FIVE-YEAR COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT

Revolving Credit Agreement

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ITT INDUSTRIES INC

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Title: FIVE-YEAR COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT
Governing Law: New York Date: 11/10/2005
Industry: Conglomerates Sector: Conglomerates

FIVE-YEAR COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT, Parties: itt industries inc

<PAGE>

Exhibit 10.1

FIVE-YEAR COMPETITIVE ADVANCE AND

REVOLVING CREDIT FACILITY AGREEMENT

Dated as of November 10, 2005

among

ITT INDUSTRIES, INC.

THE LENDERS NAMED HEREIN

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent

and

DEUTSCHE BANK SECURITIES INC. and

CITICORP USA, INC. and

THE BANK OF TOKYO-MITSUBISHI LTD., NEW YORK BRANCH,

as Syndication Agents

and

SOCIETE GENERALE,

as Documentation Agent

----------

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

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TABLE OF CONTENTS

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ARTICLE I

DEFINITIONS

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

SECTION 1.02. Terms Generally............................................ 15

SECTION 1.03. Accounting Terms; GAAP..................................... 15

ARTICLE II

THE CREDITS

SECTION 2.01. Commitments................................................ 16

SECTION 2.02. Loans...................................................... 16

SECTION 2.03. Competitive Bid Procedure.................................. 18

SECTION 2.04. Revolving Borrowing Procedure.............................. 20

SECTION 2.05. Letters of Credit.......................................... 20

SECTION 2.06. Conversion and Continuation of Revolving Loans............. 25

SECTION 2.07. Fees....................................................... 26

SECTION 2.08. Repayment of Loans; Evidence of Debt....................... 27

SECTION 2.09. Interest on Loans.......................................... 27

SECTION 2.10. Default Interest........................................... 28

SECTION 2.11. Alternate Rate of Interest................................. 28

SECTION 2.12. Termination, Reduction, Extension and Increase of

Commitments............................................. 28

SECTION 2.13. Prepayment................................................. 30

SECTION 2.14. Reserve Requirements; Change in Circumstances.............. 31

SECTION 2.15. Change in Legality......................................... 32

SECTION 2.16. Indemnity.................................................. 33

SECTION 2.17. Pro Rata Treatment......................................... 34

SECTION 2.18. Sharing of Setoffs......................................... 34

SECTION 2.19. Payments................................................... 35

SECTION 2.20. Taxes...................................................... 35

SECTION 2.21. Duty to Mitigate; Assignment of Commitments Under Certain

Circumstances........................................... 38

ARTICLE III

REPRESENTATIONS AND WARRANTIES

SECTION 3.01. Organization; Powers....................................... 39

SECTION 3.02. Authorization.............................................. 39

SECTION 3.03. Enforceability............................................. 39

SECTION 3.04. Governmental Approvals..................................... 40

SECTION 3.05. Financial Statements....................................... 40

SECTION 3.06. Litigation; Compliance with Laws........................... 40

</TABLE>

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<TABLE>

SECTION 3.07. Federal Reserve Regulations................................ 40

SECTION 3.08. Investment Company Act; Public Utility Holding Company

Act..................................................... 41

SECTION 3.09. Use of Proceeds............................................ 41

SECTION 3.10. Full Disclosure; No Material Misstatements................. 41

SECTION 3.11. Taxes...................................................... 41

SECTION 3.12. Employee Pension Benefit Plans............................. 41

SECTION 3.13. OFAC....................................................... 41

ARTICLE IV

CONDITIONS OF LENDING

SECTION 4.01. All Extensions of Credit................................... 42

SECTION 4.02. Effective Date............................................. 42

SECTION 4.03. First Borrowing by Each Borrowing Subsidiary............... 43

ARTICLE V

COVENANTS

SECTION 5.01. Existence.................................................. 44

SECTION 5.02. Business and Properties.................................... 44

SECTION 5.03. Financial Statements, Reports, etc......................... 44

SECTION 5.04. Insurance.................................................. 45

SECTION 5.05. Obligations and Taxes...................................... 45

SECTION 5.06. Litigation and Other Notices............................... 45

SECTION 5.07. Maintaining Records; Access to Properties and Inspections.. 46

SECTION 5.08. Use of Proceeds............................................ 46

SECTION 5.09. Consolidations, Mergers, and Sales of Assets............... 46

SECTION 5.10. Limitations on Liens....................................... 46

SECTION 5.11. Limitations on Sale and Leaseback Transactions............. 48

SECTION 5.12. Consolidated EBITDA to Consolidated Interest Expense....... 49

ARTICLE VI

EVENTS OF DEFAULT

ARTICLE VII

GUARANTEE

ARTICLE VIII

THE ADMINISTRATIVE AGENT

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ARTICLE IX

MISCELLANEOUS

SECTION 9.01. Notices.................................................... 55

SECTION 9.02. Survival of Agreement...................................... 56

SECTION 9.03. Binding Effect............................................. 56

SECTION 9.04. Successors and Assigns..................................... 56

SECTION 9.05. Expenses; Indemnity........................................ 59

SECTION 9.06. APPLICABLE LAW............................................. 59

SECTION 9.07. Waivers; Amendment......................................... 59

SECTION 9.08. Entire Agreement........................................... 60

SECTION 9.09. Severability............................................... 60

SECTION 9.10. Counterparts............................................... 61

SECTION 9.11. Headings................................................... 61

SECTION 9.12. Right of Setoff............................................ 61

SECTION 9.13. JURISDICTION; CONSENT TO SERVICE OF PROCESS................ 61

SECTION 9.14. WAIVER OF JURY TRIAL....................................... 62

SECTION 9.15. Addition of Borrowing Subsidiaries......................... 62

SECTION 9.16. Conversion of Currencies................................... 63

SECTION 9.17. USA Patriot Act............................................ 63

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EXHIBITS AND SCHEDULES

<TABLE>

<S> <C>

Exhibit A-1 Form of Competitive Bid Request

Exhibit A-2 Form of Notice of Competitive Bid Request

Exhibit A-3 Form of Competitive Bid

Exhibit A-4 Form of Competitive Bid Accept/Reject Letter

Exhibit A-5 Form of Revolving Borrowing Request

Exhibit B Form of Assignment and Assumption

Exhibit C Form of Opinion of Counsel for ITT Industries, Inc.

Exhibit D Form of Borrowing Subsidiary Agreement

Exhibit E Form of Issuing Bank Agreement

Exhibit F Form of Note

Schedule 2.01 Commitments

Schedule 5.10 Existing Liens

</TABLE>

<PAGE>

FIVE-YEAR COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY

AGREEMENT (as it may be amended, supplemented or otherwise

modified, the "Agreement") dated as of November 10, 2005, among

ITT INDUSTRIES, INC., an Indiana corporation (the "Company"),

each Borrowing Subsidiary party hereto, the lenders listed in

Schedule 2.01 (together with their successors and permitted

assigns, the "Lenders"), JPMORGAN CHASE BANK, N.A., a New York

State banking organization, as administrative agent for the

Lenders (in such capacity, the "Administrative Agent"), DEUTSCHE

BANK SECURITIES INC., CITICORP USA, INC. and THE BANK OF

TOKYO-MITSUBISHI LTD., NEW YORK BRANCH, as Syndication Agents for

the Lenders, and SOCIETE GENERALE, as Documentation Agent for the

Lenders.

The Lenders have been requested to extend credit to the Borrowers

(such term and each other capitalized term used but not otherwise defined herein

having the meaning assigned to it in Article I) to enable them to borrow on a

standby revolving credit basis on and after the date hereof and at any time and

from time to time prior to the Maturity Date a principal amount not in excess of

$1,250,000,000 at any time outstanding. The Lenders have also been requested to

provide procedures pursuant to which the Borrowers may invite the Lenders to bid

on an uncommitted basis on short-term borrowings by the Borrowers and issuances

of letters of credit for the Borrowers. The proceeds of such borrowings are to

be used for working capital and other general corporate purposes (including,

without limitation, commercial paper backup). The letters of credit shall

support payment obligations incurred in the ordinary course of business by the

Borrowers. The Lenders are willing to extend credit on the terms and subject to

the conditions herein set forth.

Accordingly, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.01. Defined Terms. As used in this Agreement, the following

terms shall have the meanings specified below:

"ABR Borrowing" shall mean a Borrowing comprised of ABR Loans.

"ABR Loan" shall mean any ABR Revolving Loan.

"ABR Revolving Borrowing" shall mean a Revolving Borrowing comprised

of ABR Loans.

"ABR Revolving Loan" shall mean any Revolving Loan bearing interest at

a rate determined by reference to the Alternate Base Rate in accordance with the

provisions of Article II.

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"Accession Agreement" shall have the meaning assigned to such term in

Section 2.12(e).

"Administrative Fees" shall have the meaning assigned to such term in

Section 2.07(b).

"Administrative Questionnaire" shall mean an Administrative

Questionnaire in the form supplied by the Administrative Agent.

"Affiliate" shall mean, when used with respect to a specified Person,

another Person that directly or indirectly controls or is controlled by or is

under common control with the Person specified.

"Aggregate Credit Exposure" shall mean the aggregate amount of all the

Lenders' Credit Exposures.

"Agreement Currency" shall have the meaning assigned to such term in

Section 9.16(b).

"Alternate Base Rate" shall mean, for any day, a rate per annum

(rounded upwards, if necessary, to the next 1/16 of 1%) equal to the greater of

(a) the Prime Rate in effect on such day and (b) the Federal Funds Effective

Rate in effect on such day plus 1/2 of 1%. For purposes hereof, "Prime Rate"

shall mean the rate of interest per annum publicly announced from time to time

by the Administrative Agent as its prime rate in effect at its principal office

in New York City; each change in the Prime Rate shall be effective on the date

such change is publicly announced as effective. "Federal Funds Effective Rate"

shall mean, for any day, the weighted average of the rates on overnight Federal

funds transactions with members of the Federal Reserve System arranged by

Federal funds brokers, as released on the next succeeding Business Day by the

Federal Reserve Bank of New York, or, if such rate is not so released for any

day which is a Business Day, the arithmetic average (rounded upwards to the next

1/100th of 1%), as determined by the Administrative Agent, of the quotations for

the day of such transactions received by the Administrative Agent from three

Federal funds brokers of recognized standing selected by it. If for any reason

the Administrative Agent shall have determined (which determination shall be

conclusive absent manifest error) that it is unable to ascertain the Federal

Funds Effective Rate for any reason, including the inability or failure of the

Administrative Agent to obtain sufficient quotations in accordance with the

terms thereof, the Alternate Base Rate shall be determined without regard to

clause (b) of the first sentence of this definition until the circumstances

giving rise to such inability no longer exist. Any change in the Alternate Base

Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall

be effective on the effective date of such change in the Prime Rate or the

Federal Funds Effective Rate, respectively.

"Applicable Percentage" shall mean on any date, with respect to

Eurocurrency Loans, the Facility Fee or the L/C Participation Fee, as the case

may be, the applicable percentage set forth below under the caption

"Eurocurrency Spread," "Facility Fee Percentage" or "L/C Participation Fee

Percentage," as the case may be, based upon the Ratings in effect on such date

and, in the case of Eurocurrency Loans, the Utilization on such date:

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EUROCURRENCY SPREAD

(UTILIZATION < EUROCURRENCY SPREAD FACILITY FEE L/C PARTICIPATION

or = 50%) (UTILIZATION > 50%) PERCENTAGE FEE PERCENTAGE

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

CATEGORY 1

A2 OR HIGHER BY MOODY'S; .190% .290% .060% .290%

A OR HIGHER BY S & P;

A OR HIGHER BY FITCH

CATEGORY 2

A3 BY MOODY'S; .230% .330% .070% .330%

A- BY S & P;

A- BY FITCH

CATEGORY 3

BAA1 BY MOODY'S; .270% .370% .080% .370%

BBB+ BY S & P;

BBB+ BY FITCH

CATEGORY 4

BAA2 BY MOODY'S; .400% .500% .100% .500%

BBB BY S & P;

BBB BY FITCH

CATEGORY 5

BAA3 BY MOODY'S; .525% .625% .125% .625%

BBB- BY S & P;

BBB- BY FITCH

CATEGORY 6

LOWER THAN BAA3 BY MOODY'S; .700% .800% .200% .800%

LOWER THAN BBB- BY S & P;

LOWER THAN BBB- BY FITCH

</TABLE>

For purposes of the foregoing: (i) in the case of split Ratings from S&P,

Moody's and Fitch, the applicable Category shall be the highest Category

achieved or exceeded by at least two of the three Ratings, (ii) if any Rating

Agency shall not have a Rating in effect, such Rating Agency shall be deemed to

have a Rating in Category 6, and (iii) if any Rating shall be changed (other

than as a result of a change in the rating system of the applicable Rating

Agency), such change shall be effective as of the date on which it is first

announced by the Rating Agency making such change. Each change in the Applicable

Percentage shall apply to all outstanding Eurocurrency Loans and to L/C

Participation Fees and Facility Fees accruing during the period commencing on

the effective date of such change and ending on the date immediately preceding

the effective date of the next such change. If the rating system of any Rating

Agency shall change, the parties hereto shall negotiate in good faith to amend

the references to specific ratings in this definition to reflect such changed

rating system. If one of the Rating Agencies shall merge with or into or be

acquired by another Rating Agency, or shall otherwise cease to be in the

business of rating corporate debt obligations, then the applicable Category

shall be that corresponding to the higher of the two Ratings or, if the Ratings

differ by more than one Category, the Category one level above that

corresponding to the lower of the two Ratings.

<PAGE>

"Applicable Share" of any Lender at any time shall mean the percentage

of the Total Commitment represented by such Lender's Commitment. If the

Commitments shall be terminated pursuant to Article VI, the Applicable Shares of

the Lenders shall, subject only to assignments pursuant to Section 9.04, be

based upon the Commitments in effect immediately prior to such termination.

"Assignment and Assumption" shall mean an Assignment and Assumption

entered into by a Lender and an assignee in the form of Exhibit B.

"Board" shall mean the Board of Governors of the Federal Reserve

System of the United States.

"Board of Directors" shall mean the Board of Directors of a Borrower

or any duly authorized committee thereof.

"Borrower" shall mean the Company or any Borrowing Subsidiary.

"Borrowing" shall mean a group of Loans of a single Type made by the

Lenders (or, in the case of a Competitive Borrowing, by the Lender or Lenders

whose Competitive Bids have been accepted pursuant to Section 2.03) on a single

date and as to which a single Interest Period is in effect.

"Borrowing Date" shall mean any date on which a Borrowing is made or a

Letter of Credit issued hereunder.

"Borrowing Subsidiary" shall mean any Subsidiary which shall have

executed and delivered to the Administrative Agent for distribution to each

Lender a Borrowing Subsidiary Agreement.

"Borrowing Subsidiary Agreement" shall mean an agreement, in the form

of Exhibit D hereto, duly executed by the Company and a Subsidiary.

"Business Day" shall mean any day (other than a day which is a

Saturday, Sunday or legal holiday in the State of New York) on which banks are

open for business in New York City; provided, however, that, when used in

connection with a Eurocurrency Loan, the term "Business Day" shall also exclude

any day on which banks are not open for dealings in deposits in the applicable

currency in the London interbank market, and, when used in connection with

determining any date on which any amount is to be paid or made available in a

Non-US Currency, the term "Business Day" shall also exclude any day on which

commercial banks and foreign exchange markets are not open for business in the

principal financial center in the country of such Non-US Currency.

"Capitalized Lease-Back Obligation" shall mean with respect to a

Principal Property, at any date as of which the same is to be determined, the

total net rental obligations of the Company or a Restricted Subsidiary under a

lease of such Principal Property, entered into as part of an arrangement to

which the provisions of Section 5.11 are applicable (or would have been

applicable had such Restricted Subsidiary been a Restricted Subsidiary at the

time it entered into such lease), discounted to the date of computation at the

rate of interest per annum implicit in the lease (determined in accordance with

GAAP). The amount of the net rental obligation for any

<PAGE>

calendar year under any lease shall be the sum of the rental and other payments

required to be paid in such calendar year by the lessee thereunder, not

including, however, any amounts required to be paid by such lessee (whether or

not therein designated as rental or additional rental) on account of maintenance

and repairs, insurance, taxes, assessments, water rates and similar charges.

A "Change in Control" shall be deemed to have occurred if (a) any

Person or group of Persons shall have acquired beneficial ownership of more than

30% of the outstanding Voting Shares of the Company (within the meaning of

Section 13(d) or 14(d) of the Exchange Act and the applicable rules and

regulations thereunder), or (b) during any period of 12 consecutive months,

commencing after the Effective Date, individuals who on the first day of such

period were directors of the Company (together with any replacement or

additional directors who were nominated or elected by a majority of directors

then in office) cease to constitute a majority of the Board of Directors of the

Company.

"Code" shall mean the Internal Revenue Code of 1986, as the same may

be amended from time to time.

"Commitment" shall mean, with respect to each Lender, the commitment

of such Lender hereunder as set forth as of the Effective Date in Schedule 2.01

under the heading "Commitment" or in an Assignment and Assumption delivered by

such Lender under Section 9.04 as such Lender's Commitment may be permanently

terminated or reduced from time to time pursuant to Section 2.12 or pursuant to

one or more assignments under Section 9.04. The Commitment of each Lender shall

automatically and permanently terminate on the Maturity Date if not terminated

earlier pursuant to the terms hereof.

"Competitive Bid" shall mean an offer by a Lender to make a

Competitive Loan pursuant to Section 2.03.

"Competitive Bid Accept/Reject Letter" shall mean a notification made

by a Borrower pursuant to Section 2.03(d) in the form of Exhibit A-4.

"Competitive Bid Rate" shall mean, as to any Competitive Bid, (i) in

the case of a Eurocurrency Loan, the Margin, and (ii) in the case of a Fixed

Rate Loan, the fixed rate of interest offered by the Lender making such

Competitive Bid.

"Competitive Bid Request" shall mean a request made pursuant to

Section 2.03(a) in the form of Exhibit A-1.

"Competitive Borrowing" shall mean a Borrowing consisting of a

Competitive Loan or concurrent Competitive Loans from the Lender or Lenders

whose Competitive Bids for such Borrowing have been accepted under the bidding

procedure described in Section 2.03.

"Competitive Loan" shall mean a Loan made pursuant to the bidding

procedure described in Section 2.03. Each Competitive Loan shall be a

Eurocurrency Competitive Loan or a Fixed Rate Loan and will be denominated in

either Dollars or a Non-US Currency.

<PAGE>

"Competitive Loan Exposure" shall mean, with respect to any Lender at

any time, the sum of (a) the aggregate principal amount of all outstanding

Competitive Loans denominated in Dollars made by such Lender and (b) the sum of

the Dollar Equivalents of the principal amounts of all outstanding Competitive

Loans denominated in Non-US Currencies made by such Lender, determined on the

basis of the applicable Exchange Rates in effect on the respective dates of the

Competitive Bid Requests pursuant to which such Competitive Loans were made.

"Consenting Lender" shall have the meaning assigned to such term in

Section 2.12(d).

"Consolidated EBITDA" shall mean, for any period, (a) Consolidated Net

Income for such period, plus (b) provisions for taxes based on income during

such period, plus (c) Consolidated Interest Expense for such period, plus (d)

total depreciation expense for such period, plus (e) total amortization expense

for such period, plus (f) restructuring charges recorded during such period

minus (g) cash expenditures during such period that are applied against

restructuring charges recorded during such period or any prior period, all of

the foregoing as determined on a consolidated basis for the Company and the

Subsidiaries in accordance with GAAP; provided that there shall be excluded from

such calculation the net gains or losses associated with the sale of any asset

not in the ordinary course of business.

"Consolidated Interest Expense" shall mean, for any period, the gross

interest expense of the Company and the Subsidiaries for such period determined

on a consolidated basis in accordance with GAAP.

"Consolidated Net Income" shall mean, for any period, net income or

loss of the Company and the Subsidiaries for such period determined on a

consolidated basis in accordance with GAAP.

"Consolidated Net Tangible Assets" shall mean the total of all assets

appearing on a consolidated balance sheet of the Company and its Restricted

Subsidiaries, prepared in accordance with GAAP (and as of a date not more than

90 days prior to the date as of which Consolidated Net Tangible Assets are to be

determined), less the sum of the following items as shown on said consolidated

balance sheet:

(i) the book amount of all segregated intangible assets, including

such items as good will, trademarks, trademark rights, trade names, trade

name rights, copyrights, patents, patent rights and licenses and

unamortized debt discount and expense less unamortized debt premium;

(ii) all depreciation, valuation and other reserves;

(iii) current liabilities;

(iv) any minority interest in the shares of stock (other than

Preferred Stock) and surplus of Restricted Subsidiaries of the Company;

(v) the investment of the Company and its Restricted Subsidiaries in

any Unrestricted Subsidiary of the Company;

<PAGE>

(vi) the total indebtedness of the Company and its Restricted

Subsidiaries incurred in any manner to finance or recover the cost to the

Company or any Restricted Subsidiary of any physical property, real or

personal, which prior to or simultaneously with the creation of such

indebtedness shall have been leased by the Company or a Restricted

Subsidiary to the United States of America or a department or agency

thereof at an aggregate rental, payable during that portion of the initial

term of such lease (without giving effect to any options of renewal or

extension) which shall be unexpired at the date of the creation of such

indebtedness, sufficient (taken together with any amounts required to be

paid by the lessee to the lessor upon any termination of such lease) to pay

in full at the stated maturity date or dates thereof the principal of and

the interest on such indebtedness;

(vii) deferred income and deferred liabilities; and

(viii) other items deductible under GAAP.

"Credit Exposure" shall mean, with respect to any Lender at any time,

the Dollar Equivalent of the aggregate principal amount at such time of all

outstanding Loans of such Lender, plus the aggregate amount at such time of such

Lender's L/C Exposure.

"Declining Lender" shall have the meaning assigned to such term in

Section 2.12(d).

"Default" shall mean any event or condition which upon notice, lapse

of time or both would constitute an Event of Default.

"Dollar Equivalent" shall mean, on any date of determination, with

respect to any amount in any Non-US Currency, the equivalent in Dollars of such

amount, determined using the Exchange Rate with respect to such Non-US Currency

on such date.

"Dollars" or "$" shall mean lawful money of the United States of

America.

"Effective Date" shall mean the first date on or after November 10,

2005, on which the conditions set forth in Section 4.02 are satisfied.

"ERISA" shall mean the Employee Retirement Income Security Act of

1974, as the same may be 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.

"ERISA Event" shall mean (a) any "reportable event", as defined in

Section 4043 of ERISA or the regulations issued thereunder, with respect to a

Plan; (b) the adoption of any amendment to a Plan that would require the

provision of security pursuant to Section 401(a)(29) of the Code or Section 307

of ERISA; (c) the existence

<PAGE>

with respect to any Plan of an "accumulated funding deficiency" (as defined in

Section 412 of the Code or Section 302 of ERISA), whether or not waived; (d) the

filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an

application for a waiver of the minimum funding standard with respect to any

Plan; (e) the incurrence of any liability under Title IV of ERISA with respect

to the termination of any Plan or the withdrawal or partial withdrawal of the

Company or any of its ERISA Affiliates from any Plan or Multiemployer Plan; (f)

the receipt by the Company or any ERISA Affiliate from the PBGC or a plan

administrator of any notice relating to the intention to terminate any Plan or

Plans or to appoint a trustee to administer any Plan; (g) the receipt by the

Company or any ERISA Affiliate of any notice that Withdrawal Liability is being

imposed or a determination that a Multiemployer Plan is, or is expected to be,

insolvent or in reorganization, within the meaning of Title IV of ERISA; and (h)

the occurrence of a "prohibited transaction" with respect to which the Company

or any of its Subsidiaries is a "disqualified person" (within the meaning of

Section 4975) of the Code, or with respect to which the Company or any such

Subsidiary could otherwise be liable.

"Eurocurrency Borrowing" shall mean a Borrowing comprised of

Eurocurrency Loans.

"Eurocurrency Competitive Borrowing" shall mean a Competitive

Borrowing comprised of Eurocurrency Loans.

"Eurocurrency Competitive Loan" shall mean any Competitive Loan

bearing interest at a rate determined by reference to the LIBO Rate in

accordance with the provisions of Article II.

"Eurocurrency Loan" shall mean any Eurocurrency Competitive Loan or

Eurocurrency Revolving Loan.

"Eurocurrency Revolving Borrowing" shall mean a Revolving Borrowing

comprised of Eurocurrency Loans.

"Eurocurrency Revolving Loan" shall mean any Revolving Loan bearing

interest at a rate determined by reference to the LIBO Rate in accordance with

the provisions of Article II.

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

Article VI.

"Exchange Act" shall mean the Securities Exchange Act of 1934, as

amended.

"Exchange Rate" shall mean, with respect to any Non-US Currency on a

particular date, the rate at which such Non-US Currency may be exchanged into

Dollars, as set forth on such date on the applicable Reuters currency page. In

the event that such rate does not appear on any Reuters currency page, the

Exchange Rate with respect to such Non-US Currency shall be determined by

reference to such other publicly available service for displaying exchange rates

as may be agreed upon by the Administrative Agent and the Company or, in the

absence of such agreement, such Exchange Rate shall instead be the

Administrative Agent's spot rate of exchange in the London interbank market at

<PAGE>

about 10:00 a.m., London time, on such date for the purchase of Dollars with

such Non-US Currency, for delivery two Business Days later; provided, however,

that if at the time of any such determination, for any reason, no such spot rate

is being quoted, the Administrative Agent may use any reasonable method it deems

applicable to determine such rate, and such determination shall be conclusive

absent manifest error.

"Existing Credit Agreement" shall mean the Five-Year Competitive

Advance and Revolving Credit Facility Agreement dated as of November 10, 2000,

among the Company, certain lenders and JPMorgan Chase Bank, N.A. (formerly known

as The Chase Manhattan Bank), as Administrative Agent.

"Existing Maturity Date" shall have the meaning assigned to such term

in Section 2.12(d).

"Facility Fee" shall have the meaning assigned to such term in Section

2.07(a).

"Fair Value", when used with respect to property, shall mean the fair

value as determined in good faith by the board of directors of the Company.

"Fees" shall mean the Facility Fee, the Administrative Fees, the L/C

Participation Fees and the Issuing Bank Fees.

"Financial Officer" of any corporation shall mean the chief financial

officer, principal accounting officer, controller, assistant controller,

treasurer, associate or assistant treasurer or director of treasury services of

such corporation.

"Fitch" shall mean Fitch Ratings, a wholly owned subsidiary of

Fimilac, S.A, or any of its successors.

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

Loans.

"Fixed Rate Loan" shall mean any Competitive Loan bearing interest at

a fixed percentage rate per annum (the "Fixed Rate") (expressed in the form of a

decimal to no more than four decimal places) specified by the Lender making such

Loan in its Competitive Bid.

"GAAP" shall mean generally accepted accounting principles, applied on

a consistent basis.

"Governmental Authority" shall mean any Federal, state, local or

foreign court or governmental agency, authority, instrumentality or regulatory

body.

"Guaranteed Obligations" shall mean the principal of and interest on

the Loans made to, and all other obligations, monetary or otherwise (including

fee and reimbursement obligations in respect of Letters of Credit) of, the

Borrowing Subsidiaries under any Loan Document.

<PAGE>

"Increasing Lender" shall have the meaning assigned to such term in

Section 2.12(e).

"Indebtedness" of any Person shall mean all indebtedness representing

money borrowed or the deferred purchase price of property (other than trade

accounts payable) or any capitalized lease obligation, which in any case is

created, assumed, incurred or guaranteed in any manner by such corporation or

for which such corporation is responsible or liable (whether by agreement to

purchase indebtedness of, or to supply funds to or invest in, others or

otherwise). For the avoidance of doubt, the term Indebtedness shall not include

obligations under any swap or hedging agreements entered into by any Person.

"Interest Payment Date" shall mean (a) with respect to any Loan, the

last day of each Interest Period applicable thereto, and (b) with respect to a

Eurocurrency Loan with an Interest Period of more than three months' duration or

a Fixed Rate Loan with an Interest Period of more than 90 days' duration, each

day that would have been an Interest Payment Date for such Loan had successive

Interest Periods of three months' duration or 90 days' duration, as the case may

be, been applicable to such Loan and, in addition, the date of any prepayment of

each Loan or conversion of such Loan to a Loan of a different Type.

"Interest Period" shall mean (a) as to any Eurocurrency Borrowing, the

period commencing on the date of such Borrowing or on the last day of the

immediately preceding Interest Period applicable to such Borrowing, as the case

may be, and ending on the numerically corresponding day (or, if there is no

numerically corresponding day, on the last day) in the calendar month that is 1,

2, 3 or 6 months thereafter, as the Borrower may elect, (b) as to any ABR

Borrowing, the period commencing on the date of such Borrowing or on the last

day of the immediately preceding Interest Period applicable to such Borrowing,

as the case may be, and ending on the earliest of (i) the next succeeding March

31, June 30, September 30 or December 31, (ii) the Maturity Date, and (iii) the

date such Borrowing is converted to a Borrowing of a different Type in

accordance with Section 2.06 or repaid or prepaid in accordance with Section

2.08 or Section 2.13, and (c) as to any Fixed Rate Borrowing, the period

commencing on the date of such Borrowing and ending on the date specified in the

Competitive Bids in which the offers to make the Fixed Rate Loans comprising

such Borrowing were extended, which shall not be earlier than seven days after

the date of such Borrowing or later than 360 days after the date of such

Borrowing; provided, however, that if any Interest Period would end on a day

other than a Business Day, such Interest Period shall be extended to the next

succeeding Business Day unless, in the case of Eurocurrency Loans only, such

next succeeding Business Day would fall in the next calendar month, in which

case such Interest Period shall end on the next preceding Business Day. Interest

shall accrue from and including the first day of an Interest Period to but

excluding the last day of such Interest Period.

"Issuing Bank" shall mean the Administrative Agent and any other

Lender that may become an Issuing Bank pursuant to Section 2.05(i) or 2.05(j).

"Issuing Bank Agreement" shall mean an agreement in substantially the

form of Exhibit E.

<PAGE>

"Issuing Bank Fees" shall have the meaning assigned to such term in

Section 2.07(c).

"Judgment Currency" shall have the meaning assigned to such term in

Section 9.16(b).

"L/C Disbursement" shall mean a payment or disbursement made by an

Issuing Bank pursuant to a Letter of Credit.

"L/C Exposure" shall mean at any time the sum of (a) the aggregate

undrawn amount of all outstanding Letters of Credit at such time plus (b) the

aggregate principal amount of all L/C Disbursements that have not yet been

reimbursed at such time. The L/C Exposure of any Lender at any time shall mean

its Applicable Share of the aggregate L/C Exposure at such time.

"L/C Participation Fee" shall have the meaning assigned to such term

in Section 2.07(c).

"Letter of Credit" shall mean any letter of credit issued pursuant to

Section 2.05.

"LIBO Rate" shall mean, with respect to any Eurocurrency Borrowing for

any Interest Period, the rate 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 of such Service, as determined by the

Administrative Agent from time to time for purposes of providing quotations of

interest rates applicable to dollar deposits in the London interbank market) at

approximately 11:00 a.m., London time, two Business Days prior to the

commencement of such Interest Period, as the rate for dollar deposits with a

maturity comparable to such Interest Period. In the event that such rate is not

available at such time for any reason, then the "LIBO Rate" with respect to such

Eurocurrency Borrowing for such Interest Period shall be the rate at which

dollar deposits of $5,000,000 and for a maturity comparable to such Interest

Period are offered by the principal London office of the Administrative Agent in

immediately available funds in the London interbank market at approximately

11:00 a.m., London time, two Business Days prior to the commencement of such

Interest Period.

"Lien" shall mean, with respect to any property or asset, any

mortgage, deed of trust, lien, pledge, security interest, charge or other

encumbrance on, of, or in such property or asset.

"Loan" shall mean a Competitive Loan or a Revolving Loan, whether made

as a Eurocurrency Loan, an ABR Loan or a Fixed Rate Loan, as permitted hereby.

"Loan Documents" shall mean this Agreement, the Letters of Credit, the

Borrowing Subsidiary Agreements, any Issuing Bank Agreements, and promissory

notes, if any, issued pursuant to Section 9.04(i).

"Margin" shall mean, as to any Eurocurrency Competitive Loan, the

margin (expressed as a percentage rate per annum in the form of a decimal to no

<PAGE>

than four decimal places) to be added to or subtracted from the LIBO Rate in

order to determine the interest rate applicable to such Loan, as specified in

the Competitive Bid relating to such Loan.

"Margin Regulations" shall mean Regulations T, U and X of the Board as

from time to time in effect, and all official rulings and interpretations

thereunder or thereof.

"Margin Stock" shall have the meaning given such term under Regulation

U of the Board.

"Material Adverse Effect" shall mean a materially adverse effect on

the business, assets, operations or condition, financial or otherwise, of the

Company and Subsidiaries taken as a whole.

"Maturity Date" shall mean the fifth anniversary of the date hereof,

as may be extended pursuant to Section 2.12(d).

"Moody's" shall mean Moody's Investors Service, Inc. or any of its

successors.

"Multiemployer Plan" shall mean a multiemployer plan as defined in

Section 4001(a)(3) of ERISA to which the Company or any ERISA Affiliate (other

than one considered an ERISA Affiliate only pursuant to subsection (m) or (o) of

Code Section 414) is making or accruing an obligation to make contributions, or

has within any of the preceding five plan years made or accrued an obligation to

make contributions.

"Non-US Currency" shall mean any currency other than Dollars that is

freely transferable and convertible into Dollars in the London market and as to

which an Exchange Rate and LIBO Rates may be determined.

"Non-US Currency Loan" shall mean any Competitive Loan denominated in

a currency other than Dollars.

"Notice of Competitive Bid Request" shall mean a notification made

pursuant to Section 2.03(a) in the form of Exhibit A-2.

"Participant" shall have the meaning assigned to such term in Section

9.04(f).

"PBGC" shall mean the Pension Benefit Guaranty Corporation referred to

and defined in ERISA.

"Person" shall mean any natural person, corporation, limited liability

company, business trust, joint venture, association, company, partnership or

government, or any agency or political subdivision thereof.

"Plan" shall mean any employee pension benefit plan (other than a

Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section

412 of the Code or Section 307 of ERISA, and in respect of which any Borrower or

any ERISA

<PAGE>

Affiliate is (or, if such plans were terminated, would under Section 4069 of

ERISA be deemed to be) an "employer" as defined in Section 3(5) of ERISA.

"Preferred Stock" shall mean any capital stock entitled by its terms

to a preference (a) as to dividends or (b) upon a distribution of assets.

"Principal Property" shall mean any single manufacturing or processing

facility owned by the Company or any Restricted Subsidiary having a gross book

value in excess of the greater of (i) 5% of Consolidated Net Tangible Assets and

(ii) $40,000,000, except any such facility or portion thereof which the board of

directors of the Company by resolution declares is not of material importance to

the total business conducted by the Company and its Restricted Subsidiaries as

an entirety.

"Rating Agencies" shall mean Moody's, S&P and Fitch.

"Ratings" shall mean the ratings from time to time established by the

Rating Agencies for senior, unsecured, non-credit-enhanced long-term debt of the

Company.

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

"Regulation D" shall mean Regulation D of the Board as from time to

time in effect and all official rulings and interpretations thereunder or

thereof.

"Reportable Event" shall mean any reportable event as defined in

Section 4043 of ERISA or the regulations issued thereunder with respect to a

Plan (other than a Plan maintained by an ERISA Affiliate that is considered an

ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414).

"Required Lenders" shall mean, at any time, Lenders having Commitments

representing more than 50% of the Total Commitment or, for purposes of

acceleration pursuant to Article VI, Lenders holding Credit Exposures

representing more than 50% of the Aggregate Credit Exposure.

"Responsible Officer" of any corporation shall mean any executive

officer or Financial Officer of such corporation and any other officer or

similar official thereof responsible for the administration of the obligations

of such corporation in respect of this Agreement.

"Restricted Subsidiary" shall mean any Subsidiary other than an

Unrestricted Subsidiary.

"Revolving Borrowing" shall mean a Borrowing consisting of

simultaneous Revolving Loans from each of the Lenders.

"Revolving Borrowing Request" shall mean a request made pursuant to

Section 2.04 in the form of Exhibit A-5.

<PAGE>

"Revolving Credit Exposure" shall mean, with respect to any Lender at

any time, the aggregate principal amount at such time of all outstanding

Revolving Loans of such Lender.

"Revolving Loans" shall mean the revolving loans made pursuant to

Section 2.01 and 2.04. Each Revolving Loan shall be in Dollars and shall be a

Eurocurrency Revolving Loan or an ABR Loan.

"S&P" shall mean Standard and Poor's Ratings Services, a division of

The McGraw-Hill Companies, Inc. or any of its successors.

"SEC" shall mean the Securities and Exchange Commission.

"Significant Subsidiary" shall mean, at any time, each Borrower and

each subsidiary accounting for more than 5% of the consolidated revenues of the

Company for the period of four fiscal quarters most recently ended or more than

5% of the consolidated total assets of the Company at the end of such period;

provided that if at any time all Subsidiaries that are not Significant

Subsidiaries shall account for more than 10% of the consolidated revenues of the

Company for the period of four fiscal quarters most recently ended or more than

10% of the consolidated total assets of the Company at the end of such period,

the Company shall designate sufficient Subsidiaries as "Significant

Subsidiaries" to eliminate such excess (or if the Company shall have failed to

designate such Subsidiaries within 10 Business Days, Subsidiaries shall

automatically be deemed designated as Significant Subsidiaries in descending

order based on the amounts of their contributions to consolidated total assets

until such excess shall have been eliminated), and the Subsidiaries so

designated or deemed designated shall for all purposes of this Agreement

constitute Significant Subsidiaries.

"subsidiary" shall mean, with respect to any Person (the "parent"),

any corporation, association or other business entity of which securities or

other ownership interests representing more than 50% of the ordinary voting

power are, at the time as of which any determination is being made, owned or

controlled by the parent or one or more subsidiaries of the parent or by the

parent and one or more subsidiaries of the parent.

"Subsidiary" shall mean a subsidiary of the Company.

"Total Commitment" shall mean, at any time, the aggregate amount of

Commitments of all the Lenders, as in effect at such time.

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

3.02.

"Type", when used in respect of any Loan or Borrowing, shall refer to

the Rate by reference to which interest on such Loan or on the Loans comprising

such Borrowing is determined. For purposes hereof, "Rate" shall include the LIBO

Rate, the Alternate Base Rate and the Fixed Rate.

"Unrestricted Subsidiary" shall mean (a) any Subsidiary which has been

designated an Unrestricted Subsidiary by resolution of the board of directors of

the Company (which resolution has been communicated in a notice delivered by the

<PAGE>

Company to the Administrative Agent for distribution to the Lenders) as an

Unrestricted Subsidiary, other than any such Subsidiary as to which such a

designation has been rescinded by resolution of said board of directors and not

thereafter, or after some subsequent such rescission, restored by resolution of

said board, or (b) any Subsidiary 50% or less of the Voting Shares of which is

owned directly by the Company and/or one or more Restricted Subsidiaries. A

Subsidiary may not be designated as (or otherwise permitted to become) an

Unrestricted Subsidiary unless, immediately after such Subsidiary becomes an

Unrestricted Subsidiary, such Subsidiary would not own any capital stock of, or

hold any indebtedness of, any Restricted Subsidiary. A designation as an

Unrestricted Subsidiary may not be rescinded (or an Unrestricted Subsidiary

otherwise permitted to become a Restricted Subsidiary) unless such Subsidiary

(i) is not a party to any lease which it would have been prohibited by this

Agreement from entering into had it been a Restricted Subsidiary at the time it

entered into such lease, unless (x) such Subsidiary had not been a Restricted

Subsidiary prior to its entering into such lease, or (y) the property subject to

such lease shall be owned by the Company and/or one or more Subsidiaries, or (z)

such Subsidiary would not be prohibited by this Agreement from entering into

such lease immediately after it becomes a Restricted Subsidiary, and (ii) does

not have outstanding upon any of its property any mortgage, pledge or other lien

which it would be prohibited by this Agreement from creating, suffering to be

created, or assuming, immediately after it becomes a Restricted Subsidiary.

"USA Patriot Act" shall have the meaning assigned to such term in

Section 3.13.

"Voting Shares" shall mean, as to a particular corporation or other

Person, outstanding shares of stock or other equity interests of any class of

such Person entitled to vote in the election of directors, or otherwise to

participate in the direction of the management and policies, of such Person,

excluding shares or interests entitled so to vote or participate only upon the

happening of some contingency.

SECTION 1.02. Terms Generally. The definitions in Section 1.01 shall

apply equally to both the singular and plural forms of the terms defined.

Whenever the context may require, any pronoun shall include the corresponding

masculine, feminine and neuter forms. The words "include", "includes" and

"including" shall be deemed to be followed by the phrase "without limitation".

All references herein to Articles, Sections, Exhibits and Schedules shall be

deemed references to Articles and Sections of, and Exhibits and Schedules to,

this Agreement unless the context shall otherwise require.

SECTION 1.03. Accounting Terms; GAAP. Except as otherwise expressly

provided herein, all terms of an accounting or financial nature shall be

construed in accordance with GAAP, as in effect from time to time; provided,

however, that for purposes of determining compliance with any covenant set forth

in Article V, such terms shall be construed in accordance with GAAP as in effect

on the date hereof applied on a basis consistent with the application used in

preparing the Company's audited financial statements referred to in Section

3.05; provided that, if the Borrower notifies the Administrative Agent that the

Borrower requests an amendment to any provision hereof to eliminate the effect

of any change occurring after the date hereof in GAAP or in the application

thereof on the operation of such provision (or if the Administrative Agent

notifies the Borrower that the Required Lenders request an

<PAGE>

amendment to any provision hereof for such purpose), regardless of whether any

such notice is given before or after such change in GAAP or in the application

thereof, then such provision shall be interpreted on the basis of GAAP as in

effect and applied immediately before such change shall have become effective

until such notice shall have been withdrawn or such provision amended in

accordance herewith; provided further that GAAP as used herein shall be applied

as in effect immediately prior to FAS 133.

ARTICLE II

THE CREDITS

SECTION 2.01. Commitments. Subject to the terms and conditions and

relying upon the representations and warranties herein set forth, each Lender

agrees, severally and not jointly, to make Revolving Loans in Dollars to the

Borrowers, at any time and from time to time on and after the date hereof and

until the earlier of the Maturity Date and the termination of the Commitment of

such Lender, in an amount that will not result in (a) the sum of the Revolving

Credit Exposure and the L/C Exposure of such Lender exceeding such Lender's

Commitment or (b) the Aggregate Credit Exposure exceeding the Total Commitment

then in effect. Within the foregoing limits, the Borrowers may borrow, pay or

prepay and reborrow Revolving Loans hereunder, on and after the Effective Date

and prior to the Maturity Date, subject to the terms, conditions and limitations

set forth herein.

SECTION 2.02. Loans. (a) Each Revolving Loan shall be made as part of

a Borrowing consisting of Revolving Loans made by the Lenders ratably in

accordance with their respective Commitments; provided, however, that the

failure of any Lender to make any Revolving Loan shall not in itself relieve any

other Lender of its obligation to lend hereunder (it being understood, however,

that no Lender shall be responsible for the failure of any other Lender to make

any Loan required to be made by such other Lender). Each Competitive Loan shall

be made in accordance with the procedures set forth in Section 2.03. The Loans

comprising any Borrowing shall be (i) in the case of Competitive Loans, in an

aggregate principal amount which is permitted under Section 2.03, and (ii) in

the case of Revolving Loans, in an aggregate principal amount which is an

integral multiple of $5,000,000 and not less than $20,000,000 (or an aggregate

principal amount equal to the remaining balance of the Commitments).

(b) Each Competitive Borrowing shall be comprised entirely of

Eurocurrency Competitive Loans or Fixed Rate Loans, and each Revolving Borrowing

shall be comprised entirely of Eurocurrency Revolving Loans or ABR Loans, as the

Borrower may request pursuant to Section 2.03 or 2.04, as applicable. Each

Lender may at its option make any Loan by causing any domestic or foreign

branch, agency or Affiliate of such Lender to make such Loan; provided that any

exercise of such option shall not affect the obligation of the Borrower to repay

such Loan in accordance with the terms of this Agreement and such branch, agency

or Affiliate shall, to the extent of any such loans made by it, have all the

rights of such Lender hereunder. Borrowings of more than one Type may be

outstanding at the same time. For purposes of the foregoing, Loans having

different Interest Periods, regardless of whether they commence on the same

date, shall be considered separate Loans.

<PAGE>

denominated in a Non-US Currency, to any alternative procedures that the

applicable Borrower, the applicable Lenders and the Administrative Agent may

agree upon, each Lender shall make each Loan to be made by it hereunder on the

proposed date thereof by wire transfer of immediately available funds to the

Administrative Agent in New York, New York, not later than 12:00 noon, New York

City time, and the Administrative Agent shall by 2:00 p.m., New York City time,

credit the amounts so received to the account or accounts specified from time to

time in one or more notices delivered by the Company to the Administrative Agent

or, if a Borrowing shall not occur on such date because any condition precedent

herein specified shall not have been met, forthwith return the amounts so

received to the respective Lenders. Competitive Loans shall be made by the

Lender or Lenders whose Competitive Bids therefor are accepted pursuant to

Section 2.03 in the amounts so accepted. Revolving Loans shall be made by the

Lenders pro rata in accordance with their Applicable Shares. Unless the

Administrative Agent shall have received notice from a Lender prior to the date

(or, in the case of ABR Borrowings, on the date) of any Borrowing that such

Lender will not make available to the Administrative Agent such Lender's portion

of such Borrowing, the Administrative Agent may assume that such Lender has made

such portion available to the Administrative Agent on the date of such Borrowing

in accordance with this paragraph (c) and the Administrative Agent may, in

reliance upon such assumption, make available to the Borrower on such date a

corresponding amount in the required currency. If and to the extent that such

Lender shall not have made such portion available to the Administrative Agent,

such Lender and the Borrower severally agree to repay to the Administrative

Agent forthwith on demand such corresponding amount together with interest

thereon in such currency, for each day from the date such amount is made

available to the Borrower until the date such amount is repaid to the

Administrative Agent at (i) in the case of the Borrower, the interest rate

applicable at the time to the Loans comprising such Borrowing and (ii) in the

case of such Lender, a rate determined by the Administrative Agent to represent

its cost of overnight funds. If such Lender shall repay to the Administrative

Agent such corresponding amount, such amount shall constitute such Lender's Loan

as part of such Borrowing for purposes of this Agreement.

(d) If any Issuing Bank shall not have received from a Borrower the

payment required to be made by Section 2.05(e) within the time period set forth

in Section 2.05(e), such Issuing Bank will promptly notify the Administrative

Agent of the L/C Disbursement and the Administrative Agent will promptly notify

each Lender of such L/C Disbursement and its Applicable Share thereof. Each

Lender shall pay by wire transfer of immediately available funds to the

Administrative Agent not later than 2:00 p.m., New York City time, on such date

(or, if such Lender shall have received such notice later than 12:00 (noon), New

York City time, on any day, not later than 10:00 a.m., New York City time, on

the immediately following Business Day), an amount equal to such Lender's

Applicable Share of such L/C Disbursement plus any interim interest accrued

thereon pursuant to Section 2.05(h) during the two Business Day period referred

to in Section 2.05(e) (it being understood that such amount shall be deemed to

constitute an ABR Loan of such Lender and shall bear interest as provided

herein), and the Administrative Agent will promptly pay to the Issuing Bank any

amounts so received by it from the Lenders. The Administrative Agent will

promptly pay to the Issuing Bank any amounts received by it from the Borrower

pursuant to Section 2.05(e) prior to the time that any Lender makes any payment

pursuant to this paragraph; any such amounts

<PAGE>

received by the Administrative Agent thereafter will be promptly remitted by the

Administrative Agent to the Lenders that shall have made such payments and to

the Issuing Bank, as their interests may appear. If any Lender shall not have

made its Applicable Share of such L/C Disbursement available to the

Administrative Agent as provided above, such Lender and the Borrowers severally

agree to pay interest on such amount, for each day from and including the date

such amount is required to be paid in accordance with this paragraph to but

excluding the date such amount is paid, to the Administrative Agent at (i) in

the case of the Borrowers, a rate per annum equal to the interest rate

applicable to Loans pursuant to Section 2.09, and (ii) in the case of such

Lender, for the first such day, the Federal Funds Effective Rate, and for each

day thereafter, the Alternate Base Rate.

SECTION 2.03. Competitive Bid Procedure. (a) In order to request

Competitive Bids, a Borrower (the "Applicable Borrower") shall hand deliver or

telecopy to the Administrative Agent a duly completed Competitive Bid Request in

the form of Exhibit A-1 hereto, to be received by the Administrative Agent (i)

in the case of a Eurocurrency Competitive Loan, not later than 10:00 a.m., New

York City time, (A) four Business Days before a proposed Competitive Borrowing

in the case of a Competitive Borrowing denominated in Dollars and (B) five

Business Days before a proposed Competitive Borrowing in the case of a

Competitive Borrowing denominated in a Non-US Currency and (ii) in the case of a

Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, (A) one

Business Day before a proposed Competitive Borrowing in the case of a

Competitive Borrowing denominated in Dollars and (B) two Business Days before a

proposed Competitive Borrowing in the case of a Competitive Borrowing

denominated in a Non-US Currency. No ABR Loan shall be requested in, or made

pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not

conform substantially to the format of Exhibit A-1 may be rejected in the

Administrative Agent's sole discretion, and the Administrative Agent shall

promptly notify the Borrower of such rejection by telecopy. Each Competitive Bid

Request shall refer to this Agreement and specify (A) whether the Borrowing then

being requested is to be a Eurocurrency Borrowing or a Fixed Rate Borrowing, (B)

the date of such Borrowing (which shall be a Business Day), (C) the currency of

the requested Borrowing (which shall be Dollars or a Non-US Currency), (D) the

aggregate principal amount of the requested Borrowing (which shall be an

integral multiple of 1,000,000 units of the applicable currency with a Dollar

Equivalent on the date of the applicable Competitive Bid Request of at least

$10,000,000), and (E) the Interest Period with respect thereto (which may not

end after the Maturity Date). Promptly after its receipt of a Competitive Bid

Request that is not rejected as aforesaid, the Administrative Agent shall

telecopy to the Lenders a Notice of Competitive Bid Request inviting the Lenders

to bid, on the terms and conditions of this Agreement, to make Competitive

Loans.

(b) Each Lender invited to bid may, in its sole discretion, make one

or more Competitive Bids to the Applicable Borrower responsive to such

Borrower's Competitive Bid Request. Each Competitive Bid by a Lender must be

received by the Administrative Agent by telecopy, in the form of Exhibit A-3

hereto, (i) in the case of a Eurocurrency Competitive Loan, not later than 9:30

a.m., New York City time, three Business Days before a proposed Competitive

Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 9:30

a.m., New York City time, on the day of a proposed Competitive Borrowing. A

Lender may submit multiple bids to the Administrative

<PAGE>

Agent. Competitive Bids that do not conform substantially to the format of

Exhibit A-3 may be rejected by the Administrative Agent, and the Administrative

Agent shall notify the Lender making such nonconforming bid of such rejection as

soon as practicable. Each Competitive Bid shall refer to this Agreement and

specify (x) the principal amount (which shall be an integral multiple of

1,000,000 units of the applicable currency and which may equal the entire

principal amount of the Competitive Borrowing requested) of the Competitive Loan

or Loans that the Lender is willing to make, (y) the Competitive Bid Rate or

Rates at which the Lender is prepared to make the Competitive Loan or Loans and

(z) the Interest Period and the last day thereof. If any Lender invited to bid

shall elect not to make a Competitive Bid, such Lender shall so notify the

Administrative Agent by telecopy (I) in the case of Eurocurrency Competitive

Loans, not later than 9:30 a.m., New York City time, three Business Days before

a proposed Competitive Borrowing, and (II) in the case of Fixed Rate Loans, not

later than 9:30 a.m., New York City time, on the day of a proposed Competitive

Borrowing; provided, however, that failure by any Lender to give such notice

shall not cause such Lender to be obligated to make any Competitive Loan as part

of such Competitive Borrowing. A Competitive Bid submitted by a Lender pursuant

to this paragraph (b) shall be irrevocable.

the Borrower, by telecopy, of all the Competitive Bids made, the Competitive Bid

Rate and the principal amount of each Competitive Loan in respect of which a

Competitive Bid was made and the identity of the Lender that made each bid. The

Administrative Agent shall send a copy of all Competitive Bids to the Borrower

for its records as soon as practicable after completion of the bidding process

set forth in this Section 2.03.

(d) The Borrower may in its sole and absolute discretion, subject only

to the provisions of this paragraph (d), accept or reject any Competitive Bid

referred to in paragraph (c) above. The Borrower shall notify the Administrative

Agent by telephone, confirmed by telecopy in the form of a Competitive Bid

Accept/Reject Letter, whether and to what extent it has decided to accept or

reject any of or all the bids referred to in paragraph (c) above not more than

one hour after it shall have been notified of such bids by the Administrative

Agent pursuant to such paragraph (c); provided, however, that (i) the failure of

the Borrower to give such notice shall be deemed to be a rejection of all the

bids referred to in paragraph (c) above, (ii) the Borrower shall not accept a

bid made at a particular Competitive Bid Rate if it has decided to reject a bid

made at a lower Competitive Bid Rate, (iii) the aggregate amount of the

Competitive Bids accepted by the Borrower shall not exceed the principal amount

specified in the Competitive Bid Request, (iv) if the Borrower shall accept a

bid or bids made at a particular Competitive Bid Rate but the amount of such bid

or bids shall cause the total amount of bids to be accepted to exceed the amount

specified in the Competitive Bid Request, then the Borrower shall accept a

portion of such bid or bids in an amount equal to the amount specified in the

Competitive Bid Request less the amount of all other Competitive Bids accepted

with respect to such Competitive Bid Request, which acceptance, in the case of

multiple bids at such Competitive Bid Rate, shall be made pro rata in accordance

with the amount of each such bid at such Competitive Bid Rate, and (v) except

pursuant to clause (iv) above, no bid shall be accepted for a Competitive Loan

unless such Competitive Loan is in an amount that is an integral multiple of

1,000,000 units of the applicable currency, and in calculating the pro rata

allocation of acceptances of portions of multiple bids at a particular

Competitive Bid Rate pursuant to clause (iv) above, the

<PAGE>

amounts shall be rounded to integral multiples of 1,000,000 units of the

applicable currency in a manner which shall be in the discretion of the

Borrower. A notice given pursuant to this paragraph (d) shall be irrevocable.

(e) The Administrative Agent shall promptly notify each bidding Lender

whether or not its Competitive Bid has been accepted (and if so, in what amount

and at what Competitive Bid Rate) by telecopy, and each successful bidder will

thereupon become bound, subject to the other applicable conditions hereof, to

make the Competitive Loan in respect of which its bid has been accepted.

(f) No Competitive Borrowing shall be requested or made hereunder if

after giving effect thereto (i) the Aggregate Credit Exposure would exceed the

Total Commitment or (ii) in the event the Maturity Date shall have been extended

as provided in Section 2.12(d), the sum of the LC Exposures attributable to

Letters of Credit expiring after any Existing Maturity Date and the Competitive

Loan Exposures attributable to Competitive Loans maturing after such Existing

Maturity Date would exceed the aggregate Commitments that have been extended to

a date after the expiration date of the last of such Letters of Credit and the

maturity of the last of such Competitive Loans.

(g) If the Administrative Agent shall elect to submit a Competitive

Bid in its capacity as a Lender, it shall submit such bid directly to the

Applicable Borrower one quarter of an hour earlier than the latest time at which

the other Lenders are required to submit their bids to the Administrative Agent

pursuant to paragraph (b) above.

SECTION 2.04. Revolving Borrowing Procedure. In order to request a

Revolving Borrowing, a Borrower shall hand deliver or telecopy to the

Administrative Agent a duly completed Revolving Borrowing Request in the form of

Exhibit A-5 (i) in the case of a Eurocurrency Revolving Loan, not later than

10:30 a.m., New York City time, three Business Days before such Borrowing, and

(ii) in the case of an ABR Borrowing, not later than 10:30 a.m., New York City

time, on the day of such Borrowing. No Fixed Rate Loan shall be requested or

made pursuant to a Revolving Borrowing Request. Such notice shall be irrevocable

and shall in each case specify (A) whether the Borrowing then being requested is

to be a Eurocurrency Revolving Loan or an ABR Borrowing; (B) the date of such

Revolving Borrowing (which shall be a Business Day) and the amount thereof; and

Period with respect thereto. If no election as to the Type of Revolving

Borrowing is specified in any such notice, then the requested Revolving

Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any

Eurocurrency Revolving Loan is specified in any such notice, then the Borrower

shall be deemed to have selected an Interest Period of one month's duration.

Notwithstanding any other provision of this Agreement to the contrary, no

Revolving Borrowing shall be requested if the Interest Period with respect

thereto would end after the Maturity Date in effect for any Lender. The

Administrative Agent shall promptly advise each of the Lenders of any notice

given pursuant to this Section 2.04 and of each Lender's portion of the

requested Borrowing.

SECTION 2.05. Letters of Credit. (a) General. The Borrowers may

request the issuance of Letters of Credit, in a form reasonably acceptable to

the Administrative Agent and the applicable Issuing Bank, appropriately

completed, for the accounts of the Borrowers, at any time and from time to time

while the Commitments

<PAGE>

remain in effect. All Letters of Credit shall be denominated in Dollars. This

Section shall not be construed to impose an obligation upon any Issuing Bank to

issue any Letter of Credit that is inconsistent with the terms and conditions of

this Agreement.

(b) Notice of Issuance, Amendment, Renewal, Extension; Certain

Conditions. In order to request the issuance of a Letter of Credit (or to amend,

renew or extend an existing Letter of Credit), the applicable Borrower shall

hand deliver or telecopy to the applicable Issuing Bank and the Administrative

Agent (reasonably in advance of, but not later than 10:00 a.m., New York City

time, five Business Days before, the requested date of issuance, amendment,

renewal or extension) a notice requesting the issuance of a Letter of Credit, or

identifying the Letter of Credit to be amended, renewed or extended, the date of

issuance, amendment, renewal or extension, the date on which such Letter of

Credit is to expire (which shall comply with paragraph (c) below), the amount of

such Letter of Credit, the name and address of the beneficiary thereof and such

other information as shall be necessary to prepare such Letter of Credit.

Following receipt of such notice and prior to the issuance of the requested

Letter of Credit or the applicable amendment, renewal or extension, the

Administrative Agent shall notify the Borrowers, each Lender and the applicable

Issuing Bank of the amount of the Aggregate Credit Exposure after giving effect

to (i) the issuance, amendment, renewal or extension of such Letter of Credit,

(ii) the issuance or expiration of any other Letter of Credit that is to be

issued or will expire prior to the requested date of issuance of such Letter of

Credit and (iii) the borrowing or repayment of any Loans that (based upon

notices delivered to the Administrative Agent by the Borrowers) are to be

borrowed or repaid prior to the requested date of issuance of such Letter of

Credit. A Letter of Credit shall be issued, amended, renewed or extended only

if, and upon issuance, amendment, renewal or extension of each Letter of Credit

the Borrowers shall be deemed to represent and warrant that, (i) after giving

effect to such issuance, amendment, renewal or extension (A) the L/C Exposure

shall not exceed $350,000,000 and (B) the Aggregate Credit Exposure shall not

exceed the Total Commitment, (ii) in the case of a Letter of Credit that will

expire later than the first anniversary of such issuance, amendment, renewal or

extension, the applicable Borrower, the applicable Issuing Bank and the Required

Lenders shall have reached agreement on the fees to be applicable thereto as

contemplated by the last sentence of Section 2.07(c) and (iii) in the event the

Maturity Date shall have been extended as provided in Section 2.12(d), the sum

of the LC Exposures attributable to Letters of Credit expiring after any

Existing Maturity Date (as defined in Section 2.12(d)) and the Competitive Loan

Exposures attributable to Competitive Loans maturing after such Existing

Maturity Date shall not exceed the aggregate Commitments that have been extended

to a date after the expiration date of the last of such Letters of Credit and

the maturity of the last of such Competitive Loans.

of business on the earlier of (x) the date one year after the date of the

issuance of such Letter of Credit (or, in the case of any renewal or extension

thereof, one year after such renewal or extension) or such longer period as may

be agreed to between the Borrower and the Issuing Bank and (y) the date that is

five Business Days prior to the Maturity Date, unless such Letter of Credit

expires by its terms on an earlier date; provided that any Letter of Credit with

a one-year tenor may provide for renewal thereof under procedures reasonably

satisfactory to the applicable Issuing Bank for additional one-year periods

(which shall in no event extend beyond the date referred to in clause (y)

above).

<PAGE>

(d) Participations. By the issuance of a Letter of Credit and without

any further action on the part of the applicable Issuing Bank or the Lenders,

the applicable Issuing Bank hereby grants to each Lender, and each such Lender

hereby acquires from the applicable Issuing Bank, a participation in such Letter

of Credit equal to such Lender's Applicable Share from time to time of the

aggregate amount available to be drawn under such Letter of Credit, effective

upon the issuance of such Letter of Credit. In consideration and in furtherance

of the foregoing, each Lender hereby absolutely and unconditionally agrees to

pay to the Administrative Agent, for the account of the applicable Issuing Bank,

such Lender's Applicable Share from time to time of each L/C Disbursement made

by such Issuing Bank and not reimbursed by the Borrower (or, if applicable,

another party pursuant to its obligations under any other Loan Document) by the

time provided in Section 2.02(d). Each Lender acknowledges and agrees that its

obligation to acquire participations pursuant to this paragraph in respect of

Letters of Credit is absolute and unconditional and shall not be affected by any

circumstance whatsoever, including the occurrence and continuance of a Default

or an Event of Default, and that each such payment shall be made without any

offset, abatement, withholding or reduction whatsoever.

(e) Reimbursement. If an Issuing Bank shall make any L/C Disbursement

in respect of a Letter of Credit, the applicable Borrower shall pay to the

Administrative Agent such L/C Disbursement not later than 10:00 a.m., New York

City time, on the second Business Day next following the Business Day on which

the Borrower shall have received notice from such Issuing Bank that payment of

such draft will be made.

(f) Obligations Absolute. The Borrowers' obligations to reimburse L/C

Disbursements as provided in paragraph (e) above shall be absolute,

unconditional and irrevocable, and shall be performed strictly in accordance

with the terms of this Agreement, under any and all circumstances whatsoever,

and irrespective of:

(i) any lack of validity or enforceability of any Letter of Credit or

any Loan Document, or any term or provision therein;

(ii) any amendment or waiver of or any consent to departure from all

or any of the provisions of any Letter of Credit or any Loan Document;

(iii) the existence of any claim, setoff, defense or other right that

the Borrowers, any other party guaranteeing, or otherwise obligated with,

the Borrowers, any Subsidiary or other Affiliate thereof or any other

Person may at any time have against the beneficiary under any Letter of

Credit, any Issuing Bank, the Administrative Agent or any Lender or any

other Person, whether in connection with this Agreement, any other Loan

Document or any other related or unrelated agreement or transaction;

(iv) any draft or other document presented under a Letter of Credit

proving to be forged, fraudulent, invalid or insufficient in any respect or

any statement therein being untrue or inaccurate in any respect;

(v) payment by the applicable Issuing Bank under a Letter of Credit

against presentation of a draft or other document that does not comply with

the terms of such Letter of Credit; and

<PAGE>

(vi) any other act or omission to act or delay of any kind of any

Issuing Bank, the Lenders, the Administrative Agent or any other Person or

any other event or circumstance whatsoever, whether or not similar to any

of the foregoing, that might, but for the provisions of this Section,

constitute a legal or equitable discharge of the Borrowers' obligations

hereunder.

Without limiting the generality of the foregoing, it is expressly

understood and agreed that the absolute and unconditional obligation of the

Borrowers hereunder to reimburse L/C Disbursements will not be excused by the

gross negligence or wilful misconduct of any Issuing Bank, the Administrative

Agent or any Lender. However, the foregoing shall not be construed to excuse any

Issuing Bank from liability to the Borrowers to the extent of any direct damages

(as opposed to consequential damages, claims in respect of which are hereby

waived by the Borrowers to the extent permitted by applicable law) suffered by

the Borrowers that are caused by such Issuing Bank's gross negligence or wilful

misconduct in determining whether drafts and other documents presented under a

Letter of Credit comply with the terms thereof; it is understood that each

Issuing Bank may accept documents that appear on their face to be in order,

without responsibility for further investigation, regardless of any notice or

information to the contrary and, in making any payment under any Letter of

Credit (i) an Issuing Bank's exclusive reliance on the documents presented to it

under such Letter of Credit as to any and all matters set forth therein,

including reliance on the amount of any draft presented under such Letter of

Credit, whether or not the amount due to the beneficiary thereunder equals the

amount of such draft and whether or not any document presented pursuant to such

Letter of Credit proves to be insufficient in any respect, if such document on

its face appears to be in order, and whether or not any other statement or any

other document presented pursuant to such Letter of Credit proves to be forged

or invalid or any statement therein proves to be inaccurate or untrue in any

respect whatsoever and (ii) any noncompliance in any immaterial respect of the

documents presented under such Letter of Credit with the terms thereof shall, in

each case, be deemed not to constitute wilful misconduct or gross negligence of

an Issuing Bank.

(g) Disbursement Procedures. The applicable Issuing Bank shall,

promptly following its receipt thereof, examine all documents purporting to

represent a demand for payment under a Letter of Credit. Such Issuing Bank shall

as promptly as possible give telephonic notification, confirmed by telecopy, to

the Administrative Agent and the applicable Borrower of such demand for payment

and whether such Issuing Bank has made or will make an L/C Disbursement

thereunder; provided that any failure to give or delay in giving such notice

shall not relieve the Borrower of its obligation to reimburse the Issuing Bank

and the Lenders with respect to any such L/C Disbursement. The Administrative

Agent shall promptly give each Lender notice thereof.

(h) Interim Interest. If an Issuing Bank shall make any L/C

Disbursement in respect of a Letter of Credit, then, unless the Borrower shall

reimburse such L/C Disbursement in full on such date, the unpaid amount thereof

shall bear interest for the account of such Issuing Bank, for each day from and

including the date of such L/C Disbursement, to but excluding the earlier of the

date of payment or the date on which interest shall commence to accrue on Loans

made to reimburse such L/C Disbursementas provided in Section 2.02(d).

<PAGE>

(i) Resignation or Removal of an Issuing Bank. An Issuing Bank may

resign at any time by giving 180 days' prior written notice to the

Administrative Agent, the Lenders and the Borrowers, and may be removed at any

time by the Borrowers by notice to the Issuing Bank, the Administrative Agent

and the Lenders. Subject to the next succeeding paragraph, upon the acceptance

of any appointment as an Issuing Bank hereunder by a successor Issuing Bank,

such successor shall succeed to and become vested with all the interests, rights

and obligations of the retiring Issuing Bank and the retiring Issuing Bank shall

be discharged from its obligations to issue additional Letters of Credit

hereunder. At the time such removal or resignation shall become effective, the

Borrowers shall pay all accrued and unpaid fees pursuant to Section 2.07(c)(ii).

The acceptance of any appointment as an Issuing Bank hereunder by a successor

Lender shall be evidenced by an agreement entered into by such successor, in a

form satisfactory to the Borrowers and the Administrative Agent, and, from and

after the effective date of such agreement, (i) such successor Lender shall have

all the rights and obligations of the previous Issuing Bank under this Agreement

and the other Loan Documents and (ii) references herein and in the other Loan

Documents to the term "Issuing Bank" shall be deemed to refer to such successor

or to any previous Issuing Bank, or to such successor and all previous Issuing

Banks, as the context shall require. After the resignation or removal of an

Issuing Bank hereunder, the retiring Issuing Bank shall remain a party hereto

and shall continue to have all the rights and obligations of an Issuing Bank

under this Agreement and the other Loan Documents with respect to Letters of

Credit issued by it prior to such resignation or removal, but shall not be

required to issue additional Letters of Credit.

(j) Additional Issuing Banks. The Borrowers may, at any time and from

time to time with the consent of the Administrative Agent (which consent shall

not be unreasonably withheld) and such Lender, designate one or more additional

Lenders to act as an issuing bank under the terms of this Agreement. Any Lender

designated as an issuing bank pursuant to this paragraph shall, upon entering

into an Issuing Bank Agreement with the Company, be deemed to be an "Issuing

Bank" (in addition to being a Lender) hereunder.

(k) Issuing Bank Reports. Unless otherwise agreed by the

Administrative Agent, each Issuing Bank shall report in writing to the

Administrative Agent (i) on or prior to each Business Day on which such Issuing

Bank issues, amends, renews or extends any Letter of Credit, the date of such

issuance, amendment, renewal or extension, and the aggregate face amount of the

Letters of Credit issued, amended, renewed or extended by it and outstanding

after giving effect to such issuance, amendment, renewal or extension (and

whether the amount thereof shall have changed), it being understood that such

Issuing Bank shall not effect any issuance, renewal, extension or amendment

resulting in an increase in the aggregate amount of the Letters of Credit issued

by it without first obtaining written confirmation from the Administrative Agent

that such increase is then permitted under this Agreement, (ii) on each Business

Day on which such Issuing Bank makes any L/C Disbursement, the date, currency

and amount of such L/C Disbursement, (iii) on any Business Day on which a

Borrower fails to reimburse an L/C Disbursement required to be reimbursed to

such Issuing Bank on such day, the date of such failure and the currency and

amount of such L/C Disbursement and (iv) on any other Business Day, such other

information as the Administrative Agent shall reasonably request as to the

Letters of Credit issued by such Issuing Bank.

<PAGE>

SECTION 2.06. Conversion and Continuation of Revolving Loans. Each

Borrower shall have the right at any time upon prior irrevocable notice to the

Administrative Agent (i) not later than 10:30 a.m., New York City time, on the

day of the conversion, to convert all or any part of any Eurocurrency Revolving

Loan into an ABR Revolving Loan, and (ii) not later than 10:30 a.m., New York

City time, three Business Days prior to conversion or continuation, to convert

any ABR Revolving Loan into a Eurocurrency Revolving Loan or to continue any

Eurocurrency Revolving Loan as a Eurocurrency Revolving Loan for an additional

Interest Period, subject in each case to the following:

(a) if less than all the outstanding principal amount of any Revolving

Borrowing shall be converted or continued, the aggregate principal amount of the

Revolving Borrowing converted or continued shall be an integral multiple of

$5,000,000 and not less than $20,000,000;

(b) accrued interest on a Revolving Borrowing (or portion thereof)

being converted shall be paid by the Borrower at the time of conversion;

than the end of the Interest Period applicable thereto, the Borrower shall pay,

upon demand, any amounts due to the Lenders pursuant to Section 2.16;

(d) any portion of a Revolving Borrowing maturing or required to be

repaid in less than one month may not be converted into or continued as a

Eurocurrency Revolving Loan;

(e) any portion of a Eurocurrency Revolving Loan which cannot be

continued as a Eurocurrency Revolving Loan by reason of clause (d) above shall

be automatically converted at the end of the Interest Period in effect for such

Eurocurrency Revolving Loan into an ABR Borrowing;

(f) no Interest Period may be selected for any Eurocurrency Revolving

Borrowing that would end later than the Maturity Date in effect for any Lender;

and

(g) at any time when there shall have occurred and be continuing any

Default or Event of Default, if the Administrative Agent or the Required Lenders

shall so notify the Company, no Revolving Loan may be converted into or

continued as a Eurocurrency Revolving Loan.

Each notice pursuant to this Section shall be irrevocable and shall

refer to this Agreement and specify (i) the identity and amount of the Revolving

Borrowing to be converted or continued, (ii) whether such Revolving Borrowing is

to be converted to or continued as a Eurocurrency Revolving Borrowing or an ABR

Revolving Borrowing, (iii) if such notice requests a conversion, the date of

such conversion (which shall be a Business Day) and (iv) if such Revolving

Borrowing is to be converted to or continued as a Eurocurrency Revolving

Borrowing, the Interest Period with respect thereto. If no Interest Period is

specified in any such notice with respect to any conversion to or continuation

as a Eurocurrency Revolving Borrowing, the Borrower shall be deemed to have

selected an Interest Period of one month's duration. If no notice shall have

been given in accordance with this Section 2.06 to convert or continue any

Revolving

<PAGE>

Borrowing, such Revolving Borrowing shall, at the end of the Interest Period

applicable thereto (unless repaid pursuant to the terms hereof), automatically

be continued into a new Interest Period as an ABR Revolving Borrowing.

SECTION 2.07. Fees. (a) The Company agrees to pay to each Lender,

through the Administrative Agent, on each March 31, June 30, September 30 and

December 31 (with the first payment being due on December 31, 2005) and on each

date on which the Commitment of such Lender shall be terminated as provided

herein (and any subsequent date on which such Lender shall cease to have any

Revolving Credit Exposure or L/C Exposure), a facility fee (a "Facility Fee"),

at a rate per annum equal to the Applicable Percentage from time to time in

effect, on the amount of the Commitment of such Lender, whether used or unused,

during the preceding quarter (or other period commencing on the date hereof, or

ending with the Maturity Date or any date on which the Commitment of such Lender

shall be terminated) or, if such Lender continues to have any Revolving Credit

Exposure or L/C Exposure after its Commitment terminates, on the daily amount of

such Lender's Revolving Credit Exposure and L/C Exposure. All Facility Fees

shall be computed on the basis of the actual number of days elapsed in a year of

365 or 366 days, as the case may be. The Facility Fee due to each Lender shall

commence to accrue on the date hereof, and shall cease to accrue on the earlier

of the Maturity Date and the termination of the Commitment of such Lender as

provided herein.

(b) The Company agrees to pay the Administrative Agent, for its own

account, the administrative and other fees separately agreed to by the Company

and the Administrative Agent (the "Administrative Fees").

Administrative Agent, on each March 31, June 30, September 30 and December 31

and on the date on which the Commitment of such Lender shall be terminated as

provided herein, a fee (an "L/C Participation Fee") calculated on such Lender's

average daily L/C Exposure (excluding the portion thereof attributable to

unreimbursed L/C Disbursements of such Lender) during the preceding quarter (or

shorter period commencing with the Effective Date or ending with the later of

(A) the Maturity Date or the date on which the Commitment of such Lender shall

be terminated and (B) the date on which such Lender shall cease to have any L/C

Exposure) at a rate equal to the Applicable Percentage from time to time, and

(ii) to each Issuing Bank with respect to each Letter of Credit issued by it the

fees agreed upon by

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