RR Donnelley & Sons Co – ‘10-K405’ for 12/31/98 – EX-4.(D)

As of:  Wednesday, 3/31/99   ·   For:  12/31/98   ·   Accession #:  950131-99-2019   ·   File #:  1-04694

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Annual Report — [x] Reg. S-K Item 405   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K405     Annual Report -- [x] Reg. S-K Item 405                45    250K 
 2: EX-3.(II)(A)  By-Laws                                             19     75K 
 3: EX-3.(II)(B)  Amend. to By-Laws Adopted 1-28-99                    1      7K 
 4: EX-4.(D)    Five-Year Credit Agmt. Dtd. 12-11-1998               112    414K 
 5: EX-4.(E)    364-Day Credit Agmt.                                 112    420K 
 6: EX-12       Comp. of Ratio of Earnings                             1      6K 
 7: EX-21       Subsidiaries                                           2     12K 
 8: EX-23       Consent of Accountants                                 1      7K 
 9: EX-27       Financial Data Schedule                                2      7K 

EX-4.(D)   —   Five-Year Credit Agmt. Dtd. 12-11-1998
Exhibit Table of Contents

EX-4.(D)
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                                                                    EXHIBIT 4(D)

                                                                  EXECUTION COPY

FIVE-YEAR CREDIT AGREEMENT  

Dated as of December 11, 1998 

Among 

R.R. DONNELLEY & SONS COMPANY 

as Borrower,  
-- --------   

THE BANKS NAMED HEREIN  

as Banks  
-- -----  

and 

THE FIRST NATIONAL BANK OF CHICAGO  

as Administrative Agent 
----------------------- 

FIRST CHICAGO CAPITAL MARKETS, INC. 

as Arranger 
----------- 

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TABLE OF CONTENTS 
----------------- 

                                                        [Enlarge/Download Table]

Section                                                                                Page
-------                                                                                ----
                                                                                           
ARTICLE I     DEFINITIONS AND ACCOUNTING TERMS........................................    1
 SECTION 1.01.  Certain Defined Terms.................................................    1
 SECTION 1.02.  Computation of Time Periods...........................................   15
 SECTION 1.03.  Accounting Terms; Modifications due to Implementation of Euro.........   15

ARTICLE II    AMOUNTS AND TERMS OF THE ADVANCES.......................................   16
 SECTION 2.01.  The Committed Advances................................................   16
 SECTION 2.02.  Making the Committed Advances.........................................   16
 SECTION 2.03.  The Uncommitted Advances..............................................   20
 SECTION 2.04.  Facility Fee and Utilization Fee......................................   24
 SECTION 2.05.  Reduction and Termination of the Commitments..........................   25
 SECTION 2.06.  Payment; Conversion and Continuation..................................   25
 SECTION 2.07.  Interest on Committed Advances........................................   26
 SECTION 2.08.  Additional Interest on Eurocurrency Rate Advances.....................   27
 SECTION 2.09.  Interest Rate Determination...........................................   27
 SECTION 2.10.  Prepayments...........................................................   27
 SECTION 2.11.  Funding Indemnification...............................................   28
 SECTION 2.12.  Increased Costs and Reduced Return....................................   28
 SECTION 2.13.  Illegality............................................................   29
 SECTION 2.14.  Payments and Computations.............................................   30
 SECTION 2.15.  Sharing of Payments, Etc..............................................   31
 SECTION 2.16.  Currency Equivalents..................................................   32
 SECTION 2.17.  Borrowing Subsidiaries................................................   32
 SECTION 2.18.  Reserved..............................................................   33
 SECTION 2.19.  Taxes.................................................................   33
 SECTION 2.20.  Defaulting Banks......................................................   35
 SECTION 2.21.  Mitigation............................................................   37
 SECTION 2.22.  European Economic and Monetary Union..................................   37
 SECTION 2.23.  Extension of Termination Date.........................................   37
 SECTION 2.24.  Increase of Aggregate Commitments.....................................   38

ARTICLE III   CONDITIONS PRECEDENT....................................................   40
 SECTION 3.01.  Conditions Precedent to Effectiveness of Sections 2.01 and 2.03.......   40
 SECTION 3.02.  Conditions Precedent to Initial Advance to Each Borrowing Subsidiary..   41
 SECTION 3.03.  Conditions Precedent to Each Committed Borrowing......................   42
 SECTION 3.04.  Conditions Precedent to Each Uncommitted Borrowing....................   42

ARTICLE IV    REPRESENTATIONS AND WARRANTIES..........................................   43
 SECTION 4.01.  Representations and Warranties of the Company.........................   43

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ARTICLE V     COVENANTS OF THE COMPANY................................................ 46 
 SECTION 5.01.  Compliance with Laws, Etc............................................. 46 
 SECTION 5.02.  Interest Coverage Ratio............................................... 46 
 SECTION 5.03.  Reporting Requirements................................................ 46 
 SECTION 5.04.  Use of Proceeds....................................................... 47 
 SECTION 5.05.  Limitation on Liens, Etc.............................................. 48 
 SECTION 5.06.  Merger; Sale of Assets................................................ 49 
 SECTION 5.07.  Books and Records; Inspection......................................... 49 
 SECTION 5.08.  Corporate Existence................................................... 50 
 SECTION 5.10.  Payment of Taxes...................................................... 50 

ARTICLE VI    EVENTS OF DEFAULT....................................................... 50 
 SECTION 6.01.  Events of Default..................................................... 50 

ARTICLE VII   GUARANTEE............................................................... 52 
 SECTION 7.01.  Unconditional Guarantee............................................... 52 
 SECTION 7.02.  Validity.............................................................. 53 
 SECTION 7.03.  Waivers............................................................... 53 
 SECTION 7.04.  Subrogation........................................................... 53 
 SECTION 7.05.  Acceleration.......................................................... 53 
 SECTION 7.06.  Reinstatement......................................................... 53 
 SECTION 7.07.  Continuing Guaranty; Assignments...................................... 54 

ARTICLE VIII  THE ADMINISTRATIVE AGENT................................................ 54 
 SECTION 8.01.  Reserved.............................................................. 54 
 SECTION 8.02.  Authorization and Action.............................................. 54 
 SECTION 8.03.  Administrative Agent's Reliance, Etc.................................. 55 
 SECTION 8.04.  The Administrative Agent and Affiliates............................... 55 
 SECTION 8.05.  Bank Credit Decision; Notice of Default............................... 56 
 SECTION 8.06.  Indemnification....................................................... 56 
 SECTION 8.07.  Successor Administrative Agent........................................ 57 

ARTICLE IX    MISCELLANEOUS........................................................... 57 
 SECTION 9.01.  Amendments, Etc....................................................... 57 
 SECTION 9.02.  Notices, Etc.......................................................... 58 
 SECTION 9.03.  No Waiver; Remedies................................................... 58 
 SECTION 9.04.  Costs and Expenses.................................................... 59 
 SECTION 9.05.  Right of Set-off...................................................... 59 
 SECTION 9.06.  Binding Effect........................................................ 59 
 SECTION 9.07.  Assignments, Designations and Participations.......................... 59 
 SECTION 9.08.  Governing Law......................................................... 64 
 SECTION 9.09.  Execution in Counterparts............................................. 64 

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SECTION 9.10. Confidentiality....................................................... 64 
SECTION 9.11. Non-Reliance by the Banks............................................. 64 
SECTION 9.12. No Indirect Security.................................................. 64 
SECTION 9.13. Indemnification....................................................... 65 
SECTION 9.14. Partial Invalidity.................................................... 65 
SECTION 9.15. WAIVER OF JURY TRIAL.................................................. 65 
SECTION 9.16. Jurisdiction, Etc..................................................... 66 
SECTION 9.17. Termination of Existing Credit Agreement.............................. 66 
SECTION 9.18. Nonliability of Banks................................................. 66 

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EXHIBITS  

EXHIBIT A      -   Form of Assignment and Acceptance                  

EXHIBIT B      -   Form of Assumption Letter                          

EXHIBIT C      -   Form of Designation Agreement                      

EXHIBIT D-1    -   Form of Committed Note                             

EXHIBIT D-2    -   Form of Uncommitted Note                           

EXHIBIT E-1    -   Form of Notice of Committed Borrowing              

EXHIBIT E-2    -   Form of Notice of Uncommitted Borrowing            

EXHIBIT F      -   Form of Notice of Continuation/Conversion          

EXHIBIT G      -   Form of Commitment Increase Consent                

EXHIBIT H      -   Form of Sidley & Austin Opinion                    

EXHIBIT I      -   Form of Opinion of Counsel to Borrowing Subsidiary 

__________________                                                              
/1/ Select one.                                                                 

/2/ Include if applicable.                                                      

/3/ Use if converting Base Rate Advances to Eurocurrency Rate Advances.         

/4/ Use if converting only a portion of Eurocurrency Rate Advances and          
continuing the balance as Eurocurrency Rate Advances.                   

/5/ Use if converting Eurocurrency Rate Advances to Base Rate Advances.         

/6/ Use if continuing Eurocurrency Rate Advances.                               

/7/ To be revised if the Borrowing Subsidiary is not a domestic corporation.    

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                                                                  EXECUTION COPY

FIVE-YEAR CREDIT AGREEMENT  

Dated as of December 11, 1998 

    R.R. DONNELLEY & SONS COMPANY, a Delaware corporation (the "Company"), the
banks listed on the signature pages hereof and THE FIRST NATIONAL BANK OF       
CHICAGO, as Administrative Agent (as hereinafter defined), agree as follows:    

ARTICLE I 

DEFINITIONS AND ACCOUNTING TERMS    
--------------------------------    

SECTION 1.01.  Certain Defined Terms.  As used in this Agreement, the 
---------------------                   
following terms shall have the following meanings (such meanings to be equally  
applicable to both the singular and plural forms of the terms defined):         

"Acceptance Deadline" has the meaning specified in Section  
-------------------                               ------- 
2.03(a)(iii).                                                         
------------                                                          

      "Administrative Agent" means First Chicago, in its capacity as the
--------------------                                      
contractual representative for all of the Banks for purposes of this  
     Agreement, as designated and appointed in accordance with Article VIII, and
                                                          ------------
any successor thereto as provided herein.                             

  "Advance" means a Committed Advance or an Uncommitted Advance.
-------                                                   

         "Affiliate" means, with respect to any Person, any other Person that,
---------                                                 
directly or indirectly, controls, is controlled by or is under common 
control with such Person.                                             

        "Affordable Housing Debt" means Debt of the Company or of any of its
-----------------------                                   
    Subsidiaries which is associated with the direct or indirect investment by
     the Company or such Subsidiary in affordable housing where the expected tax
  benefits of such investment exceed the total amount of the future annual
payments required as part of such investment.                         

       "Agreement" shall mean this Five-Year Credit Agreement, as the same
---------                                                 
may be amended, modified, supplemented or restated from time to time. 

          "Alternative Currency" means Sterling, German Marks, Swiss Francs, Yen
--------------------                                      
     and any other currency (other than Dollars) (i) which is readily available,
freely transferable and convertible into Dollars in the international 
currency and exchange markets, (ii) in which deposits are customarily 
offered to banks                                                      

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   in the London interbank market and (iii) as to which an equivalent amount
     in Dollars may be readily calculated, including the Euro from and after the
Euro Implementation Date.                                             

      "Applicable Lending Office" means, with respect to each Bank, such
-------------------------                                 
     Bank's Domestic Lending Office in the case of a Base Rate Advance, and such
Bank's Eurocurrency Lending Office in the case of a Eurocurrency Rate 
     Advance and, in the case of an Uncommitted Advance, the office of such Bank
     notified by such Bank to the Administrative Agent as its Applicable Lending
Office with respect to such Uncommitted Advance.                      

"Applicable Margin" means on any day:                       
-----------------                                         

   (i)   0.155% if Category 1 Status exists on such day,

  (ii)  0.17% if Category 2 Status exists on such day,

  (iii) 0.20% if Category 3 Status exists on such day,

      (iv)  0.25% if Category 4 Status exists on such day, and

  (v)   0.40% if Category 5 Status exists on such day.

"Arranger" means First Chicago Capital Markets, Inc.        
--------                                                  

  "Assignment and Acceptance" means an Assignment and Acceptance
-------------------------                                 
executed by a Bank (other than a Designated Bidder) and an Eligible   
Assignee and accepted by the Administrative Agent and the Company,    
substantially in the form of Exhibit A hereto.                        
---------   

     "Assumption Letter" means a letter of a Subsidiary of the Company
-----------------                                         
addressed to the Banks in substantially the form of Exhibit B hereto  
                                           ---------
     pursuant to which such Subsidiary agrees to become a "Borrowing Subsidiary"
and agrees to be bound by the terms and conditions hereof.            

     "Available Commitment" has the meaning specified in Section 2.01.
     --------------------                               ------------

       "Banks" means the banks listed on Schedule I hereto and each Person
-----                            ----------               
    that becomes a party hereto pursuant to Section 9.07(a), (b) and (c), and,
                                      ---------------  ---     ---
except when used in reference to a Committed Advance, a Committed     
Borrowing, a Committed Note, a Commitment or a related term, each     
Designated Bidder.                                                    

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

          (a)   the corporate base rate of interest announced by First
       Chicago from time to time, changing when and as said corporate base
rate changes; and                                           

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    (b)  1/2 of 1% per annum above the Federal Funds Rate.

         "Base Rate Advance" means a Committed Advance which bears interest at
-----------------                                         
a rate based upon the Base Rate, as provided in Section 2.07(a).      
                                         ---------------

"Borrower" means the Company or any Borrowing Subsidiary.   
--------                                                  

        "Borrowing" means a Committed Borrowing or an Uncommitted Borrowing.
---------                                                 

   "Borrowing Subsidiary" means any Subsidiary of the Company duly
--------------------                                      
designated by the Company pursuant to Section 2.17 hereof to make     
                  ------------
   Borrowings hereunder, which Subsidiary shall have delivered an Assumption
Letter to the Administrative Agent in accordance with Section 2.17.   
                                                  ------------

    "Business Day" means a day of the year (other than a Saturday or
------------                                              
  Sunday) on which banks are not required or authorized by law to close in
  New York City and Chicago and, if the applicable Business Day relates to
 any Eurocurrency Rate Advances, on which dealings are carried on in the
London interbank market (and, if such Eurocurrency Rate Advances are  
denominated in the Euro, a day upon which such clearing system as is  
determined by the Administrative Agent to be suitable for clearing or 
settlement of the Euro is open for business).                         

          "Category Status" means Category 1 Status, Category 2 Status, Category
---------------                                           
3 Status, Category 4 Status or Category 5 Status, as appropriate.     

          "Category 1 Status" exists at any date if at such date the Public Debt
-----------------                                         
    Rating announced by S&P is AA- (or the equivalent) or better or the Public
                                                      --
Debt Rating announced by Moody's is Aa3 (or the equivalent) or better.

         "Category 2 Status" exists at any date if at such date (i) the Public
-----------------                                         
Debt Rating announced by S&P is A (or the equivalent) or better or the
                                                            --
Public Debt Rating announced by Moody's is A2 (or the equivalent) or  
better, and (ii) Category 1 Status does not exist.                    

         "Category 3 Status" exists at any date if at such date (i) the Public
-----------------                                         
 Debt Rating announced by S&P is A- (or the equivalent) or better or the
                                                              --
Public Debt Rating announced by Moody's is A3 (or the equivalent) or  
  better, and (ii) neither Category 1 Status nor Category 2 Status exists.

         "Category 4 Status" exists at any date if at such date (i) the Public
-----------------                                         
  Debt Rating announced by S&P is BBB (or the equivalent) or better or the
                                                                --
Public Debt Rating announced by Moody's is Baa2 (or the equivalent) or
     better, and (ii) none of Category 1 Status, Category 2 Status or Category 3
Status exists.                                                        

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         "Category 5 Status" exists at any date if at such date (i) the Public
-----------------                                         
    Debt Rating announced by S&P is lower than BBB (or the equivalent) and the
                                                                   ---
Public Debt Rating announced by Moody's is lower than Baa2 (or the    
equivalent), or (ii) neither S&P nor Moody's shall have a Public Debt 
--                                          
Rating in effect at such date.                                        

    "Commission" means the Securities and Exchange Commission or any
----------                                                
federal body succeeding to its functions.                             

"Commitment" has the meaning specified in Section 2.01.     
----------                               ------------     

        "Committed Advance" means an advance by a Bank to a Borrower as part
-----------------                                         
of a Committed Borrowing and refers to a Base Rate Advance or a       
 Eurocurrency Rate Advance, each of which shall be a "Type" of Committed
                                        ----
Advance.                                                              

      "Committed Borrowing" means a borrowing consisting of simultaneous
-------------------                                       
     Committed Advances of the same Type made by each of the Banks to a Borrower
pursuant to Section 2.01.                                             
------------                                  

          "Committed Note" means a promissory note, in substantially the form of
--------------                                            
    Exhibit D-1 hereto, duly executed by the Company or a Borrowing Subsidiary
-----------                                                           
and payable to the order of a Bank in the amount of its Commitment,   
including any amendment, modification, renewal or replacement of such 
promissory note.                                                      

          "Consolidated EBIT" means, for any period, on a consolidated basis for
-----------------                                         
   the Company and its Consolidated Subsidiaries, the sum of the amounts for
such period of (a) Consolidated Net Income (excluding non-recurring or
extraordinary gains, losses, expenses and charges but including cash  
  charges and payments during such period related to extraordinary or non-
  recurring gains, losses, charges and expenses), plus (b) charges against
                              ----
   income for foreign, federal, state and local taxes, plus (c) Consolidated
                                      ----
Interest Expense plus (or minus) (d) pre-tax income (or loss) from    
----     -----                      
discontinued operations.                                              

     "Consolidated Interest Expense" means, for any period, the sum of
-----------------------------                             
  total interest expense of the Company and its Consolidated Subsidiaries,
whether paid or accrued, as determined in accordance with GAAP.       

         "Consolidated Net Income" means, for any period, the consolidated net
-----------------------                                   
earnings (or loss) after taxes of the Company and its Consolidated    
Subsidiaries for such period, determined in accordance with GAAP.     

  "Consolidated Subsidiary" means at any date any Subsidiary the
-----------------------                                   
  accounts of which would be consolidated with those of the Company in its
 consolidated financial statements at such date in accordance with GAAP;
provided, that for purposes of Sections 5.02 and 5.03, "Consolidated  
--------                       -------------     ----                 
Subsidiary" shall mean any subsidiary the accounts of which would be  

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consolidated with those of the Company in its consolidated financial  
statements at such date in accordance with GAAP.                      

      "Consolidated Tangible Net Worth" means, as of any date, an amount
-------------------------------                           
   equal to the sum of (i) the par or stated value of the outstanding shares
  of all classes of capital stock of the Company, (ii) paid-in capital and
    capital surplus of the Company and (iii) retained earnings of the Company,
as each of which would appear on a consolidated balance sheet of the  
  Company and its Consolidated Subsidiaries prepared as of the last day of
  the most recently completed fiscal quarter in accordance with GAAP, less
                                                                      ----
     the aggregate net amount of (i) all assets so appearing which in accordance
 with GAAP are deemed intangible, such intangible assets to specifically
include, but not be limited to, licenses, copyrights, trademarks,     
   tradenames, patents and goodwill, and (ii) any write-up in the book value
    of assets made after December 31, 1997, other than any such write-up to an
appraised fair market value in accordance with the purchase accounting
requirements of GAAP.                                                 

    "Continuation Notice" has the meaning specified in Section 2.23.
    -------------------                               ------------

"Continuing Bank" has the meaning specified in Section 2.23.
---------------                               ------------

       "Debt" means (but without duplication of any item) (i) indebtedness
----                                                      
    for borrowed money, (ii) obligations evidenced by bonds, debentures, notes
or other similar instruments, (iii) obligations as lessee under leases
   which shall have been or should be, in accordance with generally accepted
 accounting principles, recorded as capital leases, and (iv) obligations
under direct or indirect guaranties in respect of, and obligations    
  (contingent or otherwise) to purchase or otherwise acquire, or otherwise
   assure a creditor against loss in respect of, indebtedness or obligations
of others of the kinds referred to in clause (i), (ii) or (iii) above.

        "Defaulted Advance" means, with respect to any Bank at any time, the
-----------------                                         
amount of any Advance required to be made by such Bank to the Borrower
   pursuant to Section 2.01 or Section 2.03(a) at or prior to such time that
------------    ---------------               
   has not been so made as of such time; provided, however, that any Advance
                       --------  -------
   made by the Administrative Agent for the account of such Bank pursuant to
 Section 2.02(e) shall not be considered a Defaulted Advance even if, at
---------------                                                       
 such time, such Bank shall not have reimbursed the Administrative Agent
 therefor as provided in Section 2.02(e). If part of a Defaulted Advance
---------------       
 shall be deemed made pursuant to Section 2.20(a), the remaining part of
           ---------------
   such Defaulted Advance shall be considered a Defaulted Advance originally
     required to be made pursuant to Section 2.01 or Section 2.03(a) on the same
                         ------------    ---------------
date as the Defaulted Advance so deemed made in part.                 

       "Defaulted Amount" means, with respect to any Bank at any time, any
----------------                                          
    amount required to be paid by such Bank to the Administrative Agent or any
    other Bank hereunder at or prior to such time that has not been so paid as
     of such time, including, without limitation, any amount required to be paid
by                                                                    

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  such Bank to (a) the Administrative Agent pursuant to Section 2.02(e) to
                                                     ---------------
  reimburse the Administrative Agent for the amount of any Advance made by
   the Administrative Agent for the account of such Bank, (b) any other Bank
     pursuant to Section 2.15 to purchase any participation in Advances owing to
------------                                  
   such other Bank and (c) the Administrative Agent pursuant to Section 8.06
                                                                ------------
    to reimburse the Administrative Agent for such Bank's ratable share of any
amount required to be paid by the Banks to the Administrative Agent as
provided therein. If part of a Defaulted Amount shall be deemed paid  
  pursuant to Section 2.20(b), the remaining part of such Defaulted Amount
---------------                               
shall be considered a Defaulted Amount originally required to be made 
    hereunder on the same date as the Defaulted Amount so deemed paid in part.

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

       "Designated Bidder" means (a) an Eligible Assignee or (b) a special
-----------------                                         
purpose corporation that is engaged in making, purchasing or otherwise
  investing in commercial loans in the ordinary course of its business and
     that issues (or the parent of which issues) commercial paper rated at least
   "Prime-1" (or the then equivalent grade) by Moody's or "A-1" (or the then
   equivalent grade) by S&P that, in the case of either clause (a) or clause
(b), (i) is organized under the laws of the United States or any State
     thereof, (ii) shall have become a party hereto pursuant to Section 9.07(d),
                                                               ---------------
(e) and (f), and (iii) is not otherwise a Bank.                       
---     ---                                                           

         "Designation Agreement" means a designation agreement entered into by
---------------------                                     
a Bank (other than a Designated Bidder) and a Designated Bidder, and  
    accepted by the Administrative Agent and the Company, in substantially the
form of Exhibit C hereto.                                             
---------                                             

"Dollar Amount" means, for any date of determination:       
-------------                                             

       (a) with respect to any amount denominated in Dollars, such amount;
and                                                                   

          (b) with respect to an amount denominated in any Alternative Currency,
the amount of Dollars into which the Administrative Agent could, in   
accordance with its practice from time to time in the London interbank
     foreign exchange market, convert such amount of Alternative Currency at its
  spot rate of exchange applicable to the relevant transaction at or about
11:00 a.m., London time, on the date of such determination, for the   
delivery of Dollars two Business Days thereafter. For purposes of this
 Agreement, the Dollar Amount of any amount received by a Bank hereunder
shall be determined as of the date of such receipt.                   

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

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

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

          "Eligible Assignee" means (i) a Bank (other than a Designated Bidder);
-----------------                                         
(ii) an Affiliate of a Bank (other than a Designated Bidder); (iii) a 
    commercial bank organized under the laws of the United States or any State
thereof, and having a combined capital and surplus of at least        
    $500,000,000; (iv) a commercial bank organized under the laws of any other
   country that is a member of the Organization for Economic Cooperation and
  Development, has a combined capital and surplus of at least $500,000,000
    and is acting through a branch or agency located in the United States, and
    (v) any other Person approved by the Company and the Administrative Agent,
such approvals not to be unreasonably withheld or delayed (it being   
 understood that the Company may reasonably withhold its approval of any
    such other Person if at the time it would become a Bank hereunder payments
to it would not be exempt from United States withholding tax).        

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

  "Environmental Law" means any federal, state, local or foreign
-----------------                                         
     statute, law, ordinance, rule, regulation, code, order, judgment, decree or
judicial interpretation relating to the environment, health, safety or
Hazardous Materials.                                                  

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

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

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

        "ERISA Event" means (a) the occurrence of a reportable event, within
-----------                                               
   the meaning of Section 4043 of ERISA, with respect to any Plan unless the
     30-day notice requirement with respect to such event has been waived by the
  PBGC; (b) the application for a minimum funding waiver with respect to a
 Plan; (c) the provision by the administrator of any Plan of a notice of
intent to terminate such Plan pursuant to Section 4041(a)(2) of ERISA 
    (including any such notice with respect to a plan amendment referred to in
     Section 4041(e) of ERISA); (d) the cessation of operations at a facility of
   the Company or any of its ERISA Affiliates in the circumstances described
  in Section 4062(e) of ERISA; (e) the withdrawal by the Company or any of
   its ERISA Affiliates from a Multiple Employer Plan during a plan year for
  which it was a substantial employer, as defined in Section 4001(a)(2) of
 ERISA; (f) the failure by the Company or any of its ERISA Affiliates to
 make a payment to a Plan if the conditions for the imposition of a lien
under Section 302(f)(1) of ERISA are satisfied; (g) the adoption of an
amendment to a Plan requiring the provision of security to such Plan, 
 pursuant to Section 307 of ERISA; or (h) the institution by the PBGC of
    proceedings to terminate a Plan, pursuant to Section 4042 of ERISA, or the
 occurrence of any event or condition described in Section 4042 of ERISA
     that could constitute grounds for the termination of, or the appointment of
trustee to administer, a Plan.                                        

        "Euro" and/or "EUR" means the euro referred to in Council Regulation
----          ---                                         
    (EC) No. 1103/97 dated June 17, 1997 passed by the Council of the European
   Union, or, if different, the then lawful currency of the member states of
the European Union that participate in the third stage of Economic and
Monetary Union.                                                       

          "Euro Implementation Date" means the first date (currently expected to
------------------------                                  
   be January 1, 1999) on which the Euro becomes the currency of some or all
of the member states of the European Union.                           

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

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

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    "Eurocurrency Rate" means, with respect to any Eurocurrency Rate
-----------------                                         
Advance for any specified Interest Period or for the term of any      
Uncommitted Advance with respect to which interest is calculated by   
reference to the Eurocurrency Rate, either:                           

        (i)   the rate of interest per annum equal to the rate for
      deposits in Dollars or the applicable Alternative Currency of such
         Eurocurrency Rate Advance with a maturity approximately equal to such
      Interest Period which appears on Dow Jones Markets (Telerate) Page
         3740 or 3750, as applicable, or, if there is more than one such rate,
         the average of such rates rounded to the nearest 1/100 of 1% (if such
      average is not a multiple of 1/16 of 1%), as of 11:00 a.m. (London
   time) two Business Days prior to the first day of such Interest
Period, or                                                  

             (ii) if no such rate of interest appears on Dow Jones Markets
  (Telerate) Page 3740 or 3750, as applicable, for any specified
         Interest Period, or if Dow Jones Markets (Telerate) Page 3740 or 3750
  is unavailable for any reason, the applicable per annum London
    interbank offered rate for deposits in Dollars or the applicable
          Alternative Currency appearing on Reuters Screen FRBD as of 11:00 a.m.
  (London time) two Business Days prior to the first day of such
         Interest Period, and having a maturity equal to such Interest Period.

     "Eurocurrency Rate Advance" means a Committed Advance which bears
-------------------------                                 
     interest at a rate based upon the Eurocurrency Rate, as provided in Section
                                                                         -------
2.07(c).                                                              
-------                                                               

    "Eurocurrency Rate Reserve Percentage" of any Bank (other than a
------------------------------------                      
    Designated Bidder) for any Interest Period for a Eurocurrency Rate Advance
    means the reserve percentage applicable two Business Days before the first
   day of such Interest Period under regulations issued from time to time by
     the Board of Governors of the Federal Reserve System (or any successor) for
     determining the maximum reserve requirement (including, without limitation,
     any emergency, supplemental or other marginal reserve requirement) for such
Bank with respect to liabilities or assets consisting of or including 
Eurocurrency Liabilities (or with respect to any other category of    
    liabilities that includes deposits by reference to which the interest rate
     on Eurocurrency Rate Advances of such currency is determined) having a term
equal to such Interest Period.                                        

  "Eurocurrency Rate Uncommitted Borrowing" means an Uncommitted
---------------------------------------                   
     Borrowing comprised of Uncommitted Advances denominated in Dollars, bearing
interest based upon the Eurocurrency Rate.                            

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

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  "Extension Request" has the meaning specified in Section 2.23.
  -----------------                               ------------

"Facility Fee" has the meaning specified in Section 2.04.   
------------                               ------------   

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

        "First Chicago" means The First National Bank of Chicago, a national
-------------                                             
banking association, in its individual capacity, and its successors.  

     "Fixed Rate Uncommitted Borrowing" means an Uncommitted Borrowing
--------------------------------                          
   consisting of Uncommitted Advances bearing interest at a fixed percentage
 rate per annum (expressed in the form of a decimal to no more than four
   decimal places) specified by the respective Banks making such Uncommitted
Advances pursuant to the procedure described in Section 2.03.         
                                      ------------

"GAAP" has the meaning specified in Section 1.03.           
----                               ------------           

       "German Marks" means the lawful currency of the Federal Republic of
------------                                              
Germany.                                                              

 "Hazardous Materials" means petroleum and petroleum products,
-------------------                                       
byproducts or breakdown products, radioactive materials, asbestos-    
containing materials, radon gas and any other chemicals, materials or 
substances designated, classified or regulated as being "hazardous" or
 "toxic", or words of similar import, under any federal, state, local or
   foreign statute, law, ordinance, rule, regulation, code, order, judgment,
decree or judicial interpretation.                                    

   "Insurance Policy Debt" means Debt of the Company or any of its
---------------------                                     
     Subsidiaries under policies of life insurance now or hereafter owned by the
   Company or any of its Subsidiaries under which policies the sole recourse
for such borrowing is against such policies.                          

"Interest Coverage Ratio" means the ratio, determined on a  
-----------------------                                   
 consolidated basis for the Company and its Consolidated Subsidiaries in
   accordance with GAAP as of the end of any fiscal quarter, of Consolidated
  EBIT to Consolidated Interest Expense, in each case determined as of the
 last day of such fiscal quarter for the four-quarter period then ended.

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          "Interest Period" means, for each Eurocurrency Rate Advance comprising
---------------                                           
    part of the same Committed Borrowing, the period commencing on the date of
such Eurocurrency Rate Advance or the date of any conversion or       
    continuation thereof, and ending on the last day of the period selected by
a Borrower pursuant to the provisions below. The duration of each such
   Interest Period shall be one, two, three or six months, in each case as a
Borrower may select, upon notice received by the Administrative Agent 
pursuant to Section 2.02 or 2.06; provided, however, that             
------------    ----  --------  -------       

    (i)   Interest Periods commencing on the same date for
    Eurocurrency Rate Advances comprising part of the same Committed
Borrowing shall be of the same duration;                    

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

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

               (iv)  no Interest Period may terminate later than the Termination
Date.                                                       

   "Lien" means, with respect to any asset, any security interest,
----                                                      
     mortgage, pledge, lien, claim, charge or encumbrance of any kind in respect
of such asset.                                                        

         "Majority Banks" means at any time Banks holding more than 50% of the
--------------                                            
  then aggregate unpaid principal amount of the Committed Advances held by
the Banks, or, if no such principal amount is then outstanding, Banks 
having more than 50% of the Commitments.                              

          "Margin Stock" has the meaning specified in Regulation U issued by the
------------                                              
Board of Governors of the Federal Reserve System.                     

        "Material Adverse Effect" means a material adverse effect on (i) the
-----------------------                                   
     business, financial condition, operations, properties or performance of the
     Company and its Subsidiaries, taken as a whole, (ii) the legality, validity
or                                                                    

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enforceability of this Agreement or the Notes or (iii) the ability of 
    the Company to perform its obligations under this Agreement and the Notes.

         "Material Subsidiary" means a Subsidiary of the Company which, at the
-------------------                                       
    time of determination, (i) shall own assets comprising in excess of 10% of
 all of the assets of the Company and its consolidated Subsidiaries on a
consolidated basis, or (ii) has operating income for the four fiscal  
  quarters most recently ended in excess of 10% of the operating income of
the Company and its consolidated Subsidiaries on a consolidated basis.

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

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

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

          "National Currency Unit" means the unit of currency (other than a Euro
----------------------                                    
   unit) of each member state of the European Union that participates in the
third stage of Economic and Monetary Union.                           

   "Non-Extending Bank" has the meaning specified in Section 2.23.
   ------------------                               ------------

"Note" means a Committed Note or an Uncommitted Note.       
----                                                      

        "Notice of Committed Borrowing" has the meaning specified in Section
         -----------------------------                               -------
2.02(a).                                                              
-------                                                               

       "Notice of Conversion or Continuation" has the meaning specified in
------------------------------------                      
Section 2.06(b).                                                      
---------------                                                       

          "Notice of Uncommitted Borrowing" has the meaning specified in Section
           -------------------------------                               -------
2.03(a).                                                              
-------                                                               

 "PBGC" means the Pension Benefit Guaranty Corporation and its
----                                                      
successors and assigns.                                               

       "Person" means an individual, partnership, corporation (including a
------                                                    
 business trust), limited liability company, joint stock company, trust,

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    unincorporated association, joint venture or other entity, or a government
or any political subdivision or agency thereof.                       

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

     "Pro Rata Share" means, at any time with respect to any Bank, the
--------------                                            
    ratio (expressed as a percentage) that such Bank's Commitment bears to the
   aggregate Commitments of all Banks at such time or, at any time after the
 Commitments have been terminated, the ratio (expressed as a percentage)
that such Bank's outstanding Committed Advances bears to the aggregate
outstanding Committed Advances of all Banks at such time.             

          "Public Debt Rating" means, on any date, the rating that has been most
------------------                                        
    recently announced by S&P or Moody's, as the case may be, for any class of
    long-term senior non-credit-enhanced unsecured debt issued by the Company,
changing when and as the applicable rating agency publicly announces a
change in its Public Debt Rating.                                     

      "Quote Deadline" has the meaning specified in Section 2.03(a)(ii).
      --------------                               -------------------

"Register" has the meaning specified in Section 9.07(g).    
--------                               ---------------    

    "Replacement Bank" has the meaning specified in Section 2.23(b).
    ----------------                               ---------------

       "Request Deadline" has the meaning specified in Section 2.03(a)(i).
       ----------------                               ------------------

      "Responsible Officer" means the Executive Vice President and Chief
-------------------                                       
   Financial Officer of the Company, the Vice President and Treasurer of the
Company, or any other officer of the Company or any other Borrower    
   responsible for overseeing or reviewing compliance with this Agreement or
any Note.                                                             

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

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

"Sterling" means the lawful currency of the United Kingdom. 
--------                                                  

    "Subsidiary" means, with respect to any Person, any corporation,
----------                                                
partnership, limited liability company, association or other business 
     entity of which securities or other ownership interests having (a) ordinary
voting                                                                

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power to elect a majority of the board of directors or other persons  
performing similar functions or (b) having the ability to direct the  
 management of such corporation, partnership, limited liability company,
association or other business entity, are at the time directly or     
  indirectly owned or controlled by such Person, by such Person and one or
 more of its other Subsidiaries or by one or more of such Person's other
    Subsidiaries; provided however, that Stream International Inc., a Delaware
--------                                  
corporation ("Stream"), shall not be considered a "Subsidiary" of the 
------                                    
    Company until the earlier of (i) the date of the first regularly scheduled
     annual meeting of Stream after such time as the Company has gained ordinary
  voting power to elect a majority of the board of directors of Stream and
  (ii) the date on which the Company elects the majority of a new board of
directors of Stream.                                                  

"Swiss Francs" means the lawful currency of Switzerland.    
------------                                              

          "Termination Date" means the earlier of (i) December 11, 2003 (or such
----------------                                          
    later date as is established pursuant to Section 2.23(d)) or (ii) the date
                           ---------------
   the Commitments are terminated in whole pursuant to Section 2.05 or 6.01.
                                                      ------------    ----

          "Uncommitted Advance" means an advance by a Bank to a Borrower as part
-------------------                                       
  of an Uncommitted Borrowing resulting from the auction bidding procedure
described in Section 2.03.                                            
------------                                

        "Uncommitted Borrowing" means a borrowing consisting of simultaneous
---------------------                                     
     Uncommitted Advances from each of the Banks whose offer to make one or more
Uncommitted Advances as part of such borrowing has been accepted by a 
 Borrower under the auction bidding procedure described in Section 2.03.
                                                          ------------

          "Uncommitted Borrowing Margin" means, with respect to any Eurocurrency
----------------------------                              
   Rate specified by a Borrower in a Notice of Uncommitted Borrowing and any
   offer made by a Bank in response to such Notice of Uncommitted Borrowing,
 the margin (expressed as a percentage rate per annum) to be added to or
   subtracted from such Eurocurrency Rate in order to determine the interest
 rate per annum at which such Bank is willing to, and offers to, make an
Uncommitted Advance to such Borrower as part of a Eurocurrency Rate   
Uncommitted Borrowing.                                                

         "Uncommitted Note" means a promissory note, in substantially the form
----------------                                          
of Exhibit D-2 hereto, duly executed by the Company or a Borrowing    
-----------                                                     
Subsidiary and evidencing an Uncommitted Advance made by such Bank,   
including any amendment, modification, renewal or replacement of such 
promissory note.                                                      

"Utilization Fee" has the meaning specified in Section 2.04.
---------------                               ------------

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

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"Year 2000 Problem" means anticipated costs, problems and   
-----------------                                         
uncertainties associated with the inability of certain computer       
applications to effectively handle data including dates on and after  
January 1, 2000.                                                      

"Yen" means the lawful currency of Japan.                   
---                                                       

        "1994 Credit Agreement" means that certain Credit Agreement dated as
---------------------                                     
    of December 21, 1994, among the Company, the banks listed on the signature
 pages thereto, and Citibank, N.A., as Administrative Agent, as amended,
modified, restated or supplemented from time to time.                 

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

 SECTION 1.03.  Accounting Terms; Modifications due to Implementation of
                --------------------------------------------------------
Euro.  (a) All accounting terms not specifically defined herein shall be        
----                                                                            
construed in accordance with generally accepted accounting principles consistent
with those applied in the preparation of the financial statements then most     
recently delivered by the Company to the Banks in accordance with Section 5.03  
                                                                ------------
("GAAP");  provided, however, that, if any changes in accounting principles from
those used in the preparation of the consolidated financial statements of the   
Company and its Subsidiaries for the fiscal year of the Company ended December  
31, 1997 (as delivered to the Lenders pursuant to Section 4.01(e)) occur by     
                                   ---------------
reason of the promulgation of rules, regulations, pronouncements, opinions or   
other requirements of the Financial Accounting Standards Board or the American  
Institute of Certified Public Accountants (or successors thereto or agencies    
with similar functions) and such changes would affect (or would result in a     
change in the method of calculation of) the covenant set forth in Section 5.02, 
                                                                ------------
or any of the defined terms related thereto contained in Section 1.01, then upon
                                              ------------
the request of any party hereto, the Company, the Administrative Agent and the  
Banks shall enter into negotiations in good faith, if and to the extent         
necessary, to amend such covenant or such terms as would be affected by such    
changes in GAAP, in accordance with Section 9.01, in such manner as would       
    ------------
maintain the economic terms of such covenant as in effect under this Agreement, 
prior to giving effect to the occurrence of any such changes; and provided      
further, however, that until the amendment of the covenant and the defined terms
referred to in the immediately preceding proviso becomes effective, such        
covenant and defined terms shall be performed, observed and determined, and any 
determination of compliance with such covenant shall be made, as though no such 
changes in accounting principles had been made and the Company shall deliver to 
the Banks, in addition to the consolidated financial statements otherwise       
required to be delivered to the Banks under Sections 5.03(a) or 5.03(b) during  
                                   ----------------    -------
such period, a statement of reconciliation conforming such consolidated         
financial statements to GAAP prior to such changes.                             

(b) If the Administrative Agent determines that modifications to this 
Agreement are necessary as a result of the commencement of the third stage of   
European Economic and Monetary Union and the occurrence of the Euro             
Implementation Date, then the Company, the Administrative Agent and the Banks   
shall enter into negotiations in good faith to amend                            

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this Agreement in such manner as to put the parties in the same position as if  
the Euro Implementation Date had not occurred. No such modifications shall      
become effective until this Agreement has been amended in accordance with       
Section 9.01 to incorporate such modifications.                                 
------------                                                                    

ARTICLE II  
----------  

AMOUNTS AND TERMS OF THE ADVANCES 
--------------------------------- 

SECTION 2.01.  The Committed Advances. Each Bank severally agrees, on the   
----------------------                        
terms and conditions hereinafter set forth, to make Committed Advances to the   
Borrowers from time to time on any Business Day during the period from the      
Effective Date until the Termination Date in an aggregate amount with respect to
all Borrowers not to exceed at any time outstanding an amount (such Bank's      
"Available Commitment") equal to (i) the amount set forth opposite such Bank's  
name on Schedule I hereto or, if such Bank has entered into any Assignment and  
----------                                                      
Acceptance, set forth for such Bank in the Register, as such amount may be      
reduced pursuant to Section 2.05 (such Bank's "Commitment") minus (ii) such     
     ------------                            -----
Bank's Pro Rata Share of the aggregate amount of the Uncommitted Advances then  
outstanding.  Each Committed Borrowing shall be in an aggregate amount of not   
less than $20,000,000 or an integral multiple of $1,000,000 in excess thereof   
or, if the requested currency for such Committed Advance is not Dollars, an     
equivalent amount (determined in accordance with Section 2.16) and multiple in  
                              ------------
the requested Alternative Currency, and, subject to Section 2.02, shall consist 
                                    ------------
of Committed Advances of the same Type made on the same day to the same Borrower
by the Banks ratably according to their respective Commitments in the currency  
so requested.  Within the limits of each Bank's Available Commitment, a Borrower
may borrow under this Section 2.01, prepay pursuant to Section 2.10, and        
         ------------                     ------------
reborrow under this Section 2.01.                                               
------------                            

SECTION 2.02.  Making the Committed Advances. (a) Each Committed      
------------------------------          
Borrowing shall be made on notice by the Company (or, if such Borrower is a     
Borrowing Subsidiary, by the Company on behalf of such Borrowing Subsidiary) to 
the Administrative Agent (which shall give each Bank prompt notice thereof by   
telecopy), given not later than 10:00 A.M. (Chicago time) on (i) the date of a  
proposed Committed Borrowing comprised of Base Rate Advances, (ii) the third    
Business Day prior to the date of a proposed Committed Borrowing comprised of   
Eurocurrency Rate Advances to be denominated in Dollars, and (iii) the fourth   
Business Day prior to the date of a proposed Committed Borrowing comprised of   
Eurocurrency Rate Advances to be denominated in an Alternative Currency. Each   
such notice of a Committed Borrowing (a "Notice of Committed Borrowing") shall  
be by telecopy confirmed immediately in writing, in substantially the form of   
Exhibit E-1 hereto, specifying therein the requested (i) date of such Committed 
-----------                                                                     
Borrowing, (ii) Type of Committed Advances comprising such Committed Borrowing, 
which, in the case of a Committed Borrowing denominated in an Alternative       
Currency, shall be Eurocurrency Rate Advances, (iii) currency for such Committed
Borrowing, which shall be in Dollars or an Alternative Currency, (iv) aggregate 
amount of such Committed Borrowing, (v) in the case of a Committed Borrowing    
consisting of Eurocurrency Advances, the initial Interest Period for each       
Committed Advance comprising such Committed Borrowing, and (vi) whether such    
Committed Borrowing is to be made by the Company or by a specified Borrowing    

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Subsidiary.  The Administrative Agent shall, promptly after such time as the    
Company or such Borrower may no longer revoke the Notice of Committed Borrowing 
without any liability to the Banks, notify each Bank and the Company or such    
Borrower of the applicable interest rate under Section 2.07(a) or (b).  Each    
                                    ---------------    ---
Bank shall, before 12:00 P.M. (Chicago time) on the date of such Committed      
Borrowing, make available for the account of its Applicable Lending Office to   
the Administrative Agent at the Domestic Lending Office of the Bank then acting 
as Administrative Agent, in federal or otherwise immediately available funds,   
such Bank's Pro Rata Share of such Committed Borrowing.  After the              
Administrative Agent receives such funds and upon fulfillment of the applicable 
conditions set forth in Article III, the Administrative Agent will make such    
-----------                     
funds available to the applicable Borrower at the Administrative Agent's        
aforesaid address.                                                              

(b)  Anything in subsection (a) above to the contrary notwithstanding:

       (i)    If with respect to a request for a Committed Borrowing of an
 Alternative Currency other than Sterling, German Marks, Swiss Francs or
Yen, any Bank shall, prior to 10:00 A.M. (Chicago time) on the second 
    Business Day before the requested date of such Committed Borrowing, notify
 the Administrative Agent that the requested Alternative Currency is not
practically available to such Bank in the amount required to make its 
Committed Advance in connection therewith; or                         

     (ii)   If any Bank shall, prior to making any requested Committed
Borrowing consisting of Eurocurrency Rate Advances in an Alternative  
   Currency, notify the Administrative Agent that the introduction of or any
change in or in the interpretation of any law or regulation makes it  
    unlawful, or that any central bank or other governmental authority asserts
  that it is unlawful, for such Bank or its Eurocurrency Lending Office or
     any other Applicable Lending Office to perform its obligations hereunder to
 make Eurocurrency Rate Advances in such currency or to fund or maintain
Eurocurrency Rate Advances in such currency hereunder; or             

     (iii)  If the Majority Banks shall, prior to making any requested
    Committed Borrowing of an Alternative Currency other than Sterling, German
  Marks, Swiss Francs, Yen or the Euro, notify the Administrative Agent or
   the Administrative Agent shall reasonably determine that currency control
or other exchange regulations are imposed in the country in which such
   currency is issued which result in the introduction of different types of
such currency or that there is a change in national or international  
   financial, political or economic conditions or currency exchange rates or
    exchange controls which would make it impracticable for such Advance to be
denominated in the Alternative Currency;                              

then, upon receipt of such notice, the Administrative Agent shall so notify the 
Company and the applicable Borrower (if other than the Company) and the Company 
or such Borrower may, without incurring an obligation to indemnify for losses,  
costs or expenses under Section 2.02(d), by notice to the Administrative Agent  
---------------                 
(which shall promptly notify each Bank), either                                 

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        (x)  withdraw the applicable Notice of Committed Borrowing, in which
case the Committed Borrowing shall not occur;                         

      (y)  request that such Committed Borrowing be made by the Banks in
Dollars as a Committed Borrowing comprised of either Eurocurrency Rate
Advances or Base Rate Advances, in which case the original Notice of  
   Committed Borrowing shall be deemed to be a Notice of Committed Borrowing
  which requests a Committed Borrowing in an aggregate principal amount in
  Dollars equivalent, on the date the Company or such Borrower so notifies
the Administrative Agent, to the amount of the originally requested   
     currency for such Type of Committed Advances (determined in accordance with
     Section 2.16); provided that such request may not be made by the Company or
------------   --------                                               
   such Borrower if the requested Type of Committed Advances is Eurocurrency
    Rate Advances and the request by the Company or such Borrower is not given
    to the Administrative Agent prior to 2:00 P.M. (London time) on the second
Business Day before the requested date of such Committed Borrowing; or

        (z)  only in the case of a Bank giving a notice described in Section
                                                                     -------
 2.02(b)(ii) above, request that such Committed Borrowing be made by the
-----------                                                           
     Banks (other than the notifying Bank) and that no Committed Advance be made
by the notifying Bank in connection with such Committed Borrowing.    

In the case of any notice given under clause (y) above, the Company or such     
Borrower shall specify in such notice the amount and type of Committed Advance  
to be made by each Bank in connection therewith. Any notice under this          
subsection (b) shall be given no later than 2:00 P.M. (London time) two Business
Days before the date of the requested Committed Borrowing, may be given by      
telephone and, if by telephone, shall be confirmed promptly in writing. If      
neither the Company nor the applicable Borrower shall provide a timely notice as
contemplated in clause (x), (y) or (z) above in response to a notice by any Bank
under clause (i) or (ii) above, the applicable Notice of Committed Borrowing    
shall be deemed withdrawn.                                                      

   (c)  Anything in subsection (a) above to the contrary notwithstanding, if
the Majority Banks shall, no later than 5:00 P.M. (Chicago time) three Business 
Days before the date of any requested Committed Borrowing, continuation or      
conversion consisting of Eurocurrency Rate Advances, or any continuation thereof
or conversion thereto, notify the Administrative Agent that the Eurocurrency    
Rate for any Interest Period for such Eurocurrency Rate Advances, plus          
additional interest, if any, payable under Section 2.08, will not adequately    
                  ------------
reflect the cost to such Majority Banks of making, funding, converting to or    
continuing their respective Eurocurrency Rate Advances for such Committed       
Borrowing for such Interest Period, then the Administrative Agent shall promptly
notify the Company, the applicable Borrower (if other than the Company) and the 
Banks of such circumstances and upon receipt of such notice, the Company or such
Borrower may, without incurring an obligation to indemnify for losses, costs or 
expenses under Section 2.02(d), by notice to the Administrative Agent (which    
---------------                                   
shall promptly notify each Bank), either:                                       

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          (i)    withdraw the applicable Notice of Committed Borrowing, in which
case the Committed Borrowing shall not occur;                         

        (ii)   withdraw the applicable Notice of Conversion or Continuation,
  in which case the conversion or continuation of such Committed Borrowing
shall not occur; or                                                   

 (iii)  request that such Committed Borrowing, continuation or
conversion be made by the Banks in Dollars as a Committed Borrowing,  
    continuation or conversion, in which case the original Notice of Committed
    Borrowing, or Notice of Conversion or Continuation shall be deemed to be a
Notice of Committed Borrowing, or Notice of Conversion or Continuation
which requests a Committed Borrowing, continuation or conversion in an
   aggregate principal amount in Dollars equivalent, on the date the Company
     or such Borrower so notifies the Administrative Agent, to the amount of the
  originally-requested currency for such Committed Advances; provided that
                                                        --------
     such request may not be made by the Company or such Borrower if the request
  by the Company or such Borrower is not given to the Administrative Agent
prior to 2:00 P.M. (London time) on the second Business Day before the
 requested date of such Committed Borrowing, continuation or conversion.

In the case of any notice given under clause (iii) above, the Company or such   
Borrower shall specify in such notice the amount and Type of Committed Advances 
to be made, continued or converted by the Banks in connection therewith.  Any   
notice under this subsection (c) shall be given no later than 2:00 P.M. (London 
time) two Business Days before the date of the requested Committed Borrowing,   
may be given by telephone, and, if by telephone, shall be confirmed promptly in 
writing.  From and after the date the Administrative Agent receives the notice  
described in Section 2.02(c), the Banks' obligation to make Eurocurrency        
---------------                                       
Advances for any affected Interest Period shall be suspended until the Majority 
Banks notify the Administrative Agent that the circumstances giving rise to such
notice no longer exist.  If neither the Company nor the applicable Borrower     
shall provide a timely notice as contemplated in clauses (i), (ii) or (iii)     
above with respect to a Notice of Committed Borrowing, the applicable Notice of 
Committed Borrowing shall be deemed withdrawn. If neither the Company nor the   
applicable Borrower shall provide timely a notice as contemplated in clauses    
(i), (ii) or (iii) above with respect to a Notice of Continuation or Conversion,
the Company or such applicable Borrower shall be deemed to have made the request
described in clause (iii).                                                      

(d)  Each Notice of Committed Borrowing and Notice of Conversion or   
Continuation may be revoked by the Company or, if other than the Company, the   
applicable Borrower, by notice to the Administrative Agent without any liability
on the part of the Company or such Borrower at any time prior to (i) 10:00 A.M. 
(Chicago time) on the date of a proposed Committed Borrowing, continuation or   
conversion comprised of Base Rate Advances, (ii) 11:00 A.M. (London time) on the
second Business Day prior to the date of a proposed Committed Borrowing,        
continuation or conversion comprised of Eurocurrency Rate Advances to be        
denominated in Dollars, and (iii) 11:00 A.M. (London time) on the third Business
Day prior to the date of a proposed Committed Borrowing, continuation or        
conversion comprised of Eurocurrency Rate Advances to be denominated in an      
Alternative                                                                     

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Currency. In the case of any Committed Borrowing, continuation or conversion    
which the related Notice of Committed Borrowing, or Notice of Conversion or     
Continuation, specifies is to be comprised of Eurocurrency Rate Advances, unless
the Company or the applicable Borrower revokes such Notice of Committed         
Borrowing or Notice of Conversion or Continuation in accordance with the        
preceding sentence and except as otherwise provided in Sections 2.02(b) and     
                                              ----------------
(c), the Company or such Borrower shall indemnify each Bank against any loss,   
---                                                                             
cost or expense reasonably incurred by such Bank as a result of any failure to  
fulfill on or before the date specified in such Notice of Borrowing or Notice of
Conversion or Continuation for such Committed Borrowing, conversion or          
continuation, the applicable conditions set forth in Article III, including,    
                                     -----------
without limitation, any loss (excluding loss of anticipated profits), cost or   
expense reasonably incurred by reason of the liquidation or reemployment of     
deposits or other funds acquired by such Bank to fund the Committed Advance to  
be made by such Bank as part of such Committed Borrowing, conversion or         
continuation, when such Committed Advance, as a result of such failure, is not  
made, continued or converted on such date.                                      

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

 (f)  A Bank's failure to make the Committed Advance to be made by it as
part of any Committed Borrowing shall not relieve any other Bank of its         
obligation, if any, hereunder to make its Committed Advance on the date of such 
Committed Borrowing.  No Bank shall be responsible for the failure of any other 
Bank to make the Committed Advance to be made by such other Bank on the date of 
any Committed Borrowing.                                                        

   SECTION 2.03.  The Uncommitted Advances.  (a)  Each Bank severally agrees
------------------------                
that any Borrower may make Uncommitted Borrowings in Dollars from time to time  
on any Business Day during the period from the date hereof until 30 days before 
the Termination Date in the manner set forth below; provided that, following the
                                --------
making of each Uncommitted Borrowing, the aggregate amount with respect to all  
Borrowers of the Advances then outstanding shall not exceed the aggregate amount
of the Commitments of the Banks.                                                

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    (i)  A Borrower may request, and the Company may request for the
     benefit of any Borrowing Subsidiary, an Uncommitted Borrowing to be made by
   such Borrower under this Section 2.03 by delivering to the Administrative
------------        
Agent, by telecopier not later than the applicable Request Deadline a 
   notice of an Uncommitted Borrowing (a "Notice of Uncommitted Borrowing"),
     in substantially the form of Exhibit E-2 hereto, specifying therein (A) the
----------- 
 requested date of the proposed Uncommitted Borrowing, (B) the aggregate
     amount of the proposed Uncommitted Borrowing, (C) that each Bank submitting
 an offer shall quote an Uncommitted Borrowing Margin, or that each Bank
 submitting an offer shall quote a fixed interest rate per annum without
     reference to the Eurocurrency Rate, (D) maturity date for repayment of each
     Uncommitted Advance to be made as part of such Uncommitted Borrowing (which
 maturity date may not be earlier than seven (7) days, or later than 180
     days after the date of the proposed Uncommitted Borrowing or later than the
    Termination Date) and whether such Uncommitted Advance may be prepaid, and
    if so, whether with or without penalty, (E) interest payment date or dates
relating thereto, (F) Borrower and (G) other material terms to be     
   applicable to such Uncommitted Borrowing.  The Administrative Agent shall
     promptly notify each Bank of its receipt of each such Notice of Uncommitted
  Borrowing by sending each Bank a copy thereof.  "Request Deadline" means
                                            ----------------
   (x) in the case of a Fixed Rate Uncommitted Borrowing, 4:00 P.M. (Chicago
  time) on the Business Day prior to the date of such proposed Uncommitted
     Borrowing and (y) in the case of a Eurocurrency Rate Uncommitted Borrowing,
   4:00 P.M. (Chicago time) four (4) Business Days prior to the date of such
proposed Uncommitted Borrowing.                                       

          (ii)  Each Bank shall, if, in its sole discretion, it elects to do so,
     irrevocably offer to make one or more Uncommitted Advances to such Borrower
as part of such proposed Uncommitted Borrowing at a rate or rates of  
   interest specified by such Bank, in its sole discretion, by notifying the
  Administrative Agent not later than the applicable Quote Deadline of the
minimum amount (if any) and maximum amount of each Uncommitted Advance
which such Bank would be willing to make as part of such proposed     
 Uncommitted Borrowing (which amounts may, subject to the proviso to the
   first sentence of this Section 2.03(a), exceed such Bank's Commitment, if
---------------         
any), the Uncommitted Borrowing Margin or Margins to be applied in the
    determination of the rate or rates of interest therefor (or, if the Notice
     of Uncommitted Borrowing shall have requested that fixed rates per annum be
quoted, the fixed rate or rates per annum therefor) and such Bank's   
     Applicable Lending Office with respect to such Uncommitted Advance.  If any
   Bank shall elect not to make such an offer, such Bank shall so notify the
  Administrative Agent before the applicable Quote Deadline, and such Bank
   shall not be obligated to, and shall not, make any Uncommitted Advance as
   part of such Uncommitted Borrowing; provided that the failure by any Bank
          --------
   to give such notice shall not cause such Bank to be obligated to make any
  Uncommitted Advance as part of such proposed Uncommitted Borrowing.  The
    Administrative Agent shall promptly notify the Company and, if applicable,
the applicable Borrowing Subsidiary of each Bank's response           

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pursuant to this paragraph (ii); provided, that if First Chicago shall
    --------
elect to make an offer under this paragraph (ii), such offer shall be 
   delivered to the Company and, if applicable, the Borrowing Subsidiary not
later than one-half hour prior to the applicable Quote Deadline. Each 
Borrower shall be entitled to assume that each quote of an Uncommitted
 Borrowing Margin or a fixed rate per annum by a Bank includes, and such
   Bank shall not be entitled to claim as additional interest or costs under
Section 2.08 or otherwise, any costs to such Bank in the nature of a  
------------                                                          
reserve requirement, assessment or other charge in connection with the
Uncommitted Advance to which such quote relates, except that such Bank
shall be entitled to claim increased costs and additional compensation
 under Section 2.12(a) and (b) and Section 2.19, but solely with respect
---------------     ---     ------------                  
    to the changes described in such provisions that occur after the date such
Uncommitted Advance is made.                                          

"Quote Deadline" means, (x) in the case of a Fixed Rate Uncommitted   
---------------                                                       
Borrowing, 9:00 A.M. (Chicago time) on the date of such proposed      
Uncommitted Borrowing and (y) in the case of a Eurocurrency Rate      
   Uncommitted Borrowing, 9:00 A.M. (Chicago time) three Business Days prior
to the date of such proposed Uncommitted Borrowing.                   

    (iii)  Such Borrower, or the Company on behalf of such Borrower,
shall, in turn, before the applicable Acceptance Deadline, either     

              (A)  cancel, without incurring an obligation on the part of such
      Borrower or the Company to indemnify for losses, costs or expenses
   under Section 2.02(d), such Uncommitted Borrowing by giving the
---------------                                 
  Administrative Agent notice to that effect, in which case such
Uncommitted Borrowing shall not be made, or                 

             (B)  accept one or more of the offers made by any Bank or Banks
       pursuant to paragraph (ii) above, in its sole discretion but in any
          event in ascending order of the fixed rates of interest or Uncommitted
 Borrowing Margins (as applicable) offered by all of the Banks
        responding to such Notice of Uncommitted Borrowing, by giving notice
        to the Administrative Agent of the relevant Banks and the respective
       amounts of each Uncommitted Advance (each of which amounts shall be
          equal to or greater than the minimum amount, and equal to or less than
          the maximum amount, offered to be made by the respective Bank for such
         Uncommitted Advance pursuant to Section 2.02(a)(ii) above) and reject
                       -------------------
         any remaining offers made by Banks pursuant to such Section by giving
        the Administrative Agent notice to that effect.  The Company (either
     for itself or on behalf of a Borrowing Subsidiary) may not accept
    offers which, in the aggregate, exceed the requested Uncommitted
          Borrowing specified in the applicable Notice of Uncommitted Borrowing.
If two or more Banks bid at the same Uncommitted            

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       Borrowing Margin or fixed rate of interest, as the case may be, and
      the amount of accepted offers is less than the aggregate amount of
          such offers, the amount to be borrowed from such Banks as part of such
         Uncommitted Borrowing shall be allocated pro rata on the basis of the
                              --------
   maximum amount offered by each such Bank at such fixed rates or
     Uncommitted Borrowing Margins in connection with such Uncommitted
Borrowing.                                                  

  The Administrative Agent shall promptly notify the Banks of each notice it
   receives pursuant to this paragraph (iii). "Acceptance Deadline" means, (x)
                                   -------------------
   in the case of an Uncommitted Borrowing to be denominated in Dollars, 10:00
  A.M. (Chicago time) on the date of such proposed Uncommitted Borrowing and
(y) in the case of an Uncommitted Borrowing to be denominated in an     
   Alternative Currency, 4:00 P.M. (Chicago time) three Business Days prior to
the date of such proposed Uncommitted Borrowing.                        

  (iv)  If such Borrower accepts, or the Company accepts on such
Borrower's behalf, one or more of the offers made by any Bank or Banks
   pursuant to Section 2.03(a)(iii)(B) above, the Administrative Agent shall
-----------------------                       
  in turn promptly notify (A) each Bank that has made an offer pursuant to

  Section 2.03(a)(ii) of the date and aggregate amount of such Uncommitted
-------------------                                                   
    Borrowing and whether or not any offer or offers so made by such Bank have
been accepted by such Borrower, (B) each Bank that is to make an      
    Uncommitted Advance as a part of such Uncommitted Borrowing, of the amount
of each Uncommitted Advance to be made by such Bank as part of such   
 Uncommitted Borrowing, and (C) each Bank that is to make an Uncommitted
Advance as part of such Uncommitted Borrowing, upon receipt, that the 
   Administrative Agent has received forms of documents appearing to fulfill
   the applicable conditions set forth in Article III.  Each Bank that is to
                   -----------
  make an Uncommitted Advance as part of such Uncommitted Borrowing shall,
   before 1:00 P.M. (Chicago time) on the date of such Uncommitted Borrowing
    specified in the notice received from the Administrative Agent pursuant to
     clause (A) of the preceding sentence or any later time when such Bank shall
  have received notice from the Administrative Agent pursuant to subclause
   (C) of the preceding sentence, make available to the Administrative Agent
at the Administrative Agent's Domestic Lending Office, in federal or  
otherwise immediately available funds, such Bank's portion of such    
    Uncommitted Borrowing.  After the Administrative Agent receives such funds
and when the applicable conditions set forth in Article III have been 
                                     -----------
   fulfilled, the Administrative Agent will make such funds available to the
applicable Borrower at the Administrative Agent's aforesaid address.  
 Promptly after (x) each Uncommitted Borrowing, the Administrative Agent
   will notify each Bank of the amount and date of the Uncommitted Borrowing
 and the maturity date thereof and the Available Commitment of each Bank
     after giving effect to such Uncommitted Borrowing and (y) the prepayment of
any Uncommitted Borrowing by or on behalf of such Borrower, the       
   Administrative Agent will notify each Bank of the amount and date of each

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such prepayment and the Available Commitment of each Bank after giving
effect thereto.                                                       

     (b)  Each Uncommitted Borrowing shall be in an aggregate amount of not less
than $25,000,000 or an integral multiple of $1,000,000 in excess thereof, or if 
the requested currency for such Advance is not Dollars, the equivalent of such  
amount (determined in accordance with Section 2.16) or multiple in the requested
        ------------
Alternative Currency.                                                           

(c)  Within the limits and on the conditions set forth in this Section
                                                               -------
2.03, each Borrower may from time to time borrow under this Section 2.03, repay 
----                                                        ------------        
pursuant to subsection (d) below, and reborrow under this Section 2.03; provided
                                                          ------------  --------
that an Uncommitted Borrowing shall not be made within three Business Days of   
any other Uncommitted Borrowing.                                                

     (d)  Each Borrower shall repay to the Administrative Agent, for the account
of each Bank which has made an Uncommitted Advance to such Borrower, on the     
maturity date of each such Uncommitted Advance (such maturity date being that   
specified for repayment of such Uncommitted Advance in the related Notice of    
Uncommitted Borrowing delivered pursuant to Section 2.03(a)(i) above) the then  
                          ------------------
unpaid principal amount of such Uncommitted Advance.  A Borrower shall not have 
the right to prepay any principal amount of any Uncommitted Advance without the 
consent of the Bank making such Advance.                                        

 (e)  Each Borrower shall pay interest on the unpaid principal amount of
each Uncommitted Advance made to it, from the date of such Uncommitted Advance  
to the date the principal amount of such Uncommitted Advance is repaid in full, 
at the rate of interest for such Uncommitted Advance specified by the Bank      
making such Uncommitted Advance in its notice with respect thereto delivered    
pursuant to Section 2.03(a)(ii) above, payable on the interest payment date or  
-------------------                                     
dates specified for such Uncommitted Advance in the related Notice of           
Uncommitted Borrowing delivered pursuant to Section 2.03(a)(i) above.           
                          ------------------

   (f)  The Borrower of any Uncommitted Advance shall, promptly upon request
by the Bank making such Uncommitted Advance (either in the quote delivered by   
such Bank pursuant to Section 2.03(a)(ii) or by notice to the Administrative    
-------------------                 
Agent), execute and deliver to the Administrative Agent an Uncommitted Note     
payable to the order of such Bank in a principal amount equal to the principal  
amount of such Uncommitted Advance and otherwise on such terms as were agreed to
for such Uncommitted Advance in accordance with Section 2.03.                   
                            ------------

    SECTION 2.04.  Facility Fee and Utilization Fee.  (a) The Company and each
--------------------------------        
Borrowing Subsidiary jointly and severally agree to pay to the Administrative   
Agent, for the account of each Bank other than a Designated Bidder, a facility  
fee ("Facility Fee") on the average daily Commitment of such Bank from the date 
hereof until the Termination Date, payable in arrears on the first Business Day 
of each January, April, July and October during the term of such Bank's         
Commitment, commencing January 4, 1999, and on the Termination Date, at a rate  
per annum equal to the following percentage in effect from time to time:        

(i) 0.07% for each day Category 1 Status exists,            

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(ii)  0.08% for each day Category 2 Status exists,          

(iii) 0.10% for each day Category 3 Status exists,          

(iv)  0.15% for each day Category 4 Status exists, and      

(v)   0.25% for each day Category 5 Status exists.          

 (b)  To the extent, and for so long as, (i) the average daily aggregate
outstanding principal amount of Advances at any time exceeds one-half of the    
aggregate Commitments at such time, and (ii) Category 3 Status, Category 4      
---     
Status or Category 5 Status exists, the Company and each Borrowing Subsidiary,  
jointly and severally, agree to pay to each Bank other than a Designated Bidder 
a utilization fee (the "Utilization Fee") equal to 0.05% per annum of the       
aggregate principal amount of such Bank's Advances at such time.  The           
Utilization Fee shall be payable on each date the Facility Fee is payable.      

     (c)  Notwithstanding the foregoing, (i) any Facility Fee or Utilization Fee
accrued with respect to any Commitment of a Defaulting Bank during the period   
prior to the time such Bank became a Defaulting Bank and unpaid at such time    
shall not be payable by the Borrowers so long as such Bank shall be a Defaulting
Bank, except to the extent such Facility Fee or Utilization Fee was due and     
payable prior to such time, and (ii) no Facility Fee or Utilization Fee shall   
accrue on the Commitment of a Defaulting Bank so long as such Bank is a         
Defaulting Bank.                                                                

SECTION 2.05.  Reduction and Termination of the Commitments.  (a)  The
    --------------------------------------------
Company shall have the right, upon at least four (4) days' notice to the        
Administrative Agent to terminate in whole or reduce ratably in part the unused 
portions of the respective Commitments of the Banks, provided that the aggregate
                                  --------
amount of the Commitments of the Banks shall not be reduced to an amount which  
is less than the aggregate principal amount of the Uncommitted Advances then    
outstanding and provided, further, that each partial reduction shall be in an   
--------  -------                               
aggregate amount of $10,000,000 or any integral multiple of $1,000,000 in excess
thereof.                                                                        

(b)  Provided that no Event of Default shall have occurred and be     
continuing, the Company may at any time replace any Bank, in whole but not in   
part, by (i) giving such Bank and the Administrative Agent not less than ten    
(10) Business Days' prior notice thereof, which notice shall be irrevocable and 
effective only when received by such Bank and the Administrative Agent and shall
specify the effective date of such replacement, and (ii) effecting an assignment
of all of the Bank's Commitment and Advances in accordance with Section 9.07.   
                                                            ------------

SECTION 2.06.  Payment; Conversion and Continuation.  (a) On the      
------------------------------------    
Termination Date, the Borrowers shall repay, to the Administrative Agent for the
ratable account of the Banks, the entire unpaid principal amount of the Advances
made by each Bank.                                                              

(b)  Any Borrower may elect (x) to convert Base Rate Advances or any  
portion thereof to Eurocurrency Rate Advances, (y) to convert Eurocurrency Rate 
Advances or any portion thereof into Base Rate Advances, or (z) to continue any 
Eurocurrency Rate Advance or any portion thereof for an additional Interest     
Period; provided, however, that the                                             
--------  -------                                               

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aggregate amount of Base Rate Advances being converted into Eurocurrency Rate   
Advances or of Eurocurrency Rate Advances being continued shall, in the         
aggregate, equal $20,000,000 or an integral multiple of $1,000,000 in excess    
thereof. The applicable Interest Period for the continuation of any Eurocurrency
Rate Advance shall commence on the day on which the immediately-preceding       
Interest Period expires. Each conversion or continuation shall be allocated     
among the Committed Advances of each Bank in accordance with its Pro Rata Share 
of the amount so converted or continued. Each such election shall be in         
substantially the form of Exhibit F (a "Notice of Conversion or Continuation")  
---------                   
and shall be made by giving the Administrative Agent notice by 10:00 a.m.       
(Chicago time) on the date of such conversion or continuation, in the case of a 
conversion to a Base Rate Advance, giving the Administrative Agent at least     
three Business Days' prior written notice thereof in the event of a conversion  
to or continuation of a Eurocurrency Advance specifying, in each case (i)       
whether a conversion or continuation is to take place, (ii) what Advances are to
be converted or continued, and if converted, the Type of Advance to which it is 
to be converted, (iii) the amount of the conversion or continuation, (iv) the   
Interest Period therefor and (v) in the case of a conversion, the date of       
conversion (which date shall be a Business Day). The Administrative Agent shall 
promptly notify each Bank of its receipt of a Notice of Conversion or           
Continuation by sending such Bank a copy thereof. If, within the time period    
required under the terms of this Section 2.06(b), the Administrative Agent does 
 ---------------
not receive a Notice of Conversion or Continuation from the applicable Borrower 
containing an election to continue or convert any Advances for an additional    
Interest Period, then, upon the expiration of the Interest Period therefor, such
Advances will be automatically converted to Base Rate Advances.                 

 SECTION 2.07.  Interest on Committed Advances.  Each Borrower shall pay
-------------------------------         
interest on the unpaid principal amount of each Committed Advance made by each  
Bank to it from the date of such Committed Advance until such principal amount  
shall be paid in full, at the following rates per annum:                        

     (a)  Base Rate Advances.  During such period as such Committed Advance is a
------------------                                          
Base Rate Advance, a rate per annum equal at all times to the Base Rate in      
effect from time to time, payable quarterly in arrears on the first Business Day
of each January, April, July and October, commencing January 4, 1999, and on the
Termination Date. The Administrative Agent shall give notice to the Company and 
the applicable Borrower (if other than the Company) and each Bank of any change 
in the Base Rate promptly after such change occurs, but the Administrative      
Agent's failure to give such notice shall not affect the obligation of the      
Company or such Borrower to pay interest at such rate when it becomes due and   
payable.                                                                        

(b)  Eurocurrency Rate Advances.  During such period as such Committed
--------------------------                                  
Advance is a Eurocurrency Rate Advance, a rate per annum equal at all times     
during each Interest Period for such Committed Advance to the sum of the        
Eurocurrency Rate for such Interest Period plus the Applicable Margin, payable  
on the last day of such Interest Period and, if such Interest Period has a      
duration of more than three months, on each day which occurs during such        
Interest Period every three months from the first day of such Interest Period   
and on the date such Eurocurrency Rate Advance shall be converted or paid in    
full.                                                                           

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  (c)  Default Interest.  Notwithstanding the foregoing provisions of this
----------------                                            
Section 2.07, any amount of principal and fees and, to the extent permitted by  
------------                                                                    
law, interest, that is not paid when due (whether at stated maturity, by        
acceleration or otherwise) shall bear interest, from the date on which such     
amount is due until such amount is paid in full, payable in arrears on the date 
such amount shall be paid in full and on demand, at a rate per annum equal at   
all times to 1% per annum above (i) in the case of principal, the rate of       
interest otherwise thereto from time to time in accordance with the terms       
hereof, and (ii) in the case of interest and fees, the Base Rate in effect from 
time to time.                                                                   

 SECTION 2.08.  Additional Interest on Eurocurrency Rate Advances.  Each
         -------------------------------------------------
Borrower shall pay to each Bank other than Designated Bidders, so long as and to
the extent such Bank shall be required under regulations of the Board of        
Governors of the Federal Reserve System (or any similar authority outside the   
United States, in the case of Committed Advances in Alternative Currencies) to  
maintain reserves with respect to liabilities or assets consisting of or        
including Eurocurrency Liabilities (or any other category of liabilities that   
includes deposits by reference to which the interest rate on Eurocurrency Rate  
Advances in the applicable Alternative Currency is determined) and such Bank's  
performance under this Agreement (and other like agreements) shall have given   
rise to additional reserve requirements for such Bank thereunder, additional    
interest on the unpaid principal amount of each Committed Advance constituting a
Eurocurrency Rate Advance of such Bank made to such Borrower, from the date of  
such Committed Advance until such principal amount is paid in full, at an       
interest rate per annum equal at all times to the remainder obtained by         
subtracting (i) the Eurocurrency Rate for the applicable Interest Period for    
such Committed Advance from (ii) the rate obtained by dividing such Eurocurrency
Rate by a percentage equal to 100% minus the Eurocurrency Rate Reserve          
Percentage of such Bank for such Interest Period, payable on each date on which 
interest is payable on such Committed Advance.  Such Bank shall, not later than 
the last day of the applicable Interest Period, provide notice to the           
Administrative Agent, the Company and, if other than the Company, the applicable
Borrower of any such additional interest arising in connection with such        
Committed Advance.  Such additional interest so notified on a timely basis by   
any Bank shall be payable to the Administrative Agent for the account of such   
Bank on the dates specified for payment of interest for such Committed Advance  
in Section 2.07.                                                                
------------                                                              

SECTION 2.09.  Interest Rate Determination.  (a)  Reserved.           
---------------------------             

   (b)  The Administrative Agent shall give prompt notice to the Company and
the applicable Borrower (if other than the Company) and each of the Banks (other
than the Designated Bidders) of the applicable interest rate determined by the  
Administrative Agent for purposes of Section 2.07(a) or (b).                    
                ---------------    ---

(c)  On the date on which the aggregate unpaid principal amount of    
Eurocurrency Rate Advances comprising any Committed Borrowing shall be reduced, 
by payment, prepayment or otherwise, to less than $20,000,000, such Advances    
shall automatically convert into Base Rate Advances and such conversion shall be
subject to Section 2.11.                                                        
------------                                              

 SECTION 2.10.  Prepayments.  A Borrower may prepay, on any Business Day
-----------                             
following notice by 11:00 a.m. (Chicago time) on such Business Day to the       
Administrative Agent (in the case of Base Rate Advances) and on three Business  
Days' prior notice to the                                                       

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Administrative Agent (in the case of Eurocurrency Rate Advances), each Committed
Borrowing made to such Borrower, in whole or in part. Such notice shall include 
the proposed date and aggregate principal amount of such prepayment, and if such
notice is given, such Borrower shall prepay such principal amount, together with
accrued interest to the date of such prepayment on the principal amount prepaid.
Any amounts payable, if any, pursuant to Section 2.11 hereof in connection with 
              ------------
any prepayment shall be paid on the date of such prepayment; provided, however, 
                                                           --------  -------
that each partial prepayment shall be in an aggregate principal amount of not   
less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof.  
Subject to Sections 2.12 and 2.13, each prepayment of a Committed Borrowing     
-------------     ----                                    
shall be made to each Bank in accordance with such Bank's Pro Rata Share        
thereof. The Company shall, on the first Business Day of each January, April,   
July and October, if the aggregate outstanding principal Dollar Amount of all   
Advances, calculated by the Administrative Agent on the seventh Business Day    
prior to such payment date and reported to the Company by the fifth Business Day
prior to such payment date, exceeds (as the result of fluctuations in applicable
foreign exchange rates or otherwise) 105% of the then aggregate amount of the   
Banks' Commitments (calculated as aforesaid), prepay a Committed Borrowing or   
Borrowings (in whole or in part, and in any case as selected by the Company) in 
an aggregate Dollar Amount (calculated as aforesaid, and rounded upward, if     
necessary, to the nearest $1,000,000) equal to the excess of:                   

       (i)  the aggregate principal Dollar Amount (calculated as
aforesaid) of Advances outstanding, over                    

      (ii) the then aggregate amount of the Banks' Commitments
(calculated as aforesaid).                                  

Each prepayment of any Committed Borrowing (in whole or in part) made pursuant  
to this Section 2.10 shall be without premium or penalty, but shall be subject  
------------                                                    
to the provisions of Section 2.11.  Any mandatory prepayment of a Committed     
------------                          
Borrowing shall be made to the Administrative Agent for the account of each Bank
based on such Bank's Pro Rata Share of such Committed Borrowing and shall       
include accrued and unpaid interest on the principal amount prepaid and all     
amounts owing under Section 2.11.                                               
------------                            

 SECTION 2.11.  Funding Indemnification.  If any payment of principal of
-----------------------                 
any Advance (other than a Base Rate Advance) is made other than on the last day 
of an Interest Period for such Advance, as a result of acceleration of the      
maturity of the Advances pursuant to Section 6.01 or for any other reason, or if
      ------------
any Eurocurrency Rate Advance is converted to a Base Rate Advance pursuant to   
Section 2.13(b) on any day other than the last day of an Interest Period for    
---------------                                                                 
such Eurocurrency Rate Advance, the applicable Borrower shall, upon demand by   
any Bank (with a copy of such demand to the Administrative Agent), pay to the   
Administrative Agent for the account of such Bank any amounts required to       
compensate such Bank for any additional losses, costs or expenses which it may  
reasonably incur as a result of such payment or conversion, including without   
limitation any loss (excluding loss of anticipated profits), cost or expense    
reasonably incurred as a result of the liquidation or re-employment of deposits 
or other funds acquired by such Bank to fund or maintain such Advance.          

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 SECTION 2.12.  Increased Costs and Reduced Return.  (a)  Subject to the
----------------------------------      
limitation in Section 2.03(a)(ii), if, due to either (i) the introduction of or 
-------------------                                 
any change (other than any change by way of imposition or increase of reserve   
requirements, in the case of Eurocurrency Rate Advances, included in the        
Eurocurrency Rate Reserve Percentage), after the date hereof, in or in the      
interpretation of any law or regulation or (ii) the compliance with any         
guideline or request from any central bank or other governmental authority      
(whether or not having the force of law) issued after the date hereof, there    
shall be any increase in the cost to any Bank of agreeing to make, making,      
funding or maintaining Eurocurrency Rate Advances, by an amount reasonably      
deemed by such Bank to be material, then from time to time, within ten days     
after demand by such Bank (with a copy of such demand to the Administrative     
Agent), such Borrower shall pay to the Administrative Agent for the account of  
such Bank additional amounts sufficient to compensate such Bank for such        
increased cost; provided that no Borrower shall be obligated to pay any such    
--------                                        
amount to the extent such amount results from a change, guideline or request    
which took effect more than 90 days prior to the date of such demand.           

  (b)  Subject to the limitation in Section 2.03(a)(ii), if any Bank shall
                 -------------------
have determined that the adoption, after the date hereof, of any applicable law,
rule or regulation regarding capital adequacy, or any change therein, or any    
change in the interpretation or administration thereof by any governmental      
authority, central bank or comparable agency charged with the interpretation or 
administration thereof, or compliance by any Bank (or its Applicable Lending    
Office) with any request or directive issued after the date hereof regarding    
capital adequacy (whether or not having the force of law) of any such authority,
central bank or comparable agency, has or would have the effect of reducing the 
rate of return on such Bank's capital as a consequence of its obligations       
hereunder to a level below that which such Bank could have achieved but for such
adoption, change or compliance by an amount reasonably deemed by such Bank to be
material, then from time to time, within ten days after demand by such Bank     
(with a copy of such demand to the Administrative Agent), the Company shall pay 
to the Administrative Agent for the account of such Bank such additional amount 
or amounts as will compensate such Bank, in light of such circumstances, to the 
extent such Bank reasonably determines such reduction to be allocable to the    
existence of such Bank's Commitment; provided that no Borrower shall be         
  --------
obligated to pay any such amount to the extent such amount results from an      
adoption, change, request or directive which took effect or was issued more than
90 days prior to the date of such demand.                                       

(c)  Each Bank will promptly notify the Administrative Agent and the  
Company of any event of which it has knowledge, occurring after the date hereof,
which would entitle such Bank to compensation pursuant to this Section 2.12.  A 
                                                          ------------
certificate of any Bank claiming compensation under this Section and setting    
forth the additional amount or amounts to be paid to it hereunder shall create a
rebuttable presumption as to the correctness of such additional amount or       
amounts.  Each Bank agrees not to request any payment under this Section 2.12   
                                                              ------------
unless similar requests are then generally being made by such Bank of other     
borrowers similarly situated, and to use a reasonable basis for calculating     
amounts allocable to its Commitment hereunder.                                  

SECTION 2.13.  Illegality.  (a)  If any Bank shall determine (which   
----------                              
determination shall be rebuttably presumed correct as to all parties) at any    
time that the making or                                                         

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continuance of its Eurocurrency Rate Advances has become unlawful because of the
introduction of or any change in or in the interpretation of any law or         
regulation or because of the assertion of unlawfulness by any central bank or   
other governmental authority, then, in any such event, such Bank shall give     
prompt notice (by telephone confirmed in writing) to the Administrative Agent of
such determination (which notice the Administrative Agent shall promptly        
transmit to each Borrower and the other Banks).                                 

     (b)  Upon the giving of the notice to the Company referred to in subsection
(a) above, if the affected Advances are then outstanding, each Borrower shall,  
upon at least one Business Day's written notice to the Administrative Agent and 
the affected Bank, or if permitted by applicable law no later than the date     
permitted thereby, in such Borrower's sole discretion, either (i) prepay the    
principal amount of all outstanding Advances of such Bank to which such notice  
relates, together with accrued interest thereon to the date of payment, or (ii) 
convert each such Advance into a Base Rate Advance denominated in Dollars and,  
in each case, be obligated to reimburse the Banks in respect thereof pursuant to
Section 2.11 hereof.  If more than one Bank gives notice pursuant to Section    
------------                                                         -------    
2.13(a) at any time, then all outstanding Advances of the affected Type or      
-------                                                                         
currency of such Banks must be treated in the same manner by the Borrowers      
pursuant to this subsection 2.13(b) and the Banks' obligations to make, convert 
------------------                            
or continue Eurocurrency Rate Advances shall be suspended until the             
Administrative Agent notifies the Borrowers that the circumstances causing such 
suspension no longer exist.                                                     

SECTION 2.14.  Payments and Computations.  (a)  The Company and each  
---------------------------             
Borrowing Subsidiary shall make each payment hereunder and under the Notes      
without set-off, counterclaim or other deduction by causing a wire transfer of  
immediately-available funds to be initiated to the Administrative Agent in an   
amount equal to such payment not later than 12:00 noon (Chicago time) on the day
when due from the Company or such Borrowing Subsidiary.  The Administrative     
Agent will promptly thereafter cause to be distributed like funds relating to   
the payment of principal or interest or fees ratably (other than amounts payable
pursuant to Sections 2.03, 2.05(b), 2.08, 2.11, 2.12, 2.15, 2.19 or 2.20) to the
    -------------  -------  ----  ----  ----  ----  ----    ----
Banks for the account of their respective Applicable Lending Offices, and like  
funds relating to the payment of any other amount payable to any Bank to such   
Bank for the account of its Applicable Lending Office, in each case to be       
applied in accordance with the terms of this Agreement.  All such payments shall
be made in Dollars, except that payments of principal of and interest on        
Borrowings in an Alternative Currency shall be made in such Alternative Currency
or, where such Alternative Currency has converted to the Euro, in the Euro;     
provided that if the applicable Borrower fails to make any payment of principal 
or interest with respect to any Borrowing in an Alternative Currency (including 
the Euro) on the due date thereof because such Alternative Currency has ceased  
to be freely transferable and convertible into Dollars in the international     
currency and exchange markets, such failure shall not constitute an Event of    
Default or an event which would constitute an Event of Default but for the      
requirement that notice be given or time elapse or both, if such Borrower pays  
the equivalent in Dollars of such payment on the due date thereof.  In addition 
to any such Dollar payment, such Borrower agrees to pay to each affected Bank an
indemnity payment within five Business Days after such Borrower shall have      
received a certificate from such Bank setting forth in reasonable detail the    
amount of any loss, cost, damage or expense suffered by such Bank as a          
consequence of such inability to make any such payment                          

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in such Alternative Currency on the due date thereof. Each Bank agrees to use   
reasonable efforts to avoid or minimize all such loss, cost, damage or expense. 

(b)  All computations of interest based on the Base Rate, or the      
Eurocurrency Rate applicable to Borrowings denominated in Sterling, shall be    
made by the Administrative Agent on the basis of a year of 365 or 366 days, as  
the case may be, and all computations of interest based on the Eurocurrency Rate
(as to all other currencies) or the Federal Funds Rate, all computations of     
interest pursuant to Section 2.08 and all computations of the Facility Fee and  
------------                          
the Utilization Fee shall be made by the Administrative Agent on the basis of a 
year of 360 days, in each case for the actual number of days (including the     
first day but excluding the last day) occurring in the period for which such    
interest or fees are payable.  Each determination by the Administrative Agent   
(or, in the case of Section 2.08, by a Bank) of an interest rate or fee owing   
------------                            
hereunder shall create a rebuttable presumption as to the correctness of such   
determination.                                                                  

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

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

SECTION 2.15.  Sharing of Payments, Etc.  If any Bank shall obtain any
------------------------                
payment (whether voluntary, involuntary, through the exercise of any right of   
set-off, or otherwise) on account of the Committed Advances made by it (other   
than pursuant to Sections 2.08, 2.11, 2.12, 2.13(b), 2.19 or 2.20) in excess of 
  -------------  ----  ----  -------  ----    ----
its ratable share of payments on account of the Committed Advances obtained by  
all the Banks, such Bank shall forthwith purchase from the other Banks such     
participations in the Committed Advances made by them as shall be necessary to  
cause such purchasing Bank to share the excess payment ratably with each of     
them, provided, however, that if all or any portion of such excess payment is   
--------  -------                                                   
thereafter recovered from such purchasing Bank, such purchase from each Bank    
shall be rescinded and such Bank shall repay to the purchasing Bank the purchase
price to the extent of such recovery together with an amount equal to such      
Bank's ratable share (according to the proportion of (i) the amount of such     
Bank's required repayment to (ii) the total amount so recovered from the        
purchasing Bank) of any interest or other amount paid or payable by the         

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purchasing Bank in respect of the total amount so recovered.  Each Borrower     
agrees that any Bank so purchasing a participation from another Bank with       
respect to Advances made to such Borrower pursuant to this Section 2.15 may, to 
                                                  ------------
the fullest extent permitted by law, exercise all its rights of payment         
(including the right of set-off) with respect to such participation as fully as 
if such Bank were the direct creditor of such Borrower in the amount of such    
participation.                                                                  

 SECTION 2.16.  Currency Equivalents.  (a)  For purposes of this Article
                ---------------------                            -------
II, (i) the equivalent in Dollars of any Alternative Currency shall be          
--                                                                              
determined by using the arithmetical mean of the buy and sell spot rates at     
which First Chicago's principal office in London exchanges Dollars for such     
Alternative Currency in the interbank market in London at 11:00 A.M. (London    
time) two Business Days prior to the date on which such equivalent is to be     
determined, (ii) the equivalent in any Alternative Currency of any other        
Alternative Currency shall be determined by using the arithmetical mean of the  
buy and sell spot rates at which First Chicago's principal office in London     
exchanges such Alternative Currency for the equivalent in such other Alternative
Currency in London at 11:00 A.M. (London time) two Business Days prior to the   
date on which such equivalent is to be determined, and (iii) the equivalent in  
any Alternative Currency of Dollars shall be determined by using the            
arithmetical mean of the buy and sell spot rates at which First Chicago's       
principal office in London exchanges such Alternative Currency for Dollars in   
London at 11:00 A.M. (London time) two Business Days prior to the date on which 
such equivalent is to be determined.  The equivalent in Dollars of each         
Eurocurrency Rate Advance made in an Alternative Currency shall be recalculated 
hereunder on each day that it is necessary to determine the unused portion of   
each Bank's Commitment, or any or all of the Advances on such date.             

   (b)  If for the purpose of obtaining a judgment in any court with respect
to any obligation of a Borrower hereunder, it shall become necessary for the    
Administrative Agent or any Bank entitled to receive payments hereunder to      
convert any amount into a currency other than the currency denominated hereunder
for such obligation, then such conversion shall be made on the basis of rates   
(the "Exchange Rates") determined in the manner described in subsection (a)     
above (or, if the applicable currency to be converted is not at the time of     
conversion available in the interbank market in London, then in such other      
interbank market as the Administrative Agent shall determine to have adequate   
availability of such currency) and the date with respect to which such an       
equivalent is to be determined shall be the first Business Day preceding the    
date on which final judgment is entered.  If pursuant to any such judgment      
conversion is to be made with respect to a date other than the date referred to 
above, and there shall occur a change between the Exchange Rates in effect on   
such date and the Exchange Rates in effect on the date of payment, (i) the      
applicable Borrower agrees to pay such additional amounts (if any) as may be    
necessary to ensure that the amount paid is the amount in such other currency   
which, when converted at the Exchange Rates as in effect on the date of payment 
or distribution, is the amount then due hereunder in the relevant currency and  
(ii) such Borrower shall not be required to pay any amount in excess of the     
amount determined to be payable in connection with such obligation, calculated  
on the basis of the Exchange Rates in effect on the first Business Day preceding
the date on which final judgment is entered.  Any amount due from a Borrower    
under this subsection (b) shall be due as a separate debt and is not to be      
affected by or merged into any judgment being obtained for any other sums due   
hereunder.                                                                      

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SECTION 2.17.  Borrowing Subsidiaries.  The Company may at any time or
----------------------                  
from time to time add as a party to this Agreement any Subsidiary of the Company
to be a "Borrowing Subsidiary" hereunder by causing such Subsidiary to execute  
and deliver a duly completed Assumption Letter to the Administrative Agent, with
the written consent of the Company at the foot thereof.  Upon such execution,   
delivery and consent such Subsidiary shall for all purposes be a party hereto as
a Borrowing Subsidiary as fully as if it had executed and delivered this        
Agreement.  So long as the principal of and interest on all Advances made to any
Borrowing Subsidiary under this Agreement shall have been paid in full and all  
other obligations of such Borrowing Subsidiary shall have been fully performed, 
such Borrowing Subsidiary may, by not less than five Business Days' prior notice
to the Administrative Agent (which shall promptly notify the Banks thereof),    
terminate its status as a "Borrowing Subsidiary."                               

SECTION 2.18.  Reserved.                                              
--------                                

     SECTION 2.19.  Taxes.  (a)  Any and all payments by a Borrower hereunder or
-----                                   
under the Notes shall be made in accordance with Section 2.14, free and clear of
                              ------------
and without deduction for any and all present or future taxes, levies, imposts, 
deductions, charges or withholdings, and all liabilities with respect thereto,  
excluding, in the case of each Bank and the Administrative Agent, taxes imposed 
---------                                                                       
on its income, and franchise taxes imposed on it, by the jurisdiction under the 
laws of which such Bank or the Administrative Agent is organized or any         
political subdivision thereof and taxes imposed on its income, and franchise    
taxes imposed on it, by the jurisdiction of such Bank's Applicable Lending      
Office or any political subdivision thereof (all such non-excluded taxes,       
levies, imposts, deductions, charges, withholdings and liabilities being        
hereinafter referred to as "Taxes").  If any Borrower shall be required by law  
to deduct any Taxes from or in respect of any sum payable hereunder or under any
Note to any Bank or the Administrative Agent, (i) the sum payable shall be      
increased as may be necessary so that after making all required deductions      
(including deductions applicable to additional sums payable under this Section  
                                                                     -------
2.19) such Bank or the Administrative Agent (as the case may be) receives an    
----                                                                            
amount equal to the sum it would have received had no deductions been made, (ii)
such Borrower shall make such deductions and (iii) such Borrower shall pay the  
full amount deducted to the relevant taxation authority or other authority in   
accordance with applicable law.                                                 

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

  (c)  Each Borrower will indemnify each Bank and the Administrative Agent
for the full amount of Taxes or Other Taxes (including, without limitation, any 
Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this  
Section 2.19) paid by such Bank or the Administrative Agent and any liability   
------------                                                                    
(including penalties, interest and expenses) arising therefrom or with respect  
thereto, whether or not such Taxes or Other Taxes were correctly or legally     
asserted; provided, that the Borrowers shall have no obligation under this      
--------                                                    
subsection (c) to indemnify any Bank or the Administrative Agent if a Borrower  
shall have performed its obligations under subsection (a) and (b), thereby      

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providing such Bank or the Administrative Agent (as the case may be) the        
wherewithal to make payment, or demonstrate that payment has been made, of any  
such Taxes or Other Taxes, and such Bank or the Administrative Agent (as the    
case may be) shall not have effected such payment or made such demonstration of 
payment on a timely basis to the relevant taxing authorities. This              
indemnification shall be made to the Administrative Agent for the account of    
such Bank or the Administrative Agent (as the case may be) within 30 days from  
the date such Bank or the Administrative Agent makes written demand therefor    
(with a copy, in the case of a demand by a Bank, of such demand to the          
Administrative Agent).                                                          

(d)  Notwithstanding the foregoing, unless, prior to the date of the  
initial Committed Borrowing (in the case of a Bank listed on Schedule I hereto),
                                                    ----------
and prior to the effective date of the Assignment and Acceptance by which it    
became a Bank (in the case of bank that became a Bank pursuant to such          
Assignment and Acceptance), and in each case from time to time thereafter, if   
requested by any Borrower,                                                      

         (i)  each Bank organized under the laws of a jurisdiction outside the
    United States shall have provided the Company with the forms prescribed by
 the Internal Revenue Service of the United States certifying as to such
Bank's status for purposes of determining exemption from United States
withholding taxes with respect to all payments to be made to such Bank
hereunder or other documents satisfactory to the Company which shall  
indicate that all payments to be made to such Bank hereunder are not  
    subject to United States withholding tax or are subject to such taxes at a
   rate reduced to zero by an applicable tax treaty, neither the Company nor
 any other Borrower shall have any obligation under the last sentence of
    Section 2.19(a) to make any payments to or for the benefit of such Bank in
---------------                                                       
excess of the amounts otherwise payable under this Agreement, and     

         (ii) each Bank organized under the laws of a jurisdiction outside the
jurisdiction where any Borrowing Subsidiary is incorporated shall have
    taken all steps prescribed by the applicable governmental authority in the
   jurisdiction where such Borrowing Subsidiary is located so that such Bank
     is exempt from applicable withholding taxes with respect to all payments to
   be made to such Bank hereunder or so that all payments to be made to such
Bank hereunder are not subject to applicable withholding taxes or are 
subject to such taxes at a rate reduced to zero by an applicable tax  
treaty, neither the Company nor any other Borrower shall have any     
    obligation under the last sentence of Section 2.19(a) to make any payments
                     ---------------
to or for the benefit of such Bank in excess of the amounts otherwise 
payable under this Agreement; provided, however, that the applicable  
       --------  -------
   Borrower shall make the payments required by the last sentence of Section
                                                                     -------
  2.19(a) if the obligation to withhold arises from a change in applicable
-------                                                               
     law after the date hereof (or, with respect to payments to a new Applicable
 Lending Office designated pursuant to Section 2.21, after the date such
                  ------------
Bank designates such new Applicable Lending Office).                  

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Unless the applicable Borrower has received forms or other documents, including 
Form 1001, Form 4224 or any other applicable tax forms from the United States or
any other applicable jurisdiction, such forms to be satisfactory to the Company,
indicating that payments hereunder are not subject to any withholding tax or are
subject to such tax at a rate reduced to zero by an applicable tax treaty, the  
applicable Borrower shall withhold taxes from such payments at the applicable   
statutory rate in the case of payments to or for any Bank organized under the   
laws of a jurisdiction outside the United States (or in the case of a Borrowing 
Subsidiary incorporated outside the United States, any Bank organized under the 
laws outside of the jurisdiction where such Borrowing Subsidiary is             
incorporated).  Should a Bank become subject to Taxes because of its failure or 
inability to deliver a form required hereunder, the Company shall take such     
steps not requiring the expenditure of money as the Bank shall reasonably       
request to assist the Bank to recover such Taxes.                               

     SECTION 2.20.  Defaulting Banks.  (a)  If at any time (i) any Bank shall be
----------------                        
a Defaulting Bank, (ii) such Defaulting Bank shall owe a Defaulted Advance to   
the Borrower and (iii) the Borrower shall be required to make any payment       
hereunder or under any Note to or for the account of such Defaulting Bank, then 
the Borrower may, so long as no Event of Default shall have occurred and be     
continuing at such time and to the fullest extent permitted by applicable law,  
set off and otherwise apply the amount owed by the Borrower to or for the       
account of such Defaulting Bank against the obligation of such Defaulting Bank  
to make such Defaulted Advance.  If the Borrower shall so set off and otherwise 
apply the amount owed by the Borrower to or for the account of such Defaulting  
Bank against the obligation of such Defaulting Bank to make any such Defaulted  
Advance on any date, the amount so set off and otherwise applied by the Borrower
shall constitute for all purposes of this Agreement and the Notes an Advance by 
such Defaulting Bank made on the date of such setoff.  Such Advance shall be a  
Base Rate Advance and shall be considered, for all purposes of this Agreement,  
to comprise part of the Borrowing in connection with which such Defaulted       
Advance was originally required to have been made pursuant to Section 2.01 or   
                                                        ------------
Section 2.03(a), as the case may be, even if the other Advances comprising such 
---------------                                                                 
Borrowing shall be Eurocurrency Rate Advances on the date such Advance is deemed
to be made pursuant to this Section 2.20(a).  The Borrower shall notify the     
---------------         
Administrative Agent at any time the Borrower makes a setoff under this Section 
                                                                       -------
2.20(a) and shall specify in such notice (A) the name of the Defaulting Bank and
-------                                                                         
the Defaulted Advance required to be made by such Defaulting Bank and (B) the   
amount set off and otherwise applied in respect of such Defaulted Advance       
pursuant to this Section 2.20(a).  Any part of such payment otherwise required  
---------------                               
to be made by the Borrower to or for the account of such Defaulting Bank that is
paid by the Borrower, after giving effect to the amount set off and otherwise   
applied by the Borrower pursuant to this Section 2.20(a), shall be applied by   
                 ---------------
the Administrative Agent as specified in Section 2.20(b) or 2.20(c).            
                            ---------------    -------

(b)  If at any time (i) any Bank shall be a Defaulting Bank, (ii) such
Defaulting Bank shall owe a Defaulted Amount to the Administrative Agent or any 
of the other Banks and (iii) the Borrower shall make any payment hereunder or   
under any Note to the Administrative Agent for the account of such Defaulting   
Bank, then the Administrative Agent may, on its behalf or on behalf of such     
other Banks and to the fullest extent permitted by applicable law, apply at such
time the amount so paid by the Borrower to or for the account of such Defaulting
Bank to the payment of each such Defaulted Amount to the extent required to pay 
such Defaulted Amount.  If the Administrative Agent shall so apply              

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any such amount to the payment of any such Defaulted Amount on any date, the    
amount so applied by the Administrative Agent shall constitute for all purposes 
of this Agreement and the Notes payment to such extent of such Defaulted Amount 
on such date. Any such amount so applied by the Administrative Agent shall be   
retained by the Administrative Agent or distributed by the Administrative Agent 
to such other Banks, ratably in accordance with their respective portions of    
such Defaulted Amounts payable at such time to the Administrative Agent and such
other Banks and, if the amount of such payment made by the Borrower shall at any
time be insufficient to pay all Defaulted Amounts owing at such time to the     
Administrative Agent and the other Banks, in the following order of priority:   

     (A)  first, to the Administrative Agent for any Defaulted Amounts
-----                                             
     owing to the Administrative Agent (solely in its capacity as Administrative
Agent) at such time; and                                              

          (B)  second, to the other Banks for any Defaulted Amounts owing to the
------                                            
  other Banks (solely in their capacity as Banks) at such time, ratably in
    accordance with such respective Defaulted Amounts owing to each other Bank
(solely in its capacity as a Bank) at such time.                      

Any part of such payment made by the Borrower for the account of such Defaulting
Bank remaining, after giving effect to the amount applied by the Administrative 
Agent pursuant to this Section 2.20(b), shall be applied by the Administrative  
---------------                   
Agent as specified in Section 2.20(c).                                          
---------------                     

 (c)  If at any time, (i) any Bank shall be a Defaulting Bank, (ii) such
Defaulting Bank shall not owe a Defaulted Advance or a Defaulted Amount and     
(iii) the Borrower, the Administrative Agent or any other Bank shall be required
to pay or to distribute any amount hereunder or under any Note to or for the    
account of such Defaulting Bank, then the Borrower or such other Bank shall pay 
such amount to the Administrative Agent to be held by the Administrative Agent, 
to the fullest extent permitted by applicable law, in escrow or the             
Administrative Agent shall, to the fullest extent permitted by applicable law,  
hold in escrow such amount otherwise held by it.  Any funds held by the         
Administrative Agent in escrow under this Section 2.20(c) shall be deposited by 
                   ---------------
the Administrative Agent in an account with First Chicago, in the name and under
the control of the Administrative Agent, but subject to the provisions of this  
Section 2.20(c).  The terms applicable to such account, including the rate of   
---------------                                                                 
interest payable with respect to the credit balance of such account from time to
time, shall be First Chicago's standard terms applicable to escrow accounts     
maintained with it.  Any interest credited to such account from time to time    
shall be held by the Administrative Agent in escrow under, and applied by the   
Administrative Agent from time to time in accordance with the provisions of,    
this Section 2.20(c).  The Administrative Agent shall, to the fullest extent    
---------------                                                       
permitted by applicable law, apply all funds so held in escrow from time to time
to the extent necessary to make any Advances required to be made by such        
Defaulting Bank and to pay any amount payable by such Defaulting Bank hereunder 
to the Administrative Agent or any other Bank, as and when such Advances or such
amounts are required to be made or paid and, if the amount so held in escrow    
shall any time be insufficient to make and pay all such Advances and all such   
amounts required to be made or paid at such time, in the following order of     
priority:                                                                       

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   (A)  first, to the Administrative Agent for any amounts due and
-----                                             
payable by such Defaulting Bank to the Administrative Agent hereunder 
(solely in its capacity as Administrative Agent) at such time;        

      (B)  second, to the other Banks for any amounts due and payable by
------                                            
     such Defaulting Bank to the other Banks hereunder (solely in their capacity
    as Banks) at such time, ratably in accordance with such respective amounts
     due and payable to each other Bank (solely in its capacity as Bank) at such
time; and                                                             

       (C)  third, to the Borrower for any Advances required to be made by
-----                                             
    such Defaulting Bank pursuant to the Commitment of such Defaulting Bank at
such time.                                                            

    If such Defaulting Bank shall, at any time, cease to be a Defaulting Bank,
any funds held by the Administrative Agent in escrow at such time with respect  
to such Defaulting Bank shall be distributed by the Administrative Agent to such
Defaulting Bank and applied by such Defaulting Bank to the amounts owing to such
Defaulting Bank at such time under this Agreement in accordance with the terms  
of this Agreement.                                                              

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

SECTION 2.21.  Mitigation.  Any Bank claiming any additional amounts  
----------                              
payable pursuant to Sections 2.12 or 2.19 or subject to Section 2.13 shall use  
        -------------    ----               ------------
its reasonable efforts (consistent with its internal policy and legal and       
regulatory restrictions) to change the jurisdiction of its Applicable Lending   
Office if the making of such a change would avoid the need for, or reduce the   
amount of, any such additional amounts which may thereafter accrue under        
Sections 2.12 or 2.19 or would avoid the unavailability of Eurocurrency Rate    
-------------    ----                                                           
Advances under Section 2.13 and would not, in any such case, in the judgment of 
------------                                      
such Bank, be otherwise disadvantageous to such Bank.                           

   SECTION 2.22.  European Economic and Monetary Union.  (a)  Advances After
                  ------------------------------------        --------------
the Euro Implementation Date.  If any Advance made (or to be made) on or after  
----------------------------                                                    
the Euro Implementation Date is capable of being made in either the Euro or in a
National Currency Unit, then the Company shall, by notice to the Administrative 
Agent, select whether such Advance shall be made in the Euro or in such National
Currency Unit.                                                                  

    (b)  Rounding and Other Consequential Changes.  With effect from and after
----------------------------------------                    
the Euro Implementation Date, without prejudice to any method of conversion or  
rounding prescribed by any legislative measures of the Council of the European  
Union, each reference in this Agreement to a fixed amount or to fixed amounts in
a National Currency Unit to be paid to or by the Administrative Agent shall,    
notwithstanding any other provision of this Agreement and to the extent the Euro
has replaced such National Currency Unit, be replaced by a reference to such    
comparable and convenient fixed amount or fixed amounts of the Euro as the      
Administrative Agent may from time to time reasonably specify.                  

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SECTION 2.23.  Extension of Termination Date.  (a) The Company may, by
-----------------------------           
written notice to the Administrative Agent (each such notice being an "Extension
Request") given no more than 59 days nor less than 30 days prior to each        
anniversary date of this Agreement, extend the then applicable Termination Date 
to a date one year after the then- applicable Termination Date; provided,       
however, that such extension shall be effective only with respect to a Bank     
which, by a written notice (a "Continuation Notice") to the Company and the     
Administrative Agent given no more than 30 days and no less than 15 days before 
such anniversary date, consents to such extension (each Bank giving a           
Continuation Notice thereafter being referred to as a "Continuing Bank" and each
Bank other than a Continuing Bank being a "Non-Extending Bank"); provided       
further, however, that such extension shall be effective only if the aggregate  
Commitments of the Continuing Banks are not less than 51% of the aggregate      
Commitments in effect at the date the Company gives the applicable Extension    
Request. Within five Business Days after the Administrative Agent receives an   
Extension Request it shall notify each Bank thereof. If any Bank fails to notify
the Administrative Agent in writing of its consent to, or refusal of, any such  
Extension Request at least 15 days prior to such anniversary date, such Bank    
shall be deemed to be a Non-Extending Bank with respect to such Extension       
Request. The Commitment of each Non-Extending Bank shall terminate on the       
Termination Date in effect for such Non-Extending Bank immediately prior to such
Extension Request, and on such Termination Date the Company shall pay the       
Administrative Agent, for the account of such Non-Extending Banks, an amount    
equal to such Non-Extending Banks' Advances plus accrued but unpaid interest and
fees thereon; provided that the Company has not replaced such Non-Extending     
--------                                            
Banks pursuant to Section 2.23(b) below.                                        
---------------                             

     (b)  A Non-Extending Bank shall be obligated, at the request of the Company
and subject to the Non-Extending Bank receiving payment in full of (i) the      
principal amount of all Advances owing to such Non-Extending Bank, and (ii) all 
accrued interest and fees owing to such Non-Extending Bank and all other amounts
owing to such Non-Extending Bank hereunder, to assign without recourse,         
representation, warranty (other than good title to its Advances) or expense to  
such Non-Extending Bank, at any time prior to the Termination Date applicable to
such Non-Extending Bank, all of its rights (other than rights that would survive
the termination of this Agreement pursuant to Section 9.13) and obligations     
                        ------------
hereunder to one or more Eligible Assignees (the "Replacement Banks") nominated 
by the Company and willing to take the place of such Non-Extending Bank;        
provided that each such Replacement Bank satisfies all the requirements of this 
--------                                                                        
Agreement and the Administrative Agent shall have consented to such assignment, 
which consent shall not be unreasonably withheld.  Each such Replacement Bank   
shall become a Continuing Bank hereunder in replacement for the Non-Extending   
Bank.                                                                           

(c)  If the Termination Date shall have been extended in respect of   
Continuing Banks in accordance with Section 2.23(a), any notice of borrowing    
       ---------------
specifying a date for the borrowing of an Advance occurring after the           
Termination Date applicable to a Non-Extending Bank or requesting an Interest   
Period extending beyond such date shall (a) have no effect in respect of such   
Non-Extending Bank and (b) not specify a requested aggregate principal amount   
exceeding the Aggregate Commitment excluding the Commitments of all such Non-   
Extending Banks.                                                                

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(d)  If the Termination Date shall have been extended in respect of   
Continuing Banks in accordance with this Section 2.23, all references herein to 
              ------------
the "Termination Date" shall, with respect to all parties hereto other than Non-
Extending Banks, refer to the Termination Date as so extended.                  

     SECTION 2.24.  Increase of Aggregate Commitments.  (a) The Company may from
---------------------------------       
time to time, on the terms set forth below, request that the aggregate amount of
the Commitments be increased to an amount which does not exceed $400,000,000;   
provided, however, that an increase in the Commitments hereunder may only be    
--------  -------                                                               
made at a time when (i) no Event of Default or event which, with notice or the  
passage of time or both, would constitute an Event of Default shall have        
occurred and be continuing or would result therefrom and (ii) the Public Debt   
Rating from S&P is at least BBB- and the Public Debt Rating from Moody's is at  
least Baa3.                                                                     

(b)  If the Company requests an increase in the aggregate Commitments:

        (i)  each of the Banks shall be given the opportunity to participate
     in the increased aggregate Commitments (x) initially, ratably in accordance
 with its Pro Rata Share, and (y) next, to the extent that the requested
increase in the aggregate Commitments is not fulfilled pursuant to the
preceding clause (x) and subject to Section 2.24(d) below, in such    
                 ---------------
additional amounts as any Bank and the Company agree, and             

         (ii) if, after each Bank has been afforded an opportunity to increase
   its Commitment to satisfy the Company's requested increase, the aggregate
     increase in the Commitments offered by the Banks is less than the Company's
    requested increase, then the Company shall consult with the Administrative
  Agent as to the number, identity and requested Commitments of additional
   financial institutions which the Company may, with the written consent of
     the Administrative Agent (which consent shall not be unreasonably withheld)
invite to participate in the aggregate Commitments.                   

    (c)  No Bank shall have any obligation to increase its Commitment pursuant
to a request by the Company hereunder.  No Bank shall be deemed to have approved
an increase in its Commitment unless such approval is in writing.  Failure on   
the part of any Bank to respond to a request by the Company within 30 days of   
such Bank's receipt of notice of such request hereunder shall be deemed a       
rejection of such request.                                                      

 (d)  In no event shall any Bank's Commitment, after giving effect to an
increase in its Commitment hereunder, exceed 25% of the aggregate Commitments   
under this Agreement.                                                           

(e)  If the Company and one or more of the Banks (or other financial  
institutions) shall agree upon such an increase in the aggregate Commitments    
hereunder (i) the Company, the Administrative Agent and each Bank or other      
financial institution increasing its Commitment or extending a new Commitment   
shall enter into a consent in substantially the form of Exhibit G hereto and    
                                         ---------
(ii) the Company shall furnish new Notes to each financial institution that is  
extending a new Commitment and to each Bank which is increasing its Commitment. 
Notwithstanding anything else to the contrary contained in Section 2.06(b), if  
                                                     ---------------

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an increase in the aggregate Commitments pursuant to this Section 2.24 occurs   
                                                ------------
during an Interest Period for an outstanding Committed Borrowing, (a) such      
Committed Borrowing may not be continued or converted pursuant to Section       
                                                           -------
2.06(b) and (b) such Committed Borrowing shall be due and payable at the end of 
-------                                                                         
the current Interest Period applicable thereto, without prejudice to the        
Company's right, subject to the terms and conditions of this Agreement, to      
reborrow all or any portion of the amount of such Committed Borrowing.          

ARTICLE III 

CONDITIONS PRECEDENT  

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

       (a)  The Administrative Agent shall have received the following, in
    form and substance reasonably satisfactory to the Administrative Agent and
(except for the Committed Notes) in sufficient copies for the Banks:  

               (i)   This Agreement, executed by the Company, the Administrative
Agent and each of the Banks;                                

             (ii)  A Committed Note executed by the Company, payable to each
Bank;                                                       

            (iii) A certificate of the Secretary of the Company certifying
  (A) copies attached thereto of the resolutions of the Board of
        Directors of the Company authorizing and empowering certain officers
      of the Company to effect such borrowings as such officers may deem
        necessary or desirable for proper corporate purposes, subject to the
          limitations set forth in such resolutions, (B) copies attached thereto
       of the Certificate of Incorporation and by-laws of the Company, and
    (C) the names and true signatures of the officers of the Company
          authorized to sign this Agreement and the Notes and other documents to
be executed and delivered by the Company hereunder;         

              (iv)  A certificate of a duly authorized officer of the Company,
      dated the Effective Date, certifying that as of such date, (A) the
        representations and warranties contained in Section 4.01 are correct
                                        ------------
        on and as of the Effective Date and (B) no event shall have occurred
         and be continuing that constitutes an Event of Default or which would
         constitute an Event of Default but for the requirement that notice be
given or time elapse or both;                               

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          (v)  A favorable opinion of Sidley & Austin, counsel for the
Company, substantially in the form of Exhibit H hereto; and 
                         ---------

        (vi) Evidence that all amounts owing under the 1994 Credit
        Agreement are being paid in full, and that the 1994 Credit Agreement
is being terminated, no later than the Effective Date;      

         (b)  The Company shall have paid all accrued fees and expenses of the
    Arranger, the Administrative Agent and the Banks which are due and payable
   on the Effective Date (including, without limitation, the reasonable fees
 and expenses of counsel for the Arranger and the Administrative Agent);

    (c)  There shall have occurred no material adverse change in the
     business, financial condition, operations, properties or performance of the
  Company and its Subsidiaries, taken as a whole, since December 31, 1997;

        (d)  There shall exist no action, suit or proceeding (investigative,
judicial or otherwise) against the Company or any of its Subsidiaries 
    pending before any court or arbitrator or any governmental body, agency or
  official, or to the knowledge of any Responsible Officer of the Company,
threatened, that could reasonably be expected (i) to have a Material  
 Adverse Effect or (ii) to materially and adversely affect the legality,
validity or enforceability of this Agreement or any Note;             

     (e)  The representations and warranties contained in Section 4.01
                                                          ------------
    shall be correct on and as of the Effective Date, as though made on and as
of such date; and                                                     

         (f)  No event shall have occurred and be continuing which constitutes
   an Event of Default or which would constitute an Event of Default but for
the requirement that notice be given or time elapse or both.          

     For purposes of determining compliance with the conditions specified above,
each Bank shall be deemed to have consented to, approved and accepted, and to be
satisfied with, each document or other matter required thereunder to be         
consented to or approved by or acceptable or satisfactory to the Banks unless   
the officer of the Administrative Agent responsible for the transactions        
contemplated by this Agreement shall have received notice from such Bank prior  
to the proposed Effective Date, as notified by the Administrative Agent to the  
Banks, specifying its objection thereto.  The Administrative Agent shall        
promptly notify the Banks of the occurrence of the Effective Date.              

  SECTION 3.02.  Conditions Precedent to Initial Advance to Each Borrowing
                 ---------------------------------------------------------
Subsidiary.  The obligation of each Bank to make its initial Advance hereunder  
----------                                                                      
to any Borrowing Subsidiary is subject to the conditions precedent that the     
Effective Date shall have occurred and the Administrative Agent shall have      
received on or before the day of the                                            

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initial Borrowing by such Borrowing Subsidiary the following, each in form and  
substance reasonably satisfactory to the Administrative Agent and in sufficient 
copies for the Banks:                                                           

       (a)  The Assumption Letter executed and delivered by such Borrowing
  Subsidiary and containing the written consent of the Company at the foot
thereof, as contemplated by Section 2.17 hereof;                      
------------  

        (b)  A Committed Note executed by such Borrowing Subsidiary, payable
to each Bank;                                                         

         (c)  Certified copies of the resolutions of the Board of Directors of
 such Borrowing Subsidiary approving the Assumption Letter and all other
   documents evidencing corporate action and governmental approvals, if any,
required with respect to the Assumption Letter;                       

         (d)  A certificate of the Secretary or an Assistant Secretary of such
Borrowing Subsidiary certifying the names and true signatures of the  
 officers of such Borrowing Subsidiary authorized to sign the Assumption
Letter and the other documents to be executed and delivered by such   
Borrowing Subsidiary hereunder; and                                   

          (d)  An opinion of counsel to such Borrowing Subsidiary, substantially
in the form of Exhibit I hereto and as to such other matters as the   
---------                               
Administrative Agent shall reasonably request.                        

SECTION 3.03.  Conditions Precedent to Each Committed Borrowing.  The 
        ------------------------------------------------
obligation of each Bank to make a Committed Advance on the occasion of each     
Committed Borrowing (including the initial Committed Borrowing) shall be subject
to the further conditions precedent that the Effective Date shall have occurred 
and on the date of such Committed Borrowing the following statements shall be   
true (and each of the giving of the applicable Notice of Committed Borrowing and
the acceptance by the applicable Borrower of the proceeds of such Committed     
Borrowing shall constitute a representation and warranty by such Borrower that  
on the date of such Committed Borrowing such statements are true):              

          (i)   The representations and warranties contained in subsections (a),
   (b), (c), (d), (f)(ii) and (h) through (q) of Section 4.01 are correct on
                                  ------------
 and as of the date of such Committed Borrowing, before and after giving
   effect to such Committed Borrowing and to the application of the proceeds
therefrom, as though made on and as of such date;                     

       (ii)  No event has occurred and is continuing, or would result from
     such Committed Borrowing or from the application of the proceeds therefrom,
     which constitutes an Event of Default or which would constitute an Event of
Default but for the requirement that notice be given or time elapse or
both; and                                                             

       (iii) The aggregate principal amount (or, in the case of securities
  issued at a discount from the principal amount at maturity, the accreted

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 amount) of indebtedness for borrowed money (after giving effect to such
 Committed Borrowing and the application of the proceeds thereof) of the
Company and its Subsidiaries does not exceed the maximum amount then  
authorized by the Company's Board of Directors.                       

  SECTION 3.04.  Conditions Precedent to Each Uncommitted Borrowing.  Each
          --------------------------------------------------
bidding Bank's obligation to make an Uncommitted Advance as part of an          
Uncommitted Borrowing (including the initial Uncommitted Borrowing) is subject  
to the conditions precedent that on the date of such Uncommitted Borrowing the  
following statements shall be true (and each of the giving of the applicable    
Notice of Uncommitted Borrowing and the acceptance by such Borrower of the      
proceeds of such Uncommitted Borrowing shall constitute a representation and    
warranty by such Borrower that on the date of such Uncommitted Borrowing such   
statements are true):                                                           

         (a)  The representations and warranties contained in subsections (a),
     (b), (c), (d), f(ii) and (h) through (q) of Section 4.01 are correct on and
                              ------------
as of the date of such Uncommitted Borrowing, before and after giving 
     effect to such Uncommitted Borrowing and to the application of the proceeds
therefrom, as though made on and as of such date,                     

      (b)  No event has occurred and is continuing, or would result from
such Uncommitted Borrowing or from the application of the proceeds    
    therefrom, which constitutes an Event of Default or which would constitute
  an Event of Default but for the requirement that notice be given or time
elapse or both, and                                                   

      (c)  The aggregate principal amount (or, in the case of securities
  issued at a discount from the principal amount at maturity, the accreted
amount) of indebtedness for borrowed money (after giving effect to the
   application of the proceeds of such Uncommitted Borrowing) of the Company
and its Subsidiaries does not exceed the maximum amount thereof then  
authorized by the Company's Board of Directors.                       

ARTICLE IV  

REPRESENTATIONS AND WARRANTIES  
------------------------------  

    SECTION 4.01.  Representations and Warranties of the Company.  The Company
     ---------------------------------------------
represents and warrants to the Banks as follows:                                

         (a)  The Company is a corporation duly incorporated, validly existing
  and in good standing under the laws of the jurisdiction indicated at the
beginning of this Agreement.                                          

       (b)  The execution, delivery and performance by the Company of this
 Agreement and the Notes are within the Company's corporate powers, have
been duly authorized by all necessary corporate action, and do not    
contravene                                                            

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   (i) the Company's certificate of incorporation, as amended, or by-laws or
(ii) law or any contractual restriction binding on or affecting the   
Company.                                                              

          (c)  No authorization or approval or other action by, and no notice to
   or filing with, any governmental authority or regulatory body is required
for the due execution, delivery and performance by the Company of this
Agreement.                                                            

      (d)  This Agreement has been, and each of the Notes when delivered
 hereunder will have been, duly executed and delivered by the applicable
Borrower.  This Agreement is, and each of the Notes when delivered    
 hereunder will be, a legal, valid and binding obligation of the Company
    enforceable against the Company in accordance with their respective terms,
subject to any applicable bankruptcy, insolvency, reorganization,     
 moratorium or similar laws affecting creditors' rights generally and to
general principles of equity.                                         

(e)  The consolidated balance sheets of the Company and its 
Consolidated Subsidiaries as of December 31, 1997, and the related    
  consolidated statements of income, cash flow and shareholders' equity of
the Company and its Consolidated Subsidiaries for the fiscal year then
     ended, copies of which have been furnished to each Bank, fairly present the
    financial condition of the Company and its Consolidated Subsidiaries as at
     such date and the consolidated results of the operations of the Company and
 its Consolidated Subsidiaries for the period ended on such date, all in
accordance with generally accepted accounting principles, and since   
December 31, 1997, there has been no material adverse change in the   
     business, financial condition, operations, properties or performance of the
Company and its Subsidiaries, taken as a whole.                       

   (f)  There are no actions, suits or proceedings (investigative,
judicial or otherwise) against the Company or any of its Subsidiaries 
    pending before any court or arbitrator or any governmental body, agency or
   official, or, to the knowledge of any Responsible Officer of the Company,
threatened, that could reasonably be expected (i) to have a Material  
 Adverse Effect or (ii) to materially and adversely affect the legality,
validity or enforceability of this Agreement or any Note.             

(g)  Reserved.                                              

     (h)  Following application of the proceeds of each Advance to the
Company, not more than 25% of the value of the assets (either of the  
   Company only or of the Company and its Consolidated Subsidiaries) will be
Margin Stock subject to any restriction contained in any agreement or 
  instrument between the Company and any Bank or any affiliate of any Bank
relating to Debt within the scope of Section 6.01(e).                 
                   ---------------

  (i)  The Company is not principally engaged in the business of
  extending credit for the purpose of purchasing or carrying Margin Stock.

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      (j)  The Advances to each Borrower, and all related obligations of
such Borrower under this Agreement, rank pari passu with all other    
                      ---- -----
   unsecured indebtedness for money borrowed or raised by such Borrower that
    is not, by its terms, expressly subordinated to other such indebtedness of
such Borrower.                                                        

         (k)  No Borrower is an "investment company" or a company "controlled"
  by an "investment company", within the meaning of the Investment Company
Act of 1940, as amended.                                              

        (l)  (i)  All necessary Environmental Permits have been obtained and
are in effect for the operations and properties of the Company and its
   Subsidiaries, and the Company and its Subsidiaries are in compliance with
     all such Environmental Permits, except to the extent that the failure to so
obtain or comply could not reasonably be expected to have a Material  
  Adverse Effect; and (ii) no circumstances exist that could reasonably be
expected to (A) form the basis of an Environmental Action against the 
  Company or any of its Subsidiaries or any of their properties that could
   reasonably be expected to have a Material Adverse Effect or (B) cause any
  such property to be subject to any restrictions on ownership, occupancy,
     use or transferability under any Environmental Law that could reasonably be
expected to have a Material Adverse Effect.                           

        (m)  None of the properties owned or leased by the Company or any of
  its Subsidiaries is the subject of any investigation or cleanup, whether
   voluntary or required pursuant to any Environmental Law or ordered by any
governmental authority, that could reasonably be expected to have a   
Material Adverse Effect.                                              

       (n)  No ERISA Event has occurred or is reasonably expected to occur
with respect to any Plan.                                             

    (o)  Neither the Company nor any of its ERISA Affiliates (i) has
   incurred or is reasonably expected to incur any Withdrawal Liability with
    respect to any Multiemployer Plan or (ii) has been notified by the sponsor
   of a Multiemployer Plan that such Multiemployer Plan is in reorganization
 or has been terminated, within the meaning of Title IV of ERISA, and no
   such Multiemployer Plan is reasonably expected to be in reorganization or
to be terminated, within the meaning of Title IV of ERISA.            

      (p)  As of the last annual actuarial valuation date, the aggregate
    current liability (as defined in Section 412 of the Internal Revenue Code)
under the Plans does not exceed the aggregate fair market value of the
assets of such Plans by more than $50,000,000.                        

        (q)  The Company's effort to address the problems which may arise in
 connection with the Year 2000 Problem in its core business includes (i)

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 evaluating internal computing infrastructure, business applications and
shop-floor systems for issues related to the Year 2000 Problem, (ii)  
  replacing or renovating systems and applications as necessary to resolve
such issues, and (iii) testing the replaced or renovated systems and  
   applications.  As of the date of this Agreement, the Company expects that
    all phases of such efforts will be completed before December 31, 1999.  In
    addition to its internal remediation activities, the Company is continuing
     to evaluate the Year 2000 Problem with respect to key suppliers and vendors
  and other external companies, including customers whose systems interact
   with those of the Company.  As of the date of this Agreement, the Company
expects to complete this evaluation before December 31, 1999.         

ARTICLE V 

COVENANTS OF THE COMPANY  
------------------------  

So long as any Advance shall remain unpaid or any Bank shall have any 
Commitment hereunder, unless the Majority Banks shall otherwise consent in      
writing:                                                                        

 SECTION 5.01.  Compliance with Laws, Etc.  The Company will comply, and
--------------------------              
cause each of its Subsidiaries to comply, in all material respects with all     
applicable laws, rules, regulations and orders, except for laws, rules,         
regulations and orders the violation of which, in the aggregate, could not      
reasonably be expected to have a Material Adverse Effect.                       

     SECTION 5.02.  Interest Coverage Ratio.  The Company will, as of the end of
-----------------------                 
each fiscal quarter after the Effective Date, maintain an Interest Coverage     
Ratio of not less than 2.0 to 1.                                                

 SECTION 5.03.  Reporting Requirements.  The Company will furnish to the
-----------------------                 
Banks:                                                                          

         (a)  within 60 days after the end of each of the first three quarters
   of each fiscal year of the Company, but in no case earlier than when such
 report shall be required to be filed with the Commission, a copy of the
Company's Form 10-Q filed with the Commission for such quarter, or any
similar quarterly report required to be filed by the Company with the 
    Commission; provided that if the Company shall no longer be required to so
--------                                      
    file with the Commission, the Company will nonetheless thereafter continue
    to furnish to the Banks such financial statements and related materials as
    would have comprised such filings, at such times as the Company would have
otherwise delivered the same to the Commission;                       

          (b)  within 120 days after the end of each fiscal year of the Company,
    but in no case earlier than when such report shall be required to be filed
with the Commission, a copy of the Company's Form 10-K filed with the 
     Commission for such year, or any similar annual report required to be filed
   by the Company with the Commission; provided that if the Company shall no
          --------
longer be required to so file with the Commission, the Company will   

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nonetheless thereafter continue to furnish to the Banks such financial
   statements and related materials as would have comprised such filings, at
  such times as the Company would have otherwise delivered the same to the
Commission;                                                           

       (c)  simultaneously with the delivery of the reports referred to in
    clauses (a) and (b) above, a certificate of a designated financial officer
of the Company (i) setting forth in reasonable detail the calculations
required to establish whether the Company was in compliance with the  
   requirements of Section 5.02 on the date of such financial statements and
------------                          
     (ii) stating whether there exists on the date of such certificate any Event
     of Default or condition or event which with notice or lapse of time or both
   would become an Event of Default and, if any Event of Default or any such
   condition or event then exists, setting forth the details thereof and the
action which the Company is taking with respect thereto;              

    (d)  promptly after the sending or filing thereof, copies of all
    reports which the Company sends to any of its security holders, and copies
of all reports and registration statements (other than Form S-8 or any
    similar form) which the Company or any Borrowing Subsidiary files with the
Commission or any national securities exchange;                       

        (e)  promptly following any Responsible Officer's knowledge thereof,
notice in writing of (i) the occurrence of any Event of Default or    
    condition or event which with notice or lapse of time or both would become
   an Event of Default and, if any Event of Default or any such condition or
   event then exists, setting forth the details thereof and the action which
    the Company is taking with respect thereto, or (ii) the institution of, or
  any adverse final judgment in, any litigation, arbitration proceeding or
governmental proceeding which, in the Company's judgment, if adversely
     determined, could reasonably be expected to have a Material Adverse Effect;
and                                                                   

         (f)  such other pertinent information (including information relating
 to the Company's plan to address the Year 2000 Problem) as any Bank may
reasonably request.                                                   

 SECTION 5.04.  Use of Proceeds.  The Borrowers will use the proceeds of
---------------                         
the Advances made under this Agreement only for general corporate purposes      
otherwise permitted under this Agreement, including, without limitation, mergers
and acquisitions, the purchase of stock of other Persons, the repurchase of     
shares of capital stock of the Company, the repayment of indebtedness, the      
funding of employee benefit plans of the Company or its Subsidiaries and for    
other lawful purposes; provided that, no Borrower shall use the proceeds of any 
--------                          
Advances made hereunder to acquire 20% or more of the outstanding shares of the 
capital stock of any Person unless (a) at the time of such acquisition, such    
Person shall have consented to such acquisition either by having entered into an
agreement with the Company or a subsidiary of the Company contemplating a merger
of such Person with or into the Company or such subsidiary or by its Board of   
Directors having authorized, approved or consented to such acquisition, or (b)  
such Borrower shall have obtained the                                           

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prior written consent with respect thereto of (i) in the case of any Committed  
Borrowing the proceeds of which shall be used to facilitate such acquisition,   
the Banks and (ii) in the case of any Uncommitted Borrowing the proceeds of     
which shall be used to facilitate such acquisition, the Banks extending         
Uncommitted Advances in connection therewith; provided further that if the      
                            -------- -------
applicable Borrower shall have specified the intended use of proceeds of an     
Uncommitted Borrowing in the Notice of Uncommitted Borrowing with respect       
thereto, each Bank electing to offer to make one or more Uncommitted Advances in
response thereto shall be deemed to have provided the written consent required  
under this Section 5.04 for such use of the proceeds of such Uncommitted        
------------                                              
Advances.                                                                       

  SECTION 5.05.  Limitation on Liens, Etc.  The Company will not create or
-------------------------               
suffer to exist, or permit any of its Consolidated Subsidiaries to create or    
suffer to exist, any Lien, upon or with respect to any of its properties (other 
than Margin Stock), whether now owned or hereafter acquired, or assign, or      
permit any of its Consolidated Subsidiaries to assign, any right to receive     
income, in each case to secure any Debt of any Person or entity, other than:    

        (a)  Liens arising in connection with the obligations of the Company
or any Subsidiary under industrial revenue bonds;                     

        (b)  Liens on assets of a Subsidiary of a Borrower to secure Debt of
such Subsidiary to any Borrower;                                      

     (c)  Purchase money Liens claimed by sellers of goods on ordinary
    trade terms provided that no financing statement has been filed to perfect
  such Liens, and provided that no such Lien shall extend to assets of any
character other than the goods being acquired;                        

(d)  Liens securing Debt existing as of December 31, 1997;  

     (e)  Liens securing Debt on property of a corporation or firm (or
     division thereof) that becomes a Subsidiary of the Company or of any of its
Subsidiaries after the date hereof in accordance with Section 5.06 and
                                                  ------------
  existing at the time such corporation is merged or consolidated with the
Company or any Subsidiary, at the time such corporation or firm (or   
division thereof) becomes a Subsidiary of the Company or any of its   
   Subsidiaries, or at the time of a sale, lease or other disposition of the
    properties of a corporation or a firm (or division thereof) as an entirety
  or substantially as an entirety to the Company or a Subsidiary, provided
that such Liens were not created in contemplation of such merger,     
     consolidation, acquisition, sale, lease or disposition and do not extend to
    assets other than those of the Person merged into or consolidated with the
   Company or such Subsidiary or acquired by the Company or such Subsidiary;

     (f)  Liens on life insurance policies owned by the Company or any
Subsidiary, securing Insurance Policy Debt;                           

         (g)  Purchase money Liens constituting the interest of a lessor under
a lease that would be capitalized on the lessee's balance sheet in    
accordance                                                            

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    with GAAP, or under a sale-leaseback transaction, in each case relating to
   equipment, provided that after giving effect thereto, no Event of Default
under Section 5.02 shall exist;                                       
------------                                              

         (h)  Any extension, renewal or replacement (or successive extensions,
   renewals or replacements) in whole or in part of any Liens referred to in
  the foregoing subsections (a) through (g); provided that, in the case of
                        --------
    Liens referred to in the foregoing subsections (c), (d), (e), (f) and (g),
     the principal amount of Debt secured thereby shall not exceed the principal
amount of Debt so secured at the time of such extension, renewal or   
    replacement, and that such extension, renewal or replacement Lien shall be
  limited to all or a part of the property which is subject to the Lien so
 extended, renewed or replaced (plus improvements on such property); and

        (i)  Additional Liens securing Debt other than as may be included in
 the foregoing subsections (a) through (h), provided, that the aggregate
                        --------
    outstanding principal amount of such Debt shall not at any time exceed 10%
of Consolidated Tangible Net Worth at such time.                      

    SECTION 5.06.  Merger; Sale of Assets.  The Company will not, and will not
----------------------                  
permit its Material Subsidiaries to, merge or consolidate with or into any other
Person, or sell, transfer, lease or otherwise dispose of all or substantially   
all of its assets (whether now owned or hereafter required), except that:       

 (i)  the Company or a Material Subsidiary may acquire another
 corporation by merger, provided that, if the Company is a party to such
     merger, the Company is the surviving corporation, and provided further that
  after giving effect to such merger, no Event of Default (or event which,
   with the giving of notice or the passing of time or both would constitute
an Event of Default) shall exist; and                                 

          (ii) any Material Subsidiary may merge or consolidate with or into, or
  sell or otherwise dispose of any or all of its assets to, the Company or
 another Subsidiary, and any Material Subsidiary that is not a Borrowing
   Subsidiary may sell all or substantially all of its assets; provided that
(a) after giving effect to such merger, consolidation, sale or other  
  disposition, no Event of Default (or any event which, with the giving of
     notice or the passing of time or both would constitute an Event of Default)
shall exist, and (b) in the case of an asset sale by such a Material  
  Subsidiary, the assets to be sold do not constitute all or substantially
  all of the assets of the Company and its Subsidiaries, taken as a whole.

   SECTION 5.07.  Books and Records; Inspection.  The Company will, and will
-----------------------------           
cause each of its Subsidiaries to, (a) maintain complete and accurate books and 
records, in which full and correct entries shall be made of all financial       
transactions of the Company and each such Subsidiary in accordance with         
generally accepted accounting principles, and (b) permit any Bank, the          
Administrative Agent and their respective employees and agents, at such         
reasonable times during normal business hours and as often as may be reasonably 
requested, to inspect any of the properties of the Company or any of its        
Subsidiaries and to inspect and make copies of the material books and records of
the Company and its Subsidiaries and to discuss the affairs and finances of the 
Company and its Subsidiaries with their officers; provided that such Bank or the
                            --------
Administrative Agent shall have delivered a written request for such inspection 
to the Company prior to the date of any such inspection.                        

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to inspect any of the properties of the Company or any of its Subsidiaries and  
to inspect and make copies of the material books and records of the Company and 
its Subsidiaries and to discuss the affairs and finances of the Company and its 
Subsidiaries with their officers; provided that such Bank or the Administrative 
--------    
Agent shall have delivered a written request for such inspection to the Company 
prior to the date of any such inspection.                                       

    SECTION 5.08.  Corporate Existence.  Subject to the Company's rights under
-------------------                     
Section 5.06, the Company will, and will cause each of its Material Subsidiaries
------------                                                                    
to, at all times maintain its corporate existence and preserve and keep, or     
cause to be preserved and kept, in full force and effect its rights and         
franchises material to its businesses.                                          

   SECTION 5.09.  Conduct of Business.  The Company shall not, and shall not
-------------------                     
permit any Material Subsidiary to, engage in any line of business other than (A)
the businesses engaged in by the Company and its Subsidiaries on the date hereof
and (B) any business or activities substantially similar or related thereto     
(which shall include, without limitation, other businesses related to the       
handling and/or distribution of data used or processed in the businesses engaged
in by the Company and its Subsidiaries on the date hereof).                     

   SECTION 5.10.  Payment of Taxes.  The Company will pay and discharge, and
----------------                        
cause each of its Material Subsidiaries to pay and discharge, before the same   
shall become delinquent, all material taxes, assessments and governmental       
charges or levies imposed upon it or its property; provided, however, that      
                                       --------  -------
neither the Company nor any of its Material Subsidiaries shall be required to   
pay or discharge any such tax, assessment, charge or levy that is being         
contested in good faith and by proper proceedings and as to which appropriate   
reserves are being maintained in accordance with GAAP, as long as no action has 
been commenced to enforce any Lien securing any such tax, assessment, charge or 
levy.                                                                           

ARTICLE VI  

EVENTS OF DEFAULT 
----------------- 

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

 (a)  A Borrower shall fail to pay when due any installment of
principal of any Advance; or                                          

          (b)  A Borrower shall fail to pay any fee under this Agreement, or any
    installment of interest on any Advance, within ten (10) days after the due
date thereof; or                                                      

         (c)  Any written representation or warranty made by a Borrower herein
    or in connection with this Agreement shall prove to have been incorrect in
any material respect when made; or                                    

   (d)  The Company shall fail to perform or observe (i) any term,
     covenant or agreement contained in Section 5.02, 5.03(a), (b) or (e), 5.04,
                                               ----  -------  ---    ---  ----

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   5.05, 5.06, 5.07, 5.08, 5.09 or 5.10, or (ii) any other term, covenant or
----  ----  ----  ----  ----    ----                                  
   agreement contained in this Agreement, other than in (a) or (b) above, on
its part to be performed or observed if such failure shall remain     
   unremedied for 30 days after written notice thereof shall have been given
   to the Company by the Majority Banks through the Administrative Agent; or

     (e)  The Company or any Material Subsidiary shall fail to pay any
principal of or premium or interest on any Debt, or any obligations in
    respect of acceptances, letters of credit or other similar instruments, of
     the Company or such Material Subsidiary which is outstanding in a principal
     amount of at least $50,000,000 in the aggregate (but excluding Debt arising
  under this Agreement), when the same becomes due and payable (whether by
scheduled maturity, required prepayment, acceleration, demand or      
otherwise), and such failure shall continue after the applicable grace
   period, if any, specified in the agreement or instrument relating to such
     Debt or other obligation; or any other event shall occur or condition shall
    exist under any agreement or instrument relating to any such Debt or other
  obligation and shall continue after the applicable grace period, if any,
   specified in such agreement or instrument, if the effect of such event or
    condition is to accelerate, or permit the acceleration of, the maturity of
such Debt or other obligation; or any Debt or other such obligation in
which the outstanding principal exceeds $50,000,000 shall be otherwise
   declared to be due and payable (by acceleration or otherwise) or required
   to be prepaid, redeemed, defeased or otherwise repurchased by the Company
  or any Material Subsidiary (other than by a regularly-scheduled required
    prepayment), or any offer to prepay, redeem, defease or purchase such Debt
shall be required to be made, prior to the stated maturity thereof; or

       (f)  The Company or any Material Subsidiary shall generally not pay
     its debts as such debts become due, or shall admit in writing its inability
to pay its debts generally, or shall make a general assignment for the
   benefit of creditors; or any proceeding shall be instituted by or against
    the Company or any Material Subsidiary seeking to adjudicate it a bankrupt
or insolvent, or seeking liquidation, winding up, reorganization,     
  arrangement, adjustment, protection, relief, or composition of it or its
     debts under any law relating to bankruptcy, insolvency or reorganization or
relief of debtors, or seeking the entry of an order for relief or the 
     appointment of a receiver, trustee, or other similar official for it or for
any substantial part of its property, and in the event of any such    
   proceeding instituted against the Company or any Material Subsidiary (but
     not instituted by it), such proceeding shall remain undismissed or unstayed
for a period of 60 days or shall result in the entry of an order for  
   relief, the appointment of a trustee or receiver, or other action in such
     proceeding or result adverse to the Company or such Material Subsidiary, as
applicable, or the Company or any Material Subsidiary shall take any  
  corporate action to authorize any of the actions set forth above in this
subsection (f); or                                                    

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          (g)  Any Person, or a group of Persons acting in concert, shall at any
  time acquire, directly or indirectly, in excess of 51% of the securities
    having ordinary voting power to elect members of the board of directors of
the Company; or                                                       

          (h)  The Company shall incur liability in excess of $50,000,000 in the
    aggregate as a result of one or more of the following:  (i) the occurrence
    of any ERISA Event; (ii) the partial or complete withdrawal of the Company
or any of its ERISA Affiliates from a Multiemployer Plan; or (iii) the
reorganization or termination of a Multiemployer Plan; or             

        (i)  One or more final judgments or orders for the payment of money,
  in an aggregate amount exceeding $50,000,000 at any one time outstanding
  (exclusive of judgment amounts fully covered by insurance, to the extent
   the insurer has admitted liability in respect thereof), shall be rendered
   against the Company or any Material Subsidiary and either (i) enforcement
     proceedings shall have been commenced by any creditor upon such judgment or
order, or (ii) such judgments or orders shall not be discharged (or   
     provision shall not have been made for such discharge), a stay of execution
 thereof shall not be obtained, or such judgments or orders shall not be
paid or bonded, within 60 days from the date of entry thereof, and the
    Company or such Material Subsidiary, as the case may be, shall not, within
    such 60-day period, appeal therefrom and cause the execution thereof to be
stayed pending such appeal;                                           

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

ARTICLE VII 

GUARANTEE 
--------- 

SECTION 7.01.  Unconditional Guarantee.  For valuable consideration,  
-----------------------                 
receipt whereof is hereby acknowledged, and to induce the Banks to make Advances
to each Borrowing Subsidiary, the Company unconditionally guarantees to the     
Banks and the Administrative Agent that the principal of and interest on each   
Advance and all other amounts payable by each Borrowing Subsidiary hereunder    
shall be promptly paid in full                                                  

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when due (whether at stated maturity, by acceleration or otherwise) in          
accordance with the terms hereof and thereof, and, in the case of any extension 
of time of payment, in whole or in part, that all such amounts shall be promptly
paid when due (whether at stated maturity, by acceleration or otherwise) in     
accordance with the terms of such extension. In addition, the Company           
unconditionally agrees that upon default in the payment when due (whether at    
stated maturity, by acceleration or otherwise) of any of such principal,        
interest or other amounts, the Company shall forthwith pay the same. Without    
limiting the generality of the foregoing, the Company's liability shall extend  
to all amounts that constitute part of the obligations of any Borrowing         
Subsidiary guaranteed by the Company under this Article VII and would be owed by
                           -----------
any such Borrowing Subsidiary to any Bank or the Administrative Agent under this
Agreement or the Notes but for the fact that they are unenforceable or not      
allowable due to the existence of a bankruptcy, reorganization or similar       
proceeding involving such Borrowing Subsidiary.                                 

     SECTION 7.02.  Validity.  The obligations of the Company under this Article
                    --------                                             -------
VII are independent of the obligations of the Borrowing Subsidiaries guaranteed 
---                                                                             
hereunder, and a separate action or actions may be brought and prosecuted       
against the Company to enforce its obligations under this Article VII,          
                                               -----------
irrespective of whether any action is brought against any Borrowing Subsidiary  
or whether any Borrowing Subsidiary is joined in any such action or actions.    
The obligations of the Company under this Article VII shall be unconditional    
               -----------
irrespective of (i) the genuineness, validity, regularity or enforceability of  
the obligations of the Borrowing Subsidiaries under this Agreement, any Note or 
any Assumption Letter, (ii) any law, regulation or order of any jurisdiction    
affecting any term of any obligation of any Borrowing Subsidiary under this     
Agreement or the rights of any Bank or the Administrative Agent with respect    
thereto, (iii) any change in the time, manner or place of payment of, or in any 
other term of, all or any of the obligations of any Borrowing Subsidiary        
guaranteed by the Company under this Article VII, or any other amendment or     
     -----------
waiver of or any consent to departure from this Agreement or the Notes, (iv) any
change, restructuring or termination of the corporate structure or existence of 
any Borrowing Subsidiary or any of its Subsidiaries, or (v) to the fullest      
extent permitted by applicable law, any other circumstance which might otherwise
constitute a legal or equitable discharge of a surety or guarantor.             

SECTION 7.03.  Waivers.  The Company expressly waives promptness,     
-------                                 
diligence, presentment, protest and any other notice with respect to the        
obligations of the Company under this Article VII and any requirement that any  
       -----------
right or power be exhausted or any action be taken against any Borrowing        
Subsidiary and all notices and demands whatsoever.                              

    SECTION 7.04.  Subrogation.  The Company shall be subrogated to the rights
-----------                             
of the Banks or the Administrative Agent against any Borrowing Subsidiary       
hereunder only after the Banks and the Administrative Agent shall have been paid
in full all such amounts, with interest thereon, for which such Borrowing       
Subsidiary shall have become indebted hereunder.                                

SECTION 7.05.  Acceleration.  The Company agrees that, as between the 
------------                            
Company on the one hand, and the Banks and the Administrative Agent, on the     
other hand, the obligations of each Borrowing Subsidiary guaranteed under this  
Article VII may be declared to be forthwith due and payable, or may be deemed   
-----------                                                                     
automatically to have been accelerated,                                         

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as provided in Section 6.01 hereof for purposes of this Article VII,            
  ------------                             -----------
notwithstanding any stay, injunction or other prohibition (whether in a         
bankruptcy proceeding affecting such Borrowing Subsidiary or otherwise)         
preventing such declaration as against such Borrowing Subsidiary and that, in   
the event of such declaration or automatic acceleration, such obligations       
(whether or not due and payable by such Borrowing Subsidiary) shall forthwith   
become due and payable by the Company for purposes of this Article VII.         
                                                 -----------

     SECTION 7.06.  Reinstatement.  The Company's obligations under this Article
                    -------------                                        -------
VII shall be reinstated if at any time any payment received by any Bank or the  
---                                                                             
Administrative Agent from any Borrowing Subsidiary hereunder is required to be  
repaid or returned by such Bank or the Administrative Agent, all as though such 
payment had not been made.                                                      

 SECTION 7.07.  Continuing Guaranty; Assignments.  This guarantee of the
--------------------------------        
Company shall (a) remain in full force and effect until the later of (i) the    
cash payment in full of the obligation of any Borrowing Subsidiary guaranteed by
the Company under this Article VII and (ii) the Termination Date, (b) be binding
-----------                       
upon the Company, its successors and assigns and (c) inure to the benefit of,   
and be enforceable by, the Banks and the Administrative Agent and their         
successors, transferees and assigns (provided that the applicable transfers and 
assignments are made in accordance with the terms of this Agreement).           

ARTICLE VIII  

THE ADMINISTRATIVE AGENT  
------------------------  

SECTION 8.01.  Reserved.                                              

SECTION 8.02.  Authorization and Action.  Each Bank appoints and      
------------------------                
authorizes First Chicago to act as the Administrative Agent hereunder, and each 
Bank irrevocably authorizes the Administrative Agent (for so long as the        
Administrative Agent remains in such capacity under this Agreement) to act as   
the contractual representative of such Bank with only the rights and duties     
expressly set forth herein. The Administrative Agent agrees to act as such      
contractual representative upon the express conditions contained in this Article
VIII.  Notwithstanding the use of the defined term "Administrative Agent," it is
expressly understood and agreed that the Administrative Agent shall not have any
fiduciary responsibilities to any Bank by reason of this Agreement and that the 
Administrative Agent is merely acting as the representative of the Banks with   
only those duties as are expressly set forth in this Agreement.  In its capacity
as the Banks= contractual representative, the Administrative Agent (i) does not 
assume any fiduciary duties to any of the Banks, (ii) is a "representative" of  
the Lenders within the meaning of Section 9-105 of the Uniform Commercial Code  
and (iii) is acting as an independent contractor, the rights and duties of which
are limited to those expressly set forth in this Agreement. Each Bank agrees to 
assert no claim against the Administrative Agent on any agency theory or any    
other theory of liability for breach of fiduciary duty, all of which claims each
Bank waives.  The Administrative Agent shall have and may exercise such powers  
under this Agreement as are specifically delegated to the Administrative Agent  
by the terms hereof, together with such powers as are reasonably incidental     
hereto.  The Administrative Agent shall have no implied                         

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duties to the Banks, or any obligation to the Banks to take any action          
hereunder, except any action specifically provided by this Agreement to be taken
by the Administrative Agent. As to any matters not expressly provided for by    
this Agreement (including, without limitation, enforcement or collection of the 
Notes), the Administrative Agent shall not be required to exercise any          
discretion or take any action, but shall be required to act or to refrain from  
acting (and shall be fully protected in so acting or refraining from acting)    
upon the instructions of the Majority Banks, and such instructions shall be     
binding upon all Banks and all holders of the Notes; provided, however, that the
                                           --------  -------
Administrative Agent shall not be required to take any action which exposes the 
Administrative Agent to personal liability or which is contrary to this         
Agreement or applicable law. The Administrative Agent agrees to give to each    
Bank prompt notice of each notice given to it by any Borrower pursuant to the   
terms of this Agreement. The Administrative Agent may execute any of its duties 
as Administrative Agent hereunder and under any other instrument, document or   
agreement executed in connection herewith by or through employees, agents, and  
attorney-in-fact and shall not be answerable to the Banks, except as to money or
securities received by it or its authorized agents, for the default or          
misconduct of any such agents or attorneys-in-fact selected by it with          
reasonable care. Without limiting the foregoing, the Administrative Agent may   
appoint any Affiliate as its agent for all matters relating to Advances made in 
Alternative Currencies. Each such agent shall be entitled to all of the rights  
and benefits granted to the Administrative Agent hereunder, and each Bank shall 
treat any notice given by any such agent as if it had been given directly by the
Administrative Agent.                                                           

SECTION 8.03.  Administrative Agent's Reliance, Etc.   Neither the    
------------------------------------    
Administrative Agent nor any of its directors, officers, agents or employees    
shall be liable for any action taken or omitted to be taken by it or them under 
or in connection with this Agreement, except for its or their own gross         
negligence or willful misconduct.  Without limiting the generality of the       
foregoing, the Administrative Agent:  (i) may treat the payee of any Note as the
holder thereof until the Administrative Agent receives and accepts an Assignment
and Acceptance entered into by the Bank that is the payee of such Note, as      
assignor, and an Eligible Assignee, as assignee, as provided in Section 9.07;   
                                                            ------------
(ii) may consult with legal counsel (including counsel for any Borrower),       
independent public accountants and other experts selected by it and shall not be
liable for any action taken or omitted to be taken in good faith by it in       
accordance with the advice of such counsel, accountants or experts; (iii) makes 
no warranty or representation to any Bank and shall not be responsible to any   
Bank for any statements, warranties or representations (whether written or oral)
made in or in connection with this Agreement; (iv) shall not have any duty to   
ascertain or to inquire as to the performance or observance of any of the terms,
covenants or conditions of this Agreement on the part of any Borrower or to     
inspect the property (including the books and records) of any Borrower; (v)     
shall not be responsible to any Bank for the due execution, legality, validity, 
enforceability, genuineness, sufficiency or value of this Agreement or any other
instrument or document furnished pursuant hereto;  (vi) shall not have any duty 
to ascertain, inquire into or verify the financial condition of the Company or  
any of its Subsidiaries; (vii) shall have no duty to disclose to the Banks      
information that is not required to be furnished by the Company to the          
Administrative Agent at such time, but is voluntarily furnished by the Company  
to the Administrative Agent (either in its capacity as Administrative Agent or  
in its individual capacity); and (viii) shall incur no liability under or in    
respect of this Agreement by acting upon any notice, consent, certificate or    
other instrument or writing (which may be by telegram) believed by it to be     
genuine and signed or                                                           

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sent by the proper party or parties. The Administrative Agent shall be entitled 
to advice of counsel concerning the contractual arrangement between the         
Administrative Agent and the Banks and all matters pertaining to the            
Administrative Agent's duties hereunder.                                        

  SECTION 8.04.  The Administrative Agent and Affiliates.  With respect to
--------------------------------------- 
any financial institution which shall become the Administrative Agent hereunder,
and with respect to such financial institution's Commitment and the Advances    
made by it, such financial institution shall have the same rights and powers    
under this Agreement as any other Bank and may exercise the same as though it   
were not the Administrative Agent; and the term "Bank" or "Banks" shall, unless 
otherwise expressly indicated, include such financial institution in its        
individual capacity, if applicable.  Each such financial institution and its    
affiliates may accept deposits from, lend money to, act as trustee under        
indentures of, and generally engage in any kind of business with, any Borrower, 
any of their respective Subsidiaries and any Person who may do business with or 
own securities of any Borrower or any such Subsidiary, all as if such financial 
institution were not the Administrative Agent and without any duty to account   
therefor to the Banks.                                                          

SECTION 8.05.  Bank Credit Decision; Notice of Default.  Each Bank    
--------------------------------------- 
acknowledges that it has, independently and without reliance upon the           
Administrative Agent or any other Bank and based on the financial statements    
referred to in Section 4.01 and such other documents and information as it has  
------------                                      
deemed appropriate, made its own credit analysis and decision to enter into this
Agreement.  Each Bank also acknowledges that it will, independently and without 
reliance upon the Administrative Agent or any other Bank and based on such      
documents and information as it shall deem appropriate at the time, continue to 
make its own credit decisions in taking or not taking action under this         
Agreement.  The Administrative Agent shall not be deemed to have knowledge or   
notice of the occurrence of any Event of Default, or an event which would       
constitute an Event of Default but for the requirement that notice be given or  
time elapse or both, unless the Agent has received written notice from a Bank or
the Company referring to this Agreement describing such Event of Default, or    
such event which would constitute an Event of Default but for the requirement   
that notice be given or time elapse or both, and stating that such notice is a  
"notice of default".  In the event that the Administrative Agent receives such a
notice, the Administrative Agent shall give prompt notice thereof to the Banks. 

SECTION 8.06.  Indemnification.  The Banks (other than the Designated 
---------------                         
Bidders) agree to indemnify the Administrative Agent (to the extent not         
reimbursed by the Borrowers), ratably according to the respective principal     
amounts of the Notes held by each of them (or, if no Notes are outstanding at   
the time or if any Notes are held by Persons that are not Banks, ratably        
according to the respective amounts of their Commitments) from and against any  
and all liabilities, obligations, losses, damages, penalties, actions,          
judgments, suits, costs, expenses or disbursements of any kind or 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 action taken or omitted by the Administrative Agent under this Agreement;   
provided that no Bank shall be liable for any portion of such liabilities,      
--------                                                                        
obligations, losses, damages, penalties, actions, judgments, suits, costs,      
expenses or disbursements to the extent any of the foregoing is found in a final
non-appealable judgment by a court of competent jurisdiction to have resulted   
from the Administrative Agent's gross negligence or willful misconduct.  Without
limiting the foregoing, each Bank                                               

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(other than the Designated Bidders) agrees to reimburse the Administrative Agent
promptly upon demand for its ratable share of any out-of-pocket expenses        
(including counsel fees) incurred by the Administrative Agent in connection with
the administration, modification, amendment or enforcement (whether through     
negotiations, legal proceedings or otherwise) of, or legal advice in respect of 
rights or responsibilities under, this Agreement, to the extent that the        
Administrative Agent is not reimbursed for such expenses by the Borrowers. The  
obligation of the Banks under this Section 8.06 shall survive payment of the    
  ------------
Obligations and the termination of this Agreement.                              

  SECTION 8.07.  Successor Administrative Agent.  The Administrative Agent
------------------------------          
may resign at any time by giving written notice thereof to the Banks and the    
Company and may be removed at any time with or without cause by the Majority    
Banks.  Upon any such resignation or removal, the Majority Banks shall have the 
right to appoint another Bank as successor Administrative Agent or, if          
acceptable to the Company, any other commercial bank organized under the laws of
the United States of America or of any State thereof and having a combined      
capital and surplus of at least $500,000,000.  If no successor Administrative   
Agent shall have been so appointed by the Majority Banks, and shall have        
accepted such appointment, within 30 days after the retiring Administrative     
Agent gives notice of resignation or the Majority Banks remove the retiring     
Administrative Agent, then the retiring Administrative Agent may, on behalf of  
the Banks, appoint a successor Administrative Agent, which shall be a commercial
bank organized under the laws of the United States of America or of any State   
thereof and having a combined capital and surplus of at least $500,000,000 and  
otherwise acceptable to the Company.  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 under this Agreement.  After any retiring Administrative Agent's
resignation or removal hereunder as Administrative Agent, the provisions of this
Article VIII shall inure to its benefit as to any actions taken or omitted to be
taken by it while it was Administrative Agent.                                  

ARTICLE IX  

MISCELLANEOUS 
------------- 

SECTION 9.01.  Amendments, Etc.  No amendment or waiver of any provision of 
----------------                              
this Agreement or the Notes, nor any consent to any departure by any Borrower   
therefrom, shall in any event be effective unless the same shall be in writing  
and signed by the Majority Banks, and then such waiver or consent shall be      
effective only in the specific instance and for the specific purpose for which  
given; provided, however, that no amendment, waiver or consent shall, unless in 
--------  -------                                                 
writing and signed by all the Banks (other than the Designated Bidders),        
directly do any of the following:  (i) waive any of the conditions specified in 
Section 3.01 or 5.04, (ii) increase the Commitments of the Banks or subject the 
------------    ----                                                            
Banks to any additional obligations, (iii) reduce the principal of, or the      
stated rate at which interest accrues on, the Notes or reduce the stated rate at
which the Facility Fee and the Utilization Fee are calculated, (iv) postpone any
date fixed for any payment of principal of, or interest on, the Committed       
Advances or any fees or other amounts payable hereunder, (v) change the         

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percentage of the Commitments, or of the aggregate unpaid principal amount of   
the Notes, or the number of Banks which shall be required for the Banks or any  
of them to take any action hereunder or (vi) amend this Section 9.01; provided, 
                                                      ------------  --------
further, that no amendment, waiver or consent shall, unless in writing and      
-------                                                                         
signed by the Administrative Agent in addition to the Banks required above to   
take such action, affect the rights or duties of the Administrative Agent under 
this Agreement or any Note.                                                     

 SECTION 9.02.  Notices, Etc.  (a)  All notices and other communications
-------------                           
provided for hereunder shall be in writing (including telegraphic or telecopy   
communication) and mailed, telegraphed, telecopied or delivered,                

    (i)   if to the Company, at its address at 77 West Wacker Drive,
   Chicago, Illinois 60601 Attention:  Treasurer, telecopy number (312) 326-
8557;                                                                 

         (ii)  if to any Borrowing Subsidiary, at the address specified in the
    Assumption Letter pursuant to which it became a Borrowing Subsidiary, with
  a copy to the Company at the address specified herein; provided that any
                                                --------
    such notice may be given solely to the Company, at the option of the party
giving such notice;                                                   

     (iii) if to any bank listed on the signature pages hereof, at its
   Domestic Lending Office specified opposite its name on Schedule I hereto;
                                                  ----------

        (iv)  if to any other Bank, at its Domestic Lending Office specified
     in the Assignment and Acceptance or Designation Agreement pursuant to which
it became a Bank;                                                     

        (v)   if to the Administrative Agent, at the Domestic Lending Office
specified opposite its name on Schedule I hereto;                     
  ----------

or as to the Borrowers and the Administrative Agent, at such other address as   
shall be designated by such party in a written notice to the other parties, and 
as to each such other party, at such other address as shall be designated by    
such party in a written notice to the Company and the Administrative Agent.  All
such notices and communications shall, when sent by overnight courier, mailed or
telecopied, be effective when delivered to such courier, deposited in the mails,
or telecopied and confirmed by return telecopy, respectively, except that       
notices and communications to the Administrative Agent pursuant to Articles II, 
                                                                 -----------
III and VIII shall not be effective until received by the Administrative Agent. 
---     ----                                                                    

   (b)  If any notice required under this Agreement is permitted to be made,
and is made, by telephone, actions taken or omitted to be taken in reliance     
thereon by the Administrative Agent or by any Bank shall be binding upon the    
Company and each other Borrower notwithstanding any inconsistency between the   
notice provided by telephone and any subsequent writing in confirmation thereof 
provided to the Administrative Agent or such Bank; provided that any such action
                              --------
taken or omitted to be taken by the Administrative Agent or such Bank shall have
been in good faith and in accordance with the terms of this Agreement.          

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 SECTION 9.03.  No Waiver; Remedies.  No failure on the part of any Bank
-------------------                     
or the Administrative Agent to exercise, and no delay in exercising, any right  
hereunder or under any Note shall operate as a waiver thereof; nor shall any    
single or partial exercise of any such right preclude any other or further      
exercise thereof or the exercise of any other right.  The remedies herein       
provided are cumulative and not exclusive of any remedies provided by law.      

SECTION 9.04.  Costs and Expenses.  (a)  The Company agrees to pay on 
------------------                      
demand all reasonable, documented out-of-pocket costs and expenses of the       
Arranger and the Administrative Agent (including, without limitation, reasonable
fees and expenses of counsel), in connection with any amendments, modifications 
or waivers of the provisions hereof, or in determining the rights and           
obligations of the parties hereto under this Agreement and the Notes, or the    
enforcement (whether through negotiations, legal proceedings or otherwise) of   
this Agreement and the other documents to be delivered hereunder; provided that 
                                                            --------
if, in the event of any enforcement undertaken by the Banks hereunder, it shall 
be determined that sufficient conflicts exist such that a single law firm       
engaged by the Administrative Agent or the Majority Banks is precluded by law or
by standards of conduct from representing the Banks as a group, and such        
conflicts would exist with respect to any other law firm representing the Banks 
as a group, the Company agrees to pay on demand all reasonable, documented out- 
of-pocket costs and expenses of each Bank, if any (including, without           
limitation, reasonable fees and expenses of counsel), in connection with such   
enforcement undertaking.                                                        

 (b)  The Company agrees to pay to the Administrative Agent such fees as
shall have been agreed to by the Administrative Agent and the Company in a      
separate agreement regarding the provision by the Administrative Agent of       
services as Administrative Agent under this Agreement.                          

  SECTION 9.05.  Right of Set-off.  Upon (i) the occurrence and during the
----------------                        
continuance of any Event of Default and (ii) the declaration that the Advances  
are due and payable pursuant to the provisions of Section 6.01, each Bank is    
                                ------------
authorized at any time and from time to time, to the fullest extent permitted by
law, to set off and apply any and all deposits (general or special, time or     
demand, provisional or final) at any time held and other indebtedness at any    
time owing by such Bank to or for the credit or the account of any Borrower     
against any and all of the obligations of such Borrower now or hereafter        
existing under this Agreement and the Notes held by such Bank, irrespective of  
whether or not such Bank shall have made any demand under this Agreement or such
Notes and although such obligations may be unmatured.  Each Bank shall promptly 
notify the Company after any such set-off and application made by such Bank,    
provided that the failure to give such notice shall not affect the validity of  
--------                                                                        
such set-off and application.  The rights of each Bank under this Section are in
addition to other rights and remedies (including, without limitation, other     
rights of set-off) which such Bank may have.                                    

  SECTION 9.06.  Binding Effect.  This Agreement (other than Sections 2.01
                 --------------                              -------------
and 2.03, which shall only become effective upon satisfaction of the conditions 
----                                                                    
set forth in Section 3.01) shall become effective when it shall have been       
------------                                          
executed by the Company and the Administrative Agent and when the Administrative
Agent shall have been notified by                                               

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each bank listed on the signature pages hereof that it has executed this        
Agreement and thereafter shall be binding upon and inure to the benefit of the  
Company, the Administrative Agent and each Bank and their respective successors 
and assigns, except that neither the Company nor any Borrowing Subsidiary shall 
have the right to assign its rights hereunder or any interest herein without the
prior written consent of the Banks.                                             

 SECTION 9.07.  Assignments, Designations and Participations.  (a)  Each
    --------------------------------------------
Bank (other than the Designated Bidders) may, upon obtaining the prior written  
consent of the Company and the Administrative Agent (which consents shall not be
unreasonably withheld or delayed), and each Bank (including, without limitation,
the Designated Bidders) shall, if demanded by the Company in accordance with    
Section 2.05(b), assign to one or more Eligible Assignees all or a portion of   
---------------                                                                 
its rights and obligations under this Agreement (including, without limitation, 
all or a portion of its Commitment and the Committed Advances owing to it and   
the Committed Notes held by it); provided, however, that:                       
   --------  -------

         (i)   each such assignment shall be of a constant, and not a varying,
   percentage of all rights and obligations under this Agreement (other than
  any right to make Uncommitted Advances, Uncommitted Advances owing to it
and Uncommitted Notes owing to it);                                   

(ii)  except in the case of an assignment to a Person that, 
     immediately prior to such assignment, was a Bank or an assignment of all of
 a Bank's rights and obligations under this Agreement, the amount of the
Commitment of the assigning Bank being assigned pursuant to each such 
     assignment (determined as of the date of the Assignment and Acceptance with
    respect to such assignment) shall in no event be less than $20,000,000 (or
an integral multiple of $1,000,000 in excess thereof);                

          (iii) each such assignment made as a result of a demand by the Company
   pursuant to Section 2.05(b) and this Section 9.07(a) shall be arranged by
---------------          ---------------      
   the Company with the approval of the Administrative Agent, which approval
shall not be unreasonably withheld or delayed, and shall be either an 
     assignment of all of the rights and obligations of the assigning Bank under
     this Agreement or an assignment of a portion of such rights and obligations
  made concurrently with another such assignment or other such assignments
that, in the aggregate, cover all of the rights and obligations of the
assigning Bank under this Agreement;                                  

     (iv)  no Bank shall be obligated to make any such assignment as a
   result of a demand by the Company pursuant to this Section 9.07(a) unless
                                               ---------------
  and until such Bank shall have received one or more payments from one or
more Eligible Assignees in an aggregate amount equal to the aggregate 
   outstanding principal amount of the Advances owing to such Bank, together
with accrued interest thereon to the date of payment of such principal
amount and from the Company or one or more Eligible Assignees in an   
     aggregate amount equal to all other amounts payable to such Bank under this
   Agreement and the Notes (including, without limitation, any amounts owing
under Sections 2.12, 2.13 or 2.19); and                               
-------------------    ----                               

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        (v) the parties to each such assignment shall execute and deliver to
     the Administrative Agent, for its acceptance and recording in the Register,
an Assignment and Acceptance, together with any Note subject to such  
assignment and a processing and recordation fee of $3,500;            

and provided, further, that the consent of the Company and the Administrative   
--------  -------                                                       
Agent shall not be required with respect to an assignment to an Eligible        
Assignee which is a Bank or an Affiliate thereof.  Upon such execution,         
delivery, acceptance and recording, from and after the effective date specified 
in each Assignment and Acceptance, (x) the assignee thereunder shall be a party 
hereto and, to the extent that rights and obligations hereunder have been       
assigned to it pursuant to such Assignment and Acceptance, have the rights and  
obligations of a Bank hereunder and (y) the Bank assignor thereunder shall, to  
the extent that rights and obligations hereunder have been assigned by it       
pursuant to such Assignment and Acceptance, relinquish its rights and be        
released from its obligations under this Agreement (and, in the case of an      
Assignment and Acceptance covering all or the remaining portion of an assigning 
Bank's rights and obligations under this Agreement, such Bank shall cease to be 
a party hereto).  Notwithstanding the foregoing, each Bank may, without the     
Company's or the Administrative Agent's consent, assign all or a portion of its 
rights and obligations under this Agreement (including, without limitation, all 
or a portion of its Commitment and the Advances owing to it) to an affiliate of 
such Bank or to another Bank.                                                   

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

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(c)  Upon its receipt of an Assignment and Acceptance executed by an  
assigning Bank and an assignee representing that it is an Eligible Assignee, and
consented to by the Company, together with any Note or Notes subject to such    
assignment, the Administrative Agent shall, if such Assignment and Acceptance   
has been completed and is in substantially the form of Exhibit A hereto, (i)    
                                       ---------
accept such Assignment and Acceptance, (ii) record the information contained    
therein in the Register and (iii) give prompt notice thereof to the Company.    
Within ten Business Days after its receipt of such notice, the Company shall    
execute and deliver to the Administrative Agent in exchange for the surrendered 
Note a new Note to the order of such Eligible Assignee in an amount equal to the
Commitment assumed by it (in the case of a Committed Note) or the Uncommitted   
Advance or part thereof purchased by it (in the case of an Uncommitted Note)    
pursuant to such Assignment and Acceptance and, if the assigning Bank has       
retained a Commitment or a part of such Uncommitted Advance hereunder, a new    
Note to the order of the assigning Bank in an amount equal to the Commitment or 
of such Uncommitted Advance retained by it hereunder.  Such new Note or Notes   
shall be in an aggregate principal amount equal to the aggregate principal      
amount of such surrendered Note or Notes, shall be dated the effective date of  
such Assignment and Acceptance and shall otherwise be in substantially the form 
of Exhibit D-1 or Exhibit D-2 hereto (as the case may be).                      
-----------    -----------                                                

    (d)  Each Bank (other than the Designated Bidders) may, upon obtaining the
prior written consent of the Company and the Administrative Agent (which        
consents shall not be unreasonably withheld or delayed), designate one or more  
banks or other entities to have a right to make Uncommitted Advances as a Bank  
pursuant to Section 2.03; provided, however, that (i) no such Bank shall be     
------------  --------  -------                         
entitled to make more than one such designation, (ii) each such Bank making such
a designation shall retain the right to make Uncommitted Advances as a Bank     
pursuant to Section 2.03, (iii) each such designation shall be to a Designated  
------------                                            
Bidder and (iv) the parties to each such designation shall execute and deliver a
Designation Agreement to the Administrative Agent, for its acceptance and       
recording in the Register, together with the consent thereto executed by the    
Company.  Upon such execution, delivery, acceptance and recording, from and     
after the effective date specified in each Designation Agreement, the designee  
thereunder shall be a party hereto with a right to make Uncommitted Advances as 
a Bank pursuant to Section 2.03 and the obligations related thereto.            
------------                              

   (e)  By executing and delivering a Designation Agreement, the Bank making
the designation thereunder and its designee thereunder confirm and agree with   
each other and the other parties hereto as follows: (i) such Bank makes no      
representation or warranty and assumes no responsibility with respect to any    
statements, warranties or representations made in or in connection with this    
Agreement or the execution, legality, validity, enforceability, genuineness,    
sufficiency or value of this Agreement or any other instrument or document      
furnished pursuant hereto; (ii) such Bank makes no representation or warranty   
and assumes no responsibility with respect to the financial condition of the    
Company or any Borrowing Subsidiary or the performance or observance by the     
Company or any Borrowing Subsidiary of any of their respective obligations under
this Agreement or any other instrument or document furnished pursuant hereto;   
(iii) such designee confirms that it has received a copy of this Agreement,     
together with copies of the financial statements referred to in Section 4.01 and
                                                            ------------
such other documents and information as it has deemed appropriate to make its   
own credit analysis and decision to enter into such Designation Agreement; (iv) 
such                                                                            

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designee will, independently and without reliance upon the Administrative Agent,
such designating Bank or any other Bank and based on such documents and         
information as it shall deem appropriate at the time, continue to make its own  
credit decisions in taking or not taking action under this Agreement; (v) such  
designee confirms that it is a Designated Bidder; (vi) such designee appoints   
and authorizes the Administrative Agent to take such action as contractual      
representative on its behalf and to exercise such powers and discretion under   
this Agreement as are delegated to the Administrative Agent by the terms hereof,
together with such powers and discretion as are reasonably incidental thereto;  
and (vii) such designee agrees that it will perform in accordance with their    
terms all of the obligations which by the terms of this Agreement are required  
to be performed by it as a Bank.                                                

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

    (g)  The Administrative Agent shall maintain at its address referred to in
Section 9.02 a copy of each Assignment and Acceptance and each Designation      
------------                                                                    
Agreement delivered to and accepted by it and a register for the recordation of 
the names and addresses of the Banks and, with respect to Banks other than      
Designated Bidders, the Commitment of, and principal amount of the Advances     
owing to, each Bank from time to time (the "Register").  The entries in the     
                --------
Register shall be conclusive and binding for all purposes, absent manifest      
error, and the Company, the Administrative Agent and the Banks may treat each   
Person whose name is recorded in the Register as a Bank hereunder for all       
purposes of this Agreement.  The Register shall be available for inspection by  
the Company or any Bank at any reasonable time and from time to time upon       
reasonable prior notice.                                                        

    (h)  Each Bank (other than a Designated Bidder) may sell participations to
one or more banks or other entities in or to all or a portion of its rights and 
obligations under this Agreement (including, without limitation, all or a       
portion of its Commitment, the Advances owing to it and the Note or Notes held  
by it); provided, however, that (i) such Bank's obligations under this Agreement
--------  -------                                               
(including, without limitation, its Commitment hereunder) shall remain          
unchanged, (ii) such Bank shall remain solely responsible to the other parties  
hereto for the performance of such obligations, (iii) such Bank shall remain the
holder of any such Note for all purposes of this Agreement, (iv) the Company,   
the Administrative Agent and the other Banks shall continue to deal solely and  
directly with such Bank in connection with such Bank's rights and obligations   
under this Agreement and (v) no participant under any such participation shall  
have any right to approve any amendment or waiver of any provision of this      
Agreement or any Note, or any consent to any departure by the Company or any    
Borrowing Subsidiary therefrom, except to the extent that such amendment, waiver
or consent would reduce the principal of the Notes or the stated rate at which  
interest, the Facility Fee or the Utilization Fee is calculated, in each case to
the extent subject to such participation, or postpone any date fixed for any    
payment of principal of, or interest on, the Notes or any fees or other amounts 
payable hereunder, in each case to the extent subject to such participation.    

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(i)  Any Bank may, in connection with any assignment, designation or  
participation or proposed assignment, designation or participation pursuant to  
this Section 9.07, disclose to the assignee, designee or participant or proposed
------------                                                          
assignee, designee  or participant, any information relating to the Company or  
any other Borrower furnished to such Bank by or on behalf of the Company or such
other Borrower; provided that, prior to any such disclosure of non-public       
--------                                        
information, such Bank shall have obtained the Company's consent and the        
assignee or participant or proposed assignee or participant shall agree in a    
manner satisfactory to the Company to preserve the confidentiality of any       
confidential information relating to the Company received by it from such Bank. 

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

SECTION 9.08.  Governing Law.  This Agreement and the Notes shall be  
-------------                           
governed by, and construed in accordance with, the laws of the State of         
Illinois.                                                                       

   SECTION 9.09.  Execution in Counterparts.  This Agreement may be executed
-------------------------               
in any number of counterparts and by different parties hereto in separate       
counterparts, each of which when so executed shall be deemed to be an original  
and all of which taken together shall constitute one and the same agreement.    

SECTION 9.10.  Confidentiality.  Each Bank agrees that it will use    
---------------                         
reasonable efforts to keep confidential any information from time to time       
supplied to it by the Company which the Company designates in writing at the    
time of its delivery to the Bank is to be treated confidentially; provided,     
                                                            --------
however, that nothing herein shall affect the disclosure of any such information
-------                                                                         
to:  (i) the extent required by statute, rule, regulation or judicial process;  
(ii) counsel for any Bank or to their respective accountants; (iii) bank        
examiners and auditors; (iv) any Affiliate of such Bank; (v) any other Bank, or,
subject to Section 9.07(c), any transferee or prospective transferee of any     
---------------                                           
Advance, any Note or any Commitment; or (vi) any other Person in connection with
any litigation to which any one or more of the Banks is a party; provided       
                                                          --------
further, however, that each Bank agrees that it will use reasonable efforts to  
-------  -------                                                                
promptly notify the Company of any request for information under this clause    
(vi) or with respect to any request for information not enumerated in this      
Section 9.10, if not otherwise prohibited from doing so.                        
------------                                                                    

  SECTION 9.11.  Non-Reliance by the Banks.  Each Bank by its signature to
-------------------------               
this Agreement represents and warrants that (i) it has not relied in the        
extension of the credit contemplated by this Agreement, nor will it rely in the 
maintenance thereof, upon any assets of the Company or its Subsidiaries         
consisting of Margin Stock as collateral and (ii) after reviewing the financial 
statements of the Company and its Consolidated Subsidiaries referred to in      
Section 4.01(e), such Bank has concluded therefrom that the consolidated cash   
---------------                                                                 
flow of the Company and its Consolidated Subsidiaries is sufficient to support  
the credit extended to the Company pursuant to this Agreement.                  

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SECTION 9.12.  No Indirect Security.  Notwithstanding any Section or  
--------------------                    
provision of this Agreement to the contrary, nothing in this Agreement shall (i)
restrict or limit the right or ability of the Company or any of its Subsidiaries
to pledge, mortgage, sell, assign, or otherwise encumber or dispose of any      
Margin Stock, or (ii) create an Event of Default arising out of or relating to  
any such pledge, mortgage, sale, assignment or other encumbrance or disposition.

   SECTION 9.13.  Indemnification.  The Company agrees to indemnify and hold
---------------                         
harmless the Administrative Agent, each Bank, and their respective officers,    
directors, employees and agents (any one of the foregoing being an "Indemnified 
Party" and any two or more of the foregoing being "Indemnified Parties") from   
and against, and pay the Indemnified Parties the amount of, any and all claims, 
damages, liabilities, and reasonable, documented out-of-pocket costs and        
expenses (including, without limitation, reasonable fees and expenses of        
counsel) that may be incurred by or asserted or awarded against an Indemnified  
Party relating in whole or in part to this Agreement, the Notes, any documents  
delivered in connection herewith and the transactions contemplated hereby, and  
in connection with or arising out of or by reason of, or in connection with the 
preparation of a defense of, any investigation, litigation or proceeding brought
by a Person other than the Indemnified Parties or the Company and its           
Subsidiaries, arising out of, related to or in connection with (i) this         
Agreement, the Notes, any of the transactions contemplated herein or the use or 
proposed use of the proceeds of any Advances, (ii) any acquisition or proposed  
acquisition by the Company or any of its Subsidiaries of all or any portion of  
the stock or all or substantially all of the assets of any Person, or (iii) the 
actual or alleged presence of Hazardous Materials on any property of the Company
or any of its Subsidiaries or any Environmental Action relating to any of them, 
in each case whether or not such investigation, litigation or proceeding is     
brought by the Company, any other Borrower, their respective shareholders or    
creditors, an Indemnified Party or any other Person, and whether or not an      
Indemnified Party is otherwise a party thereto, provided, however, that this    
                                 --------  -------
indemnification shall not apply to any claim, damage, liability, cost or expense
that is found in a final, nonappealable judgment by a court of competent        
jurisdiction to have resulted from an Indemnified Party's gross negligence or   
willful misconduct.  The covenants of the Company contained in this Section 9.13
                                                                    ------------
and in Sections 9.04, 2.11, 2.12 and 2.19 shall survive the repayment of all    
-------------  ----  ----     ----                                
amounts due and payable under this Agreement and the termination of this        
Agreement.                                                                      

SECTION 9.14.  Partial Invalidity.  Wherever possible, each provision 
------------------                      
hereof shall be interpreted in such manner as to be effective and valid under   
applicable law, but in case any one or more of the provisions contained herein  
shall, for any reason, be held to be invalid, illegal or unenforceable in any   
respect, such provision shall be ineffective to the extent, but only to the     
extent, of such invalidity, illegality or unenforceability without invalidating 
the remainder of such invalid, illegal or unenforceable provision or provisions 
or any other provisions hereof, unless such a construction would be             
unreasonable.                                                                   

SECTION 9.15.  WAIVER OF JURY TRIAL.  Each of the parties hereto      
--------------------                    
irrevocably waives any right to have a jury participate in resolving any        
dispute, whether sounding in contract, tort or otherwise, arising out of,       
connected with, related to or incidental to the relationship established among  
them in connection with this Agreement or the transactions contemplated hereby  
or the actions of the Company,                                                  

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any Borrowing Subsidiary, the Administrative Agent or any Bank in the           
negotiation, administration, performance or enforcement thereof. Each of the    
parties hereto agrees that any such claim, demand, action or cause of action    
shall be decided by bench trial without a jury and that any party hereto may    
file an original counterpart or a copy of this Agreement with any court as      
written evidence of the consent of the parties hereto to the waiver of their    
right to trial by jury.                                                         

SECTION 9.16.  Jurisdiction, Etc.  (a) Each of the parties hereto     
------------------                      
irrevocably and unconditionally submits, for itself and its property, to the    
nonexclusive jurisdiction of any Illinois state court or federal court of the   
United States of America sitting in Chicago, Illinois, and any appellate court  
from any thereof, in any action or proceeding arising out of or relating to this
Agreement or the Notes, or for recognition or enforcement of any judgment, and  
each of the parties hereto irrevocably and unconditionally agrees that all      
claims in respect of any such action or proceeding may be heard and determined  
in any such Illinois state court or, to the extent permitted by law, in such    
federal court.  Each of the parties hereto agrees that a final judgment in any  
such action or proceeding shall be conclusive and may be enforced in other      
jurisdictions by suit on the judgment or in any other manner provided by law.   
Nothing in this Agreement shall affect any right that any party may otherwise   
have to bring any action or proceeding relating to this Agreement or the Notes  
in the courts of any jurisdiction.                                              

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

   SECTION 9.17.  Termination of Existing Credit Agreement.  The Company and
----------------------------------------
each of the Banks hereunder that is a party to the 1994 Credit Agreement        
consents to the termination of the "Commitments" thereunder, effective on the   
Effective Date, notwithstanding the notice requirements for such termination set
forth in Section 2.05 of the 1994 Credit Agreement.  Because such Banks         
hereunder constitute the "Majority Banks" (as defined in the 1994 Credit        
Agreement) under the 1994 Credit Agreement, the 1994 Credit Agreement shall     
terminate and all amounts payable thereunder shall be due and payable on the    
Effective Date.                                                                 

SECTION 9.18.  Nonliability of Banks.  The relationship between the   
---------------------                   
Borrowers on the one hand and the Banks and the Administrative Agent on the     
other hand shall be solely that of borrower and lender.  Neither the            
Administrative Agent, the Arranger nor any Bank shall have any fiduciary        
responsibilities to the Borrower.  Neither the Administrative Agent, the        
Arranger nor any Bank undertakes any responsibility to the Borrowers to review  
or inform the Borrowers of any matter in connection with any phase of the       
Borrowers' business or operations.  Neither the Administrative Agent, the       
Arranger nor any Bank shall have any liability with respect to, and the         
Borrowers waive, release and agree not to sue for, any special, indirect or     
consequential damages suffered by the Borrowers in connection with, arising out 
of, or in any way related to this Agreement or the transactions contemplated    
thereby.                                                                        

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

                                 R.R. DONNELLEY & SONS COMPANY

                                          By:___________________________________
          Title:

                                       THE FIRST NATIONAL BANK OF CHICAGO,
                                           as Administrative Agent and as a Bank

                                          By:___________________________________
          Title:

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                               BANK OF MONTREAL, as a Bank

                                          By:___________________________________
          Title:

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      FIRST UNION NATIONAL BANK, as a Bank

       By:__________________________________
Title:                        

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NATIONSBANK, N.A., as a Bank  

       By:__________________________________
Title:                        

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CITIBANK, N.A., as a Bank     

       By:__________________________________
Title:                        

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       THE NORTHERN TRUST COMPANY, as a Bank

       By:__________________________________
Title:                        

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        THE INDUSTRIAL BANK OF JAPAN, LIMITED,
CHICAGO BRANCH, as a Bank     

       By:__________________________________
Title:                        

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WACHOVIA BANK, N.A., as a Bank

       By:__________________________________
Title:                        

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            SEAWAY NATIONAL BANK OF CHICAGO, as a Bank

       By:__________________________________
Title:                        

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SCHEDULE I  

                                                        [Enlarge/Download Table]


                                        Domestic                     Eurocurrency               
Name of Bank               Commitment   Lending Office               Lending Office             
------------------------   ----------   ---------------------------  ---------------------------
                                                                                                
The First National Bank   $39,500,000   One First National Plaza                                
of Chicago                              Chicago, Illinois 60670                                 
                                        Attention:  Deborah Stevens                             
                                        Suite 088                                               
                                        Phone:  312-732-2532                                    
                                        FAX:  312-732-5161                                      

Bank of Montreal          $32,000,000  111 West Monroe Street                                   
                                        Chicago, Illinois 60690                                 
                                        Attention:                                              
                                        Phone:                                                  
                                        FAX:                                                    

First Union National      $32,000,000   Attention:  Peter Steffan                               
Bank                                    Phone:  704-383-9214                                    
                                        Fax:  704-398-7236                                      

 NationsBank, N.A.        $25,000,000   Attention: Jack Williams                                
                                        Phone:  704-398-3234                                    
                                        Fax:  704-398-0960                                      


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Citibank, N.A.              $25,000,000    500 West Madison                     
                35th Floor
                             Chicago, Illinois 60661
                             Attention: Carrie Stead
                          Phone:  312-627-3983
                        FAX:  312-627-3990

The Northern Trust          $25,000,000    50 South LaSalle Street              
Company                                    Chicago, Illinois  60075             
                            Attention: Mark Taylor
                11th Floor
                          Phone:  312-557-1626
                        FAX:  312-630-5055

The Industrial Bank of      $10,000,000    227 West Monroe Street               
Japan, Limited,                            Suite 2600                           
Chicago Branch                             Chicago, Illinois  60606             
                              Attention: Mark Motuelle
                          Phone:  312-855-8494
                        FAX:  312-855-8200

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Wachovia Bank, N.A.               $10,000,000      191 Peachtree Street, N.E.   
                                            Atlanta, Georgia 30303
                                            Attention:  Todd Eagle
                            Phone:
                                        FAX:  404-332-6898

                                                 Business and Credit Office:
                                     70 West Madison
                                Suite 2440
                                              Chicago, Illinois  60602
                                Attention:
                                        James F. Kinoshita
                                          Phone:  312-795-4331
                                        FAX:  312-853-0693

Seaway National Bank of           $ 1,500,000      645 East 87th Street         
Chicago                                            Chicago, Illinois 60619      
                                             Attention: Karl Swanson
                                          Phone:  773-602-4101
                                        FAX:  773-487-1850

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EXHIBIT A 

FORM OF ASSIGNMENT AND ACCEPTANCE 

  Reference is made to the Five-Year Credit Agreement dated as of December 11,
1998 (as amended or modified from time to time, the "Five-Year Credit           
                                          ----------------
Agreement") among R.R. Donnelley & Sons Company, a Delaware corporation (the    
---------                                                                       
"Company"), the Banks (as defined in the Five-Year Credit Agreement) parties    
-------                                                                       
thereto and The First National Bank of Chicago, as Administrative Agent for the 
Banks (the "Administrative Agent").  Terms defined in the Five-Year Credit      
--------------------                                    
Agreement are used herein with the same meaning.                                

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

1.  The Assignor sells and assigns to the Assignee, and the Assignee      
purchases and assumes from the Assignor, an interest in and to the Assignor's   
rights and obligations under the Five-Year Credit Agreement as of the date      
hereof (other than in respect of Uncommitted Advances and Uncommitted Notes)    
equal to the percentage interest specified on Schedule 1 hereto of all          
outstanding rights and obligations under the Five-Year Credit Agreement (other  
than in respect of Uncommitted Advances and Uncommitted Notes).  After giving   
effect to such sale and assignment, the Assignee's Commitment and the amount of 
the Committed Advances owing to the Assignee will be as set forth on Schedule 1 
hereto.                                                                         

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

    3.  The Assignee (i) confirms that it has received a copy of the Five-Year
Credit Agreement, together with copies of the financial statements referred to  
in Section 4.01 thereof and such other documents and information as it has      
------------                                                              
deemed appropriate to make its own credit analysis and decision to enter into   
this Assignment and Acceptance; (ii) agrees that it will,                       

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independently and without reliance upon the Administrative Agent, the Assignor  
or any other Bank and based on such documents and information as it shall deem  
appropriate at the time, continue to make its own credit decisions in taking or 
not taking action under the Five-Year Credit Agreement; (iii) confirms that it  
is an Eligible Assignee; (iv) appoints and authorizes the Administrative Agent  
to take such action as contractual representative on its behalf and to exercise 
such powers and discretion under the Five-Year Credit Agreement as are delegated
to the Administrative Agent by the terms thereof; (v) agrees that it will       
perform in accordance with their terms all of the obligations that by the terms 
of the Five-Year Credit Agreement are required to be performed by it as a Bank; 
and (vi) attaches any U.S. Internal Revenue Service forms required under Section
                                                                         -------
2.19 of the Five-Year Credit Agreement.                                         
----                                                                            

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

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

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

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

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

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

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SCHEDULE I  

to  

Assignment and Acceptance 
dated _______________ 

Percentage interest assigned:                                 ___%              

Assignee's Commitment:                             $_____________               

Aggregate outstanding principal                                                 
amount of Committed Advances                                                    
assigned:                                          $_____________               

Principal amount of Committed Note                                              
payable to Assignee:                               $_____________               

Principal amount of Committed Note                                              
payable to Assignor:                               $_____________               

Effective Date:                                    _____________, ____          

                             [NAME OF ASSIGNOR],
                       as Assignor

                                By:___________________
                Title:
                Dated:

                                [NAME OF ASSIGNEE], as
                    Assignee

                                By:___________________
                Title:
                Dated:

Applicable Lending Offices:   

                                 Domestic:     [address]

                                 Eurocurrency: [address]

                     Uncommitted
                                 Advances:     [address]

Accepted and approved,                                                          

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______________, _____                                                           

THE FIRST NATIONAL BANK OF CHICAGO,                                             
as Administrative Agent                                                         

By:_____________________                                                        
Title:                                                                          

Accepted and approved,                                                          
______________, ____                                                            

R.R. DONNELLEY & SONS                                                           
COMPANY                                                                       

By:_____________________                                                        
Title:                                                                          

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EXHIBIT B 

[Form of Assumption Letter] 

                                                    __________________, ____

To the Banks parties to the                                                     
Five-Year Credit Agreement referred                                           
to below                                                                      

Ladies and Gentlemen:                                                           

  Reference is made to the Five-Year Credit Agreement dated as of December
11, 1998 among R.R. Donnelley & Sons Company, the Banks named therein and The   
First National Bank of Chicago, as Administrative Agent for such Banks (as      
amended and in effect from time to time, the "Five-Year Credit Agreement").     
Terms defined in the Five-Year Credit Agreement and capitalized herein are used 
herein as defined therein.                                                      

The undersigned, ___________ (the "Subsidiary"), a _________________  
corporation, proposes to become a "Borrowing Subsidiary" under the Five-Year    
Credit Agreement, and accordingly agrees that from the date hereof it shall     
become a "Borrowing Subsidiary" under the Five-Year Credit Agreement and agrees 
that from the date hereof and until the payment in full of the principal of and 
interest on all Advances made to it under the Five-Year Credit Agreement and    
performance of all of its other obligations thereunder, and termination         
hereunder of its status as a "Borrowing Subsidiary" as provided below, it shall 
perform, comply with and be bound by each of the provisions of the Five-Year    
Credit Agreement which are stated to apply to the "Company", a "Borrowing       
Subsidiary" or a "Borrower".  Without limiting the generality of the foregoing, 
that Subsidiary represents and warrants that:  (i) each of the representations  
and warranties set forth in Sections 4(a), (b), (c) and (d) of the Five-Year    
       -------------  ---  ---     ---
Credit Agreement is hereby made by such Subsidiary on and as of the date hereof 
as if made on and as of the date hereof and as if such Subsidiary is the        
"Company", this Assumption Letter is the "Agreement" referenced therein and each
Note issued by such Borrowing Subsidiary is the "Note" referenced therein, and  
(ii) it has heretofore received a true and correct copy of the Five-Year Credit 
Agreement (including any modifications thereof or supplements or waivers        
thereto) as in effect on the date hereof.                                       

So long as the principal of and interest on all Advances made to the  
Subsidiary under the Five-Year Credit Agreement shall have been paid in full and
all other obligations of the Subsidiary shall have been fully performed, the    
Subsidiary may by not less than five Business Days' prior notice to the Banks   
terminate its status as a "Borrowing Subsidiary."                               

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The Subsidiary irrevocably and unconditionally submits, for itself and its
property, to the nonexclusive jurisdiction of any Illinois state court or       
federal court of the United States of America sitting in Chicago, Illinois, and 
any appellate court from any thereof, in any action or proceeding arising out of
or relating to this Assumption Letter, the Five-Year Credit Agreement or the    
Notes, or for recognition or enforcement of any judgment, and the Subsidiary    
irrevocably and unconditionally agrees that all claims in respect of any such   
action or proceeding may be heard and determined in any such Illinois state     
court or, to the extent permitted by law, in such federal court.  The Subsidiary
agrees that a final judgment in any such action or proceeding shall be          
conclusive and may be enforced in other jurisdictions by suit on the judgment or
in any other manner provided by law.  Nothing in this Assumption Letter shall   
affect any right that any Bank or the Administrative Agent may otherwise have to
bring any action or proceeding relating to this Assumption Letter, the Five-Year
Credit Agreement or the Notes in the courts of any jurisdiction.                

  The Subsidiary irrevocably and unconditionally waives, to the fullest extent
it may legally and effectively do so, any objection that it may now or hereafter
have to the laying of venue of any suit, action or proceeding arising out of or 
relating to this Assumption Letter, the Five-Year Credit Agreement or the Notes 
in any Illinois state or federal court.  The Subsidiary irrevocably waives, to  
the fullest extent permitted by law, the defense of an inconvenient forum to the
maintenance of such action or proceeding in any such court.                     

This Assumption Letter shall be governed by, and construed in accordance  
with, the laws of the State of Illinois.                                        

IN WITNESS WHEREOF, the Subsidiary has duly executed and delivered this   
Assumption Letter as of the date and year first above written.                  

[NAME OF BORROWING SUBSIDIARY]  

   By  _______________________________
Title:                          

   Address for Notices under
         the Five-Year Credit Agreement:

Consented to:                                                                   

R.R. DONNELLEY & SONS                                                           
COMPANY                                                                       

By:_______________________                                                      
Title:                                                                          

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EXHIBIT C       

FORM OF DESIGNATION AGREEMENT 

                                          Dated_______________, ____

  Reference is made to the Five-Year Credit Agreement dated as of December
11, 1998 (as amended or modified from time to time, the "Five-Year Credit       
                                                  ----------------
Agreement") among R.R. Donnelley & Sons Company, a Delaware corporation (the    
---------                                                                       
"Company"), the Banks (as defined in the Five-Year Credit Agreement) parties    
--------                                                                        
thereto and The First National Bank of Chicago, as Administrative Agent for the 
Banks (the "Administrative Agent").  Terms defined in the Five-Year Credit      
--------------------                                    
Agreement are used herein with the same meaning.                                

    __________________ (the "Designor") and _________________ (the "Designee")
                           --------                               --------
agree as follows:                                                               

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

2.  The Designor makes no representation or warranty and assumes no   
responsibility with respect to (i) any statements, warranties or representations
made in or in connection with the Five-Year Credit Agreement or the execution,  
legality, validity, enforceability, genuineness, sufficiency or value of, the   
Five-Year Credit Agreement or any other instrument or document furnished        
pursuant thereto; and (ii) the financial condition of the Company or any        
Borrowing Subsidiary or the performance or observance by the Company or any     
Borrowing Subsidiary of any of their respective obligations under the Five-Year 
Credit Agreement or any other instrument or document furnished pursuant thereto.

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

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

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

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

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

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

Effective Date:         ____________________, ____                              

[NAME OF DESIGNOR],   
as Designor         

            By:_______________________________
Title:              

[NAME OF DESIGNEE],   
as Designee         

            By:_______________________________
Title:              

        Applicable Lending Office (and
 address for notices):

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Accepted and approved,                                                          
_____________, ____                                                             

THE FIRST NATIONAL BANK                                                         
OF CHICAGO                                                                    
as Administrative Agent                                                         

By:_____________________                                                        
Title:                                                                          

Accepted and approved,                                                          
______________, ____                                                            

R.R. DONNELLEY & SONS                                                           
COMPANY                                                                       

By:_____________________                                                        
Title:                                                                          

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EXHIBIT D-1 

FORM OF COMMITTED NOTE  

                                                 Dated:_______________, ____

FOR VALUE RECEIVED, the undersigned, [R.R. DONNELLEY & SONS COMPANY, a
Delaware corporation] [NAME OF APPLICABLE BORROWING SUBSIDIARY, a               
__________________ corporation] (the "Company"), PROMISES TO PAY to the order of
   -------
________________________ (the "Bank") for the account of its Applicable Lending 
----              
Office on the Termination Date (each as defined in the Five-Year Credit         
Agreement referred to below) the aggregate principal amount of the Committed    
Advances made by the Bank to the Company pursuant to the Five-Year Credit       
Agreement dated as of December 11, 1998 among [the Company] [R.R. Donnelley &   
Sons Company], the Bank and certain other banks parties thereto, and The First  
National Bank of Chicago, as Administrative Agent for the Bank and such other   
banks (as amended or modified from time to time, the "Five-Year Credit          
                                            ----------------
Agreement"); the terms defined therein being used herein as therein defined)    
outstanding on the Termination Date.                                            

     The Company promises to pay interest on the unpaid principal amount of each
Committed Advance made to it from the date of such Committed Advance until such 
principal amount is paid in full, at such interest rates, and payable at such   
times, as are specified in the Five-Year Credit Agreement.                      

Both principal and interest are payable in lawful money of the United 
States of America to The First National Bank of Chicago, as Administrative      
Agent, at the address specified pursuant to Article II of the Five-Year Credit  
Agreement, in same day funds.  Each Committed Advance owing to the Bank by the  
Company pursuant to the Five-Year Credit Agreement, and all payments made on    
account of principal thereof, shall be recorded by the Bank and, prior to any   
transfer hereof, endorsed on the grid attached hereto which is part of this     
Promissory Note.                                                                

   This Promissory Note is one of the Committed Notes referred to in, and is
entitled to the benefits of, the Five-Year Credit Agreement. The Five-Year      
Credit Agreement, among other things, (i) provides for the making of Committed  
Advances by the Bank to the Company from time to time, the indebtedness of the  
Company resulting from each such Committed Advance being evidenced by this      
Promissory Note, and (ii) contains provisions for acceleration of the maturity  
hereof upon the happening of certain stated events and also for prepayments on  
account of principal hereof prior to the maturity hereof upon the terms and     
conditions therein specified.                                                   

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

                       [R.R. DONNELLEY & SONS COMPANY]
                     [NAME OF APPLICABLE BORROWING
   SUBSIDIARY]

                   By: _______________________
      Title:

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ADVANCES AND PAYMENTS OF PRINCIPAL  

      AMOUNT OF         UNPAID
     AMOUNT OF        PRINCIPAL PAID    PRINCIPAL     NOTATION
DATE          ADVANCE          OR PREPAID        BALANCE       MADE BY          
--------------------------------------------------------------------------------

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================================================================================

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EXHIBIT D-2 

FORM OF UNCOMMITTED NOTE  

U.S. $_______________                             Dated:  _______________, ____ 

FOR VALUE RECEIVED, the undersigned, [R.R. DONNELLEY & SONS COMPANY, a
Delaware corporation] [NAME OF APPLICABLE BORROWING SUBSIDIARY, a               
__________________ corporation] (the "Company"), PROMISES TO PAY to the order of
   -------
________________________ (the "Bank") for the account of its Applicable Lending 
----              
Office (as defined in the Five-Year Credit Agreement dated as of December 11,   
1998 among [the Company] [R.R. Donnelley & Sons Company], the Bank and certain  
other banks parties thereto, and The First National Bank of Chicago, as         
Administrative Agent for the Bank and such other banks (as amended or modified  
from time to time, the "Five-Year Credit Agreement"; the terms defined therein  
--------------------------      
being used herein as therein defined) on _______________, 19__, the principal   
amount of U.S.$______________.                                                  

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

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

Interest Payment Date(s):                                   

Both principal and interest are payable in lawful money of the United 
States of America to The First National Bank of Chicago, for the account of the 
Bank, at the address specified pursuant to Article II of the Five-Year Credit   
Agreement, in same day funds.                                                   

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

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

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

                       [R.R. DONNELLEY & SONS COMPANY]
                     [NAME OF APPLICABLE BORROWING
   SUBSIDIARY]

                       By:____________________________
    Title:

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EXHIBIT E-1 

NOTICE OF COMMITTED BORROWING 

[Administrative Agent's                                                         
name and address]                                                               

                                              [DATE]

Ladies and Gentlemen:                                                           

   The undersigned, ________________, refers to the Five-Year Credit Agreement
dated as of December 11, 1998 (as amended, modified or supplemented from time to
time, the "Five-Year Credit Agreement", the terms defined therein being used    
herein as therein defined), among [the undersigned,] [R.R. Donnelley & Sons     
Company (the "Company"], certain Banks parties thereto and The First National   
Bank of Chicago, as Administrative Agent for such Banks, and notifies you,      
pursuant to Section 2.02 of the Five-Year Credit Agreement, that the undersigned
------------                                            
requests a Committed Borrowing under the Five-Year Credit Agreement, and in that
connection sets forth below the information relating to such Committed Borrowing
(the "Proposed Committed Borrowing") as required by Section 2.02(a) of the Five-
                                       ---------------
Year Credit Agreement:                                                          

(i)  The Business Day of the Proposed Committed Borrowing is  
__________, ____.                                                       

        (ii)  The Type of Committed Advances comprising the Proposed Committed
Borrowing is [Base Rate Advances] [Eurocurrency Rate Advances].         

       (iii)  The currency for the Proposed Committed Borrowing is [Dollars]
[type of Alternative Currency].                                         

   (iv)  The aggregate amount of the Proposed Committed Borrowing is
$__________.                                                            

     (v)  The Interest Period for each Eurocurrency Rate Advance made as
part of the Proposed Committed Borrowing is ______ month[s].            

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

       (a)  the representations and warranties contained in subsections (a),
   (b), (c), (d), (f)(ii) and (h) through (p) of Section 4.01 of the Five-Year
                                ------------
    Credit Agreement are correct, before and after giving effect to the Proposed
Committed Borrowing and to the application of the proceeds therefrom, as
though made on and as of such date;                                     

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          (b)  no event has occurred and is continuing, or would result from the
Proposed Committed Borrowing or from the application of the proceeds  
     therefrom, that constitutes an Event of Default or that would constitute an
Event of Default but for the requirement that notice be given or time 
elapse or both; and                                                   

      (c)  the aggregate principal amount (or, in the case of securities
  issued at a discount from the principal amount at maturity, the accreted
amount) of indebtedness for borrowed money (after giving effect to the
   Proposed Committed Borrowing and the application of the proceeds thereof)
     of [the undersigned] [the Company] and its Subsidiaries does not exceed the
 maximum amount thereof presently authorized by [the undersigned's] [the
Company's] Board of Directors.                                        

Very truly yours,   

[NAME OF BORROWER]  

          By: __________________________
Title:      

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EXHIBIT E-2 

NOTICE OF UNCOMMITTED BORROWING 

_________________________                                                       
_________________________                                                       
_________________________                                                       

                                            [Date]

Attention: ____________________                               

Ladies and Gentlemen:                                                           

 The undersigned, _____________, refers to the Five-Year Credit Agreement,
dated as of December 11, 1998 ( as amended, modified or supplemented from time  
to time, the "Five-Year Credit Agreement", the terms defined therein being used 
herein as therein defined), among [the undersigned] [R.R. Donnelley & Sons      
Company (the "Company")], certain Banks parties thereto and The First National  
Bank of Chicago, as Administrative Agent for such Banks, and notifies you       
pursuant to Section 2.03 of the Five-Year Credit Agreement that the undersigned 
------------                                            
requests an Uncommitted Borrowing under the Five-Year Credit Agreement, and in  
that connection sets forth the terms on which such Uncommitted Borrowing (the   
"Proposed Uncommitted Borrowing") is requested to be made:                      

(A)                           Date:                    ________   ___________   

(B)                           Amount:                 $______________________   

(C)                           Type of Quote Requested:/1/                       

                            Uncommitted Borrowing Margin ___  Fixed Rate ___

(D)                           Maturity Date:           ______________________   

      Prepayment terms:                            May [not] be prepaid,
                                                      [with] [without] penalty

       Prepayment penalty:/2/                       ______________________

(E) Interest Payment Date(s):                          ___________________      

(F) Borrower:                                                                   

(G) Other terms:                                                                

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

       (a)  the representations and warranties contained in subsections (a),
(b), (c), (d), (f)(ii) and (h) through (p) of Section 4.01 are correct, 
   before and after giving effect to the Proposed Uncommitted Borrowing and to
   the application of the proceeds therefrom, as though made on and as of such
date;                                                                   

        (b)  no event has occurred and is continuing, or would result from the
Proposed Uncommitted Borrowing or from the application of the proceeds  
   therefrom, that constitutes an Event of Default or that would constitute an
    Event of Default but for the requirement that notice be given or time elapse
or both;                                                                

    (c)  the aggregate principal amount (or, in the case of securities
issued at a discount from the principal amount at maturity, the accreted
amount) of indebtedness for borrowed money (after giving effect to the  
    Proposed Uncommitted Borrowing and to the application of proceeds therefrom)
   of [the undersigned] [the Company] and its Subsidiaries does not exceed the
maximum amount thereof presently authorized by the Board of Directors of
[the undersigned] [the Company];                                        

 The undersigned confirms that the Proposed Uncommitted Borrowing is to be
made available to it in accordance with Section 2.03(a)(iv) of the Five-Year    
                   -------------------
Credit Agreement.                                                               

[NAME OF BORROWER]    

        By: __________________________
Title:        

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EXHIBIT F   

FORM OF NOTICE OF CONVERSION OR CONTINUATION  

TO:  The First National Bank of Chicago, as Administrative Agent (the 
         "Administrative Agent") under that certain Five-Year Credit Agreement
       dated as of December 11, 1998 (the "Five-Year Credit Agreement") by
and among R.R. Donnelley & Sons Company (the "Company"), the
Administrative Agent and the Banks parties thereto.         

 Pursuant to the terms and conditions of the Five-Year Credit Agreement,
this Notice of Conversion or Continuation ("Notice") represents the election of 
the Company to [insert one of the following]:                                   

/3/ convert $__________ in aggregate principal amount of Base Rate Advances to  
Eurocurrency Rate Advances on __________, _____.  The initial Interest Period 
for such Eurocurrency Rate Advances is requested to be a __________ (_____)   
month period.  [and] /4/                                                      

/5/ convert $__________ in aggregate principal amount of Eurocurrency Rate      
Advances with a current Interest Period ending _____________ to Base Rate     
Advances on __________, _____.                                                

/6/ continue as Eurocurrency Rate Advances $__________ in aggregate principal   
amount of presently outstanding Eurocurrency Rate Advances with a current     
Interest Period ending __________, for a _____ month period commencing on     
__________, _____.                                                            

Unless otherwise defined herein, terms defined in the Five-Year Credit
Agreement shall have the same meanings in this Notice.                          

Dated: __________, ____.                                                        

[NAME OF BORROWER]  

          By____________________________
          Title:________________________

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EXHIBIT G 

Opinion of Counsel to the Company 

December 11, 1998 

To each of the Banks parties to                                                 
the "Five-Year Credit Agreement" (as defined below),                            
and to The First National Bank                                                  
of Chicago, as Administrative Agent                                             

Re:  R.R. Donnelley & Sons Company                          
-----------------------------                     

Ladies and Gentlemen:                                                           

We have acted as counsel to R.R. Donnelley & Sons Company, a Delaware 
corporation (the "Company"), in connection with the Five-Year Credit Agreement  
of even date herewith (the "Five-Year Credit Agreement") among the Company, the 
financial institutions parties thereto (the "Banks") and The First National Bank
of Chicago, as Administrative Agent, and the transactions contemplated thereby. 

    This opinion is furnished to you at the request of the Company pursuant to
Section 3.01(a)(v) of the Five-Year Credit Agreement.  Capitalized terms used   
herein and not otherwise defined are used as defined in the Five-Year Credit    
Agreement.                                                                      

In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of the Five-Year Credit  
Agreement and the promissory notes delivered on the date hereof to the Banks    
signatory to the Five-Year Credit Agreement (the "Notes").                      

     In rendering the opinions set forth herein, we have also examined originals
or copies, certified to our satisfaction, of such (i) certificates of public    
officials, (ii) certificates of officers and representatives of the Company, and
(iii) other documents and records, and we have made such inquiries of officers  
and representatives of the Company, as we have deemed relevant or necessary as  
the basis for such opinions.  We have relied as to factual matters upon, and    
assumed the accuracy of, such certificates, the representations and warranties  
of the Company made in the Five-Year Credit Agreement, and other statements,    
documents and records supplied to us by the Company, and we have assumed the    
genuineness of all signatures (other than signatures of officers of the Company)
and the authenticity of all documents submitted to us as originals and the      
conformity to original documents of all documents submitted to us as certified  
or photostatic copies.                                                          

In rendering the opinions set forth herein, we have assumed that:     

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The First National Bank of Chicago, et al                                       
December [11], 1998                                                             
Page 2                                                                          

(i)  all the parties to the Five-Year Credit Agreement, other than the
Company, are duly organized, validly existing, and in good standing under the   
laws of their respective jurisdictions of organization and have the requisite   
corporate power to enter into the Five-Year Credit Agreement; and               

(ii) the execution and delivery of the Five-Year Credit Agreement have
been duly authorized by all necessary corporate action and proceedings on the   
part of all parties thereto other than the Company; the Five-Year Credit        
Agreement has been duly executed and delivered by all parties thereto and       
constitutes the valid and binding obligation of all parties thereto other than  
the Company, enforceable against such parties in accordance with its terms.     

   Based upon the foregoing and subject to the qualifications stated herein,
we are of the opinion that, as of the date hereof:                              

     1.  The Company has been duly organized and is validly existing and in good
standing under the laws of the State of Delaware.  The Company has the requisite
corporate power and authority to conduct its business as currently conducted.   

     2.  The Company has the requisite corporate power and authority to execute,
deliver and perform its obligations under the Five-Year Credit Agreement and the
Notes.  Such execution, delivery and performance:                               

    (a) have been duly authorized by all necessary and proper corporate action
of the Company,                                                       

 (b) do not violate any provision of the certificate of incorporation or
by-laws of the Company or require any approval of the Company's       
stockholders,                                                         

  (c) do not violate the General Corporation Law of the State of Delaware,
any law or regulation of the State of Illinois (including, without    
   limitation, any usury laws) or of the United States of America applicable
to the Company,                                                       

   (d) do not contravene that certain Indenture dated as of November 1,1990,
   between the Company and Citibank, N.A., as Trustee, or, to our knowledge,
any other material agreement or instrument binding on the Company.    

3.  The Five-Year Credit Agreement constitutes, and from and after the
initial Committed Borrowing the Committed Notes will constitute, the valid and  
binding obligations of the Company, enforceable in accordance with their        
respective terms.                                                               

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The First National Bank of Chicago, et al                                       
December [11], 1998                                                             
Page 3                                                                          

 4.  No approval, consent or authorization of, or filing or registration
with, any governmental department, agency or instrumentality is necessary for   
the Company's execution or delivery of the Five-Year Credit Agreement or the    
Notes, or for the Company's performance of any of the terms thereof.            

Our opinions above are subject to the following qualifications:       

   (a)  Our opinions relating to validity, binding effect and enforceability
in Paragraph 3 above are subject to limitations imposed by any applicable       
bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and   
similar laws affecting creditors' rights generally.  In addition, our opinions  
relating to enforceability in paragraph 3 above are subject to (i) the effect of
general principles of equity (regardless of whether considered in a proceeding  
in equity or at law) and (ii) limitations imposed by public policy under certain
circumstances on the enforceability of provisions indemnifying a party against  
liability for its own wrongful or negligent acts.  In applying principles of    
equity referred to in clause (i) above, a court, among other things, might not  
allow a creditor to accelerate maturity of a debt upon the occurrence of a      
default deemed immaterial.  Such principles applied by a court might include a  
requirement that a creditor act reasonably and in good faith.                   

(b)  Certain remedial and waiver provisions of the Five-Year Credit   
Agreement may be unenforceable in whole or in part, but the inclusion of such   
provisions does not affect the validity of the Five-Year Credit Agreement;      
however, the unenforceability of such provisions may result in delays in the    
enforcement of the Administrative Agent's and the Banks' rights and remedies    
under the Five-Year Credit Agreement (and we express no opinion as to the       
economic consequences, if any, of such delays).                                 

(c)  We express no opinion as to the effect of the compliance or      
noncompliance of the Administrative Agent or any of the Banks with any state or 
federal laws or regulations applicable to the Administrative Agent or any of the
Banks because of the Administrative Agent's or any of the Banks' legal or       
regulatory status, the nature of the business of the Administrative Agent or any
of the Banks or the qualification of any such party to conduct business in any  
jurisdiction.                                                                   

  The foregoing opinions are limited to the laws of the United States, the
State of Illinois and the General Corporation Law of the State of Delaware, and 
we express no opinion with respect to the laws of any other state or            
jurisdiction.                                                                   

     Whenever in this opinion reference is made to our knowledge, such reference
is to the conscious awareness of Dennis V. Osimitz, Jeffrey S. Rothstein and    
Tracey A. Nicastro of information regarding factual matters.  With respect to   
such matters, such persons have not, with your express permission and consent,  
undertaken any investigation or inquiry either of other                         

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The First National Bank of Chicago, et al                                       
December [11], 1998                                                             
Page 4                                                                          

lawyers, files maintained by the firm, or officers or employees of the Company  
or any of its Subsidiaries. The reference to "conscious awareness" as used in   
this paragraph has the meaning given that phrase in the Third-Party Legal       
                                                 -----------------
Opinion Report, Including the Legal Opinion Accord, of the Section of Business  
------------------------------------------------------------------------------  
Law, American Bar Association, 47 Bus. Law. 167, 192 (1991).                    
-----------------------------                                                   

 The opinions expressed herein are being delivered to you as of the date
hereof and are solely for your benefit in connection with the transactions      
contemplated in the Five-Year Credit Agreement and may not be relied on in any  
manner or for any purpose by any other person, nor any copies published,        
communicated or otherwise made available in whole or in part to any other person
or entity without our express prior written consent, except that you may furnish
copies thereof to each party that becomes a Bank after the date hereof pursuant 
to the Five-Year Credit Agreement, and such parties may rely on this opinion as 
if it had been originally addressed to them.                                    

     We do not express any opinion, either implicitly or otherwise, on any issue
not expressly addressed in numbered Paragraphs 1 through 4.  The opinions       
expressed above are based solely on facts, laws and regulations existing and in 
effect on the date hereof, and we assume no obligation to revise or supplement  
this opinion should such facts change or should such laws or regulations be     
changed by legislative or regulatory action, judicial decision or otherwise,    
notwithstanding that such changes may affect the legal analysis or conclusions  
contained in this opinion.                                                      

         Very truly yours,

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CERTIFICATE 

  I, ___________________, am the _____________ ___________________ of R.R.
Donnelley & Sons Company, a Delaware corporation (the "Company").  The Company  
is entering into a Five-Year Credit Agreement dated as of December 11, 1998,    
with the banks party thereto ("Banks") and The First National Bank of Chicago,  
as Administrative Agent ("Administrative Agent") for such Banks (the "Five-Year 
Credit Agreement").                                                             

    The Five-Year Credit Agreement requires that Sidley & Austin issue a legal
opinion to the Administrative Agent and the Banks.  In connection with such     
legal opinion, the Company certifies to Sidley & Austin that:                   

1.  Not more than twenty-five percent (25%) of the value of the assets
subject to any "arrangement" (as such term is used in Section 221.2(g)(1) of    
Regulation U of the Board of Governors of the Federal Reserve System) under the 
Five-Year Credit Agreement is represented by "margin stock" (as such term is    
defined in Regulation U of the Board of Governors of the Federal Reserve        
System).                                                                        

  2.  The Company has not granted to the Administrative Agent or the Banks
any direct security for the Company's obligations to the Administrative Agent   
and the Banks under the Five-Year Credit Agreement.                             

         R.R. DONNELLEY & SONS COMPANY

      By:_______________________
Title:              

Dated:  December 11, 1998                                                       

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EXHIBIT H 

Opinion of Counsel to a Borrowing Subsidiary  

[Date]  

To each of the Banks parties to                                                 
the "Five-Year Credit Agreement" (as defined below),                            
and to The First National Bank                                                  
of Chicago, as Administrative Agent                                             

Re:  [Borrowing Subsidiary]                                 
----------------------                            

Ladies and Gentlemen:                                                           

We have acted as counsel to R.R. Donnelley & Sons Company, a Delaware 
corporation (the "Company") and __________________, a ___________ corporation   
and Subsidiary of the Company (the "Borrowing Subsidiary"), in connection with  
the Five-Year Credit Agreement dated as of December 11, 1998 (as the same has   
been or may be amended, modified or supplemented, the "Five-Year Credit         
Agreement") among the Company, the financial institutions parties thereto (the  
"Banks") and The First National Bank of Chicago, as Administrative Agent, and   
the transactions contemplated thereby.                                          

    This opinion is furnished to you at the request of the Company pursuant to
Section 3.02(d) of the Five-Year Credit Agreement.  Capitalized terms used      
herein and not otherwise defined are used as defined in the Five-Year Credit    
Agreement.                                                                      

In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of the Five-Year Credit  
Agreement, the Assumption Letter of even date herewith executed by the Borrowing
Subsidiary and delivered to the Banks (the "Assumption Letter") and the         
promissory notes executed by the Borrowing Subsidiary on the date hereof and    
delivered to the Banks (the "Notes").                                           

     In rendering the opinions set forth herein, we have also examined originals
or copies, certified to our satisfaction, of such (i) certificates of public    
officials, (ii) certificates of officers and representatives of the Company and 
the Borrowing Subsidiary (including the certificate attached hereto (the        
"Certificate")), and (iii) other documents and records, and we have made such   
inquiries of officers and representatives of the Company and the Borrowing      
Subsidiary, as we have deemed relevant or necessary as the basis for such       
opinions.  We have relied as to factual matters upon, and assumed the accuracy  
of, such certificates, the representations and warranties of the Company and the
Borrowing Subsidiary made (or deemed made) in the Five-Year Credit Agreement and
the Assumption Letter, and other statements, documents and records              

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supplied to us by the Company and the Borrowing Subsidiary, and we have assumed 
the genuineness of all signatures (other than signatures of officers of the     
Borrowing Subsidiary) and the authenticity of all documents submitted to us as  
originals and the conformity to original documents of all documents submitted to
us as certified or photostatic copies.                                          

In rendering the opinions set forth herein, we have assumed that:     

   (i)  all the parties to the Five-Year Credit Agreement and the Assumption
Letter, other than the Borrowing Subsidiary, are duly organized, validly        
existing and in good standing under the laws of their respective jurisdictions  
of organization and have the requisite corporate power to enter into the Five-  
Year Credit Agreement and the Assumption Letter; and                            

(ii) the execution and delivery of the Five-Year Credit Agreement have
been duly authorized by all necessary corporate action and proceedings on the   
part of all parties thereto; the Five-Year Credit Agreement has been duly       
executed and delivered by all parties thereto and constitutes the valid and     
binding obligation of all parties thereto, other than the Borrowing Subsidiary, 
enforceable against such parties in accordance with its terms.                  

   Based upon the foregoing and subject to the qualifications stated herein,
we are of the opinion that, as of the date hereof:                              

1.  The Borrowing Subsidiary has been duly organized and is validly   
existing and in good standing under the laws of _____________.  The Borrowing   
Subsidiary has the requisite corporate power and authority to conduct its       
business as currently conducted.                                                

2.  The Borrowing Subsidiary has the requisite corporate power and    
authority to execute, deliver and perform its obligations under the Assumption  
Letter, the Five-Year Credit Agreement and the Notes.  Such execution, delivery 
and performance:                                                                

    (a) have been duly authorized by all necessary and proper corporate action
of the Borrowing Subsidiary,                                          

     (b) do not violate any provision of the certificate of incorporation or by-
   laws of the Borrowing Subsidiary or require any approval of the Borrowing
Subsidiary's stockholders,                                            

  (c) will not violate any law or regulation of ____________, the State of
   Illinois (including, without limitation, any usury laws) or of the United
States of America applicable to the Borrowing Subsidiary, and         

  (d) do not contravene any agreement set forth on the Certificate, or, to
  our knowledge, any other material agreement or instrument binding on the
Borrowing Subsidiary.                                                 

/7/ To be revised if the Borrowing Subsidiary is not a domestic       
corporation.                                                  

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3.  The Assumption Letter constitutes, and from and after the initial 
Committed Borrowing to the Borrowing Subsidiary, the Notes will constitute, the 
valid and binding obligations of the Borrowing Subsidiary, enforceable in       
accordance with their respective terms.                                         

 4.  No approval, consent or authorization of, or filing or registration
with, any governmental department, agency or instrumentality is necessary for   
the Borrowing Subsidiary's execution or delivery of the Assumption Letter or the
Notes, or for the Borrowing Subsidiary's performance of any of the terms        
thereof.                                                                        

Our opinions above are subject to the following qualifications:       

   (a)  Our opinions relating to validity, binding effect and enforceability
in Paragraph 3 above are subject to limitations imposed by any applicable       
bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and   
similar laws affecting creditors' rights generally.  In addition, our opinions  
relating to enforceability in paragraph 3 above are subject to (i) the effect of
general principles of equity (regardless of whether considered in a proceeding  
in equity or at law) and (ii) limitations imposed by public policy under certain
circumstances on the enforceability of provisions indemnifying a party against  
liability for its own wrongful or negligent acts.  In applying principles of    
equity referred to in clause (i) above, a court, among other things, might not  
allow a creditor to accelerate maturity of a debt upon the occurrence of a      
default deemed immaterial.  Such principles applied by a court might include a  
requirement that a creditor act reasonably and in good faith.                   

(b)  Certain remedial and waiver provisions of the Five-Year Credit   
Agreement applicable to the Borrowing Subsidiary pursuant to the Assumption     
Letter may be unenforceable in whole or in part, but the inclusion of such      
provisions does not affect the validity of the Assumption Letter; however, the  
unenforceability of such provisions may result in delays in the enforcement of  
the Administrative Agent's and the Banks' rights and remedies under the         
Assumption Letter (and we express no opinion as to the economic consequences, if
any, of such delays).                                                           

(c)  We express no opinion as to the effect of the compliance or      
noncompliance of the Administrative Agent or any of the Banks with any state or 
federal laws or regulations applicable to the Administrative Agent or any of the
Banks because of the Administrative Agent's or any of the Banks' legal or       
regulatory status, the nature of the business of the Administrative Agent or any
of the Banks or the qualification of any such party to conduct business in any  
jurisdiction.                                                                   

  The foregoing opinions are limited to the laws of the United States, the
State of Illinois and the corporate law of [jurisdiction where the Borrowing    
Subsidiary is incorporated] and we express no opinion with respect to the laws  
of any other state or jurisdiction.                                             

[Whenever in this opinion reference is made to our knowledge, such    
reference is to the conscious awareness of [insert appropriate names] of        
information regarding factual matters.  With respect to such matters, such      
persons have not, with your express permission and consent, undertaken any      
investigation or inquiry either of other lawyers, files maintained by the firm, 
or                                                                              

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Page 4                                                                          

officers or employees of the Company or any of its Subsidiaries (including      
without limitation the Borrowing Subsidiary). The reference to "conscious       
awareness" as used in this paragraph has the meaning given that phrase in the   
Third-Party Legal Opinion Report, Including the Legal Opinion Accord, of the    
----------------------------------------------------------------------------    
Section of Business Law, American Bar Association, 47 Bus. Law. 167, 192        
-------------------------------------------------                               
(1991).]                                                                        

 The opinions expressed herein are being delivered to you as of the date
hereof and are solely for your benefit in connection with the transactions      
contemplated in the Five-Year Credit Agreement and may not be relied on in any  
manner or for any purpose by any other person, nor any copies published,        
communicated or otherwise made available in whole or in part to any other person
or entity without our express prior written consent, except that you may furnish
copies thereof to each party that becomes a Bank after the date hereof pursuant 
to the Five-Year Credit Agreement, and such parties may rely on this opinion as 
if it had been originally addressed to them.                                    

     We do not express any opinion, either implicitly or otherwise, on any issue
not expressly addressed in numbered Paragraphs 1 through 4.  The opinions       
expressed above are based solely on facts, laws and regulations existing and in 
effect on the date hereof, and we assume no obligation to revise or supplement  
this opinion should such facts change or should such laws or regulations be     
changed by legislative or regulatory action, judicial decision or otherwise,    
notwithstanding that such changes may affect the legal analysis or conclusions  
contained in this opinion.                                                      

         Very truly yours,

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                                 By:______________________
              Title:

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Dated: ____________________                                                     

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-K405’ Filing		Date		First		Last			Other Filings
		12/11/03		19
		1/1/00		20
		12/31/99		51					10-K405,  11-K
		4/1/99
Filed on:		3/31/99							10-Q
		1/4/99		29		31
		1/1/99		13
For Period End:		12/31/98							10-K405/A
		12/11/98		1		107
		12/31/97		10		53			10-K405
		6/17/97		13
		12/21/94		20
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