<SUBMISSION>
<ACCESSION-NUMBER>0001041061-02-000010
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>1
<PERIOD>20020625
<ITEMS>5
<FILING-DATE>20020701
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>YUM BRANDS INC
<CIK>0001041061
<ASSIGNED-SIC>5812
<IRS-NUMBER>133951308
<STATE-OF-INCORPORATION>NC
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>8-K
<ACT>34
<FILE-NUMBER>001-13163
<FILM-NUMBER>02692673
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>1441 GARDINER LANE
<CITY>LOUISVILLE
<STATE>KY
<ZIP>40213
<PHONE>5028748300
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>1900 COLONEL SANDERS LANE
<CITY>LOUISVILLE
<STATE>KY
<ZIP>40213
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>GREAT AMERICAN RESTAURANT CO
<DATE-CHANGED>19970618
</FORMER-COMPANY>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>TRICON GLOBAL RESTAURANTS INC
<DATE-CHANGED>19970627
</FORMER-COMPANY>
</FILER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>creditagmt.htm
<DESCRIPTION>JUNE 25, 2002, FORM 8K CREDIT AGREEMENT
<TEXT>

<HTML>
<head>
<title>Credit Agreement Filing</title></head>
<BODY>

<HR SIZE=5 NOSHADE><BR><BR>

<p ALIGN=CENTER><b><FONT SIZE=4>UNITED STATES<BR>
SECURITIES AND EXCHANGE COMMISSION</font></b><BR>
<font size=3>Washington, D.C. 20549</font><BR><BR>
<font size=4><b>FORM 8-K</b><BR><BR>
CURRENT REPORT</FONT><BR><BR>
<font size=3><b>Pursuant to Section 13 or 15(d) of the Securities Exchange Act
 of 1934<BR><BR>
Date of Report (Date of earliest event reported)</b><BR>
<b>June 28, 2002</b><BR><BR>
<b>Commission file number 1-13163</b></font><BR></p>

<HR SIZE=1 WIDTH=15% ALIGN=CENTER NOSHADE>

<p align=center><b><FONT SIZE=4>YUM! BRANDS, INC.</font></b><BR>
<font size=3>(Exact name of registrant as specified in its charter)</font><BR>
<BR>

<TABLE>
<TR VALIGN="BOTTOM">
     <TD align=center width=35%>North Carolina</Td>
<td width=40%>&nbsp;</td>
     <Td  align=center width=25%>13-3951308</Td></TR>
<TR VALIGN="TOP">
     <TD align=center ><HR Size=1 noshade width=85%></TD>
<td>&nbsp;</td>
     <TD align=center ><HR Size=1 noshade width=70%></TD></TR>
<TR VALIGN="TOP">
     <TD align=center >(State or other jurisdiction</TD>
<td>&nbsp;</td>
     <TD align=center >(IRS Employer</TD></TR>
<TR VALIGN="TOP">
     <TD align=center >of incorporation or organization)</TD>
<td>&nbsp;</td>
     <TD align=center > Identification No.)</TD></TR>
</TABLE><BR><BR>

<p align=center>1441 Gardiner Lane, Louisville, Kentucky&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;40213<BR>
(Address of principal executive offices)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(Zip Code)</p>

<BR>

<p align=center>Registrant's telephone number, including area code:&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;(502) 874-8300</p>

<BR>

<p align=center>Former name or former address, if changed since last report:
&nbsp;&nbsp;N/A</P>

<BR><BR>

<HR SIZE=5 NOSHADE>


<p>Item 5.&nbsp;<U>OTHER EVENTS</U></p>

<blockquote>On June 25, 2002, the Company closed on a new $1.4 billion three-year senior unsecured revolving credit facility (the "New Facility")
which replaced its old senior unsecured revolving credit facility and senior unsecured term loan facility which were scheduled to
mature on October 2, 2002.  A copy of the New Facility agreement is set forth as Exhibit 10.6 hereto.</blockquote>

<p>Item 7.&nbsp;<U>FINANCIAL STATEMENTS AND EXHIBITS</U></p>

<blockquote>(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Exhibits<BR><BR>

10.6&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Credit Agreement</blockquote>


<p align=center>2</p>

<HR SIZE=1 NOSHADE> <BR><BR>


<p ALIGN=CENTER><FONT SIZE=3>SIGNATURE</FONT></p>

<p align=left>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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 hereunto duly authorized.</p>


<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
<TD WIDTH="45%">&nbsp;</td>
<TD><U>YUM! BRANDS, INC.</u><BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(Registrant)<BR>
</TD></TR>
</TABLE>
<BR>
<BR><BR><BR>

<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
<TD WIDTH="45%">Date:&nbsp;&nbsp;June 28, 2002</td>
<TD><U>/s/&nbsp;&nbsp;&nbsp;&nbsp;Matthew M. Preston&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u><BR>
Vice President and Associate General Counsel

<BR>
</TD></TR>
</TABLE>

<p align=center>3</P>
<HR SIZE=1 NOSHADE><BR><BR>


<p align=right>Exhibit 10.6</P>
<HR size=5 noshade><BR><BR><BR>



<P ALIGN=CENTER>CREDIT AGREEMENT</P>

<P ALIGN=CENTER>dated as of</P><BR>


<P ALIGN=CENTER>June 25, 2002</P><BR>


<P ALIGN=CENTER>among</P><BR>


<P ALIGN=CENTER>YUM! BRANDS, INC.,</P><BR><BR>


<P ALIGN=CENTER>The Lenders Party Hereto,</P><BR>


<P ALIGN=CENTER>and</P><BR>


<P ALIGN=CENTER>JPMORGAN CHASE BANK,<BR>
as Administrative Agent,</P><BR>


<hr width=25% noshade>


<P align=center>CITICORP USA, INC.,<BR>
as Syndication Agent</P><BR><BR>



<P ALIGN=CENTER>JPMORGAN SECURITIES INC. and<BR>
 SALOMON SMITH BARNEY INC., <BR>
as Joint Lead Arrangers and Joint Bookruners</P>


<HR SIZE=5 NOSHADE><BR><BR>



<P ALIGN=CENTER>TABLE OF CONTENTS</P><BR><BR>

<p align=right><u>Page</U></p><BR><BR>


<table>

<tr valign="top">
<td width="30%"></td>
<td width="70%"><P ALIGN=CENTER>Article I <U>Definitions</u></P></td>
<td width="10%" align="center">&nbsp;</td></tr>

<tr valign="top">
<td width="10%">SECTION 1.01.  </td>
<td width="70%">Defined Terms</td>
<td>1</td>
</tr>

<tr valign="top">
<TD>SECTION 1.02.  </td>
<TD><U>Classification of Loans and Borrowings</U> </td>
<td>27</td>
</tr>

<tr valign="top">
<Td>SECTION 1.03.  </td>
<TD><U>Terms Generally </u></td>
<TD>27</td>
</tr>

<tr valign="top">
<Td>SECTION 1.04.  </td>
<TD><U>Accounting Terms; GAAP </u></td>
<TD>28</td>
</tr>

<tr valign="top">
<Td>&nbsp;</td>
<TD><P align=center>ARTICLE II <U>The Credits</u></p></TD>
<TD>&nbsp;</td>
</tr>

<tr valign="top">
<Td>SECTION 2.01.  </td>
<TD><U>Commitments</u></td>
<TD>28</td>
</tr>

<tr valign="top">
<Td>SECTION 2.02.  </td>
<TD><U>Loans and Borrowings</u></td>
<TD>28</td>
</tr>

<tr valign="top">
<Td>SECTION 2.03.</td>
<TD><U>Requests for Borrowings</u></td>
<TD>30</td>
</tr>

<tr valign="top">
<Td>SECTION 2.04.</td>
<TD><U>Competitive Bid Procedure</u></td>
<TD>31</td>
</tr>

<tr valign="top">
<Td>SECTION 2.05.</td>
<TD><U>Swingline Loans</u></td>
<TD>35</td>
</tr>

<tr valign="top">
<Td>SECTION 2.06.</td>
<TD><U>Letters of Credit</u></td>
<TD>37</td>
</tr>

<tr valign="top">
<Td>SECTION 2.07.</td>
<TD><U>Funding of Borrowings</u></td>
<TD>43</td>
</tr>

<tr valign="top">
<Td>SECTION 2.08.</td>
<TD><U>Interest Elections</u></td>
<TD>44</td>
</tr>

<tr valign="top">
<Td>SECTION 2.09.</td>
<TD><U>Termination and Reduction of Commitments</u></td>
<TD>46</td>
</tr>

<tr valign="top">
<Td>SECTION 2.10.</td>
<TD><U>Repayment of Loans; Evidence of Debt</u></td>
<TD>46</td>
</tr>

<tr valign="top">
<Td>SECTION 2.11.</td>
<TD><U>Prepayment of Loans</u></td>
<TD>48</td>
</tr>

<tr valign="top">
<Td>SECTION 2.12.</td>
<TD><U>Fees</u></td>
<TD>48</td>
</tr>

<tr valign="top">
<Td>SECTION 2.13.  </td>
<TD><U>Interest</u></td>
<TD>50</td>
</tr>

<tr valign="top">
<Td>SECTION 2.14.</td>
<TD><U>Alternate Rate of Interest</u></td>
<TD>51</td>
</tr>

<tr valign="top">
<Td>SECTION 2.15.</td>
<TD><U>Increased Costs</u></td>
<TD>52</td>
</tr>

<tr valign="top">
<Td>SECTION 2.16.</td>
<TD><U>Break Funding Payments</u></td>
<TD>53</td>
</tr>

<tr valign="top">
<Td>SECTION 2.17.</td>
<TD><U>Taxes</u></td>
<TD>54</td>
</tr>

<tr valign="top">
<Td>SECTION 2.18.</td>
<TD><U>Payments Generally; Pro Rata Treatment; Sharing of Setoffs</u></td>
<TD>55</td>
</tr>

<tr valign="top">
<Td>SECTION 2.19.  </td>
<TD><U>Mitigation Obligations; Replacement of Lenders</u></td>
<TD>58</td>
</tr>

<tr valign="top">
<Td>&nbsp;</td>
<TD><P align=center>ARTICLE III <U>Representations and Warranties</u></p></td>
<TD>&nbsp;</td>
</tr>

<tr valign="top">
<Td>SECTION 3.01.</td>
<TD><U>Organization; Powers</u></td>
<TD>59</td>
</tr>

<tr valign="top">
<Td>SECTION 3.02.</td>
<TD><U>Authorization; Enforceability</u></td>
<TD>59</td>
</tr>

<tr valign="top">
<Td>SECTION 3.03.</td>
<TD><U>Governmental Approvals; No Conflicts</u></td>
<TD>60</td>
</tr>

<tr valign="top">
<Td>SECTION 3.04.</td>
<TD><U>Financial Condition; No Material Adverse Change</u></td>
<TD>60</td>
</tr>

<tr valign="top">
<Td>SECTION 3.05.</td>
<TD><U>Properties</u></td>
<TD>61</td>
</tr>

<tr valign="top">
<Td>SECTION 3.06.</td>
<TD><U>Litigation and Environmental Matters</u></td>
<TD>61</td>
</tr>

<tr valign="top">
<Td>SECTION 3.07. </td>
<TD><U>Compliance with Laws and Agreements</u></td>
<TD>62</td>
</tr>

<tr valign="top">
<Td>SECTION 3.08.  </td>
<TD><U>Investment and Holding Company Status</u></td>
<TD>62</td>
</tr>

<tr valign="top">
<Td>SECTION 3.09.</td>
<TD><U>Taxes</u></td>
<TD>62</td>
</tr>

<tr valign="top">
<Td>SECTION 3.10.</td>
<TD><U>ERISA</u></td>
<TD>62</td>
</tr>

<tr valign="top">
<Td>SECTION 3.11.</td>
<TD><U>Disclosure</u></td>
<TD>63</td>
</tr>

<tr valign="top">
<Td>SECTION 3.12.</td>
<TD><U>Solvency</u></td>
<TD>63</td>
</tr>

<tr valign="top">
<Td>SECTION 3.13.  </td>
<TD><U>Initial Guarantors</u></td>
<TD>64</td>
</tr>


<tr valign="top">
<Td>&nbsp;</td>
<TD><p align=center>ARTICLE IV <U>Conditions</u></P></td>
<TD>&nbsp;</td>
</tr>

<tr valign="top">
<Td>SECTION 4.01.  </td>
<TD><U>Effective Date</u></td>
<TD>64</td>
</tr>

<tr valign="top">
<Td>SECTION 4.02.  </td>
<TD><U>Each Credit Event</u></td>
<TD>66</td>
</tr>

<tr valign="top">
<Td>&nbsp;</td>
<TD><p align=center>ARTICLE V <U>Affirmative Covenants</u></td>
<TD>&nbsp;</td>
</tr>

<tr valign="top">
<Td>SECTION 5.01. </td>
<TD><U>Financial Statements and Other Information</u></td>
<TD>67</td>
</tr>

<tr valign="top">
<Td>SECTION 5.02. </td>
<TD><U>Notices of Material Events</u></td>
<TD>69</td>
</tr>

<tr valign="top">
<Td>SECTION 5.03.</td>
<TD><U>Existence; Conduct of Business</u></td>
<TD>69</td>
</tr>

<tr valign="top">
<Td>SECTION 5.04.  </td>
<TD><U>Payment of Obligations</u></td>
<TD>69</td>
</tr>

<tr valign="top">
<Td>SECTION 5.05.  </td>
<TD><U>Maintenance of Properties; Insurance</u></td>
<TD>70</td>
</tr>

<tr valign="top">
<Td>SECTION 5.06.  </td>
<TD><U>Books and Records; Inspection Rights</u></td>
<TD>70</td>
</tr>

<tr valign="top">
<Td>SECTION 5.07. </td>
<TD><U>Compliance with Laws</u></td>
<TD>70</td>
</tr>

<tr valign="top">
<Td>SECTION 5.08.</td>
<TD><U>Use of Proceeds and Letters of Credit</u></td>
<TD>71</td>
</tr>

<tr valign="top">
<Td>SECTION 5.09.</td>
<TD><U>Principal Domestic Subsidiaries</u></td>
<TD>71</td>
</tr>

<tr valign="top">
<Td>&nbsp;</td>
<TD><p align=center>ARTICLE VI <U>Negative Covenants</u></p></td>
<TD>&nbsp;</td>
</tr>

<tr valign="top">
<Td>SECTION 6.01.  </td>
<TD><U>Subsidiary Indebtedness</u></td>
<TD>71</td>
</tr>

<tr valign="top">
<Td>SECTION 6.02.</td>
<TD><U>Liens</u></td>
<TD>72</td>
</tr>

<tr valign="top">
<Td>SECTION 6.03.  </td>
<TD><U>Fundamental Changes</u></td>
<TD>73</td>
</tr>

<tr valign="top">
<Td>SECTION 6.04.  </td>
<TD><U>Investments, Loans, Advances, Guarantees and Acquisitions</u></td>
<TD>74</td>
</tr>

<tr valign="top">
<Td>SECTION 6.05.  </td>
<TD><U>Hedging Agreements</u></td>
<TD>76</td>
</tr>

<tr valign="top">
<Td>SECTION 6.06.  </td>
<TD><U>Restricted Payments</u></td>
<TD>76</td>
</tr>

<tr valign="top">
<Td>SECTION 6.07.  </td>
<TD><U>Transactions with Affiliates</u></td>
<TD>77</td>
</tr>

<tr valign="top">
<Td>SECTION 6.08.  </td>
<TD><U>Restrictive Agreements</u></td>
<TD>77</td>
</tr>

<tr valign="top">
<Td>SECTION 6.09.  </td>
<TD><U>Issuances of Capital Stock by Subsidiaries</u></td>
<TD>78</td>
</tr>

<tr valign="top">
<Td>SECTION 6.10.  </td>
<TD><U>Leverage Ratio</u></td>
<TD>78</td>
</tr>

<tr valign="top">
<Td>SECTION 6.11.  </td>
<TD><U>Fixed Charge Coverage Ratio</u></td>
<TD>79</td>
</tr>

<tr valign="top">
<Td>SECTION 6.12.  </td>
<TD><U>Sale and Lease-Back Transactions</u></td>
<TD>79</td>
</tr>

<tr valign="top">
<Td>&nbsp;</td>
<TD><p align=center>ARTICLE VII <U>Events of Default</u></P></td>
<TD>&nbsp;</td>
</tr>

<tr valign="top">
<Td>SECTION 7.01.  </td>
<TD><U>Events of Default</u></td>
<TD>79</td>
</tr>

<tr valign="top">
<Td>SECTION 7.02.  </td>
<TD><U>Exclusion of Immaterial Subsidiaries</u></td>
<TD>83</td>
</tr>

<tr valign="top">
<Td>&nbsp;</td>
<TD><p align=center>ARTICLE VIII <U>The Administrative Agent</u></p></td>
<TD>&nbsp;</td>
</tr>

<tr valign="top">
<Td>&nbsp;</td>
<TD><p align=center>&nbsp;</td>
<TD>&nbsp;</td>
</tr>

<tr valign="top">
<Td>&nbsp;</td>
<TD><P ALIGN=CENTER>ARTICLE IX <u>Miscellaneous</U></P></td>
<TD>&nbsp;</td>
</tr>


<tr valign="top">
<Td>SECTION 9.01.  </td>
<TD><U>Notices</u></td>
<TD>86</td>
</tr>

<tr valign="top">
<Td>SECTION 9.02.  </td>
<TD><U>Waivers; Amendments</u></td>
<TD>87</td>
</tr>

<tr valign="top">
<Td>SECTION 9.03.  </td>
<TD><U>Expenses; Indemnity; Damage Waiver</u></td>
<TD>89</td>
</tr>

<tr valign="top">
<Td>SECTION 9.05.  </td>
<TD><U>Survival</u></td>
<TD>95</td>
</tr>

<tr valign="top">
<Td>SECTION 9.06.  </td>
<TD><U>Counterparts; Integration;  Effectiveness</u></td>
<TD>96</td>
</tr>

<tr valign="top">
<Td>SECTION 9.07.  </td>
<TD><U>Severability</u></td>
<TD>96</td>
</tr>

<tr valign="top">
<Td>SECTION 9.08.  </td>
<TD><U>Right of Setoff</u></td>
<TD>97</td>
</tr>

<tr valign="top">
<Td>SECTION 9.09.  </td>
<TD><U>Governing Law; Jurisdiction; Consent to Service of Process</u></td>
<TD>97</td>
</tr>

<tr valign="top">
<Td>SECTION 9.10.  </td>
<TD><U>WAIVER OF JURY TRIAL</u></td>
<TD>98</td>
</tr>

<tr valign="top">
<Td>SECTION 9.11.  </td>
<TD><U>Headings</u></td>
<TD>98</td>
</tr>

<tr valign="top">
<Td>SECTION 9.12.  </td>
<TD><U>Confidentiality</u></td>
<TD>98</td>
</tr>

<tr valign="top">
<Td>SECTION 9.13.  </td>
<TD><U>Interest Rate Limitation</u></td>
<TD>99</td>
</tr>

<tr valign="top">
<Td>SECTION 9.14.  </td>
<TD><U>Judgment Currency</u></td>
<TD>99</td>
</tr>

</TABLE>









<P>SCHEDULES:</P>

<P>Schedule A -- Initial Guarantors</P>

<P>Schedule 2.01 -- Commitments</P>

<P>Schedule 2.06 -- Existing Letters of Credit</P>

<P>Schedule 3.06 -- Disclosed Matters</P>

<P>Schedule 3.11 -- Disclosure</P>

<P>Schedule 6.02 -- Existing Liens</P>

<P>Schedule 6.08 -- Existing Restrictions</P>


<P>EXHIBITS:</P>

<P>Exhibit A -- Form of Assignment and Assumption</P>

<P>Exhibit B -- Form of Guarantee Agreement</P>

<P>Exhibit C-1 -- Form of Opinion of Mayer, Brown, Roe &amp; Maw</P>

<P>Exhibit C-2 -- Form of Opinion of Matthew Preston, Esq.</P>





<blockquote><blockquote>CREDIT AGREEMENT dated as of June 25, 2002, among YUM! BRANDS, INC.,
                           the LENDERS party hereto, JPMORGAN CHASE BANK, as Administrative Agent, and
                           CITICORP USA, INC., as Syndication Agent.</blockquote></blockquote>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The parties hereto agree as follows:</P>


<P ALIGN=CENTER>ARTICLE I</P>

<P ALIGN=CENTER><U>Definitions</u></P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 1.01. <U>Defined Terms.</u> As used in
this Agreement, the following terms have the meanings specified below:</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"ABR"</u>, when used in reference to any Loan or Borrowing,
refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest
at a rate determined by reference to the Alternate Base Rate.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Acquired Business"</u> means any Person, property, business
or asset acquired (or, as applicable, proposed to be acquired) by the Borrower or a
Subsidiary pursuant to a Permitted Acquisition.</P>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Adjusted EBITDA"</u> means, for any period, the
Consolidated EBITDA of the Borrower for such period, adjusted (a) to include (to the
extent not otherwise included) the Consolidated EBITDA of any Acquired Business acquired
during such period (and, solely for purposes of determining whether a proposed
acquisition is a Permitted Acquisition pursuant to clause (d) of the definition of the
term Permitted Acquisition, any Acquired Business that, at the time of calculation of
Adjusted EBITDA for such purpose, has been acquired subsequent to the end of such period
and prior to such time as well as that proposed to be acquired) pursuant to a Permitted
Acquisition and not subsequently sold, transferred or otherwise disposed of during such
period (or, solely for purposes of determining whether a proposed acquisition is a
Permitted Acquisition, subsequent to the end of such period and prior to such time),
based on the actual Consolidated EBITDA of such Acquired Business for such period
(including the portion thereof attributable to such period prior to the date of
acquisition of such Acquired Business) and (b) to exclude the Consolidated EBITDA of any
Sold Business sold, transferred or otherwise</p><BR><BR>


<HR SIZE=1 NOSHADE>

<P> disposed of during such period (and, solely
for purposes of determining whether a proposed acquisition is a Permitted Acquisition
pursuant to clause (d) of the definition of the term Permitted Acquisition, any Sold
Business that, at the time of calculation of Adjusted EBITDA for such purpose, has been
sold, transferred or otherwise disposed of subsequent to the end of such period and prior
to such time), based on the actual Consolidated EBITDA of such Sold Business for such
period (including the portion thereof attributable to such period prior to the date of
sale, transfer or disposition of such Sold Business). For purposes of calculating
Adjusted EBITDA for any period, the portion of the Consolidated EBITDA of any Acquired
Business that is to be included in Adjusted EBITDA for such period that is attributable
to the period prior to the date of acquisition of such Acquired Business shall be
determined as though all net income of such Acquired Business for such period was
distributed to the holders of the Equity Interests of such Acquired Business ratably.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Adjusted LIBO Rate"</u> means, with respect to any
Eurodollar Borrowing for any Interest Period, an interest rate per annum (rounded
upwards, if necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such
Interest Period multiplied by (b) the Statutory Reserve Rate.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Administrative Agent"</u> means JPMorgan Chase Bank, in its
capacity as administrative agent for the Lenders hereunder.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Administrative Questionnaire"</u> means an Administrative
Questionnaire in a form supplied by the Administrative Agent.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Affiliate"</u> means, with respect to a specified Person,
another Person that directly, or indirectly through one or more intermediaries, Controls
or is Controlled by or is under common Control with the Person specified.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Alternate Base Rate"</u> means, for any day, a rate per
annum equal to the greatest of (a) the Prime Rate in effect on such day and (b) the
Federal Funds Effective Rate in effect on such day plus 1/2 of 1%. Any change in the
Alternate Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate
shall be effective from and including the effective date of such change in the Prime Rate
or the Federal Funds Effective Rate, respectively.</P>
<BR><BR>

<P ALIGN=CENTER>2</P>
<HR SIZE=1 NOSHADE><BR><BR>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Alternative Currency"</u> means any currency other than
dollars which is freely transferable and convertible into dollars.</P>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Applicable Percentage"</u> means, with respect to any
Lender, the percentage of the total Commitments represented by such Lender's Commitment.
If the Commitments have terminated or expired, the Applicable Percentages shall be
determined based upon the Commitments most recently in effect, giving effect to any
assignments.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Applicable Rate"</u> means, for any day, with respect to
any Eurodollar Revolving Loan or ABR Revolving Loan, or with respect to the facility fees
payable hereunder, as the case may be, the applicable rate per annum set forth below
under the caption "Eurodollar Revolving Spread", "ABR Revolving Spread" or "Facility Fee
Rate", as the case may be, based upon the Leverage Ratio as of the most recent
determination date; <U>provided</U> that until the first determination date that occurs after
December 31, 2002, the Applicable Rate shall not be less than the Applicable Rate that
would apply under Category 3:</P>

<pre>
=================================================================================
                                 Eurodollar        ABR             Facility Fee
             Leverage Ratio   Revolving Spread  Revolving Spread       Rate
---------------------------------------------------------------------------------
Category 1   <U>&#155;</u>1.5 to 1.0         0.80%           0.00%               0.20%
---------------------------------------------------------------------------------
Category 2   <U>&#155;</U>1.5 to 1.00       1.025%           0.25%              0.225%
             &#139;1.75 to 1.0
---------------------------------------------------------------------------------
Category 3   <U>&#155;</u>1.75 to 1.00       1.25%           0.25%               0.25%
             &#139;2.25 to 1.0
---------------------------------------------------------------------------------
Category 4   <U>&#155;</u>2.25 to 1.00       1.45%           0.45%               0.30%
             &#139;2.75 to 1.0
---------------------------------------------------------------------------------
Category 5   <U>&#155;</U>2.75 to 1.0        1.65%           0.65%               0.35%
=================================================================================
</pre>



<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For purposes of the foregoing, (i) the Leverage Ratio
shall be determined as of the end of each fiscal quarter of the Borrower's fiscal year
based upon the Borrower's consolidated financial statements delivered pursuant to Section 5.01(a)
or (b); and (ii) each change in the Applicable Rate resulting from a change in the
Leverage Ratio shall be effective during the period commencing on and</p><BR><BR>


<P ALIGN=CENTER>3</P>
<HR SIZE=1 NOSHADE><BR><BR>

<P>including the date
of delivery to the Administrative Agent of such consolidated financial statements
indicating such change and ending on the date immediately preceding the effective date of
the next change in the Applicable Rate; <U>provided</U> that the Leverage Ratio shall be deemed
to be based on Category 5 (A) at any time that an Event of Default (other than an Event
of Default of the type set forth in clause (e) or (h) of Section 7.01) has occurred and
is continuing or (B) if the Borrower fails to deliver the consolidated financial
statements required to be delivered by it pursuant to Section 5.01(a) or (b), during the
period from the expiration of the time for delivery thereof until (but excluding the date
that) such consolidated financial statements are delivered.</P>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Approved Fund"</u> has the meaning assigned to such term in
Section 9.04.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Arrangers"</u> means JPMorgan Securities Inc. and Salomon
Smith Barney Inc., in their capacities as arrangers hereunder.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Assignment and Assumption"</u> means an assignment and
assumption entered into by a Lender and an assignee (with the consent of any party whose
consent is required by Section 9.04), and accepted by the Administrative Agent, in the
form of Exhibit A or any other form approved by the Administrative Agent.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Availability Period"</u> means the period from and
including the Effective Date to but excluding the earlier of the Maturity Date and the
date of termination of the Commitments.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Board"</u> means the Board of Governors of the Federal
Reserve System of the United States of America.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Borrower"</u> means YUM! Brands, Inc., a North Carolina
corporation.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Borrowing"</u> means (a) Revolving Loans of the same Type,
made, converted or continued on the same date and, in the case of Eurodollar Loans, as to
which a single Interest Period is in effect, (b) a Competitive Loan or group of
Competitive Loans of the same Type made on the same date and as to which a single
Interest Period is in effect or (c) a Swingline Loan.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Borrowing Request"</u> means a request by the Borrower for
a Borrowing in accordance with Section 2.03.</P>

<BR><BR>
<P ALIGN=CENTER>4</P>
<HR SIZE=1 NOSHADE><BR><BR>



<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Business Day"</u> means any day that is not a Saturday,
Sunday or other day on which commercial banks in New York City are authorized or required
by law to remain closed; <U>provided</U> that, when used in connection with a Eurodollar Loan,
the term "<U>Business Day</U>" shall also exclude any day on which banks are not open for
dealings in dollar deposits in the London interbank market.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Capital Expenditures"</u> means, for any period, (a) the
additions to property, plant and equipment and other capital expenditures of the Borrower
and its Included Subsidiaries that are (or would be) set forth in a consolidated
statement of cash flows of the Borrower for such period prepared in accordance with GAAP
(except for the exclusion of Excluded Subsidiaries) and (b) Capital Lease Obligations
incurred by the Borrower and its Included Subsidiaries during such period; <U>provided</U> that
consideration paid for Permitted Acquisitions shall not be construed to constitute
Capital Expenditures.</P>

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

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Change in Control"</u> means (a) the acquisition of
ownership, directly or indirectly, beneficially or of record, by any Person or group
(within the meaning of the Securities Exchange Act of 1934 and the rules of the
Securities and Exchange Commission thereunder as in effect on the date hereof) of shares
representing more than 25% of the aggregate ordinary voting power represented by the
issued and outstanding capital stock of the Borrower; (b) occupation of a majority of the
seats (other than vacant seats) on the board of directors of the Borrower by Persons who
were neither (i) nominated by the board of directors of the Borrower nor (ii) appointed
by directors so nominated; or (c) the acquisition of direct or indirect Control of the
Borrower by any Person or group.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Change in Law"</u> means (a) the adoption of any law, rule
or regulation after the date of this Agreement, (b) any change in any law, rule or
regulation or in the interpretation or application thereof by any Governmental Authority
after the date of this Agreement or (c) compliance by any Lender or any Issuing Bank (or,
for purposes of</P><BR><BR>

<P ALIGN=CENTER>5</P>
<HR SIZE=1 NOSHADE><BR><BR>


<P>Section 2.15(b), by any lending office of such Lender or by such Lender's
or such Issuing Bank's holding company, if any) with any request, guideline or directive
(whether or not having the force of law) of any Governmental Authority made or issued
after the date of this Agreement that would be complied with by similarly situated banks
acting reasonably.</P>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Class"</u>, when used in reference to any Loan or
Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are
Revolving Loans, Competitive Loans or Swingline Loans.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"CLO"</u> has the meaning assigned to such term in Section
9.04.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Code"</u> means the Internal Revenue Code of 1986, as
amended from time to time.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Commitment"</u> means, with respect to each Lender, the
commitment, if any, of such Lender to make Revolving Loans and to acquire participations
in Letters of Credit and Swingline Loans hereunder, expressed as an amount representing
the maximum aggregate amount of such Lender's Revolving Credit Exposure hereunder, as
such commitment may be (a) reduced from time to time pursuant to Section 2.09 and (b)
reduced or increased from time to time pursuant to assignments by or to such Lender
pursuant to Section 9.04. The initial amount of each Lender's Commitment is set forth on
Schedule 2.01, or in the Assignment and Assumption pursuant to which such Lender shall
have assumed its Commitment, as applicable. The initial aggregate amount of the Lenders'
Commitments is $1,400,000,000.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Competitive Bid"</u> means an offer by a Lender to make a
Competitive Loan in accordance with Section 2.04.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Competitive Bid Rate"</u> means, with respect to any
Competitive Bid, the Margin or the Fixed Rate, as applicable, offered by the Lender
making such Competitive Bid.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Competitive Bid Request"</u> means a request by the
Borrower for Competitive Bids in accordance with Section 2.04.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Competitive Loan"</u> means a Loan made pursuant to Section
2.04.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Consolidated EBITDA"</u> means, for any Person for any
period, Consolidated Net Income of such</P><BR><BR>

<P ALIGN=CENTER>6</P>
<HR SIZE=1 NOSHADE><BR><BR>


<P> Person for such period, plus, without duplication
and to the extent deducted from revenues in determining such Consolidated Net Income, the
sum of (a) the aggregate amount of Consolidated Interest Expense of such Person for such
period, (b) the aggregate amount of income tax expense of such Person for such period, (c) all
amounts attributable to depreciation and amortization of such Person for such period, (d) all
non-cash charges and non-cash losses of such Person during such period and (e) all losses
from the sale of assets outside the ordinary course of business of such Person during
such period and minus, without duplication and to the extent added to revenues in
determining such Consolidated Net Income for such period, all gains from the sale of
assets outside the ordinary course of business of such Person during such period, all as
determined on a consolidated basis with respect to such Person and its subsidiaries in
accordance with GAAP (except, in the case of the Borrower, for the exclusion of Excluded
Subsidiaries). Unless the context otherwise requires, references to "Consolidated EBITDA"
are to Consolidated EBITDA of the Borrower and the Included Subsidiaries.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Consolidated EBITDAR"</u> means, for any Person for any
period, the sum of Consolidated EBITDA of such Person for such period and Rental Expense
of such Person for such period. Unless the context otherwise requires, references to
"Consolidated EBITDAR" are to Consolidated EBITDAR of the Borrower and the Included
Subsidiaries.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Consolidated Indebtedness"</u> means, as of any date of
determination, without duplication (a) the aggregate principal amount of Indebtedness of
the Borrower and the Included Subsidiaries outstanding as of such date (including
Indebtedness of Excluded Subsidiaries to the extent Guaranteed by the Borrower or any
Included Subsidiary), plus (b) the Securitization Amount as of such date, minus (c) the
aggregate amount of cash and Permitted Investments (other than any cash and Permitted
Investments that are subject to a Lien) owned by the Borrower and the Included
Subsidiaries as of such date, determined on a consolidated basis in accordance with GAAP
(except for the exclusion of Excluded Subsidiaries); <U>provided</U> that, for purposes of this
definition, the term "Indebtedness" shall exclude obligations as an account party in
respect of letters of credit to the extent that such letters of credit have not been
drawn upon.</P>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Consolidated Interest Expense"</u> means, for any Person
for any period, the interest expense, both expensed and capitalized (including the
interest component in respect of Capital Lease Obligations), accrued or paid by such</p><BR><BR>


<P ALIGN=CENTER>7</P>
<HR SIZE=1 NOSHADE><BR><BR>


<p>Person during such period, determined on a consolidated basis with respect to such Person
and its Subsidiaries in accordance with GAAP (except, in the case of the Borrower, for
the exclusion of Excluded Subsidiaries); <U>provided</u> that interest expense of an Excluded
Subsidiary shall be deemed to be interest expense of the Borrower to the extent such
interest expense relates to Indebtedness to the extent Guaranteed by the Borrower or an
Included Subsidiary. Unless the context otherwise requires, references to "Consolidated
Interest Expense" are to Consolidated Interest Expense of the Borrower and the Included
Subsidiaries.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Consolidated Net Income"</u> means, for any Person for any
period, net income or loss of such Person for such period determined on a consolidated
basis with respect to such Person and its subsidiaries in accordance with GAAP; <U>provided</u>
that, in the case of the Borrower, there shall be excluded (a) the income of any Person
(other than a Foreign Subsidiary) in which any other Person (other than the Borrower or
any Domestic Subsidiary or any director holding qualifying shares in compliance with
applicable law) has a joint interest, except to the extent of the Attributable Income (as
defined below) of such Person, (b) the income of any Excluded Subsidiary, except to the
extent of the amount of dividends or other distributions (including distributions made as
a return of capital or repayment of principal of advances) actually paid to the Borrower
or any Included Subsidiaries by such Excluded Subsidiary during such period, (c) the
income (or loss) of any Person accrued prior to the date it becomes a Subsidiary or is
merged into or consolidated with the Borrower or any of the Subsidiaries or the date such
Person's assets are acquired by the Borrower or any of the Subsidiaries and (d) for
purposes of Section 6.06, without duplication and to the extent added to or subtracted
from revenues in determining net income or loss for such period, all non-cash
extraordinary items during such period, as determined on a consolidated basis for the
Borrower and the Subsidiaries in accordance with GAAP. Unless the context otherwise
requires, references to "Consolidated Net Income" are to Consolidated Net Income of the
Borrower and the Included Subsidiaries. For purposes hereof, "Attributable Income" means,
for any period, (i) in the case of any Domestic Subsidiary at least 90% of the Equity
Interests in which are owned (directly or indirectly) by the Borrower, a portion of the
net income of such Subsidiary for such period equal to the Borrower's direct or indirect
ownership percentage of the Equity Interests of such Subsidiary or (ii) in the case of
any Domestic Subsidiary less than 90% of the Equity Interests in which are owned
(directly or indirectly) by the Borrower, the amount of dividends or other distributions (including</p><BR><BR>

<P ALIGN=CENTER>8</P>
<HR SIZE=1 NOSHADE><BR><BR>


<p> distributions made as a return of capital or repayment of principal of
advances) actually paid by such Subsidiary to the Borrower or a wholly owned Domestic
Subsidiary.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Consolidated Net Tangible Assets"</u> means, with respect
to the Borrower as of any date, the total amount of assets (less applicable valuation
allowances) after deducting (a) all current liabilities (excluding (i) the amount of
liabilities which are by their terms extendable or renewable at the option of the obligor
to a date more than 12 months after the date as of which the amount is being determined,
(ii) the current portion of long-term Indebtedness and (iii) Loans outstanding hereunder)
and (b) all goodwill, tradenames, trademarks, patents, unamortized debt discount and
expense and other like intangible assets, all as set forth on the most recent balance
sheet of the Borrower and its consolidated Subsidiaries included in financial statements
of the Borrower delivered to the Administrative Agent on or prior to such date of
determination pursuant to clause (a) or (b) of Section 5.01 and determined on a
consolidated basis in accordance with GAAP.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Control"</u> means the possession, directly or indirectly,
of the power to direct or cause the direction of the management or policies of a Person,
whether through the ability to exercise voting power, by contract or otherwise.
<U>"Controlling"</U> and <U>"Controlled"</u> have meanings correlative thereto.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Default"</u> means any event or condition which constitutes
an Event of Default or which upon notice, lapse of time or both would, unless cured or
waived, become an Event of Default.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Disclosed Matters"</u> means the actions, suits and
proceedings and the environmental matters disclosed in Schedule 3.06.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Dollar Amount"</u> means, in relation to any Competitive
Borrowing denominated in an Alternative Currency, the amount designated by the Borrower
as the dollar amount of such Competitive Borrowing in the Competitive Bid Request for
such Borrowing, subject to Section 2.04(g).</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"dollars"</u> or <U>"$"</u> refers to lawful money of the United
States of America.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Domestic Subsidiary"</u> means a Subsidiary that is not a
Foreign Subsidiary.</P>

<BR><BR>
<P ALIGN=CENTER>9</P>
<HR SIZE=1 NOSHADE><BR><BR>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Effective Date"</u> means the date on which the conditions
specified in Section 4.01 are satisfied (or waived in accordance with Section 9.02).</P>



<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Environmental Laws"</u> means all laws, rules, regulations,
codes, ordinances, orders, decrees, judgments, injunctions or binding agreements issued,
promulgated or entered into by any Governmental Authority, relating in any way to the
environment, preservation or reclamation of natural resources, the management, release or
threatened release of any Hazardous Material or to health and safety matters.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Environmental Liability"</u> means any liability,
contingent or otherwise (including any liability for damages, costs of environmental
remediation, fines, penalties or indemnities), of the Borrower or any Subsidiary 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.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Equity Interests"</u> means shares of capital stock,
partnership interests, membership interests in a limited liability company, beneficial
interests in a trust or other equity ownership interests in a Person, and any warrants,
options or other rights entitling the holder thereof to purchase or acquire any such
equity interests.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Equivalent Amount"</u> means, in connection with the
determination of the amount of a Competitive Loan to be made in an Alternative Currency
in relation to the Dollar Amount of such Loan, the amount of such Alternative Currency
converted from such Dollar Amount at the spot buying rate of the Lender that is to make
such Loan (based on the London interbank market rate then prevailing) for dollars against
such Alternative Currency as of approximately 9:00 a.m., New York City time, three
Business Days before such date.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"ERISA"</u> means the Employee Retirement Income Security
Act of 1974, as amended from time to time.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"ERISA Affiliate"</U> means any trade or business (whether
or not incorporated) that, together with the Borrower, is treated as a single employer
under</p><BR><BR>

<P ALIGN=CENTER>10</P>
<HR SIZE=1 NOSHADE><BR><BR>


<p> Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA
and Section 412 of the Code, is treated as a single employer under Section 414 of the
Code.</P>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"ERISA Event"</u> means (a) any "reportable event", as
defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a
Plan (other than an event for which the 30-day notice period is waived); (b) the
existence with respect to any Plan of an "accumulated funding deficiency" (as defined in
Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the filing
pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a
waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by
the Borrower or any of its ERISA Affiliates of any liability under Title IV of ERISA with
respect to the termination of any Plan; (e) the receipt by the Borrower or any ERISA
Affiliate from the PBGC or a plan administrator of any notice relating to an intention to
terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the
incurrence by the Borrower or any of its ERISA Affiliates of any liability with respect
to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g) the
receipt by the Borrower or any ERISA Affiliate of any notice, or the receipt by any
Multiemployer Plan from the Borrower or any ERISA Affiliate of any notice, concerning the
imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is
expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Eurodollar"</u>, when used in reference to any Loan or
Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are
bearing interest at a rate determined by reference to the Adjusted LIBO Rate (or, in the
case of a Competitive Loan, the LIBO Rate).</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Event of Default"</u> has the meaning assigned to such term
in Article VII.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Excluded Subsidiary"</u> means a Foreign Subsidiary of
which securities or other ownership interests representing less than 80% of the
outstanding capital stock or other equity interests, as the case may be, are, at the time
any determination is being made, beneficially owned, whether directly or indirectly, by
the Borrower.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Excluded Taxes"</u> means, with respect to the
Administrative Agent, any Lender, any Issuing Bank or any other recipient of any payment
to be made by or on account of any obligation of the Borrower hereunder, (a) income or</p>

<BR><BR>
<P ALIGN=CENTER>11</P>
<HR SIZE=1 NOSHADE><BR><BR>



<P>franchise taxes imposed on (or measured by) its net income by the United States of
America, or by the jurisdiction under the laws of which such recipient is organized or in
which its principal office is located or, in the case of any Lender, in which its
applicable lending office is located, (b) any branch profits taxes imposed by the United
States of America or any similar tax imposed by any other jurisdiction in which the
Borrower is located and (c) in the case of a Foreign Lender (other than an assignee
pursuant to a request by the Borrower under Section 2.19(b)), any withholding tax that is
imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes
a party to this Agreement (or designates a new lending office) or is attributable to such
Foreign Lender's failure to comply with Section 2.17(e), except to the extent that such
Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a
new lending office (or assignment), to receive additional amounts from the Borrower with
respect to such withholding tax pursuant to Section 2.17(a).</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Existing Credit Agreement"</u> means the Credit Agreement
dated as of October 2, 1997, as amended, among the Borrower, the lenders party thereto
and JPMorgan Chase Bank, as administrative agent.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Existing Letters of Credit"</u> means each letter of credit
previously issued for the account of the Borrower or a Subsidiary that (a) is outstanding
under the Existing Credit Agreement on the Effective Date and (b) is listed on Schedule 2.06.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Federal Funds Effective Rate"</u> means, for any day, the
weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on
overnight Federal funds transactions with members of the Federal Reserve System arranged
by Federal funds brokers, as published on the next succeeding Business Day by the Federal
Reserve Bank of New York, or, if such rate is not so published for any day that is a
Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the
quotations for such day for such transactions received by the Administrative Agent from
three Federal funds brokers of recognized standing selected by it.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Financial Officer"</u> means the chief financial officer,
principal accounting officer, treasurer or controller of the Borrower.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Fixed Charge Coverage Ratio"</u> means, for any period, the
ratio of (i) Consolidated EBITDAR of the Borrower for such</p><BR><BR>

<P ALIGN=CENTER>12</P>
<HR SIZE=1 NOSHADE><BR><BR>


<p> period minus Capital
Expenditures for such period to (ii) the sum of Consolidated Interest Expense of the
Borrower for such period plus Rental Expense of the Borrower for such period.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Fixed Rate"</u> means, with respect to any Competitive Loan
(other than a Eurodollar Competitive Loan), the fixed rate of interest per annum
specified by the Lender making such Competitive Loan in its related Competitive Bid.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Fixed Rate Loan"</u> means a Competitive Loan bearing
interest at a Fixed Rate.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Foreign Lender"</u> means any Lender that is organized
under the laws of a jurisdiction other than that in which the Borrower is located. For
purposes of this definition, the United States of America, each State thereof and the
District of Columbia shall be deemed to constitute a single jurisdiction.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Foreign Subsidiary"</u> means a Subsidiary organized under
the laws of a jurisdiction other than the United States of America, any State thereof or
the District of Columbia.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"GAAP"</U> means generally accepted accounting principles in
the United States of America.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Governmental Authority"</u> means the government of the
United States of America, any other nation or 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.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Guarantee"</u> of or by any Person (the "<U>guarantor</u>") means
any obligation, contingent or otherwise, of the guarantor guaranteeing or having the
economic effect of guaranteeing any Indebtedness or other obligation of any other Person
(the "<U>primary obligor</u>") in any manner, whether directly or indirectly, and including any
obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or
supply funds for the purchase or payment of) such Indebtedness or other obligation or to
purchase (or to advance or supply funds for the purchase of) any security for the payment
thereof, (b) to purchase or lease property, securities or services for the purpose of
assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to
maintain working capital, equity capital or any other financial statement condition or
liquidity of the primary obligor so as to enable the primary obligor to pay</p><BR><BR>

<P ALIGN=CENTER>13</P>
<HR SIZE=1 NOSHADE><BR><BR>


<p> such
Indebtedness or other obligation or (d) as an account party in respect of any letter of
credit or letter of guaranty issued to support such Indebtedness or obligation; <U>provided</u> that the term Guarantee shall not include endorsements for collection or deposit in the
ordinary course of business.</P>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Guarantee Agreement"</u> means the Guarantee Agreement
substantially in the form of Exhibit B among the Borrower, the Guarantors and the
Administrative Agent.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Guarantors"</U> means the Initial Guarantors and any other
Subsidiaries that become parties to the Guarantee Agreement.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Hazardous Materials"</u> 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.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Hedging Agreement"</U> means any interest rate protection
agreement, foreign currency exchange agreement or other interest or currency exchange
rate hedging arrangement.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Included Subsidiary"</u> means any Subsidiary that is not
an Excluded Subsidiary.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Indebtedness"</U> of any Person means, without duplication,
(a) all obligations of such Person for borrowed money or with respect to deposits or
advances of any kind, (b) all obligations of such Person evidenced by bonds, debentures,
notes or similar instruments, (c) all obligations of such Person upon which interest
charges are customarily paid, (d) all obligations of such Person under conditional sale
or other title retention agreements relating to property acquired by such Person, (e) all
obligations of such Person in respect of the deferred purchase price of property or
services (excluding accounts payable incurred in the ordinary course of business), (f) all
Indebtedness of others secured by (or for which the holder of such Indebtedness has an
existing right, contingent or otherwise, to be secured by) any Lien on property owned or
acquired by such Person, whether or not the Indebtedness secured thereby has been
assumed, (g) all Guarantees by such Person of outstanding Indebtedness of others (other
than Guarantees of contingent lease payments related to sales of restaurants by the
Borrower and the</p><BR><BR>

<P ALIGN=CENTER>14</P>
<HR SIZE=1 NOSHADE><BR><BR>


<p>Subsidiaries or their predecessors in interest (howsoever effected)), (h) all
Capital Lease Obligations of such Person, (i) all obligations, contingent or otherwise,
of such Person as an account party in respect of letters of credit and letters of
guaranty and (j) all obligations, contingent or otherwise, of such Person in respect of
bankers' acceptances; <U>provided</u> that obligations under the Separation Agreement with
respect to post-closing adjustments, and obligations under the Tax Separation Agreement,
shall not be construed to constitute "Indebtedness". The Indebtedness of any Person shall
include the Indebtedness of any other entity (including any partnership in which such
Person is a general partner) to the extent such Person is liable therefor as a result of
such Person's ownership interest in or other relationship with such entity, except to the
extent the terms of such Indebtedness provide that such Person is not liable therefor.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Indemnified Taxes"</u> means Taxes other than Excluded
Taxes.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Index Debt"</U> means senior, unsecured, long-term
indebtedness for borrowed money of the Borrower that is not guaranteed by any other
Person or subject to any other credit enhancement (regardless of whether there is any
such indebtedness outstanding).</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Information Memorandum"</U> means the Confidential
Information Memorandum dated May, 2002, relating to the Borrower and the Transactions.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Initial Guarantors"</U> means the Subsidiaries listed on
Schedule A.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Interest Election Request"</U> means a request by the
Borrower to convert or continue a Borrowing in accordance with Section 2.08.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Interest Payment Date"</U> means (a) with respect to any
ABR Loan (other than a Swingline Loan), the last day of each March, June, September and
December, (b) with respect to any Eurodollar Loan, the last day of the Interest Period
applicable to the Borrowing of which such Loan is a part and, in the case of a Eurodollar
Borrowing with an Interest Period of more than three months' duration, each day prior to
the last day of such Interest Period that occurs at intervals of three months' duration
after the first day of such Interest Period, (c) with respect to any Fixed Rate Loan, the
last day of the Interest Period applicable to the Borrowing of which such Loan is a part
and, in the case of a</P><BR><BR>

<P ALIGN=CENTER>15</P>
<HR SIZE=1 NOSHADE><BR><BR>


<P> Fixed Rate Borrowing with an Interest Period of more than 90 days'
duration (unless otherwise specified in the applicable Competitive Bid Request), each day
prior to the last day of such Interest Period that occurs at intervals of 90 days'
duration after the first day of such Interest Period, and any other dates that are
specified in the applicable Competitive Bid Request as Interest Payment Dates with
respect to such Borrowing and (d) with respect to any Swingline Loan, the day that such
Loan is required to be repaid.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Interest Period"</U> means (a) with respect to any
Eurodollar Borrowing, the period commencing on the date of such Borrowing and ending on
the numerically corresponding day in the calendar month that is one, two, three or six months
thereafter, as the Borrower may elect, and (b) with respect to any Fixed Rate Borrowing,
the period (which shall not be less than one day or more than 360 days) commencing on the
date of such Borrowing and ending on the date specified in the applicable Competitive Bid
Request; <U>provided</U>, that (i) if any Interest Period would end on a day other than a
Business Day, such Interest Period shall be extended to the next succeeding Business Day
unless, in the case of a Eurodollar Borrowing only, such next succeeding Business Day
would fall in the next calendar month, in which case such Interest Period shall end on
the next preceding Business Day and (ii) any Interest Period pertaining to a Eurodollar
Borrowing that commences on the last Business Day of a calendar month (or on a day for
which there is no numerically corresponding day in the last calendar month of such
Interest Period) shall end on the last Business Day of the last calendar month of such
Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date
on which such Borrowing is made and, in the case of a Revolving Borrowing, thereafter
shall be the effective date of the most recent conversion or continuation of such
Borrowing.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Issuing Bank"</U> means, as the context may require, (a) JPMorgan
Chase Bank, with respect to Letters of Credit issued by it, (b) any other Lender that
becomes an Issuing Bank pursuant to Sections 2.06(j), with respect to Letters of Credit
issued by it, and (c) any Person that has issued an Existing Letter of Credit, with
respect to such Existing Letter of Credit and, in each case, its successors in such
capacity as provided in Section 2.06(i). An Issuing Bank may, in its discretion, arrange
for one or more Letters of Credit to be issued by Affiliates of such Issuing Bank, in
which case the term "Issuing Bank" shall include any such Affiliate with respect to
Letters of Credit issued by such Affiliate.</P>
<BR><BR>

<P ALIGN=CENTER>16</P>
<HR SIZE=1 NOSHADE><BR><BR>




<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"LC Disbursement"</u> means a payment made by an Issuing
Bank pursuant to a Letter of Credit.</P>



<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"LC Exposure"</u> means, at any time, the sum of (a) the
aggregate undrawn amount of all outstanding Letters of Credit at such time plus (b) the
aggregate amount of all LC Disbursements that have not yet been reimbursed by or on
behalf of the Borrower at such time. The LC Exposure of any Lender at any time shall be
its Applicable Percentage of the total LC Exposure at such time.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Lenders"</u> means the Persons listed on Schedule 2.01 and
any other Person that shall have become a party hereto pursuant to an Assignment and
Assumption, other than any such Person that ceases to be a party hereto pursuant to an
Assignment and Assumption. Unless the context otherwise requires, the term "Lenders"
includes the Swingline Lender.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Letter of Credit"</u> means any letter of credit issued by
an Issuing Bank pursuant to this Agreement. As of the Effective Date, each Existing
Letter of Credit shall constitute a Letter of Credit as though issued pursuant to this
Agreement on the Effective Date.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Leverage Ratio"</U> means, on any date, the ratio of (a)
Consolidated Indebtedness as of such date to (b) Adjusted EBITDA for the period of four
consecutive fiscal quarters of the Borrower ended on such date (or, if such date is not
the last day of a fiscal quarter, ended on the last day of the fiscal quarter of the
Borrower most recently ended prior to such date).</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"LIBO Rate"</U> means, with respect to any Eurodollar
Borrowing for any Interest Period, the rate appearing on Page 3750 of Dow Jones Market
Service (or on any successor or substitute page of such service, or any successor to or
substitute for such service, providing rate quotations comparable to those currently
provided on such page of such service, as determined by the Administrative Agent from
time to time for purposes of providing quotations of interest rates applicable to dollar
deposits in the London interbank market) at approximately 11:00 a.m., London time, two
Business Days prior to the commencement of such Interest Period, as the rate for dollar
deposits with a maturity comparable to such Interest Period. In the event that such rate
is not available at such time for any reason, then the <U>"LIBO Rate"</U> with respect to such
Eurodollar Borrowing for such Interest Period shall be the rate at which dollar deposits
of $5,000,000 and for a maturity comparable to such</P><BR><BR>

<P ALIGN=CENTER>17</P>
<HR SIZE=1 NOSHADE><BR><BR>


<P> Interest Period are offered by the
principal London office of the Administrative Agent in immediately available funds in the
London interbank market at approximately 11:00 a.m., London time, two Business Days prior
to the commencement of such Interest Period.</P>




<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Lien"</U> means, with respect to any asset, (a) any
mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security
interest in, on or of such asset, (b) the interest of a vendor or a lessor under any
conditional sale agreement, capital lease or title retention agreement (or any financing
lease having substantially the same economic effect as any of the foregoing) relating to
such asset and (c) in the case of securities, any purchase option, call or similar right
of a third party (other than any such rights of a financial institution under repurchase
agreements described in clause (d) of the definition of "Permitted Investments" entered
into with such financial institution) with respect to such securities.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Lien Basket Amount"</U> means, at any time, the sum of (a)
the Securitization Amount at such time, plus (b) the aggregate principal amount of
obligations (including contingent obligations, in the case of Guarantees or letters of
credit) at such time secured by Liens permitted under clause (h) of Section 6.02, plus
(c) the fair market value of all property sold or transferred after the Effective Date
pursuant to Sale and Lease-Back Transactions permitted by clause (b) of Section 6.12.</P>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Loan Documents"</U> means this Agreement, the Guarantee
Agreement and any promissory notes issued pursuant to Section 2.10(e).</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Loan Parties"</U> means the Borrower and the Guarantors.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Loans"</U> means the loans made by the Lenders to the
Borrower pursuant to this Agreement.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Margin"</U> means, with respect to any Competitive Loan
bearing interest at a rate based on the LIBO Rate, the marginal rate of interest, if any,
to be added to or subtracted from the LIBO Rate to determine the rate of interest
applicable to such Loan, as specified by the Lender making such Loan in its related
Competitive Bid.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Material Adverse Effect"</U> means a material adverse
effect on (a) the business, assets, operations or condition, financial or otherwise, of
the Borrower and the Subsidiaries</P><BR><BR>

<P ALIGN=CENTER>18</P>
<HR SIZE=1 NOSHADE><BR><BR>


<P> taken as a whole, (b) the ability of the Borrower to
perform any of its obligations under any Loan Document or (c) the rights and remedies
available to the Lenders under any Loan Document.</P>




<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Material Indebtedness"</U> means Indebtedness (other than
(a) the Loans and Letters of Credit and (b) Indebtedness owing to the Borrower or a
Subsidiary), or obligations in respect of one or more Hedging Agreements, of any one or
more of the Borrower and its Subsidiaries in an aggregate principal amount exceeding
$50,000,000. For purposes of determining Material Indebtedness, the "principal amount" of
the obligations of the Borrower or any Subsidiary in respect of any Hedging Agreement at
any time shall be the maximum aggregate amount (giving effect to any netting agreements)
that the Borrower or such Subsidiary would be required to pay if such Hedging Agreement
were terminated at such time.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Maturity Date"</U> means June 25, 2005.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Moody's"</U> means Moody's Investors Service, Inc.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Multiemployer Plan"</U> means a multiemployer plan as
defined in Section 4001(a)(3) of ERISA.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Other Taxes"</U> means any and all present or future stamp
or documentary taxes or any other excise or property taxes, charges or similar levies
arising from any payment made hereunder or from the execution, delivery or enforcement
of, or otherwise with respect to, this Agreement.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"PBGC"</U> means the Pension Benefit Guaranty Corporation
referred to and defined in ERISA and any successor entity performing similar functions.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"PepsiCo"</U> means PepsiCo, Inc., a North Carolina
corporation.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>"Permitted Acquisition"</U> means the acquisition by the
Borrower or a Subsidiary</B> of the assets of a Person constituting a business unit or any
Equity Interests of a Person; <B><U>provided</U> that (a) immediately after giving effect thereto
no Default shall have occurred and be continuing or would result therefrom, (b) all
transactions related thereto shall be consummated in accordance with applicable laws,
except where the failure to do so, individually or in the aggregate, would not reasonably
be expected to result in a</b></P><BR><BR>

<P ALIGN=CENTER>19</P>
<HR SIZE=1 NOSHADE><BR><BR>


<P><B> Material Adverse Effect, (c)</B> in the case of an acquisition of
Equity Interests in a Person, after giving effect to such acquisition, at least 90% of
the Equity Interests in such Person, and any other Subsidiary resulting from such
acquisition, shall be owned directly or indirectly by the Borrower or any of its wholly
owned Subsidiaries and all actions required to be taken, if any, with respect to each
Subsidiary resulting from such acquisition under Section 5.09 shall be taken, (d) the
Borrower and its Subsidiaries are in compliance, on a pro forma basis after giving effect
to such acquisition, with the covenants contained in Sections 6.10 and 6.11 recomputed as
of the last day of the most recently ended fiscal quarter of the Borrower for which
financial statements are available as if such acquisition had occurred on the first day
of each relevant period for testing such compliance (using Adjusted EBITDA in lieu of
Consolidated EBITDA for the relevant period and including, for purposes of Section 6.11,
pro forma adjustments to Consolidated Interest Expense and Rental Expense for the
relevant period as if such acquisition had occurred on the first day of such period), (e) the
Borrower has delivered to the Administrative Agent a certificate of a Financial Officer
to the effect set forth in clauses (a), (c) and (d) above, together with all relevant
financial information for the business or entity being acquired and (f) in the case of an
acquisition of a publicly-owned entity, such acquisition shall not have been preceded by
an unsolicited tender offer.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"Permitted Encumbrances" means:</P>

<ol type=a><LI>Liens imposed by law for taxes that are not yet due or are being contested in
         compliance with Section 5.04;<BR><BR>

<LI>carriers', warehousemen's, mechanics', materialmen's, repairmen's and other like
         Liens imposed by law, arising in the ordinary course of business and securing obligations that
         are not overdue by more than 30 days or are being contested in compliance with Section 5.04;<BR><BR>

<LI>pledges and deposits made in the ordinary course of business in compliance with
         workers' compensation, unemployment insurance and other social security laws or regulations;<BR><BR>

<LI>deposits to secure the performance of bids, trade contracts, leases, statutory
         obligations, surety and appeal bonds, performance bonds and other<BR><BR>

<P ALIGN=CENTER>20</P>
<HR SIZE=1 NOSHADE><BR><BR>


<P>obligations of a like nature,
         in each case in the ordinary course of business;</P>

<LI>judgment liens in respect of judgments that do not constitute an Event of Default
         under clause (l) of Section 7.01; and<BR><BR>


<LI>easements, zoning restrictions, rights-of-way and similar encumbrances on real
         property imposed by law or arising in the ordinary course of business that do not secure any
         monetary obligations and do not materially detract from the value of the affected property or
         interfere with the ordinary conduct of business of the Borrower or any Subsidiary;</ol>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>provided</U> that the term "Permitted Encumbrances"
shall not include any Lien securing Indebtedness.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Permitted Investments"</U> means:</P>

<OL type=a><li>direct obligations of, or obligations the principal of and interest on which are
         unconditionally guaranteed by, the United States of America (or by any agency thereof to the
         extent such obligations are backed by the full faith and credit of the United States of
         America), in each case maturing within one year from the date of acquisition thereof;<BR><BR>

<LI>investments in commercial paper maturing within 270 days from the date of
         acquisition thereof and rated, at such date of acquisition, at least A-1 by S&amp;P or P-1 by
         Moody's;<BR><BR>

<LI>investments in certificates of deposit, banker's acceptances and time deposits
         maturing within 180 days from the date of acquisition thereof issued or guaranteed by or placed
         with, and money market deposit accounts issued or offered by, any domestic office of any
         Lender, any Affiliate of any Lender, or any other commercial bank organized under the laws of
         the United States of America or any State thereof (or domestic office of any commercial bank
         that is organized under the laws of any country that is a member of the OECD) which has a
         combined capital and surplus and undivided profits of not less than $500,000,000;<BR><BR>

<LI>fully collateralized repurchase agreements (i) with a term ending on the next
         Business Day for direct obligations of, or obligations the principal of and interest on which
         are unconditionally guaranteed by, the United States of America (or by any agency thereof<BR><BR>

<P ALIGN=CENTER>21</P>
<HR SIZE=1 NOSHADE><BR><BR>


<P> to
         the extent such obligations are backed by the full faith and credit of the United States of
         America) and entered into with a financial institution satisfying the criteria described in
         clause (c) above, or (ii) with a term of not more than 30 days for securities described in
         clause (a) above and entered into with a financial institution satisfying the criteria
         described in clause (c) above;</P>

<LI>investments in money market funds (i) with a policy to invest substantially all
         their assets in one or more investments described in the foregoing items (a), (b), (c) and (d)
         or (ii) having the highest credit rating obtainable from S&amp;P or from Moody's;<BR><BR>

<LI>investments in (i) tax-exempt bonds issued by U.S. state or local government
         entities rated AA- or above by S&amp;P and Aa3 or above by Moody's and maturing within one year
         from the date of acquisition thereof and (ii) mutual funds with assets of at least
         $5,000,000,000 and that invest 100% of their assets in securities described in clause (a) above
         or subclause (i) of this clause (f); and<BR><BR>

 <LI>in the case of any Foreign Subsidiary, investments by such Subsidiary that are
denominated in dollars, Euros or the currency of the jurisdiction where such Foreign
Subsidiary's principal business activities are conducted and are available in the principal
financial markets of the jurisdiction and otherwise are comparable (as nearly as practicable)
to the investments described above; <U>provided</U> that, for purposes of this clause (g), (i) the
foregoing clause (a) shall be deemed to refer to obligations of, or obligations the principal
of and interest on which are unconditionally guaranteed by, the government of the jurisdiction
in which such Foreign Subsidiary is located, in each case maturing within one year from the
date of acquisition thereof, and (ii) commercial banks referred to in the foregoing clause (c)
shall be deemed to include commercial banks located in the applicable jurisdiction that the
applicable Foreign Subsidiary determines in good faith to be among the most creditworthy banks
available for deposits in the location where such deposits are being made.</ol>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Permitted Obligations"</U> means (a) obligations of the
Borrower or any Guarantor with respect to unsecured debt securities issued by the
Borrower or such Guarantor, respectively, and (b) a negative pledge obligation not
exceeding $25,000,000 under an agreement with the PBGC</P><BR><BR>

<P ALIGN=CENTER>22</P>
<HR SIZE=1 NOSHADE><BR><BR>

<P> pursuant to which the PBGC has
been granted the right to an equal and ratable security interest in any of the Borrower's
property or assets with respect to which the Lenders are granted a security interest.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Permitted Securitization Transaction"</U> means any sale,
assignment or other transfer (or series of related sales, assignments or other transfers)
by the Borrower or any Subsidiary of receivables or royalty payments owing to the
Borrower or such Subsidiary or any interest in any of the foregoing pursuant to a
securitization transaction, together in each case with any collections and other proceeds
thereof, any collection or deposit account related thereto, and any collateral,
guarantees or other property or claims supporting or securing payment by the obligor
thereon of, or otherwise related to, any such receivables or royalty payments.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Person"</U> means any natural person, corporation, limited
liability company, trust, joint venture, association, company, partnership, Governmental
Authority or other entity.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Plan"</U> means any employee pension benefit plan (other
than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412
of the Code or Section 302 of ERISA, and in respect of which the Borrower or any ERISA
Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be
deemed to be) an "employer" as defined in Section 3(5) of ERISA.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Prime Rate"</U> means the rate of interest per annum
publicly announced from time to time by JPMorgan Chase Bank as its prime rate in effect
at its principal office in New York City; each change in the Prime Rate shall be
effective from and including the date such change is publicly announced as being
effective.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Principal Domestic Subsidiary"</U> means (a) any Subsidiary
organized in the United States of America whose consolidated assets exceed 5% of the
consolidated assets of the Borrower and its consolidated Subsidiaries or whose revenues
exceed 5% of the consolidated revenues of the Borrower and its consolidated Subsidiaries,
in each case as of the end of the most recent fiscal quarter or for the most recently
ended four consecutive fiscal quarters, respectively, or (b) any Subsidiary that holds
any material trademark (including any Kentucky Fried Chicken, KFC, Pizza Hut, A&amp;W, Long
John Silver's or Taco Bell trademark) for use in the United States of America or any
jurisdiction therein.</P><BR><BR>


<P ALIGN=CENTER>23</P>
<HR SIZE=1 NOSHADE><BR><BR>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Register"</U> has the meaning set forth in Section 9.04.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Related Parties"</u> means, with respect to any specified Person, such Person's
Affiliates and the respective directors, officers, employees, agents and advisors of such Person and
such Person's Affiliates.</p>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Rental Expense"</U> means, for any Person for any period,
the minimum rental expense of such Person deducted in determining Consolidated Net Income
of such Person for such period. Unless the context otherwise requires, references to
"Rental Expense" are to Rental Expense of the Borrower and the Included Subsidiaries.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Required Lenders"</U> means, at any time, Lenders having
Revolving Credit Exposures and unused Commitments representing more than 50% of the sum
of the total Revolving Credit Exposures and unused Commitments at such time; <U>provided</U> that, for purposes of declaring the Loans to be due and payable pursuant to Section 7.01,
and for all purposes after the Loans become due and payable pursuant to Article VII or
the Commitments expire or terminate, the outstanding Competitive Loans of the Lenders
shall be included in their respective Revolving Credit Exposures in determining the
Required Lenders.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Restricted Payment"</U> means any dividend or other
distribution (whether in cash, securities or other property) with respect to any shares
of any class of capital stock of the Borrower or any Subsidiary, or any payment (whether
in cash, securities or other property), including any sinking fund or similar deposit, on
account of the purchase, redemption, retirement, acquisition, cancelation or termination
of any such shares of capital stock of the Borrower or any option, warrant or other right
to acquire any such shares of capital stock of the Borrower.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Revolving Credit Exposure"</u> means, with respect to any
Lender at any time, the sum of the outstanding principal amount of such Lender's
Revolving Loans and its LC Exposure and Swingline Exposure at such time.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Revolving Loan"</U> means a Loan made pursuant to Section 2.01.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Sale and Lease-Back Transaction"</U> has the meaning
assigned to such term in Section 6.12.</P>

<BR><BR>
<P ALIGN=CENTER>24</P>
<HR SIZE=1 NOSHADE><BR><BR>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"S&amp;P"</U> means Standard &amp; Poor's Ratings Group, a Division of
the McGraw-Hill Companies.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Securitization Amount"</U> means, at any date of
determination thereof and in respect of any Permitted Securitization Transaction, (a) in
the case of a Permitted Securitization Transaction structured as a borrowing of loans
secured by receivables or royalty payments, the outstanding principal amount of
Indebtedness incurred in respect of such Permitted Securitization Transaction that is
secured by such receivables or royalty payments and (b) in the case of a Permitted
Securitization Transaction structured as a sale or other transfer of receivables or
royalty payments (other than a sale or transfer of such receivables or royalty payments
to a Subsidiary), the aggregate amount of cash consideration received by the Borrower or
any of its Subsidiaries from such sale or transfer, but only to the extent representing
the outstanding equivalent of principal, capital or comparable interests in respect of
such receivables or royalty payments that remain uncollected at such time and would not
be distributed to the Borrower or a Subsidiary if such Permitted Securitization
Transactions were to be terminated at such time.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Securitization Subsidiary"</U> means any Subsidiary that is
formed by the Borrower or any of its Subsidiaries for the sole purpose of effecting or
facilitating a Permitted Securitization Transaction and that (a) owns no assets other
than receivables, royalty payments and other assets that are related to such Permitted
Securitization Transaction and (b) engages in no business and incurs no Indebtedness, in
each case, other than those related to such Permitted Securitization Transaction.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Separation Agreement"</U> means the Separation Agreement,
dated as of August 26, 1997, by and between PepsiCo and the Borrower.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Sold Business"</U> means any Person, property, business or
asset sold, transferred or otherwise disposed of by the Borrower or any Subsidiary, other
than in the ordinary course of business.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Statutory Reserve Rate"</U> means a fraction (expressed as
a decimal), the numerator of which is the number one and the denominator of which is the
number one minus the aggregate of the maximum reserve percentages (including any
marginal, special, emergency or supplemental reserves) expressed as a decimal established
by the Board to which the Administrative Agent is subject for eurocurrency</P><BR><BR>

<P ALIGN=CENTER>25</P>
<HR SIZE=1 NOSHADE><BR><BR>


<P> funding
(currently referred to as "Eurocurrency Liabilities" in Regulation D of the Board). Such
reserve percentages shall include those imposed pursuant to such Regulation D. Eurodollar
Loans shall be deemed to constitute eurocurrency funding and to be subject to such
reserve requirements without benefit of or credit for proration, exemptions or offsets
that may be available from time to time to any Lender under such Regulation D or any
comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and
as of the effective date of any change in any reserve percentage.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"subsidiary"</U> means, with respect to any Person (the
"<U>parent</U>") at any date, any corporation, limited liability company, partnership,
association or other entity the accounts of which would be consolidated with those of the
parent in the parent's consolidated financial statements if such financial statements
were prepared in accordance with GAAP as of such date, as well as any other corporation,
limited liability company, partnership, association or other entity of which securities
or other ownership interests representing more than 50% of the equity or more than 50% of
the ordinary voting power or, in the case of a partnership, more than 50% of the general
partnership interests are, as of such date, owned, controlled or held by the parent or
one or more subsidiaries of the parent or by the parent and one or more subsidiaries of
the parent.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Subsidiary"</U> means any subsidiary of the Borrower.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Swingline Exposure"</U> means, at any time, the aggregate
principal amount of all Swingline Loans outstanding at such time. The Swingline Exposure
of any Lender at any time shall be its Applicable Percentage of the total Swingline
Exposure at such time.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Swingline Lender"</U> means JPMorgan Chase Bank, in its
capacity as lender of Swingline Loans hereunder.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Swingline Loan"</U> means a Loan made pursuant to Section
2.05.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Syndication Agent"</U> means Citicorp USA, Inc., in its
capacity as syndication agent hereunder.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"System Unit"</U> means any restaurant operated under the
name Kentucky Fried Chicken, KFC, Pizza Hut, Taco Bell, A&amp;W, Long John Silver's or any
other brand that is acquired and operated by the Borrower or a Subsidiary or franchised
or licensed by the Borrower or a Subsidiary to any of its franchisees or licensees.</P>

<BR><BR>
<P ALIGN=CENTER>26</P>
<HR SIZE=1 NOSHADE><BR><BR>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Tax Separation Agreement"</U> means the Tax Separation
Agreement, dated as of August 26, 1997, between PepsiCo, on behalf of itself and the
members of the PepsiCo Group (as such term is defined therein), and the Borrower, on
behalf of itself and the members of the TRICON Group (as such term is defined therein).</P>



<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Taxes"</U> means any and all present or future taxes,
levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental
Authority.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Transactions"</U> means the execution, delivery and
performance by the Loan Parties of the Loan Documents, the borrowing of Loans, the use of
the proceeds thereof and the issuance of Letters of Credit hereunder.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Type"</U>, when used in reference to any Loan or Borrowing,
refers to whether the rate of interest on such Loan, or on the Loans comprising such
Borrowing, is determined by reference to the Adjusted LIBO Rate, the Alternate Base Rate
or, in the case of a Competitive Loan or Borrowing, the LIBO Rate or a Fixed Rate.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Withdrawal Liability"</U> means liability to a
Multiemployer Plan as a result of a complete or partial withdrawal from such
Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of
ERISA.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 1.02. <U>Classification of Loans and
Borrowings</U>.  For purposes of this Agreement, Loans may be classified and referred to by Class (<U>e.g.</U>, a "Revolving Loan") or
by Type (<U>e.g.</U>, a "Eurodollar Loan") or by Class and Type (<U>e.g.</U>, a "Eurodollar Revolving
Loan"). Borrowings also may be classified and referred to by Class (<U>e.g.</U>, a "Revolving
Borrowing") or by Type (<U>e.g.</U>, a "Eurodollar Borrowing") or by Class and Type (<U>e.g.</U>, a
"Eurodollar Revolving Borrowing").</P>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 1.03. <U>Terms Generally.</U> The definitions of terms
herein shall apply equally to the singular and plural forms of the terms defined.
Whenever the context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms. The words "include", "includes" and "including" shall be
deemed to be followed by the phrase "without limitation". The word "will" shall be
construed to have the same meaning and effect as the word "shall". Unless the context
requires otherwise (a) any definition of or reference to any agreement, instrument or
other document herein shall be construed as referring to such agreement, instrument or
other document as from time to time amended, supplemented or otherwise modified (subject
to</P>

<BR><BR>
<P ALIGN=CENTER>27</P>
<HR SIZE=1 NOSHADE><BR><BR>



<P>any restrictions on such amendments, supplements or modifications set forth herein),
(b) any reference herein to any Person shall be construed to include such Person's
successors and assigns, (c) the words "herein", "hereof" and "hereunder", and words of
similar import, shall be construed to refer to this Agreement in its entirety and not to
any particular provision hereof, (d) all references herein to Articles, Sections,
Exhibits and Schedules shall be construed to refer to Articles and Sections of, and
Exhibits and Schedules to, this Agreement and (e) the words "asset" and "property" shall
be construed to have the same meaning and effect and to refer to any and all tangible and
intangible assets and properties, including cash, securities, accounts and contract
rights.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 1.04. <U>Accounting Terms; GAAP</U>. Except as
otherwise expressly provided herein, all terms of an accounting or financial nature shall
be construed in accordance with GAAP, as in effect from time to time; <U>provided</U> that, if
the Borrower notifies the Administrative Agent that the Borrower requests an amendment to
any provision hereof to eliminate the effect of any change occurring after the date
hereof in GAAP or in the application or interpretation thereof on the operation of such
provision (or if the Administrative Agent notifies the Borrower that the Required Lenders
request an amendment to any provision hereof for such purpose), regardless of whether any
such notice is given before or after such change in GAAP or in the application thereof,
then such provision shall be interpreted on the basis of GAAP as in effect and applied
immediately before such change shall have become effective until such notice shall have
been withdrawn or such provision amended in accordance herewith.</P>


<P ALIGN=CENTER>ARTICLE II</P>

<P align=center><u>The Credits</U></P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 2.01. <U>Commitments</U>. Subject to the terms and
conditions set forth herein, each Lender agrees to make Revolving Loans to the Borrower
from time to time during the Availability Period in an aggregate principal amount that
will not result in (a) such Lender's Revolving Credit Exposure exceeding such Lender's
Commitment or (b) the sum of the total Revolving Credit Exposures plus the aggregate
principal amount of outstanding Competitive Loans exceeding the total Commitments. Within
the foregoing limits and subject to the terms and conditions set forth herein, the
Borrower may borrow, prepay and reborrow Revolving Loans.</P>

<BR><BR>
<P ALIGN=CENTER>28</P>
<HR SIZE=1 NOSHADE><BR><BR>



<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 2.02. <U>Loans and Borrowings</U>. (a) Each Loan
(other than a Competitive Loan or a Swingline Loan) shall be made as part of a Borrowing
consisting of Loans of the same Class and Type made by the Lenders ratably in accordance
with their respective Commitments. Each Competitive Loan shall be made in accordance with
the procedures set forth in Section 2.04. The failure of any Lender to make any Loan
required to be made by it shall not relieve any other Lender of its obligations
hereunder; <U>provided</U> that the Commitments and Competitive Bids of the Lenders are several
and no Lender shall be responsible for any other Lender's failure to make Loans as
required.</P>

<ol type=a start=2><LI>Subject to Section 2.14, (i) each Revolving Borrowing shall be comprised entirely
of ABR Loans or Eurodollar Loans as the Borrower may request in accordance herewith, and (ii) each
Competitive Borrowing shall be comprised entirely of Eurodollar Loans or Fixed Rate Loans as the
Borrower may request in accordance herewith.  Each Swingline Loan shall be an ABR Loan unless otherwise
agreed by the Borrower and the Swingline Lender pursuant to Section 2.13(d).  Each Lender at its option
may make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to
make such Loan; <U>provided</u> that any exercise of such option shall not affect the obligation of the
Borrower to repay such Loan in accordance with the terms of this Agreement and shall not result in any
increased costs under Section 2.15 or any obligation by the Borrower to make any payment under
Section 2.17 in excess of the amounts, if any, that such Lender would be entitled to claim under
Section 2.15 or 2.17, as applicable, without giving effect to such change in lending office.<BR><BR>

<li>At the commencement of each Interest Period for any Eurodollar Revolving
Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and
not less than $10,000,000.  At the time that each ABR Revolving Borrowing is made, such Borrowing shall
be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $10,000,000;
<U>provided</u> that an ABR Revolving Borrowing may be in an aggregate amount that is equal to the entire
unused balance of the total Commitments or that is required to finance the reimbursement of an LC
Disbursement as contemplated by Section 2.06(e) or that is required to finance the repayment of
outstanding Swingline Loans as contemplated by paragraph (d) below.  Each Competitive Borrowing shall be
in an aggregate amount that is an integral multiple of $1,000,000 and not less than $10,000,000 (or, in
the case of a Competitive Borrowing made in an Alternative Currency, a Dollar Amount of not less than
$10,000,000).  Each Swingline Loan shall be in an amount<BR><BR>

<P ALIGN=CENTER>29</P>
<HR SIZE=1 NOSHADE><BR><BR>


<P> that is an integral multiple of $100,000 and
not less than $500,000.  Borrowings of more than one Type and Class may be outstanding at the same time;
<U>provided</u> that there shall not at any time be more than a total of fifteen Eurodollar Revolving
Borrowings outstanding.</P>

<LI>Subject to Section 2.05, at the request of the Swingline Lender, the Lenders will
be required to make ABR Revolving Loans on the Business Day immediately preceding the last day of any
calendar quarter in an aggregate amount equal to the principal amount of Swingline Loans then
outstanding, the proceeds of which shall be applied to repay such Swingline Loans.<BR><BR>

<LI>Notwithstanding any other provision of this Agreement, the Borrower shall not be
entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested
with respect thereto would end after the Maturity Date.</ol>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 2.03. <U>Requests for Borrowings.</u> To request a
Revolving Borrowing, the Borrower shall notify the Administrative Agent of such request
by telephone (a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m., New
York City time, three Business Days before the date of the proposed Borrowing or (b) in
the case of an ABR Borrowing, not later than 10:00 a.m., New York City time, on the date
of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable
and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent
of a written Borrowing Request in a form approved by the Administrative Agent and signed
by the Borrower. Each such telephonic and written Borrowing Request shall specify the
following information in compliance with Section 2.02:</P>

<OL type=i><LI>the aggregate amount of such Borrowing;<BR><BR>

<LI>the date of such Borrowing, which shall be a Business Day;<BR><BR>

<li>whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;<BR><BR>

<LI>in the case of a Eurodollar Borrowing, the initial Interest Period to be
         applicable thereto, which shall be a period contemplated by the definition of the term
         "Interest Period"; and<BR><BR>
<BR>
<P ALIGN=CENTER>30</P>
<HR SIZE=1 NOSHADE><BR><BR>


<LI>the location and number of the Borrower's account to which funds are to be
         disbursed, which shall comply with the requirements of Section 2.07.</ol>

<P>If no election as to the Type of Borrowing is specified, then the requested Borrowing
shall be an ABR Borrowing. If no Interest Period is specified with respect to any
requested Eurodollar Borrowing, then the Borrower shall be deemed to have selected an
Interest Period of one month's duration. Promptly following receipt of a Borrowing
Request in accordance with this Section, the Administrative Agent shall advise each
Lender of the details thereof and of the amount of such Lender's Loan to be made as part
of the requested Borrowing.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 2.04. <U>Competitive Bid Procedure.</u> (a) Subject to the terms and conditions set forth herein,
from time to time during the Availability Period the Borrower may request Competitive
Bids and may (but shall not have any obligation to) accept Competitive Bids and borrow
Competitive Loans; <U>provided</u> that the sum of the total Revolving Credit Exposures plus the
aggregate principal amount of outstanding Competitive Loans at any time shall not exceed
the total Commitments. To request Competitive Bids, the Borrower shall notify the
Administrative Agent of such request by telephone (x) in the case of a Eurodollar
Borrowing to be made in dollars, not later than 11:00 a.m., New York City time, four
Business Days before the date of the proposed Borrowing, (y) in the case of a Fixed Rate
Borrowing to be made in dollars, not later than 10:00 a.m., New York City time, one
Business Day before the date of the proposed Borrowing and (z) in the case of a
Competitive Borrowing to be made in an Alternate Currency in accordance with subsection
(g) of this Section, not later than 10:00 a.m., New York City time, six Business Days
before the date of the proposed Borrowing; <U>provided</u> that the Borrower may submit up to
(but not more than) three Competitive Bid Requests on the same day, but a Competitive Bid
Request shall not be made within five Business Days after the date of any previous
Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall
have been withdrawn or all Competitive Bids received in response thereto rejected. Each
such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or
telecopy to the Administrative Agent of a written Competitive Bid Request in a form
approved by the Administrative Agent and signed by the Borrower. Each such telephonic and
written Competitive Bid Request shall specify the following information in compliance
with Section 2.02:</P>

<BR><BR>
<P ALIGN=CENTER>31</P>
<HR SIZE=1 NOSHADE><BR><BR>


<OL type=i><LI>the aggregate amount of the requested Borrowing (expressed in dollars);<BR><BR>

<LI>the date of such Borrowing, which shall be a Business Day;<BR><BR>

<LI> whether such Borrowing is to be a Eurodollar Borrowing or a Fixed Rate
         Borrowing;<BR><BR>


<LI>the currency in which the proposed Borrowing is to be made, which shall be
         dollars or, subject to paragraph (g) of this Section, an Alternative Currency;<BR><BR>

<LI>the Interest Period to be applicable to such Borrowing, which shall be a
         period contemplated by the definition of the term "Interest Period"; and<BR><BR>

<LI>the location and number of the Borrower's account to which funds are to be
         disbursed, which shall comply with the requirements of Section 2.07.</ol>

<P>Promptly following receipt of a Competitive Bid Request in accordance with this
Section, the Administrative Agent shall notify the Lenders of the details thereof by
telecopy, inviting the Lenders to submit Competitive Bids.</P>

<OL type=a start=2><LI>Each Lender may (but shall not have any obligation to) make one or more
Competitive Bids to the Borrower in response to a Competitive Bid Request.  Each Competitive Bid by a
Lender must be in a form approved by the Administrative Agent and must be received by the Administrative
Agent by telecopy, in the case of a Eurodollar Competitive Borrowing, not later than 9:30 a.m., New York
City time, three Business Days before the proposed date of such Competitive Borrowing, and in the case
of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on the proposed date of such
Competitive Borrowing.  Competitive Bids that do not conform substantially to the form approved by the
Administrative Agent may be rejected by the Administrative Agent, and the Administrative Agent shall
notify the applicable Lender as promptly as practicable.  Each Competitive Bid shall specify (i) the
principal amount (which shall be expressed in dollars and be a minimum of $5,000,000 and an integral
multiple of $1,000,000 and which may equal the entire principal amount of the Competitive Borrowing
requested by the Borrower) of the Competitive Loan or Loans that the Lender is willing to make, (ii) the
Competitive Bid Rate or Rates at which the Lender is prepared to make such Loan or Loans (expressed as a
percentage rate per annum in the form of a decimal to no more than four decimal places), (iii) the<BR><BR>

<BR><BR>
<P ALIGN=CENTER>32</P>
<HR SIZE=1 NOSHADE><BR><BR>

<P>currency in which such Loan or Loans will be made and (iv) the Interest Period applicable to each such
Loan and the last day thereof.</P>

<LI>The Administrative Agent shall promptly notify the Borrower by telecopy of the
Competitive Bid Rate and the principal amount specified in each Competitive Bid  and the identity of the
Lender that shall have made such Competitive Bid.<BR><BR>

<LI>Subject only to the provisions of this paragraph, the Borrower may accept or
reject any Competitive Bid.  The Borrower shall notify the Administrative Agent by telephone, confirmed
by telecopy in a form approved by the Administrative Agent, whether and to what extent it has decided to
accept or reject each Competitive Bid, in the case of a Eurodollar Competitive Borrowing, not later than
10:30 a.m., New York City time, three Business Days before the date of the proposed Competitive
Borrowing, and in the case of a Fixed Rate Borrowing, not later than 10:30 a.m., New York City time, on
the proposed date of the Competitive Borrowing; <U>provided</u> that (i) the failure of the Borrower to give
such notice shall be deemed to be a rejection of each Competitive Bid, (ii) the Borrower shall not
accept a Competitive Bid made at a particular Competitive Bid Rate if the Borrower rejects a Competitive
Bid made at a lower Competitive Bid Rate, (iii) the aggregate amount of the Competitive Bids accepted by
the Borrower shall not exceed the aggregate amount of the requested Competitive Borrowing specified in
the related Competitive Bid Request, (iv) to the extent necessary to comply with clause (iii) above, the
Borrower may accept Competitive Bids at the same Competitive Bid Rate in part, which acceptance, in the
case of multiple Competitive Bids at such Competitive Bid Rate, shall be made pro rata in accordance
with the amount of each such Competitive Bid, and (v) except pursuant to clause (iv) above, no
Competitive Bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum
principal amount of $5,000,000  and an integral multiple of $1,000,000; <U>provided further</u> that if a
Competitive Loan must be in an amount less than $5,000,000 because of the provisions of clause (iv)
above, such Competitive Loan may be for a minimum of $1,000,000 or any integral multiple thereof, and in
calculating the pro rata allocation of acceptances of portions of multiple Competitive Bids at a
particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral
multiples of $1,000,000 in a manner determined by the Borrower.  A notice given by the Borrower pursuant
to this paragraph shall be irrevocable.<BR><BR>

<BR>
<P ALIGN=CENTER>33</P>
<HR SIZE=1 NOSHADE><BR><BR>



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




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

<LI>The Borrower may request Competitive Loans in an Alternative Currency, subject to
the terms and conditions of this subsection (g), in addition to the other conditions applicable to such
Loans hereunder.  Any request for Competitive Loans in an Alternative Currency shall be subject to the
following conditions:<BR><BR>

<ol type=i><LI>after giving effect to any Competitive Borrowing in an Alternative Currency, the
         aggregate Dollar Amount of all outstanding Competitive Loans denominated in Alternative
         Currencies shall not exceed $250,000,000, and<BR><BR>

<li>if there shall occur at or prior to 10:00 a.m., New York City time, on the date
         of any Competitive Borrowing to be denominated in an Alternative Currency any change in
         national or international financial, political or economic conditions or currency exchange
         rates or exchange controls which would, in the reasonable opinion of any Lender that shall have
         offered to make any Competitive Loan in connection with such Borrowing, make it impracticable
         for such Lender's Loan to be denominated in such Alternative Currency, then such Lender may by
         notice to the Borrower and the Administrative Agent withdraw its offer to make such Loan.</ol>
</ol>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any Competitive Loan which is to be made in an
Alternative Currency in accordance with this subsection (g) shall be advanced in the
Equivalent Amount of the Dollar Amount thereof and shall be repaid or prepaid in such
Alternative Currency in the amount borrowed. Interest payable on any Loan denominated in
an Alternative Currency shall be paid in such Alternative Currency.</P>
<BR><BR>
<P ALIGN=CENTER>34</P>
<HR SIZE=1 NOSHADE><BR><BR>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For purposes of determining whether the aggregate principal amount of Loans
outstanding hereunder exceeds any applicable limitation expressed in dollars, each Competitive Loan
denominated in an Alternative Currency shall be deemed to be in a principal amount equal to the Dollar
Amount thereof.  The Dollar Amount of any Competitive Loan with an Interest Period exceeding three
months in duration shall be adjusted on each date that would have been the last day of an Interest
Period for such Loan if such Loan had successive Interest Periods of three months duration.  Each such
adjustment shall be made by the Lender holding such Loan by determining the amount in dollars that would
be required in order to result in an Equivalent Amount in the applicable Alternative Currency equal to
the principal amount of the applicable Loan outstanding on the date of the adjustment, and the amount in
dollars so determined shall be the Dollar Amount of such Loan unless and until another adjustment is
required hereby.  Each Lender that makes a Competitive Loan denominated in an Alternative Currency
agrees to determine any such adjustments if and when required to be made pursuant to this paragraph and
to notify the Borrower and the Administrative Agent of each such adjustment promptly upon making such
determination.</p>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 2.05. <U>Swingline Loans.</U> (a) Subject to the terms
and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to
the Borrower from time to time during the Availability Period, in an aggregate principal
amount at any time outstanding that will not result in (i) the aggregate principal amount
of outstanding Swingline Loans exceeding $75,000,000 or (ii) the sum of the total
Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive
Loans exceeding the total Commitments; <U>provided</U> that (A) no Swingline Loans will be made
on the last day of any calendar quarter and (B) if any Swingline Loans are outstanding on
the Business Day immediately preceding the last day of any calendar quarter, the Lenders
will be required, if requested by the Swingline Lender, to make ABR Revolving Loans on
such day in an equivalent amount, the proceeds of which will be applied to repay such
Swingline Loans. Within the foregoing limits and subject to the terms and conditions set
forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans.</P>

<OL type=a start=2><LI>To request a Swingline Loan, the Borrower shall notify the Administrative Agent
of such request by telephone (confirmed by telecopy), not later than 12:00 noon, New York City time, on
the day of a proposed Swingline Loan.  Each such notice shall be irrevocable and shall specify the
requested date (which shall be a Business Day)<BR><BR>

<P ALIGN=CENTER>35</P>
<HR SIZE=1 NOSHADE><BR><BR>


<P> and amount of the requested Swingline Loan.  The
Administrative Agent will promptly advise the Swingline Lender of any such notice received from the
Borrower.  The Swingline Lender shall make each Swingline Loan available to the Borrower by means of a
credit to the general deposit account of the Borrower with the Swingline Lender (or, in the case of a
Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e),
by remittance to the applicable Issuing Bank) by 3:00 p.m., New York City time, on the requested date of
such Swingline Loan.</P>

<LI>The Swingline Lender may by written notice given to the Administrative Agent not
later than 10:00 a.m., New York City time, on any Business Day require the Lenders to acquire
participations on such Business Day in all or a portion of the Swingline Loans outstanding.  Such notice
shall specify the aggregate amount of Swingline Loans in which Lenders will participate.  Promptly upon
receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in
such notice such Lender's Applicable Percentage of such Swingline Loan or Loans.  Each Lender hereby
absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the
Administrative Agent, for the account of the Swingline Lender, such Lender's Applicable Percentage of
such Swingline Loan or Loans.  Each Lender acknowledges and agrees that its obligation to acquire
participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not
be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or
reduction or termination of the Commitments, and that each such payment shall be made without any
offset, abatement, withholding or reduction whatsoever.  Each Lender shall comply with its obligation
under this paragraph by wire transfer of immediately available funds, in the same manner as provided in
Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, <U>mutatis</u> <U>mutandis</u>,
to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the
Swingline Lender the amounts so received by it from the Lenders.  The Administrative Agent shall notify
the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and
thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not
to the Swingline Lender.  Any amounts received by the Swingline Lender from the Borrower (or other party
on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the
proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any
such amounts received by the<BR><BR>

<P ALIGN=CENTER>36</P>
<HR SIZE=1 NOSHADE><BR><BR>

<P> Administrative Agent shall be promptly remitted by the Administrative Agent
to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline
Lender, as their interests may appear.  The purchase of participations in a Swingline Loan pursuant to
this paragraph shall not relieve the Borrower of any default in the payment thereof.</P>
</ol>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 2.06. <U>Letters of Credit.</u> (a) <U>General.</u> Upon the
satisfaction (or waiver in accordance with Section 9.02) of the conditions specified in
Section 4.01, on the Effective Date, each Existing Letter of Credit will automatically,
without any action on the part of any Person, be deemed to be a Letter of Credit issued
hereunder for the account of the Borrower for all purposes of this Agreement and the
other Loans Documents. In addition, subject to the terms and conditions set forth herein,
the Borrower may request the issuance of Letters of Credit for its own account (for its
own behalf or on behalf of any Subsidiary), in a form reasonably acceptable to the
Administrative Agent and the applicable Issuing Bank, at any time and from time to time
during the Availability Period. In the event of any inconsistency between the terms and
conditions of this Agreement and the terms and conditions of any form of letter of credit
application or other agreement submitted by the Borrower to, or entered into by the
Borrower with, any Issuing Bank relating to any Letter of Credit, the terms and
conditions of this Agreement shall control, and any obligations or liabilities imposed on
the Borrower under any such letter of credit application (including by reason of rights
or remedies granted to an Issuing Bank) shall be disregarded (it being understood that
this Agreement sets forth all obligations and liabilities of the Borrower with respect to
Letters of Credit).</P>


<ol type=a start=2><li><U>Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions.</u>  To
request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding
Letter of Credit), the Borrower shall hand deliver or telecopy (or transmit by electronic communication,
if arrangements for doing so have been approved by the applicable Issuing Bank) to the relevant Issuing
Bank selected by the Borrower to issue such Letter of Credit and to the Administrative Agent (reasonably
in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the
issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended,
and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day),
the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this<P><BR><BR>

<P ALIGN=CENTER>37</P>
<HR SIZE=1 NOSHADE><BR><BR>


<P> Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such
other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit.  If
requested by the applicable Issuing Bank, the Borrower also shall submit a letter of credit application
on such Issuing Bank's standard form in connection with any request for a Letter of Credit.  A Letter of
Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or
extension of each Letter of Credit the Borrower shall be deemed to represent and warrant that), after
giving effect to such issuance, amendment, renewal or extension (i) the LC Exposure shall not exceed
$500,000,000 and (ii) the sum of the total Revolving Credit Exposures plus the aggregate principal
amount of outstanding Competitive Loans shall not exceed the total Commitments.<BR><BR>

<LI><U>Expiration Date.</u>  Each Letter of Credit shall expire at or prior to the close of
business on the earlier of (i) the date one year after the date of the issuance of such Letter of Credit
(or, in the case of any renewal or extension thereof, one year after such renewal or extension) and
(ii) the date that is five Business Days prior to the Maturity Date; <U>provided</u> that any Letter of Credit
may provide for the automatic renewal or extension thereof at the scheduled expiry thereof if (A) such
Letter of Credit also provides that the Issuing Bank in respect thereof may, by notice to the
beneficiary, elect not to so renew or extend such Letter of Credit and (B) any such renewal or extension
shall be for a period that expires at a date that complies with clauses (i) and (ii) above.<BR><BR>


<LI><U>Participations.</u>  By the issuance of a Letter of Credit (or an amendment to a
Letter of Credit increasing the amount thereof) and without any further action on the part of the
applicable Issuing Bank or the Lenders, the Issuing Bank in respect of such Letter of Credit hereby
grants to each Lender, and each Lender hereby acquires from such Issuing Bank, a participation in such
Letter of Credit (including each Existing Letter of Credit) equal to such Lender's Applicable Percentage
of the aggregate amount available to be drawn under such Letter of Credit.  In consideration and in
furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the
Administrative Agent, for the account of the applicable Issuing Bank, such Lender's Applicable
Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the Borrower on the
date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be
refunded to the Borrower for any reason.  Each Lender acknowledges and agrees that its<BR><BR>

<P ALIGN=CENTER>38</P>
<HR SIZE=1 NOSHADE><BR><BR>


<P> obligation to
acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and
unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal
or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or
termination of the Commitments, and that each such payment shall be made without any offset, abatement,
withholding or reduction whatsoever; <U>provided</u> that the foregoing shall not be construed to excuse the
applicable Issuing Bank from liability to the Lenders for damages caused by such Issuing Bank's gross
negligence or willful misconduct.</P>

<LI><U>Reimbursement.</u>  If an Issuing Bank shall make any LC Disbursement in respect of a
Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative
Agent an amount equal to such LC Disbursement not later than 12:00 noon, New York City time, on the date
that such LC Disbursement is made, if the Borrower shall have received notice of such LC Disbursement
prior to 10:00 a.m., New York City time, on such date, or, if such notice has not been received by the
Borrower prior to such time on such date, then not later than 12:00 noon, New York City time, on (i) the
Business Day that the Borrower receives such notice, if such notice is received prior to 10:00 a.m., New
York City time, on the day of receipt, or (ii) the Business Day immediately following the day that the
Borrower receives such notice, if such notice is not received prior to such time on the day of receipt;
<U>provided</u> that the Borrower may, subject to the conditions to borrowing set forth herein, request in
accordance with Section 2.03 or 2.05 that such payment be financed with an ABR Revolving Borrowing (if
such LC Disbursement is not less than $10,000,000) or Swingline Loan (if such LC Disbursement is not
less than $500,000) in an equivalent amount and, to the extent so financed, the Borrower's obligation to
make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline
Loan, as applicable.  If the Borrower fails to make such payment when due, the Administrative Agent
shall notify each Lender of the applicable LC Disbursement, the payment then due from the Borrower in
respect thereof and such Lender's Applicable Percentage thereof.  Promptly following receipt of such
notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then
due from the Borrower, in the same manner as provided in Section 2.07 with respect to Loans made by such
Lender (and Section 2.07 shall apply, <U>mutatis</u> <U>mutandis</u>, to the payment obligations of the Lenders), and
the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it
from the Lenders.  Promptly following receipt by the<BR><BR>

<P ALIGN=CENTER>39</P>
<HR SIZE=1 NOSHADE><BR><BR>


<P> Administrative Agent of any payment from the
Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the
applicable Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to
reimburse such Issuing Bank, then to such Lenders and such Issuing Bank as their interests may appear.
Any payment made by a Lender pursuant to this paragraph to reimburse the applicable Issuing Bank for any
LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated
above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse
such LC Disbursement.</P>

<BR><BR>
<P ALIGN=CENTER>40</P>
<HR SIZE=1 NOSHADE><BR><BR>



<LI><U>Obligations Absolute.</u>  The Borrower's obligation to reimburse LC Disbursements as
provided in paragraph (e) of this Section shall be absolute, unconditional and irrevocable, and shall be
performed strictly in accordance with the terms of this Agreement under any and all circumstances
whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit or
this Agreement, or any term or provision therein, (ii) any draft or other document presented under a
Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein
being untrue or inaccurate in any respect, (iii) payment by an Issuing Bank under a Letter of Credit
against presentation of a draft or other document that does not comply with the terms of such Letter of
Credit, or (iv) any other event or circumstance whatsoever, whether or not similar to any of the
foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge
of, or provide a right of setoff against, the Borrower's obligations hereunder.  Neither the
Administrative Agent, the Lenders nor any Issuing Bank, nor any of their Related Parties, shall have any
liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of
Credit or any payment or failure to make any payment thereunder (irrespective of any of the
circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or
delay in transmission or delivery of any draft, notice or other communication under or relating to any
Letter of Credit (including any document required to make a drawing thereunder), any error in
interpretation of technical terms or any consequence arising from causes beyond the control of any
Issuing Bank; <U>provided</U> that the foregoing shall not be construed to excuse an Issuing Bank from
liability to the Borrower to the extent of any direct or actual damages (as opposed to consequential
damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by
applicable law) suffered by the Borrower that are caused by such Issuing Bank's failure to exercise care
when determining whether drafts and other documents presented under a Letter of Credit issued by it
comply with the terms thereof.  The parties hereto expressly agree that, in the absence of gross
negligence or wilful misconduct on the part of an Issuing Bank (as finally determined by a court of
competent jurisdiction), such Issuing Bank shall be deemed to have exercised care in each such
determination.  In furtherance of the foregoing and without limiting the generality thereof, the parties
agree that, with respect to documents presented which appear on their face to be in substantial
compliance with the terms of a Letter of Credit, the applicable Issuing Bank may, in its sole
discretion, either accept and make payment upon such<BR><BR>

<P ALIGN=CENTER>41</P>
<HR SIZE=1 NOSHADE><BR><BR>


<P> documents without responsibility for further
investigation, regardless of any notice or information to the contrary, or refuse to accept and make
payment upon such documents if such documents are not in strict compliance with the terms of such Letter
of Credit.</P>


<LI><U>Disbursement Procedures.</u>  An Issuing Bank shall, promptly following its receipt
thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit
issued by it.  Such Issuing Bank shall promptly notify the Administrative Agent and the Borrower by
telephone (confirmed by telecopy) of such demand for payment and whether such Issuing Bank has made or
will make an LC Disbursement thereunder; <U>provided</u> that any failure to give or delay in giving such
notice shall not relieve the Borrower of its obligation to reimburse such Issuing Bank and the Lenders
with respect to any such LC Disbursement.<BR><BR>

<LI><U>Interim Interest.</u>  If an Issuing Bank shall make any LC Disbursement, then,
unless the Borrower shall reimburse such LC Disbursement in full on the date such LC Disbursement is
made, the unpaid amount thereof shall bear interest, for each day from and including the date such LC
Disbursement is made to but excluding the date that the Borrower reimburses such LC Disbursement, at the
rate per annum then applicable to ABR Revolving Loans; <U>provided</u> that, if the Borrower fails to reimburse
such LC Disbursement when due pursuant to paragraph (e) of this Section, then Section 2.13(e) shall
apply.  Interest accrued pursuant to this paragraph shall be for the account of the applicable Issuing
Bank, except that interest accrued on and after the date of payment by any Lender pursuant to paragraph
(e) of this Section to reimburse such Issuing Bank shall be for the account of such Lender to the extent
of such payment.<BR><BR>


<LI><U>Replacement of Issuing Bank.</u>  Any Issuing Bank may be replaced at any time by
written agreement among the Borrower, the Administrative Agent, the replaced Issuing Bank and the
successor Issuing Bank.  The Administrative Agent shall notify the Lenders of any such replacement of
an  Issuing Bank.  At the time any such replacement shall become effective, the Borrower shall pay all
unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.12(b).  From and
after the effective date of any such replacement, (i) the successor Issuing Bank shall have all the
rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit to be
issued thereafter and (ii) references herein to the term "Issuing Bank" shall be deemed to refer to such
successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the
context shall require.  After <BR><BR>

<P ALIGN=CENTER>42</P>
<HR SIZE=1 NOSHADE><BR><BR>

<P>the replacement of an Issuing Bank hereunder, the replaced Issuing Bank
shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank
under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall
not be required to issue additional Letters of Credit.</P>

<LI><U>Addition of Issuing Bank.</u>  The Borrower may, at any time and from time to time
with the consent of the Administrative Agent (which consent shall not be unreasonably withheld) and such
Lender, designate one or more additional Lenders to act as an issuing bank under the terms of this
Agreement.  Any Lender designated as an Issuing Bank pursuant to this paragraph (j) shall be deemed to
be an "Issuing Bank" for the purposes of this Agreement (in addition to being a Lender) with respect to
Letters of Credit issued by such Lender.<BR><BR>



<LI><U>Cash Collateralization.</u>  If any Event of Default shall occur and be continuing,
on the Business Day that the Borrower receives notice from the Administrative Agent or the Required
Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposure representing
greater than 50% of the total LC Exposure) demanding the deposit of cash collateral pursuant to this
paragraph, the Borrower shall deposit in an account with the Administrative Agent, in the name of the
Administrative Agent and for the benefit of the Lenders, an amount in cash equal to the LC Exposure as
of such date plus any accrued and unpaid interest thereon; <U>provided</u> that the obligation to deposit such
cash collateral shall become effective immediately, and such deposit shall become immediately due and
payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with
respect to the Borrower described in clause (i) or (j) of Section 7.01.  Such deposit shall be held by
the Administrative Agent as collateral for the payment and performance of the obligations of the
Borrower under this Agreement.  The Administrative Agent shall have exclusive dominion and control,
including the exclusive right of withdrawal, over such account.  Other than any interest earned on the
investment of such deposits, which investments shall be made at the option and sole discretion of the
Administrative Agent and at the Borrower's risk and expense, such deposits shall not bear interest.
Interest or profits, if any, on such investments shall accumulate in such account.  Moneys in such
account shall be applied by the Administrative Agent to reimburse any Issuing Bank for LC Disbursements
for which it has not been reimbursed and, to the extent not so applied, shall be held for the
satisfaction of the reimbursement obligations of the Borrower for the LC<BR><BR>

<P ALIGN=CENTER>43</P>
<HR SIZE=1 NOSHADE><BR><BR>

<P> Exposure at such time or, if
the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure
representing greater than 50% of the total LC Exposure), be applied to satisfy other obligations of the
Borrower under this Agreement.  If the Borrower is required to provide an amount of cash collateral
hereunder as a result of the occurrence of an Event of Default, (i) such amount (to the extent not
applied as aforesaid) shall be returned to the Borrower within three Business Days after all Events of
Default have been cured or waived and (ii) if any Letter of Credit thereafter expires or is terminated,
then within three Business Days thereafter there shall be returned to the Borrower an amount equal to
the excess, if any, of the amount of cash collateral then held hereunder (excluding amounts attributable
to interest or profits on investments) over the amount of LC Exposure and accrued and unpaid interest
thereon after giving effect to such expiration or termination.</P>

</ol>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 2.07. <U>Funding of Borrowings.</u> (a) Each Lender
shall make each Loan to be made by it hereunder on the proposed date thereof (i) by wire
transfer of immediately available funds by 12:00 noon, New York City time at the place of
payment, to the account of the Administrative Agent most recently designated by it for
such purpose by notice to the Lenders or (ii) subject to the provisions of Section 2.04,
if such Borrowing is to be made in an Alternative Currency, by making available the
Equivalent Amount of such Alternative Currency (in such funds as may then be customary
for the settlement of international transactions in the Alternative Currency) by 12:00
noon, local time at the place of payment, to the account of the Administrative Agent at
such place as shall have been notified by the Administrative Agent to the Lenders by not
less than five Business Days' notice; <U>provided</U> that Swingline Loans shall be made as
provided in Section 2.05. The Administrative Agent will make such Loans available to the
Borrower by promptly crediting the amounts so received, in like funds, to an account of
the Borrower maintained with the Administrative Agent in New York City and designated by
the Borrower in the applicable Borrowing Request or Competitive Bid Request (or, in the
case of a Borrowing made in an Alternative Currency, to an account mutually agreed
between the Borrower and the Administrative Agent for funding such Borrowing); <U>provided</U> that (i) ABR Revolving Loans made to finance the reimbursement of an LC Disbursement as
provided in Section 2.06(e) shall be remitted by the Administrative Agent to the
applicable Issuing Bank and (ii) ABR Revolving Loans made to refinance outstanding
Swingline Loans as provided in Section 2.02(d)</P><BR><BR>

<P ALIGN=CENTER>44</P>
<HR SIZE=1 NOSHADE><BR><BR>

<P> shall be remitted by the Administrative Agent to the Swingline Lender.</P>

<ol type=a start=2><LI>Unless the Administrative Agent shall have received notice from a Lender prior to
the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent
such Lender's share of such Borrowing, the Administrative Agent may assume that such Lender has made
such share available on such date in accordance with paragraph (a) of this Section and may, in reliance
upon such assumption, make available to the Borrower a corresponding amount.  In such event, if a Lender
has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then
the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on
demand such corresponding amount with interest thereon, for each day from and including the date such
amount is made available to the Borrower to but excluding the date of payment to the Administrative
Agent, at (i) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate
determined by the Administrative Agent in accordance with banking industry rules on interbank
compensation or (ii) in the case of the Borrower, the interest rate applicable to ABR Loans.  If such
Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender's
Loan included in such Borrowing.</ol>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 2.08. <U>Interest Elections.</u> (a) Each Revolving
Borrowing initially shall be of the Type specified in the applicable Borrowing Request
and, in the case of a Eurodollar Borrowing, shall have an initial Interest Period as
specified in such Borrowing Request. Thereafter, the Borrower may elect to convert such
Borrowing to a different Type or to continue such Borrowing and, in the case of a
Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in this
Section. The Borrower may elect different options with respect to different portions of
the affected Borrowing, in which case each such portion shall be allocated ratably among
the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each
such portion shall be considered a separate Borrowing. This Section shall not apply to
Competitive Borrowings or Swingline Borrowings, which may not be converted or continued.</P>


<OL type=a start=2><li>To make an election pursuant to this Section, the Borrower shall notify the
Administrative Agent of such election by telephone by the time that a Borrowing Request would be
required under Section 2.03 if the Borrower were requesting a Revolving Borrowing of the Type resulting
from<BR><BR>

<P ALIGN=CENTER>45</P>
<HR SIZE=1 NOSHADE><BR><BR>


<P> such election to be made on the effective date of such election.  Each such telephonic Interest
Election Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to
the Administrative Agent of a written Interest Election Request in a form approved by the Administrative
Agent and signed by the Borrower.</P>

<LI>Each telephonic and written Interest Election Request shall specify the following
information in compliance with Section 2.02:<BR><BR>

<ol type=i><LI>the Borrowing to which such Interest Election Request applies and, if
         different options are being elected with respect to different portions thereof, the portions
         thereof to be allocated to each resulting Borrowing (in which case the information to be
         specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting
         Borrowing);<BR><BR>

<LI>the effective date of the election made pursuant to such Interest Election
         Request, which shall be a Business Day;<BR><BR>

<LI>whether the resulting Borrowing is to be an ABR Borrowing or a Eurodollar
         Borrowing; and<BR><BR>

<LI>if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to
         be applicable thereto after giving effect to such election, which shall be a period
        contemplated by the definition of the term "Interest Period".</ol>

<P>If any such Interest Election Request requests a Eurodollar Borrowing but does not
specify an Interest Period, then the Borrower shall be deemed to have selected an
Interest Period of one month's duration.</P>

<li>Promptly following receipt of an Interest Election Request, the Administrative
Agent shall advise each Lender of the details thereof and of such Lender's portion of each resulting
Borrowing.<BR><BR>


<LI>If the Borrower fails to deliver a timely Interest Election Request with respect
to a Eurodollar Revolving Borrowing prior to the end of the Interest Period applicable thereto, then,
unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing
shall be converted to an ABR Borrowing.  Notwithstanding any contrary provision hereof, if an Event of
Default has occurred and is continuing and the Administrative Agent, at the request of the Required<BR><BR>

<P ALIGN=CENTER>46</P>
<HR SIZE=1 NOSHADE><BR><BR>


<P>Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing (i) no outstanding
Borrowing may be converted to or continued as a Eurodollar Borrowing and (ii) unless repaid, each
Eurodollar Revolving Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period
applicable thereto.</P>
</ol>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 2.09. <U>Termination and Reduction of Commitments.</U>
(a) Unless previously terminated, the Commitments shall terminate on the Maturity Date.</P>

<ol type=a start=2><LI>The Borrower may at any time terminate, or from time to time reduce, the
Commitments; <U>provided</u> that (i) each reduction of the Commitments shall be in an amount that is an
integral multiple of $5,000,000 and not less than $10,000,000 and (ii) the Borrower shall not terminate
or reduce the Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in
accordance with Section 2.11, the sum of the Revolving Credit Exposures plus the aggregate principal
amount of outstanding Competitive Loans would exceed the total Commitments.<BR><BR>

<LI>The Borrower shall notify the Administrative Agent of any election to terminate
or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the
effective date of such termination or reduction, specifying such election and the effective date
thereof.  Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of
the contents thereof.  Each notice delivered by the Borrower pursuant to this Section shall be
irrevocable; <U>provided</u> that a notice of termination of the Commitments delivered by the Borrower may
state that such notice is conditioned upon the effectiveness of other credit facilities, in which case
such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the
specified effective date) if such condition is not satisfied.  Any termination or reduction of the
Commitments shall be permanent.  Each reduction of the Commitments shall be made ratably among the
Lenders in accordance with their respective Commitments.</ol>



<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 2.10. <U>Repayment of Loans; Evidence of Debt.</u> (a) The Borrower hereby
unconditionally promises to pay (i) to the Administrative Agent for the account of each
Lender the then unpaid principal amount of each Revolving Loan of such Lender on the
Maturity Date, (ii) to the Administrative Agent for the account of each Lender the then
unpaid principal amount of each Competitive Loan on the last day of the Interest Period
applicable to such Loan and (iii) to the Swingline Lender the then unpaid principal
amount of each Swingline Loan on the earlier of the Maturity Date and</P><BR><BR>

<P ALIGN=CENTER>47</P>
<HR SIZE=1 NOSHADE><BR><BR>


<P> the date that is
five Business Days after such Swingline Loan is made; <U>provided</u> that on each date that a
Revolving Borrowing or Competitive Borrowing (other than a Competitive Borrowing
denominated in an Alternative Currency) is made, the Borrower shall repay all Swingline
Loans which were outstanding at the time such Borrowing was requested.</P>


<ol type=a start=2><li>Each Lender shall maintain in accordance with its usual practice an account or
accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by
such Lender, including the amounts of principal and interest payable and paid to such Lender from time
to time hereunder.<BR><BR>

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

<LI>The entries made in the accounts maintained pursuant to paragraph (b) or (c) of
this Section shall be <U>prima</u> <U>facie</u> evidence of the existence and amounts of the obligations recorded
therein; <U>provided</u> that the failure of any Lender or the Administrative Agent to maintain such accounts
or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans in
accordance with the terms of this Agreement.<BR><BR>

<LI>Any Lender may request that Loans of any Class made by it be evidenced by a
promissory note.  In such event, the Borrower shall prepare, execute and deliver to such Lender a
promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and
its registered assigns) and in a form approved by the Administrative Agent.  Thereafter, the Loans
evidenced by such promissory note and interest thereon shall at all times (including after assignment
pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the
order of the payee named therein (or, if such promissory note is a registered note, to such payee and
its registered assigns).</ol>



<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 2.11. <U>Prepayment of Loans.</u> (a) The Borrower
shall have the right at any time and from time to time to prepay any Borrowing in whole
or in part, subject to prior notice in accordance with paragraph (b) of this Section;
<U>provided</u> that the Borrower shall not have the right</P><BR><BR>

<P ALIGN=CENTER>48</P>
<HR SIZE=1 NOSHADE><BR><BR>


<P> to prepay any Competitive Loan
without the prior consent of the Lender thereof.</P>

<OL type=a start=2><li>The Borrower shall notify the Administrative  Agent (and, in the case of
prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any
prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m.,
New York City time, three Business Days before the date of prepayment, (ii) in the case of prepayment of
an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of
prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York
City time, on the date of prepayment.  Each such notice shall be irrevocable and shall specify the
prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; <U>provided</u>
that, if a notice of optional prepayment is given in connection with a conditional notice of termination
of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if
such notice of termination is revoked in accordance with Section 2.09.  Promptly following receipt of
any such notice (other than a notice relating solely to Swingline Loans), the Administrative Agent shall
advise the Lenders of the contents thereof.  Each partial prepayment of any Borrowing shall be in an
aggregate amount that is an integral multiple of $1,000,000 and not less than $10,000,000.  Each
prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing.
Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13.</ol>




<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 2.12. <U>Fees.</u> (a) The Borrower agrees to pay to
the Administrative Agent for the account of each Lender a facility fee, which shall
accrue at the Applicable Rate on the daily amount of the Commitment of such Lender
(whether used or unused) during the period from and including the date of execution and
delivery of this Agreement to but excluding the date on which such Commitment terminates;
<U>provided</u> that, if such Lender continues to have any Revolving Credit Exposure after its
Commitment terminates, then such facility fee shall continue to accrue on the daily
amount of such Lender's Revolving Credit Exposure from and including the date on which
its Commitment terminates to but excluding the date on which such Lender ceases to have
any Revolving Credit Exposure. Accrued facility fees shall be payable in arrears on the
last day of March, June, September and December of each year and on the date on which the
Commitments terminate, commencing on the first such date to occur after the date hereof;
<U>provided</u> that any facility fees accruing after the date on which the</P><BR><BR>

<P ALIGN=CENTER>49</P>
<HR SIZE=1 NOSHADE><BR><BR>


<P> Commitments
terminate shall be payable on demand. All facility fees shall be computed on the basis of
a year of 360 days and shall be payable for the actual number of days elapsed (including
the first day but excluding the last day).</P>

<OL type=a start=2><LI>The Borrower agrees to pay (i) to the Administrative Agent for the account of
each Lender a participation fee with respect to its participations in Letters of Credit, which shall
accrue at the same Applicable Rate as the spread over the Adjusted LIBO rate applicable to Eurodollar
Revolving Loans on the average daily amount of such Lender's LC Exposure (excluding any portion thereof
attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date
to but excluding the later of the date on which such Lender's Commitment terminates and the date on
which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank a fronting fee, which
shall accrue at the rate or rates per annum separately agreed upon between the Borrower and such Issuing
Bank on the average daily amount of the LC Exposure attributable to Letters of Credit issued by such
Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the
period from and including the Effective Date to but excluding the later of the date of termination of
the Commitments and the date on which there ceases to be any such LC Exposure, as well as such Issuing
Bank's standard fees with respect to the issuance, amendment, renewal or extension of any Letter of
Credit or processing of drawings thereunder.  Participation fees and fronting fees accrued through and
including the last day of March, June, September and December of each year shall be payable on the third
Business Day following such last day, commencing on the first such date to occur after the Effective
Date; <U>provided</u> that all such fees shall be payable on the date on which the Commitments terminate and
any such fees accruing after the date on which the Commitments terminate shall be payable on demand.
Any other fees payable to such Issuing Bank pursuant to this paragraph shall be payable within 10 days
after demand.  All participation fees and fronting fees shall be computed on the basis of a year of 360
days and shall be payable for the actual number of days elapsed (including the first day but excluding
the last day).<BR><BR>



<LI>The Borrower agrees to pay to the Administrative Agent, for its own account, fees
payable in the amounts and at the times separately agreed upon between the Borrower and the
Administrative Agent.<BR><BR>

<P ALIGN=CENTER>50</P>
<HR SIZE=1 NOSHADE><BR><BR>



<LI>All fees payable hereunder shall be paid on the dates due, in immediately
available funds, to the Administrative Agent (or to the applicable Issuing Bank, in the case of fees
payable to it) for distribution, in the case of facility fees and participation fees, to the Lenders.
Fees paid shall not be refundable under any circumstances.</oL>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 2.13. <U>Interest.</u>(a) The Loans comprising
each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable
Rate.</P>

<ol type=a start=2><li>The Loans comprising each Eurodollar Borrowing shall bear interest (i) in the
case of a Eurodollar Revolving Loan, at the Adjusted LIBO Rate for the Interest Period in effect for
such Borrowing plus the Applicable Rate, or (ii) in the case of a Eurodollar Competitive Loan, at the
LIBO Rate for the Interest Period in effect for such Borrowing plus (or minus, as applicable) the Margin
applicable to such Loan.<BR><BR>

<LI>Each Fixed Rate Loan shall bear interest at the Fixed Rate applicable to such
Loan.<BR><BR>

<LI>Each Swingline Loan shall bear interest at such rate per annum as shall be agreed
to in writing by the Borrower and the Swingline Lender with respect to such Swingline Loan or, if no
such agreement shall be made, at the rate then applicable to ABR Loans pursuant to paragraph (a) of this
Section.<BR><BR>

<LI>Notwithstanding the foregoing, if any principal of or interest on any Loan or any
fee or other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity,
upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before
judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2% plus the
rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section or (ii)
in the case of any other amount, 2% plus the rate applicable to ABR Loans as provided in paragraph (a)
of this Section.<BR><BR>


<LI>Accrued interest on each Loan shall be payable in arrears on each Interest
Payment Date for such Loan and, in the case of Revolving Loans, upon termination of the Commitments;
<U>provided</u> that (i) interest accrued pursuant to paragraph (e) of this Section shall be payable on demand,
(ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR
Revolving Loan prior to the end of the Availability Period), accrued<BR><BR>

<P ALIGN=CENTER>51</P>
<HR SIZE=1 NOSHADE><BR><BR>

<P> interest on the principal amount
repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of
any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor, accrued
interest on such Loan shall be payable on the effective date of such conversion.</P>

<LI>All interest hereunder shall be computed on the basis of a year of 360 days,
except that interest computed by reference to the Alternate Base Rate at times when the Alternate Base
Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a
leap year), and in each case shall be payable for the actual number of days elapsed (including the first
day but excluding the last day).  The applicable Alternate Base Rate, Adjusted LIBO Rate or LIBO Rate
shall be determined by the Administrative Agent, and such determination shall be conclusive absent
manifest error.</ol>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 2.14. <U>Alternate Rate of Interest.</u> If prior to
the commencement of any Interest Period for a Eurodollar Borrowing:</P>

<OL type=a><LI>the Administrative Agent determines (which determination shall be conclusive
         absent manifest error) that adequate and reasonable means do not exist for ascertaining the
         Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or<BR><BR>

<LI>the Administrative Agent is advised by the Required Lenders (or, in the case of a
         Eurodollar Competitive Loan, the Lender that is required to make such Loan) that the Adjusted
         LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and
         fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or
         its Loan) included in such Borrowing for such Interest Period;</ol>





<P>then the Administrative Agent shall give notice thereof to the Borrower and the
Lenders by telephone or telecopy as promptly as practicable thereafter and, until the
Administrative Agent notifies the Borrower and the Lenders that the circumstances giving
rise to such notice no longer exist, (i) any Interest Election Request that requests the
conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar
Borrowing shall be ineffective,</P>
<BR><BR>
<P ALIGN=CENTER>52</P>
<HR SIZE=1 NOSHADE><BR><BR>


<P> (ii) if any Borrowing Request requests a Eurodollar
Revolving Borrowing, such Borrowing shall be made as an ABR Borrowing and (iii) any
request by the Borrower for a Eurodollar Competitive Borrowing shall be ineffective;
<U>provided</u> that, if the circumstances giving rise to such notice do not affect all the
Lenders, then requests by the Borrower for Eurodollar Competitive Borrowings may be made
to Lenders that are not affected thereby.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 2.15. <U>Increased Costs.</u> (a) If any Change in Law
shall:</P>

<OL type=i><LI>impose, modify or deem applicable any reserve, special deposit or similar
         requirement against assets of, deposits with or for the account of, or credit extended by, any
         Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate) or any Issuing
         Bank; or<BR><BR>

<LI>impose on any Lender or any Issuing Bank or the London interbank market any other
         condition affecting this Agreement or Eurodollar Loans or Fixed Rate Loans made by such Lender
         or any Letter of Credit or participation therein;</ol>

<P>and the result of any of the foregoing shall be to increase the cost to such Lender of
making or maintaining any Eurodollar Loan or Fixed Rate Loan (or of maintaining its
obligation to make any such Loan) or to increase the cost to such Lender or such Issuing
Bank of participating in, issuing or maintaining any Letter of Credit or to reduce the
amount of any sum received or receivable by such Lender or such Issuing Bank hereunder
(whether of principal, interest or otherwise), then the Borrower will pay to such Lender
or such Issuing Bank, as the case may be, such additional amount or amounts as will
compensate such Lender or such Issuing Bank, as the case may be, for such additional
costs incurred or reduction suffered.</P>



<ol type=a start=2><LI>If any Lender or any Issuing Bank reasonably determines that any Change in Law
regarding capital requirements has or would have the effect of reducing the rate of return on such
Lender's or such Issuing Bank's capital or on the capital of such Lender's or such Issuing Bank's
holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in
Letters of Credit held by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a level
below that which such Lender or such Issuing Bank or such Lender's or such Issuing Bank's holding
company could have achieved but for such Change in Law (taking into consideration such Lender's or such
Issuing Bank's policies and the policies of such Lender's or such Issuing Bank's holding company with
respect to capital adequacy), then from time to time the Borrower will pay to such Lender or such
Issuing Bank, as the case<BR><BR>

<P ALIGN=CENTER>53</P>
<HR SIZE=1 NOSHADE><BR><BR>



<P> may be, such additional amount or amounts as will compensate such Lender or
such Issuing Bank or such Lender's or such Issuing Bank's holding company for any such reduction
suffered.</P>

<LI>A certificate of a Lender or an Issuing Bank setting forth the amount or amounts
necessary to compensate such Lender or such Issuing Bank or its holding company, as the case may be, as
specified in paragraph (a) or (b) of this Section shall be delivered to the Borrower and shall be
conclusive absent manifest error.  The Borrower shall pay such Lender or such Issuing Bank, as the case
may be, the amount shown as due on any such certificate within 10 days after receipt thereof.<BR><BR>

<LI>Failure or delay on the part of any Lender or any Issuing Bank to demand
compensation pursuant to this Section shall not constitute a waiver of such Lender's or such Issuing
Bank's right to demand such compensation; <U>provided</u> that the Borrower shall not be required to compensate
a Lender or an Issuing Bank pursuant to this Section for any increased costs or reductions incurred more
than 270 days prior to the date that such Lender or such Issuing Bank, as the case may be, notifies the
Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender's or
such Issuing Bank's intention to claim compensation therefor; <U>provided</U>, <U>further</u>, that if the Change in
Law giving rise to such increased costs or reductions is retroactive, then the 270-day period referred
to above shall be extended to include the period of retroactive effect thereof.<BR><BR>

<LI>Notwithstanding the foregoing provisions of this Section, a Lender shall not be
entitled to compensation pursuant to this Section in respect of any Competitive Loan if the Change in
Law that would otherwise entitle it to such compensation shall have been publicly announced prior to
submission of the Competitive Bid pursuant to which such Loan was made.</ol>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 2.16. <U>Break Funding Payments.</u> In the event of
(a) the payment of any principal of any Eurodollar Loan or Fixed Rate Loan other than on
the last day of an Interest Period applicable thereto (including as a result of an Event
of Default), (b) the conversion of any Eurodollar Loan other than on the last day of the
Interest Period applicable thereto, (c) the failure to borrow, convert, continue or
prepay any Revolving Loan on the date specified in any notice delivered pursuant hereto
(regardless of whether such notice may be revoked under Section 2.11(b) and is revoked in
accordance therewith), (d) the failure to</P><BR><BR>

<P ALIGN=CENTER>54</P>
<HR SIZE=1 NOSHADE><BR><BR>


<P> borrow any Competitive Loan after accepting the
Competitive Bid to make such Loan, or (e) the assignment of any Eurodollar Loan or Fixed
Rate Loan other than on the last day of the Interest Period applicable thereto as a
result of a request by the Borrower pursuant to Section 2.19, then, in any such event,
the Borrower shall compensate each Lender for the loss, cost and expense attributable to
such event. In the case of a Eurodollar Loan, such loss, cost or expense to any Lender
shall be deemed to include an amount determined by such Lender to be the excess, if any,
of (i) the amount of interest which would have accrued on the principal amount of such
Loan had such event not occurred, at the Adjusted LIBO Rate that would have been
applicable to such Loan, for the period from the date of such event to the last day of
the then current Interest Period therefor (or, in the case of a failure to borrow,
convert or continue, for the period that would have been the Interest Period for such
Loan), over (ii) the amount of interest which would accrue on such principal amount for
such period at the interest rate which such Lender would bid were it to bid, at the
commencement of such period, for dollar deposits of a comparable amount and period from
other banks in the eurodollar market. A certificate of any Lender setting forth any
amount or amounts that such Lender is entitled to receive pursuant to this Section shall
be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower
shall pay such Lender the amount shown as due on any such certificate within 10 days
after receipt thereof.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 2.17. <U>Taxes.</U> (a) Any and all payments by or on
account of any obligation of the Borrower hereunder shall be made free and clear of and
without deduction for any Indemnified Taxes or Other Taxes; <U>provided</u> that if the Borrower
shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then
(i) the sum payable shall be increased as necessary so that after making all required
deductions (including deductions applicable to additional sums payable under this
Section) the Administrative Agent, Lender or Issuing Bank (as the case may be) receives
an amount equal to the sum it would have received had no such deductions been made, (ii) the
Borrower shall make such deductions and (iii) the Borrower shall pay the full amount
deducted to the relevant Governmental Authority in accordance with applicable law.</P>


<ol type=a start=2><LI>In addition, the Borrower shall pay any Other Taxes to the relevant Governmental
Authority in accordance with applicable law.<BR><BR>

<LI>The Borrower shall indemnify the Administrative Agent, each Lender and each
Issuing Bank,<BR><BR>

<P ALIGN=CENTER>55</P>
<HR SIZE=1 NOSHADE><BR><BR>


<P>within 10 days after written demand therefor, for the full amount of any Indemnified Taxes
or Other Taxes paid by the Administrative Agent, such Lender or such Issuing Bank, as the case may be,
on or with respect to any payment by or on account of any obligation of the Borrower hereunder
(including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable
under this Section) and any penalties, interest and reasonable expenses arising therefrom or with
respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed
or asserted by the relevant Governmental Authority.  A certificate as to the amount of such payment or
liability delivered to the Borrower by a Lender or an Issuing Bank, or by the Administrative Agent on
its own behalf or on behalf of a Lender or an Issuing Bank, shall be conclusive absent manifest error.</P>


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

<LI>Any Foreign Lender that is entitled to an exemption from or reduction of
withholding tax under the law of the jurisdiction in which the Borrower is located, or any treaty to
which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to the
Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law,
such properly completed and executed documentation prescribed by applicable law or reasonably requested
by the Borrower as will permit such payments to be made without withholding or at a reduced rate.</OL>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 2.18. <U>Payments Generally; Pro Rata Treatment;
Sharing of Setoffs.</U> (a) Except for payments required to be made hereunder in an
Alternative Currency as expressly provided in Section 2.04(g), the Borrower shall make
each payment required to be made by it hereunder (whether of principal, interest, fees or
reimbursement of LC Disbursements, or of amounts payable under Section 2.15, 2.16 or
2.17, or otherwise) in dollars prior to 12:00 noon, New York City time, on the date when
due, in immediately available funds, without setoff or counterclaim. All such payments
shall be made to the Administrative Agent at its offices at 270 Park Avenue, New York,
New York, except payments to be made directly to an Issuing Bank or the</P><BR><BR>

<P ALIGN=CENTER>56</P>
<HR SIZE=1 NOSHADE><BR><BR>

<P> Swingline Lender
as expressly provided herein and except that payments pursuant to Sections 2.15, 2.16,
2.17 and 9.03 shall be made directly to the Persons entitled thereto. All payments to be
made by the Borrower in an Alternative Currency pursuant to Section 2.04(g) shall be made
in such Alternative Currency in such funds as may then be customary for the settlement of
international transactions in such Alternative Currency for the account of the
Administrative Agent at such time and at such place as shall have been notified by the
Administrative Agent to the Borrower by not less than four Business Days' notice. Any
amounts received after the time required to be received hereunder on any date may, in the
discretion of the Administrative Agent, be deemed to have been received on the next
succeeding Business Day for purposes of calculating interest thereon. The Administrative
Agent shall distribute any such payments received by it for the account of any other
Person to the appropriate recipient promptly following receipt thereof. If any payment
hereunder shall be due on a day that is not a Business Day, the date for payment shall be
extended to the next succeeding Business Day, and, in the case of any payment accruing
interest, interest thereon shall be payable for the period of such extension. Except for
payments required to be made hereunder in an Alternative Currency as expressly provided
in Section 2.04(g), all payments hereunder shall be made in dollars.</P>

<OL type=a start=2><LI>If at any time insufficient funds are received by and available to the
Administrative Agent to pay fully all amounts of principal, unreimbursed LC Disbursements, interest and
fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees
then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of
interest and fees then due to such parties, and (ii) second, towards payment of principal and
unreimbursed LC Disbursements then due hereunder, ratably among the parties entitled thereto in
accordance with the amounts of principal and unreimbursed LC Disbursements then due to such parties;
<U>provided</u> that all funds received by the Administrative Agent in an Alternative Currency pursuant to
Section 2.04(g) shall be applied ratably to the payment of amounts due with respect to Competitive Loans
in such Alternative Currency in accordance with the provisions of this paragraph to the parties entitled
thereto in accordance with the amounts then due to such parties.<BR><BR>

<LI>If any Lender shall, by exercising any right of set-off or counterclaim or
otherwise, obtain payment in respect of any principal of or interest on any of its Revolving Loans or
participations in LC Disbursements or<BR><BR>

<P ALIGN=CENTER>57</P>
<HR SIZE=1 NOSHADE><BR><BR>


<P> Swingline Loans resulting in such Lender receiving payment of a
greater proportion of the aggregate amount of its Revolving Loans and participations in LC Disbursements
and Swingline Loans and accrued interest thereon than the proportion received by any other Lender, then
the Lender receiving such greater proportion shall purchase (for cash at face value) participations in
the Revolving Loans and participations in LC Disbursements and Swingline Loans of other Lenders to the
extent necessary 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 Revolving
Loans and participations in LC Disbursements and Swingline Loans; <U>provided</U> that (i) if any such
participations are purchased and all or any portion of the payment giving rise thereto is recovered,
such participations shall be rescinded and the purchase price restored to the extent of such recovery,
without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any
payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or
any payment obtained by a Lender as consideration for the assignment of or sale of a participation in
any of its Loans or participations in LC Disbursements to any assignee or participant, other than to the
Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall
apply).  The 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 the Borrower rights of set-off and counterclaim with respect to such participation as
fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.</P>

<LI>Unless the Administrative Agent shall have received notice from the Borrower
prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders
or any Issuing Bank hereunder that the Borrower will not make such payment, the Administrative Agent may
assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance
upon such assumption, distribute to the Lenders or any Issuing Bank, as the case may be, the amount
due.  In such event, if the Borrower has not in fact made such payment, then each of the Lenders or each
Issuing Bank, as the case may be, severally agrees to repay to the Administrative Agent forthwith on
demand the amount so distributed to such Lender or such Issuing Bank 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 greater of the Federal Funds Effective Rate<BR><BR>

<P ALIGN=CENTER>58</P>
<HR SIZE=1 NOSHADE><BR><BR>

<P> and a rate determined by the
Administrative Agent in accordance with banking industry rules on interbank compensation.</P>

<LI>If any Lender shall fail to make any payment required to be made by it pursuant
to Section 2.05(c), 2.06(d) or (e), 2.07(b) or 2.18(d), then the Administrative Agent may, in its
discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the
Administrative Agent for the account of such Lender to satisfy such Lender's obligations under such
Sections until all such unsatisfied obligations are fully paid.</ol>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 2.19. <U>Mitigation Obligations; Replacement of
Lenders.</u> (a) If any Lender requests compensation under Section 2.15, or if the Borrower
is required to pay any additional amount to any Lender or any Governmental Authority for
the account of any Lender pursuant to Section 2.17, then such Lender shall use reasonable
efforts to file any certificate or document reasonably requested by the Borrower or
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 such filing, designation or assignment (i) would eliminate or reduce
amounts payable pursuant to Section 2.15 or 2.17, as the case may be, in the future and
(ii) in the judgment of such Lender, would not subject such Lender to any unreimbursed
cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower
hereby agrees to pay all reasonable costs and expenses incurred by any Lender in
connection with any such designation or assignment.</P>


<OL type=a start=2><LI>If any Lender requests compensation under Section 2.15, or if the Borrower is
required to pay any additional amount to any Lender or any Governmental Authority for the account of any
Lender pursuant to Section 2.17, or if any Lender defaults in its obligation to fund Loans hereunder, or
if the Borrower is entitled to replace a Lender pursuant to Section 9.02(c), then the Borrower 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 Section 9.04), all its interests, rights and obligations under this Agreement (other than
in respect of any outstanding Competitive Loans held by it) to an assignee that shall assume such
obligations (which assignee may be another Lender, if a Lender accepts such assignment); <U>provided</U> that
(i) the Borrower shall have received the prior written consent of the Administrative Agent, which
consent<BR><BR>

<P ALIGN=CENTER>59</P>
<HR SIZE=1 NOSHADE><BR><BR>


<P>shall not be unreasonably withheld, (ii) such Lender shall have received payment of an amount
equal to the outstanding principal of its Loans (other than Competitive Loans) and participations in LC
Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable
to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and
fees) or the Borrower (in the case of all other amounts) and (iii) in the case of any such assignment
resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to
Section 2.17, such assignment will result in a reduction in such compensation or payments.  A Lender
shall not be required to make any such assignment and delegation if, prior thereto, as a result of a
waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment
and delegation cease to apply.</P>
</ol>


<P ALIGN=CENTER>ARTICLE III</P>

<P align=center><u>Representations and Warranties</U></P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Borrower represents and warrants to the Lenders that:</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 3.01. <U>Organization; Powers.</u> Each of the Borrower
and its Subsidiaries is duly organized, validly existing and in good standing under the
laws of the jurisdiction of its organization, has all requisite power and authority to
carry on its business as now conducted and is qualified to do business in, and is in good
standing in, every jurisdiction where such qualification is required, in each case except
where the failure to do so, individually or in the aggregate, would not reasonably be
expected to result in a Material Adverse Effect.</P>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 3.02. <U>Authorization; Enforceability.</u> The
Transactions to be entered into by each Loan Party are within such Loan Party's corporate
powers and have been duly authorized by all necessary corporate and, if required,
stockholder action. This Agreement and any promissory notes issued pursuant to Section 2.10(e)
have been duly executed and delivered by the Borrower and constitute, and the Guarantee
Agreement, when executed and delivered by any Loan Party that becomes party thereto will
constitute, a legal, valid and binding obligation of the Borrower or such Loan Party, as
the case may be, enforceable in accordance with its terms, subject to applicable
bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors'
rights generally and subject to general</P><BR><BR>

<P ALIGN=CENTER>60</P>
<HR SIZE=1 NOSHADE><BR><BR>


<P> principles of equity, regardless of whether
considered in a proceeding in equity or at law.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 3.03. <U>Governmental Approvals; No Conflicts.</U> The
Transactions (a) do not require any consent or approval of, registration or filing with,
or any other action by, any Governmental Authority, except such as have been obtained or
made and are in full force and effect, (b) will not violate any applicable law or
regulation or the charter, by-laws or other organizational documents of the Borrower or
any of its Subsidiaries or any order of any Governmental Authority, (c) will not violate
or result in a default under any indenture, agreement or other instrument binding upon
the Borrower or any of its Subsidiaries or its assets, or give rise to a right thereunder
to require any payment (other than pursuant to this Agreement or repayment of amounts
owing under the Existing Credit Agreement) to be made by the Borrower or any of its
Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any
asset of the Borrower or any of its Subsidiaries, except, with respect to clauses (b) and
(c), any such violations, defaults and payments which, individually or in the aggregate,
would not reasonably be expected to result in a Material Adverse Effect and except, with
respect to clause (d), any such Liens set forth in Schedule 6.02.</P>




<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 3.04. <U>Financial Condition; No Material Adverse
Change</u> (a) The Borrower has
heretofore furnished to the Lenders (i) its consolidated balance sheet and statements of
income, stockholder's equity and cash flows as of and for the fiscal year ended December 29,
2001, reported on by KPMG LLP, independent public accountants, and (ii) its condensed
consolidated balance sheet as of March 23, 2002, its condensed consolidated statements of
income for the 12 week periods ended March 23, 2002 and March 24, 2001, and its condensed
consolidated statements of cash flows for the 12 week periods ended March 23, 2002 and
March 24, 2001, certified by its Financial Officer. Such financial statements present
fairly, in all material respects, the financial position and results of operations and
cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for
such periods in accordance with GAAP, subject to year-end audit adjustments and the
absence of footnotes in the case of the statements referred to in clause (ii) above.</P>

 <ol type=a start=2><LI>Since December 29, 2001, there has been no material adverse change in the
business, assets, operations or condition, financial or otherwise, of the Borrower and its Subsidiaries,
taken as a whole.</ol>
<BR><BR>
<P ALIGN=CENTER>61</P>
<HR SIZE=1 NOSHADE><BR><BR>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 3.05. <U>Properties.</u> (a) Each of the Borrower and
its Subsidiaries has good title to, or valid leasehold interests in, all its real and
personal property material to the business of the Borrower and its Subsidiaries on a
consolidated basis, except for minor defects in title and other matters that do not
interfere with their ability to conduct their businesses on a consolidated basis as
currently conducted or to utilize such properties for their intended purposes on a
consolidated basis.</P>

<ol type=a start=2><LI>Each of the Borrower and its Subsidiaries owns, or is licensed to use, all
trademarks, tradenames, copyrights, patents and other intellectual property material to the business of
the Borrower and its Subsidiaries on a consolidated basis, and the use thereof by the Borrower and its
Subsidiaries does not infringe upon the rights of any other Person, except for any such infringements
that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse
Effect.</ol>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 3.06. <U>Litigation and Environmental Matters.</u> (a) There
are no actions, suits or proceedings (and, to the knowledge of the Borrower, there are no
investigations) by or before any arbitrator or Governmental Authority pending against or,
to the knowledge of the Borrower, threatened against or affecting the Borrower or any of
its Subsidiaries (i) as to which there is a reasonable likelihood of an adverse
determination and that, if adversely determined, would reasonably be expected,
individually or in the aggregate, to result in a Material Adverse Effect (other than the
Disclosed Matters) or (ii) that, other than actions, suits or proceedings commenced by
the Administrative Agent or any Lender, involve this Agreement or the Transactions.</P>



<ol type=a start=2><LI>Except for the Disclosed Matters and except with respect to any other matters
that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse
Effect, neither the Borrower nor any of its Subsidiaries (i) has failed to comply with any Environmental
Law or to obtain, maintain or comply with any permit, license or other approval required under any
Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of
any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental
Liability.<BR><BR>

<li>Since the date of this Agreement, there has been no change in the status of the
Disclosed Matters that, individually or in the aggregate, has resulted in, or would<BR><BR>

<P ALIGN=CENTER>62</P>
<HR SIZE=1 NOSHADE><BR><BR>


<P>reasonably be expected to result in, a Material Adverse Effect.</P>
</ol>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 3.07. <U>Compliance with Laws and Agreements.</u> Each
of the Borrower and its Subsidiaries is in compliance with all laws, regulations and
orders of any Governmental Authority applicable to it or its property and all indentures,
agreements and other instruments binding upon it or its property, except where the
failure to do so, individually or in the aggregate, would not reasonably be expected to
result in a Material Adverse Effect. No Default has occurred and is continuing.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 3.08. <U>Investment and Holding Company Status.</U>
Neither the Borrower nor any of its Subsidiaries is (a) an "investment company" as
defined in, or subject to regulation under, the Investment Company Act of 1940 or (b) a
"holding company" as defined in, or subject to regulation under, the Public Utility
Holding Company Act of 1935.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 3.09. <U>Taxes.</u> Each of the Borrower and its
Subsidiaries has timely filed or caused to be filed all Tax returns and reports required
to have been filed and has paid or caused to be paid all Taxes required to have been paid
by it, except (a) Taxes that are being contested in good faith by appropriate proceedings
and for which the Borrower or such Subsidiary, as applicable, has set aside on its books
adequate reserves or (b) to the extent that the failure to do so would not reasonably be
expected to result in a Material Adverse Effect.</P>




<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 3.10. <U>ERISA.</u> No ERISA Event has occurred or is
reasonably expected to occur that, when taken together with all other such ERISA Events
for which liability is reasonably expected to occur, would reasonably be expected to
result in a Material Adverse Effect. The present value of all accumulated benefit
obligations of all underfunded Plans (based on the assumptions used for purposes of
Statement of Financial Accounting Standards No. 87) did not, as of the date of the most
recent financial statements reflecting such amounts, exceed the fair market value of the
assets of all such underfunded Plans by an amount which, if it were required to be fully
paid, would reasonably be expected to result in a Material Adverse Effect.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 3.11. <U>Disclosure.</u> The Borrower has disclosed to
the Lenders all agreements, instruments and corporate or other restrictions to which it
or any of its Subsidiaries is subject, and all other matters known to it, that,
individually or in the aggregate, would reasonably be</P><BR><BR>

<P ALIGN=CENTER>63</P>
<HR SIZE=1 NOSHADE><BR><BR>

<P> expected to result in a Material
Adverse Effect; <U>provided</u> that, for purposes of this sentence, any information disclosed
in any publicly available filing made by the Borrower with the Securities and Exchange
Commission pursuant to the rules and regulations of the Securities and Exchange
Commission shall be considered to have been disclosed to the Lenders. Except as set forth
in Schedule 3.11, neither the Information Memorandum nor any of the other reports,
financial statements, certificates or other information furnished by or on behalf of the
Borrower by any of its authorized representatives to the Administrative Agent or any
Lender in connection with the negotiation of this Agreement or delivered hereunder (as
modified or supplemented by other information so furnished), when taken as a whole,
contained, at the time so furnished, any material misstatement of fact or omitted, at the
time so furnished, to state any material fact necessary to make the statements therein,
in the light of the circumstances under which they were made and the nature and scope of
the report, financial statement, certificate or other information being furnished, not
materially misleading; <U>provided</u> that, with respect to projected financial information,
the Borrower represents only that such information was prepared in good faith based upon
assumptions believed to be reasonable at the time.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 3.12. <U>Solvency.</u> (a) The fair value of the assets
of the Borrower and the Principal Domestic Subsidiaries taken together, at a fair
valuation, exceed their debts and liabilities, subordinated, contingent or otherwise, on
a consolidated basis.</P>

<OL type=a start=2><li>The present fair saleable value of the property of the Borrower and the Principal
Domestic Subsidiaries taken together is greater than the amount that is required to pay the probable
liability of their debts and other liabilities, subordinated, contingent or otherwise, on a consolidated
basis as such debts and other liabilities become absolute and matured.<BR><BR>


<LI>The Borrower and the Principal Domestic Subsidiaries taken together are able to
pay their debts and liabilities, subordinated, contingent or otherwise, on a consolidated basis as such
debts and liabilities become absolute and matured.<BR><BR>

<LI>The Borrower and the Principal Domestic Subsidiaries taken together do not have
unreasonably small capital with which to conduct the business in which they are engaged as such business
is now conducted and is proposed to be conducted.</ol>
<BR><BR>
<P ALIGN=CENTER>64</P>
<HR SIZE=1 NOSHADE><BR><BR>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 3.13. <U>Initial Guarantors.</u> As of the Effective
Date, there are no Principal Domestic Subsidiaries other than the Initial Guarantors.</P>


<P ALIGN=CENTER>ARTICLE IV</P>

<P align=center><u>Conditions</U></P>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 4.01. <U>Effective Date.</U> The obligations of the
Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder shall
not become effective until the date on which each of the following conditions is
satisfied (or waived in accordance with Section 9.02):</P>

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

<LI>The Administrative Agent (or its counsel) shall have received from each of the
         Borrower and the Initial Guarantors either (i) a counterpart of the Guarantee Agreement signed
         on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent
         (which may include telecopy transmission of a signed signature page of the Guarantee Agreement)
         that such party has signed a counterpart of the Guarantee Agreement.<BR><BR>


<LI>The Administrative Agent shall have received a favorable written opinion
         (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of each of
         Mayer, Brown, Rowe &amp; Maw and Matthew Preston, Esq., counsel for the Loan Parties, substantially
         in the form of Exhibits C-1 and C-2, respectively, and covering such other matters relating to
         the Loan Parties, the Loan Documents or the Transactions as the Required Lenders shall
         reasonably request.  The Borrower hereby requests such counsel to deliver such opinion.<BR><BR>

<LI>The Administrative Agent shall have received such documents and certificates as
         the Administrative Agent or its counsel may reasonably request relating to the organization,
         existence and good standing of the<BR><BR>

<P ALIGN=CENTER>65</P>
<HR SIZE=1 NOSHADE><BR><BR>


<P> Loan Parties, the authorization of the Transactions and any
         other legal matters relating to the Loan Parties, the Loan Documents or the Transactions, all
         in form and substance reasonably satisfactory to the Administrative Agent and its counsel.</P>


<LI>The Administrative Agent shall have received a certificate, dated the Effective
         Date and signed by the President, a Vice President or a Financial Officer of the Borrower,
         solely in his capacity as such and not individually, confirming compliance with the conditions
         set forth in paragraphs (a) and (b) of Section 4.02.<BR><BR>

<LI>The Administrative Agent shall have received all fees and other amounts due and
         payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or
         payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower
         hereunder.<BR><BR>

<LI>  All material consents and approvals required to be obtained from any Governmental
         Authority or other Person in connection with the Transactions shall have been obtained, in each
         case without the imposition of any materially burdensome conditions.<BR><BR>

<LI>The commitments under the Existing Credit Agreement shall be terminated and all
         amounts owing thereunder shall be paid, in each case on the Effective Date.</ol>

<P>The Administrative Agent shall notify the Borrower and the Lenders of the Effective
Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the
obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of
Credit hereunder shall not become effective unless each of the foregoing conditions is
satisfied (or waived pursuant to Section 9.02) at or prior to 3:00 p.m., New York City
time, on June 28, 2002 (and, in the event such conditions are not so satisfied or waived,
the Commitments shall terminate at such time).</P>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 4.02. <U>Each Credit Event.</U> The obligation of each
Lender to make a Loan on the occasion of any Borrowing, and of any Issuing Bank to issue,
amend, renew or extend any Letter of Credit, is subject to the satisfaction of the
following conditions:</P>

<OL type=a><LI> The representations and warranties of the Borrower set forth in this Agreement
         shall be true and correct (or, in the case of any representation or<BR><BR>


<P ALIGN=CENTER>66</P>
<HR SIZE=1 NOSHADE><BR><BR>

<P> warranty not qualified as
         to materiality, true and correct in all material respects) on and as of the date of such
         Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as
         applicable, except to the extent that any such representations and warranties expressly relate
         to an earlier date in which case any such representations and warranties shall be true and
         correct (or, in the case of any such representation or warranty not qualified as to
         materiality, true and correct in all material respects) at and as of such earlier date;
         <U>provided</u> that, solely for purposes of a Competitive Borrowing, the representation and warranty
         set forth in Section 3.04(b) shall not apply to any material adverse change that shall have
         been disclosed by the Borrower to the Lenders in writing prior to the time that the Borrower
         submitted its Competitive Bid Request with respect to such Competitive Borrowing.</P>

 <LI>At the time of and immediately after giving effect to such Borrowing or the
         issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default
         shall have occurred and be continuing.</ol>

<P>Each Borrowing and each issuance, amendment, renewal or extension of a
Letter of Credit shall be deemed to constitute a representation and warranty by the
Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of
this Section.</P>


<P ALIGN=CENTER>ARTICLE V</P>

<P align=center><u>Affirmative Covenants </U></P>



<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Until the Commitments have expired or been terminated
and the principal of and interest on each Loan and all fees payable hereunder shall have
been paid in full and all Letters of Credit shall have expired or terminated and all LC
Disbursements shall have been reimbursed, the Borrower covenants and agrees with the
Lenders that:</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 5.01. <U>Financial Statements and Other
Information.</u> The Borrower will furnish to the Administrative Agent (with sufficient
copies for each Lender):</P>

<OL type=a><LI>within 90 days after the end of each fiscal year of the Borrower, its audited
         consolidated balance sheet and related statements of operations, <BR><BR>

<P ALIGN=CENTER>67</P>
<HR SIZE=1 NOSHADE><BR><BR>


<P>stockholders' equity and cash
         flows as of the end of and for such year, setting forth in each case in comparative form the
         figures for the previous fiscal year, all reported on by KPMG LLP or other independent public
         accountants of recognized national standing (without a "going concern" or like qualification or
         exception and without any qualification or exception as to the scope of such audit) to the
         effect that such consolidated financial statements present fairly in all material respects the
         financial condition and results of operations of the Borrower and its consolidated Subsidiaries
         on a consolidated basis in accordance with GAAP (identifying in an explanatory paragraph any
         material accounting changes); provided that delivery of the Borrower's form 10-K containing the
         information required to be contained therein pursuant to the rules and regulations of the
         Securities and Exchange Commission, including the financial statements described above reported
         on by KPMG LLP or other independent public accountants of recognized national standing (without
         a "going concern" or like qualification or exception and without any qualification or exception
         as to the scope of such audit"), shall be deemed to satisfy the requirements of this clause (a);</P>

<Li> within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, its condensed consolidated balance sheet and related statements of
         operations, stockholders' equity and cash flows as of the end of and for such fiscal quarter
         and the then elapsed portion of the fiscal year, setting forth in each case in comparative form
         the figures for the corresponding period or periods of (or, in the case of the balance sheet,
         as of the end of) the previous fiscal year, all certified by one of its Financial Officers as
         presenting fairly in all material respects the financial condition and results of operations of
         the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP
         consistently applied, subject to normal year-end audit adjustments and the absence of
         footnotes; <U>provided</u> that delivery of the Borrower's Form 10-Q, containing the information
         required to be contained therein pursuant to the rules and regulations of the Securities and
         Exchange Commission, together with the certificate of a Financial Officer as described above,
         shall be deemed to satisfy the requirements of this clause (b);<BR><BR>


<P ALIGN=CENTER>68</P>
<HR SIZE=1 NOSHADE><BR><BR>


<LI>concurrently with any delivery of financial statements under clause (a) or
         (b) above, a certificate of a Financial Officer of the Borrower (i) certifying as to whether a
         Default has occurred and, if a Default has occurred, specifying the details thereof and any
         action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably
         detailed calculations demonstrating compliance with Sections 6.01, 6.06, 6.10 and 6.11
         (including identification of any Excluded Subsidiaries and adjustments necessary to reflect
         their existence) and (iii) stating whether any material change in GAAP or in the application
         thereof has occurred since the date of the audited financial statements referred to in
         Section 3.04 and, if any such change has occurred, specifying the effect of such change on the
         financial statements accompanying such certificate;<BR><BR>

<LI>concurrently with any delivery of financial statements under clause (a) above, a
         certificate of the accounting firm that reported on such financial statements stating whether
         they obtained knowledge during the course of their examination of such financial statements of
         any Default (which certificate may be limited to the extent required by accounting rules or
         guidelines);<BR><BR>

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


<LI>promptly following any request therefor, such other information regarding the
         operations, business affairs and financial condition of the Borrower or any Subsidiary, or
         compliance with the terms of this Agreement, as the Administrative Agent or any Lender may
         reasonably request; <U>provided</U> that any request by a Lender for any information pursuant to this
         clause (f) shall be made through the Administrative Agent.</ol>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 5.02. <U>Notices of Material Events.</u> The Borrower
will furnish to the Administrative Agent written notice of any of the following promptly
after a Financial Officer or other executive officer of the Borrower becomes aware
thereof:</P>
<BR><BR>

<P ALIGN=CENTER>69</P>
<HR SIZE=1 NOSHADE><BR><BR>

<ol type=a><LI>the occurrence of any Default;<BR><BR>

<LI>the filing or commencement of any action, suit or proceeding by or before any
         arbitrator or Governmental Authority against or affecting the Borrower or any Affiliate thereof
         that, if adversely determined, would reasonably be expected to result in a Material Adverse
         Effect;<BR><BR>


<li>the occurrence of any ERISA Event that, alone or together with any other ERISA
         Events that have occurred, could reasonably be expected to result in liability of the Borrower
         and its Subsidiaries in an aggregate amount exceeding $50,000,000; and<BR><BR>

<LI>any other development (except any change in general economic conditions) that
         results in, or would reasonably be expected to result in, a Material Adverse Effect.</ol>

<p>Each notice delivered under this Section shall be accompanied by a
statement of a Financial Officer or other executive officer of the Borrower setting forth
the details of the event or development requiring such notice and any action taken or
proposed to be taken with respect thereto.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 5.03. <U>Existence; Conduct of Business.</U> The
Borrower will, and will cause each of its Subsidiaries to, do or cause to be done all
things necessary to preserve, renew and keep in full force and effect its legal existence
and the rights, licenses, permits, privileges and franchises material to the conduct of
the business of the Borrower and its Subsidiaries on a consolidated basis; <U>provided</U> that
the foregoing shall not prohibit any merger, consolidation, liquidation, dissolution or
sale of assets permitted under Section 6.03.</P>



<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 5.04. <U>Payment of Obligations.</U> The Borrower will,
and will cause each of its Subsidiaries to, pay its obligations, including Tax
liabilities, that, if not paid, would reasonably be expected to result in a Material
Adverse Effect before the same shall become delinquent or in default, except where (a)
the validity or amount thereof is being contested in good faith by appropriate
proceedings, (b) the Borrower or such Subsidiary has set aside on its books adequate
reserves with respect thereto in accordance with GAAP and (c) the failure to make payment
pending such contest would not reasonably be expected to result in a Material Adverse
Effect.</P>

<BR><BR>
<P ALIGN=CENTER>70</P>
<HR SIZE=1 NOSHADE><BR><BR>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 5.05. <U>Maintenance of Properties; Insurance.</u> The
Borrower will, and will cause each of its Subsidiaries to, (a) keep and maintain all
property material to the conduct of their business on a consolidated basis in good
working order and condition, ordinary wear and tear excepted, and (b) maintain, with
financially sound and reputable insurance companies (or pursuant to self-insurance
arrangements that are consistent with those used by other companies that are similarly
situated), insurance in such amounts and against such risks as are customarily maintained
by companies engaged in the same or similar businesses operating in the same or similar
locations.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 5.06. <U>Books and Records; Inspection Rights.</U> The
Borrower will, and will cause each of its Subsidiaries to, keep proper books of record
and account in which full, true and correct entries are made of all dealings and
transactions in relation to its business and activities. The Borrower will, and will
cause each of its Subsidiaries to, permit any representatives designated by the
Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect
its properties, to examine and make extracts from its books and records, and to discuss
its affairs, finances and condition with its officers and independent accountants, all
during normal business hours; <U>provided</U> that, in the case of any Lender, unless an Event
of Default has occurred and is continuing, the Borrower shall not be required to permit
any such visits by such Lender or its representatives pursuant to this Section more than
once during any calendar year (and the Lenders will exercise reasonable efforts to
coordinate such visits through the Administrative Agent).</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 5.07. <U>Compliance with Laws.</U> The Borrower will,
and will cause each of its Subsidiaries to, comply with all laws, rules, regulations and
orders of any Governmental Authority applicable to it or its property, except where the
failure to do so, individually or in the aggregate, would not reasonably be expected to
result in a Material Adverse Effect.</P>



<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 5.08. <U>Use of Proceeds and Letters of Credit.</u> The
proceeds of all Loans will be used only for general corporate purposes, including
acquisitions. No part of the proceeds of any Loan will be used, whether directly or
indirectly, for any purpose that entails a violation of any of the Regulations of the
Board, including Regulations U and X. Letters of Credit will be issued only to support
obligations of the Borrower and its Subsidiaries incurred in the ordinary course of
business.</P>

<BR><BR>
<P ALIGN=CENTER>71</P>
<HR SIZE=1 NOSHADE><BR><BR>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 5.09. <U>Principal Domestic Subsidiaries.</u> Promptly
after any Subsidiary (including any Subsidiary formed or acquired after the date of
execution and delivery of this Agreement) that is not a Guarantor becomes a Principal
Domestic Subsidiary, the Borrower will cause such Subsidiary to enter into the Guarantee
Agreement and become a Guarantor as provided in the Guarantee Agreement; provided that
the foregoing shall not apply to any Securitization Subsidiary.</P>


<P ALIGN=CENTER>ARTICLE VI</P>

<P align=center><u>Negative Covenants </U></P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Until the Commitments have expired or terminated and the
principal of and interest on each Loan and all fees payable hereunder have been paid in
full and all Letters of Credit have expired or terminated and all LC Disbursements shall
have been reimbursed, the Borrower covenants and agrees with the Lenders that:</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 6.01. <U>Subsidiary Indebtedness.</U> The Borrower will
not permit the aggregate principal amount of Indebtedness of its Domestic Subsidiaries
(excluding (a) any Indebtedness of a Domestic Subsidiary owed to the Borrower or another
Domestic Subsidiary, (b) any Indebtedness of a Guarantor, (c) any Indebtedness of a
Securitization Subsidiary that is included in calculating the Securitization Amount, (d) any
Guarantee by a Domestic Subsidiary of Indebtedness of a Foreign Subsidiary, if the assets
of such Domestic Subsidiary consist solely of investments in Foreign Subsidiaries and a
deminimus amount of other assets, and (e) Capital Lease Obligations of Domestic
Subsidiaries existing as of the Effective Date in an aggregate principal amount not
exceeding $100,000,000, but including (except as provided in clause (d) above) any
Guarantee by a Domestic Subsidiary (other than a Guarantor) of Indebtedness of any other
Person, including the Borrower, a Guarantor or a Foreign Subsidiary) at any time to
exceed $150,000,000.</P>
<BR><BR>
<P ALIGN=CENTER>72</P>
<HR SIZE=1 NOSHADE><BR><BR>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 6.02. <U>Liens.</u> The Borrower will not, and will not
permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any
property or asset now owned or hereafter acquired by it, or assign or sell any income or
revenues (including accounts receivable) or rights in respect of any thereof, except:</P>

 <ol type=a><LI>Permitted Encumbrances;<BR><BR>

<LI>any Lien on any property or asset of the Borrower or any Domestic Subsidiary
         existing on the date hereof; <U>provided</u> that (i) such Lien shall not apply to any other property
         or asset of the Borrower or any Subsidiary and (ii) such Lien shall secure only those
         obligations which it secures on the date hereof and refinancings, extensions, renewals and
         replacements thereof that do not increase the outstanding principal amount thereof; <U>provided
         further</u> that any such Lien securing obligations in excess of $2,000,000 shall not be permitted
         under this clause (b) unless such Lien is set forth in Schedule 6.02;<BR><BR>

<LI>any Lien existing on any property or asset prior to the acquisition thereof by the
         Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a
         Subsidiary after the date hereof prior to the time such Person becomes a Subsidiary; <U>provided</u>
         that (i) such Lien is not created in contemplation of or in connection with such acquisition or
         such Person becoming a Subsidiary, as the case may be, (ii) such Lien shall not apply to any
         other property or assets of the Borrower or any Subsidiary and (iii) such Lien shall secure
         only those obligations which it secures on the date of such acquisition or the date such Person
         becomes a Subsidiary, as the case may be and extensions, renewals and replacements thereof that
         do not increase the outstanding principal amount thereof;<BR><BR>



<LI>Liens on fixed or capital assets (including equipment) hereafter acquired,
         constructed or improved by the Borrower or any Subsidiary; <U>provided</U> that (i) such security
         interests secure Indebtedness incurred to finance the acquisition, construction or improvement
         of such fixed or capital assets, (ii) such security interests and the Indebtedness secured
         thereby are incurred prior to or within 90 days after such acquisition or the completion of
         such construction or improvement, (iii) the Indebtedness secured thereby does not exceed 90% of
         the cost of acquiring, constructing or improving such fixed or capital assets<BR><BR>

<P ALIGN=CENTER>73</P>
<HR SIZE=1 NOSHADE><BR><BR>

<P>  and (iv) such
         security interests shall not apply to any other property or assets of the Borrower or any
         Subsidiary;</P>

<LI>Liens securing Capital Lease Obligations arising out of Sale and Lease-Back
         Transactions; <U>provided</u> that (i) such Sale and Lease-Back Transaction is consummated within 90
         days after the purchase by the Borrower or a Subsidiary of the property or assets which are the
         subject of such Sale and Lease-Back Transaction and (ii) such Liens do not at any time encumber
         any property or assets other than the property or assets that are the subject of such Sale and
         Lease-Back Transaction;<BR><BR>

<LI>any Lien on any property or asset of any Subsidiary securing obligations in favor
         of the Borrower or any other Subsidiary;<BR><BR>

 <LI>any Lien on any property or asset of any Foreign Subsidiary securing obligations
         of any Foreign Subsidiary; and<BR><BR>

<LI>Permitted Securitization Transactions, Liens arising in connection with any
         Permitted Securitization Transaction and other Liens not otherwise permitted by the foregoing
         clauses of this Section; <U>provided</u> that the Lien Basket Amount shall not at any time exceed 15%
         of the Consolidated Net Tangible Assets of the Borrower.</ol>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 6.03. <U>Fundamental Changes.</U> (a) The Borrower
will not, and will not permit any Subsidiary to, merge into or consolidate with any other
Person, or permit any other Person to merge into or consolidate with it, or sell,
transfer, lease or otherwise dispose of (in one transaction or in a series of
transactions) all or any substantial part of the assets of the Borrower and the
Subsidiaries (taken as a whole), or liquidate or dissolve, except that, if at the time
thereof and immediately after giving effect thereto no Event of Default shall have
occurred and be continuing and no Default shall result therefrom (i) any Person may merge
into the Borrower in a transaction in which the Borrower is the surviving corporation,
(ii) any Person may merge with any Subsidiary in a transaction in which the surviving
entity is a Subsidiary, (iii) the Borrower may sell, transfer, lease or otherwise dispose
of assets to a Subsidiary or a Subsidiary may sell, transfer, lease or otherwise dispose
of assets to the Borrower or another Subsidiary, (iv) any Subsidiary may liquidate or
dissolve if the Borrower determines in good</P><BR><BR>

<P ALIGN=CENTER>74</P>
<HR SIZE=1 NOSHADE><BR><BR>


<P> faith that such liquidation or dissolution is
in the best interests of the Borrower and is not materially disadvantageous to the
Lenders, (v) the Borrower and its Subsidiaries may sell, transfer, lease or otherwise
dispose of any Foreign Subsidiary or any assets of any Foreign Subsidiary, (vi) this
Section shall not be construed to restrict investments permitted by Section 6.04, (vii)
this Section shall not be construed to restrict Permitted Securitization Transactions,
(viii) the Borrower and its Subsidiaries may sell, transfer, lease or otherwise dispose
of assets used or formerly used in its Long John Silver's business and (ix) the Borrower
and its Subsidiaries may sell, transfer, lease or otherwise dispose of assets with an
aggregate fair market value not exceeding $300,000,000 during the term of this Agreement
(in addition to sales, transfers, leases and other dispositions of assets that would not
be prohibited by this Section without giving effect to this clause (ix)); <U>provided</u> that
any merger permitted by clause (i) or (ii) of this Section involving a Person that is not
a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless
also permitted by Section 6.04.</P>

<ol type=a start=2><LI>The Borrower will not, and will not permit any of its Subsidiaries to, engage to
any material extent in any business other than businesses of the type conducted by the Borrower and its
Subsidiaries on the Effective Date and businesses reasonably related thereto; <U>provided</U> that the
foregoing shall not be construed to prohibit the conduct of businesses that are limited to serving the
Borrower and its Subsidiaries and their respective franchisees and licensees, such as the creation of
Subsidiaries to conduct insurance or inventory purchasing activities for the Borrower and its
Subsidiaries and their respective franchisees and licensees.</ol>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 6.04. <U>Investments, Loans, Advances, Guarantees
and Acquisitions.</U> The Borrower will not, and will not permit any of its Subsidiaries to,
purchase, hold or acquire (including pursuant to any merger with any Person that was not
a wholly owned Subsidiary prior to such merger) any capital stock, evidences of
indebtedness or other securities (including any option, warrant or other right to acquire
any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any
obligations of, or make or permit to exist any investment or any other interest in, any
other Person, or purchase or otherwise acquire (in one transaction or a series of
transactions) any assets of any other Person constituting a business unit, except:</P>

<ol type=a><LI>Permitted Investments;<BR><BR>

<P ALIGN=CENTER>75</P>
<HR SIZE=1 NOSHADE><BR><BR>


<LI>investments by the Borrower or any of its Subsidiaries in the capital stock of
         their respective Subsidiaries;<BR><BR>

<LI>loans or advances made by the Borrower to any Subsidiary and made by any
         Subsidiary to the Borrower or any other Subsidiary and promissory notes or bonds issued by any
         Subsidiary to the Borrower or any other Subsidiary;<BR><BR>

<LI>subject to Section 6.01, Guarantees by the Borrower of Indebtedness of any
         Subsidiary or by any Subsidiary of Indebtedness of the Borrower or any other Subsidiary;<BR><BR>

<LI>debt securities, promissory notes and similar instruments received as non-cash
         consideration in connection with sales or dispositions of assets;<BR><BR>

<LI>investments received as a result of the compromise of claims against delinquent
         franchisees or account debtors in the ordinary course of business or the bankruptcy or
         reorganization of such franchisee or account debtors;<BR><BR>

<LI>Guarantees made by the Borrower and the Subsidiaries of obligations of franchisees
         and other third parties (other than the Borrower, the Subsidiaries and any joint ventures of
         the Borrower and the Subsidiaries) incurred in the ordinary course of business;<BR><BR>

<LI>investments by the Borrower or any of its Subsidiaries to the extent the
         consideration for such investments consists solely of capital stock of the Borrower;<BR><BR>

<LI>purchases by the Borrower or any of its Subsidiaries of any restaurant from a
         franchisee or licensee operating under any license granted by the Borrower or any of its
         Subsidiaries or any interest in a joint venture of the Borrower or any of its Subsidiaries that
         engages in businesses that the Borrower and its Subsidiaries would be permitted to engage in,
         in each case for consideration consisting of cash or common stock of the Borrower; <U>provided</u>
         that after giving effect to such purchase, percentage ownership of System Units by the Borrower
         and its Subsidiaries does not exceed 37.5% of the total System Units;<BR><BR>


<P ALIGN=CENTER>76</P>
<HR SIZE=1 NOSHADE><BR><BR>


<LI>Permitted Acquisitions;<BR><BR>

<LI>Guarantees made by the Borrower or any Guarantor of Hedging Agreements entered
         into by any Subsidiary with any Lender or any Affiliate of a Lender;<BR><BR>

<LI>Guarantees made by the Borrower and the Subsidiaries of lease payments related to
         sales of restaurants by the Borrower and the Subsidiaries;<BR><BR>

<LI>investments by Subsidiaries in, and Guarantees by Subsidiaries of Indebtedness of,
         joint ventures that are formed to engage in businesses that the Borrower and its Subsidiaries
         would be permitted to engage in; and<BR><BR>

<LI>other investments and Guarantees not otherwise permitted by the foregoing clauses
         of this Section in an aggregate amount at any time outstanding not to exceed $300,000,000.</ol>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 6.05. <U>Hedging Agreements.</U> The Borrower will not,
and will not permit any of its Subsidiaries to, enter into any Hedging Agreement or
commodity price protection agreement or other commodity price hedging arrangement, other
than Hedging Agreements, commodity price protection agreements and other commodity price
hedging arrangements entered into in the ordinary course of business to hedge or mitigate
risks to which the Borrower or any Subsidiary is exposed in the conduct of its business
or the management of its liabilities.</P>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 6.06. <U>Restricted Payments.</u> The Borrower will
not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay or
make, directly or indirectly, any Restricted Payment, except (a) the Borrower may declare
and pay dividends with respect to its capital stock payable solely in additional shares
of its capital stock, (b) Subsidiaries may make Restricted Payments to the Borrower or a
wholly owned Subsidiary and may make other Restricted Payments that are made ratably to
the holders of their capital stock, (c) the Borrower may make Restricted Payments
pursuant to and in accordance with stock option plans or other benefit plans for
management or employees of the Borrower and its Subsidiaries and (d) the Borrower and its
Subsidiaries may declare and make Restricted Payments not otherwise permitted by the
foregoing clauses of this section in an aggregate amount during the term of this
Agreement not exceeding the sum of $500,000,000 plus 50% of</P><BR><BR>

<P ALIGN=CENTER>77</P>
<HR SIZE=1 NOSHADE><BR><BR>


<P> cumulative Consolidated Net
Income since the end of the fiscal year ended December 29, 2001.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 6.07. <U>Transactions with Affiliates.</u> The Borrower
will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise
transfer any property or assets to, or purchase, lease or otherwise acquire any property
or assets from, or otherwise engage in any other transactions with, any of its then
Affiliates, except (a) in the ordinary course of business for consideration and on terms
and conditions not less favorable to the Borrower or such Subsidiary than could be
obtained on an arm's-length basis from unrelated third parties (including pursuant to
joint venture agreements entered into after the Effective Date with third parties that
are not Affiliates), (b) transactions between or among the Borrower and its wholly owned
Subsidiaries or between or among wholly owned Subsidiaries, in each case not involving
any other Affiliate, (c) any Restricted Payment permitted by Section 6.06 and (d) the
foregoing shall not prevent the Borrower or any Subsidiary from performing its
obligations under agreements existing on the date hereof between the Borrower or any of
its Subsidiaries and any joint venture of the Borrower or any of its Subsidiaries in
accordance with the terms of such agreements as in effect on the date hereof or pursuant
to amendments or modifications to any such agreements that are not adverse to the
interests of the Lenders.</P>



<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 6.08. <U>Restrictive Agreements.</u> The Borrower will
not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into,
incur or permit to exist any agreement or other consensual arrangement that prohibits,
restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary
to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the
ability of any Subsidiary to pay dividends or other distributions with respect to any
shares of its capital stock or to make or repay loans or advances to the Borrower or any
other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary;
<U>provided</u> that (i) the foregoing shall not apply to restrictions and conditions imposed by
law or by this Agreement, (ii) the foregoing shall not apply to restrictions and
conditions existing on the date hereof and either identified on Schedule 6.08 or
affecting only Foreign Subsidiaries or any extensions or renewals of any such
restrictions and conditions that do not expand the scope thereof (but shall apply to any
extension or renewal of, or any amendment or modification of, any such restriction or</P><BR><BR>

<P ALIGN=CENTER>78</P>
<HR SIZE=1 NOSHADE><BR><BR>


<P>condition that expands the scope of such restriction or condition), (iii) the foregoing
shall not apply to customary restrictions and conditions contained in agreements relating
to the sale of a Subsidiary pending such sale, provided such restrictions and conditions
apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause
(a) of the foregoing shall not apply to restrictions or conditions imposed by any
agreement relating to secured Indebtedness permitted by this Agreement if such
restrictions or conditions apply only to the property or assets securing such
Indebtedness, (v) clause (a) of the foregoing shall not apply to customary provisions in
leases and other contracts restricting the assignment thereof, (vi) clause (b) of the
foregoing shall not apply to financial covenants applicable to a Subsidiary contained in
an agreement relating to permitted Indebtedness of such Subsidiary if, on the date such
agreement is entered into, the Borrower reasonably believes that such covenants will not
prevent such Subsidiary from paying dividends to the extent of its net income and (vii) the
foregoing shall not apply to restrictions and conditions imposed by any agreement
relating to Permitted Obligations that consist of requirements that Liens securing
Indebtedness must equally and ratably secure such Permitted Obligations or restrictions
substantially the same as (or less restrictive than) those imposed by this Section.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 6.09. <U>Issuances of Capital Stock by
Subsidiaries.</u> The Borrower will not permit any Subsidiary to issue any additional shares
of its capital stock or other ownership interest in such Subsidiary other than (a) to the
Borrower, (b) to another Subsidiary in which the Borrower owns, directly or indirectly, a
percentage interest not less than the percentage interest owned in the Subsidiary issuing
such capital stock or other interest, (c) any such issuance that does not reduce the
Borrower's direct or indirect percentage ownership interest in such Subsidiary and (d) issuances
of capital stock after the date hereof which are not otherwise permitted by the foregoing
clauses of this Section, <U>provided</u> that the aggregate consideration received therefor (net
of all consideration paid in connection with all repurchases or redemptions thereof) does
not exceed $100,000,000 during the term of this Agreement.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 6.10. <U>Leverage Ratio.</u> The Borrower will not
permit the Leverage Ratio as of any date to exceed (a) 3.0 to 1.0 at any time during the
period from and including the Effective Date to but excluding the date that is the last
day of the fiscal quarter ending immediately after the first anniversary of the Effective
Date or (b) 2.75 to 1.0 at any time thereafter.</P>

<BR><BR>
<P ALIGN=CENTER>79</P>
<HR SIZE=1 NOSHADE><BR><BR>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 6.11. <U>Fixed Charge Coverage Ratio.</u> The Borrower
will not permit the Fixed Charge Coverage Ratio for any period of four consecutive fiscal
quarters ending after the Effective Date to be less than 1.40 to 1.00.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 6.12. <U>Sale and Lease-Back Transactions.</u> The
Borrower will not, and will not permit any of its Domestic Subsidiaries to, enter into
any arrangement, directly or indirectly, whereby it shall sell or transfer any property,
real or personal, used or useful in its business, whether now owned or hereinafter
acquired, and thereafter rent or lease such property or other property that it intends to
use for substantially the same purpose or purposes as the property sold or transferred (a
"<U>Sale and Lease-Back Transaction</u>"), except (a) any Sale and Lease-Back Transaction
consummated within 90 days after the purchase by the Borrower or a Domestic Subsidiary of
the property or assets (other than assets acquired pursuant to any Permitted Acquisition)
which are the subject of such Sale and Lease-Back Transaction and (b) other Sale and
Lease-Back Transactions; <U>provided</u> that any Sale and Lease-Back Transaction permitted by
clause (b) above shall be subject to compliance with the limitation set forth in the
proviso to clause (h) of Section 6.02.</P>


<P ALIGN=CENTER>ARTICLE VII</P>

<P align=center><u>Events of Default </U></P>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 7.01. <U>Events of Default.</u> If any of the following
events ("<U>Events of Default</u>") shall occur:</P>

<OL type=a><LI>the Borrower shall fail to pay any principal of any Loan or any reimbursement
         obligation in respect of any LC Disbursement when and as the same shall become due and payable,
         whether at the due date thereof or at a date fixed for prepayment thereof or otherwise;<BR><BR>

<LI>the Borrower shall fail to pay any interest on any Loan or any fee or any other
         amount (other than an amount referred to in clause (a) of this Article) payable under this
         Agreement, when and as the same shall become due and payable, and such failure shall continue
         unremedied for a period of five days;<BR><BR>


<LI>any representation or warranty made or deemed made by or on behalf of the Borrower
         or any Subsidiary in or in connection with this Agreement or any amendment or modification
         hereof or waiver hereunder, or in any report, certificate, financial statement or<BR><BR>

<P ALIGN=CENTER>80</P>
<HR SIZE=1 NOSHADE><BR><BR>


<P> other
         document furnished pursuant to or in connection with this Agreement or any amendment or
         modification hereof or waiver hereunder, shall prove to have been incorrect in any material
         respect when made or deemed made;</P>

<LI>the Borrower shall fail to observe or perform any covenant, condition or agreement
         contained in Section 5.02, 5.03 (with respect to the Borrower's existence) or 5.08 or in
         Article VI;<BR><BR>

<LI>the Borrower shall fail to observe or perform any covenant, condition or agreement
         contained in this Agreement (other than those specified in clause (a), (b) or (d) of this
         Article), and such failure shall continue unremedied for a period of 30 days after notice
         thereof from the Administrative Agent to the Borrower (which notice will be given at the
         request of any Lender);<BR><BR>

<LI>the Borrower or any Subsidiary shall fail to make any payment (whether of
         principal or interest and regardless of amount) in respect of any Material Indebtedness, when
         and as the same shall become due and payable;<BR><BR>

<LI>any event or condition occurs that results in any Material Indebtedness becoming
         due prior to its scheduled maturity; <U>provided</u> that this clause (g) shall not apply to (i)
         Indebtedness that becomes due as a result of the voluntary sale or transfer of property or
         assets by the Borrower or a Subsidiary or (ii) any amount that becomes due under a Hedging
         Agreement as a result of the termination thereof, other than a termination by the applicable
         counterparty attributable to an event or condition that constitutes or is in the nature of an
         event of default in respect of the Borrower or a Subsidiary;<BR><BR>

<LI>any event or condition occurs that enables or permits the holder or holders of any
         Material Indebtedness or any trustee or agent on its or their behalf to cause any Material
         Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance
         thereof, prior to its scheduled maturity; <U>provided</u> that this clause (h) shall not apply (i) at
         any time when the Index Debt is rated at least BBB by S&amp;P and Baa2 by Moody's, (ii) to secured
         Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or
         assets securing such Indebtedness or (iii) to any event<BR><BR>

<P ALIGN=CENTER>81</P>
<HR SIZE=1 NOSHADE><BR><BR>


<P> or condition that enables a
         counterparty to terminate a Hedging Agreement, other than an event or condition that
         constitutes or is in the nature of an event of default in respect of the Borrower or a
         Subsidiary;</P>

<LI>subject to Section 7.02, an involuntary proceeding shall be commenced or an
         involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in
         respect of the Borrower or any Subsidiary or its debts, or of a substantial part of its assets,
         under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or
         hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator,
         conservator or similar official for the Borrower or any Subsidiary or for a substantial part of
         its assets, and, in any such case, such proceeding or petition shall continue undismissed for
         60 days or an order or decree approving or ordering any of the foregoing shall be entered;<BR><BR>

   <LI>subject to Section 7.02, the Borrower or any Subsidiary shall (i) voluntarily
         commence any proceeding or file any petition seeking liquidation, reorganization or other
         relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law
         now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely
         and appropriate manner, any proceeding or petition described in clause (h) of this Article,
         (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator,
         conservator or similar official for the Borrower or any Subsidiary or for a substantial part of
         its assets, (iv) file an answer admitting the material allegations of a petition filed against
         it in any such proceeding, (v) make a general assignment for the benefit of creditors or
         (vi) take any action for the purpose of effecting any of the foregoing;<BR><BR>

<LI>subject to Section 7.02, the Borrower or any Subsidiary shall become unable, admit
         in writing its inability or fail generally to pay its debts as they become due;<BR><BR>


<LI>subject to Section 7.02, one or more judgments for the payment of money in an
         aggregate amount in excess of $50,000,000 (excluding amounts believed in good faith by the
         Borrower to be covered by insurance from financially sound insurance companies) shall be
         rendered against the Borrower, any Subsidiary<BR><BR>

<P ALIGN=CENTER>82</P>
<HR SIZE=1 NOSHADE><BR><BR>


<P> or any combination thereof and the same shall
         remain undischarged for a period of 30 consecutive days during which execution shall not be
         effectively stayed, or any action shall be legally taken by a judgment creditor to attach or
         levy upon any assets of the Borrower or any Subsidiary to enforce any such judgment;</P>


<LI>an ERISA Event shall have occurred that, when taken together with all other ERISA
         Events that have occurred, would reasonably be expected to result in a Material Adverse Effect;<BR><BR>

<LI>a Change in Control shall occur; or<BR><BR>

<LI>any Guarantee by any Guarantor under the Guarantee Agreement shall be determined
         by a court of competent jurisdiction, or shall be asserted by the Borrower or a Guarantor, to
         be unenforceable, or any Guarantor shall fail to observe or perform any material covenant,
         condition or agreement contained in the Guarantee Agreement;</ol>

<P>then, and in every such event (other than an event with respect to the Borrower
described in clause (i) or (j) of this Article), and at any time thereafter during the
continuance of such event, the Administrative Agent may, and at the request of the
Required Lenders shall, by notice to the Borrower, take any or all of the following
actions, at the same or different times: (i) terminate the Commitments, and thereupon
the Commitments shall terminate immediately, (ii) declare the Loans then outstanding to
be due and payable in whole (or in part, in which case any principal not so declared to
be due and payable may thereafter be declared to be due and payable), and thereupon the
principal of the Loans so declared to be due and payable, together with accrued interest
thereon and all fees and other obligations of the Borrower accrued hereunder, shall
become due and payable immediately, without presentment, demand, protest or other notice
of any kind, all of which are hereby waived by the Borrower, and (iii) enforce its rights
under the Guarantee Agreement on behalf of the Lenders and the Issuing Banks; and in case
of any event with respect to the Borrower described in clause (i) or (j) of this Article,
the Commitments shall automatically terminate and the principal of the Loans then
outstanding, together with accrued interest thereon and all fees and other obligations of
the Borrower accrued hereunder, shall automatically become due and payable, without
presentment, demand, protest or other notice of any kind, all of which are hereby waived
by the Borrower.</P>
<BR><BR>
<P ALIGN=CENTER>83</P>
<HR SIZE=1 NOSHADE><BR><BR>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 7.02. <U>Exclusion of Immaterial Subsidiaries.</u>
Solely for purposes of determining whether a Default has occurred under clause (i), (j),
(k) or (l) of Section 7.01, any reference in any such clause to any "Subsidiary" shall be
deemed not to include any Subsidiary affected by any event or circumstance referred to in
any such clause that (a) is not a Principal Domestic Subsidiary, (b) does not have
consolidated assets accounting for more than 3% of the consolidated assets of the
Borrower and its Subsidiaries, (c) did not, for the most recent period of four
consecutive fiscal quarters, have consolidated revenues accounting for more than 3% of
the consolidated revenues of the Borrower and its Subsidiaries and (d) did not, for the
most recent period of four consecutive fiscal quarters, have Consolidated EBITDAR in an
amount exceeding 3% of the Borrower's Consolidated EBITDAR for such period; <U>provided</u> that
if it is necessary to exclude more than one Subsidiary from clause (i), (j), (k) and (l)
of Section 7.01 pursuant to this Section in order to avoid a Default thereunder, all
excluded Subsidiaries shall be considered to be a single consolidated Subsidiary for
purposes of determining whether the conditions specified in clauses (b), (c) and (d)
above are satisfied.</P>


<P ALIGN=CENTER>ARTICLE VIII</P>

<P align=center><u>The Administrative Agent</U></P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each of the Lenders and each of the Issuing Banks hereby
irrevocably appoints the Administrative Agent as its agent and authorizes the
Administrative Agent to take such actions on its behalf and to exercise such powers as
are delegated to the Administrative Agent by the terms of the Loan Documents, together
with such actions and powers as are reasonably incidental thereto.</P>

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

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Administrative Agent shall not have any duties or
obligations except those expressly set forth in the Loan Documents. Without limiting the
generality of the foregoing, (a) the Administrative Agent shall not be subject to any
fiduciary or other implied duties, regardless of</P><BR><BR>

<P ALIGN=CENTER>84</P>
<HR SIZE=1 NOSHADE><BR><BR>


<P> whether a Default has occurred and is
continuing, (b) the Administrative Agent shall not have any duty to take any
discretionary action or exercise any discretionary powers, except discretionary rights
and powers expressly contemplated by the Loan Documents that the Administrative Agent is
required to exercise in writing by the Required Lenders (or such other number or
percentage of the Lenders as shall be necessary under the circumstances as provided in
Section 9.02), and (c) except as expressly set forth in the Loan Documents, the
Administrative Agent shall not have any duty to disclose, and shall not be liable for the
failure to disclose, any information relating to the Borrower or any of its Subsidiaries
that is communicated to or obtained by the bank serving as Administrative Agent or any of
its Affiliates in any capacity. The Administrative Agent shall not be liable for any
action taken or not taken by it with the consent or at the request of the Required
Lenders (or such other number or percentage of the Lenders as shall be necessary under
the circumstances as provided in Section 9.02) or in the absence of its own gross
negligence or wilful misconduct. The Administrative Agent shall be deemed not to have
knowledge of any Default unless and until written notice thereof is given to the
Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not
be responsible for or have any duty to ascertain or inquire into (i) any statement,
warranty or representation made in or in connection with any Loan Document, (ii) the
contents of any certificate, report or other document delivered thereunder or in
connection therewith, (iii) the performance or observance of any of the covenants,
agreements or other terms or conditions set forth in any Loan Document, (iv) the
validity, enforceability, effectiveness or genuineness of any Loan Document or any other
agreement, instrument or document, or (v) the satisfaction of any condition set forth in
Article IV or elsewhere in any Loan Document, other than to confirm receipt of items
expressly required to be delivered to the Administrative Agent.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Administrative Agent shall be entitled to rely upon,
and shall not incur any liability for relying upon, any notice, request, certificate,
consent, statement, instrument, document or other writing believed by it to be genuine
and to have been signed or sent by the proper Person. The Administrative Agent also may
rely upon any statement made to it orally or by telephone and believed by it to be made
by the proper Person, and shall not incur any liability for relying thereon. The
Administrative Agent may consult with legal counsel (who may be counsel for the
Borrower), independent accountants and other experts selected by it, and shall not be
liable for any action taken</P><BR><BR>

<P ALIGN=CENTER>85</P>
<HR SIZE=1 NOSHADE><BR><BR>

<P> or not taken by it in accordance with the advice of any such
counsel, accountants or experts.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Administrative Agent may perform any and all its
duties and exercise its rights and powers by or through any one or more sub-agents
appointed by the Administrative Agent. The Administrative Agent and any such sub-agent
may perform any and all its duties and exercise its rights and powers through their
respective Related Parties. The exculpatory provisions of the preceding paragraphs shall
apply to any such sub-agent and to the Related Parties of 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.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Subject to the appointment and acceptance of a successor
Administrative Agent as provided in this paragraph, the Administrative Agent may resign
at any time by notifying the Lenders, the Issuing Banks and the Borrower. Upon any such
resignation, the Required Lenders shall have the right, with the consent of the Borrower
(which consent shall not be unreasonably withheld, and shall not be required so long as
any Event of Default set forth in clause (i) or (j) of Section 7.01 has occurred and is
continuing), to appoint a successor. If no successor shall have been so appointed by the
Required Lenders and shall have accepted such appointment within 30 days after the
retiring Administrative Agent gives notice of its resignation, then the retiring
Administrative Agent may, on behalf of the Lenders and the Issuing Banks, appoint a
successor Administrative Agent which shall be a bank with an office in New York, New
York, or an Affiliate of any such bank. Upon the acceptance of its appointment as
Administrative Agent hereunder by a successor, such successor shall succeed to and become
vested with all the rights, powers, privileges and duties of the retiring Administrative
Agent, and the retiring Administrative Agent shall be discharged from its duties and
obligations hereunder. The fees payable by the Borrower to a successor Administrative
Agent shall be the same as those payable to its predecessor unless otherwise agreed
between the Borrower and such successor. After the Administrative Agent's resignation
hereunder, the provisions of this Article and Section 9.03 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 it was acting as Administrative Agent.</P>

<BR><BR>
<P ALIGN=CENTER>86</P>
<HR SIZE=1 NOSHADE><BR><BR>

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

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each party hereto agrees and acknowledges that the
Syndication Agent and the Arrangers do not have any duties or responsibilities in their
capacities as Syndication Agents and Arrangers, respectively, hereunder and shall not
have, or become subject to, any liability hereunder in such capacities.</P>


<P ALIGN=CENTER>ARTICLE IX</P>

<P align=center><u>Miscellaneous </U></P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 9.01. <U>Notices.</u> (a) Except in the case of notices
and other communications expressly permitted to be given by telephone (and subject to
paragraph (c) below), all notices and other communications provided for herein shall be
in writing and shall be delivered by hand or overnight courier service, mailed by
certified or registered mail or sent by telecopy, as follows:</P>

                 <ol type=i><LI>if to the Borrower, to it at YUM! Brands, Inc., P.O. Box 32070, Louisville,
         KY 40232 (or, in the case of overnight packages, 1900 Colonel Sanders Lane, Louisville, KY
         40213-1963), Attention of Denise Ramos, Senior Vice President and Treasurer (Telecopy
         No. (502) 874-2410);<BR><BR>

                  <LI>if to the Administrative Agent, to JPMorgan Chase Bank, Loan and Agency Services
         Group, One Chase Manhattan Plaza, 8th Floor, New York, New York 10081, Attention of Concetta
         Prainito (Telecopy No. (212)552-7500), with a copy to JPMorgan Chase Bank, 270 Park Avenue,
         47th Floor New York, New York 10017, Attention of Barry K. Bergman (Telecopy No.
         (212) 270-1467);<BR><BR>


<P ALIGN=CENTER>87</P>
<HR SIZE=1 NOSHADE><BR><BR>


<LI>if to JPMorgan Chase Bank as Issuing Bank, to it at JPMorgan Chase Bank, Loan
         and Agency Services Group, One Chase Manhattan Plaza, 8th Floor, New York, New York 10081,
         Attention of Concetta Prainito (Telecopy No. (212) 552-7500);<BR><BR>

<LI>if to the Swingline Lender, to it at JPMorgan Chase Bank, Loan and Agency
         Services Group, One Chase Manhattan Plaza, 8th Floor, New York, New York 10081, Attention of
         Concetta Prainito (Telecopy No. (212) 552-7500); and<BR><BR>

<LI>if to any other Lender or Issuing Bank, to it at its address (or telecopy number)
         set forth in its Administrative Questionnaire.</ol>

<ol type=a start=2><LI>Any party hereto may change its address or telecopy number for notices and other
communications hereunder by notice to the other parties hereto.  All notices and other communications
given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have
been given on the date of receipt.<BR><BR>

<LI>Notices and other communications to Lenders hereunder may be delivered or
furnished by electronic communications pursuant to procedures approved by the Administrative Agent and
the Borrower; <U>provided</u> that the foregoing shall not apply to notices pursuant to Article II unless
otherwise agreed by the Administrative Agent, the Borrower and the applicable Lenders.  The
Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other
communications to it hereunder by electronic communications pursuant to procedures approved by it;
<U>provided</u>, that approval of such procedures may be limited to particular notices or communications.</ol>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 9.02. <U>Waivers; Amendments.</U> (a) No failure or
delay by the Administrative Agent, any Issuing Bank or any Lender in exercising any right
or power hereunder or under any other Loan Document shall operate as a waiver thereof,
nor shall any single or partial exercise of any such right or power, or any abandonment
or discontinuance of steps to enforce such a right or power, preclude any other or
further exercise thereof or the exercise of any other right or power. The rights and
remedies of the Administrative Agent, the Issuing Banks and the Lenders hereunder and
under the other Loan Documents are cumulative and are not exclusive of any rights or
remedies that they would otherwise have. No waiver of any provision of any Loan Document
or consent to any departure by any Loan Party therefrom shall in any event be effective
unless the</P><BR><BR>

<P ALIGN=CENTER>88</P>
<HR SIZE=1 NOSHADE><BR><BR>

<P> same shall be permitted by paragraph (b) of this Section, and then such waiver
or consent shall be effective only in the specific instance and for the purpose for which
given. Without limiting the generality of the foregoing, the making of a Loan or issuance
of a Letter of Credit shall not be construed as a waiver of any Default, regardless of
whether the Administrative Agent, any Lender or any Issuing Bank may have had notice or
knowledge of such Default at the time.</P>

  <ol type=a start=2><LI>Neither this Agreement nor any other Loan Document nor any provision hereof or
thereof may be waived, amended or modified except, in the case of this Agreement, pursuant to an
agreement or agreements in writing entered into by the Borrower and the Required Lenders or, in the case
of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the
Administrative Agent and the Loan Party or Loan Parties that are parties thereto, in each case with the
consent of the Required Lenders; <U>provided</U> that no such agreement shall (i) increase  the Commitment of
any Lender without the written consent of such Lender, (ii) reduce the principal amount of any Loan or
LC Disbursement or reduce the rate of interest thereon, or reduce any fees payable hereunder, without
the written consent of each Lender affected thereby, (iii) postpone the scheduled date of payment of the
principal amount of any Loan or LC Disbursement, or any interest thereon, or any fees payable hereunder,
or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration
of any Commitment, without the written consent of each Lender affected thereby, (iv) release any
Principal Domestic Subsidiary from its Guarantee under the Guarantee Agreement (except as expressly
provided in the Guarantee Agreement), or limit its liability in respect of such Guarantee or its
obligation to enter into, and provide a Guarantee pursuant to, the Guarantee Agreement, without the
written consent of each Lender, (v) change Section 2.18(b) or (c) in a manner that would alter the pro
rata sharing of payments required thereby, without the written consent of each Lender, (vi) change any
of the provisions of this Section or the definition of "Required Lenders" or any other provision of any
Loan Document specifying the number or percentage of Lenders (or Lenders of any Class) required to
waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder,
without the written consent of each Lender (or each Lender of such Class, as the case may be) or
(vii) change any provisions of any Loan Documents in a manner that by its terms adversely affects the
rights in respect of payments due to Lenders holding Loans of any Class differently than those holding
Loans of any other Class, without the written consent of Lenders holding a majority in interest of the
outstanding<BR><BR>

<P ALIGN=CENTER>89</P>
<HR SIZE=1 NOSHADE><BR><BR>


<P> Loans and unused Commitments of each affected Class; <U>provided</u>, <U>further</u>, that no such
agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, an
Issuing Bank or the Swingline Lender hereunder without the prior written consent of the Administrative
Agent, such Issuing Bank or the Swingline Lender, as the case may be.</P>

<LI>If, in connection with any proposed waiver, amendment or modification of this
Agreement or any other Loan Document or any provision hereof or thereof, the consent of one or more of
the Lenders whose consent is required is not obtained, then the Borrower shall have the right to replace
each such non-consenting Lender with one or more assignees pursuant to Section 2.19(b); <U>provided</u> that at
the time of such replacement, each such assignee consents to the proposed waiver, amendment or
modification.</OL>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 9.03. <U>Expenses; Indemnity; Damage Waiver.</u> (a)
The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the
Administrative Agent, the Arrangers and their respective Affiliates, including the
reasonable fees, charges and disbursements of Cravath, Swaine &amp; Moore, counsel for the
Administrative Agent and the Arrangers, in connection with the syndication of the credit
facilities provided for herein, the preparation and administration of the Loan Documents
or any amendments, modifications or waivers of the provisions thereof (whether or not the
transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable
out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance,
amendment, renewal or extension of any Letter of Credit or any demand for payment
thereunder and (iii) all out-of-pocket expenses incurred by the Administrative Agent, any
Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel
for the Administrative Agent, any Issuing Bank or any Lender, in connection with the
enforcement or protection of its rights in connection with the Loan Documents, including
its rights under this Section, or in connection with the Loans made or Letters of Credit
issued hereunder, including all such out-of-pocket expenses incurred during any workout,
restructuring or negotiations in respect of such Loans or Letters of Credit.</P>

<ol type=a start=2><LI>The Borrower shall indemnify the Administrative Agent, the Syndication Agent,
each Arranger, any Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons
(each such Person being called an "<U>Indemnitee</u>") against, and hold each Indemnitee harmless from, any and
all losses, claims, damages, liabilities and<BR><BR>

<P ALIGN=CENTER>90</P>
<HR SIZE=1 NOSHADE><BR><BR>

<P> related expenses, including the fees, charges and
disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising
out of, in connection with, or as a result of (i) the execution or delivery of any Loan Document or any
other agreement or instrument contemplated hereby, the performance by the parties to the Loan Documents
of their respective obligations thereunder or the consummation of the Transactions or any other
transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom
(including any refusal by any Issuing Bank 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 the Borrower or any of its Subsidiaries, or any Environmental Liability
related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim,
litigation, investigation or proceeding relating to any of the foregoing, whether based on contract,
tort or any other theory and regardless of whether any Indemnitee is a party thereto; <U>provided</u> that such
indemnity shall not, as to any Indemnitee, be available (i) to the extent that such losses, claims,
damages, liabilities or related expenses are determined by a court of competent jurisdiction by final
and nonappealable judgment to have resulted from the gross negligence or wilful misconduct of such
Indemnitee (it being understood that, for purposes of this clause, each of an Arranger, the
Administrative Agent or a Lender, on the one hand, and their respective officers, directors, employees,
agents and controlling persons, on the other hand, shall be considered to be a single party seeking
indemnification) or (ii) with respect to any amounts paid pursuant to any settlement made by such
Indemnitee without the consent of the Borrower, which consent shall not be unreasonably withheld.</P>


<LI>To the extent that the Borrower fails to pay any amount required to be paid by it
to the Administrative Agent, an Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this
Section, each Lender severally agrees to pay to the Administrative Agent, such Issuing Bank or the
Swingline Lender, as the case may be, such Lender's pro rata share (determined as of the time that the
applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; <U>provided</u> 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, such Issuing Bank or the Swingline
Lender in its capacity as<BR><BR>

<P ALIGN=CENTER>91</P>
<HR SIZE=1 NOSHADE><BR><BR>

<P> such.  For purposes hereof, a Lender's "pro rata share" shall be determined
based upon its share of the sum of the total Revolving Credit Exposures and unused Commitments at the
time.  Any payment by a Lender hereunder shall not relieve the Borrower of its liability in respect
thereof.</P>

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

<LI>All amounts due under this Section shall be payable promptly after written demand
therefor.</ol>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 9.04. <U>Successors and Assigns.</u> (a) 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 (including any Affiliate of
any Issuing Bank that issues any Letter of Credit), except that (i) the Borrower may not
assign or otherwise transfer any of its rights or obligations hereunder without the prior
written consent of each Lender (and any attempted assignment or transfer by the Borrower
or without such consent shall be null and void) and (ii) no Lender may assign or
otherwise transfer its rights or obligations hereunder except in accordance with this
Section. 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 (including any Affiliate of any Issuing Bank that issues any Letter of
Credit), Participants (to the extent provided in paragraph (c) of this Section) and, to
the extent expressly contemplated hereby, the Related Parties of each of the
Administrative Agent, the Issuing Banks and the Lenders) any legal or equitable right,
remedy or claim under or by reason of this Agreement.</P>

<ol type=a start=2><LI>(i)  Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may
assign to one or more assignees all or a portion of its rights and obligations under this Agreement
(including all or a portion of its Commitment and the Loans at the time owing to it) with the prior
written consent (such consent not to be unreasonably withheld) of:</OL>

<BR><BR>
<P ALIGN=CENTER>92</P>
<HR SIZE=1 NOSHADE><BR><BR>

<ol type=A><LI>the Borrower, <U>provided</u> that no consent of the Borrower shall be required for an
         assignment to a Lender, an Affiliate of a Lender, an Approved Fund (as defined below) with
         respect to a Lender or, if an Event of Default under clause (a), (b), (i) or (j) of
         Section 7.01 has occurred and is continuing, any other assignee; and<BR><BR>

<LI>the Administrative Agent, <U>provided</u> that no consent of the Administrative Agent
         shall be required for an assignment to an assignee that is a Lender immediately prior to giving
         effect to such assignment or an Affiliate of any such Lender or an Approved Fund with respect
         to any such Lender.</ol>

<ol type=i start=2><LI>Assignments shall be subject to the following conditions:</OL>

<ol type=A><LI>except in the case of an assignment to a Lender or an Affiliate of a Lender or an
         assignment of the entire remaining amount of the assigning Lender's Commitment, the amount of
         the Commitment of the assigning Lender subject to each such assignment (determined as of the
         date the Assignment and Assumption with respect to such assignment is delivered to the
         Administrative Agent) shall not be less than $5,000,000 unless each of the Borrower and the
         Administrative Agent otherwise consent, <U>provided</u> that (i) in the event of concurrent
         assignments to two or more assignees that are Affiliates of one another, or to two or more
         Approved Funds managed by the same investment advisor or by affiliated investment advisors, all
         such concurrent assignments shall be aggregated in determining compliance with this subsection
         and (ii) no such consent of the Borrower shall be required if an Event of Default under clause
         (a), (b), (i) or (j) of Section 7.01 has occurred and is continuing;<BR>

<LI>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; <U>provided</u>, <U>however</u>, that
         this clause (B) shall not (1) apply to rights in respect of outstanding Competitive Loans or
         (2) be construed to prohibit the assignment of a proportionate part of all the assigning
         Lender's<BR><BR>

<P ALIGN=CENTER>93</P>
<HR SIZE=1 NOSHADE><BR><BR>

<P> rights and obligations in respect of one Class of Loans;</P>

<LI>the parties to each assignment shall execute and deliver to the Administrative
         Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500;<BR><BR>

<LI>the assignee, if it shall not be a Lender, shall deliver to the Administrative
         Agent an Administrative Questionnaire; and<BR><BR>

<LI>in the case of an assignment by a Lender to a CLO (as defined below) administered
         or managed by such Lender or by an Affiliate of such Lender, unless such assignment is approved
         by the Borrower (which approval shall not be unreasonably withheld), the assigning Lender shall
         retain the sole right to approve any amendment, modification or waiver of any provision of this
         Agreement, <U>provided</u> that the Assignment and Assumption between such Lender and such CLO may
         provide that such Lender will not, without the consent of such CLO, agree to any amendment,
         modification or waiver described in the first proviso to Section 9.02(b) that affects such CLO.</ol>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For purposes of this Section 9.04(b), the terms
"Approved Fund" and "CLO" have the following meanings:</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>"Approved Fund"</u> means, with respect to any Lender, (a) a
CLO administered or managed by such Lender or an Affiliate of such Lender and (b) with
respect to any Lender that is a fund which invests in bank loans and similar extensions
of credit, any other fund that invests in bank loans and similar extensions of credit and
is managed by the same investment advisor as such Lender or by an Affiliate of such
investment advisor.</P>

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


<ol type=i start=3><LI>Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of
this Section, from and after the effective date specified in each Assignment and Assumption the assignee
thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and<BR><BR>

<P ALIGN=CENTER>94</P>
<HR SIZE=1 NOSHADE><BR><BR>

<P>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 2.15, 2.16, 2.17 and 9.03).
Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not
comply with this Section 9.04 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 paragraph (c) of this Section.</P>


<LI>The Administrative Agent, acting for this purpose as an agent of the Borrower,
shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a
register for the recordation of the names and addresses of the Lenders, and the Commitment of, and
principal amount of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof
from time to time (the "<U>Register</u>").  The entries in the Register shall be conclusive, and the Borrower,
the Administrative Agent, the Issuing Banks and the Lenders may treat each Person whose name is recorded
in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement,
notwithstanding notice to the contrary.  The Register shall be available for inspection by the Borrower,
any Issuing Bank and any Lender, at any reasonable time and from time to time upon reasonable prior
notice.<BR><BR>

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

<BR><BR>
<P ALIGN=CENTER>95</P>
<HR SIZE=1 NOSHADE><BR><BR>


<ol type=a start=3><LI>(i)  Any Lender may, without the consent of any Borrower, the Administrative Agent,
any Issuing Bank or the Swingline Lender, sell participations to one or more banks or other entities (a
"<U>Participant</u>") in all or a portion of such Lender's rights and obligations under this Agreement
(including all or a portion of its Commitment and the Loans owing to it); <U>provided</U> that (A) such
Lender's obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations and (C) the Borrower,
the Administrative Agent, the Issuing Banks and the other Lenders shall continue to deal solely and
directly with such Lender in connection with such Lender's rights and obligations under this Agreement.
Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that
such Lender shall retain the sole right to enforce the Loan Documents and to approve any amendment,
modification or waiver of any provision of the Loan Documents; <U>provided</u> that such agreement or
instrument may provide that such Lender will not, without the consent of the Participant, agree to any
amendment, modification or waiver described in the first proviso to Section 9.02(b) that affects such
Participant.  Subject to paragraph (c)(ii) of this Section, the Borrower agrees that each Participant
shall be entitled to the benefits of Sections 2.15, 2.16 and 2.17 to the same extent as if it were a
Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section.  To the
extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.08 as
though it were a Lender, <U>provided</u> that such Participant agrees to be subject to Section 2.18(c) as
though it were a Lender.</ol>

<ol type=i start=2><LI>A Participant shall not be entitled to receive any greater payment under Section
2.15 or 2.17 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 prior written consent of the Borrower.  A Participant that would be a Foreign Lender if it were
a Lender shall not be entitled to the benefits of Section 2.17 unless the Borrower is notified of the
participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to
comply with Section 2.17(e) as though it were a Lender.</ol>
<BR><BR>
<P ALIGN=CENTER>96</P>
<HR SIZE=1 NOSHADE><BR><BR>

<ol type=a start=4><LI>Any Lender may at any time pledge or assign a security interest in all or any
portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or
assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such
pledge or assignment of a security interest; provided that no such pledge or assignment of a security
interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or
assignee for such Lender as a party hereto.</ol>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 9.05. <U>Survival.</u> All covenants, agreements,
representations and warranties made by the Loan Parties in the Loan Documents and in the
certificates or other instruments delivered in connection with or pursuant to this
Agreement or any other Loan Document shall be considered to have been relied upon by the
other parties hereto and shall survive the execution and delivery of the Loan Documents
and the making of any Loans and issuance of any Letters of Credit, regardless of any
investigation made by any such other party or on its behalf and notwithstanding that the
Administrative Agent, any Issuing Bank or any Lender may have had notice or knowledge of
any Default or incorrect representation or warranty at the time any credit is extended
hereunder, and shall continue in full force and effect as long as the principal of or any
accrued interest on any Loan or any fee or any other amount payable under this Agreement
is outstanding and unpaid or any Letter of Credit is outstanding and so long as the
Commitments have not expired or terminated. The provisions of Sections 2.15, 2.16, 2.17
and 9.03 and Article VIII shall survive and remain in full force and effect regardless of
the consummation of the transactions contemplated hereby, the repayment of the Loans, the
expiration or termination of the Letters of Credit and the Commitments or the termination
of this Agreement or any provision hereof.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 9.06. <U>Counterparts; Integration; Effectiveness.</u>
This Agreement may be executed in counterparts (and by different parties hereto on
different counterparts), each of which shall constitute an original, but all of which
when taken together shall constitute a single contract. This Agreement, the Guarantee
Agreement and any separate letter agreements with respect to fees payable to the
Administrative Agent 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
4.01, this Agreement shall become effective when it shall have been</P><BR><BR>

<P ALIGN=CENTER>97</P>
<HR SIZE=1 NOSHADE><BR><BR>


<P> executed by the
Administrative Agent and when the Administrative Agent shall have received counterparts
hereof which, when taken together, bear the signatures of each of the other parties
hereto, and thereafter shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns. Delivery of an executed counterpart
of a signature page of this Agreement by telecopy shall be effective as delivery of a
manually executed counterpart of this Agreement.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 9.07. <U>Severability.</u> Any provision of this
Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without affecting the validity, legality and enforceability of the
remaining provisions hereof; and the invalidity of a particular provision in a particular
jurisdiction shall not invalidate such provision in any other jurisdiction.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 9.08. <U>Right of Setoff.</u> If an Event of Default
shall have occurred and be continuing, each Lender and each of its Affiliates is hereby
authorized at any time and from time to time, to the fullest extent permitted by law, to
set off and apply any and all deposits (general or special, time or demand, provisional
or final) at any time held and other obligations at any time owing by such Lender or
Affiliate to or for the credit or the account of the Borrower against any of and all the
obligations of the Borrower now or hereafter existing under this Agreement held by such
Lender, irrespective of whether or not such Lender shall have made any demand under this
Agreement, but only to the extent such obligations are then due and payable. The rights
of each Lender under this Section are in addition to other rights and remedies (including
other rights of setoff) which such Lender may have.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 9.09. <U>Governing Law; Jurisdiction; Consent to
Service of Process.</u> (a) This Agreement shall be construed in accordance with and governed
by the law of the State of New York.</P>

<ol type=a start=2><LI>The Borrower hereby irrevocably and unconditionally submits, for itself and its
property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New
York County 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 any Loan
Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby
irrevocably and unconditionally<BR><BR>

<P ALIGN=CENTER>98</P>
<HR SIZE=1 NOSHADE><BR><BR>


<P> agrees that all claims in respect of any such action or proceeding may
be heard and determined in such New York State or, to the extent permitted by law, in such Federal
court.  Each of the parties hereto agrees that a final judgment in any such action or proceeding shall
be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law.  Nothing in this Agreement or any other Loan Document shall affect any right that the
Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring any action or
proceeding relating to this Agreement or any other Loan Document against the Borrower or its properties
in the courts of any jurisdiction.</P>


<LI>The Borrower hereby irrevocably and unconditionally waives, to the fullest extent
it may legally and effectively do so, any objection which it may now or hereafter have to the laying of
venue of any suit, action or proceeding arising out of or relating to this Agreement 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 law, the defense of an inconvenient forum to the
maintenance of such action or proceeding in any such court.<BR><BR>

<LI>Each party to this Agreement irrevocably consents to service of process in the
manner provided for notices in Section 9.01.  Nothing in this Agreement or any other Loan Document will
affect the right of any party to this Agreement to serve process in any other manner permitted by law.</ol>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.10. <U>WAIVER OF JURY TRIAL.</u> EACH PARTY HERETO HEREBY
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, THE GUARANTEE AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY
(WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO
ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO
HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS
AND CERTIFICATIONS IN THIS SECTION.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 9.11. <U>Headings.</u> Article and Section headings and
the Table of Contents used herein are for convenience of reference only, are not part of
this</P><BR><BR>

<P ALIGN=CENTER>99</P>
<HR SIZE=1 NOSHADE><BR><BR>


<P>Agreement and shall not affect the construction of, or be taken into consideration
in interpreting, this Agreement.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 9.12. <U>Confidentiality.</u> Each of the
Administrative Agent, the Issuing Banks and the Lenders agrees to maintain the
confidentiality of the Information (as defined below), except that Information may be
disclosed (a) to its and its Affiliates' directors, officers, employees and agents,
including accountants, legal counsel and other advisors (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, (c) to the extent required by applicable laws or
regulations or by any subpoena or similar legal process (subject to the last sentence of
this paragraph), (d) to any other party to this Agreement, (e) in connection with the
exercise of any remedies hereunder or any suit, 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 any assignee of or Participant in, or any prospective assignee
of or Participant in, any of its rights or obligations under this Agreement, (g) with the
consent of the Borrower or (h) to the extent such Information (i) becomes publicly
available other than as a result of a breach of this Section or (ii) becomes available to
the Administrative Agent, any Issuing Bank or any Lender on a nonconfidential basis from
a source other than the Borrower. For the purposes of this Section, "<U>Information</u>" means
all information received from the Borrower relating to the Borrower or its business,
other than any such information that is available to the Administrative Agent, any
Issuing Bank or any Lender on a nonconfidential basis prior to disclosure by the
Borrower. 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. If any
Lender receives any subpoena or similar legal process referred to in clause (c) above,
such Lender will endeavor, to the extent practicable, to notify the Borrower and afford
the Borrower an opportunity to challenge the same before disclosing any confidential
Information pursuant thereto.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 9.13. <U>Interest Rate Limitation.</u> Notwithstanding
anything herein to the contrary, if at any time the interest rate applicable to any Loan,
together with</P><BR><BR>

<P ALIGN=CENTER>100</P>
<HR SIZE=1 NOSHADE><BR><BR>


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

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 9.14. <U>Judgment Currency.</u> If for the purposes of
obtaining judgment in any court it is necessary to convert a sum due from the Borrower
hereunder in the currency expressed to be payable herein (the "<U>Specified Currency</u>") into
another currency, the parties hereto agree, to the fullest extent that they may
effectively do so, that the rate of exchange used shall be that at which in accordance
with normal banking procedures the Administrative Agent could purchase the Specified
Currency with such other currency at the Administrative Agent's New York office on the
Business Day preceding that on which final judgment is given. The obligations of the
Borrower in respect of any sum due to any Lender or the Administrative Agent hereunder
shall, notwithstanding any judgment in a currency other than the Specified Currency, be
discharged only to the extent that on the Business Day following receipt by such Lender
or the Administrative Agent (as the case may be) of any sum adjudged to be so due in such
other currency such Lender or the Administrative Agent (as the case may be) may in
accordance with normal banking procedures purchase the Specified Currency with such other
currency; if the amount of the Specified Currency so purchased is less than the sum
originally due to such Lender or the Administrative Agent, as the case may be, in the
Specified Currency, the Borrower agrees, to the fullest extent that it may effectively do
so, as a separate obligation and notwithstanding any such judgment, to indemnify such
Lender or the Administrative Agent, as the case may be, against such loss.</P>
<BR><BR>
<P ALIGN=CENTER>101</P>
<HR SIZE=1 NOSHADE><BR><BR>


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



<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">

<TR VALIGN="TOP">
     <TD WIDTH="45%">&nbsp;</TD>
     <TD><P ALIGN="LEFT">YUM! BRANDS, INC.</P><BR>
by<BR>
<u>/s/&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Matthew M. Preston&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u><BR>
Name:&nbsp;&nbsp;&nbsp;Matthew M. Preston<BR>
Title:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Vice President and Associate General Counsel</TD>
</TR>

<TR VALIGN="TOP">
     <TD WIDTH="45%"></TD>
     <TD><P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</P><BR></TD>
</TR>


<TR VALIGN="TOP">
     <TD WIDTH="45%">&nbsp;</TD>
     <TD><P ALIGN="LEFT">JPMORGAN CHASE BANK, individually<BR> and as Administrative
                                            Agent, <BR>Swingline Lender and Issuing Bank</P><BR>
by<BR><U>/s/&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Barry K Bergman&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u><BR>
Name:&nbsp;&nbsp;&nbsp;&nbsp;Barry K. Bergman<BR>
Title:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Vice President</TD>
</TR>

<TR VALIGN="TOP">
     <TD WIDTH="45%"></TD>
     <TD><P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</P><BR></TD>
</TR>



<TR VALIGN="TOP">
     <TD WIDTH="45%">&nbsp;</TD>
     <TD><P ALIGN="LEFT">CITICORP USA, INC.,</P><BR>
by<BR>
<u>/s/&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Asghar Z. Ali&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u><BR>
Name:&nbsp;&nbsp;&nbsp;Asghar Z. Ali<BR>
Title:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Vice President</TD>
</TR>

<TR VALIGN="TOP">
     <TD WIDTH="45%">&nbsp;</TD>
     <TD><P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</P><BR></TD>
</TR>


<TR VALIGN="TOP">
     <TD WIDTH="45%">&nbsp;</TD>
     <TD><P ALIGN="LEFT">SUNTRUST BANK,</P><BR>
by<BR>
<u>/s/&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Charles J. Johnson&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u><BR>
Name:&nbsp;&nbsp;&nbsp;Charles J. Johnson<BR>
Title:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Managing Director</TD>
</TR>


<TR VALIGN="TOP">
     <TD WIDTH="45%">&nbsp;</TD>
     <TD><P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</P><BR></TD>
</TR>



<TR VALIGN="TOP">
     <TD WIDTH="45%">&nbsp;</TD>
     <TD><P ALIGN="LEFT">CREDIT LYONNAIS NEW YORK,</P><BR>
by<BR>
<u>/s/&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Lee E. Greve&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u><BR>
Name:&nbsp;&nbsp;&nbsp;Lee E. Greve<BR>
Title:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;First Vice President</TD>
</TR>

<TR VALIGN="TOP">
     <TD>&nbsp;</TD>
     <TD><P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</P><BR></TD>
</TR>


<TR VALIGN="TOP">
     <TD WIDTH="45%">&nbsp;</TD>
     <TD><P ALIGN="LEFT">HSBC BANK USA,</P><BR>
by<BR>
<u>/s/&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Robert Corder&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u><BR>
Name:&nbsp;&nbsp;&nbsp;Robert Corder<BR>
Title:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;First Vice President</TD>
</TR>

<TR VALIGN="TOP">
     <TD WIDTH="45%"></TD>
     <TD><P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</P><BR></TD>
</TR>


<TR VALIGN="TOP">
     <TD WIDTH="45%">&nbsp;</TD>
     <TD><P ALIGN="LEFT">COOPERATIEVE CENTRALE RAIFFEISEN-<BR>
BOERENLEENBANK  B.A. "Rabobank <BR>
International", NEW YORK BRANCH,</P><BR>
by<BR>
<u>/s/&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Tamira Treffers-Herrera&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u><BR>
Name:&nbsp;&nbsp;&nbsp;Tamira Treffers-Herrera<BR>
Title:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Executive Director<BR><BR><BR>
by<BR>
<u>/s/&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Edward J. Peyser&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u><BR>
Name:&nbsp;&nbsp;&nbsp;Edward J. Peyser<BR>
Title:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Managing Director</TD>
</TR>

<TR VALIGN="TOP">
     <TD WIDTH="45%"></TD>
     <TD><P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</P><BR></TD>
</TR>


<TR VALIGN="TOP">
     <TD WIDTH="45%">&nbsp;</TD>
     <TD><P ALIGN="LEFT">BANK ONE NA,</P><BR>
by<BR>
<u>/s/&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Glenn A. Currin&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u><BR>
Name:&nbsp;&nbsp;&nbsp;Glenn A. Currin<BR>
Title:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Managing Director</TD>
</TR>

<TR VALIGN="TOP">
     <TD WIDTH="45%"></TD>
     <TD><P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</P><BR></TD>
</TR>


<TR VALIGN="TOP">
     <TD WIDTH="45%">&nbsp;</TD>
     <TD><P ALIGN="LEFT">FLEET NATIONAL BANK,</P><BR>
by<BR>
<u>/s/&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Robert W. MacElhiney&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u><BR>
Name:&nbsp;&nbsp;&nbsp;Robert W. MacElhiney<BR>
Title:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Director</TD>
</TR>

<TR VALIGN="TOP">
     <TD WIDTH="45%"></TD>
     <TD><P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</P><BR></TD>
</TR>


<TR VALIGN="TOP">
     <TD WIDTH="45%">&nbsp;</TD>
     <TD><P ALIGN="LEFT">SUMITOMO MITSUI BANKING CORPORATION,</P><BR>
by<BR>
<u>/s/&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Edward D. Henderson, Jr.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u><BR>
Name:&nbsp;&nbsp;&nbsp;Edward D. Henderson, Jr.<BR>
Title:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Joint General Manager</TD>
</TR>

<TR VALIGN="TOP">
     <TD WIDTH="45%"></TD>
     <TD><P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</P><BR></TD>
</TR>

<TR VALIGN="TOP">
     <TD WIDTH="45%">&nbsp;</TD>
     <TD><P ALIGN="LEFT">THE BANK OF NEW YORK,</P><BR>
by<BR>
<u>/s/&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Kenneth R. McDonnell&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u><BR>
Name:&nbsp;&nbsp;&nbsp;Kenneth R. McDonnell<BR>
Title:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Assistant Vice President</TD>
</TR>


<TR VALIGN="TOP">
     <TD WIDTH="45%"></TD>
     <TD><P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</P><BR></TD>
</TR>



<TR VALIGN="TOP">
     <TD WIDTH="45%">&nbsp;</TD>
     <TD><P ALIGN="LEFT">U.S. BANK NATIONAL ASSOCIATION,</P><BR>
by<BR>
<u>/s/&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Toby B. Rau&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u><BR>
Name:&nbsp;&nbsp;&nbsp;Toby B. Rau<BR>
Title:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Vice President</TD>
</TR>


<TR VALIGN="TOP">
     <TD WIDTH="45%"></TD>
     <TD><P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</P><BR></TD>
</TR>



<TR VALIGN="TOP">
     <TD WIDTH="45%">&nbsp;</TD>
     <TD><P ALIGN="LEFT">NATIONAL CITY BANK OF KENTUCKY,</P><BR>
by<BR>
<u>/s/&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Kevin L. Anderson&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u><BR>
Name:&nbsp;&nbsp;&nbsp;Kevin L. Anderson<BR>
Title:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Vice President</TD>
</TR>


<TR VALIGN="TOP">
     <TD WIDTH="45%"></TD>
     <TD><P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</P><BR></TD>
</TR>


<TR VALIGN="TOP">
     <TD WIDTH="45%">&nbsp;</TD>
     <TD><P ALIGN="LEFT">THE BANK OF NOVA SCOTIA,</P><BR>
by<BR>
<u>/s/&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;N. Bell&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u><BR>
Name:&nbsp;&nbsp;&nbsp;N. Bell<BR>
Title:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Senior Manager</TD>
</TR>



<TR VALIGN="TOP">
     <TD WIDTH="45%"></TD>
     <TD><P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</P><BR></TD>
</TR>

<TR VALIGN="TOP">
     <TD WIDTH="45%">&nbsp;</TD>
     <TD><P ALIGN="LEFT">WACHOVIA BANK, NATIONAL ASSOCIATION,</P><BR>
by<BR>
<u>/s/&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Roger Pelz&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u><BR>
Name:&nbsp;&nbsp;&nbsp;Roger Pelz<BR>
Title:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Managing Director</TD>
</TR>


<TR VALIGN="TOP">
     <TD WIDTH="45%"></TD>
     <TD><P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</P><BR></TD>
</TR>


<TR VALIGN="TOP">
     <TD WIDTH="45%">&nbsp;</TD>
     <TD><P ALIGN="LEFT">BANK OF AMERICA, N.A.,</P><BR>
by<BR>
<u>/s/&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Chitt Swamidasan&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u><BR>
Name:&nbsp;&nbsp;&nbsp;Chitt Swamidasan<BR>
Title:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Principal</TD>
</TR>



<TR VALIGN="TOP">
     <TD WIDTH="45%"></TD>
     <TD><P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</P><BR></TD>
</TR>


<TR VALIGN="TOP">
     <TD WIDTH="45%">&nbsp;</TD>
     <TD><P ALIGN="LEFT">COMERICA BANK,</P><BR>
by<BR>
<u>/s/&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Kathleen M. Kasperek&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u><BR>
Name:&nbsp;&nbsp;&nbsp;Kathleen M. Kasperek<BR>
Title:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Vice President</TD>
</TR>


<TR VALIGN="TOP">
     <TD WIDTH="45%"></TD>
     <TD><P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</P><BR></TD>
</TR>



<TR VALIGN="TOP">
     <TD WIDTH="45%">&nbsp;</TD>
     <TD><P ALIGN="LEFT">CREDIT AGRICOLE INDUSUEZ,</P><BR>
by<BR>
<u>/s/&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Theodore D. Tice&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u><BR>
Name:&nbsp;&nbsp;&nbsp;Theodore D. Tice<BR>
Title:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Vice President and Senior Relationship Manager<BR><BR>
by<BR>
<u>/s/&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Raymond A. Fallonberg&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u><BR>
Name:&nbsp;&nbsp;&nbsp;Raymond A. Fallonberg<BR>
Title:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Vice President and Senior Relationship Manager
</TD>
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     <TD><P ALIGN="LEFT">FIFTH THIRD BANK, KENTUCKY, INC.,</P><BR>
by<BR>
<u>/s/&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Edward B. Martin&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u><BR>
Name:&nbsp;&nbsp;&nbsp;Edward B. Martin<BR>
Title:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Vice President</TD>
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     <TD><P ALIGN="LEFT">ING CAPITAL LLC,</P><BR>
by<BR>
<u>/s/&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Bradford W. Pollard&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u><BR>
Name:&nbsp;&nbsp;&nbsp;Bradford W. Pollard<BR>
Title:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Vice President</TD>
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     <TD><P ALIGN="LEFT">MIZUHO CORPORATE BANK, LTD.,</P><BR>
by<BR>
<u>/s/&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Takeyuki Kuroki&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u><BR>
Name:&nbsp;&nbsp;&nbsp;Takeyuki Kuroki<BR>
Title:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Vice President and Senior Team Leader</TD>
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     <TD><P ALIGN="LEFT">NORDDEUTSCHE LANDESBANK<BR>
 GIROZENTRALE, NEW YORK AND/OR <BR>
CAYMAN ISLANDS BRANCH,</P><BR>
by<BR>
<u>/s/&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Raimund Ferley&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u><BR>
Name:&nbsp;&nbsp;&nbsp;Raimund Ferley<BR>
Title:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Senior Vice President<BR><BR>

by<BR>
<u>/s/&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Josef Haas&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u><BR>
Name:&nbsp;&nbsp;&nbsp;Josef Haas<BR>
Title:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Vice President</TD>
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     <TD><P ALIGN="LEFT">THE NORINCHUKIN BANK, NEW YORK<BR>
 BRANCH,</P><BR>
by<BR>
<u>/s/&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Fumiaki Ono&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u><BR>
Name:&nbsp;&nbsp;&nbsp;Fumiaki Ono<BR>
Title:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;General Manager</TD>
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     <TD><P ALIGN="LEFT">WESTPAC BANKING CORPORATION,</P><BR>
by<BR>
<u>/s/&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Lisa Porter&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u><BR>
Name:&nbsp;&nbsp;&nbsp;Lisa Porter<BR>
Title:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Vice President</TD>
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     <TD><P ALIGN="LEFT">CHANG HWA COMMERCIAL BANK, LTD.,<BR>
 NEW YORK BRANCH,</P><BR>
by<BR>
<u>/s/&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Ming-Hsien Lin&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u><BR>
Name:&nbsp;&nbsp;&nbsp;Ming-Hsien Lin<BR>
Title:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Vice President and General Manager</TD>
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     <TD><P ALIGN="LEFT">GOLDMAN SACHS CREDIT PARTNERS L.P.,</P><BR>
by<BR>
<u>/s/&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Robert Wagner&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u><BR>
Name:&nbsp;&nbsp;&nbsp;Robert Wagner<BR>
Title:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Authorized Signatory</TD>
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     <TD><P ALIGN="LEFT">THE HUNTINGTON NATIONAL BANK,</P><BR>
by<BR>
<u>/s/&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Randall K. Stephens&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u><BR>
Name:&nbsp;&nbsp;&nbsp;Randall K. Stephens<BR>
Title:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Vice President</TD>
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     <TD><P ALIGN="LEFT">THE NORTHERN TRUST COMPANY,</P><BR>
by<BR>
<u>/s/&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Karen E. Dahl&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u><BR>
Name:&nbsp;&nbsp;&nbsp;Karen E. Dahl<BR>
Title:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Vice President</TD>
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     <TD><P ALIGN="LEFT">PB CAPITAL CORPORATION,</P><BR>
by<BR>
<u>/s/&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Nina Zhou&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u><BR>
Name:&nbsp;&nbsp;&nbsp;Nina Zhou<BR>
Title:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Assistant Vice President<BR><BR>
by<BR>
<u>/s/&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Kevin D. Walz&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u><BR>
Name:&nbsp;&nbsp;&nbsp;Kevin D. Walz<BR>
Title:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Vice President</TD>
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     <TD><P ALIGN="LEFT">WELLS FARGO BANK, N.A.,</P><BR>
by<BR>
<u>/s/&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Melissa Nachman&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u><BR>
Name:&nbsp;&nbsp;&nbsp;Melissa Nachman<BR>
Title:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Vice President<BR><BR>
by<BR>
<u>/s/&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Carol Polasky&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u><BR>
Name:&nbsp;&nbsp;&nbsp;Carol Polasky<BR>
Title:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Vice President<BR><BR>
</TD>
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     <TD><P ALIGN="LEFT">BANK OF LOUISVILLE,</P><BR>
by<BR>
<u>/s/&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Frank R. Eckerd&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u><BR>
Name:&nbsp;&nbsp;&nbsp;Frank R. Eckerd<BR>
Title:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Senior Vice President</TD>
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     <TD><P ALIGN="LEFT">CREDIT INDUSTRIEL ET COMMERCIAL,</P><BR>
by<BR>
<u>/s/&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Brian O'Leary&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u><BR>
Name:&nbsp;&nbsp;&nbsp;Brian O'Leary<BR>
Title:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Vice President<BR><BR>
by<BR>
<u>/s/&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Marcus Edward&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u><BR>
Name:&nbsp;&nbsp;&nbsp;Marcus Edward<BR>
Title:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Vice President</TD>
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     <TD><P ALIGN="LEFT">BANK HAPOALIM B.M.,</P><BR>
by<BR>
<u>/s/&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;James P. Surless&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u><BR>
Name:&nbsp;&nbsp;&nbsp;James P. Surless<BR>
Title:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Vice President<BR><BR>

by<BR>
<u>/s/&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Laura Anne Raffa&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u><BR>
Name:&nbsp;&nbsp;&nbsp;Laura Anne Raffa<BR>
Title:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Senior Vice President<BR>
 and Corporate Manager</td>
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     <TD><P ALIGN="LEFT">HIBERNIA NATIONAL BANK,</P><BR>
by<BR>
<u>/s/&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Michael R. Geissler&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u><BR>
Name:&nbsp;&nbsp;&nbsp;Michael R. Geissler<BR>
Title:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Vice President</TD>
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