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e10vq

FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended

June 30, 2005


o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 1-5667

Cabot Corporation

(Exact name of registrant as specified in its charter)


Delaware (State of Incorporation)		04-2271897 (I.R.S. Employer Identification No.)

Two Seaport Lane Boston, Massachusetts (Address of principal executive offices)		02210-2019 (Zip Code)

Registrant’s telephone number, including area code: (617) 345-0100

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes þ No o

Indicate the number of shares outstanding of each of the issuer’s classes of Common Stock, as of the latest practicable date.

As of August 3, 2005 the Company had 62,030,447 shares of Common
Stock, par value $1 per share, outstanding.

CABOT CORPORATION

INDEX


	Page
Part I. Financial Information

Item 1. Financial Statements

Consolidated Statements of Income (unaudited) for the Three Months Ended June 30, 2005 and 2004		3

Consolidated Statements of Income (unaudited) for the Nine Months Ended June 30, 2005 and 2004		4

Consolidated Balance Sheets (unaudited) as of June 30, 2005 and September 30, 2004		5

Consolidated Statements of Cash Flows (unaudited) for the Nine Months Ended June 30, 2005 and 2004		7

Consolidated Statement of Changes in Stockholders’ Equity (unaudited) for the Nine Months Ended June 30, 2005		8

Notes to Consolidated Financial Statements		9

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		22

Item 3. Quantitative and Qualitative Disclosures About Market Risk		36

Item 4. Controls and Procedures		36

Part II. Other Information

Item 1. Legal Proceedings		36

Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities		38

Item 5. Other Information		38

Item 6. Exhibits		39

EX-10.1 Credit Agreement dated August 3, 2005
EX-31.1 Section 302 Certification of CEO
EX-31.2 Section 302 Certification of CFO
EX-32.1 906 Section Certification of CEO & CFO

- 2 -

Part I. Financial Information

Item 1. Financial Statements

CABOT CORPORATION

CONSOLIDATED STATEMENTS OF INCOME
Three Months Ended June 30, 2005 and 2004

(In millions, except per share amounts)

UNAUDITED


	2005			2004
Net sales and other operating revenues	$	545		$	492
Cost of sales		427			363

Gross profit		118			129

Selling and administrative expenses		63			56
Research and technical expense		14			13

Income from operations		41			60

Interest and dividend income		2			2
Interest expense		(8	)		(8	)
Other income		1			1

Income from continuing operations before income taxes, equity in net income of affiliated companies and minority interest		36			55

Provision for income taxes		(9	)		(13	)
Equity in net income of affiliated companies, net of tax of $1 and $1		2			2
Minority interest in net income, net of tax of $1 and $1		(3	)		(3	)

Income from continuing operations		26			41

Discontinued operations:
Income from discontinued businesses, net of income taxes		—			1

Net income		26			42

Dividends on preferred stock, net of tax benefit		(1	)		—

Income available to common shares	$	25		$	42


Weighted-average common shares outstanding, in millions:
Basic		60			60

Diluted		69			69


Income per common share:
Basic:
Continuing operations	$	0.43		$	0.69
Income from discontinued businesses		—			0.01

Net income per share — basic	$	0.43		$	0.70

Diluted:
Continuing operations	$	0.39		$	0.61
Income from discontinued businesses		—			0.01

Net income per share — diluted	$	0.39		$	0.62


Dividends per common share	$	0.16		$	0.15

The accompanying notes are an integral part of these financial statements.

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CABOT CORPORATION

CONSOLIDATED STATEMENTS OF INCOME
Nine Months Ended June 30, 2005 and 2004

(In millions, except per share amounts)

UNAUDITED


	2005			2004
Net sales and other operating revenues	$	1,567		$	1,438
Cost of sales		1,202			1,071

Gross profit		365			367

Selling and administrative expenses		173			165
Research and technical expense		43			39
Goodwill asset impairment		90			—


Income from operations		59			163

Interest and dividend income		5			5
Interest expense		(24	)		(23	)
Other income (expense)		5			(3	)

Income from continuing operations before income taxes, equity in net income of affiliated companies and minority interest		45			142

Provision for income taxes		(30	)		(34	)
Equity in net income of affiliated companies, net of tax of $2 and $2		6			5
Minority interest in net income, net of tax of $2 and $2		(9	)		(6	)

Income from continuing operations		12			107

Discontinued operations:
Income from discontinued businesses, net of income taxes		—			1

Net income		12			108

Dividends on preferred stock, net of tax benefit		(2	)		(2	)

Income available to common shares	$	10		$	106


Weighted-average common shares outstanding, in millions:
Basic		60			60

Diluted		69			69


Income per common share:
Basic:
Continuing operations	$	0.18		$	1.77
Income from discontinued businesses		—			0.01

Net income per share — basic	$	0.18		$	1.78


Diluted:
Continuing operations	$	0.18		$	1.56
Income from discontinued businesses		—			0.01

Net income per share — diluted	$	0.18		$	1.57


Dividends per common share	$	0.48		$	0.45

The accompanying notes are an integral part of these financial statements.

- 4 -

CABOT CORPORATION

CONSOLIDATED BALANCE SHEETS
June 30, 2005 and September 30, 2004

(In millions)

ASSETS

UNAUDITED


	June 30,			September 30,
	2005			2004
Current assets:
Cash and cash equivalents	$	121		$	159
Short-term marketable securities investments		35			70
Accounts and notes receivable, net of reserve for doubtful accounts of $4 and $5		440			384
Inventories:
Raw materials		157			150
Work in process		158			145
Finished goods		168			143
Other		53			44

Total inventories		536			482

Prepaid expenses and other current assets		56			38
Deferred income taxes		42			40

Total current assets		1,230			1,173


Investments:
Equity affiliates		58			56
Long-term marketable securities and cost investments		7			37

Total investments		65			93


Property, plant and equipment		2,458			2,356
Accumulated depreciation and amortization		(1,529	)		(1,438	)

Net property, plant and equipment		929			918


Other assets:
Goodwill		24			111
Intangible assets, net of accumulated amortization of $9 and $8		6			7
Assets held for rent		37			33
Deferred income taxes		40			35
Other assets		43			56

Total other assets		150			242


Total assets	$	2,374		$	2,426

The accompanying notes are an integral part of these financial statements.

- 5 -

CABOT CORPORATION

CONSOLIDATED BALANCE SHEETS
June 30, 2005 and September 30, 2004

(In millions, except for share and per share amounts)

LIABILITIES & STOCKHOLDERS’ EQUITY

UNAUDITED


	June 30,			September 30,
	2005			2004
Current liabilities:
Notes payable to banks	$	27		$	24
Accounts payable and accrued liabilities		274			290
Deferred income taxes payable		1			—
Income taxes payable		46			50
Current portion of long-term debt		132			8

Total current liabilities		480			372


Long-term debt		375			506
Deferred income taxes		23			22
Other liabilities		289			290

Commitments and contingencies (Note I)

Minority interest		51			45

Stockholders’ equity:
Preferred stock:
Authorized: 2,000,000 shares of $1 par value
Series A Junior Participating Preferred Stock issued and outstanding: none
Series B ESOP Convertible Preferred Stock 7.75% Cumulative issued: 75,336 shares, outstanding: 45,138 and 47,534 shares (aggregate redemption value of $45 and $48)		62			64
Less cost of shares of preferred treasury stock		(38	)		(38	)
Common stock:
Authorized: 200,000,000 shares of $1 par value, issued and outstanding: 62,060,498 and 63,055,006 shares		62			63
Less cost of shares of common treasury stock		(5	)		(5	)
Additional paid-in capital		8			52
Retained earnings		1,198			1,218
Unearned compensation		(28	)		(49	)
Deferred employee benefits		(43	)		(45	)
Notes receivable for restricted stock		(16	)		(19	)
Accumulated other comprehensive loss		(44	)		(50	)

Total stockholders’ equity		1,156			1,191


Total liabilities and stockholders’ equity	$	2,374		$	2,426

The accompanying notes are an integral part of these financial statements.

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CABOT CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine Months Ended June 30, 2005 and 2004

(In millions)

UNAUDITED


	2005			2004
Cash Flows from Operating Activities:

Net income	$	12		$	108
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization		106			98
Deferred tax provision		5			6
Equity in income of affiliated companies		(6	)		(5	)
Goodwill asset impairment		90			—
Other asset impairment charges		2			1
Non-cash compensation		21			18
Other non-cash charges, net		14			6
Changes in assets and liabilities:
Accounts and notes receivable		(51	)		(41	)
Inventory		(50	)		(15	)
Prepaid expenses and other current assets		8			(11	)
Accounts payable and accrued liabilities		(27	)		(1	)
Income taxes payable		6			(2	)
Other liabilities		(25	)		(4	)
Other, net		(7	)		(5	)

Cash provided by operating activities		98			153


Cash Flows from Investing Activities:

Additions to property, plant and equipment		(114	)		(66	)
Proceeds from sales of property, plant and equipment		1			2
Increase in assets held for rent		(4	)		(6	)
Purchase of marketable securities investments		(94	)		(65	)
Purchase of investment in equity affiliates		—			(1	)
Proceeds from maturity of marketable securities investments		159			—

Cash used in investing activities		(52	)		(136	)


Cash Flows from Financing Activities:

Repayments of long-term debt		(5	)		(15	)
Increase in short-term debt		3			10
Purchases of common stock		(47	)		(52	)
Sales of common stock		3			8
Cash dividends paid to stockholders		(32	)		(30	)
Cash dividends paid to minority interest stockholders		(8	)		(6	)
Restricted stock loan repayments		2			5

Cash used in financing activities		(84	)		(80	)


Effect of exchange rate changes on cash		—			1

(Decrease) in cash and cash equivalents		(38	)		(62	)
Cash and cash equivalents at beginning of period		159			247

Cash and cash equivalents at end of period	$	121		$	185

The accompanying notes are an integral part of these financial statements.

- 7 -

CABOT CORPORATION

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY
Nine Months Ended June 30, 2005

(In millions)

UNAUDITED


	Preferred
	Stock,			Common																		Notes
	net			Stock,									Accumulated									Receivable
	of			net of			Additional						Other						Deferred			from			Total			Total
	Treasury			Treasury			Paid-in			Retained			Comprehensive			Unearned			Employee			Restricted			Stockholders’			Comprehensive
	Stock			Stock			Capital			Earnings			Loss			Compensation			Benefits			Stock			Equity			Income (Loss)
Balance at September 30, 2004	$	26		$	58		$	52		$	1,218		$	(50	)	$	(49	)	$	(45	)	$	(19	)	$	1,191


Net income											12																		12

Foreign currency translation adjustment														14															14

Change in unrealized loss on derivative instruments														(8	)														(8	)


Total comprehensive income																										18			18

Common dividends paid											(30	)														(30	)

Issuance of stock under employee compensation plans, net of forfeitures					—																					—

Purchase and retirement of common stock					(1	)		(46	)																	(47	)

Preferred stock conversion		(2	)					2																		—

Preferred dividends paid to Employee Stock Ownership Plan, net of tax benefit											(2	)														(2	)

Principal payment by Employee Stock Ownership Plan under guaranteed loan																				2						2

Amortization of unearned compensation																	21									21

Notes receivable for restricted stock- payments and forfeitures																							3			3


Balance at June 30, 2005	$	24		$	57		$	8		$	1,198		$	(44	)	$	(28	)	$	(43	)	$	(16	)	$	1,156

The accompanying notes are an integral part of these financial statements.

- 8 -

CABOT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2005
UNAUDITED

A.		Basis of Presentation

		The consolidated financial statements include the accounts of Cabot Corporation and its majority-owned and controlled U.S. and non-U.S. subsidiaries (“Cabot” or the “Company”). Intercompany transactions have been eliminated.

		The unaudited consolidated financial statements have been prepared in accordance with the requirements of Form 10-Q and consequently do not include all disclosures required by Form 10-K. Additional information may be obtained by referring to Cabot’s Annual Report on Form 10-K for the fiscal year ended September 30, 2004 (“2004 10-K”).

		The financial information submitted herewith is unaudited and reflects all adjustments which are, in the opinion of management, necessary to provide a fair statement of the results for the interim periods ended June 30, 2005 and 2004. All such adjustments are of a normal recurring nature. The results for interim periods are not necessarily indicative of the results to be expected for the fiscal year.

		Certain amounts in fiscal 2004 have been reclassified to conform to the fiscal 2005 presentation.

B.		Significant Accounting Policies

		*Revenue Recognition*

		Cabot’s revenue recognition policies are in compliance with Staff Accounting Bulletin (“SAB”) No. 104, “Revenue Recognition”, which establishes criteria that must be satisfied before revenue is realized or realizable and earned.

		Cabot primarily derives its revenues from the sale of specialty chemicals, tantalum and related products, and from the rental and sale of cesium formate. Revenue from product sales is typically recognized when the product is shipped and title and risk of loss have passed to the customer. Revenue from the rental of cesium formate is recognized throughout the job’s rental period based on the contracted rental amount. Customers are also billed and revenue is recognized, typically at the end of the job, for cesium formate product that is not returned. Other operating revenues, which represent less than ten percent of total revenues, include tolling, servicing and royalties for licensed technology.

		Cabot recognizes revenue when persuasive evidence of a sales arrangement exists, delivery has occurred, the sales price is fixed or determinable and collectibility is probable. Cabot generally is able to ensure that products meet customer specifications prior to shipment.

		Under certain multi-year supply contracts with declining prices and minimum volumes, Cabot recognizes revenue based on the estimated average selling price over the contract lives. At June 30, 2005 and September 30, 2004, Cabot had $2 million and $3 million, respectively, of deferred revenue related to certain supply agreements, representing the difference between the billed price and the estimated average selling price. The deferred revenue will be recognized as customers purchase the contracted minimum volumes through December 2006.

		Cabot prepares its estimates for sales returns and allowances, discounts and volume rebates quarterly based primarily on historical experience and contractual obligations updated for changes in facts and circumstances, as appropriate. The Company offers certain of its customers cash discounts and volume rebates as sales incentives. The discounts and rebates are recorded as a reduction of sales at the time revenue is recognized based on historical experience. Rebates are estimated and recorded based primarily on historical experience and contractual obligations. A provision for sales returns and allowances is recorded as a reduction of sales at the time of sale based on historical experience.

- 9 -

CABOT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

June 30, 2005
UNAUDITED

		Accounts and notes receivable as of June 30, 2005 and September 30, 2004, primarily include trade accounts receivable, which arise in the normal course of business, income tax receivables of $18 million for each period and the current portion of notes receivable of $10 million and $5 million, respectively. Trade receivables are recorded at the invoiced amount and generally do not bear interest. Cabot maintains allowances for doubtful accounts for estimated losses resulting from the potential inability of its customers to make required payments primarily based on historical experience. Customer account balances are charged off against the allowance when it is probable the receivable will not be recovered. Provisions and charge-offs in the third quarter of fiscal 2005 and 2004 were not material. There is no off-balance sheet credit exposure related to customer receivable balances.

		Shipping and handling charges related to sales transactions are recorded as sales revenue when billed to customers or included in the sales price in accordance with Emerging Issues Task Force (“EITF”) 00-10, “Accounting for Shipping and Handling Fees and Costs”. Shipping and handling costs are included in cost of sales.

		*Equity Incentive Plans*

		Cabot has equity compensation plans under which stock options and restricted stock awards are granted to employees. The plans are described more fully in Note N of Cabot’s 2004 10-K. In accordance with the provisions of the Statement of Financial Accounting Standard (“FAS”) No. 123, “Accounting for Stock-Based Compensation”, Cabot accounts for stock-based compensation plans using the intrinsic value method consistent with Accounting Principles Board Opinion (“APB”) No. 25, “Accounting for Stock Issued to Employees”, and related interpretations.

		The following table illustrates the effect on net income and earnings per share if Cabot had applied the fair value recognition provisions of FAS No. 123:


	Three Months Ended						Nine Months Ended
	June 30,						June 30,
	2005			2004			2005			2004
(Dollars in millions, except per share amounts)
Net income, as reported	$	26		$	42		$	12		$	108
Add: Stock-based compensation expense included in reported net income, net of related tax effects		5			4			15			12
Deduct: Stock-based compensation using fair value method for all awards, net of related tax effects		(5	)		(4	)		(16	)		(13	)

Pro forma net income	$	26		$	42		$	11		$	107

Net income per common share:
Basic, as reported	$	0.43		$	0.70		$	0.18		$	1.78
Basic, pro forma	$	0.43		$	0.69		$	0.16		$	1.76
Diluted, as reported	$	0.39		$	0.62		$	0.18		$	1.57
Diluted, pro forma	$	0.39		$	0.61		$	0.16		$	1.55

		The effects of applying the fair value method in this pro forma disclosure are not necessarily indicative of future amounts.

C.		Discontinued Operations

		In the third quarter of fiscal 2004, Cabot recorded insurance recovery proceeds of $1 million related to various businesses that Cabot had presented as discontinued businesses in previous years. In the first

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CABOT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

June 30, 2005
UNAUDITED

		quarter of fiscal 2004, Cabot recorded a loss from discontinued operations of $1 million for a litigation reserve related to a previously divested business. In the second quarter of fiscal 2004, the litigation was settled and the reserve was reduced to zero. These amounts, net of income taxes, are classified as income from operations of a discontinued business in the consolidated statements of income.

D.		Goodwill and Other Intangible Assets

		The carrying amount of goodwill attributable to each reportable segment with goodwill balances and the changes in those balances during the nine months ended June 30, 2005 are as follows:


	Chemicals		Supermetals
	Business		Business			Total
(Dollars in millions)
Balance at September 30, 2004	$	24	$	87		$	111
Foreign exchange translation adjustment		—		3			3
Goodwill asset impairment		—		(90	)		(90	)

Balance at June 30, 2005	$	24	$	—		$	24

		In the second quarter of fiscal 2005, management determined, based on a combination of factors associated with the anticipated future performance of the Supermetals Business, that the fair value of this reporting unit was more likely than not below its carrying amount and thus a goodwill impairment analysis was necessary. These factors included the continuing trend toward the use of smaller tantalum capacitors in electronics devices resulting in significantly less tantalum powder being required for each capacitor, the continued high inventory levels in the supply chain and the expected decrease in tantalum powder sales volume and pricing as the business transitions from fixed volume and price contracts over the next two years.

		As part of this analysis, FAS No. 142, “Goodwill and Other Intangibles”, requires the comparison of the estimated fair value of the reporting unit with its carrying value. The fair value of the Supermetals Business was determined based on estimated discounted future cash flows. As a result of the analysis, it was determined that a full impairment of goodwill existed, requiring a write-off of the entire $90 million goodwill balance of the reporting unit during the second quarter. Additionally, in connection with this goodwill impairment analysis, the Company performed an analysis under FAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” related to the Supermetals Business and determined that no other impairment existed.

		The resulting $90 million impairment of the Supermetals Business goodwill is reported as a component of income from continuing operations in the accompanying consolidated statements of income.

		As required by FAS No. 142, impairment tests are performed at least annually. The Company performs its annual impairment assessment for goodwill during the third quarter of each fiscal year. During the third quarter of fiscal 2005, Cabot performed its annual FAS No. 142 impairment test (other than with respect to the Supermetals Business, for which the impairment analysis was performed in the second fiscal quarter) and determined that there was no impairment.

		Cabot does not have any indefinite-lived intangible assets. As of June 30, 2005 and September 30, 2004 Cabot had finite-lived intangible assets of $6 million and $7 million, respectively. These intangible assets at June 30, 2005 are comprised of $13 million for patents and $2 million for other intellectual property less related accumulated amortization of $8 million for patents and $1 million for other intellectual property. These intangible assets at September 30, 2004 are comprised of $13 million for patents and $2 million for other intellectual property less related accumulated amortization of $7 million for patents and $1 million for other intellectual property. Intangible assets are amortized over their estimated useful lives, which range from two to fifteen years. Estimated amortization expense is expected to be $1 million in each of the next five fiscal years.

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CABOT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

June 30, 2005
UNAUDITED

E.		Asset Retirement Obligations

		In October 2004, Cabot announced its plan to shut down its carbon black manufacturing facility in Altona, Australia. As part of the closure plan, Cabot has recorded an asset retirement obligation of $2 million for costs related to the site remediation and restoration. These costs are expected to be paid out over the next fifteen months. During the three months ended June 30, 2005, Cabot did not make any cash payments related to this obligation.

		In fiscal 2003, Cabot announced the closure of its carbon black manufacturing facility in Zierbena, Spain. The facility is located on leased land and Cabot is required to perform site remediation and restoration activities as a condition of the lease agreement. At June 30, 2005, Cabot had a liability of $4 million for these costs, which are expected to be paid over the next six to twelve months. Cabot made cash payments of $1 million in each of the three month periods ending June 30, 2005 and 2004 for costs associated with the closing of the plant in Zierbena, Spain.

		Cabot also has a $3 million reserve related to the decommissioning of storage bins used in the Supermetals Business that cannot be disposed of without governmental approval. Cabot expects this liability to be paid over the next two to three years.

		The following is a description of the changes to the Company’s asset retirement obligations for the nine months ended June 30, 2005:


(Dollars in millions)
Asset retirement obligations at September 30, 2004	$	8
Additions		2
Cash paid		(2	)
Foreign exchange translation adjustment		1

Asset retirement obligations at June 30, 2005	$	9

		At June 30, 2005, the asset retirement obligations are included in accrued expenses in the consolidated balance sheets.

F.		Employee Benefit Plans

		Net periodic defined benefit pension and other postretirement benefit costs include the following components for the three months ended June 30, 2005 and 2004:


	Three Months Ended June 30,
	2005						2004						2005					2004
	Pension Benefits												Postretirement Benefits
	U.S.			Foreign			U.S.			Foreign			U.S.			Foreign		U.S.		Foreign
(Dollars in millions)
Service cost	$	2		$	2		$	1		$	2		$	1		$	—	$	1	$	—
Interest cost		2			3			2			3			1			1		2		—
Expected gain on plan assets		(3	)		(2	)		(3	)		(2	)		—			—		—		—
Recognized loss		—			1			—			1			1			—		1		—
Amortization of prior service cost		—			—			—			—			(1	)		—		—		—

Net periodic benefit cost	$	1		$	4		$	—		$	4		$	2		$	1	$	4	$	—

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CABOT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

June 30, 2005
UNAUDITED

Net periodic defined benefit pension and other postretirement benefit costs include the following components for the nine months ended June 30, 2005 and 2004:


	Nine Months Ended June 30,
	2005						2004						2005					2004
	Pension Benefits												Postretirement Benefits
	U.S.			Foreign			U.S.			Foreign			U.S.			Foreign		U.S.		Foreign
(Dollars in millions)
Service cost	$	4		$	5		$	4		$	5		$	2		$	—	$	2	$	—
Interest cost		5			9			5			8			4			1		5		—
Expected gain on plan assets		(8	)		(8	)		(8	)		(7	)		—			—		—		—
Recognized loss		—			3			—			3			2			—		2		—
Amortization of prior service cost		—			—			—			—			(2	)		—		—		—

Net periodic benefit cost	$	1		$	9		$	1		$	9		$	6		$	1	$	9	$	—

		In connection with the Altona plant closure, the Company recorded a charge of $2 million in the first quarter of fiscal 2005 for special termination benefits related to the severance and employee benefits program offered to employees. This has been included as a component of the Altona restructuring charges.

G.		Guarantee Agreements

		Cabot has provided certain indemnities pursuant to which it may be required to make payments to an indemnified party in connection with certain transactions and agreements. In connection with certain acquisitions and divestitures, Cabot has provided routine indemnities with respect to such matters as environmental, tax, insurance, product and employee liabilities. In connection with various other agreements, including service and supply agreements, Cabot may provide routine indemnities for certain contingencies and routine warranties. In most cases, a maximum obligation is not explicitly stated, thus the potential amount of future maximum payments cannot be reasonably estimated. The duration of the indemnities varies, and in many cases is indefinite. Cabot has not recorded any liability for these indemnities in the consolidated financial statements, except as otherwise disclosed.

H.		Restructuring

		Altona Restructuring

		In October 2004, Cabot initiated a plan to shut down its Altona, Australia carbon black manufacturing facility due to Cabot’s raw materials supplier’s indication that it would cease supply in September 2005, as well as the decline of the carbon black market in Australia. As of June 30, 2005, Cabot expects the shut down plan to result in a pre-tax charge to earnings of approximately $23 million, which will be offset by gains on the sale of the land on which the facility is located. These gains are estimated to be between approximately $7 million and $10 million (net of transaction costs). The $23 million of estimated charges includes approximately $7 million for severance and employee benefits, $6 million for accelerated depreciation of the facility assets, $1 million for the demolition of the facility, $2 million for asset retirement obligations related to site remediation and restoration and $7 million for the realization of foreign currency translation adjustments. As of June 30, 2005, Cabot has recorded $11 million of these charges in the consolidated statements of income and anticipates that the remaining $12 million of charges will be incurred over the next fifteen months in connection with the closure, demolition and site remediation and restoration of the property.

- 13 -

CABOT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

June 30, 2005
UNAUDITED

Details of the Altona restructuring activity and the reserve during the three months ended June 30, 2005 are as follows:


	Severance		Asset
	and Employee		Retirement		Accelerated
	Benefits		Obligation		Depreciation			Total
(Dollars in millions)
Reserve at March 31, 2005	$	2	$	2	$	—		$	4
Charges for three months ended June 30, 2005		2		—		2			4
Costs charged against assets		—		—		(2	)		(2	)

Reserve at June 30, 2005	$	4	$	2	$	—		$	6

Details of the Altona restructuring activity and the reserve during the nine months ended June 30, 2005 are as follows:


	Severance			Asset
	and Employee			Retirement		Accelerated
	Benefits			Obligation		Depreciation			Total
(Dollars in millions)
Reserve at September 30, 2004	$	—		$	—	$	—		$	—
Charges for nine months ended June 30, 2005		6			—		5			11
Costs charged against assets/ liabilities		(2	)		—		(5	)		(7	)
Recognition of asset retirement obligation		—			2		—			2

Reserve at June 30, 2005	$	4		$	2	$	—		$	6

		European and Zierbena Restructuring

		As of June 30, 2005, the Company had restructuring reserves for severance and employee benefits of $1 million related to the fiscal 2003 European restructuring plan and the closure of Cabot’s carbon black manufacturing facility in Zierbena, Spain and $4 million of asset retirement obligations related to site remediation and restoration of the facility in Zierbena, Spain. At June 30, 2005, $9 million of foreign currency translation adjustments existed related to the Zierbena entity. These will be realized upon substantial liquidation of this entity. Cabot expects the remaining charges to be paid out over the next six to twelve months in connection with the completion of the site remediation and restoration.

		Details of the activity in the European and Zierbena restructuring reserve during the three months ended June 30, 2005 are as follows:


	Severance			Asset
	and Employee			Retirement
	Benefits			Obligation			Total
(Dollars in millions)
Reserve at March 31, 2005	$	2		$	5		$	7
Cash paid		(1	)		(1	)		(2	)

Reserve at June 30, 2005	$	1		$	4		$	5

- 14 -

CABOT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

June 30, 2005
UNAUDITED

Details of the activity in the European and Zierbena restructuring reserve during the nine months ended June 30, 2005 are as follows:


	Severance			Asset
	and Employee			Retirement
	Benefits			Obligation			Total
(Dollars in millions)
Reserve at September 30, 2004	$	5		$	5		$	10
Charges for nine months ended June 30, 2005		1			—			1
Cash paid		(5	)		(2	)		(7	)
Foreign exchange translation adjustment		—			1			1

Reserve at June 30, 2005	$	1		$	4		$	5

		As of June 30, 2005, the reserve balances for the Altona, European and Zierbena restructurings are included in accrued expenses in the consolidated balance sheets.

		Restructuring costs were recorded in the consolidated statements of income for the three and nine months ended June 30, 2005 and 2004 as follows:


	Three Months Ended				Nine Months Ended
	June 30,				June 30,
	2005		2004		2005		2004
(Dollars in millions)
Cost of sales	$	4	$	1	$	11	$	3
Selling and administrative expense		—		—		1		1

Total	$	4	$	1	$	12	$	4

I.		Commitments and Contingencies

		As of June 30, 2005 and September 30, 2004, Cabot had approximately $19 million and $20 million, respectively, reserved for environmental matters primarily related to divested businesses. This reserve represents Cabot’s best estimate of its share of costs likely to be incurred at those sites where costs are reasonably estimable based on its analysis of the extent of clean up required, alternative clean up methods available, abilities of other responsible parties to contribute and its interpretation of laws and regulations applicable to each site. At June 30, 2005, $5 million of the $19 million reserve for the environmental matters is recognized on a discounted basis and is being accreted up to the undiscounted liability through interest expense over the expected cash flow period.

		Cabot has exposure in connection with a safety respiratory products business that a subsidiary acquired from American Optical Corporation (“AO”) in an April 1990 asset transaction. As more fully described in the 2004 10-K, the Company’s respirator liabilities involve claims for personal injury, including asbestosis and silicosis, allegedly resulting from the use of AO respirators that are alleged to have been negligently designed or labeled. As of June 30, 2005, there were approximately 92,500 claimants in pending cases asserting claims against AO in connection with respiratory products. In the third quarter of fiscal year 2003, Cabot recorded a reserve to cover its share of liability for existing and future respirator liability claims. The book value of the reserve is being accreted up to the undiscounted liability through interest expense over the expected cash flow period, and, at June 30, 2005, is approximately $18 million (or $32 million on an undiscounted basis).

		Cabot is a party to various other lawsuits and subject to other claims and contingent liabilities arising in the ordinary course of its business. Although final disposition of some or all of these suits and claims may impact Cabot’s financial statements in a particular period, the Company does not expect the disposition of these suits and claims, in the aggregate, to have a material adverse effect on Cabot’s financial position.

- 15 -

CABOT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

June 30, 2005
UNAUDITED

J.		Stockholders’ Equity

		The following table summarizes the changes in shares of stock for the three months ended June 30, 2005:


Preferred Stock (in thousands)
Balance at March 31, 2005	62

Balance at June 30, 2005	62


Preferred Treasury Stock (in thousands)
Balance at March 31, 2005	17

Balance at June 30, 2005	17


Common Stock (in thousands)
Balance at March 31, 2005	63,073
Issued common stock	95
Purchased and retired common stock	(1,208	)
Converted preferred stock	101

Balance at June 30, 2005	62,061


Common Treasury Stock (in thousands)
Balance at March 31, 2005	157

Balance at June 30, 2005	157

The following table summarizes the changes in shares of stock for the nine months ended June 30, 2005:


Preferred Stock (in thousands)
Balance at September 30, 2004	64
Converted preferred stock	(2	)

Balance at June 30, 2005	62


Preferred Treasury Stock (in thousands)
Balance at September 30, 2004	17

Balance at June 30, 2005	17


Common Stock (in thousands)
Balance at September 30, 2004	63,055
Issued common stock	275
Purchased and retired common stock	(1,620	)
Converted preferred stock	351

Balance at June 30, 2005	62,061


Common Treasury Stock (in thousands)
Balance at September 30, 2004	162
Issued common treasury stock	(5	)

Balance at June 30, 2005	157

- 16 -

CABOT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

June 30, 2005
UNAUDITED

K.		Comprehensive Income (Loss)

		The pre-tax, tax and after-tax effects of the components of other comprehensive income (loss) for the three months and nine months ended June 30, 2005 and 2004 are as follows:


	Pre-Tax			Tax		After-Tax
Three months ended June 30, 2005
Foreign currency translation adjustments	$	(15	)	$	—	$	(15	)
Unrealized holding gain arising during period on derivative instruments		1			—		1

Other comprehensive loss	$	(14	)	$	—	$	(14	)


Three months ended June 30, 2004
Foreign currency translation adjustments	$	(13	)	$	—	$	(13	)
Unrealized holding loss arising during period on derivative instruments		(8	)		3		(5	)

Other comprehensive loss	$	(21	)	$	3	$	(18	)


Nine months ended June 30, 2005
Foreign currency translation adjustments	$	14		$	—	$	14
Unrealized holding loss arising during period on derivative instruments		(12	)		4		(8	)

Other comprehensive income	$	2		$	4	$	6


Nine months ended June 30, 2004
Foreign currency translation adjustments	$	16		$	—	$	16
Unrealized holding loss arising during period on available-for-sale securities		(3	)		2		(1	)
Unrealized holding loss arising during period on derivative instruments		(10	)		3		(7	)

Other comprehensive income	$	3		$	5	$	8

The balance of the after-tax components comprising accumulated other comprehensive income (loss) as of June 30, 2005 and September 30, 2004 is summarized below:


	June 30,			September 30,
	2005			2004
(Dollars in millions)
Foreign currency translation adjustments	$	(16	)	$	(30	)
Unrealized holding gain on available-for-sale securities		1			1
Unrealized holding loss on derivative investments		(14	)		(6	)
Minimum pension liability adjustment		(15	)		(15	)

Accumulated other comprehensive loss	$	(44	)	$	(50	)

- 17 -

CABOT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

June 30, 2005
UNAUDITED

L.		Earnings Per Share

		Basic and diluted earnings per share (“EPS”) were calculated for the three months and nine months ended June 30, 2005 and 2004 as follows:


	Three Months Ended June 30,						Nine Months Ended June 30,
	2005			2004			2005			2004
(In millions, except per share amounts)
Basic EPS:
Income available to common shares (numerator)	$	25		$	42		$	10		$	106

Weighted average common shares outstanding		63			62			63			62
Less: contingently issuable shares ⁽¹⁾		(3	)		(2	)		(3	)		(2	)

Adjusted weighted average common shares (denominator)		60			60			60			60

Basic EPS	$	0.43		$	0.70		$	0.18		$	1.78


Diluted EPS:
Income available to common shares	$	25		$	42		$	10		$	106
Dividends on preferred stock		1			—			2			2

Income available to common shares plus assumed conversions (numerator)	$	26		$	42		$	12		$	108

Weighted average common shares outstanding		60			60			60			60
Effect of dilutive securities ⁽²⁾
Assumed conversion of preferred stock		7			7			7			7
Common shares issuable ^{(3) (4)}		2			2			2			2

Adjusted weighted average shares (denominator)		69			69			69			69

Diluted EPS	$	0.39		$	0.62		$	0.18		$	1.57



	⁽¹⁾		Represents outstanding restricted stock issued under Cabot’s Equity Incentive Plans.

	⁽²⁾		Represents outstanding restricted stock and stock options issued under Cabot’s Equity Incentive Plans.

	⁽³⁾		For the three- and nine-month periods ending June 30, 2005, options to purchase 0.3 million and 0.1 million, respectively, shares of common stock were not included in the calculation of diluted earnings per share because those options’ exercise prices were greater than the average market price of Cabot commonstock.

	⁽⁴⁾		For the three- and nine-month periods ending June 30, 2004, options to purchase zero and 0.3 million, respectively, shares of common stock were not included in the calculation of diluted earnings per share because those options’ exercise prices were greater than the average market price of Cabot common.

M.		Financial Information by Segment

		The framework for segment reporting is intended to give financial statement users a view of Cabot “through the eyes of management”. It designates Cabot’s internal management reporting structure as the basis for determining Cabot’s reportable segments, as well as the basis for determining the information to be disclosed for those segments.

- 18 -

CABOT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

June 30, 2005
UNAUDITED

The following table provides financial information by segment for the three months and nine months ended June 30, 2005 and 2004:


	Chemicals		Supermetals		Specialty		Segment		Unallocated and			Consolidated
(Dollars in millions)	Business		Business ⁽¹⁾		Fluids		Total		Other⁽²⁾			Total

Three months ended June 30, 2005

Net sales and other operating revenues ⁽³⁾	$	444	$	93	$	11	$	548	$	(3	)	$	545
Income (loss) before taxes ⁽⁴⁾	$	30	$	13	$	5	$	48	$	(12	)	$	36

Three months ended June 30, 2004
Net sales and other operating revenues ⁽³⁾	$	398	$	86	$	4	$	488	$	4		$	492
Income (loss) before taxes ⁽⁴⁾	$	45	$	18	$	—	$	63	$	(8	)	$	55

Nine months ended June 30, 2005
Net sales and other operating revenues ⁽³⁾	$	1,276	$	256	$	26	$	1,558	$	9		$	1,567
Income (loss) before taxes ⁽⁴⁾	$	112	$	45	$	11	$	168	$	(123	)	$	45

Nine months ended June 30, 2004
Net sales and other operating revenues ⁽³⁾	$	1,148	$	258	$	14	$	1,420	$	18		$	1,438
Income (loss) before taxes ⁽⁴⁾	$	115	$	55	$	1	$	171	$	(29	)	$	142



	⁽¹⁾		Income before taxes related to the Supermetals Business for the nine-month period ending June 30, 2005 is exclusive of goodwill impairment charges of $90 million, which are included in Unallocated and Other charges. Primarily due to the goodwill write-off during the second quarter of fiscal 2005, segment assets for the Supermetals Business decreased to $510 million at June 30, 2005 from $572 million at September 30, 2004. Segment assets exclude cash, short-term and long-term marketable securities investments, cost investments, income taxes receivable and deferred taxes, which are not allocated to the businesses.

	⁽²⁾		Unallocated and Other includes certain items and eliminations that are not allocated to the operating segments.

	⁽³⁾		Net sales and other operating revenues for the Chemicals Business includes 100% of sales from one equity affiliate and transfers of materials at cost and at market-based prices. Unallocated and Other reflects the following adjustment for the equity affiliate sales and includes royalties paid by equity affiliates offset by external shipping and handling fees:


	Three Months Ended June 30,						Nine Months Ended June 30,
	2005			2004			2005			2004
(Dollars in millions)
Equity affiliate sales	$	(9	)	$	(10	)	$	(27	)	$	(26	)
Royalties paid by equity affiliates		2			2			6			6
Shipping and handling fees and other		4			12			30			38

Total	$	(3	)	$	4		$	9		$	18

- 19 -

CABOT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

June 30, 2005
UNAUDITED


⁽⁴⁾		Income (loss) before taxes for Unallocated and Other includes:


	Three Months Ended June 30,						Nine Months Ended June 30,
(Dollars in millions)	2005			2004			2005			2004

Interest expense	$	(8	)	$	(8	)	$	(24	)	$	(23	)
Certain items and other income (expense), net^(a)		(2	)		1			(95	)		—
Equity in net income of affiliated companies		(2	)		(2	)		(6	)		(5	)
Foreign currency transaction gains (losses)^(b)		—			1			2			(1	)

Total	$	(12	)	$	(8	)	$	(123	)	$	(29	)



	^(a)		Certain items and other income (expense), net, includes investment income and certain other items that are not included in segment income (loss) before taxes. Certain items for the third quarter of 2005 include $4 million of restructuring charges as discussed in Note H. Certain items for the third quarter of 2004 include $1 million of restructuring charges. Certain items for the first nine months of 2005 include $12 million of restructuring charges as discussed in Note H and $90 million of goodwill asset impairment charges as discussed in Note D. Certain items for the first nine months of 2004 include $4 million of restructuring charges and $1 million for a currency translation adjustment at a closed plant.

	^(b)		Net of other foreign currency risk management activity.

The Chemicals Business is primarily comprised of the carbon black, fumed metal oxides, inkjet colorants, and aerogel product lines as well as the business development activities of Superior MicroPowders. The revenues from each of these product lines for the three months and nine months ended June 30, 2005 and 2004 are as follows:


	Three Months Ended				Nine Months Ended
	June 30,				June 30,
	2005		2004		2005		2004
(Dollars in millions)
Carbon black	$	375	$	332	$	1,068	$	960
Fumed metal oxides		57		57		175		163
Inkjet colorants		10		8		28		22
Aerogel, Superior MicroPowders and other		2		1		5		3

Total Chemicals Business	$	444	$	398	$	1,276	$	1,148

N.		Recent Accounting Pronouncements

		In March 2005, the Financial Accounting Standards Board (“FASB”) issued Interpretation No. 47, “Accounting for Conditional Asset Retirement Obligations” (“FIN 47”), which clarifies certain terminology contained in FAS No. 143, “Accounting for Asset Retirement Obligations”. The interpretation will result in (i) more consistent recognition of liabilities relating to asset retirement obligations, (ii) more information about expected future cash outflows associated with those obligations and (iii) more information about investments in long-lived assets because additional asset retirement costs will be recognized as part of the carrying amounts of the assets. The guidance is effective for the Company beginning October 1, 2005. The adoption of FIN 47 is not expected to have a significant impact on Cabot’s consolidated financial statements.

		In December 2004, the FASB released its final revised standard entitled FASB Statement No. 123R, “Share-Based Payment” (“FAS 123R”), which will significantly change accounting practice with respect to employee stock options and other stock based compensation (including employee stock purchase plans). FAS 123R requires companies to recognize, as an operating expense, the estimated fair value of share-based payments to employees, including grants of employee stock options and purchases under employee stock

- 20 -

CABOT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

June 30, 2005
UNAUDITED

		purchase plans. The expense will be based on the grant-date fair value of the award and recognized over the period during which an employee is required to provide service in exchange for the award or the requisite service period (usually the vesting period). The standard provides for three alternative transition methods including (i) a modified prospective application (“MPA”), without restatement of prior interim periods in the year of adoption, (ii) MPA with restatement of prior interim periods in the year of adoption and (iii) a modified retrospective application. The Company is in the process of evaluating the transition method that will be utilized upon adoption and the impact to the consolidated financial statements. In April 2005, the FASB delayed implementation of FAS 123R. It will be effective for the Company beginning October 1, 2005.

		In November 2004, FASB issued FAS No. 151, “Inventory Costs an amendment of ARB No. 43, Chapter 4” (“FAS 151”), to improve financial reporting and global comparability of inventory accounting. The amendment, which is similar to that used in the International Accounting Standards Board (“IASB”) International Accounting Standard 2 (“IAS 2”), clarifies that inventory related expenses, such as abnormal amounts of idle facility expense, freight, handling costs, and wasted or spoiled materials should be recognized as current period charges. The statement also requires fixed production overhead costs to be allocated to inventory based on normal capacity of the production facilities. The guidance is effective for inventory costs incurred beginning October 1, 2005. The adoption of FAS 151 is not expected to have a significant impact on the consolidated financial statements.

		In October 2004, the American Jobs Creation Act of 2004 (“AJCA”) was signed into law. The AJCA replaces an export incentive with a deduction from domestic manufacturing income. Cabot is both an exporter and a domestic manufacturer. The Company’s loss of the export incentive tax benefit is expected to materially exceed the tax benefit it should receive from the domestic manufacturing deduction. The AJCA also allows U.S. companies to repatriate up to $500 million of earnings from their foreign subsidiaries in 2005 or 2006 at an effective tax rate of 5.25%. The Company does not expect to take advantage of this opportunity, nor does it expect that there is a material benefit available, given our particular circumstances and the various requirements under the law. The Company will continue to study the impact of the AJCA, as additional guidance becomes available from the Internal Revenue Service (“IRS”). In response, the FASB has issued Staff Position (“FSP”) No. 109-a and 109-b, which outline accounting treatment for the impacts of AJCA. The FSPs state that (i) any benefit that companies may have from the domestic manufacturing deduction be treated as a special deduction and accordingly any benefit would be reported in the year in which the income is earned and (ii) regarding the impact resulting from the repatriation of unremitted earnings in the period in which the enacted tax law was passed, companies may wait until they have the information necessary to determine the amount of the earnings they intend to repatriate.

- 21 -

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

I. Critical Accounting Policies

The preparation of our financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses, and related disclosure of contingent assets and liabilities. Critical accounting policies are those that are central to the presentation of our financial condition and results of operations and that require us to make estimates about matters that are highly uncertain. On an ongoing basis, we evaluate our policies and estimates. We base our estimates on historical experience, current conditions and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Revenue Recognition and Accounts Receivable

Our revenue recognition policies are in compliance with Staff Accounting Bulletin (“SAB”) No. 104, “Revenue Recognition”, which establishes criteria that must be satisfied before revenue is realized or realizable and earned.

We primarily derive our revenues from the sale of specialty chemicals, tantalum and related products, and from the rental and sale of cesium formate. Revenue from product sales is typically recognized when the product is shipped and title and risk of loss have passed to the customer. Revenue from the rental of cesium formate is recognized throughout the job’s rental period based on the contracted rental amount. Customers are also billed and revenue is recognized, typically at the end of the job, for cesium formate product that is not returned. Other operating revenues, which represent less than ten percent of total revenues, include tolling, servicing and royalties for licensed technology.

We recognize revenue when persuasive evidence of a sales arrangement exists, delivery has occurred, the sales price is fixed or determinable and collectibility is probable. We generally are able to ensure that products meet customer specifications prior to shipment.

Under certain multi-year supply contracts with declining prices and minimum volumes, we recognize revenue based on the estimated average selling price of the contract lives.

The allowance for doubtful accounts is based on our assessment of the collectibility of specific customer accounts, aging of our accounts receivable and other economic information on both a historical and prospective basis. Additionally, we estimate sales returns based on historical trends in our customers’ product returns. While such non-collections and product returns have not historically been significant, if there is a deterioration of a major customer’s credit-worthiness, actual defaults are higher than our previous experience or actual future returns do not reflect historical trends, our estimates of the recoverability of the amounts due us and our sales would be adversely affected.

We offer sales discounts and volume rebates to certain customers. We prepare estimates for these discounts and rebates based primarily on historical experience and contractual obligations updated for changes in facts and circumstances, as appropriate. If sales are significantly different from our historical experience or contractual obligations are not met, our estimates would be adversely affected.

Inventory Valuation

The costs of most raw materials, work in process, and finished goods inventories in the U.S. are determined by the last-in, first-out (“LIFO”) method. Had we used the first-in, first-out (“FIFO”) method instead of the LIFO method for such inventories the value of those inventories would have been $67 million higher as of June 30, 2005. The cost of other U.S. and all non-U.S. inventories is determined using the average cost method or the FIFO method.

In cases where the market value of inventories is below cost, the inventory is stated at market value. The valuation of inventory requires us to estimate obsolete, unmarketable inventory or slow moving inventory based on assumptions about future demand and market conditions. We write down our inventories for estimated obsolescence

- 22 -

or unmarketable inventory by an amount equal to the difference between the cost of inventory and the estimated market value. Such write downs have not historically been significant. If actual market conditions are less favorable than those projected by management, additional inventory write downs may be required, which would have a negative impact on gross profit.

Valuation of Long-Lived Assets

Our long-lived assets include property, plant, equipment, long-term investments, goodwill, other intangible assets and assets held for rent. We review the carrying values of long-lived assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of an asset may not be recoverable. Such circumstances would include, but are not limited to, a significant decrease in the market price of the long-lived asset, a significant adverse change in the way the asset is being used, a decline in the physical condition of the asset, or a history of operating cash flow losses associated with the use of the asset.

We consider various estimates and assumptions when determining if there is an impairment of our long-lived assets, excluding goodwill and long-term investments. These estimates and assumptions include determining which cash flows are directly related to the potentially impaired asset, the useful life over which the cash flows will occur, their amounts and the asset’s residual value, if any. An asset impairment would be recognized when the carrying value of the asset is not recoverable based on the undiscounted estimated cash flows, as determined by the difference in carrying value and the fair value. As warranted, we prepare estimated cash flows which reflect our assumptions about selling prices, production and sales volumes, costs, and market conditions over an estimate of the useful life of the primary asset. If an impairment is indicated, the asset is written down to the estimated fair value. In circumstances when an asset does not have separate identifiable cash flows, an impairment charge is recorded when Cabot abandons the asset.

We perform an annual impairment test for goodwill during the third quarter or when events and changes in business circumstances indicate that the carrying value may not be recoverable. To test for recoverability, the fair value of the reporting unit is estimated based on discounted cash flows. The calculation is sensitive to both the estimated future cash flows and the discount rate. The assumptions used to estimate the discounted cash flows include management’s best estimates about selling prices, production and sales volumes, costs, future growth rates, capital expenditures and market conditions over an estimate of the remaining operating period. The discount rate is based on the weighted average cost of capital that is determined by evaluating the risk free rate of return, cost of debt and expected equity premiums. If an impairment exists, a loss to write down the value of goodwill to its implied fair value is recorded.

The fair values of long-term investments depend on the financial performance of the entities in which we invest and the external factors inherent in the markets in which they operate. We consider these factors as well as the forecasted financial performance of the investment entities when assessing the potential impairment of these investments.

Pensions and Other Postretirement Benefits

We maintain both defined benefit and defined contribution plans for our employees. In addition, we provide certain health care and life insurance benefits for retired employees. Plan obligations and annual expense calculations are based on a number of key assumptions. The assumptions, which are specific for each of our U.S. and foreign plans, are related to general economic conditions, including interest rates, expected return on plan assets and the rate of compensation increases for employees. Projected health care benefits reflect our assumptions about health care cost trends. The cost of providing plan benefits also depends on demographic assumptions including retirements, mortality, turnover, and plan participation. If actual experience differs from these assumptions, the cost of providing these benefits could increase or decrease. Actual results that differ from the assumptions are generally accumulated and amortized over future periods and therefore affect the recognized expense and recorded obligation in such future periods.

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Litigation and Contingencies

We are involved in litigation in the ordinary course of business, including personal injury and environmental litigation. We accrue a liability for litigation when it is probable that a liability will be incurred and the amount can be reasonably estimated. The estimated reserves are recorded based on our best estimate of the liability associated with such matters or the low end of the estimated range of liability if we are unable to identify a better estimate within that range. Our best estimate is determined by evaluating numerous facts, including claims, settlement offers, demands by government agencies, estimates performed by independent third parties, identification of other responsible parties and an assessment of their ability to contribute, our interpretation of applicable laws and regulations, and our prior experience. Litigation is highly uncertain and there is always the possibility of an unusual result in any particular case that may have an adverse effect on the results of operations.

The most significant reserves that have been established are for environmental remediation and respirator litigation claims. As of June 30, 2005, we had $19 million reserved for various environmental matters. The amount accrued reflects our assumptions about remediation requirements at the contaminated sites, the nature of the remedy, the outcome of discussions with regulatory agencies and other potentially responsible parties at multi-party sites, the number and financial viability of other potentially responsible parties, and our interpretation of applicable laws and regulations. A portion of the reserve for environmental matters is recognized on a discounted basis, which requires the use of an estimated discount rate.

These liabilities can be affected by the availability of new information, changes in the assumptions on which the accruals are based, unanticipated government enforcement action, or changes in applicable laws and regulations, which could result in higher or lower costs.

At June 30, 2005, we had $18 million accrued for respirator liability claims. Our current estimate of the cost of our share of existing and future respirator liability claims is based on facts and circumstances existing at this time. However, this cost is subject to numerous variables that are extremely difficult to predict. Developments that could affect our estimates include, but are not limited to, (i) significant changes in the number of future claims, (ii) significant changes in the average cost of resolving claims, (iii) significant changes in the legal costs of defending these claims, (iv) changes in the nature of claims received, (v) changes in the law and procedures applicable to these claims, (vi) the financial viability of other parties who contribute to the settlement of respirator claims and (vii) a determination that our interpretation of the contractual obligations on which we have estimated our share of liability is inaccurate. We cannot determine the impact of these potential developments on our current estimate of our share of liability for these existing and future claims. Accordingly, the actual amount of these liabilities for existing and future claims could be different than the reserved amount.

Income Taxes

We estimate our income taxes in each jurisdiction in which we are subject to tax. This process involves estimating the tax exposure for differences between actual results and estimated results and recording the amount of income taxes payable for the current year and deferred tax assets and liabilities for future tax consequences. We have filed our tax returns in accordance with our interpretations of each jurisdiction’s tax laws and have established reserves for potential differences in interpretation of those laws. In the event that actual results are significantly different from those estimates, our provision for income taxes could be significantly impacted.

Significant Accounting Policies

We have other significant accounting policies that are discussed in Note A of the Notes to our Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended September 30, 2004 (“2004 10-K”). Certain of these policies include the use of estimates, but do not meet the definition of critical because they generally do not require estimates or judgments that are as difficult or subjective to measure. However, these policies are important to the understanding of the consolidated financial statements.

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II. Results of Operations

We are organized into three reportable segments: the Chemicals Business, the Supermetals Business (“CSM”), and the Specialty Fluids Business (“CSF”). The Chemicals Business is primarily comprised of the carbon black, fumed metal oxides, inkjet colorants, and aerogel product lines as well as the business development activities of Superior MicroPowders.

Overview

During the third quarter, the Company saw solid volume growth in all businesses. Despite strong volume growth in the Chemicals Business, rising feedstock costs in the carbon black business caused a decrease in profitability. Profitability in the fumed metal oxides business was flat with that of the same quarter in fiscal year 2004. Volume and revenue increases continued during the quarter in the inkjet colorants business. The results in the Supermetals Business were negatively impacted by the continuing shift from fixed contract prices to market based pricing as well as incremental costs associated with the labor situation resulting from the expiration of the Company’s collective bargaining agreement with one of the labor unions at our facility in Boyertown, Pennsylvania. The Specialty Fluids Business increased profitability during the quarter and continued its market development activities outside of the North Sea.

We continued to see overall working capital increases in the Chemicals and Supermetals Businesses during the third quarter of fiscal 2005. However, we had significant reductions during the quarter in overall finished goods inventory that were more than offset by the higher raw materials and work in process inventory which is more fully discussed in the cash flow and liquidity section.

The following discussion of results includes segment operating profit before taxes (“PBT”). Segment PBT is our measure of consolidated operating results and is used to assess segment performance. Segment net sales and operating profit before taxes are shown in Note M of the Consolidated Financial Statements.

Third Quarter 2005 versus Third Quarter 2004 — Consolidated

Net Sales and Gross Profit

In the third quarter of 2005, we reported sales of $545 million, an increase of 11% from $492 million in the third quarter of last year, primarily due to higher volumes ($30 million), higher pricing ($7 million) and positive foreign currency translation ($16 million).

Gross margin as a percentage of sales decreased from 26% in the third quarter of 2004 to 22% in the third quarter of 2005. The negative impact to gross margin ($25 million) was primarily a result of higher raw material costs in the carbon black business and lower prices in the Supermetals Business resulting from the continued transition from fixed contract prices to market based pricing. Overall gross profit decreased $11 million from $129 million in the third quarter of 2004 to $118 million in the third quarter of 2005.

Selling and Administrative Expense

Selling and administrative expenses for the third quarter of 2005 were $63 million, an increase of 13% from $56 million in the third quarter of last year due primarily to planned increases in personnel costs ($1 million), incremental costs due to the labor situation at our Supermetals facility in Boyertown, Pennsylvania ($4 million) and an increase in costs related to the implementation of the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 ($3 million).

Research and Technical Expense

Research and technical spending was $14 million for the third quarter of 2005 compared with $13 million in the third quarter of 2004 due primarily to increased spending in Superior MicroPowders development activities.

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Interest and Dividend Income and Interest Expense

Interest and dividend income in the third quarter of 2005 was $2 million, which is equal to the amount in the third quarter of 2004. Interest expense was $8 million for the third quarter of 2005, remaining flat when compared to the third quarter of last year.

Effective Tax Rate

Income tax expense in the third quarter of 2005 was $9 million. Our effective tax rate on continuing operations was 25% for the third quarter of 2005, as compared to 23% for the third quarter of 2004. The tax rate for the third quarter of 2004 included a reduction of tax reserves of approximately $2 million primarily associated with the resolution of certain tax audits and the expiration of the statutes of limitations on certain tax years.

Exclusive of the goodwill impairment recorded in the second quarter of 2005 and the impact of tax audit settlements, we expect our effective tax rate for continuing operations for fiscal 2005 to be between 24% and 28%.

In the normal course of business, various tax authorities, including the Internal Revenue Service (“IRS”), examine our tax filings. In October 2003, the IRS concluded its examination of the 1997 to 1999 tax years resulting in an initial tax assessment of $37 million. The Company protested the assessment to the IRS Appeals Office and reached a settlement in September 2004 that reduced the assessment to $13 million.

Concurrent with the IRS examination, the Company filed refund claims with the IRS for $19 million (including approximately $5 million of interest) for the carryback of research and foreign tax credits from the periods under examination into the 1995 and 1996 tax years. The refund claims were examined and accepted by the IRS and IRS Appeals. The Company recorded the benefit of the research and foreign tax credits in the financial statements in the years generated, but has not yet recorded the interest income.

As the combination of exam settlement and refund claims results in a net cash refund to the Company, the final settlement is subject to review and approval by the Joint Committee on Taxation (“Joint Committee”). During the third quarter of 2005, the settlement and refund claim computations were completed and agreed to by the Company and the Appeals Office and presented to Joint Committee the first week of July 2005. The Company expects the Joint Committee review to be completed during the fourth quarter of 2005 or the first quarter of 2006. Although the result of this review cannot presently be determined, the Company anticipates a favorable outcome, which would have a positive material impact on our effective tax rate for the fourth quarter of 2005 or the first quarter of 2006 given the unrecorded interest income on the refund claim and the level of previously recorded tax reserves.

The Company is also under tax audit or in settlement discussions with a number of non-U.S. tax authorities that should be resolved during the fourth quarter of 2005 and/or the first quarter of 2006.

On July 20, 2005, the United Kingdom (“UK”) enacted legislation retroactive to March 16, 2005, that eliminates a tax benefit associated with certain debt arrangements among subsidiaries where the debt arrangements lack sufficient business purpose. Although the company believes that its existing finance structure in the UK serves legitimate business purposes, the UK Inland Revenue could challenge this position. Given the uncertainty as to the applicability of the legislation to the Company’s UK finance structure, it is likely that the Company will reflect the loss of the post March 16, 2005 tax benefit in the financial statements of the fourth quarter of 2005, increasing tax expense by approximately $3 million.

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Net Income

We reported income for the third quarter of 2005 of $26 million ($0.39 per diluted common share after tax) compared to $42 million of net income ($0.62 per diluted common share) in the same quarter a year ago. Results for the third quarter of 2005 include $4 million of pre-tax charges associated with certain items ($0.04 per diluted common share after tax). Results for the third quarter of 2004 included $1 million of pre-tax charges associated with certain items ($0.01 per diluted common share after tax) and $1 million of pre-tax income related to discontinued operations ($0.01 per diluted common share after tax) as follows:


	Three Months Ended
	June 30,
(Dollars in millions, pre-tax)	2005			2004
(Unaudited)
Net income	$	26		$	42


Certain items and discontinued operations
Restructuring initiatives		(4	)		(1	)

Subtotal of certain items		(4	)		(1	)
Discontinued operations		—			1

Total certain items and discontinued operations, pre-tax		(4	)		—
Tax impact of certain items and discontinued operations		1			—

Total certain items and discontinued operations after tax	$	(3	)	$	—

Certain items for the third quarters of fiscal 2005 and 2004 are recorded in the consolidated statements of income as follows:


	Three Months Ended
	June 30,
(Dollars in millions, pre-tax)	2005			2004
(Unaudited)
Statement of income line item:
Cost of sales	$	(4	)	$	(1	)

Total certain items, pre-tax	$	(4	)	$	(1	)

Third Quarter 2005 versus Third Quarter 2004 — By Business Segment

In the third quarter of fiscal 2005, we recorded income from continuing operations before taxes of $36 million as compared to $55 million in the third quarter of fiscal 2004. These amounts included certain and unallocated items of $12 million and $8 million, respectively (the details of which are described in Note M), which are not included in segment PBT of $48 million and $63 million for the third quarter of fiscal 2005 and 2004, respectively.

The decrease in total segment PBT was due primarily to higher raw material costs ($26 million) and higher per unit cost of sales resulting from lower operating rates due to inventory drawdowns ($12 million), primarily in the Chemicals Business. Also contributing to the decrease were higher incremental costs in the Supermetals Business related to the labor situation at our Boyertown, Pennsylvania facility ($4 million) and unabsorbed costs, also in the Supermetals Business, related to efforts to reduce inventory and ongoing operating expense ($1 million). These increases in costs were partially offset by higher volumes ($24 million) and higher prices ($6 million).

Chemicals

The Chemicals Business reported sales of $444 million for the third quarter of 2005, an increase of 12% from $398 million in the third quarter of 2004. This increase was due primarily to higher volumes ($14 million), higher prices ($18 million) and positive foreign currency translation ($16 million).

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The Chemicals Business segment PBT decreased 33%, from $45 million in the third quarter of 2004 to $30 million in the third quarter of 2005. The decrease in PBT was due principally to higher raw material costs ($26 million) and higher per unit cost of sales resulting from lower operating rates due to inventory drawdowns ($10 million), which were partially offset by higher prices ($18 million) and higher volumes ($6 million).

Product Line Summary

The following table sets forth sales by product line for the Chemicals Business for the quarters ended June 30, 2005 and 2004:


	Three Months Ended
	June 30,
(Dollars in millions)	2005		2004
(Unaudited)
Carbon black	$	375	$	332
Fumed metal oxides		57		57
Inkjet colorants		10		8
Aerogel, Superior MicroPowders and other		2		1

Total segment sales	$	444	$	398

Carbon black

During the third quarter of 2005, carbon black PBT was $13 million lower than the third quarter of 2004. The decrease in profitability was the result of higher raw material costs ($28 million) and higher per unit cost of sales resulting from lower operating rates due to inventory drawdowns ($9 million), which were partially offset by higher prices ($20 million) and higher volumes ($3 million).

We are generally able to recover increased carbon black feedstock costs, and, therefore, maintain margins, through the operation of pricing formulas in our carbon black supply contracts. Most of our contracts provide for a price adjustment on the first day of each quarter to account for changes in feedstock costs, and, in some cases, changes in other relevant costs. The feedstock adjustments are calculated in the month prior to the beginning of the quarter in which the price change is effective, and typically are based upon the average of a relevant index over the prior three month period. Because of this time lag, in the third quarter of fiscal 2005, our actual feedstock costs were greater than the cost adjustment resulting from the formula which used the relevant index averages during the months of December 2004 and January and February 2005. The result of this time lag was that the contract prices applicable during the third quarter did not reflect our increased feedstock costs. The increased feedstock costs were included in the formula pricing that went into effect for July 2005. Over time, and as feedstock costs decline, the impact of this lag should be recovered or mitigated.

As described in our 2004 10-K, we have been anticipating that the International Agency for Research on Cancer (“IARC”) will be reviewing the classification of carbon black regarding carcinogenicity and, as a result, it is possible that IARC could change the classification of carbon black from possible human carcinogen to probable human carcinogen. During the fiscal quarter, IARC scheduled a review for this classification in February 2006. In the event that IARC does change the classification of carbon black to probable human carcinogin (Group 2A), this change would impose additional labeling and other hazard communication requirements on us. We are not able to predict what other impacts would be associated with reclassification of carbon black to Group 2A. It is possible that such a reclassification could lead customers to evaluate possible substitutes to the use of carbon black in their products and it could lead to a change in the occupational exposure limits for carbon black, which could have a capital and operating expense impact on us and on our customers. We continue to believe that the available evidence, taken as a whole, indicates that carbon black is not carcinogenic to humans, and does not present a health hazard when handled in accordance with good housekeeping and safe workplace practices as described in our material safety data sheets.

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Fumed metal oxides

Fumed metal oxides PBT for the third quarter of fiscal 2005 remained constant with the third quarter of 2004. Higher demand in Asia Pacific during the quarter was offset by reduced demand from a single customer in the electronics segment. We foresee the reduced demand continuing for this customer, which may have a material adverse impact on the profitability of our fumed metal oxides business.

Inkjet colorants

Inkjet colorants reported a 29% increase in volume and a 25% increase in revenue during the third quarter of 2005 compared with 2004. These increases were driven by increased demand in both the original equipment manufacturer (“OEM”) and after market segments.

During the quarter, several OEMs made announcements of upcoming inkjet printer launches. Our inkjet colorants will be included in two of the announced printers targeted at the small office and home markets.

Cabot Supermetals

In the Supermetals Business, sales increased 8% during the third quarter of 2005 from $86 million in the third quarter of 2004 to $93 million in 2005 due primarily to higher volumes ($14 million) partially offset by lower prices ($9 million).

The Supermetals Business reported segment PBT of $13 million in the third quarter of 2005 compared to $18 million in the third quarter of 2004. This was mainly the result of lower prices ($9 million) resulting from the continuing transition from fixed contract prices to market based pricing, higher incremental costs relating to the labor situation at our Boyertown, Pennsylvania facility ($4 million) and unabsorbed costs related to efforts to reduce inventory and ongoing operating expenses ($1 million). These increases in costs were partially offset by higher volumes ($10 million).

We have been in negotiations with the Local 619C of the International Chemical Workers Union Council/ United Food and Commercial Workers (ICWUC/UFCW, Local 619C) union at our Boyertown, Pennsylvania facility on a new contract since March 31, 2005. Cabot’s contract with the union expired on May 7, 2005 and the union had been working without a contract. On June 20, 2005, the union went on strike. We continue to operate the plant primarily with supervisory personnel and have met all customer orders. The parties continue to negotiate a new collective bargaining agreement.

We purchase a significant portion of the tantalum ore used by this business under two long-term supply agreements with Sons of Gwalia. In August 2003 we exercised our option to renew one of these contracts, commencing on January 1, 2006. Although the contract contains provisions for determining the price at which we will purchase ore, the application of these provisions is in dispute. Because the parties have not reached agreement as to the application of those provisions, pursuant to the terms of the contract, arbitration hearings between the Company and Sons of Gwalia with the London Court of International Arbitration to determine the price at which we will purchase ore are scheduled to commence in September 2005. If the Company is unsuccessful in the arbitration, we may be required to purchase ore under this contract at substantially higher prices than we have historically paid, which could have a materially adverse effect on the profitability of the Supermetals Business.

Specialty Fluids

Sales in the Specialty Fluids Business were $11 million during the third quarter of fiscal 2005, an increase of $7 million when compared to $4 million in the third quarter of fiscal 2004. This increase was due primarily to an increase in the number of jobs completed and higher rental revenues, resulting from an increased number of on-going jobs and larger average volumes per job.

The Specialty Fluids Business reported PBT in the third quarter of 2005 of $5 million compared to less than $1 million in the third quarter of 2004 driven mainly by increased volumes associated with a higher number of

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completed jobs and an increase in rental revenue due to a greater number of jobs in progress during the quarter. During the quarter, the business completed seven jobs. No jobs were completed in the same quarter of last year.

Nine Months 2005 versus Nine Months 2004 — Consolidated

Net Sales and Gross Profit

In the nine months ended June 30, 2005, we reported sales of $1,567 million, an increase of 9% from $1,438 million in the first nine months of last year, primarily due to higher volumes ($81 million), higher pricing ($15 million), and positive foreign currency translation ($36 million).

Gross margin as a percentage of sales decreased from 26% in 2004 to 23% in 2005. The negative impact to gross margin ($35 million) was primarily a result of higher raw material costs in the carbon black business and lower prices in the Supermetals Business resulting from the continued transition from fixed contract prices to market based pricing. Overall gross profit decreased $2 million from $367 million in the first nine months of 2004 to $365 million in the first nine months of 2005.

Selling and Administrative Expense

Selling and administrative expenses for the first nine months of 2005 were $173 million, an increase of 5% from $165 million in the first nine months of last year. This increase was due primarily to planned increases in personnel costs ($2 million), higher incremental costs associated with the labor situation at our Supermetals facility in Boyertown, Pennsylvania ($4 million) and an increase in costs related to the implementation of the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 ($3 million).

Research and Technical Expense

Research and technical spending was $43 million for the first nine months of 2005 compared with $39 million for the first nine months of 2004 due primarily to increased spending in Superior MicroPowders development activities.

Interest and Dividend Income and Interest Expense

Interest and dividend income in the first nine months of 2005 was $5 million, flat when compared to the first nine months of 2004. Interest expense was $24 million for the first nine months of 2005, an increase of $1 million compared to the same period in 2004 due primarily to rising interest rates, offset by lower average debt outstanding during the first nine months of 2005, and the strengthening of the Yen and Euro currencies against the U.S. dollar.

Effective Tax Rate

Income tax expense in the first nine months of 2005 was $30 million. Exclusive of the goodwill impairment in the Supermetals Business, which has no tax impact, our effective tax rate on continuing operations was 22% for the first nine months of 2005, as compared to 24% for the first nine months of 2004. The reduction in the tax rate during the first three quarters of fiscal 2005 is principally the result of a tax benefit related to the closure of the Altona facility recorded in the first quarter and the reversal of a previously recorded deferred tax liability related to a Cabot entity that was liquidated during the second quarter.

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Net Income

In the first nine months of 2005, we reported net income of $12 million ($0.18 per diluted common share) compared to $108 million ($1.57 per diluted common share) in the same period a year ago. The results from the first nine months of 2005 contained $102 million of pre-tax charges ($1.42 per common share after tax) and $6 million of tax benefits ($0.04 per common share) from certain items, compared to $4 million of pre-tax charges ($0.05 per diluted common share after tax) for certain items and discontinued operations for the first nine months of 2004, as follows:


	Nine Months Ended
(Dollars in millions, pre-tax)	June 30,
(Unaudited)	2005			2004
Net income	$	12		$	108


Certain items and discontinued operations
Restructuring initiatives		(12	)		(4	)
Goodwill impairment		(90	)		—
Other non-operating items		—			(1	)

Subtotal of certain items		(102	)		(5	)
Discontinued operations		—			1

Total certain items and discontinued operations		(102	)		(4	)
Tax impact of certain items and discontinued operations		6			1

Total certain items and discontinued operations after tax	$	(96	)	$	(3	)

Certain charges for the nine months ended June 30, 2005 and 2004 are recorded in the consolidated statements of income as follows:


	Nine Months Ended
	June 30,
(Dollars in millions, pre-tax)	2005			2004
(Unaudited)
Statement of income line item:
Cost of sales	$	(11	)	$	(3	)
Selling and administrative expenses		(1	)		(1	)
Goodwill asset impairment		(90	)		—
Other expense		—			(1	)

Total certain items, pre-tax	$	(102	)	$	(5	)

Nine Months 2005 versus Nine Months 2004 — By Business Segment

For the nine months ended June 30, 2005, we recorded income from continuing operations before taxes of $45 million as compared to $142 million for the same period of fiscal 2004. These amounts included certain and unallocated items of $123 million and $29 million, respectively (the details of which are described in Note M), which are not included in segment PBT of $168 and $171 million for nine months ended June 30, 2005 and 2004, respectively.

The decrease in total segment PBT relates primarily to higher raw material costs ($50 million) and higher selling and administrative costs ($8 million) partially offset by higher volumes ($46 million) and higher pricing ($7 million).

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Chemicals

The Chemicals Business reported sales of $1,276 million for the first nine months of 2005, an increase of 11% from $1,148 million in the first nine months of 2004. This increase was due primarily to higher volumes ($57 million), higher prices ($32 million), and positive foreign currency translation ($36 million).

The Chemicals Business segment PBT decreased 3%, from $115 million in the first nine months of 2004 to $112 million in the first nine months of 2005. The decrease in PBT was due principally to higher raw material costs ($50 million) and an increase in selling and administrative expenses ($6 million) partially offset by higher volumes ($21 million) and higher pricing ($32 million).

Product Line Summary

The following table sets forth sales by product line for the Chemicals Business for the nine months ended June 30, 2005 and 2004:


	Nine Months Ended June 30,
	2005		2004
(Dollars in millions)
(Unaudited)
Carbon black	$	1,068	$	960
Fumed metal oxides		175		163
Inkjet colorants		28		22
Aerogel, Superior MicroPowders and other		5		3

Total segment sales	$	1,276	$	1,148

Carbon black

During the first nine months of 2005, carbon black PBT was $1 million lower than the first nine months of 2004. The decrease in profitability was mainly the result of higher raw material costs ($49 million), which were partially offset by higher volumes ($12 million) and higher prices ($35 million).

The carbon black business has seen strong volumes through the first nine months of 2005 particularly in emerging regions. Market development efforts continue in both Asia Pacific and South America in advance of new manufacturing facilities beginning production in China and Brazil in late 2005 and 2006.

Fumed metal oxides

Fumed metal oxides PBT during the first nine months of 2005 remained constant with the first nine months of 2004. Higher demand in Asia Pacific was offset by reduced demand from a single customer in the electronics segment. Fumed metal oxides wrote off $1 million of expired inventory and off quality product during the first nine months of 2005. Market development efforts continue in China in advance of our new facility, which is on track to begin production in 2006.

Inkjet colorants

Inkjet colorants reported a 27% increase in revenue during the first nine months of 2005 when compared with the first nine months of 2004 due to stronger volumes in both the OEM and after market segments of the business. Ongoing investment in both manufacturing and research and development continued during the first nine months of fiscal 2005 to support the future growth of this business.

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Cabot Supermetals

In the Supermetals Business, sales decreased 1% during the first nine months of 2005 from $258 million in 2004 to $256 million in 2005. This decline was principally driven by lower pricing ($17 million) due to the continuing transition from fixed contract prices to market based pricing partially offset by an increase in volumes ($15 million).

The Supermetals Business reported a $10 million decrease in segment PBT from $55 million in the first nine months of 2004 to $45 million, before the goodwill impairment charges, in the first nine months of 2005. This decrease was due primarily to lower pricing ($17 million), incremental costs resulting from the labor situation at our Boyertown, Pennsylvania facility ($4 million) and unabsorbed costs related to efforts to reduce inventory and ongoing operating expenses ($1 million) partially offset by higher volumes ($12 million).

During the second quarter of fiscal 2005, management determined, based on a combination of factors associated with the anticipated future performance of the Supermetals Business, that the fair value of this reporting unit was more likely than not below its carrying amount and thus a goodwill impairment analysis was necessary. These factors included the continuing trend toward the use of smaller tantalum capacitors in electronics devices resulting in significantly less tantalum powder being required for each capacitor, the continued high inventory levels in the supply chain and the expected decrease in tantalum powder sales volume and pricing as the business transitions from fixed volume and price contracts over the next two years. As a result of the analysis, it was determined that a full impairment of goodwill existed, requiring a write off of the entire $90 million of goodwill balance of the reporting unit during the second quarter.

Specialty Fluids

Sales in the Specialty Fluids Business increased $12 million from $14 million in the first nine months of 2004 to $26 million in the first nine months of 2005 due primarily to an increased number of jobs completed and an increase in rental revenues, resulting from an increased number of on-going jobs and larger average volumes per job.

The PBT for this segment in the first nine months of 2005 was $11 million compared to $1 million in the same period of 2004 mainly driven by an increased number of jobs in the period and strong rental revenues. The business completed nineteen jobs in the first nine months of 2005 compared with six jobs in the same period of last year.

III. Cash Flow and Liquidity

During the first nine months of fiscal 2005, cash provided by operating activities totaled $98 million as compared to $153 million for the same period last year. The decrease in cash provided by operating activities was driven by changes in the components of working capital. There were higher levels of receivables in the Chemicals Business due to higher sales, and, in the Supermetals Business, due to changed payment terms for certain customers. At the end of the third quarter of fiscal 2005, the Chemicals and Supermetals Businesses both had higher inventory levels, as substantial increases were built in an effort to plan for future customer demand as well as to plan for potential fluctuations in plant operations. In addition, the Chemicals and Supermetals Businesses both had lower payables and accruals due to timing of payments and related accrued liabilities. Favorable foreign currency translation had a positive impact on June 30, 2005 balances, creating a decrease on net working capital components. We continue to focus our efforts on improving our overall working capital position within both of these businesses. As a result of our efforts, in the third quarter of fiscal 2005, we saw a reduction of finished goods inventory, however, this was offset by an increase in raw materials due to the high feedstock costs in carbon black.

Capital spending for the first nine months of fiscal 2005 was $114 million compared to $66 million in the first nine months of fiscal 2004. Capital spending occurred in accordance with our planned capital expansions relating to plant construction in China and Brazil in addition to routine plant operating capital projects. Capital expenditures for fiscal 2005 are expected to be approximately $200 million and include new construction of carbon black and fumed metal oxides manufacturing plants in China, capacity expansion of our carbon black facilities in Indonesia and Brazil and various maintenance and environmental projects at our existing facilities.

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Cash used for financing activities was $84 million in the first nine months of fiscal 2005 as compared to $80 million used during the same period last year. Cash used for financing activities during the first three quarters of fiscal 2005 primarily related to stock repurchases, excluding forfeitures, of approximately 1,482,000 shares of Cabot common stock for $48 million and cash dividends paid to shareholders of $32 million.

We had a $19 million reserve for environmental matters as of June 30, 2005, for remediation costs at various environmental sites. These sites are primarily associated with businesses divested in prior years. We anticipate that the expenditures at these sites will be made over a number of years, and will not be concentrated in any one year. We have also recorded an $18 million reserve on a net present value basis for respirator claims as of June 30, 2005 and we expect to pay approximately $11 million over the next five years. We have various other litigation costs, including defense costs associated with the pending antitrust actions and lawsuits filed against the Company in connection with certain discontinued operations, incurred in the ordinary course of business.

At June 30, 2005, we have $11 million of accrued expenses in the consolidated balance sheet for restructuring activities related to the closure of carbon black facilities in Altona, Australia and Zierbena, Spain, as well as the European restructuring we initiated in 2003. Of the $11 million reserve, $6 million relates to Altona and $5 million relates to Zierbena and the European restructuring. During the third quarter of fiscal 2005, we made cash payments of $2 million related to restructurings. The restructuring costs accrued are all related to the Chemicals Business segment and are expected to be paid out over the next fifteen months.

At June 30, 2005, our long-term debt obligations totaled $507 million, of which $132 million will come due in the next twelve months. Included in the current portion of long-term debt is a 9.3 billion yen ($84 million) term loan agreement that matures in October 2005, $30 million of medium term notes that mature in December 2005 and a 1.5 billion yen ($13.5 million) bank loan that matures in April 2006.

On August 3, 2005, we terminated our $250 million revolving credit facility and entered into a new revolving credit facility under which we may borrow up to $400 million. The new revolving line of credit permits us to borrow funds on an unsecured basis in multiple currencies that are freely tradable and convertible into U.S. dollar at floating interest rates. The credit facility expires on August 3, 2010. The credit facility contains various affirmative, negative and financial covenants customary for financing of this type. We plan to use this credit facility to refinance our Japanese yen term loan agreement prior to its maturity in October 2005. As of August 9, 2005 we have no borrowings outstanding under this new agreement.

We expect cash on hand, cash from operations and present financing arrangements, including Cabot’s unused line of credit, to be sufficient to meet our additional cash requirements for the next twelve months and the foreseeable future.

During July of 2005, the Chinese government revalued the Chinese Yuan, thus eliminating the fixed translation to the U.S. dollar. We have reviewed the effect of this revaluation with regards to the increasing growth in our carbon black and fumed metal oxide businesses in China. Although we do not anticipate that the current revaluation will have a material impact on our operations and results, as with any fluctuating currency, any significant fluctuations could materially impact our results.

Forward-Looking Information: Included above are forward-looking statements relating to management’s expectations concerning the Company’s tax rate; the Company’s ability to recover increasing carbon black feedstock costs from its customers, future business performance and profits, particularly with respect to the fumed metal oxide business and the Supermetals Business, new business growth, our product development programs, implementation of restructuring initiatives and cashflow and liquidity. The following are some of the factors that could cause the Company’s actual results to differ materially from those expressed in the forward-looking statements: outcome of the Joint Committee on Taxation review described above; fluctuations in feedstock costs; the length and resolution of the work stoppage at the Company’s Supermetals facility in Boyertown, Pennsylvania and other ongoing labor negotiations; domestic and global economic conditions, such as market supply and demand, prices and costs and availability of raw materials; changes in capacity utilization; fluctuations in currency exchange rates; patent rights of others; stock market conditions; the timely commercialization of products under development (which may be disrupted or delayed by technical difficulties, market acceptance, competitors’ new

- 34 -

products, as well as difficulties in moving from the experimental stage to the production stage); our ability to successfully implement our cost reduction initiatives and organizational restructurings; demand for our and our customers’ products; competitors’ reactions to market conditions; the accuracy of the assumptions we used in establishing a reserve for our share of liability for respirator claims; the outcome of pending litigation; the outcome of pending arbitration with Sons of Gwalia; and the results of the IARC’s review of the classification of carbon black regarding carcinogenicity. Other factors and risks are discussed in our 2004 10-K.

IV. Recent Accounting Pronouncements

In March 2005, the Financial Accounts Standards Board (“FASB”) issued Interpretation No. 47, “Accounting for Conditional Asset Retirement Obligations” (“FIN 47”), which clarifies certain terminology contained in FAS 143, “Accounting for Asset Retirement Obligations”. The interpretation will result in (i) more consistent recognition of liabilities relating to asset retirement obligations, (ii) more information about expected future cash outflows associated with those obligations and (iii) more information about investments in long-lived assets because additional asset retirement costs will be recognized as part of the carrying amounts of the assets. The guidance is effective for us beginning October 1, 2005. The adoption of FIN 47 is not expected to have a significant impact on the consolidated financial statements.

In December 2004, the FASB released its final revised standard entitled FASB Statement No. 123R, “Share-Based Payment” (“FAS 123R”), which will significantly change accounting practice with respect to employee stock options and other stock based compensation (including employee stock purchase plans). FAS 123R requires companies to recognize, as an operating expense, the estimated fair value of share-based payments to employees, including grants of employee stock options and purchases under employee stock purchase plans. Expenses will be based on the grant-date fair value of the award and recognized over the period during which an employee is required to provide service in exchange for the award or the requisite service period (usually the vesting period). The standard provides for three alternative transition methods including (i) a modified prospective application (“MPA”), without restatement of prior periods in the year of adoption, (ii) MPA with restatement of prior interim periods in the year of adoption and (iii) a modified retrospective application. We are in the process of evaluating the transition method that will be utilized upon adoption and the impact to our consolidated financial statements. In April 2005, the FASB delayed implementation of FAS 123R. As such, it will be effective for the Company beginning October 1, 2005.

In November 2004, FASB issued FAS No. 151, “Inventory Costs an amendment of ARB No. 43, Chapter 4” (“FAS 151”), to improve financial reporting and global comparability of inventory accounting. The amendment, which is similar to that used in the International Accounting Standards Board (“IASB”) International Accounting Standard 2 (“IAS 2”), clarifies that inventory related expenses, such as abnormal amounts of idle facility expense, freight, handling costs, and wasted or spoiled materials should be recognized as current period charges. The statement also requires fixed production overhead costs to be allocated to inventory based on normal capacity of the production facilities. The guidance is effective for inventory costs incurred beginning October 1, 2005. The adoption of FAS 151 is not expected to have a significant impact on the consolidated financial statements.

In October 2004, the American Jobs Creation Act of 2004 (“AJCA”) was signed into law. The AJCA replaces an export incentive with a deduction from domestic manufacturing income. Cabot is both an exporter and a domestic manufacturer. The Company’s loss of the export incentive tax benefit is expected to materially exceed the tax benefit it should receive from the domestic manufacturing deduction. The AJCA also allows U.S. companies to repatriate up to $500 million of earnings from their foreign subsidiaries in 2005 or 2006 at an effective tax rate of 5.25%. We do not expect to take advantage of this opportunity, nor do we expect that there is a material benefit available, given our particular circumstances and the various requirements under the law. We will continue to study the impact of the AJCA, as additional guidance becomes available from the Internal Revenue Service (“IRS”). In response, the FASB has issued Staff Position (“FSP”) No. 109-a and 109-b, which outline accounting treatment for the impacts of AJCA. The FSPs state that (i) any benefit that companies may have from the domestic manufacturing deduction be treated as a special deduction and accordingly any benefit would be reported in the year in which the income is earned and (ii) regarding the impact resulting from the repatriation of unremitted earnings in the period in

- 35 -

which the enacted tax law was passed, companies may wait until they have the information necessary to determine the amount of the earnings they intend to repatriate.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Information about market risks for the period ended June 30, 2005 does not differ materially from that discussed under Item 7A of our 2004 10-K.

Item 4. Controls and Procedures

As of June 30, 2005, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chairman of the Board, President and Chief Executive Officer and its Executive Vice President and Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based upon that evaluation, the Company’s Chairman of the Board, President and Chief Executive Officer and its Executive Vice President and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of that date.

There were no changes in the Company’s internal control over financial reporting that occurred during the quarter ended June 30, 2005 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company has undertaken initiatives to meet the documentation and testing requirements of Section 404 of the Sarbanes-Oxley Act of 2002 to ensure internal control over financial reporting. The Company has made and will continue to make changes that enhance the effectiveness of its internal controls.

Part II. Other Information

Item 1. Legal Proceedings

Respirator Liabilities

We have exposure in connection with a safety respiratory products business that a subsidiary acquired from American Optical Corporation (“AO”) in an April 1990 asset transaction. As more fully described in our 2004 10-K, the Company’s respirator liabilities involve claims for personal injury, including asbestosis and silicosis, allegedly resulting from the use of AO respirators that are alleged to have been negligently designed or labeled. As of June 30, 2005, there were approximately 92,500 claimants in pending cases asserting claims against AO in connection with respiratory products. In the third quarter of fiscal year 2003, Cabot recorded a reserve to cover its share of liability for existing and future respirator liability claims. The book value of the reserve is being accreted up to the undiscounted liability through interest expense over the expected cash flow period, and, at June 30, 2005, is approximately $18 million (or $32 million on an undiscounted basis).

Carbon Black Antitrust Investigation

On June 1, 2005, Cabot received notification from the European Commission that the Commission’s investigation into possible price-fixing within the European carbon black industry has been closed. European authorities initiated their investigation in November 2002. The civil antitrust lawsuits filed in the United States against us and two other manufacturers of carbon black alleging price-fixing in the sale of carbon black remain outstanding.

Beryllium Claims

Cabot is a party to several pending actions in connection with its discontinued beryllium operations. Cabot entered the beryllium industry through an acquisition in 1978. We ceased manufacturing beryllium products at one of the acquired facilities in 1979, and the balance of our former beryllium business was sold to NGK Metals, Inc. in 1986. During the last several years, several individuals who have resided or worked for many years in the immediate vicinity of our former beryllium facility located in Reading, Pennsylvania have brought suits against Cabot and NGK for personal injury allegedly caused by beryllium particle emissions produced at that facility. In one such action brought in federal court we prevailed on statute of limitations grounds, and that decision was upheld on appeal

- 36 -

before the Third Circuit Court of Appeals. Nine other personal injury claims against Cabot are pending in state court in Pennsylvania. In addition, in October 2004 one case was filed in state court in Ohio. Discovery is ongoing in those cases.

Since October 2003, approximately 57 individuals have asserted claims for medical monitoring now pending in numerous Pennsylvania state court actions. The plaintiffs allege contact with beryllium in various ways, including residence or employment in the area surrounding the Reading facility, employment at the Reading facility or contact with individuals who worked at the Reading facility. Discovery is underway in these cases.

There are also six beryllium product liability cases pending in state courts, five of which are pending in California and one of which is pending in Florida. Four of the California cases are stayed by court order pending the testing of the plaintiffs for beryllium exposure, and discovery has not yet begun in the fifth California case. Discovery is ongoing in the Florida action.

In 2000, individuals who reside within a 6-mile zone surrounding the Reading facility filed a purported class action in Pennsylvania state court seeking the creation of a trust fund to pay for the medical monitoring of the surrounding resident population. Class certification was denied and the plaintiffs appealed. In April 2005, the Supreme Court of Pennsylvania denied the plaintiff’s appeal.

We believe that we have valid defenses to all of these beryllium actions and will assert them vigorously in the various venues in which claims have been asserted. In addition, there is a contractual indemnification obligation running from NGK to Cabot in connection with many of these matters. Moreover, federal legislation that created a federally funded compensation scheme for beryllium workers injured or otherwise requiring medical screening or testing may well affect certain of these pending beryllium cases.

Other

On July 29, 2002, AVX Corporation commenced an action against us in the United States District Court for the District of Massachusetts. The complaint involved a tantalum supply agreement between the Company and AVX, one of our tantalum supply customers, and alleged unfair and deceptive trade practices, breach of contract and other related matters. This action was dismissed during fiscal year 2003. In connection with the dismissal, we filed an action against AVX in the Business Litigation Section of the Superior Court of Massachusetts seeking declaratory judgment as to the validity of the supply agreement, as well as a declaration that we are not in breach of an alleged prior agreement, that Cabot did not engage in unfair and deceptive trade practices and other related matters. In October 2003, we filed a motion for summary judgment as to all but one claim in dispute. In June 2004, the Court granted our partial summary judgment motion regarding these matters, leaving as the only remaining dispute whether some of the product supplied by Cabot under the supply agreement with AVX was in conformity with contract specifications. In July 2005, AVX dismissed this remaining claim without prejudice to its being reasserted later. In the interim, AVX will be free to file an appeal of the Court’s June 2004 ruling favorable to Cabot. On March 8, 2004, AVX filed another action against us in the United States District Court for the District of Massachusetts. This complaint alleged that we violated the federal antitrust laws in connection with the tantalum supply agreement between Cabot and AVX by tying the purchase of one type of tantalum product by AVX to the purchase of other types. On November 17, 2004, the District Court granted Cabot’s motion to dismiss this complaint. AVX has appealed this ruling to the First Circuit Court of Appeals. AVX continues to purchase product in accordance with the terms of its contract during the dispute.

In July 2004, Sons of Gwalia Ltd. filed a Request for Arbitration with the London Court of International Arbitration seeking arbitration between the Sons of Gwalia and Cabot to determine the price at which Cabot will purchase ore under a recently extended long-term supply agreement between the parties for the purchase of tantalum ore by Cabot. Although the contract contains provisions for determining the price at which Cabot will purchase ore, Cabot and Sons of Gwalia are not in agreement as to the application of those provisions and Sons of Gwalia filed the Request for Arbitration pursuant to the terms of the contract. Arbitration hearings are scheduled to commence in September 2005. Negotiations between the parties, however, continue.

- 37 -

We have various other lawsuits, claims and contingent liabilities arising in the ordinary course of our business, including a number of claims asserting premises liability for asbestos exposure, and in respect of our divested businesses. In our opinion, although final disposition of some or all of our suits and claims may impact our financial statements in a particular period, they should not, in the aggregate, have a material adverse effect on our financial position.

Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities

The table below sets forth information regarding the Company’s purchases of its equity securities during the quarter ended June 30, 2005.

Issuer Purchases of Equity Securities


							Maximum Number (or
					Total Number of		Approximate Dollar
					Shares Purchased		Value) of Shares that
	Total Number		Average		as Part of Publicly		May Yet Be Purchased
	of Shares		Price Paid		Announced Plans		Under the Plans or
Period	Purchased (1)		per Share		or Programs		Programs
April 1, 2005 – April 30, 2005		1,231	$	34.29		1,231		4,001,742
May 1, 2005 – May 31, 2005		172,876	$	29.79		160,326		3,841,416
June 1, 2005 – June 30, 2005		1,034,300	$	31.05		1,013,800		2,827,616

Total		1,208,407				1,175,357


⁽¹⁾		On May 14, 2004, the Company announced that the Board of Directors had authorized the Company to repurchase up to 5 million shares of the Company’s common stock in the open market or in privately negotiated transactions. The share repurchase program does not have an expiration date, but may be discontinued or suspended at any time. During the quarter ended June 30, 2005, the Company entered into a 10b5-1 purchase agreement to facilitate the repurchase of shares. Shares of common stock repurchased by the Company from employees from time to time to satisfy tax withholding obligations arising upon the exercise of stock options or the vesting of shares of restricted stock outside of the annual vesting in May of shares of restricted stock issued pursuant to the Company’s long-term incentive award program are repurchased pursuant to the May 2004 authorization. During the quarter ended June 30, 2005, the Company repurchased 161,557 shares in connection with employee tax withholding obligations. The Company also repurchases shares of unvested restricted stock from employees whose employment is terminated before the shares vest. These unvested shares are repurchased pursuant to the terms of the Company’s equity compensation plans. During the quarter, the Company repurchased 33,050 shares of unvested restricted stock from employees.

Item 5. Other Information

On August 3, 2005, we entered into a credit facility with Bank of America, N.A. as administrative agent, swingline lender and L/C issuer, Citibank, N.A. as syndication agent, Banc of America Securities LLC, as a joint lead arranger and sole book manager, Citigroup Global Markets Inc. as a joint lead arranger, and certain financial institutions as lenders (the “Credit Facility”). The Credit Facility replaces the Company’s existing $250,000,000 unsecured revolving credit facility with Fleet National Bank as agent. The Credit Facility provides for a $400,000,000 unsecured revolving line of credit, which may be used to borrow revolving loans or to issue letters of credit on the Company’s behalf. The Credit Facility expires on August 3, 2010.

The Company may borrow or obtain letters of credit under the Credit Facility for general corporate purposes or needs. Loans under the Credit Facility may be made available in U.S. Dollars, Euros, Japanese Yen, Australian Dollars, Canadian Dollars, Pounds Sterling, Singapore Dollars, Swiss Francs, or any other currency freely tradable and convertible into U.S. Dollars. At the Company’s option, any borrowings under the Credit Facility will bear interest at a fluctuating rate equal to either (a) LIBOR plus an applicable margin based on the credit ratings of the Company’s senior unsecured debt or (b) for dollar-denominated loans only, a base rate (defined as the higher of (i) Bank of America, N.A.’s prime rate and (ii) the federal funds rate plus .50%).

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The Credit Facility contains various affirmative, negative and financial covenants customary for financings of this type. The negative covenants include certain limitations applicable to the Company and its subsidiaries regarding transactions with affiliates, the creation of liens, permitted investments, and permitted acquisitions. The financial covenants require (i) maintenance of certain leverage ratios for the Company and its subsidiaries and (ii) maintenance of an interest coverage ratio if the Company’s long term senior unsecured non-credit enhanced rating drops below either BBB+ or Baa1.

The Credit Facility also contains events of default customary for financings of this type. These events of default include (i) the failure to pay any principal, interest, fees or other amounts when due; (ii) inaccuracy of representations and warranties; (iii) failure to perform or observe certain covenants; (iv) cross-defaults to certain other indebtedness; (v) the occurrence of certain bankruptcy and insolvency events; (vi) enforcement of certain monetary judgments; (vii) a change in control of the Company; and (viii) certain failures to comply with ERISA. The occurrence of an event of default could result in the lenders canceling any of their commitments under the facility and the acceleration of the Company’s obligations, among other remedies.

Item 6. Exhibits

The following Exhibits are filed herewith:


Exhibit 10.1	-	Credit Agreement dated August 3, 2005 among Cabot Corporation, Bank of America, N.A., as Administrative Agent, Swing Line Lender, and L/C Issuer, Citibank, N.A., as Syndication Agent, and the other lenders party thereto.

Exhibit 31.1	-	Certification of Principal Executive Officer required by Rule 13a-14(a) or Rule15d-14(a) of the Exchange Act.

Exhibit 31.2	-	Certification of Principal Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act.

Exhibit 32	-	Certifications of the Principal Executive Officer and the Principal Financial Officer pursuant to 18 U.S.C. Section 1350.

- 39 -

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


		*CABOT CORPORATION*

Date: August 8, 2005	By:	/s/ John A. Shaw
			John A. Shaw
		Executive Vice President and Chief Financial Officer (Duly Authorized Officer)



Date: August 8, 2005	By:	/s/ David J. Elliott
		David J. Elliott
		Controller (Chief Accounting Officer)

- 40 -

Exhibit Index


Exhibit No.		Description
Exhibit 10.1		Credit Agreement dated August 3, 2005 among Cabot Corporation, Bank of America, N.A., as Administrative Agent, Swing Line Lender, and L/C Issuer, Citibank, N.A., as Syndication Agent, and the other lenders party thereto.

Exhibit 31.1		Certification of Principal Executive Officer required by Rule 13a-14(a) or Rule15d-14(a) of the Exchange Act.

Exhibit 31.2		Certification of Principal Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act.

Exhibit 32		Certifications of the Principal Executive Officer and the Principal Financial Officer pursuant to 18 U.S.C. Section 1350.

- 41 -



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

                                            PUBLISHED CUSIP NUMBER: ____________

                                CREDIT AGREEMENT

                           Dated as of August 3, 2005

                                      among

                               CABOT CORPORATION,
                          as a Borrower and a Guarantor

                                       and

                           CERTAIN OF ITS SUBSIDIARIES
                            as Designated Borrowers,

                             BANK OF AMERICA, N.A.,
                   as Administrative Agent, Swing Line Lender
                                       and
                                   L/C Issuer,

                                 CITIBANK, N.A.,
                              as Syndication Agent,

                                       and

                         The Other Lenders Party Hereto

                         BANC OF AMERICA SECURITIES LLC,
                 as a Joint Lead Arranger and Sole Book Manager

                                       and

                         CITIGROUP GLOBAL MARKETS INC.,
                            as a Joint Lead Arranger

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



                                TABLE OF CONTENTS



                                                                                                  Page
                                                                                                  ----
                                                                                               
Section

ARTICLE I DEFINITIONS AND ACCOUNTING TERMS......................................................    1
   1.01     Defined Terms.......................................................................   21
   1.02     Other Interpretive Provisions.......................................................   21
   1.03     Accounting Terms....................................................................   22
   1.04     Exchange Rates; Currency Equivalents................................................   22
   1.05     Additional Alternative Currencies...................................................   23
   1.06     Change of Currency..................................................................   23
   1.07     Times of Day........................................................................   24
   1.08     Letter of Credit Amounts............................................................   24

ARTICLE II THE COMMITMENTS AND CREDIT EXTENSIONS................................................   24
   2.01     Committed Loans.....................................................................   24
   2.02     Borrowings, Conversions and Continuations of Committed Loans........................   24
   2.03     Letters of Credit...................................................................   27
   2.04     Swing Line Loans....................................................................   35
   2.05     Prepayments.........................................................................   37
   2.06     Termination or Reduction of Commitments.............................................   38
   2.07     Repayment of Loans..................................................................   38
   2.08     Interest............................................................................   39
   2.09     Fees................................................................................   39
   2.10     Computation of Interest and Fees....................................................   40
   2.11     Evidence of Indebtedness............................................................   40
   2.12     Payments Generally; Administrative Agent's Clawback.................................   41
   2.13     Sharing of Payments by Lenders......................................................   42
   2.14     Designated Borrowers................................................................   43
   2.15     Extension of Maturity Date..........................................................   45

ARTICLE III  TAXES, YIELD PROTECTION AND ILLEGALITY.............................................   46
   3.01     Taxes...............................................................................   46
   3.02     Illegality..........................................................................   48
   3.03     Inability to Determine Rates........................................................   48
   3.04     Increased Costs; Reserves on Eurocurrency Rate Loans................................   49
   3.05     Compensation for Losses.............................................................   51
   3.06     Mitigation Obligations; Replacement of Lenders......................................   51
   3.07     Survival............................................................................   52

ARTICLE IV......................................................................................   52

GUARANTY........................................................................................   52
   4.01     The Guaranty........................................................................   52
   4.02     Obligations Unconditional...........................................................   52
   4.03     Reinstatement.......................................................................   53


                                       i


                                                                                                
   4.04     Certain Additional Waivers..........................................................   53
   4.05     Remedies............................................................................   53
   4.06     Guarantee of Payment; Continuing Guarantee..........................................   54

ARTICLE V CONDITIONS PRECEDENT TO Credit Extensions.............................................   54
   5.01     Conditions of Initial Credit Extension..............................................   54
   5.02     Conditions to all Credit Extensions.................................................   55

ARTICLE VI REPRESENTATIONS AND WARRANTIES.......................................................   56
   6.01     Existence, Qualification and Power; Compliance With Laws............................   56
   6.02     Authorization; No Contravention.....................................................   56
   6.03     Governmental Authorization; Other Consents..........................................   57
   6.04     Binding Effect......................................................................   57
   6.05     Financial Statements................................................................   57
   6.06     Litigation..........................................................................   57
   6.07     No Default..........................................................................   58
   6.08     Environmental Compliance............................................................   58
   6.09     Taxes...............................................................................   58
   6.10     ERISA Compliance....................................................................   58
   6.11     Subsidiaries........................................................................   59
   6.12     Margin Regulations; Investment Company Act; Public Utility Holding Company Act......   59
   6.13     Disclosure..........................................................................   59
   6.14     Compliance with Laws................................................................   59
   6.15     Representations as to Foreign Obligors..............................................   59
   6.16     Use of Proceeds.....................................................................   60

ARTICLE VII AFFIRMATIVE COVENANTS...............................................................   60
   7.01     Financial Statements................................................................   61
   7.02     Certificates; Other Information.....................................................   61
   7.03     Notices.............................................................................   62
   7.04     Payment of Obligations..............................................................   63
   7.05     Preservation of Existence, Etc......................................................   63
   7.06     Maintenance of Properties...........................................................   63
   7.07     Maintenance of Insurance............................................................   64
   7.08     Compliance with Laws................................................................   64
   7.09     Books and Records...................................................................   64
   7.10     Inspection Rights...................................................................   64
   7.11     Use of Proceeds.....................................................................   64

ARTICLE VIII NEGATIVE COVENANTS.................................................................   65
   8.01     Liens...............................................................................   65
   8.02     Investments.........................................................................   66
   8.03     Fundamental Changes.................................................................   66
   8.04     Transactions with Affiliates........................................................   67
   8.05     Burdensome Agreements...............................................................   67
   8.06     Financial Covenants.................................................................   67



                                       ii


                                                                                               
   8.07     Organization Documents..............................................................   67
   8.08     Use of Proceeds.....................................................................   67
   8.09     Synthetic Lease Obligations.........................................................   67

ARTICLE IX EVENTS OF DEFAULT AND REMEDIES.......................................................   68
   9.01     Events of Default...................................................................   68
   9.02     Remedies Upon Event of Default......................................................   69
   9.03     Application of Funds................................................................   70

ARTICLE X ADMINISTRATIVE AGENT..................................................................   71
   10.01    Appointment and Authority...........................................................   71
   10.02    Rights as a Lender..................................................................   71
   10.03    Exculpatory Provisions..............................................................   71
   10.04    Reliance by Administrative Agent....................................................   72
   10.05    Delegation of Duties................................................................   72
   10.06    Resignation of Administrative Agent.................................................   73
   10.07    Non-Reliance on Administrative Agent and Other Lenders..............................   73
   10.08    No Other Duties, Etc................................................................   74
   10.09    Administrative Agent May File Proofs of Claim.......................................   74

ARTICLE XI MISCELLANEOUS........................................................................   74
   11.01    Amendments, Etc.....................................................................   74
   11.02    Notices; Effectiveness; Electronic Communication....................................   75
   11.03    No Waiver; Cumulative Remedies......................................................   77
   11.04    Expenses; Indemnity; Damage Waiver..................................................   77
   11.05    Payments Set Aside..................................................................   79
   11.06    Successors and Assigns..............................................................   79
   11.07    Treatment of Certain Information; Confidentiality...................................   82
   11.08    Right of Setoff.....................................................................   83
   11.09    Interest Rate Limitation............................................................   83
   11.10    Counterparts; Integration; Effectiveness............................................   83
   11.11    Survival of Representations and Warranties..........................................   84
   11.12    Severability........................................................................   84
   11.13    Replacement of Lenders..............................................................   84
   11.14    Governing Law; Jurisdiction; Etc....................................................   85
   11.15    Waiver of Jury Trial................................................................   86
   11.16    USA PATRIOT Act Notice..............................................................   86
   11.17    Judgment Currency...................................................................   86

SIGNATURES .....................................................................................  S-1



                                       iii


SCHEDULES

   1.01   Mandatory Cost Formulae
   2.01   Commitments and Applicable Percentages
   2.14   Designated Borrowers
   8.01   Existing Liens
   11.02  Administrative Agent's Office; Certain Addresses for Notices
   11.06  Processing and Recordation Fees

EXHIBITS

                 FORM OF

   A      Committed Loan Notice
   B      Swing Line Loan Notice
   C      Revolving Note
   D      Swing Line Note
   E      Compliance Certificate
   F      Assignment and Assumption
   G      Designated Borrower Request and Assumption Agreement
   H      Designated Borrower Notice

                                       iv


                                CREDIT AGREEMENT

      This CREDIT AGREEMENT ("Agreement") is entered into as of August 3, 2005,
among CABOT CORPORATION, a Delaware corporation (the "Company"), certain
Subsidiaries of the Company party hereto pursuant to Section 2.14 (each a
"Designated Borrower" and, together with the Company, the "Borrowers" and, each
a "Borrower"), each lender from time to time party hereto (collectively, the
"Lenders" and individually, a "Lender"), and BANK OF AMERICA, N.A., as
Administrative Agent, Swing Line Lender and L/C Issuer.

      The Company has requested that the Lenders provide a revolving credit
facility, and the Lenders are willing to do so on the terms and conditions set
forth herein.

      In consideration of the mutual covenants and agreements herein contained,
the parties hereto covenant and agree as follows:

                                    ARTICLE I
                        DEFINITIONS AND ACCOUNTING TERMS

            1.01 DEFINED TERMS. As used in this Agreement, the following terms
shall have the meanings set forth below:

      "Acquisition", by any Person, means the acquisition by such Person (other
than a transaction that would be classified as a capital expenditure in
accordance with GAAP), in a single transaction or in a series of related
transactions, of all or any substantial portion of the Property of another
Person or at least a majority of the Voting Stock of another Person, in each
case whether or not involving a merger or consolidation with such other Person
and whether for cash, property, services, assumption of Indebtedness, securities
or otherwise.

      "Administrative Agent" means Bank of America in its capacity as
administrative agent under any of the Loan Documents, or any successor
administrative agent.

      "Administrative Agent's Office" means, with respect to any currency, the
Administrative Agent's address and, as appropriate, account as set forth on
Schedule 11.02 with respect to such currency, or such other address or account
with respect to such currency as the Administrative Agent may from time to time
notify to the Company and the Lenders.

      "Administrative Questionnaire" means an Administrative Questionnaire in a
form supplied by the Administrative Agent.

      "Affiliate" means, as to any Person, any other Person which, directly or
indirectly, is in control of, is controlled by, or is under common control with,
such Person. For purposes of this definition, "control" of a Person means the
power, directly or indirectly, to direct or cause the direction of the
management and policies of such Person, whether by contract or otherwise.

      "Aggregate Commitments" means the Commitments of all the Lenders.

      "Agreement" means this Credit Agreement.

      "Alternative Currency" means each of Euro, Yen, Australian Dollars,
Canadian Dollars, Sterling, Singapore Dollars, Swiss Francs and each other
currency (other than Dollars) that is approved in accordance with Section 1.05.



      "Alternative Currency Equivalent" means, at any time, with respect to any
amount denominated in Dollars, the equivalent amount thereof in the applicable
Alternative Currency as determined by the Administrative Agent at such time on
the basis of the Spot Rate (determined in respect of the most recent Revaluation
Date) for the purchase of such Alternative Currency with Dollars.

      "Alternative Currency Reserve" means, at any time, the Dollar amount equal
to 2.5% of the Outstanding Amount of Committed Loans denominated in Alternative
Currencies at such time.

      "Applicable Foreign Obligor Documents" has the meaning specified in
Section 6.15.

      "Applicable Percentage" means with respect to any Lender at any time, the
percentage of the Aggregate Commitments represented by such Lender's Commitment
at such time. If the Commitment of each Lender to make Loans and the obligation
of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to
Section 9.02 or if the Aggregate Commitments have expired, then the Applicable
Percentage of each Lender shall be determined based on the Applicable Percentage
of such Lender most recently in effect, giving effect to any subsequent
assignments. The initial Applicable Percentage of each Lender is set forth
opposite the name of such Lender on Schedule 2.01 or in the Assignment and
Assumption pursuant to which such Lender becomes a party hereto, as applicable.

      "Applicable Rate" means, from time to time, with respect to each of the
Facility Fee, the Utilization Fee, Letters of Credit, Eurocurrency Rate Loans
and Base Rate Loans, the following percentages per annum, based upon the Debt
Rating as set forth in the table below (the "Pricing Table"):



                                                                         LETTER
                                                                           OF      BASE
                 DEBT RATINGS      FACILITY  UTILIZATION  EUROCURRENCY   CREDIT    RATE
PRICING LEVEL     S&P/MOODY'S         FEE        FEE         MARGIN        FEE    MARGIN
- -------------  ------------------  --------  -----------  ------------  --------  ------
                                                                
      1        A/A2 or better       0.070%      0.075%       0.180%      0.180%    0.0%
      2        A-/A3                0.080%      0.075%       0.220%      0.220%    0.0%
      3        BBB+/Baa1            0.100%      0.100%       0.300%      0.300%    0.0%
      4        BBB/Baa2             0.125%      0.125%       0.375%      0.375%    0.0%
      5        BBB-/Baa3 or worse   0.175%      0.125%       0.450%      0.450%    0.0%


      Initially, the Applicable Rate shall be determined based upon the Debt
Rating specified in the certificate delivered pursuant to Section 5.01(a)(vii).
Thereafter, each change in the Applicable Rate resulting from a publicly
announced change in the Debt Rating shall be effective, in the case of an
upgrade, during the period commencing on the date of delivery by the Company to
the Administrative Agent of notice thereof pursuant to Section 7.03(e) and
ending on the date immediately preceding the effective date of the next such
change and, in the case of a downgrade, during the period commencing on the date
of the public announcement thereof and ending on the date immediately preceding
the effective date of the next such change.

      "Applicable Time" means, with respect to any borrowings and payments in
any Alternative Currency, the local time in the place of settlement for such
Alternative Currency as may be determined by the Administrative Agent to be
necessary for timely settlement on the relevant date in accordance with normal
banking procedures in the place of payment.

      "Applicant Borrower" has the meaning specified in Section 2.14.

                                        2


      "Approved Fund" means any Fund that is administered or managed by (a) a
Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an
entity that administers or manages a Lender.

      "Approving Lenders" has the meaning specified in Section 2.15(e).

      "Arrangers" means BAS and Citigroup Global Markets, Inc. in their
capacities as joint lead arrangers.

      "Assignee Group" means two or more Eligible Assignees that are Affiliates
of one another or two or more Approved Funds managed by the same investment
advisor.

      "Assignment and Assumption" means an assignment and assumption entered
into by a Lender and an Eligible Assignee (with the consent of any party whose
consent is required by Section 11.06(b), and accepted by the Administrative
Agent, in substantially the form of Exhibit F or any other form approved by the
Administrative Agent.

      "Attributable Indebtedness" means, on any date, (a) in respect of any
Capital Lease of any Person, the capitalized amount thereof that would appear on
a balance sheet of such Person prepared as of such date in accordance with GAAP,
(b) in respect of any Synthetic Lease Obligation, the capitalized amount of the
remaining lease payments under the relevant lease that would appear on a balance
sheet of such Person prepared as of such date in accordance with GAAP if such
lease were accounted for as a Capital Lease and (c) in respect of any
Securitization Transaction of any Person, the outstanding principal amount of
such financing, after taking into account reserve accounts.

      "Audited Financial Statements" means the audited consolidated balance
sheet of the Company and its Subsidiaries for the fiscal year ended September
30, 2004, and the related consolidated statements of income or operations,
shareholders' equity and cash flows for such fiscal year of the Company and its
Subsidiaries, including the notes thereto.

      "Availability Period" means the period from and including the Closing Date
to the earliest of (a) the Maturity Date then in effect for such Lender, (b) the
date of termination of the Aggregate Commitments pursuant to Section 2.06, and
(c) the date of termination of the commitment of each Lender to make Loans and
of the obligation of the L/C Issuer to make L/C Credit Extensions pursuant to
Section 9.02.

      "Bank of America" means Bank of America, N.A. and its successors.

      "BAS" means Banc of America Securities LLC and its successors.

      "Base Rate" means for any day a fluctuating rate per annum equal to the
higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest
in effect for such day as publicly announced from time to time by Bank of
America as its "prime rate." The "prime rate" is a rate set by Bank of America
based upon various factors including Bank of America's costs and desired return,
general economic conditions and other factors, and is used as a reference point
for pricing some loans, which may be priced at, above, or below such announced
rate. Any change in such rate announced by Bank of America shall take effect at
the opening of business on the day specified in the public announcement of such
change.

      "Base Rate Committed Loan" means a Committed Loan that is a Base Rate
Loan.

      "Base Rate Loan" means a Loan that bears interest based on the Base Rate.
All Base Rate Loans shall be denominated in Dollars.

                                        3


      "Borrower" and "Borrowers" each has the meaning specified in the
introductory paragraph hereto.

      "Borrower Materials" has the meaning specified in Section 7.02.

      "Borrowing" means a Committed Borrowing or a Swing Line Borrowing, as the
context may require.

      "Business Day" means any day other than a Saturday, Sunday or other day on
which commercial banks are authorized to close under the Laws of, or are in fact
closed in, the state where the Administrative Agent's Office with respect to
Obligations denominated in Dollars is located and:

            (a) if such day relates to any interest rate settings as to a
      Eurocurrency Rate Loan denominated in Dollars, any fundings,
      disbursements, settlements and payments in Dollars in respect of any such
      Eurocurrency Rate Loan, or any other dealings in Dollars to be carried out
      pursuant to this Agreement in respect of any such Eurocurrency Rate Loan,
      means any such day on which dealings in deposits in Dollars are conducted
      by and between banks in the London interbank eurodollar market;

            (b) if such day relates to any interest rate settings as to a
      Eurocurrency Rate Loan denominated in Euro, any fundings, disbursements,
      settlements and payments in Euro in respect of any such Eurocurrency Rate
      Loan, or any other dealings in Euro to be carried out pursuant to this
      Agreement in respect of any such Eurocurrency Rate Loan, means a TARGET
      Day;

            (c) if such day relates to any interest rate settings as to a
      Eurocurrency Rate Loan denominated in a currency other than Dollars or
      Euro, means any such day on which dealings in deposits in the relevant
      currency are conducted by and between banks in the London or other
      applicable offshore interbank market for such currency; and

            (d) if such day relates to any fundings, disbursements, settlements
      and payments in a currency other than Dollars or Euro in respect of a
      Eurocurrency Rate Loan denominated in a currency other than Dollars or
      Euro, or any other dealings in any currency other than Dollars or Euro to
      be carried out pursuant to this Agreement in respect of any such
      Eurocurrency Rate Loan (other than any interest rate settings), means any
      such day on which banks are open for foreign exchange business in the
      principal financial center of the country of such currency.

      "Capital Lease" means, as applied to any Person, any lease of any Property
by that Person as lessee which, in accordance with GAAP, is required to be
accounted for as a capital lease on the balance sheet of that Person.

      "Cash Collateral" has the meaning specified in Section 2.03(g).

      "Cash Collateralize" has the meaning specified in Section 2.03(g).

      "Cash Equivalents" means any Investment in (i) securities of the U.S.
Treasury; (ii) securities of agencies of the U.S. Government; (iii) commercial
paper, with a rating in the United States of A-1 by S&P and a rating in the
United States of P-1 by Moody's or better; or in the case of a foreign issuer,
an equivalent rating by another recognized credit rating service; (iv) bankers'
acceptances, certificates of deposit, and time deposits issued by any Lender or
by a bank having capital in excess of $1,000,000,000; (v) repurchase agreements
with a "primary" dealer of the Federal Reserve or a bank described in clause

                                        4


(iv) of this definition which is collateralized by obligations of the U.S.
Government or federal agencies with a value not to be below 102% of the face
value of the repurchase agreement; (vi) municipal obligations with a rating of
MIG-1 by S&P and a rating of SP-1 by Moody's or better, (vii) preferred stock
which is rated A by S&P or A2 by Moody's or better and whose dividend rate is
set no longer than every 49 days through a Dutch auction process and (viii)
money market funds substantially all of whose investments listed in the relevant
prospectus are of the types listed in the foregoing items (i) through (vii).

      "Change in Law" means the occurrence, after the date of this Agreement, of
any of the following: (a) the adoption or taking effect of any law, rule,
regulation or treaty, (b) any change in any law, rule, regulation or treaty or
in the administration, interpretation or application thereof by any Governmental
Authority or (c) the making or issuance of any request, guideline or directive
(whether or not having the force of law) by any Governmental Authority.

      "Change of Control" means an event or series of events by which:

            (a) any "person" or "group" (as such terms are used in Sections
      13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding
      members of the Cabot family, any employee benefit plan of such person or
      its subsidiaries, and any person or entity acting in its capacity as
      trustee, agent or other fiduciary or administrator of any such plan)
      becomes the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under
      the Securities Exchange Act of 1934, except that a person or group shall
      be deemed to have "beneficial ownership" of all securities that such
      person or group has the right to acquire (such right, an "option right"),
      whether such right is exercisable immediately or only after the passage of
      time), directly or indirectly, of 25% or more of the equity securities of
      the Company entitled to vote for members of the board of directors or
      equivalent governing body of the Company on a fully-diluted basis (and
      taking into account all such securities that such person or group has the
      right to acquire pursuant to any option right); or

            (b) during any period of 24 consecutive months, a majority of the
      members of the board of directors or other equivalent governing body of
      the Company cease to be composed of individuals (i) who were members of
      that board or equivalent governing body on the first day of such period,
      (ii) whose election or nomination to that board or equivalent governing
      body was approved by individuals referred to in clause (i) above
      constituting at the time of such election or nomination at least a
      majority of that board or equivalent governing body or (iii) whose
      election or nomination to that board or other equivalent governing body
      was approved by individuals referred to in clauses (i) and (ii) above
      constituting at the time of such election or nomination at least a
      majority of that board or equivalent governing body (excluding, in the
      case of both clause (ii) and clause (iii), any individual whose initial
      nomination for, or assumption of office as, a member of that board or
      equivalent governing body occurs as a result of an actual or threatened
      solicitation of proxies or consents for the election or removal of one or
      more directors by any person or group other than a solicitation for the
      election of one or more directors by or on behalf of the board of
      directors).

      "Closing Date" means August 3, 2005.

      "Code" means the Internal Revenue Code of 1986.

      "Commitment" means, as to each Lender, its obligation to (a) make
Committed Loans to the Borrowers pursuant to Section 2.01, (b) purchase
participations in L/C Obligations, and (c) purchase participations in Swing Line
Loans, in an aggregate principal amount at any one time outstanding not to
exceed the Dollar amount set forth opposite such Lender's name on Schedule 2.01
or in the Assignment

                                        5


and Assumption pursuant to which such Lender becomes a party hereto, as
applicable, as such amount may be adjusted from time to time in accordance with
this Agreement.

      "Committed Borrowing" means a borrowing consisting of simultaneous
Committed Loans of the same Type, in the same currency and, in the case of
Eurocurrency Rate Loans, having the same Interest Period made by each of the
Lenders pursuant to Section 2.01.

      "Committed Loan" has the meaning specified in Section 2.01.

      "Committed Loan Notice" means a notice of (a) a Committed Borrowing, (b) a
conversion of Committed Loans from one Type to the other, or (c) a continuation
of Eurocurrency Rate Loans, pursuant to Section 2.02(a), which, if in writing,
shall be substantially in the form of Exhibit A.

      "Company" has the meaning specified in the introductory paragraph hereto.

      "Compliance Certificate" means a certificate substantially in the form of
Exhibit E.

      "Consolidated EBITDA" means, for any period, for the Company and its
Consolidated Subsidiaries on a consolidated basis, an amount equal to
Consolidated Net Income for such period plus (a) the following to the extent
deducted in calculating such Consolidated Net Income: (i) Consolidated Interest
Expense for such period, (ii) the provision for Federal, state, local and
foreign income taxes payable by the Company and its Subsidiaries for such
period, (iii) depreciation and amortization expense and (iv) other noncash
charges for such period minus (b) to the extent included in calculating
Consolidated Net Income for such period, all noncash income or gains (including
income tax benefits) for such period, all as determined in accordance with GAAP.

      "Consolidated Indebtedness" means at any date the Indebtedness of the
Company and its Consolidated Subsidiaries, determined on a consolidated basis as
of such date.

      "Consolidated Interest Coverage Ratio" means, as of any date of
determination, the ratio of (a) Consolidated EBITDA for the period of the four
prior fiscal quarters ending on such date to (b) the cash portion of
Consolidated Interest Expense for such period, each as determined on a
consolidated basis in accordance with GAAP.

      "Consolidated Interest Expense" means, for any period, for the Company and
its Consolidated Subsidiaries on a consolidated basis, the sum of all interest,
premium payments, debt discount, fees, charges and related expenses of the
Company and its Consolidated Subsidiaries in connection with borrowed money
(including capitalized interest and other fees and charges incurred under any
Securitization Transactions) or in connection with the deferred purchase price
of assets, in each case to the extent treated as interest in accordance with
GAAP.

      "Consolidated Net Income" means, for any period, for the Company and its
Subsidiaries on a consolidated basis, the net income of the Company and its
Subsidiaries (excluding extraordinary nonrecurring gains and losses) for that
period, determined on a consolidated basis in accordance with GAAP.

      "Consolidated Subsidiary" means at any date any Subsidiary or other entity
the accounts of which are consolidated with those of the Company in its
consolidated financial statements prepared as of such date, in accordance with
GAAP.

                                        6


      "Consolidated Tangible Net Worth" means at any date (i) the consolidated
stockholders' equity of the Company as of such date (calculated excluding
adjustments to translate foreign assets and liabilities for changes in foreign
exchange rates made in accordance with Financial Accounting Standards Board
Statement No. 52 and 133), minus (ii) to the extent reflected in determining
such consolidated stockholders' equity at such date, the amount of consolidated
Intangible Assets of the Company and its Consolidated Subsidiaries.

      "Contractual Obligation" means, as to any Person, any provision of any
security issued by such Person or of any agreement, instrument or other
undertaking to which such Person is a party or by which it or any of its
property is bound.

      "Credit Extension" means each of the following: (a) a Borrowing and (b) an
L/C Credit Extension.

      "Debt Rating" means, as of any date of determination, the rating as
determined by either S&P or Moody's (collectively, the "Debt Ratings") of the
Company's non-credit-enhanced, senior unsecured long-term debt; provided that if
a Debt Rating is issued by each of the foregoing rating agencies, then the
higher of such Debt Ratings shall apply (with the Debt Rating for Pricing Level
1 being the highest and the Debt Rating for Pricing Level 5 being the lowest),
unless there is a split in Debt Ratings of more than one level, in which case
the Pricing Level that is one level higher than the Pricing Level of the lower
Debt Rating shall apply.

      "Debtor Relief Laws" means the Bankruptcy Code of the United States, and
all other liquidation, conservatorship, bankruptcy, assignment for the benefit
of creditors, moratorium, rearrangement, receivership, insolvency,
reorganization, or similar debtor relief Laws of the United States or other
applicable jurisdictions from time to time in effect and affecting the rights of
creditors generally.

      "Default" means any event or condition that constitutes an Event of
Default or that, with the giving of any notice, the passage of time, or both,
would be an Event of Default.

      "Default Rate" means (a) when used with respect to Obligations other than
Letter of Credit Fees, an interest rate equal to (i) the Base Rate plus (ii) the
Applicable Rate, if any, applicable to Base Rate Loans shown in the column
labeled Base Rate Margin in the Pricing Table, plus (iii) 2% per annum;
provided, however, that with respect to a Eurocurrency Rate Loan, the Default
Rate shall be an interest rate equal to the Eurocurrency Rate plus the
Applicable Rate shown in the column labeled Eurocurrency Margin in the Pricing
Table, plus Mandatory Cost, if any, plus 2% per annum, and (b) when used with
respect to Letter of Credit Fees, a rate equal to the Applicable Rate shown in
the column labeled Letter of Credit Fee in the Pricing Table, plus 2% per annum.

      "Defaulting Lender" means any Lender that (a) has failed to fund any
portion of the Committed Loans, participations in L/C Obligations or
participations in Swing Line Loans required to be funded by it hereunder within
one Business Day of the date required to be funded by it hereunder, (b) has
otherwise failed to pay over to the Administrative Agent or any other Lender any
other amount required to be paid by it hereunder within one Business Day of the
date when due, unless the subject of a good faith dispute, or (c) has been
deemed insolvent or become the subject of a bankruptcy or insolvency proceeding.

      "Designated Borrower" has the meaning specified in the introductory
paragraph hereto.

      "Designated Borrower Notice" has the meaning specified in Section 2.14.

                                        7


      "Designated Borrower Obligations" means all advances to, and debts,
liabilities, obligations, covenants and duties of, the Designated Borrowers
arising under any Loan Document or otherwise with respect to any Loan or Letter
of Credit, whether direct or indirect (including those acquired by assumption),
absolute or contingent, due or to become due, now existing or hereafter arising
and including interest and fees that accrue after the commencement by or against
any Designated Borrower or any Affiliate thereof of any proceeding under any
Debtor Relief Laws naming such Person as the debtor in such proceeding,
regardless of whether such interest and fees are allowed claims in such
proceeding.

      "Designated Borrower Request and Assumption Agreement" has the meaning
specified in Section 2.14.

      "Disposition" or "Dispose" means the sale, transfer, license, lease or
other disposition (including any sale and leaseback transaction) of any property
by any Person, including any sale, assignment, transfer or other disposal, with
or without recourse, of any notes or accounts receivable or any rights and
claims associated therewith.

      "Dollar" and "$" mean lawful money of the United States.

      "Dollar Equivalent" means, at any time, (a) with respect to any amount
denominated in Dollars, such amount, and (b) with respect to any amount
denominated in any Alternative Currency, the equivalent amount thereof in
Dollars as determined by the Administrative Agent or the L/C Issuer, as the case
may be, at such time on the basis of the Spot Rate (determined in respect of the
most recent Revaluation Date) for the purchase of Dollars with such Alternative
Currency.

      "Domestic Subsidiary" means any Subsidiary that is organized under the
laws of any political subdivision of the United States.

      "Eligible Assignee" means (a) a Lender; (b) an Affiliate of a Lender; (c)
an Approved Fund; and (d) any other Person (other than a natural person)
approved by (i) the Administrative Agent, the L/C Issuer and the Swing Line
Lender, and (ii) unless an Event of Default has occurred and is continuing, the
Company (each such approval not to be unreasonably withheld or delayed);
provided that notwithstanding the foregoing, "Eligible Assignee" shall not
include the Company or any of the Company's Affiliates or Subsidiaries; and
provided further, however, that an Eligible Assignee shall include only a
Lender, an Affiliate of a Lender or another Person, which, through its Lending
Offices, is capable of lending to the relevant Borrowers without the imposition
of any additional Indemnified Taxes.

      "EMU" means the economic and monetary union in accordance with the Treaty
of Rome 1957, as amended by the Single European Act 1986, the Maastricht Treaty
of 1992 and the Amsterdam Treaty of 1998.

      "EMU Legislation" means the legislative measures of the European Council
for the introduction of, changeover to or operation of a single or unified
European currency.

      "Environmental Laws" means any and all Federal, state, local, and foreign
statutes, laws, regulations, ordinances, rules, judgments, orders, decrees,
permits, concessions, grants, franchises, licenses, agreements or governmental
restrictions relating to pollution and the protection of the environment or the
release of any materials into the environment, including those related to
hazardous substances or wastes, air emissions and discharges to waste or public
systems.

      "Environmental Liability" means any liability, contingent or otherwise
(including any liability for damages, costs of environmental remediation, fines,
penalties or indemnities), of the Company, any other

                                        8


Loan Party or any of their respective Subsidiaries directly or indirectly
resulting from or based upon (a) violation of any Environmental Law, (b) the
generation, use, handling, transportation, storage, treatment or disposal of any
Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or
threatened release of any Hazardous Materials into the environment or (e) any
contract, agreement or other consensual arrangement pursuant to which liability
is assumed or imposed with respect to any of the foregoing.

      "Equity Interests" means, with respect to any Person, all of the shares of
capital stock of (or other ownership or profit interests in) such Person, all of
the warrants, options or other rights for the purchase or acquisition from such
Person of shares of capital stock of (or other ownership or profit interests in)
such Person, all of the securities convertible into or exchangeable for shares
of capital stock of (or other ownership or profit interests in) such Person or
warrants, rights or options for the purchase or acquisition from such Person of
such shares (or such other interests), and all of the other ownership or profit
interests in such Person (including partnership, member or trust interests
therein), whether voting or nonvoting, and whether or not such shares, warrants,
options, rights or other interests are outstanding on any date of determination.

      "ERISA" means the Employee Retirement Income Security Act of 1974.

      "ERISA Affiliate" means any trade or business (whether or not
incorporated) under common control with the Company within the meaning of
Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for
purposes of provisions relating to Section 412 of the Code).

      "ERISA Event" means (a) a Reportable Event with respect to a Pension Plan;
(b) a withdrawal by the Company or any ERISA Affiliate from a Pension Plan
subject to Section 4063 of ERISA during a plan year in which it was a
substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation
of operations that is treated as such a withdrawal under Section 4062(e) of
ERISA; (c) a complete or partial withdrawal by the Company or any ERISA
Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is
in reorganization; (d) the filing of a notice of intent to terminate, the
treatment of a Plan amendment as a termination under Sections 4041 or 4041A of
ERISA, or the commencement of proceedings by the PBGC to terminate a Pension
Plan or Multiemployer Plan; (e) an event or condition which constitutes grounds
under Section 4042 of ERISA for the termination of, or the appointment of a
trustee to administer, any Pension Plan or Multiemployer Plan; or (f) the
imposition of any liability under Title IV of ERISA, other than for PBGC
premiums due but not delinquent under Section 4007 of ERISA, upon the Company or
any ERISA Affiliate.

      "Euro" and "EUR" mean the lawful currency of the Participating Member
States introduced in accordance with the EMU Legislation.

      "Eurocurrency Rate" means, for any Interest Period with respect to a
Eurocurrency Rate Loan, the rate per annum equal to the British Bankers
Association LIBOR Rate ("BBA LIBOR"), as published by Reuters (or other
commercially available source providing quotations of BBA LIBOR as designated by
the Administrative Agent from time to time) at approximately 11:00 a.m., London
time, two Business Days prior to the commencement of such Interest Period, for
deposits in the relevant currency (for delivery on the first day of such
Interest Period) with a term equivalent to such Interest Period. If such rate is
not available at such time for any reason, then the "Eurocurrency Rate" for such
Interest Period shall be the rate per annum determined by the Administrative
Agent to be the rate at which deposits in the relevant currency for delivery on
the first day of such Interest Period in Same Day Funds in the approximate
amount of the Eurocurrency Rate Loan being made, continued or converted by Bank
of America and with a term equivalent to such Interest Period would be offered
by Bank of America's London Branch (or other Bank of America branch or
Affiliate) to major banks in the London or other

                                        9


offshore interbank market for such currency at their request at approximately
11:00 a.m. (London time) two Business Days prior to the commencement of such
Interest Period.

      "Eurocurrency Rate Loan" means a Committed Loan that bears interest at a
rate based on the Eurocurrency Rate. Eurocurrency Rate Loans may be denominated
in Dollars or in an Alternative Currency. All Committed Loans denominated in an
Alternative Currency must be Eurocurrency Rate Loans.

      "Event of Default" has the meaning specified in Section 9.01.

      "Excluded Taxes" means, with respect to the Administrative Agent, any
Lender, the L/C Issuer or any other recipient of any payment to be made by or on
account of any obligation of any Borrower hereunder, (a) taxes imposed on or
measured by its overall net income (however denominated), and franchise taxes
imposed on it (in lieu of net income taxes), by the jurisdiction (or any
political subdivision thereof) under the laws of which such recipient is
organized or in which its principal office is located or, in the case of any
Lender, in which its applicable Lending Office is located, (b) any branch
profits taxes imposed by the United States or any similar tax imposed by any
other jurisdiction in which such Borrower is located and (c) except as provided
in the following sentence, in the case of a Lender (other than an assignee
pursuant to a request by the Company under Section 11.13), any withholding tax
that is imposed on amounts payable to such Lender at the time such Lender
becomes a party hereto (or designates a new Lending Office) or is attributable
to such Lender's failure or inability (other than as a result of a Change in
Law) to comply with Section 3.01(e), except to the extent that such Lender (or
its assignor, if any) was entitled, at the time of designation of a new Lending
Office (or assignment), to receive additional amounts from the applicable
Borrower with respect to such withholding tax pursuant to Section 3.01(a).
Notwithstanding anything to the contrary contained in this definition, "Excluded
Taxes" shall not include any withholding tax that arises solely as a result of a
designation pursuant to Section 2.14 and that is imposed at any time on payments
made by or on behalf of a Foreign Obligor to any Lender hereunder or under any
other Loan Document, provided that such Lender shall have complied with the last
paragraph of Section 3.01(e).

      "Existing Credit Agreement" means that certain Credit Agreement dated as
of July 13, 2001 among the Company, Fleet National Bank, now known as Bank of
America, N.A., as agent, and a syndicate of lenders.

      "Existing Maturity Date" has the meaning specified in Section 2.15(a).

      "Facility Fee" has the meaning specified in Section 2.09(a).

      "Federal Funds Rate" means, for any day, the rate per annum equal to the
weighted average of the rates on overnight Federal funds transactions with
members of the Federal Reserve System arranged by Federal funds brokers on such
day, as published by the Federal Reserve Bank of New York on the Business Day
next succeeding such day; provided that (a) if such day is not a Business Day,
the Federal Funds Rate for such day shall be such rate on such transactions on
the next preceding Business Day as so published on the next succeeding Business
Day, and (b) if no such rate is so published on such next succeeding Business
Day, the Federal Funds Rate for such day shall be the average rate (rounded
upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of
America on such day on such transactions as determined by the Administrative
Agent.

      "Fee Letter" means the letter agreement, dated May 19, 2005 among the
Company, Bank of America and BAS.

                                       10


      "Financial Letter of Credit" means a standby letter of credit not
constituting a Performance Letter of Credit.

      "Foreign Lender" means, with respect to any Borrower, any Lender that is
organized under the laws of a jurisdiction other than that in which such
Borrower is resident for tax purposes. For purposes of this definition, the
United States, each State thereof and the District of Columbia shall be deemed
to constitute a single jurisdiction.

      "Foreign Obligor" means a Designated Borrower that is a Foreign
Subsidiary.

      "Foreign Subsidiary" means any Subsidiary that is organized under the laws
of a jurisdiction other than the United States, a State thereof or the District
of Columbia.

      "FRB" means the Board of Governors of the Federal Reserve System of the
United States.

      "Fully Satisfied" means, with respect to the Obligations as of any date,
that, as of such date, (a) all principal of and interest accrued to such date
which constitute Obligations shall have been paid in full in cash, (b) all fees,
expenses and other amounts then due and payable which constitute Obligations
shall have been paid in cash, (c) all outstanding Letters of Credit shall have
been (i) terminated, (ii) fully Cash Collateralized or (iii) secured by one or
more letters of credit on terms and conditions, and with one or more financial
institutions, reasonably satisfactory to the L/C Issuer and (d) the Commitments
shall have expired or been terminated in full.

      "Fund" means any Person (other than a natural person) that is (or will be)
engaged in making, purchasing, holding or otherwise investing in commercial
loans and similar extensions of credit in the ordinary course of its business.

      "GAAP" means generally accepted accounting principles in the United States
set forth in the opinions and pronouncements of the Accounting Principles Board
and the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or such other
principles as may be approved by a significant segment of the accounting
profession in the United States, that are applicable to the circumstances as of
the date of determination, consistently applied.

      "Governmental Authority" means the government of the United States or any
other nation, or of any political subdivision thereof, whether state or local,
and any agency, authority, instrumentality, regulatory body, court, central bank
or other entity exercising executive, legislative, judicial, taxing, regulatory
or administrative powers or functions of or pertaining to government (including
any supra-national bodies such as the European Union or the European Central
Bank).

      "Guarantee" means, as to any Person, (a) any obligation, contingent or
otherwise, of such Person guaranteeing or having the economic effect of
guaranteeing any Indebtedness payable or performable by another Person (the
"primary obligor") in any manner, whether directly or indirectly, and including
any obligation of such Person, direct or indirect, (i) to purchase or pay (or
advance or supply funds for the purchase or payment of) such Indebtedness, (ii)
to purchase or lease property, securities or services for the purpose of
assuring the obligee in respect of such Indebtedness of the payment or
performance of such Indebtedness, (iii) to maintain working capital, equity
capital or any other financial statement condition or liquidity or level of
income or cash flow of the primary obligor so as to enable the primary obligor
to pay such Indebtedness, or (iv) entered into for the purpose of assuring in
any other manner the obligee in respect of such Indebtedness of the payment or
performance thereof or to protect such obligee against loss in respect thereof
(in whole or in part), or (b) any Lien on any assets of such Person securing any

                                       11


Indebtedness of any other Person, whether or not such Indebtedness is assumed by
such Person (or any right, contingent or otherwise, of any holder of such
Indebtedness to obtain any such Lien). The amount of any Guarantee shall be
deemed to be an amount equal to the stated or determinable amount of the related
primary obligation, or portion thereof, in respect of which such Guarantee is
made or, if not stated or determinable, the maximum reasonably anticipated
liability in respect thereof as determined by the guaranteeing Person in good
faith. The term "Guarantee" as a verb has a corresponding meaning.

      "Guaranty" means the Guaranty made by the Company in favor of the
Administrative Agent and the Lenders pursuant to Article IV hereof.

      "Hazardous Materials" means all explosive or radioactive substances or
wastes and all hazardous or toxic substances, wastes or other pollutants,
including petroleum or petroleum distillates, asbestos or asbestos-containing
materials, polychlorinated biphenyls, radon gas, infectious or medical wastes
and all other substances or wastes of any nature regulated pursuant to any
Environmental Law.

      "Indebtedness" means, as to any Person at a particular time, without
duplication, all of the following, whether or not included as indebtedness or
liabilities in accordance with GAAP:

            (a) all obligations of such Person for borrowed money and all
      obligations of such Person evidenced by bonds, debentures, notes, loan
      agreements or other similar instruments;

            (b) all direct or contingent obligations of such Person arising
      under Financial Letters of Credit, bankers' acceptances, bank guaranties,
      surety bonds and similar instruments;

            (c) all obligations of such Person to pay the deferred purchase
      price of property or services (other than trade accounts payable in the
      ordinary course of business and payable in accordance with customary
      practices);

            (d) indebtedness (excluding prepaid interest thereon) secured by a
      Lien on property owned or being purchased by such Person (including
      indebtedness arising under conditional sales or other title retention
      agreements), whether or not such indebtedness shall have been assumed by
      such Person or is limited in recourse;

            (e) the Attributable Indebtedness of Capital Leases and
      Securitization Transactions;

            (f) all Guarantees of such Person in respect of any of the
      foregoing; and

            (g) all Indebtedness of the types referred to in clauses (a) through
      (f) above of any partnership or joint venture (other than a joint venture
      that is itself a corporation or limited liability company) in which the
      Company or any Subsidiary is a general partner or a joint venturer, unless
      such Indebtedness is expressly made non-recourse to the Company or such
      Subsidiary.

The amount of any Capital Lease or Securitization Transaction as of any date
shall be deemed to be the amount of Attributable Indebtedness in respect thereof
as of such date.

      "Indemnified Taxes" means Taxes other than Excluded Taxes.

      "Indemnitees" has the meaning specified in Section 11.04(b).

      "Information" has the meaning specified in Section 11.07.

                                       12


      "Intangible Assets" means the amount of all unamortized debt discount and
expense, unamortized deferred charges, goodwill, patents, trademarks, service
marks, trade names, anticipated future benefit of tax loss carry-forwards,
copyrights, organization or developmental expenses and other assets treated as
intangible assets under GAAP.

      "Interest Payment Date" means, (a) as to any Loan other than a Base Rate
Loan, the last day of each Interest Period applicable to such Loan and the
Maturity Date; provided, however, that if any Interest Period for a Eurocurrency
Rate Loan exceeds three months, the respective dates that fall every three
months after the beginning of such Interest Period shall also be Interest
Payment Dates; and (b) as to any Base Rate Loan (including a Swing Line Loan),
the last Business Day of each March, June, September and December and the
Maturity Date.

      "Interest Period" means, as to each Eurocurrency Rate Loan, the period
commencing on the date such Eurocurrency Rate Loan is disbursed or converted to
or continued as a Eurocurrency Rate Loan and ending on the date one, two, three
or six months thereafter, as selected by the Company in its Committed Loan
Notice; provided that:

            (i) any Interest Period that would otherwise end on a day that is
      not a Business Day shall be extended to the next succeeding Business Day
      unless such Business Day falls in another calendar month, in which case
      such Interest Period shall end on the next preceding Business Day;

            (ii) any Interest Period that begins on the last Business Day of a
      calendar month (or on a day for which there is no numerically
      corresponding day in the calendar month at the end of such Interest
      Period) shall end on the last Business Day of the calendar month at the
      end of such Interest Period; and

            (iii) no Interest Period shall extend beyond the Maturity Date.

      "Investment" means, as to any Person, any direct or indirect acquisition
or investment by such Person, whether by means of (a) the purchase or other
acquisition of capital stock or other securities of another Person, (b) a loan,
advance or capital contribution to, Guarantee or guaranty of any obligation or
assumption of debt of, or purchase or other acquisition of any other debt or
equity participation or interest in, another Person, including any partnership
or joint venture interest in such other Person and any arrangement pursuant to
which the investor Guarantees Indebtedness of such other Person, or (c) the
purchase or other acquisition (in one transaction or a series of transactions)
of assets of another Person that constitute a business unit. For purposes of
covenant compliance, the amount of any Investment shall be the amount actually
invested, without adjustment for subsequent increases or decreases in the value
of such Investment.

      "IRS" means the United States Internal Revenue Service.

      "ISP" means, with respect to any Letter of Credit, the "International
Standby Practices 1998" published by the Institute of International Banking Law
& Practice (or such later version thereof as may be in effect at the time of
issuance).

      "Issuer Documents" means with respect to any Letter of Credit, the Letter
of Credit Application, and any other document, agreement and instrument entered
into by the L/C Issuer and the Company (or any Subsidiary) or in favor the L/C
Issuer and relating to any such Letter of Credit.

      "Laws" means, collectively, all international, foreign, Federal, state and
local statutes, treaties, rules, guidelines, regulations, ordinances, codes and
administrative or judicial precedents or authorities,

                                       13


including the interpretation or administration thereof by any Governmental
Authority charged with the enforcement, interpretation or administration
thereof, and all applicable administrative orders, directed duties, requests,
licenses, authorizations and permits of, and agreements with, any Governmental
Authority, in each case whether or not having the force of law.

      "L/C Advance" means, with respect to each Lender, such Lender's funding of
its participation in any L/C Borrowing in accordance with its Applicable
Percentage. All L/C Advances shall be denominated in Dollars.

      "L/C Borrowing" means an extension of credit resulting from a drawing
under any Letter of Credit which has not been reimbursed on the date when made
or refinanced as a Committed Borrowing. All L/C Borrowings shall be denominated
in Dollars.

      "L/C Credit Extension" means, with respect to any Letter of Credit, the
issuance thereof or extension of the expiry date thereof, or the increase of the
amount thereof.

      "L/C Issuer" means Bank of America in its capacity as issuer of Letters of
Credit hereunder, or any successor issuer of Letters of Credit hereunder.

      "L/C Obligations" means, as at any date of determination, the aggregate
amount available to be drawn under all outstanding Letters of Credit plus the
aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For
purposes of computing the amount available to be drawn under any Letter of
Credit, the amount of such Letter of Credit shall be determined in accordance
with Section 1.08. For all purposes of this Agreement, if on any date of
determination a Letter of Credit has expired by its terms but any amount may
still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP,
such Letter of Credit shall be deemed to be "outstanding" in the amount so
remaining available to be drawn.

      "Lender" has the meaning specified in the introductory paragraph hereto
and, as the context requires, includes the Swing Line Lender.

      "Lending Office" means, as to any Lender, the office or offices of such
Lender described as such in such Lender's Administrative Questionnaire, or such
other office or offices as a Lender may from time to time notify the Company and
the Administrative Agent.

      "Letter of Credit" means any letter of credit issued hereunder. A Letter
of Credit may be a commercial letter of credit or a standby letter of credit.
Letters of Credit may be issued in Dollars only.

      "Letter of Credit Application" means an application and agreement for the
issuance or amendment of a Letter of Credit in the form from time to time in use
by the L/C Issuer.

      "Letter of Credit Expiration Date" means the day that is seven days prior
to the Maturity Date then in effect (or, if such day is not a Business Day, the
next preceding Business Day).

      "Letter of Credit Fee" has the meaning specified in Section 2.03(i).

      "Letter of Credit Sublimit" means an amount equal to $100,000,000. The
Letter of Credit Sublimit is part of, and not in addition to, the Aggregate
Commitments.

      "Lien" means any mortgage, pledge, hypothecation, assignment, deposit
arrangement, encumbrance, lien (statutory or other), charge, or preference,
priority or other security interest or preferential arrangement in the nature of
a security interest of any kind or nature whatsoever (including

                                       14


any conditional sale or other title retention agreement, any easement, right of
way or other encumbrance on title to real property, and any Capital Lease having
substantially the same economic effect as any of the foregoing).

      "Loan" means an extension of credit by a Lender to a Borrower under
Article II in the form of a Committed Loan or a Swing Line Loan.

      "Loan Documents" means this Agreement, each Designated Borrower Request
and Assumption Agreement, each Note, each Issuer Document and the Fee Letter,
each as amended, modified, supplemented, extended, renewed, restated or
substituted from time to time.

      "Loan Parties" means, collectively, the Company and each Designated
Borrower.

      "Mandatory Cost" means, with respect to any period, the percentage rate
per annum determined in accordance with Schedule 1.01.

      "Material Adverse Effect" means (a) a material adverse change in, or a
material adverse effect upon, the operations, business, properties, liabilities
(actual or contingent) or condition (financial or otherwise) of the Company or
the Company and its Subsidiaries taken as a whole; or (b) a material adverse
effect upon the legality, validity, binding effect or enforceability against any
Loan Party of any Loan Document to which it is a party.

      "Maturity Date" means the later of (a) August 3, 2010 and (b) with respect
to some or all of the Lenders if maturity is extended pursuant to Section 2.15,
such extended maturity date as determined pursuant to such Section.

      "Moody's" means Moody's Investors Service, Inc. and any successor thereto.

      "Multiemployer Plan" means any employee benefit plan of the type described
in Section 4001(a)(3) of ERISA, to which the Company or any ERISA Affiliate
makes or is obligated to make contributions, or during the preceding five plan
years, has made or been obligated to make contributions.

      "Non-Consenting Lender" has the meaning specified in Section 11.13.

      "Note" means a Revolving Note or a Swing Line Note, as the context may
require.

      "Obligations" means all advances to, and debts, liabilities, obligations,
covenants and duties of, any Loan Party arising under any Loan Document or
otherwise with respect to any Loan or Letter of Credit, whether direct or
indirect (including those acquired by assumption), absolute or contingent, due
or to become due, now existing or hereafter arising and including interest and
fees that accrue after the commencement by or against any Loan Party or any
Affiliate thereof of any proceeding under any Debtor Relief Laws naming such
Person as the debtor in such proceeding, regardless of whether such interest and
fees are allowed claims in such proceeding.

      "OFAC" means the U.S. Department of the Treasury's Office of Foreign
Assets Control.

      "Organization Documents" means, (a) with respect to any corporation, the
certificate or articles of incorporation and the bylaws (or equivalent or
comparable constitutive documents with respect to any non-U.S. jurisdiction);
(b) with respect to any limited liability company, the certificate or articles
of formation or organization and operating agreement; and (c) with respect to
any partnership, joint venture,

                                       15


trust or other form of business entity, the partnership, joint venture or other
applicable agreement of formation or organization and any agreement, instrument,
filing or notice with respect thereto filed in connection with its formation or
organization with the applicable Governmental Authority in the jurisdiction of
its formation or organization and, if applicable, any certificate or articles of
formation or organization of such entity.

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

      "Outstanding Amount" means (i) with respect to Committed Loans on any
date, the Dollar Equivalent amount of the aggregate outstanding principal amount
thereof after giving effect to any borrowings and prepayments or repayments of
such Committed Loans occurring on such date; (ii) with respect to Swing Line
Loans on any date, the aggregate outstanding principal amount thereof after
giving effect to any borrowings and prepayments or repayments of such Swing Line
Loans occurring on such date; and (iii) with respect to any L/C Obligations on
any date, the aggregate outstanding amount of such L/C Obligations on such date
after giving effect to any L/C Credit Extension occurring on such date and any
other changes in the aggregate amount of the L/C Obligations as of such date,
including as a result of any reimbursements by the Company of Unreimbursed
Amounts.

      "Overnight Rate" means, for any day, (a) with respect to any amount
denominated in Dollars, the greater of (i) the Federal Funds Rate and (ii) an
overnight rate determined by the Administrative Agent, the L/C Issuer, or the
Swing Line Lender, as the case may be, in accordance with banking industry rules
on interbank compensation, and (b) with respect to any amount denominated in an
Alternative Currency, the rate of interest per annum at which overnight deposits
in the applicable Alternative Currency, in an amount approximately equal to the
amount with respect to which such rate is being determined, would be offered for
such day by a branch or Affiliate of Bank of America in the applicable offshore
interbank market for such currency to major banks in such interbank market.

      "Participant" has the meaning specified in Section 11.06(d).

      "Participating Member State" means each state so described in any EMU
Legislation.

      "PBGC" means the Pension Benefit Guaranty Corporation.

      "Pension Plan" means any "employee pension benefit plan" (as such term is
defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is
subject to Title IV of ERISA and is sponsored or maintained by the Company or
any ERISA Affiliate or to which the Company or any ERISA Affiliate contributes
or has an obligation to contribute, or in the case of a multiple employer or
other plan described in Section 4064(a) of ERISA, has made contributions at any
time during the immediately preceding five plan years.

      "Performance Letter of Credit" means a standby letter of credit issued to
ensure the performance of services and/or delivery of goods.

      "Permitted Acquisition" means any Acquisition by any the Borrower or any
Subsidiary that satisfies the following conditions:

                                       16


            (a) in the case of an Acquisition of the Equity Interest of any
      Person, the board of directors (or other comparable governing body) of
      such other Person shall have approved the Acquisition; and

            (b) (i) no Default or Event of Default shall exist and be continuing
      immediately before or immediately after giving effect thereto, (ii) the
      representations and warranties made by the Loan Parties in any Loan
      Document (other than the representations and warranties contained in
      Sections 6.05(c), 6.06, 6.08 and 6.10 hereof) shall be true and correct in
      all material respects at and as if made as of the date of such Acquisition
      (after giving effect thereto) except to the extent such representations
      and warranties expressly relate to an earlier date, and (iii) in the case
      of an Acquisition of the Equity Interest of any Person where the aggregate
      cash consideration exceeds $100,000,000, the Company shall have delivered
      to the Administrative Agent a certificate demonstrating that, upon giving
      effect to such Acquisition on a Pro Forma Basis, the Loan Parties would be
      in compliance with the financial covenants set forth in Section 8.06 as of
      the most recent fiscal quarter for which the Company has delivered
      financial statements pursuant to Section 7.01(a) or (b).

      "Permitted Investment" means any Investment by any the Borrower or any
Subsidiary that satisfies the following conditions: (a) no Default or Event of
Default shall exist and be continuing immediately before or immediately after
giving effect thereto, (b) the representations and warranties made by the Loan
Parties in any Loan Document (other than the representations and warranties
contained in Sections 6.05(c), 6.06, 6.08 and 6.10 hereof) shall be true and
correct in all material respects at and as if made as of the date of such
Investment (after giving effect thereto) except to the extent such
representations and warranties expressly relate to an earlier date, and (c) in
the case of an Investment of an Equity Interest in any Person where the
aggregate cash consideration exceeds $100,000,000, the Company shall have
delivered to the Administrative Agent a certificate demonstrating that, upon
giving effect to such Investment on a Pro Forma Basis, the Loan Parties would be
in compliance with the financial covenants set forth in Section 8.06 as of the
most recent fiscal quarter for which the Company has delivered financial
statements pursuant to Section 7.01(a) or (b).

      "Permitted Liens" means those Liens permitted to exist pursuant to Section
8.01.

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

      "Plan" means any "employee benefit plan" (as such term is defined in
Section 3(3) of ERISA) established by the Company or, with respect to any such
plan that is subject to Section 412 of the Code or Title IV of ERISA, any ERISA
Affiliate.

      "Platform" has the meaning specified in Section 7.02.

      "Pricing Table" has the meaning specified in the definition of "Applicable
Percentage."

      "Pro Forma Basis" means, for purposes of calculating the financial
covenants set forth in Section 8.06 (including for purposes of determining the
Applicable Rate), that any Investment of an Equity Interest shall be deemed to
have occurred as of the first day of the most recent four fiscal quarter period
preceding the date of such transaction for which the Company has delivered
financial statements pursuant to Section 7.01(a) or (b). In connection with the
foregoing, (a) income statement items (whether positive or negative)
attributable to the Person or property acquired shall be included to the extent
relating to any period applicable in such calculations to the extent (i) such
items are not otherwise included in such income statement items for the Company
and its Subsidiaries in accordance with GAAP or in

                                       17


accordance with any defined terms set forth in Section 1.01 and (ii) such items
are supported by audited financial statements or other information reasonably
satisfactory to the Administrative Agent and (b) any Indebtedness incurred or
assumed by the Company or any Subsidiary (including the Person or property
acquired) in connection with such transaction and any Indebtedness of the Person
or property acquired which is not retired in connection with such transaction
(i) shall be deemed to have been incurred as of the first day of the applicable
period and (ii) if such Indebtedness has a floating or formula rate, shall have
an implied rate of interest for the applicable period for purposes of this
definition determined by utilizing the rate which is or would be in effect with
respect to such Indebtedness as at the relevant date of determination.

      "Property" means any interest of any kind in any property or asset,
whether real, personal or mixed, or tangible or intangible.

      "Register" has the meaning specified in Section 11.06(c).

      "Registered Public Accounting Firm" has the meaning specified in the
Securities Laws and shall be independent of the Company as prescribed by the
Securities Laws.

      "Regulation U" means Regulation U of the Board of Governors of the Federal
Reserve System, as in effect from time to time.

      "Related Parties" means, with respect to any Person, such Person's
Affiliates and the partners, directors, officers, employees, agents and advisors
of such Person and of such Person's Affiliates.

      "Reportable Event" means any of the events set forth in Section 4043(c) of
ERISA, other than events for which the 30 day notice period has been waived.

      "Request for Credit Extension" means (a) with respect to a Borrowing,
conversion or continuation of Committed Loans, a Committed Loan Notice, (b) with
respect to an L/C Credit Extension, a Letter of Credit Application, and (c) with
respect to a Swing Line Loan, a Swing Line Loan Notice.

      "Required Lenders" means, as of any date of determination, Lenders having
more than 50% of the Aggregate Commitments or, if the commitment of each Lender
to make Loans and the obligation of the L/C Issuer to make L/C Credit Extensions
have been terminated pursuant to Section 9.02, Lenders holding in the aggregate
more than 50% of the Total Outstandings (with the aggregate amount of each
Lender's risk participation and funded participation in L/C Obligations and
Swing Line Loans being deemed "held" by such Lender for purposes of this
definition); provided that the Commitment of, and the portion of the Total
Outstandings held or deemed held by, any Defaulting Lender shall be excluded for
purposes of making a determination of Required Lenders.

      "Responsible Officer" means the chief executive officer, president, chief
financial officer, treasurer or assistant treasurer of a Loan Party. Any
document delivered hereunder that is signed by a Responsible Officer of a Loan
Party shall be conclusively presumed to have been authorized by all necessary
corporate, partnership and/or other action on the part of such Loan Party and
such Responsible Officer shall be conclusively presumed to have acted on behalf
of such Loan Party.

      "Revaluation Date" means with respect to any Loan, each of the following:
(a) each date of a Borrowing of a Eurocurrency Rate Loan denominated in an
Alternative Currency, (b) each date of a continuation of a Eurocurrency Rate
Loan denominated in an Alternative Currency pursuant to Section 2.02, and (c)
such additional dates as the Administrative Agent shall determine or the
Required Lenders shall require.

                                       18


      "Revolving Note" has the meaning specified in Section 2.11.

      "S&P" means Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc. and any successor thereto.

      "Same Day Funds" means (a) with respect to disbursements and payments in
Dollars, immediately available funds, and (b) with respect to disbursements and
payments in an Alternative Currency, same day or other funds as may be
determined by the Administrative Agent or the L/C Issuer, as the case may be, to
be customary in the place of disbursement or payment for the settlement of
international banking transactions in the relevant Alternative Currency.

      "Sarbanes-Oxley" means the Sarbanes-Oxley Act of 2002.

      "SEC" means the Securities and Exchange Commission, or any Governmental
Authority succeeding to any of its principal functions.

      "Securities Laws" means the Securities Act of 1933, the Securities
Exchange Act of 1934, Sarbanes-Oxley and the applicable accounting and auditing
principles, rules, standards and practices promulgated, approved or incorporated
by the SEC or the Public Company Accounting Oversight Board, as each of the
foregoing may be amended and in effect on any applicable date hereunder.

      "Securitization Subsidiary" has the meaning specified in the definition of
"Securitization Transaction".

      "Securitization Transaction" means any financing transaction or series of
financing transactions (including factoring arrangements) pursuant to which the
Company or any Subsidiary may sell, convey or otherwise transfer, or grant a
security interest in, accounts, payments, receivables, rights to future lease
payments or residuals or similar rights to payment to a special purpose
subsidiary or affiliate of the Company, each a "Securitization Subsidiary".

      "Significant Subsidiary" means each Domestic Subsidiary now existing or
hereafter acquired or formed, and each successor thereto, which, after giving
pro forma effect to such acquisition or formation, or at any other time
thereafter:

      (1) The Company's and its other Subsidiaries' Investments in and advances
      to such Domestic Subsidiary exceed 10 percent of the total assets of the
      Company and its Subsidiaries on a consolidated basis; or

      (2) The Company's and its other Subsidiaries' proportionate share of the
      total assets (after intercompany eliminations) of such Domestic Subsidiary
      exceeds 10 percent of the total assets of the Company and its Subsidiaries
      on a consolidated basis; or

      (3) The Company's and its other Subsidiaries' equity in the income from
      continuing operations before income taxes, extraordinary items and
      cumulative effect of a change in accounting principle of such Domestic
      Subsidiary exceeds 10 percent of such income of the Company and its
      Subsidiaries on a consolidated basis.

      "Special Notice Currency" means at any time an Alternative Currency, other
than the currency of a country that is a member of the Organization for Economic
Cooperation and Development at such time located in North America or Europe.

                                       19


      "Spot Rate" for a currency means the rate determined by the Administrative
Agent or the L/C Issuer, as applicable, to be the rate quoted by the Person
acting in such capacity as the spot rate for the purchase by such Person of such
currency with another currency through its principal foreign exchange trading
office at approximately 11:00 a.m. on the date two Business Days prior to the
date as of which the foreign exchange computation is made; provided that the
Administrative Agent or the L/C Issuer may obtain such spot rate from another
financial institution designated by the Administrative Agent or the L/C Issuer
if the Person acting in such capacity does not have as of the date of
determination a spot buying rate for any such currency.

      "Sterling" and "(pound)" mean the lawful currency of the United Kingdom.

      "Subsidiary" of a Person means a corporation, partnership, joint venture,
limited liability company or other business entity of which a majority of the
shares of securities or other interests having ordinary voting power for the
election of directors or other governing body (other than securities or
interests having such power only by reason of the happening of a contingency)
are at the time beneficially owned, or the management of which is otherwise
controlled, directly, or indirectly through one or more intermediaries, or both,
by such Person. Unless otherwise specified, all references herein to a
"Subsidiary" or to "Subsidiaries" shall refer to a Subsidiary or Subsidiaries of
the Company.

      "Swing Line" means the revolving credit facility made available by the
Swing Line Lender pursuant to Section 2.04.

      "Swing Line Borrowing" means a borrowing of a Swing Line Loan pursuant to
Section 2.04.

      "Swing Line Lender" means Bank of America in its capacity as provider of
Swing Line Loans, or any successor swing line lender hereunder.

      "Swing Line Loan" has the meaning specified in Section 2.04(a).

      "Swing Line Loan Notice" means a notice of a Swing Line Borrowing pursuant
to Section 2.04(b), which, if in writing, shall be substantially in the form of
Exhibit B.

      "Swing Line Note" has the meaning specified in Section 2.11.

      "Swing Line Sublimit" means an amount equal to the lesser of (a)
$25,000,000 and (b) the Aggregate Commitments. The Swing Line Sublimit is part
of, and not in addition to, the Aggregate Commitments.

      "Synthetic Lease Obligation" means the monetary obligation of a Person
under (a) a so-called synthetic, off-balance sheet or tax retention lease, or
(b) an agreement for the use or possession of property creating obligations that
do not appear on the balance sheet of such Person but which, upon the insolvency
or bankruptcy of such Person, would be characterized as the indebtedness of such
Person (without regard to accounting treatment).

      "TARGET Day" means any day on which the Trans-European Automated Real-time
Gross Settlement Express Transfer (TARGET) payment system (or, if such payment
system ceases to be operative, such other payment system (if any) determined by
the Administrative Agent to be a suitable replacement) is open for the
settlement of payments in Euro.

                                       20


      "Taxes" means all present or future taxes, levies, imposts, duties,
deductions, withholdings, assessments, fees or other charges imposed by any
Governmental Authority, including any interest, additions to tax or penalties
applicable thereto.

      "Threshold Amount" means $30,000,000.

      "Total Capitalization" means, at any date, Consolidated Indebtedness plus
the consolidated stockholders' equity of the Company (calculated excluding
adjustments to translate foreign assets and liabilities for changes in foreign
exchange rates made in accordance with Financial Accounting Standards Board
Statement No. 52 and 133), all as would be presented according to GAAP in a
consolidated balance sheet of the Company as of such date.

      "Total Outstandings" means the aggregate Outstanding Amount of all Loans
and all L/C Obligations.

      "Type" means, with respect to a Committed Loan, its character as a Base
Rate Loan or a Eurocurrency Rate Loan.

      "UCP" means the Uniform Customs and Practice for Documentary Credits (1993
Revision), International Chamber of Commerce Publication No. 500, as the same
may be amended from time to time.

      "Unfunded Pension Liability" means the excess of a Pension Plan's benefit
liabilities under Section 4001(a)(16) of ERISA, over the current value of that
Pension Plan's assets, determined in accordance with the assumptions used for
funding the Pension Plan pursuant to Section 412 of the Code for the applicable
plan year.

      "United States" and "U.S." mean the United States of America.

      "Unreimbursed Amount" has the meaning specified in Section 2.03(c)(i).

      "Utilization Fee" has the meaning specified in Section 2.09(b).

      "Wholly Owned Subsidiary" means a Subsidiary of the Company, the Equity
Interest of which is 100% owned and controlled, directly or indirectly, by the
Company (excluding directors' qualifying shares or shares required by Law to be
held by residents of the jurisdiction were such Subsidiary is domiciled).

      "Yen" and "(yen)" mean the lawful currency of Japan.

      1.02 OTHER INTERPRETIVE PROVISIONS. With reference to this Agreement and
each other Loan Document, unless otherwise specified herein or in such other
Loan Document:

            (a) The definitions of terms herein shall apply equally to the
      singular and plural forms of the terms defined. Whenever the context may
      require, any pronoun shall include the corresponding masculine, feminine
      and neuter forms. The words "include," "includes" and "including" shall be
      deemed to be followed by the phrase "without limitation." The word "will"
      shall be construed to have the same meaning and effect as the word
      "shall." Unless the context requires otherwise, (i) any definition of or
      reference to any agreement, instrument or other document (including any
      Organization Document) shall be construed as referring to such agreement,
      instrument or other document as from time to time amended, supplemented or

                                       21


      otherwise modified (subject to any restrictions on such amendments,
      supplements or modifications set forth herein or in any other Loan
      Document), (ii) any reference herein to any Person shall be construed to
      include such Person's successors and assigns, (iii) the words "herein,"
      "hereof" and "hereunder," and words of similar import when used in any
      Loan Document, shall be construed to refer to such Loan Document in its
      entirety and not to any particular provision thereof, (iv) all references
      in a Loan Document to Articles, Sections, Exhibits and Schedules shall be
      construed to refer to Articles and Sections of, and Exhibits and Schedules
      to, the Loan Document in which such references appear, (v) any reference
      to any law shall include all statutory and regulatory provisions
      consolidating, amending, replacing or interpreting such law and any
      reference to any law or regulation shall, unless otherwise specified,
      refer to such law or regulation as amended, modified or supplemented from
      time to time, and (vi) the words "asset" and "property" shall be construed
      to have the same meaning and effect and to refer to any and all tangible
      and intangible assets and properties, including cash, securities, accounts
      and contract rights.

            (b) In the computation of periods of time from a specified date to a
      later specified date, the word "from" means "from and including;" the
      words "to" and "until" each mean "to but excluding;" and the word
      "through" means "to and including."

            (c) Section headings herein and in the other Loan Documents are
      included for convenience of reference only and shall not affect the
      interpretation of this Agreement or any other Loan Document.

      1.03 ACCOUNTING TERMS.

      (a) Generally. All accounting terms not specifically or completely defined
herein shall be construed in conformity with, and all financial data (including
financial ratios and other financial calculations) required to be submitted
pursuant to this Agreement shall be prepared in conformity with, GAAP applied on
a consistent basis, as in effect from time to time, applied in a manner
consistent with that used in preparing the Audited Financial Statements, except
as otherwise specifically prescribed herein.

      (b) Changes in GAAP. If at any time any change in GAAP would affect the
computation of any financial ratio or requirement set forth in any Loan
Document, and either the Company or the Required Lenders shall so request, the
Administrative Agent, the Lenders and the Company shall negotiate in good faith
to amend such ratio or requirement to preserve the original intent thereof in
light of such change in GAAP (subject to the approval of the Required Lenders);
provided that, until so amended, (i) such ratio or requirement shall continue to
be computed in accordance with GAAP prior to such change therein and (ii) the
Company shall provide to the Administrative Agent and the Lenders financial
statements and other documents required under this Agreement or as reasonably
requested hereunder setting forth a reconciliation between calculations of such
ratio or requirement made before and after giving effect to such change in GAAP.

      (c) Pro Forma Basis. Notwithstanding the above, the parties hereto
acknowledge and agree that all calculations of financial covenants in Section
8.06 shall be made on a Pro Forma Basis.

      1.04 EXCHANGE RATES; CURRENCY EQUIVALENTS.

      (a) The Administrative Agent or the L/C Issuer, as applicable, shall
determine the Spot Rates as of each Revaluation Date to be used for calculating
Dollar Equivalent amounts of Credit Extensions and Outstanding Amounts
denominated in Alternative Currencies. Such Spot Rates shall become

                                       22


effective as of such Revaluation Date and shall be the Spot Rates employed in
converting any amounts between the applicable currencies until the next
Revaluation Date to occur. Except for purposes of financial statements delivered
by Loan Parties hereunder or calculating financial covenants hereunder or except
as otherwise provided herein, the applicable amount of any currency (other than
Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent
amount as so determined by the Administrative Agent or the L/C Issuer, as
applicable.

      (b) Wherever in this Agreement in connection with a Committed Borrowing,
conversion, continuation or prepayment of a Eurocurrency Rate Loan, an amount,
such as a required minimum or multiple amount, is expressed in Dollars, but such
Committed Borrowing or Eurocurrency Rate Loan is denominated in an Alternative
Currency, such amount shall be the relevant Alternative Currency Equivalent of
such Dollar amount (rounded to the nearest unit of such Alternative Currency,
with 0.5 of a unit being rounded upward), as determined by the Administrative
Agent.

      1.05 ADDITIONAL ALTERNATIVE CURRENCIES.

      (a) The Company may from time to time request that Eurocurrency Rate Loans
be made in a currency other than those specifically listed in the definition of
"Alternative Currency;" provided that such requested currency is a lawful
currency (other than Dollars) that is readily available and freely transferable
and convertible into Dollars. Such request shall be subject to the approval of
the Administrative Agent and the Lenders.

      (b) Any such request shall be made to the Administrative Agent not later
than 11:00 a.m., 10 Business Days prior to the date of the desired Credit
Extension (or such other time or date as may be agreed by the Administrative
Agent in its sole discretion). In the case of any such request pertaining to
Eurocurrency Rate Loans, the Administrative Agent shall promptly notify each
Lender thereof. Each Lender shall notify the Administrative Agent, not later
than 11:00 a.m., ten Business Days after receipt of such request whether it
consents, in its sole discretion, to the making of Eurocurrency Rate Loans in
such requested currency.

      (c) Any failure by a Lender to respond to such request within the time
period specified in the preceding sentence shall be deemed to be a refusal by
such Lender to permit Eurocurrency Rate Loans to be made in such requested
currency. If the Administrative Agent and all the Lenders consent to making
Eurocurrency Rate Loans in such requested currency, the Administrative Agent
shall so notify the Company and such currency shall thereupon be deemed for all
purposes to be an Alternative Currency hereunder for purposes of any Committed
Borrowings of Eurocurrency Rate Loans. If the Administrative Agent shall fail to
obtain consent to any request for an additional currency under this Section
1.05, the Administrative Agent shall promptly so notify the Company.

      1.06 CHANGE OF CURRENCY.

      (a) Each obligation of the Borrowers to make a payment denominated in the
national currency unit of any member state of the European Union that adopts the
Euro as its lawful currency after the date hereof shall be redenominated into
Euro at the time of such adoption (in accordance with the EMU Legislation). If,
in relation to the currency of any such member state, the basis of accrual of
interest expressed in this Agreement in respect of that currency shall be
inconsistent with any convention or practice in the London interbank market for
the basis of accrual of interest in respect of the Euro, such expressed basis
shall be replaced by such convention or practice with effect from the date on
which such member state adopts the Euro as its lawful currency; provided that if
any Committed Borrowing in the currency of such member state is outstanding
immediately prior to such date, such replacement shall take effect, with respect
to such Committed Borrowing, at the end of the then current Interest Period.

                                       23


      (b) Each provision of this Agreement shall be subject to such reasonable
changes of construction as the Administrative Agent may from time to time
specify to be appropriate to reflect the adoption of the Euro by any member
state of the European Union and any relevant market conventions or practices
relating to the Euro.

      (c) Each provision of this Agreement also shall be subject to such
reasonable changes of construction as the Administrative Agent may from time to
time specify to be appropriate to reflect a change in currency of any other
country and any relevant market conventions or practices relating to the change
in currency.

      1.07 TIMES OF DAY. Unless otherwise specified, all references herein to
times of day shall be references to Eastern time (daylight or standard, as
applicable).

      1.08 LETTER OF CREDIT AMOUNTS. Unless otherwise specified herein, the
amount of a Letter of Credit at any time shall be deemed to be the stated amount
of such Letter of Credit in effect at such time; provided, however, that with
respect to any Letter of Credit that, by its terms or the terms of any Issuer
Document related thereto, provides for one or more automatic increases in the
stated amount thereof, the amount of such Letter of Credit shall be deemed to be
the maximum stated amount of such Letter of Credit after giving effect to all
such increases, whether or not such maximum stated amount is in effect at such
time.

                                   ARTICLE II
                      THE COMMITMENTS AND CREDIT EXTENSIONS

      2.01 COMMITTED LOANS.

      Subject to the terms and conditions set forth herein, each Lender
severally agrees to make loans (each such loan, a "Committed Loan") to the
Borrowers in Dollars or in one or more Alternative Currencies from time to time,
on any Business Day during the Availability Period, in an aggregate amount not
to exceed at any time outstanding the amount of such Lender's Commitment;
provided, however, that after giving effect to any Committed Borrowing, (i) the
Total Outstandings shall not exceed the Aggregate Commitments and (ii) the
aggregate Outstanding Amount of the Committed Loans of any Lender, plus such
Lender's Applicable Percentage of the Outstanding Amount of all L/C Obligations,
plus such Lender's Applicable Percentage of the Outstanding Amount of all Swing
Line Loans shall not exceed such Lender's Commitment; and provided further that
the availability of the Aggregate Commitments at any time for the making of
Loans and the issuance of Letters of Credit shall be reduced by the amount of
the Alternative Currency Reserve. Within the limits of each Lender's Commitment,
and subject to the other terms and conditions hereof, the Borrowers may borrow
under this Section 2.01, prepay under Section 2.05, and reborrow under this
Section 2.01. Committed Loans may be Base Rate Loans or Eurocurrency Rate Loans,
as further provided herein. All Committed Loans made on the Closing Date shall
be Base Rate Loans.

      2.02 BORROWINGS, CONVERSIONS AND CONTINUATIONS OF COMMITTED LOANS.

      (a) Each Committed Borrowing, each conversion of Committed Loans from one
Type to the other, and each continuation of Eurocurrency Rate Loans shall be
made upon the Company's irrevocable notice to the Administrative Agent, which
may be given by telephone. Each such notice must be received by the
Administrative Agent not later than 11:00 a.m. (i) three Business Days prior to
the requested date of any Borrowing of, conversion to or continuation of
Eurocurrency Rate Loans denominated in Dollars or of any conversion of
Eurocurrency Rate Loans denominated in Dollars to Base Rate Committed Loans,

                                       24


(ii) four Business Days (or five Business Days in the case of a Special Notice
Currency) prior to the requested date of any Borrowing or continuation of
Eurocurrency Rate Loans denominated in Alternative Currencies, and (iii) on the
requested date of any Borrowing of Base Rate Committed Loans. Each telephonic
notice by the Company pursuant to this Section 2.02(a) must be confirmed
promptly by delivery to the Administrative Agent of a written Committed Loan
Notice, appropriately completed and signed by a Responsible Officer of the
Company. Each Borrowing of, conversion to or continuation of Eurocurrency Rate
Loans shall be in a principal amount of $5,000,000 or a whole multiple of
$1,000,000 in excess thereof. Except as provided in Sections 2.03(c) and
2.04(c), each Committed Borrowing of or conversion to Base Rate Committed Loans
shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in
excess thereof. Each Committed Loan Notice (whether telephonic or written) shall
specify (i) whether the Company is requesting a Committed Borrowing, a
conversion of Committed Loans from one Type to the other, or a continuation of
Eurocurrency Rate Loans, (ii) the requested date of the Borrowing, conversion or
continuation, as the case may be (which shall be a Business Day), (iii) the
principal amount of Committed Loans to be borrowed, converted or continued, (iv)
the Type of Committed Loans to be borrowed or to which existing Committed Loans
are to be converted, (v) if applicable, the duration of the Interest Period with
respect thereto, (vi) the currency of the Committed Loans to be borrowed, and
(vii) if applicable, the Designated Borrower. If the Company fails to specify a
currency in a Committed Loan Notice requesting a Borrowing, then the Committed
Loans so requested shall be made in Dollars. If the Company fails to specify a
Type of Committed Loan in a Committed Loan Notice or if the Company fails to
give a timely notice requesting a conversion or continuation, then the
applicable Committed Loans shall be made as, or converted to, Base Rate Loans;
provided, however, that in the case of a failure to timely request a
continuation of Committed Loans denominated in an Alternative Currency, such
Loans shall be continued as Eurocurrency Rate Loans in their original currency
with an Interest Period of one month. Any automatic conversion to Base Rate
Loans shall be effective as of the last day of the Interest Period then in
effect with respect to the applicable Eurocurrency Rate Loans. If the Company
requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate
Loans in any such Committed Loan Notice, but fails to specify an Interest
Period, it will be deemed to have specified an Interest Period of one month. No
Committed Loan may be converted into or continued as a Committed Loan
denominated in a different currency, but instead must be prepaid in the original
currency of such Committed Loan and reborrowed in the other currency.

      (b) Following receipt of a Committed Loan Notice, the Administrative Agent
shall promptly notify each Lender of the amount (and currency) of its Applicable
Percentage of the applicable Committed Loans, and if no timely notice of a
conversion or continuation is provided by the Company, the Administrative Agent
shall notify each Lender of the details of any automatic conversion to Base Rate
Loans or continuation of Committed Loans denominated in a currency other than
Dollars, in each case as described in the preceding subsection. In the case of a
Committed Borrowing, each Lender shall make the amount of its Committed Loan
available to the Administrative Agent in Same Day Funds at the Administrative
Agent's Office for the applicable currency not later than 1:00 p.m., in the case
of any Committed Loan denominated in Dollars, and not later than the Applicable
Time specified by the Administrative Agent in the case of any Committed Loan in
an Alternative Currency, in each case on the Business Day specified in the
applicable Committed Loan Notice. Upon satisfaction of the applicable conditions
set forth in Section 5.02 (and, if such Borrowing is the initial Credit
Extension, Section 5.01), the Administrative Agent shall make all funds so
received available to the Company or the other applicable Borrower in like funds
as received by the Administrative Agent either by (i) crediting the account of
such Borrower on the books of Bank of America with the amount of such funds or
(ii) wire transfer of such funds, in each case in accordance with instructions
provided to (and reasonably acceptable to) the Administrative Agent by the
Company; provided, however, that if, on the date the Committed Loan Notice with
respect to such Borrowing denominated in Dollars is given by the Company, there
are L/C Borrowings outstanding, then the proceeds of such Borrowing, first,
shall be

                                       25


applied to the payment in full of any such L/C Borrowings, and, second, shall be
made available to the applicable Borrower as provided above.

      (c) Except as otherwise provided herein, a Eurocurrency Rate Loan may be
continued or converted only on the last day of an Interest Period for such
Eurocurrency Rate Loan. During the existence of a Default, no Loans may be
requested as, converted to or continued as Eurocurrency Rate Loans (whether in
Dollars or any Alternative Currency) without the consent of the Required
Lenders, and the Required Lenders may demand that any or all of the then
outstanding Eurocurrency Rate Loans denominated in an Alternative Currency be
prepaid, or redenominated into Dollars in the amount of the Dollar Equivalent
thereof, on the last day of the then current Interest Period with respect
thereto.

      (d) The Administrative Agent shall promptly notify the Company and the
Lenders of the interest rate applicable to any Interest Period for Eurocurrency
Rate Loans upon determination of such interest rate. At any time that Base Rate
Loans are outstanding, the Administrative Agent shall notify the Company and the
Lenders of any change in Bank of America's prime rate used in determining the
Base Rate promptly following the public announcement of such change.

      (e) After giving effect to all Committed Borrowings, all conversions of
Committed Loans from one Type to the other, and all continuations of Committed
Loans as the same Type, there shall not be more than ten Interest Periods in
effect with respect to Committed Loans.

      (f) The Company may at any time and from time to time, upon prior written
notice by the Company to the Administrative Agent, increase the Aggregate
Commitments (but not the Letter of Credit Sublimit) by up to $100 MILLION
DOLLARS ($100,000,000) with additional Commitments from any existing Lender or
new Commitments from any other Person selected by the Company and approved by
the Administrative Agent; provided that:

            (i) any such increase shall be in a minimum principal amount of
      $10,000,000 and in integral multiples of $5,000,000 in excess thereof;

            (ii) no Default or Event of Default shall exist and be continuing at
      the time of any such increase;

            (iii) no existing Lender shall be under any obligation to increase
      its Commitment and any such decision whether to increase its Commitment
      shall be in such Lender's sole and absolute discretion;

            (iv) any new Lender shall join this Agreement by executing such
      joinder documents required by the Administrative Agent; and

            (v) as a condition precedent to such increase, the Company shall
      deliver to the Administrative Agent a certificate of each Borrower dated
      as of the date of such increase (in sufficient copies for each Lender)
      signed by a Responsible Officer of such Borrower (A) certifying and
      attaching the resolutions adopted by such Borrower approving or consenting
      to such increase, and (B) in the case of the Company, certifying that,
      before and after giving effect to such increase, (1) the representations
      and warranties contained in Article VI and the other Loan Documents are
      true and correct in all material respects on and as of the date of such
      increase, except to the extent that such representations and warranties
      specifically refer to an earlier date, in which case they are true and
      correct in all material respects as of such earlier date, and except that
      for purposes of this Section 2.02(f), the representations and warranties
      contained in subsections (a) and (b) of Section 6.05 shall be deemed to
      refer to the most recent statements furnished

                                       26


      pursuant to clauses (a) and (b), respectively, of Section 7.01, and (2) no
      Default or Event of Default exists.

      The Company shall prepay any Committed Loans owing by it and outstanding
on the date of any such increase (and pay any additional amounts required
pursuant to Section 3.06) to the extent necessary to keep the outstanding
Committed Loans ratable with any revised Commitments arising from any nonratable
increase in the Commitments under this Section. In connection with any such
increase in the Aggregate Commitments, Schedule 2.01 shall be revised by the
Administrative Agent to reflect the new Commitments and distributed to the
Lenders.

      2.03 LETTERS OF CREDIT.

      (a) The Letter of Credit Commitment.

            (i) Subject to the terms and conditions set forth herein, (A) the
      L/C Issuer agrees, in reliance upon the agreements of the Lenders set
      forth in this Section 2.03, (1) from time to time on any Business Day
      during the period from the Closing Date until the Letter of Credit
      Expiration Date, to issue Letters of Credit denominated in Dollars for the
      account of the Company or its Subsidiaries, and to amend or extend Letters
      of Credit previously issued by it, in accordance with subsection (b)
      below, and (2) to honor drawings under the Letters of Credit; and (B) the
      Lenders severally agree to participate in Letters of Credit issued for the
      account of the Company or its Subsidiaries and any drawings thereunder;
      provided that after giving effect to any L/C Credit Extension with respect
      to any Letter of Credit, (x) the Total Outstandings shall not exceed the
      Aggregate Commitments, (y) the aggregate Outstanding Amount of the
      Committed Loans of any Lender, plus such Lender's Applicable Percentage of
      the Outstanding Amount of all L/C Obligations, plus such Lender's
      Applicable Percentage of the Outstanding Amount of all Swing Line Loans
      shall not exceed such Lender's Commitment, and (z) the Outstanding Amount
      of the L/C Obligations shall not exceed the Letter of Credit Sublimit; and
      provided further that the availability of the Aggregate Commitments at any
      time for the making of Loans and the issuance of Letters of Credit shall
      be reduced by the amount of the Alternative Currency Reserve. Each request
      by the Company for the issuance or amendment of a Letter of Credit shall
      be deemed to be a representation by the Company that the L/C Credit
      Extension so requested complies with the conditions set forth in the
      provisos to the preceding sentence. Within the foregoing limits, and
      subject to the terms and conditions hereof, the Company's ability to
      obtain Letters of Credit shall be fully revolving, and accordingly the
      Company may, during the foregoing period, obtain Letters of Credit to
      replace Letters of Credit that have expired or that have been drawn upon
      and reimbursed.

            (ii) The L/C Issuer shall not issue any Letter of Credit, if:

                  (A) subject to Section 2.03(b)(iii), the expiry date of such
            requested Letter of Credit would occur more than twelve months after
            the date of issuance or last extension, unless the Required Lenders
            have approved such expiry date; or

                  (B) the expiry date of such requested Letter of Credit would
            occur after the Letter of Credit Expiration Date, unless all the
            Lenders have approved such expiry date.

            (iii) The L/C Issuer shall not be under any obligation to issue any
      Letter of Credit if:

                  (A) any order, judgment or decree of any Governmental
            Authority or arbitrator shall by its terms purport to enjoin or
            restrain the L/C Issuer from issuing such

                                       27


            Letter of Credit, or any Law applicable to the L/C Issuer or any
            request or directive (whether or not having the force of law) from
            any Governmental Authority with jurisdiction over the L/C Issuer
            shall prohibit, or request that the L/C Issuer refrain from, the
            issuance of letters of credit generally or such Letter of Credit in
            particular or shall impose upon the L/C Issuer with respect to such
            Letter of Credit any restriction, reserve or capital requirement
            (for which the L/C Issuer is not otherwise compensated hereunder)
            not in effect on the Closing Date, or shall impose upon the L/C
            Issuer any unreimbursed loss, cost or expense which was not
            applicable on the Closing Date and which the L/C Issuer in good
            faith deems material to it;

                  (B) the issuance of such Letter of Credit would violate one or
            more policies of the L/C Issuer applicable to borrowers generally;

                  (C) except as otherwise agreed by the Administrative Agent and
            the L/C Issuer, such Letter of Credit is in an initial stated amount
            less than $100,000, in the case of a commercial Letter of Credit, or
            $500,000, in the case of a standby Letter of Credit;

                  (D) such Letter of Credit is to be denominated in a currency
            other than Dollars; or

                  (E) a default of any Lender's obligations to fund under
            Section 2.03(c) exists or any Lender is at such time a Defaulting
            Lender hereunder, unless the L/C Issuer has entered into
            satisfactory arrangements with the Company or such Lender to
            eliminate the L/C Issuer's risk with respect to such Lender.

            (iv) The L/C Issuer shall not amend any Letter of Credit if the L/C
      Issuer would not be permitted at such time to issue such Letter of Credit
      in its amended form under the terms hereof.

            (v) The L/C Issuer shall be under no obligation to amend any Letter
      of Credit if (A) the L/C Issuer would have no obligation at such time to
      issue such Letter of Credit in its amended form under the terms hereof, or
      (B) the beneficiary of such Letter of Credit does not accept the proposed
      amendment to such Letter of Credit.

            (vi) The L/C Issuer shall act on behalf of the Lenders with respect
      to any Letters of Credit issued by it and the documents associated
      therewith, and the L/C Issuer shall have all of the benefits and
      immunities (A) provided to the Administrative Agent in Article X with
      respect to any acts taken or omissions suffered by the L/C Issuer in
      connection with Letters of Credit issued by it or proposed to be issued by
      it and Issuer Documents pertaining to such Letters of Credit as fully as
      if the term "Administrative Agent" as used in Article X included the L/C
      Issuer with respect to such acts or omissions, and (B) as additionally
      provided herein with respect to the L/C Issuer.

      (b) Procedures for Issuance and Amendment of Letters of Credit; Auto
Extension Letters of Credit.

            (i) Each Letter of Credit shall be issued or amended, as the case
      may be, upon the request of the Company delivered to the L/C Issuer (with
      a copy to the Administrative Agent) in the form of a Letter of Credit
      Application, appropriately completed and signed by a Responsible Officer
      of the Company. Such Letter of Credit Application must be received by the
      L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least
      two Business Days (or such later

                                       28


      date and time as the Administrative Agent and the L/C Issuer may agree in
      a particular instance in their sole discretion) prior to the proposed
      issuance date or date of amendment, as the case may be. In the case of a
      request for an initial issuance of a Letter of Credit, such Letter of
      Credit Application shall specify in form and detail reasonably
      satisfactory to the L/C Issuer: (A) the proposed issuance date of the
      requested Letter of Credit (which shall be a Business Day); (B) the amount
      and currency thereof; (C) the expiry date thereof; (D) the name and
      address of the beneficiary thereof; (E) the documents to be presented by
      such beneficiary in case of any drawing thereunder; (F) the full text of
      any certificate to be presented by such beneficiary in case of any drawing
      thereunder; and (G) such other matters as the L/C Issuer may require. In
      the case of a request for an amendment of any outstanding Letter of
      Credit, such Letter of Credit Application shall specify in form and detail
      reasonably satisfactory to the L/C Issuer (A) the Letter of Credit to be
      amended; (B) the proposed date of amendment thereof (which shall be a
      Business Day); (C) the nature of the proposed amendment; and (D) such
      other matters as the L/C Issuer may require. Additionally, the Company
      shall furnish to the L/C Issuer and the Administrative Agent such other
      documents and information pertaining to such requested Letter of Credit
      issuance or amendment, including any Issuer Documents, as the L/C Issuer
      or the Administrative Agent may reasonably require.

            (ii) Promptly after receipt of any Letter of Credit Application, the
      L/C Issuer will confirm with the Administrative Agent (by telephone or in
      writing) that the Administrative Agent has received a copy of such Letter
      of Credit Application from the Company and, if not, the L/C Issuer will
      provide the Administrative Agent with a copy thereof. Unless the L/C
      Issuer has received written notice from any Lender, the Administrative
      Agent or any Loan Party, at least one Business Day prior to the requested
      date of issuance or amendment of the applicable Letter of Credit, that one
      or more applicable conditions contained in Article V shall not then be
      satisfied, then, subject to the terms and conditions hereof, the L/C
      Issuer shall, on the requested date, issue a Letter of Credit for the
      account of the Company (or the applicable Subsidiary) or enter into the
      applicable amendment, as the case may be, in each case in accordance with
      the L/C Issuer's usual and customary business practices. Immediately upon
      the issuance of each Letter of Credit, each Lender shall be deemed to, and
      hereby irrevocably and unconditionally agrees to, purchase from the L/C
      Issuer a risk participation in such Letter of Credit in an amount equal to
      the product of such Lender's Applicable Percentage times the amount of
      such Letter of Credit.

            (iii) If the Company so requests in any applicable Letter of Credit
      Application, the L/C Issuer may, in its sole and absolute discretion,
      agree to issue a Letter of Credit that has automatic extension provisions
      (each, an "Auto-Extension Letter of Credit"); provided that any such
      Auto-Extension Letter of Credit must permit the L/C Issuer to prevent any
      such extension at least once in each twelve-month period (commencing with
      the date of issuance of such Letter of Credit) by giving prior notice to
      the beneficiary thereof not later than a day (the "Non-Extension Notice
      Date") in each such twelve-month period to be agreed upon at the time such
      Letter of Credit is issued. Unless otherwise directed by the L/C Issuer,
      the Company shall not be required to make a specific request to the L/C
      Issuer for any such extension. Once an Auto-Extension Letter of Credit has
      been issued, the Lenders shall be deemed to have authorized (but may not
      require) the L/C Issuer to permit the extension of such Letter of Credit
      at any time to an expiry date not later than the Letter of Credit
      Expiration Date; provided, however, that the L/C Issuer shall not permit
      any such extension if (A) the L/C Issuer has determined that it would not
      be permitted, or would have no obligation, at such time to issue such
      Letter of Credit in its revised form (as extended) under the terms hereof
      (by reason of the provisions of clause (ii) or (iii) of Section 2.03(a) or
      otherwise), or (B) it has received notice (which may be by telephone or in
      writing) on or before the day that is five Business Days before the
      Non-Extension Notice Date (1) from the Administrative Agent that the
      Required Lenders have elected not to permit such

                                       29


      extension or (2) from the Administrative Agent, any Lender or the Company
      that one or more of the applicable conditions specified in Section 5.02 is
      not then satisfied, and in each such case directing the L/C Issuer not to
      permit such extension.

            (iv) Promptly after its delivery of any Letter of Credit or any
      amendment to a Letter of Credit to an advising bank with respect thereto
      or to the beneficiary thereof, the L/C Issuer will also deliver to the
      Company and the Administrative Agent a true and complete copy of such
      Letter of Credit or amendment. The L/C Issuer shall provide the
      Administrative Agent with a written update on a quarterly basis of the
      outstanding Letters of Credit, and the Administrative Agent shall promptly
      send a copy of each such update to the Lenders and the Company upon its
      receipt.

      (c) Drawings and Reimbursements; Funding of Participations.

            (i) Upon receipt from the beneficiary of any Letter of Credit of any
      notice of a drawing under such Letter of Credit, the L/C Issuer shall
      notify the Company and the Administrative Agent thereof. Not later than
      11:00 a.m. on the date of any payment by the L/C Issuer under a Letter of
      Credit (each such date, an "Honor Date"), the Company shall reimburse the
      L/C Issuer through the Administrative Agent in an amount equal to the
      amount of such drawing and in Dollars. If the Company fails to so
      reimburse the L/C Issuer by such time, the Administrative Agent shall
      promptly notify each Lender of the Honor Date, the amount of the
      unreimbursed drawing (the "Unreimbursed Amount"), and the amount of such
      Lender's Applicable Percentage thereof. In such event, the Company shall
      be deemed to have requested a Committed Borrowing of Base Rate Loans to be
      disbursed on the Honor Date in an amount equal to the Unreimbursed Amount,
      without regard to the minimum and multiples specified in Section 2.02 for
      the principal amount of Base Rate Loans, but subject to the amount of the
      unutilized portion of the Aggregate Commitments and the conditions set
      forth in Section 5.02 (other than the delivery of a Committed Loan
      Notice). Any notice given by the L/C Issuer or the Administrative Agent
      pursuant to this Section 2.03(c)(i) may be given by telephone if
      immediately confirmed in writing; provided that the lack of such an
      immediate confirmation shall not affect the conclusiveness or binding
      effect of such notice.

            (ii) Each Lender shall upon any notice pursuant to Section
      2.03(c)(i) make funds available to the Administrative Agent for the
      account of the L/C Issuer, in Dollars, at the Administrative Agent's
      Office for Dollar-denominated payments in an amount equal to its
      Applicable Percentage of the Unreimbursed Amount not later than 1:00 p.m.
      on the Business Day specified in such notice by the Administrative Agent,
      whereupon, subject to the provisions of Section 2.03(c)(iii), each Lender
      that so makes funds available shall be deemed to have made a Base Rate
      Committed Loan to the Company in such amount. The Administrative Agent
      shall remit the funds so received to the L/C Issuer in Dollars.

            (iii) With respect to any Unreimbursed Amount that is not fully
      refinanced by a Committed Borrowing of Base Rate Loans because the
      conditions set forth in Section 5.02 cannot be satisfied or for any other
      reason, the Company shall be deemed to have incurred from the L/C Issuer
      an L/C Borrowing in the amount of the Unreimbursed Amount that is not so
      refinanced, which L/C Borrowing shall be due and payable on demand
      (together with interest) and shall bear interest at the Default Rate. In
      such event, each Lender's payment to the Administrative Agent for the
      account of the L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed
      payment in respect of its participation in such L/C Borrowing and shall
      constitute an L/C Advance from such Lender in satisfaction of its
      participation obligation under this Section 2.03.

                                       30


            (iv) Until each Lender funds its Committed Loan or L/C Advance
      pursuant to this Section 2.03(c) to reimburse the L/C Issuer for any
      amount drawn under any Letter of Credit, interest in respect of such
      Lender's Applicable Percentage of such amount shall be solely for the
      account of the L/C Issuer.

            (v) Each Lender's obligation to make Committed Loans or L/C Advances
      to reimburse the L/C Issuer for amounts drawn under Letters of Credit, as
      contemplated by this Section 2.03(c), shall be absolute and unconditional
      and shall not be affected by any circumstance, including (A) any setoff,
      counterclaim, recoupment, defense or other right which such Lender may
      have against the L/C Issuer, the Company, any Subsidiary or any other
      Person for any reason whatsoever; (B) the occurrence or continuance of a
      Default or Event of Default, or (C) any other occurrence, event or
      condition, whether or not similar to any of the foregoing; provided,
      however, that each Lender's obligation to make Committed Loans pursuant to
      this Section 2.03(c) is subject to the conditions set forth in Section
      5.02 (other than delivery by the Company of a Committed Loan Notice). No
      such making of an L/C Advance shall relieve or otherwise impair the
      obligation of the Company to reimburse the L/C Issuer for the amount of
      any payment made by the L/C Issuer under any Letter of Credit, together
      with interest as provided herein.

            (vi) If any Lender fails to make available to the Administrative
      Agent for the account of the L/C Issuer any amount required to be paid by
      such Lender pursuant to the foregoing provisions of this Section 2.03(c)
      by the time specified in Section 2.03(c)(ii), the L/C Issuer shall be
      entitled to recover from such Lender (acting through the Administrative
      Agent), on demand, such amount with interest thereon for the period from
      the date such payment is required to the date on which such payment is
      immediately available to the L/C Issuer at a rate per annum equal to the
      applicable Overnight Rate from time to time in effect. A certificate of
      the L/C Issuer submitted to any Lender (through the Administrative Agent)
      with respect to any amounts owing under this clause (vi) shall be
      conclusive absent manifest error.

      (d) Repayment of Participations.

            (i) At any time after the L/C Issuer has made a payment under any
      Letter of Credit and has received from any Lender such Lender's L/C
      Advance in respect of such payment in accordance with Section 2.03(c), if
      the Administrative Agent receives for the account of the L/C Issuer any
      payment in respect of the related Unreimbursed Amount or interest thereon
      (whether directly from the Company or otherwise, including proceeds of
      Cash Collateral applied thereto by the Administrative Agent), the
      Administrative Agent will distribute to such Lender its Applicable
      Percentage thereof (appropriately adjusted, in the case of interest
      payments, to reflect the period of time during which such Lender's L/C
      Advance was outstanding) in Dollars and in the same funds as those
      received by the Administrative Agent.

            (ii) If any payment received by the Administrative Agent for the
      account of the L/C Issuer pursuant to Section 2.03(c)(i) is required to be
      returned under any of the circumstances described in Section 11.05
      (including pursuant to any settlement entered into by the L/C Issuer in
      its discretion), each Lender shall pay to the Administrative Agent for the
      account of the L/C Issuer its Applicable Percentage thereof on demand of
      the Administrative Agent, plus interest thereon from the date of such
      demand to the date such amount is returned by such Lender, at a rate per
      annum equal to the applicable Overnight Rate from time to time in effect.
      The obligations of the Lenders under this clause shall survive the payment
      in full of the Obligations and the termination of this Agreement.

                                       31


      (e) Obligations Absolute. The obligation of the Company to reimburse the
L/C Issuer for each drawing under each Letter of Credit and to repay each L/C
Borrowing shall be absolute, unconditional and irrevocable, and shall be paid
strictly in accordance with the terms of this Agreement under all circumstances,
including the following:

            (i) any lack of validity or enforceability of such Letter of Credit,
      this Agreement, or any other Loan Document;

            (ii) the existence of any claim, counterclaim, setoff, defense or
      other right that the Company or any Subsidiary may have at any time
      against any beneficiary or any transferee of such Letter of Credit (or any
      Person for whom any such beneficiary or any such transferee may be
      acting), the L/C Issuer or any other Person, whether in connection with
      this Agreement, the transactions contemplated hereby or by such Letter of
      Credit or any agreement or instrument relating thereto, or any unrelated
      transaction;

            (iii) any draft, demand, certificate or other document presented
      under such Letter of Credit proving to be forged, fraudulent, invalid or
      insufficient in any respect or any statement therein being untrue or
      inaccurate in any respect; or any loss or delay in the transmission or
      otherwise of any document required in order to make a drawing under such
      Letter of Credit;

            (iv) any payment by the L/C Issuer under such Letter of Credit
      against presentation of a draft or certificate that does not strictly
      comply with the terms of such Letter of Credit; or any payment made by the
      L/C Issuer under such Letter of Credit to any Person purporting to be a
      trustee in bankruptcy, debtor-in-possession, assignee for the benefit of
      creditors, liquidator, receiver or other representative of or successor to
      any beneficiary or any transferee of such Letter of Credit, including any
      arising in connection with any proceeding under any Debtor Relief Law;

            (v) any adverse change in the relevant exchange rates or in the
      availability of the relevant Alternative Currency to the Company or any
      Subsidiary or in the relevant currency markets generally; or

            (vi) any other circumstance or happening whatsoever, whether or not
      similar to any of the foregoing, including any other circumstance that
      might otherwise constitute a defense available to, or a discharge of, the
      Company or any Subsidiary.

      The Company shall promptly examine a copy of each Letter of Credit and
each amendment thereto that is delivered to it and, in the event of any claim of
noncompliance with the Company's instructions or other irregularity, the Company
will immediately notify the L/C Issuer. The Company shall be conclusively deemed
to have waived any such claim against the L/C Issuer and its correspondents
unless such notice is given as aforesaid.

      (f) Role of L/C Issuer. Each Lender and the Company agree that, in paying
any drawing under a Letter of Credit, the L/C Issuer shall not have any
responsibility to obtain any document (other than any sight draft, certificates
and documents expressly required by the Letter of Credit) or to ascertain or
inquire as to the validity or accuracy of any such document or the authority of
the Person executing or delivering any such document. None of the L/C Issuer,
the Administrative Agent, any of their respective Related Parties nor any
correspondent, participant or assignee of the L/C Issuer shall be liable to any
Lender for (i) any action taken or omitted in connection herewith at the request
or with the approval of the Lenders or the Required Lenders, as applicable; (ii)
any action taken or omitted in the absence of gross negligence or willful
misconduct; or (iii) the due execution, effectiveness, validity or
enforceability of any document or instrument related to any Letter of Credit or
Issuer Document. The Company hereby

                                       32


assumes all risks of the acts or omissions of any beneficiary or transferee with
respect to its use of any Letter of Credit; provided, however, that this
assumption is not intended to, and shall not, preclude the Company's pursuing
such rights and remedies as it may have against the beneficiary or transferee at
law or under any other agreement. None of the L/C Issuer, the Administrative
Agent, any of their respective Related Parties nor any correspondent,
participant or assignee of the L/C Issuer shall be liable or responsible for any
of the matters described in clauses (i) through (v) of Section 2.03(e);
provided, however, that anything in such clauses to the contrary
notwithstanding, the Company may have a claim against the L/C Issuer, and the
L/C Issuer may be liable to the Company, to the extent, but only to the extent,
of any direct, as opposed to consequential or exemplary, damages suffered by the
Company which the Company proves were caused by the L/C Issuer's willful
misconduct or gross negligence or the L/C Issuer's willful failure to pay under
any Letter of Credit after the presentation to it by the beneficiary of a sight
draft and certificate(s) strictly complying with the terms and conditions of a
Letter of Credit. In furtherance and not in limitation of the foregoing, the L/C
Issuer may accept documents that appear on their face to be in order, without
responsibility for further investigation, regardless of any notice or
information to the contrary, and the L/C Issuer shall not be responsible for the
validity or sufficiency of any instrument transferring or assigning or
purporting to transfer or assign a Letter of Credit or the rights or benefits
thereunder or proceeds thereof, in whole or in part, which may prove to be
invalid or ineffective for any reason.

      (g) Cash Collateral. (i) Upon the request of the Administrative Agent, (A)
      if the L/C Issuer has honored any full or partial drawing request under
      any Letter of Credit and such drawing has resulted in an L/C Borrowing, or
      (B) if, as of the Letter of Credit Expiration Date, any L/C Obligation for
      any reason remains outstanding, the Company shall, in each case,
      immediately Cash Collateralize the then Outstanding Amount of all L/C
      Obligations.

            (ii) In addition, if the Administrative Agent notifies the Company
      at any time that the Outstanding Amount of all L/C Obligations at such
      time exceeds the Letter of Credit Sublimit then in effect, then, within
      two Business Days after receipt of such notice, the Company shall Cash
      Collateralize the L/C Obligations in an amount equal to the amount by
      which the Outstanding Amount of all L/C Obligations exceeds the Letter of
      Credit Sublimit.

            (iii) The Administrative Agent may, at any time and from time to
      time after the initial deposit of Cash Collateral, request that additional
      Cash Collateral be provided in order to protect against the results of
      exchange rate fluctuations.

            (iv) Sections 2.05 and 9.02(c) set forth certain additional
      requirements to deliver Cash Collateral hereunder. For purposes of this
      Section 2.03, Section 2.05 and Section 9.02(c), "Cash Collateralize" means
      to pledge and deposit with or deliver to the Administrative Agent, for the
      benefit of the L/C Issuer and the Lenders, as collateral for the L/C
      Obligations, cash or deposit account balances ("Cash Collateral") pursuant
      to documentation in form and substance satisfactory to the Administrative
      Agent and the L/C Issuer (which documents are hereby consented to by the
      Lenders). Derivatives of such term have corresponding meanings. The
      Company hereby grants to the Administrative Agent, for the benefit of the
      L/C Issuer and the Lenders, a security interest in all such Cash
      Collateral consisting of cash, deposit accounts and all balances therein
      and all proceeds of the foregoing. Cash Collateral shall be maintained in
      blocked, non-interest bearing deposit accounts at Bank of America.

      (h) Applicability of ISP and UCP. Unless otherwise expressly agreed by the
L/C Issuer and the Company when a Letter of Credit is issued, (i) the rules of
the ISP shall apply to each standby Letter of Credit, and (ii) the rules of the
Uniform Customs and Practice for Documentary Credits, as most

                                       33


recently published by the International Chamber of Commerce at the time of
issuance shall apply to each commercial Letter of Credit.

      (i) Letter of Credit Fees. The Company shall pay to the Administrative
Agent for the account of each Lender in accordance with its Applicable
Percentage, in Dollars, a Letter of Credit fee (the "Letter of Credit Fee") for
each Letter of Credit in an amount equal to the Applicable Rate shown in the
column labeled Letter of Credit Fee in the Pricing Table, multiplied by the
daily amount available to be drawn under such Letter of Credit. For purposes of
computing the daily amount available to be drawn under any Letter of Credit, the
amount of such Letter of Credit shall be determined in accordance with Section
1.08. Letter of Credit Fees shall be (i) computed on a quarterly basis in
arrears and (ii) due and payable on the first Business Day after the end of each
March, June, September and December, commencing with the first such date to
occur after the issuance of such Letter of Credit, on the Letter of Credit
Expiration Date and thereafter on demand. If there is any change in the
Applicable Rate during any quarter, the daily amount available to be drawn under
each Letter of Credit shall be computed and multiplied by the Applicable Rate
separately for each period during such quarter that such Applicable Rate was in
effect. Notwithstanding anything to the contrary contained herein, upon the
request of the Required Lenders, while any Event of Default exists, all Letter
of Credit Fees shall accrue at the Default Rate.

      (j) Fronting Fee and Documentary and Processing Charges Payable to L/C
Issuer. The Company shall pay directly to the L/C Issuer for its own account, in
Dollars, a fronting fee (i) with respect to each commercial Letter of Credit, at
the rate specified in the Fee Letter, computed on the amount of such Letter of
Credit, and payable upon the issuance thereof, (ii) with respect to any
amendment of a commercial Letter of Credit increasing the amount of such Letter
of Credit, at a rate separately agreed between the Company and the L/C Issuer,
computed on the amount of such increase, and payable upon the effectiveness of
such amendment, and (iii) with respect to each standby Letter of Credit, at the
rate per annum specified in the Fee Letter, computed on the daily amount
available to be drawn under such Letter of Credit on a quarterly basis in
arrears. Such fronting fee shall be due and payable on the tenth Business Day
after the end of each March, June, September and December in respect of the most
recently-ended quarterly period (or portion thereof, in the case of the first
payment), commencing with the first such date to occur after the issuance of
such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on
demand. For purposes of computing the daily amount available to be drawn under
any Letter of Credit, the amount of such Letter of Credit shall be determined in
accordance with Section 1.08. In addition, the Company shall pay directly to the
L/C Issuer for its own account, in Dollars, the customary issuance,
presentation, amendment and other processing fees, and other standard costs and
charges, of the L/C Issuer relating to letters of credit as from time to time in
effect. Such customary fees and standard costs and charges are due and payable
on demand and are nonrefundable.

      (k) Conflict with Issuer Documents. In the event of any conflict between
the terms hereof and the terms of any Issuer Document, the terms hereof shall
control.

      (l) Letters of Credit Issued for Subsidiaries. Notwithstanding that a
Letter of Credit issued or outstanding hereunder is in support of any
obligations of, or is for the account of, a Subsidiary, the Company shall be
obligated to reimburse the L/C Issuer hereunder for any and all drawings under
such Letter of Credit. The Company hereby acknowledges that the issuance of
Letters of Credit for the account of Subsidiaries inures to the benefit of the
Company, and that the Company's business derives substantial benefits from the
businesses of such Subsidiaries.

                                       34


      2.04 SWING LINE LOANS.

      (a) The Swing Line. Subject to the terms and conditions set forth herein,
the Swing Line Lender agrees, in reliance upon the agreements of the other
Lenders set forth in this Section 2.04, to make loans in Dollars (each such
loan, a "Swing Line Loan") to the Company from time to time on any Business Day
during the Availability Period in an aggregate amount not to exceed at any time
outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that
such Swing Line Loans, when aggregated with the Applicable Percentage of the
Outstanding Amount of Committed Loans and L/C Obligations of the Lender acting
as Swing Line Lender, may exceed the amount of such Lender's Commitment;
provided, however, that after giving effect to any Swing Line Loan, (i) the
Total Outstandings shall not exceed the Aggregate Commitments, and (ii) the
aggregate Outstanding Amount of the Committed Loans of any Lender, plus such
Lender's Applicable Percentage of the Outstanding Amount of all L/C Obligations,
plus such Lender's Applicable Percentage of the Outstanding Amount of all Swing
Line Loans shall not exceed such Lender's Commitment, and provided, further,
that (i) the Company shall not use the proceeds of any Swing Line Loan to
refinance any outstanding Swing Line Loan; and (ii) the availability of the
Aggregate Commitments at any time for the making of Loans and the issuance of
Letters of Credit shall be reduced by the amount of the Alternative Currency
Reserve. Within the foregoing limits, and subject to the other terms and
conditions hereof, the Company may borrow under this Section 2.04, prepay under
Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall
be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each
Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to,
purchase from the Swing Line Lender a risk participation in such Swing Line Loan
in an amount equal to the product of such Lender's Applicable Percentage times
the amount of such Swing Line Loan.

      (b) Borrowing Procedures. Each Swing Line Borrowing shall be made upon the
Company's irrevocable notice to the Swing Line Lender and the Administrative
Agent, which may be given by telephone. Each such notice must be received by the
Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the
requested borrowing date, and shall specify (i) the amount to be borrowed, which
shall be a minimum of $250,000, and (ii) the requested borrowing date, which
shall be a Business Day. Each such telephonic notice must be confirmed promptly
by delivery to the Swing Line Lender and the Administrative Agent of a written
Swing Line Loan Notice, appropriately completed and signed by a Responsible
Officer of the Company. Promptly after receipt by the Swing Line Lender of any
telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the
Administrative Agent (by telephone or in writing) that the Administrative Agent
has also received such Swing Line Loan Notice and, if not, the Swing Line Lender
will notify the Administrative Agent (by telephone or in writing) of the
contents thereof. Unless the Swing Line Lender has received notice (by telephone
or in writing) from the Administrative Agent (including at the request of any
Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A)
directing the Swing Line Lender not to make such Swing Line Loan as a result of
the limitations set forth in the proviso to the first sentence of Section
2.04(a), or (B) that one or more of the applicable conditions specified in
Section 5.02 is not then satisfied, then, subject to the terms and conditions
hereof, the Swing Line Lender will, not later than 3:00 p.m. on the borrowing
date specified in such Swing Line Loan Notice, make the amount of its Swing Line
Loan available to the Company at its office by crediting the account of the
Company on the books of the Swing Line Lender in Same Day Funds.

      (c) Refinancing of Swing Line Loans.

            (i) The Swing Line Lender at any time in its sole and absolute
      discretion may request, on behalf of the Company (which hereby irrevocably
      authorizes the Swing Line Lender to so request on its behalf), that each
      Lender make a Base Rate Committed Loan in an amount equal to such Lender's
      Applicable Percentage of the amount of Swing Line Loans then

                                       35


            outstanding. Such request shall be made in writing (which written
            request shall be deemed to be a Committed Loan Notice for purposes
            hereof) and in accordance with the requirements of Section 2.02,
            without regard to the minimum and multiples specified therein for
            the principal amount of Base Rate Loans, but subject to the
            unutilized portion of the Aggregate Commitments and the conditions
            set forth in Section 5.02. The Swing Line Lender shall furnish the
            Company with a copy of the applicable Committed Loan Notice promptly
            after delivering such notice to the Administrative Agent. Each
            Lender shall make an amount equal to its Applicable Percentage of
            the amount specified in such Committed Loan Notice available to the
            Administrative Agent in Same Day Funds for the account of the Swing
            Line Lender at the Administrative Agent's Office for
            Dollar-denominated payments not later than 1:00 p.m. on the day
            specified in such Committed Loan Notice, whereupon, subject to
            Section 2.04(c)(ii), each Lender that so makes funds available shall
            be deemed to have made a Base Rate Committed Loan to the Company in
            such amount. The Administrative Agent shall remit the funds so
            received to the Swing Line Lender.

                 (ii) If for any reason any Swing Line Loan cannot be refinanced
            by such a Committed Borrowing in accordance with Section 2.04(c)(i),
            the request for Base Rate Committed Loans submitted by the Swing
            Line Lender as set forth herein shall be deemed to be a request by
            the Swing Line Lender that each of the Lenders fund its risk
            participation in the relevant Swing Line Loan and each Lender's
            payment to the Administrative Agent for the account of the Swing
            Line Lender pursuant to Section 2.04(c)(i) shall be deemed payment
            in respect of such participation.

                 (iii) If any Lender fails to make available to the
            Administrative Agent for the account of the Swing Line Lender any
            amount required to be paid by such Lender pursuant to the foregoing
            provisions of this Section 2.04(c) by the time specified in Section
            2.04(c)(i), the Swing Line Lender shall be entitled to recover from
            such Lender (acting through the Administrative Agent), on demand,
            such amount with interest thereon for the period from the date such
            payment is required to the date on which such payment is immediately
            available to the Swing Line Lender at a rate per annum equal to the
            applicable Overnight Rate from time to time in effect. A certificate
            of the Swing Line Lender submitted to any Lender (through the
            Administrative Agent) with respect to any amounts owing under this
            clause (iii) shall be conclusive absent manifest error.

                 (iv) Each Lender's obligation to make Committed Loans or to
            purchase and fund risk participations in Swing Line Loans pursuant
            to this Section 2.04(c) shall be absolute and unconditional and
            shall not be affected by any circumstance, including (A) any setoff,
            counterclaim, recoupment, defense or other right which such Lender
            may have against the Swing Line Lender, the Company or any other
            Person for any reason whatsoever, (B) the occurrence or continuance
            of a Default or an Event of Default, or (C) any other occurrence,
            event or condition, whether or not similar to any of the foregoing;
            provided, however, that each Lender's obligation to make Committed
            Loans pursuant to this Section 2.04(c) is subject to the conditions
            set forth in Section 5.02. No such funding of risk participations
            shall relieve or otherwise impair the obligation of the Company to
            repay Swing Line Loans, together with interest as provided herein.

            (d) Repayment of Participations.

                 (i) At any time after any Lender has purchased and funded a
            risk participation in a Swing Line Loan, if the Swing Line Lender
            receives any payment on account of such Swing Line Loan, the Swing
            Line Lender will distribute to such Lender its Applicable Percentage
            of such payment (appropriately adjusted, in the case of interest
            payments, to reflect the period of time

                                       36


      during which such Lender's risk participation was funded) in the same
      funds as those received by the Swing Line Lender.

            (ii) If any payment received by the Swing Line Lender in respect of
      principal or interest on any Swing Line Loan is required to be returned by
      the Swing Line Lender under any of the circumstances described in Section
      11.05 (including pursuant to any settlement entered into by the Swing Line
      Lender in its discretion), each Lender shall pay to the Swing Line Lender
      its Applicable Percentage thereof on demand of the Administrative Agent,
      plus interest thereon from the date of such demand to the date such amount
      is returned, at a rate per annum equal to the applicable Overnight Rate.
      The Administrative Agent will make such demand upon the request of the
      Swing Line Lender. The obligations of the Lenders under this clause shall
      survive the payment in full of the Obligations and the termination of this
      Agreement.

      (e) Interest for Account of Swing Line Lender. The Swing Line Lender shall
be responsible for invoicing the Company for interest on the Swing Line Loans.
Until each Lender funds its Base Rate Committed Loan or risk participation
pursuant to this Section 2.04 to refinance such Lender's Applicable Percentage
of any Swing Line Loan, interest in respect of such Applicable Percentage shall
be solely for the account of the Swing Line Lender.

      (f) Payments Directly to Swing Line Lender. The Company shall make all
payments of principal and interest in respect of the Swing Line Loans directly
to the Swing Line Lender.

      2.05 PREPAYMENTS.

      (a) Each Borrower may, upon notice from the Company to the Administrative
Agent, at any time or from time to time voluntarily prepay Committed Loans in
whole or in part without premium or penalty; provided that (i) such notice must
be received by the Administrative Agent not later than 11:00 a.m. (A) three
Business Days prior to any date of prepayment of Eurocurrency Rate Loans
denominated in Dollars, (B) four Business Days (or five, in the case of
prepayment of Loans denominated in Special Notice Currencies) prior to any date
of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies,
and (C) on the date of prepayment of Base Rate Committed Loans; (ii) any
prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a
principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess
thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in
Alternative Currencies shall be in a minimum principal amount of $5,000,000 or a
whole multiple of $1,000,000 in excess thereof; and (iv) any prepayment of Base
Rate Committed Loans shall be in a principal amount of $1,000,000 or a whole
multiple of $100,000 in excess thereof or, in each case, if less, the entire
principal amount thereof then outstanding. Each such notice shall specify the
date and amount of such prepayment and the Type(s) of Committed Loans to be
prepaid and, if Eurocurrency Loans are to be prepaid, the Interest Period(s) of
such Loans. The Administrative Agent will promptly notify each Lender of its
receipt of each such notice, and of the amount of such Lender's Applicable
Percentage of such prepayment. If such notice is given by the Company, the
applicable Borrower shall make such prepayment and the payment amount specified
in such notice shall be due and payable on the date specified therein. Any
prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued
interest on the amount prepaid, together with any additional amounts required
pursuant to Section 3.05. Each such prepayment shall be applied to the Committed
Loans of the Lenders in accordance with their respective Applicable Percentages.

      (b) The Company may, upon notice to the Swing Line Lender (with a copy to
the Administrative Agent), at any time or from time to time, voluntarily prepay
Swing Line Loans in whole or in part without premium or penalty; provided that
(i) such notice must be received by the Swing Line Lender and the Administrative
Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any

                                       37


such prepayment shall be in a minimum principal amount of $100,000. Each such
notice shall specify the date and amount of such prepayment. If such notice is
given by the Company, the Company shall make such prepayment and the payment
amount specified in such notice shall be due and payable on the date specified
therein.

      (c) If as a result of foreign currency translation the Outstanding Amount
of all Loans denominated in Alternative Currencies at such time exceeds the
Aggregate Commitments then in effect by an amount in excess of the Dollar
Equivalent of $400,000, then, within two Business Days after receipt of notice
from the Administrative Agent of such occurrence, the Borrowers shall prepay
Loans in an aggregate amount sufficient to reduce such Outstanding Amount as of
such date of payment to an amount not to exceed the Dollar Equivalent of
$400,000 in excess of the Aggregate Commitments then in effect.

      (d) If for any reason other than as a result of foreign currency
translation the Total Outstandings at any time exceed the Aggregate Commitments
then in effect, the Company shall promptly after notice from the Administrative
Agent prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate
amount equal to such excess; provided, however, that the Company shall not be
required to Cash Collateralize the L/C Obligations pursuant to this Section
2.05(c) unless after the prepayment in full of the Loans the Total Outstandings
exceed the Aggregate Commitments then in effect. If for any reason the
Outstanding Amount of all Swing Line Loans exceed the Swing Line Sublimit, the
Company shall immediately prepay the Swing Line Loans in aggregate amount equal
to such excess. The Administrative Agent may, at any time and from time to time
after the initial deposit of such Cash Collateral, request that additional Cash
Collateral be provided in order to protect against the results of exchange rate
fluctuations.

      2.06 TERMINATION OR REDUCTION OF COMMITMENTS.

      The Company may, upon notice to the Administrative Agent, terminate the
Aggregate Commitments, or from time to time permanently reduce the Aggregate
Commitments; provided that (i) any such notice shall be received by the
Administrative Agent not later than 11:00 a.m. five Business Days prior to the
date of termination or reduction, (ii) any such partial reduction shall be in an
aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess
thereof, (iii) the Company shall not terminate or reduce the Aggregate
Commitments if, after giving effect thereto and to any concurrent prepayments
hereunder, the Total Outstandings plus the Alternative Currency Reserve would
exceed the Aggregate Commitments, and (iv) if, after giving effect to any
reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the
Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such
Sublimit shall be automatically reduced by the amount of such excess. The
Administrative Agent will promptly notify the Lenders of any such notice of
termination or reduction of the Aggregate Commitments. The amount of any such
Aggregate Commitment reduction shall not be applied to the Letter of Credit
Sublimit or the Swing Line Sublimit unless otherwise specified by the Company.
Any reduction of the Aggregate Commitments shall be applied to the Commitment of
each Lender according to its Applicable Percentage. All fees accrued until the
effective date of any termination of the Aggregate Commitments shall be paid on
the effective date of such termination.

      2.07 REPAYMENT OF LOANS.

      (a) Each Borrower shall repay to the Lenders on the Maturity Date the
aggregate principal amount of Committed Loans made to such Borrower outstanding
on such date.

      (b) The Company shall repay each Swing Line Loan on the earlier to occur
of (i) the date ten Business Days after such Loan is made and (ii) the Maturity
Date.

                                       38


      2.08 INTEREST.

      (a) Subject to the provisions of subsection (b) below, (i) each
Eurocurrency Rate Loan shall bear interest on the outstanding principal amount
thereof for each Interest Period at a rate per annum equal to the Eurocurrency
Rate for such Interest Period plus the Applicable Rate shown in the column
labeled Eurocurrency Margin in the Pricing Table plus (in the case of a
Eurocurrency Rate Loan of any Lender which is lent from a Lending Office in the
United Kingdom or a Participating Member State) the Mandatory Cost; (ii) each
Base Rate Committed Loan shall bear interest on the outstanding principal amount
thereof from the applicable borrowing date at a rate per annum equal to the Base
Rate plus the Applicable Rate shown in the column labeled Base Rate Margin in
the Pricing Table; and (iii) each Swing Line Loan shall bear interest on the
outstanding principal amount thereof from the applicable borrowing date at a
rate per annum equal to the Base Rate plus the Applicable Rate shown in the
column labeled Base Rate Margin in the Pricing Table.

            (b) (i) If any amount payable by any Borrower under any Loan
      Document is not paid when due (without regard to any applicable grace
      periods), whether at stated maturity, by acceleration or otherwise, such
      amount shall thereafter bear interest at a fluctuating interest rate per
      annum at all times equal to the Default Rate to the fullest extent
      permitted by applicable Laws.

            (ii) Upon the request of the Required Lenders, while any Event of
      Default exists, the Borrowers shall pay interest on the principal amount
      of all outstanding Obligations hereunder at a fluctuating interest rate
      per annum at all times equal to the Default Rate to the fullest extent
      permitted by applicable Laws.

            (iii) Accrued and unpaid interest on past due amounts (including
      interest on past due interest) shall be due and payable upon demand.

      (c) Interest on each Loan shall be due and payable in arrears on each
Interest Payment Date applicable thereto and at such other times as may be
specified herein. Interest hereunder shall be due and payable in accordance with
the terms hereof before and after judgment, and before and after the
commencement of any proceeding under any Debtor Relief Law.

      2.09 FEES.

      In addition to certain fees described in subsections (i) and (j) of
Section 2.03:

      (a) Facility Fee. The Company shall pay to the Administrative Agent for
the account of each Lender in accordance with its Applicable Percentage, a
facility fee (the "Facility Fee") in Dollars in an amount equal to the
Applicable Rate shown in the column labeled Facility Fee in the Pricing Table
multiplied by the actual daily amount of the Aggregate Commitments (or, if the
Aggregate Commitments have terminated, on the Outstanding Amount of all
Committed Loans, Swing Line Loans and L/C Obligations), regardless of usage. The
Facility Fee shall accrue at all times during the Availability Period (and
thereafter so long as any Committed Loans, Swing Line Loans or L/C Obligations
remain outstanding), including at any time during which one or more of the
conditions in Article V is not met, and shall be due and payable quarterly in
arrears on the last Business Day of each March, June, September and December,
commencing with the first such date to occur after the Closing Date, and on the
Maturity Date (and, if applicable, thereafter on demand). The Facility Fee shall
be calculated quarterly in arrears, and if there is any change in the Applicable
Rate during any quarter, the actual daily amount shall be computed and
multiplied by the Applicable Rate separately for each period during such quarter
that such Applicable Rate was in effect.

                                       39


      (b) Utilization Fee. The Company shall pay to the Administrative Agent for
the account of each Lender in accordance with its Applicable Percentage, a
utilization fee (the "Utilization Fee") in Dollars in an amount equal to the
Applicable Rate shown in the column labeled Utilization Fee in the Pricing Table
multiplied by the Total Outstandings on each day that the Total Outstandings
exceed 50% of the actual daily amount of the Aggregate Commitments then in
effect (or, if terminated, in effect immediately prior to such termination). The
Utilization Fee shall be due and payable quarterly in arrears on the last
Business Day of each March, June, September and December, commencing with the
first such date to occur after the Closing Date, and on the Maturity Date. The
Utilization Fee shall be calculated quarterly in arrears and if there is any
change in the Applicable Rate during any quarter, the daily amount shall be
computed and multiplied by the Applicable Rate for each period during which such
Applicable Rate was in effect. The Utilization Fee shall accrue at all times,
including at any time during which one or more of the conditions in Article V is
not met.

      (c) Other Fees. (i) The Company shall pay to BAS and the Administrative
Agent for their own respective accounts, in Dollars, fees in the amounts and at
the times specified in the Fee Letter. Such fees shall be fully earned when paid
and shall not be refundable for any reason whatsoever.

            (ii) The Company shall pay to the Lenders, in Dollars, such fees as
      shall have been separately agreed upon in writing in the amounts and at
      the times so specified. Such fees shall be fully earned when paid and
      shall not be refundable for any reason whatsoever.

      2.10 COMPUTATION OF INTEREST AND FEES.

      All computations of interest for Base Rate Loans when the Base Rate is
determined by Bank of America's "prime rate" shall be made on the basis of a
year of 365 or 366 days, as the case may be, and actual days elapsed. All other
computations of fees and interest shall be made on the basis of a 360-day year
and actual days elapsed (which results in more fees or interest, as applicable,
being paid than if computed on the basis of a 365-day year), or, in the case of
interest in respect of Committed Loans denominated in Alternative Currencies as
to which market practice differs from the foregoing, in accordance with such
market practice. Interest shall accrue on each Loan for the day on which the
Loan is made, and shall not accrue on a Loan, or any portion thereof, for the
day on which the Loan or such portion is paid, provided that any Loan that is
repaid on the same day on which it is made shall, subject to Section 2.12(a),
bear interest for one day. Each determination by the Administrative Agent of an
interest rate or fee hereunder shall be conclusive and binding for all purposes,
absent manifest error.

      2.11 EVIDENCE OF INDEBTEDNESS.

      (a) The Credit Extensions made by each Lender shall be evidenced by one or
more accounts or records maintained by such Lender and by the Administrative
Agent in the ordinary course of business. The accounts or records maintained by
the Administrative Agent and each Lender shall be conclusive absent manifest
error of the amount of the Credit Extensions made by the Lenders to the
Borrowers and the interest and payments thereon. Any failure to so record or any
error in doing so shall not, however, limit or otherwise affect the obligation
of the Borrowers hereunder to pay any amount owing with respect to the
Obligations. In the event of any conflict between the accounts and records
maintained by any Lender and the accounts and records of the Administrative
Agent in respect of such matters, the accounts and records of the Administrative
Agent shall control in the absence of manifest error. Upon the request of any
Lender to a Borrower made through the Administrative Agent, such Borrower shall
execute and deliver to such Lender (through the Administrative Agent) a Note,
which shall evidence such Lender's Loans to such Borrower in addition to such
accounts or records. Each such Note shall (i) in the case of Committed Loans, be
in the form of Exhibit C (a "Revolving Note") and (ii) in the case of Swing Line

                                       40


Loans, be in the form of Exhibit D (a "Swing Line Note"). Each Lender may attach
schedules to a Note and endorse thereon the date, Type (if applicable), amount,
currency and maturity of its Loans and payments with respect thereto.

      (b) In addition to the accounts and records referred to in subsection (a),
each Lender and the Administrative Agent shall maintain in accordance with its
usual practice accounts or records evidencing the purchases and sales by such
Lender of participations in Letters of Credit and Swing Line Loans. In the event
of any conflict between the accounts and records maintained by the
Administrative Agent and the accounts and records of any Lender in respect of
such matters, the accounts and records of the Administrative Agent shall control
in the absence of manifest error.

      2.12 PAYMENTS GENERALLY; ADMINISTRATIVE AGENT'S CLAWBACK.

      (a) General. All payments to be made by the Borrowers shall be made
without condition or deduction for any counterclaim, defense, recoupment or
setoff. Except as otherwise expressly provided herein and except with respect to
principal of and interest on Loans denominated in an Alternative Currency, all
payments by the Borrowers hereunder shall be made to the Administrative Agent,
for the account of the respective Lenders to which such payment is owed, at the
applicable Administrative Agent's Office in Dollars and in Same Day Funds not
later than 2:00 p.m. on the date specified herein. Except as otherwise expressly
provided herein, all payments by the Borrowers hereunder with respect to
principal and interest on Loans denominated in an Alternative Currency shall be
made to the Administrative Agent, for the account of the respective Lenders to
which such payment is owed, at the applicable Administrative Agent's Office in
such Alternative Currency and in Same Day Funds not later than the Applicable
Time specified by the Administrative Agent on the dates specified herein.
Without limiting the generality of the foregoing, the Administrative Agent may
require that any payments due under this Agreement be made in the United States.
If, for any reason, any Borrower is prohibited by any Law from making any
required payment hereunder in an Alternative Currency, such Borrower shall make
such payment in Dollars in the Dollar Equivalent of the Alternative Currency
payment amount. The Administrative Agent will promptly distribute to each Lender
its Applicable Percentage (or other applicable share as provided herein) of such
payment in like funds as received by wire transfer to such Lender's Lending
Office. All payments received by the Administrative Agent (i) after 2:00 p.m.,
in the case of payments in Dollars, or (ii) after the Applicable Time specified
by the Administrative Agent in the case of payments in an Alternative Currency,
shall in each case be deemed received on the next succeeding Business Day and
any applicable interest or fee shall continue to accrue. If any payment to be
made by any Borrower shall come due on a day other than a Business Day, payment
shall be made on the next following Business Day, and such extension of time
shall be reflected in computing interest or fees, as the case may be.

      (b) (i) Funding by Lenders; Presumption by Administrative Agent. Unless
the Administrative Agent shall have received notice from a Lender prior to the
proposed date of any Committed Borrowing of Eurocurrency Rate Loans (or, in the
case of any Committed Borrowing of Base Rate Loans, prior to 12:00 noon on the
date of such Committed Borrowing) that such Lender will not make available to
the Administrative Agent such Lender's share of such Committed Borrowing, the
Administrative Agent may assume that such Lender has made such share available
on such date in accordance with Section 2.02 (or, in the case of a Committed
Borrowing of Base Rate Loans, that such Lender has made such share available in
accordance with and at the time required by Section 2.02) and may, in reliance
upon such assumption, make available to the applicable Borrower a corresponding
amount. In such event, if a Lender has not in fact made its share of the
applicable Committed Borrowing available to the Administrative Agent, then the
applicable Lender and the applicable Borrower severally agree to pay to the
Administrative Agent forthwith on demand such corresponding amount in Same Day
Funds with interest thereon, for each day from and including the date such
amount is made available to

                                       41


such Borrower to but excluding the date of payment to the Administrative Agent,
at (A) in the case of a payment to be made by such Lender, the Overnight Rate
and (B) in the case of a payment to be made by such Borrower, the interest rate
applicable to Base Rate Loans. If such Borrower and such Lender shall pay such
interest to the Administrative Agent for the same or an overlapping period, the
Administrative Agent shall promptly remit to such Borrower the amount of such
interest paid by such Borrower for such period. If such Lender pays its share of
the applicable Committed Borrowing to the Administrative Agent, then the amount
so paid shall constitute such Lender's Committed Loan included in such Committed
Borrowing. Any payment by such Borrower shall be without prejudice to any claim
such Borrower may have against a Lender that shall have failed to make such
payment to the Administrative Agent.

            (ii) Payments by Borrowers; Presumptions by Administrative Agent.
      Unless the Administrative Agent shall have received notice from a Borrower
      prior to the date on which any payment is due to the Administrative Agent
      for the account of the Lenders or the L/C Issuer hereunder that such
      Borrower will not make such payment, the Administrative Agent may assume
      that such Borrower has made such payment on such date in accordance
      herewith and may, in reliance upon such assumption, distribute to the
      Lenders or the L/C Issuer, as the case may be, the amount due. In such
      event, if such Borrower has not in fact made such payment, then each of
      the Lenders or the L/C Issuer, as the case may be, severally agrees to
      repay to the Administrative Agent forthwith on demand the amount so
      distributed to such Lender or the L/C Issuer, in Same Day Funds with
      interest thereon, for each day from and including the date such amount is
      distributed to it to but excluding the date of payment to the
      Administrative Agent, at the Overnight Rate.

A notice of the Administrative Agent to any Lender or Borrower with respect to
any amount owing under this subsection (b) shall be conclusive, absent manifest
error.

      (c) Failure to Satisfy Conditions Precedent. If any Lender makes available
to the Administrative Agent funds for any Loan to be made by such Lender to any
Borrower as provided in the foregoing provisions of this Article II, and such
funds are not made available to such Borrower by the Administrative Agent
because the conditions to the applicable Credit Extension set forth in Article V
are not satisfied or waived in accordance with the terms hereof, the
Administrative Agent shall return such funds (in like funds as received from
such Lender) to such Lender, without interest.

      (d) Obligations of Lenders Several. The obligations of the Lenders
hereunder to make Committed Loans, to fund participations in Letters of Credit
and Swing Line Loans and to make payments pursuant to Section 11.04(c) are
several and not joint. The failure of any Lender to make any Committed Loan, to
fund any such participation or to make any payment under Section 11.04(c) on any
date required hereunder shall not relieve any other Lender of its corresponding
obligation to do so on such date, and no Lender shall be responsible for the
failure of any other Lender to so make its Committed Loan, to purchase its
participation or to make its payment under Section 11.04(c).

      (e) Funding Source. Nothing herein shall be deemed to obligate any Lender
to obtain the funds for any Loan in any particular place or manner or to
constitute a representation by any Lender that it has obtained or will obtain
the funds for any Loan in any particular place or manner.

      2.13 SHARING OF PAYMENTS BY LENDERS.

      If any Lender shall, by exercising any right of setoff or counterclaim or
otherwise, obtain payment in respect of any principal of or interest on any of
the Committed Loans made by it, or the participations in L/C Obligations or in
Swing Line Loans held by it resulting in such Lender's receiving

                                       42


payment of a proportion of the aggregate amount of such Committed Loans or
participations and accrued interest thereon greater than its pro rata share
thereof as provided herein, then the Lender receiving such greater proportion
shall (a) notify the Administrative Agent of such fact, and (b) purchase (for
cash at face value) participations in the Committed Loans and subparticipations
in L/C Obligations and Swing Line Loans of the other Lenders, or make such other
adjustments as shall be equitable, so that the benefit of all such payments
shall be shared by the Lenders ratably in accordance with the aggregate amount
of principal of and accrued interest on their respective Committed Loans and
other amounts owing them, provided that:

            (i) if any such participations or subparticipations are purchased
      and all or any portion of the payment giving rise thereto is recovered,
      such participations or subparticipations shall be rescinded and the
      purchase price restored to the extent of such recovery, without interest;
      and

            (ii) the provisions of this Section shall not be construed to apply
      to (x) any payment made by a Borrower pursuant to and in accordance with
      the express terms of this Agreement or (y) any payment obtained by a
      Lender as consideration for the assignment of or sale of a participation
      in any of its Committed Loans or subparticipations in L/C Obligations or
      Swing Line Loans to any assignee or participant, other than to the Company
      or any Subsidiary thereof (as to which the provisions of this Section
      shall apply).

Each Borrower consents to the foregoing and agrees, to the extent it may
effectively do so under applicable law, that any Lender acquiring a
participation pursuant to the foregoing arrangements may exercise against such
Borrower rights of setoff and counterclaim with respect to such participation as
fully as if such Lender were a direct creditor of such Borrower in the amount of
such participation.

      2.14 DESIGNATED BORROWERS.

      (a) Effective as of the date hereof each Wholly Owned Subsidiary
identified on Schedule 2.14 shall be a "Designated Borrower" hereunder and may
receive Loans for its account on the terms and conditions set forth in this
Agreement.

      (b) The Company may at any time, upon not less than 15 Business Days'
notice from the Company to the Administrative Agent (or such shorter period as
may be agreed by the Administrative Agent in its sole discretion), designate any
additional Wholly Owned Subsidiary of the Company (an "Applicant Borrower") as a
Designated Borrower to receive Loans hereunder by delivering to the
Administrative Agent (which shall promptly deliver counterparts thereof to each
Lender) a duly executed notice and agreement in substantially the form of
Exhibit G (a "Designated Borrower Request and Assumption Agreement"). The
parties hereto acknowledge and agree that prior to any Applicant Borrower
becoming entitled to utilize the credit facilities provided for herein the
Administrative Agent and the Lenders shall have received such supporting
resolutions, incumbency certificates, opinions of counsel and other documents or
information, in form, content and scope reasonably satisfactory to the
Administrative Agent, as may be required by the Administrative Agent or the
Required Lenders in their reasonable discretion, and Notes signed by such new
Borrowers to the extent any Lenders so require. If the Administrative Agent and
the Required Lenders agree that an Applicant Borrower shall be entitled to
receive Loans hereunder, then promptly following receipt of all such requested
resolutions, incumbency certificates, opinions of counsel and other documents or
information, the Administrative Agent shall send a notice in substantially the
form of Exhibit H (a "Designated Borrower Notice") to the Company and the
Lenders specifying the effective date upon which the Applicant Borrower shall
constitute a Designated Borrower for purposes hereof, whereupon each of the
Lenders agrees to permit such Designated Borrower to receive Loans hereunder, on
the terms and conditions set forth herein, and each of the parties agrees

                                       43


that such Designated Borrower otherwise shall be a Borrower for all purposes of
this Agreement; provided that no Committed Loan Notice or Letter of Credit
Application may be submitted by or on behalf of such Designated Borrower until
the date five Business Days after such effective date.

      (c) The Obligations of the Company and each Designated Borrower that is a
Domestic Subsidiary shall be joint and several in nature regardless of which
Designated Borrower that is a Domestic Subsidiary actually receives Credit
Extensions hereunder or the amount of such Credit Extensions received or the
manner in which the Administrative Agent or any Lender accounts for such Credit
Extensions on its books and records. The obligations of each Designated Borrower
that is a Domestic Subsidiary with respect to Credit Extensions made to it, and
each such Borrower's obligations arising as a result of the joint and several
liability of such Borrower hereunder, with respect to Credit Extensions made to
and other Obligations owing hereunder by the other Designated Borrowers that are
Domestic Subsidiaries, shall be separate and distinct obligations, but all such
obligations shall be primary obligations of each such Designated Borrower that
is a Domestic Subsidiary. The Obligations of all Designated Borrowers that are
Foreign Subsidiaries shall be several in nature.

      (d) Each Subsidiary of the Company that is or becomes a "Designated
Borrower" pursuant to this Section 2.14 hereby irrevocably appoints the Company
as its agent for all purposes relevant to this Agreement and each of the other
Loan Documents, including (i) the giving and receipt of notices, (ii) the
execution and delivery of all documents, instruments and certificates
contemplated herein and all modifications hereto, and (iii) the receipt of the
proceeds of any Loans made by the Lenders, to any such Designated Borrower
hereunder. Any acknowledgment, consent, direction, certification or other action
which might otherwise be valid or effective only if given or taken by all
Borrowers, or by each Borrower acting singly, shall be valid and effective if
given or taken only by the Company, whether or not any such other Borrower joins
therein. Any notice, demand, consent, acknowledgement, direction, certification
or other communication delivered to the Company in accordance with the terms of
this Agreement shall be deemed to have been delivered to each Designated
Borrower.

      (e) The Company may from time to time, upon not less than 15 Business
Days' notice from the Company to the Administrative Agent (or such shorter
period as may be agreed by the Administrative Agent in its sole discretion),
terminate a Designated Borrower's status as such, provided that there are no
outstanding Loans payable by such Designated Borrower, or other amounts payable
by such Designated Borrower on account of any Loans made to it, as of the
effective date of such termination. The Administrative Agent will promptly
notify the Lenders of any such termination of a Designated Borrower's status.

      (f) If the selection of a particular Designated Borrower results (or is
reasonably anticipated to result) in amounts becoming payable under Section 3.01
or Section 3.04(a)(ii), or notices being given under Section 3.02, the Company
may make a written request to the Administrative Agent for an amendment to this
Agreement that would create a separate tranche of Lenders to provide credit to
such Designated Borrower in a manner that would eliminate or minimize amounts
payable under Sections 3.01 and 3.04(a)(ii) and notices under Section 3.02. The
Administrative Agent and the Lenders agree to consider such amendment request in
good faith. The Company hereby agrees to pay (or to cause the applicable
Designated Borrower to pay) all reasonable costs and expenses incurred by the
Administrative Agent or any Lender in connection with any such amendment.

      (g) Each Lender may, at its option, make any Loan available to any Foreign
Obligor by causing any foreign or domestic branch or Affiliate of such Lender to
make such Loan; provided that any exercise of such option (i) shall not affect
the obligation of such Foreign Obligor to repay such Loan in accordance with the
terms of this Agreement and (ii) shall be made subject to inter alia Section
3.01.

                                       44


      2.15 EXTENSION OF MATURITY DATE.

      (a) Requests for Extension. The Company may on a one-time basis by notice
to the Administrative Agent (who shall promptly notify the Lenders) (i) at any
time during the first four years following the Closing Date or (ii) during the
fifth year following the Closing Date, not later than 35 days prior to August 3,
2010 (the "Existing Maturity Date"), request that each Lender extend the
Existing Maturity Date for an additional one year from the Existing Maturity
Date.

      (b) Lender Elections to Extend. Each Lender, acting in its sole and
individual discretion, shall, by notice to the Administrative Agent given not
later than 15 days following the receipt of notice of such request from the
Administrative Agent (the "Notice Date"), advise the Administrative Agent
whether or not such Lender agrees to such extension (and each Lender that
determines not to so extend its Maturity Date (a "Non-Extending Lender") shall
notify the Administrative Agent of such fact promptly after such determination
(but in any event no later than the Notice Date) and any Lender that does not so
advise the Administrative Agent on or before the Notice Date shall be deemed to
be a Non-Extending Lender. The election of any Lender to agree to such extension
shall not obligate any other Lender to so agree.

      (c) Notification by Administrative Agent. The Administrative Agent shall
notify the Company of each Lender's determination under this Section no later
than the date 15 days after the Notice Date (or, if such date is not a Business
Day, on the next preceding Business Day).

      (d) Additional Commitment Lenders. The Company shall have the right on or
before the Existing Maturity Date to replace each Non-Extending Lender with, and
add as "Lenders" under this Agreement in place thereof, one or more Eligible
Assignees (each, an "Additional Commitment Lender") as provided in Section
11.13, each of which Additional Commitment Lenders shall have entered into an
Assignment and Assumption pursuant to which such Additional Commitment Lender
shall, effective as of the Existing Maturity Date, undertake a Commitment (and,
if any such Additional Commitment Lender is already a Lender, its Commitment
shall be in addition to such Lender's Commitment hereunder on such date) and
shall be a "Lender" for all purposes of this Agreement.

      (e) Minimum Extension Requirement. If all of the Lenders agree to the
request for extension of the Maturity Date then the Maturity Date for all
Lenders shall be August 3, 2011. If there exists any Non-Extending Lenders then
the Company shall (i) withdraw its extension request and the Maturity Date will
remain unchanged or (ii) provided that the Required Lenders (but for the
avoidance of doubt, not including any Additional Commitment Lenders) have agreed
to the extension request (such Lenders agreeing to such extension, the
"Approving Lenders"), then the Company may extend the Maturity Date solely as to
the Approving Lenders and the Additional Commitment Lenders with a reduced
amount of Aggregate Commitments during such extension period equal to the
aggregate Commitments of the Approving Lenders and the Additional Commitment
Lenders; it being understood that (A) the Maturity Date relating to any
Non-Extending Lenders not replaced by an Additional Commitment Lender shall
remain August 3, 2010 and the repayment of all obligations owed to them and the
termination of their Commitments shall occur on such date and (B) the Maturity
Date relating to the Approving Lenders and the Additional Commitment Lenders
shall be August 3, 2011.

      (f) Conditions to Effectiveness of Extensions. Notwithstanding the
foregoing, the extension of the Maturity Date pursuant to this Section shall not
be effective with respect to any Lender unless:

            (i) no Default or Event of Default shall have occurred and be
      continuing on the date of such extension and after giving effect thereto;

                                       45


            (ii) the representations and warranties contained in this Agreement
      are true and correct in all material respects on and as of the date of
      such extension and after giving effect thereto, as though made on and as
      of such date (or, if any such representation or warranty is expressly
      stated to have been made as of a specific date, as of such specific date);
      and

            (iii) on the Existing Maturity Date, the Borrowers shall prepay any
      Committed Loans outstanding on such date (and pay any additional amounts
      required pursuant to Section 3.05) to the extent necessary to keep
      outstanding Committed Loans ratable with any revised Applicable
      Percentages of the respective Lenders effective as of such date.

      (g) Conflicting Provisions. This Section shall supersede any provisions in
Section 2.13 or 11.01 to the contrary.

                                   ARTICLE III

                     TAXES, YIELD PROTECTION AND ILLEGALITY

      3.01 TAXES.

      (a) Payments Free of Taxes. Any and all payments by or on account of any
obligation of the respective Borrowers hereunder or under any other Loan
Document shall be made free and clear of and without reduction or withholding
for any Indemnified Taxes or Other Taxes, provided that if the applicable
Borrower shall be required by applicable law to deduct any Indemnified Taxes
(including any Other Taxes) from such payments, then (i) the sum payable shall
be increased as necessary so that after making all required deductions
(including deductions applicable to additional sums payable under this Section)
the Administrative Agent, Lender or L/C Issuer, as the case may be, receives an
amount equal to the sum it would have received had no such deductions been made,
(ii) such Borrower shall make such deductions and (iii) such Borrower shall
timely pay the full amount deducted to the relevant Governmental Authority in
accordance with applicable law.

      (b) Payment of Other Taxes by the Borrowers. Without limiting the
provisions of subsection (a) above, each Borrower shall timely pay any Other
Taxes to the relevant Governmental Authority in accordance with applicable law.

      (c) Indemnification by the Borrowers. Each Borrower shall indemnify the
Administrative Agent, each Lender and the L/C Issuer, within 10 days after
demand therefor, for the full amount of any Indemnified Taxes or Other Taxes
(including Indemnified Taxes or Other Taxes imposed or asserted on or
attributable to amounts payable under this Section) paid by the Administrative
Agent, such Lender or the L/C Issuer, as the case may be, and any penalties,
interest and reasonable expenses arising therefrom or with respect thereto,
whether or not such Indemnified Taxes or Other Taxes were correctly or legally
imposed or asserted by the relevant Governmental Authority. A certificate
showing the calculation (in reasonable detail) as to the amount of such payment
or liability delivered to a Borrower by a Lender or the L/C Issuer (with a copy
to the Administrative Agent), or by the Administrative Agent on its own behalf
or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest
error.

      (d) Evidence of Payments. As soon as practicable after any payment of
Indemnified Taxes or Other Taxes by any Borrower to a Governmental Authority,
such Borrower shall deliver to the Administrative Agent the original or a
certified copy of a receipt issued by such Governmental Authority

                                       46


evidencing such payment, a copy of the return reporting such payment or other
evidence of such payment reasonably satisfactory to the Administrative Agent.

      (e) Status of Lenders. Any Foreign Lender that is entitled to an exemption
from or reduction of withholding tax under the law of the jurisdiction in which
a Borrower is resident for tax purposes, or any treaty to which such
jurisdiction is a party, with respect to payments hereunder or under any other
Loan Document shall deliver to the Company (with a copy to the Administrative
Agent), at the time or times prescribed by applicable law or reasonably
requested by the Company or the Administrative Agent, such properly completed
and executed documentation prescribed by applicable law as will permit such
payments to be made without withholding or at a reduced rate of withholding. In
addition, any Lender, if requested by the Company or the Administrative Agent,
shall deliver such other documentation prescribed by applicable law or
reasonably requested by the Company or the Administrative Agent as will enable
the Company or the Administrative Agent to determine whether or not such Lender
is subject to backup withholding or information reporting requirements.

      Without limiting the generality of the foregoing, in the event that a
Borrower is resident for tax purposes in the United States, any Foreign Lender
shall deliver to Company and the Administrative Agent (in such number of copies
as shall be requested by the recipient) on or prior to the date on which such
Foreign Lender becomes a Lender under this Agreement (and from time to time
thereafter upon the request of the Company or the Administrative Agent, but only
if such Foreign Lender is legally entitled to do so), whichever of the following
is applicable:

            (i) duly completed copies of Internal Revenue Service Form W-8BEN
      claiming eligibility for benefits of an income tax treaty to which the
      United States is a party,

            (ii) duly completed copies of Internal Revenue Service Form W-8ECI,

            (iii) in the case of a Foreign Lender claiming the benefits of the
      exemption for portfolio interest under section 881(c) of the Code, (x) a
      certificate to the effect that such Foreign Lender is not (A) a "bank"
      within the meaning of section 881(c)(3)(A) of the Code, (B) a "10 percent
      shareholder" of the applicable Borrower within the meaning of section
      881(c)(3)(B) of the Code, or (C) a "controlled foreign corporation"
      described in section 881(c)(3)(C) of the Code and (y) duly completed
      copies of Internal Revenue Service Form W-8BEN, or

            (iv) any other form prescribed by applicable law as a basis for
      claiming exemption from or a reduction in United States Federal
      withholding tax duly completed together with such supplementary
      documentation as may be prescribed by applicable law to permit the Company
      to determine the withholding or deduction required to be made.

      Without limiting the obligations of the Lenders set forth above regarding
delivery of certain forms and documents to establish each Lender's status for
U.S. withholding tax purposes, each Lender agrees promptly to deliver to the
Administrative Agent or the Company, as the Administrative Agent or the Company
shall reasonably request, on or prior to the Closing Date, and in a timely
fashion thereafter, such other documents and forms required by any relevant
taxing authorities under the Laws of any other jurisdiction, duly executed and
completed by such Lender, as are required under such Laws to confirm such
Lender's entitlement to any available exemption from, or reduction of,
applicable withholding taxes in respect of all payments to be made to such
Lender outside of the U.S. by the Borrowers pursuant to this Agreement or
otherwise to establish such Lender's status for withholding tax purposes in such
other jurisdiction. Each Lender shall promptly (i) notify the Administrative
Agent of any change in circumstances which would modify or render invalid any
such claimed exemption or reduction, and (ii) take such steps as shall not be
materially disadvantageous to it, in the reasonable judgment of such

                                       47


Lender, and as may be reasonably necessary (including the re-designation of its
Lending Office) to avoid any requirement of applicable Laws of any such
jurisdiction that any Borrower make any deduction or withholding for taxes from
amounts payable to such Lender. Additionally, each of the Borrowers shall
promptly deliver to the Administrative Agent or any Lender, as the
Administrative Agent or such Lender shall reasonably request, on or prior to the
Closing Date, and in a timely fashion thereafter, such documents and forms
required by any relevant taxing authorities under the Laws of any jurisdiction,
duly executed and completed by such Borrower, as are required to be furnished by
such Lender or the Administrative Agent under such Laws in connection with any
payment by the Administrative Agent or any Lender of Taxes or Other Taxes, or
otherwise in connection with the Loan Documents, with respect to such
jurisdiction.

      (f) Treatment of Certain Refunds. If the Administrative Agent, any Lender
or the L/C Issuer determines, in its sole discretion, that it has received a
refund of any Taxes or Other Taxes as to which it has been indemnified by any
Borrower or with respect to which any Borrower has paid additional amounts
pursuant to this Section, it shall pay to such Borrower an amount equal to such
refund (but only to the extent of indemnity payments made, or additional amounts
paid, by such Borrower under this Section with respect to the Taxes or Other
Taxes giving rise to such refund), net of all out-of-pocket expenses of the
Administrative Agent, such Lender or the L/C Issuer, as the case may be, and
without interest (other than any interest paid by the relevant Governmental
Authority with respect to such refund), provided that each Borrower, upon the
request of the Administrative Agent, such Lender or the L/C Issuer, agrees to
repay the amount paid over to such Borrower (plus any penalties, interest or
other charges imposed by the relevant Governmental Authority) to the
Administrative Agent, such Lender or the L/C Issuer in the event the
Administrative Agent, such Lender or the L/C Issuer is required to repay such
refund to such Governmental Authority. This subsection shall not be construed to
require the Administrative Agent, any Lender or the L/C Issuer to make available
its tax returns (or any other information relating to its taxes that it deems
confidential) to any Borrower or any other Person.

      3.02 ILLEGALITY.

      If any Lender determines that any Law has made it unlawful, or that any
Governmental Authority has asserted that it is unlawful, for any Lender or its
applicable Lending Office to make, maintain or fund Eurocurrency Rate Loans
(whether denominated in Dollars or an Alternative Currency), or to determine or
charge interest rates based upon the Eurocurrency Rate, or any Governmental
Authority has imposed material restrictions on the authority of such Lender to
purchase or sell, or to take deposits of, Dollars or any Alternative Currency in
the applicable interbank market, then, on notice thereof by such Lender to the
Company through the Administrative Agent, any obligation of such Lender to make
or continue Eurocurrency Rate Loans in the affected currency or currencies or,
in the case of Eurocurrency Rate Loans in Dollars, to convert Base Rate
Committed Loans to Eurocurrency Rate Loans, shall be suspended until such Lender
notifies the Administrative Agent and the Company that the circumstances giving
rise to such determination no longer exist. Upon receipt of such notice, the
Borrowers shall, upon demand from such Lender (with a copy to the Administrative
Agent), prepay or, if applicable and such Loans are denominated in Dollars,
convert all such Eurocurrency Rate Loans of such Lender to Base Rate Loans,
either on the last day of the Interest Period therefor, if such Lender may
lawfully continue to maintain such Eurocurrency Rate Loans to such day, or
immediately, if such Lender may not lawfully continue to maintain such
Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Borrowers
shall also pay accrued interest on the amount so prepaid or converted.

      3.03 INABILITY TO DETERMINE RATES.

      If the Required Lenders determine that for any reason in connection with
any request for a Eurocurrency Rate Loan or a conversion to or continuation
thereof that (a) deposits (whether in Dollars or

                                       48


an Alternative Currency) are not being offered to banks in the applicable
offshore interbank market for such currency for the applicable amount and
Interest Period of such Eurocurrency Rate Loan, (b) adequate and reasonable
means do not exist for determining the Eurocurrency Rate for any requested
Interest Period with respect to a proposed Eurocurrency Rate Loan (whether
denominated in Dollars or an Alternative Currency), or (c) the Eurocurrency Rate
for any requested Interest Period with respect to a proposed Eurocurrency Rate
Loan does not adequately and fairly reflect the cost to such Lenders of funding
such Eurocurrency Rate Loan, the Administrative Agent will promptly so notify
the Company and each Lender. Thereafter, the obligation of the Lenders to make
or maintain Eurocurrency Rate Loans in the affected currency or currencies shall
be suspended until the Administrative Agent (upon the instruction of the
Required Lenders) revokes such notice. Upon receipt of such notice, the Company
may revoke any pending request for a Borrowing of, conversion to or continuation
of Eurocurrency Rate Loans in the affected currency or currencies or, failing
that, will be deemed to have converted such request into a request for a
Committed Borrowing of Base Rate Loans in the amount specified therein.

      3.04 INCREASED COSTS; RESERVES ON EUROCURRENCY RATE LOANS.

      (a) Increased Costs Generally. If any Change in Law shall:

            (i) impose, modify or deem applicable any reserve, special deposit,
      compulsory loan, insurance charge or similar requirement against assets
      of, deposits with or for the account of, or credit extended or
      participated in by, any Lender (except (A) any reserve requirement
      contemplated by Section 3.04(e) and (B) the requirements of the Bank of
      England and the Financial Services Authority or the European Central Bank
      reflected in the Mandatory Cost, other than as set forth below) or the L/C
      Issuer;

            (ii) subject any Lender or the L/C Issuer to any tax of any kind
      whatsoever with respect to this Agreement, any Letter of Credit, any
      participation in a Letter of Credit or any Eurocurrency Rate Loan made by
      it, or change the basis of taxation of payments to such Lender or the L/C
      Issuer in respect thereof (except for Indemnified Taxes or Other Taxes
      covered by Section 3.01 and the imposition of, or any change in the rate
      of, any Excluded Tax payable by such Lender or the L/C Issuer);

            (iii) the Mandatory Cost, as calculated hereunder, does not
      represent the cost to any Lender of complying with the requirements of the
      Bank of England and/or the Financial Services Authority or the European
      Central Bank in relation to its making, funding or maintaining
      Eurocurrency Rate Loans; or

            (iv) impose on any Lender or the L/C Issuer or the London interbank
      market any other condition, cost or expense affecting this Agreement or
      Eurocurrency Rate Loans made by such Lender or any Letter of Credit or
      participation therein;

and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any Eurocurrency Rate Loan (or of maintaining
its obligation to make any such Loan), or to increase the cost to such Lender or
the L/C Issuer of participating in, issuing or maintaining any Letter of Credit
(or of maintaining its obligation to participate in or to issue any Letter of
Credit), or to reduce the amount of any sum received or receivable by such
Lender or the L/C Issuer hereunder (whether of principal, interest or any other
amount) then, upon request of such Lender or the L/C Issuer, the Company will
pay (or cause the applicable Designated Borrower to pay) to such Lender or the
L/C Issuer, as the case may be, such additional amount or amounts as will
compensate such Lender or the L/C Issuer, as the case may be, for such
additional costs incurred or reduction suffered.

                                       49


      (b) Capital Requirements. If any Lender or the L/C Issuer reasonably
determines that any Change in Law affecting such Lender or the L/C Issuer or any
Lending Office of such Lender or such Lender's or the L/C Issuer's holding
company, if any, regarding capital requirements has or would have the effect of
reducing the rate of return on such Lender's or the L/C Issuer's capital or on
the capital of such Lender's or the L/C Issuer's holding company, if any, as a
consequence of this Agreement, the Commitments of such Lender or the Loans made
by, or participations in Letters of Credit held by, such Lender, or the Letters
of Credit issued by the L/C Issuer, to a level below that which such Lender or
the L/C Issuer or such Lender's or the L/C Issuer's holding company could have
achieved but for such Change in Law (taking into consideration such Lender's or
the L/C Issuer's policies and the policies of such Lender's or the L/C Issuer's
holding company with respect to capital adequacy), then from time to time the
Company will pay (or cause the applicable Designated Borrower to pay) to such
Lender or the L/C Issuer, as the case may be, such additional amount or amounts
as will compensate such Lender or the L/C Issuer or such Lender's or the L/C
Issuer's holding company for any such reduction suffered.

      (c) Certificates for Reimbursement. A certificate of a Lender or the L/C
Issuer setting forth detailed calculations of the amount or amounts necessary to
compensate such Lender or the L/C Issuer or its holding company, as the case may
be, as specified in subsection (a) or (b) of this Section and delivered to the
Company shall be conclusive absent manifest error. The Company shall pay (or
cause the applicable Designated Borrower to pay) such Lender or the L/C Issuer,
as the case may be, the amount shown as due on any such certificate within 10
days after receipt thereof.

      (d) Delay in Requests. Failure or delay on the part of any Lender or the
L/C Issuer to demand compensation pursuant to the foregoing provisions of this
Section shall not constitute a waiver of such Lender's or the L/C Issuer's right
to demand such compensation, provided that no Borrower shall be required to
compensate a Lender or the L/C Issuer pursuant to the foregoing provisions of
this Section for any increased costs incurred or reductions suffered more than
six months prior to the date that such Lender or the L/C Issuer, as the case may
be, notifies the Company of the Change in Law giving rise to such increased
costs or reductions and of such Lender's or the L/C Issuer's intention to claim
compensation therefor (except that, if the Change in Law giving rise to such
increased costs or reductions is retroactive, then the six-month period referred
to above shall be extended to include the period of retroactive effect thereof).

      (e) Additional Reserve Requirements. The Company shall pay (or cause the
applicable Designated Borrower to pay) to each Lender, (i) as long as such
Lender shall be required to maintain reserves with respect to liabilities or
assets consisting of or including Eurocurrency funds or deposits (currently
known as "Eurocurrency liabilities"), additional interest on the unpaid
principal amount of each Eurocurrency Rate Loan equal to the actual costs of
such reserves allocated to such Loan by such Lender (as determined by such
Lender in good faith, which determination shall be conclusive), and (ii) as long
as such Lender shall be required to comply with any reserve ratio requirement or
analogous requirement of any other central banking or financial regulatory
authority imposed in respect of the maintenance of the Commitments or the
funding of the Eurocurrency Rate Loans, such additional costs (expressed as a
percentage per annum and rounded upwards, if necessary, to the nearest five
decimal places) equal to the actual costs allocated to such Commitment or Loan
by such Lender (as determined by such Lender in good faith, which determination
shall be conclusive), which in each case shall be due and payable on each date
on which interest is payable on such Loan, provided the Company shall have
received at least 10 days' prior notice (with a copy to the Administrative
Agent) of such additional interest or costs from such Lender. If a Lender fails
to give notice 10 days prior to the relevant Interest Payment Date, such
additional interest or costs shall be due and payable 10 days from receipt of
such notice.

                                       50


      3.05 COMPENSATION FOR LOSSES.

      Upon demand of any Lender (with a copy to the Administrative Agent) from
time to time, the Company shall promptly compensate (or cause the applicable
Designated Borrower to compensate) such Lender for and hold such Lender harmless
from any loss, cost or expense incurred by it as a result of:

            (a) any continuation, conversion, payment or prepayment of any Loan
      other than a Base Rate Loan on a day other than the last day of the
      Interest Period for such Loan (whether voluntary, mandatory, automatic, by
      reason of acceleration, or otherwise);

            (b) any failure by any Borrower (for a reason other than the failure
      of such Lender to make a Loan) to prepay, borrow, continue or convert any
      Loan other than a Base Rate Loan on the date or in the amount notified by
      the Company or the applicable Designated Borrower;

            (c) any failure by any Borrower to make payment of any Loan (or
      interest due thereon) denominated in an Alternative Currency on its
      scheduled due date or any payment thereof in a different currency; or

            (d) any assignment of a Eurocurrency Rate Loan on a day other than
      the last day of the Interest Period therefor as a result of a request by
      the Company pursuant to Section 11.13;

excluding any loss of anticipated profits, but including any foreign exchange
losses and any loss or expense arising from the liquidation or reemployment of
funds obtained by it to maintain such Loan, from fees payable to terminate the
deposits from which such funds were obtained or from the performance of any
foreign exchange contract. The Company shall also pay (or cause the applicable
Designated Borrower to pay) any customary administrative fees charged by such
Lender in connection with the foregoing.

For purposes of calculating amounts payable by the Company (or the applicable
Designated Borrower) to the Lenders under this Section 3.05, each Lender shall
be deemed to have funded each Eurocurrency Rate Loan made by it at the
Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the
offshore interbank market for such currency for a comparable amount and for a
comparable period, whether or not such Eurocurrency Rate Loan was in fact so
funded.

      3.06 MITIGATION OBLIGATIONS; REPLACEMENT OF LENDERS.

      (a) Designation of a Different Lending Office. If any Lender requests
compensation under Section 3.04, or any Borrower is required to pay any
additional amount to any Lender or any Governmental Authority for the account of
any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to
Section 3.02, or if the Company notifies any Lender that it reasonably believes
that any of the foregoing events are imminent, then such Lender shall use
reasonable efforts to designate a different Lending Office for funding or
booking its Loans hereunder or to assign its rights and obligations hereunder to
another of its offices, branches or affiliates, if, in the reasonable judgment
of such Lender, such designation or assignment (i) would eliminate or reduce
amounts payable pursuant to Section 3.01 or 3.04(a)(ii), as the case may be, in
the future, or eliminate the need for the notice pursuant to Section 3.02, as
applicable, and (ii) in each case, would not subject such Lender to any
unreimbursed cost or expense and would not otherwise be disadvantageous to such
Lender. The Company hereby agrees to pay (or to cause the applicable Designated
Borrower to pay) all reasonable costs and expenses incurred by any Lender in
connection with any such designation or assignment. Upon the request of the
Company, the Administrative Agent and the Lenders shall consider a request to
amend this Agreement to create a separate tranche of Lenders to provide credit
to a Designated Borrower if, in the good faith judgment of the Administrative
Agent and the Lenders, such amendment would eliminate or reduce amounts payable

                                       51


pursuant to Section 3.01 or 3.04(a)(ii), as the case may be, in the future, or
eliminate the need for the notice pursuant to Section 3.02. The Company hereby
agrees to pay (or to cause the applicable Designated Borrower to pay) all
reasonable costs and expenses incurred by the Administrative Agent or any Lender
in connection with any such amendment.

      (b) Replacement of Lenders. If any Lender requests compensation under
Section 3.04, or if any Lender gives notice pursuant to Section 3.02 or if any
Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 3.01,
the Company may replace such Lender in accordance with Section 11.13. In
addition, the Company may remove a particular Lender from the tranche of credit
extended to a particular Designated Borrower and replace such Lender if the
inclusion of such Lender in such tranche would result in the Loan Parties
incurring obligations to such Lender under Section 3.01 or 3.04 or such Lender
giving notice pursuant to Section 3.02.

      3.07 SURVIVAL.

      All of the Borrowers' obligations under this Article III shall survive
termination of the Aggregate Commitments and repayment of all other Obligations
hereunder.

                                   ARTICLE IV
                                    GUARANTY

      4.01 THE GUARANTY.

      (a) The Company hereby guarantees to each Lender and the Administrative
Agent as hereinafter provided, as primary obligor and not as surety, the prompt
payment of the Designated Borrower Obligations in full when due (whether at
stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash
collateralization or otherwise) strictly in accordance with the terms thereof.
The Company hereby further agrees that if any of the Designated Borrower
Obligations are not paid in full when due (whether at stated maturity, as a
mandatory prepayment, by acceleration, as a mandatory cash collateralization or
otherwise), the Company will promptly pay the same, without any demand or notice
whatsoever, and that in the case of any extension of time of payment or renewal
of any of the Designated Borrower Obligations, the same will be promptly paid in
full when due (whether at extended maturity, as a mandatory prepayment, by
acceleration, as a mandatory cash collateralization or otherwise) in accordance
with the terms of such extension or renewal.

      (b) Notwithstanding any provision to the contrary contained herein or in
any other of the Loan Documents, the obligations of the Company under this
Guaranty shall be limited to an aggregate amount equal to the largest amount
that would not render such obligations subject to avoidance under the Debtor
Relief Laws or any comparable provisions of any applicable state law.

      4.02 OBLIGATIONS UNCONDITIONAL.

      (a) The obligations of the Company under Section 4.01(a) are absolute and
unconditional, irrespective of the value, genuineness, validity, regularity or
enforceability of any of the Loan Documents or any other agreement or instrument
referred to therein, or any substitution, release, impairment or exchange of any
other guarantee of or security for any of the Designated Borrower Obligations,
and, to the fullest extent permitted by applicable law, irrespective of any
other circumstance whatsoever which might otherwise constitute a legal or
equitable discharge or defense of a surety or guarantor, it being the intent of
this Section 4.02(a) that the obligations of the Company hereunder shall be
absolute and unconditional under any and all

                                       52


circumstances. The Company agrees that it shall have no right of subrogation,
indemnity, reimbursement or contribution against any Designated Borrower for
amounts paid under this Article IV until such time as the Designated Borrower
Obligations have been Fully Satisfied.

      (b) Without limiting the generality of the foregoing subsection (a), it is
agreed that, to the fullest extent permitted by law, the occurrence of any one
or more of the following shall not alter or impair the liability of the Company
hereunder which shall remain absolute and unconditional as described above:

            (i) at any time or from time to time, without notice to the Company,
      the time for any performance of or compliance with any of the Obligations
      shall be extended, or such performance or compliance shall be waived;

            (ii) any of the acts mentioned in any of the provisions of any of
      the Loan Documents or any other agreement or instrument referred to in the
      Loan Documents shall be done or omitted;

            (iii) the maturity of any of the Obligations shall be accelerated,
      or any of the Obligations shall be modified, supplemented or amended in
      any respect, or any right under any of the Loan Documents or any other
      agreement or instrument referred to in the Loan Documents shall be waived
      or any other guarantee of any of the Obligations or any security therefor
      shall be released, impaired or exchanged in whole or in part or otherwise
      dealt with; or

            (iv) any of the Obligations shall be determined to be void or
      voidable (including, without limitation, for the benefit of any creditor
      of the Company) or shall be subordinated to the claims of any Person
      (including, without limitation, any creditor of the Company).

      With respect to its obligations hereunder, the Company hereby expressly
waives diligence, presentment, demand of payment, protest and all notices
whatsoever, and any requirement that the Administrative Agent or any Lender
exhaust any right, power or remedy or proceed against any Person under any of
the Loan Documents or any other agreement or instrument referred to in the Loan
Documents or against any other Person under any other guarantee of, or security
for, any of the Obligations.

      4.03 REINSTATEMENT.

      The obligations of the Company under this Article IV shall be
automatically reinstated if and to the extent that for any reason any payment by
or on behalf of any Person in respect of the Designated Borrower Obligations is
rescinded or must be otherwise restored by any holder of any of the Designated
Borrower Obligations, whether as a result of any proceedings in bankruptcy or
reorganization or otherwise, and the Company agrees that it will indemnify the
Administrative Agent and each Lender on demand for all reasonable costs and
expenses (including, without limitation, fees and expenses of counsel) incurred
by the Administrative Agent or such Lender in connection with such rescission or
restoration, including any such costs and expenses incurred in defending against
any claim alleging that such payment constituted a preference, fraudulent
transfer or similar payment under any bankruptcy, insolvency or similar law.

      4.04 CERTAIN ADDITIONAL WAIVERS.

      The Company agrees that it shall have no right of recourse to security for
the Obligations, except through the exercise of rights of subrogation pursuant
to Section 4.02.

      4.05 REMEDIES.

                                       53


      The Company agrees that, to the fullest extent permitted by law, as
between the Company, on the one hand, and the Administrative Agent and the
Lenders, on the other hand, the Designated Borrower Obligations may be declared
to be forthwith due and payable as provided in Section 9.02 (and shall be deemed
to have become automatically due and payable in the circumstances provided in
said Section 9.02) for purposes of Section 4.01(a) notwithstanding any stay,
injunction or other prohibition preventing such declaration (or preventing the
Designated Borrower Obligations from becoming automatically due and payable) as
against any other Person and that, in the event of such declaration (or the
Designated Borrower Obligations being deemed to have become automatically due
and payable), the Designated Borrower Obligations (whether or not due and
payable by any other Person) shall forthwith become due and payable by the
Company for purposes of Section 4.01(a).

      4.06 GUARANTEE OF PAYMENT; CONTINUING GUARANTEE.

      The guarantee given by the Company in this Article IV is a guaranty of
payment and not of collection, is a continuing guarantee, and shall apply to all
Designated Borrower Obligations whenever arising.

                                    ARTICLE V
                    CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

      5.01 CONDITIONS OF INITIAL CREDIT EXTENSION.

      The obligation of the L/C Issuer and each Lender to enter into this
Agreement is subject to satisfaction of the following conditions precedent:

            (a) Receipt by the Administrative Agent of the following:

                  (i) executed counterparts of this Agreement and the other Loan
            Documents, each properly executed by a Responsible Officer of the
            signing Loan Party and, in the case of this Agreement, by each
            Lender;

                  (ii) copies of the Organization Documents of each Loan Party
            certified to be true and complete as of a recent date by the
            appropriate Governmental Authority of the state or other
            jurisdiction of its incorporation or organization, where applicable,
            and certified by a secretary or assistant secretary of such Loan
            Party to be true and correct as of the Closing Date;

                  (iii) such certificates of resolutions or other action,
            incumbency certificates and/or other certificates of Responsible
            Officers of each Loan Party as the Administrative Agent may
            reasonably require evidencing the identity, authority and capacity
            of each Responsible Officer thereof authorized to act as a
            Responsible Officer in connection with this Agreement and the other
            Loan Documents to which such Loan Party is a party;

                  (iv) such documents and certifications as the Administrative
            Agent may reasonably require to evidence that each Loan Party is
            duly organized or formed, and is validly existing, in good standing
            and qualified to engage in business in its jurisdiction of
            formation;

                                       54


                  (v) a favorable opinion of in-house counsel to the Loan
            Parties, addressed to the Administrative Agent and each Lender;

                  (vi) a certificate signed by a Responsible Officer of the
            Company certifying (A) that, except as described in any subsequent
            Form 10-Q or Form 8-K filing, there has been no event or
            circumstance since the date of the Audited Financial Statements that
            has had or could be reasonably expected to have, either individually
            or in the aggregate, a Material Adverse Effect; and (B) the current
            Debt Ratings; and

                  (vii) evidence that the Existing Credit Agreement has been or
            concurrently with the Closing Date is being terminated.

            (b) Any fees required to be paid on or before the Closing Date shall
      have been paid.

            (c) Unless waived by the Administrative Agent, the Company shall
      have paid all fees, charges and disbursements of counsel to the
      Administrative Agent to the extent invoiced prior to or on the Closing
      Date, plus such additional amounts of such fees, charges and disbursements
      as shall constitute its reasonable estimate of such fees, charges and
      disbursements incurred or to be incurred by it through the closing
      proceedings (provided that such estimate shall not thereafter preclude a
      final settling of accounts between the Company and the Administrative
      Agent).

Without limiting the generality of the provisions of Section 10.04, for purposes
of determining compliance with the conditions specified in this Section 5.01,
each Lender that has signed this Agreement shall be deemed to have consented to,
approved or accepted or to be satisfied with, each document or other matter
required thereunder to be consented to or approved by or acceptable or
satisfactory to a Lender unless the Administrative Agent shall have received
notice from such Lender prior to the proposed Closing Date specifying its
objection thereto.

      5.02 CONDITIONS TO ALL CREDIT EXTENSIONS.

      The obligation of each Lender to honor any Request for Credit Extension
(other than a Committed Loan Notice requesting only a conversion of Committed
Loans to the other Type, or a continuation of Eurocurrency Rate Loans) is
subject to the following conditions precedent:

            (a) The representations and warranties of (i) the Borrowers
      contained in Article VI (other than the representations and warranties
      contained in Sections 6.05(c), 6.06, 6.08 and 6.10) and (ii) each Loan
      Party contained in each other Loan Document or in any document furnished
      at any time under or in connection herewith or therewith, shall be true
      and correct in all material respects on and as of the date of such Credit
      Extension, except to the extent that such representations and warranties
      specifically refer to an earlier date, in which case they shall be true
      and correct in all material respects as of such earlier date, and except
      that for purposes of this Section 5.02, the representations and warranties
      contained in subsections (a) and (b) of Section 6.05 shall be deemed to
      refer to the most recent statements furnished pursuant to clauses (a) and
      (b), respectively, of Section 7.01.

            (b) No Default or Event of Default shall exist, or would result from
      such proposed Credit Extension or the application of the proceeds thereof.

                                       55


            (c) The Administrative Agent and, if applicable, the L/C Issuer or
      the Swing Line Lender shall have received a Request for Credit Extension
      in accordance with the requirements hereof.

            (d) If the applicable Borrower is a Designated Borrower, then the
      conditions of Section 2.14 to the designation of such Borrower as a
      Designated Borrower shall have been met to the satisfaction of the
      Administrative Agent.

            (e) In the case of a Credit Extension to be denominated in an
      Alternative Currency, there shall not have occurred any change in national
      or international financial, political or economic conditions or currency
      exchange rates or exchange controls which in the reasonable opinion of the
      Administrative Agent or the Required Lenders would make it impracticable
      for such Credit Extension to be denominated in the relevant Alternative
      Currency.

Each Request for Credit Extension submitted by the Company shall be deemed to be
a representation and warranty that the conditions specified in Sections 5.02(a)
and (b) have been satisfied on and as of the date of the applicable Credit
Extension.

                                   ARTICLE VI
                         REPRESENTATIONS AND WARRANTIES

      Except as otherwise provided in Section 6.15, each Borrower represents and
warrants to the Administrative Agent and the Lenders that:

      6.01 EXISTENCE, QUALIFICATION AND POWER; COMPLIANCE WITH LAWS.

      Each Loan Party (a) is duly organized or formed, validly existing and in
good standing under the Laws of the jurisdiction of its incorporation or
organization, (b) has all requisite power and authority and all requisite
governmental licenses, authorizations, consents and approvals to (i) own or
lease its assets and carry on its business and (ii) execute, deliver and perform
its obligations under the Loan Documents to which it is a party, (c) is duly
qualified and is licensed and in good standing under the Laws of each
jurisdiction where its ownership, lease or operation of properties or the
conduct of its business requires such qualification or license, and (d) is in
compliance with all Laws; except in each case referred to in clause (b)(i), (c)
or (d), to the extent that failure to do so could not reasonably be expected to
have a Material Adverse Effect.

      6.02 AUTHORIZATION; NO CONTRAVENTION.

      The execution, delivery and performance by each Loan Party of each Loan
Document to which such Person is party, have been duly authorized by all
necessary corporate or other organizational action, and do not and will not (a)
contravene the terms of any of such Person's Organization Documents; (b)
conflict with or result in any breach or contravention of, or the creation of
any Lien under, or require any payment to be made under (i) any material
Contractual Obligation to which such Person is a party or affecting such Person
or the properties of such Person or any of its Subsidiaries or (ii) any order,
injunction, writ or decree of any Governmental Authority or any arbitral award
to which such Person or its property is subject; or (c) violate any Law. Each
Loan Party is in compliance with all Contractual Obligations referred to in
clause (b)(i), except to the extent that failure to do so could not reasonably
be expected to have a Material Adverse Effect.

                                       56


      6.03 GOVERNMENTAL AUTHORIZATION; OTHER CONSENTS.

      No approval, consent, exemption, authorization, or other action by, or
notice to, or filing with, any Governmental Authority or any other Person is
necessary or required in connection with the execution, delivery or performance
by, or enforcement against, any Loan Party of this Agreement or any other Loan
Document.

      6.04 BINDING EFFECT.

      This Agreement has been, and each other Loan Document, when delivered
hereunder, will have been, duly executed and delivered by each Loan Party that
is party thereto. This Agreement constitutes, and each other Loan Document when
so delivered will constitute, a legal, valid and binding obligation of such Loan
Party, enforceable against each Loan Party that is party thereto in accordance
with its terms, except as enforceability may be limited by applicable Debtor
Relief Laws and by general equitable principles (whether enforcement is sought
by proceedings in equity or at law).

      6.05 FINANCIAL STATEMENTS.

      (a) The Audited Financial Statements (i) were prepared in accordance with
GAAP consistently applied throughout the period covered thereby, except as
otherwise expressly noted therein and (ii) fairly present in all material
respects the financial condition of the Company and its Subsidiaries as of the
date thereof and their results of operations for the period covered thereby in
accordance with GAAP consistently applied throughout the period covered thereby,
except as otherwise expressly noted therein.

      (b) The unaudited consolidated balance sheet of the Company and its
Subsidiaries dated March 31, 2005, and the related consolidated statements of
income or operations, shareholders' equity and cash flows for the fiscal quarter
ended on that date (i) were prepared in accordance with GAAP consistently
applied throughout the period covered thereby, except as otherwise expressly
noted therein, and (ii) fairly present in all material respects the financial
condition of the Company and its Subsidiaries as of the date thereof and their
results of operations for the period covered thereby, subject, in the case of
clauses (i) and (ii), to the absence of footnotes and to normal year-end audit
adjustments.

      (c) Since the date of the Audited Financial Statements, there has been no
development, event or circumstance, either individually or in the aggregate,
that has had or could reasonably be expected to have a Material Adverse Effect.

      6.06 LITIGATION.

      There are no actions, suits, proceedings, claims or disputes pending or,
to the knowledge of the Loan Parties after due and diligent investigation,
threatened or contemplated, at law, in equity, in arbitration or before any
Governmental Authority, by or against the Company or any of its Subsidiaries or
against any of their properties or revenues that (a) purport to affect or
pertain to this Agreement or any other Loan Document, or any of the transactions
contemplated hereby or (b) except as described in the Company's 2004 Form 10-K
or any subsequent Form 10-Q or Form 8-K filing (the "Disclosed Litigation"),
either individually or in the aggregate could reasonably be expected to have a
Material Adverse Effect. For the avoidance of doubt, if any Disclosed Litigation
shall result in a Material Adverse Effect, the Loan Parties hereby agree that
the Lenders shall be under no obligation to make any Loan and the L/C Issuer
shall be under no obligation to issue or extend any Letter of Credit hereunder.

                                       57


      6.07 NO DEFAULT.

      No Default has occurred and is continuing or would result from the
consummation of the transactions contemplated by this Agreement or any other
Loan Document.

      6.08 ENVIRONMENTAL COMPLIANCE.

      The Company and its Subsidiaries conduct in the ordinary course of
business a review of the effect of existing Environmental Laws and claims
alleging potential liability or responsibility for violation of any
Environmental Law on their respective businesses, operations and properties, and
as a result thereof the Company has reasonably concluded that violation of such
Environmental Laws and claims could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.

      6.09 TAXES.

      The Company and its Significant Subsidiaries have filed all Federal, state
and other material tax returns and reports required to be filed, and have paid
all Federal, state and other material taxes, assessments, fees and other
governmental charges levied or imposed upon them or their properties, income or
assets otherwise due and payable, except those which are being contested in good
faith by appropriate proceedings diligently conducted and for which adequate
reserves have been provided in accordance with GAAP. There is no proposed tax
assessment against the Company or any Subsidiary that would, if made, have a
Material Adverse Effect. Neither any Loan Party nor any Subsidiary thereof is
party to any tax sharing agreement.

      6.10 ERISA COMPLIANCE.

      (a) Each Plan is in compliance in all material respects with the
applicable provisions of ERISA, the Code and other Federal or state Laws. Each
Plan that is intended to qualify under Section 401(a) of the Code has received a
favorable determination letter from the IRS or an application for such a letter
is currently being processed by the IRS with respect thereto and, to the best
knowledge of the Company, nothing has occurred which would prevent, or cause the
loss of, such qualification. The Company and each ERISA Affiliate have made all
required contributions to each Plan subject to Section 412 of the Code, and no
application for a funding waiver or an extension of any amortization period
pursuant to Section 412 of the Code has been made with respect to any Plan.

      (b) There are no pending or, to the best knowledge of the Loan Parties,
threatened claims, actions or lawsuits, or action by any Governmental Authority,
with respect to any Plan that could reasonably be expected to have a Material
Adverse Effect. There has been no prohibited transaction or violation of the
fiduciary responsibility rules with respect to any Plan that has resulted or
could reasonably be expected to result in a Material Adverse Effect.

      (c) (i) No ERISA Event has occurred or is reasonably expected to occur;
(ii) no Pension Plan has any Unfunded Pension Liability in excess of
$10,000,000; (iii) no Loan Party nor any ERISA Affiliate has incurred, or
reasonably expects to incur, any liability under Title IV of ERISA with respect
to any Pension Plan (other than premiums due and not delinquent under Section
4007 of ERISA) in excess of $20,000,000; (iv) no Loan Party nor any ERISA
Affiliate has incurred, or reasonably expects to incur, any liability (and no
event has occurred which, with the giving of notice under Section 4219 of ERISA,
would result in such liability) under Sections 4201 or 4243 of ERISA with
respect to a Multiemployer Plan in excess of $20,000,000; and (v) no Loan Party
nor any ERISA Affiliate has engaged in a transaction that could be subject to
Sections 4069 or 4212(c) of ERISA.

                                       58


      6.11 SUBSIDIARIES.

      Each of the Company's Significant Subsidiaries is duly organized, validly
existing and in good standing under the laws of its jurisdiction of
organization, and has all powers and all material governmental licenses,
authorizations, consents and approvals required to carry on its business as now
conducted.

      6.12 MARGIN REGULATIONS; INVESTMENT COMPANY ACT; PUBLIC UTILITY HOLDING
COMPANY ACT.

      (a) No Borrower is engaged or will engage, principally or as one of its
important activities, in the business of purchasing or carrying margin stock
(within the meaning of Regulation U issued by the FRB), or extending credit for
the purpose of purchasing or carrying margin stock.

      (b) None of the Company, any Person Controlling the Company, or any
Subsidiary (i) is a "holding company," or a "subsidiary company" of a "holding
company," or an "affiliate" of a "holding company" or of a "subsidiary company"
of a "holding company," within the meaning of the Public Utility Holding Company
Act of 1935, or (ii) is or is required to be registered as an "investment
company" under the Investment Company Act of 1940.

      6.13 DISCLOSURE.

      All information heretofore furnished by the Borrowers to the
Administrative Agent or any Lender for purposes of or in connection with this
Agreement or any transaction contemplated hereby is, and all such information
hereafter furnished by the Borrowers to the Administrative Agent or any Lender
will be, true and accurate in all material respects on the date as of which such
information is stated or certified. The Borrowers have disclosed to the Lenders
in writing any and all facts known to the Borrowers' management which could
reasonably be expected to result in a Material Adverse Effect.

      6.14 COMPLIANCE WITH LAWS.

      Each of the Company and each Significant Subsidiary is in compliance in
all material respects with the requirements of all Laws and all orders, writs,
injunctions and decrees applicable to it or to its properties, except in such
instances in which (a) such requirement of Law or order, writ, injunction or
decree is being contested in good faith by appropriate proceedings diligently
conducted or (b) the failure to comply therewith, either individually or in the
aggregate, could not reasonably be expected to have a Material Adverse Effect.

      6.15 REPRESENTATIONS AS TO FOREIGN OBLIGORS.

      Each of the Company and each Foreign Obligor represents and warrants to
the Administrative Agent and the Lenders that:

            (a) Such Foreign Obligor is subject to civil and commercial Laws
      with respect to its obligations under this Agreement and the other Loan
      Documents to which it is a party (collectively as to such Foreign Obligor,
      the "Applicable Foreign Obligor Documents"), and the execution, delivery
      and performance by such Foreign Obligor of the Applicable Foreign Obligor
      Documents constitute and will constitute private and commercial acts and
      not public or governmental acts. Neither such Foreign Obligor nor any of
      its property has any immunity from jurisdiction of any court or from any
      legal process (whether through service or notice, attachment prior to
      judgment, attachment in aid of execution, execution or otherwise) under
      the laws of the

                                       59


      jurisdiction in which such Foreign Obligor is organized and existing in
      respect of its obligations under the Applicable Foreign Obligor Documents.

            (b) The Applicable Foreign Obligor Documents are in proper legal
      form under the Laws of the jurisdiction in which such Foreign Obligor is
      organized and existing for the enforcement thereof against such Foreign
      Obligor under the Laws of such jurisdiction, and to ensure the legality,
      validity, enforceability, priority or admissibility in evidence of the
      Applicable Foreign Obligor Documents. It is not necessary to ensure the
      legality, validity, enforceability, priority or admissibility in evidence
      of the Applicable Foreign Obligor Documents that the Applicable Foreign
      Obligor Documents be filed, registered or recorded with, or executed or
      notarized before, any court or other authority in the jurisdiction in
      which such Foreign Obligor is organized and existing or that any
      registration charge or stamp or similar tax be paid on or in respect of
      the Applicable Foreign Obligor Documents or any other document, except for
      (i) any such filing, registration, recording, execution or notarization as
      has been made or is not required to be made until the Applicable Foreign
      Obligor Document or any other document is sought to be enforced and (ii)
      any charge or tax as has been timely paid.

            (c) There is no tax, levy, impost, duty, fee, assessment or other
      governmental charge, or any deduction or withholding, imposed by any
      Governmental Authority in or of the jurisdiction in which such Foreign
      Obligor is organized and existing either (i) on or by virtue of the
      execution or delivery of the Applicable Foreign Obligor Documents or (ii)
      on any payment to be made by such Foreign Obligor pursuant to the
      Applicable Foreign Obligor Documents, except as has been disclosed to the
      Administrative Agent.

            (d) The execution, delivery and performance of the Applicable
      Foreign Obligor Documents executed by such Foreign Obligor are, under
      applicable foreign exchange control regulations of the jurisdiction in
      which such Foreign Obligor is organized and existing, not subject to any
      notification or authorization except (i) such as have been made or
      obtained or (ii) such as cannot be made or obtained until a later date
      (provided that any notification or authorization described in clause (ii)
      shall be made or obtained as soon as is reasonably practicable).

      6.16 USE OF PROCEEDS.

      The proceeds of Credit Extensions hereunder will be used solely for the
purposes specified in Section 7.11 hereof.

                                   ARTICLE VII
                              AFFIRMATIVE COVENANTS

      So long as any Lender shall have any Commitment hereunder, any Loan or
other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of
Credit shall remain outstanding, each Loan Party shall and shall (except in the
case of the covenants set forth in Sections 7.01, 7.02, and 7.03) cause each
Subsidiary to:

      7.01 FINANCIAL STATEMENTS.

      Deliver to the Administrative Agent and each Lender, in form and detail
reasonably satisfactory to the Administrative Agent and the Required Lenders:

                                       60


            (a) within five (5) Business Days following the date such
      information is filed with the SEC, and in any event not later than 95 days
      after the end of each fiscal year of the Company (commencing with the
      fiscal year ended September 30, 2005), a consolidated balance sheet of the
      Company and its Subsidiaries as at the end of such fiscal year, and the
      related consolidated statements of income or operations, shareholders'
      equity and cash flows for such fiscal year, setting forth in each case in
      comparative form the figures for the previous fiscal year, all in
      reasonable detail and prepared in accordance with GAAP, audited and
      accompanied by (i) a report and opinion of a Registered Public Accounting
      Firm of nationally recognized standing, which report and opinion shall be
      prepared in accordance with generally accepted auditing standards and
      applicable Securities Laws and shall not be subject to any "going concern"
      or like qualification or exception or any qualification or exception as to
      the scope of such audit and (ii) an attestation report of such Registered
      Public Accounting Firm as to the Borrower's internal controls pursuant to
      Section 404 of Sarbanes-Oxley expressing a conclusion to which the
      Required Lenders do not reasonably object; and

            (b) within five (5) Business Days following the date such
      information is filed with the SEC, and in any event not later than 50 days
      after the end of each of the first three fiscal quarters of each fiscal
      year of the Company (commencing with the fiscal quarter ended June 30,
      2005), a consolidated balance sheet of the Company and its Subsidiaries as
      at the end of such fiscal quarter, and the related consolidated statements
      of income or operations, shareholders' equity and cash flows for such
      fiscal quarter and for the portion of the Company's fiscal year then
      ended, setting forth in each case in comparative form the figures for the
      corresponding fiscal quarter of the previous fiscal year and the
      corresponding portion of the previous fiscal year, all in reasonable
      detail, certified by a Responsible Officer of the Company as fairly
      presenting in all material respects the financial condition, results of
      operations, shareholders' equity and cash flows of the Company and its
      Subsidiaries in accordance with GAAP, subject only to normal year-end
      audit adjustments and the absence of footnotes.

      7.02 CERTIFICATES; OTHER INFORMATION.

      Deliver to the Administrative Agent and each Lender, in form and detail
reasonably satisfactory to the Administrative Agent and the Required Lenders:

            (a) concurrently with the delivery of the financial statements
      referred to in Sections 7.01(a) and (b) (commencing with the delivery of
      the financial statements for the fiscal quarter ended June 30, 2005), a
      duly completed Compliance Certificate signed by a Responsible Officer of
      the Company;

            (b) promptly after the same are available, copies of each annual
      report, proxy or financial statement or other report or communication sent
      to the stockholders of the Company, and copies of all annual, regular,
      periodic and special reports and registration statements which the Company
      may file or be required to file with the SEC under Section 13 or 15(d) of
      the Securities Exchange Act of 1934, and not otherwise required to be
      delivered to the Administrative Agent pursuant hereto;

            (c) promptly, and in any event within five Business Days after
      receipt thereof by any Loan Party or any Subsidiary thereof, copies of
      each notice or other correspondence received from the SEC (or comparable
      agency in any applicable non-U.S. jurisdiction) concerning any
      investigation or possible investigation or other inquiry by such agency
      regarding financial or other operational results of any Loan Party or any
      Subsidiary thereof; and

                                       61


            (d) promptly, such additional information regarding the business,
      financial or corporate affairs of the Company or any Subsidiary, or
      compliance with the terms of the Loan Documents, as the Administrative
      Agent or any Lender may from time to time reasonably request.

      Documents required to be delivered pursuant to Section 7.01(a) or (b) or
Section 7.02(b) (to the extent any such documents are included in materials
otherwise filed with the SEC) may be delivered electronically and if so
delivered, shall be deemed to have been delivered on the date (i) on which the
Company posts such documents, or provides a link thereto on the Company's
website on the Internet at the website address listed on Schedule 11.02; or (ii)
on which such documents are posted on the Company's behalf on an Internet or
intranet website, if any, to which each Lender and the Administrative Agent have
access (whether a commercial, third-party website or whether sponsored by the
Administrative Agent); provided that: (i) the Company shall deliver paper copies
of such documents to the Administrative Agent or any Lender that requests the
Company to deliver such paper copies until a written request to cease delivering
paper copies is given by the Administrative Agent or such Lender and (ii) the
Company shall notify the Administrative Agent and each Lender (by telecopier or
electronic mail) of the posting of any such documents and provide to the
Administrative Agent by electronic mail electronic versions (i.e., soft copies)
of such documents. Notwithstanding anything contained herein, in every instance
the Company shall be required to provide paper copies of the Compliance
Certificates required by Section 7.02(a) to the Administrative Agent. Except for
such Compliance Certificates, the Administrative Agent shall have no obligation
to request the delivery or to maintain copies of the documents referred to
above, and in any event shall have no responsibility to monitor compliance by
the Company with any such request for delivery, and each Lender shall be solely
responsible for requesting delivery to it or maintaining its copies of such
documents.

      Each Borrower hereby acknowledges that (a) the Administrative Agent and/or
the Arrangers will make available to the Lenders and the L/C Issuer materials
and/or information provided by or on behalf of such Borrower hereunder
(collectively, "Borrower Materials") by posting the Borrower Materials on
IntraLinks or another similar electronic system (the "Platform") and (b) certain
of the Lenders may be "public-side" Lenders (i.e., Lenders that do not wish to
receive material non-public information with respect to any Borrower or its
securities) (each, a "Public Lender"). Each Borrower hereby agrees that (w) all
Borrower Materials that are to be made available to Public Lenders shall be
clearly and conspicuously marked "PUBLIC" which, at a minimum, shall mean that
the word "PUBLIC" shall appear prominently on the first page thereof; (x) by
marking Borrower Materials "PUBLIC," the Borrowers shall be deemed to have
authorized the Administrative Agent, the Arrangers, the L/C Issuer and the
Lenders to treat such Borrower Materials as not containing any material
non-public information with respect to the Borrowers or their respective
securities for purposes of United States Federal and state securities laws
(provided, however, that to the extent such Borrower Materials constitute
Information, they shall be treated as set forth in Section 11.07); (y) all
Borrower Materials marked "PUBLIC" are permitted to be made available through a
portion of the Platform designated "Public Investor;" and (z) the Administrative
Agent and the Arrangers shall be entitled to treat any Borrower Materials that
are not marked "PUBLIC" as being suitable only for posting on a portion of the
Platform not designated "Public Investor."

      7.03 NOTICES.

      Promptly notify the Administrative Agent and each Lender:

            (a) of the occurrence of any Default or Event of Default;

            (b) of any matter that has resulted or could reasonably be expected
      to result in a Material Adverse Effect, including (i) breach or
      non-performance of, or any default under, a

                                       62


      Contractual Obligation of the Company or any Subsidiary; (ii) any dispute,
      litigation, investigation, proceeding or suspension between the Company or
      any Subsidiary and any Governmental Authority; or (iii) the commencement
      of, or any material development in, any litigation or proceeding affecting
      the Company or any Subsidiary, including pursuant to any applicable
      Environmental Laws;

            (c) of the occurrence of any ERISA Event;

            (d) of any material change in accounting policies or financial
      reporting practices by the Company or any Subsidiary not otherwise
      reported in the Company's SEC filings; and

            (e) of any published announcement by Moody's or S&P of any change or
      possible change in a Debt Rating.

      Each notice pursuant to this Section shall be accompanied by a statement
of a Responsible Officer of the Company setting forth details of the occurrence
referred to therein and stating what action the Company has taken and proposes
to take with respect thereto. Each notice pursuant to this Section 7.03 shall
describe with particularity any and all provisions of this Agreement and any
other Loan Document that have been breached.

      7.04 PAYMENT OF OBLIGATIONS.

      Pay and discharge as the same shall become due and payable, all its
material obligations and liabilities, including (a) all tax liabilities,
assessments and governmental charges or levies upon it or its properties or
assets, unless the same are being contested in good faith by appropriate
proceedings diligently conducted and adequate reserves in accordance with GAAP
are being maintained by the Company or such Subsidiary; (b) all lawful material
claims which, if unpaid, would by law become a Lien upon its property (other
than Permitted Liens); and (c) all Indebtedness, as and when due and payable,
but subject to any subordination provisions contained in any instrument or
agreement evidencing such Indebtedness.

      7.05 PRESERVATION OF EXISTENCE, ETC.

      (a) Preserve, renew and maintain in full force and effect its legal
existence, (b) preserve, renew and maintain in full force and effect its good
standing under the Laws of the jurisdiction of its organization except in a
transaction permitted by Section 8.03; (c) take all reasonable action to
maintain all rights, privileges, permits, licenses and franchises necessary or
desirable in the normal conduct of its business, except to the extent that
failure to do so could not reasonably be expected to have a Material Adverse
Effect; and (d) preserve or renew all of its registered patents, trademarks,
trade names and service marks, the non-preservation of which could reasonably be
expected to have a Material Adverse Effect; provided that nothing in this
Section 7.05 shall prohibit mergers or consolidations or sales of assets not
prohibited by Section 8.03 hereof or prevent the Company from liquidating or
selling any of its Subsidiaries.

      7.06 MAINTENANCE OF PROPERTIES.

      (a) Maintain, preserve and protect all of its material properties and
equipment necessary in the operation of its business in good working order and
condition, ordinary wear and tear excepted; and (b) make all necessary repairs
thereto and renewals and replacements thereof except where the failure to do so
could not reasonably be expected to have a Material Adverse Effect; provided,
that nothing in Section 7.06 shall prevent the Company or any of its
Subsidiaries from discontinuing the operations and

                                       63


maintenance of any of its properties or those of its Subsidiaries if such
discontinuance is, in the judgment of the Company or such Subsidiary, desirable
in the conduct of its or their business and which do not in the aggregate cause
a Material Adverse Effect. Except as provided above, the Borrowers shall
maintain direct ownership of substantially all of the tangible and intangible
assets employed in connection with (x) the Borrowers' United States domestic
carbon black business and (y) the Borrowers' United States domestic fumed silica
business.

      7.07 MAINTENANCE OF INSURANCE.

      The Company will, and will cause each of its Significant Subsidiaries to,
maintain with financially sound and reputable insurance companies not Affiliates
of the Company, insurance with respect to its properties and business against
loss or damage of the kinds customarily insured against by Persons engaged in
the same or similar business, of such types and in such amounts as are
customarily carried under similar circumstances by such other Persons and
providing prior notice to the Administrative Agent of termination, lapse or
cancellation of such insurance.

      7.08 COMPLIANCE WITH LAWS.

      Comply with the requirements of all Laws and all orders, writs,
injunctions and decrees applicable to it or to its business or property, except
in such instances in which (a) such requirement of Law or order, writ,
injunction or decree is being contested in good faith by appropriate proceedings
diligently conducted; or (b) the failure to comply therewith could not
reasonably be expected to have a Material Adverse Effect.

      7.09 BOOKS AND RECORDS.

      Maintain proper books of record and account, in which full, true and
correct entries in conformity with GAAP consistently applied shall be made of
all financial transactions and matters involving the assets and business of the
Company or such Subsidiary, as the case may be.

      7.10 INSPECTION RIGHTS.

      Permit representatives and independent contractors of the Administrative
Agent and each Lender to visit and inspect any of its properties, to examine its
corporate, financial and operating records, and make copies thereof or abstracts
therefrom, and to discuss its affairs, finances and accounts with its directors,
officers, and independent public accountants, all at the expense of the Company
and at such reasonable times during normal business hours and not more than once
each fiscal year, upon reasonable advance notice to the Company; provided,
however, that when an Event of Default exists the Administrative Agent or any
Lender (or any of their respective representatives or independent contractors)
may do any of the foregoing at the expense of the Company at any time during
normal business hours and without advance notice.

      7.11 USE OF PROCEEDS.

      Use the proceeds of the Credit Extensions for general corporate purposes
not in contravention of any Law or of any Loan Document.

                                       64


                                  ARTICLE VIII
                               NEGATIVE COVENANTS

      So long as any Lender shall have any Commitment hereunder, any Loan or
other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of
Credit shall remain outstanding, no Borrower shall, nor shall it permit any
Subsidiary to, directly or indirectly:

      8.01 LIENS.

      Create, incur, assume or suffer to exist any Lien upon any of its
property, assets or revenues, whether now owned or hereafter acquired, other
than the following:

            (a) Liens existing on the date hereof and listed on Schedule 8.01
      and any renewals or extensions thereof;

            (b) Liens (other than Liens imposed under ERISA) for taxes,
      assessments, government charges or levies not yet due or which are being
      contested in good faith and by appropriate proceedings diligently
      conducted, if adequate reserves with respect thereto are maintained on the
      books of the applicable Person in accordance with GAAP;

            (c) carriers', warehousemen's, mechanics', materialmen's,
      repairmen's or other like Liens arising in the ordinary course of business
      which are not overdue for a period of more than 30 days or which are being
      contested in good faith and by appropriate proceedings diligently
      conducted, if adequate reserves with respect thereto are maintained on the
      books of the applicable Person;

            (d) pledges or deposits in the ordinary course of business in
      connection with workers' compensation, unemployment insurance and other
      social security legislation, other than any Lien imposed by ERISA;

            (e) deposits to secure the performance of bids, trade contracts and
      leases (other than Indebtedness), statutory obligations, surety and appeal
      bonds, performance bonds and other obligations of a like nature incurred
      in the ordinary course of business;

            (f) easements, rights-of-way, restrictions and other similar
      encumbrances affecting real property which, in the aggregate, are not
      substantial in amount, and which do not in any case materially detract
      from the value of the property subject thereto or materially interfere
      with the ordinary conduct of the business of the applicable Person;

            (g) Liens securing judgments for the payment of money not
      constituting an Event of Default under Section 9.01(i);

            (h) leases or subleases granted to others not interfering in any
      material respect with the business of the Company or any of its
      Subsidiaries;

            (i) Liens securing Indebtedness permitted under Section 8.06;
      provided that (i) such Liens do not at any time encumber any property
      other than the property financed by such Indebtedness and (ii) the
      Indebtedness secured thereby does not exceed the cost or fair market
      value, whichever is lower, of the property being acquired on the date of
      acquisition;

                                       65


            (j) any interest of title of a lessor under, and Liens arising from
      UCC financing statements (or equivalent filings, registrations or
      agreements in foreign jurisdictions) relating to, leases permitted by this
      Agreement;

            (k) Liens created or deemed to exist in connection with a
      Securitization Transaction (including any related filings of any UCC
      financing statements) securing Indebtedness in an aggregate amount not to
      exceed $200,000,000 during the term of this Agreement, but only to the
      extent that any such Lien relates to the applicable property actually
      sold, contributed, financed or otherwise conveyed or pledged pursuant to
      such transaction;

            (l) normal and customary rights of setoff upon deposits of cash in
      favor of banks or other depository institutions;

            (m) Liens on commodities subject to any arrangement permitted under
      Section 8.03(e);

            (n) any Lien existing on any asset (i) of any Person at the time
      such Person becomes a Subsidiary, (ii) of any Person existing at the time
      such Person is merged or consolidated with or into any Borrower or a
      Subsidiary or (iii) prior to the acquisition thereof by a Borrower or a
      Subsidiary and not created in contemplation of such acquisition;

            (o) any Lien arising out of the refinancing, extension, renewal or
      refunding of any Indebtedness secured by any Lien permitted by any of the
      foregoing clauses of this Section, provided that such Indebtedness is not
      increased and is not secured by any additional assets;

            (p) Liens arising in the ordinary course of business which (i) do
      not secure Indebtedness, (ii) do not secure any single obligation
      exceeding the Threshold Amount and (iii) do not in the aggregate
      materially detract from the value of its assets or materially impair the
      use thereof in the operation of its business; and

            (q) Liens not otherwise permitted by the foregoing clauses of this
      Section securing Indebtedness in an aggregate principal amount at any time
      outstanding not to exceed 10% of Consolidated Tangible Net Worth.

      8.02 INVESTMENTS.

      Make any Investments where the aggregate consideration for such Investment
exceeds $100,000,000, other than Permitted Investments and Permitted
Acquisitions.

      8.03 FUNDAMENTAL CHANGES.

      Merge, dissolve, liquidate, consolidate with or into another Person, or
Dispose of (whether in one transaction or in a series of transactions) all or
substantially all of its assets (whether now owned or hereafter acquired) to or
in favor of any Person, except that, so long as no Default or Event of Default
exists or would result therefrom:

            (a) any Subsidiary (i) may merge with the Company, provided that the
      Company shall be the continuing or surviving Person, (ii) may merge with
      any Loan Party other than the Company provided that the Loan Party shall
      be the continuing or surviving Person or (iii) which is not a Loan Party
      may be merged with or into any other Subsidiary which is not a Loan Party;
      and

                                       66


            (b) any Subsidiary may Dispose of all or substantially all of its
      assets (upon voluntary liquidation or otherwise) to the Company or to
      another Subsidiary; provided that if the transferor in such a transaction
      is a Borrower, then the transferee must either be the Company or another
      Borrower.

      8.04 TRANSACTIONS WITH AFFILIATES.

      Enter into any transaction of any kind with any Affiliate of the Company,
whether or not in the ordinary course of business, other than (a) reasonable and
customary fees paid to members of the board of directors of the Company and its
Subsidiaries, (b) transactions otherwise expressly permitted hereunder between
the Company or any of its Subsidiaries and any such Affiliate or (c) on fair and
reasonable terms substantially as favorable to the Company or such Subsidiary as
would be obtainable by the Company or such Subsidiary at the time in a
comparable arm's length transaction with a Person other than an Affiliate.

      8.05 BURDENSOME AGREEMENTS.

      Enter into any Contractual Obligation (other than this Agreement or any
other Loan Document) that (a) limits the ability of the Company or any
Subsidiary to create, incur, assume or suffer to exist Liens on property of such
Person or (b) requires the grant of a Lien to secure an obligation of such
Person if a Lien is granted to secure another obligation of such Person.

      8.06 FINANCIAL COVENANTS

      (a) At any time during which the Company's Debt Rating is lower than
either BBB+ or Baa1, permit the Consolidated Interest Coverage Ratio as of the
end of any fiscal quarter of the Company to be less than 3.0 to 1.0.

      (b) Consolidated Indebtedness will not exceed 60% of Total Capitalization
at any time.

      (c) The aggregate Indebtedness of all Subsidiaries (excluding Indebtedness
of a Subsidiary owing to any Borrower or to another Subsidiary) will at no time
exceed 25% of Total Capitalization.

      8.07 ORGANIZATION DOCUMENTS.

      Amend, modify or change, or permit any Loan Party to amend, modify or
change, its Organization Documents in any manner which could adversely affect
the rights of the Administrative Agent or the Lenders.

      8.08 USE OF PROCEEDS.

      Use the proceeds of any Credit Extension, whether directly or indirectly,
and whether immediately, incidentally or ultimately, to purchase or carry margin
stock (within the meaning of Regulation U of the FRB) (other than stock of the
Company) or to extend credit to others for the purpose of purchasing or carrying
margin stock or to refund indebtedness originally incurred for such purpose.

      8.09 SYNTHETIC LEASE OBLIGATIONS.

      Permit the aggregate Attributable Indebtedness of all Synthetic Lease
Obligations of the Company and its Subsidiaries to exceed $30,000,000 at any one
time outstanding.

                                       67


                                   ARTICLE IX
                         EVENTS OF DEFAULT AND REMEDIES

      9.01 EVENTS OF DEFAULT.

      Any of the following shall constitute an Event of Default:

            (a) Non-Payment. Any Borrower or any other Loan Party fails to pay
      (i) when and as required to be paid herein, and in the currency required
      hereunder, any amount of principal of any Loan or any L/C Obligation, or
      (ii) within five days after the same becomes due, any interest on any Loan
      or on any L/C Obligation, or any fee due hereunder, or (iii) within five
      days after the same becomes due, any other amount payable hereunder or
      under any other Loan Document; or

            (b) Specific Covenants. The Company fails to perform or observe any
      term, covenant or agreement contained in any of Section 7.05(a), 7.10, or
      7.11 or Article VIII; or

            (c) Other Covenants. The Company fails to perform or observe any
      term, covenant or agreement contained in any of Section 7.01, 7.02 or 7.03
      and such failure continues for 5 Business Days after the earlier of a
      Responsible Officer of a Loan Party becoming aware of such failure or
      notice thereof by the Administrative Agent; or

            (d) Other Defaults. Any Loan Party fails to perform or observe any
      other covenant or agreement (not specified in subsection (a), (b) or (c)
      above) contained in any Loan Document on its part to be performed or
      observed and such failure continues for 30 days after written notice from
      the Administrative Agent; or

            (e) Representations and Warranties. Any representation, warranty,
      certification or statement of fact made or deemed made by or on behalf of
      the Company or any other Loan Party herein, in any other Loan Document, or
      in any document delivered in connection herewith or therewith shall be
      incorrect or misleading in any material respect when made or deemed made;
      or

            (f) Cross-Default. The Company or any Significant Subsidiary (i)
      fails to make any payment when due (whether by scheduled maturity,
      required prepayment, acceleration, demand, or otherwise) in respect of any
      Indebtedness or Guarantee having an aggregate principal amount (including
      undrawn committed or available amounts and including amounts owing to all
      creditors under any combined or syndicated credit arrangement) of more
      than $50,000,000, or (ii) fails to observe or perform any other agreement
      or condition relating to any such Indebtedness or Guarantee having an
      aggregate principal amount (including undrawn committed or available
      amounts and including amounts owing to all creditors under any combined or
      syndicated credit arrangement) of more than $50,000,000 or contained in
      any instrument or agreement evidencing, securing or relating thereto, or
      any other event occurs, the effect of which default or other event is to
      cause, or to permit the holder or holders of such Indebtedness or the
      beneficiary or beneficiaries of such Guarantee (or a trustee or agent on
      behalf of such holder or holders or beneficiary or beneficiaries) to
      cause, with the giving of notice if required, such Indebtedness to be
      demanded or to become due or to be repurchased, prepaid, defeased or
      redeemed (automatically or otherwise), or an offer to repurchase, prepay,
      defease or redeem such Indebtedness to be made, prior to its stated
      maturity, or such Guarantee to become payable or cash collateral in
      respect thereof to be demanded; or

                                       68


            (g) Insolvency Proceedings, Etc. Any Loan Party or any of its
      Significant Subsidiaries institutes or consents to the institution of any
      proceeding under any Debtor Relief Law, or makes an assignment for the
      benefit of creditors; or applies for or consents to the appointment of any
      receiver, trustee, custodian, conservator, liquidator, rehabilitator or
      similar officer for it or for all or any material part of its property; or
      any receiver, trustee, custodian, conservator, liquidator, rehabilitator
      or similar officer is appointed without the application or consent of such
      Person and the appointment continues undischarged or unstayed for 60
      calendar days; or any proceeding under any Debtor Relief Law relating to
      any such Person or to all or any material part of its property is
      instituted without the consent of such Person and continues undismissed or
      unstayed for 60 calendar days, or an order for relief is entered in any
      such proceeding; or

            (h) Inability to Pay Debts; Attachment. (i) The Company or any
      Significant Subsidiary becomes unable or admits in writing its inability
      or fails generally to pay its debts as they become due, or (ii) any writ
      or warrant of attachment or execution or similar process is issued or
      levied against all or any material part of the property of any such Person
      and is not released, vacated or fully bonded within 30 days after its
      issue or levy; or

            (i) Judgments. There is entered against the Company or any
      Subsidiary a final judgment or order for the payment of money in an
      aggregate amount exceeding the Threshold Amount (to the extent not covered
      by independent third-party insurance as to which the insurer does not
      dispute coverage) and (i) enforcement proceedings are commenced by any
      creditor upon such judgment or order, or (ii) there is a period of 10
      consecutive days during which a stay of enforcement of such judgment, by
      reason of a pending appeal or otherwise, is not in effect; or

            (j) ERISA. (i) An ERISA Event occurs with respect to a Pension Plan
      or Multiemployer Plan which has resulted or could reasonably be expected
      to result in liability of the Company under Title IV of ERISA to the
      Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in
      excess of the Threshold Amount, or (ii) the Company or any ERISA Affiliate
      fails to pay when due, after the expiration of any applicable grace
      period, any installment payment with respect to its withdrawal liability
      under Section 4201 of ERISA under a Multiemployer Plan in an aggregate
      amount in excess of the Threshold Amount; or

            (k) Invalidity of Loan Documents. Any material provision of any Loan
      Document, at any time after its execution and delivery and for any reason
      other than as expressly permitted hereunder or satisfaction in full of all
      the Obligations, ceases to be in full force and effect; or any Loan Party
      or any other Person contests in any manner the validity or enforceability
      of any material provision of any Loan Document; or any Loan Party denies
      that it has any or further liability or obligation under any material
      provision of any Loan Document, or purports to revoke, terminate or
      rescind any material provision of any Loan Document; or

            (l) Change of Control. There occurs any Change of Control.

      9.02 REMEDIES UPON EVENT OF DEFAULT.

      If any Event of Default occurs and is continuing, the Administrative Agent
shall, at the request of, or may, with the consent of, the Required Lenders,
take any or all of the following actions:

            (a) declare the commitment of each Lender to make Loans and any
      obligation of the L/C Issuer to make L/C Credit Extensions to be
      terminated, whereupon such commitments and obligation shall be terminated;

                                       69


            (b) declare the unpaid principal amount of all outstanding Loans,
      all interest accrued and unpaid thereon, and all other amounts owing or
      payable hereunder or under any other Loan Document to be immediately due
      and payable, without presentment, demand, protest or other notice of any
      kind, all of which are hereby expressly waived by the Borrowers;

            (c) require that the Company Cash Collateralize the L/C Obligations
      (in an amount equal to the then Outstanding Amount thereof); and

            (d) exercise on behalf of itself and the Lenders all rights and
      remedies available to it and the Lenders under the Loan Documents;

provided, however, that upon the occurrence of an actual or deemed entry of an
order for relief with respect to any Borrower under the Debtor Relief Laws, the
obligation of each Lender to make Loans and any obligation of the L/C Issuer to
make L/C Credit Extensions shall automatically terminate, the unpaid principal
amount of all outstanding Loans and all interest and other amounts as aforesaid
shall automatically become due and payable, and the obligation of the Company to
Cash Collateralize the L/C Obligations as aforesaid shall automatically become
effective, in each case without further act of the Administrative Agent or any
Lender.

      9.03 APPLICATION OF FUNDS.

      After the exercise of remedies provided for in Section 9.02 (or after the
Loans have automatically become immediately due and payable and the L/C
Obligations have automatically been required to be Cash Collateralized as set
forth in the proviso to Section 9.02), any amounts received on account of the
Obligations shall be applied by the Administrative Agent in the following order:

      First, to payment of that portion of the Obligations constituting fees,
indemnities, expenses and other amounts (including fees, charges and
disbursements of counsel to the Administrative Agent and amounts payable under
Article III) payable to the Administrative Agent in its capacity as such;

      Second, to payment of that portion of the Obligations constituting fees,
indemnities and other amounts (other than principal, interest and Letter of
Credit Fees) payable to the Lenders and the L/C Issuer (including fees, charges
and disbursements of counsel to the respective Lenders and the L/C Issuer and
amounts payable under Article III), ratably among them in proportion to the
respective amounts described in this clause Second payable to them;

      Third, to payment of that portion of the Obligations constituting accrued
and unpaid Letter of Credit Fees and interest on the Loans, L/C Borrowings and
other Obligations, ratably among the Lenders and the L/C Issuer in proportion to
the respective amounts described in this clause Third payable to them;

      Fourth, to payment of that portion of the Obligations constituting unpaid
principal of the Loans and L/C Borrowings, ratably among the Lenders and the L/C
Issuer in proportion to the respective amounts described in this clause Fourth
held by them;

      Fifth, to the Administrative Agent for the account of the L/C Issuer, to
Cash Collateralize that portion of L/C Obligations comprised of the aggregate
undrawn amount of Letters of Credit; and

      Last, the balance, if any, after all of the Obligations have been
indefeasibly paid in full, to the Company or as otherwise required by Law.

                                       70


Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate
undrawn amount of Letters of Credit pursuant to clause Fifth above shall be
applied to satisfy drawings under such Letters of Credit as they occur. If any
amount remains on deposit as Cash Collateral after all Letters of Credit have
either been fully drawn or expired, such remaining amount shall be applied to
the other Obligations, if any, in the order set forth above.

                                    ARTICLE X
                              ADMINISTRATIVE AGENT

      10.01 APPOINTMENT AND AUTHORITY.

      Each of the Lenders and the L/C Issuer hereby irrevocably appoints Bank of
America to act on its behalf as the Administrative Agent hereunder and under the
other Loan Documents and authorizes the Administrative Agent to take such
actions on its behalf and to exercise such powers as are delegated to the
Administrative Agent by the terms hereof or thereof, together with such actions
and powers as are reasonably incidental thereto. The provisions of this Article
are solely for the benefit of the Administrative Agent, the Lenders and the L/C
Issuer, and no Borrower shall have rights as a third party beneficiary of any of
such provisions.

      10.02 RIGHTS AS A LENDER.

      The Person serving as the Administrative Agent hereunder shall have the
same rights and powers in its capacity as a Lender as any other Lender and may
exercise the same as though it were not the Administrative Agent and the term
"Lender" or "Lenders" shall, unless otherwise expressly indicated or unless the
context otherwise requires, include the Person serving as the Administrative
Agent hereunder in its individual capacity. Such Person and its Affiliates may
accept deposits from, lend money to, act as the financial advisor or in any
other advisory capacity for and generally engage in any kind of business with
the Borrowers or any Subsidiary or other Affiliate thereof as if such Person
were not the Administrative Agent hereunder and without any duty to account
therefor to the Lenders.

      10.03 EXCULPATORY PROVISIONS.

      The Administrative Agent shall not have any duties or obligations except
those expressly set forth herein and in the other Loan Documents. Without
limiting the generality of the foregoing, the Administrative Agent:

            (a) shall not be subject to any fiduciary or other implied duties,
      regardless of whether a Default has occurred and is continuing;

            (b) shall not have any duty to take any discretionary action or
      exercise any discretionary powers, except discretionary rights and powers
      expressly contemplated hereby or by the other Loan Documents that the
      Administrative Agent is required to exercise as directed in writing by the
      Required Lenders (or such other number or percentage of the Lenders as
      shall be expressly provided for herein or in the other Loan Documents),
      provided that the Administrative Agent shall not be required to take any
      action that, in its opinion or the opinion of its counsel, may expose the
      Administrative Agent to liability or that is contrary to any Loan Document
      or applicable law; and

            (c) shall not, except as expressly set forth herein and in the other
      Loan Documents, have any duty to disclose, and shall not be liable for the
      failure to disclose, any information

                                       71


      relating to any of the Borrowers or any of their respective Affiliates
      that is communicated to or obtained by the Person serving as the
      Administrative Agent or any of its Affiliates in any capacity.

The Administrative Agent shall not be liable for any action taken or not taken
by it (i) with the consent or at the request of the Required Lenders (or such
other number or percentage of the Lenders as shall be necessary, or as the
Administrative Agent shall believe in good faith shall be necessary, under the
circumstances as provided in Sections 11.01 and 9.02) or (ii) in the absence of
its own gross negligence or willful misconduct. The Administrative Agent shall
be deemed not to have knowledge of any Default unless and until notice
describing such Default is given to the Administrative Agent by the Company, a
Lender or the L/C Issuer.

The Administrative Agent shall not be responsible for or have any duty to
ascertain or inquire into (i) any statement, warranty or representation made in
or in connection with this Agreement or any other Loan Document, (ii) the
contents of any certificate, report or other document delivered hereunder or
thereunder or in connection herewith or therewith, (iii) the performance or
observance of any of the covenants, agreements or other terms or conditions set
forth herein or therein or the occurrence of any Default, (iv) the validity,
enforceability, effectiveness or genuineness of this Agreement, any other Loan
Document or any other agreement, instrument or document or (v) the satisfaction
of any condition set forth in Article V or elsewhere herein, other than to
confirm receipt of items expressly required to be delivered to the
Administrative Agent.

      10.04 RELIANCE BY ADMINISTRATIVE AGENT.

      The Administrative Agent shall be entitled to rely upon, and shall not
incur any liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing (including any electronic
message, Internet or intranet website posting or other distribution) believed by
it to be genuine and to have been signed, sent or otherwise authenticated by the
proper Person. The Administrative Agent also may rely upon any statement made to
it orally or by telephone and believed by it to have been made by the proper
Person, and shall not incur any liability for relying thereon. In determining
compliance with any condition hereunder to the making of a Loan, or the issuance
of a Letter of Credit, that by its terms must be fulfilled to the satisfaction
of a Lender or the L/C Issuer, the Administrative Agent may presume that such
condition is satisfactory to such Lender or the L/C Issuer unless the
Administrative Agent shall have received notice to the contrary from such Lender
or the L/C Issuer prior to the making of such Loan or the issuance of such
Letter of Credit. The Administrative Agent may consult with legal counsel (who
may be counsel for the Company), independent accountants and other experts
selected by it, and shall not be liable for any action taken or not taken by it
in accordance with the advice of any such counsel, accountants or experts.

      10.05 DELEGATION OF DUTIES.

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

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      10.06 RESIGNATION OF ADMINISTRATIVE AGENT.

      The Administrative Agent may at any time give notice of its resignation to
the Lenders, the L/C Issuer and the Company. Upon receipt of any such notice of
resignation, the Required Lenders shall have the right, with the consent of the
Company, which consent may not be unreasonably withheld, to appoint a successor,
which shall be a bank with an office in the United States, or an Affiliate of
any such bank with an office in the United States. If no such successor shall
have been so appointed by the Required Lenders and shall have accepted such
appointment within 30 days after the retiring Administrative Agent gives notice
of its resignation, then the retiring Administrative Agent may on behalf of the
Lenders and the L/C Issuer, appoint a successor Administrative Agent meeting the
qualifications set forth above; provided that if the Administrative Agent shall
notify the Company and the Lenders that no qualifying Person has accepted such
appointment, then such resignation shall nonetheless become effective in
accordance with such notice and (1) the retiring Administrative Agent shall be
discharged from its duties and obligations hereunder and under the other Loan
Documents (except that in the case of any collateral security held by the
Administrative Agent on behalf of the Lenders or the L/C Issuer under any of the
Loan Documents, the retiring Administrative Agent shall continue to hold such
collateral security until such time as a successor Administrative Agent is
appointed) and (2) all payments, communications and determinations provided to
be made by, to or through the Administrative Agent shall instead be made by or
to each Lender and the L/C Issuer directly, until such time as the Required
Lenders appoint a successor Administrative Agent as provided for above in this
Section. Upon the acceptance of a successor's appointment as Administrative
Agent hereunder, such successor shall succeed to and become vested with all of
the rights, powers, privileges and duties of the retiring (or retired)
Administrative Agent, and the retiring Administrative Agent shall be discharged
from all of its duties and obligations hereunder or under the other Loan
Documents (if not already discharged therefrom as provided above in this
Section). The fees payable by the Company to a successor Administrative Agent
shall be the same as those payable to its predecessor unless otherwise agreed
between the Company and such successor. After the retiring Administrative
Agent's resignation hereunder and under the other Loan Documents, the provisions
of this Article and Section 11.04 shall continue in effect for the benefit of
such retiring Administrative Agent, its sub-agents and their respective Related
Parties in respect of any actions taken or omitted to be taken by any of them
while the retiring Administrative Agent was acting as Administrative Agent.

      Any resignation by Bank of America as Administrative Agent pursuant to
this Section shall also constitute its resignation as L/C Issuer and Swing Line
Lender. Upon the acceptance of a successor's appointment as Administrative Agent
hereunder, (a) such successor shall succeed to and become vested with all of the
rights, powers, privileges and duties of the retiring L/C Issuer and Swing Line
Lender, (b) the retiring L/C Issuer and Swing Line Lender shall be discharged
from all of their respective duties and obligations hereunder or under the other
Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit
in substitution for the Letters of Credit, if any, outstanding at the time of
such succession or make other arrangements satisfactory to the retiring L/C
Issuer to effectively assume the obligations of the retiring L/C Issuer with
respect to such Letters of Credit.

      10.07 NON-RELIANCE ON ADMINISTRATIVE AGENT AND OTHER LENDERS.

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

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      10.08 NO OTHER DUTIES, ETC.

      Anything herein to the contrary notwithstanding, none of the Syndication
Agent, Arrangers or Sole Book Manager listed on the cover page hereof shall have
any powers, duties or responsibilities under this Agreement or any of the other
Loan Documents, except in its capacity, as applicable, as the Administrative
Agent, a Lender or the L/C Issuer hereunder.

      10.09 ADMINISTRATIVE AGENT MAY FILE PROOFS OF CLAIM.

      In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to any Loan Party, the Administrative Agent
(irrespective of whether the principal of any Loan or L/C Obligation shall then
be due and payable as herein expressed or by declaration or otherwise and
irrespective of whether the Administrative Agent shall have made any demand on
any Borrower) shall be entitled and empowered, by intervention in such
proceeding or otherwise

            (a) to file and prove a claim for the whole amount of the principal
      and interest owing and unpaid in respect of the Loans, L/C Obligations and
      all other Obligations that are owing and unpaid and to file such other
      documents as may be necessary or advisable in order to have the claims of
      the Lenders, the L/C Issuer and the Administrative Agent (including any
      claim for the reasonable compensation, expenses, disbursements and
      advances of the Lenders, the L/C Issuer and the Administrative Agent and
      their respective agents and counsel and all other amounts due the Lenders,
      the L/C Issuer and the Administrative Agent under Sections 2.03(i) and
      (j), 2.09 and 11.04) allowed in such judicial proceeding; and

            (b) to collect and receive any monies or other property payable or
      deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Lender and the L/C Issuer to make such payments to the Administrative Agent
and, in the event that the Administrative Agent shall consent to the making of
such payments directly to the Lenders and the L/C Issuer, to pay to the
Administrative Agent any amount due for the reasonable compensation, expenses,
disbursements and advances of the Administrative Agent and its agents and
counsel, and any other amounts due the Administrative Agent under Sections 2.09
and 11.04.

      Nothing contained herein shall be deemed to authorize the Administrative
Agent to authorize or consent to or accept or adopt on behalf of any Lender or
the L/C Issuer any plan of reorganization, arrangement, adjustment or
composition affecting the Obligations or the rights of any Lender or to
authorize the Administrative Agent to vote in respect of the claim of any Lender
in any such proceeding.

                                   ARTICLE XI
                                  MISCELLANEOUS

      11.01 AMENDMENTS, ETC.

      No amendment or waiver of any provision of this Agreement or any other
Loan Document, and no consent to any departure by the Company or any other Loan
Party therefrom, shall be effective unless in writing signed by the Required
Lenders and the Company or the applicable Loan Party, as the case may

                                       74


be, and acknowledged by the Administrative Agent, and each such waiver or
consent shall be effective only in the specific instance and for the specific
purpose for which given; provided, however, that no such amendment, waiver or
consent shall:

            (a) other than pursuant to Section 2.15 hereof, extend or increase
      the Commitment of any Lender (or reinstate any Commitment terminated
      pursuant to Section 9.02) without the written consent of such Lender;

            (b) postpone any date fixed by this Agreement or any other Loan
      Document for any payment of principal, interest, fees or other amounts due
      to the Lenders (or any of them) hereunder or under any other Loan Document
      without the written consent of each Lender directly affected thereby;

            (c) reduce the principal of, or the rate of interest specified
      herein on, any Loan or L/C Borrowing, or (subject to clause (iv) of the
      second proviso to this Section 11.01) any fees or other amounts payable
      hereunder or under any other Loan Document without the written consent of
      each Lender directly affected thereby; provided, however, that only the
      consent of the Required Lenders shall be necessary to amend the definition
      of "Default Rate" or to waive any obligation of any Borrower to pay
      interest or Letter of Credit Fees at the Default Rate;

            (d) change Section 2.13 or Section 9.03 in a manner that would alter
      the pro rata sharing of payments required thereby without the written
      consent of each Lender;

            (e) amend Section 1.06 or the definition of "Alternative Currency"
      without the written consent of each Lender;

            (f) change any provision of this Section or the definition of
      "Required Lenders" or any other provision hereof specifying the number or
      percentage of Lenders required to amend, waive or otherwise modify any
      rights hereunder or make any determination or grant any consent hereunder
      without the written consent of each Lender; or

            (g) release the Company from its obligations under the Loan
      Documents without the written consent of each Lender;

and, provided further, that (i) no amendment, waiver or consent shall, unless in
writing and signed by the L/C Issuer in addition to the Lenders required above,
affect the rights or duties of the L/C Issuer under this Agreement or any Issuer
Document relating to any Letter of Credit issued or to be issued by it; (ii) no
amendment, waiver or consent shall, unless in writing and signed by the Swing
Line Lender in addition to the Lenders required above, affect the rights or
duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver
or consent shall, unless in writing and signed by the Administrative Agent in
addition to the Lenders required above, affect the rights or duties of the
Administrative Agent under this Agreement or any other Loan Document; (iv) the
Fee Letter may be amended, or rights or privileges thereunder waived, in a
writing executed only by the parties thereto. Notwithstanding anything to the
contrary herein, no Defaulting Lender shall have any right to approve or
disapprove any amendment, waiver or consent hereunder, except that the
Commitment of such Lender may not be increased or extended without the consent
of such Lender.

      11.02 NOTICES; EFFECTIVENESS; ELECTRONIC COMMUNICATION.

      (a) Notices Generally. Except in the case of notices and other
communications expressly permitted to be given by telephone (and except as
provided in subsection (b) below), all notices and other

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communications provided for herein shall be in writing and shall be delivered by
hand or overnight courier service, mailed by certified or registered mail or
sent by telecopier as follows, and all notices and other communications
expressly permitted hereunder to be given by telephone shall be made to the
applicable telephone number, as follows:

            (i) if to the Borrowers, the Administrative Agent, the L/C Issuer or
      the Swing Line Lender, to the address, telecopier number, electronic mail
      address or telephone number specified for such Person on Schedule 11.02;
      and

            (ii) if to any other Lender, to the address, telecopier number,
      electronic mail address or telephone number specified in its
      Administrative Questionnaire.

Notices sent by hand or overnight courier service, or mailed by certified or
registered mail, shall be deemed to have been given when received; notices sent
by telecopier shall be deemed to have been given when sent (except that, if not
given during normal business hours for the recipient, shall be deemed to have
been given at the opening of business on the next business day for the
recipient). Notices delivered through electronic communications to the extent
provided in subsection (b) below, shall be effective as provided in such
subsection (b).

      (b) Electronic Communications. Notices and other communications to the
Lenders and the L/C Issuer hereunder may be delivered or furnished by electronic
communication (including e-mail and Internet or intranet websites) pursuant to
procedures approved by the Administrative Agent, provided that the foregoing
shall not apply to notices to any Lender or the L/C Issuer pursuant to Article
II if such Lender or the L/C Issuer, as applicable, has notified the
Administrative Agent that it is incapable of receiving notices under such
Article by electronic communication. The Administrative Agent or the Company
may, in its discretion, agree to accept notices and other communications to it
hereunder by electronic communications pursuant to procedures approved by it,
provided that approval of such procedures may be limited to particular notices
or communications.

      Unless the Administrative Agent otherwise prescribes, (i) notices and
other communications sent to an e-mail address shall be deemed received upon the
sender's receipt of an acknowledgement from the intended recipient (such as by
the "return receipt requested" function, as available, return e-mail or other
written acknowledgement), provided that if such notice or other communication is
not sent during the normal business hours of the recipient, such notice or
communication shall be deemed to have been sent at the opening of business on
the next business day for the recipient, and (ii) notices or communications
posted to an Internet or intranet website shall be deemed received upon the
deemed receipt by the intended recipient at its e-mail address as described in
the foregoing clause (i) of notification that such notice or communication is
available and identifying the website address therefor.

      (c) The Platform. THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE." THE
AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF
THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM
LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF
ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD
PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT
PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event
shall the Administrative Agent or any of its Related Parties (collectively, the
"Agent Parties") have any liability to any Borrower, any Lender, the L/C Issuer
or any other Person for losses, claims, damages, liabilities or expenses of any
kind (whether in tort, contract or otherwise) arising out of any Borrower's or
the

                                       76


Administrative Agent's transmission of Borrower Materials through the Internet,
except to the extent that such losses, claims, damages, liabilities or expenses
are determined by a court of competent jurisdiction by a final and nonappealable
judgment to have resulted from the gross negligence or willful misconduct of
such Agent Party; provided, however, that in no event shall any Agent Party have
any liability to any Borrower, any Lender, the L/C Issuer or any other Person
for indirect, special, incidental, consequential or punitive damages (as opposed
to direct or actual damages).

      (d) Change of Address, Etc. Each of the Borrowers, the Administrative
Agent, the L/C Issuer and the Swing Line Lender may change its address,
telecopier or telephone number for notices and other communications hereunder by
notice to the other parties hereto. Each other Lender may change its address,
telecopier or telephone number for notices and other communications hereunder by
notice to the Company, the Administrative Agent, the L/C Issuer and the Swing
Line Lender. In addition, each Lender agrees to notify the Administrative Agent
from time to time to ensure that the Administrative Agent has on record (i) an
effective address, contact name, telephone number, telecopier number and
electronic mail address to which notices and other communications may be sent
and (ii) accurate wire instructions for such Lender.

      (e) Reliance by Administrative Agent, L/C Issuer and Lenders. The
Administrative Agent, the L/C Issuer and the Lenders shall be entitled to rely
and act upon any notices (including telephonic Committed Loan Notices and Swing
Line Loan Notices) purportedly given by or on behalf of any Borrower even if (i)
such notices were not made in a manner specified herein, were incomplete or were
not preceded or followed by any other form of notice specified herein, or (ii)
the terms thereof, as understood by the recipient, varied from any confirmation
thereof. The Company shall indemnify the Administrative Agent, the L/C Issuer,
each Lender and the Related Parties of each of them from all losses, costs,
expenses and liabilities resulting from the reliance by such Person on each
notice purportedly given by or on behalf of any Borrower. All telephonic notices
to and other telephonic communications with the Administrative Agent may be
recorded by the Administrative Agent, and each of the parties hereto hereby
consents to such recording.

      11.03 NO WAIVER; CUMULATIVE REMEDIES.

      No failure by any Lender or the Administrative Agent to exercise, and no
delay by any such Person in exercising, any right, remedy, power or privilege
hereunder shall operate as a waiver thereof; nor shall any single or partial
exercise of any right, remedy, power or privilege hereunder preclude any other
or further exercise thereof or the exercise of any other right, remedy, power or
privilege. The rights, remedies, powers and privileges herein provided are
cumulative and not exclusive of any rights, remedies, powers and privileges
provided by law.

      11.04 EXPENSES; INDEMNITY; DAMAGE WAIVER.

      (a) Costs and Expenses. The Company shall pay (i) all reasonable
out-of-pocket expenses incurred by the Administrative Agent and its Affiliates
(including the reasonable fees, charges and disbursements of counsel for the
Administrative Agent), in connection with the syndication of the credit
facilities provided for herein, the preparation, negotiation, execution,
delivery and administration of this Agreement and the other Loan Documents or
any amendments, modifications or waivers of the provisions hereof or thereof
(whether or not the transactions contemplated hereby or thereby shall be
consummated), (ii) all reasonable out-of-pocket expenses incurred by the L/C
Issuer in connection with the issuance, amendment, renewal or extension of any
Letter of Credit or any demand for payment thereunder and (iii) all reasonable
out-of-pocket expenses incurred by the Administrative Agent, any Lender or the
L/C Issuer (including the reasonable fees, charges and disbursements of any
counsel for the Administrative Agent, any Lender or the L/C Issuer), in
connection with the enforcement or protection of its rights in

                                       77


connection with this Agreement and the other Loan Documents, including all
out-of-pocket expenses incurred during any workout, restructuring or
negotiations in respect of such Loans or Letters of Credit.

      (b) Indemnification by the Company. The Company shall indemnify the
Administrative Agent (and any sub-agent thereof), each Lender and the L/C
Issuer, and each Related Party of any of the foregoing Persons (each such Person
being called an "Indemnitee") against, and hold each Indemnitee harmless from,
any and all losses, claims, damages, penalties, liabilities and reasonable
related expenses (including the reasonable fees, charges and disbursements of
any counsel for any Indemnitee), and shall indemnify and hold harmless each
Indemnitee from all fees and time charges and disbursements for attorneys who
may be employees of any Indemnitee, incurred by any Indemnitee or asserted
against any Indemnitee by any third party or by any Borrower or any other Loan
Party arising out of, in connection with, or as a result of (i) the execution or
delivery of this Agreement, any other Loan Document or any agreement or
instrument contemplated hereby or thereby, the performance by the parties hereto
of their respective obligations hereunder or thereunder, the consummation of the
transactions contemplated hereby or thereby, or, in the case of the
Administrative Agent (and any sub-agent thereof) and its Related Parties only,
the administration of this Agreement and the other Loan Documents, (ii) any Loan
or Letter of Credit or the use or proposed use of the proceeds therefrom
(including any refusal by the L/C Issuer to honor a demand for payment under a
Letter of Credit if the documents presented in connection with such demand do
not strictly comply with the terms of such Letter of Credit), (iii) any actual
or alleged presence or release of Hazardous Materials on or from any property
owned or operated by any Borrower or any of its Subsidiaries, or any
Environmental Liability related in any way to any Borrower or any of its
Subsidiaries, (iv) any civil penalty or fine assessed by OFAC against, and all
reasonable costs and expenses (including counsel fees and disbursements)
incurred in connection with defense thereof, by the Administrative Agent or any
Lender as a result conduct of the Borrower that violates a sanction enforced by
OFAC, or (v) any actual or prospective claim, litigation, investigation or
proceeding relating to any of the foregoing, whether based on contract, tort or
any other theory, whether brought by a third party or by the Company or any
other Loan Party, and regardless of whether any Indemnitee is a party thereto,
in all cases, whether or not caused by or arising, in whole or in part, out of
the comparative, contributory or sole negligence of the Indemnitee; provided
that such indemnity shall not, as to any Indemnitee, be available to the extent
that such losses, claims, damages, penalties, liabilities or related expenses
(x) are determined by a court of competent jurisdiction to have resulted from
the gross negligence or willful misconduct of such Indemnitee or (y) result from
a claim brought by the Company or any other Loan Party against an Indemnitee for
breach in bad faith of such Indemnitee's obligations hereunder or under any
other Loan Document, if the Company or such other Loan Party has obtained a
judgment in its favor on such claim as determined by a court of competent
jurisdiction.

      (c) Reimbursement by Lenders. To the extent that the Company for any
reason fails to indefeasibly pay any amount required under subsection (a) or (b)
of this Section to be paid by it to the Administrative Agent (or any sub-agent
thereof), the L/C Issuer or any Related Party of any of the foregoing, each
Lender severally agrees to pay to the Administrative Agent (or any such
sub-agent), the L/C Issuer or such Related Party, as the case may be, such
Lender's Applicable Percentage (determined as of the time that the applicable
unreimbursed expense or indemnity payment is sought) of such unpaid amount,
provided that the unreimbursed expense or indemnified loss, claim, damage,
liability or related expense, as the case may be, was incurred by or asserted
against the Administrative Agent (or any such sub-agent) or the L/C Issuer in
its capacity as such, or against any Related Party of any of the foregoing
acting for the Administrative Agent (or any such sub-agent) or L/C Issuer in
connection with such capacity. The obligations of the Lenders under this
subsection (c) are subject to the provisions of Section 2.12(d).

      (d) Waiver of Consequential Damages, Etc. To the fullest extent permitted
by applicable law, no Borrower shall assert, and hereby waives, any claim
against any Indemnitee, on any theory of

                                       78


liability, for special, indirect, consequential or punitive damages (as opposed
to direct or actual damages) arising out of, in connection with, or as a result
of, this Agreement, any other Loan Document or any agreement or instrument
contemplated hereby, the transactions contemplated hereby or thereby, any Loan
or Letter of Credit or the use of the proceeds thereof. No Indemnitee referred
to in subsection (b) above shall be liable for any damages arising from the use
by unintended recipients of any information or other materials distributed by it
through telecommunications, electronic or other information transmission systems
in connection with this Agreement or the other Loan Documents or the
transactions contemplated hereby or thereby.

      (e) Payments. All amounts due under this Section shall be payable not
later than ten Business Days after demand therefor.

      (f) Survival. The agreements in this Section shall survive the resignation
of the Administrative Agent and the L/C Issuer, the replacement of any Lender,
the termination of the Aggregate Commitments and the repayment, satisfaction or
discharge of all the other Obligations.

      11.05 PAYMENTS SET ASIDE.

      To the extent that any payment by or on behalf of any Borrower is made to
the Administrative Agent, the L/C Issuer or any Lender, or the Administrative
Agent, the L/C Issuer or any Lender exercises its right of setoff, and such
payment or the proceeds of such setoff or any part thereof is subsequently
invalidated, declared to be fraudulent or preferential, set aside or required
(including pursuant to any settlement entered into by the Administrative Agent,
the L/C Issuer or such Lender in its discretion) to be repaid to a trustee,
receiver or any other party, in connection with any proceeding under any Debtor
Relief Law or otherwise, then (a) to the extent of such recovery, the obligation
or part thereof originally intended to be satisfied shall be revived and
continued in full force and effect as if such payment had not been made or such
setoff had not occurred, and (b) each Lender and the L/C Issuer severally agrees
to pay to the Administrative Agent upon demand its applicable share (without
duplication) of any amount so recovered from or repaid by the Administrative
Agent, plus interest thereon from the date of such demand to the date such
payment is made at a rate per annum equal to the applicable Overnight Rate from
time to time in effect, in the applicable currency of such recovery or payment.
The obligations of the Lenders and the L/C Issuer under clause (b) of the
preceding sentence shall survive the payment in full of the Obligations and the
termination of this Agreement.

      11.06 SUCCESSORS AND ASSIGNS.

      (a) Successors and Assigns Generally. The provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns permitted hereby, except that no Borrower may
assign or otherwise transfer any of its rights or obligations hereunder without
the prior written consent of the Administrative Agent and each Lender and no
Lender may assign or otherwise transfer any of its rights or obligations
hereunder except (i) to an Eligible Assignee in accordance with the provisions
of subsection (b) of this Section, (ii) by way of participation in accordance
with the provisions of subsection (d) of this Section, (iii) by way of pledge or
assignment of a security interest subject to the restrictions of subsection (f)
of this Section (and any other attempted assignment or transfer by any party
hereto shall be null and void). Nothing in this Agreement, expressed or implied,
shall be construed to confer upon any Person (other than the parties hereto,
their respective successors and assigns permitted hereby, Participants to the
extent provided in subsection (d) of this Section and, to the extent expressly
contemplated hereby, the Related Parties of each of the Administrative Agent,
the L/C Issuer and the Lenders) any legal or equitable right, remedy or claim
under or by reason of this Agreement.

                                       79


      (b) Assignments by Lenders. Any Lender may at any time assign to one or
more Eligible Assignees all or a portion of its rights and obligations under
this Agreement (including all or a portion of its Commitment and the Loans
(including for purposes of this subsection (b), participations in L/C
Obligations and in Swing Line Loans) at the time owing to it); provided that

            (i) except in the case of an assignment of the entire remaining
      amount of the assigning Lender's Commitment and the Loans at the time
      owing to it or in the case of an assignment to a Lender or an Affiliate of
      a Lender or an Approved Fund with respect to a Lender, the aggregate
      amount of the Commitment (which for this purpose includes Loans
      outstanding thereunder) or, if the Commitment is not then in effect, the
      principal outstanding balance of the Loans of the assigning Lender subject
      to each such assignment, determined as of the date the Assignment and
      Assumption with respect to such assignment is delivered to the
      Administrative Agent or, if "Trade Date" is specified in the Assignment
      and Assumption, as of the Trade Date, shall not be less than $5,000,000
      unless each of the Administrative Agent and, so long as no Event of
      Default has occurred and is continuing, the Company otherwise consents
      (each such consent not to be unreasonably withheld or delayed); provided,
      however, that concurrent assignments to members of an Assignee Group and
      concurrent assignments from members of an Assignee Group to a single
      Eligible Assignee (or to an Eligible Assignee and members of its Assignee
      Group) will be treated as a single assignment for purposes of determining
      whether such minimum amount has been met;

            (ii) each partial assignment shall be made as an assignment of a
      proportionate part of all the assigning Lender's rights and obligations
      under this Agreement with respect to the Loans or the Commitment assigned,
      except that this clause (ii) shall not apply to rights in respect of Swing
      Line Loans;

            (iii) any assignment of a Commitment must be approved by the
      Administrative Agent, the L/C Issuer and the Swing Line Lender unless the
      Person that is the proposed assignee is itself a Lender (whether or not
      the proposed assignee would otherwise qualify as an Eligible Assignee);
      and

            (iv) the parties to each assignment shall execute and deliver to the
      Administrative Agent an Assignment and Assumption, together with a
      processing and recordation fee in the amount, if any, required as set
      forth in Schedule 11.06, and the Eligible Assignee, if it shall not be a
      Lender, shall deliver to the Administrative Agent an Administrative
      Questionnaire.

Subject to acceptance and recording thereof by the Administrative Agent pursuant
to subsection (c) of this Section, from and after the effective date specified
in each Assignment and Assumption, the Eligible Assignee thereunder shall be a
party to this Agreement and, to the extent of the interest assigned by such
Assignment and Assumption, have the rights and obligations of a Lender under
this Agreement, and the assigning Lender thereunder shall, to the extent of the
interest assigned by such Assignment and Assumption, be released from its
obligations under this Agreement (and, in the case of an Assignment and
Assumption covering all of the assigning Lender's rights and obligations under
this Agreement, such Lender shall cease to be a party hereto) but shall continue
to be entitled to the benefits of Sections 3.01, 3.04, 3.05, and 11.04 with
respect to facts and circumstances occurring prior to the effective date of such
assignment. Upon request, each Borrower (at its expense) shall execute and
deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of
rights or obligations under this Agreement that does not comply with this
subsection shall be treated for purposes of this Agreement as a sale by such
Lender of a participation in such rights and obligations in accordance with
subsection (d) of this Section.

                                       80


      (c) Register. The Administrative Agent, acting solely for this purpose as
an agent of the Borrowers, shall maintain at the Administrative Agent's Office a
copy of each Assignment and Assumption delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the Commitments of,
and principal amounts of the Loans and L/C Obligations owing to, each Lender
pursuant to the terms hereof from time to time (the "Register"). The entries in
the Register shall be conclusive, and the Borrowers, the Administrative Agent
and the Lenders may treat each Person whose name is recorded in the Register
pursuant to the terms hereof as a Lender hereunder for all purposes of this
Agreement, notwithstanding notice to the contrary. The Register shall be
available for inspection by each of the Borrowers and the L/C Issuer at any
reasonable time and from time to time upon reasonable prior notice. In addition,
at any time that a request for a consent for a material or substantive change to
the Loan Documents is pending, any Lender may request and receive from the
Administrative Agent a copy of the Register.

      (d) Participations. Any Lender may at any time, without the consent of, or
notice to, any Borrower or the Administrative Agent, sell participations to any
Person (other than a natural person or the Company or any of the Company's
Affiliates or Subsidiaries) (each, a "Participant") in all or a portion of such
Lender's rights and/or obligations under this Agreement (including all or a
portion of its Commitment and/or the Loans (including such Lender's
participations in L/C Obligations and/or Swing Line Loans) owing to it);
provided that (i) such Lender's obligations under this Agreement shall remain
unchanged, (ii) such Lender shall remain solely responsible to the other parties
hereto for the performance of such obligations and (iii) the Borrowers, the
Administrative Agent, the Lenders and the L/C Issuer shall continue to deal
solely and directly with such Lender in connection with such Lender's rights and
obligations under this Agreement.

      Any agreement or instrument pursuant to which a Lender sells such a
participation shall provide that such Lender shall retain the sole right to
enforce this Agreement and to approve any amendment, modification or waiver of
any provision of this Agreement; provided that such agreement or instrument may
provide that such Lender will not, without the consent of the Participant, agree
to any amendment, waiver or other modification described in the first proviso to
Section 11.01 that affects such Participant. Subject to subsection (e) of this
Section, each Borrower agrees that each Participant shall be entitled to the
benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a
Lender and had acquired its interest by assignment pursuant to subsection (b) of
this Section. To the extent permitted by law, each Participant also shall be
entitled to the benefits of Section 11.08 as though it were a Lender, provided
such Participant agrees to be subject to Section 2.13 as though it were a
Lender.

      (e) Limitation upon Participant Rights. A Participant shall not be
entitled to receive any greater payment under Section 3.01 or 3.04 than the
applicable Lender would have been entitled to receive with respect to the
participation sold to such Participant, unless the sale of the participation to
such Participant is made with the Company's prior written consent. A Participant
that would be a Foreign Lender if it were a Lender shall not be entitled to the
benefits of Section 3.01 unless the Company is notified of the participation
sold to such Participant and such Participant agrees, for the benefit of the
Borrowers, to comply with Section 3.01(e) as though it were a Lender.

      (f) Certain Pledges. Any Lender may at any time pledge or assign a
security interest in all or any portion of its rights under this Agreement
(including under its Note(s), if any) to secure obligations of such Lender,
including any pledge or assignment to secure obligations to a Federal Reserve
Bank; provided that no such pledge or assignment shall release such Lender from
any of its obligations hereunder or substitute any such pledgee or assignee for
such Lender as a party hereto.

      (g) Electronic Execution of Assignments. The words "execution," "signed,"
"signature," and words of like import in any Assignment and Assumption shall be
deemed to include electronic signatures

                                       81


or the keeping of records in electronic form, each of which shall be of the same
legal effect, validity or enforceability as a manually executed signature or the
use of a paper-based recordkeeping system, as the case may be, to the extent and
as provided for in any applicable law, including the Federal Electronic
Signatures in Global and National Commerce Act, the New York State Electronic
Signatures and Records Act, or any other similar state laws based on the Uniform
Electronic Transactions Act.

      (h) Resignation as L/C Issuer or Swing Line Lender after Assignment.
Notwithstanding anything to the contrary contained herein, if at any time Bank
of America assigns all of its Commitment and Loans pursuant to subsection (b)
above, Bank of America may, (i) upon 30 days' notice to the Company and the
Lenders, resign as L/C Issuer and/or (ii) upon 30 days' notice to the Company,
resign as Swing Line Lender. In the event of any such resignation as L/C Issuer
or Swing Line Lender, the Company shall be entitled to appoint from among the
Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided,
however, that no failure by the Company to appoint any such successor shall
affect the resignation of Bank of America as L/C Issuer or Swing Line Lender, as
the case may be. If Bank of America resigns as L/C Issuer, it shall retain all
the rights, powers, privileges and duties of the L/C Issuer hereunder with
respect to all Letters of Credit outstanding as of the effective date of its
resignation as L/C Issuer and all L/C Obligations with respect thereto
(including the right to require the Lenders to make Base Rate Committed Loans or
fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)).
If Bank of America resigns as Swing Line Lender, it shall retain all the rights
of the Swing Line Lender provided for hereunder with respect to Swing Line Loans
made by it and outstanding as of the effective date of such resignation,
including the right to require the Lenders to make Base Rate Committed Loans or
fund risk participations in outstanding Swing Line Loans pursuant to Section
2.04(c). Upon the appointment of a successor L/C Issuer and/or Swing Line
Lender, (a) such successor shall succeed to and become vested with all of the
rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line
Lender, as the case may be, and (b) the successor L/C Issuer shall issue letters
of credit in substitution for the Letters of Credit, if any, outstanding at the
time of such succession or make other arrangements satisfactory to Bank of
America to effectively assume the obligations of Bank of America with respect to
such Letters of Credit.

      11.07 TREATMENT OF CERTAIN INFORMATION; CONFIDENTIALITY.

      Each of the Administrative Agent, the Lenders and the L/C Issuer agrees to
maintain the confidentiality of the Information (as defined below), except that
Information may be disclosed (a) to its Affiliates and to its and its
Affiliates' respective partners, directors, officers, employees, agents,
advisors and representatives (it being understood that the Persons to whom such
disclosure is made will be informed of the confidential nature of such
Information and instructed to keep such Information confidential), (b) to the
extent requested by any regulatory authority purporting to have jurisdiction
over it (including any self-regulatory authority, such as the National
Association of Insurance Commissioners), (c) to the extent required by
applicable laws or regulations or by any subpoena or similar legal process, (d)
to any other party hereto, (e) in connection with the exercise of any remedies
hereunder or under any other Loan Document or any action or proceeding relating
to this Agreement or any other Loan Document or the enforcement of rights
hereunder or thereunder, (f) subject to an agreement containing provisions
substantially the same as those of this Section, to (i) any assignee of or
Participant in, or any prospective assignee of or Participant in, any of its
rights or obligations under this Agreement or (ii) any actual or prospective
counterparty (or its advisors) to any swap or derivative transaction relating to
a Borrower and its obligations, (g) with the consent of the Company or (h) to
the extent such Information (x) becomes publicly available other than as a
result of a breach of this Section or (y) becomes available to the
Administrative Agent, any Lender, the L/C Issuer or any of their respective
Affiliates on a nonconfidential basis from a source other than the Company.

                                       82


      For purposes of this Section, "Information" means all information received
from the Company or any Subsidiary relating to the Company or any Subsidiary or
any of their respective businesses, other than any such information that is
available to the Administrative Agent, any Lender or the L/C Issuer on a
nonconfidential basis prior to disclosure by the Company or any Subsidiary,
provided that, in the case of information received from the Company or any
Subsidiary after the date hereof, such information is clearly identified at the
time of delivery as confidential. Any Person required to maintain the
confidentiality of Information as provided in this Section shall be considered
to have complied with its obligation to do so if such Person has exercised the
same degree of care to maintain the confidentiality of such Information as such
Person would accord to its own confidential information.

      Each of the Administrative Agent, the Lenders and the L/C Issuer
acknowledges that (a) the Information may include material non-public
information concerning the Company or a Subsidiary, as the case may be, (b) it
has developed compliance procedures regarding the use of material non-public
information and (c) it will handle such material non-public information in
accordance with applicable Law, including Federal and state securities Laws.

      11.08 RIGHT OF SETOFF.

      If an Event of Default shall have occurred and be continuing, each Lender,
the L/C Issuer and each of their respective Affiliates is hereby authorized at
any time and from time to time, to the fullest extent permitted by applicable
law, to set off and apply any and all deposits (general or special, time or
demand, provisional or final, in whatever currency) at any time held and other
obligations (in whatever currency) at any time owing by such Lender, the L/C
Issuer or any such Affiliate 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 or any other Loan Document to such Lender or the
L/C Issuer, irrespective of whether or not such Lender or the L/C Issuer shall
have made any demand under this Agreement or any other Loan Document and
although such obligations of such Borrower may be contingent or unmatured or are
owed to a branch or office of such Lender or the L/C Issuer different from the
branch or office holding such deposit or obligated on such indebtedness. The
rights of each Lender, the L/C Issuer and their respective Affiliates under this
Section are in addition to other rights and remedies (including other rights of
setoff) that such Lender, the L/C Issuer or their respective Affiliates may
have. Each Lender and the L/C Issuer agrees to notify the Company and the
Administrative Agent promptly after any such setoff and application, provided
that the failure to give such notice shall not affect the validity of such
setoff and application.

      11.09 INTEREST RATE LIMITATION.

      Notwithstanding anything to the contrary contained in any Loan Document,
the interest paid or agreed to be paid under the Loan Documents shall not exceed
the maximum rate of non-usurious interest permitted by applicable Law (the
"Maximum Rate"). If the Administrative Agent or any Lender shall receive
interest in an amount that exceeds the Maximum Rate, the excess interest shall
be applied to the principal of the Loans or, if it exceeds such unpaid
principal, refunded to the Company. In determining whether the interest
contracted for, charged, or received by the Administrative Agent or a Lender
exceeds the Maximum Rate, such Person may, to the extent permitted by applicable
Law, (a) characterize any payment that is not principal as an expense, fee, or
premium rather than interest, (b) exclude voluntary prepayments and the effects
thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal
parts the total amount of interest throughout the contemplated term of the
Obligations hereunder.

                                       83


      11.10 COUNTERPARTS; INTEGRATION; EFFECTIVENESS.

      This Agreement may be executed in counterparts (and by different parties
hereto in different counterparts), each of which shall constitute an original,
but all of which when taken together shall constitute a single contract. This
Agreement and the other Loan Documents constitute the entire contract among the
parties relating to the subject matter hereof and supersede any and all previous
agreements and understandings, oral or written, relating to the subject matter
hereof. Except as provided in Section 5.01, this Agreement shall become
effective when it shall have been executed by the Administrative Agent and when
the Administrative Agent shall have received counterparts hereof that, when
taken together, bear the signatures of each of the other parties hereto.
Delivery of an executed counterpart of a signature page of this Agreement by
telecopy shall be effective as delivery of a manually executed counterpart of
this Agreement.

      11.11 SURVIVAL OF REPRESENTATIONS AND WARRANTIES.

      All representations and warranties made hereunder and in any other Loan
Document or other document delivered pursuant hereto or thereto or in connection
herewith or therewith shall survive the execution and delivery hereof and
thereof. Such representations and warranties have been or will be relied upon by
the Administrative Agent and each Lender, regardless of any investigation made
by the Administrative Agent or any Lender or on their behalf and notwithstanding
that the Administrative Agent or any Lender may have had notice or knowledge of
any Default at the time of any Credit Extension, and shall continue in full
force and effect as long as any Loan or any other Obligation hereunder shall
remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.

      11.12 SEVERABILITY.

      If any provision of this Agreement or the other Loan Documents is held to
be illegal, invalid or unenforceable, (a) the legality, validity and
enforceability of the remaining provisions of this Agreement and the other Loan
Documents shall not be affected or impaired thereby and (b) the parties shall
endeavor in good faith negotiations to replace the illegal, invalid or
unenforceable provisions with valid provisions the economic effect of which
comes as close as possible to that of the illegal, invalid or unenforceable
provisions. The invalidity of a provision in a particular jurisdiction shall not
invalidate or render unenforceable such provision in any other jurisdiction.

      11.13 REPLACEMENT OF LENDERS.

      If (i) any Lender requests compensation under Section 3.04, (ii) any
Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 3.01,
(iii) a Lender (a "Non-Consenting Lender") does not consent to a proposed
change, waiver, discharge or termination with respect to any Loan Document that
has been approved by the Required Lenders as provided in Section 11.01 but
requires unanimous consent of all Lenders or all Lenders directly affected
thereby (as applicable), (iv) any Lender is a Defaulting Lender or (v) any
Lender is a Non-Extending Lender pursuant to Section 2.15(b), then the Company
may, at its sole expense and effort, upon notice to such Lender and the
Administrative Agent, require such Lender to assign and delegate, without
recourse (in accordance with and subject to the restrictions contained in, and
consents required by, Section 11.06), all of its interests, rights and
obligations under this Agreement and the related Loan Documents to an assignee
that shall assume such obligations (which assignee may be another Lender, if a
Lender accepts such assignment), provided that:

            (a) the Company shall have paid (or caused a Designated Subsidiary
      to pay) to the Administrative Agent the assignment fee specified in
      Section 11.06(b);

                                       84


            (b) such Lender shall have received payment of an amount equal to
      the outstanding principal of its Loans and L/C Advances, accrued interest
      thereon, accrued fees and all other amounts payable to it hereunder and
      under the other Loan Documents (including any amounts under Section 3.05)
      from the assignee (to the extent of such outstanding principal and accrued
      interest and fees) or the Company or applicable Designated Subsidiary (in
      the case of all other amounts);

            (c) in the case of any such assignment resulting from a claim for
      compensation under Section 3.04 or payments required to be made pursuant
      to Section 3.01, such assignment will result in a reduction in such
      compensation or payments thereafter;

            (d) such assignment does not conflict with applicable Laws; and

            (e) in the case of any such assignment resulting from a
      Non-Consenting Lender's failure to consent to a proposed change, waiver,
      discharge or termination with respect to any Loan Document, the applicable
      replacement bank, financial institution or Fund consents to the proposed
      change, waiver, discharge or termination; provided that the failure by
      such Non-Consenting Lender to execute and deliver an Assignment and
      Assumption shall not impair the validity of the removal of such
      Non-Consenting Lender and the mandatory assignment of such Non-Consenting
      Lender's Commitments and outstanding Loans and participations in L/C
      Obligations and Swing Line Loans pursuant to this Section 11.13 shall
      nevertheless be effective without the execution by such Non-Consenting
      Lender of an Assignment and Assumption.

      A Lender shall not be required to make any such assignment or delegation
if, prior thereto, as a result of a waiver by such Lender or otherwise, the
circumstances entitling the Company to require such assignment and delegation
cease to apply.

      11.14 GOVERNING LAW; JURISDICTION; ETC.

      (a) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

      (b) SUBMISSION TO JURISDICTION. EACH BORROWER IRREVOCABLY AND
UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE
JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK CITY AND
OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND
ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF
OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, 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 SUCH NEW YORK STATE COURT OR, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE 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 OR IN
ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT,
ANY LENDER OR THE L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR
PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER

                                       85


LOAN DOCUMENT AGAINST ANY BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY
JURISDICTION.

      (c) WAIVER OF VENUE. EACH BORROWER IRREVOCABLY AND UNCONDITIONALLY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW
OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT
OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT
REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE
DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING
IN ANY SUCH COURT.

      (d) SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE
OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 11.02. NOTHING IN THIS
AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY
OTHER MANNER PERMITTED BY APPLICABLE LAW.

      11.15 WAIVER OF JURY TRIAL.

      EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY
LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO
(A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES
THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS IN THIS SECTION.

      11.16 USA PATRIOT ACT NOTICE.

      Each Lender that is subject to the Act (as hereinafter defined) and the
Administrative Agent (for itself and not on behalf of any Lender) hereby
notifies the Borrowers that pursuant to the requirements of the USA Patriot Act
(Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the "Act"), it
is required to obtain, verify and record information that identifies the
Borrowers, which information includes the name and address of each Borrower and
other information that will allow such Lender or the Administrative Agent, as
applicable, to identify such Borrower in accordance with the Act.

      11.17 JUDGMENT CURRENCY.

      If, for the purposes of obtaining judgment in any court, it is necessary
to convert a sum due hereunder or any other Loan Document in one currency into
another currency, the rate of exchange used shall be that at which in accordance
with normal banking procedures the Administrative Agent could purchase the first
currency with such other currency on the Business Day preceding that on which
final judgment is given. The obligation of each Borrower in respect of any such
sum due from it to the Administrative Agent or the Lenders hereunder or under
the other Loan Documents shall, notwithstanding any judgment in a currency (the
"Judgment Currency") other than that in which such sum is denominated

                                       86


in accordance with the applicable provisions of this Agreement (the "Agreement
Currency"), be discharged only to the extent that on the Business Day following
receipt by the Administrative Agent of any sum adjudged to be so due in the
Judgment Currency, the Administrative Agent may in accordance with normal
banking procedures purchase the Agreement Currency with the Judgment Currency.
If the amount of the Agreement Currency so purchased is less than the sum
originally due to the Administrative Agent from any Borrower in the Agreement
Currency, such Borrower agrees, as a separate obligation and notwithstanding any
such judgment, to indemnify the Administrative Agent or the Person to whom such
obligation was owing against such loss. If the amount of the Agreement Currency
so purchased is greater than the sum originally due to the Administrative Agent
in such currency, the Administrative Agent agrees to return the amount of any
excess to such Borrower (or to any other Person who may be entitled thereto
under applicable law).

                                       87


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

                                           CABOT CORPORATION

                                           By: /s/ Irene S. Sudac
                                               ---------------------------------

                                           Name: Irene S. Sudac

                                           Title: Treasurer

                                      S-1


                                           BANK OF AMERICA, N.A., as
                                           Administrative Agent

                                           By: /s/ Matthew C. Correia
                                               ---------------------------------

                                           Name: Matthew C. Correia

                                           Title:  Assistant Vice President

                                      S-2


                                           BANK OF AMERICA, N.A., as a Lender,
                                           L/C Issuer and Swing Line Lender

                                           By: /s/ Kenneth S. Struglia
                                               ---------------------------------

                                           Name: Kenneth S. Struglia

                                           Title: Managing Director

                                      S-3


                                      OTHER LENDERS

                                           CITICORP NORTH AMERICA, INC.

                                           By: /s/ Irina Lurye
                                               ---------------------------------

                                           Name: Irina Lurye

                                           Title: Director

                                           JPMORGAN CHASE BANK N.A.

                                           By: /s/ D. Scott Farguhar
                                               ---------------------------------

                                           Name: D. Scott Farguhar

                                           Title: Vice President

                                           MIZUHO CORPORATE BANK, LTD.

                                           By: /s/ Raymond Ventura
                                               -------------------------------

                                           Name: Raymond Ventura

                                           Title: Senior Vice President

                                           WACHOVIA BANK, N.A.

                                           By:  /s/ Barbara Van Meerten
                                                --------------------------------

                                           Name:  Barbara Van Meerten

                                           Title: Director

                                      S-4


                                           COMMERZBANK AG, NEW YORK AND GRAND
                                           CAYMAN BRANCHES

                                           By: /s/ Robert S. Taylor
                                               ---------------------------------

                                           Name: Robert S. Taylor

                                           Title: Senior Vice President

                                           COMMERZBANK AG, NEW YORK AND GRAND
                                           CAYMAN BRANCHES

                                           By:  /s/ Subash R. Viswanathan
                                                --------------------------------

                                           Name: Subash R. Viswanathan

                                           Title: Senior Vice President

                                           BANK OF CHINA, NEW YORK BRANCH

                                           By: /s/ Xiaojing Li
                                               ---------------------------------

                                           Name: Xiaojing Li

                                           Title: First Deputy General Manager

                                           HSBC BANK USA, N.A.

                                           By: /s/ Manuel Burgueno
                                               ---------------------------------

                                           Name: Manuel Burgueno

                                           Title: Vice President, RM

                                      S-5



                                                                    EXHIBIT 31.1

                    Principal Executive Officer Certification

I, Kennett F. Burnes, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Cabot Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and

(c) disclosed in this report any change in the registrant's internal control
over financial reporting that occurred during the registrant's most recent
fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control over
financial reporting.

Date: August 8, 2005                         /s/ Kennett F. Burnes
                                             -----------------------------------
                                             Kennett F. Burnes
                                             Chairman of the Board, President
                                             and Chief Executive Officer

                                      -42-



                                                                    EXHIBIT 31.2

                    Principal Financial Officer Certification

I, John A. Shaw, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Cabot Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;

(b) evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and

(c) disclosed in this report any change in the registrant's internal control
over financial reporting that occurred during the registrant's most recent
fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control over
financial reporting.

                                             /s/ John A. Shaw
                                             -----------------------------------
Date: August 8, 2005                         John A. Shaw
                                             Executive Vice President and
                                             Chief Financial Officer

                                      -43-



                                                                      EXHIBIT 32

               Certifications Pursuant to 18 U.S.C. Section 1350,
                    as Adopted Pursuant to Section 906 of the
                           Sarbanes-Oxley Act of 2002

In connection with the filing of the Quarterly Report on Form 10-Q for the
Quarter Ended June 30, 2005 (the "Report") by Cabot Corporation (the "Company"),
each of the undersigned hereby certifies pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

      1.    The Report fully complies with the requirements of section 13 (a) or
            15 (d) of the Securities Exchange Act of 1934, as amended; and

      2.    The information contained in the Report fairly presents, in all
            material respects, the financial condition and results of operations
            of the Company.

                                      /s/ Kennett F. Burnes
                                      ------------------------------------------
                                      Kennett F. Burnes
                                      Chairman and Chief Executive Officer
                                      August 8, 2005

                                      /s/ John A. Shaw
                                      ------------------------------------------
                                      John A. Shaw
                                      Executive Vice President and
                                      Chief Financial Officer
                                      August 8, 2005

                                      -44-

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