidiary of the Company
that is incorporated under the laws of the United States of America or any State
thereof or the District of Columbia.

                  "EFFECTIVE DATE" shall mean the date on which the conditions
specified in Section 6.01 are satisfied (or waived in accordance with Section
12.04).


                                      -6-


                  "ENVIRONMENTAL AFFILIATE" shall mean, as to any Person, any
other Person whose liability (contingent or otherwise) for any Environmental
Claim such Person may have retained, assumed or otherwise become liable
(contingently or otherwise), whether by contract, operation of law or otherwise;
PROVIDED that each Subsidiary of such Person, and each former Subsidiary or
division of such Person transferred to another Person, shall in any event be an
"Environmental Affiliate" of such Person.

                  "ENVIRONMENTAL CLAIM" shall mean, with respect to any Person,
any notice, claim, demand or other communication (whether written or oral) by
any other Person alleging or asserting liability of such Person for
investigatory costs, cleanup costs, governmental response costs, damages to
natural resources or other Property, personal injuries, fines or penalties
arising out of, based on or resulting from (a) the presence, or release into the
environment, of any hazardous material at any location, whether or not owned by
such Person, or (b) circumstances forming the basis of any violation, or alleged
violation, of any Environmental Law.

                  "ENVIRONMENTAL LAWS" shall mean any and all Federal, state,
local and foreign statutes, laws, regulations, ordinances, rules, judgments,
orders, decrees, permits, concessions, grants, franchises, licenses, agreements
or other governmental restrictions relating to the environment or to emissions,
discharges, releases or threatened releases of pollutants, contaminants,
chemicals or industrial, toxic or hazardous substances or wastes into the
environment, including, without limitation, ambient air, surface water, ground
water or land, or otherwise relating to the manufacture, processing,
distribution, use, treatment, storage, disposal, transport or handling of
pollutants, contaminants, chemicals or industrial, toxic or hazardous substances
or wastes.

                  "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 Company, 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.

                  "EURO" shall mean the single currency of Participating Member
States of the European Union.

                  "EVENT OF DEFAULT" shall have the meaning assigned to that
term in Section 9.

                  "FEDERAL FUNDS RATE" shall mean, for any day, the weighted
average (rounded upwards, if necessary, to the nearest 1/100th of 1%) of the
rates on overnight Federal funds transactions with members of the Federal
Reserve System arranged by federal funds brokers on such day as published by the
Federal Reserve Bank of New York on the Business Day next succeeding such day,
PROVIDED that (i) if the day for which such rate is to be determined is not a
Business Day, the Federal Funds Rate for such day shall be such rate on such
transactions on the next preceding Business Day as so published on the next
succeeding Business Day, and (ii) if such rate is not so published for any day,
the Federal Funds Rate for such day shall be the average (rounded upwards, if
necessary, to the next 1/100th of 1%) of the quotations for such day


                                      -7-


for transactions received by the Administrative Agent from three Federal funds
brokers of recognized standing selected by it.

                  "FITCH" shall mean Fitch Investors Services, Inc. or any
successor thereto.

                  "FITCH RATING" shall mean, as of any date, the rating most
recently published by Fitch relating to the unsecured, long-term, senior debt
securities of the Company.

                  "FOREIGN CURRENCY EQUIVALENT" shall mean, with respect to any
amount in Dollars, the amount of any Alternative Currency that could be
purchased with such amount of Dollars using the reciprocal of foreign exchange
rate(s) specified in the definition of the term "Dollar Equivalent", as
determined by the Administrative Agent.

                  "FOREIGN SUBSIDIARY" shall mean any Subsidiary of the Company
that is not a Domestic Subsidiary.

                  "GAAP" shall mean generally accepted accounting principles
applied on a basis consistent with those which, in accordance with the last
sentence of Section 1.02(a), are to be used in making the calculations for
purposes of determining compliance with the provisions of this Agreement.

                  "GOVERNMENTAL AUTHORITY" shall mean any nation or government,
any state or other political subdivision thereof, any agency, authority,
instrumentality, regulatory body, court, central bank or other entity exercising
executive, legislative, judicial, taxing, regulatory or administrative functions
of or pertaining to government, any securities exchange and any self-regulatory
organization.

                  "GUARANTEE" of any Person shall mean any guarantee,
endorsement, contingent agreement to purchase or to furnish funds for the
payment or maintenance of, or any other contingent liability on or with respect
to, the Indebtedness, other obligations, net worth, working capital or earnings
of any other Person (including, without limitation, the liability of such Person
in respect of the Indebtedness of any partnership of which such Person is a
general partner), or the guarantee by such Person of the payment of dividends or
other distributions upon the stock of any other Person, or the agreement by such
Person to purchase, sell or lease (as lessee or lessor) property, products,
materials, supplies or services primarily for the purpose of enabling any other
Person to make payment of its obligations or to assure a creditor against loss,
and the verb "GUARANTEE" shall have a correlative meaning, PROVIDED that the
term "Guarantee" shall not include endorsements for collection or deposits in
the ordinary course of business.

                  "INCREASING LENDER" shall have the meaning assigned to that
term in Section 2.05(d)(i).

                  "INDEBTEDNESS" shall mean, as to any Person at any date
(without duplication): (i) indebtedness created, issued, incurred or assumed by
such Person for borrowed money or evidenced by bonds, debentures, notes or
similar instruments; (ii) all obligations of such Person to pay the deferred
purchase price of property or services, excluding, however, trade accounts
payable (other than for borrowed money) arising in, and accrued expenses
incurred in, the


                                      -8-


ordinary course of business of such Person so long as such trade accounts
payable are paid within 120 days of the date the respective goods are delivered
or the services are rendered; (iii) all Indebtedness of others secured by a Lien
on any asset of such Person, whether or not such Indebtedness is assumed by such
Person; (iv) all Indebtedness of others Guaranteed by such Person; (v) all
Capital Lease Obligations; (vi) reimbursement obligations of such Person
(whether contingent or otherwise) in respect of bankers acceptances, surety or
other bonds and similar instruments (other than commercial, standby or
performance letters of credit); (vii) unpaid reimbursement obligations of such
Person (other than contingent obligations) in respect of commercial, standby or
performance letters of credit; and (viii) debt securities or obligations
(including preferred debt securities) issued in connection with Permitted
Securitizations included as indebtedness in accordance with GAAP on a
consolidated balance sheet of such Person.

                  "INTEREST COVERAGE RATIO" shall mean, as at any date of
determination thereof, the ratio of (a) Consolidated EBITDA for the period of
four consecutive fiscal quarters ending on or most recently ended prior to such
date to (b) Consolidated Interest Expense for such period.

                  "INTEREST PERIOD" shall mean:

         (a) with respect to any Committed LIBOR Loan, each period commencing on
         the date such Committed LIBOR Loan is made or Converted from a
         Committed Loan of another Type or the last day of the next preceding
         Interest Period for such Loan and ending on the numerically
         corresponding day in the first, second, third or sixth calendar month
         thereafter, as the Company (on its own behalf and on behalf of any
         other Borrower) may select as provided in Section 2.02, except that
         each Interest Period that commences on the last Business Day of a
         calendar month (or on any day for which there is no numerically
         corresponding day in the appropriate subsequent calendar month) shall
         end on the last Business Day of the appropriate subsequent calendar
         month;

         (b) with respect to any Set Rate Loan, the period commencing on the
         date such Set Rate Loan is made and ending on any Business Day up to
         180 days thereafter, as the Company may select as provided in Section
         2.03(b); and

         (c) with respect to any Competitive LIBOR Loan, the period commencing
         on the date such Competitive LIBOR Loan is made and ending on the
         numerically corresponding day in the first, second, third or sixth
         calendar month thereafter, as the Company may select as provided in
         Section 2.03(b), except that each Interest Period which commences on
         the last Business Day of a calendar month (or any day for which there
         is no numerically corresponding day in the appropriate subsequent
         calendar month) shall end on the last Business Day of the appropriate
         subsequent calendar month.

Notwithstanding the foregoing: (i) if any Interest Period would otherwise
commence before and end after the Commitment Termination Date, such Interest
Period shall not be available hereunder; (ii) each Interest Period which would
otherwise end on a day which is not a Business Day shall end on the next
succeeding Business Day (or, in the case of an Interest Period for any LIBO Rate
Loans, if such next succeeding Business Day falls in the next succeeding
calendar month, on the next preceding Business Day); and (iii) notwithstanding
clause (i) above, no


                                      -9-


Interest Period for any LIBO Rate Loans shall have a duration of less than one
month and, if the Interest Period for any such Loans would otherwise be a
shorter period, such Loans shall not be available hereunder.

                  "JPMCB" shall mean JPMorgan Chase Bank.

                  "JURISDICTION" shall mean, with respect to any Borrower, the
country or countries (including any political subdivision or taxing authority
thereof or therein) under whose laws such Borrower is organized or where such
Borrower is domiciled, resident or licensed or otherwise qualified to do
business or where any significant part of the Property of such Borrower is
located.

                  "LENDER AFFILIATE" shall have the meaning assigned to that
term in Section 2.03(h).

                  "LIBO RATE" shall mean, for any Interest Period for any LIBO
Rate Loan, the rate for deposits in the relevant Currency with a maturity
comparable to such Interest Period commencing on the first day of such Interest
Period appearing on Page 3750 of the Telerate Service (or on any successor or
substitute page of such Service, or any successor to or substitute for such
Service, providing rate quotations comparable to those currently provided on
such page for such Service, as determined by the Administrative Agent, with
written notice to the Company, from time to time for purposes of providing
quotations of interest rates applicable to such Currency deposits in the London
interbank market) at approximately 11:00 a.m., London time, on the Quotation
Date for such Currency; PROVIDED that the LIBO Rate for any LIBO Rate Loan
denominated in Pounds Sterling for any Interest Period shall be increased by any
Mandatory Costs (but only to the extent applicable to any Lender).

                  In the event that such rate is not available for any reason,
the LIBO Rate shall mean, with respect to such LIBO Rate Loan for such Interest
Period, the rate at which deposits of $1,000,000 (or, in the case where a LIBO
Rate Loan is a Currency other than Dollars, the Foreign Currency Equivalent
thereof) and for a maturity comparable to such Interest Period are offered by
the Reference Banks to leading banks in the London interbank market as of the
11:00 a.m., London time, on the Quotation Date for such Currency; PROVIDED that
(i) if any Reference Bank is not participating in any borrowing of LIBO Rate
Loans, the LIBO Rate for such Loans shall be determined by reference to the
amount of the Loan which such Reference Bank would have made had it been
participating in such Loans, (ii) in determining the LIBO Rate with respect to
any Competitive LIBOR Loan, each Reference Bank shall be deemed to have made a
Competitive LIBOR Loan in an amount equal to $1,000,000, (iii) each Reference
Bank agrees to use its best efforts to furnish timely information to the
Administrative Agent for purposes of determining the LIBO Rate and (iv) if any
Reference Bank does not furnish such timely information for determination of the
LIBO Rate, the Administrative Agent shall determine such interest rate on the
basis of timely information furnished by the remaining Reference Banks.

                  "LIBO RATE LOANS" shall mean Committed LIBOR Loans and
Competitive LIBOR Loans.

                  "LIBOR AUCTION" shall mean a solicitation of Competitive Bids
setting forth Margins based on the Adjusted LIBO Rate pursuant to Section 2.03.


                                      -10-


                  "LIEN" shall mean, with respect to any asset, any mortgage,
lien, pledge, charge, security interest or encumbrance of any kind in respect of
such asset. For the purposes of this Agreement, the Company or any Subsidiary
shall be deemed to own subject to a Lien any asset which it has acquired or
holds subject to the interest of a vendor or lessor under any conditional sale
agreement, capital lease or other title retention agreement relating to such
asset.

                  "LOANS" shall mean Committed Loans and Competitive Loans.

                  "MAJORITY LENDERS" shall mean Lenders having at least 51% of
(i) the aggregate amount of the Commitments and (ii) if the Commitments shall
have been terminated, the aggregate outstanding principal amount of all Loans.

                  "MANDATORY COST" shall mean, with respect to any Lender, the
cost, if any, imputed to such Lender of compliance with the cash ratio and
special deposit requirements of the Bank of England and/or the banking
supervision or other costs imposed by the Financial Services Authority during
the relevant period, as determined by the Bank of England and/or Financial
Services Authority during such relevant period.

                  "MARGIN" shall have the meaning assigned to that term in
Section 2.03(c)(ii)(C).

                  "MATERIAL ADVERSE EFFECT" shall mean a material adverse effect
on (i) the consolidated financial condition, operations, business or prospects
of the Company and its Subsidiaries (taken as a whole), (ii) the ability of the
Company or any Approved Designated Borrower that is a Significant Subsidiary to
perform its obligations under any of the Credit Documents to which it is a party
or (iii) the validity or enforceability of any of the Credit Documents.

                  "MOODY'S" shall mean Moody's Investors Service, Inc. or any
successor thereto.

                  "MOODY'S RATING" shall mean, as of any date, the rating most
recently published by Moody's relating to the unsecured, long-term, senior debt
securities of the Company.

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

                  "NET WORTH" shall mean, at any time, the consolidated
stockholders' equity of the Company and its Subsidiaries determined on a
consolidated basis without duplication in accordance with GAAP.

                  "NON-STRATEGIC PROPERTY" shall mean Property acquired as part
of the acquisition of a business made after March 31, 2001 that is designated by
resolution of the Board of Directors of the Company adopted no later than six
months after such acquisition as non-strategic Property.

                  "NOTES" shall mean the promissory notes provided for by
Section 2.09(d).


                                      -11-


                  "OBLIGOR" shall mean the Company, in its capacity as a
Borrower hereunder and in its capacity as a guarantor of Loans made to any other
Borrower under Section 11, and each other Borrower.

                  "OTHER CREDIT AGREEMENT" shall mean the 364-Day Credit
Agreement dated as of the date hereof, between the Borrowers, the banks party
thereto and JPMCB, as Administrative Agent.

                  "PBGC" shall mean the Pension Benefit Guaranty Corporation or
any entity succeeding to any or all its functions under ERISA.

                  "PARTICIPATING MEMBER STATE" shall mean any member of the
European Union that adopts or has adopted the Euro as its lawful currency in
accordance with the legislation of the European Union relating to the European
Monetary Union.

                  "PERMITTED SECURITIZATION" shall mean any transaction or
series of transactions that may be entered into by the Company or any of its
Subsidiaries pursuant to which the Company or such Subsidiary, as the case may
be, may sell, convey or otherwise transfer, or grant a security interest in, any
receivables (whether now existing or arising in the future) of the Company or
any of its Subsidiaries and any assets related thereto, including all collateral
securing such receivables, all contracts and all guarantees or other obligations
in respect of such receivables and the proceeds of such receivables; PROVIDED
that (a) there shall be no recourse under such securitization to the Company or
any of its other Subsidiaries other than pursuant to Standard Securitization
Undertakings and (b) the Administrative Agent shall be reasonably satisfied that
the terms of such securitization are in compliance with the terms of this
Agreement.

                  "PERSON" shall mean an individual, a corporation, a company, a
limited liability company, a voluntary association, a partnership, a trust, an
unincorporated organization or a government or any agency, instrumentality or
political subdivision thereof.

                  "PLAN" shall mean any employee pension benefit plan (other
than a Multiemployer Plan) which is or was established, sponsored, maintained or
contributed to, by the Company or any ERISA Affiliate and is or was subject to
the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of
ERISA.

                  "POST-DEFAULT RATE" shall mean, in respect of any principal of
any Loan or any other amount payable by any Borrower under this Agreement or any
Note which is not paid when due (whether at stated maturity, by acceleration or
otherwise), a rate per annum during the period commencing on the due date until
such amount is paid in full equal to the sum of 2% plus the Base Rate as in
effect from time to time plus the Applicable Margin for Base Rate Loans
(PROVIDED that, if such amount in default is principal of a LIBO Rate Loan or a
Set Rate Loan and the due date is a day other than the last day of the Interest
Period therefor, the "Post-Default Rate" for such principal shall be, for the
period commencing on the due date and ending on the last day of the Interest
Period therefor, 2% above the interest rate for such Loan as provided in Section
3.02 and, thereafter, the rate provided for above in this definition).

                  "POUNDS STERLING" shall mean lawful money of England.


                                      -12-


                  "PRIME RATE" shall mean the rate of interest publicly
announced from time to time by JPMCB as its prime rate in effect at the
Principal Office.

                  "PRINCIPAL OFFICE" shall mean the principal office of JPMCB,
located on the date hereof at 270 Park Avenue, New York, New York 10017.

                  "PROPERTY" shall mean any right or interest in or to property
of any kind whatsoever, whether real, personal or mixed and whether tangible or
intangible (including, without limitation, shares of capital stock).

                  "QUARTERLY DATES" shall mean the last Business Day of each
March, June, September and December, the first of which shall be the first such
day after the Effective Date.

                  "QUOTATION DATE" shall mean, for any Interest Period, (a) for
any Currency other than Pounds Sterling, the date two Business Days prior to the
commencement of such Interest Period and (b) for Pounds Sterling, the first day
of such Interest Period, PROVIDED that if market practice differs in the
relevant interbank market for any Currency, the "Quotation Date" for such
Currency shall be determined by the Administrative Agent in accordance with
market practice in the relevant interbank market (and if quotations would
normally be given by leading banks in the relevant interbank market on more than
one day, the "Quotation Date" shall be the last of such days).

                  "RATING" shall mean the Moody's Rating, the Standard & Poor's
Rating or the Fitch Rating.

                  "RATING AGENCY" shall mean Moody's, Standard & Poor's or
Fitch.

                  "RATING GROUP I" shall mean any two of the following: the
Moody's Rating is at or above Aa2, the Standard & Poor's Rating is at or above
AA or the Fitch Rating is at or above AA; "RATING GROUP II" shall mean (a) any
two of the following: the Moody's Rating is at or above A3, the Standard &
Poor's Rating is at or above A- or the Fitch Rating is at or above A- and (b)
Rating Group I is not in effect; "RATING GROUP III" shall mean (a) any two of
the following: the Moody's Rating is at or above Baa1, the Standard & Poor's
Rating is at or above BBB+ or the Fitch Rating is at or above BBB+ and (b)
neither Rating Group I nor Rating Group II is in effect; "RATING GROUP IV" shall
mean (a) any two of the following: the Moody's Rating is at or above Baa2, the
Standard & Poor's Rating is at or above BBB or the Fitch Rating is at or above
BBB and (b) neither Rating Group I, Rating Group II nor Rating Group III is in
effect; "RATING GROUP V" shall mean none of Rating Group I, Rating Group II,
Rating Group III and Rating Group IV is in effect; PROVIDED that (i) if at any
time the Company has two or three Ratings falling within two different Rating
Groups that are one Rating Group apart, the relevant Rating Group for purposes
of determining the Applicable Facility Fee Rate, the Applicable Utilization Fee
Rate and the Applicable Margin shall be the Rating Group for the higher of the
Moody's Rating (if any) or the Standard & Poor's Rating (if any), (ii) if at any
time the Company has two or three Ratings falling within different Rating Groups
that are two or more Rating Groups apart, the relevant Rating Group for purposes
of determining the Applicable Facility Fee Rate, the Applicable Utilization Fee
Rate and the Applicable Margin shall be the Rating Group that is one level above
the Rating Group for the lower (or the lowest, as the case may be) of such


                                      -13-


Ratings and (iii) for this purpose of this proviso, Rating Group I is higher
than Rating Group II, Rating Group II is higher than Rating Group III, Rating
Group III is higher than Rating Group IV and Rating Group IV is higher than
Rating Group V).

                  "REFERENCE BANKS" shall mean Bank of America, N.A., Bank One,
NA. and JPMCB.

                  "REGISTER" shall have the meaning assigned to that term in
Section 12.05.

                  "REGULATION D" shall mean Regulation D of the Board of
Governors of the Federal Reserve System (or any successor), as the same may be
amended or supplemented from time to time.

                  "REGULATORY CHANGE" shall mean, with respect to any Lender,
any change after the date hereof (or, in the case of any Competitive LIBOR Loan,
the date of the Competitive Bid therefor), in United States Federal, state or
foreign law or regulations (including Regulation D) or the adoption or making
after such date of any interpretations, directives or requests applying to a
class of banks including such Lender of or under any United States Federal,
state or foreign law or regulations (whether or not having the force of law) by
any court or governmental or monetary authority charged with the interpretation
or administration thereof.

                  "REQUIREMENT OF LAW" shall mean, as to any Person, the
Certificate of Incorporation and By-Laws or other organizational or governing
documents of such Person, and any law, treaty, rule or regulation or
determination of an arbitrator or a court or other Governmental Authority, in
each case applicable to or binding upon such Person or any of its property or to
which such Person or any of its property is subject.

                  "RESERVE REQUIREMENT" shall mean, for any Interest Period for
any LIBO Rate Loan, the effective maximum rate at which reserves (including any
marginal, supplemental or emergency reserves) are required to be maintained
during such Interest Period under Regulation D by member banks of the Federal
Reserve System in New York City with deposits exceeding one billion Dollars
against "Eurocurrency liabilities" (as such term is used in Regulation D).
Without limiting the effect of the foregoing, the Reserve Requirement shall
reflect any other reserves required to be maintained by such member banks by
reason of any Regulatory Change against (i) any category of liabilities which
includes deposits by reference to which the LIBO Rate is to be determined or
(ii) any category of extensions of credit or other assets which includes LIBO
Rate Loans.

                  "SET RATE AUCTION" shall mean a solicitation of Competitive
Bids setting forth Competitive Bid Rates pursuant to Section 2.03.

                  "SET RATE LOANS" shall mean Competitive Loans the interest
rates on which are determined on the basis of Competitive Bid Rates pursuant to
a Set Rate Auction.

                  "SIGNIFICANT SUBSIDIARY" shall mean, at any time, any
Subsidiary of the Company if the revenues of such Subsidiary and its
Subsidiaries for the four consecutive fiscal quarters of such Subsidiary most
recently ended (determined on a consolidated basis without duplication in


                                      -14-


accordance with GAAP and whether or not such Person was a Subsidiary of the
Company during all or any part of the fiscal period of the Company referred to
below) exceed an amount equal to 7-1/2% of the revenues of the Company and its
Subsidiaries for the four consecutive fiscal quarters of the Company most
recently ended (determined on a consolidated basis without duplication in
accordance with GAAP and including such Subsidiary and its Subsidiaries on a pro
forma basis if such Subsidiary was not a Subsidiary of the Company).

                  "STANDARD & POOR'S" shall mean Standard & Poor's Ratings
Services, or any successor thereto.

                  "STANDARD AND POOR'S RATING" shall mean, as of any date, the
rating most recently published by Standard & Poor's relating to the unsecured,
long-term, senior debt securities of the Company.

                  "STANDARD SECURITIZATION UNDERTAKINGS" shall mean
representations, warranties, covenants and indemnities entered into by the
Company or any Subsidiary that are reasonably customary in the non-recourse
securitization of receivables transactions.

                  "SUBSIDIARY" of any Person shall mean any corporation,
partnership, limited liability company or other entity of which at least a
majority of the outstanding shares of stock or other ownership interests having
by the terms thereof ordinary voting power to elect a majority of the board of
directors or other persons performing similar functions of such corporation,
partnership, limited liability company or other entity (irrespective of whether
or not at the time stock or other ownership interests of any other class or
classes of such corporation, partnership, limited liability company or other
entity shall have or might have voting power by reason of the happening of any
contingency) is at the time directly or indirectly owned or controlled by such
Person and/or one or more of the Subsidiaries of such Person. "WHOLLY-OWNED
SUBSIDIARY" shall mean any such corporation, partnership, limited liability
company or other entity of which all such shares or other ownership interests,
other than directors' qualifying shares or shares held by nominees to satisfy
any requirement as to minimum number of shareholders, are so owned or
controlled.

                  "SWAP AGREEMENT" shall mean any agreement with respect to any
swap, forward, future or derivative transaction or option or similar agreement
involving, or settled by reference to, one or more rates, currencies,
commodities, equity or debt instruments or securities, or economic, financial or
pricing indices or measures of economic, financial or pricing risk or value or
any similar transaction or any combination of these transactions; PROVIDED that
no phantom stock or similar plan providing for payments only on account of
services provided by current or former directors, officers, employees or
consultants of the Company or any of its Subsidiaries shall be a "Swap
Agreement".

                  "TARGET DAY" shall mean any day on which the Trans-European
Automated Real-time Gross Settlement Express Transfer payment system (or any
successor settlement system as determined by the Administrative Agent) is open
for settlement of payments in Euros.

                  "TAXES" shall have the meaning assigned to that term in
Section 5.06(a).


                                      -15-


                  "TERMINATION LETTER" shall have the meaning assigned to that
term in Section 2.04(a).

                  "TOTAL CAPITAL" shall mean the sum of (i) Net Worth plus (ii)
Total Indebtedness.

                  "TOTAL CONSOLIDATED ASSETS" shall mean, as at any time, the
total of all the assets appearing on a consolidated balance sheet of the Company
and its Subsidiaries determined in accordance with generally accepted accounting
principles applicable to the type of business in which the Company and such
Subsidiaries are engaged, and may be determined as of a date, selected by the
Company, not more than sixty days prior to the happening of the event for which
such determination is being made.

                  "TOTAL INDEBTEDNESS" shall mean, as at any time, the total
Indebtedness of the Company and its Subsidiaries determined on a consolidated
basis without duplication.

                  "TYPE" shall have the meaning assigned to that term in Section
1.03.

                  "WHOLLY-OWNED SUBSIDIARY" shall have the meaning assigned to
that term in the definition of the term "SUBSIDIARY".

                  1.02  ACCOUNTING TERMS AND DETERMINATIONS.

                  (a) All accounting terms used herein shall be interpreted,
and, unless otherwise disclosed to the Lenders in writing at the time of
delivery thereof in the manner described in subsection (b) below, all financial
statements and certificates and reports as to financial matters required to be
delivered to the Lenders hereunder shall be prepared, in accordance with
generally accepted accounting principles applied on a basis consistent with
those used in the preparation of the latest financial statements furnished to
the Lenders hereunder after the date hereof (or, until such financial statements
are furnished, consistent with those used in the preparation of the financial
statements referred to in Section 7.02(a)). All calculations made for the
purposes of determining compliance with the terms of Sections 8.07(a)(vi), 8.10
and 8.11 shall, except as otherwise expressly provided herein, be made by
application of generally accepted accounting principles applied on a basis
consistent with those used in the preparation of the annual or quarterly
financial statements furnished to the Lenders pursuant to Section 8.01 (or,
until such financial statements are furnished, consistent with those used in the
preparation of the financial statements referred to in Section 7.02(a)) unless
(i) the Company shall have objected to determining such compliance on such basis
at the time of delivery of such financial statements or (ii) the Majority
Lenders shall so object in writing within 30 days after delivery of such
financial statements, in either of which events such calculations shall be made
on a basis consistent with those used in the preparation of the latest financial
statements as to which such objection shall not have been made (which, if
objection is made in respect of the first financial statements delivered under
Section 8.01, shall mean the financial statements referred to in Section
7.02(a)).

                  (b) The Company shall deliver to the Lenders at the same time
as the delivery of any annual or quarterly financial statement under Section
8.01 (i) a description in reasonable detail of any material variation between
the application of accounting principles employed in the preparation of such
statement and the application of accounting principles employed in the


                                      -16-


preparation of the next preceding annual or quarterly financial statements as to
which no objection has been made in accordance with the last sentence of
subsection (a) above and (ii) reasonable estimates of the difference between
such statements arising as a consequence thereof.

                  (c) To enable the ready and consistent determination of
compliance with the covenants set forth in Section 8, the Company shall not
change the last day of its fiscal year from December 31, or the last days of the
first three fiscal quarters in each of its fiscal years from March 31, June 30
and September 30, respectively.

                  1.03  TYPES OF LOANS.

                  Loans hereunder are distinguished by "Type" and by "Currency".
The "Type" of a Loan refers to whether such Loan is a Base Rate Loan, a
Committed LIBOR Loan, a Competitive LIBOR Loan or a Set Rate Loan, each of which
constitutes a Type. Loans may be identified by both Type and Currency.

                  1.04  TERMS GENERALLY.

                  The definitions of terms herein shall apply equally to 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". Unless the
context requires otherwise (a) any definition of or reference to any agreement,
instrument or other document herein shall be construed as referring to such
agreement, instrument or other document as from time to time amended,
supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein), (b) any reference
herein to any Person shall be construed to include such Person's successors and
assigns, (c) the words "herein", "hereof" and "hereunder", and words of similar
import, shall be construed to refer to this Agreement in its entirety and not to
any particular provision hereof, (d) all references herein to Sections, Annexes,
Exhibits and Schedules shall be construed to refer to Sections of, and Annexes,
Exhibits and Schedules to, this Agreement and (e) the words "asset" and
"property" shall be construed to have 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.

                  1.05.  CURRENCIES; CURRENCY EQUIVALENTS; PROVISIONS RELATING
TO EUROPEAN MONETARY UNION.

                  (a) At any time, any reference in the definition of the term
"Alternative Currency" or in any other provision of this Agreement to the
currency of any particular nation means the lawful currency of such nation at
such time whether or not the name of such currency is the same as it was on the
date hereof. For purposes of determining (i) whether the amount of any borrowing
of Loans, together with all other Loans then outstanding or to be borrowed at
the same time as such borrowing, would exceed the aggregate amount of the
Commitments, (ii) the aggregate unutilized amount of the Commitments and (iii)
the aggregate outstanding principal amount of the Loans, the outstanding
principal amount of any Loan that is denominated in any Alternative Currency
shall be deemed to be the Dollar Equivalent of the principal amount of


                                      -17-


such Loan determined as of the date of such borrowing or thereafter as of the
date such Loan is Converted or Continued.

                  (b) Wherever in this Agreement in connection with any Loan an
amount, such as a required minimum or multiple amount, is expressed in Dollars,
but such Loan is denominated in an Alternative Currency, such amount shall be
the relevant Foreign Currency Equivalent of such Dollar amount (rounded to the
nearest 1,000 units of such Alternative Currency), as determined by the
Administrative Agent.

                  (c) Each obligation hereunder of any party hereto that is
denominated in the currency of a state that is not a Participating Member State
on the date hereof shall, effective from the date on which such state becomes a
Participating Member State, be redenominated in Euro in accordance with the
legislation of the European Union applicable to the European Monetary Union;
PROVIDED that, if and to the extent that any such legislation provides that any
such obligation of any such party payable within such Participating Member State
by crediting an account of the creditor can be paid by the debtor either in
Euros or such currency, such party shall be entitled to pay or repay such amount
either in Euros or in such currency. If the basis of accrual of interest or fees
expressed in this Agreement with respect to an Alternative Currency of any
country that becomes a Participating Member State after the date on which such
currency becomes an Alternative Currency shall be inconsistent with any
convention or practice in the interbank market for the basis of accrual of
interest or fees in respect of the Euro, such convention or practice shall
replace such expressed basis effective as of and from the date on which such
state becomes a Participating Member State; PROVIDED that, with respect to any
borrowing denominated in such currency that is outstanding immediately prior to
such date, such replacement shall take effect at the end of the Interest Period
therefor. Without prejudice to the respective liabilities of the Company to the
Lenders and the Lenders to the Company under or pursuant to this Agreement, each
provision of this Agreement shall be subject to such reasonable changes of
construction as the Administrative Agent may from time to time reasonably
specify to be necessary or appropriate to reflect the introduction or changeover
to the Euro in any country that becomes a Participating Member State after the
date hereof.

                  SECTION 2.  COMMITMENTS.

                  2.01  COMMITTED LOANS.

                  Each Lender severally agrees, on the terms of this Agreement,
to make loans to the Company and any Approved Designated Borrower in Dollars
during the period from and including the Effective Date to and including the
Commitment Termination Date in an aggregate principal amount at any one time
outstanding up to but not exceeding the amount of such Lender's Commitment as
then in effect. Subject to the terms of this Agreement, during such period the
Company and the Approved Designated Borrowers may borrow, repay and reborrow the
amount of the Commitments by means of Base Rate Loans and Committed LIBOR Loans
and may Convert Committed Loans of one Type into Committed Loans of the other
Type (as provided in Section 2.10(b)) or Continue Committed LIBOR Loans (as
provided in Section 2.10(b)); PROVIDED that the aggregate outstanding principal
amount of all Committed Loans at any one time shall not exceed the aggregate
amount of the Commitments at such time; and


                                      -18-


PROVIDED, FURTHER, that there may be no more than 30 different Interest Periods
for both Committed Loans and Competitive Loans outstanding at the same time (for
which purpose Interest Periods described in different lettered clauses of the
definition of the term "Interest Period" shall be deemed to be different
Interest Periods even if they are coterminous).

                  2.02  BORROWINGS OF COMMITTED LOANS.

                  The Company (on its own behalf and on behalf of any other
Approved Designated Borrower) shall give the Administrative Agent (which shall
promptly notify the Lenders) notice of each borrowing hereunder of Committed
Loans, which notice shall be irrevocable and effective only upon receipt by the
Administrative Agent, shall specify with respect to the Committed Loans to be
borrowed (i) the aggregate amount to be borrowed, which shall be at least
$1,000,000 in the case of Base Rate Loans and $5,000,000 in the case of
Committed LIBOR Loans (or in either case an integral multiple of $1,000,000 in
excess thereof), (ii) the Type and date (which shall be a Business Day) and
(iii) (in the case of Committed LIBOR Loans) the duration of the Interest Period
therefor, and each such notice shall be given not later than 11:00 a.m. New York
time on the day which is not less than the number of Business Days prior to the
date of such borrowing specified below opposite the Type of such Loans:



                  Type                             Number of Business Days
                  ----                             -----------------------
                                                
         Base Rate Loans                                      0
         Committed LIBOR Loans                                3


Not later than 2:00 p.m. New York time on the date specified for each borrowing
of Committed Loans hereunder, each Lender shall, subject to Section 4.01(a),
make available the amount of the Committed Loan or Loans to be made by it on
such date to the Administrative Agent, at the Administrative Agent's Account for
Dollars in immediately available funds, for account of the relevant Borrower.
The amount so received by the Administrative Agent shall, subject to the terms
and conditions of this Agreement, promptly be made available to the relevant
Borrower by depositing the same, in immediately available funds, in an account
of the relevant Borrower designated by the Company.

                  2.03  COMPETITIVE LOANS.

                  (a) In addition to borrowings of Committed Loans, the Company
(on its own behalf and on behalf of any other Borrower) may, as set forth in
this Section 2.03, request the Lenders to make offers to make Competitive Loans
to such Borrower in Dollars or in any Alternative Currency. The Lenders may, but
shall have no obligation to, make such offers and such Borrower may, but shall
have no obligation to, accept any such offers in the manner set forth in this
Section 2.03. Competitive Loans may be Competitive LIBOR Loans or Set Rate
Loans, PROVIDED that there may be no more than 30 different Interest Periods for
both Committed Loans and Competitive Loans outstanding at the same time (for
which purpose Interest Periods described in different lettered clauses of the
definition of the term "Interest Period" shall be deemed to be different
Interest Periods even if they are coterminous). Competitive Loans shall not
constitute a utilization of the Commitments.


                                      -19-


                  (b) When any Borrower wishes to request offers to make
Competitive Loans, the Company (on its own behalf and on behalf of any other
Borrower) shall give the Administrative Agent (which shall promptly notify the
Lenders) notice in the form of Exhibit C hereto (a "COMPETITIVE BID REQUEST") so
as to be received no later than 11:00 a.m. New York time on (x) the fifth
Business Day prior to the date of borrowing proposed therein in the case of a
LIBOR Auction or (y) the Business Day next preceding the date of borrowing
proposed therein, in the case of a Set Rate Auction, specifying:

         (i) the name of the Borrower, the Currency of such borrowing and the
         proposed date of such borrowing (a "COMPETITIVE BORROWING"), which
         shall be a Business Day;

         (ii) the aggregate amount of such Competitive Borrowing, which shall be
         at least $5,000,000 or, in the case of Competitive Loans in an
         Alternative Currency, the Foreign Currency Equivalent thereof, and in
         an integral multiple of $1,000,000 in excess thereof (or the Foreign
         Currency Equivalent thereof, as applicable);

         (iii)  the duration of the Interest Period applicable thereto; and

         (iv) whether the Competitive Bids requested are to set forth a Margin
         or a Competitive Bid Rate.

                  The Company (on its own behalf and on behalf of any other
Borrower) may request offers to make Competitive Loans for up to 15 different
Interest Periods in a single Competitive Bid Request; PROVIDED that the request
for each separate Interest Period shall be deemed to be a separate Competitive
Bid Request for a separate Competitive Borrowing. Except as otherwise provided
in the preceding sentence, no Competitive Bid Request shall be given within five
Business Days of any other Competitive Bid Request.

                  (c) (i) Any Lender may, by notice to the Administrative Agent
in the form of Exhibit D hereto (a "COMPETITIVE BID"), submit an offer to make a
Competitive Loan in response to any Competitive Bid Request; PROVIDED that, if
the request under Section 2.03(b) specified more than one Interest Period, such
Lender may make a single submission containing a separate offer for each such
Interest Period and each such separate offer shall be deemed to be a separate
Competitive Bid. Each Competitive Bid must be submitted to the Administrative
Agent not later than (x) 2:00 p.m. (or, in the case of Competitive Loans in an
Alternative Currency, 11:00 a.m.) New York time on the fourth Business Day prior
to the proposed date of borrowing, in the case of a LIBOR Auction or (y) 11:00
a.m. New York time on the proposed date of borrowing, in the case of a Set Rate
Auction; PROVIDED that any Competitive Bid submitted by JPMCB (or its Applicable
Lending Office) may be submitted, and may only be submitted, if JPMCB (or such
Applicable Lending Office) notifies the Company of the terms of the offer
contained therein not later than (x) 1:00 p.m. (or, in the case of Competitive
Loans in an Alternative Currency, 10:00 a.m.) New York time on the fourth
Business Day prior to the proposed date of borrowing, in the case of a LIBOR
Auction or (y) 10:45 a.m. New York time on the proposed date of borrowing, in
the case of a Set Rate Auction. Subject to Sections 5.03 and 9, any Competitive
Bid so made shall be irrevocable except with the written consent of the
Administrative Agent given on the instructions of the Company.


                                      -20-


                  (ii)  Each Competitive Bid shall specify:

                           (A) the name of the Borrower, the Currency of such
                  borrowing, the proposed date of borrowing and the Interest
                  Period therefor;

                           (B) the principal amount of the Competitive Loan for
                  which each such offer is being made, which principal amount
                  (x) may be greater than or less than the Commitment of the
                  quoting Lender, (y) must be at least $1,000,000 or, in the
                  case of a Competitive Loan in an Alternative Currency, the
                  Foreign Currency Equivalent thereof, and in an integral
                  multiple of $1,000,000 (or the Foreign Currency Equivalent
                  thereof, as applicable), and (z) may not exceed the principal
                  amount of the Competitive Borrowing for which offers were
                  requested;

                           (C) in the case of a LIBOR Auction, the margin above
                  or below the applicable Adjusted LIBO Rate (the "MARGIN")
                  offered for each such Competitive Loan, expressed as a
                  percentage (rounded to the nearest 1/10,000th of 1%) to be
                  added to or subtracted from the applicable Adjusted LIBO Rate;

                           (D) in the case of a Set Rate Auction, the rate of
                  interest per annum (rounded to the nearest 1/10,000th of 1%)
                  (the "COMPETITIVE BID RATE") offered for each such Competitive
                  Loan; and

                           (E) the identity of the quoting Lender.

No Competitive Bid shall contain qualifying, conditional or similar language or
propose terms other than or in addition to those set forth in the applicable
Competitive Bid Request and, in particular, no Competitive Bid may be
conditioned upon acceptance by the Company of all (or some specified minimum) of
the principal amount of the Competitive Loan for which such Competitive Bid is
being made; PROVIDED that the submission of any Lender containing more than one
Competitive Bid may be conditioned on the Company not accepting offers contained
in such submission that would result in such Lender making Competitive Loans
pursuant thereto in excess of a specified aggregate amount (the "COMPETITIVE
LOAN LIMIT").

                  (d) The Administrative Agent shall (x) in the case of a Set
Rate Auction, as promptly as practicable after the Competitive Bid is submitted
(but in any event not later than 11:15 a.m. New York time) or (y) in the case of
a LIBOR Auction, by 4:00 p.m. (or, in the case of Competitive Loans in an
Alternative Currency, noon) New York time on the day a Competitive Bid is
submitted, notify the Company (which will promptly notify the relevant Borrower
if it is not the Company) of the terms (i) of any Competitive Bid submitted by a
Lender that is in accordance with Section 2.03(c) and (ii) of any Competitive
Bid that amends, modifies or is otherwise inconsistent with a previous
Competitive Bid submitted by such Lender with respect to the same Competitive
Bid Request. Any such subsequent Competitive Bid shall be disregarded by the
Administrative Agent unless such subsequent Competitive Bid is submitted solely
to correct a manifest error in such former Competitive Bid. The Administrative
Agent's notice to the Company shall specify (A) the aggregate principal amount
of the Competitive Borrowing for which offers have been received and (B) the
respective principal amounts and


                                      -21-


Margins or Competitive Bid Rates, as the case may be, so offered by each Lender
(identifying the Lender that made each Competitive Bid).

                  (e) Not later than (x) 11:00 a.m. New York time on the third
Business Day (or, in the case of Competitive Loans in an Alternative Currency,
2:00 p.m. New York time on the fourth Business Day) prior to the proposed date
of borrowing, in the case of a LIBOR Auction or (y) 12:00 p.m. noon New York
time on the proposed date of borrowing, in the case of a Set Rate Auction, the
Company shall notify the Administrative Agent of its or the relevant Borrower's,
if the Borrower is not the Company, acceptance or nonacceptance of the offers so
notified to the Company pursuant to Section 2.03(d) (which notice shall specify
the aggregate principal amount of offers from each Lender for each Interest
Period that are accepted; and the failure of the Company to give such notice by
such time shall constitute non-acceptance) and the Administrative Agent shall
promptly notify each affected Lender of the acceptance or non-acceptance of its
offers. The notice by the Administrative Agent shall also specify the aggregate
principal amount of offers for each Interest Period that were accepted. The
Company (on its own behalf and on behalf of any other Borrower) may accept any
Competitive Bid in whole or in part (PROVIDED that any Competitive Bid accepted
in part from any Lender shall be in an integral multiple of $1,000,000 or, in
the case of a Competitive Loan in an Alternative Currency, the Foreign Currency
Equivalent thereof (rounded to the nearest 1,000 units of such Alternative
Currency)); PROVIDED that:

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

         (ii) the aggregate principal amount of each Competitive Borrowing shall
         be at least $5,000,000 or, in the case of a borrowing of Competitive
         Loans in an Alternative Currency, the Foreign Currency Equivalent
         thereof, and in an integral multiple of $1,000,000 in excess thereof
         (or the Foreign Currency Equivalent thereof, as applicable);

         (iii) acceptance of offers may, subject to clause (v) below, only be
         made in ascending order of Margins or Competitive Bid Rates, as the
         case may be; PROVIDED that the Company need not accept on behalf of any
         Designated Borrower the offer of any Lender if payment of the interest
         on the relevant Competitive Loan would subject such Designated Borrower
         to the requirement of paying any additional amounts under Section
         5.06(a) or if such interest payment would be subject to greater
         restrictions on deductibility for income tax purposes than the
         restriction applicable to interest payments made to other Lenders whose
         offers are accepted;

         (iv) the Company (on its own behalf and on behalf of any other
         Borrower) may not accept any offer where the Administrative Agent has
         advised the Company that such offer fails to comply with Section
         2.03(c)(ii) or otherwise fails to comply with the requirements of this
         Agreement (including, without limitation, Section 2.03(a)); and

         (v) the aggregate principal amount of each Competitive Borrowing from
         any Lender may not exceed any applicable Competitive Loan Limit of such
         Lender.

If offers are made by two or more Lenders with the same Margins or Competitive
Bid Rates, as


                                      -22-


the case may be, for a greater aggregate principal amount than the amount in
respect of which offers are accepted for the related Interest Period, the
principal amount of Competitive Loans in respect of which such offers are
accepted shall be allocated by the Company among such Lenders as nearly as
possible (in an integral multiple of $1,000,000 or, in the case of a borrowing
of Competitive Loans in an Alternative Currency, the Foreign Currency Equivalent
thereof) in proportion to the aggregate principal amount of such offers.
Determinations by the Company of the amounts of Competitive Loans shall be
conclusive in the absence of manifest error.

                  (f) Any Lender whose offer to make any Competitive Loan has
been accepted in accordance with the terms and conditions of this Section 2.03
shall, not later than 2:00 p.m. New York time (in the case of Loans denominated
in Dollars) or 11:00 a.m. local time in the location of the Administrative
Agent's Account (in the case of Loans denominated in an Alternative Currency) on
the date specified for the making of such Loan, make the amount of such Loan
available to the Administrative Agent at the Administrative Agent's Account for
the Currency of such Loan in immediately available funds. The amount so received
by the Administrative Agent shall, subject to the terms and conditions of this
Agreement, promptly be made available to the relevant Borrower on such date by
depositing the same, in immediately available funds, in an account of the
relevant Borrower designated by the Company.

                  (g) The amount of any Competitive Loan made by any Lender
shall not constitute a utilization of such Lender's Commitment.

                  (h) Subject to the terms and conditions of this Agreement,
each Foreign Subsidiary that is a Designated Borrower agrees that any
Competitive Loan to be made hereunder by any Lender that has an Affiliate (a
"LENDER AFFILIATE") in such Designated Borrower's Jurisdiction may be satisfied
by such Lender Affiliate at its sole discretion (such Loans are hereinafter
referred to as "COMPETITIVE AFFILIATE LOANS"). The Company and each Designated
Borrower hereby acknowledge and agree that any Lender Affiliate that makes a
Competitive Affiliate Loan shall have made such Loan in reliance upon, and shall
be entitled to the benefits of, this Agreement (including, without limitation,
Section 11) and shall be entitled to enforce rights hereunder in respect of such
Loan as fully as though it were a Lender party hereto.

                  2.04  BORROWINGS BY DESIGNATED BORROWERS.

                  (a) The Company may, at any time or from time to time,
designate one or more Wholly-Owned Subsidiaries as Borrowers hereunder by
furnishing to the Administrative Agent a letter (a "DESIGNATION LETTER") in
duplicate, substantially in the form of Exhibit E-1 hereto, duly completed and
executed by the Company and such Subsidiary. Any such designation of a Foreign
Subsidiary shall, and any such designation of a Domestic Subsidiary may,
restrict such Wholly-Owned Subsidiary to Competitive Loans, as set forth in the
relevant Designation Letter. Upon any such designation of a Subsidiary, such
Subsidiary shall be a Borrower entitled to borrow Competitive Loans only; and
upon approval by all of the Lenders (which approval shall not be unreasonably
withheld) of any Domestic Subsidiary as an Approved Designated Borrower (which
approval shall be evidenced by the Administrative Agent signing and returning to
the Company a copy of such Designation Letter) such Domestic Subsidiary shall be
an Approved Designated Borrower entitled to borrow both Committed Loans and
Competitive Loans. So long


                                      -23-


as all principal and interest on all Loans of any Borrower (other than the
Company) hereunder have been paid in full, the Company may terminate the status
of such Borrower as a Borrower hereunder by furnishing to the Administrative
Agent a letter (a "TERMINATION LETTER"), substantially in the form of Exhibit
E-2 hereto, duly completed and executed by the Company and such Borrower. Any
Termination Letter furnished in accordance with this Section 2.04 shall be
effective upon receipt by the Administrative Agent (which shall promptly notify
the Lenders), whereupon the Lenders shall promptly deliver to the Company
(through the Administrative Agent) the Notes, if any, of such former Borrower.
Notwithstanding the foregoing, the delivery of a Termination Letter with respect
to any Borrower shall not terminate any obligation of such Borrower theretofore
incurred (including, without limitation, obligations under Sections 5.01, 5.05
and 5.06) or the obligations of the Company under Section 11 with respect
thereto.

                  (b) No Designation Letter with respect to an Approved
Designated Borrower may be amended, supplemented or otherwise modified without
the approval of the Majority Lenders.

                  2.05  CHANGES OF COMMITMENTS.

                  (a) Unless theretofore reduced to such amount pursuant to
paragraphs (b) and (c) below, the aggregate amount of the Commitments shall
automatically be reduced to zero on the Commitment Termination Date.

                  (b) The Company shall have the right to terminate or reduce
permanently the amount of the Commitments at any time or from time to time upon
not less than three Business Days' prior notice to the Administrative Agent
(which shall promptly notify the Lenders) of each such termination or reduction,
which notice shall specify the effective date thereof and the amount of any such
reduction (which shall be in an integral multiple of $5,000,000) and shall be
irrevocable and effective only upon receipt by the Administrative Agent;
PROVIDED that the Company may not at any time (i) terminate the Commitments in
whole if Committed Loans are then outstanding or (ii) reduce the aggregate
amount of the Commitments below the aggregate outstanding principal amount of
the Committed Loans.

                  (c) The Commitments once terminated or reduced may not be
reinstated.

                  (d) (i) REQUESTS FOR INCREASE BY COMPANY. The Company may at
any time (but in no event more frequently that once during any three month
period) propose that the aggregate amount of the Commitments hereunder be
increased (each such proposed increase being a "COMMITMENT INCREASE"), by notice
to the Administrative Agent specifying the name of the Person or Persons that
will provide additional Commitments (which may be either an existing Lender
(each an "INCREASING LENDER") and/or any Person not then a Lender (each an
"ASSUMING LENDER")) and the date on which such increase is to be effective (the
"COMMITMENT INCREASE DATE"), which shall be a Business Day at least three
Business Days after delivery of such notice and prior to the Commitment
Termination Date; PROVIDED that:

                           (A) immediately after giving effect to such
                  Commitment Increase, the aggregate amount of the Commitments
                  hereunder and the commitments under the Other Credit Agreement
                  shall not exceed $1,500,000,000;


                                      -24-


                           (B) each proposed Commitment Increase hereunder,
                  together with any proposed commitment increase to be effected
                  simultaneously under the Other Credit Agreement, shall be in
                  an aggregate minimum amount of $50,000,000, PROVIDED that the
                  minimum amount of the Commitment of any Assuming Lender as
                  part of such Commitment Increase shall be at least
                  $10,000,000;

                           (C) no Default shall have occurred and be continuing
                  on such Commitment Increase Date or shall result from the
                  proposed Commitment Increase;

                           (D) the representations and warranties contained in
                  Section 7 shall be correct on and as of the Commitment
                  Increase Date as if made on and as of such date (or, if any
                  such representation or warranty is expressly stated to have
                  been made as of a specific date, as of such specific date);
                  and

                           (E) immediately after giving effect to such
                  Commitment Increase, no Lender shall hold more than 20% of the
                  aggregate amount of the Commitments.

                  (ii) EFFECTIVENESS OF COMMITMENT INCREASE BY COMPANY. The
         Assuming Lender, if any, shall become a Lender hereunder as of such
         Commitment Increase Date and the Commitment of such Assuming Lender
         and/or the increase in the Commitment of any Increasing Lender shall
         become effective as of such Commitment Increase Date; PROVIDED that:

                           (A) the Administrative Agent shall have received on
                  or prior to 9:00 a.m., New York City time, on such Commitment
                  Increase Date a certificate of a duly authorized officer of
                  the Company stating that each of the applicable conditions to
                  such Commitment Increase set forth in this Section 2.05(d) has
                  been satisfied;

                           (B) with respect to each Assuming Lender, the
                  Administrative Agent shall have received, on or prior to 9:00
                  a.m., New York City time, on such Commitment Increase Date, an
                  appropriate Assumption Agreement in substantially the form of
                  Exhibit G, duly executed by such Assuming Lender and the
                  Company and acknowledged by the Administrative Agent; and

                           (C) each Increasing Lender shall have delivered to
                  the Administrative Agent, on or prior to 9:00 a.m., New York
                  City time, on such Commitment Increase Date, confirmation in
                  writing satisfactory to the Administrative Agent as to its
                  increased Commitment, with a copy of such confirmation to the
                  Company.

                  (iii) RECORDATION INTO REGISTER. Upon its receipt of
         confirmation from a Lender that it is increasing its Commitment
         hereunder, together with the certificate referred to in clause (ii)(A)
         above, the Administrative Agent shall (A) record the information
         contained therein in the Register and (B) give prompt notice thereof to
         the Company. Upon its


                                      -25-


         receipt of an Assumption Agreement executed by an Assuming Lender,
         together with the certificate referred to in clause (ii)(A) above, the
         Administrative Agent shall, if such Assumption Agreement has been
         completed and is in substantially the form of Exhibit G, (c) accept
         such Assumption Agreement, (y) record the information contained therein
         in the Register and (z) give prompt notice thereof to the Company.

                  (iv) ADJUSTMENTS OF BORROWINGS UPON EFFECTIVENESS OF INCREASE.
         In the event that the Administrative Agent shall have received notice
         from the Company as to any agreement with respect to a Commitment
         Increase on or prior to the Commitment Increase Date and the actions
         provided for in clause (ii) above shall have occurred by 9:00 a.m., New
         York City time, on such Commitment Increase Date, the Administrative
         Agent shall notify the Lenders (including any Assuming Lenders) of the
         occurrence of such Commitment Increase Date promptly on such date by
         facsimile transmission or electronic messaging system. On the date of
         such Commitment Increase, the Company shall (A) prepay the outstanding
         Committed Loans (if any) in full, (B) simultaneously borrow new
         Committed Loans hereunder in an amount equal to such prepayment, so
         that, after giving effect thereto, the Committed Loans are held ratably
         by the Lenders in accordance with their respective Commitments of such
         Lenders (after giving effect to such Commitment Increase) and (C) pay
         to the Lenders the amounts, if any, payable under Section 5.05.

                  2.06  FEES.

                  (a) FACILITY FEE. The Company agrees to pay to the
Administrative Agent for account of each Lender a facility fee on the amount of
such Lender's Commitment (whether or not utilized) for the period from and
including the date hereof to but not including the earlier of the date such
Commitment is terminated and the Commitment Termination Date, at a rate per
annum equal to the Applicable Facility Fee Rate; PROVIDED that, if such Lender
continues to have Loans outstanding after the termination of its Commitment,
then such facility fee shall continue to accrue on the aggregate daily amount of
such Lender's Loans from and including the date its Commitment terminates to but
excluding the date such Loans are paid in full. Accrued facility fees shall be
payable on each Quarterly Date in arrears and on the earlier of the date the
Commitments are terminated and the Commitment Termination Date.

                  (b) UTILIZATION FEE. The Company agrees to pay to the
Administrative Agent for account of each Lender a utilization fee, for each day
until the Loans are paid in full that the aggregate principal amount of the
Loans (excluding Competitive Loans) shall exceed 50% of the aggregate
Commitments, at a rate per annum equal to the Applicable Utilization Fee Rate of
the aggregate outstanding principal amount of such Lender's Loans for such day.
Accrued utilization fees (if any) shall be payable on each date facility fees
are payable.


                                      -26-


                  2.07 LENDING OFFICES. The Loans of each Type and Currency made
by each Lender shall be made and maintained at such Lender's Applicable Lending
Office for Loans of such Type and Currency.

                  2.08 SEVERAL OBLIGATIONS; REMEDIES INDEPENDENT. The failure of
any Lender to make any Loan to be made by it on the date specified therefor
shall not relieve any other Lender of its obligation to make its Loan on such
date, and no Lender shall be responsible for the failure of any other Lender to
make a Loan to be made by such other Lender. The amounts payable by any Borrower
at any time hereunder and under its Notes to each Lender shall be a separate and
independent debt and each Lender shall be entitled to protect and enforce its
rights arising out of this Agreement and the Notes, and it shall not be
necessary for any other Lender or the Administrative Agent to consent to, or be
joined as an additional party in, any proceedings for such purposes.

                  2.09  EVIDENCE OF DEBT.

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

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

                  (c) The entries made in the accounts maintained pursuant to
clause (a) or (b) of this Section 2.09 shall be prima facie evidence of the
existence and amounts of the obligations recorded therein; PROVIDED 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 obligation of the Borrowers
to repay the Loans in accordance with the terms of this Agreement.

                  (d) Any Lender may request that Loans made by it to any
Borrower be evidenced by a promissory note of the appropriate Borrower. In such
event, the appropriate Borrower shall prepare, execute and deliver to such
Lender one or more promissory notes payable to the order of such Lender and in a
form approved by the Administrative Agent.

                  2.10  PREPAYMENTS; CONVERSIONS AND CONTINUATIONS.

                  (a) Loans may be prepaid without premium or penalty upon not
less than (a) (in the case of Base Rate Loans) one Business Day's, and (b) (in
the case of LIBOR Loans) three Business Days', prior notice to the
Administrative Agent (which shall promptly notify the Lenders), which notice
shall specify the prepayment date (which shall be a Business Day) and the amount
of the prepayment (which, in the case of partial prepayments, shall be in an
integral multiple of $1,000,000) and shall be irrevocable and effective only
upon receipt by the


                                      -27-


Administrative Agent not later than 11:00 a.m. New York time on the number of
Business Days specified above prior to the relevant date of prepayment, PROVIDED
that interest on the principal of any Loans prepaid, accrued to the prepayment
date, shall be paid on the prepayment date.

                  (b) The Company (on its own behalf and on behalf of any other
Approved Designated Borrower) shall have the right to Convert Committed Loans of
one Type into Committed Loans of another Type or Continue Committed LIBOR Loans
as such at any time or from time to time, upon not less than (i) (in the case of
any Conversion into Base Rate Loans) one Business Day's, and (b) (in the case of
any Conversion into, or Continuation as, LIBO Rate Loans), three Business Days',
prior notice to the Administrative Agent (which shall promptly notify the
Lenders), which notice shall specify the amount (which shall be in an integral
multiple of $1,000,000) and Type of each Committed Loan to be Converted or
Continued (and, in the case of a Conversion, the Type of Loan to result from
such Conversion), the duration of the Interest Period for any LIBO Rate Loans to
be Continued or to result from such Conversion, and the date of Conversion or
Continuation (which shall be a Business Day) and shall be irrevocable and
effective only upon receipt by the Administrative Agent not later than 11:00
a.m. New York time on the number of Business Days specified above prior to the
relevant date of Conversion or Continuation. In the event that the Company fails
to select the Type of Loan or the duration of any Interest Period for any LIBO
Rate Loan, within the time period specified above, such Loan (if outstanding as
a LIBO Rate Loan) will be automatically Converted into a Base Rate Loan on the
last day of the then current Interest Period for such Loan or (if outstanding as
a Base Rate Loan) will remain as, or (if not then outstanding) will be made as,
a Base Rate Loan.

                  SECTION 3.  PAYMENTS OF PRINCIPAL AND INTEREST.

                  3.01  REPAYMENT OF LOANS.

                  (a) Each Borrower hereby promises to pay to the Administrative
Agent for account of each Lender the principal amount of each Committed Loan
made by such Lender to such Borrower in the Currency of such Committed Loan, and
each Committed Loan shall mature, on the Commitment Termination Date.

                  (b) Each Borrower hereby promises to pay to the Administrative
Agent for account of each Lender the principal amount of each Competitive Loan
made by such Lender to such Borrower in the Currency of such Competitive Loan,
and each Competitive Loan shall mature, on the last day of the Interest Period
therefor.

                  3.02  INTEREST.

                  (a) Each Borrower hereby promises to pay to the Administrative
Agent for account of each Lender interest on the unpaid principal amount of each
Loan made by such Lender to such Borrower, in the Currency of such Loan, for the
period commencing on the date of such Loan to but excluding the date such Loan
shall be paid in full, at the following rates per annum:

         (i) during such period as such Loan is a Base Rate Loan, the Base Rate
         (as in effect from


                                      -28-


         time to time);

         (ii) during such period as such Loan is a Committed LIBOR Loan, for
         each Interest Period relating thereto, the Adjusted LIBO Rate for such
         Loan for such Interest Period plus the Applicable Margin;

         (iii) if such Loan is a Competitive LIBOR Loan, the Adjusted LIBO Rate
         for such Loan for the Interest Period therefor plus (or minus) the
         Margin quoted by the Lender making such Loan in accordance with Section
         2.03; and

         (iv) if such Loan is a Set Rate Loan, the Competitive Bid Rate for such
         Loan for the Interest Period therefor quoted by the Lender making such
         Loan in accordance with Section 2.03.

Notwithstanding the foregoing, each Borrower hereby promises to pay to the
Administrative Agent for account of each Lender interest at the applicable
Post-Default Rate on any principal of any Loan made by such Lender to such
Borrower, and (to the fullest extent permitted by law) on any other amount
payable by such Borrower hereunder or under the Note of such Borrower held by
such Lender to or for account of such Lender, which shall not be paid in full
when due (whether at stated maturity, by acceleration or otherwise), for the
period commencing on the due date thereof until the same is paid in full.

                  (b) Accrued interest on each Loan shall be payable (i) (in the
case of a Base Rate Loan) quarterly on the Quarterly Dates, (ii) in the case of
a LIBOR Rate Loan, on the last day of each Interest Period therefor and, if such
Interest Period is longer than three months, at three-month intervals following
the first day of such Interest Period and (iii) (in the case of any Committed
LIBOR Loan Converted into a Base Rate Loan pursuant to Section 2.10(b)) on the
date of Conversion (but only on the principal amount so Converted), except that
interest payable at the Post-Default Rate shall be payable from time to time on
demand.

                  (c) Promptly after the determination of any Adjusted LIBO Rate
provided for herein, the Administrative Agent shall (i) notify the Lenders to
which interest at such Adjusted LIBO Rate is payable and the Company thereof and
(ii) at the request of the Company, furnish to the Company a copy of Page 3750
of the Telerate Service (or such successor or substitute page of such Service,
or any successor to or substitute for such service, providing rate quotations
comparable to those currently provided on such page for such Service) on the
basis of which the relevant LIBO Rate was determined. At any time that the
Administrative Agent determines the Adjusted LIBO Rate on a basis other than
using Page 3750 of the Telerate Service, the Administrative Agent shall promptly
notify the Company.


                                      -29-


                  3.03 REDENOMINATION. Anything in Section 3.01 or 3.02 to the
contrary notwithstanding, if any Borrower shall fail to pay any principal or
interest denominated in any Alternative Currency on the original due date
therefor (without giving effect to any acceleration under Section 9), the amount
so in default shall automatically be redenominated in Dollars on such original
due date therefor in an amount equal to the Dollar Equivalent therefor.

                  SECTION 4.  PAYMENTS; PRO RATA TREATMENT; COMPUTATIONS; ETC.

                  4.01  PAYMENTS.

                  (a) Except to the extent otherwise provided herein, all
payments of principal of and interest on Loans made in Dollars, and other
amounts (other than the principal of and interest on Loans made in an
Alternative Currency) payable by any Obligor under this Agreement and the Notes,
shall be made in Dollars, and all payments of principal of and interest on Loans
made in an Alternative Currency shall (except as otherwise provided in Section
3.03) be made in such Alternative Currency, in immediately available funds,
without deduction, set-off or counterclaim, to the Administrative Agent's
Account for such Currency, for account of the Lenders, not later than 2:00 p.m.
New York time (in the case of Loans denominated in Dollars) or 11:00 a.m. local
time in the location of the Administrative Agent's Account (in the case of Loans
denominated in an Alternative Currency), on the date on which such payment shall
become due (each such payment made after such time on such due date to be deemed
to have been made on the next succeeding Business Day).

                  (b) If any Borrower shall default in the payment when due of
any principal, interest or other amounts to be made by such Borrower under this
Agreement or the Notes, any Lender for whose account any such payment is to be
made may (but shall not be obligated to) debit the amount of any such payment
due such Lender which is not made by such time to any ordinary deposit account
of such Borrower with such Lender (with notice to the Company and the
Administrative Agent).

                  (c) The Company on its behalf and on behalf of any other
Borrower shall, at the time of making each payment under this Agreement or any
Note for account of any Lender, specify to the Administrative Agent the Loans or
other amounts payable by such Borrower hereunder to which such payment is to be
applied (and in the event that the payor fails to so specify, or if an Event of
Default has occurred and is continuing, such Lender may apply such payment
received by it from the Administrative Agent to such amounts then due and owing
to such Lender as such Lender may determine).

                  (d) Each payment received by the Administrative Agent under
this Agreement or any Note for account of any Lender shall be paid promptly to
such Lender, in immediately available funds.

                  (e) If the due date of any payment under this Agreement or any
Note would otherwise fall on a day which is not a Business Day such date shall
be extended to the next


                                      -30-


succeeding Business Day and interest shall be payable for any principal so
extended for the period of such extension.


                                      -31-


                  4.02 PRO RATA TREATMENT. Except to the extent otherwise
provided herein: (a) each borrowing from the Lenders of Committed Loans under
Section 2.01 shall be made from the Lenders, each payment of fees under Section
2.06 shall be made for account of the Lenders, and each reduction of the amount
or termination of the Commitments under Section 2.05 shall be applied to the
Commitments of the Lenders, pro rata according to the amounts of their
respective Commitments, and the Conversion or Continuation of Committed Loans of
a particular Type (other than Conversions provided for by Section 5.04) shall be
made pro rata among the relevant Lenders according to their respective
Commitments; (b) each payment of principal of Committed Loans by any Borrower
shall be made for account of the Lenders pro rata in accordance with the
respective unpaid principal amounts of the Committed Loans held by the Lenders;
and (c) each payment of interest on Committed Loans by any Borrower shall be
made for account of the Lenders pro rata in accordance with the amounts of
interest due and payable to the respective Lenders; PROVIDED that, if an Event
of Default shall have occurred and be continuing, each payment of principal of
and interest on the Loans and other amounts owing hereunder by any Borrower
shall be made for account of the Lenders pro rata in accordance with the
aggregate amounts of all principal of and interest on the Loans and all other
amounts owing hereunder by such Borrower then due and payable to the respective
Lenders.

                  4.03 COMPUTATIONS. Interest on Loans and the fees payable
pursuant to Section 2.06 shall be computed on the basis of a year of 360 days
and actual days elapsed (including the first day but excluding the last day)
occurring in the period for which payable; PROVIDED that interest on Base Rate
Loans and Loans in Pounds Sterling shall be computed on the basis of a year of
365 or 366 days, as the case may be, and actual days elapsed (including the
first day but excluding the last day) occurring in the period for which payable.


                                      -32-


                  4.04 NON-RECEIPT OF FUNDS BY THE ADMINISTRATIVE AGENt. Unless
the Administrative Agent shall have been notified by a Lender or the Company on
behalf of any Borrower (each, a "PAYOR") prior to the time by, and on the date
on, which such Payor is scheduled to make payment to the Administrative Agent of
(in the case of a Lender) the proceeds of a Loan to be made by it hereunder or
(in the case of any Borrower) a payment to the Administrative Agent for account
of one or more of the Lenders hereunder (such payment being herein called the
"REQUIRED PAYMENT"), which notice shall be effective upon receipt, that it does
not intend to make the Required Payment to the Administrative Agent, the
Administrative Agent may assume that the Required Payment has been made and may,
in reliance upon such assumption (but shall not be required to), make the amount
thereof available to the intended recipient(s) on such date; and, if the Payor
has not in fact made the Required Payment to the Administrative Agent, the
recipient(s) of such payment shall, on demand, repay to the Administrative Agent
the amount so made available together with interest thereon in respect of each
day during the period commencing on the date such amount was so made available
by the Administrative Agent to but not including the date the Administrative
Agent recovers such amount (the "ADVANCE PERIOD") at a rate per annum equal to
(a) if the recipient is a Borrower, the Base Rate in effect on such day and (b)
if the recipient is a Lender, the Federal Funds Rate in effect on such day; and,
if such recipient(s) shall fail promptly to make such payment, the
Administrative Agent shall be entitled to recover such amount, on demand, from
the Payor, together with interest thereon for each day during the Advance Period
at a rate per annum equal to (i) if the Payor is a Borrower, the rate of
interest payable on the Required Payment as provided in the second sentence of
Section 3.02(a) and (ii) if the Payor is a Lender, during the period commencing
on the date such amount was so made available to but excluding the date three
Business Days following such date, the Federal Funds Rate in effect on such day
and, thereafter, the Base Rate in effect on such day.

                  4.05  SET-OFF; SHARING OF PAYMENTS.

                  (a) Each Obligor agrees that, in addition to (and without
limitation of) any right of set-off, bankers' lien or counterclaim a Lender may
otherwise have, each Lender shall be entitled, at its option, to offset balances
held by it for account of such Obligor at any of its offices, in Dollars or in
any other Currency, against any principal of or interest on any of such Lender's
Loans which is not paid when due (regardless of whether such balances are then
due to such Obligor) in which case it shall promptly notify such Obligor
(through notice to the Company) and the Administrative Agent thereof, PROVIDED
that such Lender's failure to give such notice shall not affect the validity
thereof.

                  (b) If any Lender shall obtain payment of any principal of or
interest on any Committed Loan made by it under this Agreement through the
exercise of any right of set-off, bankers' lien or counterclaim or similar right
or otherwise, and, as a result of such payment, such Lender shall have received
a greater percentage of the amounts then due hereunder to such Lender in respect
of Committed Loans than the percentage received by any other Lenders, it shall
promptly purchase from such other Lenders participations in (or, if and to the
extent specified by such Lender, direct interests in) the Committed Loans made
by such other Lenders (or in the interest thereon, as the case may be) in such
amounts, and make such other adjustments from time to time as shall be
equitable, to the end that all the Lenders shall share the benefit of


                                      -33-


such excess payment (net of any expenses which may be incurred by such Lender in
obtaining or preserving such excess payment) pro rata in accordance with the
unpaid principal and interest on the Committed Loans held by each of the
Lenders. To such end all the Lenders shall make appropriate adjustments among
themselves (by the resale of participations sold or otherwise) if such payment
is rescinded or must otherwise be restored. Each Obligor agrees that any Lender
so purchasing a participation (or direct interest) in the Committed Loans made
by other Lenders (or in the interest thereon, as the case may be) may exercise
all rights of set-off, bankers' lien, counterclaim or similar rights with
respect to such participation as fully as if such Lender were a direct holder of
Loans (or in the interest thereon, as the case may be) in the amount of such
participation. Nothing contained herein shall require any Lender to exercise any
such right or shall affect the right of any Lender to exercise, and retain the
benefits of exercising, any such right with respect to any other indebtedness or
obligation of any Obligor. If under any applicable bankruptcy, insolvency or
other similar law, any Lender receives a secured claim in lieu of a set-off to
which this Section 4.05 applies, such Lender shall, to the extent practicable,
exercise its rights in respect of such secured claim in a manner consistent with
the rights of the Lenders entitled under this Section 4.05 to share in the
benefits of any recovery on such secured claim.

                  SECTION 5.  YIELD PROTECTION AND ILLEGALITY.

                  5.01  ADDITIONAL COSTS.

                  (a) Each Borrower shall pay directly to each Lender from time
to time such amounts as such Lender may determine to be necessary to compensate
such Lender for any costs that such Lender determines are attributable to its
making or maintaining of any LIBO Rate Loans or Set Rate Loans or its obligation
to make any LIBO Rate Loans hereunder, or any reduction in any amount receivable
by such Lender hereunder in respect of any of such Loans or such obligation
(such increases in costs and reductions in amounts receivable being herein
called "ADDITIONAL COSTS"), resulting from any Regulatory Change that:

         (i) changes the basis of taxation of any amounts payable to such Lender
         under this Agreement or its Notes in respect of any of such Loans
         (other than taxes imposed on or measured by the overall net income of
         such Lender or of its Applicable Lending Office for any of such Loans
         by the jurisdiction in which such Lender has its principal office or
         such Applicable Lending Office); or

         (ii) imposes or modifies any reserve, special deposit or similar
         requirements (other than the Reserve Requirement utilized in the
         determination of the Adjusted LIBO Rate for such Loan and Mandatory
         Costs utilized in the determination of the LIBO Rate for such Loan)
         relating to any extensions of credit or other assets of, or any
         deposits with or other liabilities of, such Lender (including, without
         limitation, any of such Loans or any deposits referred to in the
         definition of "LIBO Rate" in Section 1.01), or any commitment of such
         Lender (including, without limitation, the Commitment of such Lender
         hereunder); or

         (iii) imposes any other condition affecting this Agreement or its Notes
         (or any of such extensions of credit or liabilities) or its Commitment.


                                      -34-


If any Lender requests compensation from any Borrower under this Section
5.01(a), the Company may, by notice to such Lender (with a copy to the
Administrative Agent), suspend the obligation of such Lender thereafter to make
or Continue LIBO Rate Loans or to Convert Base Rate Loans into LIBO Rate Loans,
until the Regulatory Change giving rise to such request ceases to be in effect
(in which case the provisions of Section 5.04 shall be applicable), PROVIDED
that such suspension shall not affect the right of such Lender to receive the
compensation so requested.

                  (b) Without limiting the effect of the foregoing provisions of
this Section 5.01 (but without duplication), if any Lender determines that any
Regulatory Change regarding capital requirements 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 by such Lender to a level below that which such Lender or such
Lender's holding company could have achieved but for such Regulatory Change
(taking into consideration such Lender's policies and the policies of such
Lender's holding company with respect to capital adequacy), then from time to
time the Company will 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) Each Lender shall notify the Company of any event
occurring after the date hereof entitling such Lender to compensation under
paragraph (a) or (b) of this Section 5.01 as promptly as practicable, but in any
event within 45 days, after such Lender obtains actual knowledge thereof. If any
Lender fails to give such notice within 45 days after it obtains actual
knowledge of such an event, such Lender shall, with respect to compensation
payable pursuant to this Section 5.01 in respect of any costs resulting from
such event, only be entitled to payment under this Section 5.01 for costs
incurred from and after the date 45 days prior to the date that such Lender does
give such notice. Each Lender will furnish to the Company a certificate setting
forth the basis and amount of each request by such Lender for compensation under
paragraph (a) or (b) of this Section 5.01. Determinations and allocations by any
Lender for purposes of this Section 5.01 of the effect of any Regulatory Change
pursuant to paragraph (a) of this Section 5.01, or of the effect of capital
maintained pursuant to paragraph (b) of this Section 5.01, on its costs or rate
of return of maintaining Loans or its obligation to make Loans, or on amounts
receivable by it in respect of Loans, and of the amounts required to compensate
such Lender under this Section 5.01, shall be conclusive absent manifest error,
PROVIDED that such determinations and allocations are made on a reasonable
basis.

                  (d) Each Lender will designate a different Applicable Lending
Office for the Loans of such Lender affected by any event specified in
paragraphs (a) or (b) of this Section 5.01 or in Section 5.03 if such
designation will avoid the need for, or reduce the amount of, such compensation
or suspension, as the case may be, and will not, in the sole opinion of such
Lender, be disadvantageous to such Lender.

                  5.02  LIMITATION ON TYPES OF LOANS.

                  Anything herein to the contrary notwithstanding:


                                      -35-


         (a) if the LIBO Rate for any Currency is to be determined under the
         second paragraph of the definition of "LIBO Rate" and the
         Administrative Agent determines (which determination shall be
         conclusive) that no quotation from any Reference Lender of interest
         rates for the relevant deposits referred to in such paragraph are not
         being provided in the relevant amounts or for the relevant maturities
         for purposes of determining rates of interest for LIBO Rate Loans as
         provided herein; or

         (b) if the LIBO Rate for any Currency is being determined under the
         second paragraph of the definition of "LIBO Rate" and the Majority
         Lenders determine (or any Lender that has outstanding a Competitive Bid
         with respect to a Competitive LIBOR Loan, determines), which
         determination shall be conclusive, and notify (or notifies, as the case
         may be) the Administrative Agent that the relevant rates of interest
         referred to in the second paragraph of the definition of "LIBO Rate" do
         not adequately cover the cost to such Lenders (or such quoting Lender)
         of making or maintaining its LIBO Rate Loans in such Currency;

then the Administrative Agent shall give the Company and each Lender prompt
notice thereof, and so long as such condition remains in effect, the Lenders (or
such quoting Lender) shall be under no obligation to make additional LIBO Rate
Loans in such Currency, to Continue LIBO Rate Loans in such Currency or to
Convert Loans of another Type or Currency into LIBO Rate Loans in such Currency.


                                      -36-


                  5.03 ILLEGALITY. Notwithstanding any other provision of this
Agreement, in the event that it becomes unlawful for any Lender or its
Applicable Lending Office to honor its obligation to make or maintain LIBO Rate
Loans hereunder in any Currency, then such Lender shall promptly notify the
Company thereof (with a copy to the Administrative Agent) and such Lender's
obligation to make or Continue, or Convert Base Rate Loans into, Committed LIBOR
Loans in such Currency shall be suspended until such time as such Lender may
again make and maintain Committed LIBOR Loans in such Currency (in which case
the provisions of Section 5.04 shall be applicable), and such Lender shall no
longer be obligated to make any Competitive LIBOR Loan in such Currency that it
has offered to make.

                  5.04 BASE RATE LOANS PURSUANT TO SECTIONS 5.01 AND 5.03. If
the obligation of any Lender to make, Continue, or to Convert Base Rate Loans
into, any LIBO Rate Loans in Dollars shall be suspended pursuant to Section 5.01
or 5.03 (Loans of such type being herein called "AFFECTED LOANS" and such type
being herein called the "AFFECTED TYPE"), all Loans in Dollars (other than
Competitive Loans) which would otherwise be made by such Lender as Loans of the
Affected Type shall be made instead as Base Rate Loans (and, if an event
referred to in Section 5.03 has occurred and such Lender so requests by notice
to the Company with a copy to the Administrative Agent, all Affected Loans of
such Lender then outstanding shall be automatically Converted into Base Rate
Loans on the date specified by such Lender in such notice) and, to the extent
that Affected Loans are so made as (or Converted into) Base Rate Loans, all
payments of principal which would otherwise be applied to such Lender's Affected
Loans shall be applied instead to its Base Rate Loans. If such Lender gives
notice to the Company with a copy to the Administrative Agent that the
circumstances specified in Section 5.01 or 5.03 that gave rise to the Conversion
of such Lender's Affected Loans pursuant to this Section 5.04 no longer exist
(which such Lender agrees to do promptly upon such circumstances ceasing to
exist) at a time when Loans of the Affected Type made by other Lenders are
outstanding, such Lender's Base Loans shall be automatically Converted, on the
first day(s) of the next succeeding Interest Period(s) for such outstanding
loans of the Affected Type, to the extent necessary so that, after giving effect
thereto, all Committed Loans held by the Lenders holding Loans of the Affected
Type and by such Lender are held pro rata (as to principal amounts, Types and
Interest Periods) in accordance with their respective Commitments.

                  5.05 COMPENSATION. Each Borrower shall pay to the
Administrative Agent for account of each Lender, upon the request of such Lender
through the Administrative Agent, such amount or amounts as shall be sufficient
(in the reasonable opinion of such Lender) to compensate it for any loss, cost
or expense which such Lender determines are attributable to:

         (a) any payment, prepayment or Conversion of a LIBO Rate Loan or a Set
         Rate Loan made by such Lender for any reason (including, without
         limitation, the acceleration of the Loans pursuant to Section 9) on a
         date other than the last day of the Interest Period for such Loan; or

         (b) any failure by such Borrower for any reason (excluding only failure
         due solely to a default by any Lender or the Administrative Agent in
         its obligation to provide funds to such Borrower hereunder but
         including, without limitation, the failure of any of the conditions
         precedent specified in Section 6 to be satisfied) to borrow a LIBO Rate
         Loan


                                      -37-


         or a Set Rate Loan from such Lender on the date for such borrowing
         specified in the relevant notice of borrowing given pursuant to Section
         2.02 or 2.03(b).

Without limiting the effect of the preceding sentence, such compensation shall
include, in the case of a Loan, an amount equal to the excess, if any, of (i)
the amount of interest which otherwise would have accrued on the principal
amount so paid, prepaid or Converted or not borrowed for the period from the
date of such payment, prepayment, Conversion or failure to borrow to the last
day of the Interest Period for such Loan (or, in the case of a failure to
borrow, the Interest Period for such Loan which would have commenced on the date
specified for such borrowing) at the applicable rate of interest for such Loan
provided for herein over (ii) the interest component of the amount such Lender
would have bid in the London interbank market for deposits in the applicable
Currency of leading banks (if such Loan is a LIBO Rate Loan) or in the United
States certificate of deposit market for issuance at face value of certificates
of deposit for Dollar deposits (if such Loan is a Set Rate Loan) in amounts
comparable to such principal amount and with maturities comparable to such
period (as reasonably determined by such Lender).

                  5.06  TAXES.

                  (a) Each Approved Designated Borrower agrees to pay to each
Lender such additional amounts as are necessary in order that the net payment of
any amount due to such Lender hereunder after deduction for or withholding in
respect of any Taxes imposed with respect to such payment will not be less than
the amount stated herein to be then due and payable, PROVIDED that the foregoing
obligation to pay such additional amounts shall not apply:

         (i) to any payment to any Lender hereunder unless such Lender is, on
         the date such Borrower became a Borrower hereunder (which, in the case
         of the Company, means the date hereof and, in the case of any other
         Approved Designated Borrower, means the date of the Designation Letter
         of such Approved Designated Borrower) or (if later) on the date such
         Lender becomes a Lender hereunder as provided in Section 12.05(b) and
         on the date of any change in the Applicable Lending Office of such
         Lender, entitled to a complete exemption from withholding or deduction
         by such Approved Designated Borrower of Taxes on all interest to be
         received by such Lender hereunder in respect of the Loans made by such
         Lender to such Approved Designated Borrower, or

         (ii) to any such Taxes required to be deducted or withheld solely by
         reason of the failure of such Lender to comply with applicable
         certification, information, documentation or other reporting
         requirements concerning the nationality, residence, identity or
         connections with such Borrower's Jurisdiction if such compliance is
         required by treaty, statute or regulation as a precondition to relief
         or exemption from such Taxes.

For the purposes of this Section 5.06(a), the term "TAXES" shall mean with
respect to any Approved Designated Borrower all present and future income,
stamp, registration and other taxes and levies, imposts, deductions, charges,
compulsory loans and withholdings whatsoever, and all interest, penalties or
similar amounts with respect thereto, now or hereafter imposed, assessed, levied
or collected by such Approved Designated Borrower's Jurisdiction on or in
respect of the


                                      -38-


Credit Documents, the principal of and interest on the Loans and any other
amounts payable under any of the Credit Documents, the recording, registration,
notarization or other formalization of any thereof, the enforcement thereof or
the introduction thereof in any judicial proceedings, or on or in respect of any
payments of principal, interest, premium, charges, fees or other amounts made
on, under or in respect of any thereof (excluding, however, income or franchise
taxes imposed on or measured by the overall net income or capital of a Lender
(or its Applicable Lending Office) by such Approved Designated Borrower's
Jurisdiction as a result of such Lender being organized under the laws of or
resident in such Approved Designated Borrower's Jurisdiction or of its
Applicable Lending Office being located or carrying on business in such Approved
Designated Borrower's Jurisdiction).

                  (b) Within 30 days after paying any amount to the
Administrative Agent or any Lender from which it is required by law to make any
deduction or withholding, and within 30 days after it is required by law to
remit such deduction or withholding to any relevant taxing or other authority,
the relevant Borrower shall deliver to the Administrative Agent for delivery to
such Lender evidence satisfactory to such Lender of such deduction, withholding
or payment (as the case may be).


                                      -39-


                  5.07 REPLACEMENT OF LENDERS. If any Lender requests
compensation pursuant to Section 5.01 or 5.06, or any Lender's obligation to
make Loans of any Type or denominated in any Currency shall be suspended
pursuant to Section 5.01 (any such Lender requesting such compensation, or whose
obligations are so suspended, being herein called a "REQUESTING LENDER"), the
Company, upon three Business Days' notice to the Administrative Agent given when
no Default shall have occurred and be continuing, may require that such
Requesting Lender transfer all of its right, title and interest under this
Agreement to any bank or other financial institution identified by the Company
that is satisfactory to the Administrative Agent (a) if such bank or other
financial institution (a "PROPOSED LENDER") agrees to assume all of the
obligations of such Requesting Lender hereunder, and to purchase all of such
Requesting Lender's Loans hereunder for consideration equal to the aggregate
outstanding principal amount of such Requesting Lender's Loans, together with
interest thereon to the date of such purchase, and satisfactory arrangements are
made for payment to such Requesting Lender of all other amounts payable
hereunder to such Requesting Lender on or prior to the date of such transfer
(including any fees accrued hereunder and any amounts that would be payable
under Section 5.05 as if all of such Requesting Lender's Loans were being
prepaid in full on such date) and (b) if such Requesting Lender has requested
compensation pursuant to Section 5.01 or 5.06, such Proposed Lender's aggregate
requested compensation, if any, pursuant to said Section 5.01 or 5.06 with
respect to such Requesting Lender's Loans is lower than that of the Requesting
Lender. Subject to the provisions of Section 12.05(b), such Proposed Lender
shall be a "Lender" for all purposes hereunder. Without prejudice to the
survival of any other agreement of the Company hereunder the agreements of the
Company contained in Sections 5.01, 5.06 and 12.03 (without duplication of any
payments made to such Requesting Lender by the Company or the Proposed Lender)
shall survive for the benefit of such Requesting Lender under this Section 5.07
with respect to the time prior to such replacement.

                  SECTION 6.  CONDITIONS PRECEDENT.

                  6.01  EFFECTIVE DATE.

                  The obligations of the Lenders to make Loans hereunder shall
not become effective until the date on which each of the following conditions is
satisfied (or waived pursuant to Section 12.04):

         (a) The Administrative Agent shall have received each of the following
         documents (with sufficient copies for each Lender), each of which shall
         be satisfactory to the Administrative Agent (and to the extent
         specified below, to each Lender) in form and substance:

                           (i) A counterpart of this Agreement signed on behalf
                  of each party hereto or written evidence satisfactory to the
                  Administrative Agent that such party has signed a counterpart
                  of this Agreement.

                           (ii) Certified copies of the charter and by-laws of,
                  and all corporate action taken by, the Company approving this
                  Agreement and the Notes (if any) to be made by the Company,
                  borrowings by the Company and the guarantee of the


                                      -40-


                  Company set forth in Section 11 (including, without
                  limitation, a certificate setting forth the resolutions of the
                  Board of Directors of the Company adopted in respect of the
                  transactions contemplated hereby).

                           (iii) A certificate of the Company in respect of each
                  of the officers (1) who is authorized to sign this Agreement,
                  the Notes, Competitive Bid Requests, Designation Letters and
                  Termination Letters, together with specimen signatures, and
                  (2) who will, until replaced by another officer or officers
                  duly authorized for that purpose, act as its representative
                  for the purposes of signing documents and giving notices and
                  other communications in connection herewith and with the Notes
                  and the transactions contemplated hereby and thereby. The
                  Administrative Agent and each Lender may conclusively rely on
                  such certificate until they receive notice in writing from the
                  Company to the contrary.

                           (iv) An opinion dated the Effective Date of Schiff
                  Hardin & Waite, special Illinois counsel to the Company,
                  substantially in the form of Exhibit A-1 hereto (and the
                  Company hereby instructs such counsel to deliver such opinion
                  to the Lenders and the Administrative Agent); and an opinion
                  dated the Effective Date of Dale L. Matschullat,
                  Vice-President - General Counsel to the Company, substantially
                  in the form of Exhibit A-2 hereto (and the Company hereby
                  instructs such counsel to deliver such opinion to the Lenders
                  and the Administrative Agent).

                           (v) An opinion dated the Effective Date of Milbank,
                  Tweed, Hadley & McCloy LLP, special New York counsel to the
                  Administrative Agent, substantially in the form of Exhibit B
                  hereto.

         (b) The Lenders and the Administrative Agent shall have received all
         fees and other amounts as the Company shall have agreed to pay in
         connection herewith.

         (c) The Administrative Agent shall have received evidence that (i) all
         commitments under the Borrowers' Amended and Restated Credit Agreement
         dated as of August 5, 1997 (as amended) have terminated and (ii) all
         principal, interest, fees and other amounts payable thereunder that are
         accrued to the Effective Date and/or unpaid have been paid in full.

The Administrative Agent shall notify the Company and the Lenders of the
Effective Date, and such notice shall be conclusive and binding. Notwithstanding
the foregoing, the obligations of the Lenders to make Loans hereunder shall not
become effective unless each of the foregoing conditions is satisfied (or waived
pursuant to Section 12.04) at or prior to 3:00 p.m., New York City time, on June
28, 2002 (and, in the event such conditions are not so satisfied or waived, the
Commitments shall terminate at such time).

                  6.02  INITIAL AND SUBSEQUENT CREDIT EXTENSIONS.

                  The obligation of any Lender to make any Credit Extension
hereunder (including, without limitation, the initial Credit Extension
hereunder) is subject to the further conditions


                                      -41-


precedent that, as of the date of such Credit Extension and after giving effect
thereto and the intended use thereof:

         (a)  no Default shall have occurred and be continuing; and

         (b) the representations and warranties made by the Company in Section 7
         (other than Sections 7.02(c) and 7.03, except if such Credit Extension
         is made on the Effective Date) shall be true on and as of the date of
         such Credit Extension with the same force and effect as if made on and
         as of such date (or, if any such representation or warranty is
         expressly stated to have been made as of a specific date, as of such
         specific date).

Each notice of borrowing by the Company hereunder (whether on its own behalf or
on behalf of any other Borrower) shall constitute a certification by the Company
to the effect set forth in the preceding sentence (both as of the date of such
notice and, unless the Company otherwise notifies the Administrative Agent prior
to the date of such Credit Extension, as of the date of such Credit Extension).

                  SECTION 7. REPRESENTATIONS AND WARRANTIES. The Company and
(with respect only to Sections 7.01, 7.04, 7.05, 7.06 and 7.16) each Designated
Borrower represent and warrant to the Lenders that:

                  7.01  CORPORATE EXISTENCE.

                  Each of the Company and its Significant Subsidiaries and each
Designated Borrower: (a) is a corporation duly organized and validly existing
under the laws of the jurisdiction of its incorporation; (b) has all requisite
corporate power, and has all material governmental licenses, authorizations,
consents and approvals, necessary to own its assets and carry on its business as
now being or as proposed to be conducted; and (c) is qualified to do business in
all jurisdictions in which the nature of the business conducted by it makes such
qualification necessary except where failure so to qualify would not have a
Material Adverse Effect.

                  7.02  FINANCIAL CONDITION.

                  (a) The consolidated balance sheet of the Company and its
Subsidiaries as of December 31, 2001 and the related consolidated statements of
income, cash flows and stockholders' equity of the Company and its Subsidiaries
for the fiscal year ended on said date, with the opinion thereon of Arthur
Andersen LLP, heretofore furnished to each of the Lenders, are complete and
correct and fairly present the consolidated financial condition of the Company
and its Subsidiaries as at said date and the consolidated results of their
operations for the fiscal year ended on said date, all in accordance with
generally accepted accounting principles. Neither the Company nor any of its
Subsidiaries had on said date any material contingent liabilities, material
liabilities for taxes, material unusual forward or long-term commitments or
material unrealized or anticipated losses from any unfavorable commitments,
except as referred to or reflected or provided for in said balance sheet as at
said date.


                                      -42-


                  (b) The consolidated balance sheet of the Company and its
Subsidiaries as of March 31, 2002 and the related consolidated statements of
income, cash flows and stockholders' equity of the Company and its Subsidiaries
for the three-month period ended on said date, heretofore furnished to each of
the Lenders, are complete and correct and fairly present the consolidated
financial condition of the Company and its Subsidiaries as at said date and the
consolidated results of their operations for the three-month period ended on
said date, all in accordance with generally accepted accounting principles.
Neither the Company nor any of its Subsidiaries had on said date any material
contingent liabilities, material liabilities for taxes, material unusual forward
or long-term commitments or material unrealized or anticipated losses from any
unfavorable commitments, except as referred to or reflected or provided for in
said balance sheet as at said date.

                  (c) Since December 31, 2001, there has been no material
adverse change in the consolidated financial condition, operations, business or
prospects of the Company and its Subsidiaries (taken as a whole).

                  7.03  LITIGATION.

                  There are no legal or arbitral proceedings or any proceedings
or investigations by or before any governmental or regulatory authority or
agency, now pending or (to the knowledge of the Company) threatened against the
Company or any of its Subsidiaries which could reasonably be expected to have a
Material Adverse Effect.

                  7.04  NO BREACH.

                  The making or performance of this Agreement or the Notes, and
the consummation of the transactions herein contemplated, will not conflict with
or result in a breach of, or require any consent under, the charter or by-laws
of the Company and each other Borrower or any applicable law or regulation, or
any order, writ, injunction or decree of any court or governmental authority or
agency, or any agreement or instrument to which the Company or any of its
Subsidiaries is a party or by which any of them is bound or to which any of them
is subject, or constitute a default under any such agreement or instrument, or
constitute a tortious interference with any agreement, or result in the creation
or imposition of any Lien upon any of the revenues or assets of the Company or
any of its Subsidiaries pursuant to the terms of any such agreement or
instrument.

                  7.05  CORPORATE ACTION.

                  Each Borrower has all necessary corporate power and authority
to make and perform its obligations under this Agreement and the Notes; the
making and performance of this Agreement and the Notes by each Borrower have
been duly authorized by all necessary corporate action on the part of such
Borrower; and this Agreement has been duly and validly executed and delivered by
the Company and constitutes, and each of the Notes of any Borrower when executed
and delivered by such Borrower for value will constitute, the legal, valid and
binding obligation of the respective Borrower, enforceable in accordance with
their respective terms, except to the extent that such enforcement may be
limited by applicable bankruptcy, insolvency or other similar laws affecting the
enforcement of creditors' rights generally.


                                      -43-


                  7.06  APPROVALS.

                  No authorizations, approvals or consents of, and no filings or
registrations with, any governmental or regulatory authority or agency are
necessary for the execution, delivery or performance by each Borrower of this
Agreement or the Notes of such Borrower or for the validity or enforceability of
any thereof.

                  7.07  USE OF CREDIT.

                  Neither the Company nor any of its Subsidiaries is engaged
principally, or as one of its important activities, in the business of extending
credit for the purpose, whether immediate, incidental or ultimate, of buying or
carrying margin stock (within the meaning of Regulation U or X of the Board of
Governors of the Federal Reserve System), and no part of the proceeds of any
Credit Extension hereunder will be used in a manner that will cause any Borrower
to violate said Regulation X or any Lender to violate said Regulation U.

                  7.08  ERISA.

                  Each of the Company and each ERISA Affiliate has fulfilled its
obligations under the minimum funding standards of ERISA and the Code with
respect to each of its Plans and is (and to the best of its knowledge in the
case of any Multiemployer Plan is) in compliance with the currently applicable
provisions of ERISA and the Code, and has not incurred any liability on account
of the termination of any of its Plans to the PBGC or any of its Plans and has
not incurred any withdrawal liability to any Multiemployer Plan, in each case
except to the extent failure to do so would not reasonably be expected to have a
Material Adverse Effect.

                  7.09  INVESTMENT COMPANY ACT; PUBLIC UTILITY HOLDING COMPANY
ACT.

                  Neither the Company nor any of its 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.

                  7.10  CREDIT AGREEMENTS.

                  Schedule I hereto is a complete and correct list, as of the
date hereof, of each credit agreement, loan agreement, indenture, purchase
agreement, Guarantee or other arrangement (other than a letter of credit)
providing for or otherwise relating to any extension of credit (or commitment
for any extension of credit) to, or Guarantee by, the Company or any of its
Subsidiaries the aggregate principal or face amount of which equals or exceeds
(or may equal or exceed) $5,000,000 and the aggregate principal or face amount
outstanding or which may become outstanding under each such arrangement is
correctly described (as of April 30, 2002) in said Schedule I.


                                      -44-


                  7.11  HAZARDOUS MATERIALS.

                  The Company and each of its Subsidiaries have obtained all
permits, licenses and other authorizations that are required under all
Environmental Laws, except to the extent failure to have any such permit,
license or authorization would not have a Material Adverse Effect. The Company
and each of its Subsidiaries are in compliance with the terms and conditions of
all such permits, licenses and authorizations, and are also in compliance with
all other limitations, restrictions, conditions, standards, prohibitions,
requirements, obligations, schedules and timetables contained in any applicable
Environmental Law or in any regulation, code, plan, order, decree, judgment,
injunction, notice or demand letter issued, entered, promulgated or approved
thereunder, except to the extent failure to comply would not have a Material
Adverse Effect. Except as heretofore disclosed to the Lenders, there have been
no environmental investigations, studies, audits, tests, reviews or other
analyses conducted by or that are in the possession of the Company or any of its
Subsidiaries with respect to any property or facility now or previously owned or
leased by the Company or any of its Environmental Affiliates which reveal facts
or circumstances that could reasonably be expected to have a Material Adverse
Effect.

                  7.12  TAXES.

                  The Company and its Subsidiaries are members of an affiliated
group of corporations filing consolidated returns for Federal income tax
purposes, of which the Company is the "common parent" (within the meaning of
Section 1504 of the Code) of such group. The Company and its Subsidiaries have
filed all Federal income tax returns and all other material tax returns and
information statements that are required to be filed by them and have paid all
taxes due pursuant to such returns or pursuant to any assessment received by the
Company or any of its Subsidiaries. The charges, accruals and reserves on the
books of the Company and its Subsidiaries in respect of taxes and other
governmental charges are, in the opinion of the Company, adequate. The United
States Federal income tax returns of the Company and its Subsidiaries have been
examined and/or closed through the fiscal years of the Company and its
Subsidiaries ended on or before December 31, 1997. The Company has not given or
been requested to give a waiver of the statute of limitations relating to the
payment of Federal, state, local and foreign taxes or other impositions.

                  7.13  TRUE AND COMPLETE DISCLOSURE.

                  The information, reports, financial statements, exhibits and
schedules furnished in writing by or on behalf of the Company to the Lenders in
connection with the negotiation, preparation or delivery of this Agreement or
included herein or delivered pursuant hereto, when taken as a whole do not
contain any untrue statement of material fact or omit to state any material fact
necessary to make the statements herein or therein, in light of the
circumstances under which they are made, not misleading. All written information
furnished after the date hereof by the Company and its Subsidiaries to the
Lenders in connection with this Agreement and the transactions contemplated
hereby will be true, complete and accurate in every material respect, or (in the
case of projections) based on reasonable estimates, on the date as of which such
information is stated or certified. There is no fact known to the Company that
could


                                      -45-


reasonably be expected to have a Material Adverse Effect that has not been
disclosed herein or in a report, financial statement, exhibit, schedule,
disclosure letter or other writing furnished to the Lenders for use in
connection with the transactions contemplated hereby.

                  7.14  SUBSIDIARIES.

                  As of the date hereof, each of the Company and its
Subsidiaries (as disclosed in the periodic reports which the Company has filed
with the Securities and Exchange Commission) owns, free and clear of Liens, and
has the unencumbered right to vote all of its outstanding ownership interests
in, each Subsidiary held by it and all of the issued and outstanding capital
stock of each such Person is validly issued, fully paid and nonassessable.

                  7.15  COMPLIANCE WITH LAW.

                  As of the date hereof, the Company and its Subsidiaries are in
compliance with all applicable laws and regulations, except to the extent that
failure to comply therewith would not have a Material Adverse Effect.

                  7.16  DESIGNATED BORROWER APPROVALS.

                  No authorizations, approvals or consents of, and no filings or
registrations with, any governmental or regulatory authority or agency that have
not been obtained by the time any Subsidiary of the Company becomes a Designated
Borrower are necessary for the execution, delivery or performance by such
Designated Borrower of the Designation Letter of such Designated Borrower, this
Agreement or the Notes of such Designated Borrower or for the validity or
enforceability of any thereof or for the borrowing by such Designated Borrower
hereunder.

                  SECTION 8. COVENANTS OF THE COMPANY.The Company agrees that,
so long as any of the Commitments are in effect and until payment in full of all
Loans hereunder, all interest thereon and all other amounts payable by each
Borrower hereunder:

                  8.01  FINANCIAL STATEMENTS.

                  The Company shall furnish to each of the Lenders:

         (a) as soon as available and in any event within 60 days after the end
         of each of the fiscal quarterly periods of each fiscal year of the
         Company, consolidated statements of income, cash flows and
         stockholders' equity of the Company and its Subsidiaries for such
         period and for the period from the beginning of the respective fiscal
         year to the end of such period, and the related consolidated balance
         sheet as at the end of such period, setting forth in each case in
         comparative form the corresponding figures for the corresponding period
         in the preceding fiscal year, and accompanied by a certificate of a
         senior financial officer of the Company, which certificate shall state
         that said financial statements fairly present the consolidated
         financial condition and results of operations of the Company and its
         Subsidiaries, in accordance with generally accepted accounting
         principles, as at the


                                      -46-


         end of (and for) such period (subject to normal year-end audit
         adjustments).

         (b) as soon as available and in any event within 90 days after the end
         of each fiscal year of the Company, consolidated statements of income,
         cash flows and stockholders' equity of the Company and its Subsidiaries
         for such year and the related consolidated balance sheet as at the end
         of such year, setting forth in each case in comparative form the
         corresponding figures for the preceding fiscal year, and accompanied by
         an opinion thereon of independent certified public accountants of
         recognized national standing, which opinion shall state that said
         financial statements fairly present the consolidated financial
         condition and results of operations of the Company and its
         Subsidiaries, in accordance with generally accepted accounting
         principles, as at the end of (and for) such fiscal year, and a
         certificate of such accountants stating that, in making the examination
         necessary for their opinion, they obtained no knowledge, except as
         specifically stated, of any Event of Default under Sections 8.10 and
         8.11.

         (c) promptly upon their becoming available, copies of all registration
         statements and regular periodic reports, if any, which the Company
         shall have filed with the Securities and Exchange Commission (or any
         governmental agency substituted therefor) or any national securities
         exchange.

         (d) promptly upon the mailing thereof to the shareholders of the
         Company generally, copies of all financial statements, reports and
         proxy statements so mailed.

         (e) as soon as possible, and in any event within 30 days after the
         Company knows or has reason to know that any of the events or
         conditions specified below with respect to any Plan or Multiemployer
         Plan of the Company have occurred or exist, a statement signed by a
         senior financial officer of the Company setting forth details
         respecting such event or condition and the action, if any, which the
         Company or any ERISA Affiliate proposes to take with respect thereto
         (and a copy of any report or notice required to be filed with or given
         to PBGC by the Company or such ERISA Affiliate with respect to such
         event or condition):

                           (i) any reportable event, as defined in Section
                  4043(b) of ERISA and the regulations issued thereunder, with
                  respect to a Plan, as to which PBGC has not by regulation
                  waived the requirement of Section 4043(a) of ERISA that it be
                  notified within 30 days of the occurrence of such event
                  (PROVIDED that a failure to meet the minimum funding standard
                  of Section 412 of the Code or Section 302 of ERISA by more
                  than $5,000,000 shall be a reportable event regardless of the
                  issuance of any waivers in accordance with Section 412(d) of
                  the Code);

                           (ii) the filing under Section 4041 of ERISA of a
                  notice of intent to terminate any Plan or the termination of
                  any Plan if at the date of such filing or termination the fair
                  market value of the assets of such Plan, as determined by the
                  Plan's independent actuaries, is exceeded by the present value
                  as determined by such actuaries as of such date, of benefit
                  commitments under such Plan by more than $5,000,000 (including
                  any prior terminations subject to this provision);


                                      -47-


                           (iii) the institution by PBGC of proceedings under
                  Section 4042 of ERISA for the termination of, or the
                  appointment of a trustee to administer, any Plan of the
                  Company, or the receipt by the Company or any ERISA Affiliate
                  of a notice from a Multiemployer Plan that such action has
                  been taken by PBGC with respect to such Multiemployer Plan and
                  such action would reasonably be expected to result in
                  liability to the Company in excess of $5,000,000;

                           (iv) the complete or partial withdrawal by the
                  Company or any ERISA Affiliate under Section 4201 or 4204 of
                  ERISA from a Multiemployer Plan causing any withdrawal
                  liability in excess of $5,000,000 (including any prior
                  withdrawals subject to this provision), or the receipt by the
                  Company or any ERISA Affiliate of notice from a Multiemployer
                  Plan that it is in reorganization or insolvency pursuant to
                  Section 4241 or 4245 of ERISA or that it intends to terminate
                  or has terminated under Section 4041A of ERISA; and

                           (v) the institution of a proceeding by a fiduciary of
                  any Multiemployer Plan against the Company or any ERISA
                  Affiliate to enforce Section 515 of ERISA, which proceeding is
                  not dismissed within 30 days.

         (f) promptly after the Company knows or has reason to know that any
         Default has occurred, a notice of such Default, describing the same in
         reasonable detail.

         (g) from time to time such other information regarding the business,
         affairs or financial condition of the Company or any of its
         Subsidiaries (including, without limitation, any Plan or Multiemployer
         Plan and any reports or other information required to be filed under
         ERISA) as any Lender or the Administrative Agent may reasonably
         request.

The Company will furnish to each Lender, at the time it furnishes each set of
financial statements pursuant to paragraph (a) or (b) above, a certificate of a
senior financial officer of the Company (i) to the effect that no Default has
occurred and is continuing (or, if any Default has occurred and is continuing,
describing the same in reasonable detail) and (ii) setting forth in reasonable
detail the computations necessary to determine whether the Company is in
compliance with Sections 8.06, 8.07(a)(vi), 8.08(xiii), 8.10 and 8.11 as of the
end of the respective fiscal quarter or fiscal year.

Notwithstanding the foregoing, the Company's obligations to deliver documents or
information required under any of clauses (a), (b), (c) and (d) above shall be
deemed to be satisfied upon (i) the relevant documents or information being
publicly available on the Company's website or other publicly available
electronic medium (such as EDGAR) within the time period required by such clause
and thereafter being continuously so available and (ii) the delivery by the
Company of notice to the Administrative Agent and each of the Lenders (which
notice may be given electronically (such as e-mail)) within the time period
required by such clause that such documents or information are so available;
PROVIDED that the Company shall deliver paper copies of any such documents or
information to any Lender upon request of such Lender through the Administrative
Agent.


                                      -48-


                  8.02 LITIGATION. The Company shall promptly furnish to each
Lender notice of all legal or arbitral proceedings, and of all proceedings
before any governmental or regulatory authority or agency, instituted, or (to
the knowledge of the Company) threatened, against the Company or any of its
Subsidiaries which could reasonably be expected to have a Material Adverse
Effect.

                  8.03 CORPORATE EXISTENCE, ETC. The Company shall, and shall
cause each of its Significant Subsidiaries and each of the other Borrowers to:
preserve and maintain its corporate existence and all its material rights,
privileges and franchises (except as otherwise expressly permitted under Section
8.07); comply with all Requirements of Law except to the extent that failure to
comply therewith could not, in the aggregate, reasonably be expected to have a
Material Adverse Effect; pay and discharge all taxes, assessments and
governmental charges or levies imposed on it or on its income or profits or on
any of its property prior to the date on which penalties attach thereto, except
for any such tax, assessment, charge or levy the payment of which is being
contested in good faith and by proper proceedings and against which adequate
reserves are being maintained; maintain all its properties used or useful in its
business in good working order and condition, ordinary wear and tear excepted;
keep proper books of record and account in which full, true and correct entries
are made of all material dealings and transactions in relations to its business
and activities; and permit representatives of any Lender or the Administrative
Agent, during normal business hours, to examine, copy and make extracts from its
books and records, to inspect its properties, and to discuss its business and
affairs with its officers, all to the extent reasonably requested by such Lender
or the Administrative Agent (as the case may be).

                  8.04 INSURANCE. The Company shall, and shall cause each of its
Subsidiaries to, keep insured by financially sound and reputable insurers all
property of a character usually insured by corporations engaged in the same or
similar business similarly situated against loss or damage of the kinds and in
the amounts customarily insured against by such corporations and carry such
other insurance as is usually carried by such corporations.

                  8.05 USE OF PROCEEDS. The proceeds of the Credit Extensions
hereunder will be used solely for general corporate purposes, including (without
limitation) commercial paper back-up and acquisitions (each of which uses shall
be in compliance with all applicable legal and regulatory requirements,
including, without limitation, Regulations U and X of the Board of Governors of
the Federal Reserve System and the Securities Act of 1933, as amended, and the
Securities Exchange Act of 1934, as amended, and the rules and regulations
thereunder). The Company will not permit more than 25% of the value (as
determined by any reasonable method) of its assets, nor more than 25% of the
value (as determined by any reasonable method) of the assets of the Company and
its Subsidiaries, to be represented by margin stock (within the meaning of
Regulation U of the Board of Governors of the Federal Reserve System).

                  8.06 INDEBTEDNESS. The Company will not, nor will it permit
any of its Subsidiaries to, incur, assume or suffer to exist obligations in
respect of standby and performance letters of credit in an aggregate amount
exceeding 5% of Total Consolidated Assets at any one time outstanding. The
Company will not permit any of its Subsidiaries to create, issue, incur or
assume, or suffer to exist, any Indebtedness, except:


                                      -49-


                  (i) Indebtedness existing on the date hereof (including any
         Indebtedness incurred after the date hereof under any instrument or
         agreement in effect on the date hereof), but not any renewals,
         extensions or refinancings of the same;

                  (ii) Indebtedness owing to the Company and Indebtedness owing
         by any Subsidiary to another Subsidiary;

                  (iii) Indebtedness of any Person that becomes a Subsidiary of
         the Company after the date hereof so long as such Indebtedness exists
         at the time such Person becomes such a Subsidiary and was not incurred
         in anticipation thereof;

                  (iv) Capital Lease Obligations in an aggregate amount not to
         exceed an amount equal to 5% of Total Consolidated Assets at any one
         time outstanding;

                  (v) Indebtedness in respect of Committed Loans under this
         Agreement; and

                  (vi) additional Indebtedness in an aggregate amount not to
         exceed an amount equal to 15% of Total Consolidated Assets at any one
         time outstanding.

                  8.07  FUNDAMENTAL CHANGES.

                  (a) The Company will not, and will not permit any of its
Subsidiaries to, be a party to any merger or consolidation, and the Company will
not, and will not permit any of its Subsidiaries or operating divisions (whether
now owned or existing or hereafter acquired or designated) to, (x) sell, assign,
lease or otherwise dispose of all or substantially all of its Property whether
now owned or hereafter acquired or (y) sell, assign or otherwise dispose of any
capital stock of any such Subsidiary, or permit any such Subsidiary to issue any
capital stock, to any Person other than the Company or any of its Wholly-Owned
Subsidiaries if, after giving effect thereto, the Company does not own, directly
or indirectly, a majority of the capital stock of such Subsidiary ("CONTROLLING
STOCK DISPOSITION"); except that, so long as both before and after giving effect
thereto, no Default shall have occurred and be continuing:

         (i) the Company or any Subsidiary of the Company may be a party to any
         merger or consolidation if it shall be the surviving corporation;

         (ii) any such Subsidiary may be a party to any merger or consolidation
         with another such Subsidiary (or with any Person that becomes another
         such Subsidiary as a result of such merger or consolidation);

         (iii) any such Subsidiary may merge into, and any such Subsidiary or
         operating division may transfer any Property to, the Company;

         (iv) any such Subsidiary or operating division may transfer any
         Property to another such Subsidiary or operating division (or to any
         Person that becomes as part of such transfer another such Subsidiary or
         operating division);

         (v) the Company, any such Subsidiary or operating division may sell,
         assign, lease or


                                      -50-


         otherwise dispose of any Non-Strategic Property; and

         (vi) the Company or any such Subsidiary or operating division may make
         sales, assignments and other dispositions of Property (including
         Controlling Stock Dispositions) and any such Subsidiary may become a
         party to a merger or consolidation (each such sale, assignment,
         disposition, Controlling Stock Disposition, merger or consolidation,
         other than those described in clauses (i) through (v), a "DISPOSITION")
         if the aggregate book value of the Property that was the subject of
         such Disposition, together with the aggregate book value of the
         Property that was the subject of all other Dispositions during the
         Disposition Period for such Disposition, would not exceed an amount
         equal to 10% of the Total Consolidated Assets determined as of the last
         day of the most recently completed fiscal year for which a consolidated
         balance sheet of the Company has been furnished to the Lenders pursuant
         to Section 8.01.

                  (b) Notwithstanding anything in clauses (i) through (vi) of
Section 8.07(a) to the contrary, the Company will not, and will not permit any
of its Subsidiaries or operating divisions (whether now owned or existing or
hereafter acquired or designated) to, sell, lease, assign, transfer or otherwise
dispose of (whether in one transaction or in a series of transactions) any of
its Property (whether now owned or hereafter acquired) if such sale, assignment,
lease or other disposition (whether in one transaction or in a series of
transactions) shall have a Material Adverse Effect.


                                      -51-


                  8.08 LIENS. The Company shall not, and shall not permit any of
its Subsidiaries to, create, assume or suffer to exist any Lien upon any of its
property or assets, now owned or hereafter acquired, securing any Indebtedness
or other obligation except: (i) Liens outstanding on the date hereof and listed
in Schedule II hereto; (ii) Liens for taxes or other governmental charges not
yet delinquent; (iii) Liens in respect of Property acquired or constructed or
improved by the Company or any such Subsidiary after the date hereof which Liens
exist or are created at the time of acquisition or completion of construction or
improvement of such Property or within six months thereafter to secure
Indebtedness assumed or incurred to finance all or any part of the purchase
price or cost of construction or improvement of such Property, but any such Lien
shall cover only the Property so acquired or constructed and any improvements
thereto (and any real property on which such Property is located); (iv) Liens on
Property of any corporation that becomes a Subsidiary of the Company after the
date hereof, PROVIDED that such Liens are in existence at the time such
corporation becomes a Subsidiary of the Company and were not created in
anticipation thereof; (v) Liens on Property acquired after the date hereof,
PROVIDED that such Liens were in existence at the time such Property was
acquired and were not created in anticipation thereof; (vi) Liens imposed by
law, such as mechanics', materialmen's, landlords', warehousemen's and carriers'
Liens, and other similar Liens, securing obligations incurred in the ordinary
course of business which are not past due for more than thirty days or which are
being contested in good faith by appropriate proceedings and for which
appropriate reserves have been established; (vii) Liens under workmen's
compensation, unemployment insurance, social security or similar legislation;
(viii) Liens, deposits, or pledges to secure the performance of bids, tenders,
contracts (other than contracts for the payment of money), leases, public or
statutory obligations, surety, stay, appeal, indemnity, performance or other
similar bonds, or other similar obligations arising in the ordinary course of
business; (ix) judgment and other similar Liens arising in connection with court
proceedings, PROVIDED the execution or other enforcement of such Liens is
effectively stayed and the claims secured thereby are being actively contested
in good faith and by appropriate proceedings; (x) easements, rights-of-way,
restrictions and other similar encumbrances which, in the aggregate, do not
materially interfere with the occupation, use and enjoyment by the Company or
any such Subsidiary of the Property encumbered thereby in the normal course of
its business or materially impair the value of the Property subject thereto;
(xi) Liens securing obligations of any such Subsidiary to the Company or another
Subsidiary of the Company; (xii) Liens arising in connection with Permitted
Securitizations; and (xiii) other Liens securing Indebtedness or other
obligations in an aggregate amount which does not exceed 5% of Total
Consolidated Assets.

                  8.09 LINES OF BUSINESSES. Neither the Company nor any of its
Subsidiaries shall engage to any significant extent in any line or lines of
business other than the lines of business in which they are engaged on the date
hereof and any other line or lines of business directly related to the
manufacture, distribution and/or sale of consumer or industrial products
(collectively, "PERMITTED ACTIVITIES"). Notwithstanding the foregoing, the
Company and its Subsidiaries may engage in other lines of business as a result
of the acquisition of any Person primarily engaged in Permitted Activities so
long as the Company uses its best efforts to come into compliance with the first
sentence of this Section 8.09 within a reasonable period of time after such
acquisition.


                                      -52-


                  8.10 TOTAL INDEBTEDNESS TO TOTAL CAPITAL. The Company shall
not permit the ratio of Total Indebtedness to Total Capital at any time to be
greater than 0.60 to 1; PROVIDED that (i) in calculating Total Capital, goodwill
impairment charges taken during fiscal year 2002 as a result of the Company's
adoption of Statement of Financial Accounting Standards No. 142 of the Financial
Accounting Standards Board shall be disregarded to the extent such charges do
not exceed $550,000,000 in the aggregate and (ii) in calculating such ratio,
quarterly income preferred securities, quarterly income capital securities,
monthly income preferred securities or other similar securities will be treated
as part of "Total Capital" and not "Total Indebtedness".

                  8.11  INTEREST COVERAGE RATIO.

                  The Company shall not permit the Interest Coverage Ratio as at
the last day of any fiscal quarter to be less than 4.00 to 1.00.

                  8.12 TRANSACTIONS WITH AFFILIATES. The Company shall not, and
shall not permit any of its Subsidiaries to, sell, lease or otherwise transfer
any property or assets to, or purchase, lease or otherwise acquire any property
or assets from, or otherwise engage in any other transactions with, any of its
Affiliates, except (a) at prices and on terms and conditions not less favorable
to the Company or such Subsidiary than could be obtained on an arm's-length
basis from unrelated third parties and (b) transactions between or among the
Company and its Subsidiaries not involving any other Affiliate.

                  SECTION 9.  EVENTS OF DEFAULT. If one or more of the following
events (herein called "EVENTS OF DEFAULT") shall occur and be continuing:

         (a) Any Borrower shall default in the payment when due of any principal
         of or interest on any Loan or any other amount payable by it hereunder;
         or

         (b) The Company or any of its Subsidiaries shall default in the payment
         when due of any principal of or interest on any of its other
         Indebtedness aggregating $50,000,000 or more; or any event specified in
         any note, agreement, indenture or other document evidencing or relating
         to any Indebtedness aggregating $50,000,000 or more shall occur if the
         effect of such event is to cause, or (with the giving of any notice or
         the lapse of time or both) to permit the holder or holders of such
         Indebtedness (or a trustee or agent on behalf of such holder or
         holders) to cause, such Indebtedness to become due prior to its stated
         maturity or to permit termination of the commitment to lend pursuant to
         any such instrument or agreement; or

         (c) Any representation, warranty or certification made or deemed made
         by the Company herein or in any Designation Letter or by the Company in
         any certificate furnished to any Lender or the Administrative Agent
         pursuant to the provisions hereof or thereof, shall prove to have been
         false or misleading as of the time made or furnished in any material
         respect; or

         (d) The Company shall default in the performance of any of its
         obligations under Section 8.01(f) or 8.05 through 8.12; or the Company
         shall default in the performance of


                                      -53-


         any of its other obligations in this Agreement and such default shall
         continue unremedied for a period of 30 days after notice thereof to the
         Company by the Administrative Agent or any Lender (through the
         Administrative Agent); or

         (e) The Company or any of its Significant Subsidiaries shall admit in
         writing its inability to, or be generally unable to, pay its debts as
         such debts become due; or

         (f) The Company or any of its Significant Subsidiaries shall (i) apply
         for or consent to the appointment of, or the taking of possession by, a
         receiver, custodian, trustee or liquidator of itself or of all or a
         substantial part of its property, (ii) make a general assignment for
         the benefit of its creditors, (iii) commence a voluntary case under the
         Bankruptcy Code (as now or hereafter in effect), (iv) file a petition
         seeking to take advantage of any other law relating to bankruptcy,
         insolvency, reorganization, winding-up, or composition or readjustment
         of debts, (v) fail to controvert in a timely and appropriate manner, or
         acquiesce in writing to, any petition filed against it in an
         involuntary case under the Bankruptcy Code, or (vi) take any corporate
         action for the purpose of effecting any of the foregoing; or

         (g) A proceeding or case shall be commenced against the Company or any
         of its Significant Subsidiaries without its application or consent, in
         any court of competent jurisdiction, seeking (i) its liquidation,
         reorganization, dissolution or winding-up, or the composition or
         readjustment of its debts, (ii) the appointment of a trustee, receiver,
         custodian, liquidator or the like of it or of all or any substantial
         part of its assets, or (iii) similar relief in respect of it under any
         law relating to bankruptcy, insolvency, reorganization, winding-up, or
         composition or adjustment of debts, and such proceeding or case shall
         continue undismissed, or an order, judgment or decree approving or
         ordering any of the foregoing shall be entered and continue unstayed
         and in effect, for a period of 60 days; or an order for relief against
         it shall be entered in an involuntary case under the Bankruptcy Code;
         or

         (h) A final judgment or judgments for the payment of money in excess of
         $50,000,000 in the aggregate shall be rendered by a court or courts
         against the Company and/or any of its Subsidiaries and the same shall
         not be discharged (or provision shall not be made for such discharge),
         or a stay of execution thereof shall not be procured, within 30 days
         from the date of entry thereof and the Company or the relevant
         Subsidiary shall not, within said period of 30 days, or such longer
         period during which execution of the same shall have been stayed,
         appeal therefrom and cause the execution thereof to be stayed during
         such appeal; or

         (i) An event or condition specified in Section 8.01(e) shall occur or
         exist with respect to any Plan or Multiemployer Plan of the Company
         and, as a result of such event or condition, together with all other
         such events or conditions, the Company or any ERISA Affiliate shall
         incur or in the opinion of the Majority Lenders shall be reasonably
         likely to incur a liability to a Plan, a Multiemployer Plan or PBGC (or
         any combination of the foregoing) which, in the determination of the
         Majority Lenders, would reasonably be expected to have a Material
         Adverse Effect; or


                                      -54-


         (j) During any period of 25 consecutive calendar months (i) individuals
         who were directors of the Company on the first day of such period and
         (ii) other individuals whose election or nomination to the Board of
         Directors of the Company was approved by at least a majority of the
         individuals referred to in clause (i) above and (iii) other individuals
         whose election or nomination to the Board of Directors of the Company
         was approved by at least a majority of the individuals referred to in
         clauses (i) and (ii) above shall no longer constitute a majority of the
         Board of Directors of the Company; or

                  (k) The Guarantee provided in Section 11, or any provisions
         thereof, shall cease to be in full force and effect in all material
         respects, or any guarantor thereunder or any Person acting on behalf of
         such guarantor shall deny or disaffirm such guarantor's obligations
         under such Guarantee or shall default in the due performance or
         observance of any term, covenant or agreement on its part to be
         performed or observed pursuant to such Guarantee;

THEREUPON: (i) in the case of an Event of Default (other than one referred to in
clause (f) or (g) of this Section 9 in respect of the Company) (x) the
Administrative Agent may and, upon request of the Majority Lenders, shall, by
notice to the Company, cancel the Commitments and (y) the Administrative Agent
may and, upon request of Lenders holding at least 51% of the aggregate unpaid
principal amount of Loans then outstanding shall, by notice to the Company,
declare the principal amount of and the accrued interest on the Loans, and all
other amounts payable by the Company or any other Borrower hereunder and under
the Notes, to be forthwith due and payable, whereupon such amounts shall be
immediately due and payable without presentment, demand, protest or other
formalities of any kind, all of which are hereby expressly waived by the Company
and each other Borrower; and (ii) in the case of the occurrence of an Event of
Default referred to in clause (f) or (g) of this Section 9 in respect of the
Company, the Commitments shall be automatically cancelled and the principal
amount then outstanding of, and the accrued interest on, the Loans and all other
amounts payable by the Company or any other Borrower hereunder and under the
Notes shall become automatically immediately due and payable without
presentment, demand, protest or other formalities of any kind, all of which are
hereby expressly waived by the Company and each other Borrower.

         In addition, in the case of the occurrence of any event of the type
referred to in clause (f) or (g) of this Section 9 in respect of any Designated
Borrower, the principal amount then outstanding of, and accrued interest on, the
Loans and other amounts payable by such Designated Borrower hereunder and under
its Notes shall automatically become immediately due and payable without
presentment, demand, protest or other formalities of any kind, all of which are
hereby expressly waived by such Designated Borrower and the Company.


                                      -55-


                  SECTION 10.  THE ADMINISTRATIVE AGENT.

                  10.01 APPOINTMENT, POWERS AND IMMUNITIES. Each Lender hereby
irrevocably (but subject to Section 10.08) appoints and authorizes the
Administrative Agent to act as its agent hereunder with such powers as are
specifically delegated to the Administrative Agent by the terms of this
Agreement together with such other powers as are reasonably incidental thereto.
The Administrative Agent (which term as used in this sentence and in Section
10.05 and the first sentence of Section 10.06 shall include reference to its
Affiliates and its own and its affiliates' officers, directors, employees and
agents): (a) shall have no duties or responsibilities except those expressly set
forth in this Agreement and shall not by reason of this Agreement be a trustee
for any Lender; (b) shall not be responsible to the Lenders for any recitals,
statements, representations or warranties contained in this Agreement or in any
certificate or other document referred to or provided for in, or received by any
of them under, this Agreement or for the value, validity, effectiveness,
genuineness, enforceability or sufficiency of this Agreement, any Note or any
other document referred to or provided for herein or for any failure by the
Company or any other Person to perform any of its obligations hereunder or
thereunder; (c) shall not be required to initiate or conduct any litigation or
collection proceedings hereunder; and (d) shall not be responsible for any
action taken or omitted to be taken by it hereunder or under any other document
or instrument referred to or provided for herein or in connection herewith,
except for its own gross negligence or willful misconduct. The Administrative
Agent may employ agents and attorneys-in-fact and shall not be responsible for
the negligence or misconduct of any such agents or attorneys-in-fact selected by
it with reasonable care.

                  10.02 RELIANCE BY ADMINISTRATIVE AGENT. The Administrative
Agent shall be entitled to rely upon any certification, notice or other
communication (including any thereof by telephone, telex, telegram or cable)
believed by it to be genuine and correct and to have been signed or sent by or
on behalf of the proper Person or Persons, and upon advice and statements of
legal counsel, independent accountants and other experts selected by the
Administrative Agent. As to any matters not expressly provided for by this
Agreement, the Administrative Agent shall in all cases be fully protected in
acting, or in refraining from acting, hereunder in accordance with instructions
signed by the Majority Lenders (or such other number of Lenders as is expressly
required hereby), and such instructions of the Majority Lenders (or such other
number of Lenders) and any action taken or failure to act pursuant thereto shall
be binding on all the Lenders.

                  10.03 DEFAULTS. The Administrative Agent shall not be deemed
to have knowledge of the occurrence of a Default unless the Administrative Agent
has received notice from a Lender or the Company specifying such Default and
stating that such notice is a "Notice of Default". In the event that the
Administrative Agent receives such a notice of the occurrence of a Default, the
Administrative Agent shall give prompt notice thereof to the Lenders. The
Administrative Agent shall (subject to Section 10.07) take such action with
respect to such Default as shall be directed by the Majority Lenders, PROVIDED
that, unless and until the Administrative Agent shall have received such
directions, the Administrative Agent may (but shall not be obligated to) take
such action, or refrain from taking such action, with respect to such Default as
it shall deem advisable in the best interest of the Lenders.


                                      -56-


                  10.04 RIGHTS AS A LENDER. With respect to its Commitment and
the Loans made by it, JPMCB (and any successor acting as Administrative Agent),
in its capacity as a Lender hereunder shall have the same rights and powers
hereunder as any other Lender and may exercise the same as though it were not
acting as the Administrative Agent, and the term "Lender" or "Lenders" shall,
unless the context otherwise indicates, include the Administrative Agent in its
individual capacity. JPMCB (and any successor acting as Administrative Agent)
and its Affiliates may (without having to account therefor to any Lender) accept
deposits from, lend money to and generally engage in any kind of banking, trust
or other business with the Company (and any of its Affiliates) as if it were not
acting as the Administrative Agent, and JPMCB and its Affiliates may accept fees
and other consideration from the Company for services in connection with this
Agreement or otherwise without having to account for the same to the Lenders.

                  10.05 INDEMNIFICATION. The Lenders agree to indemnify the
Administrative Agent (to the extent not reimbursed under Section 12.03, but
without limiting the obligations of the Company under said Section 12.03),
ratably in accordance with their respective Commitments, for any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind and nature whatsoever which may be
imposed on, incurred by or asserted against the Administrative Agent in any way
relating to or arising out of this Agreement or any other documents contemplated
by or referred to herein or the transactions contemplated hereby (including,
without limitation, the costs and expenses which the Company is obligated to pay
under Section 12.03 but excluding, unless a Default has occurred and is
continuing, normal administrative costs and expenses incident to the performance
of its agency duties hereunder) or the enforcement of any of the terms hereof,
or of any such other documents, PROVIDED that no Lender shall be liable for any
of the foregoing to the extent they arise from the gross negligence or willful
misconduct of the party to be indemnified.

                  10.06 NON-RELIANCE ON ADMINISTRATIVE AGENT AND OTHER LENDERS.
Each Lender agrees that it has, independently and without reliance on the
Administrative Agent or any other Lender, and based on such documents and
information as it has deemed appropriate, made its own credit analysis of the
Company and its Subsidiaries and decision to enter into this Agreement and 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 deem
appropriate at the time, continue to make its own analysis and decisions in
taking or not taking action under this Agreement. The Administrative Agent shall
not be required to keep itself informed as to the performance or observance by
any Obligor of this Agreement or any other document referred to or provided for
herein or to inspect the properties or books of the Company or any Subsidiary of
the Company. Except for notices, reports and other documents and information
expressly required to be furnished to the Lenders by the Administrative Agent
hereunder, the Administrative Agent shall not have any duty or responsibility to
provide any Lender with any credit or other information concerning the affairs,
financial condition or business of the Company or any Subsidiary of the Company
(or any of their affiliates) which may come into the possession of the
Administrative Agent or any of its Affiliates.


                                      -57-


                  10.07 FAILURE TO ACT. Except for action expressly required of
the Administrative Agent hereunder the Administrative Agent shall in all cases
be fully justified in failing or refusing to act hereunder unless it shall be
indemnified to its satisfaction by the Lenders against any and all liability and
expense which may be incurred by it by reason of taking or continuing to take
any such action.

                  10.08 RESIGNATION OR REMOVAL OF 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 giving notice
thereof to the Lenders and the Company and the Administrative Agent may be
removed at any time with or without cause by the Majority Lenders. Upon any such
resignation or removal, the Majority Lenders shall have the right to appoint a
successor Administrative Agent. If no successor Administrative Agent shall have
been so appointed by the Majority Lenders and shall have accepted such
appointment within 30 days after the retiring Administrative Agent's giving of
notice of resignation or the Majority Lenders' removal of the retiring
Administrative Agent, then the retiring Administrative Agent may, on behalf of
the Lenders, appoint a successor Administrative Agent, which shall be a bank
with a combined capital and surplus of at least $100,000,000 which has an office
in New York, New York. Upon the acceptance of any appointment as Administrative
Agent hereunder by a successor Administrative Agent, such successor
Administrative Agent shall thereupon succeed to and become vested with all the
rights, powers, privileges and duties of the retiring Administrative Agent, and
the retiring Administrative Agent shall be discharged from its duties and
obligations hereunder. After any retiring Administrative Agent's resignation or
removal hereunder as Administrative Agent, the provisions of this Section 10
shall continue in effect for its benefit in respect of any actions taken or
omitted to be taken by it while it was acting as the Administrative Agent.

                  10.09  LEAD ARRANGER AND OTHER AGENTS.
                  Anything herein to the contrary notwithstanding, the Sole Lead
Arranger and Sole Bookrunner, the Co-Syndication Agents and the Co-Documentation
Agents listed on the cover page shall not have any duties or responsibilities
under this Agreement, except in their capacity, if any, as Lenders.


                                      -58-


                  SECTION 11.  GUARANTEE.

                  11.01 GUARANTEE. The Company hereby guarantees to each Lender
and the Administrative Agent and their respective successors and assigns the
prompt payment in full when due (whether at stated maturity, by acceleration, by
optional prepayment or otherwise) of the principal of and interest on the Loans
made by the Lenders to, and the Notes held by each Lender of, any Designated
Borrower and all other amounts from time to time owing to the Lenders or the
Administrative Agent by any Designated Borrower under this Agreement pursuant to
its Designation Letter and under the Notes, in each case strictly in accordance
with the terms thereof (such obligations being herein collectively called the
"GUARANTEED OBLIGATIONS"). The Company hereby further agrees that if any
Designated Borrower shall fail to pay in full when due (whether at stated
maturity, by acceleration, by optional prepayment or otherwise) any of the
Guaranteed Obligations, the Company will promptly pay the same, without any
demand or notice whatsoever, and that in the case of any extension of time of
payment or renewal of any of the Guaranteed Obligations, the same will be
promptly paid in full when due (whether at extended maturity, by acceleration or
otherwise) in accordance with the terms of such extension or renewal.

                  11.02 OBLIGATIONS UNCONDITIONAL. The obligations of the
Company hereunder are unconditional irrespective of (a) the value, genuineness,
validity, regularity or enforceability of any of the Guaranteed Obligations, (b)
any modification, amendment or variation in or addition to the terms of any of
the Guaranteed Obligations or any covenants in respect thereof or any security
therefor, (c) any extension of time for performance or waiver of performance of
any covenant of any Designated Borrower or any failure or omission to enforce
any right with regard to any of the Guaranteed Obligations, (d) any exchange,
surrender, release of any other guaranty of or security for any of the
Guaranteed Obligations, or (e) any other circumstance with regard to any of the
Guaranteed Obligations which may or might in any manner constitute a legal or
equitable discharge or defense of a surety or guarantor, it being the intent
hereof that the obligations of the Company hereunder shall be absolute and
unconditional under any and all circumstances.

         The Company hereby expressly waives diligence, presentment, demand,
protest, and all notices whatsoever with regard to any of the Guaranteed
Obligations and any requirement that the Administrative Agent or any Lender
exhaust any right, power or remedy or proceed against any Designated Borrower
hereunder or under the Designation Letter of such Designated Borrower or any
Note of such Designated Borrower or any other guarantor of or any security for
any of the Guaranteed Obligations.


                                      -59-


                  11.03 REINSTATEMENT. The guarantee in this Section 11 shall be
automatically reinstated if and to the extent that for any reason any payment by
or on behalf of any Designated Borrower in respect of the Guaranteed Obligations
is rescinded or must be otherwise restored by any holder(s) of any of the
Guaranteed Obligations, whether as a result of any proceedings in bankruptcy or
reorganization or otherwise.

                  11.04 SUBROGATION. Until the termination of the Commitments
and the payment in full of the principal of and interest on the Loans and all
other amounts payable to the Administrative Agent or any Lender hereunder, the
Company hereby irrevocably waives all rights of subrogation or contribution,
whether arising by operation of law (including, without limitation, any such
right arising under the Bankruptcy Code) or otherwise, by reason of any payment
by it pursuant to the provisions of this Section 11.

                  11.05 REMEDIES. The Company agrees that, as between the
Company on the one hand and the Lenders and the Administrative Agent on the
other hand, the obligations of any Designated Borrower guaranteed under this
Agreement may be declared to be forthwith due and payable, or may be deemed
automatically to have been accelerated, as provided in Section 9, for purposes
of Section 11.01 notwithstanding any stay, injunction or other prohibition
(whether in a bankruptcy proceeding affecting such Designated Borrower or
otherwise) preventing such declaration as against such Designated Borrower and
that, in the event of such declaration or automatic acceleration such
obligations (whether or not due and payable by such Designated Borrower) shall
forthwith become due and payable by the Company for purposes of said Section
11.01.

                  11.06  CONTINUING GUARANTEE. The guarantee in this Section 11
is a continuing guarantee and shall apply to all Guaranteed Obligations whenever
arising.

                  SECTION 12.  MISCELLANEOUS.

                  12.01 WAIVER. No failure on the part of the Administrative
Agent or any Lender to exercise and no delay in exercising, and no course of
dealing with respect to, any right, power or privilege under this Agreement, any
Designation Letter or any Note shall operate as a waiver thereof, nor shall any
single or partial exercise of any right, power or privilege under this
Agreement, any Designation Letter or any Note preclude any other or further
exercise thereof or the exercise of any other right, power or privilege. The
remedies provided herein and therein are cumulative and not exclusive of any
remedies provided by law.


                                      -60-


                  12.02 NOTICES. All notices and other communications provided
for herein (including, without limitation, any modifications of, or requests,
demands, waivers or consents under, this Agreement) shall be given or made in
writing and telecopied, mailed or delivered to the intended recipient at (i) in
the case of the Company or the Administrative Agent, the "Address for Notices"
specified below its name on the signature pages hereof and (ii) in the case of
each Lender, the address (or telecopy) set forth in its Administrative
Questionnaire; or, as to any party, at such other address as shall be designated
by such party in a notice to each other party. Except as otherwise provided in
this Agreement, all such communications shall be deemed to have been duly given
when transmitted by telecopier or personally delivered or, in the case of a
mailed notice, upon receipt, in each case given or addressed as aforesaid.
Notices and other communications to the Lenders hereunder may be delivered or
furnished by electronic communications pursuant to procedures approved by the
Administrative Agent; PROVIDED that the foregoing shall not apply to notices
pursuant to Section 2 unless otherwise agreed by the Administrative Agent and
the applicable Lender. The Administrative Agent or the Company may, in its
discretion, agree to accept notices and other communications to it hereunder by
electronic communications pursuant to procedures approved by it; PROVIDED that
approval of such procedures may be limited to particular notices or
communications. Each Designated Borrower hereby agrees that each notice or other
communication provided for herein may be furnished to the Company or by the
Company on its behalf in the manner specified above and each Designated Borrower
further agrees that failure of the Company to deliver to such Designated
Borrower any notice furnished in accordance with this Section 12.02 shall not
affect the validity of such notice.

                  12.03 EXPENSES, ETC. The Company agrees to pay or reimburse
each of the Lenders and the Administrative Agent for paying: (a) the reasonable
fees and expenses of Milbank, Tweed, Hadley & McCloy LLP, special New York
counsel to the Administrative Agent, in connection with (i) the preparation,
execution and delivery of this Agreement, the Designation Letters and the Notes
and the making of the Loans hereunder and (ii) any amendment, modification or
waiver (whether or not such amendment, modification or waiver shall become
effective) of any of the terms of this Agreement or any of the Notes; (b) all
reasonable costs and expenses of the Lenders and the Administrative Agent
(including reasonable counsels' fees) in connection with the enforcement of this
Agreement, any Designation Letter or any of the Notes; and (c) all transfer,
stamp, documentary or other similar taxes, assessments or charges levied by any
governmental or revenue authority in respect of this Agreement, any Designation
Letter, any of the Notes or any other document referred to herein.

                  The Company hereby agrees to indemnify the Administrative
Agent and each Lender and their respective directors, officers, employees and
agents from, and hold each of them harmless against, any and all losses,
liabilities, claims, damages, costs, expenses, taxes or penalties incurred by
any of them arising out of, by reason of or as a consequence of (i) any
representation or warranty made or deemed to be made by the Company in Section 7
or in any Designation Letter proving to have been false or misleading as of the
time made in any material respect or (ii) any investigation or litigation or
other proceedings (including any threatened investigation or litigation or other
proceedings) relating to any actual or proposed use by the Company or any
Subsidiary of the Company of the proceeds of any of the Loans, including,
without limitation, the reasonable fees and disbursements of counsel incurred in
connection with


                                      -61-


any such investigation or litigation or other proceedings (but excluding any
such losses, liabilities, claims, damages, costs, expenses, taxes or penalties
incurred by reason of the gross negligence or willful misconduct of the Person
to be indemnified).

                  12.04 AMENDMENTS, ETC. Except as otherwise expressly provided
in this Agreement, any provision of this Agreement may be amended or modified
only by an instrument in writing signed by the Company, the Administrative Agent
and the Majority Lenders, or by the Company, and the Administrative Agent acting
with the consent of the Majority Lenders, and any provision of this Agreement
may be waived by the Majority Lenders or by the Administrative Agent acting with
the consent of the Majority Lenders; PROVIDED that no amendment, modification or
waiver shall, unless by an instrument signed by all of the Lenders or by the
Administrative Agent acting with the consent of all of the Lenders: (i) increase
or extend the term, or extend the time or waive any requirement for the
reduction or termination, of the Commitments, (ii) extend the date fixed for the
payment of any principal of or interest on any Loan, (iii) reduce the amount of
any principal of any Loan or the rate at which interest or any fee is payable
hereunder, (iv) alter the terms of Section 11 or release the Company from any of
its material obligations thereunder, (v) alter the terms of this Section 12.04,
(vi) amend the definition of the term "Majority Lenders" or modify in any other
manner the number or percentage of the Lenders required to make any
determinations or waive any rights hereunder or to modify any provision hereof,
(vii) amend the definition of the term "Alternative Currency" or (viii) waive
any of the conditions precedent set forth in Section 6; and PROVIDED, FURTHER,
that any amendment of Section 10, or which increases the obligations or alters
the rights of the Administrative Agent hereunder, shall require the consent of
the Administrative Agent.

                  12.05  ASSIGNMENTS AND PARTICIPATIONS.

                  (a) No Obligor may assign any of its rights or obligations
hereunder or under the Notes without the prior consent of all of the Lenders and
the Administrative Agent.

                  (b) (i) Subject to the conditions set forth in paragraph
(b)(ii) below, any Lender may assign to one or more assignees all or a portion
of its rights and obligations under this Agreement (including all or a portion
of its Commitment and the Loans at the time owing to it) with the prior written
consent (such consent not to be unreasonably withheld) of:

                           (A) the Company, PROVIDED that no consent of the
                  Company shall be required for an assignment to a Lender, an
                  Affiliate of a Lender, an Approved Fund (as defined below) or,
                  if an Event of Default has occurred and is continuing, any
                  other assignee; and

                           (B) the Administrative Agent, PROVIDED that no
                  consent of the Administrative Agent shall be required for an
                  assignment to an assignee that is a Lender immediately prior
                  to giving effect to such assignment.

                  (ii) Assignments shall be subject to the following additional
                  conditions:

                           (A) except in the case of an assignment to a Lender
                  or an Affiliate of a Lender or an assignment of the entire
                  remaining amount of the assigning Lender's


                                      -62-


                  Commitment, the amount of the Commitment of the assigning
                  Lender subject to each such assignment (determined as of the
                  date the Assignment and Assumption with respect to such
                  assignment is delivered to the Administrative Agent) shall not
                  be less than $5,000,000 unless each of the Company and the
                  Administrative Agent otherwise consent, PROVIDED that no such
                  consent of the Company shall be required if an Event of
                  Default has occurred and is continuing;

                           (B) each partial assignment shall be made as an
                  assignment of a proportionate part of all the assigning
                  Lender's rights and obligations under this Agreement, PROVIDED
                  that this clause shall not apply to rights in respect of
                  outstanding Competitive Loans;

                           (C) the parties to each assignment shall execute and
                  deliver to the Administrative Agent an Assignment and
                  Assumption, together with a processing and recordation fee of
                  $3,500;

                           (D) the assignee, if it shall not be a Lender, shall
                  deliver to the Administrative Agent an Administrative
                  Questionnaire; and

                           (E) in the case of an assignment to a CLO (as defined
                  below), the assigning Lender shall retain the sole right to
                  approve any amendment, modification or waiver of any provision
                  of this Agreement, PROVIDED that the Assignment and Assumption
                  between such Lender and such CLO may provide that such Lender
                  will not, without the consent of such CLO, agree to any
                  amendment, modification or waiver described in the first
                  proviso to Section 12.04 that affects such CLO.

         For the purposes of this Section 12.05(a), the terms "Approved Fund"
and "CLO" have the following meanings:

                           "APPROVED FUND" means (a) a CLO and (b) with respect
         to any Lender that is a fund which invests in bank loans and similar
         extensions of credit, any other fund that invests in bank loans and
         similar extensions of credit and is managed by the same investment
         advisor as such Lender or by an Affiliate of such investment advisor.

                           "CLO" means any entity (whether a corporation,
         partnership, trust or otherwise) that is engaged in making, purchasing,
         holding or otherwise investing in bank loans and similar extensions of
         credit in the ordinary course of its business and is administered or
         managed by a Lender or an Affiliate of such Lender.

                  (iii) Subject to acceptance and recording thereof pursuant to
paragraph (b)(iv) of this Section 12.05, from and after the effective date
specified in each Assignment and Assumption the assignee thereunder shall be a
party hereto and, to the extent of the interest assigned by such Assignment and
Assumption, have the rights and obligations of a Lender under this Agreement,
and the assigning Lender thereunder shall, to the extent of the interest
assigned by such Assignment and Assumption, be released from its obligations
under this Agreement (and, in the case of an Assignment and Assumption covering
all of the assigning Lender's rights


                                      -63-


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 5.01, 5.05,
5.06 and 12.03). Any assignment or transfer by a Lender of rights or obligations
under this Agreement that does not comply with this Section 12.05(b) shall be
treated for purposes of this Agreement as a sale by such Lender of a
participation in such rights and obligations in accordance with Section
12.05(c).

                  (iv) The Administrative Agent, acting for this purpose as an
agent of the Company, shall maintain at one of its offices a copy of each
Assignment and Assumption delivered to it and a register for the recordation of
the names and addresses of the Lenders, and the 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 Company, 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 Company and any
Lender, at any reasonable time and from time to time upon reasonable prior
notice.

                  (v) Upon its receipt of a duly completed Assignment and
Assumption executed by an assigning Lender and an assignee, the assignee's
completed Administrative Questionnaire (unless the assignee shall already be a
Lender hereunder), the processing and recordation fee referred to in Section
12.05(b) and any written consent to such assignment required thereby, the
Administrative Agent shall accept such Assignment and Assumption and record the
information contained therein in the Register. No assignment shall be effective
for purposes of this Agreement unless it has been recorded in the Register as
provided in this paragraph.

                  (c) (i) Any Lender may, without the consent of the Company or
the Administrative Agent, sell participations to one or more banks or other
entities (a "PARTICIPANT") in all or a portion of such Lender's rights and
obligations under this Agreement (including all or a portion of its Commitment
and the Loans owing to it); PROVIDED that (A) such Lender's obligations under
this Agreement shall remain unchanged, (B) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations
and (C) the Company, the Administrative Agent and the other Lenders shall
continue to deal solely and directly with such Lender in connection with such
Lender's rights and obligations under this Agreement. Any agreement or
instrument pursuant to which a Lender sells such a participation shall provide
that such Lender shall retain the sole right to enforce this Agreement and to
approve any amendment, modification or waiver of any provision of this
Agreement; PROVIDED that such agreement or instrument may provide that such
Lender will not, without the consent of the Participant, agree to any amendment,
modification or waiver described in the first proviso to Section 12.04 that
affects such Participant. Subject to paragraph (c)(ii) of this Section 12.05,
the Company agrees that each Participant shall be entitled to the benefits of
Sections 5.01, 5.05 and 5.06 to the same extent as if it were a Lender and had
acquired its interest by assignment pursuant to paragraph (b) of this Section
12.05. To the extent permitted by law, each Participant also shall be entitled
to the benefits of Section 4.05(a) as though it were a Lender, provided such
Participant agrees to be subject to Section 4.05(b) as though it were a Lender.

                  (ii) A Participant shall not be entitled to receive any
greater payment under


                                      -64-


Section 5.01 or 5.06 than the applicable Lender would have been entitled to
receive with respect to the participation sold to such Participant, unless the
sale of the participation to such Participant is made with the Company's prior
written consent.

                  (d) Any Lender may at any time pledge or assign a security
interest in all or any portion of its rights under this Agreement to secure
obligations of such Lender, including any pledge or assignment to secure
obligations to a Federal Reserve Bank, and this Section shall not apply to any
such pledge or assignment of a security interest; PROVIDED that no such pledge
or assignment of a security interest shall release a Lender from any of its
obligations hereunder or substitute any such pledgee or assignee for such Lender
as a party hereto.

                  (e) A Lender may furnish any information concerning the
Company or any of its Subsidiaries in the possession of such Lender from time to
time to assignees and participants (including prospective assignees and
participants).

                  12.06 SURVIVAL. The obligations of any Borrower under Sections
5.01, 5.05 and 5.06, the obligations of the Lenders under Section 10.05 and the
obligations of the Company under Section 12.03 shall survive the repayment of
the Loans and the termination of the Commitments. In addition, each
representation and warranty made, or deemed to be made, by a notice of borrowing
of Loans hereunder shall survive the making of such Loans, and no Lender shall
be deemed to have waived, by reason of making any Loan, any Default or Event of
Default which may arise by reason of such representation or warranty proving to
have been false or misleading, notwithstanding that such Lender or the
Administrative Agent may have had notice or knowledge or reason to believe that
such representation or warranty was false or misleading at the time such Loan
was made.

                  12.07 CAPTIONS. Captions and section headings appearing herein
are included solely for convenience of reference and are not intended to affect
the interpretation of any provision of this Agreement.

                  12.08 COUNTERPARTS; EFFECTIVENESS. This Agreement may be
executed in any number of counterparts, each of which shall be identical and all
of which, when taken together, shall constitute one and the same instrument, and
any of the parties hereto may execute this Agreement by signing any such
counterpart. Except as provided in Section 6.01, this Agreement shall become
effective when it shall have been executed by 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, and
thereafter shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns. Delivery of an executed counterpart
of a signature page to this Agreement by telecopy shall be effective as delivery
of a manually executed counterpart of this Agreement.

                  12.09  GOVERNING LAW; JURISDICTION; SERVICE OF PROCESS; WAIVER
OF JURY TRIAL; ETC.

                  (a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. ANY LEGAL ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY, AND ANY


                                      -65-


ACTION OR PROCEEDING TO EXECUTE OR OTHERWISE ENFORCE ANY JUDGMENT OBTAINED IN
CONNECTION THEREWITH, MAY BE INSTITUTED IN THE SUPREME COURT OF THE STATE OF NEW
YORK, COUNTY OF NEW YORK OR IN THE U.S. DISTRICT COURT FOR THE SOUTHERN DISTRICT
OF NEW YORK, AND EACH OBLIGOR IRREVOCABLY AND UNCONDITIONALLY SUBMITS GENERALLY
(BUT NON-EXCLUSIVELY) TO THE JURISDICTION OF EACH SUCH COURT. THE COMPANY
IRREVOCABLY CONSENTS TO THE SERVICE OF ANY AND ALL PROCESS IN ANY SUCH ACTION OR
PROCEEDING BY THE MAILING OF COPIES OF SUCH PROCESS TO THE COMPANY AT ITS
ADDRESS SET FORTH UNDERNEATH ITS SIGNATURE HERETO. EACH DESIGNATED BORROWER
HEREBY AGREES THAT SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING BROUGHT
IN NEW YORK MAY BE MADE UPON SUCH DESIGNATED BORROWER BY SERVICE UPON THE
COMPANY AT THE "ADDRESS FOR NOTICES" SPECIFIED BELOW ITS NAME ON THE SIGNATURE
PAGES HEREOF AND EACH DESIGNATED BORROWER HEREBY IRREVOCABLY APPOINTS THE
COMPANY AS ITS AUTHORIZED AGENT ("PROCESS AGENT") TO ACCEPT, ON BEHALF OF ITSELF
AND ITS PROPERTY, SUCH SERVICE OF PROCESS IN NEW YORK. EACH OBLIGOR 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. EACH OBLIGOR IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING
OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT
ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT
FORUM. EACH OBLIGOR FURTHER AGREES THAT ANY SUCH ACTION OR PROCEEDING AGAINST
THE ADMINISTRATIVE AGENT AND/OR ANY OF THE LENDERS SHALL BE BROUGHT ONLY IN THE
SUPREME COURT OF THE STATE OF NEW YORK, COUNTY OF NEW YORK OR IN THE U.S.
DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND THE ADMINISTRATIVE
AGENT AND THE LENDERS HEREBY CONSENT TO THE JURISDICTION OF SUCH COURTS FOR SUCH
PURPOSE.

                  (b) EACH OF THE OBLIGORS, THE ADMINISTRATIVE AGENT AND THE
LENDERS HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY
AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


                                      -66-


                  12.10 SUCCESSORS AND ASSIGNS. This Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and permitted assigns.

                  12.11 JUDGMENT CURRENCY. This is an international loan
transaction in which the specification of Dollars or an Alternative Currency, as
the case may be (the "SPECIFIED CURRENCY"), and any payment in New York City or
the country of the Specified Currency, as the case may be (the "SPECIFIED
PLACE"), is of the essence, and the Specified Currency shall be the currency of
account in all events relating to Loans denominated in the Specified Currency.
The payment obligations of the Obligors under this Agreement and the Notes shall
not be discharged by an amount paid in another currency or in another place,
whether pursuant to a judgment or otherwise, to the extent that the amount so
paid on conversion to the Specified Currency and transfer to the Specified Place
under normal banking procedures does not yield the amount of the Specified
Currency due hereunder at the Specified Place. If for the purpose of obtaining
judgment in any court it is necessary to convert a sum due hereunder in the
Specified Currency into another currency (the "SECOND CURRENCY"), the rate of
exchange which shall be applied shall be that at which in accordance with normal
banking procedures the Administrative Agent could purchase the Specified
Currency with the Second Currency on the Business Day next preceding that on
which such judgment is rendered. The obligation of each Obligor in respect of
any such sum due from it to the Administrative Agent or any Lender hereunder (an
"ENTITLED PERSON") shall, notwithstanding the rate of exchange actually applied
in rendering such judgment, be discharged only to the extent that on the
Business Day following receipt by such Entitled Person of any sum adjudged to be
due hereunder or under the Notes in the Second Currency such Entitled Person may
in accordance with normal banking procedures purchase and transfer to the
Specified Place the Specified Currency with the amount of the Second Currency so
adjudged to be due; and each Obligor hereby, as a separate obligation and
notwithstanding any such judgment, agrees to indemnify such Entitled Person
against, and to pay such Entitled Person on demand in the Specified Currency,
any difference between the sum originally due to such Entitled Person in the
Specified Currency and the amount of the Specified Currency so purchased and
transferred.

                  12.12 WAIVER OF NOTICE UNDER EXISTING CREDIT AGREEMENT. By its
execution hereof, each undersigned Lender that also is a party to the credit
agreement referred to in Section 6.01(c) hereby waives the provisions of such
credit agreement that would require advance notice for the termination of
commitments thereunder; PROVIDED that the foregoing waiver shall apply only to
the termination of all commitments under such credit agreement and repayment of
all loans outstanding thereunder in connection with the effectiveness of this
Agreement.


                                      -67-


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

                                        NEWELL RUBBERMAID INC.

                                        By:  /s/ C.R. Davenport
                                           ----------------------------------
                                           Name:  C.R. Davenport
                                           Title:  Vice President-Treasurer

                                        Address for Notices:

                                        Newell Rubbermaid Inc.
                                        29 East Stephenson Street
                                        Freeport, Illinois 61032

                                        Attention:  C.R. Davenport
                                                     Vice President-Treasurer

                                        Telecopier No.:  (815) 233-8060
                                        Telephone No.:  (815) 233-8040



                                        THE ADMINISTRATIVE AGENT

                                        JPMORGAN CHASE BANK,
                                          as Administrative Agent

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

                                        Address for Notices:

                                        JPMorgan Chase Bank
                                        Loan and Agency Services Group
                                        1 Chase Manhattan Plaza
                                        8th Floor
                                        New York, New York 10081

                                        Attention:  Concetta Prainito

                                        Telecopier No.:  (212) 552-5662
                                        Telephone No.:  (212) 552-7241



                                        LENDERS

                                        JPMORGAN CHASE BANK

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




                                        BANK OF AMERICA, N.A.

                                        By:   /s/ Sharon Burks Horos
                                           ----------------------------------
                                           Name:  Sharon Burks Horos
                                           Title:  Vice President





                                        BANK ONE, NA

                                        By:   /s/ Molly Morawski
                                           ----------------------------------
                                           Name:  Molly Morawski
                                           Title:  Director, Capital Markets





                                        BNP PARIBAS

                                        By:   /s/ Jo Ellen Bender
                                           ----------------------------------
                                           Name:  Jo Ellen Bender
                                           Title:  Managing Director

                                        By:   /s/ Peter Labrie
                                           ----------------------------------
                                           Name:  Peter Labrie
                                           Title:  Central Region Manager



                                        BARCLAYS BANK PLC

                                        By:   /s/ L. Peter Yetman
                                           ----------------------------------
                                           Name:  L. Peter Yetman
                                           Title:  Director





                                        COMMERZBANK AG, NEW YORK AND
                                        GRAND CAYMAN BRANCHES

                                        By:   /s/ Mark Monson
                                           ----------------------------------
                                           Name:  Mark Monson
                                           Title:  Vice President

                                        By:  /s/ Albert Morrow
                                           ----------------------------------
                                           Name:  Albert Morrow
                                           Title:  Assistant Treasurer



                                        THE BANK OF TOKYO-MITSUBISHI, LTD.,
                                        CHICAGO BRANCH

                                        By:  /s/ Shinichiro Munechika
                                           ----------------------------------
                                           Name:  Shinichiro Munechika
                                           Title:  Deputy General Manager





                                        CITIBANK, N.A.

                                        By:  /s/ David L. Harris
                                           ----------------------------------
                                           Name:  David L. Harris
                                           Title:  Vice President





                                        MORGAN STANLEY BANK

                                        By:  /s/ Jaap L. Tonckens
                                           ----------------------------------
                                           Name:  Jaap L. Tonckens
                                           Title:  Vice President





                                        THE NORTHERN TRUST COMPANY

                                        By:  /s/ Craig Smith
                                           ----------------------------------
                                           Name:  Craig Smith
                                           Title:  Vice President





                                        ING BANK N.V.

                                        By:  /s/ Alan Duffy
                                           ----------------------------------
                                           Name:  Alan Duffy
                                           Title:  Director

                                        By:  /s/ Aidan Neill
                                           ----------------------------------
                                           Name:  Aiden Neill
                                           Title:  Vice-President





                                        BANCA DI ROMA - CHICAGO BRANCH

                                        By:  /s/ James Semonchik
                                           ----------------------------------
                                           Name:  James Semonchik
                                           Title:  Vice President

                                        By:  /s/ Enrico Verdoscia
                                           ----------------------------------
                                           Name:  Enrico Verdoscia
                                           Title:  Sr. Vice President





                                        U.S. BANK NATIONAL ASSOCIATION

                                        By:  /s/ Janell W. Stanosz
                                           ----------------------------------
                                           Name:  Janell W. Stanosz
                                           Title:  Vice President





                                        THE BANK OF NEW YORK

                                        By:  /s/ Mark O'Connor
                                           ----------------------------------
                                           Name:  Mark O'Connor
                                           Title:  Vice President





                                        NORDEA BANK EINLAND PLC

                                        By:  /s/ Ulf Forsstrom
                                           ----------------------------------
                                          Name:  Ulf Forsstrom
                                          Title:  Vice President

                                        By:  /s/ Thomas P. Hickey
                                           ----------------------------------
                                           Name:  Thomas P. Hickey
                                           Title:  Vice President



                                        DANSKE BANK A/S

                                        By:  /s/ George P. Wendell
                                           ----------------------------------
                                           Name:  George P. Wendell
                                           Title:  Vice President

                                        By:  /s/ John A. O'Neill
                                           ----------------------------------
                                           Name:  John A. O'Neill
                                           Title:  Assistant General Manager




                                        FIFTH THIRD BANK (CHICAGO)

                                        By:  /s/ Christopher D. Jones
                                           ----------------------------------
                                           Name:  Christopher D. Jones
                                           Title:  Assistant Vice President



                                                                   Exhibit 10.2


                                                                 EXECUTION COPY


                             NEWELL RUBBERMAID INC.

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


                            364-DAY CREDIT AGREEMENT


                            Dated as of June 14, 2002


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

                                  $650,000,000

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

                              JPMORGAN CHASE BANK,
                             as Administrative Agent

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

                          J.P. MORGAN SECURITIES INC.,
                    as Sole Lead Arranger and Sole Bookrunner


                              BANK OF AMERICA, N.A.
                                and BANK ONE, NA,
                            as Co-Syndication Agents



                                BARCLAYS BANK PLC
                                and BNP PARIBAS,
                           as Co-Documentation Agents



                                TABLE OF CONTENTS



                                                                                                               PAGE
                                                                                                            
SECTION 1.  DEFINITIONS AND ACCOUNTING MATTERS...................................................................1
         1.01  CERTAIN DEFINED TERMS.............................................................................1
         1.02  ACCOUNTING TERMS AND DETERMINATIONS..............................................................16
         1.03  TYPES OF LOANS...................................................................................17
         1.04  TERMS GENERALLY..................................................................................17
         1.05.  CURRENCIES; CURRENCY EQUIVALENTS; PROVISIONS RELATING TO EUROPEAN MONETARY UNION................17

SECTION 2.  COMMITMENTS.........................................................................................18
         2.01  LOANS............................................................................................18
         2.02  BORROWINGS OF COMMITTED LOANS....................................................................19
         2.03  COMPETITIVE LOANS................................................................................20
         2.04  BORROWINGS BY DESIGNATED BORROWERS...............................................................24
         2.05  CHANGES OF COMMITMENTS...........................................................................24
         2.06  FEES.............................................................................................26
         2.07  LENDING OFFICES..................................................................................27
         2.08  SEVERAL OBLIGATIONS; REMEDIES INDEPENDENT........................................................27
         2.09  EVIDENCE OF DEBT.................................................................................27
         2.10  PREPAYMENTS; CONVERSIONS AND CONTINUATIONS.......................................................28

SECTION 3.  PAYMENTS OF PRINCIPAL AND INTEREST..................................................................29
         3.01  REPAYMENT OF LOANS...............................................................................29
         3.02  INTEREST.........................................................................................29
         3.03  REDENOMINATION...................................................................................30

SECTION 4.  PAYMENTS; PRO RATA TREATMENT; COMPUTATIONS; ETC.....................................................30
         4.01  PAYMENTS.........................................................................................30
         4.02  PRO RATA TREATMENT...............................................................................31
         4.03  COMPUTATIONS.....................................................................................31
         4.04  NON-RECEIPT OF FUNDS BY THE ADMINISTRATIVE AGENT.................................................32
         4.05  SET-OFF; SHARING OF PAYMENTS.....................................................................32

SECTION 5.  YIELD PROTECTION AND ILLEGALITY.....................................................................33
         5.01  ADDITIONAL COSTS.................................................................................33
         5.02  LIMITATION ON TYPES OF LOANS.....................................................................34
         5.03  ILLEGALITY.......................................................................................35
         5.04  BASE RATE LOANS PURSUANT TO SECTIONS 5.01 AND 5.03...............................................35
         5.05  COMPENSATION.....................................................................................36
         5.06  TAXES............................................................................................36
         5.07  REPLACEMENT OF LENDERS...........................................................................37

SECTION 6.  CONDITIONS PRECEDENT................................................................................38

                                      -i-


         6.01  EFFECTIVE DATE...................................................................................38
         6.02  INITIAL AND SUBSEQUENT CREDIT EXTENSIONS.........................................................39

SECTION 7.  REPRESENTATIONS AND WARRANTIES......................................................................40
         7.01  CORPORATE EXISTENCE..............................................................................40
         7.02  FINANCIAL CONDITION..............................................................................40
         7.03  LITIGATION.......................................................................................41
         7.04  NO BREACH........................................................................................41
         7.05  CORPORATE ACTION.................................................................................41
         7.06  APPROVALS........................................................................................41
         7.07  USE OF CREDIT....................................................................................41
         7.08  ERISA............................................................................................41
         7.09  INVESTMENT COMPANY ACT; PUBLIC UTILITY HOLDING COMPANY ACT.......................................42
         7.10  CREDIT AGREEMENTS................................................................................42
         7.11  HAZARDOUS MATERIALS..............................................................................42
         7.12  TAXES............................................................................................42
         7.13  TRUE AND COMPLETE DISCLOSURE.....................................................................43
         7.14  SUBSIDIARIES.....................................................................................43
         7.15  COMPLIANCE WITH LAW..............................................................................43
         7.16  DESIGNATED BORROWER APPROVALS....................................................................43

SECTION 8.  COVENANTS OF THE COMPANY............................................................................43
         8.01  FINANCIAL STATEMENTS.............................................................................43
         8.02  LITIGATION.......................................................................................46
         8.03  CORPORATE EXISTENCE, ETC.........................................................................46
         8.04  INSURANCE........................................................................................46
         8.05  USE OF PROCEEDS..................................................................................46
         8.06  INDEBTEDNESS.....................................................................................47
         8.07  FUNDAMENTAL CHANGES..............................................................................47
         8.08  LIENS............................................................................................48
         8.09  LINES OF BUSINESSES..............................................................................49
         8.10  TOTAL INDEBTEDNESS TO TOTAL CAPITAL..............................................................49
         8.11  INTEREST COVERAGE RATIO..........................................................................49
         8.12  TRANSACTIONS WITH AFFILIATES.....................................................................50

SECTION 9.  EVENTS OF DEFAULT...................................................................................50

SECTION 10.  THE ADMINISTRATIVE AGENT...........................................................................52
         10.01  APPOINTMENT, POWERS AND IMMUNITIES..............................................................52
         10.02  RELIANCE BY ADMINISTRATIVE AGENT................................................................53
         10.03  DEFAULTS........................................................................................53
         10.04  RIGHTS AS A LENDER..............................................................................53
         10.05  INDEMNIFICATION.................................................................................53
         10.06  NON-RELIANCE ON ADMINISTRATIVE AGENT AND OTHER LENDERS..........................................54
         10.07  FAILURE TO ACT..................................................................................54
         10.08  RESIGNATION OR REMOVAL OF ADMINISTRATIVE AGENT..................................................54

                                      -ii-


         10.09  LEAD ARRANGER AND OTHER AGENTS..................................................................55

SECTION 11.  GUARANTEE..........................................................................................55
         11.01  GUARANTEE.......................................................................................55
         11.02  OBLIGATIONS UNCONDITIONAL.......................................................................55
         11.03  REINSTATEMENT...................................................................................56
         11.04  SUBROGATION.....................................................................................56
         11.05  REMEDIES........................................................................................56
         11.06  CONTINUING GUARANTEE............................................................................56

SECTION 12.  MISCELLANEOUS......................................................................................56
         12.01  WAIVER..........................................................................................56
         12.02  NOTICES.........................................................................................56
         12.03  EXPENSES, ETC...................................................................................57
         12.04  AMENDMENTS, ETC.................................................................................57
         12.05  ASSIGNMENTS AND PARTICIPATIONS..................................................................58
         12.06  SURVIVAL........................................................................................61
         12.07  CAPTIONS........................................................................................61
         12.08  COUNTERPARTS; EFFECTIVENESS.....................................................................61
         12.09  GOVERNING LAW; JURISDICTION; SERVICE OF PROCESS; WAIVER OF JURY TRIAL; ETC......................61
         12.10  SUCCESSORS AND ASSIGNS..........................................................................62
         12.11  JUDGMENT CURRENCY...............................................................................62
         12.12  WAIVER OF NOTICE UNDER EXISTING CREDIT AGREEMENT................................................63


Annex I             -      Commitments
Schedule I          -      List of Indebtedness
Schedule II         -      List of Certain Liens

EXHIBIT A-1         -      Form of Opinion of Special Illinois Counsel
EXHIBIT A-2         -      Form of Opinion of Dale L. Matschullat, Esq.,
                             Vice-President - General Counsel to the
                             Company and its Subsidiaries
EXHIBIT B           -      Form of Opinion of Special New York Counsel to the
                             Administrative Agent
EXHIBIT C           -      Form of Competitive Bid Request
EXHIBIT D           -      Form of Competitive Bid
EXHIBIT E-1         -      Form of Designation Letter
EXHIBIT E-2         -      Form of Termination Letter
EXHIBIT F           -      Form of Assignment and Assumption
EXHIBIT G           -      Form of Assumption Agreement

                                     -iii-


                                CREDIT AGREEMENT


                  364-DAY CREDIT AGREEMENT dated as of June 14, 2002, between
NEWELL RUBBERMAID INC., a corporation duly organized and validly existing under
the laws of the State of Delaware (together with its successors, the "COMPANY");
each of the lenders which is a signatory hereto (together with its successors
and permitted assigns, individually, a "LENDER" and, collectively, the
"LENDERS"); and JPMORGAN CHASE BANK, as administrative agent for the Lenders (in
such capacity, together with its successors in such capacity, the
"ADMINISTRATIVE AGENT").

                  The Company has requested that the Lenders make loans to it
and the other Borrowers (as hereinafter defined) in an aggregate principal
amount not exceeding $650,000,000 at any one time outstanding. The Lenders are
prepared to make such loans upon the terms and conditions hereof, and,
accordingly, the parties agree as follows:


                  SECTION 1.  DEFINITIONS AND ACCOUNTING MATTERS.

                  1.01 CERTAIN DEFINED TERMS. As used herein, the following
terms shall have the following meanings (all terms defined in this Section 1 or
in other provisions of this Agreement in the singular to have the same meanings
when used in the plural and vice versa):

                  "ADJUSTED LIBO RATE" shall mean, for any LIBO Rate Loan for
any Interest Period, a rate per annum (rounded upwards, if necessary, to the
nearest 1/16 of 1%) determined by the Administrative Agent to be equal to the
LIBO Rate for the Interest Period for such Loan divided by 1 minus the Reserve
Requirement for such Loan for such Interest Period.

                  "ADMINISTRATIVE AGENT'S ACCOUNT" shall mean, in respect of any
Currency, such account as the Administrative Agent shall designate in a notice
to the Company and the Lenders.

                  "ADMINISTRATIVE QUESTIONNAIRE" shall mean an Administrative
Questionnaire in the form supplied by the Administrative Agent.

                  "AFFILIATE" shall mean, 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.

                  "ALTERNATIVE CURRENCY" shall mean at any time (a) Euros and
(b) any currency (other than Dollars and Euros) so long as at such time, (i)
such currency is dealt with in the London interbank deposit market, (ii) such
currency is freely transferable and convertible into Dollars in the London
foreign exchange market and (iii) no central bank or other governmental
authorization in the country of issue of such currency is required to permit use
of such currency by any Lender for making any Loan hereunder and/or to permit
the relevant Borrower to borrow and repay the principal thereof and to pay the
interest thereon, unless such authorization has been obtained and is in full
force and effect.

                  "APPLICABLE FACILITY FEE RATE", "APPLICABLE UTILIZATION FEE
RATE", "APPLICABLE MARGIN" and "APPLICABLE TERM LOAN PREMIUM" shall mean, during
any period when the Rating



is at one of the Rating Groups  specified  below, the percentage set forth below
opposite the reference to such fee or to the relevant Type of Committed Loan:




======================================================================================================================
                                        Rating          Rating           Rating           Rating          Rating
                                         Group           Group            Group           Group           Group
                                           I              II               III              IV              V
- ----------------------------------------------------------------------------------------------------------------------
                                                                                           
Applicable Facility                      0.05%           0.08%            0.10%           0.125%          0.175%
Fee Rate
- ----------------------------------------------------------------------------------------------------------------------
Applicable Margin for Committed
LIBOR Loans                              0.20%           0.32%            0.40%           0.50%           0.70%
- ----------------------------------------------------------------------------------------------------------------------
Applicable Margin for
Base Rate Loans                           0%              0%               0%               0%              0%
- ----------------------------------------------------------------------------------------------------------------------
Applicable Utilization Fee Rate
(GREATER THAN OR EQUAL TO 50%)           0.05%           0.10%           0.125%           0.125%          0.25%
- ----------------------------------------------------------------------------------------------------------------------
Applicable Term Loan Premium             0.25%           0.25%            0.25%           0.25%           0.25%
======================================================================================================================


Any change in the Applicable Facility Fee Rate, the Applicable Utilization Fee
Rate, the Applicable Margin or the Applicable Term Loan Premium by reason of a
change in the Moody's Rating, the Standard & Poor's Rating or the Fitch Rating
shall become effective on the date of announcement or publication by the
respective Rating Agency of a change in such Rating or, in the absence of such
announcement or publication, on the effective date of such changed rating.

                  "APPLICABLE LENDING OFFICE" shall mean for each Lender and for
each Type and Currency of Loan the lending office of such Lender (or of an
Affiliate of such Lender) designated for such Type and Currency of Loan in the
Administrative Questionnaire submitted by such Lender or such other office of
such Lender (or of an Affiliate of such Lender) as such Lender may from time to
time specify to the Administrative Agent and the Company.

                  "APPROVED DESIGNATED BORROWER" shall mean (i) any Domestic
Subsidiary that is a Wholly-Owned Subsidiary of the Company as to which a
Designation Letter has been delivered to the Administrative Agent and as to
which a Termination Letter shall not have been delivered to the Administrative
Agent, which Subsidiary has been approved as a borrower hereunder by all of the
Lenders, all in accordance with Section 2.04, and (ii) for the purposes of
Section 5.06, also the Company.

                  "ASSIGNMENT AND ASSUMPTION" shall mean an assignment and
assumption entered into by a Lender and an assignee (with the consent of any
party whose consent is required by Section 12.05), and accepted by the
Administrative Agent, in the form of Exhibit F or any other form approved by the
Administrative Agent.

                                      -2-


                  "ASSUMING LENDER" shall have the meaning assigned to that term
in Section 2.05(d)(i).

                  "ASSUMPTION AGREEMENT" shall mean an assumption agreement
entered into by the Company and an Assuming Lender pursuant to Section 2.05(d),
and accepted by the Administrative Agent, in the form of Exhibit G or any other
form approved by the Administrative Agent.

                  "BANKRUPTCY CODE" means the United States Bankruptcy Code of
1978, as amended from time to time.

                  "BASE RATE" shall mean, with respect to any Base Rate Loan,
for any day, the higher of (a) the Federal Funds Rate for such day plus 1/2 of
1% and (b) the Prime Rate for such day.

                  "BASE RATE LOANS" shall mean Loans which bear interest based
upon the Base Rate.

                  "BORROWERS" shall mean the Company, each Approved Designated
Borrower and each Designated Borrower.

                  "BUSINESS DAY" shall mean any day (a) that is not a Saturday,
Sunday or other day on which commercial banks are authorized or required to
close in New York City, (b) if such day relates to the giving of notices or
quotes in connection with a LIBOR Auction or to a borrowing of, a payment or
prepayment of principal of or interest on, Conversion of or into, or an Interest
Period for, a LIBO Rate Loan or a notice by the Company with respect to any such
borrowing, payment, prepayment, Conversion or Interest Period, also on which
dealings in deposits are carried out in the London interbank market and (c)(i)
if such day relates to the date on which the LIBO Rate is determined under this
Agreement for the Interest Period of any Loan denominated in Euros, that is also
a TARGET Day or (ii) if such day relates to a borrowing of, a payment or
prepayment of principal of or interest on, or an Interest Period for, any Loan
denominated in an Alternative Currency (other than Euros), or a notice by the
Company with respect to any such borrowing, payment, prepayment or Interest
Period, also a day commercial banks and the London foreign exchange market
settle payments for such Alternative Currency in the principal finance center
where such currency is cleared and settled (as determined by the Administrative
Agent).

                  "CAPITAL LEASE OBLIGATIONS" shall mean, as to any Person, the
obligations of such Person to pay rent or other amounts under a lease of (or
other agreement conveying the right to use) real and/or personal property which
obligations are required to be classified and accounted for as a capital lease
on a balance sheet of such Person under GAAP (including Statement of Financial
Accounting Standards No. 13 of the Financial Accounting Standards Board) and,
for purposes of this Agreement, the amount of such obligations shall be the
capitalized amount thereof, determined in accordance with GAAP (including such
Statement No. 13).

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

                                      -3-


                  "COMMITMENT" shall mean, as to each Lender, the obligation of
such Lender to make Committed Loans in an aggregate amount at any one time
outstanding equal to the amount set opposite such Lender's name on Annex I
hereto under the caption "Commitment" (as the same may be reduced or increased
from time to time pursuant to this Agreement). The original aggregate principal
amount of the Commitments is $650,000,000.

                  "COMMITMENT TERMINATION DATE" shall mean June 13, 2003;
PROVIDED that, if such date is not a Business Day, the Commitment Termination
Date shall be the next preceding Business Day.

                  "COMMITTED LOANS" shall mean the loans provided for by Section
2.01.

                  "COMMITTED LIBOR LOANS" shall mean Committed Loans the
interest rates on which are determined on the basis of Adjusted LIBO Rates.

                  "COMPETITIVE AFFILIATE LOAN" shall mean a Competitive Loan to
be made by an Affiliate of a Lender pursuant to Section 2.03(h).

                  "COMPETITIVE BID" shall have the meaning assigned to that term
in Section 2.03(c)(i).

                  "COMPETITIVE BID RATE" shall have the meaning assigned to that
term in Section 2.03(c)(ii)(D).

                  "COMPETITIVE BID REQUEST" shall have the meaning assigned to
that term in Section 2.03(b).

                  "COMPETITIVE BORROWING" shall have the meaning assigned to
that term in Section 2.03(b).

                  "COMPETITIVE LIBOR LOANS" shall mean Competitive Loans the
interest rates on which are determined on the basis of Adjusted LIBO Rates
pursuant to a LIBOR Auction.

                  "COMPETITIVE LOAN LIMIT" shall have the meaning assigned to
that term in Section 2.03(c)(ii).

                  "COMPETITIVE LOANS" shall mean the loans provided for by
Section 2.03.

                  "CONSOLIDATED EBITDA" shall mean, for any period, Consolidated
Net Income for such period PLUS, without duplication and to the extent deducted
in determining such Consolidated Net Income for such period, the sum of (a)
income tax expense, (b) interest expense, amortization or writeoff of debt
discount and debt issuance costs and commissions, discounts and other fees and
charges associated with Indebtedness (including the Loans), (c) depreciation and
amortization expense, (d) amortization of intangibles (including, but not
limited to, goodwill) and organization costs and (e) any extraordinary, unusual
or non-recurring charges or losses, and MINUS, to the extent included in
determining such Consolidated Net Income for such period, the sum of (a)
interest income, (b) any extraordinary, unusual or non-recurring

                                      -4-


income or gains (including, whether or not otherwise includable as a separate
item in the statement of such Consolidated Net Income for such period, gains on
the sales of assets outside of the ordinary course of business) and (c) any
other non-cash income, all as determined on a consolidated basis.

                  "CONSOLIDATED INTEREST EXPENSE" shall mean, for any period and
without duplication, total interest expense (including that attributable to
Capital Lease Obligations) of the Company and its Subsidiaries for such period
with respect to all outstanding Indebtedness of the Company and its Subsidiaries
accrued or capitalized during such period (whether or not actually paid during
such period) (including all commissions, discounts and other fees and charges
owed with respect to standby letters of credit and bankers' acceptance financing
and net costs under Swap Agreements in respect of interest rates to the extent
such net costs are allocable to such period in accordance with GAAP), but
excluding any interest expense for such period relating to quarterly or monthly
income preferred securities, quarterly income capital securities or other
similar securities.

                  "CONSOLIDATED NET INCOME" shall mean, for any period, the
consolidated net income (or loss) of the Company and its Subsidiaries,
determined on a consolidated basis in accordance with GAAP; PROVIDED that there
shall be excluded (a) the income (or deficit) of any Person accrued prior to the
date it becomes a Subsidiary of the Company or is merged into or consolidated
with the Company or any of its Subsidiaries, (b) the income (or deficit) of any
Person (other than a Subsidiary of the Company) in which the Company or any of
its Subsidiaries has an ownership interest, except to the extent that any such
income is actually received by the Company or such Subsidiary in the form of
dividends or similar distributions and (c) the undistributed earnings of any
Subsidiary of the Company to the extent that the declaration or payment of
dividends or similar distributions by such Subsidiary is not at the time
permitted by the terms of any security issued by the Company or any of its
Subsidiaries or of any agreement, instrument or other undertaking to which the
Company or any of its Subsidiaries is a party or by which any of them or their
respective property is bound (other than under any Credit Document) or
Requirement of Law applicable to such Subsidiary.

                  "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 ability to exercise voting power, by contract or
otherwise. "CONTROLLING" and "CONTROLLED" have meanings correlative thereto.

                  "CONVERT", "CONVERSION" and "CONVERTED" shall refer to a
conversion pursuant to Section 2.10(b) of one Type of Committed Loans into the
other Type of Committed Loans, which may be accompanied by a transfer by a
Lender (at its sole discretion) of a Committed Loan from one Applicable Lending
Office to another).

                  "CONTINUE", "CONTINUATION" and "CONTINUED" shall refer to a
continuation pursuant to Section 2.10(b) of a Committed LIBOR Loan from one
Interest Period to the next Interest Period.

                                      -5-


                  "CREDIT DOCUMENTS" shall mean this Agreement, the Notes, if
any, each Designation Letter and each Termination Letter.

                  "CREDIT EXTENSION" shall mean the making of any Loan
hereunder.

                  "CURRENCY" shall mean Dollars or any Alternative Currency.

                  "DEFAULT" shall mean an Event of Default or an event which
with notice or lapse of time or both would become an Event of Default.

                  "DESIGNATED BORROWER" shall mean any Wholly-Owned Subsidiary
of the Company as to which a Designation Letter has been delivered to the
Administrative Agent and as to which a Termination Letter shall not have been
delivered to the Administrative Agent in accordance with Section 2.04; and the
term "Designated Borrower" shall include any Approved Designated Borrower.

                  "DESIGNATION LETTER" shall have the meaning assigned to that
term in Section 2.04(a).

                  "DETERMINATION DATE" shall mean, for any Disposition, the last
day of the fiscal quarter ending on or immediately preceding the date of such
Disposition.

                  "DISPOSITION" shall have the meaning assigned to that term in
Section 8.07(vi).

                  "DISPOSITION PERIOD" shall mean, for any Disposition, a period
of twelve months ending on the date of such Disposition; PROVIDED that prior to
March 31, 2003 "Disposition Period" shall mean, as at any date of determination,
the period commencing on April 1, 2002 and ending on such determination date.

                  "DOLLAR EQUIVALENT" shall mean, with respect to any Loan
denominated in an Alternative Currency, the amount of Dollars that would be
required to purchase the amount of the Alternative Currency of such Loan on the
date such Loan is requested (or, (a) in the case of Competitive Loans, the date
of the related Competitive Bid Request and (b) in the case of any redenomination
under Section 3.03, on the date of such redenomination), based upon the
arithmetic mean (rounded upwards, if necessary, to the nearest 1/100 of 1%), as
determined by the Administrative Agent, of the spot selling rate at which the
Reference Banks offer to sell such Alternative Currency for Dollars in the
London foreign exchange market at approximately 11:00 a.m. London time for
delivery two Business Days later.

                  "DOLLARS" and "$" shall mean lawful money of the United States
of America.

                  "DOMESTIC SUBSIDIARY" shall mean any Subsidiary of the Company
that is incorporated under the laws of the United States of America or any State
thereof or the District of Columbia.

                  "EFFECTIVE DATE" shall mean the date on which the conditions
specified in Section 6.01 are satisfied (or waived in accordance with Section
12.04).

                                      -6-


                  "ENVIRONMENTAL AFFILIATE" shall mean, as to any Person, any
other Person whose liability (contingent or otherwise) for any Environmental
Claim such Person may have retained, assumed or otherwise become liable
(contingently or otherwise), whether by contract, operation of law or otherwise;
PROVIDED that each Subsidiary of such Person, and each former Subsidiary or
division of such Person transferred to another Person, shall in any event be an
"Environmental Affiliate" of such Person.

                  "ENVIRONMENTAL CLAIM" shall mean, with respect to any Person,
any notice, claim, demand or other communication (whether written or oral) by
any other Person alleging or asserting liability of such Person for
investigatory costs, cleanup costs, governmental response costs, damages to
natural resources or other Property, personal injuries, fines or penalties
arising out of, based on or resulting from (a) the presence, or release into the
environment, of any hazardous material at any location, whether or not owned by
such Person, or (b) circumstances forming the basis of any violation, or alleged
violation, of any Environmental Law.

                  "ENVIRONMENTAL LAWS" shall mean any and all Federal, state,
local and foreign statutes, laws, regulations, ordinances, rules, judgments,
orders, decrees, permits, concessions, grants, franchises, licenses, agreements
or other governmental restrictions relating to the environment or to emissions,
discharges, releases or threatened releases of pollutants, contaminants,
chemicals or industrial, toxic or hazardous substances or wastes into the
environment, including, without limitation, ambient air, surface water, ground
water or land, or otherwise relating to the manufacture, processing,
distribution, use, treatment, storage, disposal, transport or handling of
pollutants, contaminants, chemicals or industrial, toxic or hazardous substances
or wastes.

                  "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 Company, 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.

                  "EURO" shall mean the single currency of Participating Member
States of the European Union.

                  "EVENT OF DEFAULT" shall have the meaning assigned to that
term in Section 9.

                  "FEDERAL FUNDS RATE" shall mean, for any day, the weighted
average (rounded upwards, if necessary, to the nearest 1/100th of 1%) of the
rates on overnight Federal funds transactions with members of the Federal
Reserve System arranged by federal funds brokers on such day as published by the
Federal Reserve Bank of New York on the Business Day next succeeding such day,
PROVIDED that (i) if the day for which such rate is to be determined is not a
Business Day, the Federal Funds Rate for such day shall be such rate on such
transactions on the next preceding Business Day as so published on the next
succeeding Business Day, and (ii) if such rate is not so published for any day,
the Federal Funds Rate for such day shall be the average (rounded upwards, if
necessary, to the next 1/100th of 1%) of the quotations for such day

                                      -7-


for transactions received by the Administrative Agent from three Federal funds
brokers of recognized standing selected by it.

                  "FITCH" shall mean Fitch Investors Services, Inc. or any
successor thereto.

                  "FITCH RATING" shall mean, as of any date, the rating most
recently published by Fitch relating to the unsecured, long-term, senior debt
securities of the Company.

                  "FOREIGN CURRENCY EQUIVALENT" shall mean, with respect to any
amount in Dollars, the amount of any Alternative Currency that could be
purchased with such amount of Dollars using the reciprocal of foreign exchange
rate(s) specified in the definition of the term "Dollar Equivalent", as
determined by the Administrative Agent.

                  "FOREIGN SUBSIDIARY" shall mean any Subsidiary of the Company
that is not a Domestic Subsidiary.

                  "GAAP" shall mean generally accepted accounting principles
applied on a basis consistent with those which, in accordance with the last
sentence of Section 1.02(a), are to be used in making the calculations for
purposes of determining compliance with the provisions of this Agreement.

                  "GOVERNMENTAL AUTHORITY" shall mean any nation or government,
any state or other political subdivision thereof, any agency, authority,
instrumentality, regulatory body, court, central bank or other entity exercising
executive, legislative, judicial, taxing, regulatory or administrative functions
of or pertaining to government, any securities exchange and any self-regulatory
organization.

                  "GUARANTEE" of any Person shall mean any guarantee,
endorsement, contingent agreement to purchase or to furnish funds for the
payment or maintenance of, or any other contingent liability on or with respect
to, the Indebtedness, other obligations, net worth, working capital or earnings
of any other Person (including, without limitation, the liability of such Person
in respect of the Indebtedness of any partnership of which such Person is a
general partner), or the guarantee by such Person of the payment of dividends or
other distributions upon the stock of any other Person, or the agreement by such
Person to purchase, sell or lease (as lessee or lessor) property, products,
materials, supplies or services primarily for the purpose of enabling any other
Person to make payment of its obligations or to assure a creditor against loss,
and the verb "GUARANTEE" shall have a correlative meaning, PROVIDED that the
term "Guarantee" shall not include endorsements for collection or deposits in
the ordinary course of business.

                  "INCREASING LENDER" shall have the meaning assigned to that
term in Section 2.05(d)(i).

                  "INDEBTEDNESS" shall mean, as to any Person at any date
(without duplication): (i) indebtedness created, issued, incurred or assumed by
such Person for borrowed money or evidenced by bonds, debentures, notes or
similar instruments; (ii) all obligations of such Person to pay the deferred
purchase price of property or services, excluding, however, trade accounts
payable (other than for borrowed money) arising in, and accrued expenses
incurred in, the

                                      -8-


ordinary course of business of such Person so long as such trade accounts
payable are paid within 120 days of the date the respective goods are delivered
or the services are rendered; (iii) all Indebtedness of others secured by a Lien
on any asset of such Person, whether or not such Indebtedness is assumed by such
Person; (iv) all Indebtedness of others Guaranteed by such Person; (v) all
Capital Lease Obligations; (vi) reimbursement obligations of such Person
(whether contingent or otherwise) in respect of bankers acceptances, surety or
other bonds and similar instruments (other than commercial, standby or
performance letters of credit); (vii) unpaid reimbursement obligations of such
Person (other than contingent obligations) in respect of commercial, standby or
performance letters of credit; and (viii) debt securities or obligations
(including preferred debt securities) issued in connection with Permitted
Securitizations included as indebtedness in accordance with GAAP on a
consolidated balance sheet of such Person.

                  "INTEREST COVERAGE RATIO" shall mean, as at any date of
determination thereof, the ratio of (a) Consolidated EBITDA for the period of
four consecutive fiscal quarters ending on or most recently ended prior to such
date to (b) Consolidated Interest Expense for such period.

                  "INTEREST PERIOD" shall mean:

                  (a) with respect to any Committed LIBOR Loan, each period
         commencing on the date such Committed LIBOR Loan is made or Converted
         from a Committed Loan of another Type or the last day of the next
         preceding Interest Period for such Loan and ending on the numerically
         corresponding day in the first, second, third or sixth calendar month
         thereafter, as the Company (on its own behalf and on behalf of any
         other Borrower) may select as provided in Section 2.02, except that
         each Interest Period that commences on the last Business Day of a
         calendar month (or on any day for which there is no numerically
         corresponding day in the appropriate subsequent calendar month) shall
         end on the last Business Day of the appropriate subsequent calendar
         month;

                  (b) with respect to any Set Rate Loan, the period commencing
         on the date such Set Rate Loan is made and ending on any Business Day
         up to 180 days thereafter, as the Company may select as provided in
         Section 2.03(b); and

                  (c) with respect to any Competitive LIBOR Loan, the period
         commencing on the date such Competitive LIBOR Loan is made and ending
         on the numerically corresponding day in the first, second, third or
         sixth calendar month thereafter, as the Company may select as provided
         in Section 2.03(b), except that each Interest Period which commences on
         the last Business Day of a calendar month (or any day for which there
         is no numerically corresponding day in the appropriate subsequent
         calendar month) shall end on the last Business Day of the appropriate
         subsequent calendar month.

Notwithstanding the foregoing: (i) if any Interest Period would otherwise
commence before and end after the Commitment Termination Date or the maturity
date of the Term Loans as provided in Section 2.01(b), such Interest Period
shall not be available hereunder; (ii) each Interest Period which would
otherwise end on a day which is not a Business Day shall end on the next
succeeding Business Day (or, in the case of an Interest Period for any LIBO Rate
Loans, if such next succeeding Business Day falls in the next succeeding
calendar month, on the next preceding

                                      -9-


Business Day); and (iii) notwithstanding clause (i) above, no Interest Period
for any LIBO Rate Loans shall have a duration of less than one month and, if the
Interest Period for any such Loans would otherwise be a shorter period, such
Loans shall not be available hereunder.

                  "JPMCB" shall mean JPMorgan Chase Bank.

                  "JURISDICTION" shall mean, with respect to any Borrower, the
country or countries (including any political subdivision or taxing authority
thereof or therein) under whose laws such Borrower is organized or where such
Borrower is domiciled, resident or licensed or otherwise qualified to do
business or where any significant part of the Property of such Borrower is
located.

                  "LENDER AFFILIATE" shall have the meaning assigned to that
term in Section 2.03(h).

                  "LIBO RATE" shall mean, for any Interest Period for any LIBO
Rate Loan, the rate for deposits in the relevant Currency with a maturity
comparable to such Interest Period commencing on the first day of such Interest
Period appearing on Page 3750 of the Telerate Service (or on any successor or
substitute page of such Service, or any successor to or substitute for such
Service, providing rate quotations comparable to those currently provided on
such page for such Service, as determined by the Administrative Agent, with
written notice to the Company, from time to time for purposes of providing
quotations of interest rates applicable to such Currency deposits in the London
interbank market) at approximately 11:00 a.m., London time, on the Quotation
Date for such Currency; PROVIDED that the LIBO Rate for any LIBO Rate Loan
denominated in Pounds Sterling for any Interest Period shall be increased by any
Mandatory Costs (but only to the extent applicable to any Lender).

                  In the event that such rate is not available for any reason,
the LIBO Rate shall mean, with respect to such LIBO Rate Loan for such Interest
Period, the rate at which deposits of $1,000,000 (or, in the case where a LIBO
Rate Loan is a Currency other than Dollars, the Foreign Currency Equivalent
thereof) and for a maturity comparable to such Interest Period are offered by
the Reference Banks to leading banks in the London interbank market as of the
11:00 a.m., London time, on the Quotation Date for such Currency; PROVIDED that
(i) if any Reference Bank is not participating in any borrowing of LIBO Rate
Loans, the LIBO Rate for such Loans shall be determined by reference to the
amount of the Loan which such Reference Bank would have made had it been
participating in such Loans, (ii) in determining the LIBO Rate with respect to
any Competitive LIBOR Loan, each Reference Bank shall be deemed to have made a
Competitive LIBOR Loan in an amount equal to $1,000,000, (iii) each Reference
Bank agrees to use its best efforts to furnish timely information to the
Administrative Agent for purposes of determining the LIBO Rate and (iv) if any
Reference Bank does not furnish such timely information for determination of the
LIBO Rate, the Administrative Agent shall determine such interest rate on the
basis of timely information furnished by the remaining Reference Banks.

                  "LIBO RATE LOANS" shall mean Committed LIBOR Loans and
Competitive LIBOR Loans.

                  "LIBOR AUCTION" shall mean a solicitation of Competitive Bids
setting forth Margins based on the Adjusted LIBO Rate pursuant to Section 2.03.

                                      -10-


                  "LIEN" shall mean, with respect to any asset, any mortgage,
lien, pledge, charge, security interest or encumbrance of any kind in respect of
such asset. For the purposes of this Agreement, the Company or any Subsidiary
shall be deemed to own subject to a Lien any asset which it has acquired or
holds subject to the interest of a vendor or lessor under any conditional sale
agreement, capital lease or other title retention agreement relating to such
asset.

                  "LOANS" shall mean Committed Loans and Competitive Loans.

                  "MAJORITY LENDERS" shall mean Lenders having at least 51% of
(i) the aggregate amount of the Commitments and (ii) if the Commitments shall
have been terminated, the aggregate outstanding principal amount of all Loans.

                  "MANDATORY COST" shall mean, with respect to any Lender, the
cost, if any, imputed to such Lender of compliance with the cash ratio and
special deposit requirements of the Bank of England and/or the banking
supervision or other costs imposed by the Financial Services Authority during
the relevant period, as determined by the Bank of England and/or Financial
Services Authority during such relevant period.

                  "MARGIN" shall have the meaning assigned to that term in
Section 2.03(c)(ii)(C).

                  "MATERIAL ADVERSE EFFECT" shall mean a material adverse effect
on (i) the consolidated financial condition, operations, business or prospects
of the Company and its Subsidiaries (taken as a whole), (ii) the ability of the
Company or any Approved Designated Borrower that is a Significant Subsidiary to
perform its obligations under any of the Credit Documents to which it is a party
or (iii) the validity or enforceability of any of the Credit Documents.

                  "MOODY'S" shall mean Moody's Investors Service, Inc. or any
successor thereto.

                  "MOODY'S RATING" shall mean, as of any date, the rating most
recently published by Moody's relating to the unsecured, long-term, senior debt
securities of the Company.

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

                  "NET WORTH" shall mean, at any time, the consolidated
stockholders' equity of the Company and its Subsidiaries determined on a
consolidated basis without duplication in accordance with GAAP.

                  "NON-STRATEGIC PROPERTY" shall mean Property acquired as part
of the acquisition of a business made after March 31, 2001 that is designated by
resolution of the Board of Directors of the Company adopted no later than six
months after such acquisition as non-strategic Property.

                  "NOTES" shall mean the promissory notes provided for by
Section 2.09(d).

                                      -11-


                  "OBLIGOR" shall mean the Company, in its capacity as a
Borrower hereunder and in its capacity as a guarantor of Loans made to any other
Borrower under Section 11, and each other Borrower.

                  "OTHER CREDIT AGREEMENT" shall mean the Five-Year Credit
Agreement dated as of the date hereof, between the Borrowers, the banks party
thereto and JPMCB, as Administrative Agent.

                  "PBGC" shall mean the Pension Benefit Guaranty Corporation or
any entity succeeding to any or all its functions under ERISA.

                  "PARTICIPATING MEMBER STATE" shall mean any member of the
European Union that adopts or has adopted the Euro as its lawful currency in
accordance with the legislation of the European Union relating to the European
Monetary Union.
                  "PERMITTED SECURITIZATION" shall mean any transaction or
series of transactions that may be entered into by the Company or any of its
Subsidiaries pursuant to which the Company or such Subsidiary, as the case may
be, may sell, convey or otherwise transfer, or grant a security interest in, any
receivables (whether now existing or arising in the future) of the Company or
any of its Subsidiaries and any assets related thereto, including all collateral
securing such receivables, all contracts and all guarantees or other obligations
in respect of such receivables and the proceeds of such receivables; PROVIDED
that (a) there shall be no recourse under such securitization to the Company or
any of its other Subsidiaries other than pursuant to Standard Securitization
Undertakings and (b) the Administrative Agent shall be reasonably satisfied that
the terms of such securitization are in compliance with the terms of this
Agreement.

                  "PERSON" shall mean an individual, a corporation, a company, a
limited liability company, a voluntary association, a partnership, a trust, an
unincorporated organization or a government or any agency, instrumentality or
political subdivision thereof.

                  "PLAN" shall mean any employee pension benefit plan (other
than a Multiemployer Plan) which is or was established, sponsored, maintained or
contributed to, by the Company or any ERISA Affiliate and is or was subject to
the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of
ERISA.

                  "POST-DEFAULT RATE" shall mean, in respect of any principal of
any Loan or any other amount payable by any Borrower under this Agreement or any
Note which is not paid when due (whether at stated maturity, by acceleration or
otherwise), a rate per annum during the period commencing on the due date until
such amount is paid in full equal to the sum of 2% plus the Base Rate as in
effect from time to time plus the Applicable Margin for Base Rate Loans
(PROVIDED that, if such amount in default is principal of a LIBO Rate Loan or a
Set Rate Loan and the due date is a day other than the last day of the Interest
Period therefor, the "Post-Default Rate" for such principal shall be, for the
period commencing on the due date and ending on the last day of the Interest
Period therefor, 2% above the interest rate for such Loan as provided in Section
3.02 and, thereafter, the rate provided for above in this definition).

                  "POUNDS STERLING" shall mean lawful money of England.

                                      -12-


                  "PRIME RATE" shall mean the rate of interest publicly
announced from time to time by JPMCB as its prime rate in effect at the
Principal Office.

                  "PRINCIPAL OFFICE" shall mean the principal office of JPMCB,
located on the date hereof at 270 Park Avenue, New York, New York 10017.

                  "PROPERTY" shall mean any right or interest in or to property
of any kind whatsoever, whether real, personal or mixed and whether tangible or
intangible (including, without limitation, shares of capital stock).

                  "QUARTERLY DATES" shall mean the last Business Day of each
March, June, September and December, the first of which shall be the first such
day after the Effective Date.

                  "QUOTATION DATE" shall mean, for any Interest Period, (a) for
any Currency other than Pounds Sterling, the date two Business Days prior to the
commencement of such Interest Period and (b) for Pounds Sterling, the first day
of such Interest Period, PROVIDED that if market practice differs in the
relevant interbank market for any Currency, the "Quotation Date" for such
Currency shall be determined by the Administrative Agent in accordance with
market practice in the relevant interbank market (and if quotations would
normally be given by leading banks in the relevant interbank market on more than
one day, the "Quotation Date" shall be the last of such days).

                  "RATING" shall mean the Moody's Rating, the Standard & Poor's
Rating or the Fitch Rating.

                  "RATING AGENCY" shall mean Moody's, Standard & Poor's or
Fitch.

                  "RATING GROUP I" shall mean any two of the following: the
Moody's Rating is at or above Aa2, the Standard & Poor's Rating is at or above
AA or the Fitch Rating is at or above AA; "RATING GROUP II" shall mean (a) any
two of the following: the Moody's Rating is at or above A3, the Standard &
Poor's Rating is at or above A- or the Fitch Rating is at or above A- and (b)
Rating Group I is not in effect; "RATING GROUP III" shall mean (a) any two of
the following: the Moody's Rating is at or above Baa1, the Standard & Poor's
Rating is at or above BBB+ or the Fitch Rating is at or above BBB+ and (b)
neither Rating Group I nor Rating Group II is in effect; "RATING GROUP IV" shall
mean (a) any two of the following: the Moody's Rating is at or above Baa2, the
Standard & Poor's Rating is at or above BBB or the Fitch Rating is at or above
BBB and (b) neither Rating Group I, Rating Group II nor Rating Group III is in
effect; "RATING GROUP V" shall mean none of Rating Group I, Rating Group II,
Rating Group III and Rating Group IV is in effect; PROVIDED that (i) if at any
time the Company has two or three Ratings falling within two different Rating
Groups that are one Rating Group apart, the relevant Rating Group for purposes
of determining the Applicable Facility Fee Rate, the Applicable Utilization Fee
Rate, the Applicable Margin and the Applicable Term Loan Premium shall be the
Rating Group for the higher of the Moody's Rating (if any) or the Standard &
Poor's Rating (if any), (ii) if at any time the Company has two or three Ratings
falling within different Rating Groups that are two or more Rating Groups apart,
the relevant Rating Group for purposes of determining the Applicable Facility
Fee Rate, the Applicable Utilization Fee Rate, the Applicable Margin and the
Applicable Term Loan Premium shall be the Rating Group that is one

                                      -13-


level above the Rating Group for the lower (or the lowest, as the case may be)
of such Ratings and (iii) for this purpose of this proviso, Rating Group I is
higher than Rating Group II, Rating Group II is higher than Rating Group III,
Rating Group III is higher than Rating Group IV and Rating Group IV is higher
than Rating Group V).

                  "REFERENCE BANKS" shall mean Bank of America, N.A., Bank One,
NA. and JPMCB.

                  "REGISTER" shall have the meaning assigned to that term in
Section 12.05.

                  "REGULATION D" shall mean Regulation D of the Board of
Governors of the Federal Reserve System (or any successor), as the same may be
amended or supplemented from time to time.

                  "REGULATORY CHANGE" shall mean, with respect to any Lender,
any change after the date hereof (or, in the case of any Competitive LIBOR Loan,
the date of the Competitive Bid therefor), in United States Federal, state or
foreign law or regulations (including Regulation D) or the adoption or making
after such date of any interpretations, directives or requests applying to a
class of banks including such Lender of or under any United States Federal,
state or foreign law or regulations (whether or not having the force of law) by
any court or governmental or monetary authority charged with the interpretation
or administration thereof.

                  "REQUIREMENT OF LAW" shall mean, as to any Person, the
Certificate of Incorporation and By-Laws or other organizational or governing
documents of such Person, and any law, treaty, rule or regulation or
determination of an arbitrator or a court or other Governmental Authority, in
each case applicable to or binding upon such Person or any of its property or to
which such Person or any of its property is subject.

                  "RESERVE REQUIREMENT" shall mean, for any Interest Period for
any LIBO Rate Loan, the effective maximum rate at which reserves (including any
marginal, supplemental or emergency reserves) are required to be maintained
during such Interest Period under Regulation D by member banks of the Federal
Reserve System in New York City with deposits exceeding one billion Dollars
against "Eurocurrency liabilities" (as such term is used in Regulation D).
Without limiting the effect of the foregoing, the Reserve Requirement shall
reflect any other reserves required to be maintained by such member banks by
reason of any Regulatory Change against (i) any category of liabilities which
includes deposits by reference to which the LIBO Rate is to be determined or
(ii) any category of extensions of credit or other assets which includes LIBO
Rate Loans.

                  "SET RATE AUCTION" shall mean a solicitation of Competitive
Bids setting forth Competitive Bid Rates pursuant to Section 2.03.

                  "SET RATE LOANS" shall mean Competitive Loans the interest
rates on which are determined on the basis of Competitive Bid Rates pursuant to
a Set Rate Auction.

                  "SIGNIFICANT SUBSIDIARY" shall mean, at any time, any
Subsidiary of the Company if the revenues of such Subsidiary and its
Subsidiaries for the four consecutive fiscal quarters of

                                      -14-


such Subsidiary most recently ended (determined on a consolidated basis without
duplication in accordance with GAAP and whether or not such Person was a
Subsidiary of the Company during all or any part of the fiscal period of the
Company referred to below) exceed an amount equal to 7-1/2% of the revenues of
the Company and its Subsidiaries for the four consecutive fiscal quarters of the
Company most recently ended (determined on a consolidated basis without
duplication in accordance with GAAP and including such Subsidiary and its
Subsidiaries on a pro forma basis if such Subsidiary was not a Subsidiary of the
Company).

                  "STANDARD & POOR'S" shall mean Standard & Poor's Ratings
Services, or any successor thereto.

                  "STANDARD AND POOR'S RATING" shall mean, as of any date, the
rating most recently published by Standard & Poor's relating to the unsecured,
long-term, senior debt securities of the Company.

                  "STANDARD SECURITIZATION UNDERTAKINGS" shall mean
representations, warranties, covenants and indemnities entered into by the
Company or any Subsidiary that are reasonably customary in the non-recourse
securitization of receivables transactions.

                  "SUBSIDIARY" of any Person shall mean any corporation,
partnership, limited liability company or other entity of which at least a
majority of the outstanding shares of stock or other ownership interests having
by the terms thereof ordinary voting power to elect a majority of the board of
directors or other persons performing similar functions of such corporation,
partnership, limited liability company or other entity (irrespective of whether
or not at the time stock or other ownership interests of any other class or
classes of such corporation, partnership, limited liability company or other
entity shall have or might have voting power by reason of the happening of any
contingency) is at the time directly or indirectly owned or controlled by such
Person and/or one or more of the Subsidiaries of such Person. "WHOLLY-OWNED
SUBSIDIARY" shall mean any such corporation, partnership, limited liability
company or other entity of which all such shares or other ownership interests,
other than directors' qualifying shares or shares held by nominees to satisfy
any requirement as to minimum number of shareholders, are so owned or
controlled.

                  "SWAP AGREEMENT" shall mean any agreement with respect to any
swap, forward, future or derivative transaction or option or similar agreement
involving, or settled by reference to, one or more rates, currencies,
commodities, equity or debt instruments or securities, or economic, financial or
pricing indices or measures of economic, financial or pricing risk or value or
any similar transaction or any combination of these transactions; PROVIDED that
no phantom stock or similar plan providing for payments only on account of
services provided by current or former directors, officers, employees or
consultants of the Company or any of its Subsidiaries shall be a "Swap
Agreement".

                  "TARGET DAY" shall mean any day on which the Trans-European
Automated Real-time Gross Settlement Express Transfer payment system (or any
successor settlement system as determined by the Administrative Agent) is open
for settlement of payments in Euros.

                  "TAXES" shall have the meaning assigned to that term in
Section 5.06(a).

                                      -15-


                  "TERMINATION LETTER" shall have the meaning assigned to that
term in Section 2.04(a).

                  "TERM LOAN" shall have the meaning assigned to that term in
Section 2.01(b).

                  "TOTAL CAPITAL" shall mean the sum of (i) Net Worth plus (ii)
Total Indebtedness.

                  "TOTAL CONSOLIDATED ASSETS" shall mean, as at any time, the
total of all the assets appearing on a consolidated balance sheet of the Company
and its Subsidiaries determined in accordance with generally accepted accounting
principles applicable to the type of business in which the Company and such
Subsidiaries are engaged, and may be determined as of a date, selected by the
Company, not more than sixty days prior to the happening of the event for which
such determination is being made.

                  "TOTAL INDEBTEDNESS" shall mean, as at any time, the total
Indebtedness of the Company and its Subsidiaries determined on a consolidated
basis without duplication.

                  "TYPE" shall have the meaning assigned to that term in Section
1.03.

                  "WHOLLY-OWNED SUBSIDIARY" shall have the meaning assigned to
that term in the definition of the term "SUBSIDIARY".

                  1.02  ACCOUNTING TERMS AND DETERMINATIONS.

                  (a) All accounting terms used herein shall be interpreted,
and, unless otherwise disclosed to the Lenders in writing at the time of
delivery thereof in the manner described in subsection (b) below, all financial
statements and certificates and reports as to financial matters required to be
delivered to the Lenders hereunder shall be prepared, in accordance with
generally accepted accounting principles applied on a basis consistent with
those used in the preparation of the latest financial statements furnished to
the Lenders hereunder after the date hereof (or, until such financial statements
are furnished, consistent with those used in the preparation of the financial
statements referred to in Section 7.02(a)). All calculations made for the
purposes of determining compliance with the terms of Sections 8.07(a)(vi), 8.10
and 8.11 shall, except as otherwise expressly provided herein, be made by
application of generally accepted accounting principles applied on a basis
consistent with those used in the preparation of the annual or quarterly
financial statements furnished to the Lenders pursuant to Section 8.01 (or,
until such financial statements are furnished, consistent with those used in the
preparation of the financial statements referred to in Section 7.02(a)) unless
(i) the Company shall have objected to determining such compliance on such basis
at the time of delivery of such financial statements or (ii) the Majority
Lenders shall so object in writing within 30 days after delivery of such
financial statements, in either of which events such calculations shall be made
on a basis consistent with those used in the preparation of the latest financial
statements as to which such objection shall not have been made (which, if
objection is made in respect of the first financial statements delivered under
Section 8.01, shall mean the financial statements referred to in Section
7.02(a)).

                  (b) The Company shall deliver to the Lenders at the same time
as the delivery of any annual or quarterly financial statement under Section
8.01 (i) a description in reasonable

                                      -16-


detail of any material variation between the application of accounting
principles employed in the preparation of such statement and the application of
accounting principles employed in the preparation of the next preceding annual
or quarterly financial statements as to which no objection has been made in
accordance with the last sentence of subsection (a) above and (ii) reasonable
estimates of the difference between such statements arising as a consequence
thereof.

                  (c) To enable the ready and consistent determination of
compliance with the covenants set forth in Section 8, the Company shall not
change the last day of its fiscal year from December 31, or the last days of the
first three fiscal quarters in each of its fiscal years from March 31, June 30
and September 30, respectively.

                  1.03 TYPES OF LOANS. Loans hereunder are distinguished by
"Type" and by "Currency". The "Type" of a Loan refers to whether such Loan is a
Base Rate Loan, a Committed LIBOR Loan, a Competitive LIBOR Loan or a Set Rate
Loan, each of which constitutes a Type. Loans may be identified by both Type and
Currency.

                  1.04 TERMS GENERALLY. The definitions of terms herein shall
apply equally to 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".
Unless the context requires otherwise (a) any definition of or reference to any
agreement, instrument or other document herein shall be construed as referring
to such agreement, instrument or other document as from time to time amended,
supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein), (b) any reference
herein to any Person shall be construed to include such Person's successors and
assigns, (c) the words "herein", "hereof" and "hereunder", and words of similar
import, shall be construed to refer to this Agreement in its entirety and not to
any particular provision hereof, (d) all references herein to Sections, Annexes,
Exhibits and Schedules shall be construed to refer to Sections of, and Annexes,
Exhibits and Schedules to, this Agreement and (e) the words "asset" and
"property" shall be construed to have 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.

                  1.05. CURRENCIES; CURRENCY EQUIVALENTS; PROVISIONS RELATING TO
EUROPEAN MONETARY UNION. (a) At any time, any reference in the definition of the
term "Alternative Currency" or in any other provision of this Agreement to the
currency of any particular nation means the lawful currency of such nation at
such time whether or not the name of such currency is the same as it was on the
date hereof. For purposes of determining (i) whether the amount of any borrowing
of Loans, together with all other Loans then outstanding or to be borrowed at
the same time as such borrowing, would exceed the aggregate amount of the
Commitments, (ii) the aggregate unutilized amount of the Commitments and (iii)
the aggregate outstanding principal amount of the Loans, the outstanding
principal amount of any Loan that is denominated in any Alternative Currency
shall be deemed to be the Dollar Equivalent of the principal amount of such Loan
determined as of the date of such borrowing or thereafter as of the date such
Loan is Converted or Continued.

                                      -17-


                  (b) Wherever in this Agreement in connection with any Loan an
amount, such as a required minimum or multiple amount, is expressed in Dollars,
but such Loan is denominated in an Alternative Currency, such amount shall be
the relevant Foreign Currency Equivalent of such Dollar amount (rounded to the
nearest 1,000 units of such Alternative Currency), as determined by the
Administrative Agent.

                  (c) Each obligation hereunder of any party hereto that is
denominated in the currency of a state that is not a Participating Member State
on the date hereof shall, effective from the date on which such state becomes a
Participating Member State, be redenominated in Euro in accordance with the
legislation of the European Union applicable to the European Monetary Union;
PROVIDED that, if and to the extent that any such legislation provides that any
such obligation of any such party payable within such Participating Member State
by crediting an account of the creditor can be paid by the debtor either in
Euros or such currency, such party shall be entitled to pay or repay such amount
either in Euros or in such currency. If the basis of accrual of interest or fees
expressed in this Agreement with respect to an Alternative Currency of any
country that becomes a Participating Member State after the date on which such
currency becomes an Alternative Currency shall be inconsistent with any
convention or practice in the interbank market for the basis of accrual of
interest or fees in respect of the Euro, such convention or practice shall
replace such expressed basis effective as of and from the date on which such
state becomes a Participating Member State; PROVIDED that, with respect to any
borrowing denominated in such currency that is outstanding immediately prior to
such date, such replacement shall take effect at the end of the Interest Period
therefor. Without prejudice to the respective liabilities of the Company to the
Lenders and the Lenders to the Company under or pursuant to this Agreement, each
provision of this Agreement shall be subject to such reasonable changes of
construction as the Administrative Agent may from time to time reasonably
specify to be necessary or appropriate to reflect the introduction or changeover
to the Euro in any country that becomes a Participating Member State after the
date hereof.


                  SECTION 2.  COMMITMENTS.

                  2.01  LOANS.

                  (a) COMMITTED LOANS. Each Lender severally agrees, on the
terms of this Agreement, to make loans to the Company and any Approved
Designated Borrower in Dollars during the period from and including the
Effective Date to and including the Commitment Termination Date in an aggregate
principal amount at any one time outstanding up to but not exceeding the amount
of such Lender's Commitment as then in effect. Subject to the terms of this
Agreement, during such period the Company and the Approved Designated Borrowers
may borrow, repay and reborrow the amount of the Commitments by means of Base
Rate Loans and Committed LIBOR Loans and may Convert Committed Loans of one Type
into Committed Loans of the other Type (as provided in Section 2.10(b)) or
Continue Committed LIBOR Loans (as provided in Section 2.10(b)); PROVIDED that
the aggregate outstanding principal amount of all Committed Loans at any one
time shall not exceed the aggregate amount of the Commitments at such time; and
PROVIDED, FURTHER, that there may be no more than 30 different Interest Periods
for both Committed Loans and Competitive Loans outstanding at the same time (for
which purpose Interest Periods described in different lettered clauses of the
definition of the term "Interest

                                      -18-


Period" shall be deemed to be different Interest Periods even if they are
coterminous).

                  (b) TERM LOANS. Notwithstanding anything to the contrary
contained in Section 3.01, the Company may, by notice to the Administrative
Agent not later than 11:00 a.m. (New York City time) three Business Days prior
to the Commitment Termination Date, convert all Committed Loans made to the
Company that are outstanding on the Commitment Termination Date into term loans
in Dollars (such converted loans, each a "TERM LOAN" and collectively, the "TERM
LOANS") which shall mature, and be due and payable, on the date which is the
first anniversary of the Commitment Termination Date (or, if such date is not a
Business Day, the next preceding Business Day); PROVIDED that, both on the date
of such notice and on the Commitment Termination Date, (i) no Default shall have
occurred and be continuing and (ii) the representations and warranties set forth
in Section 7 shall be true and complete with the same force and effect as if
made on and as of the date of such conversion (or, if any such representation or
warranty is stated to have been made as of a specific date, as of such specific
date); and PROVIDED, FURTHER, that after giving effect to such conversion the
Lenders shall have no further obligation to make any additional Loans. Each Term
Loan shall bear interest, until the payment in full thereof, at the rates that
Loans of the same Type bear pursuant to this Agreement and shall otherwise
constitute a Loan for all purposes of this Agreement. The Company hereby
promises to pay to the Administrative Agent for account of the Lenders, on such
maturity date, the unpaid principal amount of all outstanding Term Loans.

                  2.02 BORROWINGS OF COMMITTED LOANS. The Company (on its own
behalf and on behalf of any other Approved Designated Borrower) shall give the
Administrative Agent (which shall promptly notify the Lenders) notice of each
borrowing hereunder of Committed Loans, which notice shall be irrevocable and
effective only upon receipt by the Administrative Agent, shall specify with
respect to the Committed Loans to be borrowed (i) the aggregate amount to be
borrowed, which shall be at least $1,000,000 in the case of Base Rate Loans and
$5,000,000 in the case of Committed LIBOR Loans (or in either case an integral
multiple of $1,000,000 in excess thereof), (ii) the Type and date (which shall
be a Business Day) and (iii) (in the case of Committed LIBOR Loans) the duration
of the Interest Period therefor, and each such notice shall be given not later
than 11:00 a.m. New York time on the day which is not less than the number of
Business Days prior to the date of such borrowing specified below opposite the
Type of such Loans:



                  TYPE                             NUMBER OF BUSINESS DAYS
                  ----                             -----------------------
                                                           
                  Base Rate Loans                             0
                  Committed LIBOR Loans                       3


Not later than 2:00 p.m. New York time on the date specified for each
borrowing of Committed Loans hereunder, each Lender shall, subject to Section
4.01(a), make available the amount of the Committed Loan or Loans to be made
by it on such date to the Administrative Agent, at the Administrative Agent's
Account for Dollars in immediately available funds, for account of the
relevant Borrower. The amount so received by the Administrative Agent shall,
subject to the terms and conditions of this Agreement, promptly be made
available to the relevant Borrower by depositing the same, in immediately
available funds, in an account of the relevant Borrower

                                      -19-


designated by the Company.

                  2.03  COMPETITIVE LOANS.

                  (a) In addition to borrowings of Committed Loans, the Company
(on its own behalf and on behalf of any other Borrower) may, as set forth in
this Section 2.03, request the Lenders to make offers to make Competitive Loans
to such Borrower in Dollars or in any Alternative Currency. The Lenders may, but
shall have no obligation to, make such offers and such Borrower may, but shall
have no obligation to, accept any such offers in the manner set forth in this
Section 2.03. Competitive Loans may be Competitive LIBOR Loans or Set Rate
Loans, PROVIDED that there may be no more than 30 different Interest Periods for
both Committed Loans and Competitive Loans outstanding at the same time (for
which purpose Interest Periods described in different lettered clauses of the
definition of the term "Interest Period" shall be deemed to be different
Interest Periods even if they are coterminous). Competitive Loans shall not
constitute a utilization of the Commitments.

                  (b) When any Borrower wishes to request offers to make
Competitive Loans, the Company (on its own behalf and on behalf of any other
Borrower) shall give the Administrative Agent (which shall promptly notify the
Lenders) notice in the form of Exhibit C hereto (a "COMPETITIVE BID REQUEST") so
as to be received no later than 11:00 a.m. New York time on (x) the fifth
Business Day prior to the date of borrowing proposed therein in the case of a
LIBOR Auction or (y) the Business Day next preceding the date of borrowing
proposed therein, in the case of a Set Rate Auction, specifying:

                  (i) the name of the Borrower, the Currency of such borrowing
         and the proposed date of such borrowing (a "COMPETITIVE BORROWING"),
         which shall be a Business Day;

                  (ii) the aggregate amount of such Competitive Borrowing, which
         shall be at least $5,000,000 or, in the case of Competitive Loans in an
         Alternative Currency, the Foreign Currency Equivalent thereof, and in
         an integral multiple of $1,000,000 in excess thereof (or the Foreign
         Currency Equivalent thereof, as applicable);

                  (iii) the duration of the Interest Period applicable thereto;
         and

                  (iv) whether the Competitive Bids requested are to set forth a
         Margin or a Competitive Bid Rate.

                  The Company (on its own behalf and on behalf of any other
Borrower) may request offers to make Competitive Loans for up to 15 different
Interest Periods in a single Competitive Bid Request; PROVIDED that the request
for each separate Interest Period shall be deemed to be a separate Competitive
Bid Request for a separate Competitive Borrowing. Except as otherwise provided
in the preceding sentence, no Competitive Bid Request shall be given within five
Business Days of any other Competitive Bid Request.

                  (c) (i) Any Lender may, by notice to the Administrative Agent
in the form of Exhibit D hereto (a "COMPETITIVE BID"), submit an offer to make a
Competitive Loan in response to any Competitive Bid Request; PROVIDED that, if
the request under Section 2.03(b) specified

                                      -20-


more than one Interest Period, such Lender may make a single submission
containing a separate offer for each such Interest Period and each such separate
offer shall be deemed to be a separate Competitive Bid. Each Competitive Bid
must be submitted to the Administrative Agent not later than (x) 2:00 p.m. (or,
in the case of Competitive Loans in an Alternative Currency, 11:00 a.m.) New
York time on the fourth Business Day prior to the proposed date of borrowing, in
the case of a LIBOR Auction or (y) 11:00 a.m. New York time on the proposed date
of borrowing, in the case of a Set Rate Auction; PROVIDED that any Competitive
Bid submitted by JPMCB (or its Applicable Lending Office) may be submitted, and
may only be submitted, if JPMCB (or such Applicable Lending Office) notifies the
Company of the terms of the offer contained therein not later than (x) 1:00 p.m.
(or, in the case of Competitive Loans in an Alternative Currency, 10:00 a.m.)
New York time on the fourth Business Day prior to the proposed date of
borrowing, in the case of a LIBOR Auction or (y) 10:45 a.m. New York time on the
proposed date of borrowing, in the case of a Set Rate Auction. Subject to
Sections 5.03 and 9, any Competitive Bid so made shall be irrevocable except
with the written consent of the Administrative Agent given on the instructions
of the Company.

                  (ii)  Each Competitive Bid shall specify:

                           (A) the name of the Borrower, the Currency of such
                  borrowing, the proposed date of borrowing and the Interest
                  Period therefor;

                           (B) the principal amount of the Competitive Loan for
                  which each such offer is being made, which principal amount
                  (x) may be greater than or less than the Commitment of the
                  quoting Lender, (y) must be at least $1,000,000 or, in the
                  case of a Competitive Loan in an Alternative Currency, the
                  Foreign Currency Equivalent thereof, and in an integral
                  multiple of $1,000,000 (or the Foreign Currency Equivalent
                  thereof, as applicable), and (z) may not exceed the principal
                  amount of the Competitive Borrowing for which offers were
                  requested;

                           (C) in the case of a LIBOR Auction, the margin above
                  or below the applicable Adjusted LIBO Rate (the "MARGIN")
                  offered for each such Competitive Loan, expressed as a
                  percentage (rounded to the nearest 1/10,000th of 1%) to be
                  added to or subtracted from the applicable Adjusted LIBO Rate;

                           (D) in the case of a Set Rate Auction, the rate of
                  interest per annum (rounded to the nearest 1/10,000th of 1%)
                  (the "COMPETITIVE BID RATE") offered for each such Competitive
                  Loan; and

                           (E) the identity of the quoting Lender.

No Competitive Bid shall contain qualifying, conditional or similar language or
propose terms other than or in addition to those set forth in the applicable
Competitive Bid Request and, in particular, no Competitive Bid may be
conditioned upon acceptance by the Company of all (or some specified minimum) of
the principal amount of the Competitive Loan for which such Competitive Bid is
being made; PROVIDED that the submission of any Lender containing more than one
Competitive Bid may be conditioned on the Company not accepting offers contained
in such submission that would result in such Lender making Competitive Loans
pursuant thereto in

                                      -21-


excess of a specified aggregate amount (the "COMPETITIVE LOAN LIMIT").

                  (d) The Administrative Agent shall (x) in the case of a Set
Rate Auction, as promptly as practicable after the Competitive Bid is submitted
(but in any event not later than 11:15 a.m. New York time) or (y) in the case of
a LIBOR Auction, by 4:00 p.m. (or, in the case of Competitive Loans in an
Alternative Currency, noon) New York time on the day a Competitive Bid is
submitted, notify the Company (which will promptly notify the relevant Borrower
if it is not the Company) of the terms (i) of any Competitive Bid submitted by a
Lender that is in accordance with Section 2.03(c) and (ii) of any Competitive
Bid that amends, modifies or is otherwise inconsistent with a previous
Competitive Bid submitted by such Lender with respect to the same Competitive
Bid Request. Any such subsequent Competitive Bid shall be disregarded by the
Administrative Agent unless such subsequent Competitive Bid is submitted solely
to correct a manifest error in such former Competitive Bid. The Administrative
Agent's notice to the Company shall specify (A) the aggregate principal amount
of the Competitive Borrowing for which offers have been received and (B) the
respective principal amounts and Margins or Competitive Bid Rates, as the case
may be, so offered by each Lender (identifying the Lender that made each
Competitive Bid).

                  (e) Not later than (x) 11:00 a.m. New York time on the third
Business Day (or, in the case of Competitive Loans in an Alternative Currency,
2:00 p.m. New York time on the fourth Business Day) prior to the proposed date
of borrowing, in the case of a LIBOR Auction or (y) 12:00 p.m. noon New York
time on the proposed date of borrowing, in the case of a Set Rate Auction, the
Company shall notify the Administrative Agent of its or the relevant Borrower's,
if the Borrower is not the Company, acceptance or nonacceptance of the offers so
notified to the Company pursuant to Section 2.03(d) (which notice shall specify
the aggregate principal amount of offers from each Lender for each Interest
Period that are accepted; and the failure of the Company to give such notice by
such time shall constitute non-acceptance) and the Administrative Agent shall
promptly notify each affected Lender of the acceptance or non-acceptance of its
offers. The notice by the Administrative Agent shall also specify the aggregate
principal amount of offers for each Interest Period that were accepted. The
Company (on its own behalf and on behalf of any other Borrower) may accept any
Competitive Bid in whole or in part (PROVIDED that any Competitive Bid accepted
in part from any Lender shall be in an integral multiple of $1,000,000 or, in
the case of a Competitive Loan in an Alternative Currency, the Foreign Currency
Equivalent thereof (rounded to the nearest 1,000 units of such Alternative
Currency)); PROVIDED that:

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

                  (ii) the aggregate principal amount of each Competitive
         Borrowing shall be at least $5,000,000 or, in the case of a borrowing
         of Competitive Loans in an Alternative Currency, the Foreign Currency
         Equivalent thereof, and in an integral multiple of $1,000,000 in excess
         thereof (or the Foreign Currency Equivalent thereof, as applicable);

                  (iii) acceptance of offers may, subject to clause (v) below,
         only be made in ascending order of Margins or Competitive Bid Rates, as
         the case may be; PROVIDED that

                                      -22-


         the Company need not accept on behalf of any Designated Borrower the
         offer of any Lender if payment of the interest on the relevant
         Competitive Loan would subject such Designated Borrower to the
         requirement of paying any additional amounts under Section 5.06(a) or
         if such interest payment would be subject to greater restrictions on
         deductibility for income tax purposes than the restriction applicable
         to interest payments made to other Lenders whose offers are accepted;

                  (iv) the Company (on its own behalf and on behalf of any other
         Borrower) may not accept any offer where the Administrative Agent has
         advised the Company that such offer fails to comply with Section
         2.03(c)(ii) or otherwise fails to comply with the requirements of this
         Agreement (including, without limitation, Section 2.03(a)); and

                  (v) the aggregate principal amount of each Competitive
         Borrowing from any Lender may not exceed any applicable Competitive
         Loan Limit of such Lender.

If offers are made by two or more Lenders with the same Margins or Competitive
Bid Rates, as the case may be, for a greater aggregate principal amount than the
amount in respect of which offers are accepted for the related Interest Period,
the principal amount of Competitive Loans in respect of which such offers are
accepted shall be allocated by the Company among such Lenders as nearly as
possible (in an integral multiple of $1,000,000 or, in the case of a borrowing
of Competitive Loans in an Alternative Currency, the Foreign Currency Equivalent
thereof) in proportion to the aggregate principal amount of such offers.
Determinations by the Company of the amounts of Competitive Loans shall be
conclusive in the absence of manifest error.

                  (f) Any Lender whose offer to make any Competitive Loan has
been accepted in accordance with the terms and conditions of this Section 2.03
shall, not later than 2:00 p.m. New York time (in the case of Loans denominated
in Dollars) or 11:00 a.m. local time in the location of the Administrative
Agent's Account (in the case of Loans denominated in an Alternative Currency) on
the date specified for the making of such Loan, make the amount of such Loan
available to the Administrative Agent at the Administrative Agent's Account for
the Currency of such Loan in immediately available funds. The amount so received
by the Administrative Agent shall, subject to the terms and conditions of this
Agreement, promptly be made available to the relevant Borrower on such date by
depositing the same, in immediately available funds, in an account of the
relevant Borrower designated by the Company.

                  (g) The amount of any Competitive Loan made by any Lender
shall not constitute a utilization of such Lender's Commitment.

                  (h) Subject to the terms and conditions of this Agreement,
each Foreign Subsidiary that is a Designated Borrower agrees that any
Competitive Loan to be made hereunder by any Lender that has an Affiliate (a
"LENDER AFFILIATE") in such Designated Borrower's Jurisdiction may be satisfied
by such Lender Affiliate at its sole discretion (such Loans are hereinafter
referred to as "COMPETITIVE AFFILIATE LOANS"). The Company and each Designated
Borrower hereby acknowledge and agree that any Lender Affiliate that makes a
Competitive Affiliate Loan shall have made such Loan in reliance upon, and shall
be entitled to

                                      -23-


the benefits of, this Agreement (including, without limitation, Section 11) and
shall be entitled to enforce rights hereunder in respect of such Loan as fully
as though it were a Lender party hereto.

                  2.04  BORROWINGS BY DESIGNATED BORROWERS.

                  (a) The Company may, at any time or from time to time,
designate one or more Wholly-Owned Subsidiaries as Borrowers hereunder by
furnishing to the Administrative Agent a letter (a "DESIGNATION LETTER") in
duplicate, substantially in the form of Exhibit E-1 hereto, duly completed and
executed by the Company and such Subsidiary. Any such designation of a Foreign
Subsidiary shall, and any such designation of a Domestic Subsidiary may,
restrict such Wholly-Owned Subsidiary to Competitive Loans, as set forth in the
relevant Designation Letter. Upon any such designation of a Subsidiary, such
Subsidiary shall be a Borrower entitled to borrow Competitive Loans only; and
upon approval by all of the Lenders (which approval shall not be unreasonably
withheld) of any Domestic Subsidiary as an Approved Designated Borrower (which
approval shall be evidenced by the Administrative Agent signing and returning to
the Company a copy of such Designation Letter) such Domestic Subsidiary shall be
an Approved Designated Borrower entitled to borrow both Committed Loans and
Competitive Loans. So long as all principal and interest on all Loans of any
Borrower (other than the Company) hereunder have been paid in full, the Company
may terminate the status of such Borrower as a Borrower hereunder by furnishing
to the Administrative Agent a letter (a "TERMINATION LETTER"), substantially in
the form of Exhibit E-2 hereto, duly completed and executed by the Company and
such Borrower. Any Termination Letter furnished in accordance with this Section
2.04 shall be effective upon receipt by the Administrative Agent (which shall
promptly notify the Lenders), whereupon the Lenders shall promptly deliver to
the Company (through the Administrative Agent) the Notes, if any, of such former
Borrower. Notwithstanding the foregoing, the delivery of a Termination Letter
with respect to any Borrower shall not terminate any obligation of such Borrower
theretofore incurred (including, without limitation, obligations under Sections
5.01, 5.05 and 5.06) or the obligations of the Company under Section 11 with
respect thereto.

                  (b) No Designation Letter with respect to an Approved
Designated Borrower may be amended, supplemented or otherwise modified without
the approval of the Majority Lenders.

                  2.05  CHANGES OF COMMITMENTS.

                  (a) Unless theretofore reduced to such amount pursuant to
paragraphs (b) and (c) below, the aggregate amount of the Commitments shall
automatically be reduced to zero on the Commitment Termination Date.

                  (b) The Company shall have the right to terminate or reduce
permanently the amount of the Commitments at any time or from time to time upon
not less than three Business Days' prior notice to the Administrative Agent
(which shall promptly notify the Lenders) of each such termination or reduction,
which notice shall specify the effective date thereof and the amount of any such
reduction (which shall be in an integral multiple of $5,000,000) and shall be
irrevocable and effective only upon receipt by the Administrative Agent;
PROVIDED that the Company may not at any time (i) terminate the Commitments in
whole if Committed Loans are then outstanding or (ii) reduce the aggregate
amount of the Commitments below the aggregate

                                      -24-


outstanding principal amount of the Committed Loans.

                  (c) The Commitments once terminated or reduced may not be
reinstated.

                  (d) (i) REQUESTS FOR INCREASE BY COMPANY. The Company may at
any time (but in no event more frequently that once during any three month
period) propose that the aggregate amount of the Commitments hereunder be
increased (each such proposed increase being a "COMMITMENT INCREASE"), by notice
to the Administrative Agent specifying the name of the Person or Persons that
will provide additional Commitments (which may be either an existing Lender
(each an "INCREASING LENDER") and/or any Person not then a Lender (each an
"ASSUMING LENDER")) and the date on which such increase is to be effective (the
"COMMITMENT INCREASE DATE"), which shall be a Business Day at least three
Business Days after delivery of such notice and prior to the Commitment
Termination Date; PROVIDED that:

                           (A) immediately after giving effect to such
                  Commitment Increase, the aggregate amount of the Commitments
                  hereunder and the commitments under the Other Credit Agreement
                  shall not exceed $1,500,000,000;

                           (B) each proposed Commitment Increase hereunder,
                  together with any proposed commitment increase to be effected
                  simultaneously under the Other Credit Agreement, shall be in
                  an aggregate minimum amount of $50,000,000, PROVIDED that the
                  minimum amount of the Commitment of any Assuming Lender as
                  part of such Commitment Increase shall be at least
                  $10,000,000;

                           (C) no Default shall have occurred and be continuing
                  on such Commitment Increase Date or shall result from the
                  proposed Commitment Increase;

                           (D) the representations and warranties contained in
                  Section 7 shall be correct on and as of the Commitment
                  Increase Date as if made on and as of such date (or, if any
                  such representation or warranty is expressly stated to have
                  been made as of a specific date, as of such specific date);
                  and

                           (E) immediately after giving effect to such
                  Commitment Increase, no Lender shall hold more than 20% of the
                  aggregate amount of the Commitments.

                  (ii) EFFECTIVENESS OF COMMITMENT INCREASE BY COMPANY. The
         Assuming Lender, if any, shall become a Lender hereunder as of such
         Commitment Increase Date and the Commitment of such Assuming Lender
         and/or the increase in the Commitment of any Increasing Lender shall
         become effective as of such Commitment Increase Date; PROVIDED that:

                           (A) the Administrative Agent shall have received on
                  or prior to 9:00 a.m., New York City time, on such Commitment
                  Increase Date a certificate of a duly authorized officer of
                  the Company stating that each of the applicable conditions to
                  such Commitment Increase set forth in this Section 2.05(d) has
                  been satisfied;

                                      -25-


                           (B) with respect to each Assuming Lender, the
                  Administrative Agent shall have received, on or prior to 9:00
                  a.m., New York City time, on such Commitment Increase Date, an
                  appropriate Assumption Agreement in substantially the form of
                  Exhibit G, duly executed by such Assuming Lender and the
                  Company and acknowledged by the Administrative Agent; and

                           (C) each Increasing Lender shall have delivered to
                  the Administrative Agent, on or prior to 9:00 a.m., New York
                  City time, on such Commitment Increase Date, confirmation in
                  writing satisfactory to the Administrative Agent as to its
                  increased Commitment, with a copy of such confirmation to the
                  Company.

                  (iii) RECORDATION INTO REGISTER. Upon its receipt of
         confirmation from a Lender that it is increasing its Commitment
         hereunder, together with the certificate referred to in clause (ii)(A)
         above, the Administrative Agent shall (A) record the information
         contained therein in the Register and (B) give prompt notice thereof to
         the Company. Upon its receipt of an Assumption Agreement executed by an
         Assuming Lender, together with the certificate referred to in clause
         (ii)(A) above, the Administrative Agent shall, if such Assumption
         Agreement has been completed and is in substantially the form of
         Exhibit G, (c) accept such Assumption Agreement, (y) record the
         information contained therein in the Register and (z) give prompt
         notice thereof to the Company.

                  (iv) ADJUSTMENTS OF BORROWINGS UPON EFFECTIVENESS OF INCREASE.
         In the event that the Administrative Agent shall have received notice
         from the Company as to any agreement with respect to a Commitment
         Increase on or prior to the Commitment Increase Date and the actions
         provided for in clause (ii) above shall have occurred by 9:00 a.m., New
         York City time, on such Commitment Increase Date, the Administrative
         Agent shall notify the Lenders (including any Assuming Lenders) of the
         occurrence of such Commitment Increase Date promptly on such date by
         facsimile transmission or electronic messaging system. On the date of
         such Commitment Increase, the Company shall (A) prepay the outstanding
         Committed Loans (if any) in full, (B) simultaneously borrow new
         Committed Loans hereunder in an amount equal to such prepayment, so
         that, after giving effect thereto, the Committed Loans are held ratably
         by the Lenders in accordance with their respective Commitments of such
         Lenders (after giving effect to such Commitment Increase) and (C) pay
         to the Lenders the amounts, if any, payable under Section 5.05.

                  2.06  FEES.

                  (a) FACILITY FEE. The Company agrees to pay to the
Administrative Agent for account of each Lender a facility fee on the amount of
such Lender's Commitment (whether or not utilized) for the period from and
including the date hereof to but not including the earlier of the date such
Commitment is terminated and the Commitment Termination Date, at a rate per
annum equal to the Applicable Facility Fee Rate; PROVIDED that, if such Lender
continues to have Loans outstanding after the termination of its Commitment
(including, without limitation, as a

                                      -26-


result of the conversion of Committed Loans pursuant to Section 2.01(b)), then
such facility fee shall continue to accrue on the aggregate daily amount of such
Lender's Loans from and including the date its Commitment terminates to but
excluding the date such Loans are paid in full. Accrued facility fees shall be
payable on each Quarterly Date in arrears and on (i) if no conversion of Loans
is effected pursuant to Section 2.01(b) and no Loans are otherwise outstanding
thereafter, the earlier of the date the Commitments are terminated and the
Commitment Termination Date or (ii) if such conversion is effected or any Loans
are otherwise outstanding after the earlier of the date the Commitments are
terminated and the Commitment Termination Date, the maturity date of the Term
Loans as specified in Section 2.01(b) (in the case of Term Loans) or the date
such Loans are paid in full (in the case of any other Loans).

                  (b) UTILIZATION FEE. The Company agrees to pay to the
Administrative Agent for account of each Lender a utilization fee, for each day
until the Loans are paid in full that the aggregate principal amount of the
Loans (including the Term Loans but excluding Competitive Loans) shall exceed
50% of the aggregate Commitments (or at any time following the conversion of
Committed Loans to Term Loans pursuant to Section 2.01(b) or the termination of
the Commitments for any other reason, the aggregate Commitments in effect
immediately prior to such conversion or termination, as the case may be), at a
rate per annum equal to the Applicable Utilization Fee Rate of the aggregate
outstanding principal amount of such Lender's Loans for such day. Accrued
utilization fees (if any) shall be payable on each date facility fees are
payable.

                  2.07 LENDING OFFICES. The Loans of each Type and Currency made
by each Lender shall be made and maintained at such Lender's Applicable Lending
Office for Loans of such Type and Currency.

                  2.08 SEVERAL OBLIGATIONS; REMEDIES INDEPENDENT. The failure of
any Lender to make any Loan to be made by it on the date specified therefor
shall not relieve any other Lender of its obligation to make its Loan on such
date, and no Lender shall be responsible for the failure of any other Lender to
make a Loan to be made by such other Lender. The amounts payable by any Borrower
at any time hereunder and under its Notes to each Lender shall be a separate and
independent debt and each Lender shall be entitled to protect and enforce its
rights arising out of this Agreement and the Notes, and it shall not be
necessary for any other Lender or the Administrative Agent to consent to, or be
joined as an additional party in, any proceedings for such purposes.

                  2.09  EVIDENCE OF DEBT.

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

                  (b) The Administrative Agent shall maintain accounts in which
it shall record (i) the date, amount, maturity date and interest rate of each
Loan made hereunder, the Type and Currency thereof and the Interest Period (if
any) applicable thereto, (ii) the amount of any

                                      -27-


principal or interest due and payable or to become due and payable from each
Borrower to each Lender hereunder and (iii) the amount of any sum received by
the Administrative Agent hereunder for the account of the Lenders and each
Lender's share thereof.

                  (c) The entries made in the accounts maintained pursuant to
clause (a) or (b) of this Section 2.09 shall be prima facie evidence of the
existence and amounts of the obligations recorded therein; PROVIDED 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 obligation of the Borrowers
to repay the Loans in accordance with the terms of this Agreement.

                  (d) Any Lender may request that Loans made by it to any
Borrower be evidenced by a promissory note of the appropriate Borrower. In such
event, the appropriate Borrower shall prepare, execute and deliver to such
Lender one or more promissory notes payable to the order of such Lender and in a
form approved by the Administrative Agent.

                  2.10  PREPAYMENTS; CONVERSIONS AND CONTINUATIONS.

                  (a) Loans may be prepaid without premium or penalty upon not
less than (a) (in the case of Base Rate Loans) one Business Day's, and (b) (in
the case of LIBOR Loans) three Business Days', prior notice to the
Administrative Agent (which shall promptly notify the Lenders), which notice
shall specify the prepayment date (which shall be a Business Day) and the amount
of the prepayment (which, in the case of partial prepayments, shall be in an
integral multiple of $1,000,000) and shall be irrevocable and effective only
upon receipt by the Administrative Agent not later than 11:00 a.m. New York time
on the number of Business Days specified above prior to the relevant date of
prepayment, PROVIDED that interest on the principal of any Loans prepaid,
accrued to the prepayment date, shall be paid on the prepayment date.

                 (b) The Company (on its own behalf and on behalf of any other
Approved Designated Borrower) shall have the right to Convert Committed Loans of
one Type into Committed Loans of another Type or Continue Committed LIBOR Loans
as such at any time or from time to time, upon not less than (i) (in the case of
any Conversion into Base Rate Loans) one Business Day's, and (b) (in the case of
any Conversion into, or Continuation as, LIBO Rate Loans), three Business Days',
prior notice to the Administrative Agent (which shall promptly notify the
Lenders), which notice shall specify the amount (which shall be in an integral
multiple of $1,000,000) and Type of each Committed Loan to be Converted or
Continued (and, in the case of a Conversion, the Type of Loan to result from
such Conversion), the duration of the Interest Period for any LIBO Rate Loans to
be Continued or to result from such Conversion, and the date of Conversion or
Continuation (which shall be a Business Day) and shall be irrevocable and
effective only upon receipt by the Administrative Agent not later than 11:00
a.m. New York time on the number of Business Days specified above prior to the
relevant date of Conversion or Continuation. In the event that the Company fails
to select the Type of Loan or the duration of any Interest Period for any LIBO
Rate Loan, within the time period specified above, such Loan (if outstanding as
a LIBO Rate Loan) will be automatically Converted into a Base Rate Loan on the
last day of the then current Interest Period for such Loan or (if outstanding as
a Base Rate Loan) will remain as, or (if not then outstanding) will be made as,
a Base Rate Loan.

                                      -28-


                  SECTION 3.  PAYMENTS OF PRINCIPAL AND INTEREST.

                  3.01  REPAYMENT OF LOANS.

                  (a) Each Borrower hereby promises to pay to the Administrative
Agent for account of each Lender the principal amount of each Committed Loan
made by such Lender to such Borrower in the Currency of such Committed Loan, and
each Committed Loan shall mature, on the Commitment Termination Date.

                  (b) Each Borrower hereby promises to pay to the Administrative
Agent for account of each Lender the principal amount of each Competitive Loan
made by such Lender to such Borrower in the Currency of such Competitive Loan,
and each Competitive Loan shall mature, on the last day of the Interest Period
therefor.

                  3.02  INTEREST.

                  (a) Each Borrower hereby promises to pay to the Administrative
Agent for account of each Lender interest on the unpaid principal amount of each
Loan made by such Lender to such Borrower, in the Currency of such Loan, for the
period commencing on the date of such Loan to but excluding the date such Loan
shall be paid in full, at the following rates per annum:

                  (i) during such period as such Loan is a Base Rate Loan, the
         Base Rate (as in effect from time to time) plus (in the case of Term
         Loans) the Applicable Term Loan Premium;

                  (ii) during such period as such Loan is a Committed LIBOR
         Loan, for each Interest Period relating thereto, the Adjusted LIBO Rate
         for such Loan for such Interest Period plus the sum of (A) the
         Applicable Margin and (B) (in the case of Term Loans) the Applicable
         Term Loan Premium;

                  (iii) if such Loan is a Competitive LIBOR Loan, the Adjusted
         LIBO Rate for such Loan for the Interest Period therefor plus (or
         minus) the Margin quoted by the Lender making such Loan in accordance
         with Section 2.03; and

                  (iv) if such Loan is a Set Rate Loan, the Competitive Bid Rate
         for such Loan for the Interest Period therefor quoted by the Lender
         making such Loan in accordance with Section 2.03.

Notwithstanding the foregoing, each Borrower hereby promises to pay to the
Administrative Agent for account of each Lender interest at the applicable
Post-Default Rate on any principal of any Loan made by such Lender to such
Borrower, and (to the fullest extent permitted by law) on any other amount
payable by such Borrower hereunder or under the Note of such Borrower held by
such Lender to or for account of such Lender, which shall not be paid in full
when due (whether at stated maturity, by acceleration or otherwise), for the
period commencing on the due date thereof until the same is paid in full.

                                      -29-


                  (b) Accrued interest on each Loan shall be payable (i) (in the
case of a Base Rate Loan) quarterly on the Quarterly Dates, (ii) in the case of
a LIBOR Rate Loan, on the last day of each Interest Period therefor and, if such
Interest Period is longer than three months, at three-month intervals following
the first day of such Interest Period and (iii) (in the case of any Committed
LIBOR Loan Converted into a Base Rate Loan pursuant to Section 2.10(b)) on the
date of Conversion (but only on the principal amount so Converted), except that
interest payable at the Post-Default Rate shall be payable from time to time on
demand.

                  (c) Promptly after the determination of any Adjusted LIBO Rate
provided for herein, the Administrative Agent shall (i) notify the Lenders to
which interest at such Adjusted LIBO Rate is payable and the Company thereof and
(ii) at the request of the Company, furnish to the Company a copy of Page 3750
of the Telerate Service (or such successor or substitute page of such Service,
or any successor to or substitute for such service, providing rate quotations
comparable to those currently provided on such page for such Service) on the
basis of which the relevant LIBO Rate was determined. At any time that the
Administrative Agent determines the Adjusted LIBO Rate on a basis other than
using Page 3750 of the Telerate Service, the Administrative Agent shall promptly
notify the Company.

                  3.03 REDENOMINATION. Anything in Section 3.01 or 3.02 to the
contrary notwithstanding, if any Borrower shall fail to pay any principal or
interest denominated in any Alternative Currency on the original due date
therefor (without giving effect to any acceleration under Section 9), the amount
so in default shall automatically be redenominated in Dollars on such original
due date therefor in an amount equal to the Dollar Equivalent therefor.


                  SECTION 4.  PAYMENTS; PRO RATA TREATMENT; COMPUTATIONS; ETC.

                  4.01  PAYMENTS.

                  (a) Except to the extent otherwise provided herein, all
payments of principal of and interest on Loans made in Dollars, and other
amounts (other than the principal of and interest on Loans made in an
Alternative Currency) payable by any Obligor under this Agreement and the Notes,
shall be made in Dollars, and all payments of principal of and interest on Loans
made in an Alternative Currency shall (except as otherwise provided in Section
3.03) be made in such Alternative Currency, in immediately available funds,
without deduction, set-off or counterclaim, to the Administrative Agent's
Account for such Currency, for account of the Lenders, not later than 2:00 p.m.
New York time (in the case of Loans denominated in Dollars) or 11:00 a.m. local
time in the location of the Administrative Agent's Account (in the case of Loans
denominated in an Alternative Currency), on the date on which such payment shall
become due (each such payment made after such time on such due date to be deemed
to have been made on the next succeeding Business Day).

                  (b) If any Borrower shall default in the payment when due of
any principal, interest or other amounts to be made by such Borrower under this
Agreement or the Notes, any Lender for whose account any such payment is to be
made may (but shall not be obligated to) debit the amount of any such payment
due such Lender which is not made by such time to any

                                      -30-


ordinary deposit account of such Borrower with such Lender (with notice to the
Company and the Administrative Agent).

                  (c) The Company on its behalf and on behalf of any other
Borrower shall, at the time of making each payment under this Agreement or any
Note for account of any Lender, specify to the Administrative Agent the Loans or
other amounts payable by such Borrower hereunder to which such payment is to be
applied (and in the event that the payor fails to so specify, or if an Event of
Default has occurred and is continuing, such Lender may apply such payment
received by it from the Administrative Agent to such amounts then due and owing
to such Lender as such Lender may determine).

                  (d) Each payment received by the Administrative Agent under
this Agreement or any Note for account of any Lender shall be paid promptly to
such Lender, in immediately available funds.

                  (e) If the due date of any payment under this Agreement or any
Note would otherwise fall on a day which is not a Business Day such date shall
be extended to the next succeeding Business Day and interest shall be payable
for any principal so extended for the period of such extension.

                  4.02 PRO RATA TREATMENT. Except to the extent otherwise
provided herein: (a) each borrowing from the Lenders of Committed Loans and the
Term Loans under Section 2.01 shall be made from the Lenders, each payment of
fees under Section 2.06 shall be made for account of the Lenders, and each
reduction of the amount or termination of the Commitments under Section 2.05
shall be applied to the Commitments of the Lenders, pro rata according to the
amounts of their respective Commitments, and the Conversion or Continuation of
Committed Loans of a particular Type (other than Conversions provided for by
Section 5.04) shall be made pro rata among the relevant Lenders according to
their respective Commitments; (b) each payment of principal of Committed Loans
and the Term Loans by any Borrower shall be made for account of the Lenders pro
rata in accordance with the respective unpaid principal amounts of the Committed
Loans or the Term Loans, as the case may be, held by the Lenders; and (c) each
payment of interest on Committed Loans and the Term Loans by any Borrower shall
be made for account of the Lenders pro rata in accordance with the amounts of
interest due and payable to the respective Lenders; PROVIDED that, if an Event
of Default shall have occurred and be continuing, each payment of principal of
and interest on the Loans and other amounts owing hereunder by any Borrower
shall be made for account of the Lenders pro rata in accordance with the
aggregate amounts of all principal of and interest on the Loans and all other
amounts owing hereunder by such Borrower then due and payable to the respective
Lenders.

                  4.03 COMPUTATIONS. Interest on Loans and the fees payable
pursuant to Section 2.06 shall be computed on the basis of a year of 360 days
and actual days elapsed (including the first day but excluding the last day)
occurring in the period for which payable; PROVIDED that interest on Base Rate
Loans and Loans in Pounds Sterling shall be computed on the basis of a year of
365 or 366 days, as the case may be, and actual days elapsed (including the
first day but excluding the last day) occurring in the period for which payable.

                                      -31-


                  4.04 NON-RECEIPT OF FUNDS BY THE ADMINISTRATIVE AGENT. Unless
the Administrative Agent shall have been notified by a Lender or the Company on
behalf of any Borrower (each, a "PAYOR") prior to the time by, and on the date
on, which such Payor is scheduled to make payment to the Administrative Agent of
(in the case of a Lender) the proceeds of a Loan to be made by it hereunder or
(in the case of any Borrower) a payment to the Administrative Agent for account
of one or more of the Lenders hereunder (such payment being herein called the
"REQUIRED PAYMENT"), which notice shall be effective upon receipt, that it does
not intend to make the Required Payment to the Administrative Agent, the
Administrative Agent may assume that the Required Payment has been made and may,
in reliance upon such assumption (but shall not be required to), make the amount
thereof available to the intended recipient(s) on such date; and, if the Payor
has not in fact made the Required Payment to the Administrative Agent, the
recipient(s) of such payment shall, on demand, repay to the Administrative Agent
the amount so made available together with interest thereon in respect of each
day during the period commencing on the date such amount was so made available
by the Administrative Agent to but not including the date the Administrative
Agent recovers such amount (the "ADVANCE PERIOD") at a rate per annum equal to
(a) if the recipient is a Borrower, the Base Rate in effect on such day and (b)
if the recipient is a Lender, the Federal Funds Rate in effect on such day; and,
if such recipient(s) shall fail promptly to make such payment, the
Administrative Agent shall be entitled to recover such amount, on demand, from
the Payor, together with interest thereon for each day during the Advance Period
at a rate per annum equal to (i) if the Payor is a Borrower, the rate of
interest payable on the Required Payment as provided in the second sentence of
Section 3.02(a) and (ii) if the Payor is a Lender, during the period commencing
on the date such amount was so made available to but excluding the date three
Business Days following such date, the Federal Funds Rate in effect on such day
and, thereafter, the Base Rate in effect on such day.

                  4.05  SET-OFF; SHARING OF PAYMENTS.

                  (a) Each Obligor agrees that, in addition to (and without
limitation of) any right of set-off, bankers' lien or counterclaim a Lender may
otherwise have, each Lender shall be entitled, at its option, to offset balances
held by it for account of such Obligor at any of its offices, in Dollars or in
any other Currency, against any principal of or interest on any of such Lender's
Loans which is not paid when due (regardless of whether such balances are then
due to such Obligor) in which case it shall promptly notify such Obligor
(through notice to the Company) and the Administrative Agent thereof, PROVIDED
that such Lender's failure to give such notice shall not affect the validity
thereof.

                  (b) If any Lender shall obtain payment of any principal of or
interest on any Committed Loan made by it under this Agreement through the
exercise of any right of set-off, bankers' lien or counterclaim or similar right
or otherwise, and, as a result of such payment, such Lender shall have received
a greater percentage of the amounts then due hereunder to such Lender in respect
of Committed Loans than the percentage received by any other Lenders, it shall
promptly purchase from such other Lenders participations in (or, if and to the
extent specified by such Lender, direct interests in) the Committed Loans made
by such other Lenders (or in the interest thereon, as the case may be) in such
amounts, and make such other adjustments from time to time as shall be
equitable, to the end that all the Lenders shall share the benefit of

                                      -32-


such excess payment (net of any expenses which may be incurred by such Lender in
obtaining or preserving such excess payment) pro rata in accordance with the
unpaid principal and interest on the Committed Loans held by each of the
Lenders. To such end all the Lenders shall make appropriate adjustments among
themselves (by the resale of participations sold or otherwise) if such payment
is rescinded or must otherwise be restored. Each Obligor agrees that any Lender
so purchasing a participation (or direct interest) in the Committed Loans made
by other Lenders (or in the interest thereon, as the case may be) may exercise
all rights of set-off, bankers' lien, counterclaim or similar rights with
respect to such participation as fully as if such Lender were a direct holder of
Loans (or in the interest thereon, as the case may be) in the amount of such
participation. Nothing contained herein shall require any Lender to exercise any
such right or shall affect the right of any Lender to exercise, and retain the
benefits of exercising, any such right with respect to any other indebtedness or
obligation of any Obligor. If under any applicable bankruptcy, insolvency or
other similar law, any Lender receives a secured claim in lieu of a set-off to
which this Section 4.05 applies, such Lender shall, to the extent practicable,
exercise its rights in respect of such secured claim in a manner consistent with
the rights of the Lenders entitled under this Section 4.05 to share in the
benefits of any recovery on such secured claim.


                  SECTION 5.  YIELD PROTECTION AND ILLEGALITY.

                  5.01  ADDITIONAL COSTS.

                  (a) Each Borrower shall pay directly to each Lender from time
to time such amounts as such Lender may determine to be necessary to compensate
such Lender for any costs that such Lender determines are attributable to its
making or maintaining of any LIBO Rate Loans or Set Rate Loans or its obligation
to make any LIBO Rate Loans hereunder, or any reduction in any amount receivable
by such Lender hereunder in respect of any of such Loans or such obligation
(such increases in costs and reductions in amounts receivable being herein
called "ADDITIONAL COSTS"), resulting from any Regulatory Change that:

                  (i) changes the basis of taxation of any amounts payable to
         such Lender under this Agreement or its Notes in respect of any of such
         Loans (other than taxes imposed on or measured by the overall net
         income of such Lender or of its Applicable Lending Office for any of
         such Loans by the jurisdiction in which such Lender has its principal
         office or such Applicable Lending Office); or

                  (ii) imposes or modifies any reserve, special deposit or
         similar requirements (other than the Reserve Requirement utilized in
         the determination of the Adjusted LIBO Rate for such Loan and Mandatory
         Costs utilized in the determination of the LIBO Rate for such Loan)
         relating to any extensions of credit or other assets of, or any
         deposits with or other liabilities of, such Lender (including, without
         limitation, any of such Loans or any deposits referred to in the
         definition of "LIBO Rate" in Section 1.01), or any commitment of such
         Lender (including, without limitation, the Commitment of such Lender
         hereunder); or

                  (iii) imposes any other condition affecting this Agreement or
         its Notes (or any of such extensions of credit or liabilities) or its
         Commitment.

                                      -33-


If any Lender requests compensation from any Borrower under this Section
5.01(a), the Company may, by notice to such Lender (with a copy to the
Administrative Agent), suspend the obligation of such Lender thereafter to make
or Continue LIBO Rate Loans or to Convert Base Rate Loans into LIBO Rate Loans,
until the Regulatory Change giving rise to such request ceases to be in effect
(in which case the provisions of Section 5.04 shall be applicable), PROVIDED
that such suspension shall not affect the right of such Lender to receive the
compensation so requested.

                  (b) Without limiting the effect of the foregoing provisions of
this Section 5.01 (but without duplication), if any Lender determines that any
Regulatory Change regarding capital requirements 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 by such Lender to a level below that which such Lender or such
Lender's holding company could have achieved but for such Regulatory Change
(taking into consideration such Lender's policies and the policies of such
Lender's holding company with respect to capital adequacy), then from time to
time the Company will 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) Each Lender shall notify the Company of any event
occurring after the date hereof entitling such Lender to compensation under
paragraph (a) or (b) of this Section 5.01 as promptly as practicable, but in any
event within 45 days, after such Lender obtains actual knowledge thereof. If any
Lender fails to give such notice within 45 days after it obtains actual
knowledge of such an event, such Lender shall, with respect to compensation
payable pursuant to this Section 5.01 in respect of any costs resulting from
such event, only be entitled to payment under this Section 5.01 for costs
incurred from and after the date 45 days prior to the date that such Lender does
give such notice. Each Lender will furnish to the Company a certificate setting
forth the basis and amount of each request by such Lender for compensation under
paragraph (a) or (b) of this Section 5.01. Determinations and allocations by any
Lender for purposes of this Section 5.01 of the effect of any Regulatory Change
pursuant to paragraph (a) of this Section 5.01, or of the effect of capital
maintained pursuant to paragraph (b) of this Section 5.01, on its costs or rate
of return of maintaining Loans or its obligation to make Loans, or on amounts
receivable by it in respect of Loans, and of the amounts required to compensate
such Lender under this Section 5.01, shall be conclusive absent manifest error,
PROVIDED that such determinations and allocations are made on a reasonable
basis.

                  (d) Each Lender will designate a different Applicable Lending
Office for the Loans of such Lender affected by any event specified in
paragraphs (a) or (b) of this Section 5.01 or in Section 5.03 if such
designation will avoid the need for, or reduce the amount of, such compensation
or suspension, as the case may be, and will not, in the sole opinion of such
Lender, be disadvantageous to such Lender.

                  5.02 LIMITATION ON TYPES OF LOANS. Anything herein to the
contrary notwithstanding:

                  (a) if the LIBO Rate for any Currency is to be determined
         under the second

                                      -34-


         paragraph of the definition of "LIBO Rate" and the Administrative
         Agent determines (which determination shall be conclusive) that no
         quotation from any Reference Lender of interest rates for the
         relevant deposits referred to in such paragraph are not being
         provided in the relevant amounts or for the relevant maturities for
         purposes of determining rates of interest for LIBO Rate Loans as
         provided herein; or

                  (b) if the LIBO Rate for any Currency is being determined
         under the second paragraph of the definition of "LIBO Rate" and the
         Majority Lenders determine (or any Lender that has outstanding a
         Competitive Bid with respect to a Competitive LIBOR Loan, determines),
         which determination shall be conclusive, and notify (or notifies, as
         the case may be) the Administrative Agent that the relevant rates of
         interest referred to in the second paragraph of the definition of "LIBO
         Rate" do not adequately cover the cost to such Lenders (or such quoting
         Lender) of making or maintaining its LIBO Rate Loans in such Currency;

then the Administrative Agent shall give the Company and each Lender prompt
notice thereof, and so long as such condition remains in effect, the Lenders (or
such quoting Lender) shall be under no obligation to make additional LIBO Rate
Loans in such Currency, to Continue LIBO Rate Loans in such Currency or to
Convert Loans of another Type or Currency into LIBO Rate Loans in such Currency.

                  5.03 ILLEGALITY. Notwithstanding any other provision of this
Agreement, in the event that it becomes unlawful for any Lender or its
Applicable Lending Office to honor its obligation to make or maintain LIBO Rate
Loans hereunder in any Currency, then such Lender shall promptly notify the
Company thereof (with a copy to the Administrative Agent) and such Lender's
obligation to make or Continue, or Convert Base Rate Loans into, Committed LIBOR
Loans in such Currency shall be suspended until such time as such Lender may
again make and maintain Committed LIBOR Loans in such Currency (in which case
the provisions of Section 5.04 shall be applicable), and such Lender shall no
longer be obligated to make any Competitive LIBOR Loan in such Currency that it
has offered to make.

                  5.04 BASE RATE LOANS PURSUANT TO SECTIONS 5.01 AND 5.03. If
the obligation of any Lender to make, Continue, or to Convert Base Rate Loans
into, any LIBO Rate Loans in Dollars shall be suspended pursuant to Section 5.01
or 5.03 (Loans of such type being herein called "AFFECTED LOANS" and such type
being herein called the "AFFECTED TYPE"), all Loans in Dollars (other than
Competitive Loans) which would otherwise be made by such Lender as Loans of the
Affected Type shall be made instead as Base Rate Loans (and, if an event
referred to in Section 5.03 has occurred and such Lender so requests by notice
to the Company with a copy to the Administrative Agent, all Affected Loans of
such Lender then outstanding shall be automatically Converted into Base Rate
Loans on the date specified by such Lender in such notice) and, to the extent
that Affected Loans are so made as (or Converted into) Base Rate Loans, all
payments of principal which would otherwise be applied to such Lender's Affected
Loans shall be applied instead to its Base Rate Loans. If such Lender gives
notice to the Company with a copy to the Administrative Agent that the
circumstances specified in Section 5.01 or 5.03 that gave rise to the Conversion
of such Lender's Affected Loans pursuant to this Section 5.04 no longer exist
(which such Lender agrees to do promptly upon such circumstances

                                      -35-


ceasing to exist) at a time when Loans of the Affected Type made by other
Lenders are outstanding, such Lender's Base Loans shall be automatically
Converted, on the first day(s) of the next succeeding Interest Period(s) for
such outstanding loans of the Affected Type, to the extent necessary so that,
after giving effect thereto, all Committed Loans held by the Lenders holding
Loans of the Affected Type and by such Lender are held pro rata (as to principal
amounts, Types and Interest Periods) in accordance with their respective
Commitments.

                  5.05 COMPENSATION. Each Borrower shall pay to the
Administrative Agent for account of each Lender, upon the request of such Lender
through the Administrative Agent, such amount or amounts as shall be sufficient
(in the reasonable opinion of such Lender) to compensate it for any loss, cost
or expense which such Lender determines are attributable to:

                  (a) any payment, prepayment or Conversion of a LIBO Rate Loan
         or a Set Rate Loan made by such Lender for any reason (including,
         without limitation, the acceleration of the Loans pursuant to Section
         9) on a date other than the last day of the Interest Period for such
         Loan; or

                  (b) any failure by such Borrower for any reason (excluding
         only failure due solely to a default by any Lender or the
         Administrative Agent in its obligation to provide funds to such
         Borrower hereunder but including, without limitation, the failure of
         any of the conditions precedent specified in Section 6 to be satisfied)
         to borrow a LIBO Rate Loan or a Set Rate Loan from such Lender on the
         date for such borrowing specified in the relevant notice of borrowing
         given pursuant to Section 2.02 or 2.03(b).

Without limiting the effect of the preceding sentence, such compensation shall
include, in the case of a Loan, an amount equal to the excess, if any, of (i)
the amount of interest which otherwise would have accrued on the principal
amount so paid, prepaid or Converted or not borrowed for the period from the
date of such payment, prepayment, Conversion or failure to borrow to the last
day of the Interest Period for such Loan (or, in the case of a failure to
borrow, the Interest Period for such Loan which would have commenced on the date
specified for such borrowing) at the applicable rate of interest for such Loan
provided for herein over (ii) the interest component of the amount such Lender
would have bid in the London interbank market for deposits in the applicable
Currency of leading banks (if such Loan is a LIBO Rate Loan) or in the United
States certificate of deposit market for issuance at face value of certificates
of deposit for Dollar deposits (if such Loan is a Set Rate Loan) in amounts
comparable to such principal amount and with maturities comparable to such
period (as reasonably determined by such Lender).

                  5.06  TAXES.

                  (a) Each Approved Designated Borrower agrees to pay to each
Lender such additional amounts as are necessary in order that the net payment of
any amount due to such Lender hereunder after deduction for or withholding in
respect of any Taxes imposed with respect to such payment will not be less than
the amount stated herein to be then due and payable, PROVIDED that the foregoing
obligation to pay such additional amounts shall not apply:

                  (i) to any payment to any Lender hereunder unless such Lender
         is, on the date

                                      -36-


         such Borrower became a Borrower hereunder (which, in the case of the
         Company, means the date hereof and, in the case of any other Approved
         Designated Borrower, means the date of the Designation Letter of such
         Approved Designated Borrower) or (if later) on the date such Lender
         becomes a Lender hereunder as provided in Section 12.05(b) and on the
         date of any change in the Applicable Lending Office of such Lender,
         entitled to a complete exemption from withholding or deduction by such
         Approved Designated Borrower of Taxes on all interest to be received
         by such Lender hereunder in respect of the Loans made by such Lender
         to such Approved Designated Borrower, or

                  (ii) to any such Taxes required to be deducted or withheld
         solely by reason of the failure of such Lender to comply with
         applicable certification, information, documentation or other reporting
         requirements concerning the nationality, residence, identity or
         connections with such Borrower's Jurisdiction if such compliance is
         required by treaty, statute or regulation as a precondition to relief
         or exemption from such Taxes.

For the purposes of this Section 5.06(a), the term "TAXES" shall mean with
respect to any Approved Designated Borrower all present and future income,
stamp, registration and other taxes and levies, imposts, deductions, charges,
compulsory loans and withholdings whatsoever, and all interest, penalties or
similar amounts with respect thereto, now or hereafter imposed, assessed, levied
or collected by such Approved Designated Borrower's Jurisdiction on or in
respect of the Credit Documents, the principal of and interest on the Loans and
any other amounts payable under any of the Credit Documents, the recording,
registration, notarization or other formalization of any thereof, the
enforcement thereof or the introduction thereof in any judicial proceedings, or
on or in respect of any payments of principal, interest, premium, charges, fees
or other amounts made on, under or in respect of any thereof (excluding,
however, income or franchise taxes imposed on or measured by the overall net
income or capital of a Lender (or its Applicable Lending Office) by such
Approved Designated Borrower's Jurisdiction as a result of such Lender being
organized under the laws of or resident in such Approved Designated Borrower's
Jurisdiction or of its Applicable Lending Office being located or carrying on
business in such Approved Designated Borrower's Jurisdiction).

                  (b) Within 30 days after paying any amount to the
Administrative Agent or any Lender from which it is required by law to make any
deduction or withholding, and within 30 days after it is required by law to
remit such deduction or withholding to any relevant taxing or other authority,
the relevant Borrower shall deliver to the Administrative Agent for delivery to
such Lender evidence satisfactory to such Lender of such deduction, withholding
or payment (as the case may be).

                  5.07 REPLACEMENT OF LENDERS. If any Lender requests
compensation pursuant to Section 5.01 or 5.06, or any Lender's obligation to
make Loans of any Type or denominated in any Currency shall be suspended
pursuant to Section 5.01 (any such Lender requesting such compensation, or whose
obligations are so suspended, being herein called a "REQUESTING LENDER"), the
Company, upon three Business Days' notice to the Administrative Agent given when
no Default shall have occurred and be continuing, may require that such
Requesting Lender transfer all of its right, title and interest under this
Agreement to any bank or other financial institution identified by the Company
that is satisfactory to the Administrative Agent

                                      -37-


(a) if such bank or other financial institution (a "PROPOSED LENDER") agrees to
assume all of the obligations of such Requesting Lender hereunder, and to
purchase all of such Requesting Lender's Loans hereunder for consideration equal
to the aggregate outstanding principal amount of such Requesting Lender's Loans,
together with interest thereon to the date of such purchase, and satisfactory
arrangements are made for payment to such Requesting Lender of all other amounts
payable hereunder to such Requesting Lender on or prior to the date of such
transfer (including any fees accrued hereunder and any amounts that would be
payable under Section 5.05 as if all of such Requesting Lender's Loans were
being prepaid in full on such date) and (b) if such Requesting Lender has
requested compensation pursuant to Section 5.01 or 5.06, such Proposed Lender's
aggregate requested compensation, if any, pursuant to said Section 5.01 or 5.06
with respect to such Requesting Lender's Loans is lower than that of the
Requesting Lender. Subject to the provisions of Section 12.05(b), such Proposed
Lender shall be a "Lender" for all purposes hereunder. Without prejudice to the
survival of any other agreement of the Company hereunder the agreements of the
Company contained in Sections 5.01, 5.06 and 12.03 (without duplication of any
payments made to such Requesting Lender by the Company or the Proposed Lender)
shall survive for the benefit of such Requesting Lender under this Section 5.07
with respect to the time prior to such replacement.


                  SECTION 6.  CONDITIONS PRECEDENT.

                  6.01 EFFECTIVE DATE. The obligations of the Lenders to make
Loans hereunder shall not become effective until the date on which each of the
following conditions is satisfied (or waived pursuant to Section 12.04):

                  (a) The Administrative Agent shall have received each of the
         following documents (with sufficient copies for each Lender), each of
         which shall be satisfactory to the Administrative Agent (and to the
         extent specified below, to each Lender) in form and substance:

                           (i) A counterpart of this Agreement signed on behalf
                  of each party hereto or written evidence satisfactory to the
                  Administrative Agent that such party has signed a counterpart
                  of this Agreement.

                           (ii) Certified copies of the charter and by-laws of,
                  and all corporate action taken by, the Company approving this
                  Agreement and the Notes (if any) to be made by the Company,
                  borrowings by the Company and the guarantee of the Company set
                  forth in Section 11 (including, without limitation, a
                  certificate setting forth the resolutions of the Board of
                  Directors of the Company adopted in respect of the
                  transactions contemplated hereby).

                           (iii) A certificate of the Company in respect of each
                  of the officers (1) who is authorized to sign this Agreement,
                  the Notes, Competitive Bid Requests, Designation Letters and
                  Termination Letters, together with specimen signatures, and
                  (2) who will, until replaced by another officer or officers
                  duly authorized for that purpose, act as its representative
                  for the purposes of signing documents and giving notices and
                  other communications in connection herewith and with the

                                      -38-


                  Notes and the transactions contemplated hereby and thereby.
                  The Administrative Agent and each Lender may conclusively
                  rely on such certificate until they receive notice in
                  writing from the Company to the contrary.

                           (iv) An opinion dated the Effective Date of Schiff
                  Hardin & Waite, special Illinois counsel to the Company,
                  substantially in the form of Exhibit A-1 hereto (and the
                  Company hereby instructs such counsel to deliver such opinion
                  to the Lenders and the Administrative Agent); and an opinion
                  dated the Effective Date of Dale L. Matschullat,
                  Vice-President - General Counsel to the Company, substantially
                  in the form of Exhibit A-2 hereto (and the Company hereby
                  instructs such counsel to deliver such opinion to the Lenders
                  and the Administrative Agent).

                           (v) An opinion dated the Effective Date of Milbank,
                  Tweed, Hadley & McCloy LLP, special New York counsel to the
                  Administrative Agent, substantially in the form of Exhibit B
                  hereto.

                  (b) The Lenders and the Administrative Agent shall have
         received all fees and other amounts as the Company shall have agreed to
         pay in connection herewith.

                  (c) The Administrative Agent shall have received evidence that
         (i) all commitments under the Borrowers' Amended and Restated Credit
         Agreement dated as of August 5, 1997 (as amended) have terminated and
         (ii) all principal, interest, fees and other amounts payable thereunder
         that are accrued to the Effective Date and/or unpaid have been paid in
         full.

The Administrative Agent shall notify the Company and the Lenders of the
Effective Date, and such notice shall be conclusive and binding. Notwithstanding
the foregoing, the obligations of the Lenders to make Loans hereunder shall not
become effective unless each of the foregoing conditions is satisfied (or waived
pursuant to Section 12.04) at or prior to 3:00 p.m., New York City time, on June
28, 2002 (and, in the event such conditions are not so satisfied or waived, the
Commitments shall terminate at such time).

                  6.02 INITIAL AND SUBSEQUENT CREDIT EXTENSIONS. The obligation
of any Lender to make any Credit Extension hereunder (including, without
limitation, the initial Credit Extension hereunder) is subject to the further
conditions precedent that, as of the date of such Credit Extension and after
giving effect thereto and the intended use thereof:

                  (a)  no Default shall have occurred and be continuing; and

                  (b) the representations and warranties made by the Company in
         Section 7 (other than Sections 7.02(c) and 7.03, except if such Credit
         Extension is made on the Effective Date) shall be true on and as of the
         date of such Credit Extension with the same force and effect as if made
         on and as of such date (or, if any such representation or warranty is
         expressly stated to have been made as of a specific date, as of such
         specific date).

Each notice of borrowing by the Company hereunder (whether on its own behalf or
on behalf of

                                      -39-


any other Borrower) shall constitute a certification by the Company to the
effect set forth in the preceding sentence (both as of the date of such notice
and, unless the Company otherwise notifies the Administrative Agent prior to the
date of such Credit Extension, as of the date of such Credit Extension).


                  SECTION 7. REPRESENTATIONS AND WARRANTIES. The Company and
(with respect only to Sections 7.01, 7.04, 7.05, 7.06 and 7.16) each Designated
Borrower represent and warrant to the Lenders that:

                  7.01 CORPORATE EXISTENCE. Each of the Company and its
Significant Subsidiaries and each Designated Borrower: (a) is a corporation duly
organized and validly existing under the laws of the jurisdiction of its
incorporation; (b) has all requisite corporate power, and has all material
governmental licenses, authorizations, consents and approvals, necessary to own
its assets and carry on its business as now being or as proposed to be
conducted; and (c) is qualified to do business in all jurisdictions in which the
nature of the business conducted by it makes such qualification necessary except
where failure so to qualify would not have a Material Adverse Effect.

                  7.02  FINANCIAL CONDITION.

                  (a) The consolidated balance sheet of the Company and its
Subsidiaries as of December 31, 2001 and the related consolidated statements of
income, cash flows and stockholders' equity of the Company and its Subsidiaries
for the fiscal year ended on said date, with the opinion thereon of Arthur
Andersen LLP, heretofore furnished to each of the Lenders, are complete and
correct and fairly present the consolidated financial condition of the Company
and its Subsidiaries as at said date and the consolidated results of their
operations for the fiscal year ended on said date, all in accordance with
generally accepted accounting principles. Neither the Company nor any of its
Subsidiaries had on said date any material contingent liabilities, material
liabilities for taxes, material unusual forward or long-term commitments or
material unrealized or anticipated losses from any unfavorable commitments,
except as referred to or reflected or provided for in said balance sheet as at
said date.

                  (b) The consolidated balance sheet of the Company and its
Subsidiaries as of March 31, 2002 and the related consolidated statements of
income, cash flows and stockholders' equity of the Company and its Subsidiaries
for the three-month period ended on said date, heretofore furnished to each of
the Lenders, are complete and correct and fairly present the consolidated
financial condition of the Company and its Subsidiaries as at said date and the
consolidated results of their operations for the three-month period ended on
said date, all in accordance with generally accepted accounting principles.
Neither the Company nor any of its Subsidiaries had on said date any material
contingent liabilities, material liabilities for taxes, material unusual forward
or long-term commitments or material unrealized or anticipated losses from any
unfavorable commitments, except as referred to or reflected or provided for in
said balance sheet as at said date.

                                      -40-


                  (c) Since December 31, 2001, there has been no material
adverse change in the consolidated financial condition, operations, business or
prospects of the Company and its Subsidiaries (taken as a whole).

                  7.03 LITIGATION. There are no legal or arbitral proceedings or
any proceedings or investigations by or before any governmental or regulatory
authority or agency, now pending or (to the knowledge of the Company) threatened
against the Company or any of its Subsidiaries which could reasonably be
expected to have a Material Adverse Effect.

                  7.04 NO BREACH. The making or performance of this Agreement or
the Notes, and the consummation of the transactions herein contemplated, will
not conflict with or result in a breach of, or require any consent under, the
charter or by-laws of the Company and each other Borrower or any applicable law
or regulation, or any order, writ, injunction or decree of any court or
governmental authority or agency, or any agreement or instrument to which the
Company or any of its Subsidiaries is a party or by which any of them is bound
or to which any of them is subject, or constitute a default under any such
agreement or instrument, or constitute a tortious interference with any
agreement, or result in the creation or imposition of any Lien upon any of the
revenues or assets of the Company or any of its Subsidiaries pursuant to the
terms of any such agreement or instrument.

                  7.05 CORPORATE ACTION. Each Borrower has all necessary
corporate power and authority to make and perform its obligations under this
Agreement and the Notes; the making and performance of this Agreement and the
Notes by each Borrower have been duly authorized by all necessary corporate
action on the part of such Borrower; and this Agreement has been duly and
validly executed and delivered by the Company and constitutes, and each of the
Notes of any Borrower when executed and delivered by such Borrower for value
will constitute, the legal, valid and binding obligation of the respective
Borrower, enforceable in accordance with their respective terms, except to the
extent that such enforcement may be limited by applicable bankruptcy, insolvency
or other similar laws affecting the enforcement of creditors' rights generally.

                  7.06 APPROVALS. No authorizations, approvals or consents of,
and no filings or registrations with, any governmental or regulatory authority
or agency are necessary for the execution, delivery or performance by each
Borrower of this Agreement or the Notes of such Borrower or for the validity or
enforceability of any thereof.

                  7.07 USE OF CREDIT. Neither the Company nor any of its
Subsidiaries is engaged principally, or as one of its important activities, in
the business of extending credit for the purpose, whether immediate, incidental
or ultimate, of buying or carrying margin stock (within the meaning of
Regulation U or X of the Board of Governors of the Federal Reserve System), and
no part of the proceeds of any Credit Extension hereunder will be used in a
manner that will cause any Borrower to violate said Regulation X or any Lender
to violate said Regulation U.

                  7.08 ERISA. Each of the Company and each ERISA Affiliate has
fulfilled its obligations under the minimum funding standards of ERISA and the
Code with respect to each of its Plans and is (and to the best of its knowledge
in the case of any Multiemployer Plan is) in

                                      -41-


compliance with the currently applicable provisions of ERISA and the Code, and
has not incurred any liability on account of the termination of any of its Plans
to the PBGC or any of its Plans and has not incurred any withdrawal liability to
any Multiemployer Plan, in each case except to the extent failure to do so would
not reasonably be expected to have a Material Adverse Effect.

                  7.09 INVESTMENT COMPANY ACT; PUBLIC UTILITY HOLDING COMPANY
ACT. Neither the Company nor any of its 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.

                  7.10 CREDIT AGREEMENTS. Schedule I hereto is a complete and
correct list, as of the date hereof, of each credit agreement, loan agreement,
indenture, purchase agreement, Guarantee or other arrangement (other than a
letter of credit) providing for or otherwise relating to any extension of credit
(or commitment for any extension of credit) to, or Guarantee by, the Company or
any of its Subsidiaries the aggregate principal or face amount of which equals
or exceeds (or may equal or exceed) $5,000,000 and the aggregate principal or
face amount outstanding or which may become outstanding under each such
arrangement is correctly described (as of April 30, 2002) in said Schedule I.

                  7.11 HAZARDOUS MATERIALS. The Company and each of its
Subsidiaries have obtained all permits, licenses and other authorizations that
are required under all Environmental Laws, except to the extent failure to have
any such permit, license or authorization would not have a Material Adverse
Effect. The Company and each of its Subsidiaries are in compliance with the
terms and conditions of all such permits, licenses and authorizations, and are
also in compliance with all other limitations, restrictions, conditions,
standards, prohibitions, requirements, obligations, schedules and timetables
contained in any applicable Environmental Law or in any regulation, code, plan,
order, decree, judgment, injunction, notice or demand letter issued, entered,
promulgated or approved thereunder, except to the extent failure to comply would
not have a Material Adverse Effect. Except as heretofore disclosed to the
Lenders, there have been no environmental investigations, studies, audits,
tests, reviews or other analyses conducted by or that are in the possession of
the Company or any of its Subsidiaries with respect to any property or facility
now or previously owned or leased by the Company or any of its Environmental
Affiliates which reveal facts or circumstances that could reasonably be expected
to have a Material Adverse Effect.

                  7.12 TAXES. The Company and its Subsidiaries are members of an
affiliated group of corporations filing consolidated returns for Federal income
tax purposes, of which the Company is the "common parent" (within the meaning of
Section 1504 of the Code) of such group. The Company and its Subsidiaries have
filed all Federal income tax returns and all other material tax returns and
information statements that are required to be filed by them and have paid all
taxes due pursuant to such returns or pursuant to any assessment received by the
Company or any of its Subsidiaries. The charges, accruals and reserves on the
books of the Company and its Subsidiaries in respect of taxes and other
governmental charges are, in the opinion of the Company, adequate. The United
States Federal income tax returns of the

                                      -42-


Company and its Subsidiaries have been examined and/or closed through the fiscal
years of the Company and its Subsidiaries ended on or before December 31, 1997.
The Company has not given or been requested to give a waiver of the statute of
limitations relating to the payment of Federal, state, local and foreign taxes
or other impositions.

                  7.13 TRUE AND COMPLETE DISCLOSURE. The information, reports,
financial statements, exhibits and schedules furnished in writing by or on
behalf of the Company to the Lenders in connection with the negotiation,
preparation or delivery of this Agreement or included herein or delivered
pursuant hereto, when taken as a whole do not contain any untrue statement of
material fact or omit to state any material fact necessary to make the
statements herein or therein, in light of the circumstances under which they are
made, not misleading. All written information furnished after the date hereof by
the Company and its Subsidiaries to the Lenders in connection with this
Agreement and the transactions contemplated hereby will be true, complete and
accurate in every material respect, or (in the case of projections) based on
reasonable estimates, on the date as of which such information is stated or
certified. There is no fact known to the Company that could reasonably be
expected to have a Material Adverse Effect that has not been disclosed herein or
in a report, financial statement, exhibit, schedule, disclosure letter or other
writing furnished to the Lenders for use in connection with the transactions
contemplated hereby.

                  7.14 SUBSIDIARIES. As of the date hereof, each of the Company
and its Subsidiaries (as disclosed in the periodic reports which the Company has
filed with the Securities and Exchange Commission) owns, free and clear of
Liens, and has the unencumbered right to vote all of its outstanding ownership
interests in, each Subsidiary held by it and all of the issued and outstanding
capital stock of each such Person is validly issued, fully paid and
nonassessable.

                  7.15 COMPLIANCE WITH LAW. As of the date hereof, the Company
and its Subsidiaries are in compliance with all applicable laws and regulations,
except to the extent that failure to comply therewith would not have a Material
Adverse Effect.

                  7.16 DESIGNATED BORROWER APPROVALS. No authorizations,
approvals or consents of, and no filings or registrations with, any governmental
or regulatory authority or agency that have not been obtained by the time any
Subsidiary of the Company becomes a Designated Borrower are necessary for the
execution, delivery or performance by such Designated Borrower of the
Designation Letter of such Designated Borrower, this Agreement or the Notes of
such Designated Borrower or for the validity or enforceability of any thereof or
for the borrowing by such Designated Borrower hereunder.


                  SECTION 8. COVENANTS OF THE COMPANY. The Company agrees that,
so long as any of the Commitments are in effect and until payment in full of all
Loans hereunder, all interest thereon and all other amounts payable by each
Borrower hereunder:

                  8.01 FINANCIAL STATEMENTS. The Company shall furnish to each
of the Lenders:

                  (a) as soon as available and in any event within 60 days after
         the end of each of the fiscal quarterly periods of each fiscal year of
         the Company, consolidated statements of income, cash flows and
         stockholders' equity of the Company and its Subsidiaries for

                                      -43-


         such period and for the period from the beginning of the respective
         fiscal year to the end of such period, and the related consolidated
         balance sheet as at the end of such period, setting forth in each case
         in comparative form the corresponding figures for the corresponding
         period in the preceding fiscal year, and accompanied by a certificate
         of a senior financial officer of the Company, which certificate shall
         state that said financial statements fairly present the consolidated
         financial condition and results of operations of the Company and its
         Subsidiaries, in accordance with generally accepted accounting
         principles, as at the end of (and for) such period (subject to normal
         year-end audit adjustments).

                  (b) as soon as available and in any event within 90 days after
         the end of each fiscal year of the Company, consolidated statements of
         income, cash flows and stockholders' equity of the Company and its
         Subsidiaries for such year and the related consolidated balance sheet
         as at the end of such year, setting forth in each case in comparative
         form the corresponding figures for the preceding fiscal year, and
         accompanied by an opinion thereon of independent certified public
         accountants of recognized national standing, which opinion shall state
         that said financial statements fairly present the consolidated
         financial condition and results of operations of the Company and its
         Subsidiaries, in accordance with generally accepted accounting
         principles, as at the end of (and for) such fiscal year, and a
         certificate of such accountants stating that, in making the examination
         necessary for their opinion, they obtained no knowledge, except as
         specifically stated, of any Event of Default under Sections 8.10 and
         8.11.

                  (c) promptly upon their becoming available, copies of all
         registration statements and regular periodic reports, if any, which the
         Company shall have filed with the Securities and Exchange Commission
         (or any governmental agency substituted therefor) or any national
         securities exchange.

                  (d) promptly upon the mailing thereof to the shareholders of
         the Company generally, copies of all financial statements, reports and
         proxy statements so mailed.

                  (e) as soon as possible, and in any event within 30 days after
         the Company knows or has reason to know that any of the events or
         conditions specified below with respect to any Plan or Multiemployer
         Plan of the Company have occurred or exist, a statement signed by a
         senior financial officer of the Company setting forth details
         respecting such event or condition and the action, if any, which the
         Company or any ERISA Affiliate proposes to take with respect thereto
         (and a copy of any report or notice required to be filed with or given
         to PBGC by the Company or such ERISA Affiliate with respect to such
         event or condition):

                           (i) any reportable event, as defined in Section
                  4043(b) of ERISA and the regulations issued thereunder, with
                  respect to a Plan, as to which PBGC has not by regulation
                  waived the requirement of Section 4043(a) of ERISA that it be
                  notified within 30 days of the occurrence of such event
                  (PROVIDED that a failure to meet the minimum funding standard
                  of Section 412 of the Code or Section 302 of

                                      -44-


                  ERISA by more than $5,000,000 shall be a reportable event
                  regardless of the issuance of any waivers in accordance with
                  Section 412(d) of the Code);

                           (ii) the filing under Section 4041 of ERISA of a
                  notice of intent to terminate any Plan or the termination of
                  any Plan if at the date of such filing or termination the fair
                  market value of the assets of such Plan, as determined by the
                  Plan's independent actuaries, is exceeded by the present value
                  as determined by such actuaries as of such date, of benefit
                  commitments under such Plan by more than $5,000,000 (including
                  any prior terminations subject to this provision);

                           (iii) the institution by PBGC of proceedings under
                  Section 4042 of ERISA for the termination of, or the
                  appointment of a trustee to administer, any Plan of the
                  Company, or the receipt by the Company or any ERISA Affiliate
                  of a notice from a Multiemployer Plan that such action has
                  been taken by PBGC with respect to such Multiemployer Plan and
                  such action would reasonably be expected to result in
                  liability to the Company in excess of $5,000,000;

                           (iv) the complete or partial withdrawal by the
                  Company or any ERISA Affiliate under Section 4201 or 4204 of
                  ERISA from a Multiemployer Plan causing any withdrawal
                  liability in excess of $5,000,000 (including any prior
                  withdrawals subject to this provision), or the receipt by the
                  Company or any ERISA Affiliate of notice from a Multiemployer
                  Plan that it is in reorganization or insolvency pursuant to
                  Section 4241 or 4245 of ERISA or that it intends to terminate
                  or has terminated under Section 4041A of ERISA; and

                           (v) the institution of a proceeding by a fiduciary of
                  any Multiemployer Plan against the Company or any ERISA
                  Affiliate to enforce Section 515 of ERISA, which proceeding is
                  not dismissed within 30 days.

                  (f) promptly after the Company knows or has reason to know
         that any Default has occurred, a notice of such Default, describing the
         same in reasonable detail.

                  (g) from time to time such other information regarding the
         business, affairs or financial condition of the Company or any of its
         Subsidiaries (including, without limitation, any Plan or Multiemployer
         Plan and any reports or other information required to be filed under
         ERISA) as any Lender or the Administrative Agent may reasonably
         request.

The Company will furnish to each Lender, at the time it furnishes each set of
financial statements pursuant to paragraph (a) or (b) above, a certificate of a
senior financial officer of the Company (i) to the effect that no Default has
occurred and is continuing (or, if any Default has occurred and is continuing,
describing the same in reasonable detail) and (ii) setting forth in reasonable
detail the computations necessary to determine whether the Company is in
compliance with Sections 8.06, 8.07(a)(vi), 8.08(xiii), 8.10 and 8.11 as of the
end of the respective fiscal quarter or fiscal year.

Notwithstanding the foregoing, the Company's obligations to deliver documents or
information

                                      -45-


required under any of clauses (a), (b), (c) and (d) above shall be deemed to be
satisfied upon (i) the relevant documents or information being publicly
available on the Company's website or other publicly available electronic medium
(such as EDGAR) within the time period required by such clause and thereafter
being continuously so available and (ii) the delivery by the Company of notice
to the Administrative Agent and each of the Lenders (which notice may be given
electronically (such as e-mail)) within the time period required by such clause
that such documents or information are so available; PROVIDED that the Company
shall deliver paper copies of any such documents or information to any Lender
upon request of such Lender through the Administrative Agent.

                  8.02 LITIGATION. The Company shall promptly furnish to each
Lender notice of all legal or arbitral proceedings, and of all proceedings
before any governmental or regulatory authority or agency, instituted, or (to
the knowledge of the Company) threatened, against the Company or any of its
Subsidiaries which could reasonably be expected to have a Material Adverse
Effect.

                  8.03 CORPORATE EXISTENCE, ETC. The Company shall, and shall
cause each of its Significant Subsidiaries and each of the other Borrowers to:
preserve and maintain its corporate existence and all its material rights,
privileges and franchises (except as otherwise expressly permitted under Section
8.07); comply with all Requirements of Law except to the extent that failure to
comply therewith could not, in the aggregate, reasonably be expected to have a
Material Adverse Effect; pay and discharge all taxes, assessments and
governmental charges or levies imposed on it or on its income or profits or on
any of its property prior to the date on which penalties attach thereto, except
for any such tax, assessment, charge or levy the payment of which is being
contested in good faith and by proper proceedings and against which adequate
reserves are being maintained; maintain all its properties used or useful in its
business in good working order and condition, ordinary wear and tear excepted;
keep proper books of record and account in which full, true and correct entries
are made of all material dealings and transactions in relations to its business
and activities; and permit representatives of any Lender or the Administrative
Agent, during normal business hours, to examine, copy and make extracts from its
books and records, to inspect its properties, and to discuss its business and
affairs with its officers, all to the extent reasonably requested by such Lender
or the Administrative Agent (as the case may be).

                  8.04 INSURANCE. The Company shall, and shall cause each of its
Subsidiaries to, keep insured by financially sound and reputable insurers all
property of a character usually insured by corporations engaged in the same or
similar business similarly situated against loss or damage of the kinds and in
the amounts customarily insured against by such corporations and carry such
other insurance as is usually carried by such corporations.

                  8.05 USE OF PROCEEDS. The proceeds of the Credit Extensions
hereunder will be used solely for general corporate purposes, including (without
limitation) commercial paper back-up and acquisitions (each of which uses shall
be in compliance with all applicable legal and regulatory requirements,
including, without limitation, Regulations U and X of the Board of Governors of
the Federal Reserve System and the Securities Act of 1933, as amended, and the
Securities Exchange Act of 1934, as amended, and the rules and regulations
thereunder). The

                                      -46-


Company will not permit more than 25% of the value (as determined by any
reasonable method) of its assets, nor more than 25% of the value (as determined
by any reasonable method) of the assets of the Company and its Subsidiaries, to
be represented by margin stock (within the meaning of Regulation U of the Board
of Governors of the Federal Reserve System).

                  8.06 INDEBTEDNESS. The Company will not, nor will it permit
any of its Subsidiaries to, incur, assume or suffer to exist obligations in
respect of standby and performance letters of credit in an aggregate amount
exceeding 5% of Total Consolidated Assets at any one time outstanding. The
Company will not permit any of its Subsidiaries to create, issue, incur or
assume, or suffer to exist, any Indebtedness, except:

                  (i) Indebtedness existing on the date hereof (including any
         Indebtedness incurred after the date hereof under any instrument or
         agreement in effect on the date hereof), but not any renewals,
         extensions or refinancings of the same;

                  (ii)  Indebtedness owing to the Company and Indebtedness
         owing by any Subsidiary to another Subsidiary;

                  (iii) Indebtedness of any Person that becomes a Subsidiary of
         the Company after the date hereof so long as such Indebtedness exists
         at the time such Person becomes such a Subsidiary and was not incurred
         in anticipation thereof;

                  (iv) Capital Lease Obligations in an aggregate amount not to
         exceed an amount equal to 5% of Total Consolidated Assets at any one
         time outstanding;

                  (v)  Indebtedness in respect of Committed Loans under this
         Agreement; and

                  (vi) additional Indebtedness in an aggregate amount not to
         exceed an amount equal to 15% of Total Consolidated Assets at any one
         time outstanding.

                  8.07  FUNDAMENTAL CHANGES.

                  (a) The Company will not, and will not permit any of its
Subsidiaries to, be a party to any merger or consolidation, and the Company will
not, and will not permit any of its Subsidiaries or operating divisions (whether
now owned or existing or hereafter acquired or designated) to, (x) sell, assign,
lease or otherwise dispose of all or substantially all of its Property whether
now owned or hereafter acquired or (y) sell, assign or otherwise dispose of any
capital stock of any such Subsidiary, or permit any such Subsidiary to issue any
capital stock, to any Person other than the Company or any of its Wholly-Owned
Subsidiaries if, after giving effect thereto, the Company does not own, directly
or indirectly, a majority of the capital stock of such Subsidiary ("CONTROLLING
STOCK DISPOSITION"); except that, so long as both before and after giving effect
thereto, no Default shall have occurred and be continuing:

                  (i)  the Company or any Subsidiary of the Company may be a
         party to any merger or consolidation if it shall be the surviving
         corporation;

                  (ii) any such Subsidiary may be a party to any merger or
         consolidation with

                                      -47-


         another such Subsidiary (or with any Person that becomes another such
         Subsidiary as a result of such merger or consolidation);

                  (iii)  any such Subsidiary may merge into, and any such
         Subsidiary or operating division may transfer any Property to, the
         Company;

                  (iv) any such Subsidiary or operating division may transfer
         any Property to another such Subsidiary or operating division (or to
         any Person that becomes as part of such transfer another such
         Subsidiary or operating division);

                  (v)  the Company, any such Subsidiary or operating division
         may sell, assign, lease or otherwise dispose of any Non-Strategic
         Property; and

                  (vi) the Company or any such Subsidiary or operating division
         may make sales, assignments and other dispositions of Property
         (including Controlling Stock Dispositions) and any such Subsidiary may
         become a party to a merger or consolidation (each such sale,
         assignment, disposition, Controlling Stock Disposition, merger or
         consolidation, other than those described in clauses (i) through (v), a
         "DISPOSITION") if the aggregate book value of the Property that was the
         subject of such Disposition, together with the aggregate book value of
         the Property that was the subject of all other Dispositions during the
         Disposition Period for such Disposition, would not exceed an amount
         equal to 10% of the Total Consolidated Assets determined as of the last
         day of the most recently completed fiscal year for which a consolidated
         balance sheet of the Company has been furnished to the Lenders pursuant
         to Section 8.01.

                  (b) Notwithstanding anything in clauses (i) through (vi) of
Section 8.07(a) to the contrary, the Company will not, and will not permit any
of its Subsidiaries or operating divisions (whether now owned or existing or
hereafter acquired or designated) to, sell, lease, assign, transfer or otherwise
dispose of (whether in one transaction or in a series of transactions) any of
its Property (whether now owned or hereafter acquired) if such sale, assignment,
lease or other disposition (whether in one transaction or in a series of
transactions) shall have a Material Adverse Effect.

                  8.08 LIENS. The Company shall not, and shall not permit any of
its Subsidiaries to, create, assume or suffer to exist any Lien upon any of its
property or assets, now owned or hereafter acquired, securing any Indebtedness
or other obligation except: (i) Liens outstanding on the date hereof and listed
in Schedule II hereto; (ii) Liens for taxes or other governmental charges not
yet delinquent; (iii) Liens in respect of Property acquired or constructed or
improved by the Company or any such Subsidiary after the date hereof which Liens
exist or are created at the time of acquisition or completion of construction or
improvement of such Property or within six months thereafter to secure
Indebtedness assumed or incurred to finance all or any part of the purchase
price or cost of construction or improvement of such Property, but any such Lien
shall cover only the Property so acquired or constructed and any improvements
thereto (and any real property on which such Property is located); (iv) Liens on
Property of any corporation that becomes a Subsidiary of the Company after the
date hereof, provided that such Liens are in existence at the time such
corporation becomes a Subsidiary of the Company and were not created in
anticipation thereof; (v) Liens on Property acquired after the date hereof,
PROVIDED that such Liens were in existence at the time such Property was
acquired and were not

                                      -48-


created in anticipation thereof; (vi) Liens imposed by law, such as mechanics',
materialmen's, landlords', warehousemen's and carriers' Liens, and other similar
Liens, securing obligations incurred in the ordinary course of business which
are not past due for more than thirty days or which are being contested in good
faith by appropriate proceedings and for which appropriate reserves have been
established; (vii) Liens under workmen's compensation, unemployment insurance,
social security or similar legislation; (viii) Liens, deposits, or pledges to
secure the performance of bids, tenders, contracts (other than contracts for the
payment of money), leases, public or statutory obligations, surety, stay,
appeal, indemnity, performance or other similar bonds, or other similar
obligations arising in the ordinary course of business; (ix) judgment and other
similar Liens arising in connection with court proceedings, PROVIDED the
execution or other enforcement of such Liens is effectively stayed and the
claims secured thereby are being actively contested in good faith and by
appropriate proceedings; (x) easements, rights-of-way, restrictions and other
similar encumbrances which, in the aggregate, do not materially interfere with
the occupation, use and enjoyment by the Company or any such Subsidiary of the
Property encumbered thereby in the normal course of its business or materially
impair the value of the Property subject thereto; (xi) Liens securing
obligations of any such Subsidiary to the Company or another Subsidiary of the
Company; (xii) Liens arising in connection with Permitted Securitizations; and
(xiii) other Liens securing Indebtedness or other obligations in an aggregate
amount which does not exceed 5% of Total Consolidated Assets.

                  8.09 LINES OF BUSINESSES. Neither the Company nor any of its
Subsidiaries shall engage to any significant extent in any line or lines of
business other than the lines of business in which they are engaged on the date
hereof and any other line or lines of business directly related to the
manufacture, distribution and/or sale of consumer or industrial products
(collectively, "PERMITTED ACTIVITIES"). Notwithstanding the foregoing, the
Company and its Subsidiaries may engage in other lines of business as a result
of the acquisition of any Person primarily engaged in Permitted Activities so
long as the Company uses its best efforts to come into compliance with the first
sentence of this Section 8.09 within a reasonable period of time after such
acquisition.

                  8.10 TOTAL INDEBTEDNESS TO TOTAL CAPITAL. The Company shall
not permit the ratio of Total Indebtedness to Total Capital at any time to be
greater than 0.60 to 1; PROVIDED that (i) in calculating Total Capital, goodwill
impairment charges taken during fiscal year 2002 as a result of the Company's
adoption of Statement of Financial Accounting Standards No. 142 of the Financial
Accounting Standards Board shall be disregarded to the extent such charges do
not exceed $550,000,000 in the aggregate and (ii) in calculating such ratio,
quarterly income preferred securities, quarterly income capital securities,
monthly income preferred securities or other similar securities will be treated
as part of "Total Capital" and not "Total Indebtedness".

                  8.11  INTEREST COVERAGE RATIO.

                  The Company shall not permit the Interest Coverage Ratio as at
the last day of any fiscal quarter to be less than 4.00 to 1.00.

                                      -49-


                  8.12 TRANSACTIONS WITH AFFILIATES. The Company shall not, and
shall not permit any of its Subsidiaries to, sell, lease or otherwise transfer
any property or assets to, or purchase, lease or otherwise acquire any property
or assets from, or otherwise engage in any other transactions with, any of its
Affiliates, except (a) at prices and on terms and conditions not less favorable
to the Company or such Subsidiary than could be obtained on an arm's-length
basis from unrelated third parties and (b) transactions between or among the
Company and its Subsidiaries not involving any other Affiliate.


                  SECTION 9. EVENTS OF DEFAULT. If one or more of the following
events (herein called "EVENTS OF DEFAULT") shall occur and be continuing:

                  (a) Any Borrower shall default in the payment when due of any
         principal of or interest on any Loan or any other amount payable by it
         hereunder; or

                  (b) The Company or any of its Subsidiaries shall default in
         the payment when due of any principal of or interest on any of its
         other Indebtedness aggregating $50,000,000 or more; or any event
         specified in any note, agreement, indenture or other document
         evidencing or relating to any Indebtedness aggregating $50,000,000 or
         more shall occur if the effect of such event is to cause, or (with the
         giving of any notice or the lapse of time or both) to permit the holder
         or holders of such Indebtedness (or a trustee or agent on behalf of
         such holder or holders) to cause, such Indebtedness to become due prior
         to its stated maturity or to permit termination of the commitment to
         lend pursuant to any such instrument or agreement; or

                  (c) Any representation, warranty or certification made or
         deemed made by the Company herein or in any Designation Letter or by
         the Company in any certificate furnished to any Lender or the
         Administrative Agent pursuant to the provisions hereof or thereof,
         shall prove to have been false or misleading as of the time made or
         furnished in any material respect; or

                  (d) The Company shall default in the performance of any of its
         obligations under Section 8.01(f) or 8.05 through 8.12; or the Company
         shall default in the performance of any of its other obligations in
         this Agreement and such default shall continue unremedied for a period
         of 30 days after notice thereof to the Company by the Administrative
         Agent or any Lender (through the Administrative Agent); or

                  (e) The Company or any of its Significant Subsidiaries shall
         admit in writing its inability to, or be generally unable to, pay its
         debts as such debts become due; or

                  (f) The Company or any of its Significant Subsidiaries shall
         (i) apply for or consent to the appointment of, or the taking of
         possession by, a receiver, custodian, trustee or liquidator of itself
         or of all or a substantial part of its property, (ii) make a general
         assignment for the benefit of its creditors, (iii) commence a voluntary
         case under the Bankruptcy Code (as now or hereafter in effect), (iv)
         file a petition seeking to take advantage of any other law relating to
         bankruptcy, insolvency, reorganization, winding-up, or composition or
         readjustment of debts, (v) fail to controvert in a timely and

                                      -50-


         appropriate manner, or acquiesce in writing to, any petition filed
         against it in an involuntary case under the Bankruptcy Code, or (vi)
         take any corporate action for the purpose of effecting any of the
         foregoing; or

                  (g) A proceeding or case shall be commenced against the
         Company or any of its Significant Subsidiaries without its application
         or consent, in any court of competent jurisdiction, seeking (i) its
         liquidation, reorganization, dissolution or winding-up, or the
         composition or readjustment of its debts, (ii) the appointment of a
         trustee, receiver, custodian, liquidator or the like of it or of all or
         any substantial part of its assets, or (iii) similar relief in respect
         of it under any law relating to bankruptcy, insolvency, reorganization,
         winding-up, or composition or adjustment of debts, and such proceeding
         or case shall continue undismissed, or an order, judgment or decree
         approving or ordering any of the foregoing shall be entered and
         continue unstayed and in effect, for a period of 60 days; or an order
         for relief against it shall be entered in an involuntary case under the
         Bankruptcy Code; or

                  (h) A final judgment or judgments for the payment of money in
         excess of $50,000,000 in the aggregate shall be rendered by a court or
         courts against the Company and/or any of its Subsidiaries and the same
         shall not be discharged (or provision shall not be made for such
         discharge), or a stay of execution thereof shall not be procured,
         within 30 days from the date of entry thereof and the Company or the
         relevant Subsidiary shall not, within said period of 30 days, or such
         longer period during which execution of the same shall have been
         stayed, appeal therefrom and cause the execution thereof to be stayed
         during such appeal; or

                  (i) An event or condition specified in Section 8.01(e) shall
         occur or exist with respect to any Plan or Multiemployer Plan of the
         Company and, as a result of such event or condition, together with all
         other such events or conditions, the Company or any ERISA Affiliate
         shall incur or in the opinion of the Majority Lenders shall be
         reasonably likely to incur a liability to a Plan, a Multiemployer Plan
         or PBGC (or any combination of the foregoing) which, in the
         determination of the Majority Lenders, would reasonably be expected to
         have a Material Adverse Effect; or

                  (j) During any period of 25 consecutive calendar months (i)
         individuals who were directors of the Company on the first day of such
         period and (ii) other individuals whose election or nomination to the
         Board of Directors of the Company was approved by at least a majority
         of the individuals referred to in clause (i) above and (iii) other
         individuals whose election or nomination to the Board of Directors of
         the Company was approved by at least a majority of the individuals
         referred to in clauses (i) and (ii) above shall no longer constitute a
         majority of the Board of Directors of the Company; or

                  (k) The Guarantee provided in Section 11, or any provisions
         thereof, shall cease to be in full force and effect in all material
         respects, or any guarantor thereunder or any Person acting on behalf of
         such guarantor shall deny or disaffirm such guarantor's obligations
         under such Guarantee or shall default in the due performance or
         observance of any term, covenant or agreement on its part to be
         performed or observed pursuant to

                                      -51-


         such Guarantee;

THEREUPON: (i) in the case of an Event of Default (other than one referred to in
clause (f) or (g) of this Section 9 in respect of the Company) (x) the
Administrative Agent may and, upon request of the Majority Lenders, shall, by
notice to the Company, cancel the Commitments and (y) the Administrative Agent
may and, upon request of Lenders holding at least 51% of the aggregate unpaid
principal amount of Loans then outstanding shall, by notice to the Company,
declare the principal amount of and the accrued interest on the Loans, and all
other amounts payable by the Company or any other Borrower hereunder and under
the Notes, to be forthwith due and payable, whereupon such amounts shall be
immediately due and payable without presentment, demand, protest or other
formalities of any kind, all of which are hereby expressly waived by the Company
and each other Borrower; and (ii) in the case of the occurrence of an Event of
Default referred to in clause (f) or (g) of this Section 9 in respect of the
Company, the Commitments shall be automatically cancelled and the principal
amount then outstanding of, and the accrued interest on, the Loans and all other
amounts payable by the Company or any other Borrower hereunder and under the
Notes shall become automatically immediately due and payable without
presentment, demand, protest or other formalities of any kind, all of which are
hereby expressly waived by the Company and each other Borrower.

                  In addition, in the case of the occurrence of any event of the
type referred to in clause (f) or (g) of this Section 9 in respect of any
Designated Borrower, the principal amount then outstanding of, and accrued
interest on, the Loans and other amounts payable by such Designated Borrower
hereunder and under its Notes shall automatically become immediately due and
payable without presentment, demand, protest or other formalities of any kind,
all of which are hereby expressly waived by such Designated Borrower and the
Company.


                  SECTION 10.  THE ADMINISTRATIVE AGENT.

                  10.01 APPOINTMENT, POWERS AND IMMUNITIES. Each Lender hereby
irrevocably (but subject to Section 10.08) appoints and authorizes the
Administrative Agent to act as its agent hereunder with such powers as are
specifically delegated to the Administrative Agent by the terms of this
Agreement together with such other powers as are reasonably incidental thereto.
The Administrative Agent (which term as used in this sentence and in Section
10.05 and the first sentence of Section 10.06 shall include reference to its
Affiliates and its own and its affiliates' officers, directors, employees and
agents): (a) shall have no duties or responsibilities except those expressly set
forth in this Agreement and shall not by reason of this Agreement be a trustee
for any Lender; (b) shall not be responsible to the Lenders for any recitals,
statements, representations or warranties contained in this Agreement or in any
certificate or other document referred to or provided for in, or received by any
of them under, this Agreement or for the value, validity, effectiveness,
genuineness, enforceability or sufficiency of this Agreement, any Note or any
other document referred to or provided for herein or for any failure by the
Company or any other Person to perform any of its obligations hereunder or
thereunder; (c) shall not be required to initiate or conduct any litigation or
collection proceedings hereunder; and (d) shall not be responsible for any
action taken or omitted to be taken by it hereunder or under any other document
or instrument referred to or provided for herein or in connection herewith,
except for its own gross negligence or willful misconduct. The Administrative
Agent may employ agents

                                      -52-


and attorneys-in-fact and shall not be responsible for the negligence or
misconduct of any such agents or attorneys-in-fact selected by it with
reasonable care.

                  10.02 RELIANCE BY ADMINISTRATIVE AGENT. The Administrative
Agent shall be entitled to rely upon any certification, notice or other
communication (including any thereof by telephone, telex, telegram or cable)
believed by it to be genuine and correct and to have been signed or sent by or
on behalf of the proper Person or Persons, and upon advice and statements of
legal counsel, independent accountants and other experts selected by the
Administrative Agent. As to any matters not expressly provided for by this
Agreement, the Administrative Agent shall in all cases be fully protected in
acting, or in refraining from acting, hereunder in accordance with instructions
signed by the Majority Lenders (or such other number of Lenders as is expressly
required hereby), and such instructions of the Majority Lenders (or such other
number of Lenders) and any action taken or failure to act pursuant thereto shall
be binding on all the Lenders.

                  10.03 DEFAULTS. The Administrative Agent shall not be deemed
to have knowledge of the occurrence of a Default unless the Administrative Agent
has received notice from a Lender or the Company specifying such Default and
stating that such notice is a "Notice of Default". In the event that the
Administrative Agent receives such a notice of the occurrence of a Default, the
Administrative Agent shall give prompt notice thereof to the Lenders. The
Administrative Agent shall (subject to Section 10.07) take such action with
respect to such Default as shall be directed by the Majority Lenders, PROVIDED
that, unless and until the Administrative Agent shall have received such
directions, the Administrative Agent may (but shall not be obligated to) take
such action, or refrain from taking such action, with respect to such Default as
it shall deem advisable in the best interest of the Lenders.

                  10.04 RIGHTS AS A LENDER. With respect to its Commitment and
the Loans made by it, JPMCB (and any successor acting as Administrative Agent),
in its capacity as a Lender hereunder shall have the same rights and powers
hereunder as any other Lender and may exercise the same as though it were not
acting as the Administrative Agent, and the term "Lender" or "Lenders" shall,
unless the context otherwise indicates, include the Administrative Agent in its
individual capacity. JPMCB (and any successor acting as Administrative Agent)
and its Affiliates may (without having to account therefor to any Lender) accept
deposits from, lend money to and generally engage in any kind of banking, trust
or other business with the Company (and any of its Affiliates) as if it were not
acting as the Administrative Agent, and JPMCB and its Affiliates may accept fees
and other consideration from the Company for services in connection with this
Agreement or otherwise without having to account for the same to the Lenders.

                  10.05 INDEMNIFICATION. The Lenders agree to indemnify the
Administrative Agent (to the extent not reimbursed under Section 12.03, but
without limiting the obligations of the Company under said Section 12.03),
ratably in accordance with their respective Commitments, for any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind and nature whatsoever which may be
imposed on, incurred by or asserted against the Administrative Agent in any way
relating to or arising out of this Agreement or any other documents contemplated
by or referred to herein or

                                      -53-


the transactions contemplated hereby (including, without limitation, the costs
and expenses which the Company is obligated to pay under Section 12.03 but
excluding, unless a Default has occurred and is continuing, normal
administrative costs and expenses incident to the performance of its agency
duties hereunder) or the enforcement of any of the terms hereof, or of any such
other documents, PROVIDED that no Lender shall be liable for any of the
foregoing to the extent they arise from the gross negligence or willful
misconduct of the party to be indemnified.

                  10.06 NON-RELIANCE ON ADMINISTRATIVE AGENT AND OTHER LENDERS.
Each Lender agrees that it has, independently and without reliance on the
Administrative Agent or any other Lender, and based on such documents and
information as it has deemed appropriate, made its own credit analysis of the
Company and its Subsidiaries and decision to enter into this Agreement and 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 deem
appropriate at the time, continue to make its own analysis and decisions in
taking or not taking action under this Agreement. The Administrative Agent shall
not be required to keep itself informed as to the performance or observance by
any Obligor of this Agreement or any other document referred to or provided for
herein or to inspect the properties or books of the Company or any Subsidiary of
the Company. Except for notices, reports and other documents and information
expressly required to be furnished to the Lenders by the Administrative Agent
hereunder, the Administrative Agent shall not have any duty or responsibility to
provide any Lender with any credit or other information concerning the affairs,
financial condition or business of the Company or any Subsidiary of the Company
(or any of their affiliates) which may come into the possession of the
Administrative Agent or any of its Affiliates.

                  10.07 FAILURE TO ACT. Except for action expressly required of
the Administrative Agent hereunder the Administrative Agent shall in all cases
be fully justified in failing or refusing to act hereunder unless it shall be
indemnified to its satisfaction by the Lenders against any and all liability and
expense which may be incurred by it by reason of taking or continuing to take
any such action.

                  10.08 RESIGNATION OR REMOVAL OF 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 giving notice
thereof to the Lenders and the Company and the Administrative Agent may be
removed at any time with or without cause by the Majority Lenders. Upon any such
resignation or removal, the Majority Lenders shall have the right to appoint a
successor Administrative Agent. If no successor Administrative Agent shall have
been so appointed by the Majority Lenders and shall have accepted such
appointment within 30 days after the retiring Administrative Agent's giving of
notice of resignation or the Majority Lenders' removal of the retiring
Administrative Agent, then the retiring Administrative Agent may, on behalf of
the Lenders, appoint a successor Administrative Agent, which shall be a bank
with a combined capital and surplus of at least $100,000,000 which has an office
in New York, New York. Upon the acceptance of any appointment as Administrative
Agent hereunder by a successor Administrative Agent, such successor
Administrative Agent shall thereupon succeed to and become vested with all the
rights, powers, privileges and duties of the retiring Administrative Agent, and
the retiring Administrative Agent shall be discharged from its duties and
obligations hereunder. After any retiring Administrative Agent's resignation or
removal

                                      -54-


hereunder as Administrative Agent, the provisions of this Section 10 shall
continue in effect for its benefit in respect of any actions taken or omitted to
be taken by it while it was acting as the Administrative Agent.

                  10.09 LEAD ARRANGER AND OTHER AGENTS. Anything herein to the
contrary notwithstanding, the Sole Lead Arranger and Sole Bookrunner, the
Co-Syndication Agents and the Co-Documentation Agents listed on the cover page
shall not have any duties or responsibilities under this Agreement, except in
their capacity, if any, as Lenders.


                  SECTION 11.  GUARANTEE.

                  11.01 GUARANTEE. The Company hereby guarantees to each Lender
and the Administrative Agent and their respective successors and assigns the
prompt payment in full when due (whether at stated maturity, by acceleration, by
optional prepayment or otherwise) of the principal of and interest on the Loans
made by the Lenders to, and the Notes held by each Lender of, any Designated
Borrower and all other amounts from time to time owing to the Lenders or the
Administrative Agent by any Designated Borrower under this Agreement pursuant to
its Designation Letter and under the Notes, in each case strictly in accordance
with the terms thereof (such obligations being herein collectively called the
"GUARANTEED OBLIGATIONS"). The Company hereby further agrees that if any
Designated Borrower shall fail to pay in full when due (whether at stated
maturity, by acceleration, by optional prepayment or otherwise) any of the
Guaranteed Obligations, the Company will promptly pay the same, without any
demand or notice whatsoever, and that in the case of any extension of time of
payment or renewal of any of the Guaranteed Obligations, the same will be
promptly paid in full when due (whether at extended maturity, by acceleration or
otherwise) in accordance with the terms of such extension or renewal.

                  11.02 OBLIGATIONS UNCONDITIONAL. The obligations of the
Company hereunder are unconditional irrespective of (a) the value, genuineness,
validity, regularity or enforceability of any of the Guaranteed Obligations, (b)
any modification, amendment or variation in or addition to the terms of any of
the Guaranteed Obligations or any covenants in respect thereof or any security
therefor, (c) any extension of time for performance or waiver of performance of
any covenant of any Designated Borrower or any failure or omission to enforce
any right with regard to any of the Guaranteed Obligations, (d) any exchange,
surrender, release of any other guaranty of or security for any of the
Guaranteed Obligations, or (e) any other circumstance with regard to any of the
Guaranteed Obligations which may or might in any manner constitute a legal or
equitable discharge or defense of a surety or guarantor, it being the intent
hereof that the obligations of the Company hereunder shall be absolute and
unconditional under any and all circumstances.

                  The Company hereby expressly waives diligence, presentment,
demand, protest, and all notices whatsoever with regard to any of the Guaranteed
Obligations and any requirement that the Administrative Agent or any Lender
exhaust any right, power or remedy or proceed against any Designated Borrower
hereunder or under the Designation Letter of such Designated Borrower or any
Note of such Designated Borrower or any other guarantor of or any security for
any of the Guaranteed Obligations.

                                      -55-


                  11.03 REINSTATEMENT. The guarantee in this Section 11 shall be
automatically reinstated if and to the extent that for any reason any payment by
or on behalf of any Designated Borrower in respect of the Guaranteed Obligations
is rescinded or must be otherwise restored by any holder(s) of any of the
Guaranteed Obligations, whether as a result of any proceedings in bankruptcy or
reorganization or otherwise.

                  11.04 SUBROGATION. Until the termination of the Commitments
and the payment in full of the principal of and interest on the Loans and all
other amounts payable to the Administrative Agent or any Lender hereunder, the
Company hereby irrevocably waives all rights of subrogation or contribution,
whether arising by operation of law (including, without limitation, any such
right arising under the Bankruptcy Code) or otherwise, by reason of any payment
by it pursuant to the provisions of this Section 11.

                  11.05 REMEDIES. The Company agrees that, as between the
Company on the one hand and the Lenders and the Administrative Agent on the
other hand, the obligations of any Designated Borrower guaranteed under this
Agreement may be declared to be forthwith due and payable, or may be deemed
automatically to have been accelerated, as provided in Section 9, for purposes
of Section 11.01 notwithstanding any stay, injunction or other prohibition
(whether in a bankruptcy proceeding affecting such Designated Borrower or
otherwise) preventing such declaration as against such Designated Borrower and
that, in the event of such declaration or automatic acceleration such
obligations (whether or not due and payable by such Designated Borrower) shall
forthwith become due and payable by the Company for purposes of said Section
11.01.

                  11.06 CONTINUING GUARANTEE. The guarantee in this Section 11
is a continuing guarantee and shall apply to all Guaranteed Obligations whenever
arising.

                  SECTION 12.  MISCELLANEOUS.

                  12.01 WAIVER. No failure on the part of the Administrative
Agent or any Lender to exercise and no delay in exercising, and no course of
dealing with respect to, any right, power or privilege under this Agreement, any
Designation Letter or any Note shall operate as a waiver thereof, nor shall any
single or partial exercise of any right, power or privilege under this
Agreement, any Designation Letter or any Note preclude any other or further
exercise thereof or the exercise of any other right, power or privilege. The
remedies provided herein and therein are cumulative and not exclusive of any
remedies provided by law.

                  12.02 NOTICES. All notices and other communications provided
for herein (including, without limitation, any modifications of, or requests,
demands, waivers or consents under, this Agreement) shall be given or made in
writing and telecopied, mailed or delivered to the intended recipient at (i) in
the case of the Company or the Administrative Agent, the "Address for Notices"
specified below its name on the signature pages hereof and (ii) in the case of
each Lender, the address (or telecopy) set forth in its Administrative
Questionnaire; or, as to any party, at such other address as shall be designated
by such party in a notice to each other party. Except as otherwise provided in
this Agreement, all such communications shall be deemed to have been duly given
when transmitted by telecopier or personally delivered or, in the

                                      -56-


case of a mailed notice, upon receipt, in each case given or addressed as
aforesaid. Notices and other communications to the Lenders hereunder may be
delivered or furnished by electronic communications pursuant to procedures
approved by the Administrative Agent; PROVIDED that the foregoing shall not
apply to notices pursuant to Section 2 unless otherwise agreed by the
Administrative Agent and the applicable Lender. The Administrative Agent or the
Company may, in its discretion, agree to accept notices and other communications
to it hereunder by electronic communications pursuant to procedures approved by
it; PROVIDED that approval of such procedures may be limited to particular
notices or communications. Each Designated Borrower hereby agrees that each
notice or other communication provided for herein may be furnished to the
Company or by the Company on its behalf in the manner specified above and each
Designated Borrower further agrees that failure of the Company to deliver to
such Designated Borrower any notice furnished in accordance with this Section
12.02 shall not affect the validity of such notice.

                  12.03 EXPENSES, ETC. The Company agrees to pay or reimburse
each of the Lenders and the Administrative Agent for paying: (a) the reasonable
fees and expenses of Milbank, Tweed, Hadley & McCloy LLP, special New York
counsel to the Administrative Agent, in connection with (i) the preparation,
execution and delivery of this Agreement, the Designation Letters and the Notes
and the making of the Loans hereunder and (ii) any amendment, modification or
waiver (whether or not such amendment, modification or waiver shall become
effective) of any of the terms of this Agreement or any of the Notes; (b) all
reasonable costs and expenses of the Lenders and the Administrative Agent
(including reasonable counsels' fees) in connection with the enforcement of this
Agreement, any Designation Letter or any of the Notes; and (c) all transfer,
stamp, documentary or other similar taxes, assessments or charges levied by any
governmental or revenue authority in respect of this Agreement, any Designation
Letter, any of the Notes or any other document referred to herein.

                  The Company hereby agrees to indemnify the Administrative
Agent and each Lender and their respective directors, officers, employees and
agents from, and hold each of them harmless against, any and all losses,
liabilities, claims, damages, costs, expenses, taxes or penalties incurred by
any of them arising out of, by reason of or as a consequence of (i) any
representation or warranty made or deemed to be made by the Company in Section 7
or in any Designation Letter proving to have been false or misleading as of the
time made in any material respect or (ii) any investigation or litigation or
other proceedings (including any threatened investigation or litigation or other
proceedings) relating to any actual or proposed use by the Company or any
Subsidiary of the Company of the proceeds of any of the Loans, including,
without limitation, the reasonable fees and disbursements of counsel incurred in
connection with any such investigation or litigation or other proceedings (but
excluding any such losses, liabilities, claims, damages, costs, expenses, taxes
or penalties incurred by reason of the gross negligence or willful misconduct of
the Person to be indemnified).

                  12.04 AMENDMENTS, ETC. Except as otherwise expressly provided
in this Agreement, any provision of this Agreement may be amended or modified
only by an instrument in writing signed by the Company, the Administrative Agent
and the Majority Lenders, or by the Company, and the Administrative Agent acting
with the consent of the Majority Lenders, and any provision of this Agreement
may be waived by the Majority Lenders or by the

                                      -57-


Administrative Agent acting with the consent of the Majority Lenders; PROVIDED
that no amendment, modification or waiver shall, unless by an instrument signed
by all of the Lenders or by the Administrative Agent acting with the consent of
all of the Lenders: (i) increase or extend the term, or extend the time or waive
any requirement for the reduction or termination, of the Commitments, (ii)
extend the date fixed for the payment of any principal of or interest on any
Loan, (iii) reduce the amount of any principal of any Loan or the rate at which
interest or any fee is payable hereunder, (iv) alter the terms of Section 11 or
release the Company from any of its material obligations thereunder, (v) alter
the terms of this Section 12.04, (vi) amend the definition of the term "Majority
Lenders" or modify in any other manner the number or percentage of the Lenders
required to make any determinations or waive any rights hereunder or to modify
any provision hereof, (vii) amend the definition of the term "Alternative
Currency" or (viii) waive any of the conditions precedent set forth in Section
6; and PROVIDED, FURTHER, that any amendment of Section 10, or which increases
the obligations or alters the rights of the Administrative Agent hereunder,
shall require the consent of the Administrative Agent.

                  12.05  ASSIGNMENTS AND PARTICIPATIONS.

                  (a) No Obligor may assign any of its rights or obligations
hereunder or under the Notes without the prior consent of all of the Lenders and
the Administrative Agent.

                  (b) (i) Subject to the conditions set forth in paragraph
(b)(ii) below, any Lender may assign to one or more assignees all or a portion
of its rights and obligations under this Agreement (including all or a portion
of its Commitment and the Loans at the time owing to it) with the prior written
consent (such consent not to be unreasonably withheld) of:

                           (A) the Company, PROVIDED that no consent of the
                  Company shall be required for an assignment to a Lender, an
                  Affiliate of a Lender, an Approved Fund (as defined below) or,
                  if an Event of Default has occurred and is continuing, any
                  other assignee; and

                           (B) the Administrative Agent, PROVIDED that no
                  consent of the Administrative Agent shall be required for an
                  assignment to an assignee that is a Lender immediately prior
                  to giving effect to such assignment.

                  (ii) Assignments shall be subject to the following additional
                  conditions:

                           (A) except in the case of an assignment to a Lender
                  or an Affiliate of a Lender or an assignment of the entire
                  remaining amount of the assigning Lender's Commitment, the
                  amount of the Commitment of the assigning Lender subject to
                  each such assignment (determined as of the date the Assignment
                  and Assumption with respect to such assignment is delivered to
                  the Administrative Agent) shall not be less than $5,000,000
                  unless each of the Company and the Administrative Agent
                  otherwise consent, PROVIDED that no such consent of the
                  Company shall be required if an Event of Default has occurred
                  and is continuing;

                           (B) each partial assignment shall be made as an
                  assignment of a proportionate part of all the assigning
                  Lender's rights and obligations under this

                                      -58-


                  Agreement, PROVIDED that this clause shall not apply to
                  rights in respect of outstanding Competitive Loans;

                           (C) the parties to each assignment shall execute and
                  deliver to the Administrative Agent an Assignment and
                  Assumption, together with a processing and recordation fee of
                  $3,500;

                           (D) the assignee, if it shall not be a Lender, shall
                  deliver to the Administrative Agent an Administrative
                  Questionnaire; and

                           (E) in the case of an assignment to a CLO (as defined
                  below), the assigning Lender shall retain the sole right to
                  approve any amendment, modification or waiver of any provision
                  of this Agreement, PROVIDED that the Assignment and Assumption
                  between such Lender and such CLO may provide that such Lender
                  will not, without the consent of such CLO, agree to any
                  amendment, modification or waiver described in the first
                  proviso to Section 12.04 that affects such CLO.

                  For the purposes of this Section 12.05(a), the terms "Approved
Fund" and "CLO" have the following meanings:

                           "APPROVED FUND" means (a) a CLO and (b) with respect
         to any Lender that is a fund which invests in bank loans and similar
         extensions of credit, any other fund that invests in bank loans and
         similar extensions of credit and is managed by the same investment
         advisor as such Lender or by an Affiliate of such investment advisor.

                           "CLO" means any entity (whether a corporation,
         partnership, trust or otherwise) that is engaged in making, purchasing,
         holding or otherwise investing in bank loans and similar extensions of
         credit in the ordinary course of its business and is administered or
         managed by a Lender or an Affiliate of such Lender.

                  (iii) Subject to acceptance and recording thereof pursuant to
paragraph (b)(iv) of this Section 12.05, from and after the effective date
specified in each Assignment and Assumption the assignee thereunder shall be a
party hereto and, to the extent of the interest assigned by such Assignment and
Assumption, have the rights and obligations of a Lender under this Agreement,
and the assigning Lender thereunder shall, to the extent of the interest
assigned by such Assignment and Assumption, be released from its obligations
under this Agreement (and, in the case of an Assignment and Assumption covering
all of the assigning Lender's rights and obligations under this Agreement, such
Lender shall cease to be a party hereto but shall continue to be entitled to the
benefits of Sections 5.01, 5.05, 5.06 and 12.03). Any assignment or transfer by
a Lender of rights or obligations under this Agreement that does not comply with
this Section 12.05(b) shall be treated for purposes of this Agreement as a sale
by such Lender of a participation in such rights and obligations in accordance
with Section 12.05(c).

                  (iv) The Administrative Agent, acting for this purpose as an
agent of the Company, shall maintain at one of its offices a copy of each
Assignment and Assumption delivered to it and a register for the recordation of
the names and addresses of the Lenders, and

                                      -59-


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 Company, 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 Company and any Lender, at any reasonable time
and from time to time upon reasonable prior notice.

                  (v) Upon its receipt of a duly completed Assignment and
Assumption executed by an assigning Lender and an assignee, the assignee's
completed Administrative Questionnaire (unless the assignee shall already be a
Lender hereunder), the processing and recordation fee referred to in Section
12.05(b) and any written consent to such assignment required thereby, the
Administrative Agent shall accept such Assignment and Assumption and record the
information contained therein in the Register. No assignment shall be effective
for purposes of this Agreement unless it has been recorded in the Register as
provided in this paragraph.

                  (c) (i) Any Lender may, without the consent of the Company or
the Administrative Agent, sell participations to one or more banks or other
entities (a "PARTICIPANT") in all or a portion of such Lender's rights and
obligations under this Agreement (including all or a portion of its Commitment
and the Loans owing to it); PROVIDED that (A) such Lender's obligations under
this Agreement shall remain unchanged, (B) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations
and (C) the Company, the Administrative Agent and the other Lenders shall
continue to deal solely and directly with such Lender in connection with such
Lender's rights and obligations under this Agreement. Any agreement or
instrument pursuant to which a Lender sells such a participation shall provide
that such Lender shall retain the sole right to enforce this Agreement and to
approve any amendment, modification or waiver of any provision of this
Agreement; PROVIDED that such agreement or instrument may provide that such
Lender will not, without the consent of the Participant, agree to any amendment,
modification or waiver described in the first proviso to Section 12.04 that
affects such Participant. Subject to paragraph (c)(ii) of this Section 12.05,
the Company agrees that each Participant shall be entitled to the benefits of
Sections 5.01, 5.05 and 5.06 to the same extent as if it were a Lender and had
acquired its interest by assignment pursuant to paragraph (b) of this Section
12.05. To the extent permitted by law, each Participant also shall be entitled
to the benefits of Section 4.05(a) as though it were a Lender, provided such
Participant agrees to be subject to Section 4.05(b) as though it were a Lender.

                  (ii) A Participant shall not be entitled to receive any
greater payment under Section 5.01 or 5.06 than the applicable Lender would have
been entitled to receive with respect to the participation sold to such
Participant, unless the sale of the participation to such Participant is made
with the Company's prior written consent.

                  (d) Any Lender may at any time pledge or assign a security
interest in all or any portion of its rights under this Agreement to secure
obligations of such Lender, including any pledge or assignment to secure
obligations to a Federal Reserve Bank, and this Section shall not apply to any
such pledge or assignment of a security interest; PROVIDED that no such pledge
or assignment of a security interest shall release a Lender from any of its
obligations hereunder or

                                      -60-


substitute any such pledgee or assignee for such Lender as a party hereto.

                  (e) A Lender may furnish any information concerning the
Company or any of its Subsidiaries in the possession of such Lender from time to
time to assignees and participants (including prospective assignees and
participants).

                  12.06 SURVIVAL. The obligations of any Borrower under Sections
5.01, 5.05 and 5.06, the obligations of the Lenders under Section 10.05 and the
obligations of the Company under Section 12.03 shall survive the repayment of
the Loans and the termination of the Commitments. In addition, each
representation and warranty made, or deemed to be made, by a notice of borrowing
of Loans hereunder shall survive the making of such Loans, and no Lender shall
be deemed to have waived, by reason of making any Loan, any Default or Event of
Default which may arise by reason of such representation or warranty proving to
have been false or misleading, notwithstanding that such Lender or the
Administrative Agent may have had notice or knowledge or reason to believe that
such representation or warranty was false or misleading at the time such Loan
was made.

                  12.07 CAPTIONS. Captions and section headings appearing herein
are included solely for convenience of reference and are not intended to affect
the interpretation of any provision of this Agreement.

                  12.08 COUNTERPARTS; EFFECTIVENESS. This Agreement may be
executed in any number of counterparts, each of which shall be identical and all
of which, when taken together, shall constitute one and the same instrument, and
any of the parties hereto may execute this Agreement by signing any such
counterpart. Except as provided in Section 6.01, this Agreement shall become
effective when it shall have been executed by 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, and
thereafter shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns. Delivery of an executed counterpart
of a signature page to this Agreement by telecopy shall be effective as delivery
of a manually executed counterpart of this Agreement.

                  12.09 GOVERNING LAW; JURISDICTION; SERVICE OF PROCESS; WAIVER
OF JURY TRIAL; ETC.

                  (a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. ANY LEGAL ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY, AND ANY ACTION OR PROCEEDING TO EXECUTE OR OTHERWISE
ENFORCE ANY JUDGMENT OBTAINED IN CONNECTION THEREWITH, MAY BE INSTITUTED IN THE
SUPREME COURT OF THE STATE OF NEW YORK, COUNTY OF NEW YORK OR IN THE U.S.
DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, AND EACH OBLIGOR
IRREVOCABLY AND UNCONDITIONALLY SUBMITS GENERALLY (BUT NON-EXCLUSIVELY) TO THE
JURISDICTION OF EACH SUCH COURT. THE COMPANY IRREVOCABLY CONSENTS TO THE SERVICE
OF ANY AND ALL PROCESS IN ANY SUCH ACTION OR PROCEEDING

                                      -61-


BY THE MAILING OF COPIES OF SUCH PROCESS TO THE COMPANY AT ITS ADDRESS SET FORTH
UNDERNEATH ITS SIGNATURE HERETO. EACH DESIGNATED BORROWER HEREBY AGREES THAT
SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING BROUGHT IN NEW YORK MAY BE
MADE UPON SUCH DESIGNATED BORROWER BY SERVICE UPON THE COMPANY AT THE "ADDRESS
FOR NOTICES" SPECIFIED BELOW ITS NAME ON THE SIGNATURE PAGES HEREOF AND EACH
DESIGNATED BORROWER HEREBY IRREVOCABLY APPOINTS THE COMPANY AS ITS AUTHORIZED
AGENT ("PROCESS AGENT") TO ACCEPT, ON BEHALF OF ITSELF AND ITS PROPERTY, SUCH
SERVICE OF PROCESS IN NEW YORK. EACH OBLIGOR 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.
EACH OBLIGOR IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY
OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY
SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING
BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH OBLIGOR
FURTHER AGREES THAT ANY SUCH ACTION OR PROCEEDING AGAINST THE ADMINISTRATIVE
AGENT AND/OR ANY OF THE LENDERS SHALL BE BROUGHT ONLY IN THE SUPREME COURT OF
THE STATE OF NEW YORK, COUNTY OF NEW YORK OR IN THE U.S. DISTRICT COURT FOR THE
SOUTHERN DISTRICT OF NEW YORK AND THE ADMINISTRATIVE AGENT AND THE LENDERS
HEREBY CONSENT TO THE JURISDICTION OF SUCH COURTS FOR SUCH PURPOSE.

                  (b) EACH OF THE OBLIGORS, THE ADMINISTRATIVE AGENT AND THE
LENDERS HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY
AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

                  12.10 SUCCESSORS AND ASSIGNS. This Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and permitted assigns.

                  12.11 JUDGMENT CURRENCY. This is an international loan
transaction in which the specification of Dollars or an Alternative Currency, as
the case may be (the "SPECIFIED CURRENCY"), and any payment in New York City or
the country of the Specified Currency, as the case may be (the "SPECIFIED
PLACE"), is of the essence, and the Specified Currency shall be the currency of
account in all events relating to Loans denominated in the Specified Currency.
The payment obligations of the Obligors under this Agreement and the Notes shall
not be discharged by an amount paid in another currency or in another place,
whether pursuant to a judgment or otherwise, to the extent that the amount so
paid on conversion to the Specified Currency and transfer to the Specified Place
under normal banking procedures does not yield the amount of the Specified
Currency due hereunder at the Specified Place. If for the purpose of obtaining
judgment in any court it is necessary to convert a sum due hereunder in the
Specified Currency

                                      -62-


into another currency (the "SECOND CURRENCY"), the rate of exchange which shall
be applied shall be that at which in accordance with normal banking procedures
the Administrative Agent could purchase the Specified Currency with the Second
Currency on the Business Day next preceding that on which such judgment is
rendered. The obligation of each Obligor in respect of any such sum due from it
to the Administrative Agent or any Lender hereunder (an "ENTITLED PERSON")
shall, notwithstanding the rate of exchange actually applied in rendering such
judgment, be discharged only to the extent that on the Business Day following
receipt by such Entitled Person of any sum adjudged to be due hereunder or under
the Notes in the Second Currency such Entitled Person may in accordance with
normal banking procedures purchase and transfer to the Specified Place the
Specified Currency with the amount of the Second Currency so adjudged to be due;
and each Obligor hereby, as a separate obligation and notwithstanding any such
judgment, agrees to indemnify such Entitled Person against, and to pay such
Entitled Person on demand in the Specified Currency, any difference between the
sum originally due to such Entitled Person in the Specified Currency and the
amount of the Specified Currency so purchased and transferred.

                  12.12 WAIVER OF NOTICE UNDER EXISTING CREDIT AGREEMENT. By its
execution hereof, each undersigned Lender that also is a party to the credit
agreement referred to in Section 6.01(c) hereby waives the provisions of such
credit agreement that would require advance notice for the termination of
commitments thereunder; PROVIDED that the foregoing waiver shall apply only to
the termination of all commitments under such credit agreement and repayment of
all loans outstanding thereunder in connection with the effectiveness of this
Agreement.

                                      -63-


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

                                    NEWELL RUBBERMAID INC.

                                    By:  /s/ C.R. DAVENPORT
                                         -----------------------------
                                      Name:  C.R. Davenport
                                      Title:  Vice President-Treasurer

                                    Address for Notices:

                                    Newell Rubbermaid Inc.
                                    29 East Stephenson Street
                                    Freeport, Illinois 61032

                                    Attention:  C.R. Davenport
                                                   Vice President-Treasurer

                                    Telecopier No.:  (815) 233-8060
                                    Telephone No.:  (815) 233-8040



                                    THE ADMINISTRATIVE AGENT

                                    JPMORGAN CHASE BANK,
                                      as Administrative Agent


                                    By:   /s/ RANDOLPH E. CATES
                                         -----------------------------
                                      Name:  Randolph E. Cates
                                      Title:  Vice President

                                    Address for Notices:

                                    JPMorgan Chase Bank
                                    Loan and Agency Services Group
                                    1 Chase Manhattan Plaza
                                    8th Floor
                                    New York, New York 10081

                                    Attention:  Concetta Prainito

                                    Telecopier No.:  (212) 552-5662
                                    Telephone No.:  (212) 552-7241



                                    LENDERS

                                    JPMORGAN CHASE BANK

                                    By:   /s/ RANDOLPH E. CATES
                                         -----------------------------
                                      Name:  Randolph E. Cates
                                      Title:  Vice President



                                    BANK OF AMERICA, N.A.

                                    By:   /s/ SHARON BURKS HOROS
                                         -----------------------------
                                      Name:  Sharon Burks Horos
                                      Title:  Vice President



                                      BANK ONE, NA

                                      By:   /s/ MOLLY MORAWSKI
                                         -----------------------------
                                        Name:  Molly Morawski
                                        Title:  Director, Capital Markets



                                      BNP PARIBAS

                                      By:   /s/ JO ELLEN BENDER
                                         -----------------------------
                                        Name:  Jo Ellen Bender
                                        Title:  Managing Director

                                      By:   /s/ PETER LABRIE
                                         -----------------------------
                                        Name:  Peter Labrie
                                        Title:  Central Region Manager



                                      BARCLAYS BANK PLC

                                      By:   /s/ L. PETER YETMAN
                                         -----------------------------
                                        Name:  L. Peter Yetman
                                        Title:  Director



                                      COMMERZBANK AG, NEW YORK AND
                                      GRAND CAYMAN BRANCHES

                                      By:   /s/ MARK MONSON
                                         -----------------------------
                                        Name:  Mark Monson
                                        Title:  Vice President

                                      By:  /s/ ALBERT MORROW
                                         -----------------------------
                                        Name:  Albert Morrow
                                        Title:  Assistant Treasurer



                                        THE BANK OF TOKYO-MITSUBISHI, LTD.,
                                        CHICAGO BRANCH

                                        By:  /s/ SHINICHIRO MUNECHIKA
                                         -----------------------------
                                          Name:  Shinichiro Munechika
                                          Title:  Deputy General Manager



                                        CITIBANK, N.A.

                                        By:  /s/ DAVID L. HARRIS
                                         -----------------------------
                                          Name:  David L. Harris
                                          Title:  Vice President



                                        MORGAN STANLEY BANK

                                        By:  /s/ JAAP L. TONCKENS
                                         -----------------------------
                                          Name:  Jaap L. Tonckens
                                          Title:  Vice President



                                        THE NORTHERN TRUST COMPANY

                                        By:  /s/ CRAIG SMITH
                                         -----------------------------
                                          Name:  Craig Smith
                                          Title:  Vice President



                                        ING BANK N.V.

                                        By:  /s/ ALAN DUFFY
                                         -----------------------------
                                          Name:  Alan Duffy
                                          Title:  Director

                                        By:  /s/ AIDAN NEILL
                                         -----------------------------
                                          Name:  Aiden Neill
                                          Title:  Vice-President



                                        BANCA DI ROMA - CHICAGO BRANCH

                                        By:  /s/ JAMES SEMONCHIK
                                         -----------------------------
                                          Name:  James Semonchik
                                          Title:  Vice President

                                        By:  /s/ ENRICO VERDOSCIA
                                         -----------------------------
                                          Name:  Enrico Verdoscia
                                          Title:  Sr. Vice President



                                        U.S. BANK NATIONAL ASSOCIATION

                                        By:  /s/ JANELL W. STANOSZ
                                         -----------------------------
                                          Name:  Janell W. Stanosz
                                          Title:  Vice President



                                         THE BANK OF NEW YORK

                                         By:  /s/ MARK O'CONNOR
                                         -----------------------------
                                           Name:  Mark O'Connor
                                           Title:  Vice President



                                         NORDEA BANK EINLAND PLC

                                         By:  /s/ ULF FORSSTROM
                                         -----------------------------
                                           Name:  Ulf Forsstrom
                                           Title:  Vice President

                                         By:  /s/ THOMAS P. HICKEY
                                         -----------------------------
                                           Name:  Thomas P. Hickey
                                           Title:  Vice President



                                         DANSKE BANK A/S

                                         By:  /s/ GEORGE P. WENDELL
                                         -----------------------------
                                           Name:  George P. Wendell
                                           Title:  Vice President

                                         By:  /s/ JOHN A. O'NEILL
                                         -----------------------------
                                           Name:  John A. O'Neill
                                           Title:  Assistant General Manager



                                         FIFTH THIRD BANK (CHICAGO)

                                         By:  /s/ CHRISTOPHER D. JONES
                                         -----------------------------
                                           Name:  Christopher D. Jones
                                           Title:  Assistant Vice President