<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>qfy06q2.txt
<DESCRIPTION>FY06 QUARTERLY REPORT,  SECOND QUARTER
<TEXT>
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM 10-Q


[X]              QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d)
                       OF THE SECURITIES EXCHANGE ACT 1934


For the quarterly period ended October 31, 2005      Commission File No. 1-11507


                                       OR


[ ]             TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d)
                          OF THE SECURITIES ACT OF 1934
                        For the transition period from to


                             JOHN WILEY & SONS, INC.
                             -----------------------
             (Exact name of Registrant as specified in its charter)


NEW YORK                                    13-5593032
---------------------------------------     ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)


111 RIVER STREET, HOBOKEN NJ                 07030
---------------------------------------     ------------------------------------
(Address of principal executive offices)     Zip Code


Registrant's telephone number, including area code         (201) 748-6000
                                                           ---------------------


                                 NOT APPLICABLE
              ----------------------------------------------------
              Former name, former address, and former fiscal year,
                          if changed since last report


Indicate  by check  mark,  whether  the  Registrant  (1) has filed  all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
Registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. YES [X] NO [ ]


Check whether the registrant is an  accelerated  filer (as defined in Rule 12b-2
of the Exchange Act). YES [X] NO [ ]


Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). YES [ ] NO [X]


The number of shares  outstanding of each of the Registrant's  classes of common
stock as of November 30, 2005 were:
                      Class A, par value $1.00 - 47,369,439
                      Class B, par value $1.00 - 10,697,963




                  This is the first page of a 29-page document
<PAGE>
<TABLE>
<CAPTION>

                             JOHN WILEY & SONS, INC.

                                      INDEX



                                                                                PAGE NO.
<S>       <C>                                                                      <C>
PART I -  FINANCIAL INFORMATION

Item 1.   Financial Statements.

          Condensed Consolidated Statements of Financial Position - Unaudited
           as of October 31, 2005 and 2004, and April 30, 2005......................3

          Condensed Consolidated Statements of Income - Unaudited
           for the three and six months ended October 31, 2005 and 2004.............4

          Condensed Consolidated Statements of Cash Flows - Unaudited
           for the six months ended October 31, 2005 and 2004.......................5

          Notes to Unaudited Condensed Consolidated Financial Statements.........6-13

Item 2.   Management's Discussion and Analysis of Financial
           Condition and Results of Operations..................................14-21

Item 3.   Quantitative and Qualitative Disclosures About Market Risk...............22

Item 4.   Controls and Procedures..................................................23


PART II - OTHER INFORMATION

Item 5.   Submission of Matters to a Vote of Security Holders......................23

Item 6.   Exhibits and Reports on Form 8-K.........................................24


SIGNATURES AND CERTIFICATIONS...................................................25-27


EXHIBITS........................................................................28-29
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                    JOHN WILEY & SONS, INC. AND SUBSIDIARIES
             CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
                                 (In thousands)
                                                                                       (UNAUDITED)
                                                                                       October 31,                     April 30,
                                                                          ------------------------------------      ----------------
                                                                                 2005                2004                2005
                                                                          ----------------     ---------------      ----------------
<S>                                                                               <C>                 <C>                 <C>
Assets
Current Assets

     Cash and cash equivalents                                        $          17,564              18,359     $        89,401
     Marketable Securities                                                            -                   -              10,000
     Accounts receivable                                                        161,553             142,066             137,787
     Inventories                                                                 87,329              77,672              83,372
     Deferred income tax benefits                                                 5,921              12,320               5,921
     Prepaid and other                                                           11,360              11,638              12,437
                                                                          ----------------     ---------------      ----------------
          Total Current Assets                                                  283,727             262,055             338,918

Product Development Assets                                                       63,148              59,231              61,511
Property, Equipment and Technology                                              104,897             114,758             115,383
Intangible Assets                                                               303,416             280,736             291,041
Goodwill                                                                        196,938             195,354             195,563
Deferred Income Tax Benefits                                                      4,359               7,588               4,285
Other Assets                                                                     27,231              21,917              25,868
                                                                          ----------------     ---------------      ----------------
          Total Assets                                                $         983,716             941,639     $     1,032,569
                                                                          ================     ===============      ================

Liabilities & Shareholders' Equity
Current Liabilities
     Accounts and royalties payable                                   $          95,901              71,056     $        70,958
     Deferred subscription revenue                                               56,416              50,103             142,766
     Accrued income taxes                                                        31,334              30,352              36,376
     Accrued pension liability                                                    6,427               5,348               6,229
     Other accrued liabilities                                                   63,942              64,057              84,982
                                                                          ----------------     ---------------      ----------------
         Total Current Liabilities                                              254,020             220,916             341,311

Long-Term Debt                                                                  232,190             200,000             196,214
Accrued Pension Liability                                                        65,160              52,171              62,116
Other Long-Term Liabilities                                                      35,565              31,250              34,652
Deferred Income Taxes                                                             3,895               2,628               1,702

Shareholders' Equity
     Class A & Class B common stock                                              83,191              83,190              83,191
     Additional paid-in-capital                                                  63,261              52,399              55,478
     Retained earnings                                                          551,430             478,773             507,249
     Accumulated other comprehensive (loss)/gain                                 (2,135)              7,661               1,982
     Unearned deferred compensation                                              (4,190)             (3,199)             (3,074)
     Treasury stock                                                            (298,671)           (184,150)           (248,252)
                                                                          ----------------     ---------------      ----------------
          Total Shareholders' Equity                                            392,886             434,674             396,574
                                                                          ----------------     ---------------      ----------------
          Total Liabilities & Shareholders' Equity                    $         983,716             941,639     $     1,032,569
                                                                          ================     ===============      ================
</TABLE>
The  accompanying  Notes  are an  integral  part of the  condensed  consolidated
financial statements.
<PAGE>
<TABLE>
<CAPTION>

                     JOHN WILEY & SONS, INC AND SUBSIDIARIES
             CONDENSED CONSOLIDATED STATEMENTS OF INCOME - UNAUDITED
                   (In thousands except per share information)

                                                                   Three Months                               Six Months
                                                                Ended October 31,                         Ended October 31,
                                                     -------------------------------------       -----------------------------------
                                                           2005                2004                    2005              2004
                                                     -----------------    ----------------       -----------------  ----------------
<S>                                                        <C>                  <C>                    <C>               <C>
Revenue                                           $      262,683              247,050        $       499,432            473,989

Costs and Expenses
   Cost of sales                                          86,589               85,247                163,410            160,476
   Operating and administrative expenses                 129,573              119,168                254,279            237,602
   Amortization of intangibles                             3,050                2,511                  6,116              5,010
                                                     -----------------    ----------------       -----------------  ----------------
   Total Costs and Expenses                               219,212             206,926                423,805            403,088
                                                     -----------------    ----------------       -----------------  ----------------

Operating Income                                           43,471              40,124                 75,627             70,901

   Interest Income and Other, net                            (139)                (56)                   396                101
   Interest Expense                                        (2,184)             (1,504)                (4,227)            (2,848)
                                                     -----------------    ----------------       -----------------  ----------------
Net Interest Expense and Other                             (2,323)             (1,560)                (3,831)            (2,747)
                                                     -----------------    ----------------       -----------------  ----------------

Income Before Taxes                                        41,148              38,564                 71,796             68,154
Provision For Income Taxes                                 14,144              12,105                 16,935             21,811
                                                     -----------------    ----------------       -----------------  ----------------

Net Income                                        $        27,004              26,459        $        54,861             46,343
                                                     =================    ================       =================  ================

Income Per Share
   Diluted                                        $          0.45               0.42         $         0.91               0.74
   Basic                                          $          0.46               0.43         $         0.93               0.76

Cash Dividends Per Share
   Class A Common                                 $          0.090              0.075        $         0.180              0.150
   Class B Common                                 $          0.090              0.075        $         0.180              0.150

Average Shares
   Diluted                                                  60,497             62,548                 60,568             62,731
   Basic                                                    58,578             61,054                 58,746             61,240
</TABLE>
The  accompanying  Notes  are an  integral  part of the  condensed  consolidated
financial statements.
<PAGE>
<TABLE>
<CAPTION>

                    JOHN WILEY & SONS, INC. AND SUBSIDIARIES
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW - UNAUDITED
                                 (In thousands)
                                                                                      For The Six Months
                                                                                       Ended October 31,
                                                                              -----------------------------------
                                                                                      2005            2004
                                                                              -----------------  ----------------
<S>                                                                                    <C>            <C>
Operating Activities
--------------------
Net income                                                                    $       54,861     $    46,343
Adjustments to reconcile net income to cash provided by (used for)
operating activities
     Amortization of intangibles                                                       6,116           5,010
     Amortization of composition costs                                                17,346          16,569
     Depreciation of property, equipment and technology                               16,367          15,123
     Non-cash charges & other                                                         30,713          28,850
     Tax benefit on foreign dividend repatriation                                     (7,476)              -
     Change in deferred subscription revenue                                         (86,973)        (77,965)
     Net change in operating assets and liabilities                                  (24,360)        (14,151)
                                                                              -----------------  ----------------
     Cash Provided by Operating Activities                                             6,594          19,779
                                                                              -----------------  ----------------

Investing Activities
--------------------
     Additions to product development assets                                         (33,371)        (28,255)
     Additions to property, equipment and technology                                  (9,018)        (10,984)
     Acquisitions, net of cash acquired                                              (24,562)         (7,662)
     Sale of marketable securities                                                    10,000               -
                                                                              -----------------  ----------------
     Cash Used for Investing Activities                                              (56,951)        (46,901)
                                                                              -----------------  ----------------

Financing Activities
--------------------
     Repayments of long-term debt                                                    (50,000)              -
     Borrowings of long-term debt                                                     89,842               -
     Purchase of treasury stock                                                      (54,896)        (30,657)
     Cash dividends                                                                  (10,686)         (9,103)
     Proceeds from exercise of stock options                                           4,595           2,853
                                                                              -----------------    --------------
     Cash Used for Financing Activities                                              (21,145)        (36,907)
                                                                              -----------------  ----------------
Effects of Exchange Rate Changes on Cash                                                (335)            361
                                                                              -----------------  ----------------
Cash and Cash Equivalents
     Decrease for Period                                                             (71,837)        (63,668)
     Balance at Beginning of Period                                                   89,401          82,027
                                                                              -----------------  ----------------
     Balance at End of Period                                                $        17,564    $     18,359
                                                                              =================  ================

Supplemental Information
     Businesses/Rights Acquired:
         Fair value of assets acquired                                       $        30,826    $      7,662
         Liabilities assumed                                                          (6,264)              -
                                                                              -----------------  ----------------
     Cash Paid for Businesses/Rights Acquired                                $        24,562    $      7,662
                                                                              =================  ================

Cash Paid During the Period for:
     Interest                                                                $         3,719    $      2,367
     Income taxes - Net                                                      $        17,145    $      6,351
</TABLE>
 The accompanying Notes are an integral part of the condensed consolidated
financial statements.
<PAGE>

                    JOHN WILEY & SONS, INC., AND SUBSIDIARIES
         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.   In  the  opinion  of  management,   the  accompanying  unaudited  condensed
     consolidated financial statements contain all adjustments,  consisting only
     of  normal   recurring   adjustments,   necessary  to  present  fairly  the
     consolidated   financial   position  of  John  Wiley  &  Sons,   Inc.,  and
     Subsidiaries  (the  "Company") as of October 31, 2005 and 2004, and results
     of  operations  and cash  flows for the three and six month  periods  ended
     October 31, 2005 and 2004.  The results for the three months and six months
     ended  October  31,  2005 are not  necessarily  indicative  of the  results
     expected for the full year. These statements  should be read in conjunction
     with  the  most  recent  audited  financial  statements  contained  in  the
     Company's Form 10-K for the fiscal year ended April 30, 2005.

     The preparation of financial  statements in conformity with U.S.  generally
     accepted  accounting  principles  requires management to make estimates and
     assumptions  that affect the reported amounts of assets and liabilities and
     disclosure  of  contingent  assets  and  liabilities  at  the  date  of the
     financial  statements and reported  amounts of revenue and expenses  during
     the reporting  period.  Actual  results could differ from those  estimates.
     Certain prior-year amounts have been reclassified to conform to the current
     year's presentation.

     Stock-Based  Compensation:  Stock options and  restricted  stock grants are
     accounted for in accordance  with Accounting  Principles  Board Opinion No.
     25,  "Accounting  for Stock Issued to Employees,"  and the  disclosure-only
     provisions of Statement of Financial  Accounting  Standards (SFAS) No. 123,
     "Accounting  for  Stock-Based  Compensation,"  as amended by SFAS No.  148,
     "Accounting  for  Stock-Based  Compensation - Transition  and  Disclosure."
     Accordingly, the Company recognizes no compensation expense for fixed stock
     option  grants since the  exercise  price is equal to the fair value of the
     shares at date of grant. For restricted stock grants,  compensation cost is
     generally  recognized  ratably  over the vesting  period  based on the fair
     value of shares.

     Pro forma information under SFAS No. 123 and SFAS No. 148
     ---------------------------------------------------------

     The per share value of options  granted in  connection  with the  Company's
     stock option plans during the  following  periods are  estimated  using the
     Black Scholes  option  pricing model with the  following  weighted  average
     assumptions:
<TABLE>
<CAPTION>
                                                                                     For the Three and Six
                                                                                   Months Ending October 31,
                                                                             ------------------------------------
                                                                                  2005                   2004
                                                                             -------------           ------------
          <S>                                                                     <C>                    <C>
          Expected life of options (years)                                        8.0                    8.1
          Risk-free interest rate                                                 3.9%                   4.5%
          Volatility                                                             27.1%                  26.2%
          Dividend yield                                                          0.9%                   0.9%
          Per share fair value of options granted                               $13.61                 $11.00
</TABLE>
<PAGE>

     For purposes of the following pro forma  disclosure,  the fair value of the
     awards  was  estimated  at the  date  of  grant  using  the  Black  Scholes
     option-pricing  model and  amortized  to expense  over the options  vesting
     periods.
<TABLE>
<CAPTION>
                                                                For the Three Months                       For the Six Months
                                                                  Ending October 31,                       Ending October 31,
                                                        -------------------------------------     ----------------------------------
     (in thousands except per share amount)                   2005                  2004                2005              2004
                                                        -----------------     ---------------     --------------     ---------------
<S>                                                           <C>                   <C>                 <C>               <C>
     Net income as reported                                 $27,004               $26,459             $54,861           $46,343

     Stock-based compensation, net of tax,included in
     the determination of net income as reported-
            Restricted stock plans                              506                   775               1,830             1,519
            Director stock plan                                 182                    15                 196                29

     Stock-based compensation costs, net of tax, that
     would have been included in the determination of
     net income had the fair value-based method been
     applied                                                 (2,204)               (2,143)             (5,070)           (4,255)
                                                        -----------------     ---------------     --------------     ---------------
     Pro forma net income                                   $25,488               $25,106             $51,817           $43,636
                                                        =================     ===============     ==============     ===============

     Reported earnings per share
            Diluted                                          $0.45                 $0.42               $0.91             $0.74
            Basic                                            $0.46                 $0.43               $0.93             $0.76

     Pro forma earnings per share
            Diluted                                          $0.42                 $0.40               $0.86             $0.70
            Basic                                            $0.44                 $0.41               $0.88             $0.71
</TABLE>

2.   Comprehensive Income
     --------------------
     Comprehensive income was as follows (in thousands):
<TABLE>
<CAPTION>
                                                              For the Three Months Ending              For the Six Months Ending
                                                                      October 31,                             October 31,
                                                         ------------------------------------     ----------------------------------
                                                               2005                 2004                2005               2004
                                                         ----------------     ---------------     ---------------    ---------------
     <S>                                                       <C>                  <C>                 <C>                <C>
     Net income                                              $27,004              $26,459             $54,861            $46,343

     Change in other comprehensive income (loss),
     net of taxes:

         Foreign currency translation adjustment               1,445                2,050              (4,117)             5,464
                                                         ----------------     ---------------     ---------------    ---------------
     Comprehensive income                                    $28,449              $28,509             $50,744            $51,807
                                                         ================     ===============     ===============    ===============
</TABLE>
<PAGE>

     A reconciliation of accumulated other comprehensive gain (loss) follows (in
     thousands):
<TABLE>
<CAPTION>

                                                                        Three Months Ended October 31, 2005
                                                               -----------------------------------------------------
                                                                 Beginning          Change for            Ending
                                                                  Balance             Period              Balance
                                                               -------------     ---------------      --------------
<S>                                                                 <C>              <C>                   <C>
     Foreign currency translation adjustment                      $22,969            1,445               $24,414
     Minimum pension liability, net of tax                        (26,549)               -               (26,549)
                                                               -------------     ---------------      --------------
     Total                                                        $(3,580)           1,445               $(2,135)
                                                               =============     ===============      ==============

                                                                          Six Months Ended October 31, 2005
                                                               -----------------------------------------------------
                                                                 Beginning          Change for            Ending
                                                                  Balance             Period              Balance
                                                               -------------     ---------------      --------------
     Foreign currency translation adjustment                      $28,531           (4,117)              $24,414
     Minimum pension liability, net of tax                        (26,549)               -               (26,549)
                                                               -------------     ---------------      --------------
     Total                                                         $1,982           (4,117)              $(2,135)
                                                               =============     ===============      ==============
</TABLE>
3.   Weighted Average Shares for Earning Per Share
     ---------------------------------------------

     A reconciliation  of the shares used in the computation of income per share
     follows (in thousands):
<TABLE>
<CAPTION>
                                                                      For the Three Months                 For the Six Months
                                                                       Ending October 31,                   Ending October 31,
                                                                --------------------------------     -------------------------------
                                                                    2005               2004              2005             2004
                                                                -------------     --------------     ------------     --------------
     <S>                                                            <C>                <C>               <C>              <C>
     Weighted average shares outstanding                           58,925             61,359            59,050           61,518
     Less:  Unearned deferred compensation shares                    (347)              (305)             (304)            (278)
                                                                -------------     --------------     ------------     --------------
     Shares used for basic income per share                        58,578             61,054            58,746           61,240
     Dilutive effect of stock options and other stock awards        1,919              1,494             1,822            1,491
                                                                -------------     --------------     ------------     --------------
     Shares used for diluted income per share                      60,497             62,548            60,568           62,731
                                                                =============     ==============     ============     ==============
</TABLE>

4.   Inventories
     -----------
<TABLE>
<CAPTION>
                                                                                                           As of
                                                                      As of October 31,                  April 30,
                                                             -----------------------------------      ---------------
                                                                   2005                 2004               2005
                                                             ---------------      --------------      ---------------
          <S>                                                      <C>                  <C>                <C>
          Finished goods                                         $76,516              $68,443            $72,931

          Work-in-process                                          6,776                5,975              6,743

          Paper, cloth and other                                   6,567                5,954              6,028
                                                             ---------------      --------------      ---------------
                                                                  89,859               80,372             85,702

          LIFO reserve                                            (2,530)              (2,700)            (2,330)
                                                             ---------------      --------------      ---------------
          Total inventories                                      $87,329              $77,672            $83,372
                                                             ===============      ==============      ===============
</TABLE>

5.   Acquisitions
     ------------

     In the first quarter of fiscal year 2005, the Company  acquired the Journal
     of  Microscopy  and  Analysis,   a  controlled   circulation  journal,  for
     approximately  $5.4  million,  which is recorded  as  acquired  publication
     rights. The acquired  publication rights are being amortized over a 15-year
     period.
<PAGE>

     During the first half of fiscal  year 2006,  the Company  acquired  certain
     businesses, assets and rights for $24.6 million, net of related acquisition
     cost and  liabilities  assumed.  Approximately  $22.3  million  of  brands,
     trademarks and acquired publishing rights and $3.6 million of goodwill were
     recorded in the aggregate.  The brands,  trademarks and acquired publishing
     rights will be amortized over a weighted average period of approximately 10
     years. The acquisitions consisted primarily of the following:

     On May 31, 2005,  Wiley acquired  substantially  all the assets of a global
     publisher  of  computer  books and  software,  specializing  in IT business
     certification  materials. The acquisition cost has been primarily allocated
     to branded trademarks and the net tangible assets acquired, which consisted
     primarily of accounts receivable,  inventory,  accrued royalties,  accounts
     payable and other accrued  liabilities.  The branded  trademarks  are being
     amortized  over  a  10-year  period.  The  Company  is in  the  process  of
     completing valuations necessary to finalize the purchase price allocation.

     On  July  11,  2005,  the  Company  acquired  the  rights  to a  newsletter
     publishing  division of a leading  publisher of mental health and addiction
     information.  The  majority  of the  acquisition  is  recorded  as acquired
     publication rights and is amortized over a 10-year period.

     On  October  6,  2005,   the  Company   acquired  a  leading   provider  of
     evidence-based medicine content and web-based search tools. The acquisition
     cost  has  been  primarily  allocated  to  goodwill,  trademarks,  customer
     relationships  and  the  net  tangible  assets  acquired,  which  consisted
     primarily  of  accounts  receivable,   capitalized  software  and  deferred
     subscription  revenues. The trademarks and customer relationships are being
     amortized  over  a  10-year  period.  The  Company  is in  the  process  of
     completing valuations necessary to finalize the purchase price allocation.

6.   Recent Accounting Standards
     ---------------------------

     In December 2004,  the FASB issued  Statement No. 123 (revised 2004) ("SFAS
     123R")  "Share-Based  Payments."  SFAS 123R will  require  the  Company  to
     measure the cost of all employee  stock-based  compensation awards based on
     the  grant-date-fair-value  and to record that cost as compensation expense
     over the period  during which the  employee is required to perform  service
     under the terms of the award.  The  statement  eliminates  the  alternative
     method of  accounting  for the  employee  share-based  payments  previously
     available under Accounting  Principles Board Opinion No. 25. SFAS 123R will
     be adopted by the  Company in the first  quarter of fiscal  year 2007.  The
     Company  currently  discloses the pro forma effect of SFAS 123 in the notes
     to these financial statements. The impact of SFAS 123R adoption has not yet
     been  quantified  but is expected to  approximate  the  proforma  effect as
     disclosed in the notes to the financial statements.
<PAGE>

7.   Segment Information
     -------------------

     The  Company  is a global  publisher  of  print  and  electronic  products,
     providing  must-have  content and  services to  customers  worldwide.  Core
     businesses  include   professional  and  consumer  books  and  subscription
     services; scientific, technical, and medical journals, encyclopedias, books
     and  online   products  and  services;   and   educational   materials  for
     undergraduate and graduate students, and lifelong learners. The Company has
     publishing,  marketing,  and  distribution  centers in the  United  States,
     Canada, Europe, Asia, and Australia.  The Company's reportable segments are
     based on the management  reporting structure used to evaluate  performance.
     Segment information is as follows:
<TABLE>
<CAPTION>
                                                                               Three Months Ended October 31,
                                                  ----------------------------------------------------------------------------------
                                                                    2005                                       2004
                                                  -----------------------------------------    -------------------------------------
                                                                                        (thousands)
                                                                     Inter-                                    Inter-
                                                     External       segment                     External      segment
                                                    Customers        Sales        Total         Customers      Sales       Total
                                                  ------------- -------------- ------------    ------------ ----------- ------------
         <S>                                            <C>         <C>             <C>              <C>        <C>          <C>
     Revenue
     -------
     U.S. segments:
         Professional/Trade                           $83,851      11,092          94,943          $79,780      9,309       89,089
         Scientific, Technical, and Medical            47,151       2,204          49,355           44,839      1,857       46,696
         Higher Education                              32,304       9,496          41,800           31,672      9,003       40,675
     European segment                                  69,679       7,103          76,782           63,772      3,953       67,725
     Asia, Australia & Canada                          29,698         481          30,179           26,987        (55)      26,932
     Eliminations                                           -     (30,376)        (30,376)               -    (24,067)     (24,067)
                                                  ------------- -------------- ------------    ------------ ----------- ------------
     Total Revenue                                   $262,683           -         262,683         $247,050          -      247,050
                                                  ------------- -------------- ------------    ------------ ----------- ------------
     Direct Contribution to Profit
     -----------------------------
     U.S. segments:
         Professional/Trade                                                       $25,561                                  $26,155
         Scientific, Technical, and Medical                                        23,472                                   21,397
         Higher Education                                                          11,701                                   12,392
     European segment                                                              25,265                                   21,814
     Asia, Australia & Canada                                                       5,949                                    5,813
                                                                               ------------                             ------------
     Total Direct Contribution to Profit                                           91,948                                   87,571

     Shared Services and Administrative Costs
     ----------------------------------------
         Distribution                                                             (12,606)                                 (12,019)
         Information technology                                                   (15,189)                                 (12,963)
         Finance                                                                   (7,749)                                  (7,901)
         Other administrative                                                     (12,933)                                 (14,564)
                                                                               ------------                             ------------
     Total Shared Services and Administrative Costs                               (48,477)                                 (47,447)
                                                                               ------------                             ------------
     Operating Income                                                             $43,471                                  $40,124
     ----------------                                                          ============                             ============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                                                                Six Months Ended October 31,
                                                  ----------------------------------------------------------------------------------
                                                                    2005                                       2004
                                                  -----------------------------------------    -------------------------------------
                                                                                        (thousands)
                                                                    Inter-                                     Inter-
                                                    External       Segment                       External     segment
                                                   Customers        Sales         Total         Customers      Sales       Total
                                                  ------------- -------------- ------------    ------------ ----------- ------------
     <S>                                                <C>         <C>             <C>             <C>         <C>          <C>
     Revenue
     -------
     U.S. segments:
         Professional/Trade                          $154,289      19,170         173,459         $148,111     16,886      164,997
         Scientific, Technical, and Medical            93,590       4,518          98,108           89,305      3,597       92,902
         Higher Education                              69,996      17,346          87,342           69,140     17,010       86,150
     European segment                                 128,106      11,802         139,908          117,903      9,345      127,248
     Asia, Australia & Canada                          53,451         884          54,335           49,530        868       50,398
     Eliminations                                           -     (53,720)        (53,720)               -    (47,706)     (47,706)
                                                  ------------- -------------- ------------    ------------ ----------- ------------
     Total Revenue                                   $499,432           -         499,432         $473,989          -      473,989
                                                  ------------- -------------- ------------    ------------ ----------- ------------
     Direct Contribution to Profit
     -----------------------------
     U.S. segments:
         Professional/Trade                                                       $44,403                                  $41,706
         Scientific, Technical, and Medical                                        48,017                                   43,666
         Higher Education                                                          28,720                                   28,443
     European segment                                                              43,892                                   40,508
     Asia, Australia & Canada                                                       9,200                                    9,004
                                                                               ------------                             ------------
     Total Direct Contribution to Profit                                          174,232                                  163,327

     Shared Services and Administrative Costs
     ----------------------------------------
         Distribution                                                             (24,454)                                 (23,758)
         Information technology                                                   (30,241)                                 (25,232)
         Finance                                                                  (15,609)                                 (15,240)
         Other administration                                                     (28,301)                                 (28,196)
                                                                               ------------                             ------------
     Total Shared Services and Administrative Costs                               (98,605)                                 (92,426)
                                                                               ------------                             ------------
     Operating Income                                                             $75,627                                  $70,901
     ----------------                                                          ============                             ============
</TABLE>
<PAGE>

8.   Intangible Assets
     -----------------

     Intangible assets consist of the following (in thousands):
<TABLE>
<CAPTION>
                                                                                                                        As of
                                                                                   As of October 31,                  April 30,
                                                                          -----------------------------------      ---------------
                                                                                2005                2004                 2005
                                                                          ----------------     --------------      ---------------
     <S>                                                                        <C>                  <C>                <C>
     Intangible assets not subject to amortization
          Branded trademarks                                                  $57,900              $57,900            $57,900
          Acquired publication rights                                         118,441              119,579            120,426
                                                                          ----------------     --------------      ---------------
     Total intangible assets not subject to amortization                      176,341              177,479            178,326

     Net intangible assets subject to amortization, principally
          acquired publication rights                                         127,075              103,257            112,715
                                                                          ----------------     --------------      ---------------
     Total                                                                   $303,416             $280,736           $291,041
                                                                          ================     ==============      ===============
</TABLE>

9.   Derivative Financial Instruments
     --------------------------------

     Under certain  circumstances,  the Company enters into derivative financial
     instruments  to hedge  against  foreign  currency  fluctuation  on specific
     transactions  or  interest  rate  volatility.  The  Company  does  not  use
     derivative financial instruments for trading or speculative  purposes.  The
     Company did not hold any derivative financial  instruments during the first
     half of fiscal year 2006 and 2005 or during the year ended April 30, 2005.

10.  Marketable Securities
     ---------------------

     During the first quarter of fiscal year 2006,  the Company sold  marketable
     securities  for  approximately  $10.0 million.  The  marketable  securities
     consisted  entirely  of  shares  of  variable  rate  securities  issued  by
     closed-end  funds that invest in a diversified  portfolio of government and
     corporate  securities.  Generally,  these  securities  do not have a stated
     maturity date and reset their  dividends  every 28 days.  These  securities
     were accounted for as  available-for-sale  in accordance  with SFAS No. 115
     "Accounting for Certain Investments in Debt and Equity Securities." For the
     quarter ended July 31, 2005, $0.1 million was recognized as interest income
     on those  securities.  There were no comparable  investments at October 31,
     2005 and 2004.

11.  Income Taxes
     ------------

     The tax provision for the six months ending  October 31, 2005 includes $7.5
     million,  or $0.12 per diluted share,  of tax benefits  associated with the
     reversal of a tax accrual  recorded on the  repatriation  of dividends from
     European subsidiaries in the fourth quarter of fiscal year 2005. On May 10,
     2005, the U.S.  Internal Revenue Service issued Notice 2005-38.  The notice
     provided for a tax benefit that fully offset the tax accrued by the Company
     on foreign dividends in the fourth quarter of fiscal year 2005. The current
     tax  benefit  and the  corresponding  fourth  quarter  fiscal year 2005 tax
     accrual  had no cash  impact  on the  Company.  Excluding  the tax  benefit
     described  above,  the effective tax rate for the six months ending October
     31, 2005  increased to 34.0% as compared to 32.0% for the six months ending
     October 31, 2004, mainly due to higher effective foreign tax rates.
<PAGE>

12.  Retirement Plans
     ----------------

     The components of net pension expense for the defined benefit plans were as
     follows:
<TABLE>
<CAPTION>
                                                           For the Three Months               For the Six Months
                                                            Ending October 31,                Ending October 31,
                                                      ------------------------------    -----------------------------
     (Dollars in thousands)                                2005            2004            2005             2004
                                                      -------------    -------------    -----------     -------------
     <S>                                                    <C>              <C>            <C>             <C>
     Service Cost                                          $2,774           $1,843         $5,603          $3,990

     Interest Cost                                          2,876            2,720          5,818           5,373

     Expected Return of Plan Assets                        (2,753)          (2,266)        (5,521)         (4,534)

     Net Amortization of Prior Service Cost and
           Unrecognized Transition Asset                      118              131            245             279

     Recognized Net Actuarial Loss                            788              481          1,646             938
                                                      -------------    -------------    -----------     -------------
     Net Pension Expense                                   $3,803           $2,909         $7,791          $6,046
                                                      =============    =============    ===========     =============
</TABLE>
     Pension plan  contributions  were $3.3 million and $2.9 million for the six
     months ended October 31, 2005 and 2004, respectively.

13.  Subsequent Event
     ----------------

     On November 9, 2005, the Company entered into a new $300 million  revolving
     credit agreement with Bank of America as Administrative  Agent and 14 other
     lenders.  The interest  rate on the initial  borrowings  was equal to LIBOR
     plus  .37%.  The  Company  has the  option of  borrowing  at the  following
     floating  interest  rates:  (i) at a rate  based  on the  London  Interbank
     Offered Rate (LIBOR) plus an applicable  margin  ranging from .37% to .825%
     depending on the coverage ratio of debt to EBITDA; or (ii) at the higher of
     (a) the  Federal  Funds Rate plus 1/2 of 1% and (b) the rate of interest in
     effect  for such day as  publicly  announced  from  time to time by Bank of
     America  as its  prime  rate;  and  (iii)  LIBOR  plus or minus  an  amount
     determined  through a competitive  bidding  process among the lenders.  The
     maximum  amount  outstanding  at any time under  option  (iii) above cannot
     exceed $25  million.  In  addition,  the  Company  will pay a facility  fee
     ranging from .08% to .175% on the facility  depending on the coverage ratio
     of debt to EBITDA.  The Company has the option to request an increase of up
     to $100  million  in the size of the  facility  in  minimum  amounts of $25
     million.  The  credit  agreement  contains  certain  restrictive  covenants
     similar to those in the Company's  existing credit agreements related to an
     interest  coverage  ratio,  funded debt levels,  and  restricted  payments,
     including  a limit on  dividends  paid and share  repurchases.  The  credit
     agreement will terminate on November 9, 2010.

     Simultaneous with the execution of this agreement,  the Company  terminated
     its  previous  credit  agreement  with UBS AG and paid in full the  amounts
     outstanding under that agreement.  In connection with the early termination
     of the credit agreement, $0.5 million of unamortized organization fees will
     be expensed in the third quarter of fiscal year 2006.
<PAGE>

ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS



RESULTS OF OPERATIONS -

SECOND QUARTER ENDED OCTOBER 31, 2005

Revenue for the second quarter of fiscal year 2006 of $262.7  million  increased
6% from $247.1  million in the prior year's second  quarter.  The second quarter
revenue  increase was driven by  year-on-year  growth in the global  Scientific,
Technical and Medical and Professional/Trade  businesses.  U.S. Higher Education
revenue also strengthened compared with last year's second quarter.

Gross profit  margin for the second  quarter was 67.0%  compared to 65.5% in the
prior  year's  quarter,  primarily  due to  favorable  global STM  product  mix.
Operating  and  administrative  expenses  increased  9% over last year's  second
quarter.  The increase was mainly due to  investments  in  technology to deliver
products to our customers and increased marketing and editorial costs to support
revenue  growth,  partially  offset by a relocation  incentive  payment from the
State of New Jersey.

Operating  income  advanced 8% to $43.5 million in the second  quarter of fiscal
year 2006. Operating margin for the second quarter improved to 16.5% compared to
16.2% in the prior year  principally due to gross profit  improvement.  Interest
expense increased $0.7 million primarily due to higher interest rates.

The effective tax rate for the second  quarter of fiscal year 2006  increased to
34.4% as compared to 31.4% in the second quarter of fiscal year 2005, mainly due
to higher effective foreign tax rates caused by changes in tax legislation.

Earnings per diluted share and net income for the second  quarter of fiscal year
2006 rose 7% to $0.45 and 2% to $27.0  million,  respectively.  Net  income  was
adversely  affected by increased  interest  expense and a higher  effective  tax
rate.

Earnings  per  diluted  share  growth  outpaced  growth in net income due to the
purchase of treasury  stock.  During the second quarter of fiscal year 2006, the
Company  repurchased  approximately  0.8  million  shares of common  stock at an
average price of $39.75.

Raymond  W.  McDaniel,  Jr.,  Chairman  and Chief  Executive  Officer of Moody's
Corporation  (NYSE:  MCO) was elected to Wiley's  Board of Directors  during the
Company's  Annual  Meeting in  September.  Shortly after the close of the second
quarter,  John L. Marion,  Jr.  resigned  from his position on Wiley's  Board of
Directors to devote  additional  time  fulfilling  other business  interests and
responsibilities.

In October, Wiley was one of five publishers that filed a lawsuit against Google
on behalf of the  publishing  industry over Google's plans to digitally copy and
distribute  copyrighted works without  permission of the copyright  owners.  The
lawsuit was filed after lengthy  discussions  broke down between  publishers and
Google  regarding the copyright  infringement  implications  of the Google Print
Library Project.

<PAGE>

SEGMENT RESULTS

Professional/Trade (P/T)
------------------------

Wiley's U.S. P/T revenue for the second quarter advanced 7% over the prior year.
Despite the impact of the  hurricanes  on retail sales during the last six weeks
of the quarter,  nearly all of P/T's publishing  categories showed growth,  with
the technology and business book programs performing especially well. Revenue of
approximately  $3.5 million from the Company's  acquisition  of Sybex,  a global
publisher of computer and software information technology titles, contributed to
the  revenue  growth for the  quarter.  Licensing  of rights also had a positive
effect on  results.  Direct  contribution  margin  declined  2.4% points for the
quarter  principally  due  to  product  mix,  specifically  increased  sales  of
higher-cost  imported  titles and consumer  cooking  titles.  Profits during the
quarter were adversely impacted by the timing of the advertising  campaign which
occurred earlier in fiscal year 2006 as compared with fiscal year 2005.

A number of key titles  published  during the second  quarter,  notably  the The
Betty Crocker Cookbook Tenth Edition; the Spanish language Cocina Betty Crocker;
Doug  Radcliff  and  Michael  Rymazewski/Age  of  Empires  III:  Sybex  Official
Strategies and Secrets,  published as a result of an exclusive  arrangement with
Microsoft  and  timed to be on the  shelf  when the  popular  software  game was
released; and David C. Downing/Into the Wardrobe:  C.S. Lewis and the Chronicles
of Narnia,  which  should  benefit from the late  November  release of the movie
version of the classic book.

Several P/T titles received considerable attention from the media and customers,
including  Michael  Gurian/The  Minds of  Boys;  Ken  Dychtwald  and  Daniel  J.
Kadlec/The  Power  Years:  A  User's  Guide  to the  Rest of Your  Life;  Cheryl
Dellasega/Mean Girls Grown Up; Matthew  Simmons/Twilight in the Desert; and Marc
Siegel/False  Alarm:  The Truth About the Epidemic of Fear.  Five Wiley  titles,
Addison   Wiggin/The  Demise  of  the  Dollar...and  Why  It's  Great  For  Your
Investments;  Patrick Lencioni/The Five Dysfunctions of a Team; Andrew Heron and
Edmund  James/SuDoku  For  Dummies;  Eric  Tyson and Ray  Brown/Home  Buying For
Dummies; and Eric Tyson/Investing For Dummies, were featured on major bestseller
lists during the quarter.  Pietra Rivoli/The  Travels of a T-Shirt in the Global
Economy and Constantinos C. Markides and Paul O. Geroski/Fast  Second: How Smart
Companies  Bypass  Radical  Innovation  to Enter and  Dominate  New Markets were
selected as two of the five finalists for The Financial  Times and Goldman Sachs
Business Book of the Year.

During the  quarter,  Wiley  signed an  agreement  with  MSN.com to license  the
Frommer's  database,  as well as content  from many  Frommer's  titles,  for the
travel pages on MSN.com. The Company also reached agreements with TaxAct.com for
content from J.K. Lasser tax titles and  Lifescan.com  for three titles,  Maggie
Powers/The ADA Guide to Eating Right with Diabetes; Joseph Juliano/When Diabetes
Complicates  Your Life; and Linn Goldberg and Diane L. Elliot/The  Healing Power
of Exercise.

Scientific, Technical, and Medical (STM)
----------------------------------------

Wiley's U.S. STM business  recorded strong second quarter revenue up 6% over the
prior year period.  Subscription and non-subscription  journal revenue,  such as
journal backfiles,  advertising,  and the sale of databases,  contributed to the
year-on-year  growth.  The STM book program  continues to perform well against a
strong performance last year. Direct  contribution margin for the second quarter
increased  1.7% points,  reflecting  the  positive  effect of  subscription  and
non-subscription journal product mix.
<PAGE>

During the second quarter, Wiley completed its acquisition of InfoPOEM,  Inc., a
leading provider of  evidence-based  medicine (EBM) content and web-based search
tools.  InfoPOEM delivers daily email summaries of medical evidence and provides
a web-based  software  tool,  called  InfoRetriever,  that enables access to EBM
resources  at the  clinical  point-of-care  via desktop  computers  and personal
digital assistants.  The acronym POEM stands for "Patient-Oriented Evidence that
Matters."  POEMs  are  selected  from  over 100  leading  peer-reviewed  medical
journals.  The  acquisition  cost  has been  primarily  allocated  to  goodwill,
trademarks, customer relationships and the net intangible assets acquired, which
consist  primarily  of accounts  receivable,  capitalized  software and deferred
subscription  revenues.  The  trademarks  and customer  relationships  are being
amortized  over a 10-year  period.  The Company is in the process of  completing
valuations necessary to finalize the purchase price allocation.

Higher Education
----------------

Revenue of Wiley's U.S. Higher Education business increased 3% during the second
quarter.  The  second  quarter  growth  was  driven by solid  sales of  science,
business,  mathematics,  and engineering titles, partially offset by softness in
social science.  Direct  contribution  margin for the second quarter declined by
2.5%  points  mainly  due to the  timing of  composition  costs  related  to the
frontlist and higher direct costs, principally marketing and sales.

Sales were driven by notable  titles,  such as Gerard J.  Tortora and Bernard H.
Derrickson/Principles  of  Anatomy  and  Physiology,   11th  edition;  Jerry  J.
Weygandt,  Donald E. Kieso, and Paul D. Kimmel/Financial  Accounting with Annual
Report, 5th edition; and Deborah Hughes-Hallet/Calculus, 4th edition.

WileyPLUS (formerly eGrade Plus) continues to gain momentum as more students and
professors are introduced to this integrated suite of resources organized in one
easy-to-use website around teaching and learning activities.  Now available with
approximately  100 titles,  WileyPLUS  allows  instructors  to customize  course
content,  create class presentations,  assign homework and quizzes for automatic
grading,  and track student progress.  More than 130,000 units of WileyPLUS have
been sold this semester,  representing a 170% increase over the same period last
year.  Sales of WileyPLUS  are deferred  with the majority of the revenue  being
recognized over the course of the second half of this fiscal year. Excluding the
impact of the deferral,  Higher  Education  revenue would have  increased in the
quarter by 4%.

Europe
------

Wiley  Europe's  second  quarter  revenue  was up 13% over  prior  year,  or 14%
excluding foreign currency effects. Growth in P/T and STM drove the solid gains.
Excluding foreign currency effects,  direct  contribution  margin for the second
quarter improved over the prior year by 1.1% points,  principally due to product
mix from lower-cost indigenous books and journal sales.

The success of Andrew  Heron and Edmund  James/SuDoku  For Dummies in Europe and
the U.S.  contributed to the revenue growth.  Sales of The Cochrane  Collection,
which is now fully available through Wiley InterScience,  were strong throughout
Wiley Europe's markets.

Other  highlights of Wiley  Europe's  second quarter  included the  simultaneous
publication of English and German language versions of the lavishly  illustrated
Enduring  Passion:  The Story of the Mercedes Benz Brand by Leslie  Butterfield,
with  a   significant   promotional   buy-back  from  Daimler   Chrysler.   Tony
Levene/Paying  Less Tax  2005/2006 For Dummies was the U.K.'s  best-selling  tax
guide in September.
<PAGE>

Wiley  Europe  completed  the  acquisition  of four  journals  during the second
quarter.  Three titles were acquired  from Leaf Coppin  Publishing - Lubrication
Science;  Journal of Synthetic  Lubrication;  and  TriboTest,  which expands the
Company's  presence in the field of tribology and  complements  the book program
acquired last year from Professional  Engineering  Publishing.  The Company also
acquired the  International  Journal of Medical  Robotics and Computer  Assisted
Surgery from  Robotics  Publications  to enhance its  portfolio in surgery.  The
acquisition costs have been allocated  principally to acquired publishing rights
and will be amortized over 10 years.

Asia, Australia, and Canada
---------------------------

Wiley's  revenue  in Asia,  Australia,  and  Canada was up 12% during the second
quarter,  or 7% excluding foreign currency  effects.  STM and P/T growth in Asia
and technology books in Canada drove the improvement. Excluding foreign currency
effects,  direct contribution margin for the second quarter declined 3.3% points
from the prior year,  mainly due to product mix and higher planned marketing and
sales costs.

In Asia, all of Wiley's  businesses  contributed  to the strong revenue  growth,
particularly in India, Taiwan, Japan,  Singapore,  and China. STM books continue
to build on the  momentum  gained  over the past year,  with  growth  across all
product lines.  Second quarter  results in Australia were affected by a delay of
sales in higher education and secondary school markets.  The peak selling period
for  education in Australia  begins in the second half of the  Company's  fiscal
year. Wiley Canada's performance during the second quarter was encouraging.

Shared Services and Administrative Costs
----------------------------------------

Shared services and administrative  costs for the second quarter increased by 2%
to $48.5  million.  The  increase is  primarily  attributable  to  increases  in
investments  in  technology  to deliver  products to our  customers,  and higher
occupancy  costs  driven by lease  break costs were  partially  offset by a $2.6
million relocation incentive payment from the State of New Jersey.



SIX MONTHS ENDED OCTOBER 31, 2005

Revenue for the first half of fiscal year 2006 of $499.4  million  increased  5%
from  $474.0  million in the prior  year.  The  revenue  increase  was driven by
year-on-year growth in the global STM business,  with subscription  journals and
other   non-subscription   products,   such  as  books  and  journal   backfiles
contributing  to these  results.  The U.S. P/T business also  contributed to the
year-on-year growth with solid performances in technology, business and cooking.
Revenue from the Company's  acquisition of Sybex contributed  approximately $4.7
million towards the improvement.

Gross profit margin for the six-month  period was 67.3% compared to 66.1% in the
prior  year.  Improvements  in STM product  mix and lower  inventory  provisions
principally in P/T, contributed to the improvement. Operating and administrative
expenses  increased  7% over the prior year.  The  increase  primarily  reflects
investments  in  technology  to deliver  products  to our  customers,  increased
employment costs and increased  marketing and editorial costs to support revenue
growth, partially offset by a relocation incentive payment from the State of New
Jersey.

Operating  income  advanced 7% to $75.6 million in the first half of fiscal year
2006, or 6% excluding  foreign  currency gains.  Revenue,  product mix and lower
inventory  provisions drove the year-on-year  growth.  Operating margin was flat
compared to the prior year.  Interest expense  increased $1.4 million  primarily
due to higher interest rates.
<PAGE>

Excluding the tax benefit described in the non-GAAP financial  disclosure below,
the effective tax rate for the first half of fiscal year 2006 increased to 34.0%
as compared to 32.0% in the first half of fiscal year 2005, mainly due to higher
effective foreign tax rates caused by changes in tax legislation.

Earnings per diluted share and net income for the first half of fiscal year 2006
were $0.91 and $54.9 million.

Excluding  the tax  benefits  associated  with  the  reversal  of a tax  accrual
recorded on the  repatriation  of dividends  from European  subsidiaries  in the
fourth  quarter of fiscal year 2005,  which is  described  below,  earnings  per
diluted  share and net income for the first half of fiscal  year 2006 rose 5% to
$0.78 and 2% to $47.4 million,  respectively.  Earnings per diluted share growth
outpaced growth in net income due to the purchase of treasury stock.

During the first half of fiscal year 2006, the Company repurchased approximately
1.4 million shares of common stock at an average price of $39.58.

Non-GAAP  Financial  Measures:  The  Company's  management  evaluates  operating
performance  excluding unusual and/or nonrecurring  events. The Company believes
excluding  such  events  provides a more  effective  and  comparable  measure of
performance.  Since adjusted net income and adjusted  earnings per share are not
measures  calculated in accordance with GAAP, they should not be considered as a
substitute for other GAAP measures,  including net income and earnings per share
as indicators of operating performance.

Adjusted net income and adjusted  earnings per diluted share, for the six months
ended October 31, 2005 and 2004, excluding the tax benefits are as follows:
<TABLE>
<CAPTION>
   Reconciliation of non-GAAP financial disclosure
   -----------------------------------------------
   <S>                                                                 <C>               <C>
   Net Income (in millions)                                            2005              2004
   ----------------------------------------------------------------------------------------------
   GAAP                                                              $54.9             $46.3
      Tax benefit on dividends repatriated                            (7.5)                -
                                                                 --------------    --------------
   Adjusted                                                          $47.4             $46.3
                                                                 ==============    ==============


   Earnings per Diluted Share                                          2005              2004
   ----------------------------------------------------------------------------------------------
   GAAP                                                               $0.91             $0.74
      Tax benefit on dividends repatriated                            (0.12)                -
   Adjusted                                                           $0.78             $0.74
                                                                 ==============     =============
</TABLE>

The Adjusted Net Income and Adjusted  Earnings per Diluted  Share above  exclude
$7.5 million,  or $0.12 per diluted share,  of tax benefits  associated with the
reversal  of a tax  accrual  recorded  on the  repatriation  of  dividends  from
European  subsidiaries  in the fourth  quarter of fiscal  year 2005.  On May 10,
2005, the US Internal Revenue Service issued Notice 2005-38. The notice provided
for a tax benefit , which was  recorded  by the Company in the first  quarter of
fiscal  year 2006,  that fully  offset the tax accrued by the Company on foreign
dividends in the fourth quarter of fiscal year 2005. The current tax benefit and
the  corresponding  fourth  quarter  tax accrual in fiscal year 2005 had no cash
impact on the Company.
<PAGE>

SEGMENT RESULTS

Professional/Trade (P/T)
------------------------

Wiley's U.S. P/T revenue for the first half of fiscal year 2006 advanced 5% over
the prior year. P/T's technology, business and cooking book programs contributed
to the growth.  Revenue from the Company's recent acquisition of Sybex, a global
publisher of computer and software  information  technology  titles  contributed
approximately $4.7 million to the revenue growth. Licensing of rights also had a
positive effect on results.  Direct  contribution margin improved by 0.3% points
principally due to lower inventory provisions, partially offset by product mix.

Scientific, Technical, and Medical (STM)
----------------------------------------

Wiley's U.S. STM business recorded strong  year-to-date  results with revenue up
6% over the prior year. Subscription and non-subscription  journal revenue, such
as journal backfiles, advertising, and the sale of databases, contributed to the
year-on-year  growth.  The STM book program  continues to perform well against a
strong performance last year. Direct  contribution  margin for the first half of
fiscal year 2006  improved by 1.9% points,  reflecting  the  positive  effect of
higher non-subscription journal revenue and lower journal printing costs.

New and renewed  Enhanced  Access  Licenses were signed by customers  around the
world who  continue  to take  advantage  of Wiley  InterScience's  wide range of
access options,  which is reflected in the continuing growth in usage. Full-text
accesses to Wiley  InterScience  during the second six months of the fiscal year
increased 68% over the same period in the previous year.

Higher Education
----------------

Revenue of Wiley's U.S. Higher Education  business increased 1% during the first
half of fiscal  year 2006.  The growth  was  driven by solid  sales of  science,
business,  mathematics,  and engineering titles, partially offset by softness in
social  science.  Direct  contribution  margin for the first half of fiscal year
2006 was essentially flat with the prior year.

Europe
------

Wiley Europe's first half revenue was up 10% over prior year, both including and
excluding foreign currency effects. Growth in P/T and STM drove the solid gains.
Excluding foreign currency effects, direct contribution margin for the six-month
period declined by 0.2% points.

Asia, Australia, and Canada
---------------------------

Wiley's revenue in Asia,  Australia,  and Canada was up 8% during the first half
of fiscal year 2006,  or 3%  excluding  foreign  currency  effects.  STM and P/T
growth in Asia drove the improvement. Excluding foreign currency effects, direct
contribution margin for the six-month period declined by 2.6% points, mainly due
to product mix and higher planned marketing and sales costs.
<PAGE>

Shared Services and Administrative Costs
----------------------------------------

Shared services and administrative costs for the first half of fiscal year 2006
increased 7% to $98.6 million. The increase is primarily attributable to planned
increases in investments in technology to deliver products to our customers and
increased compensation costs, partially offset by a relocation incentive payment
from the State of New Jersey.



LIQUIDITY AND CAPITAL RESOURCES

The Company's cash and cash equivalents  balance was $17.6 million at the end of
the second  quarter  2006,  compared  with $18.4  million a year  earlier.  Cash
provided by operating  activities in fiscal year 2006 was $6.6 million  compared
with  $19.8  million  in the prior  year.  The  reduction  in cash  provided  by
operating  activities  was  mainly  the  result  of  improved  trade  receivable
collections in the prior year and higher book sales in the current period.  Also
contributing  to the reduction  were higher income tax payments and a prior year
tax  refund,  lower  cash  receipts  from EAL  subscriptions  due to  successful
collection efforts in the last quarter of the prior year and increased inventory
purchases  related  primarily  to new P/T  editions,  partly  offset  by  higher
accounts and royalties payable due to business growth and timing.

Cash used for  investing  activities  for the first half of fiscal year 2006 was
$57.0 million  compared to $46.9 million in the prior year. The Company invested
$24.6 million in acquisitions  of publishing  assets and rights compared to $7.7
million in the prior year. The current year  acquisitions  included the purchase
of  substantially  all the assets of a global  publisher  of computer  books and
software specializing in IT business certification materials, a leading provider
of  evidence-based  medicine content and web-based search tools, and rights to a
newsletter  publishing  division  of a leading  publisher  of mental  health and
addiction information. Projected product development and property, equipment and
technology capital spending for fiscal year 2006 is forecast to be approximately
$70 million and $35 million, respectively.

Increased cash used for investments in product development were partly offset by
lower  spending on  property,  equipment  and  technology.  The Company sold $10
million of marketable securities during the current year consisting of shares of
variable rate securities issued by closed-end funds.

Cash used for financing activities was $21.1 million in the first half of fiscal
2006, as compared to $36.9 million in the prior period.  Current year  financing
activities  included long-term  borrowings of $39.8 million and the Company also
borrowed  $50.0  million  under its  revolving  credit  facility  to repay $50.0
million of the  outstanding  term loan  facility in advance of the scheduled due
date.

During  the  second  quarter  of fiscal  year  2006 the  Company  purchased  the
following Common Stock under its stock repurchase program.  The program approved
by the Company's  Board of Directors in December  2002 was concluded  during the
quarter and another  program of four million  additional  shares was approved by
the board in June 2005.
<TABLE>
<CAPTION>
Month                     Number of Shares           Average Price      Maximum Shares Yet to be Purchased
                             Purchased              Paid Per Share         Under the Repurchase Plans
----------------------------------------------------------------------------------------------------------
<S>                             <C>                       <C>                        <C>
August                        115,000                   $43.33                    4,241,100
September                      90,500                   $41.92                    4,150,600
October                       639,270                   $38.80                    3,511,330
----------------------------------------------------------------------------------------------------------
  Total                       844,770                   $39.75
</TABLE>
<PAGE>

During  the first half of fiscal  year 2006,  the  Company  purchased  1,386,870
shares  under the stock  repurchase  program at an  average  price of $39.58 per
share.  The Company  increased its quarterly  dividend to shareholders by 20% to
$0.090 per share versus $0.075 per share in the prior year. The Company believes
its cash balances  together with existing  credit  facilities  are sufficient to
meet its  obligations.  At October 31,  2005 the  Company had $232.2  million of
variable  rate  loans  outstanding  and  approximately  $88.7  million of unused
borrowing  capacity  available under its revolving  credit  facilities and other
short-term lines of credit.  The final payment on the variable rate term loan in
effect at October 31, 2005 was due September 2006.

On November 9, 2005, John Wiley and Sons, Inc. (the Company)  entered into a new
$300 million  revolving credit agreement with Bank of America as  Administrative
Agent and 14 other  lenders.  The interest  rate of the initial  borrowings  was
equal to LIBOR  plus  .37%.  The  Company  has the  option of  borrowing  at the
following  floating  interest rates: (i) at a rate based on the London Interbank
Offered  Rate  (LIBOR)  plus an  applicable  margin  ranging  from .37% to .825%
depending on the coverage ratio of debt to EBITDA;  or (ii) at the higher of (a)
the Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest in effect for
such day as publicly announced from time to time by Bank of America as its prime
rate; and (iii) LIBOR plus or minus an amount  determined  through a competitive
bidding  process among the lenders.  The maximum amount  outstanding at any time
under  option (iii) above cannot  exceed $25 million.  In addition,  the Company
will pay a facility fee ranging from .08% to .175% on the facility  depending on
the coverage  ratio of debt to EBITDA.  The Company has the option to request an
increase of up to $100 million in the size of the facility in minimum amounts of
$25 million. The credit agreement contains certain restrictive covenants similar
to those in the  Company's  existing  credit  agreements  related to an interest
coverage ratio, funded debt levels, and restricted  payments,  including a limit
on dividends paid and share repurchases.  The credit agreement will terminate on
November 9, 2010.

Simultaneous  with the execution of this agreement,  the Company  terminated its
previous credit  agreement with UBS AG and paid in full the amounts  outstanding
under that  agreement.  In connection  with the early  termination of the credit
agreement, $0.5 million of unamortized organization fees will be expensed in the
third quarter of fiscal year 2006.



"Safe Harbor" Statement under the
Private Securities Litigation Reform Act of 1995
------------------------------------------------

This report contains certain forward-looking statements concerning the Company's
operations,  performance, and financial condition. Reliance should not be placed
on  forward-looking  statements,  as actual results may differ  materially  from
those in any forward-looking statements. Any such forward-looking statements are
based upon a number of assumptions and estimates that are inherently  subject to
uncertainties  and  contingencies,  many of which are beyond the  control of the
Company, and are subject to change based on many important factors. Such factors
include,  but are not limited to (i) the level of investment in new technologies
and products;  (ii) subscriber renewal rates for the Company's  journals;  (iii)
the financial stability and liquidity of journal  subscription  agents; (iv) the
consolidation of book  wholesalers and retail accounts;  (v) the market position
and financial stability of key online retailers; (vi) the seasonal nature of the
Company's  educational  business and the impact of the used book  market;  (vii)
worldwide economic and political conditions; and (viii) the Company's ability to
protect its  copyrights  and other  intellectual  property  worldwide (ix) other
factors detailed from time to time in the Company's  filings with the Securities
and Exchange  Commission.  The Company  undertakes  no  obligation  to update or
revise  any such  forward-looking  statements  to reflect  subsequent  events or
circumstances.
<PAGE>

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


Market Risk

The  Company is exposed to market  risk  primarily  related to  interest  rates,
foreign  exchange and credit risk. It is the  Company's  policy to monitor these
exposures and to use derivative financial instruments and/or insurance contracts
from time to time to reduce  fluctuations  in earnings and cash flows when it is
deemed  appropriate  to do so. The  Company  does not use  derivative  financial
investments  for trading or speculative  purposes.  The Company did not hold any
derivative  financial  instruments during the first and second quarter of fiscal
year 2006.

Interest Rates

The Company had $232.2 million of variable rate loans outstanding at October 31,
2005,  which  approximated  fair value.  The Company did not use any  derivative
financial  investments to manage this exposure.  The weighted  average  interest
rate as of October 31, 2005 was approximately 4.07%. A hypothetical 1% change in
interest  rates for the variable  rate debt would  affect  annual net income and
cash flow by approximately $1.5 million.

Foreign Exchange Rates

Under  certain  circumstances,  the  Company  enters into  derivative  financial
instruments in the form of forward contracts as a hedge against foreign currency
fluctuation of specific transactions, including inter-company purchases.

Customer Credit Risk

The Company's  business is not dependent upon a single  customer;  however,  the
industry has experienced a significant concentration in national,  regional, and
online bookstore chains in recent years.  Although no one book customer accounts
for  more  than 5% of  total  consolidated  revenue,  the top 10 book  customers
account for  approximately 25% of total  consolidated  revenue and approximately
47% of total gross trade accounts receivable at April 30, 2005.

In the journal publishing business,  subscriptions are primarily sourced through
journal  subscription  agents  who,  acting as  agents  for  library  customers,
facilitate  ordering by consolidating the subscription  orders/billings  of each
subscriber with various publishers.  Cash is generally collected in advance from
subscribers by the subscription agents and is remitted to the journal publisher,
including the Company, generally prior to the commencement of the subscriptions.
Although at fiscal  year-end  the Company  had minimal  credit risk  exposure to
these agents,  future calendar-year  subscription receipts from these agents are
highly dependent on their financial condition and liquidity. Subscription agents
account for  approximately  23% of total  consolidated  revenue and no one agent
accounts  for more than 6% of total  consolidated  revenue  for the fiscal  year
ended April 30, 2005. Insurance for these accounts is not commercially  feasible
and/or available.
<PAGE>

ITEM 4. CONTROLS AND PROCEDURES

The Company maintains disclosure controls and procedures designed to ensure that
information  required to be  disclosed in reports  filed or submitted  under the
Securities Exchange Act of 1934, as amended, is recorded, processed,  summarized
and reported  within the time periods  specified by the  Securities and Exchange
Commission's  rules and regulations.  The Company's Chief Executive  Officer and
Chief Financial  Officer,  together with the Chief Accounting  Officer and other
members of the  Company's  management,  have  conducted an  evaluation  of these
disclosure controls and procedures as of a date within 90 days prior to the date
of filing this report. Based on this evaluation, the Chief Executive Officer and
Chief Financial  Officer have concluded that the Company's  disclosure  controls
and procedures are effective. There were no significant changes in the Company's
internal  controls  or in other  factors  that could  significantly  affect such
internal controls subsequent to this evaluation.




PART II - OTHER INFORMATION


ITEM 5.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The following  matters were voted upon at the annual meeting of  shareholders of
the Company on September 15, 2005. All significant contracts were filed with the
Securities  and Exchange  Commission  as exhibits to the  Company's  Shareholder
Proxy Statement on August 5, 2005.

Election of Directors
---------------------

Nine  directors as indicated in the Proxy  Statement  were elected to the Board,
three of whom were  elected by the holders of Class A Common  Stock,  and six by
the holders of Class B Common Stock.


Proposal to Ratify the Appointment of KPMG LLP as
Independent Public Accountants for the Year Ending April 30, 2006.
------------------------------------------------------------------

The holders of Class A and Class B shares  voted  together as a single  class on
this matter,  with each outstanding share of Class A stock entitled to one-tenth
(1/10) of one vote and each  outstanding  share of Class B stock entitled to one
vote.

         The proposal was ratified as follows:
         Votes For            13,736,168
         Votes Against            97,053
         Abstentions               3,491
<PAGE>

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits

          99.1   - 18 U.S.C. Section 1350 Certificate by the President and Chief
                   Executive Officer

          99.2   - 18 U.S.C. Section 1350 Certificate by the Chief Financial and
                   Operations Officer

          10.1   - $300,000,000 Credit Agreement dated November 9, 2005 (filed
                   as an exhibit to the Company's report on this Form 10-Q).


     (b)  The following reports on Form 8-K were furnished to the Securities and
          Exchange Commission since the filing of the Company's 10-K on July 11,
          2005.

          i.   Earnings  release on the first quarter fiscal 2006 results issued
               on Form 8-K dated  September 8, 2005 which  include the condensed
               financial statements of the Company.

          ii.  Earnings release on the second quarter fiscal 2006 results issued
               on Form 8-K dated  December 7, 2005 which  include the  condensed
               financial statements of the Company.

          The following  reports on Form 8-K were filed with the  Securities and
          Exchange Commission since the filing of the Company's 10-K on July 11,
          2005.

          i.   Announcement of a new revolving  credit  agreement issued on Form
               8-K dated November 10, 2005.

          ii.  Announcement of the retirement of a non-executive director issued
               on Form 8-K dated November 16, 2005.
<PAGE>

                                   SIGNATURES
                                   ----------


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



                                            JOHN WILEY & SONS, INC.
                                            Registrant



                                  By        /s/ William J. Pesce
                                            -----------------------
                                            William J. Pesce
                                            President and
                                            Chief Executive Officer



                                 By         /s/ Ellis E. Cousens
                                            -----------------------
                                            Ellis E. Cousens
                                            Executive Vice President and
                                            Chief Financial & Operations Officer



                                 By         /s/ Edward J. Melando
                                            -----------------------
                                            Edward J. Melando
                                            Vice President, Controller and
                                            Chief Accounting Officer





                                            Dated:   December 9, 2005
<PAGE>

    CERTIFICATIONS PERSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
    ------------------------------------------------------------------------

I, William J. Pesce, certify that:
I have reviewed this quarterly report on Form 10-Q of John Wiley & Sons, Inc.;
     -    Based on my  knowledge,  this  quarterly  report  does not contain any
          untrue  statement of a material  fact or omit to state a material fact
          necessary to make the statements  made, in light of the  circumstances
          under which such  statements were made, not misleading with respect to
          the period covered by this quarterly report; and

     -    Based on my knowledge,  the financial statements,  and other financial
          information  included in this quarterly report,  fairly present in all
          material respects the financial  condition,  results of operations and
          cash flows of the registrant as of, and for, the periods presented.

     -    The  Company's  other  certifying  officer and I are  responsible  for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined in Exchange Act Rules  13a-15(e)  and  15d-15(e)  and internal
          control  over  financial  reporting  (as defined in Exchange Act Rules
          13a-15(f) and 15d-15(f) for the Company and we have:

               a.   Designed such disclosure controls and procedures,  or caused
                    such disclosure controls and procedures to be designed under
                    our  supervision,   to  ensure  that  material   information
                    relating  to  the  Company,   including   its   consolidated
                    subsidiaries,  is made  known to us by others  within  those
                    entities,  particularly  during  the  period  in which  this
                    report is being prepared;
               b.   Designed such internal control over financial reporting,  or
                    caused such internal control over financial  reporting to be
                    designed  under  our  supervision,   to  provide  reasonable
                    assurance  regarding the reliability of financial  reporting
                    and the  preparation  of financial  statements  for external
                    purposes in accordance  with generally  accepted  accounting
                    principles;
               c.   Evaluated  the  effectiveness  of the  Company's  disclosure
                    controls  and  procedures  and  presented in this report our
                    conclusions   about  the  effectiveness  of  the  disclosure
                    controls and procedures, as of the end of the period covered
                    by this report, based on such evaluation; and
               d.   Disclosed  in  this  report  any  change  in  the  Company's
                    internal  control over  financial  reporting  that  occurred
                    during the  Company's  most recent  fiscal  quarter that has
                    materially  affected,  or is reasonably likely to materially
                    affect,   the  Company's  internal  control  over  financial
                    reporting.

     -    The Company's other certifying officer and I have disclosed,  based on
          our  most  recent   evaluation  of  internal  control  over  financial
          reporting,  to the Company's  auditors and the audit  committee of the
          board of directors:
               a.   all significant  deficiencies and material weaknesses in the
                    design or  operation  of internal  controls  over  financial
                    reporting that are reasonably likely to adversely affect the
                    Company's ability to record,  process,  summarize and report
                    financial information; and
               b.   any fraud, whether or not material, that involves management
                    or  other  employees  who  have a  significant  role  in the
                    registrant's internal controls.

                                              By       /s/ William J. Pesce
                                                       -----------------------
                                                       William J. Pesce
                                                       President and
                                                       Chief Executive Officer

                                                       Dated:  December 9, 2005
<PAGE>

I, Ellis E. Cousens, certify that:
I have reviewed this quarterly report on Form 10-Q of John Wiley & Sons, Inc.;
     -    Based on my  knowledge,  this  quarterly  report  does not contain any
          untrue  statement of a material  fact or omit to state a material fact
          necessary to make the statements  made, in light of the  circumstances
          under which such  statements were made, not misleading with respect to
          the period covered by this quarterly report; and

     -    Based on my knowledge,  the financial statements,  and other financial
          information  included in this quarterly report,  fairly present in all
          material respects the financial  condition,  results of operations and
          cash flows of the registrant as of, and for, the periods presented

     -    The  Company's  other  certifying  officer and I are  responsible  for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined in Exchange Act Rules  13a-15(e)  and  15d-15(e)  and internal
          control  over  financial  reporting  (as defined in Exchange Act Rules
          13a-15(f) and 15d-15(f) for the Company and we have:

               a.   Designed such disclosure controls and procedures,  or caused
                    such disclosure controls and procedures to be designed under
                    our  supervision,   to  ensure  that  material   information
                    relating  to  the  Company,   including   its   consolidated
                    subsidiaries,  is made  known to us by others  within  those
                    entities,  particularly  during  the  period  in which  this
                    report is being prepared;
               b.   Designed such internal control over financial reporting,  or
                    caused such internal control over financial  reporting to be
                    designed  under  our  supervision,   to  provide  reasonable
                    assurance  regarding the reliability of financial  reporting
                    and the  preparation  of financial  statements  for external
                    purposes in accordance  with generally  accepted  accounting
                    principles;
               c.   Evaluated  the  effectiveness  of the  Company's  disclosure
                    controls  and  procedures  and  presented in this report our
                    conclusions   about  the  effectiveness  of  the  disclosure
                    controls and procedures, as of the end of the period covered
                    by this report, based on such evaluation; and
               d.   Disclosed  in  this  report  any  change  in  the  Company's
                    internal  control over  financial  reporting  that  occurred
                    during the  Company's  most recent  fiscal  quarter that has
                    materially  affected,  or is reasonably likely to materially
                    affect,   the  Company's  internal  control  over  financial
                    reporting.

     -    The Company's other certifying officer and I have disclosed,  based on
          our  most  recent   evaluation  of  internal  control  over  financial
          reporting,  to the Company's  auditors and the audit  committee of the
          board of directors:

               a.   all significant  deficiencies and material weaknesses in the
                    design or  operation  of internal  controls  over  financial
                    reporting that are reasonably likely to adversely affect the
                    Company's ability to record,  process,  summarize and report
                    financial information; and

               b.   any fraud, whether or not material, that involves management
                    or  other  employees  who  have a  significant  role  in the
                    registrant's internal controls.

                                 By         /s/ Ellis E. Cousens
                                            -----------------------
                                            Ellis E. Cousens
                                            Executive Vice President and
                                            Chief Financial & Operations Officer


                                            Dated:  December 9, 2005
<PAGE>

                                                                    Exhibit 99.1


                            CERTIFICATION PURSUANT TO
                            18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In  connection  with  the  Quarterly  Report  of John  Wiley & Sons,  Inc.  (the
"Company") on Form 10-Q for the period ending October 31, 2005 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, William
J.  Pesce,  President  and Chief  Executive  Officer  of the  Company,  certify,
pursuant to 18 U.S.C.  Section 1350,  as adopted  pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that based on my knowledge:

     (1)  The Report fully complies with the requirements of section 13(a) or 15
          (d)  of  the  Securities  Exchange  Act  of  1934  (as  amended),   as
          applicable; and

     (2)  The  information  contained  in the  Report  fairly  presents,  in all
          material respects,  the financial  condition and results of operations
          of the Company.



/s/ William J. Pesce
--------------------
William J. Pesce
President and
Chief Executive Officer


Dated:  December 9, 2005
<PAGE>

                                                                    Exhibit 99.2


                            CERTIFICATION PURSUANT TO
                             18 .S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In  connection  with  the  Quarterly  Report  of John  Wiley & Sons,  Inc.  (the
"Company") on Form 10-Q for the period ending October 31, 2005 as filed with the
Securities and Exchange  Commission on the date hereof (the "Report"),  I, Ellis
E. Cousens, Executive Vice President and Chief Financial & Operations Officer of
the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that based on my knowledge:

     (1)  The Report fully complies with the requirements of section 13(a) or 15
          (d)  of  the  Securities  Exchange  Act  of  1934  (as  amended),   as
          applicable; and

     (2)  The  information  contained  in the  Report  fairly  presents,  in all
          material respects,  the financial  condition and results of operations
          of the Company.



/s/ Ellis E. Cousens
--------------------
Ellis E. Cousens
Executive Vice President and
Chief Financial & Operations Officer


Dated:  December 9, 2005
<PAGE>

                                                                    Exhibit 10.1

                                CREDIT AGREEMENT

                          Dated as of November 9, 2005

                                      among

                            JOHN WILEY & SONS, INC.,
                                as the Borrower,

                             BANK OF AMERICA, N.A.,
                 as Administrative Agent and Swing Line Lender,

                                       and

                         The Other Lenders Party Hereto


                             ROYAL BANK OF SCOTLAND,
                                       as
                             Sole Syndication Agent

                                 CITIBANK, N.A.,
                                     CALYON,
                               NATIONAL CITY BANK,
                                       as
                             Co-Documentation Agents

                         BANC OF AMERICA SECURITIES LLC,
                                       as
                    Sole Lead Arranger and Sole Book Manager
<PAGE>

                                TABLE OF CONTENTS

                                                                            Page


ARTICLE I.            DEFINITIONS AND ACCOUNTING TERMS.........................1

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

         1.02     Other Interpretive Provisions........ ......................18

         1.03     Accounting Terms............................................19

         1.04     Rounding....................................................19

         1.05     Times of Day................................................19

ARTICLE II.           THE COMMITMENTS AND CREDIT EXTENSIONS...................20

         2.01     Committed Loans.............................................20

         2.02     Borrowings, Conversions and
                  Continuations of Committed Loans............................20

         2.03     Bid Loans....... ...........................................21

         2.04     Swing Line Loans............................................24

         2.05     Prepayments............................. ...................26

         2.06     Termination or Reduction of Commitments.....................27

         2.07     Repayment of Loans..........................................28

         2.08     Interest....................................................28

         2.09     Fees........................................................29

         2.10     Computation of Interest and Fees............................29

         2.11     Evidence of Debt............................................29

         2.12     Payments Generally; Administrative Agent's Clawback.........30

         2.13     Sharing of Payments by Lenders..............................32

         2.14     Increase in Commitments.....................................32

ARTICLE III.          TAXES, YIELD PROTECTION AND ILLEGALITY..................33

         3.01     Taxes.......................................................33

         3.02     Illegality..................................................35

         3.03     Inability to Determine Rates................................36

         3.04     Increased Costs; Reserves on Eurodollar Rate Loans..........36

         3.05     Compensation for Losses.....................................37

         3.06     Mitigation Obligations; Replacement of Lenders..............38

         3.07     Survival....................................................38
<PAGE>

ARTICLE IV.           CONDITIONS PRECEDENT TO CREDIT EXTENSIONS...............38

         4.01     Conditions of Initial Credit Extension......................38

         4.02     Conditions to all Credit Extensions.........................40

ARTICLE V.            REPRESENTATIONS AND WARRANTIES..........................41

         5.01     Existence, Qualification and Power..........................41

         5.02     Authorization; No Contravention.............................41

         5.03     Governmental Authorization; Other Consents..................41

         5.04     Binding Effect..............................................41

         5.05     Financial Statements; No Material Adverse Effect;
                  No Internal Control Event...................................42

         5.06     Litigation..................................................42

         5.07     No Default..................................................43

         5.08     Ownership of Property; Liens................................43

         5.09     Environmental Compliance....................................43

         5.10     Insurance...................................................43

         5.11     Taxes.......................................................43

         5.12     ERISA Compliance............................................43

         5.13     Subsidiaries; Equity Interests..............................44

         5.14     Margin Regulations; Investment Company Act;
                  Public Utility Holding Company Act..........................44

         5.15     Disclosure..................................................44

         5.16     Compliance with Laws........................................45

         5.17     Intellectual Property; Licenses, Etc........................45

         5.18     Status of Loans.............................................45

         5.19     Liens.......................................................45

         5.20     Absence of Undisclosed Liabilities..........................45

ARTICLE VI.           AFFIRMATIVE COVENANTS...................................45

         6.01     Financial Statements........................................45

         6.02     Certificates; Other Information.............................46

         6.03     Notices.....................................................48

         6.04     Payment of Obligations......................................48

         6.05     Preservation of Existence, Etc..............................49

         6.06     Maintenance of Properties...................................49

         6.07     Maintenance of Insurance....................................49

         6.08     Compliance with Laws........................................49

         6.09     Books and Records...........................................49

         6.10     Inspection Rights...........................................49

         6.11     Use of Proceeds.............................................50
<PAGE>

ARTICLE VII.          NEGATIVE COVENANTS......................................50

         7.01     Liens.......................................................50

         7.02     Investments.................................................51

         7.03     Indebtedness................................................51

         7.04     Fundamental Changes.........................................52

         7.05     Dispositions................................................53

         7.06     Restricted Payments.........................................53

         7.07      Change in Nature of Business...............................54

         7.08     Transactions with Affiliates................................54

         7.09     Burdensome Agreements.......................................54

         7.10     Use of Proceeds.............................................54

         7.11     Financial Covenants.........................................54

         7.12     Limitation on Accounting Changes............................55

         7.13     Fiscal Year.................................................55

ARTICLE VIII.         EVENTS OF DEFAULT AND REMEDIES..........................55

         8.01     Events of Default...........................................55

         8.02     Remedies Upon Event of Default..............................57

         8.03     Application of Funds........................................57

ARTICLE IX.           ADMINISTRATIVE AGENT....................................58

         9.01     Appointment and Authority...................................58

         9.02     Rights as a Lender..........................................58

         9.03     Exculpatory Provisions......................................58

         9.04     Reliance by Administrative Agent............................59

         9.05     Delegation of Duties........................................59

         9.06     Resignation of Administrative Agent.........................60

         9.07     Non-Reliance on Administrative Agent and Other Lenders......60

         9.08     No Other Duties, Etc........................................61

         9.09     Administrative Agent May File Proofs of Claim...............61
<PAGE>

ARTICLE X.            MISCELLANEOUS...........................................61

         10.01    Amendments, Etc.............................................61

         10.02    Notices; Effectiveness; Electronic Communication............62

         10.03    No Waiver; Cumulative Remedies..............................64

         10.04    Expenses; Indemnity; Damage Waiver..........................64

         10.05    Payments Set Aside..........................................66

         10.06    Successors and Assigns......................................66

         10.07    Treatment of Certain Information; Confidentiality...........70

         10.08    Right of Setoff.............................................71

         10.09    Interest Rate Limitation....................................71

         10.10    Counterparts; Integration; Effectiveness....................71

         10.11    Survival of Representations and Warranties..................72

         10.12    Severability................................................72

         10.13    Replacement of Lenders......................................72

         10.14    Governing Law; Jurisdiction; Etc............................72

         10.15    Waiver of Jury Trial........................................73

         10.16    USA PATRIOT Act Notice......................................74

         10.17    ENTIRE AGREEMENT............................................74
<PAGE>

SCHEDULES

         2.01     Commitments and Applicable Percentages
         5.05     Supplement to Interim Financial Statements
         5.13     Subsidiaries; Other Equity Investments
         7.01     Existing Liens
         7.03     Existing Indebtedness
         10.02    Administrative Agent's Office; Certain Addresses for Notices
         10.06    Processing and Recordation Fees

EXHIBITS

                  Form of

         A        Committed Loan Notice
         B-1      Bid Request
         B-2      Competitive Bid
         C        Swing Line Loan Notice
         D        Note
         E        Compliance Certificate
         F        Assignment and Assumption
         G        Form of Opinion
<PAGE>

                                CREDIT AGREEMENT

     This CREDIT AGREEMENT ("Agreement") is entered into as of November 9, 2005,
among JOHN WILEY & SONS,  INC., a New York corporation  (the  "Borrower"),  each
lender  from  time  to  time  party  hereto  (collectively,  the  "Lenders"  and
individually,  a "Lender"),  and BANK OF AMERICA,  N.A., as Administrative Agent
and Swing Line Lender.

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

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

                                   ARTICLE I.
                        DEFINITIONS AND ACCOUNTING TERMS

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

     "Absolute Rate"
     ---------------
means a fixed rate of interest  expressed  in  multiples of 1/100th of one basis
point.

     "Absolute Rate Loan"
     --------------------
means a Bid Loan that bears interest at a rate  determined  with reference to an
Absolute Rate.

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

     "Administrative Agent's Office"
     -------------------------------
means the  Administrative  Agent's address and, as  appropriate,  account as set
forth on Schedule 10.02, or such other address or account as the  Administrative
Agent may from time to time notify to the Borrower and the Lenders.

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

     "Affiliate"
     -----------
means, with respect to any 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.

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

     "Agreement"
     -----------
means this Credit Agreement.

     "Applicable Percentage"
     -----------------------
means with respect to any Lender at any time, the percentage (carried out to the
ninth decimal place) of the Aggregate  Commitments  represented by such Lender's
Commitment at such time. If the commitment of each Lender to make Loans has been
terminated  pursuant  to  Section  8.02  or if the  Aggregate  Commitments  have
expired, then the Applicable Percentage of each Lender shall be determined based
on the  Applicable  Percentage  of such Lender most  recently in effect,  giving
effect to any subsequent assignments.  The initial Applicable Percentage of each
Lender is set forth  opposite the name of such Lender on Schedule 2.01 or in the
Assignment and Assumption  pursuant to which such Lender becomes a party hereto,
as applicable.
<PAGE>

     "Applicable Rate"
     -----------------
means the following  percentages per annum, based upon the Consolidated Leverage
Ratio as set forth in the most  recent  Compliance  Certificate  received by the
Administrative Agent pursuant to Section 6.02(b).


                                 Applicable Rate

                                Applicable Rate
Pricing      Consolidated       with Respect to    Applicable Rate for
 Level      Leverage Ratio        Facility Fee      Eurodollar Loans
-------  --------------------  -----------------  ---------------------
   1     =1.00:1                     .080%              .370%
   2     >1.00:1 but <=2.00:1        .100%              .400%
   3     >2.00:1 but <=2.50:1        .125%              .500%
   4     >2.50:1 but <=3.00:1        .150%              .600%
   5     >3.00:1                     .175%              .825%

Any increase or decrease in the  Applicable  Rate resulting from a change in the
Consolidated  Leverage Ratio shall become effective as of the first Business Day
immediately following the date a Compliance Certificate is delivered pursuant to
Section 6.02(b); provided that if a Compliance Certificate is not delivered when
due in accordance with such Section,  then Pricing Level 5 shall apply as of the
first  Business  Day after the date on which  such  Compliance  Certificate  was
required to have been delivered  until the date  immediately  following the date
that such Compliance Certificate is delivered and then the Applicable Rate shall
be determined as otherwise set forth herein.  The Applicable Rate in effect from
the  Closing  Date  through  December  31, 2005 shall be  determined  based upon
Pricing Level 1.

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

     "Arranger"
     ----------
means Banc of America  Securities LLC, in its capacity as sole lead arranger and
sole book manager.

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

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

     "Associate"
     -----------
means,  with respect to any Person,  (a) any corporation or organization  (other
than the  Borrower or a Subsidiary  of the  Borrower) of which such Person is an
officer, employee or partner or is, directly or indirectly, the beneficial owner
of 10% or more of the  shares of any  class,  (b) any  trust or other  estate in
which such  Person has a  substantial  beneficial  interest  or as to which such
Person  serves  as  trustee  or in a  similar  fiduciary  capacity,  and (c) any
relative or spouse of such Person,  or any relative of such spouse,  who has the
same place of  residence  as such  Person or who is a director or officer of the
Borrower or any of its Subsidiaries.
<PAGE>

     "Attributable Indebtedness"
     ---------------------------
means,  on any date,  (a) in respect of any  capital  lease of any  Person,  the
capitalized  amount  thereof that would appear on a balance sheet of such Person
prepared  as of such date in  accordance  with  GAAP,  and (b) in respect of any
Synthetic  Lease  Obligation,  the  capitalized  amount of the  remaining  lease
payments  under the relevant  lease that would appear on a balance sheet of such
Person  prepared  as of such date in  accordance  with GAAP if such  lease  were
accounted for as a capital lease.

     "Audited Financial Statements"
     ------------------------------
means  the  audited   consolidated   balance  sheet  of  the  Borrower  and  its
Subsidiaries  for the  fiscal  year  ended  April  30,  2005,  and  the  related
consolidated  statements of income or operations,  shareholders' equity and cash
flows for such fiscal year of the Borrower and its  Subsidiaries,  including the
notes thereto.

     "Availability Period"
     ---------------------
means the period from and  including the Closing Date to the earliest of (a) the
Maturity Date, (b) the date of termination of the Aggregate Commitments pursuant
to Section  2.06,  and (c) the date of  termination  of the  commitment  of each
Lender to make Loans pursuant to Section 8.02.

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

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

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

     "Base Rate Loan"
     ----------------
means a Loan that bears interest based on the Base Rate.

     "Bid Borrowing"
     ---------------
means a borrowing  consisting  of  simultaneous  Bid Loans of the same Type from
each of the  Lenders  whose  offer to make one or more Bid Loans as part of such
borrowing has been accepted under the auction  bidding  procedures  described in
Section 2.03.

     "Bid Loan"
     ----------
has the meaning specified in Section 2.03(a).

     "Bid Loan Lender"
     -----------------
means,  in  respect  of any Bid Loan,  the  Lender  making  such Bid Loan to the
Borrower.

     "Bid Loan Sublimit"
     -------------------
means an amount equal to $25,000,000.  The Bid Loan Sublimit is part of, and not
in addition to, the Aggregate Commitments.

     "Bid Request"
     -------------
means a written request for one or more Bid Loans  substantially  in the form of
Exhibit B-1.
<PAGE>

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

     "Borrower Materials"
     --------------------
has the meaning specified in Section 6.02.

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

     "Business Day"
     --------------
means any day other  than a  Saturday,  Sunday or other day on which  commercial
banks are  authorized  to close under the Laws of, or are in fact closed in, the
state where the Administrative  Agent's Office is located and New York City and,
if such day  relates to any  Eurodollar  Rate Loan,  means any such day on which
dealings in Dollar  deposits are  conducted  by and between  banks in the London
interbank eurodollar market.

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

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

          (a) any "person" or "group" (as such terms are used in Sections  13(d)
     and  14(d) of the  Securities  Exchange  Act of  1934,  but  excluding  any
     employee benefit plan of such person or its subsidiaries, and any person or
     entity  acting in its  capacity as  trustee,  agent or other  fiduciary  or
     administrator  of any such plan) other than Permitted  Holders  becomes the
     "beneficial  owner"  (as  defined  in  Rules  13d-3  and  13d-5  under  the
     Securities  Exchange  Act of 1934,  except  that a person or group shall be
     deemed to have "beneficial ownership" of all securities that such person or
     group has the right to acquire  (such right,  an "option  right"),  whether
     such right is  exercisable  immediately or only after the passage of time),
     directly  or  indirectly,  of 50% or more of the equity  securities  of the
     Borrower  entitled  to vote  for  members  of the  board  of  directors  or
     equivalent  governing  body of the Borrower on a  fully-diluted  basis (and
     taking into account all such  securities  that such person or group has the
     right to acquire pursuant to any option right);

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

          (c) any Person or two or more  Persons  acting in concert  (other than
     Permitted  Holders) shall have acquired by contract or otherwise,  or shall
     have  entered  into a  contract  or  arrangement  that,  upon  consummation
     thereof,  will result in its or their acquisition of the power to exercise,
     directly or  indirectly,  a controlling  influence  over the  management or
     policies of the  Borrower,  or control  over the equity  securities  of the
     Borrower  entitled  to vote  for  members  of the  board  of  directors  or
     equivalent  governing  body of the Borrower on a  fully-diluted  basis (and
     taking into account all such  securities  that such Person or group has the
     right to acquire pursuant to any option right)  representing 50% or more of
     the combined voting power of such securities.
<PAGE>

     "Closing Date"
     --------------
means the first date all the conditions  precedent in Section 4.01 are satisfied
or waived in accordance with Section 10.01.

     "Code"
     ------
means the Internal Revenue Code of 1986.

     "Commitment"
     ------------
means,  as to each Lender,  its  obligation to (a) make  Committed  Loans to the
Borrower pursuant to Section 2.01, and (b) purchase participations in Swing Line
Loans,  in an  aggregate  principal  amount at any one time  outstanding  not to
exceed the amount set forth  opposite  such Lender's name on Schedule 2.01 or in
the  Assignment  and  Assumption  pursuant to which such Lender  becomes a party
hereto,  as  applicable,  as such  amount may be  adjusted  from time to time in
accordance with this Agreement.

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

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

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

     "Competitive Bid"
     -----------------
means a written  offer by a Lender to make one or more Bid Loans,  substantially
in the form of Exhibit B-2, duly completed and signed by a Lender.

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

     "Consolidated EBITDA"
     ---------------------
means,  for any period,  Consolidated  Net Income for such period  plus,  to the
extent  deducted in  determining  Consolidated  Net Income for such period,  the
aggregate amount of (a) Consolidated Interest Charges, (b) provisions for income
taxes and (c) depreciation and amortization.

     "Consolidated Funded Indebtedness"
     ----------------------------------
means, as of any date of  determination,  for the Borrower and its  Consolidated
Subsidiaries on a consolidated  basis, the sum of (a) the outstanding  principal
amount of all  obligations,  whether  current or long-term,  for borrowed  money
(including  Obligations  hereunder)  and all  obligations  evidenced  by  bonds,
debentures,  notes,  loan  agreements  or  other  similar  instruments,  (b) all
purchase money Indebtedness, (c) all direct obligations arising under letters of
credit  (including   standby  and  commercial),   bankers'   acceptances,   bank
guaranties, surety bonds and similar instruments, (d) all obligations in respect
of the  deferred  purchase  price of  property  or  services  (other  than trade
accounts  payable  in  the  ordinary  course  of  business),   (e)  Attributable
Indebtedness in respect of capital leases and Synthetic Lease  Obligations,  (f)
without duplication,  all Guarantees with respect to outstanding Indebtedness of
the types  specified in clauses (a) through (e) above of Persons  other than the
Borrower or any Consolidated  Subsidiary,  and (g) all Indebtedness of the types
referred to in clauses (a) through (f) above of any partnership or joint venture
(other than a joint  venture that is itself a corporation  or limited  liability
company) in which the Borrower or a Consolidated Subsidiary is a general partner
or joint venturer to the extent the Borrower or such Consolidated Subsidiary, as
the case may be,  is liable  therefor  as a result  of such  Person's  ownership
interest in or other relationship with such partnership or joint venture, unless
such  Indebtedness  is  expressly  made  non-recourse  to the  Borrower  or such
Consolidated Subsidiary.
<PAGE>

     "Consolidated Interest Charges"
     -------------------------------
means,  for any period,  for the Borrower and its Subsidiaries on a consolidated
basis,  the sum of (a) all interest,  premium  payments,  debt  discount,  fees,
charges and related expenses of the Borrower and its  Consolidated  Subsidiaries
in  connection  with  borrowed  money  (including  capitalized  interest)  or in
connection  with the  deferred  purchase  price of  assets,  in each case to the
extent treated as interest in accordance  with GAAP, and (b) the portion of rent
expense of the Borrower and its Consolidated  Subsidiaries  with respect to such
period under capital leases that is treated as interest in accordance with GAAP.

     "Consolidated Interest Coverage Ratio"
     --------------------------------------
means, as of any date of determination, the ratio of (a) Consolidated EBITDA for
the  period  of the  four  prior  fiscal  quarters  most  recently  ended to (b)
Consolidated Interest Charges for such period.

     "Consolidated Leverage Ratio"
     -----------------------------
means, as of any date of  determination,  the ratio of (a)  Consolidated  Funded
Indebtedness  as of such date to (b)  Consolidated  EBITDA for the period of the
four fiscal quarters most recently ended.

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

     "Consolidated Subsidiary"
     -------------------------
means,  as of any date,  any  Subsidiary  or other  Person the accounts of which
would be consolidated  with those of the Borrower in the consolidated  financial
statements  delivered  pursuant  to  Section  6.01(a)  if such  statements  were
prepared as of such date.

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

     "Control"
     ---------
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.  "Controlling"  and
"Controlled" have meanings correlative thereto.
<PAGE>

     "Credit Extension"
     ------------------
means a Borrowing, or an advance of a Loan, as the case may be.

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

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

     "Default Rate"
     --------------
means an  interest  rate  equal to (i) the Base  Rate  plus  (ii) 2% per  annum;
provided that with respect to a Eurodollar  Rate Loan, the Default Rate shall be
an interest  rate equal to the interest rate  (including  any  Applicable  Rate)
otherwise applicable to such Loan plus 2% per annum.

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

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

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

     "Eligible Assignee"
     -------------------
means (a) a Lender;  (b) an Affiliate of a Lender; (c) an Approved Fund; and (d)
any  other  Person   (other  than  a  natural   person)   approved  by  (i)  the
Administrative  Agent and the Swing  Line  Lender,  and (ii)  unless an Event of
Default has occurred and is continuing,  the Borrower (each such approval not to
be  unreasonably  withheld  or  delayed);  provided  that,  notwithstanding  the
foregoing,  "Eligible  Assignee"  shall not include  the  Borrower or any of the
Borrower's Affiliates or Subsidiaries.

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

     "Environmental Liability"
     -------------------------
means any  liability,  contingent  or otherwise  (including  any  liability  for
damages, costs of environmental  remediation,  fines, penalties or indemnities),
of the Borrower or any of its Subsidiaries directly or indirectly resulting from
or based upon (a) violation of any Environmental  Law, (b) the generation,  use,
handling,  transportation,  storage,  treatment  or  disposal  of any  Hazardous
Materials,  (c)  exposure  to  any  Hazardous  Materials,  (d)  the  release  or
threatened  release of any Hazardous  Materials into the  environment or (e) any
contract,  agreement or other consensual arrangement pursuant to which liability
is assumed or imposed with respect to any of the foregoing.
<PAGE>

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

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

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

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

     "Eurodollar Bid Margin"
     -----------------------
means the margin above or below the Eurodollar Rate to be added to or subtracted
from the  Eurodollar  Rate,  which  margin  shall be  expressed  in multiples of
1/100th of one basis point.

     "Eurodollar Margin Bid Loan"
     ----------------------------
means a Bid Loan that bears interest at a rate based upon the Eurodollar Rate.

     "Eurodollar Rate"
     -----------------
means,  for any Interest Period with respect to a Eurodollar Rate Loan, the rate
per annum equal to the British Bankers  Association LIBOR Rate ("BBA LIBOR"), as
published  by  Reuters  (or  another  commercially  available  source  providing
quotations of BBA LIBOR as designated by the  Administrative  Agent from time to
time) at approximately  11:00 a.m.,  London time, two Business Days prior to the
commencement of such Interest  Period,  for Dollar deposits (for delivery on the
first day of such  Interest  Period)  with a term  equivalent  to such  Interest
Period.  If such rate is not  available  at such time for any  reason,  then the
"Eurodollar  Rate"  for  such  Interest  Period  shall  be the  rate  per  annum
determined  by the  Administrative  Agent to be the rate at  which  deposits  in
Dollars for delivery on the first day of such Interest  Period in same day funds
in the approximate  amount of the Eurodollar Rate Loan being made,  continued or
converted by Bank of America and with a term  equivalent to such Interest Period
would be offered by Bank of America's London Branch to major banks in the London
interbank eurodollar market at their request at approximately 11:00 a.m. (London
time) two Business Days prior to the commencement of such Interest Period.
<PAGE>

     "Eurodollar Rate Committed Loan"
     --------------------------------
means a Committed  Loan that bears  interest  at a rate based on the  Eurodollar
Rate.

     "Eurodollar Rate Loan"
     ----------------------
means a Eurodollar Rate Committed Loan or a Eurodollar Margin Bid Loan.

     "Event of Default"
     ------------------
has the meaning specified in Section 8.01.

     "Excluded Taxes"
     ----------------
means,  with  respect  to the  Administrative  Agent,  any  Lender  or any other
recipient  of any payment to be made by or on account of any  obligation  of the
Borrower  hereunder,  (a) taxes imposed on or measured by its overall net income
(however denominated),  and franchise taxes imposed on it (in lieu of net income
taxes),  by the  jurisdiction (or any political  subdivision  thereof) under the
laws of which such  recipient is organized or in which its  principal  office is
located or, in the case of any Lender, in which its applicable Lending Office is
located,  (b) any branch  profits  taxes  imposed  by the  United  States or any
similar tax imposed by any other  jurisdiction  in which 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  10.13),  any  withholding  tax that is
imposed  on  amounts  payable to such  Foreign  Lender at the time such  Foreign
Lender  becomes a party  hereto  (or  designates  a new  Lending  Office)  or is
attributable  to such Foreign  Lender's  failure or  inability  (other than as a
result of a Change in Law) to comply with Section 3.01(e),  except to the extent
that such Foreign Lender (or its assignor,  if any) was entitled, at the time of
designation of a new Lending Office (or at the time of the assignment  from such
assignor,  as the case may be), to receive  additional amounts from the Borrower
with respect to such withholding tax pursuant to Section 3.01(a).

     "Existing Credit Agreement"
     ---------------------------
means that certain Credit  Agreement,  dated as of September 21, 2001, among the
Borrower,  as borrower,  the lenders party thereto,  UBS AG, Stamford Branch, as
administrative agent for the lenders, and UBS Warburg, LLC, as arranger.

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

     "Fee Letter"
     ------------
means the letter  agreement,  dated September 30, 2005, among the Borrower,  the
Administrative Agent and the Arranger.

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

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

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

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

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

     "Granting Lender"
     -----------------
has the meaning specified in Section 10.06(h).

     "Guarantee"
     -----------
means,  as to any Person,  any (a) any obligation,  contingent or otherwise,  of
such Person  guaranteeing  or having the  economic  effect of  guaranteeing  any
Indebtedness or other  obligation  payable or performable by another Person (the
"primary obligor") in any manner, whether directly or indirectly,  and including
any  obligation of such Person,  direct or indirect,  (i) to purchase or pay (or
advance or supply  funds for the  purchase or payment of) such  Indebtedness  or
other obligation, (ii) to purchase or lease property, securities or services for
the purpose of assuring  the  obligee in respect of such  Indebtedness  or other
obligation  of  the  payment  or  performance  of  such  Indebtedness  or  other
obligation,  (iii) to  maintain  working  capital,  equity  capital or any other
financial  statement  condition  or liquidity or level of income or cash flow of
the primary obligor so as to enable the primary obligor to pay such Indebtedness
or other  obligation,  or (iv)  entered  into for the purpose of assuring in any
other manner the obligee in respect of such  Indebtedness or other obligation of
the payment or  performance  thereof or to protect such obligee  against loss in
respect  thereof  (in whole or in part),  or (b) any Lien on any  assets of such
Person  securing  any  Indebtedness  or other  obligation  of any other  Person,
whether or not such  Indebtedness or other  obligation is assumed by such Person
(or any right,  contingent or otherwise,  of any holder of such  Indebtedness to
obtain  any such  Lien).  The amount of any  Guarantee  shall be deemed to be an
amount  equal to the  stated  or  determinable  amount  of the  related  primary
obligation,  or portion thereof,  in respect of which such Guarantee is made or,
if not stated or determinable,  the maximum reasonably  anticipated liability in
respect thereof as determined by the guaranteeing Person in good faith. The term
"Guarantee" as a verb has a corresponding meaning.
<PAGE>

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

     "Increase Effective Date"
     -------------------------
has the meaning specified in Section 2.14(d).

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

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

          (b) all direct or contingent  obligations of such Person arising under
     letters of credit (including standby and commercial), bankers' acceptances,
     bank guaranties, surety bonds and similar instruments;

          (c) net obligations of such Person under any Swap Contract;

          (d) all obligations of such Person to pay the deferred  purchase price
     of property or services (other than trade accounts  payable in the ordinary
     course of business  and,  in each case,  not past due for more than 90 days
     after the date on which such trade account payable was created);

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

          (f) capital leases and Synthetic Lease Obligations;

          (g) all  obligations  of such  Person  to  purchase,  redeem,  retire,
     defease or otherwise make any payment in respect of any Equity  Interest in
     such  Person  or any  other  Person,  valued,  in the case of a  redeemable
     preferred  interest,  at  the  greater  of  its  voluntary  or  involuntary
     liquidation preference plus accrued and unpaid dividends; and

          (h) all Guarantees of such Person in respect of any of the foregoing.

     For all purposes  hereof,  the Indebtedness of any Person shall include the
Indebtedness  of any  partnership  or joint venture  (other than a joint venture
that is itself a corporation or limited liability  company) in which such Person
is a general  partner or a joint  venturer  to the extent  such Person is liable
therefor  as  a  result  of  such  Person's   ownership  interest  in  or  other
relationship with such partnership or joint venture, unless such Indebtedness is
expressly  made  non-recourse  to such Person.  The amount of any net obligation
under any Swap  Contract on any date shall be deemed to be the Swap  Termination
Value  thereof as of such date.  The amount of any  capital  lease or  Synthetic
Lease Obligation as of any date shall be deemed to be the amount of Attributable
Indebtedness in respect thereof as of such date.
<PAGE>

     "Indemnified Taxes"
     -------------------
means Taxes other than Excluded Taxes.

     "Indemnitees"
     -------------
has the meaning specified in Section 10.04(b).

     "Information"
     -------------
has the meaning specified in Section 10.07.

     "Interest Period"
     -----------------
means (a) as to each  Eurodollar  Rate Loan,  the period  commencing on the date
such  Eurodollar  Rate Loan is disbursed or (in the case of any Eurodollar  Rate
Committed  Loan)  converted to or continued as a Eurodollar Rate Loan and ending
on the date one, two, three or six months thereafter  (subject to availability),
as selected by the Borrower in its Committed Loan Notice or Bid Request,  as the
case may be; and (b) as to each Absolute Rate Loan, a period of not less than 14
days and not more than 180 days as selected by the  Borrower in its Bid Request;
provided that:

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

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

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

     "Internal Control Event"
     ------------------------
means a  material  weakness  in,  or fraud  that  involves  management  or other
employees who have a significant role in, the Borrower's  internal controls over
financial reporting, in each case as described in the Securities Laws.

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

     "IP Rights"
     -----------
has the meaning specified in Section 5.17.

     "IRS"
     -----
means the United States Internal Revenue Service.
<PAGE>

     "Laws"
     ------
means,  collectively,  all  international,  foreign,  Federal,  state  and local
statutes,  treaties,  rules,  guidelines,  regulations,  ordinances,  codes  and
administrative   or  judicial   precedents   or   authorities,   including   the
interpretation or administration  thereof by any Governmental  Authority charged
with  the  enforcement,   interpretation  or  administration  thereof,  and  all
applicable   administrative  orders,   directed  duties,   requests,   licenses,
authorizations and permits of, and agreements with, any Governmental  Authority,
in each case whether or not having the force of law.

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

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

     "Lien"
     ------
means any mortgage,  pledge,  hypothecation,  assignment,  deposit  arrangement,
encumbrance, lien (statutory or other), charge, or preference, priority or other
security  interest  or  preferential  arrangement  in the  nature of a  security
interest of any kind or nature  whatsoever  (including any  conditional  sale or
other title retention agreement, any easement, right of way or other encumbrance
on title to real property, and any financing lease having substantially the same
economic effect as any of the foregoing).

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

     "Loan Documents"
     ----------------
means  this  Agreement,  each Note,  the Fee  Letter  and each other  agreement,
certificate,  document  or  instrument  delivered  in  connection  with any Loan
Document, whether or not specifically mentioned herein or therein.

     "Material Adverse Effect"
     -------------------------
means (a) a material  adverse change in, or a material  adverse effect upon, the
operations, business, properties,  liabilities (actual or contingent), condition
(financial  or  otherwise)  or prospects of the Borrower or the Borrower and its
Subsidiaries  taken as a whole; (b) a material  impairment of the ability of the
Borrower to perform its obligations  under any Loan Document;  or (c) a material
adverse effect upon the legality,  validity,  binding  effect or  enforceability
against the Borrower of any Loan Document.

     "Material Subsidiary"
     ---------------------
means,  as of any date, any Subsidiary of the Borrower which  (together with its
Subsidiaries)  accounts  for (a) 5% or more of total  assets of the Borrower and
its  Subsidiaries  on a consolidated  basis as of such date or (b) 5% or more of
revenues of the Borrower and its Subsidiaries on a consolidated basis as of such
date.

     "Maturity Date"
     ---------------
means November 9, 2010.

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

     "Note"
     ------
means a  promissory  note made by the  Borrower in favor of a Lender  evidencing
Loans made by such Lender, substantially in the form of Exhibit D.

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

     "Organization Documents"
     ------------------------
means,  (a) with  respect to any  corporation,  the  certificate  or articles of
incorporation and the bylaws (or equivalent or comparable constitutive documents
with  respect to any  non-U.S.  jurisdiction);  (b) with  respect to any limited
liability company,  the certificate or articles of formation or organization and
operating  agreement;  and (c) with respect to any  partnership,  joint venture,
trust or other form of business entity, the partnership,  joint venture or other
applicable agreement of formation or organization and any agreement, instrument,
filing or notice with respect  thereto filed in connection with its formation or
organization with the applicable  Governmental  Authority in the jurisdiction of
its formation or organization and, if applicable, any certificate or articles of
formation or organization of such entity.

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

     "Outstanding Amount"
     --------------------
means with respect to Committed  Loans,  Bid Loans and Swing Line Loans,  as the
case may be, on any date,  the aggregate  outstanding  principal  amount thereof
after giving effect to any borrowings and prepayments or repayments of Committed
Loans,  Bid Loans and Swing Line Loans,  as the case may be,  occurring  on such
date.

     "Participant"
     -------------
has the meaning specified in Section 10.06(d).

     "Patriot Act"
     -------------
means the USA PATRIOT Act (Title III of Pub. L. 107-56  (signed into law October
26, 2001))

     "Patriot Act Disclosures"
     -------------------------
means all documentation and other information which the Administrative  Agent or
any Lender reasonably  requests in order to comply with its ongoing  obligations
under  applicable  "know your  customer"  and  anti-money  laundering  rules and
regulations, including the Patriot Act.

     "PBGC"
     ------
means the Pension Benefit Guaranty Corporation.

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

     "Permitted Acquisition"
     -----------------------
means an acquisition  (whether  pursuant to an acquisition of Equity  Interests,
assets or otherwise)  by the Borrower or any  Subsidiary of a business or a line
of business from any Person in which the following conditions are satisfied:

          (a) immediately before and after giving effect to such acquisition, no
     Default shall have  occurred and be  continuing  or would result  therefrom
     (including under Section 7.07); and

          (b) the Borrower  shall have delivered to the  Administrative  Agent a
     Compliance  Certificate for the period of the most recently  completed four
     full fiscal quarters  immediately  preceding such acquisition  (prepared in
     good faith and in a manner and using such  methodology  which is consistent
     with the most recent  financial  statements  delivered  pursuant to Section
     6.01) giving pro forma effect to the  consummation of such  acquisition and
     evidencing compliance with the covenants set forth in Section 7.11.

     "Permitted Holders"
     -------------------
means  Deborah E. Wiley,  Peter Booth Wiley and William  Bradford  Wiley II, and
their respective Affiliates and Associates.

     "Permitted Refinancing"
     -----------------------
is defined in Section 7.03(b).

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

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

     "Platform"
     ----------
has the meaning specified in Section 6.02.

     "Rate Protection Agreement"
     ---------------------------
means any Swap Contract entered into with a Swap Counterparty.

     "RBS Credit Agreement"
     ----------------------
means that certain  Credit  Agreement,  dated as of April 21, 2005,  among Wiley
Europe Limited,  Wiley-Vch  Verlag GMBH & Co. KGAA, as borrowers,  and The Royal
Bank of Scotland PLC acting as agent for National Westminster Bank PLC.

     "Register"
     ----------
has the meaning specified in Section 10.06(c).

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

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

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

     "Request for Credit Extension"
     ------------------------------
means (a) with respect to a Borrowing,  conversion or  continuation of Committed
Loans, a Committed  Loan Notice,  (b) with respect to a Bid Loan, a Bid Request,
and (c) with respect to a Swing Line Loan, a Swing Line Loan Notice.

     "Required Lenders"
     ------------------
means,  as of any date of  determination,  Lenders  having  more than 50% of the
Aggregate  Commitments  or, if the  commitment  of each Lender to make Loans has
been terminated  pursuant to Section 8.02, Lenders holding in the aggregate more
than 50% of the Total  Outstandings  (with the aggregate amount of each Lender's
risk  participation  and funded  participation  in Swing Line Loans being deemed
"held" by such  Lender  for  purposes  of this  definition);  provided  that the
Commitment of, and the portion of the Total Outstandings held or deemed held by,
any Defaulting  Lender shall be excluded for purposes of making a  determination
of Required Lenders.

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

     "Restricted Payment"
     --------------------
means any dividend or other distribution  (whether in cash,  securities or other
property)  with  respect to any capital  stock or other  Equity  Interest 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,  cancellation or termination of
any such capital stock or other Equity Interest,  or on account of any return of
capital to the Borrower's  stockholders,  partners or members (or the equivalent
Person thereof).

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

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

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

     "Solvent"
     ---------
means,  with  respect  to any  Person on a  particular  date,  that on such date
(a) the fair value of the assets of such Person, at a fair valuation, is greater
than the total amount of liabilities,  including contingent liabilities, of such
Person, (b) the present fair value of the assets of such Person is not less than
the amount that will be required to pay the probable liability of such Person on
its debts as they become  absolute and matured,  (c) such Person does not intend
to, and does not believe  that it will,  incur debts or  liabilities  beyond the
ability of such Person to pay as such debts and liabilities mature, and (d) such
Person is not engaged in business or a transaction, and such Person is not about
to engage in a business  or a  transaction,  for which the assets of such Person
would   constitute  an  unreasonably   small  capital  after  giving  effect  to
transactions   contemplated  by  this   Agreement.   The  amount  of  contingent
liabilities  at any time shall be computed as the amount  that,  in light of all
the facts and circumstances existing at such time, can reasonably be expected to
become an actual or matured liability.
<PAGE>

     "SPC"
     -----
has the meaning specified in Section 10.06(h).

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

     "Swap Contract"
     ---------------
means (a) any and all rate swap  transactions,  basis swaps,  credit  derivative
transactions,  forward rate  transactions,  commodity swaps,  commodity options,
forward commodity  contracts,  equity or equity index swaps or options,  bond or
bond price or bond index swaps or options or forward  bond or forward bond price
or forward bond index  transactions,  interest  rate  options,  forward  foreign
exchange   transactions,   cap   transactions,   floor   transactions,    collar
transactions, currency swap transactions, cross-currency rate swap transactions,
currency  options,  spot  contracts,  or any other similar  transactions  or any
combination of any of the foregoing  (including any options to enter into any of
the foregoing), whether or not any such transaction is governed by or subject to
any master  agreement,  and (b) any and all  transactions  of any kind,  and the
related  confirmations,  which are  subject to the terms and  conditions  of, or
governed by, any form of master agreement  published by the International  Swaps
and Derivatives  Association,  Inc., any  International  Foreign Exchange Master
Agreement,  or any other master agreement (any such master  agreement,  together
with  any  related  schedules,   a  "Master  Agreement"),   including  any  such
obligations or liabilities under any Master Agreement.

     "Swap Counterparty"
     -------------------
means  any  Lender or any of its  Affiliates  that is a  counterparty  to a Swap
Contract with the Borrower.

     "Swap Termination Value"
     ------------------------
means, in respect of any one or more Swap  Contracts,  after taking into account
the effect of any legally  enforceable  netting agreement  relating to such Swap
Contracts,  (a) for any date on or after the date such Swap  Contracts have been
closed out and termination  value(s)  determined in accordance  therewith,  such
termination  value(s),  and (b) for any date  prior to the  date  referenced  in
clause (a), the  amount(s)  determined as the  mark-to-market  value(s) for such
Swap Contracts, as determined based upon one or more mid-market or other readily
available  quotations  provided by any recognized  dealer in such Swap Contracts
(which may include a Lender or any Affiliate of a Lender).

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

     "Swing Line Borrowing"
     ----------------------
means a borrowing of a Swing Line Loan pursuant to Section 2.04.
<PAGE>

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

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

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

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

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

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

     "Threshold Amount"
     ------------------
means $5,000,000.

     "Total Outstandings"
     --------------------
means the aggregate Outstanding Amount of all Loans.

     "Type"
     ------
means (a) with respect to a Committed Loan, its character as a Base Rate Loan or
a Eurodollar  Rate Loan, and (b) with respect to a Bid Loan, its character as an
Absolute Rate Loan or a Eurodollar Margin Bid Loan.

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

     "United States"
     ---------------
and "U.S." mean the United States of America.
<PAGE>

     1.02 Other  Interpretive  Provisions.  With reference to this Agreement and
each other Loan Document,  unless  otherwise  specified  herein or in such other
Loan Document:

          (a) The  definitions  of  terms  herein  shall  apply  equally  to the
     singular  and plural forms of the terms  defined.  Whenever the context may
     require,  any pronoun shall include the corresponding  masculine,  feminine
     and neuter forms. The words "include,"  "includes" and "including" shall be
     deemed to be followed by the phrase "without  limitation."  The word "will"
     shall be construed to have the same meaning and effect as the word "shall."
     Unless the context requires  otherwise,  (i) any definition of or reference
     to any agreement,  instrument or other document (including any Organization
     Document) shall be construed as referring to such agreement,  instrument or
     other  document as from time to time  amended,  supplemented  or  otherwise
     modified  (subject to any restrictions on such  amendments,  supplements or
     modifications  set forth  herein or in any other Loan  Document),  (ii) any
     reference  herein to any Person shall be construed to include such Person's
     successors and assigns, (iii) the words "herein," "hereof" and "hereunder,"
     and  words of  similar  import,  when used in any Loan  Document,  shall be
     construed  to refer to such Loan  Document in its  entirety  and not to any
     particular  provision  thereof,  (iv) all  references in a Loan Document to
     Articles,  Sections,  Exhibits and Schedules shall be construed to refer to
     Articles and Sections of, and Exhibits and  Schedules to, the Loan Document
     in which such references appear, (v) any reference to any law shall include
     all statutory and regulatory provisions consolidating,  amending, replacing
     or interpreting  such law and any reference to any law or regulation shall,
     unless  otherwise  specified,  refer to such law or  regulation as amended,
     modified or supplemented  from time to time, and (vi) the words "asset" and
     "property"  shall be  construed  to have the same meaning and effect and to
     refer  to any  and all  tangible  and  intangible  assets  and  properties,
     including cash, securities, accounts and contract rights.

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

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


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

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


     1.04  Rounding.  Any  financial  ratios  required to be  maintained  by the
Borrower  pursuant  to this  Agreement  shall  be  calculated  by  dividing  the
appropriate  component by the other component,  carrying the result to one place
more than the  number of places by which  such  ratio is  expressed  herein  and
rounding  the result up or down to the nearest  number  (with a  rounding-up  if
there is no nearest number).


     1.05 Times of Day. Unless  otherwise  specified,  all references  herein to
times of day shall be  references  to Eastern time  (daylight  or  standard,  as
applicable).
<PAGE>

                                  ARTICLE II.
                      THE COMMITMENTS AND CREDIT EXTENSIONS

     2.01 Committed Loans. Subject to the terms and conditions set forth herein,
each Lender severally agrees to make loans (each such loan, a "Committed  Loan")
to the Borrower from time to time,  on any Business Day during the  Availability
Period,  in an aggregate amount not to exceed at any time outstanding the amount
of such Lender's Commitment;  provided that after giving effect to any Committed
Borrowing,  (i) the Total  Outstandings  shall not exceed  the dollar  amount of
Aggregate  Commitments,  and  (ii)  the  aggregate  Outstanding  Amount  of  the
Committed Loans of any Lender, plus such Lender's  Applicable  Percentage of the
Outstanding Amount of all Swing Line Loans shall not exceed the dollar amount of
such Lender's  Commitment.  Within the limits of each Lender's  Commitment,  and
subject to the other terms and conditions  hereof, the Borrower may borrow under
this Section 2.01,  prepay under Section 2.05,  and reborrow  under this Section
2.01.  Committed  Loans may be Base Rate  Loans or  Eurodollar  Rate  Loans,  as
further provided herein.

     2.02 Borrowings, Conversions and Continuations of Committed Loans.

     (a) Each Committed  Borrowing,  each conversion of Committed Loans from one
Type to the other,  and each  continuation  of Eurodollar  Rate Committed  Loans
shall be made  upon the  Borrower's  irrevocable  notice  to the  Administrative
Agent, which may be given by telephone. Each such notice must be received by the
Administrative  Agent not later than 11:00 a.m. (i) three Business Days prior to
the  requested  date of any  Borrowing  of,  conversion  to or  continuation  of
Eurodollar  Rate  Committed  Loans  or of  any  conversion  of  Eurodollar  Rate
Committed Loans to Base Rate Committed  Loans, and (ii) on the requested date of
any  Borrowing  of Base Rate  Committed  Loans.  Each  telephonic  notice by the
Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery
to the  Administrative  Agent of a written Committed Loan Notice,  appropriately
completed and signed by a Responsible  Officer of the Borrower.  Each  Borrowing
of, conversion to or continuation of Eurodollar Rate Committed Loans shall be in
a principal  amount of  $5,000,000  or a whole  multiple of $1,000,000 in excess
thereof.  Except as provided in Section 2.04(c), each Borrowing of or conversion
to Base Rate  Committed  Loans shall be in a  principal  amount of $500,000 or a
whole  multiple  of  $100,000  in excess  thereof.  Each  Committed  Loan Notice
(whether  telephonic  or written)  shall  specify  (i)  whether the  Borrower is
requesting a Committed Borrowing,  a conversion of Committed Loans from one Type
to the other,  or a continuation of Eurodollar  Rate Committed  Loans,  (ii) the
requested date of the Borrowing,  conversion or continuation, as the case may be
(which shall be a Business Day),  (iii) the principal  amount of Committed Loans
to be borrowed,  converted or continued,  (iv) the Type of Committed Loans to be
borrowed or to which existing  Committed  Loans are to be converted,  and (v) if
applicable,  the duration of the Interest  Period with respect  thereto.  If the
Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or
if the  Borrower  fails to give a  timely  notice  requesting  a  conversion  or
continuation, then the applicable Committed Loans shall be made as, or converted
to, Base Rate Loans.  Any such automatic  conversion to Base Rate Loans shall be
effective as of the last day of the Interest  Period then in effect with respect
to the applicable  Eurodollar Rate Committed  Loans. If the Borrower  requests a
Borrowing of,  conversion to, or continuation of Eurodollar Rate Committed Loans
in any such Committed Loan Notice,  but fails to specify an Interest Period,  it
will be deemed to have specified an Interest Period of one month.
<PAGE>

     (b) Following receipt of a Committed Loan Notice, the Administrative  Agent
shall promptly notify each Lender of the amount of its Applicable  Percentage of
the  applicable  Committed  Loans,  and if no timely  notice of a conversion  or
continuation is provided by the Borrower,  the Administrative Agent shall notify
each  Lender of the  details  of any  automatic  conversion  to Base Rate  Loans
described in the preceding  clause. In the case of a Committed  Borrowing,  each
Lender  shall  make  the  amount  of  its  Committed   Loan   available  to  the
Administrative  Agent  in  immediately  available  funds  at the  Administrative
Agent's  Office not later than 1:00 p.m. on the  Business  Day  specified in the
applicable Committed Loan Notice. Upon satisfaction of the applicable conditions
set  forth in  Section  4.02  (and,  if such  Borrowing  is the  initial  Credit
Extension,  Section  4.01),  the  Administrative  Agent  shall make all funds so
received   available   to  the  Borrower  in  like  funds  as  received  by  the
Administrative  Agent either by (i) crediting the account of the Borrower on the
books of Bank of America with the amount of such funds or (ii) wire  transfer of
such  funds,  in each case in  accordance  with  instructions  provided  to (and
reasonably acceptable to) the Administrative Agent by the Borrower.

     (c) Except as otherwise  provided  herein, a Eurodollar Rate Committed Loan
may be  continued or  converted  only on the last day of an Interest  Period for
such Eurodollar Rate Committed Loan. During the existence of a Default, no Loans
may be requested  as,  converted to or continued as  Eurodollar  Rate  Committed
Loans without the consent of the Required Lenders.

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

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


     2.03 Bid Loans.

     (a) General.  Subject to the terms and  conditions  set forth herein,  each
Lender  agrees that the  Borrower  may from time to time  request the Lenders to
submit offers to make loans (each such loan, a "Bid Loan") to the Borrower prior
to the Maturity Date  pursuant to this Section 2.03;  provided that after giving
effect to any Bid  Borrowing,  (i) the Total  Outstandings  shall not exceed the
dollar amount of the Aggregate  Commitments  and (ii) the aggregate  Outstanding
Amount of all Bid Loans shall not exceed the Bid Loan Sublimit.  There shall not
be more than five different Interest Periods in effect with respect to Bid Loans
at any time.

     (b) Requesting Competitive Bids. The Borrower may request the submission of
Competitive  Bids by  delivering a Bid Request to the  Administrative  Agent not
later than 12:00 noon (i) one  Business Day prior to the  requested  date of any
Bid Borrowing  that is to consist of Absolute Rate Loans,  or (ii) four Business
Days  prior to the  requested  date of any Bid  Borrowing  that is to consist of
Eurodollar  Margin Bid Loans.  Each Bid Request  shall specify (i) the requested
date of the Bid Borrowing  (which shall be a Business  Day),  (ii) the aggregate
principal  amount of Bid Loans  requested  (which must be  $5,000,000 or a whole
multiple  of  $1,000,000  in  excess  thereof),  (iii)  the  Type  of Bid  Loans
requested,  and (iv) the duration of the Interest  Period with respect  thereto,
and shall be signed by a  Responsible  Officer of the  Borrower.  No Bid Request
shall contain a request for (i) more than one Type of Bid Loan or (ii) Bid Loans
having more than three different  Interest  Periods.  Unless the  Administrative
Agent otherwise agrees in its sole and absolute discretion, the Borrower may not
submit a Bid Request if it has  submitted  another Bid Request  within the prior
five Business Days.
<PAGE>

     (c) Submitting Competitive Bids.

          (i) The Administrative Agent shall promptly notify each Lender of each
     Bid Request  received by it from the  Borrower and the contents of such Bid
     Request.

          (ii) Each  Lender  may (but  shall  have no  obligation  to)  submit a
     Competitive  Bid  containing  an offer  to make  one or more  Bid  Loans in
     response to such Bid Request. Such Competitive Bid must be delivered to the
     Administrative Agent not later than 10:30 a.m. (A) on the requested date of
     any Bid Borrowing that is to consist of Absolute Rate Loans,  and (B) three
     Business Days prior to the requested  date of any Bid Borrowing  that is to
     consist of Eurodollar  Margin Bid Loans;  provided that any Competitive Bid
     submitted by Bank of America in its capacity as a Lender in response to any
     Bid Request must be submitted  to the  Administrative  Agent not later than
     10:15  a.m.  on the  date on which  Competitive  Bids  are  required  to be
     delivered  by the other  Lenders  in  response  to such Bid  Request.  Each
     Competitive  Bid shall specify (A) the proposed date of the Bid  Borrowing;
     (B) the principal amount of each Bid Loan for which such Competitive Bid is
     being made,  which  principal  amount (x) may be equal to,  greater than or
     less than the Commitment of the bidding Lender, (y) must be $5,000,000 or a
     whole multiple of $1,000,000 in excess thereof,  and (z) may not exceed the
     principal  amount of Bid Loans for which  Competitive  Bids were requested;
     (C) if the proposed Bid Borrowing is to consist of Absolute Rate Bid Loans,
     the Absolute  Rate  offered for each such Bid Loan and the Interest  Period
     applicable  thereto;  (D) if the  proposed  Bid  Borrowing is to consist of
     Eurodollar Margin Bid Loans, the Eurodollar Bid Margin with respect to each
     such Eurodollar Margin Bid Loan and the Interest Period applicable thereto;
     and (E) the identity of the bidding Lender.

          (iii) Any  Competitive  Bid shall be disregarded if it (A) is received
     after the  applicable  time  specified  in clause  (ii)  above,  (B) is not
     substantially  in the form of a Competitive  Bid as specified  herein,  (C)
     contains  qualifying,  conditional or similar language,  (D) proposes terms
     other than or in addition to those set forth in the applicable Bid Request,
     or (E) is otherwise  not  responsive  to such Bid  Request.  Any Lender may
     correct a  Competitive  Bid  containing  a manifest  error by  submitting a
     corrected   Competitive  Bid  (identified  as  such)  not  later  than  the
     applicable  time required for  submission  of  Competitive  Bids.  Any such
     submission of a corrected  Competitive Bid shall constitute a revocation of
     the Competitive Bid that contained the manifest error.  The  Administrative
     Agent may, but shall not be required to,  notify any Lender of any manifest
     error it detects in such Lender's Competitive Bid.

          (iv) Subject only to the  provisions of Sections  3.02,  3.03 and 4.02
     and clause (iii) above, each Competitive Bid shall be irrevocable.

     (d) Notice to Borrower of  Competitive  Bids. Not later than 11:00 a.m. (i)
on the requested  date of any Bid Borrowing  that is to consist of Absolute Rate
Loans,  or (ii)  three  Business  Days  prior to the  requested  date of any Bid
Borrowing that is to consist of Eurodollar Margin Bid Loans, the  Administrative
Agent  shall  notify  the  Borrower  of the  identity  of each  Lender  that has
submitted a Competitive  Bid that complies with Section 2.03(c) and of the terms
of the offers contained in each such Competitive Bid.
<PAGE>

     (e)  Acceptance of  Competitive  Bids. Not later than 11:30 a.m. (i) on the
requested  date of any Bid Borrowing  that is to consist of Absolute Rate Loans,
and (ii) three  Business Days prior to the  requested  date of any Bid Borrowing
that is to consist of Eurodollar Margin Bid Loans, the Borrower shall notify the
Administrative Agent of its acceptance or rejection of the offers notified to it
pursuant to Section 2.03(d). The Borrower shall be under no obligation to accept
any Competitive  Bid and may choose to reject all Competitive  Bids. In the case
of  acceptance,  such notice shall  specify the  aggregate  principal  amount of
Competitive  Bids for each  Interest  Period that is accepted.  The Borrower may
accept any Competitive Bid in whole or in part; provided that:

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

          (ii) the  principal  amount of each Bid Loan must be  $5,000,000  or a
     whole multiple of $1,000,000 in excess thereof;

          (iii)  the  acceptance  of  offers  may be made  only on the  basis of
     ascending  Absolute  Rates or Eurodollar  Bid Margins  within each Interest
     Period; and

          (iv) the  Borrower  may not  accept  any offer  that is  described  in
     Section   2.03(c)(iii)   or  that  otherwise   fails  to  comply  with  the
     requirements hereof.

     (f)  Procedure for  Identical  Bids. If two or more Lenders have  submitted
Competitive Bids at the same Absolute Rate or Eurodollar Bid Margin, as the case
may be, for the same  Interest  Period,  and the result of accepting all of such
Competitive  Bids in whole  (together with any other  Competitive  Bids at lower
Absolute Rates or Eurodollar Bid Margins,  as the case may be, accepted for such
Interest  Period in conformity with the  requirements  of Section  2.03(e)(iii))
would be to cause the aggregate  outstanding  principal amount of the applicable
Bid  Borrowing  to exceed the  amount  specified  therefor  in the  related  Bid
Request, then, unless otherwise agreed by the Borrower, the Administrative Agent
and such Lenders,  such Competitive Bids shall be accepted as nearly as possible
in  proportion  to the  amount  offered  by each such  Lender in respect of such
Interest  Period,  with such accepted amounts being rounded to the nearest whole
multiple of $1,000,000.

     (g)  Notice  to  Lenders  of   Acceptance   or  Rejection   of  Bids.   The
Administrative  Agent  shall  promptly  notify each  Lender  having  submitted a
Competitive Bid whether or not its offer has been accepted and, if its offer has
been  accepted,  of the  amount of the Bid Loan or Bid Loans to be made by it on
the date of the applicable Bid Borrowing. Any Competitive Bid or portion thereof
that is not accepted by the Borrower by the applicable time specified in Section
2.03(e) shall be deemed rejected.

     (h)  Notice of  Eurodollar  Rate.  If any Bid  Borrowing  is to  consist of
Eurodollar Margin Loans, the Administrative Agent shall determine the Eurodollar
Rate  for  the  relevant  Interest  Period,   and  promptly  after  making  such
determination,   shall  notify  the  Borrower  and  the  Lenders  that  will  be
participating in such Bid Borrowing of such Eurodollar Rate.
<PAGE>

     (i) Funding of Bid Loans.  Each Lender that has received notice pursuant to
Section  2.03(g) that all or a portion of its  Competitive Bid has been accepted
by the  Borrower  shall  make the  amount of its Bid  Loan(s)  available  to the
Administrative  Agent  in  immediately  available  funds  at the  Administrative
Agent's  Office  not  later  than  1:00 p.m.  on the date of the  requested  Bid
Borrowing.  Upon satisfaction of the applicable  conditions set forth in Section
4.02, the Administrative Agent shall make all funds so received available to the
Borrower in like funds as received by the Administrative Agent.

     (j) Notice of Range of Bids. After each Competitive Bid auction pursuant to
this  Section  2.03,  the  Administrative  Agent  shall  notify each Lender that
submitted  a  Competitive  Bid in such  auction of the ranges of bids  submitted
(without  the bidder's  name) and  accepted for each Bid Loan and the  aggregate
amount of each Bid Borrowing.


     2.04 Swing Line Loans.

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

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

     (c) Refinancing of Swing Line Loans.

          (i) The  Swing  Line  Lender  at any  time in its  sole  and  absolute
     discretion may request, on behalf of the Borrower (which hereby irrevocably
     authorizes  the Swing Line Lender to so request on its  behalf),  that each
     Lender make a Base Rate  Committed Loan in an amount equal to such Lender's
     Applicable  Percentage of the amount of Swing Line Loans then  outstanding.
     Such  request  shall be made in writing  (which  written  request  shall be
     deemed to be a Committed Loan Notice for purposes hereof) and in accordance
     with the  requirements  of Section 2.02,  without regard to the minimum and
     multiples  specified  therein for the principal  amount of Base Rate Loans,
     but subject to the unutilized portion of the Aggregate  Commitments and the
     conditions  set forth in Section 4.02.  The Swing Line Lender shall furnish
     the Borrower with a copy of the applicable  Committed Loan Notice  promptly
     after delivering such notice to the Administrative Agent. Each Lender shall
     make an amount equal to its Applicable  Percentage of the amount  specified
     in such  Committed  Loan Notice  available to the  Administrative  Agent in
     immediately available funds for the account of the Swing Line Lender at the
     Administrative Agent's Office not later than 1:00 p.m. on the day specified
     in such Committed Loan Notice,  whereupon,  subject to Section 2.04(c)(ii),
     each Lender that so makes  funds  available  shall be deemed to have made a
     Base Rate Committed Loan to the Borrower in such amount. The Administrative
     Agent shall remit the funds so received to the Swing Line Lender.

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

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

          (iv) Each Lender's  obligation to make Committed  Loans or to purchase
     and fund risk  participations  in Swing Line Loans pursuant to this Section
     2.04(c)  shall be absolute and  unconditional  and shall not be affected by
     any  circumstance,  including  (A) any  setoff,  counterclaim,  recoupment,
     defense or other right  which such  Lender may have  against the Swing Line
     Lender, the Borrower or any other Person for any reason whatsoever, (B) the
     occurrence or continuance of a Default, or (C) any other occurrence,  event
     or condition, whether or not similar to any of the foregoing; provided that
     each Lender's  obligation to make Committed  Loans pursuant to this Section
     2.04(c) is subject to the  conditions  set forth in Section  4.02.  No such
     funding  of risk  participations  shall  relieve  or  otherwise  impair the
     obligation  of the  Borrower  to repay  Swing  Line  Loans,  together  with
     interest as provided herein.
<PAGE>

     (d) Repayment of Participations.

          (i) At any time  after any  Lender  has  purchased  and  funded a risk
     participation  in a Swing Line Loan, if the Swing Line Lender  receives any
     payment on account of such  Swing  Line Loan,  the Swing Line  Lender  will
     distribute  to such  Lender  its  Applicable  Percentage  of  such  payment
     (appropriately  adjusted,  in the case of interest payments, to reflect the
     period of time during which such Lender's risk participation was funded) in
     the same funds as those received by the Swing Line Lender.

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

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

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

     2.05 Prepayments.

     (a) The Borrower may, upon notice to the Administrative  Agent, at any time
or from  time to time  voluntarily  prepay  Committed  Loans in whole or in part
without  premium or penalty;  provided  that (i) such notice must be received by
the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior
to any date of prepayment of Eurodollar Rate Committed Loans and (B) on the date
of prepayment of Base Rate  Committed  Loans;  (ii) any prepayment of Eurodollar
Rate  Committed  Loans shall be in a principal  amount of  $5,000,000 or a whole
multiple of $1,000,000 in excess thereof;  and (iii) any prepayment of Base Rate
Committed  Loans shall be in a principal  amount of $500,000 or a whole multiple
of $100,000 in excess  thereof or, in each case, if less,  the entire  principal
amount  thereof then  outstanding.  Each such notice shall  specify the date and
amount of such prepayment and the Type(s) of Committed Loans to be prepaid.  The
Administrative  Agent will  promptly  notify  each Lender of its receipt of each
such notice,  and of the amount of such Lender's  Applicable  Percentage of such
prepayment.  If such notice is given by the  Borrower,  the Borrower  shall make
such prepayment and the payment amount specified in such notice shall be due and
payable on the date specified therein.  Any prepayment of a Eurodollar Rate Loan
shall be accompanied  by all accrued  interest on the amount  prepaid,  together
with any  additional  amounts  required  pursuant  to  Section  3.05.  Each such
prepayment  shall be applied to the Committed Loans of the Lenders in accordance
with their respective Applicable Percentages.

     (b) No Bid Loan may be prepaid  without the prior consent of the applicable
Bid Loan Lender.

     (c) The Borrower  may, upon notice to the Swing Line Lender (with a copy to
the Administrative  Agent), at any time or from time to time, voluntarily prepay
Swing Line Loans in whole or in part without  premium or penalty;  provided that
(i) such notice must be received by the Swing Line Lender and the Administrative
Agent not later than 1:00 p.m. on the date of the prepayment,  and (ii) any such
prepayment shall be in a minimum principal amount of $1,000,000 or, if less, the
entire principal amount thereof then outstanding. Each such notice shall specify
the date and amount of such prepayment. If such notice is given by the Borrower,
the Borrower shall make such prepayment and the payment amount specified in such
notice shall be due and payable on the date specified therein.

     (d) If for any reason the Total  Outstandings at any time exceed the dollar
amount  of  the  Aggregate  Commitments  then  in  effect,  the  Borrower  shall
immediately prepay Loans in an aggregate amount equal to such excess.


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

     2.07 Repayment of Loans.

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

     (b) The Borrower  shall repay each Bid Loan on the last day of the Interest
Period in respect thereof.

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


     2.08 Interest.

     (a) Subject to the provisions of clause (b) below, (i) each Eurodollar Rate
Committed Loan shall bear interest on the outstanding  principal  amount thereof
for each Interest  Period at a rate per annum equal to the  Eurodollar  Rate for
such Interest  Period plus the  Applicable  Rate;  (ii) each Base Rate Committed
Loan shall bear interest on the  outstanding  principal  amount thereof from the
applicable borrowing date at a rate per annum equal to the Base Rate; (iii) each
Bid Loan shall bear interest on the outstanding principal amount thereof for the
Interest  Period  therefor at a rate per annum equal to the Eurodollar  Rate for
such  Interest  Period  plus (or minus) the  Eurodollar  Bid  Margin,  or at the
Absolute Rate for such Interest Period,  as the case may be; and (iv) each Swing
Line Loan shall bear interest on the outstanding  principal  amount thereof from
the applicable borrowing date at a rate per annum equal to the Base Rate.

     (b) While any Event of Default  exists,  the Borrower shall pay interest on
the principal amount of all outstanding  Obligations  hereunder at a fluctuating
interest  rate per annum at all times equal to the  Default  Rate to the fullest
extent  permitted by applicable  Laws.  Accrued and unpaid  interest on past due
amounts (including  interest on past due interest) shall be due and payable upon
demand.

     (c)  Interest  on each Loan shall be due and  payable in arrears on each of
the dates and in the manner set forth below and as otherwise specified herein:

          (i) on the Maturity Date,

          (ii) on the date of any payment or prepayment, in whole or in part, of
     principal  outstanding  on such Loan,  on the  principal  amount so paid or
     prepaid,

          (iii) on that  portion  of any Loans that are  declared  due and owing
     pursuant to Section 8.02(b),

          (iv) as to any Loan other than a Base Rate Loan,  the last day of each
     Interest  Period  applicable to such Loan and the Maturity  Date;  provided
     that if any  Interest  Period  for a  Eurodollar  Rate Loan  exceeds  three
     months,  interest  shall be due and payable on such Loans in arrears on the
     respective  dates that fall every three months after the  beginning of such
     Interest Period; and

          (v) as to any Base Rate Loan  (including a Swing Line Loan),  the last
     Business Day of each March, June, September and December.

     (d)  Interest  hereunder  shall be due and payable in  accordance  with the
terms hereof before and after judgment, and before and after the commencement of
any proceeding under any Debtor Relief Law.
<PAGE>

     2.09 Fees.

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

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


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


     2.11 Evidence of Debt.

     (a) The Credit  Extensions made by each Lender shall be evidenced by one or
more  accounts or records  maintained  by such Lender and by the  Administrative
Agent in the ordinary course of business.  The accounts or records maintained by
the  Administrative  Agent and each Lender shall be conclusive  absent  manifest
error of the amount of the Credit Extensions made by the Lenders to the Borrower
and the interest and payments thereon.  Any failure to so record or any error in
doing so shall not,  however,  limit or otherwise  affect the  obligation of the
Borrower  hereunder to pay any amount owing with respect to the Obligations.  In
the event of any conflict  between the accounts  and records  maintained  by any
Lender and the  accounts and records of the  Administrative  Agent in respect of
such matters, the accounts and records of the Administrative Agent shall control
in the absence of manifest  error.  Upon the request of any Lender made  through
the Administrative  Agent, the Borrower shall execute and deliver to such Lender
(through the  Administrative  Agent) a Note,  which shall evidence such Lender's
Loans in addition to such accounts or records.  Each Lender may attach schedules
to its Note and  endorse  thereon  the date,  Type (if  applicable),  amount and
maturity of its Loans and payments with respect thereto.
<PAGE>

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


     2.12 Payments Generally; Administrative Agent's Clawback.

     (a) General.  All payments to be made by the Borrower shall be made without
condition or deduction  for any  counterclaim,  defense,  recoupment  or setoff.
Except as  otherwise  expressly  provided  herein,  all payments by the Borrower
hereunder  shall be made to the  Administrative  Agent,  for the  account of the
respective Lenders to which such payment is owed, at the Administrative  Agent's
Office in Dollars and in immediately available funds not later than 2:00 p.m. on
the date specified herein. The Administrative  Agent will promptly distribute to
each Lender its  Applicable  Percentage (or other  applicable  share as provided
herein) of such  payment  in like funds as  received  by wire  transfer  to such
Lender's Lending Office. All payments received by the Administrative Agent after
2:00 p.m. shall be deemed received on the next  succeeding  Business Day and any
applicable  interest or fee shall continue to accrue.  If any payment to be made
by the Borrower shall come due on a day other than a Business Day, payment shall
be made on the next following  Business Day, and such extension of time shall be
reflected in computing interest or fees, as the case may be.

     (b) (i) Funding by Lenders; Presumption by Administrative Agent. Unless the
Administrative  Agent  shall have  received  notice  from a Lender  prior to the
proposed  date of any Committed  Borrowing of Eurodollar  Rate Loans (or, in the
case of any Committed  Borrowing of Base Rate Loans,  prior to 12:00 noon on the
date of such  Committed  Borrowing)  that such Lender will not make available to
the Administrative  Agent such Lender's share of such Committed  Borrowing,  the
Administrative  Agent may assume that such Lender has made such share  available
on such date in  accordance  with  Section  2.02 (or, in the case of a Committed
Borrowing of Base Rate Loans,  that such Lender has made such share available in
accordance  with and at the time  required by Section 2.02) and may, in reliance
upon such assumption,  make available to the Borrower a corresponding amount. In
such  event,  if a  Lender  has not in fact  made its  share  of the  applicable
Committed Borrowing  available to the Administrative  Agent, then the applicable
Lender  and the  Borrower  severally  agree to pay to the  Administrative  Agent
forthwith on demand such  corresponding  amount in immediately  available  funds
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 (A) in the case of a payment to be made by such Lender,
the  greater  of  the  Federal   Funds  Rate  and  a  rate   determined  by  the
Administrative  Agent in  accordance  with banking  industry  rules on interbank
compensation  and (B) in the case of a payment to be made by the  Borrower,  the
interest  rate  applicable  to Base Rate Loans.  If the Borrower and such Lender
shall  pay  such  interest  to the  Administrative  Agent  for  the  same  or an
overlapping  period,  the  Administrative  Agent  shall  promptly  remit  to the
Borrower the amount of such  interest  paid by the Borrower for such period.  If
such  Lender  pays  its  share  of the  applicable  Committed  Borrowing  to the
Administrative  Agent,  then the amount so paid shall  constitute  such Lender's
Committed Loan included in such Committed Borrowing. Any payment by the Borrower
shall be without  prejudice  to any claim the Borrower may have against a Lender
that shall have failed to make such payment to the Administrative Agent.
<PAGE>

     (ii) Payments by Borrower; Presumptions by Administrative Agent. 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  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, 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, as the
case may be, severally agrees to repay to the Administrative  Agent forthwith on
demand the amount so distributed to such Lender, in immediately  available funds
with interest  thereon,  for each day from and including the date such amount is
distributed  to it to but  excluding  the date of payment to the  Administrative
Agent,  at the greater of the Federal  Funds Rate and a rate  determined  by the
Administrative  Agent in  accordance  with banking  industry  rules on interbank
compensation.

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

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

     (d)  Obligations  of  Lenders  Several.  The  obligations  of  the  Lenders
hereunder to make Committed  Loans, to fund  participations  in Swing Line Loans
and to make payments pursuant to Section 10.04(c) are several and not joint. The
failure of any Lender to make any Committed Loan, to fund any such participation
or to make any payment  under Section  10.04(c) on any date  required  hereunder
shall not relieve any other Lender of its  corresponding  obligation to do so on
such  date,  and no Lender  shall be  responsible  for the  failure of any other
Lender to so make its Committed Loan, to purchase its  participation  or to make
its payment under Section 10.04(c).

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

     2.13 Sharing of Payments by Lenders. If any Lender shall, by exercising any
right of setoff or counterclaim  or otherwise,  obtain payment in respect of any
principal  of or  interest  on any of the  Committed  Loans  made by it,  or the
participations  in  Swing  Line  Loans  held by it  resulting  in such  Lender's
receiving  payment of a proportion  of the  aggregate  amount of such  Committed
Loans or  participations  and accrued interest thereon greater than its pro rata
share  thereof as  provided  herein,  then the  Lender  receiving  such  greater
proportion  shall (a) notify  the  Administrative  Agent of such  fact,  and (b)
purchase  (for cash at face value)  participations  in the  Committed  Loans and
subparticipations  in Swing Line Loans of the other Lenders,  or make such other
adjustments  as shall be  equitable,  so that the  benefit of all such  payments
shall be shared by the Lenders ratably in accordance  with the aggregate  amount
of principal of and accrued  interest on their  respective  Committed  Loans and
other amounts owing them, provided that:

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

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

     2.14 Increase in Commitments.

     (a) Request for Increase.  Provided there exists no Default, upon notice to
the Administrative Agent (which shall promptly notify the Lenders), the Borrower
may from time to time,  request an increase in the Aggregate  Commitments  by an
amount (for all such  requests)  not exceeding  $100,000,000;  provided that any
such request for an increase shall be in a minimum amount of $25,000,000. At the
time  of  sending  such  notice,   the  Borrower  (in   consultation   with  the
Administrative  Agent) shall specify the time period within which each Lender is
requested to respond  (which  shall in no event be less than ten  Business  Days
from the date of delivery of such notice to the Lenders).

     (b)  Lender   Elections   to   Increase.   Each  Lender  shall  notify  the
Administrative  Agent  within  such  time  period  whether  or not it  agrees to
increase its Commitment and, if so, whether by an amount equal to, greater than,
or less than its Applicable  Percentage of such requested  increase.  Any Lender
not  responding  within  such time  period  shall be deemed to have  declined to
increase its Commitment.
<PAGE>

     (c)  Notification  by  Administrative   Agent;   Additional  Lenders.   The
Administrative  Agent shall  notify the Borrower and each Lender of the Lenders'
responses  to each  request  made  hereunder.  To achieve  the full  amount of a
requested  increase  and  subject to the  approval of the  Administrative  Agent
(which  approval shall not be unreasonably  withheld),  and so long as each then
existing  Lender  has  been  provided  a  prior   opportunity  to  increase  its
Commitment, the Borrower may also invite additional Eligible Assignees to become
Lenders  pursuant to a joinder  agreement in form and substance  satisfactory to
the Administrative Agent and its counsel.

     (d)  Effective  Date and  Allocations.  If the  Aggregate  Commitments  are
increased in accordance  with this  Section,  the  Administrative  Agent and the
Borrower shall determine the effective date (the "Increase  Effective Date") and
the final allocation of such increase.  The Administrative  Agent shall promptly
notify the Borrower and the Lenders of the final allocation of such increase and
the Increase Effective Date.

     (e) Conditions to  Effectiveness of Increase.  As a condition  precedent to
any such  increase,  the Borrower  shall deliver to the  Administrative  Agent a
certificate  dated as of the Increase  Effective Date (in sufficient  copies for
each Lender) signed by a Responsible  Officer of the Borrower (i) certifying and
attaching  the  resolutions  adopted by the Borrower  approving or consenting to
such increase,  and (ii) certifying that, before and after giving effect to such
increase,  (A) the representations and warranties contained in Article V and the
other Loan  Documents  are true and correct on and as of the Increase  Effective
Date, except to the extent that such representations and warranties specifically
refer to an earlier  date,  in which  case they are true and  correct as of such
earlier  date,  and  except  that,  for  purposes  of  this  Section  2.14,  the
representations and warranties  contained in clauses (a) and (b) of Section 5.05
shall be deemed to refer to the most  recent  statements  furnished  pursuant to
clauses (a) and (b),  respectively,  of Section 6.01,  (B) no Default exists and
(C) for the period of the most  recently  completed  four full  fiscal  quarters
immediately preceding the Increase Effective Date, the Borrower is in compliance
with the  covenants  set  forth in  Section  7.11  (which  certificate  shall be
prepared  in good  faith and in a manner  and using  such  methodology  which is
consistent  with the most  recent  financial  statements  delivered  pursuant to
Section 6.01 and shall  evidence  such  compliance in  reasonable  detail).  The
Borrower shall prepay any Committed Loans outstanding on the Increase  Effective
Date (and pay any additional  amounts required  pursuant to Section 3.05) to the
extent  necessary  to keep the  outstanding  Committed  Loans  ratable  with any
revised  Applicable  Percentages  arising  from any  nonratable  increase in the
Commitments under this Section.

     (f) Conflicting Provisions.  This Section shall supersede any provisions in
Sections 2.13 or 10.01 to the contrary.
<PAGE>

                                  ARTICLE III.
                     TAXES, YIELD PROTECTION AND ILLEGALITY

     3.01 Taxes.

     (a)  Payments  Free of Taxes.  Any and all payments by or on account of any
obligation of the Borrower  hereunder or under any other Loan Document  shall be
made free and clear of and without  reduction or withholding for any Indemnified
Taxes or Other  Taxes,  provided  that if the  Borrower  shall  be  required  by
applicable law to deduct any Indemnified  Taxes (including any Other Taxes) from
such payments,  then (i) the sum payable shall be increased as necessary so that
after  making  all  required  deductions  (including  deductions  applicable  to
additional sums payable under this Section) the Administrative  Agent or Lender,
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 timely pay the full amount deducted to the relevant
Governmental Authority in accordance with applicable law.

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

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

     (d)  Evidence  of  Payments.  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.

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

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

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

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

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

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

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


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

     3.03 Inability to Determine Rates. If the Required  Lenders  determine that
for any reason in  connection  with any request for a Eurodollar  Rate Loan or a
conversion  to or  continuation  thereof that (a) Dollar  deposits are not being
offered to banks in the London  interbank  eurodollar  market for the applicable
amount and  Interest  Period of such  Eurodollar  Rate Loan,  (b)  adequate  and
reasonable  means do not  exist  for  determining  the  Eurodollar  Rate for any
requested  Interest Period with respect to a proposed  Eurodollar Rate Committed
Loan, or (c) the Eurodollar Rate for any requested  Interest Period with respect
to a proposed  Eurodollar  Rate  Committed  Loan does not  adequately and fairly
reflect the cost to such Lenders of funding such Loan, the Administrative  Agent
will promptly so notify the Borrower and each Lender. Thereafter, the obligation
of the Lenders to make or  maintain  Eurodollar  Rate Loans  shall be  suspended
until the  Administrative  Agent (upon the instruction of the Required  Lenders)
revokes  such notice.  Upon receipt of such notice,  the Borrower may revoke any
pending request for a Borrowing of,  conversion to or continuation of Eurodollar
Rate  Committed  Loans or,  failing that,  will be deemed to have converted such
request  into a request  for a  Committed  Borrowing  of Base Rate  Loans in the
amount specified therein.


     3.04 Increased Costs; Reserves on Eurodollar Rate Loans.

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

          (i) impose,  modify or deem applicable any reserve,  special  deposit,
     compulsory loan, insurance charge or similar requirement against assets of,
     deposits with or for the account of, or credit  extended or participated in
     by, any Lender  (except any  reserve  requirement  contemplated  by Section
     3.04(e));

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

          (iii)  impose on any Lender or the London  interbank  market any other
     condition,  cost or expense  affecting  this  Agreement or Eurodollar  Rate
     Loans made by such Lender;

and the result of any of the  foregoing  shall be to  increase  the cost to such
Lender of making or maintaining  any Eurodollar Rate Loan (or of maintaining its
obligation to make any such Loan), or to increase the cost to such Lender, or to
reduce the amount of any sum  received or  receivable  by such Lender  hereunder
(whether of principal,  interest or any other amount) then, upon request of such
Lender,  the  Borrower  will  pay to such  Lender,  as the  case  may  be,  such
additional amount or amounts as will compensate such Lender, as the case may be,
for such additional costs incurred or reduction suffered.

     (b) Capital  Requirements.  If any Lender determines that any Change in Law
affecting  such  Lender or any Lending  Office of such  Lender or such  Lender's
holding company,  if any,  regarding capital  requirements has or would have the
effect of reducing the rate of return on such Lender's capital or on the capital
of such Lender's  holding  company,  if any, as a consequence of this Agreement,
the  Commitments  of such  Lender or the Loans made by such  Lender,  to a level
below  that  which  such  Lender or such  Lender's  holding  company  could have
achieved but for such Change in Law (taking  into  consideration  such  Lender's
policies  and the  policies of such  Lender's  holding  company  with respect to
capital  adequacy),  then from time to time the Borrower will pay to such Lender
such  additional  amount  or  amounts  as will  compensate  such  Lender or such
Lender's holding company for any such reduction suffered.
<PAGE>

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

     (d) Delay in Requests. Failure or delay on the part of any Lender to demand
compensation  pursuant to the  foregoing  provisions  of this Section  shall not
constitute a waiver of such Lender's right to demand such compensation, provided
that the Borrower  shall not be required to compensate a Lender  pursuant to the
foregoing  provisions  of this  Section  for any  increased  costs  incurred  or
reductions suffered more than nine months prior to the date that such Lender, 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   intention  to  claim
compensation  therefor  (except  that,  if the Change in Law giving rise to such
increased  costs  or  reductions  is  retroactive,  then the  nine-month  period
referred to above shall be extended to include the period of retroactive  effect
thereof).

     (e)  Reserves on  Eurodollar  Rate Loans.  The  Borrower  shall pay to each
Lender,  as long as such Lender  shall be required  to  maintain  reserves  with
respect to liabilities or assets consisting of or including  Eurocurrency  funds
or deposits (currently known as "Eurocurrency liabilities"), additional interest
on the unpaid  principal amount of each Eurodollar Rate Loan equal to the actual
costs of such reserves  allocated to such Loan by such Lender (as  determined by
such Lender in good faith, which determination shall be conclusive), which shall
be due and  payable  on each date on which  interest  is  payable  on such Loan,
provided the Borrower shall have received at least 10 days' prior notice (with a
copy to the Administrative  Agent) of such additional interest from such Lender.
If a Lender  fails to give  notice 10 days prior to the  relevant  date on which
interest  is payable on such Loan,  such  additional  interest  shall be due and
payable 10 days from receipt of such notice.


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

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

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

     (c) any  assignment of a Eurodollar  Rate Loan on a day other than the last
day of the  Interest  Period  therefor as a result of a request by the  Borrower
pursuant to Section 10.13;

including any loss or expense  arising from the  liquidation or  reemployment of
funds obtained by it to maintain such Loan or from fees payable to terminate the
deposits from which such funds were  obtained.  The Borrower  shall also pay any
customary  administrative  fees  charged by such Lender in  connection  with the
foregoing.

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


     3.06 Mitigation Obligations; Replacement of Lenders.

     (a)  Designation  of a Different  Lending  Office.  If any Lender  requests
compensation  under  Section  3.04,  or 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 3.01, or if any Lender gives a notice pursuant to
Section  3.02,  then such Lender  shall use  reasonable  efforts to  designate a
different Lending Office for funding or booking its Loans hereunder or to assign
its rights and  obligations  hereunder  to another of its  offices,  branches or
affiliates,  if, in the judgment of such Lender,  such designation or assignment
(i) would eliminate or reduce amounts payable  pursuant to Section 3.01 or 3.04,
as the case may be, in the future, or eliminate the need for the notice pursuant
to Section 3.02, as  applicable,  and (ii) in each case,  would not subject such
Lender  to  any  unreimbursed  cost  or  expense  and  would  not  otherwise  be
disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable
costs  and  expenses  incurred  by  any  Lender  in  connection  with  any  such
designation or assignment.

     (b)  Replacement  of Lenders.  If any Lender  requests  compensation  under
Section 3.04, 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 3.01,  the Borrower may replace such Lender in  accordance  with Section
10.13.


     3.07  Survival.  All of the Borrower's  obligations  under this Article III
shall  survive  termination  of the Aggregate  Commitments  and repayment of all
other Obligations hereunder.
<PAGE>

                                  ARTICLE IV.
                    CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

     4.01 Conditions of Initial Credit Extension.  The obligation of each Lender
to make its initial Credit Extension hereunder is subject to satisfaction of the
following conditions precedent:

     (a) The  Administrative  Agent's  receipt of the  following,  each of which
shall be  originals  or  telecopies  (followed  promptly  by  originals)  unless
otherwise  specified,  each properly  executed by a  Responsible  Officer of the
Borrower,  each  dated the  Closing  Date (or,  in the case of  certificates  of
governmental  officials, a recent date before the Closing Date) and each in form
and substance satisfactory to the Administrative Agent and each of the Lenders:

          (i) executed counterparts of this Agreement,  sufficient in number for
     distribution to the Administrative Agent, each Lender and the Borrower;

          (ii)  a  Note  executed  by the  Borrower  in  favor  of  each  Lender
     requesting a Note;

          (iii) (A) a  certificate  of good  standing for the Borrower  from the
     Secretary of State of New York; (B) certified  copies of the certificate of
     incorporation  and by-laws or other similar  Organization  Documents of the
     Borrower;  and (C) a certificate of the Secretary or an Assistant Secretary
     of the Borrower certifying:  (1) that its by-laws have not been amended (or
     if there has been any such amendment,  attaching a certified copy thereof);
     (2) that  attached  thereto  is a true  and  complete  copy of  resolutions
     adopted  by  the  Board  of  Directors  of  the  Borrower  authorizing  the
     execution,  delivery and performance of this Agreement,  the Notes (if any)
     and the Fee  Letter,  and the  borrowings  and other  extensions  of credit
     hereunder;   and  (3)  the  incumbency  and  specimen   signature  of  each
     Responsible  Officer of the Borrower  that is, or will be,  executing  each
     Loan Document and any certificates or instruments furnished pursuant hereto
     or  thereto,  and a  certification  by another  Responsible  Officer of the
     Borrower  as  to  the  incumbency  and  signature  of  the   aforementioned
     Responsible Officer(s);

          (iv) a  favorable  opinion  of (A)  Sidley  Austin  Brown & Wood  LLP,
     counsel to the  Borrower,  and (B) Gary M. Rinck,  internal  counsel to the
     Borrower,  in each case,  addressed  to the  Administrative  Agent and each
     Lender and substantially in the form of Exhibit G;

          (v) a certificate of a Responsible  Officer of the Borrower either (A)
     attaching  copies of all  consents,  licenses  and  approvals  required  in
     connection with the execution, delivery and performance by the Borrower and
     the validity  against the Borrower of this Agreement and the Notes, if any,
     and such  consents,  licenses  and  approvals  shall be in full  force  and
     effect, or (B) stating that no such consents,  licenses or approvals are so
     required;

          (vi) a  certificate  signed by a  Responsible  Officer of the Borrower
     certifying  (A) that the conditions  specified in Sections  4.02(a) and (b)
     have been satisfied, (B) that there has been no event or circumstance since
     the  date of the  Audited  Financial  Statements  that  has had or could be
     reasonably  expected to have,  either  individually or in the aggregate,  a
     Material  Adverse Effect,  (C) a calculation of the  Consolidated  Leverage
     Ratio  as of the  last  day of the  fiscal  quarter  of the  Borrower  most
     recently  ended prior to the Closing Date (or such earlier period for which
     information  is  available),  and (D)  that  both  immediately  before  and
     immediately after giving effect to the initial Credit Extension each of (i)
     the Borrower and (ii) the Borrower and its Consolidated Subsidiaries, taken
     as a whole, are Solvent;

          (vii) a duly  completed  Compliance  Certificate as of the last day of
     the fiscal  quarter of the  Borrower  ended on July 31,  2005,  signed by a
     Responsible Officer of the Borrower;

          (viii) evidence that all insurance required to be maintained  pursuant
     to the Loan Documents has been obtained and is in effect;
<PAGE>

          (ix)  evidence  that (A) the  Existing  Credit  Agreement  has been or
     concurrently  with the Closing Date is being  terminated,  all  obligations
     thereunder  have been  repaid in full and all  Liens  securing  obligations
     under the Existing  Credit  Agreement  have been or  concurrently  with the
     Closing Date are being  released and (B) the RBS Credit  Agreement has been
     amended   pursuant  to  an  amendment  that  is,  in  form  and  substance,
     satisfactory to the Administrative Agent; and

          (x)  such  other  assurances,  certificates,  documents,  consents  or
     opinions as the Administrative Agent, the Swing Line Lender or the Required
     Lenders reasonably may require.

     (b) The  Administrative  Agent and each  Lender  shall  have  received  all
Patriot Act Disclosures requested by them prior to execution of this Agreement.

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

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

     (e) The Closing Date shall have occurred on or before November 15, 2005.

     Without  limiting the  generality of the  provisions  of Section 9.04,  for
purposes of determining compliance with the conditions specified in this Section
4.01,  each  Lender  that has  signed  this  Agreement  shall be  deemed to have
consented  to,  approved or accepted or to be satisfied  with,  each document or
other matter required thereunder to be consented to or approved by or acceptable
or satisfactory to a Lender unless the Administrative  Agent shall have received
notice  from such Lender  prior to the  proposed  Closing  Date  specifying  its
objection thereto.


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

     (a) The  representations,  warranties  and  certifications  of the Borrower
contained in Article V or any other Loan Document, or which are contained in any
document  furnished at any time under or in  connection  herewith or  therewith,
shall be true and correct on and as of the date of such Credit Extension, except
to  the  extent  that  such   representations,   warranties  and  certifications
specifically  refer to an  earlier  date,  in which  case they shall be true and
correct as of such  earlier  date,  and except that for purposes of this Section
4.02, the  representations  and  warranties  contained in clauses (a) and (b) of
Section  5.05 shall be deemed to refer to the most recent  statements  furnished
pursuant to clauses (a) and (b), respectively, of Section 6.01.

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

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

     Each  Request for Credit  Extension  (other  than a  Committed  Loan Notice
requesting  only a  conversion  of  Committed  Loans  to  the  other  Type  or a
continuation of Eurodollar Rate Committed Loans) submitted by the Borrower shall
be deemed to be a representation  and warranty that the conditions  specified in
clauses (a) and (b) of Section 4.02 have been satisfied on and as of the date of
the applicable Credit Extension.


                                   ARTICLE V.
                         REPRESENTATIONS AND WARRANTIES

     The Borrower  represents and warrants to the  Administrative  Agent and the
Lenders that:


     5.01  Existence,  Qualification  and Power.  The  Borrower  and each of its
Subsidiaries  (a) is duly  organized  or formed,  validly  existing  and in good
standing  under  the  Laws  of  the   jurisdiction  of  its   incorporation   or
organization,  (b) has all  requisite  power  and  authority  and all  requisite
governmental  licenses,  authorizations,  consents  and  approvals to (i) own or
lease its assets and carry on its business and (ii) execute, deliver and perform
its obligations under the Loan Documents to which it is a party, and (c) is duly
qualified  and is  licensed  and  in  good  standing  under  the  Laws  of  each
jurisdiction  where its  ownership,  lease or  operation  of  properties  or the
conduct of its business requires such  qualification or license;  except in each
case  referred to in clause  (b)(i) or (c), to the extent that  failure to do so
could not reasonably be expected to have a Material Adverse Effect.


     5.02  Authorization;   No  Contravention.   The  execution,   delivery  and
performance by the Borrower of each Loan Document,  have been duly authorized by
all necessary corporate or other organizational  action, and do not and will not
(a) contravene the terms of any of the Borrower's  Organization  Documents;  (b)
conflict  with or result in any breach or  contravention  of, or the creation of
any Lien under,  or require any payment to be made under (i) any security issued
by the Borrower or any other material Contractual  Obligation (including the RBS
Credit  Agreement) to which the Borrower is a party or affecting the Borrower or
the  properties  of the Borrower or any of its  Subsidiaries  or (ii) any order,
injunction,  writ or decree of any Governmental  Authority or any arbitral award
to which the  Borrower or its  property is subject;  or (c) violate any Law. The
Borrower and each of its  Subsidiaries  is in  compliance  with all  Contractual
Obligations  referred to in clause (b)(i),  except to the extent that failure to
do so could not reasonably be expected to have a Material Adverse Effect.


     5.03  Governmental  Authorization;  Other Consents.  No approval,  consent,
exemption,  authorization, or other action by, or notice to, or filing with, any
Governmental  Authority  or  any  other  Person  is  necessary  or  required  in
connection  with the  execution,  delivery  or  performance  by, or  enforcement
against, the Borrower of this Agreement or any other Loan Document.


     5.04 Binding Effect. This Agreement has been, and each other Loan Document,
when  delivered  hereunder,  will have been,  duly executed and delivered by the
Borrower.  This  Agreement  constitutes,  and each other Loan  Document  when so
delivered  will  constitute,  a  legal,  valid  and  binding  obligation  of the
Borrower,  enforceable against the Borrower in accordance with its terms, except
as may be limited  by  bankruptcy,  insolvency,  reorganization,  moratorium  or
similar laws relating to or limiting creditor's rights generally or by equitable
principles relating to enforceability.
<PAGE>

     5.05 Financial Statements;  No Material Adverse Effect; No Internal Control
Event.

     (a) The Audited  Financial  Statements (i) were prepared in accordance with
GAAP  consistently  applied  throughout  the period covered  thereby,  except as
otherwise  expressly noted therein;  (ii) fairly present the financial condition
of the Borrower and its Subsidiaries as of the date thereof and their results of
operations for the period covered thereby in accordance  with GAAP  consistently
applied  throughout the period covered  thereby,  except as otherwise  expressly
noted therein;  and (iii) show all material  indebtedness and other liabilities,
direct  or  contingent,  of the  Borrower  and its  Subsidiaries  as of the date
thereof, including liabilities for taxes, material commitments and Indebtedness.

     (b) The  unaudited  consolidated  balance  sheet  of the  Borrower  and its
Subsidiaries  dated July 31, 2005,  and the related  consolidated  statements of
income or operations, shareholders' equity and cash flows for the fiscal quarter
ended on that  date (i) were  prepared  in  accordance  with  GAAP  consistently
applied  throughout the period covered  thereby,  except as otherwise  expressly
noted therein,  and (ii) fairly present the financial  condition of the Borrower
and its  Subsidiaries as of the date thereof and their results of operations for
the period covered thereby, subject, in the case of clauses (i) and (ii), to the
absence of footnotes and to normal  year-end  audit  adjustments.  Schedule 5.05
sets  forth  all  material   indebtedness  and  other  liabilities,   direct  or
contingent,  of the Borrower and its consolidated Subsidiaries as of the date of
such financial statements, including liabilities for taxes, material commitments
and Indebtedness.

     (c) Since the date of the Audited Financial  Statements,  there has been no
event or circumstance,  either individually or in the aggregate, that has had or
could reasonably be expected to have a Material Adverse Effect.

     (d) Since the date of the Audited Financial Statements, no Internal Control
Event has occurred.

     (e) Each of (i) the Borrower  and (ii) the  Borrower  and its  Consolidated
Subsidiaries taken as a whole, both before and after giving effect to the Credit
Extensions with respect to which this representation and warranty is being made,
is Solvent.

     (f) The consolidated  forecasted balance sheet and statements of income and
cash flows of the Borrower and its  Subsidiaries  delivered  pursuant to Section
6.01(c)  were  prepared  in good  faith on the basis of the  assumptions  stated
therein,  which assumptions were fair in light of the conditions existing at the
time of delivery of such forecasts,  and  represented,  at the time of delivery,
the  Borrower's   reasonable  good  faith  estimate  of  its  future   financial
performance.


     5.06  Litigation.  There  are no  actions,  suits,  proceedings,  claims or
disputes  pending or, to the  knowledge of the  Borrower  after due and diligent
investigation,  threatened or contemplated, at law, in equity, in arbitration or
before any  Governmental  Authority,  by or against  the  Borrower or any of its
Subsidiaries or against any of their  properties or revenues that (a) purport to
affect or pertain to this  Agreement or any other Loan  Document,  or any of the
transactions  contemplated hereby, or (b) are reasonably likely to be determined
adversely  to the  Borrower  or  the  applicable  Subsidiary  and  that,  either
individually or in the aggregate,  if determined adversely,  could reasonably be
expected to have a Material Adverse Effect.
<PAGE>

     5.07 No Default.  Neither the  Borrower  nor any  Subsidiary  is in default
under  or  with  respect  to  any  Contractual  Obligation  that  could,  either
individually  or in the  aggregate,  reasonably  be  expected to have a Material
Adverse  Effect.  No Default has occurred and is continuing or would result from
the consummation of the transactions contemplated by this Agreement or any other
Loan Document.


     5.08 Ownership of Property; Liens. Each of the Borrower and each Subsidiary
has good  record  and  marketable  title in fee  simple  to, or valid  leasehold
interests in, all real property necessary or used in the ordinary conduct of its
business,  except for such defects in title as could not, individually or in the
aggregate,  reasonably  be  expected  to have a  Material  Adverse  Effect.  The
property of the Borrower and its Subsidiaries is subject to no Liens, other than
Liens permitted by Section 7.01.


     5.09 Environmental Compliance. The Borrower and its Subsidiaries conduct in
the ordinary course of business a review of the effect of existing Environmental
Laws and claims alleging potential  liability or responsibility for violation of
any Environmental Law on their respective businesses, operations and properties,
and as a  result  thereof  the  Borrower  has  reasonably  concluded  that  such
Environmental  Laws and claims  could  not,  individually  or in the  aggregate,
reasonably be expected to have a Material Adverse Effect.


     5.10  Insurance.  The properties of the Borrower and its  Subsidiaries  are
insured with financially sound and reputable  insurance companies not Affiliates
of the Borrower,  in such amounts, with such deductibles and covering such risks
as are customarily carried by companies engaged in similar businesses and owning
similar properties in localities where the Borrower or the applicable Subsidiary
operates.


     5.11 Taxes. The Borrower and its Subsidiaries have filed all Federal, state
and other material tax returns and reports  required to be filed,  and have paid
all  Federal,  state  and  other  material  taxes,  assessments,  fees and other
governmental charges levied or imposed upon them or their properties,  income or
assets otherwise due and payable, except those which are being contested in good
faith by  appropriate  proceedings  diligently  conducted and for which adequate
reserves have been provided in  accordance  with GAAP.  There is no proposed tax
assessment  against the Borrower or any Subsidiary  that would,  if made, have a
Material  Adverse  Effect.  Neither the Borrower nor any of its  Subsidiaries is
party to any tax sharing agreement.


     5.12 ERISA Compliance.

     (a) Each Plan is in compliance in all material respects with the applicable
provisions of ERISA, the Code and other Federal or state Laws. Each Plan that is
intended to qualify  under  Section  401(a) of the Code has received a favorable
determination  letter  from  the IRS or an  application  for  such a  letter  is
currently  being  processed  by the IRS with  respect  thereto  and, to the best
knowledge of the Borrower,  nothing has occurred which would  prevent,  or cause
the loss of, such qualification. The Borrower and each ERISA Affiliate have made
all required  contributions to each Plan subject to Section 412 of the Code, and
no application for a funding waiver or an extension of any  amortization  period
pursuant to Section 412 of the Code has been made with respect to any Plan.
<PAGE>

     (b)  There  are no  pending  or,  to the best  knowledge  of the  Borrower,
threatened claims, actions or lawsuits, or action by any Governmental Authority,
with  respect to any Plan that could  reasonably  be expected to have a Material
Adverse  Effect.  There has been no prohibited  transaction  or violation of the
fiduciary  responsibility  rules with  respect to any Plan that has  resulted or
could reasonably be expected to result in a Material Adverse Effect.

     (c) (i) No ERISA  Event has  occurred or is  reasonably  expected to occur;
(ii) no Pension  Plan has any  Unfunded  Pension  Liability;  (iii)  neither the
Borrower nor any ERISA Affiliate has incurred,  or reasonably  expects to incur,
any  liability  under Title IV of ERISA with  respect to any Pension Plan (other
than premiums due and not delinquent under Section 4007 of ERISA);  (iv) neither
the Borrower nor any ERISA  Affiliate  has incurred,  or  reasonably  expects to
incur, any liability (and no event has occurred which, with the giving of notice
under Section 4219 of ERISA, would result in such liability) under Sections 4201
or 4243 of ERISA with  respect to a  Multiemployer  Plan;  and (v)  neither  the
Borrower  nor any ERISA  Affiliate  has engaged in a  transaction  that could be
subject to Sections 4069 or 4212(c) of ERISA.


     5.13 Subsidiaries; Equity Interests. The Borrower has no Subsidiaries other
than those  specifically  disclosed in Part (a) of Schedule 5.13, and all of the
outstanding  Equity Interests in such Subsidiaries have been validly issued, are
fully paid and  nonassessable  and are owned by the Borrower or a Subsidiary  in
the amounts  specified on Part (a) of Schedule 5.13 free and clear of all Liens.
The Borrower has no equity  investments in any other corporation or entity other
than those specifically disclosed in Part (b) of Schedule 5.13.


     5.14 Margin  Regulations;  Investment  Company Act;  Public Utility Holding
Company Act.

     (a) The Borrower is not engaged and will not engage,  principally or as one
of its important  activities,  in the business of purchasing or carrying  margin
stock  (within  the meaning of  Regulation  U issued by the FRB),  or  extending
credit for the purpose of  purchasing or carrying  margin stock.  No proceeds of
any Loan will be used to purchase or carry  margin  stock (in  contravention  of
Regulation X).

     (b) None of the  Borrower,  any Person  Controlling  the  Borrower,  or any
Subsidiary (i) is a "holding  company," or a "subsidiary  company" of a "holding
company," or an "affiliate" of a "holding company" or of a "subsidiary  company"
of a "holding company," within the meaning of the Public Utility Holding Company
Act of  1935,  or (ii) is or is  required  to be  registered  as an  "investment
company" under the Investment Company Act of 1940.


     5.15 Disclosure. The Borrower has disclosed to the Administrative Agent and
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,  could  reasonably be expected to
result in a Material Adverse Effect. No report, financial statement, certificate
or other  written  information  furnished by or on behalf of the Borrower or any
Subsidiary  to the  Administrative  Agent or any Lender in  connection  with the
transactions  contemplated  hereby  and the  negotiation  of this  Agreement  or
delivered  hereunder or under any other Loan Document (in each case, as modified
or  supplemented  by other  information  so  furnished)  contains  any  material
misstatement  of fact or omits to state any material fact  necessary to make the
statements  therein,  in the light of the  circumstances  under  which they were
made,  not  misleading;  provided  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.
<PAGE>

     5.16  Compliance  with Laws. Each of the Borrower and each Subsidiary is in
compliance in all material  respects with the  requirements  of all Laws and all
orders,  writs,  injunctions and decrees  applicable to it or to its properties,
except in such instances in which (a) such  requirement  of Law or order,  writ,
injunction or decree is being contested in good faith by appropriate proceedings
diligently conducted or (b) the failure to comply therewith, either individually
or in the aggregate, could not reasonably be expected to have a Material Adverse
Effect.

     5.17   Intellectual   Property;   Licenses,   Etc.  The  Borrower  and  its
Subsidiaries  own, or possess the right to use, all of the  trademarks,  service
marks, trade names, copyrights, patents, patent rights, franchises, licenses and
other  intellectual  property  rights  (collectively,   "IP  Rights")  that  are
reasonably necessary for the operation of their respective  businesses,  without
conflict  with the  rights of any other  Person.  To the best  knowledge  of the
Borrower,  no slogan or other  advertising  device,  product,  process,  method,
substance,  part or other  material  now  employed,  or now  contemplated  to be
employed,  by the Borrower or any  Subsidiary  infringes upon any rights held by
any other  Person.  No claim or  litigation  regarding  any of the  foregoing is
pending or, to the best  knowledge of the Borrower,  threatened,  which,  either
individually  or in the  aggregate,  could  reasonably  be  expected  to  have a
Material Adverse Effect.

     5.18 Status of Loans.  The Obligations of the Borrower under this Agreement
constitute direct,  unconditional and general obligations of the Borrower and do
rank and will rank at least pari passu in  priority  of payment and in all other
respects with all other unsecured Indebtedness of the Borrower now existing.

     5.19 Liens.  There are no Liens of any nature  whatsoever on any properties
of the  Borrower or any of its  Subsidiaries  other than Liens  permitted  under
Section 7.01.

     5.20 Absence of Undisclosed Liabilities.  There are no material liabilities
of the Borrower and its  Subsidiaries of any kind  whatsoever,  whether accrued,
contingent,  absolute,  determined,  determinable or otherwise, other than those
liabilities  provided for or disclosed in the most recently delivered  financial
statements  or those  liabilities  that have  been  disclosed  in the  Schedules
hereto.


                                  ARTICLE VI.
                              AFFIRMATIVE COVENANTS

     So long as any Lender shall have any Commitment  hereunder,  or any Loan or
other  Obligation  hereunder  shall remain unpaid or  unsatisfied,  the Borrower
shall,  and shall  (except in the case of the  covenants  set forth in  Sections
6.01, 6.02, and 6.03) cause each Subsidiary to:

     6.01 Financial  Statements.  Deliver to the  Administrative  Agent and each
Lender,  in form and detail  satisfactory  to the  Administrative  Agent and the
Required Lenders:

     (a) as soon as available,  but in any event within 90 days after the end of
each fiscal year of the Borrower,  a consolidated  balance sheet of the Borrower
and its  Subsidiaries  as at the  end of  such  fiscal  year,  and  the  related
consolidated  statements of income or operations,  shareholders' equity and cash
flows for such fiscal year,  setting forth in each case in comparative  form the
figures for the previous  fiscal year, all in reasonable  detail and prepared in
accordance  with GAAP,  audited and accompanied by (i) a report and opinion of a
Registered Public Accounting Firm of nationally  recognized  standing reasonably
acceptable to the Required  Lenders,  which report and opinion shall be prepared
in  accordance  with  generally   accepted  auditing  standards  and  applicable
Securities  Laws  and  shall  not be  subject  to any  "going  concern"  or like
qualification or exception or any  qualification or exception as to the scope of
such audit and (ii) an attestation  report of such Registered  Public Accounting
Firm  as to  the  Borrower's  internal  controls  pursuant  to  Section  404  of
Sarbanes-Oxley  expressing  a conclusion  to which the  Required  Lenders do not
object;
<PAGE>

     (b) as soon as available,  but in any event within 45 days after the end of
each of the first three fiscal  quarters of each fiscal year of the Borrower,  a
consolidated balance sheet of the Borrower and its Subsidiaries as at the end of
such  fiscal  quarter,  and the  related  consolidated  statements  of income or
operations,  shareholders' equity and cash flows for such fiscal quarter and for
the portion of the Borrower's fiscal year then ended, setting forth in each case
in  comparative  form the figures for the  corresponding  fiscal  quarter of the
previous fiscal year and the corresponding  portion of the previous fiscal year,
all in reasonable detail,  certified by a Responsible Officer of the Borrower as
fairly presenting the financial condition, results of operations,  shareholders'
equity and cash flows of the Borrower and its  Subsidiaries  in accordance  with
GAAP,  subject  only to normal  year-end  audit  adjustments  and the absence of
footnotes; and

     (c) as soon as available,  but in any event within 60 days after the end of
each fiscal  year of the  Borrower,  forecasts  prepared  by  management  of the
Borrower,  in form  satisfactory  to the  Administrative  Agent and the Required
Lenders,  of consolidated  balance sheets and statements of income or operations
and cash flows of the Borrower and its Subsidiaries on a quarterly basis for the
immediately  following  fiscal  year  (including  the  fiscal  year in which the
Maturity Date occurs).

As to any  information  contained  in  materials  furnished  pursuant to Section
6.02(d),  the  Borrower  shall  not  be  separately  required  to  furnish  such
information  under clause (a) or (b) above,  but the  foregoing  shall not be in
derogation  of the  obligation  of the Borrower to furnish the  information  and
materials described in clauses (a) and (b) above at the times specified therein.


     6.02 Certificates;  Other Information.  Deliver to the Administrative Agent
and each Lender, in form and detail satisfactory to the Administrative Agent and
the Required Lenders:

     (a) concurrently with the delivery of the financial  statements referred to
in   Section 6.01(a),   a  certificate  of  its  independent   certified  public
accountants  certifying such financial statements and stating that in making the
examination  necessary  therefor no knowledge was obtained of any Default or, if
any such Default shall exist, stating the nature and status of such event;

     (b) concurrently with the delivery of the financial  statements referred to
in Sections 6.01(a) and (b), a duly completed Compliance Certificate signed by a
Responsible Officer of the Borrower;
<PAGE>

     (c) promptly after any request by the  Administrative  Agent or any Lender,
copies of any detailed  audit  reports,  management  letters or  recommendations
submitted  to the board of  directors  (or the audit  committee  of the board of
directors) of the Borrower by  independent  accountants  in connection  with the
accounts  or books of the  Borrower  or any  Subsidiary,  or any audit of any of
them;

     (d) promptly  after the same are  available,  copies of each annual report,
proxy or  financial  statement  or other  report  or  communication  sent to the
stockholders of the Borrower,  and copies of all annual,  regular,  periodic and
special reports and  registration  statements  which the Borrower may file or be
required  to file  with the SEC  under  Section  13 or  15(d) of the  Securities
Exchange  Act of  1934,  and  not  otherwise  required  to be  delivered  to the
Administrative Agent pursuant hereto;

     (e)  promptly  after the  furnishing  thereof,  copies of any  statement or
report  furnished  to any  holder  of debt  securities  of the  Borrower  or any
Subsidiary  thereof  pursuant to the terms of any  indenture,  loan or credit or
similar  agreement  and not  otherwise  required to be  furnished to the Lenders
pursuant to Section 6.01 or any other clause of this Section 6.02;

     (f)  promptly,  and in any event within five  Business  Days after  receipt
thereof by the  Borrower  or any  Subsidiary  thereof,  copies of each notice or
other  correspondence  received  from  the  SEC  (or  comparable  agency  in any
applicable  non-U.S.  jurisdiction)  concerning  any  investigation  or possible
investigation  or other  inquiry by such  agency  regarding  financial  or other
operational results of the Borrower or any Subsidiary thereof; and

     (g) promptly, such additional information regarding the business, financial
or corporate  affairs of the Borrower or any Subsidiary,  or compliance with the
terms of the Loan Documents,  as the Administrative Agent or any Lender may from
time to time reasonably request.

     Documents  required to be delivered  pursuant to Section  6.01(a) or (b) or
Section  6.02(d) (to the extent any such  documents  are  included in  materials
otherwise  filed  with  the  SEC)  may  be  delivered  electronically  and if so
delivered,  shall be deemed to have been  delivered on the date (i) on which the
Borrower  posts such  documents,  or provides a link  thereto on the  Borrower's
website on the Internet at the website address listed on Schedule 10.02; or (ii)
on which such  documents are posted on the  Borrower's  behalf on an Internet or
intranet website, if any, to which each Lender and the Administrative Agent have
access (whether a commercial,  third-party  website or whether  sponsored by the
Administrative  Agent);  provided  that:  (i) the Borrower  shall  deliver paper
copies of such documents to the Administrative Agent or any Lender that requests
the  Borrower  to deliver  such paper  copies  until a written  request to cease
delivering paper copies is given by the Administrative  Agent or such Lender and
(ii) the  Borrower  shall  notify the  Administrative  Agent and each Lender (by
telecopier or electronic  mail) of the posting of any such documents and provide
to the Administrative  Agent by electronic mail electronic  versions (i.e., soft
copies) of such documents.  Notwithstanding  anything contained herein, in every
instance  the  Borrower  shall  be  required  to  provide  paper  copies  of the
Compliance Certificates required by Section 6.02(b) to the Administrative Agent.
Except for such Compliance Certificates,  the Administrative Agent shall have no
obligation  to request  the  delivery  or to  maintain  copies of the  documents
referred  to above,  and in any event  shall have no  responsibility  to monitor
compliance by the Borrower  with any such request for delivery,  and each Lender
shall be solely  responsible  for requesting  delivery to it or maintaining  its
copies of such documents.
<PAGE>

     The Borrower hereby  acknowledges that (a) the Administrative  Agent and/or
the Arranger will make  available to the Lenders  materials  and/or  information
provided  by or on behalf of the  Borrower  hereunder  (collectively, "Borrower
Materials") by posting the Borrower  Materials on IntraLinks or another  similar
electronic  system  (the  "Platform")  and (b)  certain  of the  Lenders  may be
"public-side"  Lenders  (i.e.,  Lenders  that do not  wish to  receive  material
non-public  information with respect to the Borrower or its securities) (each, a
"Public  Lender").  The Borrower  hereby agrees that (w) all Borrower  Materials
that  are  to  be  made  available  to  Public  Lenders  shall  be  clearly  and
conspicuously  marked  "PUBLIC"  which,  at a minimum,  shall mean that the word
"PUBLIC"  shall appear  prominently  on the first page  thereof;  (x) by marking
Borrower Materials "PUBLIC," the Borrower shall be deemed to have authorized the
Administrative  Agent,  the  Arranger  and the  Lenders to treat  such  Borrower
Materials as not containing any material non-public  information with respect to
the Borrower or its  securities  for purposes of United States Federal and state
securities laws (provided that to the extent such Borrower Materials  constitute
Information,  they  shall be treated  as set forth in  Section  10.07);  (y) all
Borrower  Materials marked "PUBLIC" are permitted to be made available through a
portion of the Platform designated "Public Investor;" and (z) the Administrative
Agent and the Arranger  shall be entitled to treat any Borrower  Materials  that
are not marked  "PUBLIC" as being  suitable only for posting on a portion of the
Platform not designated "Public Investor."

     6.03 Notices. Promptly notify the Administrative Agent and each Lender:

     (a) of the occurrence of any Default;

     (b) of any matter  that has  resulted  or could  reasonably  be expected to
result in a Material Adverse Effect, including (i) breach or non-performance of,
or  any  default  under,  a  Contractual  Obligation  of  the  Borrower  or  any
Subsidiary;  (ii)  any  dispute,   litigation,   investigation,   proceeding  or
suspension   between  the  Borrower  or  any  Subsidiary  and  any  Governmental
Authority;  or (iii) the  commencement  of, or any material  development in, any
litigation or proceeding  affecting  the Borrower or any  Subsidiary,  including
pursuant to any applicable Environmental Laws;

     (c) of the occurrence of any ERISA Event;

     (d) of any material  change in accounting  policies or financial  reporting
practices by the Borrower or any Subsidiary; and

     (e) of the occurrence of any Internal Control Event.

     Each notice pursuant to this Section shall be accompanied by a statement of
a Responsible  Officer of the Borrower  setting forth details of the  occurrence
referred to therein and stating  what action the Borrower has taken and proposes
to take with respect  thereto.  Each notice  pursuant to Section  6.03(a)  shall
describe with  particularity  any and all  provisions of this  Agreement and any
other Loan Document that have been breached.


     6.04 Payment of  Obligations.  Pay and discharge,  as the same shall become
due and payable,  all its  obligations  and  liabilities,  including (a) all tax
liabilities,  assessments  and  governmental  charges  or levies  upon it or its
properties  or  assets,  unless  the same are being  contested  in good faith by
appropriate proceedings diligently conducted and adequate reserves in accordance
with GAAP are being  maintained  by the  Borrower  or such  Subsidiary;  (b) all
lawful  claims which,  if unpaid,  would by law become a Lien upon its property;
and (c) all  Indebtedness,  as and  when due and  payable,  but  subject  to any
subordination  provisions  contained in any  instrument or agreement  evidencing
such Indebtedness.
<PAGE>

     6.05  Preservation of Existence,  Etc. (a) Preserve,  renew and maintain in
full force and effect its legal  existence and good  standing  under the Laws of
the  jurisdiction  of its  organization  except in a  transaction  permitted  by
Section  7.04 or 7.05;  (b) take all  reasonable  action to maintain all rights,
privileges,  permits,  licenses  and  franchises  necessary  or desirable in the
normal conduct of its business, except to the extent that failure to do so could
not reasonably be expected to have a Material  Adverse Effect;  and (c) preserve
or renew all of its  registered  patents,  trademarks,  trade  names and service
marks,  the  non-preservation  of which could  reasonably  be expected to have a
Material Adverse Effect.

     6.06 Maintenance of Properties.  (a) Maintain,  preserve and protect all of
its material properties and equipment necessary in the operation of its business
in good working order and condition,  ordinary wear and tear  excepted;  and (b)
make all necessary repairs thereto and renewals and replacements  thereof except
where the failure to do so could not  reasonably  be expected to have a Material
Adverse Effect.

     6.07  Maintenance  of  Insurance.  Maintain,  with  financially  sound  and
reputable  insurance  companies not  Affiliates of the Borrower,  insurance with
respect  to its  properties  and  business  against  loss or damage of the kinds
customarily  insured against by Persons engaged in the same or similar business,
of such  types and in such  amounts as are  customarily  carried  under  similar
circumstances  by such other  Persons and  providing  for not less than 30 days'
prior notice to the Administrative  Agent of termination,  lapse or cancellation
of such insurance.

     6.08  Compliance  with  Laws.  Comply  in all  material  respects  with the
requirements  of all  Laws  and  all  orders,  writs,  injunctions  and  decrees
applicable  to it or to its  business or property,  except in such  instances in
which (a) such requirement of Law or order, writ,  injunction or decree is being
contested in good faith by appropriate  proceedings diligently conducted; or (b)
the  failure to comply  therewith  could not  reasonably  be  expected to have a
Material Adverse Effect.

     6.09 Books and Records. (a) Maintain proper books of record and account, in
which  full,  true and  correct  entries in  conformity  with GAAP  consistently
applied shall be made of all financial  transactions  and matters  involving the
assets and business of the Borrower or such Subsidiary,  as the case may be; and
(b) maintain  such books of record and account in material  conformity  with all
applicable   requirements  of  any  Governmental   Authority  having  regulatory
jurisdiction over the Borrower or such Subsidiary, as the case may be.

     6.10 Inspection Rights. Permit representatives and independent  contractors
of the  Administrative  Agent and each  Lender to visit and  inspect  any of its
properties, to examine its corporate,  financial and operating records, and make
copies thereof or abstracts therefrom, and to discuss its affairs,  finances and
accounts with its directors,  and officers and, so long as a  representative  of
the Borrower has been given  reasonable  opportunity  to be included in any such
discussions,  independent public accountants, all at the expense of the Borrower
and at such reasonable times during normal business hours and as often as may be
reasonably  desired,  upon reasonable  advance notice to the Borrower;  provided
that when an Event of Default exists the Administrative  Agent or any Lender (or
any of their respective  representatives or independent  contractors) may do any
of the  foregoing  at the  expense of the  Borrower  at any time  during  normal
business hours and without advance notice.
<PAGE>

     6.11 Use of  Proceeds.  Use the  proceeds of the Credit  Extensions  (a) to
refinance  existing debt  obligations of the Borrower under the Existing  Credit
Agreement,  (b) to finance  Permitted  Acquisitions and (c) for working capital,
capital expenditures and other lawful corporate purposes.


                                  ARTICLE VII.
                               NEGATIVE COVENANTS

     So long as any Lender shall have any Commitment  hereunder,  or any Loan or
other  Obligation  hereunder  shall remain unpaid or  unsatisfied,  the Borrower
shall not, nor shall it permit any Subsidiary to, directly or indirectly:


     7.01 Liens.  Create,  incur, assume or suffer to exist any Lien upon any of
its property, assets or revenues, whether now owned or hereafter acquired, other
than the following:

     (a) Liens pursuant to any Loan Document;

     (b) Liens  existing on the date hereof and listed on Schedule  7.01 and any
renewals or extensions  thereof,  provided that (i) the property covered thereby
is not changed,  (ii) the principal  amount secured or benefited  thereby is not
increased,  (iii) the direct or any contingent  obligor with respect  thereto is
not changed,  and (iv) any renewal or extension  of the  obligations  secured or
benefited thereby is permitted by Section 7.03(b);

     (c) Liens for taxes not yet due or which are being  contested in good faith
and by appropriate  proceedings diligently conducted,  if adequate reserves with
respect  thereto  are  maintained  on the  books  of the  applicable  Person  in
accordance with GAAP;

     (d) carriers', warehousemen's,  mechanics',  materialmen's,  repairmen's or
other  like Liens  arising  in the  ordinary  course of  business  which are not
overdue for a period of more than 30 days or which are being  contested  in good
faith and by appropriate  proceedings diligently conducted, if adequate reserves
with respect thereto are maintained on the books of the applicable Person;

     (e) pledges or deposits in the  ordinary  course of business in  connection
with workers'  compensation,  unemployment  insurance and other social  security
legislation, other than any Lien imposed by ERISA;

     (f) deposits to secure the performance of bids,  trade contracts and leases
(other  than  Indebtedness),  statutory  obligations,  surety and appeal  bonds,
performance  bonds  and  other  obligations  of a like  nature  incurred  in the
ordinary  course of business  (provided  that neither the aggregate  fair market
value of the property encumbered by Liens described in clause (d) above and this
clause (f), nor the aggregate amount of the  Indebtedness and other  obligations
secured thereby, shall exceed $25,000,000);
<PAGE>

     (g) easements,  rights-of-way,  restrictions and other similar encumbrances
affecting real property which, in the aggregate,  are not substantial in amount,
and which do not in any case  materially  detract from the value of the property
subject  thereto  or  materially  interfere  with the  ordinary  conduct  of the
business of the applicable Person;

     (h) Liens securing  judgments for the payment of money not  constituting an
Event of Default under Section 8.01(h);

     (i) Liens securing  Indebtedness  permitted under Section 7.03(e) (provided
that (i) such  Liens do not at any time  encumber  any  property  other than the
property financed by such Indebtedness and (ii) the Indebtedness secured thereby
does not  exceed  the cost or fair  market  value,  whichever  is lower,  of the
property being acquired on the date of acquisition);

     (j) Liens on property or assets of any Subsidiary  operating outside of the
United States securing Indebtedness of such Subsidiary; and

     (k) other  Liens on property  of the  Borrower  or any of its  Subsidiaries
(provided  that  neither  the  aggregate  fair  market  value  of  the  property
encumbered  by Liens  described  in this  clause (k),  nor the  aggregate of the
Indebtedness and other obligations secured thereby, shall exceed $25,000,000).


     7.02 Investments. Make any Investments, except:

     (a) Investments held by the Borrower or such Subsidiary in the form of cash
equivalents;

     (b)  advances to  officers,  directors  and  employees  of the Borrower and
Subsidiaries  in an  aggregate  amount  not to  exceed  $2,000,000  at any  time
outstanding,  for  travel,  entertainment,  relocation  and  analogous  ordinary
business purposes;

     (c)  Investments of the Borrower in any  Subsidiary in an aggregate  amount
not to exceed  $50,000,000  in the  aggregate in any fiscal year of the Borrower
and Investments of any Subsidiary in the Borrower or in another Subsidiary;

     (d)  Investments  consisting  of  extensions  of  credit  in the  nature of
accounts  receivable or notes receivable  arising from the grant of trade credit
in the ordinary course of business,  and Investments received in satisfaction or
partial  satisfaction  thereof from financially  troubled account debtors to the
extent reasonably necessary in order to prevent or limit loss;

     (e) Investments in respect of Guarantees permitted by Section 7.03;

     (f) Investments in respect of Permitted Acquisitions; and

     (g) other  Investments  not exceeding  $25,000,000  in the aggregate in any
fiscal year of the Borrower.


     7.03  Indebtedness.   Create,   incur,   assume  or  suffer  to  exist  any
Indebtedness, except:

     (a) Indebtedness under the Loan Documents;
<PAGE>

     (b)  Indebtedness  existing on the date hereof and listed on Schedule  7.03
and any refinancings,  refundings, renewals or extensions thereof; provided that
(i) the  amount  of  such  Indebtedness  is not  increased  at the  time of such
refinancing,  refunding,  renewal or  extension  except by an amount  equal to a
reasonable  premium  or other  reasonable  amount  paid,  and fees and  expenses
reasonably incurred,  in connection with such refinancing and by an amount equal
to any existing commitments unutilized thereunder and (ii) the terms relating to
principal amount, amortization,  maturity, collateral (if any) and subordination
(if any), and other material  terms taken as a whole,  of any such  refinancing,
refunding, renewing or extending Indebtedness, and of any agreement entered into
and of any instrument issued in connection  therewith,  are no less favorable in
any material respect to the Borrower or its Subsidiaries, as the case may be, or
the  Lenders  than the  terms  of any  agreement  or  instrument  governing  the
Indebtedness  being refinanced,  refunded,  renewed or extended and the interest
rate  applicable  to any such  refinancing,  refunding,  renewing  or  extending
Indebtedness   does  not  exceed  the  then  applicable   market  interest  rate
(collectively, a "Permitted Refinancing");

     (c) Guarantees of the Borrower or any Subsidiary in respect of Indebtedness
otherwise permitted hereunder of the Borrower or any wholly-owned Subsidiary, so
long as, in the case of any  domestic  Subsidiary  that  provides a Guarantee in
respect  of the  Indebtedness  of  the  Borrower,  such  Subsidiary  provides  a
Guarantee in respect of the  Obligations,  which  Guarantee  shall rank at least
pari passu in  priority  of payment  in respect of such other  Guarantee  and is
otherwise on  substantially  similar or better terms (in respect of the Lenders)
as the documentation evidencing such other Guarantee;

     (d) obligations (contingent or otherwise) of the Borrower or any Subsidiary
existing or arising under any Swap Contract,  provided that (i) such obligations
are (or were) entered into by such Person in the ordinary course of business for
the  purpose  of  directly   mitigating  risks   associated  with   liabilities,
commitments,  investments, assets, or property held or reasonably anticipated by
such Person,  or changes in the value of securities  issued by such Person,  and
not for purposes of  speculation  or taking a "market  view;" and (ii) such Swap
Contract does not contain any provision  exonerating  the  non-defaulting  party
from  its  obligation  to  make  payments  on  outstanding  transactions  to the
defaulting party;

     (e) Indebtedness in respect of capital leases,  Synthetic Lease Obligations
and  purchase  money   obligations  for  fixed  or  capital  assets  within  the
limitations set forth in Section 7.01(i);  provided that the aggregate amount of
all such Indebtedness at any one time outstanding shall not exceed  $35,000,000;
and

     (f) unsecured  Indebtedness in an aggregate  principal amount not to exceed
$200,000,000 at any time outstanding.


     7.04 Fundamental Changes. Merge, dissolve,  liquidate,  consolidate with or
into another Person, or Dispose of (whether in one transaction or in a series of
transactions)  all or  substantially  all of its  assets  (whether  now owned or
hereafter  acquired) to or in favor of any Person,  except  that,  so long as no
Default exists or would result therefrom:

     (a) the  Borrower  may merge with any Person  (provided  that the  Borrower
shall be the continuing or surviving Person);
<PAGE>

     (b) any  Subsidiary  may merge  with (i) the  Borrower  (provided  that the
Borrower shall be the continuing or surviving  Person),  or (ii) any one or more
other  Subsidiaries  (provided that when any wholly-owned  Subsidiary is merging
with another Subsidiary,  the wholly-owned Subsidiary shall be the continuing or
surviving Person); and

     (c) any  Subsidiary may Dispose of all or  substantially  all of its assets
(upon  voluntary  liquidation  or  otherwise)  to  the  Borrower  or to  another
Subsidiary;  provided  that  if  the  transferor  in  such  a  transaction  is a
wholly-owned  Subsidiary,  then the transferee  must either be the Borrower or a
wholly-owned Subsidiary.


     7.05 Dispositions. Make any Disposition or enter into any agreement to make
any Disposition, except:

     (a)  Dispositions  of obsolete or worn out  property,  whether now owned or
hereafter acquired, in the ordinary course of business;

     (b) Dispositions of inventory in the ordinary course of business;

     (c)  Dispositions of equipment or real property to the extent that (i) such
property  is  exchanged  for  credit  against  the  purchase  price  of  similar
replacement  property or (ii) the proceeds of such  Disposition  are  reasonably
promptly applied to the purchase price of such replacement property;

     (d)  Dispositions  of property by any  Subsidiary  to the  Borrower or to a
wholly-owned Subsidiary;

     (e) Dispositions permitted by Section 7.04;

     (f)  Dispositions  by the  Borrower  and  its  Subsidiaries  not  otherwise
permitted  under  this  Section  7.05;  provided  that  (i) at the  time of such
Disposition,  no Default shall exist or would result from such  Disposition  and
(ii) the  aggregate  book value of all property  Disposed of in reliance on this
clause (f) in any fiscal year shall not exceed $40,000,000;

provided that any and all Dispositions pursuant to clauses (a) through (f) shall
be for fair market value.


     7.06  Restricted  Payments.  Declare or make,  directly or indirectly,  any
Restricted Payment, or incur any obligation  (contingent or otherwise) to do so,
except that,  so long as no Default shall have occurred and be continuing at the
time of any action described below or would result therefrom:

     (a) each Subsidiary may make Restricted  Payments to the Borrower,  and any
other Person that owns an Equity Interest in such Subsidiary,  ratably according
to their respective  holdings of the type of Equity Interest in respect of which
such Restricted Payment is being made;

     (b) the Borrower and each Subsidiary may declare and make dividend payments
or other distributions payable solely in the common stock or other common Equity
Interests of such Person;
<PAGE>

     (c) the  Borrower and each  Subsidiary  may  purchase,  redeem or otherwise
acquire  Equity  Interests  issued  by it with the  proceeds  received  from the
substantially concurrent issue of new shares of its common stock or other common
Equity Interests; and

     (d) the Borrower may declare or pay cash dividends to its  stockholders and
purchase, redeem or otherwise acquire for cash Equity Interests issued by it, so
long as (i)  immediately  before  and  after  giving  effect  to  such  payment,
purchase,  redemption  or  acquisition  no Default  shall have  occurred  and be
continuing or would result  therefrom,  (ii) for the period of the most recently
completed  four  full  fiscal  quarters  immediately   preceding  such  payment,
purchase,  redemption  or  acquisition  after  giving  pro  forma  effect to the
consummation of such payment, purchase,  redemption or acquisition, the Leverage
Ratio is less than 2.50 to 1.00 and (iii) the  Borrower  shall  have  provided a
certificate  prepared  in good faith and in a manner and using such  methodology
which is consistent with the most recent financial statements delivered pursuant
to Section 6.01 evidencing  compliance with the  requirements of clauses (i) and
(ii) above in reasonable detail).


     7.07 Change in Nature of Business.  Engage in any material line of business
substantially  different from those lines of business  conducted by the Borrower
and its Subsidiaries on the date hereof or any business substantially related or
incidental thereto.


     7.08 Transactions  with Affiliates.  Enter into any transaction of any kind
with any  Affiliate of the  Borrower,  whether or not in the ordinary  course of
business,  other than on fair and reasonable terms substantially as favorable to
the Borrower or such  Subsidiary  as would be obtainable by the Borrower or such
Subsidiary at the time in a comparable  arm's length  transaction  with a Person
other than an Affiliate.


     7.09 Burdensome Agreements. Enter into (or permit to exist) any Contractual
Obligation (other than this Agreement, any other Loan Document or, in respect of
clause  (ii) and (iii)  below,  the RBS  Credit  Agreement  (as it exists on the
Closing Date or as modified in connection with a Permitted Refinancing) that (a)
limits the  ability (i) of any  Subsidiary  to make  Restricted  Payments to the
Borrower  or to  otherwise  transfer  property  to  the  Borrower,  (ii)  of any
Subsidiary  to  Guarantee  the  Indebtedness  of the  Borrower  or  (iii) of the
Borrower or any Subsidiary to create,  incur, assume or suffer to exist Liens on
property of such Person;  provided that this clause (iii) shall not prohibit any
negative  pledge  incurred or  provided  in favor of any holder of  Indebtedness
permitted  under Section  7.03(e) solely to the extent any such negative  pledge
relates to the property financed by or the subject of such Indebtedness;  or (b)
requires the grant of a Lien to secure an obligation of such Person if a Lien is
granted to secure another obligation of such Person.


     7.10 Use of  Proceeds.  Use the proceeds of any Credit  Extension,  whether
directly or indirectly, and whether immediately,  incidentally or ultimately, to
purchase or carry margin stock  (within the meaning of  Regulation U of the FRB)
or to extend credit to others for the purpose of  purchasing or carrying  margin
stock or to refund indebtedness originally incurred for such purpose.


     7.11 Financial Covenants.

     (a) Consolidated  Interest Coverage Ratio. Permit the Consolidated Interest
Coverage  Ratio as of the end of any fiscal  quarter of the  Borrower to be less
than 2.00 to1.00.
<PAGE>

     (b) Consolidated  Leverage Ratio. Permit the Consolidated Leverage Ratio at
any time to be greater than 3.50 to 1.00.


     7.12  Limitation  on  Accounting  Changes.  Make or  Permit  and  change in
accounting  policies (other than de minimus  changes) without the consent of the
Administrative  Agent  (which  consent  shall not be  unreasonably  withheld  or
delayed), except, subject to Section 1.03, changes that are required by GAAP.


     7.13 Fiscal  Year.  Change the fiscal  year-end  of the  Borrower to a date
other than April 30 without  the  consent  of the  Administrative  Agent  (which
consent shall not be unreasonably withheld or delayed).


                                 ARTICLE VIII.
                         EVENTS OF DEFAULT AND REMEDIES

     8.01 Events of Default.  Any of the following shall  constitute an Event of
Default:

     (a)  Non-Payment.  The Borrower fails to pay (i) when and as required to be
paid  herein,  any amount of  principal  of any Loan,  or (ii) within three days
after the same becomes due, any interest on any Loan, or any fee due  hereunder,
or (iii) within five days after the same  becomes due, any other amount  payable
hereunder or under any other Loan Document; or

     (b) Specific Covenants.  The Borrower fails to perform or observe any term,
covenant or agreement  contained in any of Section 6.03,  6.05,  6.10 or 6.11 or
Article VII; or

     (c) Other  Defaults.  The  Borrower  fails to perform or observe  any other
covenant or agreement  (not  specified in clause (a) or (b) above)  contained in
any Loan  Document  on its part to be  performed  or observed  and such  failure
continues for 30 days; or

     (d)   Representations  and  Warranties.   Any   representation,   warranty,
certification  or  statement  of fact made or deemed made by or on behalf of the
Borrower  herein,  in any other Loan Document,  or in any document  delivered in
connection  herewith or therewith  shall be incorrect or misleading when made or
deemed made; or

     (e) Cross-Default. (i) The Borrower or any Subsidiary (A) fails to make any
payment  when  due  (whether  by  scheduled   maturity,   required   prepayment,
acceleration,  demand, or otherwise) in respect of any Indebtedness or Guarantee
(other than Indebtedness hereunder and Indebtedness under Swap Contracts) having
an aggregate  principal amount (including undrawn committed or available amounts
and including  amounts  owing to all creditors  under any combined or syndicated
credit  arrangement) of more than the Threshold  Amount, or (B) fails to observe
or perform any other agreement or condition relating to any such Indebtedness or
Guarantee or contained in any  instrument or agreement  evidencing,  securing or
relating  thereto,  or any other event  occurs,  the effect of which  default or
other event is to cause, or to permit the holder or holders of such Indebtedness
or the beneficiary or  beneficiaries of such Guarantee (or a trustee or agent on
behalf of such holder or holders or beneficiary or beneficiaries) to cause, with
the giving of notice if required,  such Indebtedness to be demanded or to become
due or to be  repurchased,  prepaid,  defeased  or  redeemed  (automatically  or
otherwise),  or  an  offer  to  repurchase,   prepay,  defease  or  redeem  such
Indebtedness  to be made,  prior to its stated  maturity,  or such  Guarantee to
become  payable or cash  collateral in respect  thereof to be demanded;  or (ii)
there occurs under any Swap  Contract an Early  Termination  Date (as defined in
such Swap  Contract)  resulting  from (A) any event of  default  under such Swap
Contract as to which the Borrower or any Subsidiary is the Defaulting  Party (as
defined in such Swap  Contract)  or (B) any  Termination  Event (as so  defined)
under  such Swap  Contract  as to which the  Borrower  or any  Subsidiary  is an
Affected Party (as so defined) and, in either event, the Swap Termination  Value
owed by the Borrower or such  Subsidiary as a result thereof is greater than the
Threshold Amount; or
<PAGE>

     (f)  Insolvency  Proceedings,  Etc.  The  Borrower  or any of its  Material
Subsidiaries  institutes or consents to the institution of any proceeding  under
any Debtor Relief Law, or makes an assignment  for the benefit of creditors;  or
applies for or consents to the appointment of any receiver,  trustee, custodian,
conservator,  liquidator,  rehabilitator or similar officer for it or for all or
any  material  part  of its  property;  or  any  receiver,  trustee,  custodian,
conservator,  liquidator,  rehabilitator or similar officer is appointed without
the  application  or  consent  of  such  Person  and the  appointment  continues
undischarged  or unstayed  for 60 calendar  days;  or any  proceeding  under any
Debtor  Relief Law relating to any such Person or to all or any material part of
its  property is  instituted  without  the consent of such Person and  continues
undismissed  or unstayed for 60 calendar days, or an order for relief is entered
in any such proceeding; or

     (g)  Inability to Pay Debts;  Attachment.  (i) The Borrower or any Material
Subsidiary  becomes unable or admits in writing its inability or fails generally
to pay its debts as they become  due, or (ii) any writ or warrant of  attachment
or execution or similar  process is issued or levied against all or any material
part of the  property of any such Person and is not  released,  vacated or fully
bonded within 45 days after its issue or levy; or

     (h) Judgments.  There is entered against the Borrower or any Subsidiary (i)
a final  judgment  or order  for the  payment  of money in an  aggregate  amount
exceeding  the  Threshold  Amount  (to the extent  not  covered  by  independent
third-party  insurance  as to which the insurer does not dispute  coverage),  or
(ii) any one or more non-monetary final judgments that have, or could reasonably
be expected to have, individually or in the aggregate, a Material Adverse Effect
and, in either case, (A)  enforcement  proceedings are commenced by any creditor
upon such judgment or order, or (B) such judgment is not discharged,  vacated or
fully bonded and there is a period of 45 consecutive days during which a stay of
enforcement of such judgment, by reason of a pending appeal or otherwise, is not
in effect; or

     (i) ERISA.  (i) An ERISA  Event  occurs with  respect to a Pension  Plan or
Multiemployer  Plan which has resulted or could reasonably be expected to result
in  liability  of the  Borrower  under  Title IV of ERISA to the  Pension  Plan,
Multiemployer Plan or the PBGC in an aggregate amount in excess of the Threshold
Amount, or (ii) the Borrower or any ERISA Affiliate fails to pay when due, after
the  expiration of any applicable  grace period,  any  installment  payment with
respect  to its  withdrawal  liability  under  Section  4201  of  ERISA  under a
Multiemployer Plan in an aggregate amount in excess of the Threshold Amount; or

     (j) Invalidity of Loan  Documents.  Any provision of any Loan Document,  at
any time after its  execution  and  delivery  and for any  reason  other than as
expressly  permitted  hereunder or thereunder or satisfaction in full of all the
Obligations and the termination of all  Commitments,  ceases to be in full force
and effect; or the Borrower or any of its Affiliates  contests in any manner the
validity  or  enforceability  of any  provision  of any  Loan  Document;  or the
Borrower  denies that it has any or further  liability or  obligation  under any
Loan Document, or purports to revoke,  terminate or rescind any provision of any
Loan Document; or
<PAGE>

     (k) Change of Control. There occurs any Change of Control.


     8.02 Remedies Upon Event of Default.  If any Event of Default occurs and is
continuing,  the Administrative Agent shall, at the request of, or may, with the
consent of, the Required Lenders, take any or all of the following actions:

     (a) declare the  commitment of each Lender to make Loans to be  terminated,
whereupon such commitments and obligation shall be terminated;

     (b) declare  the unpaid  principal  amount of all  outstanding  Loans,  all
interest  accrued and unpaid  thereon,  and all other  amounts  owing or payable
hereunder or under any other Loan  Document to be  immediately  due and payable,
without presentment,  demand,  protest or other notice of any kind, all of which
are hereby expressly waived by the Borrower; and

     (c)  exercise on behalf of itself and the  Lenders all rights and  remedies
available to it and the Lenders under the Loan Documents;

provided  that upon the  occurrence of an actual or deemed entry of an order for
relief with  respect to the  Borrower  under the  Bankruptcy  Code of the United
States,  the  obligation  of each  Lender  to  make  Loans  shall  automatically
terminate,  and the unpaid  principal  amount of all  outstanding  Loans and all
interest  and other  amounts as  aforesaid  shall  automatically  become due and
payable,  in each case without  further act of the  Administrative  Agent or any
Lender.


     8.03 Application of Funds.  After the exercise of remedies  provided for in
Section 8.02 (or after the Loans have  automatically  become immediately due and
payable as set forth in the proviso to Section  8.02),  any amounts  received on
account of the Obligations shall be applied by the  Administrative  Agent in the
following order:

     First,  to payment of that portion of the  Obligations  constituting  fees,
indemnities,   expenses  and  other  amounts   (including   fees,   charges  and
disbursements of counsel to the  Administrative  Agent and amounts payable under
Article III) payable to the Administrative Agent in its capacity as such;

     Second,  to payment of that portion of the Obligations  constituting  fees,
indemnities and other amounts (other than principal and interest) payable to the
Lenders  (including fees, charges and disbursements of counsel to the respective
Lenders  (including  fees and time charges for attorneys who may be employees of
any  Lender) and amounts  payable  under  Article  III),  ratably  among them in
proportion to the respective  amounts described in this clause Second payable to
them;

     Third, to payment of that portion of the Obligations  constituting  accrued
and  unpaid  interest  on the  Loans and other  Obligations,  ratably  among the
Lenders in proportion to the respective  amounts  described in this clause Third
payable to them;

     Fourth, to payment of that portion of the Obligations  constituting  unpaid
principal of the Loans then outstanding and the credit exposure, if any, of Swap
Counterparties,  ratably  among the  Lenders  in  proportion  to the  respective
amounts described in this clause Fourth held by them; and
<PAGE>

     Fifth, to the payment in full of the remaining  Obligations,  ratably among
the Lenders and other Persons (other than the Borrower and its  Affiliates)  due
such amounts in proportion to the  respective  amounts  described in this clause
Fifth held by them;

     Last,  the  balance,  if  any,  after  all of  the  Obligations  have  been
indefeasibly paid in full, to the Borrower or as otherwise required by Law.

     For purposes of this Section, the "credit exposure" at any time of any Swap
Counterparty  shall be determined at such time in accordance  with the customary
methods  of  calculating  credit  exposure  under  similar  arrangements  by the
counterparty to such  arrangements,  taking into account potential interest rate
movements  and the  respective  termination  provisions  and notional  principal
amount and term of the underlying Swap Contract.


                                  ARTICLE IX.
                              ADMINISTRATIVE AGENT

     9.01  Appointment  and Authority.  Each of the Lenders  hereby  irrevocably
appoints  Bank of  America  to act on its  behalf  as the  Administrative  Agent
hereunder and under the other Loan Documents and  authorizes the  Administrative
Agent to take such  actions  on its behalf and to  exercise  such  powers as are
delegated to the Administrative  Agent by the terms hereof or thereof,  together
with  such  actions  and  powers  as  are  reasonably  incidental  thereto.  The
provisions  of this  Article  are solely for the  benefit of the  Administrative
Agent and the Lenders,  and the Borrower  shall not have rights as a third party
beneficiary of any of such provisions.


     9.02 Rights as a Lender.  The Person  serving as the  Administrative  Agent
hereunder  shall have the same rights and powers in its  capacity as a Lender as
any  other  Lender  and  may  exercise  the  same  as  though  it  were  not the
Administrative  Agent and the term "Lender" or "Lenders" shall, unless otherwise
expressly indicated or unless the context otherwise requires, include the Person
serving as the Administrative Agent hereunder in its individual  capacity.  Such
Person and its  Affiliates may accept  deposits from,  lend money to, act as the
financial  advisor or in any other advisory capacity for and generally engage in
any kind of business  with the  Borrower or any  Subsidiary  or other  Affiliate
thereof  as if such  Person  were not the  Administrative  Agent  hereunder  and
without any duty to account therefor to the Lenders.

     9.03 Exculpatory  Provisions.  The Administrative  Agent shall not have any
duties or obligations  except those  expressly set forth herein and in the other
Loan  Documents.   Without  limiting  the  generality  of  the  foregoing,   the
Administrative Agent:

          (a) shall not be subject to any  fiduciary  or other  implied  duties,
     regardless of whether a Default has occurred and is continuing;

          (b)  shall  not  have any duty to take  any  discretionary  action  or
     exercise any discretionary  powers,  except discretionary rights and powers
     expressly  contemplated  hereby or by the  other  Loan  Documents  that the
     Administrative  Agent is required to exercise as directed in writing by the
     Required  Lenders  (or such other  number or  percentage  of the Lenders as
     shall be  expressly  provided  for herein or in the other Loan  Documents),
     provided  that the  Administrative  Agent shall not be required to take any
     action that,  in its opinion or the opinion of its counsel,  may expose the
     Administrative  Agent to liability or that is contrary to any Loan Document
     or applicable law; and
<PAGE>

          (c) shall not,  except as expressly  set forth herein and in the other
     Loan Documents,  have any duty to disclose, and shall not be liable for the
     failure to disclose, any information relating to the Borrower or any of its
     Affiliates that is communicated to or obtained by the Person serving as the
     Administrative Agent or any of its Affiliates in any capacity.

     The  Administrative  Agent shall not be liable for any action  taken or not
taken by it (i) with the consent or at the request of the  Required  Lenders (or
such other number or percentage of the Lenders as shall be necessary,  or as the
Administrative  Agent shall believe in good faith shall be necessary,  under the
circumstances  as provided in Sections 10.01 and 8.02) or (ii) in the absence of
its own gross negligence or willful misconduct.  The Administrative  Agent shall
be  deemed  not to  have  knowledge  of any  Default  unless  and  until  notice
describing such Default is given to the Administrative  Agent by the Borrower or
a Lender.

     The  Administrative  Agent shall not be responsible for or have any duty to
ascertain or inquire into (i) any statement,  warranty or representation made in
or in  connection  with this  Agreement  or any other  Loan  Document,  (ii) the
contents of any  certificate,  report or other document  delivered  hereunder or
thereunder or in  connection  herewith or therewith,  (iii) the  performance  or
observance of any of the covenants,  agreements or other terms or conditions set
forth herein or therein or the  occurrence  of any Default,  (iv) the  validity,
enforceability,  effectiveness or genuineness of this Agreement,  any other Loan
Document or any other agreement,  instrument or document or (v) the satisfaction
of any  condition  set forth in Article IV or  elsewhere  herein,  other than to
confirm   receipt  of  items   expressly   required  to  be   delivered  to  the
Administrative Agent.


     9.04 Reliance by Administrative  Agent. The  Administrative  Agent shall be
entitled to rely upon,  and shall not incur any liability for relying upon,  any
notice, request, certificate,  consent, statement, instrument, document or other
writing (including any electronic message,  Internet or intranet website posting
or other  distribution)  believed by it to be genuine  and to have been  signed,
sent or otherwise  authenticated by the proper Person. The Administrative  Agent
also may rely upon any statement  made to it orally or by telephone and believed
by it to have been made by the proper Person,  and shall not incur any liability
for relying thereon.  In determining  compliance with any condition hereunder to
the making of a Loan, that by its terms must be fulfilled to the satisfaction of
a  Lender,  the  Administrative   Agent  may  presume  that  such  condition  is
satisfactory to such Lender unless the Administrative  Agent shall have received
notice to the contrary  from such Lender  prior to the making of such Loan.  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 or not taken by it in  accordance  with the
advice of any such counsel, accountants or experts.


     9.05 Delegation of Duties. The Administrative Agent may perform any and all
of its duties and  exercise  its rights and powers  hereunder or under any other
Loan  Document  by or  through  any  one or  more  sub-agents  appointed  by the
Administrative  Agent.  The  Administrative  Agent  and any such  sub-agent  may
perform  any and all of its  duties  and  exercise  its  rights and powers by or
through their  respective  Related Parties.  The exculpatory  provisions of this
Article  shall apply to any such  sub-agent  and to the  Related  Parties of the
Administrative Agent and any such sub-agent, and shall apply to their respective
activities in connection with the syndication of the credit facilities  provided
for herein as well as activities as Administrative Agent.
<PAGE>

     9.06 Resignation of Administrative  Agent. The Administrative  Agent may at
any time give notice of its  resignation  to the Lenders and the Borrower.  Upon
receipt of any such notice of resignation,  the Required  Lenders shall have the
right, in consultation with the Borrower, to appoint a successor, which shall be
a bank with an office in the United  States,  or an  Affiliate  of any such bank
with an office in the United  States.  If no such  successor  shall have been so
appointed  by the  Required  Lenders and shall have  accepted  such  appointment
within  30 days  after the  retiring  Administrative  Agent gives  notice of its
resignation,  then  the  retiring  Administrative  Agent  may on  behalf  of the
Lenders, appoint a successor Administrative Agent meeting the qualifications set
forth above; provided that if the Administrative Agent shall notify the Borrower
and the Lenders that no qualifying  Person has accepted such  appointment,  then
such  resignation  shall  nonetheless  become  effective in accordance with such
notice and (1) the  retiring  Administrative  Agent shall be discharged from its
duties and obligations  hereunder and under the other Loan Documents and (2) all
payments,  communications  and  determinations  provided  to be made  by,  to or
through  the  Administrative  Agent  shall  instead be made by or to each Lender
directly,   until  such  time  as  the  Required  Lenders  appoint  a  successor
Administrative Agent as provided for above in this Section.  Upon the acceptance
of a successor's  appointment as Administrative Agent hereunder,  such successor
shall  succeed to and become vested with all of the rights,  powers,  privileges
and duties of the retiring (or retired)  Administrative  Agent, and the retiring
Administrative  Agent shall be discharged from all of its duties and obligations
hereunder or under the other Loan Documents (if not already discharged therefrom
as  provided  above in this  Section).  The fees  payable by the  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 retiring  Administrative  Agent's resignation  hereunder and under the
other Loan  Documents,  the provisions of this Article and  Section 10.04  shall
continue in effect for the benefit of such retiring  Administrative  Agent,  its
sub-agents and their respective  Related Parties in respect of any actions taken
or omitted to be taken by any of them while the  retiring  Administrative  Agent
was acting as Administrative Agent.

     Any resignation by Bank of America as Administrative Agent pursuant to this
Section shall also  constitute its  resignation  as Swing Line Lender.  Upon the
acceptance of a successor's  appointment as Administrative Agent hereunder,  (a)
such  successor  shall  succeed to and  become  vested  with all of the  rights,
powers,  privileges  and duties of the retiring  Swing Line Lender,  and (b) the
retiring  Swing  Line  Lender  shall be  discharged  from all of its  duties and
obligations hereunder or under the other Loan Documents.


     9.07  Non-Reliance on Administrative  Agent and Other Lenders.  Each Lender
acknowledges   that  it  has,   independently  and  without  reliance  upon  the
Administrative  Agent or any other  Lender or any of their  Related  Parties and
based on such documents and information as it has deemed  appropriate,  made its
own credit analysis and decision to enter into this Agreement.  Each Lender also
acknowledges  that  it  will,   independently  and  without  reliance  upon  the
Administrative  Agent or any other  Lender or any of their  Related  Parties and
based on such  documents  and  information  as it shall  from  time to time deem
appropriate,  continue to make its own  decisions in taking or not taking action
under or based upon this  Agreement,  any other  Loan  Document  or any  related
agreement or any document furnished hereunder or thereunder.
<PAGE>

     9.08 No Other Duties, Etc. Anything herein to the contrary notwithstanding,
none of the Book Manager,  the Arranger or the  Syndication  Agent listed on the
cover page hereof shall have any powers,  duties or responsibilities  under this
Agreement  or any of the  other  Loan  Documents,  except  in its  capacity,  as
applicable, as the Administrative Agent or a Lender hereunder.


     9.09 Administrative Agent May File Proofs of Claim. In case of the pendency
of  any  receivership,   insolvency,  liquidation,  bankruptcy,  reorganization,
arrangement,  adjustment,  composition or other judicial  proceeding relative to
the Borrower, the Administrative Agent (irrespective of whether the principal of
any Loan shall then be due and payable as herein  expressed or by declaration or
otherwise and irrespective of whether the  Administrative  Agent shall have made
any demand on the Borrower) shall be entitled and empowered,  by intervention in
such proceeding or otherwise

          (a) to file and prove a claim for the  whole  amount of the  principal
     and  interest  owing  and  unpaid  in  respect  of the  Loans and all other
     Obligations  that are owing and unpaid and to file such other  documents as
     may be  necessary  or  advisable in order to have the claims of the Lenders
     and the  Administrative  Agent  (including  any  claim  for the  reasonable
     compensation,  expenses,  disbursements and advances of the Lenders and the
     Administrative  Agent and their respective agents and counsel and all other
     amounts due the Lenders and the  Administrative  Agent under  Sections 2.09
     and 10.04) allowed in such judicial proceeding; and

          (b) to collect  and receive  any monies or other  property  payable or
     deliverable on any such claims and to distribute the same;

and any custodian,  receiver,  assignee,  trustee,  liquidator,  sequestrator or
other similar official in any such judicial  proceeding is hereby  authorized by
each Lender to make such payments to the Administrative  Agent and, in the event
that the  Administrative  Agent  shall  consent to the  making of such  payments
directly to the Lenders,  to pay to the Administrative  Agent any amount due for
the  reasonable  compensation,  expenses,  disbursements  and  advances  of  the
Administrative  Agent and its agents and counsel,  and any other amounts due the
Administrative Agent under Sections 2.09 and 10.04.

     Nothing  contained  herein shall be deemed to authorize the  Administrative
Agent to  authorize or consent to or accept or adopt on behalf of any Lender any
plan of  reorganization,  arrangement,  adjustment or composition  affecting the
Obligations or the rights of any Lender or to authorize the Administrative Agent
to vote in respect of the claim of any Lender in any such proceeding.


                                   ARTICLE X.
                                  MISCELLANEOUS

     10.01  Amendments,  Etc. No  amendment  or waiver of any  provision of this
Agreement  or any other Loan  Document,  and no consent to any  departure by the
Borrower therefrom,  shall be effective unless in writing signed by the Required
Lenders and the Borrower, and acknowledged by the Administrative Agent, and each
such waiver or consent shall be effective only in the specific  instance and for
the specific purpose for which given; provided that no such amendment, waiver or
consent shall:
<PAGE>

     (a) waive any  condition set forth in Section  4.01(a)  without the written
consent of each Lender;

     (b) extend or  increase  the  Commitment  of any Lender (or  reinstate  any
Commitment  terminated  pursuant to Section 8.02) without the written consent of
such Lender;

     (c)  postpone any date fixed by this  Agreement or any other Loan  Document
for any payment of principal, interest, fees or other amounts due to the Lenders
(or any of them) hereunder or under any other Loan Document  without the written
consent of each Lender directly affected thereby;

     (d) reduce the principal of, or the rate of interest  specified  herein on,
any Loan,  or (subject  to clause  (iii) of the second  proviso to this  Section
10.01)  any fees or other  amounts  payable  hereunder  or under any other  Loan
Document,  or change the manner of computation of any financial ratio (including
any change in any applicable  defined term) used in  determining  the Applicable
Rate that would result in a reduction  of any  interest  rate on any Loan or any
fee  payable  hereunder  without the  written  consent of each  Lender  directly
affected  thereby;  provided that only the consent of the Required Lenders shall
be  necessary  to amend  the  definition  of  "Default  Rate"  or to  waive  any
obligation of the Borrower to pay interest at the Default Rate;

     (e) change  Section  2.13 or Section  8.03 in a manner that would alter the
pro rata sharing of payments  required  thereby  without the written  consent of
each Lender; or

     (f) change any  provision  of this Section or the  definition  of "Required
Lenders" or any other  provision  hereof  specifying the number or percentage of
Lenders  required to amend,  waive or otherwise  modify any rights  hereunder or
make any  determination  or grant any  consent  hereunder,  without  the written
consent of each Lender;

and, provided further, that (i) no amendment, waiver or consent shall, unless in
writing and signed by the Swing Line Lender in addition to the Lenders  required
above,  affect  the  rights  or  duties  of the Swing  Line  Lender  under  this
Agreement;  (ii) no amendment,  waiver or consent  shall,  unless in writing and
signed by the  Administrative  Agent in addition to the Lenders  required above,
affect the rights or duties of the Administrative  Agent under this Agreement or
any other Loan Document;  and (iii) the Fee Letter may be amended,  or rights or
privileges thereunder waived, in a writing executed only by the parties thereto.
Notwithstanding anything to the contrary herein, no Defaulting Lender shall have
any right to approve or disapprove any amendment,  waiver or consent  hereunder,
except  that the  Commitment  of such  Lender may not be  increased  or extended
without the consent of such Lender.


     10.02 Notices; Effectiveness; Electronic Communication.

     (a)   Notices   Generally.   Except  in  the  case  of  notices  and  other
communications  expressly  permitted  to be given by  telephone  (and  except as
provided in clause (b) 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  telecopier  as
follows, and all notices and other communications  expressly permitted hereunder
to be given by telephone shall be made to the applicable  telephone  number,  as
follows:
<PAGE>

          (i) if to the  Borrower,  the  Administrative  Agent or the Swing Line
     Lender,  to the  address,  telecopier  number,  electronic  mail address or
     telephone number specified for such Person on Schedule 10.02; and

          (ii)  if to any  other  Lender,  to the  address,  telecopier  number,
     electronic mail address or telephone number specified in its Administrative
     Questionnaire.

Notices sent by hand or  overnight  courier  service,  or mailed by certified or
registered mail, shall be deemed to have been given when received;  notices sent
by telecopier  shall be deemed to have been given when sent (except that, if not
given during normal  business hours for the  recipient,  shall be deemed to have
been  given  at the  opening  of  business  on the  next  business  day  for the
recipient).  Notices delivered through  electronic  communications to the extent
provided in clause (b) below, shall be effective as provided in such clause (b).

     (b)  Electronic  Communications.  Notices and other  communications  to the
Lenders  hereunder  may be delivered or  furnished by  electronic  communication
(including  e-mail and  Internet or intranet  websites)  pursuant to  procedures
approved by the  Administrative  Agent,  provided that the  foregoing  shall not
apply to notices  to any  Lender  pursuant  to  Article  II if such  Lender,  as
applicable,  has  notified  the  Administrative  Agent that it is  incapable  of
receiving   notices  under  such  Article  by  electronic   communication.   The
Administrative  Agent or the Borrower  may, in its  discretion,  agree to accept
notices and other  communications  to it hereunder by electronic  communications
pursuant to procedures approved by it, provided that approval of such procedures
may be limited to particular notices or communications.

     Unless the Administrative Agent otherwise prescribes, (i) notices and other
communications  sent to an  e-mail  address  shall be deemed  received  upon the
sender's receipt of an  acknowledgement  from the intended recipient (such as by
the "return receipt requested"  function,  as available,  return e-mail or other
written acknowledgement), provided that if such notice or other communication is
not sent  during the normal  business  hours of the  recipient,  such  notice or
communication  shall be deemed to have been sent at the  opening of  business on
the next business day for the  recipient,  and  (ii) notices  or  communications
posted to an Internet  or intranet  website  shall be deemed  received  upon the
deemed  receipt by the intended  recipient at its e-mail address as described in
the foregoing  clause (i) of notification  that such notice or  communication is
available and identifying the website address therefor.

     (c) The Platform.  THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE." THE
AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR  COMPLETENESS OF
THE BORROWER  MATERIALS OR THE ADEQUACY OF THE PLATFORM,  AND EXPRESSLY DISCLAIM
LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF
ANY  KIND,   EXPRESS,   IMPLIED  OR   STATUTORY,   INCLUDING   ANY  WARRANTY  OF
MERCHANTABILITY,  FITNESS FOR A PARTICULAR  PURPOSE,  NON-INFRINGEMENT  OF THIRD
PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT
PARTY IN CONNECTION  WITH THE BORROWER  MATERIALS OR THE  PLATFORM.  In no event
shall the Administrative Agent or any of its Related Parties (collectively,  the
"Agent  Parties")  have any liability to the  Borrower,  any Lender or any other
Person for losses, claims, damages, liabilities or expenses of any kind (whether
in  tort,   contract  or  otherwise)  arising  out  of  the  Borrower's  or  the
Administrative  Agent's transmission of Borrower Materials through the Internet,
except to the extent that such losses, claims, damages,  liabilities or expenses
are determined by a court of competent jurisdiction by a final and nonappealable
judgment to have  resulted from the gross  negligence  or willful  misconduct of
such  Agent  Party;  provided  that in no event  shall any Agent  Party have any
liability to the Borrower, any Lender or any other Person for indirect, special,
incidental,  consequential  or punitive  damages (as opposed to direct or actual
damages).
<PAGE>

     (d) Change of Address, Etc. Each of the Borrower,  the Administrative Agent
and the Swing Line Lender may change its address, telecopier or telephone number
for notices and other  communications  hereunder by notice to the other  parties
hereto. Each other Lender may change its address, telecopier or telephone number
for notices and other  communications  hereunder by notice to the Borrower,  the
Administrative Agent and the Swing Line Lender. In addition,  each Lender agrees
to  notify  the  Administrative  Agent  from  time to time to  ensure  that  the
Administrative  Agent has on record  (i) an  effective  address,  contact  name,
telephone number, telecopier number and electronic mail address to which notices
and other  communications  may be sent and (ii) accurate wire  instructions  for
such Lender.

     (e) Reliance by Administrative  Agent and Lenders. The Administrative Agent
and the Lenders  shall be  entitled to rely and act upon any notices  (including
telephonic Committed Loan Notices and Swing Line Loan Notices) purportedly given
by or on  behalf of the  Borrower  even if (i) such  notices  were not made in a
manner specified herein, were incomplete or were not preceded or followed by any
other form of notice specified herein, or (ii) the terms thereof,  as understood
by the  recipient,  varied from any  confirmation  thereof.  The Borrower  shall
indemnify the Administrative  Agent, each Lender and the Related Parties of each
of them from all losses,  costs,  expenses and  liabilities  resulting  from the
reliance by such Person on each notice  purportedly given by or on behalf of the
Borrower. All telephonic notices to and other telephonic communications with the
Administrative  Agent may be recorded by the  Administrative  Agent, and each of
the parties hereto hereby consents to such recording.


     10.03 No  Waiver;  Cumulative  Remedies.  No  failure  by any Lender or the
Administrative Agent to exercise, and no delay by any such Person in exercising,
any  right,  remedy,  power or  privilege  hereunder  shall  operate as a waiver
thereof; nor shall any single or partial exercise of any right, remedy, power or
privilege  hereunder  preclude  any other or  further  exercise  thereof  or the
exercise of any other right, remedy, power or privilege.  The rights,  remedies,
powers and  privileges  herein  provided are cumulative and not exclusive of any
rights, remedies, powers and privileges provided by law.


     10.04 Expenses; Indemnity; Damage Waiver.

     (a)  Costs  and  Expenses.   The  Borrower  shall  pay  (i) all  reasonable
out-of-pocket  expenses incurred by the Administrative  Agent and its Affiliates
(including the reasonable  fees,  charges and  disbursements  of counsel for the
Administrative  Agent),  in  connection  with  the  syndication  of  the  credit
facilities  provided  for  herein,  the  preparation,   negotiation,  execution,
delivery and  administration  of this  Agreement and the other Loan Documents or
any  amendments,  modifications  or waivers of the provisions  hereof or thereof
(whether  or not the  transactions  contemplated  hereby  or  thereby  shall  be
consummated),   and   (ii)   all   out-of-pocket   expenses   incurred   by  the
Administrative   Agent  or  any  Lender   (including   the  fees,   charges  and
disbursements of any counsel for the  Administrative  Agent or any Lender),  and
shall pay all fees and time  charges for  attorneys  who may be employees of the
Administrative  Agent or any  Lender,  in  connection  with the  enforcement  or
protection of its rights  (A) in  connection  with this  Agreement and the other
Loan Documents,  including its rights under this Section,  or (B) in  connection
with  the  Loans  made  hereunder,  including  all such  out-of-pocket  expenses
incurred  during any workout,  restructuring  or negotiations in respect of such
Loans.
<PAGE>

     (b)  Indemnification  by the  Borrower.  The Borrower  shall  indemnify the
Administrative Agent (and any sub-agent thereof),  each Lender, and each Related
Party  of any of the  foregoing  Persons  (each  such  Person  being  called  an
"Indemnitee")  against,  and hold each  Indemnitee  harmless  from,  any and all
losses, claims,  damages,  liabilities and related expenses (including the fees,
charges and disbursements of any counsel for any Indemnitee (including allocated
costs  of  internal  counsel)),  and  shall  indemnify  and hold  harmless  each
Indemnitee  from all fees and time charges and  disbursements  for attorneys who
may be  employees  of any  Indemnitee,  incurred by any  Indemnitee  or asserted
against any Indemnitee by any third party or by the Borrower  arising out of, in
connection  with,  or as a  result  of (i) the  execution  or  delivery  of this
Agreement,  any other Loan Document or any agreement or instrument  contemplated
hereby or thereby,  the  performance by the parties  hereto of their  respective
obligations  hereunder  or  thereunder,  the  consummation  of the  transactions
contemplated hereby or thereby, or, in the case of the Administrative Agent (and
any sub-agent  thereof) and its Related Parties only, the administration of this
Agreement and the other Loan Documents, (ii) any Loan or the use or proposed use
of the proceeds  therefrom,  (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, whether brought by a third
party or by the Borrower,  and  regardless of whether any  Indemnitee is a party
thereto;  provided  that such  indemnity  shall not,  as to any  Indemnitee,  be
available  to the extent  that such  losses,  claims,  damages,  liabilities  or
related  expenses  (x) are  determined by a court of competent  jurisdiction  by
final and  nonappealable  judgment to have resulted from the gross negligence or
willful  misconduct of such Indemnitee or (y) result from a claim brought by the
Borrower  against an  Indemnitee  for  breach in bad faith of such  Indemnitee's
obligations  hereunder  or under any other Loan  Document,  if the  Borrower has
obtained  a final  and  nonappealable  judgment  in its  favor on such  claim as
determined by a court of competent jurisdiction.

     (c)  Reimbursement  by  Lenders.  To the extent that the  Borrower  for any
reason fails to indefeasibly pay any amount required under clause (a)  or (b) of
this  Section  to be paid by it to the  Administrative  Agent (or any  sub-agent
thereof) or any Related  Party of any of the  foregoing,  each Lender  severally
agrees  to pay to the  Administrative  Agent  (or any  such  sub-agent)  or such
Related  Party,  as  the  case  may  be,  such  Lender's  Applicable  Percentage
(determined as of the time that the applicable unreimbursed expense or indemnity
payment is sought) of such unpaid amount, provided that the unreimbursed expense
or indemnified loss, claim,  damage,  liability or related expense,  as the case
may be, was  incurred by or asserted  against the  Administrative  Agent (or any
such  sub-agent) in its capacity as such, or against any Related Party of any of
the foregoing  acting for the  Administrative  Agent (or any such  sub-agent) in
connection  with such  capacity.  The  obligations  of the  Lenders  under  this
clause (c) are subject to the provisions of Section 2.12(d).

     (d) Waiver of Consequential  Damages,  Etc. To the fullest extent permitted
by applicable law, 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, any other
Loan  Document  or  any  agreement  or  instrument   contemplated   hereby,  the
transactions contemplated hereby or thereby, any Loan or the use of the proceeds
thereof.  No Indemnitee  referred to in clause (b) above shall be liable for any
damages  arising from the use by  unintended  recipients of any  information  or
other  materials  distributed  by it through  telecommunications,  electronic or
other information  transmission systems in connection with this Agreement or the
other Loan Documents or the transactions contemplated hereby or thereby.
<PAGE>

     (e) Payments. All amounts due under this Section shall be payable not later
than ten Business Days after demand therefor.

     (f) Survival.  The agreements in this Section shall survive the resignation
of the  Administrative  Agent, the replacement of any Lender, the termination of
the Aggregate  Commitments  and the repayment,  satisfaction or discharge of all
the other Obligations.


     10.05 Payments Set Aside. To the extent that any payment by or on behalf of
the  Borrower  is  made  to  the  Administrative  Agent  or any  Lender,  or the
Administrative  Agent or any  Lender  exercises  its right of  setoff,  and such
payment or the  proceeds  of such  setoff or any part  thereof  is  subsequently
invalidated,  declared to be fraudulent or  preferential,  set aside or required
(including  pursuant to any settlement entered into by the Administrative  Agent
or such  Lender in its  discretion)  to be repaid to a trustee,  receiver or any
other party,  in connection  with any proceeding  under any Debtor Relief Law or
otherwise,  then (a) to the  extent of such  recovery,  the  obligation  or part
thereof  originally  intended to be satisfied  shall be revived and continued in
full force and effect as if such  payment  had not been made or such  setoff had
not occurred,  and (b) each Lender severally agrees to pay to the Administrative
Agent upon demand its applicable  share (without  duplication)  of any amount so
recovered from or repaid by the Administrative Agent, plus interest thereon from
the date of such  demand  to the date such  payment  is made at a rate per annum
equal to the Federal Funds Rate from time to time in effect.  The obligations of
the Lenders under clause (b) of the preceding sentence shall survive the payment
in full of the Obligations and the termination of this Agreement.


     10.06 Successors and Assigns.

     (a)  Successors  and Assigns  Generally.  The  provisions of this Agreement
shall be binding  upon and inure to the benefit of the parties  hereto and their
respective successors and assigns permitted hereby, except that the Borrower may
not assign or  otherwise  transfer  any of its rights or  obligations  hereunder
without the prior written  consent of the  Administrative  Agent and each Lender
and no Lender may assign or otherwise  transfer any of its rights or obligations
hereunder  except (i) to an Eligible  Assignee in accordance with the provisions
of clause (b) of this Section,  (ii) by way of  participation in accordance with
the  provisions  of  clause  (d) of this  Section,  or (iii) by way of pledge or
assignment of a security  interest  subject to the restrictions of clause (f) of
this Section,  or (iv) to an SPC in accordance with the provisions of clause (h)
of this Section  (and any other  attempted  assignment  or transfer by any party
hereto shall be null and void). Nothing in this Agreement, expressed or implied,
shall be  construed  to confer upon any Person  (other than the parties  hereto,
their respective  successors and assigns permitted  hereby,  Participants to the
extent  provided  in clause (d) of this  Section  and,  to the extent  expressly
contemplated hereby, the Related Parties of each of the Administrative Agent and
the Lenders) any legal or equitable right, remedy or claim under or by reason of
this Agreement.
<PAGE>

     (b)  Assignments  by  Lenders.  Any Lender may at any time assign to one or
more  Eligible  Assignees all or a portion of its rights and  obligations  under
this  Agreement  (including  all or a portion  of its  Commitment  and the Loans
(including for purposes of this clause (b),  participations in Swing Line Loans)
at the time owing to it); provided that

          (i) except in the case of an assignment of the entire remaining amount
     of the assigning Lender's  Commitment and the Loans at the time owing to it
     or in the case of an  assignment to a Lender or an Affiliate of a Lender or
     an Approved  Fund with  respect to a Lender,  the  aggregate  amount of the
     Commitment (which for this purpose includes Loans  outstanding  thereunder)
     or, if the  Commitment  is not then in effect,  the  principal  outstanding
     balance  of  the  Loans  of the  assigning  Lender  subject  to  each  such
     assignment,  determined as of the date the Assignment  and Assumption  with
     respect to such assignment is delivered to the Administrative  Agent or, if
     "Trade Date" is specified in the Assignment and Assumption, as of the Trade
     Date, shall not be less than $5,000,000  unless each of the  Administrative
     Agent and, so long as no Event of Default has occurred  and is  continuing,
     the Borrower  otherwise  consents (each such consent not to be unreasonably
     withheld or delayed); provided that concurrent assignments to members of an
     Assignee Group and concurrent assignments from members of an Assignee Group
     to a single  Eligible  Assignee (or to an Eligible  Assignee and members of
     its Assignee Group) will be treated as a single  assignment for purposes of
     determining whether such minimum amount has been met;

          (ii)  each  partial  assignment  shall be made as an  assignment  of a
     proportionate  part of all the assigning  Lender's  rights and  obligations
     under this Agreement with respect to the Loans or the Commitment  assigned,
     except  that this  clause  (ii) shall not apply to rights in respect of Bid
     Loans or Swing Line Loans;

          (iii)  any  assignment  of  a  Commitment  must  be  approved  by  the
     Administrative  Agent and the Swing Line  Lender  unless the Person that is
     the  proposed  assignee  is itself a Lender  (whether  or not the  proposed
     assignee would otherwise qualify as an Eligible Assignee); and

          (iv) the parties to each  assignment  shall execute and deliver to the
     Administrative  Agent  an  Assignment  and  Assumption,   together  with  a
     processing and recordation fee in the amount, if any, required as set forth
     in Schedule 10.06, and the Eligible Assignee,  if it shall not be a Lender,
     shall deliver to the Administrative Agent an Administrative Questionnaire.

Subject to acceptance and recording thereof by the Administrative Agent pursuant
to clause (c) of this Section,  from and after the effective  date  specified in
each  Assignment and Assumption,  the Eligible  Assignee  thereunder  shall be a
party to this  Agreement  and,  to the extent of the  interest  assigned by such
Assignment  and  Assumption,  have the rights and  obligations of a Lender under
this Agreement,  and the assigning Lender thereunder shall, to the extent of the
interest  assigned by such  Assignment  and  Assumption,  be  released  from its
obligations  under  this  Agreement  (and,  in the  case  of an  Assignment  and
Assumption  covering all of the assigning  Lender's rights and obligations under
this Agreement, such Lender shall cease to be a party hereto) but shall continue
to be entitled to the  benefits of Sections  3.01,  3.04,  3.05,  and 10.04 with
respect to facts and circumstances occurring prior to the effective date of such
assignment.  Upon  request,  the  Borrower (at its  expense)  shall  execute and
deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of
rights or obligations under this Agreement that does not comply with this clause
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 clause (d) of
this Section.
<PAGE>

     (c) Register.  The Administrative  Agent, acting solely for this purpose as
an agent of the Borrower,  shall maintain at the Administrative Agent's Office a
copy of each  Assignment and  Assumption  delivered to it and a register for the
recordation of the names and addresses of the Lenders,  and the  Commitments of,
and principal  amounts of the Loans owing to, each Lender  pursuant to the terms
hereof from time to time (the "Register").  The entries in the Register shall be
conclusive, and the Borrower, the Administrative Agent and the Lenders may treat
each Person whose name is recorded in the Register  pursuant to the terms hereof
as a Lender hereunder for all purposes of this Agreement, notwithstanding notice
to the contrary.  The Register shall be available for inspection by the Borrower
at any reasonable  time and from time to time upon reasonable  prior notice.  In
addition, at any time that a request for a consent for a material or substantive
change to the Loan Documents is pending, any Lender may request and receive from
the Administrative Agent a copy of the Register.

     (d) Participations.  Any Lender may at any time, without the consent of, or
notice to, the Borrower or the Administrative  Agent, sell participations to any
Person  (other than a natural  person or the  Borrower or any of the  Borrower's
Affiliates or Subsidiaries)  (each, a "Participant") in all or a portion of such
Lender's  rights and/or  obligations  under this  Agreement  (including all or a
portion  of  its   Commitment   and/or  the  Loans   (including   such  Lender's
participations  in Swing  Line  Loans)  owing  to it);  provided  that  (i) such
Lender's  obligations  under this Agreement  shall remain  unchanged,  (ii) such
Lender shall  remain  solely  responsible  to the other  parties  hereto for the
performance of such obligations and (iii) the Borrower, the Administrative Agent
and the Lenders  shall  continue to deal solely and directly with such Lender in
connection with such Lender's rights and obligations under this Agreement.

     Any  agreement  or  instrument  pursuant  to  which a Lender  sells  such a
participation  shall  provide  that such Lender  shall  retain the sole right to
enforce this Agreement and to approve any amendment,  modification  or waiver of
any provision of this Agreement;  provided that such agreement or instrument may
provide that such Lender will not, without the consent of the Participant, agree
to any amendment,  waiver or other  modification  described in clauses (b), (c),
(d) and (e) of the first proviso to Section 10.01 that affects such Participant.
Subject to clause (e) of this Section, the Borrower agrees that each Participant
shall be entitled to the  benefits of Sections  3.01,  3.04 and 3.05 to the same
extent  as if it were a Lender  and had  acquired  its  interest  by  assignment
pursuant to clause (b) of this  Section.  To the extent  permitted by law,  each
Participant also shall be entitled to the benefits of Section 10.08 as though it
were a Lender, provided such Participant agrees to be subject to Section 2.12 as
though it were a Lender.

     (e)  Limitations  upon  Participant  Rights.  A  Participant  shall  not be
entitled to receive any greater  payment under  Section 3.01,  3.04 or 3.05 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  Borrower's  prior  written  consent.   A
Participant  that  would be a Foreign  Lender  if it were a Lender  shall not be
entitled to the benefits of Section 3.01  unless the Borrower is notified of the
participation  sold to such  Participant and such  Participant  agrees,  for the
benefit of the  Borrower,  to comply  with  Section  3.01(e) as though it were a
Lender.
<PAGE>

     (f) Certain Pledges. Any Lender may at any time pledge or assign a security
interest in all or any  portion of its rights  under this  Agreement  (including
under its Note,  if any) to secure  obligations  of such Lender,  including  any
pledge or assignment to secure  obligations to a Federal Reserve Bank;  provided
that no such  pledge or  assignment  shall  release  such Lender from any of its
obligations hereunder or substitute any such pledgee or assignee for such Lender
as a party hereto.

     (g) Electronic Execution of Assignments.  The words "execution,"  "signed,"
"signature,"  and words of like import in any Assignment and Assumption shall be
deemed to include electronic  signatures or the keeping of records in electronic
form,   each  of  which  shall  be  of  the  same  legal  effect,   validity  or
enforceability  as a manually  executed  signature  or the use of a  paper-based
recordkeeping  system,  as the case may be, to the extent and as provided for in
any applicable law,  including the Federal  Electronic  Signatures in Global and
National Commerce Act, the New York State Electronic Signatures and Records Act,
or any other  similar  state laws based on the Uniform  Electronic  Transactions
Act.

     (h)  Special  Purpose  Funding  Vehicles.  Notwithstanding  anything to the
contrary  contained  herein,  any Lender (a  "Granting  Lender")  may grant to a
special purpose funding vehicle  identified as such in writing from time to time
by the Granting Lender to the  Administrative  Agent and the Borrower (an "SPC")
the option to provide all or any part of any  Committed  Loan that such Granting
Lender would otherwise be obligated to make pursuant to this Agreement; provided
that (i) nothing  herein shall  constitute  a commitment  by any SPC to fund any
Committed  Loan,  and (ii) if an SPC  elects  not to  exercise  such  option  or
otherwise  fails to make all or any part of such  Committed  Loan,  the Granting
Lender  shall be  obligated to make such  Committed  Loan  pursuant to the terms
hereof  or,  if it fails to do so, to make such  payment  to the  Administrative
Agent as is required under Section 2.11(b)(ii).  Each party hereto hereby agrees
that (i) neither the grant to any SPC nor the exercise by any SPC of such option
shall  increase  the costs or  expenses  or  otherwise  increase  or change  the
obligations  of the Borrower under this  Agreement  (including  its  obligations
under  Section  3.04),  (ii) no SPC shall be liable for any indemnity or similar
payment  obligation under this Agreement for which a Lender would be liable, and
(iii) the Granting Lender shall for all purposes,  including the approval of any
amendment,  waiver or other  modification of any provision of any Loan Document,
remain the lender of record hereunder.  The making of a Committed Loan by an SPC
hereunder  shall  utilize  the  Commitment  of the  Granting  Lender to the same
extent,  and as if, such  Committed Loan were made by such Granting  Lender.  In
furtherance of the foregoing,  each party hereto hereby agrees (which  agreement
shall survive the termination of this Agreement) that, prior to the date that is
one year and one day after the  payment  in full of all  outstanding  commercial
paper or other senior debt of any SPC, it will not  institute  against,  or join
any   other   Person  in   instituting   against,   such  SPC  any   bankruptcy,
reorganization,  arrangement,  insolvency,  or liquidation  proceeding under the
laws of the United States or any State thereof.  Notwithstanding anything to the
contrary  contained  herein,  any SPC may (i) with notice to, but without  prior
consent of the Borrower and the  Administrative  Agent and with the payment of a
processing  fee in the amount of $2,500,  assign all or any portion of its right
to receive payment with respect to any Committed Loan to the Granting Lender and
(ii) disclose on a confidential basis any non-public information relating to its
funding of  Committed  Loans to any rating  agency,  commercial  paper dealer or
provider of any surety or Guarantee or credit or liquidity  enhancement  to such
SPC.
<PAGE>

     (i)  Resignation  as Swing Line Lender  after  Assignment.  Notwithstanding
anything  to the  contrary  contained  herein,  if at any time  Bank of  America
assigns all of its Commitment  and Loans  pursuant to clause (b) above,  Bank of
America may, upon 30 days' notice to the Borrower,  resign as Swing Line Lender.
In the event of any such resignation as Swing Line Lender, the Borrower shall be
entitled  to  appoint  from among the  Lenders a  successor  Swing  Line  Lender
hereunder;  provided  that no  failure  by the  Borrower  to  appoint  any  such
successor  shall affect the resignation of Bank of America as Swing Line Lender.
If Bank of America resigns as Swing Line Lender,  it shall retain all the rights
of the Swing Line Lender provided for hereunder with respect to Swing Line Loans
made  by it and  outstanding  as of the  effective  date  of  such  resignation,
including the right to require the Lenders to make Base Rate Committed  Loans or
fund risk  participations  in  outstanding  Swing Line Loans pursuant to Section
2.04(c).  Upon the appointment of a successor Swing Line Lender,  such successor
shall  succeed to and become vested with all of the rights,  powers,  privileges
and duties of the retiring Swing Line Lender.


     10.07  Treatment  of  Certain  Information;  Confidentiality.  Each  of the
Administrative  Agent and the Lenders agrees to maintain the  confidentiality of
the Information (as defined below), except that Information may be disclosed (a)
to its Affiliates and to its and its Affiliates' respective partners, directors,
officers,  employees,  agents, advisors and representatives (it being understood
that the  Persons  to whom  such  disclosure  is made  will be  informed  of the
confidential  nature of such Information and instructed to keep such Information
confidential),   (b)  to  the  extent  requested  by  any  regulatory  authority
purporting  to  have  jurisdiction   over  it  (including  any   self-regulatory
authority, such as the National Association of Insurance Commissioners),  (c) to
the extent  required by  applicable  laws or  regulations  or by any subpoena or
similar legal process, (d) to any other party hereto, (e) in connection with the
exercise  of any  remedies  hereunder  or under any other Loan  Document  or any
action or  proceeding  relating to this  Agreement or any other Loan Document or
the enforcement of rights  hereunder or thereunder,  (f) subject to an agreement
containing  provisions  substantially the same as those of this Section,  to (i)
any assignee of or Participant in, or any prospective assignee of or Participant
in, any of its rights or obligations  under this Agreement or (ii) any actual or
prospective counterparty (or its advisors) to any swap or derivative transaction
relating  to the  Borrower  and its  obligations,  (g) with the  consent  of the
Borrower or (h) to the extent such  Information (x) becomes  publicly  available
other than as a result of a breach of this  Section or (y) becomes  available to
the Administrative  Agent, any Lender or any of their respective Affiliates on a
nonconfidential basis from a source other than the Borrower.

     For purposes of this Section,  "Information" means all information received
from the Borrower or any  Subsidiary  relating to the Borrower or any Subsidiary
or any of their respective  businesses,  other than any such information that is
available to the Administrative  Agent or any Lender on a nonconfidential  basis
prior to disclosure  by the Borrower or any  Subsidiary,  provided  that, in the
case of information  received from the Borrower or any Subsidiary after the date
hereof,  such  information  is clearly  identified  at the time of  delivery  as
confidential. Any Person required to maintain the confidentiality of Information
as  provided in this  Section  shall be  considered  to have  complied  with its
obligation  to do so if such  Person has  exercised  the same  degree of care to
maintain the  confidentiality of such Information as such Person would accord to
its own confidential information.
<PAGE>

     Each of the Administrative  Agent and the Lenders acknowledges that (a) the
Information may include material non-public  information concerning the Borrower
or a Subsidiary,  as the case may be, (b) it has developed compliance procedures
regarding the use of material non-public information and (c) it will handle such
material  non-public  information in accordance with  applicable Law,  including
Federal and state securities Laws.


     10.08 Right of Setoff.  If an Event of Default  shall have  occurred and be
continuing,  each  Lender  and each of their  respective  Affiliates  is  hereby
authorized at any time and from time to time, to the fullest extent permitted by
applicable  law, to set off and apply any and all deposits  (general or special,
time or demand, provisional or final, in whatever currency) at any time held and
other obligations (in whatever currency) at any time owing by such Lender or any
such  Affiliate to or for the credit or the account of the Borrower  against any
and all of the obligations of the Borrower now or hereafter  existing under this
Agreement or any other Loan Document to such Lender,  irrespective of whether or
not such Lender  shall have made any demand  under this  Agreement  or any other
Loan Document and although such obligations of the Borrower may be contingent or
unmatured  or are owed to a branch or office of such Lender  different  from the
branch or office  holding such deposit or  obligated on such  indebtedness.  The
rights of each Lender and its  respective  Affiliates  under this Section are in
addition to other  rights and remedies  (including  other rights of setoff) that
such Lender or its respective  Affiliates may have. Each Lender agrees to notify
the Borrower and the  Administrative  Agent  promptly  after any such setoff and
application,  provided that the failure to give such notice shall not affect the
validity of such setoff and application.


     10.09 Interest Rate  Limitation.  Notwithstanding  anything to the contrary
contained in any Loan Document, the interest paid or agreed to be paid under the
Loan  Documents  shall not  exceed the  maximum  rate of  non-usurious  interest
permitted by applicable Law (the "Maximum Rate"). If the Administrative Agent or
any Lender shall  receive  interest in an amount that exceeds the Maximum  Rate,
the excess  interest  shall be applied to the  principal  of the Loans or, if it
exceeds such unpaid principal,  refunded to the Borrower. In determining whether
the interest contracted for, charged, or received by the Administrative Agent or
a Lender exceeds the Maximum Rate,  such Person may, to the extent  permitted by
applicable  Law,  (a)  characterize  any  payment  that is not  principal  as an
expense, fee, or premium rather than interest, (b) exclude voluntary prepayments
and the effects  thereof,  and (c) amortize,  prorate,  allocate,  and spread in
equal or unequal parts the total amount of interest  throughout the contemplated
term of the Obligations hereunder.


     10.10  Counterparts;  Integration;  Effectiveness.  This  Agreement  may be
executed  in  counterparts   (and  by  different  parties  hereto  in  different
counterparts), each of which shall constitute an original, but all of which when
taken together shall constitute a single contract.  This Agreement and the other
Loan Documents  constitute the entire contract among the parties relating to the
subject  matter  hereof  and  supersede  any and  all  previous  agreements  and
understandings,  oral or written,  relating to the subject matter hereof. Except
as provided in Section 4.01, this Agreement shall become effective when it shall
have been executed by the Administrative Agent and when the Administrative Agent
shall have received  counterparts  hereof that,  when taken  together,  bear the
signatures  of  each  of the  other  parties  hereto.  Delivery  of an  executed
counterpart of a signature page of this Agreement by telecopy shall be effective
as delivery of a manually executed counterpart of this Agreement.
<PAGE>

     10.11 Survival of Representations  and Warranties.  All representations and
warranties  made  hereunder  and in any other Loan  Document  or other  document
delivered  pursuant  hereto or thereto or in  connection  herewith or  therewith
shall   survive  the   execution   and  delivery   hereof  and   thereof.   Such
representations  and  warranties  have  been  or  will  be  relied  upon  by the
Administrative  Agent and each Lender,  regardless of any investigation  made by
the  Administrative  Agent or any Lender or on their behalf and  notwithstanding
that the Administrative  Agent or any Lender may have had notice or knowledge of
any  Default at the time of any Credit  Extension,  and shall  continue  in full
force and  effect as long as any Loan or any other  Obligation  hereunder  shall
remain unpaid or unsatisfied.


     10.12  Severability.  If any provision of this  Agreement or the other Loan
Documents is held to be illegal,  invalid or  unenforceable,  (a) the  legality,
validity and  enforceability  of the remaining  provisions of this Agreement and
the other Loan Documents  shall not be affected or impaired  thereby and (b) the
parties  shall  endeavor  in good faith  negotiations  to replace  the  illegal,
invalid or unenforceable provisions with valid provisions the economic effect of
which  comes  as  close  as  possible  to  that  of  the  illegal,   invalid  or
unenforceable  provisions.  The  invalidity  of  a  provision  in  a  particular
jurisdiction shall not invalidate or render  unenforceable such provision in any
other jurisdiction.


     10.13  Replacement of Lenders.  If any Lender requests  compensation  under
Section 3.04, 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 3.01, or if any Lender is a Defaulting Lender, 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, and  consents
required by, Section 10.06), all of its interests,  rights and obligations under
this  Agreement and the related Loan  Documents to an assignee that shall assume
such obligations (which assignee may be another Lender, if a Lender accepts such
assignment), provided that:

     (a) the Borrower shall have paid to the Administrative Agent the assignment
fee specified in Section 10.06(b);

     (b) such  Lender  shall have  received  payment  of an amount  equal to the
outstanding  principal of its Loans, accrued interest thereon,  accrued fees and
all other  amounts  payable to it hereunder  and under the other Loan  Documents
(including  any amounts  under Section 3.05) from the assignee (to the extent of
such  outstanding  principal and accrued  interest and fees) or the Borrower (in
the case of all other amounts);

     (c)  in the  case  of any  such  assignment  resulting  from  a  claim  for
compensation  under  Section  3.04 or payments  required to be made  pursuant to
Section 3.01, such assignment will result in a reduction in such compensation or
payments thereafter; and

     (d) such assignment does not conflict with applicable Laws.

     A Lender shall not be required to make any such  assignment  or  delegation
if,  prior  thereto,  as a result of a waiver by such Lender or  otherwise,  the
circumstances  entitling the Borrower to require such  assignment and delegation
cease to apply.
<PAGE>

     10.14 Governing Law; Jurisdiction; Etc.

     (a) GOVERNING  LAW. THIS  AGREEMENT  SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE  WITH, THE LAW OF THE STATE OF NEW YORK,  INCLUDING FOR SUCH PURPOSES
SECTIONS  5-1401 AND 5-1402 OF THE GENERAL  OBLIGATIONS  LAW OF THE STATE OF NEW
YORK.

     (b)   SUBMISSION   TO   JURISDICTION.    THE   BORROWER   IRREVOCABLY   AND
UNCONDITIONALLY  SUBMITS,  FOR  ITSELF  AND ITS  PROPERTY,  TO THE  NONEXCLUSIVE
JURISDICTION  OF THE COURTS OF THE STATE OF NEW YORK  SITTING IN NEW YORK 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  THIS  AGREEMENT  OR ANY  OTHER  LOAN  DOCUMENT,  OR FOR
RECOGNITION  OR  ENFORCEMENT  OF ANY  JUDGMENT,  AND EACH OF THE PARTIES  HERETO
IRREVOCABLY  AND  UNCONDITIONALLY  AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH
ACTION OR  PROCEEDING  MAY BE HEARD AND  DETERMINED IN SUCH NEW YORK STATE COURT
OR, TO THE FULLEST  EXTENT  PERMITTED BY APPLICABLE  LAW, IN SUCH FEDERAL COURT.
EACH OF THE PARTIES  HERETO  AGREES THAT A FINAL  JUDGMENT IN ANY SUCH ACTION OR
PROCEEDING  SHALL BE CONCLUSIVE  AND MAY BE ENFORCED IN OTHER  JURISDICTIONS  BY
SUIT ON THE  JUDGMENT OR IN ANY OTHER  MANNER  PROVIDED BY LAW.  NOTHING IN THIS
AGREEMENT  OR IN ANY  OTHER  LOAN  DOCUMENT  SHALL  AFFECT  ANY  RIGHT  THAT THE
ADMINISTRATIVE  AGENT 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.

     (c) WAIVER OF VENUE. THE BORROWER  IRREVOCABLY AND UNCONDITIONALLY  WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW
OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT
OF OR  RELATING  TO THIS  AGREEMENT  OR ANY  OTHER  LOAN  DOCUMENT  IN ANY COURT
REFERRED TO IN PARAGRAPH (b) OF THIS SECTION.  EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY  WAIVES,  TO THE FULLEST  EXTENT  PERMITTED BY  APPLICABLE  LAW, THE
DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING
IN ANY SUCH COURT.

     (d) SERVICE OF PROCESS.  EACH PARTY HERETO IRREVOCABLY  CONSENTS TO SERVICE
OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02.  NOTHING IN THIS
AGREEMENT  WILL  AFFECT  THE RIGHT OF ANY PARTY  HERETO TO SERVE  PROCESS IN ANY
OTHER MANNER PERMITTED BY APPLICABLE LAW.


     10.15 Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL
BY JURY  IN ANY  LEGAL  PROCEEDING  DIRECTLY  OR  INDIRECTLY  ARISING  OUT OF OR
RELATING  TO THIS  AGREEMENT  OR ANY OTHER  LOAN  DOCUMENT  OR THE  TRANSACTIONS
CONTEMPLATED  HEREBY OR THEREBY  (WHETHER  BASED ON CONTRACT,  TORT OR ANY OTHER
THEORY).  EACH  PARTY  HERETO  (A) CERTIFIES  THAT NO  REPRESENTATIVE,  AGENT OR
ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED,  EXPRESSLY OR OTHERWISE, THAT SUCH
OTHER  PERSON  WOULD  NOT,  IN THE  EVENT OF  LITIGATION,  SEEK TO  ENFORCE  THE
FOREGOING WAIVER AND (B) ACKNOWLEDGES  THAT IT AND THE OTHER PARTIES HERETO HAVE
BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG
OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
<PAGE>

     10.16 USA PATRIOT  Act  Notice.  Each Lender that is subject to the Act (as
hereinafter  defined) and the Administrative Agent (for itself and not on behalf
of any Lender) hereby notifies the Borrower that pursuant to the requirements of
the Patriot Act, it is required to obtain,  verify and record  information  that
identifies the Borrower,  which information includes the name and address of the
Borrower and other information that will allow such Lender or the Administrative
Agent, as applicable, to identify the Borrower in accordance with the Act.


     10.17  ENTIRE  AGREEMENT.  This  Agreement  and the  other  Loan  Documents
represent the final  agreement  among the parties and may not be contradicted by
evidence  of  prior,  contemporaneous,  or  subsequent  oral  agreements  of the
parties. There are no unwritten oral agreements among the parties.
<PAGE>

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

                                          JOHN WILEY & SONS, INC.


                                          By:-----------------------------------

                                          Name:---------------------------------

                                          Title:--------------------------------
<PAGE>

                                          BANK OF AMERICA, N.A., as
                                          Administrative Agent


                                          By:-----------------------------------

                                          Name:---------------------------------

                                          Title:--------------------------------
<PAGE>

                                          BANK OF AMERICA, N.A., as a Lender and
                                          Swing Line Lender


                                          By:-----------------------------------

                                          Name:---------------------------------

                                          Title:--------------------------------
<PAGE>

                                       LENDERS:



                                          THE ROYAL BANK OF SCOTLAND plc



                                          By:-----------------------------------

                                          Name:---------------------------------

                                          Title:--------------------------------
<PAGE>

                                          CALYON NEW YORK BRANCH



                                          By:-----------------------------------

                                          Name:---------------------------------

                                          Title:--------------------------------
<PAGE>

                                          CITIBANK, N.A.



                                          By:-----------------------------------

                                          Name:---------------------------------

                                          Title:--------------------------------
<PAGE>

                                          NATIONAL CITY BANK



                                          By:-----------------------------------

                                          Name:---------------------------------

                                          Title:--------------------------------
<PAGE>

                                          UNION BANK OF CALIFORNIA, N.A.



                                          By:-----------------------------------

                                          Name:---------------------------------

                                          Title:--------------------------------
<PAGE>

                                          SUMITOMO MITSUI BANKING CORPORATION



                                          By:-----------------------------------

                                          Name:---------------------------------

                                          Title:--------------------------------
<PAGE>

                                          MIZUHO CORPORATE BANK, LTD.



                                          By:-----------------------------------

                                          Name:---------------------------------

                                          Title:--------------------------------
<PAGE>

                                          UFJ BANK LIMITED



                                          By:-----------------------------------

                                          Name:---------------------------------

                                          Title:--------------------------------
<PAGE>

                                          LLOYDS TSB BANK PLC



                                          By:-----------------------------------

                                          Name:---------------------------------

                                          Title:--------------------------------
<PAGE>

                                          ALLIED IRISH BANKS p.l.c.



                                          By:-----------------------------------

                                          Name:---------------------------------

                                          Title:--------------------------------
<PAGE>

                                          KBC BANK N.V.



                                          By:-----------------------------------

                                          Name:---------------------------------

                                          Title:--------------------------------
<PAGE>

                                          THE NORINCHUKIN BANK



                                          By:-----------------------------------

                                          Name:---------------------------------

                                          Title:--------------------------------
<PAGE>

                                          PNC BANK, National Association



                                          By:-----------------------------------

                                          Name:---------------------------------

                                          Title:--------------------------------
<PAGE>

                                          COMMONWEALTH BANK OF AUSTRALIA



                                          By:-----------------------------------

                                          Name:---------------------------------

                                          Title:--------------------------------
<PAGE>

                                                                   SCHEDULE 2.01


                                   COMMITMENTS
                           AND APPLICABLE PERCENTAGES


                                                                      Applicable
Lender                                        Commitment              Percentage
------                                        ----------              ----------

Bank of America, N.A.                         $35,000,000                11.7%

Royal Bank of Scotland                        $30,000,000                10.0%

Calyon                                        $30,000,000                10.0%

Citibank, N.A.                                $20,000,000                 6.7%

National City Bank                            $20,000,000                 6.7%

Union Bank of California                      $20,000,000                 6.7%

Sumitomo Mitsui Banking Corporation           $20,000,000                 6.7%

Mizuho Corporate Bank, Ltd.                   $20,000,000                 6.7%

UFJ Bank Limited                              $15,000,000                 5.0%

Lloyds TSB Bank plc                           $17,500,000                 5.8%

Allied Irish Bank                             $17,500,000                 5.8%

KBC Bank                                      $15,000,000                 5.0%

The Norinchukin Bank                          $15,000,000                 5.0%

PNC Bank                                      $12,500,000                 4.2%

Commonwealth Bank of Australia                $12,500,000                 4.2%

Total                                        $300,000,000         100.000000000%
<PAGE>

                                                                   SCHEDULE 5.05


                   SUPPLEMENT TO INTERIM FINANCIAL STATEMENTS
<PAGE>

                                                                   SCHEDULE 5.13


                                SUBSIDIARIES AND
                            OTHER EQUITY INVESTMENTS



Part (a).         Subsidiaries.
                  -------------



Part (b).         Other Equity Investments.
                  -------------------------
<PAGE>

                                                                   SCHEDULE 7.01


                                 EXISTING LIENS
<PAGE>

                                                                   SCHEDULE 7.03


                              EXISTING INDEBTEDNESS
<PAGE>

                                                                  SCHEDULE 10.02


                         ADMINISTRATIVE AGENT'S OFFICE;
                          CERTAIN ADDRESSES FOR NOTICES


BORROWER:

John Wiley & Sons, Inc.
111 River Street
Hoboken, NJ  07030

Attention: Walter Conklin

ADMINISTRATIVE AGENT:

Your contacts in Credit Services:
---------------------------------
Primary                    Lynne Cole
                           Credit Services Representative

                           Bank of America, N.A.
                           Mail Code: NC1-001-15-04
                           One Independence Center
                           101 N. Tryon St.
                           Charlotte, NC 28255-0001
                           Phone:704-387-3614
                           Fax: 704-409-0003
                           Email: lynne.b.cole@bankofamerica.com


Secondary                  Kathy Mumpower
                           Credit Services Representative

                           Bank of America, N.A.
                           Phone: 704-386-0482
                           Fax: 704-409-0700
                           Email: kathy.mumpower@bankofamerica.com

Wire Instructions:
------------------
                    Bank of America, N.A.     ABA #:     026-009-593
                    New York, NY              Acct.#:    136-621-225-0600

                                              Attn:      Credit Services
                                              Ref:       John Wiley & Sons, Inc.
<PAGE>

Your contacts in Agency Management:
-----------------------------------
Primary                    Tamisha Eason
                           Agency Management Officer
                           Bank of America, N.A.
                           Mail Code: MA5-100-11-02
                           100 Federal Street
                           Boston, MA  02110

                           Telephone:  617-434-9205
                           Fax:   617-790-1284
                           Email: tamisha.u.eason@bankofamerica.com


Secondary                  Kalens Herold
                           Agency Management Officer
                           Bank of America, N.A.
                           Telephone:  617-434-5249
                           Fax:    617-790-0474
                           Email:  kalens.herold@bankofamerica.com


Your contacts for Issuing Standby Letters of Credit:
----------------------------------------------------
Primary                    Alfonso Malave
                           Trade Services
                           Bank of America, N.A.
                           PA6-580-02-30
                           1 Fleet Way
                           Scranton, PA
                           Telephone: 570-330-4212
                           Fax: 800-755-8743
                           Email: alfonso.malave@bankofamerica.com
<PAGE>

                                                                  SCHEDULE 10.06


                         PROCESSING AND RECORDATION FEES


     The  Administrative  Agent will charge a processing and recordation fee (an
"Assignment Fee") in the amount of $2,500 for each assignment;  provided that in
the event of two or more concurrent  assignments to members of the same Assignee
Group  (which may be effected by a  suballocation  of an assigned  amount  among
members of such Assignee Group) or two or more concurrent assignments by members
of the same  Assignee  Group to a single  Eligible  Assignee  (or to an Eligible
Assignee and members of its Assignee  Group),  the Assignment Fee will be $2,500
plus the amount set forth below:

                              Transaction                         Assignment Fee

         First four concurrent assignments or suballocations            -0-
         to members of an Assignee Group (or from members of
         an Assignee Group, as applicable)

         Each additional concurrent assignment or                      $500
         suballocation to a member of such Assignee Group (or
         from a member of such Assignee Group, as applicable)
<PAGE>

                                                                       EXHIBIT A


                          FORM OF COMMITTED LOAN NOTICE

                                                       Date:  ___________, _____

To:  Bank of America, N.A., as Administrative Agent

Ladies and Gentlemen:

     Reference is made to that certain Credit Agreement, dated as of November 9,
2005 (as amended,  restated,  extended,  supplemented  or otherwise  modified in
writing from time to time, the "Agreement;" the terms defined therein being used
herein  as  therein  defined),  among  John  Wiley  &  Sons,  Inc.,  a New  York
corporation (the "Borrower"),  the Lenders from time to time party thereto,  and
Bank of America, N.A., as Administrative Agent and Swing Line Lender.

     The undersigned hereby requests (select one):

     __A Borrowing of Committed Loans    __A conversion or continuation of Loans

     1.   On -------------------- (a Business Day).

     2.   In the amount of $--------------------.

     3.   Comprised of  ----------------------------------.
                        [Type of Committed Loan requested]

     4.   For Eurodollar Rate Loans: with an Interest Period -------- of months.

     The  Committed  Borrowing,  if any,  requested  herein  complies  with  the
provisos to the first sentence of Section 2.01 of the Agreement.

                                                     JOHN WILEY & SONS, INC.


                                                     By:------------------------

                                                     Name:----------------------

                                                     Title:---------------------
<PAGE>

                                                                     EXHIBIT B-1


                               FORM OF BID REQUEST

To:  Bank of America, N.A., as Administrative Agent

Ladies and Gentlemen:

     Reference is made to that certain Credit Agreement, dated as of November 9,
2005 (as amended,  restated,  extended,  supplemented  or otherwise  modified in
writing from time to time, the "Agreement;" the terms defined therein being used
herein  as  therein  defined),  among  John  Wiley  &  Sons,  Inc.,  a New  York
corporation (the "Borrower"),  the Lenders from time to time party thereto,  and
Bank of America, N.A., as Administrative Agent and Swing Line Lender.

     The Lenders are invited to make Bid Loans:

     1.   On -------------------- (a Business Day).

     2.   In an aggregate amount not exceeding  $--------------------  (with any
          sublimits set forth below).

     3.   Comprised of (select one):

     __Bid Loans based on an Absolute Rate  __Bid Loans based on Eurodollar Rate

    Bid Loan No.           Interest Period             Maximum principal
                              requested                 amount requested
--------------------------------------------------------------------------------
         1                 _______days/mos               $____________

         2                 _______days/mos               $____________

         3                 _______days/mos               $____________

     The Bid Borrowing  requested  herein complies with the  requirements of the
proviso to the first sentence of Section 2.03(a) of the Agreement.
<PAGE>

     The  Borrower  authorizes  the  Administrative  Agent to  deliver  this Bid
Request to the Lenders.  Responses by the Lenders must be in  substantially  the
form of Exhibit B-2 to the Agreement and must be received by the  Administrative
Agent by the time  specified in Section  2.03 of the  Agreement  for  submitting
Competitive Bids.

                                                     JOHN WILEY & SONS, INC.



                                                     By:------------------------

                                                     Name:----------------------

                                                     Title:---------------------
<PAGE>

                                                                     EXHIBIT B-2


                             FORM OF COMPETITIVE BID

                                                                __________, ____

To:  Bank of America, N.A., as Administrative Agent

Ladies and Gentlemen:

     Reference is made to that certain Credit Agreement, dated as of November 9,
2005 (as amended,  restated,  extended,  supplemented  or otherwise  modified in
writing from time to time, the "Agreement;" the terms defined therein being used
herein  as  therein  defined),  among  John  Wiley  &  Sons,  Inc.,  a New  York
corporation (the "Borrower"),  the Lenders from time to time party thereto,  and
Bank of America, N.A., as Administrative Agent and Swing Line Lender.

     In response to the Bid Request dated , ____, the undersigned offers to make
the following Bid Loan(s):

     1.   Borrowing date:-------------------- (a Business Day).

     2.   In an aggregate amount not exceeding  $----------  (with any sublimits
          set forth below).

     3.   Comprised of:

                 Interest Period                            Absolute Rate Bid or
Bid Loan No.        offered             Bid Maximum        Eurodollar Margin Bid
--------------------------------------------------------------------------------
    1            _______days/mos        $__________          (- +)  _______%

    2            _______days/mos        $__________          (- +)  _______%

    3            _______days/mos        $__________          (- +)  _______%
<PAGE>

Contact Person:--------------------               Telephone:--------------------



                                                     [LENDER]


                                                     By:------------------------

                                                     Name:----------------------

                                                     Title:---------------------



********************************************************************************

     THIS  SECTION IS TO BE COMPLETED BY THE BORROWER IF IT WISHES TO ACCEPT ANY
OFFERS CONTAINED IN THIS COMPETITIVE BID:

     The offers made above are hereby accepted in the amounts set forth below:

            ------------     -------------------------
            Bid Loan No.     Principal Amount Accepted
            ------------     -------------------------
                             $
            ------------     -------------------------
                             $
            ------------     -------------------------
                             $
            ------------     -------------------------


JOHN WILEY & SONS, INC.



By:-------------------------

Name:-----------------------

Title:----------------------

Date:-----------------------
<PAGE>

                                                                       EXHIBIT C


                         FORM OF SWING LINE LOAN NOTICE

                                                       Date:  ___________, _____

To:  Bank of America,  N.A.,  as Swing Line Lender
     Bank of America, N.A., as Administrative Agent

Ladies and Gentlemen:

     Reference is made to that certain Credit Agreement, dated as of November 9,
2005 (as amended,  restated,  extended,  supplemented  or otherwise  modified in
writing from time to time, the "Agreement;" the terms defined therein being used
herein  as  therein  defined),  among  John  Wiley  &  Sons,  Inc.,  a New  York
corporation (the "Borrower"),  the Lenders from time to time party thereto,  and
Bank of America, N.A., as Administrative Agent and Swing Line Lender.

     The undersigned hereby requests a Swing Line Loan:

     1.   On -------------------- (a Business Day).

     2.   In the amount of $--------------------.

     The Swing Line Borrowing requested herein complies with the requirements of
the provisos to the first sentence of Section 2.04(a) of the Agreement.

                                                     JOHN WILEY & SONS, INC.



                                                     By:------------------------

                                                     Name:----------------------

                                                     Title:---------------------
<PAGE>

                                                                       EXHIBIT D


                                  FORM OF NOTE


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

     FOR VALUE RECEIVED, the undersigned (the "Borrower") hereby promises to pay
to  _____________________  or registered  assigns (the "Lender"),  in accordance
with the  provisions of the Agreement (as  hereinafter  defined),  the principal
amount of each Loan from time to time made by the Lender to the  Borrower  under
that  certain  Credit  Agreement,  dated as of  November  9,  2005 (as  amended,
restated,  extended,  supplemented or otherwise modified in writing from time to
time, the  "Agreement;"  the terms defined  therein being used herein as therein
defined),  among the Borrower,  the Lenders from time to time party thereto, and
Bank of America, N.A., as Administrative Agent and Swing Line Lender.

     The  Borrower  promises to pay interest on the unpaid  principal  amount of
each Loan  from the date of such Loan  until  such  principal  amount is paid in
full,  at such  interest  rates and at such times as provided in the  Agreement.
Except as otherwise provided in Section 2.04(f) of the Agreement with respect to
Swing Line Loans,  all payments of principal  and interest  shall be made to the
Administrative  Agent for the  account of the  Lender in Dollars in  immediately
available funds at the Administrative  Agent's Office. If any amount is not paid
in full when due hereunder,  such unpaid amount shall bear interest,  to be paid
upon  demand,  from the due date thereof  until the date of actual  payment (and
before as well as after  judgment)  computed  at the per annum rate set forth in
the Agreement.

     This Note is one of the Notes referred to in the Agreement,  is entitled to
the benefits thereof and may be prepaid in whole or in part subject to the terms
and conditions provided therein.  Upon the occurrence and continuation of one or
more of the Events of Default  specified  in the  Agreement,  all  amounts  then
remaining  unpaid  on  this  Note  shall  become,  or  may  be  declared  to be,
immediately due and payable all as provided in the Agreement.  Loans made by the
Lender shall be evidenced by one or more loan accounts or records  maintained by
the Lender in the  ordinary  course of  business.  The  Lender  may also  attach
schedules to this Note and endorse thereon the date,  amount and maturity of its
Loans and payments with respect thereto.

     The  Borrower,  for itself,  its  successors  and  assigns,  hereby  waives
diligence,  presentment,  protest  and  demand and  notice of  protest,  demand,
dishonor and non-payment of this Note.
<PAGE>

     THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK, INCLUDING FOR SUCH PURPOSES SECTIONS 5-1401 AND 5-1402 OF
THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK.

                                                     JOHN WILEY & SONS, INC.



                                                     By:------------------------

                                                     Name:----------------------

                                                     Title:---------------------
<PAGE>

                     LOANS AND PAYMENTS WITH RESPECT THERETO


                                        Amount of
                                       Principal or   Outstanding
                              End of     Interest      Principal
       Type of   Amount of   Interest   Paid This       Balance      Notation
Date  Loan Made  Loan Made    Period      Date         This Date      Made By

----  ---------  ---------   --------  ------------  ------------   ----------
----  ---------  ---------   --------  ------------  ------------   ----------
----  ---------  ---------   --------  ------------  ------------   ----------
----  ---------  ---------   --------  ------------  ------------   ----------
----  ---------  ---------   --------  ------------  ------------   ----------
----  ---------  ---------   --------  ------------  ------------   ----------
----  ---------  ---------   --------  ------------  ------------   ----------
----  ---------  ---------   --------  ------------  ------------   ----------
----  ---------  ---------   --------  ------------  ------------   ----------
----  ---------  ---------   --------  ------------  ------------   ----------
----  ---------  ---------   --------  ------------  ------------   ----------
----  ---------  ---------   --------  ------------  ------------   ----------
----  ---------  ---------   --------  ------------  ------------   ----------
----  ---------  ---------   --------  ------------  ------------   ----------
----  ---------  ---------   --------  ------------  ------------   ----------
----  ---------  ---------   --------  ------------  ------------   ----------
----  ---------  ---------   --------  ------------  ------------   ----------
----  ---------  ---------   --------  ------------  ------------   ----------
----  ---------  ---------   --------  ------------  ------------   ----------
<PAGE>

                                                                       EXHIBIT E


                         FORM OF COMPLIANCE CERTIFICATE

                                             Financial Statement Date: _________

To:  Bank of America, N.A., as Administrative Agent

Ladies and Gentlemen:

     Reference is made to that certain Credit Agreement, dated as of November 9,
2005 (as amended,  restated,  extended,  supplemented  or otherwise  modified in
writing from time to time, the "Agreement;" the terms defined therein being used
herein  as  therein  defined),  among  John  Wiley  &  Sons,  Inc.,  a New  York
corporation (the "Borrower"),  the Lenders from time to time party thereto,  and
Bank of America, N.A., as Administrative Agent and Swing Line Lender.

     The undersigned  Responsible Officer hereby certifies as of the date hereof
that he/she is the of the Borrower,  and that, as such,  he/she is authorized to
execute and deliver this Certificate to the  Administrative  Agent on the behalf
of the Borrower, and that:

      [Use following paragraph 1 for fiscal year-end financial statements]

     1.  Attached  hereto  as  Schedule  1 are the  year-end  audited  financial
statements  required by Section  6.01(a) of the Agreement for the fiscal year of
the Borrower ended as of the above date, together with the report and opinion of
an independent certified public accountant required by such section.

     [Use following paragraph 1 for fiscal quarter-end financial statements]

     2.  Attached  hereto as Schedule 1 are the unaudited  financial  statements
required  by Section  6.01(b)  of the  Agreement  for the fiscal  quarter of the
Borrower ended as of the above date.  Such financial  statements  fairly present
the financial  condition,  results of operations  and cash flows of the Borrower
and its  Subsidiaries  in  accordance  with  GAAP as at such  date  and for such
period,  subject only to normal  year-end audit  adjustments  and the absence of
footnotes.

     3. The  undersigned  has  reviewed  and is  familiar  with the terms of the
Agreement and has made, or has caused to be made under  his/her  supervision,  a
detailed review of the  transactions  and condition  (financial or otherwise) of
the Borrower  during the  accounting  period  covered by the attached  financial
statements.

     4. A review of the activities of the Borrower during such fiscal period has
been made under the  supervision of the  undersigned  with a view to determining
whether  during such fiscal  period the Borrower  performed and observed all its
Obligations under the Loan Documents, and
<PAGE>

                                  [select one:]

     [to the best knowledge of the  undersigned  during such fiscal period,  the
Borrower  performed  and  observed  each  covenant  and  condition  of the  Loan
Documents applicable to it, and no Default has occurred and is continuing.]

                                     --or--

     [the following  covenants or conditions have not been performed or observed
and the following is a list of each such Default
and its nature and status:]

     5. The  representations,  warranties  and  certifications  of the  Borrower
contained  in  Article V of the  Agreement,  any other Loan  Document  or in any
document  furnished at any time under or in connection  with the Loan Documents,
are true and  correct on and as of the date  hereof,  except to the extent  that
such  representations,  warranties and  certifications  specifically refer to an
earlier  date,  in which case they are true and correct as of such earlier date,
and except that for purposes of this Compliance Certificate, the representations
and warranties contained in clauses (a) and (b) of Section 5.05 of the Agreement
shall be deemed to refer to the most  recent  statements  furnished  pursuant to
clauses (a) and (b), respectively,  of Section 6.01 of the Agreement,  including
the  statements  in  connection  with  which  this  Compliance   Certificate  is
delivered.

     6. The financial covenant analyses and information set forth on Schedules 2
and 3  attached  hereto  are  true  and  accurate  on and as of the date of this
Certificate.

     IN WITNESS  WHEREOF,  the undersigned  has executed this  Certificate as of
---------- -----, -----.

                                                     JOHN WILEY & SONS, INC.



                                                     By:------------------------

                                                     Name:----------------------

                                                     Title:---------------------
<PAGE>

                For the Quarter/Year ended ___________________("Statement Date")


                                   SCHEDULE 2
                          to the Compliance Certificate
                                  ($ in 000's)


I.   Section 7.11 (a) - Consolidated Interest Coverage Ratio.

     A.   Consolidated  EBITDA for four  consecutive  fiscal  quarters ending on
          above date ("Subject Period"):

          1.   Consolidated Net Income for Subject Period:       $--------------

          2.   Consolidated Interest Charges for Subject Period: $--------------

          3.   Provision for income taxes for Subject Period:    $--------------

          4.   Depreciation for Subject Period                   $--------------

          5.   Amortization for Subject Period                   $--------------

          6.   Consolidated EBITDA (Lines I.A1 + 2 + 3 + 4 + 5): $--------------

     B.   Consolidated Interest Charges for Subject Period:      $--------------

     C.   Consolidated Interest Coverage Ratio
          (Line I.A.6 / Line I.B):                                --------- to 1

          Minimum required: 2.00:1.00
<PAGE>

II.  Section 7.11 (b) - Consolidated Leverage Ratio.

     A.   Consolidated Funded Indebtedness at Statement Date:        $----------

     B.   Consolidated EBITDA for Subject Period (Line I.A.6 above): $----------

     C.   Consolidated Leverage Ratio (Line II.A / Line II.B):        ----- to 1

          Maximum permitted: 3.50:1.00
<PAGE>


        For the Quarter/Year ended ___________________("Statement Date")


                               Consolidated EBITDA
            (in accordance with the definition of Consolidated EBITDA
                         as set forth in the Agreement)

--------------------------------------------------------------------------------
                                                                          Twelve
                                  Quarter   Quarter   Quarter   Quarter   Months
Consolidated                       Ended     Ended     Ended     Ended    Ended
EBITDA                            _______   _______   _______   _______   ______
--------------------------------------------------------------------------------


Consolidated Net Income           -------   -------   -------   -------   ------


+ Consolidated Interest Charges   -------   -------   -------   -------   ------


+ income taxes                    -------   -------   -------   -------   ------


+  depreciation                   -------   -------   -------   -------   ------


+  amortization                   -------   -------   -------   -------   ------


=  Consolidated EBITDA            -------   -------   -------   -------   ------


--------------------------------------------------------------------------------
<PAGE>

                                                                       EXHIBIT F


                            ASSIGNMENT AND ASSUMPTION

     This Assignment and Assumption (this  "Assignment and Assumption") is dated
as of the  Effective  Date set forth  below and is entered  into by and  between
[Insert name of Assignor]  (the  "Assignor")  and [Insert name of Assignee] (the
"Assignee").  Capitalized  terms  used but not  defined  herein  shall  have the
meanings  given to them in the Credit  Agreement  identified  below (the "Credit
Agreement"),  receipt of a copy of which is hereby acknowledged by the Assignee.
The  Standard  Terms and  Conditions  set forth in Annex 1  attached  hereto are
hereby  agreed to and  incorporated  herein by reference and made a part of this
Assignment and Assumption as if set forth herein in full.

     For an agreed  consideration,  the Assignor  hereby  irrevocably  sells and
assigns to the  Assignee,  and the Assignee  hereby  irrevocably  purchases  and
assumes from the Assignor,  subject to and in accordance with the Standard Terms
and  Conditions and the Credit  Agreement,  as of the Effective Date inserted by
the Administrative  Agent as contemplated below (i) all of the Assignor's rights
and  obligations as a Lender under the Credit  Agreement and any other documents
or instruments  delivered  pursuant  thereto to the extent related to the amount
and percentage  interest  identified below of all of such outstanding rights and
obligations  of the Assignor under the respective  facilities  identified  below
(including,   without  limitation,   the  Swing  Line  Loans  included  in  such
facilities)  and (ii) to the extent  permitted to be assigned  under  applicable
law, all claims, suits, causes of action and any other right of the Assignor (in
its capacity as a Lender) against any Person, whether known or unknown,  arising
under or in  connection  with the  Credit  Agreement,  any  other  documents  or
instruments delivered pursuant thereto or the loan transactions governed thereby
or in any way based on or related to any of the  foregoing,  including,  but not
limited to, contract claims, tort claims,  malpractice claims,  statutory claims
and all other claims at law or in equity  related to the rights and  obligations
sold and assigned  pursuant to clause (i) above (the rights and obligations sold
and  assigned  pursuant to clauses  (i) and (ii) above being  referred to herein
collectively as, the "Assigned  Interest").  Such sale and assignment is without
recourse to the Assignor and,  except as expressly  provided in this  Assignment
and Assumption, without representation or warranty by the Assignor.

1.   Assignor: ______________________________

2.   Assignee: ______________________________ [and is an Affiliate/Approved Fund
     of [identify Lender]]

3.   Borrower(s): John Wiley & Sons, Inc.

4.   Administrative  Agent: Bank of America,  N.A., as the administrative  agent
     under the Credit Agreement

5.   Credit  Agreement:  Credit  Agreement,  dated as of November 9, 2005, among
     John Wiley & Sons, Inc., a New York corporation,  as Borrower,  the Lenders
     from  time  to  time  party  thereto,   and  Bank  of  America,   N.A.,  as
     Administrative Agent and Swing Line Lender.
<PAGE>

6.   Assigned Interest:

--------------------------------------------------------------------------------
                       Aggregate
                       Amount of        Amount of      Percentage
                       Commitment      Commitment      Assigned of        CUSIP
Facility Assigned   for all Lenders*    Assigned*   Commitment/Loans(1)   Number
--------------------------------------------------------------------------------

Revolving Credit    $_______________   $_________    ______________%
  Commitment


_______________     $_______________   $_________    ______________%


_______________     $_______________   $_________    ______________%


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

7.   [Trade Date: __________________]

Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT
AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER
THEREFOR.]






















---------------------------------
      *    Amount to be  adjusted  by the  counterparties  to take into  account
any payments or prepayments  made between the Trade Date and the Effective Date.

      1    Set  forth,   to  at  least  9  decimals,  as  a  percentage  of  the
Commitment/Loans of all lenders thereunder.
<PAGE>

     The terms set forth in this Assignment and Assumption are hereby agreed to:

                                                     ASSIGNOR
                                                     --------
                                                     [NAME OF ASSIGNOR]


                                                     By:------------------------
                                                              Title:



                                                     ASSIGNEE
                                                     --------
                                                     [NAME OF ASSIGNEE]


                                                     By:------------------------
                                                              Title:

 [Consented to and](2) Accepted:

BANK OF AMERICA, N.A., as
  Administrative Agent

By:------------------------------
     Title:


[Consented to:](3)

BANK OF AMERICA, N.A., as
  Swingline Lender

By:------------------------------
     Title:


JOHN WILEY & SONS, INC., as
  Borrower

By:------------------------------
     Title:




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

  2    To be added only if the consent of the  Administrative  Agent is required
by the terms of the Credit Agreement.

  3    To be added only if the  consent of the  Borrower  and/or  other  parties
(e.g. Swing Line Lender) is required by the terms of the Credit Agreement.
<PAGE>

                                            ANNEX 1 TO ASSIGNMENT AND ASSUMPTION


                        STANDARD TERMS AND CONDITIONS FOR

                            ASSIGNMENT AND ASSUMPTION


     1. Representations and Warranties.

     1.1. Assignor.  The Assignor (a) represents and warrants that (i) it is the
legal and beneficial owner of the Assigned Interest,  (ii) the Assigned Interest
is free and clear of any lien,  encumbrance  or other adverse claim and (iii) it
has full power and authority, and has taken all action necessary, to execute and
deliver this  Assignment  and  Assumption  and to  consummate  the  transactions
contemplated  hereby; and (b) assumes no responsibility  with respect to (i) any
statements,  warranties or  representations  made in or in  connection  with the
Credit  Agreement  or any other Loan  Document,  (ii) the  execution,  legality,
validity,  enforceability,   genuineness,  sufficiency  or  value  of  the  Loan
Documents or any  collateral  thereunder,  (iii) the financial  condition of the
Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in
respect  of any Loan  Document  or (iv) the  performance  or  observance  by the
Borrower,  any of its  Subsidiaries  or Affiliates or any other Person of any of
their respective obligations under any Loan Document.

     1.2.  Assignee.  The Assignee (a)  represents  and warrants that (i) it has
full power and  authority,  and has taken all action  necessary,  to execute and
deliver this  Assignment  and  Assumption  and to  consummate  the  transactions
contemplated  hereby and to become a Lender under the Credit Agreement,  (ii) it
meets all  requirements  of an  Eligible  Assignee  under the  Credit  Agreement
(subject  to  receipt  of such  consents  as may be  required  under the  Credit
Agreement),  (iii) from and after the  Effective  Date, it shall be bound by the
provisions of the Credit Agreement as a Lender  thereunder and, to the extent of
the Assigned Interest,  shall have the obligations of a Lender thereunder,  (iv)
it has received a copy of the Credit Agreement, together with copies of the most
recent  financial  statements  delivered  pursuant  to  Section __  thereof,  as
applicable,   and  such  other  documents  and  information  as  it  has  deemed
appropriate  to make its own credit  analysis  and  decision  to enter into this
Assignment and Assumption and to purchase the Assigned  Interest on the basis of
which it has made such analysis and decision  independently and without reliance
on the  Administrative  Agent or any  other  Lender,  and (v) if it is a Foreign
Lender,  attached  hereto is any  documentation  required to be  delivered by it
pursuant to the terms of the Credit  Agreement,  duly  completed and executed by
the  Assignee;  and (b)  agrees  that (i) it  will,  independently  and  without
reliance on the  Administrative  Agent,  the Assignor or any other  Lender,  and
based on such  documents and  information  as it shall deem  appropriate  at the
time,  continue to make its own credit  decisions in taking or not taking action
under the Loan  Documents,  and (ii) it will  perform in  accordance  with their
terms  all of the  obligations  which by the  terms of the  Loan  Documents  are
required to be performed by it as a Lender.
<PAGE>

     2. Payments.  From and after the Effective Date, the  Administrative  Agent
shall make all payments in respect of the Assigned Interest  (including payments
of  principal,  interest,  fees and other  amounts) to the  Assignor for amounts
which have accrued to but excluding  the Effective  Date and to the Assignee for
amounts which have accrued from and after the Effective Date.

     3. General  Provisions.  This  Assignment and  Assumption  shall be binding
upon,  and inure to the  benefit  of, the  parties  hereto and their  respective
successors  and assigns.  This  Assignment and Assumption may be executed in any
number of counterparts, which together shall constitute one instrument. Delivery
of an executed counterpart of a signature page of this Assignment and Assumption
by telecopy shall be effective as delivery of a manually executed counterpart of
this Assignment and Assumption. This Assignment and Assumption shall be governed
by,  and  construed  in  accordance  with,  the law of the  State  of New  York,
including  for  such  purposes   Sections  5-1401  and  5-1402  of  the  General
Obligations Law of the State of New York
<PAGE>

                                                                       EXHIBIT G


                                 FORM OF OPINION
</TEXT>
</DOCUMENT>
