10-Q

SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549
___________

FORM 10-Q

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

For the quarter ended September 28, 2001OR

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

For the transition period from _________________ to _________________

Commission File No. 1-4850

COMPUTER SCIENCES CORPORATION
(Exact name of registrant as specified in its charter)

Nevada (State or Other Jurisdiction of Incorporation or Organization)	95-2043126 (I.R.S. Employer Identification No.)
2100 East Grand Avenue El Segundo, California (Address of Principal Executive Offices)	90245 (Zip Code)

Registrant's Telephone Number, Including Area Code: (310) 615-0311

       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 o

       170,326,724 shares of Common Stock, $1.00 par value, were outstanding on October 26, 2001.

COMPUTER SCIENCES CORPORATION
INDEX TO FORM 10-Q
 

PART I.	FINANCIAL INFORMATION	Page
Item 1.	Financial Statements
	Consolidated Condensed Statements of Income, Second Quarter and      Six Months Ended September 28, 2001 and September 29, 2000	3
	Consolidated Condensed Balance Sheets,      September 28, 2001 and March 30, 2001	4
	Consolidated Condensed Statements of Cash Flows,      Six Months Ended September 28, 2001 and September 29, 2000	5
	Notes to Consolidated Condensed Financial Statements	6
Item 2.	Management's Discussion and Analysis of      Financial Condition and Results of Operations	11
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	14
PART II.	OTHER INFORMATION
Item 4.	Submission of matters to a vote of Security-Holders	15
Item 6.	Exhibits and Reports on Form 8-K	16

PART I, ITEM 1. FINANCIAL STATEMENTS
COMPUTER SCIENCES CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF INCOME (unaudited)

	Second Quarter Ended		Six Months Ended
(In millions except per-share amounts)	Sept. 28,   2001	Sept. 29,   2000	Sept. 28,   2001	Sept. 29,    2000
Revenues	$2,765.3	$2,498.9	$5,478.9	$4,962.2
Costs of services	2,227.8	1,978.6	4,466.8	3,947.4
Selling, general and administrative	182.8	181.2	355.1	374.4
Depreciation and amortization	216.7	157.3	416.0	300.1
Interest expense	41.9	23.2	79.5	39.8
Interest income	(2.3)	(4.0)	(5.8)	(7.6)
Total costs and expenses	2,666.9	2,336.3	5,311.6	4,654.1
Income before taxes	98.4	162.6	167.3	308.1
Taxes on income	30.2	53.6	51.4	103.1
Net income	$    68.2  =======	$  109.0  =======	$  115.9  =======	$  205.0  =======
Earnings per share (note A):
Basic	$     0.40  =======	$  0. 65  ======	$     0.68  =======	$    1.22 ======
Diluted	$     0.40  =======	$  0.64  ======	$      0.68  =======	$    1.20 ======

See accompanying notes.

COMPUTER SCIENCES CORPORATION
CONSOLIDATED CONDENSED BALANCE SHEETS

(In millions)	Sept. 28, 2001	March 30, 2001
	(unaudited)
ASSETS
Cash and cash equivalents	$       112.3	$     184.7
Receivables	2,853.2	2,620.8
Prepaid expenses and other current assets	561.2	398.5
Total current assets	3,526.7	3,204.0
Property and equipment, net	1,906.4	1,858.4
Outsourcing contract costs, net	754.0	633.8
Software, net	328.1	299.6
Excess of cost of businesses acquired over      related net assets, net	1,667.8	1,653.6
Other assets	511.5	525.4
Total assets	$   8,694.5  ========	$   8,174.8  ========
LIABILITIES
Short-term debt and current             maturities of long-term debt	$     798.5	$   1,354.6
Accounts payable	554.0	502.5
Accrued payroll and related costs	562.0	538.4
Other accrued expenses	712.9	833.7
Deferred revenue	197.5	198.9
Income taxes payable	205.7	160.8
Total current liabilities	3,030.6	3,588.9
Long-term debt, net	1,844.9	1,029.4
Other long-term liabilities	423.8	341.3
STOCKHOLDERS' EQUITY (note C)
Common stock issued, par value $1.00 per share	170.5	169.1
Additional paid-in capital	1,010.7	965.2
Earnings retained for use in business	2,410.1	2,294.2
Accumulated other comprehensive loss (note E)	(178.6)	(195.8)
Less common stock in treasury	(17.5)	(17.5)
Total stockholders' equity	3,395.2	3,215.2
Total liabilities and stockholders' equity	$   8,694.5  ========	$   8,174.8  ========

See accompanying notes.

COMPUTER SCIENCES CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (unaudited)

	Six Months Ended
(In millions)	Sept. 28, 2001	Sept. 29, 2000
Cash flows from operating activities:
Net income	$    115.9	$    205.0
Adjustments to reconcile net income to net       cash used in operating activities:
Depreciation and amortization and other non-cash charges	424.9	304.2
Changes in assets and liabilities, net of effects of acquisitions:
Increase in assets	(373.3)	(427.0)
Increase (decrease) in liabilities	19.2	(27.0)
Net cash provided by operating activities	186.7	55.2
Investing activities:
Purchases of property and equipment	(358.0)	(320.4)
Acquisitions, net of cash acquired	(41.5)	(122.0)
Outsourcing contracts	(78.9)	(192.6)
Software	(72.2)	(66.8)
Other investing cash flows	(16.0)	(11.2)
Net cash used in investing activities	(566.6)	(713.0)
Financing activities:
Repayment under commercial paper, net	(694.0)	(40.9)
(Repayment) borrowings under lines of credit, net	(38.7)	70.2
Proceeds from debt issuance	1,000.0	500.0
Principal payments on long-term debt	(10.0)	(5.8)
Proceeds from stock option and other common stock transactions	48.1	25.2
Other financing cash flows	1.7	(14.6)
Net cash provided by financing activities	307.1	534.1
Effect of exchange rate changes on cash and cash equivalents	.4	(1.6)
Net decrease in cash and cash equivalents	(72.4)	(125.3)
Cash and cash equivalents at beginning of year	184.7	260.4
Cash and cash equivalents at end of period	$    112.3  =======	$    135.1  =======

See accompanying notes.

COMPUTER SCIENCES CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (unaudited)

(A) Basic and diluted earnings per share are calculated as follows (in millions except per share amounts):

	Second Quarter Ended
	Sept. 28, 2001	Sept. 29, 2000
Net income	$      68.2    =======	$   109.0    ======
Common share information:              Average common shares outstandingfor basic EPS              Dilutive effect of stock options	169.730           .820	168.178         2.675
Shares for diluted EPS	170.550    ======	170.853    ======
Basic EPS	$        .40	$       .65
Diluted EPS	.40	.64

	Six Months Ended
	Sept. 28, 2001	Sept. 29, 2000
Net income	$    115.9    ======	$    205.0    ======
Common share information:              Average common shares outstandingfor basic EPS              Dilutive effect of stock options	169.391          .954	167.984          3.013
Shares for diluted EPS	170.345    ======	170.997    ======
Basic EPS	$       .68	$      1.22
Diluted EPS	.68	1.20

	The computation of diluted EPS did not include stock options which were antidilutive, as their exercise price was greater than the average market price of the common stock of Computer Sciences Corporation ("CSC" or the "Company") during the quarter. The number of such options was 7,526,810 and 2,203,697 at September 28, 2001 and September 29, 2000, respectively.
(B)	Included in the consolidated condensed balance sheets are the following accumulated depreciation and amortization amounts:

	Sept. 28, 2001	March 30, 2001
Property and equipment	$1,848.7	$1,649.0
Outsourcing contract costs	323.9	259.6
Software	288.0	227.6
Excess of cost of business acquired      over related net assets	247.8	206.9

(C)	No dividends were paid during the periods presented. At September 28, 2001 and March 30, 2001, there were 170,544,433 and 169,127,404 shares, respectively, of $1.00 par value common stock issued, and 413,457 shares of treasury stock.
(D)	Cash payments for interest on indebtedness were $59.8 million and $34.2 million for the six months ended September 28, 2001 and September 29, 2000, respectively. Cash payments for taxes on income were $12.3 million and $27.5 million for the six months ended September 28, 2001 and September 29, 2000, respectively.
(E)	The components of comprehensive income, net of tax, are as follows (in millions):

	Second Quarter Ended
	Sept. 28, 2001	Sept 29, 2000
Net income	$ 68.2	$ 109.0
Foreign currency translation adjustment	25.7	(57.1)
Unrealized gain on available for sale securities	1.0	.4
Comprehensive income	$ 94.9      =====	$  52.3      =====

	Six Months Ended
	Sept. 28, 2001	Sept 29, 2000
Net income	$ 115.9	$ 205.0
Foreign currency translation adjustment	16.7	(87.6)
Unrealized gain (loss) on available for sale securities	.5	(3.6)
Comprehensive income	$ 133.1      ======	$ 113.8      ======

Accumulated other comprehensive loss presented on the accompanying consolidated condensed balance sheets consists of the accumulated foreign currency translation adjustment, the minimum pension liability adjustment, and the net unrealized loss on available for sale securities.

(F)

CSC's business involves operations which provide management and information technology consulting, systems integration and outsourcing. Based on the criteria of Statement of Financial Accounting Standards ("SFAS") No. 131, "Disclosure about Segments of an Enterprise and Related Information," CSC has two reportable segments: the U.S. Federal Sector and the Global Commercial Sector. The U.S. Federal Sector operates principally within a regulatory environment subject to governmental contracting and accounting requirements, including Federal Acquisition Regulations, Cost Accounting Standards and audits by various U.S. Federal agencies. The U.S. Federal Sector revenues reported below will vary from U.S. Federal government revenue presented elsewhere in this report due to overlapping activities between segments. Information on reportable segments is as follows (in millions):

	Global Commercial    Sector	U.S. Federal   Sector	Corporate	Total
Second Quarter Ended   September 28, 2001
Revenues	$2,117.3	$647.9	$   .1	$2,765.3
Earnings (loss) before     interest and taxes	107.2	39.4	(8.6)	138.0
Second Quarter Ended   September 29, 2000
Revenues	1,880.6	618.0	.3	2,498.9
Earnings (loss) before     interest and taxes	141.4	43.9	(3.5)	181.8

	Global Commercial    Sector	U.S. Federal   Sector	Corporate	Total
Six Months Ended   September 28, 2001
Revenues	$4,164.7	$1,314.2		$5,478.9
Earnings (loss) before     interest and taxes	174.5	81.5	$(15.0)	241.0
Six Months Ended   September 29, 2000
Revenues	3,704.8	1,257.1	.3	4,962.2
Earnings (loss) before     interest and taxes	257.7	92.2	(9.6)	340.3

(G)	As previously disclosed in the Company's fiscal 2001 Annual Report on Form 10-K, in response to a changing mix of information technology services, business conditions and overall demand for consulting and systems integration services, the Company reviewed its global operations. As a result of this review, a special charge of $137.5 million ($91.3 million after tax) or 54 cents per share (diluted) was recorded during the fourth quarter ended March 30, 2001. Included in the charge were employee severance costs of $68.9 million, write-offs in connection with consolidation of facilities of $25.6 million, write-off of capitalized software and computer-related assets of $22.1 million and $20.9 million related to phased-out operations and other assets. During the second quarter ended September 28, 2001, the Company reviewed its estimates related to the special charge and made certain adjustments were made. The consolidation of facilities provision was increased by $4 million. The phased-out operations and other assets provisions were decreased by a total of $3 million. Employee severance costs were decreased by a net $1 million. The net impact resulted in no additional special charge. The decrease in employee severance costs was due to the renegotiations of certain employee severance agreements and was partially offset by an increase in employee severance costs in the same region due to the involuntary termination of an additional 153 international employees. The total involuntary termination benefits accrued and expensed of $68.9 million related to 1,873 employees, of which 831 were U.S. employees and 1,042 were international employees; as of September 28, 2001, approximately $47 million had been paid and 1,607 of the 1,873 employees had been involuntarily terminated. The Company expects remaining employee severance payments will be made during fiscal 2002.
(H)	In June 1998, the Financial Accounting Standards Board ("FASB") issued SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities." This statement, as amended by SFAS No. 137 and SFAS No. 138, was effective for all fiscal years beginning after June 15, 2000. As amended, this statement requires all derivatives to be recorded on the balance sheet at fair value and establishes accounting standards for hedging activities. The Company adopted this standard at the beginning of the first quarter of fiscal year 2002. The adoption of the standard did not have a material impact on the Company's consolidated financial position or results of operations.
(I)	In June 2001, the FASB issued SFAS No. 141, "Business Combinations" and SFAS No. 142, "Goodwill and Other Intangible Assets." SFAS No. 141 eliminates the pooling of interests method and requires that only the purchase method of accounting be used for all business combinations initiated after June 30, 2001. SFAS No. 142 requires that goodwill no longer be amortized when the new standard is adopted. The new standard also requires an initial goodwill impairment assessment in the year of adoption and annual impairment tests thereafter. The Company will adopt SFAS No. 142 at the beginning of its fiscal 2003 (March 30, 2002). The Company has not determined the impact that this statement will have on its consolidated financial position or results of operations.
(J)	In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets." SFAS No. 144 addresses existing accounting impairment rules and broadens the presentation of discontinued operations to include more disposal transactions. The Company is required to adopt this statement at the beginning of fiscal 2003. The Company has not determined the impact that this statement will have on its consolidated financial position or results of operations.
(K)	As previously disclosed, the Company acquired all of the outstanding equity securities of Mynd Corporation during December 2000. As a result, the purchase price of the acquisition was allocated to the net assets acquired based on estimates of the fair values at the date of the acquisition. The purchase price allocation may be subject to future adjustments, primarily related to Mynd litigation and contractual issues assumed by the Company, through December 2001. As of September 28, 2001, there have been no significant changes to the purchase price allocation. In connection with the acquisition of Mynd, the Company incurred costs to exit and consolidate activities, involuntarily terminate employees and other costs to integrate Mynd into the Company. The components of the acquisition integration liabilities were employee severance costs of $77.6 million, facility and data center consolidations costs of $69.4 million and other costs of $29.2 million. The involuntary termination benefits accrue d of $77.6 million related to 518 Mynd employees, of which 306 were U.S. employees and 212 were international employees; as of September 28, 2001, approximately $43 million had been paid and 511 of the 518 employees had been involuntarily terminated.
(L)	On October 29, 2001, the Company commenced an exchange offer for any or all of its employee stock options which have an exercise price of $70 or more. If the exchange offer expires on November 28, 2001, as currently scheduled, then options tendered and accepted for exchange will be cancelled on November 29, 2001 and new options will be issued in exchange therefor, on a one-for-one basis, on May 30, 2002. The new options will have an exercise price equal to the market price of the underlying shares on the new option grant date, and will have the same vesting schedule and vesting start date as the options cancelled in exchange therefor. The Company does not expect to record any compensation expense in connection with the exchange of options. Approximately 17% of the Company's outstanding stock options have an exercise price of $70 or more and are eligible for exchange.
(M)	The financial information reported, which is not necessarily indicative of the results for a full year, is unaudited but includes all adjustments which the Company considers necessary for a fair presentation. All such adjustments are normal recurring adjustments. Certain reclassifications have been made to the prior year's financial statements and notes in order to conform to the current presentation.

PART I, ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Second Quarter and First Six Months of Fiscal 2002 versus
Second Quarter and First Six Months of Fiscal 2001

Revenues

During the second quarter ended September 28, 2001, the Company's total revenues increased 10.7%, or $266.4 million, over the same period last year.

Global commercial sector revenue grew 12.6%, or $236.7 million over the same quarter of last year. Global commercial revenue growth was negatively impacted by more than 2 percentage points as a result of currency fluctuations in Europe, Australia and Asia.

U.S. Commercial revenue grew 5.3%, or $53.1 million to $1,057.6 million during the second quarter of fiscal 2002 over the same period last year. The growth was principally driven by recent information technology outsourcing ("IT") contracts including Nortel Networks, United Technologies Corporation and Oxford Health and by revenue generated from the December 2000 acquisition of Mynd Corporation. The revenue growth was partially offset by a decline in demand for consulting and systems integration services.

European revenue of $726.3 million for the second quarter was up 24.6% from the $583.1 million reported in the corresponding period last year. Outsourcing activities, principally in the United Kingdom and Scandinavia, generated the increase in revenue. Revenue growth was negatively impacted by nearly 4 percentage points due to the impact of European currency fluctuations.

Other international revenue for the second quarter grew 13.8% to $333.4 million. The increase was primarily the result of outsourcing activities related to Nortel Networks, Broken Hill Proprietary Limited, AMP Limited and the Northern Territory Government of Australia. Currency fluctuations in Australia and Asia negatively impacted other international revenue growth by nearly 9 percentage points.

U.S. Federal sector revenue increased 4.8% to $647.9 million during the second quarter. Revenue growth was fueled by increases from both Department of Defense and civil agency business. Revenue gains were generated by activities on the Army Logistics Modernization program, Ballistic Missile Defense program, additional tasking from NASA and add-on business from existing and new contract awards, partially offset by last year's completion of census 2000 activities.

For the first half of fiscal 2002, the Company's total revenue increased 10.4%, or 13% in constant currency and the Company announced new business awards of $7.1 billion, including $6.1 billion related to new U.S. federal contract awards and $1 billion related to Global Commercial activities. The Company's continued growth has created a broad, long-term global revenue base across numerous customers, industries, geographic regions and service offerings.

Costs and Expenses

The Company's costs and expenses as a percentage of revenue are as follows (dollars in millions):

	Dollar Amount		Percentage of Revenue
	Second Quarter            Fiscal		Second Quarter           Fiscal		First Six Months         Fiscal
	2002	2001	2002	2001	2002	2001
Costs of services	$2,227.8	$1,978.6	80.6%	79.2%	81.5%	79.6%
Selling, general and administrative	182.8	181.2	6.6	7.2	6.5	7.6
Depreciation and amortization	216.7	157.3	7.8	6.3	7.6	6.0
Interest expense, net	39.6	19.2	1.4	.8	1.3	.6
Total	$2,666.9 ======	$2,336.3 ======	96.4% =====	93.5% =====	96.9% =====	93.8% =====

Comparing both the second quarter and first six months of fiscal 2002 to fiscal 2001, total costs and expenses increased as a percentage of revenue. Higher costs of services, depreciation and amortization, and interest expense were partially offset by lower costs in selling, general and administrative expenses.

The increase in costs of services as a percentage of revenue was principally related to a decrease in demand for commercial consulting and systems integration services impacting utilization and revenue realization. The Company has also experienced some profitability pressure on certain outsourcing contracts. In addition, the North American consulting and financial services operations also experienced higher labor costs in the second quarter of fiscal 2002 due to employee severance costs of approximately $4 million related to 380 employees. The increase in depreciation and amortization expenses as a percentage of revenue was primarily related to additional amortization of assets associated with the Company's outsourcing operations and increased goodwill amortization related to the December 2000 acquisition of Mynd. The increase in interest expense is principally related to the increase in debt that was used to fund the acquisition of Mynd and to purchase assets related to outsourcing activi ties. Lower selling, general and administrative expenses as a percentage of revenue were a result of the Company's continued cost reduction initiatives and consolidation of certain back office services.

Income Before Taxes

Due to the Company's reduced operating performance, income before taxes decreased to $98.4 million compared with $162.6 million reported for last year's second quarter. The resulting pre-tax margin was 3.6% compared with 6.5% for last year's second quarter and was 3.1% versus 6.2% for the six months of fiscal 2002 and fiscal 2001, respectively.

Net Income

Net income was $68.2 million for the second quarter of fiscal 2002, down from $109 million for the corresponding period last year. This year's second quarter diluted earnings per share was 40 cents versus 64 cents reported for last year's second quarter. On a year-to-date basis, diluted earnings per share were $.68 compared with $1.20 reported over the comparable six month period for last year.

Cash Flows

Cash provided by operating activities was $186.7 million for the six months ended September 28, 2001, compared with $55.2 million during the same six month period last year. The increase of $131.5 million primarily resulted from favorable changes in working capital and an increase in non-cash depreciation and amortization expenses partially offset by the decrease in earnings.

The Company's cash expenditures for investing activities totaled $566.6 million for the most recent six months versus $713.0 million during the same six month period of last year. The decrease principally relates to higher levels of purchases of outsourcing assets and acquisitions made in the first half of last year.

Cash provided by financing activities was $307.1 million for the most recent six months versus $534.1 million for the same period a year ago. The change is principally driven by improved working capital performance and lower capital expenditure requirements during the first six months of fiscal 2002 compared to the corresponding period in fiscal 2001.

Financial Condition

During the first six months of fiscal 2002, the Company's capital outlays included $478.4 million of business investments in the form of fixed asset purchases, acquisitions and outsourcing awards. These investments were funded from additional borrowings and existing cash balances, which decreased from $184.7 million to $112.3 million. The Company's debt-to-total capitalization ratio increased from 42.6% at fiscal 2001 year end to 43.8% at September 28, 2001 principally due to the additional borrowings. During June 2001, the Company issued $500 million of 6.75% notes due June 2006 and $500 million of 7.375% notes due June 2011 of which the net proceeds were used for general corporate purposes, including the reduction of outstanding commercial paper. During October 2001, the Company filed a shelf registration statement for up to $1.5 billion of securities.

The Company has an option to require a subsidiary of Equifax Inc. to purchase the Company's credit reporting business as further described in Note 12 of the Company's Annual Report on Form 10-K for fiscal 2001. The exercise price of this put option is equal to the appraised value of the business.

It is management's opinion that the Company will be able to meet its liquidity and cash needs for the foreseeable future through a combination of cash flows from operating activities, cash balances, unused borrowing capacity and other financing activities, including the issuance of debt and/or equity securities, and/or the exercise of the put option described above.

New Accounting Pronouncements

In June 1998, the Financial Accounting Standards Board ("FASB") issued SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities." This statement, as amended by SFAS No. 137 and SFAS No. 138, was effective for all fiscal years beginning after June 15, 2000. As amended, this statement requires all derivatives to be recorded on the balance sheet at fair value and establishes accounting standards for hedging activities. The Company adopted this standard at the beginning of the first quarter of fiscal year 2002. The adoption of the standard did not have a material impact on the Company's consolidated financial position or results of operations.

In June 2001, the FASB issued SFAS No. 141, "Business Combinations" and SFAS No. 142, "Goodwill and Other Intangible Assets." SFAS No. 141 eliminates the pooling of interests method and requires that only the purchase method of accounting be used for all business combinations initiated after June 30, 2001. SFAS No. 142 requires that goodwill no longer be amortized when the new standard is adopted. The new standard also requires an initial goodwill impairment assessment in the year of adoption and annual impairment tests thereafter. The Company will adopt SFAS No. 142 at the beginning of its fiscal 2003 (March 30, 2002). The Company has not determined the impact that this statement will have on its consolidated financial position or results of operations.

In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets." SFAS No. 144 addresses existing accounting impairment rules and broadens the presentation of discontinued operations to include more disposal transactions. The Company is required to adopt this statement at the beginning of fiscal 2003. The Company has not determined the impact that this statement will have on its consolidated financial position or results of operations.

Forward-Looking Statements

All statements contained in this quarterly report, or in any document filed by the Company with the Securities and Exchange Commission, or in any press release or other written or oral communication by or on behalf of the Company, that do not directly and exclusively relate to historical facts constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements represent the Company's expectations and beliefs, and no assurance can be given that the results described in such statements will be achieved.

These statements are subject to risks, uncertainties and other factors, many of which are outside of the Company's control, that could cause actual results to differ materially from the results described in such statements. These factors include, without limitation, the following: (i) competitive pressures; (ii) the Company's ability to consummate strategic acquisitions and form alliances; (iii) the Company's ability to attract and retain key personnel; (iv) changes in the demand for outsourcing, systems integration and management consulting/professional services; (v) changes in U.S. federal government spending levels for information technology services; (vi) the Company's ability to continue to develop and expand its service offerings to address emerging business demands and technological trends; (vii) changes in the financial condition of the Company's commercial customers; (viii) the future profitability of the Company's customer contracts, and (ix) general economic conditions and fluct uations in currency exchange rates in countries in which we do business.

PART I, ITEM 3. QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK

For a discussion of the Company's market-risk associated with interest rates and foreign currencies as of March 30, 2001, see "Quantitative and Qualitative Disclosures about Market Risk" in the Part II, Item 7A, "Management's Discussion and Analysis of Financial Condition and Results of Operations," of the Company's Annual Report on Form 10-K for the fiscal year then ended. For the six months ended September 28, 2001, there has been no significant change in related market risk factors.

 Part II.    Other Information
 Item 4.   Submission of Matters to a Vote of Security-Holders.

a.	The Company held its Annual Meeting of Stockholders on August 13, 2001.
b.	Proxies for the Annual Meeting were solicited pursuant to Regulation 14 under the Securities Exchange Act of 1934; there were no solicitations in opposition to management's nominees for director as listed in the Proxy Statement; and all such nominees were elected.
The directors elected were Irving W. Bailey, II, Stephen L. Baum, Rodney F. Chase, Van B. Honeycutt, William R. Hoover, Leon J. Level, Thomas A. McDonnell, F. Warren McFarlan, James R. Mellor and William P. Rutledge.

With respect to each nominee, the results of the vote were as follows:

	Votes
Name	For	Withheld
Irving W. Bailey, II	141,170,025	4,880,595
Stephen L. Baum	141,212,814	4,837,806
Rodney F. Chase	140,632,715	5,417,905
Van B. Honeycutt	141,146,291	4,904,329
William R. Hoover	141,111,679	4,938,941
Leon J. Level	141,209,109	4,841,511
Thomas A. McDonnell	137,688,478	8,362,142
F. Warren McFarlan	141,248,910	4,801,710
James R. Mellor	140,975,346	5,075,274
William P. Rutledge	141,176,038	4,874,582

c. The proposed vote to adopt the 2001 Stock Incentive Plan was approved as follows:

Votes
For	Against	Abstain
106,312,670	38,744,452	993,498

Part II.        Other Information
Item 6.        Exhibits and Reports on Form 8-K

a.  Exhibits

2.1	Agreement and Plan of Merger dated as of June 20, 2000 by and among the Company, Policy Management Systems Corporation and Patriot Acquisition Corp. (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K dated June 20, 2000)
3.1	Restated Articles of Incorporation filed with the Nevada Secretary of State on November 21, 1988 (incorporated by reference to Exhibit III(i) to the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 1989)
3.2	Certificate of Amendment of Restated Articles of Incorporation filed with the Nevada Secretary of State on August 11, 1992 (incorporated by reference to Appendix B to the Company's Proxy Statement for the Annual Meeting of Stockholders held on August 10, 1992)
3.3	Certificate of Amendment of Articles of Incorporation filed with the Nevada Secretary of State on July 31, 1996 (incorporated by reference to Annex D to the Company's Proxy Statement for the Annual Meeting of Stockholders held on July 31, 1996)
3.4	Certificate of Amendment of Articles of Incorporation filed with the Nevada Secretary of State on August 15, 2000 (incorporated by reference to Exhibit 3.5 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended September 29, 2000)
3.5	Bylaws, amended and restated effective May 7, 2001 (incorporated by reference to Exhibit 3.6 to the Company's Annual Report on Form 10-K for the fiscal year ended March 30, 2001)
10.1	1978 Stock Option Plan, amended and restated effective March 31, 1988* (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended June 28, 1996)
10.2	1984 Stock Option Plan, amended and restated effective March 31, 1988* (incorporated by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended June 28, 1996)
10.3	1987 Stock Incentive Plan* (incorporated by reference to Exhibit X(xxiv) to the Company's Annual Report on Form 10-K for the fiscal year ended April 1, 1988)
10.4	Schedule to the 1987 Stock Incentive Plan for United Kingdom personnel* (incorporated by reference to Exhibit X(xxv) to the Company's Annual Report on Form 10-K for the fiscal year ended April 1, 1988)
10.5	1990 Stock Incentive Plan* (incorporated by reference to Exhibit 4(a) to the Company's Registration Statement on Form S-8 filed on August 15, 1990)
10.6	1992 Stock Incentive Plan, amended and restated effective August 9, 1993* (incorporated by reference to Exhibit 10.8 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended June 28, 1996)
10.7	Schedule to the 1992 Stock Incentive Plan for United Kingdom personnel* (incorporated by reference to Exhibit 10.9 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended December 27, 1996)
10.8	1995 Stock Incentive Plan* (incorporated by reference to Exhibit 10.16 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended September 29, 1995)
10.9	1998 Stock Incentive Plan* (incorporated by reference to Exhibit 10.10 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended July 3, 1998)
10.10	2001 Stock Incentive Plan* (incorporated by reference to Appendix B to the Company's Proxy Statement for the Annual Meeting of Stockholders held on August 13, 2001)
10.11	Form of Stock Option Agreement* (incorporated by reference to Exhibit 99(C)(13) to Amendment No. 2 to the Company's Solicitation/Recommendation Statement on Schedule 14D-9 filed on March 2, 1998)
10.12	Form of Restricted Stock Agreement* (incorporated by reference to Exhibit 99(C)(14) to Amendment No. 2 to the Company's Solicitation/Recommendation Statement on Schedule 14D-9 filed on March 2, 1998)
10.13	Annual Management Incentive Plan, effective April 2, 1983* (incorporated by reference to Exhibit X(i) to the Company's Annual Report on Form 10-K for the fiscal year ended March 30, 1984)
10.14	Supplemental Executive Retirement Plan, amended and restated effective August 13, 2001*
10.15	Deferred Compensation Plan, amended and restated effective August 13, 2001*
10.16	Severance Plan for Senior Management and Key Employees, amended and restated effective February 18, 1998* (incorporated by reference to Exhibit 10.13 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended December 26, 1997)
10.17	Severance Agreement with Van B. Honeycutt, effective February 2, 1998* (incorporated by reference to Exhibit 10.14 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended December 26, 1997)
10.18	Employment Agreement with Van B. Honeycutt, effective May 1, 1999* (incorporated by reference to Exhibit 10.18 to the Company's Annual Report on Form 10-K for the fiscal year ended April 2, 1999)
10.19	Form of Indemnification Agreement for Officers (incorporated by reference to Exhibit 10.17 to the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 1995)
10.20	Form of Indemnification Agreement for Directors (incorporated by reference to Exhibit X(xxvi) to the Company's Annual Report on Form 10-K for the fiscal year ended April 1, 1988)
10.21	1997 Nonemployee Director Stock Incentive Plan (incorporated by reference to Appendix A to the Company's Proxy Statement for the Annual Meeting of Stockholders held on August 11, 1997)
10.22		Form of Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.20 to the Company's Annual Report on Form 10-K for the fiscal year ended April 3, 1998)
10.23		Rights Agreement dated February 18, 1998 (incorporated by reference to Exhibit (c)(4) to Amendment No. 1 to the Company's Solicitation/Recommendation Statement on Schedule 14D-9 filed on February 26, 1998)
10.24		Second Amended and Restated Credit Agreement (Long Term Facility) dated as of August 16, 2001
10.25		Second Amended and Restated Credit Agreement (Short Term Facility) dated as of August 16, 2001
28		Revenues by Market Sector
99.1		Annual Report on Form 11-K for the Matched Asset Plan of the Company for the fiscal year ended December 31, 2000 (incorporated by reference to Exhibit 99.1 to the Company's Annual Report on Form 10-K for the fiscal year ended March 30, 2001)
99.2		Annual Report on Form 11-K for the Hourly Savings Plan of CSC Outsourcing, Inc. for the fiscal year ended December 31, 2000 (incorporated by reference to Exhibit 99.2 to the Company's Annual Report on Form 10-K for the fiscal year ended March 30, 2001)
99.3		Annual Report on Form 11-K for the CUTW Hourly Savings Plan of CSC Outsourcing, Inc. for the fiscal year ended December 31, 2000 (incorporated by reference to Exhibit 99.3 to the Company's Annual Report on Form 10-K for the fiscal year ended March 30, 2001)

* Management contract or compensatory plan or agreement
b.	Reports on Form 8-K:
	There were no reports on Form 8-K filed during the second quarter of fiscal 2002.

 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.

	COMPUTER SCIENCES CORPORATION
Date: November 13, 2001	By: /s/ Donald G. DeBuck Donald G. DeBuck Vice President and Controller Chief Accounting Officer

EX-10.14

COMPUTER SCIENCES CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

ARTICLE I

 Purpose

        The purpose of this Supplemental Executive Retirement Plan ("Supplemental Plan") is to provide retirement benefits to designated officers and key executives of Computer Sciences Corporation (the "Company") in addition to retirement benefits that may be payable under the Computer Sciences Corporation Employee Pension Plan, and in addition to any other retirement plan (other than the social security system to the extent provided herein) under which benefits may be payable with respect to such person.

        It is intended that this Supplemental Plan be a plan "for a select group of management or highly compensated employees" as set forth in Section 201(2) of the Employee Retirement Income Security Act of 1974.

        Subject to Article X hereof, benefits under this Supplemental Plan shall be payable solely from the general assets of the Company and no Participant or other person shall be entitled to look to any source for payment of such benefits other than the general assets of the Company.

ARTICLE II

Effective Date/Restatement Date

        The Supplemental Plan was effective as of September 1, 1985. It is hereby amended and restated effective August 13, 2001.

ARTICLE III

Participants

        No person shall be a Participant in this Supplemental Plan unless (a) such individual is specifically designated as such in a written instrument executed by the Chief Executive Officer of the Company (the "Chief Executive Officer"), and (b) such individual has consented to be governed by the terms of this Supplemental Plan by execution of a written instrument in form satisfactory to the Company.

        A person shall cease to be a Participant in this Supplemental Plan in the event of (a) a Plan amendment having such effect, or (b) the occurrence of an event described in this Supplemental Plan which terminates such participation, or (c) prior to a Change in Control (as hereinafter defined), the Chief Executive Officer notifies such person, in writing, of the discontinuance of such person's participation pursuant to Article XVIII of this Supplemental Plan. In determining whether any person shall commence or cease to be a Participant herein, the Chief Executive Officer, acting in such capacity, shall have complete and unfettered discretion.

ARTICLE IV

Retirement Benefits

        The amount of retirement benefit payable to each Participant upon Separation from Service (as defined in paragraph (d) below) shall be as determined in this Article IV, except as otherwise provided in Articles XIX,XX and XXI.

         (a)         A Participant who is entitled to receive a benefit under the Computer Sciences Corporation Employee Pension Plan ("Pension Plan"), shall be entitled to receive his Excess Benefit under this Supplemental Plan. The Excess Benefit is the additional monthly amount which the Participant would otherwise be entitled to receive under the Pension Plan as if the Participant had not elected to defer salary under the Company's Deferred Compensation Plan and had elected the normal form of life annuity payment option under the Pension Plan except for the limitations imposed by Sections 401(a)(17) and 415 of the Internal Revenue Code, as amended. In addition to the benefit described in this paragraph (a), a benefit as described in paragraph (b) following shall be payable to the Participant.

         (b)         Each Participant, upon Separation from Service on or after attainment of age sixty-two (62) (the "Retirement Date"), shall receive an amount as determined under this paragraph (b) which is payable monthly in the form of a life annuity. The amount payable shall be equal to one-twelfth (1/12) of fifty percent (50%) of the Participant's Average Base Salary Rate (as defined in paragraph (d) below) reduced by the amount determined under paragraph (c) below and, as applicable, paragraph (e) below.

         (c)         The amount determined under this paragraph (c) shall generally be equal to the primary social security benefit paid or payable to the Participant at the time benefits commence under this Supplemental Plan, whether or not the Participant is denied social security benefits because of other income or voluntarily forgoes social security income. However, where a Participant commences to receive benefits under this Supplemental Plan prior to attaining the minimum age (the "Minimum Social Security Age") at which he will be entitled to commence receiving social security benefits (currently age sixty-two (62)), his benefits under this Plan shall be reduced by the amount of social security benefits it is estimated he would be entitled to receive monthly. The estimated social security benefit will be calculated based on the Participant's compensation through his Separation from Service date as though he were the Mini mum Social Security Age on such date, and in accordance with social security rules in effect at the time of his Separation from Service.

         (d)         The term "Base Salary Rate" means the annual salary rate of a Participant exclusive of overtime, bonus, incentive or any other type of special compensation. The term "Average Base Salary Rate" means the average of the highest three (3) of the last five (5) Base Salary Rates of a Participant which are the Base Salary Rates in effect on his Retirement Date and on the same day and month for each of the four (4) years (or the period of Continuous Service if fewer than four (4) years) immediately preceding the Retirement Date. If the period of Continuous Service as of a Participant's Retirement Date is (i) less than two years but more than one year, "Average Base Salary Rate" means the average of the Base Salary Rate on his Retirement Date and on the same day and month of the immediately preceding year, or (ii) less than one year, "Average Base Salary Rate" means the Base Salary Rate on his Retirement Date.

        Unless otherwise determined in writing with respect to a Participant by the Chief Executive Officer, the term "Continuous Service" means the period of service without interruption of a person commencing as of the date of hire of such person by the Company or an Affiliate and ending on the date of separation from service for any reason from the Company and all Affiliates ("Separation from Service"). The term "Affiliate" means a corporation or other entity of which fifty-one percent (51%) or more of the capital stock or capital or profits interest (in the case of a non-corporate entity) is directly or indirectly owned by the Company. A medical leave of absence not exceeding twelve (12) months authorized by a Company written policy or any other leave of absence authorized by a Company written policy or approved in writing by the Chief Executive Officer shall not be deemed an interruption in Continuous Service or a Separation from Service.

        In the event the Company acquires a corporation or other entity ("Acquisition"), and any employee of the Acquisition, by written determination of the Chief Executive Officer of the Company, becomes a Participant in the Supplemental Plan, such Participant's period of Continuous Service shall commence no sooner than the date the Acquisition becomes an Affiliate of the Company unless the Company's Chief Executive Officer otherwise determines and so confirms in writing.

         (e)         If upon Separation from Service on or after attaining age sixty-two (62), or upon the granting of a special early separation benefit pursuant to paragraph (b) of Article V, a Participant has fewer than twelve (12) years of Continuous Service, the benefit otherwise payable under this Supplemental Plan shall be proportionately reduced, except for the benefit payable under paragraph (a) of this Article IV which shall not be reduced. By way of example, if a Participant otherwise entitled to benefits hereunder commencing at age sixty-two (62) has completed only ten (10) years of Continuous Service upon attainment of age sixty-two (62), such Participant's benefit shall be 10/12, or 83.33%, of the benefit otherwise payable hereunder.

        Unless expressly determined to the contrary in writing by the Chief Executive Officer, no period of service completed by a person after attainment of age sixty-five (65) and no adjustment to any person's Base Salary Rate which occurs after attainment of age sixty-five (65) shall be taken into account in computing benefits hereunder.

ARTICLE V

Eligibility for Benefits

(a)         Except as otherwise provided in paragraph (a) of Article IV, and in paragraph (b) of this Article V, and in Articles VII, IX and X:
	(i)	Participants shall become eligible to commence receiving retirement benefits under this Supplemental Plan after Separation from Service on or after attaining age sixty-two (62) and such benefits shall be calculated in accordance with the provisions of Article IV;
	(ii)	no Participant in this Supplemental Plan shall have any vested interest in or right to receive a benefit hereunder until attainment of the age of sixty-two (62); and
	(iii)	Unless otherwise determined in writing by the Chief Executive Officer, any interruption in the Continuous Service of a Participant herein prior to the attainment of age sixty-two (62) shall terminate the participation in this Supplemental Plan of such Participant, and no benefit shall be payable to or with respect to such Participant.
(b)         In the sole and unfettered discretion of the Chief Executive Officer, a Participant whose Separation from Service occurs prior to attainment of age sixty-two (62) may qualify for a special early separation benefit, payable monthly as calculated in accordance with the provisions of Article IV, except as follows:
	(i)	For purposes of determining the Participant's Base Salary Rate, the Average Base Salary Rate and the number of years of Continuous Service completed by the Participant, the Participant's date of Separation from Service shall apply instead of the date of the Participant's attainment of age sixty-two (62); and
	(ii)	For each twelve (12) month period by which the date of commencement of the Participant's benefit precedes the Participant's sixty-second (62nd) birthday, the benefit otherwise payable shall be reduced by five percent (5%), except for the benefit payable under paragraph (a) of Article IV which shall not be reduced. Proportionate fractional reduction shall be used for periods of fewer than twelve (12) months.

ARTICLE VI

Form of Benefit Payments

         (a)         Except as provided in Articles Vll and XIX, benefits payable based on the calculations in Article IV of this Supplemental Plan shall be paid monthly for the life-time of the Participant (unless an optional form is selected under paragraphs (b) or (c) of this Article Vl). Upon the death of the Participant, benefits shall continue to be paid to the Participant's spouse for the lifetime of such spouse at the rate of fifty percent (50%) of Participant's benefit, provided certain conditions are met. The conditions of such Spousal Benefit are (1) that the spouse shall be married to the Participant as of the date of the Participant's Separation from Service and (2) the spouse shall be no more than five years younger than the Participant. In the event the spouse is more than five years younger than the Participant, the Participant may elect to receive benefit payments in the form of a joint and survivor option as described in paragraph (c) following.

         (b)         Any Participant, who before September 1, 1993 has commenced to receive benefits and has not made a written election to receive an annuity pursuant to paragraph (a) preceding or paragraph (c) following, shall be entitled to one hundred twenty (120) monthly benefit payments in the amount specified in paragraph (b) of Article IV preceding and a life annuity of the Excess Benefit as defined in paragraph (a) of Article IV preceding. If a Participant, who before September 1, 1993, has commenced to receive benefits and has not made a written election to receive an annuity pursuant to paragraph (a) preceding or paragraph (c) following, dies after Separation from Service and before receiving one hundred and twenty (120) monthly benefit payments, the remainder of the one hundred and twenty (120) monthly benefit payments shall be made to the Participant's designated beneficiary or, if no such beneficiary is then livi ng or no such beneficiary can be located, to the Participant's estate. In the event a Participant has made a written election, prior to September 1, 1993, to receive an annuity pursuant to paragraph (a) preceding or paragraph (c) following, no benefit shall be payable under this paragraph (b), except that any Excess Benefit under the Pension Plan, as provided in paragraph (a) of Article IV, shall be payable at the rate of fifty percent (50%) thereof to the Participant's spouse.

         (c)         In the event that the Participant's spouse is more than five years younger than Participant, at any time prior to the later of September 1, 1993 or the commencement of benefits under this Supplemental Plan, a Participant may, in lieu of receiving benefits in the form described in paragraph (a) of this Article Vl, elect to receive benefit payments under this Supplemental Plan in the form of a joint and survivor option providing monthly benefits for the lifetime of the Participant with a stipulated percentage of such amount continued after the Participant's death to the spouse to whom the Participant is married as of the date of the Participant's Separation from Service, for the lifetime of such spouse. The amount of monthly payments available under this option shall be determined by reference to factors such as the Participant's life expectancy, the life expectancy of the Participant's spouse, prior benefit s received under the Supplemental Plan, and the percentage of the Participant's monthly benefit which is continued after the Participant's death to the Participant's spouse, so that the value of the joint and survivor option is the actuarial equivalent of the benefits otherwise payable under paragraph (a) (or paragraph (b) if the Participant has elected coverage under paragraph (b) preceding) of this Article Vl inclusive of the Participant and the spousal fifty percent (50%) survivor benefits, which shall be calculated assuming the Participant's spouse was exactly five years younger than Participant. In determining the monthly amount payable under the joint and survivor option with respect to any Participant, the Company may rely upon such information as it, in its sole discretion, deems reliable, including but not limited to, the opinion of an enrolled actuary or annuity purchase rates quoted by an insurance company licensed to conduct an insurance business in the State of California. The election of a join t and survivor option is irrevocable after benefit payments have commenced, and the monthly amount payable during the lifetime of the Participant shall in no event be adjusted by reason of the death of the Participant's spouse prior to the death of the Participant, or by reason of the dissolution of the marriage between the Participant and such spouse, or for any other reason.

ARTICLE VII

Pre-Retirement Death Benefits

        In the event of the death of a Participant hereunder during a period of Continuous Service and participation in this Supplemental Plan, the beneficiary or the spouse of the Participant shall be entitled to benefits as provided below in paragraphs (a) and (b):

(a)         Participant's spouse shall be entitled to a fifty percent (50%) or the actuarial equivalent spousal benefit (as determined pursuant to Article Vl, paragraphs (a) or (c), as applicable), attributable to Participant's Excess Benefit under the Pension Plan provided the Participant is entitled to receive a benefit under the Pension Plan.
(b)         At the written election of the Participant, either a benefit under paragraph (i) below or a benefit under paragraph (ii) below shall be paid by the Company. Such election shall be signed by the Participant and notarized and, if the Participant is married at the time of election, the election must also be signed by the Participant's spouse and notarized. The latest election on file in the Company's records shall be controlling.
	(i)	A lump sum death benefit shall be payable by the Company to the Participant's designated beneficiary or, if no such beneficiary is then living or no such beneficiary can be located, to the Participant's estate. The amount of such death benefit shall be two (2) times the Participant's Base Salary Rate in effect on the date of the Participant's death. On the written request of a beneficiary but subject to the approval in writing of the Chief Executive Officer, the amount payable under this paragraph (b)(i) may be paid to a beneficiary in monthly or other installments over a period not exceeding one hundred and twenty (120) months.
	(ii)	Participant's spouse shall receive a spousal fifty percent (50%) or the actuarial equivalent spousal benefit (as determined pursuant to Article Vl, paragraphs (a) or (c), as applicable), as provided for in paragraph (a) preceding and in Article IV and Article Vl. In the event a Participant is not married at the time of Participant's death and the Participant has elected the fifty percent (50%) spousal benefit, a lump sum death benefit shall be payable in accordance with paragraph (b)(i) preceding.

        No benefits shall be payable under this Article Vll if the Participant's death occurs as a result of an act of suicide within twenty-five (25) months after commencement of participation in this Supplemental Plan.

ARTICLE VIII

No Disability Benefits

        No disability benefit is payable under this Supplemental Plan.

ARTICLE IX

Right to Amend, Modify, Suspend or Terminate Plan

        By action of the Company's Board of Directors, the Company may amend, modify, suspend or terminate this Supplemental Plan without further liability to any employee or former employee or any other person. Notwithstanding the preceding sentence:

         (a)         this Supplemental Plan may not be amended, modified, suspended or terminated as to a Participant whose Separation from Service has occurred and who is entitled to receive or has commenced to receive benefits under this Supplemental Plan, without the express written consent of such Participant or, if deceased, such Participant's designated beneficiary or, if no beneficiary is then living or if no beneficiary can be located, such Participant's legal representative; and

         (b)         following a Change in Control (as defined in Article X), this Supplemental Plan may not be amended, modified, suspended or terminated as to any Participant who was a Participant prior to such Change in Control, without the express written consent of such Participant.

ARTICLE X

Change in Control

        The term "Change in Control" means, after the effective date of this Supplemental Plan, (a) the acquisition by any person, entity or group (as defined in Section 13(d)3 of the Securities Exchange Act of 1934, as amended) as beneficial owner, directly or indirectly, of securities of the Company representing twenty percent (20%) or more of the combined voting power of the then outstanding securities of the Company, (b) a change during any period of two (2) consecutive years of a majority of the Board of Directors as constituted as of the beginning of such period, unless the election of each director who was not a director at the beginning of such period was approved by vote of at least two-thirds of the directors then in office who were directors at the beginning of such period, (c) a sale of substantially all of the property and assets of the Company, (d) a merger, consolidation, reorganization or other business combination to which the Company is a party and the consummation of which results in the outstanding voting securities of the Company being exchanged for or converted into cash, property and/or securities not issued by the Company, (e) a merger, consolidation, reorganization or other business combination to which the Company is a party and the consummation of which does not result in the outstanding voting securities of the Company being exchanged for or converted into cash, property and/or securities not issued by the Company, provided that the outstanding voting securities of the Company immediately prior to such business combination (or, if applicable, the securities of the Company into which such voting securities are converted as a result of such business combination) represent less than 50% of the voting power of the Company immediately following such business combination, or (f) any other event constituting a change in control of the Company for purposes of Schedule 14A of Regulation 14A under the Securities Exchange Act of 1934.

        In the event a Participant who was a Participant as of the date of a Change in Control either (a) has an involuntary Separation from Service for any reason (which, for purposes of this Article X, shall include a voluntary Separation from Service for Good Reason, as hereinafter defined) within thirty-six full calendar months following such Change in Control, or (b) has a voluntary Separation from Service for any reason other than Good Reason (including the death of the Participant) more than twelve (12) full calendar months after, but within thirty-six (36) full calendar months following, such Change in Control, such Participant shall be entitled to receive immediately upon such Separation from Service benefits hereunder in accordance with Articles IV, Vl and Vll, as applicable, without regard to approval by the Chief Executive Officer or any other person(s). Such benefits shall be calculated as if, on the date of such Separation from Service, the P articipant (i) had completed a number of years of Continuous Service equal to the greater of twelve (12) or the actual number of years of his or her Continuous Service, and (ii) had attained an age equal to the greater of sixty-two (62) or his or her actual age.

        For purposes of this Supplemental Plan, a Participant's voluntary Separation from Service shall be deemed to be for "Good Reason" if it occurs within six months of any of the following without the Participant's express written consent:

         (a)         a substantial change in the nature, or diminution in the status, of the Participant's duties or position from those in effect immediately prior to the Change in Control;

         (b)         a reduction by the Company in the Participant's annual base salary as in effect on the date of a Change in Control or as in effect thereafter if such compensation has been increased and such increase was approved prior to the Change in Control;

         (c)         a reduction by the Company in the overall value of benefits provided to the Participant, as in effect on the date of a Change in Control or as in effect thereafter if such benefits have been increased and such increase was approved prior to the Change in Control (as used herein, "benefits" shall include all profit sharing, retirement, pension, health, medical, dental, disability, insurance, automobile, and similar benefits);

         (d)         a failure to continue in effect any stock option or other equity-based or non-equity based incentive compensation plan in effect immediately prior to the Change in Control, or a reduction in the Participant's participation in any such plan, unless the Participant is afforded the opportunity to participate in an alternative incentive compensation plan of reasonably equivalent value;

         (e)         a failure to provide the Participant the same number of paid vacation days per year available to him prior to the Change in Control, or any material reduction or the elimination of any material benefit or perquisite enjoyed by the Participant immediately prior to the Change in Control;

         (f)          relocation of the Participant's principal place of employment to any place more than 35 miles from the Participant's previous principal place of employment;

         (g)          any material breach by the Company of any stock option or restricted stock agreement; or

         (h)          conduct by the Company, against the Participant's volition, that would cause the Participant to commit fraudulent acts or would expose the Participant to criminal liability;

provided that for purposes of clauses (b) through (e) above, "Good Reason" shall not exist (A) if the aggregate value of all salary, benefits, incentive compensation arrangements, perquisites and other compensation is reasonably equivalent to the aggregate value of salary, benefits, incentive compensation arrangements, perquisites and other compensation as in effect immediately prior to the Change in Control, or as in effect thereafter if the aggregate value of such items has been increased and such increase was approved prior to the Change in Control, or (B) if the reduction in aggregate value is due to reduced performance by the Company, the business unit of the Company for which the Participant is responsible, or the Participant, in each case applying standards reasonably equivalent to those utilized by the Company prior to the Change in Control.

         Not later than the occurrence of a Change in Control, the Company shall cause to be transferred to a grantor trust described in Section 671 of the Internal Revenue Code, assets equal in value to all accrued obligations under this Supplemental Plan as of one day following a Change in Control, in respect of both active employees of the Company and retirees as of that date. Such trust by its terms shall, among other things, be irrevocable. The value of liabilities and assets transferred to the trust shall be determined by one or more nationally recognized firms qualified to provide actuarial services as described in Section 4 of the Computer Sciences Corporation Severance Plan for Senior Management and Key Employees. The establishment and funding of such trust shall not affect the obligation of the Company to provide supplemental pension payments under the terms of this Supplemental Plan to the extent such benefits are not paid from the trust.

ARTICLE XI

No Assignment

         Benefits under this Supplemental Plan may not be assigned or alienated and shall not be subject to the claims of any creditor.

ARTICLE XII

Administration

         This Supplemental Plan shall be administered by the Chief Executive Officer or by such other person or persons to whom the Chief Executive Officer may delegate functions hereunder. With respect to all matters pertaining to this Supplemental Plan, the determination of the Chief Executive Officer or his designated delegate shall be conclusive and binding. The Chief Executive Officer shall be eligible to participate in this Supplemental Plan in the same manner as any other employee; provided, however, that the designation of the Chief Executive Officer as a Participant and any other action provided herein with respect to the Chief Executive Officer's participation shall be taken by the Compensation Committee of the Board of Directors of the Company.

ARTICLE XlIII

Release

         In connection with any benefit or benefit payment under this Supplemental Plan, or the designation of any beneficiary or any election or other action taken or to be taken under the Supplemental Plan by any Participant or any other person, the Company, acting through its Chief Executive Officer or his delegate, may require such consents or releases as are reasonable under the circumstances, and further may require any such designation, election or other action to be in writing and in form reasonably satisfactory to the Chief Executive Officer or his delegate.

ARTICLE XIV

No Waiver

         The failure of the Company, the Chief Executive Officer or any other person acting on behalf thereof to demand a Participant or other person claiming rights with respect to a Participant to perform any act which such person is or may be required to perform hereunder shall not constitute a waiver of such requirement or a waiver of the right to require such act. The exercise of or failure to exercise any discretion reserved to the Company, its Chief Executive Officer or his delegate, to grant or deny any benefit to any Participant or other person under this Supplemental Plan shall in no way require the Company, its Chief Executive Officer or his delegate to similarly exercise or fail to exercise such discretion with respect to any other Participant.

ARTICLE XV

No Contract

         This Supplemental Plan is strictly a voluntary undertaking on the part of the Company and, except with respect to the obligations of the Company upon and following a Change in Control, which shall be absolute and unconditional, shall not be deemed to constitute a contract or part of a contract between the Company (or an Affiliate) and any employee or other person, nor shall it be deemed to give any employee the right to be retained for any specified period of time in the employ of the Company (or an Affiliate) or to interfere with the right of the Company (or an Affiliate) to discharge or retire any employee at any time, nor shall this Supplemental Plan interfere with the right of the Company (or an Affiliate) to establish the terms and conditions of employment of any employee.

ARTICLE XVI

Indemnification

         The Company shall defend, indemnify and hold harmless the Officers and Directors of the Company acting in their capacity as such (and not as Participants herein) from any and all claims, expenses and liabilities arising out of their actions or failure to act hereunder, excluding fraud or willful misconduct.

ARTICLE XVII

Claim Review Procedure

         Benefits will be provided to each Participant or beneficiary as specified in this Supplemental Plan. If such person (a "Claimant") believes that he has not been provided with benefits due under this Supplemental Plan, then he may file a request for review under this procedure with the Company's Vice President of Human Resources or Chief Financial Officer, as the Claimant may elect, within ninety (90) days after the date he should have received such benefits. If the Claimant files such a request with the Company's Vice President of Human Resources or Chief Financial Officer and that claim is denied, in whole or in part, then, within thirty (30) calendar days after making that request, the Company's officer with whom the Claimant shall have filed a request for review shall notify the Claimant of the specific reasons for the denial with specific references to pertinent Supplemental Plan provisions on which the denial is based. At that time the Claimant wil l be advised of his right to appeal that determination and given a description of any additional material or information necessary for the Claimant to perfect an appeal, an explanation of why such material or information is necessary, and an explanation of the Supplemental Plan's review and appeal procedure.

          A Claimant may appeal from a denial by submitting a written statement to the Plan Appeal Committee within sixty-five (65) calendar days after receiving the notice of denial:

         (a)          requesting a review by the Plan Appeal Committee of the claim;

         (b)          setting forth all of the grounds upon which the request for review is based and any facts in support thereof; and

         (c)          setting forth any issues or comments which the Claimant deems relevant to the claim.

         The Plan Appeal Committee shall be the Board of Directors of the Company or its Compensation Committee or any other duly authorized committee thereof, or any committee appointed by any such committee.

         The Plan Appeal Committee shall act upon an appeal within ninety (90) days or one hundred eighty (180) days in unusual circumstances, if the Plan Appeal Committee in its reasonable discretion finds that such unusual circumstances exist, after the later of its receipt of the appeal or its receipt of all additional material reasonably requested by the Plan Appeal Committee. The Plan Appeal Committee shall review the claim and all written materials submitted by the Claimant, and may require him to submit, within (10) days of its written notice, such additional facts, documents, or other evidence as the Plan Appeal Committee in its sole discretion deems necessary or advisable in making such a review. On the basis of its review, the Plan Appeal Committee shall make an independent good faith determination with respect to the Claimant's claim.

         If the Plan Appeal Committee denies a claim in whole or in part, the Committee shall give the Claimant written notice of its decision setting forth the specific reasons for the denial and specific references to the pertinent Supplemental Plan provisions on which its decision was based.

ARTICLE XVIII

Termination of Benefits and Participation

         Prior, but only prior to a Change in Control, the retirement benefits payable to any Participant under this Supplemental Plan, and the participation of such Participant in this Supplemental Plan, may be terminated if in the judgment of the Chief Executive Officer, upon the advice of counsel, such Participant, directly or indirectly:

         (a)          breaches any obligation to the Company under any agreement relating to assignment of inventions, disclosure of information or data, or similar matters; or

         (b)          competes with the Company, or renders competitive services (as a director, officer, employee, consultant or otherwise) to, or owns more than a 5% interest in, any person or entity that competes with the Company; or

         (c)          solicits, diverts or takes away any person who is an employee of the Company or advises or induces any employee to terminate his or her employment with the Company; or

         (d)          solicits, diverts or takes away any person or entity that is a customer of the Company, or advises or induces any customer or potential customer not to do business with the Company; or

         discloses to any person or entity other than the Company, or makes any use of, any information relating to the technology, know-how, products, business or data of the Company or its subsidiaries, suppliers, licensors or customers, including but not limited to the names, addresses and special requirements of the customers of the Company.

ARTICLE XIX

Lump-Sum Acceleration

         (a)          This Article XIX applies to benefits payable under paragraph (a) of Article IV and under paragraph (b) of Article IV.

         (b)          At any time within three (3) years after the occurrence of a Change in Control, a Participant or the Participant's Surviving Spouse may elect to receive a lump sum payment, in an amount determined below, sixty (60) days after giving written notice of the Participant's desire or the Participant's Surviving Spouse's desire to receive such lump sum benefit, to the person designated to administer this Supplemental Plan under Article XII. The date which is sixty (60) days after the notice is given shall be the "Commencement Date." The lump sum payment shall be determined in accordance with paragraphs (c) and (d) of this Article XIX, and then shall be reduced by a penalty equal to ten percent (10%) of such payment which shall be irrevocably forfeited.

         (c)          The lump sum payment shall equal the lump sum value of the Participant's (or the Participant's Surviving Spouse's, if applicable) remaining Benefit as of the Commencement Date. The lump sum value shall be computed by using the present value basis as is required under Section 417(e) of the Internal Revenue Code, as amended, at the Commencement Date for determining lump sums under qualified plans.

         (d)          In calculating the lump sum payment, the Cost of Living Adjustment called for under Article XXI shall be taken into account as follows: The Company shall determine the average of the 3 most recent adjustments under Article XXI (or the 3 most recent adjustments that would have occurred had Article XXI been in effect for all relevant periods). That average so-determined shall be deemed to apply for purposes of all future years for purposes of making the lump sum calculation.

ARTICLE XX

Hardship Withdrawal

(a)          This Article XX applies to benefits payable under paragraph (a) of Article IV and under paragraph (b) of Article IV, and is applicable only to Participants who have commenced receiving retirement benefits under this Supplemental Plan.
(b)          "Hardship" of a Participant shall mean an unforeseeable emergency which constitutes a severe financial hardship resulting from any one or more of the following:
	(i)	sudden and unexpected illness or accident of the Participant or of a dependent (as defined in Section 152(a)of the Internal Revenue Code, as amended) of the Participant;
	(ii)	loss of the Participant's property due to casualty; or
	(iii)	any other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the Participant's control.
(c)          Whether a Participant has incurred a Hardship shall be determined by the person designated to administer this Supplemental Plan under Article XII, in his discretion on the basis of all relevant facts and circumstances and in accordance with nondiscriminatory and objective standards, uniformly interpreted and consistently applied.
(d)          A Participant may make a withdrawal from the Participant's account, in the form of a lump sum, on account of the Participant's Hardship, only to the extent that the Hardship is not otherwise relievable:
	(i)	through reimbursement or compensation by insurance or otherwise, or
	(ii)	by liquidation of the Participant's assets (to the extent that such liquidation does not itself cause a Hardship).
(e)          The amount of the lump sum hardship withdrawal shall not exceed the current lump sum value of the remaining benefits otherwise due determined immediately prior to the hardship distribution, as determined by using the methodology described in paragraphs (c) and (d) of Article XIX, without regard to the penalty provision of paragraph (a) of Article XIX.
(f)          If a hardship lump sum distribution is made to a Participant, the amount of future benefits under this Supplemental Plan shall be reduced, as follows:
	(i)	First, the current lump sum value of the benefits otherwise due shall be determined immediately prior to the hardship distribution by using the methodology described in paragraphs (c) and (d) of Article XIX, without regard to the penalty provision of paragraph (a) of Article XIX.
	(ii)	Second, the amount of the lump sum hardship distribution to be made shall be subtracted from the amount so determined. The resulting net amount is called the "Resulting Net Value."
	(iii)	Third, all future benefit payments shall be adjusted downward, to an amount that has a lump sum present value equal to the Resulting Net Value. Such lump sum present value shall be calculated using the methodology described in paragraphs (c) and (d) of Article XIX, without regard to the penalty provision of paragraph (a) of Article XIX.
(g)         Participants may request a Hardship withdrawal from either benefits otherwise payable under paragraph (a) of Article IV or under paragraph (b) of Article IV, or from benefits payable under both paragraphs (a) and (b).
(h)         The provisions of this Article XX shall be equally applicable to Participant's Surviving Spouse.

ARTICLE XXI

Cost of Living Adjustment

           (a)          This Article XXI applies to benefits payable on or after August 13, 2001 under paragraph (b) of Article IV, but does not apply to benefits payable under paragraph (a) of Article IV.

           (b)          On the first day of each fiscal year of the Company, following commencement of payment of benefits to the Participant (or that Participant's Surviving Spouse, as applicable) hereunder, the benefits payable to that Participant (or that Participant's Surviving Spouse) shall be subject to an upward adjustment, as follows:

           Benefits payable shall be increased by an amount equal to the lesser of (A) the most recently published annual percent change in the Consumer Price Index (as defined below), as computed to the nearest one-tenth of one percent (0.1) for the twelve consecutive reference months of March of the prior calendar year through and including February of the current calendar year or (B) five percent (5%).

           Such adjustments, if any, shall be calculated for each year, irrespective of any other year's adjustment. For example, if the CPI change in four successive years is 3%, 6%, 7% and 3%, the Company would implement corresponding increases equal to 3%, 5%, 5% and 3%.

           The "Consumer Price Index" is "The Consumer Price Index for All Urban Consumers (CPI-U) for the U.S. City Average for All Items, 1982-84=100" as published by the Bureau of Labor Statistics.

           In the event that the Bureau of Labor Statistics reissues CPI data to correct an error in previously published CPI data, any affected benefits will be recalculated by the Company.

Article XXII

Certain Further Payments By the Company

(a)         This Article XXII applies to benefits payable under paragraph (a) of Article IV and under paragraph (b) of Article IV.
(b)          The Company shall be obligated to make certain further payments to Participants as set forth in this Article XXII.
(c)          In the event that any amount or benefit payable to the Participant by the Company on or after August 13, 2001 pursuant to this Supplemental Plan (collectively, the "Taxable Benefits") is subject on or after August 13, 2001 to the tax imposed under Section 3121 of the Internal Revenue Code, as amended (the "FICA Tax"), or any similar tax that may hereafter be imposed, the Company shall pay to the Participant at the time specified in paragraph (d) below, the Tax Reimbursement Payment (as defined below). The "Tax Reimbursement Payment" is defined as an amount, which when reduced by any FICA Tax paid by the Participant on the Taxable Benefits (but without reduction for any Federal, state or local income taxes on such Taxable Benefits), shall be equal to the amount of any Federal, state or local income taxes payable because of the inclusion of the Tax Reimbursement Payment in the Participant's adjusted gr oss income, by applying the highest applicable marginal rate of Federal, state and local income taxation, respectively, for the calendar year in which the Tax Reimbursement Payment is to be made.
(d)          For purposes of determining the amount of the Tax Reimbursement Payment, the Participant shall be deemed:
	(i)	to pay Federal income taxes at the highest applicable marginal rate of Federal income taxation for the calendar year in which the Tax Reimbursement Payment is to be made; and
	(ii)	to pay any applicable state and local income taxes at the highest applicable marginal rate of taxation for the calendar year in which the Tax Reimbursement Payment is to be made, net of the maximum reduction in Federal income taxes which could be obtained from the deduction of such state or local taxes if paid in such year (determined without regard to limitations on deductions based upon the amount of the Participant's adjusted gross income.)
(e)          The Tax Reimbursement Payment attributable to a Taxable Benefit shall be paid to the Participant not more than thirty (30) days following the incurrence of the FICA Tax. If the amount of such Tax Reimbursement Payment cannot be finally determined on or before the date on which payment is due, the Company shall pay to the Participant an amount estimated in good faith by the Company to be the minimum amount of such Tax Reimbursement Payment and shall pay the remainder of such Tax Reimbursement Payment as soon as the amount thereof can be determined.

EX-10.15

AMENDMENT AND RESTATEMENT OF THE

COMPUTER SCIENCES CORPORATION

DEFERRED COMPENSATION PLAN

AUGUST 13, 2001

		TABLE OF CONTENTS
			Page
ARTICLE I - DEFINITIONS			1
	Section 1.1 - General		1
	Section 1.2 - Account		1
	Section 1.3 - Administrator		1
	Section 1.4 - Board		2
	Section 1.5 - Change in Control		2
	Section 1.6 - Chief Executive Officer		2
	Section 1.7 - Code		2
	Section 1.8 - Committee		3
	Section 1.9 - Company		3
	Section 1.10- Deferred Compensation		3
	Section 1.11- Election Form		3
	Section 1.12- Eligible Key Executive		3
	Section 1.13- Employee		3
	Section 1.14- ERISA		3
	Section 1.15- Exchange Act		3
	Section 1.16- Hardship		3
	Section 1.17- Key Executive		4
	Section 1.18- Key Executive Plan		4
	Section 1.19- Nonemployee Director		4
	Section 1.20- Nonemployee Director Plan		4
	Section 1.21- Partial First Plan Year		4
	Section 1.22- Participant		5
	Section 1.23- Payday		5
	Section 1.24- Plan		5
	Section 1.25- Plan Year		5
	Section 1.26- Predecessor Plan		5
	Section 1.27- Qualified Bonus		5
	Section 1.28- Qualified Director Compensation		5
	Section 1.29- Qualified Salary		5
	Section 1.30- Retirement		6
	Section 1.31- Section 401(a)(17) Limitation		6
	Section 1.32- Separation from Service		6
ARTICLE II - ELIGIBILITY			6
	Section 2.1 - Requirements for Participation		6
	Section 2.2 - Deferral Election Procedure		6
	Section 2.3 - Content of Election Form		7
ARTICLE III - PARTICIPANTS' DEFERRALS			7
	Section 3.1 - Deferral of Qualified Bonus and Qualified Director Compensation		7
	Section 3.2 - Deferral for Partial First Plan Year		8
	Section 3.3 - Deferral for Qualified Salary		8
	Section 3.3 - Deferral for Qualified Salary		8
ARTICLE IV - DEFERRED COMPENSATION ACCOUNTS			9
	Section 4.1 - Deferred Compensation Accounts		9
	Section 4.2 - Crediting of Deferred Compensation		9
	Section 4.3 - Crediting of Earnings		9
	Section 4.4 - Applicability of Account Values		10
	Section 4.5 - Vesting of Deferred Compensation Accounts		10
	Section 4.6 - Assignments, Etc. Prohibited		10
ARTICLE V - DISTRIBUTIONS OF DEFERRED COMPENSATION ACCOUNTS			10
	Section 5.1 - Distributions upon a Key Executive's Retirement and a                      Nonemployee Director's Separation from Service		10
	Section 5.2 - Distributions upon a Key Executive's Pre-Retirement                      Separation from Service		11
	Section 5.3 - Distributions upon a Participant's Death		11
	Section 5.4 - Optional Distributions		12
	Section 5.5 - Applicable Taxes		12
ARTICLE VI - WITHDRAWALS FROM DEFERRED COMPENSATION ACCOUNTS			13
	Section 6.1 - Hardship Withdrawals from Accounts		13
	Section 6.2 - Withdrawals after a Change in Control		13
	Section 6.3 - Voluntary Withdrawals		13
	Section 6.4 - Applicable Taxes		14
ARTICLE VII - ADMINISTRATIVE PROVISIONS			14
	Section 7.1 - Administrator's Duties and Powers		14
	Section 7.2 - Limitations Upon Powers		14
	Section 7.3 - Final Effect of Administrator Action		15
	Section 7.4 - Committee		15
	Section 7.5 - Indemnification by the Company; Liability Insurance		15
	Section 7.6 - Recordkeeping		15
	Section 7.7 - Statement to Participants		16
	Section 7.8 - Inspection of Records		16
	Section 7.9 - Identification of Fiduciaries		16
	Section 7.10- Procedure for Allocation of Fiduciary Responsibilities		16
	Section 7.11- Claims Procedure		16
	Section 7.12- Conflicting Claims		18
	Section 7.13- Service of Process		18
ARTICLE VIII - MISCELLANEOUS PROVISIONS			18
	Section 8.1 - Termination of the Plan		18
	Section 8.2 - Limitation on Rights of Participants		18
	Section 8.3 - Consolidation or Merger; Adoption of Plan by                      Other Companies		18
	Section 8.4 - Errors and Misstatements		19
	Section 8.5 - Payment on Behalf of Minor, Etc.		19
	Section 8.6 - Amendment of Plan		20
	Section 8.7 - Funding		20
	Section 8.8 - Governing Law		20
	Section 8.9 - Pronouns and Plurality		20
	Section 8.10- Titles		21
	Section 8.11- References		21

AMENDMENT AND RESTATEMENT OF THE
COMPUTER SCIENCES CORPORATION
DEFERRED COMPENSATION PLAN

as Amended and Restated Effective August 13, 2001

          Computer Sciences Corporation, a Nevada corporation, by resolution of its Board of Directors dated August 14, 1995, has adopted the Computer Sciences Corporation Deferred Compensation Plan (the "Plan"), which constitutes a complete amendment and restatement of the Computer Sciences Corporation Nonqualified Deferred Compensation Plan (the "Predecessor Plan"), effective as of September 30, 1995, for the benefit of its Nonemployee Directors, as defined below, and certain of its Key Executives, as defined below.

          The Plan was amended and restated effective as of February 2, 1998, and is hereby amended and restated effective as of August 13, 2001.

          The Plan shall constitute two separate plans, one for the benefit of Nonemployee Directors and one for the benefit of Key Executives. The plan for Key Executives is a nonqualified deferred compensation plan which is unfunded and is maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees, within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA, as defined below. The plan for Nonemployee Directors is not subject to ERISA.

ARTICLE I

DEFINITIONS

Section 1.1     General

          Whenever the following terms are used in the Plan with the first letter capitalized, they shall have the meaning specified below unless the context clearly indicates to the contrary.

Section 1.2     Account

          "Account" of a Participant shall mean the Participant's individual deferred compensation account established for his or her benefit under Article IV hereof.

Section 1.3     Administrator

          "Administrator" shall mean Computer Sciences Corporation, acting through its Chief Executive Officer or his or her delegate, except that if Computer Sciences Corporation appoints a Committee under Section 7.4, the term "Administrator" shall mean the Committee as to those duties, powers and responsibilities specifically conferred upon the Committee.

Section 1.4     Board

          "Board" shall mean the Board of Directors of Computer Sciences Corporation. The Board may delegate any power or duty otherwise allocated to the Administrator to any other person or persons, including a Committee appointed under Section 7.4.

Section 1.5     Change in Control

          "Change in Control" means, after September 30, 1995, (a) the acquisition by any person, entity or group (as defined in Section 13(d)3 of the Exchange Act), as beneficial owner, directly or indirectly, of securities of Computer Sciences Corporation representing twenty percent (20%) or more of the combined voting power of the then outstanding securities of Computer Sciences Corporation, (b) a change during any period of two (2) consecutive years of a majority of the Board as constituted as of the beginning of such period, unless the election of each director who was not a director at the beginning of such period was approved by vote of at least two-thirds of the directors then in office who were directors at the beginning of such period, (c) a sale of substantially all of the property and assets of Computer Sciences Corporation, (d) a merger, consolidation, reorganization or other business combination to which Computer Sciences Corporation is a party and the consummation of which results in the outstanding voting securities of Computer Sciences Corporation being exchanged for or converted into cash, property and/or securities not issued by Computer Sciences Corporation, (e) a merger, consolidation, reorganization or other business combination to which the Company is a party and the consummation of which does not result in the outstanding voting securities of the Company being exchanged for or converted into cash, property and/or securities not issued by the Company, provided that the outstanding voting securities of the Company immediately prior to such business combination (or, if applicable, the securities of the Company into which such voting securities are converted as a result of such business combination) represent less than 50% of the voting power of the Company immediately following such business combination, or (f) any other event constituting a change in control of Computer Sciences Corporation for purposes of Schedule 14 A of Regulation 14A under the Exchange Act.

Section 1.6     Chief Executive Officer

          "Chief Executive Officer" shall mean the Chief Executive Officer of Computer Sciences Corporation.

Section 1.7     Code

          "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time.

Section 1.8     Committee

          "Committee" shall mean the Committee, if any, appointed in accordance with Section 7.4.

Section 1.9     Company

          "Company" shall mean Computer Sciences Corporation and all of its affiliates, and any entity which is a successor in interest to Computer Sciences Corporation and which continues the Plan under Section 8.3(a).

Section 1.10     Deferred Compensation

          "Deferred Compensation" of a Participant shall mean the amounts deferred by such Participant under Article III of the Plan.

Section 1.11     Election Form

          "Election Form" shall mean the form of election provided by the Administrator to each Eligible Executive and Nonemployee Director pursuant to Section 3.1.

Section 1.12     Eligible Key Executive

          "Eligible Key Executive" shall mean any Key Executive who has been designated as eligible to participate in the Plan with respect to any Plan Year by the Chief Executive Officer.

Section 1.13     Employee

          "Employee" shall mean any person who renders services to the Company in the status of an employee as that term is defined in Code Section 3121(d), including officers but not including directors who serve solely in that capacity.

Section 1.14     ERISA

          "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time.

Section 1.15     Exchange Act

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

Section 1.16     Hardship

	(a)     "Hardship' of a Participant, shall mean an unforeseeable emergency which
constitutes a severe financial hardship resulting from any one or more of the following:
			(i)     sudden and unexpected illness or accident of the Participant or of a
	sudden and unexpected illness or accident of the Participant or of a dependent (as defined in Code Section 152(a)) of the Participant;
			(ii)     loss of the Participant's property due to casualty; or
			(iii)    any other similar extraordinary and unforeseeable circumstances
		arising as a result of events beyond the Participant's control.
		(b)     Notwithstanding subsection(a) above, a financial need shall not constitute
a Hardship unless it is for at least $1,000.00 (or the entire principal amount of the Participant's Accounts, if less).
		(c)     Whether a Participant has incurred a Hardship shall be determined by the
Administrator in its discretion on the basis of all relevant facts and circumstances and in accordance with nondiscriminatory and objective standards, uniformly interpreted and consistently applied.

Section 1.17     Key Executive

          "Key Executive" shall mean any Employee of the Company who is an officer or other key executive of the Company and who qualifies as a "highly compensated employee or management employee" within the meaning of Title I of ERISA.

Section 1.18     Key Executive Plan

          "Key Executive Plan" shall mean the portion of this Plan which is maintained or the benefit of the Company's Key Executives.

Section 1.19     Nonemployee Director

          "Nonemployee Director" shall mean a member of the Board who is not an Employee.

Section 1.20     Nonemployee Director Plan

          "Nonemployee Director Plan" shall mean the portion of this Plan which is maintained for the benefit of the Company's Nonemployee Directors.

Section 1.21     Partial First Plan Year

          "Partial First Plan Year" shall mean that portion of the first Plan Year of the Plan subject to its amendment and restatement effective as of September 30, 1995, which shall begin on September 30, 1995 and end on March 29, 1996.

Section 1.22     Participant

          "Participant" shall mean any person who elects to participate in the Plan as provided in Article II and who defers Qualified Bonus, Qualified Director Compensation or Qualified Salary under the Plan.

Section 1.23     Payday

          "Payday" of a Key Executive shall mean the regular and recurring established day for payment of Qualified Salary to such Key Executive.

Section 1.24     Plan

          "Plan" shall mean the Computer Sciences Corporation Deferred Compensation Plan.

Section 1.25     Plan Year

          "Plan Year" shall mean the fiscal year of the Company.

Section 1.26     Predecessor Plan

          "Predecessor Plan" shall mean the Computer Sciences Corporation Nonqualified Deferred Compensation Plan as in effect and maintained by the Company for the benefit of its Nonemployee Directors prior to the amendment and restatement of the Plan effective as of September 30, 1995.

Section 1.27     Qualified Bonus

          "Qualified Bonus" of a Key Executive shall mean the Key Executive's annual bonus which may be payable to the Key Executive under the Computer Sciences Corporation Annual Incentive Plan or such other bonus or incentive compensation plan of the Company which may be designated from time to time by the Administrator.

Section 1.28     Qualified Director Compensation

          "Qualified Director Compensation" of a Nonemployee Director shall mean the retainer, consulting fees, committee fees and meeting fees which are payable to the Nonemployee Director by the Company.

Section 1.29     Qualified Salary

          "Qualified Salary" of a Key Executive shall mean the Key Executive's gross base salary which may be payable to the Key Executive on a Payday, determined before any exclusions, deductions or withholdings therefrom.

Section 1.30     Retirement

          "Retirement" shall mean, with respect to a Key Executive, a Separation from Service of such Key Executive (a) on or after attainment of age sixty-two (62) or (b) prior to attainment of age sixty-two (62) if the Chief Executive Officer shall designate such Separation from Service as Retirement for purposes of the Plan.

Section 1.31     Section 401(a) (17) Limitation

          "Section 401(a)(17) Limitation" with respect to a Key Executive's Qualified Salary for a Payday shall mean the amount equal to:

(a) the annual compensation limit under Code Section 401(a)(17) in effect for the calendar year in which such Payday occurs, divided by

(b) the total number of Paydays in a year for which such Key Executive's gross base salary would be payable to such Key Executive, based on the regular and recurring manner of payment for such Key Executive in effect on such Payday, as determined by the Administrator.

Section 1.32     Separation from Service

           (a)     "Separation from Service" of a Key Executive shall mean the termination of his or her employment with the Company by reason of resignation, discharge, death or Retirement. A leave of absence or sick leave authorized by the Company in accordance with established policies, a vacation period or a military leave shall not constitute a Separation from Service; provided, however, that failure to return to work upon expiration of any leave of absence, sick leave, military leave or vacation shall be considered a resignation effective as of the date of expiration of such leave of absence, sick leave, military leave or vacation.

          (b)     "Separation from Service" of a Nonemployee Director shall mean the Nonemployee Director's ceasing to serve as a member of the Board for any reason.

ARTICLE II

ELIGIBILITY

Section 2.1     Requirements for Participation

          Any Eligible Key Executive and any Nonemployee Director shall be eligible to be a Participant in the Plan.

Section 2.2     Deferral Election Procedure

          For each Plan Year, the Administrator shall provide each Eligible Key Executive and each Nonemployee Director with an Election Form on which such person may elect to defer his or her Qualified Bonus or Qualified Director Compensation under Article III and, in the case of an Eligible Key Executive, to defer his or her Qualified Salary under Article III. Each such person who elects to defer Qualified Bonus, Qualified Director Compensation or Qualified Salary under Article III shall complete and sign the Election Form and return it to the Administrator.

Section 2.3     Content of Election Form

          Each Participant who elects to defer Qualified Bonus, Qualified Director Compensation or Qualified Salary under the Plan shall set forth on the Election Form specified by the Administrator:

(a)      the amount of Qualified Bonus or Qualified Director Compensation to be deferred under Article III and the Participant's authorization to the Company to reduce his or her Qualified Bonus or Qualified Director Compensation by the amount of the Deferred Compensation,

(b)     in the case of a Participant who is an Eligible Key Executive, the amount of Qualified Salary to be deferred under Article III and the Participant's authorization to the Company to reduce his or her Qualified Salary by the amount of the Deferred Compensation,

(c)     the length of time with respect to which the Participant elects to defer the Deferred Compensation,

(d)     the method under which the Participant's Deferred Compensation shall be payable, and

(e)     such other information, acknowledgements or agreements as may be required by the Administrator.

ARTICLE III

PARTICIPANTS' DEFERRALS

Section 3.1     Deferral of Qualified Bonus and Qualified Director Compensation

           (a)     Each Eligible Key Executive and Nonemployee Director may elect to defer into his or her Account all or any portion of the Qualified Bonus and the Qualified Director Compensation, respectively, which would otherwise be payable to him or her for any Plan Year in which he or she has not incurred a Separation from Service as of the first day of the Plan Year in question. Such election shall be made by the Eligible Key Executive or Nonemployee Director by completing and delivering to the Administrator his or her Election Form for such Plan Year no later than the last day of the next preceding Plan Year, except (i) with respect to the Partial First Plan Year, in which case such election shall be made not later than September 29, 1995, and (ii) with respect to a person who first becomes an Employee or Nonemployee Director during a Plan Year, which person may make such election within 3 0 days after first becoming an Employee or Nonemployee Director, respectively.

           (b)     Any such election made by a Participant to defer Qualified Bonus or Qualified Director Compensation shall be irrevocable and shall not be amendable by the Participant, except:

(i)     as set forth in Sections 6.2 and 6.3 hereof; or

(ii)     in the event of a Hardship, a Participant may terminate the Participant's deferral election for the Plan Year in which the Hardship occurs with respect to all Qualified Bonus or Qualified Director Compensation which has not yet been deferred.

Section 3.2     Deferral for Partial First Plan Year

          For the Partial First Plan Year, Participants may defer any or all of the Qualified Bonus or Qualified Director Compensation which is earned by them after September 29, 1995 and before March 30, 1996. Deferral elections previously made by Nonemployee Directors for the 1996 Plan Year shall only remain effective with respect to Qualified Bonus or Qualified Director Compensation earned prior to September 30, 1995.

Section 3.3     Deferral of Qualified Salary

           (a)     Each Eligible Key Executive may elect to defer into his or her Account all or a portion of the Qualified Salary which would otherwise be payable to him or her for any Plan Year in which he or she has not incurred a Separation from Service as of the first day of the Plan Year in question. Such Eligible Key Executive may elect to defer his or her Qualified Salary for such Plan Year as follows:

(i)     such Eligible Key Executive may elect to defer all or any portion of the amount by which his or her Qualified Salary exceeds the Section 401(a)(17) Limitation, or

(ii)     such Eligible Key Executive may elect to defer all of the amount by which his or her Qualified Salary exceeds the greater of: (A) the dollar amount specified by such Eligible Key Executive under such election, or (B) the Section 401(a)(17) Limitation.

Such election shall be made by the Eligible Key Executive by completing and delivering to the Administrator his or her Election Form for such Plan Year no later than the last day of the next preceding Plan Year. Notwithstanding the foregoing, with respect to the period commencing on August 13, 2001 and ending on March 29, 2002, an Eligible Key Executive may only elect to defer Qualified Salary under this Section 3.3 if the Administrator designates such Eligible Key Executive as eligible to make such deferrals. The Administrator shall determine the manner in which such Eligible Key Executive's deferral election shall be made for the period described in the preceding sentence, and an Eligible Key Executive's deferral election shall be made within 30 days of the designation of such Eligible Key Executive and shall only apply to Qualified Salary which would otherwise be payable after such deferral election is made.

           (b)     Any such election made by a Participant to defer Qualified Salary shall be irrevocable and shall not be amendable by the Participant, except:

(i)     as set forth in Section 6.2 and 6.3; or

(ii)     in the event of Hardship, a Participant may terminate the Participant's deferral election for the Plan Year in which the Hardship occurs with respect to all Qualified Salary which has not yet been deferred.

ARTICLE IV

DEFERRED COMPENSATION ACCOUNTS

Section 4.1     Deferred Compensation Accounts

           The Administrator shall establish and maintain for each Participant an Account to which shall be credited the amounts allocated thereto under this Article IV and from which shall be debited the Participant's distributions and withdrawals under Articles V and VI.

Section 4.2     Crediting of Deferred Compensation

          Each Participant's Account shall be credited with an amount which is equal to the amount of the Participant's Qualified Bonus, Qualified Director Compensation and Qualified Salary which such Participant has elected to defer under Article III at the time such Qualified Bonus, Qualified Director Compensation or Qualified Salary, whichever is applicable, would otherwise have been paid to the Participant.

Section 4.3     Crediting of Earnings

           Beginning on September 30, 1995 and subject to amendment by the Board, for each Plan Year earnings shall be credited to each Participant's Account (including the Accounts of Nonemployee Directors under the Predecessor Plan), at a rate equal to 120% of the 120-month rolling average interest payable on 10-year United States Treasury Notes as of December 31 of the preceding Plan Year, compounded annually. Earnings shall be credited on such valuation dates as the Administrator shall determine.

Section 4.4     Applicability of Account Values

          The value of each Participant's Account as determined as of a given date under this Article, plus any amounts subsequently allocated thereto under this Article and less any amounts distributed or withdrawn under Articles V or VI shall remain the value thereof for all purposes of the Plan until the Account is revalued hereunder.

Section 4.5     Vesting of Deferred Compensation Accounts

          Subject to the possible reductions provided for in Section 6.2 and 6.3 with respect to certain Participant withdrawals, each Participant's interest in his or her Account shall be 100% vested and non-forfeitable at all times.

Section 4.6     Assignments, Etc. Prohibited

           No part of any Participant's Account shall be liable for the debts, contracts or engagements of the Participant, or the Participant's beneficiaries or successors in interest, or be taken in execution by levy, attachment or garnishment or by any other legal or equitable proceeding, nor shall any such person have any rights to alienate, anticipate, commute, pledge, encumber or assign any benefits or payments hereunder in any manner whatsoever except to designate a beneficiary as provided in Section 5.3.

ARTICLE V

DISTRIBUTIONS OF DEFERRED COMPENSATION ACCOUNTS

Section 5.1     Distributions upon a Key Executive's Retirement and a Nonemployee Director's Separation from
                      Service

          (a)     The Account of a Key Executive who incurs a Separation from Service upon his or her Retirement, and the Account of a Nonemployee Director who incurs a Separation from Service, in each case other than on account of death, shall be paid to the Participant as specified in any election made by the Participant pursuant to Section 5.4 hereof. Any remaining balance of the Participant's Account shall be paid to the Participant, as specified by the Participant in an election made pursuant to this Section 5.1. Such election shall specify (i) whether payment shall be made in a lump-sum distribution and/or in approximately equal annual installments over 5, 10 or 15 years, and (ii) whether payment(s) shall commence on the first, second, third, fourth or fifth anniversary of the date of such Separation of Service, or shall commence within thirty (30) days following the date of such Separation from Service. A Participant may elect to receive payment of a portion of the amount distributable under this Section 5.1 in a lump-sum distribution and the balance of the amount distributable under this Section 5.1 in approximately equal annual installments over 5, 10 or 15 years. A Participant may elect a distribution pursuant to this Section 5.1 in such other forms, or payable upon such other commencement dates, as are specified by the Administrator; provided, however, that no such election shall provide for payments to be made more than 20 years after such Participant's Separation from Service.

          (b)     At the time a Participant first elects to defer Qualified Bonus, Qualified Director Compensation or Qualified Salary under the Plan, he or she shall make an election pursuant to this Section 5.1. Such election shall remain in effect and shall apply to the Participant's total Account, as the same may increase or decrease from time to time. An election pursuant to this Section 5.1 may be superseded by a subsequent election, which subsequent election shall then apply to the Participant's total Account, as the same may increase or decrease from time to time. Notwithstanding the foregoing, no subsequent election pursuant to this Section 5.1 shall be effective unless it is made at least 13 months prior to the Participant's Separation from Service.

Section 5.2     Distributions upon a Key Executive's Pre-Retirement Separation from Service

          The Account of a Key Executive who incurs a Separation from Service prior to his or her Retirement and other than on account of his or her death shall be paid to the Participant in a lump-sum distribution within thirty (30) days following the date of such Separation from Service, notwithstanding any election to the contrary made by the Participant pursuant to Section 5.4 hereof.

Section 5.3     Distributions upon a Participant's Death

           (a)     Notwithstanding anything to the contrary in the Plan, the remaining balance of the Account of a Participant who dies (i) shall be paid to the persons and entities designated by the Participant as his or her beneficiaries for such purpose and (ii) shall be paid in the manner set forth in this Section 5.3. With respect to a Participant who does not incur a Separation from Service prior to his or her death, such balance shall be paid, as specified by the Participant in an election made pursuant to this Section 5.3. Such election shall specify whether payment shall be made (i) in a lump-sum distribution within thirty (30) days following the date of death or (ii) in accordance with the distribution election made pursuant to Section 5.1 hereof (in which case such Participant's death shall be considered the date of such Participant's Retirement for purposes of determining the date of commencement of distribution under such election). With respect to a Participant who does incur a Separation from Service prior to his or her death, such balance shall be paid, as specified by the Participant in an election made pursuant to this Section 5.3. Such election shall specify whether payment shall be made (1) in a lump-sum distribution within thirty (30) days following the date of death or (2) in accordance with the distribution election made pursuant to Section 5.1 hereof (with respect to the payments not yet made under such election).

          (b)     At the time a Participant first elects to defer Qualified Bonus, Qualified Director Compensation or Qualified Salary under the Plan, he or she shall make an election pursuant to this Section 5.3. Such election shall remain in effect and shall apply to the Participant's total Account, as the same may increase or decrease from time to time. An election pursuant to this Section 5.3 may be superseded by a subsequent election, which subsequent election shall then apply to the Participant's total Account, as the same may increase or decrease from time to time. Notwithstanding the foregoing, no subsequent election pursuant to this Section 5.3 shall be effective unless it is made at least 13 months prior to the Participant's Separation from Service.

Section 5.4     Optional Distributions

           (a)     At the time a Participant elects to defer Qualified Bonus, Qualified Director Compensation or Qualified Salary for any Plan Year, he or she may also elect, pursuant to this Section 5.4, to receive a special, lump-sum distribution of any or all of the amount deferred for such Plan Year on a date specified by the Participant in such election, which date must be at least 24 months after the date of such election. Any such special distribution shall be made within five (5) business days after the date therefor specified by the Participant, unless the Participant shall have died on or prior to such date, in which case no such special distribution shall be made.

          (b)     An election pursuant to this Section 5.4 may be superseded by one subsequent election; provided, however, that such subsequent election shall not be effective unless: (i) it is irrevocable; (ii) it is made at least 13 months prior to the Participant's Separation from Service and at least 24 months prior to the date upon which the special distribution will be made; and (iii) the date of the special distribution specified in the subsequent election is earlier than the date specified in the initial election.

           (c)     Notwithstanding the foregoing, an election pursuant to this Section 5.4 with respect to the Partial First Plan Year may be superseded by two subsequent elections; provided, however, that: (i) the first such subsequent election shall not be effective unless it is made prior to March 30, 1996 and at least 13 months prior to the Participant's Separation from Service and at least 24 months prior to the date upon which the special distribution will be made; and (ii) the second such subsequent election satisfies all the requirements set forth in paragraph (b)(i), (ii) and (iii) of this Section 5.4.

Section 5.5     Applicable Taxes

          All distributions under the Plan shall be subject to withholding for all amounts which the Company is required to withhold under federal, state or local tax law.

ARTICLE VI

WITHDRAWALS FROM DEFERRED COMPENSATION ACCOUNTS

Section 6.1     Hardship Withdrawals from Accounts

           A Participant may make a withdrawal from the Participant's Account on account of the Participant's Hardship, only to the extent that the Hardship is not otherwise relievable:

(a)     through reimbursement or compensation by insurance or otherwise,

(b)     by liquidation of the Participant's assets (to the extent that such liquidation does not itself cause a Hardship), or

(c)     by cessation of deferrals under the Plan.

Section 6.2     Withdrawals after a Change in Control

           At any time within three years after the occurrence of a Change in Control, a Key Executive may elect to withdraw all or any part of the Key Executive's Account by delivering a written election to such effect to the Administrator, provided, however, that if a Key Executive makes such an election, (i) the Key Executive shall forfeit, and the Key Executive's Account shall be debited with, an amount equal to 5% of the amount of the withdrawal distribution, (ii) the Key Executive's deferral election for the Plan Year in which the withdrawal distribution occurs shall be terminated with respect to any Qualified Bonus, Qualified Director Compensation and Qualified Salary which has not yet been deferred and (iii) the Key Executive shall not be permitted to defer Qualified Bonus, Qualified Director Compensation and Qualified Salary under the Plan for the two Plan Years immediately following the Plan Year of the withdrawal distrib ution.

Section 6.3     Voluntary Withdrawals

           At any time, a Participant may elect to withdraw all or any part of the Participant's Account by delivering a written election to such effect to the Administrator, provided, however, that if a Participant makes such an election, (i) the Participant shall forfeit, and the Participant's Account shall be debited with, an amount equal to 10% of the amount of the withdrawal distribution, (ii) the Participant's deferral election for the Plan Year in which the withdrawal distribution occurs shall be terminated with respect to any Qualified Bonus, Qualified Director Compensation and Qualified Salary which has not yet been deferred and (iii) the Participant shall not be permitted to defer Qualified Bonus, Qualified Director Compensation and Qualified Salary under the Plan for the two Plan Years immediately following the year of the withdrawal distribution.

Section 6.4     Applicable Taxes

           All withdrawals under the Plan shall be subject to withholding for all amounts which the Company is required to withhold under federal, state or local tax law.

ARTICLE VII

ADMINISTRATIVE PROVISIONS

Section 7.1     Administrator's Duties and Powers

          The Administrator shall conduct the general administration of the Plan in accordance with the Plan and shall have all the necessary power, authority and discretion to carry out that function. Among its necessary powers and duties are the following:

          (a)     To delegate all or part of its function as Administrator to others and to revoke any such delegation.

          (b)     To determine questions of eligibility of Participants and their entitlement to benefits, subject to the provisions of Section 7.11.

           (c)     To select and engage attorneys, accountants, actuaries, trustees, appraisers, brokers, consultants, administrators, physicians, or other persons to render service or advice with regard to any responsibility the Administrator or the Board has under the Plan, or otherwise, to designate such persons to carry out fiduciary responsibilities under the Plan, and (together with the Committee, the Company, the Board and the officers and Employees of the Company) to rely upon the advice, opinions or valuations of any such persons, to the extent permitted by law, being fully protected in acting or relying thereon in good faith.

           (d)     To interpret the Plan and any relevant facts for purpose of the administration and application of the Plan, in a manner not inconsistent with the Plan or applicable law and to amend or revoke any such interpretation.

          (e)     To conduct claims procedures as provided in Section 7.11.

Section 7.2     Limitations Upon Powers

          The Plan shall be uniformly and consistently administered, interpreted and applied with regard to all Participants in similar circumstances. The Plan shall be administered, interpreted and applied fairly and equitably and in accordance with the specified purposes of the Plan. Notwithstanding the foregoing, the distribution forms and commencement dates specified in Section 5.1(a) shall apply to such Participants, and in such manner, as the Administrator determines in its sole discretion.

Section 7.3     Final Effect of Administrator Action

          Except as provided in Section 7.11, all actions taken and all determinations made by the Administrator in good faith shall be final and binding upon all Participants, the Company and any person interested in the Plan.

Section 7.4     Committee

          (a)     The Administrator may, but need not, appoint a Committee consisting of two or more members to hold office during the pleasure of the Administrator. The Committee shall have such powers and duties as are delegated to it by the Administrator. Committee members shall not receive payment for their services as such.

          (b)     Appointment of Committee members shall be effective upon filing of written acceptance of appointment with the Administrator.

          (c)     A Committee member may resign at any time by delivering written notice to the Administrator.

          (d)     Vacancies in the Committee shall be filled by the Administrator.

          (e)     The Committee shall act by a majority of its members in office; provided, however, that the Committee may appoint one of its members or a delegate to act on behalf of the Committee on matters arising in the ordinary course of administration of the Plan or on specific matters.

Section 7.5     Indemnification by the Company; Liability Insurance

          The Company shall pay or reimburse any of the Company's officers, directors, Committee members or Employees who are fiduciaries with respect to the Plan for all expenses incurred by such persons in, and shall indemnify and hold them harmless from, all claims, liability and costs (including reasonable attorneys' fees) arising out of the good faith performance of their duties under the Plan. The Company may obtain and provide for any such person, at the Company's expense, liability insurance against liabilities imposed on such person by law.

Section 7.6     Recordkeeping

           (a)     The Administrator shall maintain suitable records of each Participant's Account which, among other things, shall show separately deferrals and the earnings credited thereon, as well as distributions and withdrawals therefrom and records of its deliberations and decisions.

           (b)     The Administrator shall appoint a secretary, and at its discretion, an assistant secretary, to keep the record of proceedings, to transmit its decisions, instructions, consents or directions to any interested party, to execute and file, on behalf of the Administrator, such documents, reports or other matters as may be necessary or appropriate under ERISA and to perform ministerial acts.

           (c)     The Administrator shall not be required to maintain any records or accounts which duplicate any records or accounts maintained by the Company.

Section 7.7     Statement to Participants

          By March 15 of each year, the Administrator shall furnish to each Participant a statement setting forth the value of the Participant's Account as of the preceding December 31 and such other information as the Administrator shall deem advisable to furnish.

Section 7.8     Inspection of Records

          Copies of the Plan and records of a Participant's Account shall be open to inspection by the Participant or the Participant's duly authorized representatives at the office of the Administrator at any reasonable business hour.

Section 7.9     Identification of Fiduciaries

          The Administrator shall be the named fiduciary of the Plan and, as permitted or required by law, shall have exclusive authority and discretion to operate and administer the Plan.

Section 7.10     Procedure for Allocation of Fiduciary Responsibilities

          (a)     Fiduciary responsibilities under the Plan are allocated as follows:

                  (i)     The sole duties, responsibilities and powers allocated to the Board, any Committee and any                   fiduciary shall be those expressly provided in the relevant Sections of the Plan.

                  (ii)     All fiduciary duties, responsibilities, and powers not allocated to the Board, any Committee                   or any fiduciary, are hereby allocated to the Administrator, subject to delegation.

           (b)     Fiduciary duties, responsibilities and powers under the Plan may be reallocated among fiduciaries by amending the Plan in the manner prescribed in Section 8.6, followed by the fiduciaries' acceptance of, or operation under, such amended Plan.

Section 7.11     Claims Procedure

          (a)     No distributions under this Plan to a Participant, former Participant or Participant's beneficiary shall be made except upon a claim filed in writing with the Committee, if in existence, or otherwise to a claims official designated by the Administrator.

          (b)     If the Committee or claims official wholly or partially denies the claim, it or he shall, within a reasonable period of time after receipt of the claim, provide the claimant with written notice of such denial, setting forth, in a manner calculated to be understood by the claimant:

(i)     the specific reason or reasons for such denial;

(ii)     specific reference to pertinent Plan provisions on which the denial is based;

(iii)     a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and

(iv)     an explanation of the Plan's claims review procedure.

          (c)     The Administrator shall provide each claimant with a reasonable opportunity to appeal a denial of a claim to the Chief Executive Officer or his or her authorized delegate for a full and fair review. The claimant or his or her duly authorized representative:

(i)     may request a review upon written application to the Chief Executive Officer or his authorized delegate (which shall be filed with the Committee or claims official);

(ii)     may review pertinent documents; and

(iii)     may submit issues and comments in writing.

          (d)     The Chief Executive Officer or his authorized delegate may establish such time limits within which a claimant may request review of a denied claim as are reasonable in relation to the nature of the benefit which is the subject of the claim and to other attendant circumstances but which shall be not less than sixty days after receipt by the claimant of written notice of denial of his or her claim.

          (e)     The decision by the Chief Executive Officer or his delegate upon review of a claim shall be made not later than sixty days after receipt by the Chief Executive Officer or his authorized delegate of the request for review, unless special circumstances require an extension of time for processing, in which case a decision shall be rendered as soon as possible, but not later than one hundred twenty days after receipt of such request for review.

          (f)     The decision on review shall be in writing and shall include specific reasons for the decision written in a manner calculated to be understood by the claimant with specific references to the pertinent Plan provisions on which the decision is based.

          (g)     To the extent permitted by law, the decision of the Committee or claims official, if no appeal is filed, or the decision of the Chief Executive Officer or his delegate on review, when warranted on the record and reasonably based on the law and the provisions of the Plan, shall be final and binding on all parties.

Section 7.12     Conflicting Claims

          If the Administrator is confronted with conflicting claims concerning a Participant's Account, the Administrator may interplead the claimants in an action at law, or in an arbitration conducted in accordance with the rules of the American Arbitration Association, as the Administrator shall elect in its sole discretion, and in either case, the attorneys' fees, expenses and costs reasonably incurred by the Administrator in such proceeding shall be paid from the Participant's Account.

Section 7.13     Service of Process

          The Secretary of Computer Sciences Corporation is hereby designated as agent of the Plan for the service of legal process.

ARTICLE VIII

MISCELLANEOUS PROVISIONS

Section 8.1     Termination of the Plan

          (a)     While the Plan is intended as a permanent program, the Board shall have the right at any time to declare the Plan terminated completely as to the Company or as to any group, division or other operational unit thereof or as to any affiliate thereof.

          (b)     Discharge or layoff of any Employees without such a declaration shall not result in a termination of the Plan.

          (c)     In the event of any termination, the Board, in its sole and absolute discretion may elect to:

(i)     maintain Participants' Accounts, payment of which shall be made in accordance with Articles V and VI; or

(ii)     liquidate the portion of the Plan attributable to each Participant as to whom the Plan is terminated and distribute each such Participant's Account in a lump sum or pursuant to any method which is at least as rapid as the distribution method elected by the Participant under Section 5.4.

Section 8.2     Limitation on Rights of Participants

          The Plan is strictly a voluntary undertaking on the part of the Company and shall not constitute a contract between the Company and any Employee or any Nonemployee Director, or consideration for, or an inducement or condition of, the employment of an Employee or service of a Nonemployee Director. Nothing contained in the Plan shall give any Employee or Nonemployee Director the right to be retained in the service of a Company or to interfere with or restrict the right of the Company, which is hereby expressly reserved, to discharge or retire any Employee or Nonemployee Director, except as otherwise provided by a written employment agreement between the Company and the Employee or Nonemployee Director, at any time without notice and with or without cause. Inclusion under the Plan will not give any Employee or Nonemployee Director any right or claim to any benefit hereunder except to the extent such right has specifically become fixed under the terms of the Plan. The doctrine of substantial performance shall have no application to Employees, Nonemployee Directors, Participants or any other persons entitled to payments under the Plan.

Section 8.3     Consolidation or Merger; Adoption of Plan by Other Companies

           (a)     In the event of the consolidation or merger of the Company with or into any other entity, or the sale by the Company of substantially all of its assets, the resulting successor may continue the Plan by adopting it in a resolution of its Board of Directors. If within 90 days from the effective date of such consolidation, merger or sale of assets, such successor corporation does not adopt the Plan, the Plan shall be terminated in accordance with Section 8.1.

          (b)     There shall be no merger or consolidation with, or transfer of the liabilities of the Plan to, any other plan unless each Participant in the Plan would have, if the combined or successor plans were terminated immediately after the merger, consolidation, or transfer, an account which is equal to or greater than his or her corresponding Account under the Plan had the Plan been terminated immediately before the merger, consolidation or transfer.

Section 8.4     Errors and Misstatements

           In the event of any misstatement or omission of fact by a Participant to the Administrator or any clerical error resulting in payment of benefits in an incorrect amount, the Administrator shall promptly cause the amount of future payments to be corrected upon discovery of the facts and shall cause the Company to pay the Participant or any other person entitled to payment under the Plan any underpayment in cash in a lump sum, or to recoup any overpayment from future payments to the Participant or any other person entitled to payment under the Plan in such amounts as the Administrator shall direct, or to proceed against the Participant or any other person entitled to payment under the Plan for recovery of any such overpayment.

Section 8.5     Payment on Behalf of Minor, Etc.

          In the event any amount becomes payable under the Plan to a minor or a person who, in the sole judgment of the Administrator, is considered by reason of physical or mental condition to be unable to give a valid receipt therefor, the Administrator may direct that such payment be made to any person found by the Administrator in its sole judgment, to have assumed the care of such minor or other person. Any payment made pursuant to such determination shall constitute a full release and discharge of the Company, the Board, the Administrator, the Committee and their officers, directors and employees.

Section 8.6     Amendment of Plan

          The Plan may be wholly or partially amended by the Board from time to time, in its sole and absolute discretion, including prospective amendments which apply to amounts held in a Participant's Account as of the effective date of such amendment and including retroactive amendments necessary to conform to the provisions and requirements of ERISA or the Code or regulations pursuant thereto; provided, however, that no amendment shall decrease the amount of any Participant's Account as of the effective date of such amendment. Notwithstanding the foregoing, Section 8.7 shall not be amended in any respect on or after a Change in Control.

Section 8.7     Funding

          (a)     Subject to Section 8.7(b), all benefits payable under the Plan will be paid from the general assets of the Company and no Participant or beneficiary shall have any claim against any specific assets of the Company.

          (b)     Not later than the occurrence of a Change in Control, the Company shall cause to be transferred to a grantor trust described in Section 671 of the Code, assets equal in value to all accrued obligations under the Plan as of one day following a Change in Control, in respect of both active employees of the Company and retirees as of that date. Such trust by its terms shall, among other things, be irrevocable. The value of liabilities and assets transferred to the trust shall be determined by one or more nationally recognized firms qualified to provide actuarial services as described in Section 4 of the Computer Sciences Corporation Severance Plan for Senior Management and Key Employees. The establishment and funding of such trust shall not affect the obligation of the Company to provide benefits payments under the terms of the Plan to the extent such benefits are not paid from the trust.

Section 8.8     Governing Law

          The Plan shall be construed, administered and governed in all respects under and by the laws of the State of California, except to the extent such laws may be preempted by ERISA.

Section 8.9     Pronouns and Plurality

          The masculine pronoun shall include the feminine pronoun, and the singular the plural where the context so indicates.

Section 8.10     Titles

          Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of the Plan.

Section 8.11     References

          Unless the context clearly indicates to the contrary, a reference to a statute, regulation or document shall be construed as referring to any subsequently enacted, adopted or executed statute, regulation or document.

EX-10.24

U.S. $321,000,000

SECOND AMENDED AND RESTATED CREDIT AGREEMENT
(Long Term Facility)

Dated as of August 16, 2001

Among

COMPUTER SCIENCES CORPORATION

as Borrower

and

THE BANKS NAMED HEREIN

as Lenders

and

CITICORP USA, INC.

as Administrative Agent

and

SALOMON SMITH BARNEY INC.

as Arranger

TABLE OF CONTENTS
		Page
ARTICLE I DEFINITIONS AND ACCOUNTING TERMS
Section 1.01	Certain Defined Terms	1
Section 1.02	Computation of Time Periods	11
Section 1.03	Accounting Terms	11

ARTICLE II AMOUNTS AND TERMS OF THE ADVANCES
Section 2.01	The A Advances	11
Section 2.02	Making the A Advances	12
Section 2.03	The B Advances	14
Section 2.04	Fees.	17
Section 2.05	Termination and Reduction of the Commitments	18
Section 2.06	Repayment and Prepayment of A Advances	18
Section 2.07	Interest on A Advances	19
Section 2.08	Interest Rate Determination	19
Section 2.09	Voluntary Conversion or Continuation of A Advances	19
Section 2.10	Increased Costs	20
Section 2.11	Payments and Computations	21
Section 2.12	Taxes	22
Section 2.13	Sharing of Payments, Etc	24
Section 2.14	Evidence of Debt	24
Section 2.15	Use of Proceeds	25
Section 2.16	Extension of the Commitment Termination Date	25
Section 2.17	Substitution of Lenders	26
Section 2.18	Increased Commitments; Additional Lenders.	26
Section 2.19	Special Purpose Funding Vehicles.	27

ARTICLE III CONDITIONS OF LENDING
Section 3.01	Condition Precedent to Second Amended and Restated Effective Date	28
Section 3.02	Conditions Precedent to Each A Borrowing	28
Section 3.03	Conditions Precedent to Each B Borrowing	29

ARTICLE IV REPRESENTATIONS AND WARRANTIES
Section 4.01	Representations and Warranties of the Borrower	29

ARTICLE V COVENANTS
Section 5.01	Affirmative Covenants of the Borrower	32
Section 5.02	Negative Covenants of the Borrower	35

ARTICLE VI EVENTS OF DEFAULT
Section 6.01	Events of Default	38

ARTICLE VII THE AGENT
Section 7.01	Authorization and Action	40
Section 7.02	Agent's Reliance, Etc	40
Section 7.03	CUSA and Affiliates	41
Section 7.04	Lender Credit Decision	41
Section 7.05	Indemnification	41
Section 7.06	Successor Agent	42

ARTICLE VIII MISCELLANEOUS
Section 8.01	Amendments, Etc	42
Section 8.02	Notices, Etc	43
Section 8.03	No Waiver; Remedies	43
Section 8.04	Costs, Expenses and Indemnification	43
Section 8.05	Right of Set-off	44
Section 8.06	Binding Effect	45
Section 8.07	Assignments and Participations	45
Section 8.08	Governing Law	47
Section 8.09	Execution in Counterparts	47
Section 8.10	Consent to Jurisdiction; Waiver of Immunities	47
Section 8.11	Waiver of Trial by Jury	47
Section 8.12	Survival of Warranties	47
Section 8.13	Severability	48
Section 8.14	Headings	48

SCHEDULES
Schedule I	List of Applicable Lending Offices
Schedule II	Property of the Borrower and its Subsidiaries
Schedule III	Lenders' Commitments

EXHIBITS
Exhibit A-1	Form of Notice of A Borrowing
Exhibit A-2	Form of Notice of B Borrowing
Exhibit B	Form of Assignment and Acceptance
Exhibit C	Form of Opinion of Howard D. Fisk, Esq., Counsel for the Borrower
Exhibit D	Form of Extension Request

SECOND AMENDED AND RESTATED CREDIT AGREEMENT
(Long Term Facility)

Dated as of August 16, 2001

	This SECOND AMENDED AND RESTATED CREDIT AGREEMENT is
entered into as of August 16, 2001, among Computer Sciences Corporation, a Nevada corporation (the "Borrower"), the financial institutions (the "Banks") listed on Schedule III hereof, and Citicorp USA, Inc. ("CUSA"), as administrative agent (the "Agent") for the Lenders hereunder.
	WHEREAS, the Borrower, CSC Enterprises, a Delaware general partnership (the
"Partnership"), the Banks, and the Agent entered into the Amended and Restated Credit Agreement (Long Term Facility) as of August 18, 2000 (the "Existing Amended and Restated Credit Agreement");
	WHEREAS, the Partnership and the Borrower have requested modification of
the terms of the Existing Amended and Restated Credit Agreement in several respects, including deletion of the Partnership as a borrower;
	WHEREAS, the Lenders, the Borrower, the Partnership and the Agent have
entered into an Amendment Agreement dated as of August 16, 2001 pursuant to which the Existing Amended and Restated Credit Agreement has been amended and restated (the "Second Amended and Restated Credit Agreement").
	NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, the Borrower, the Lenders and the Agent agree as follows:

ARTICLE 1
DEFINITIONS AND ACCOUNTING TERMS

		Section 1.01     Certain Defined Terms. As used in this Agreement, the
following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):
		"A Advance" means an advance by a Lender to the Borrower as part of an A
	Borrowing and refers to a Base Rate Advance or a Eurodollar Rate Advance, each of which shall be a "Type" of A Advance.
		"A Borrowing" means a borrowing consisting of A Advances of the same Type
	made on the same day to the Borrower pursuant to the same Notice of A Borrowing by each of the Lenders pursuant to Section 2.01.
		"Adjusted Eurodollar Rate" means, for any Interest Period for each Eurodollar
	Rate Advance comprising part of the same A Borrowing, an interest rate per annum equal to the rate per annum obtained by dividing (i) (A) the rate per annum (rounded upward to the nearest 1/16 of one percent) that appears on the Dow Jones Markets (Telerate) page 3750 (or such other comparable page as may, in the opinion of Agent, replace such page for the purpose of displaying such rate) with maturities comparable to such Interest Period as of approximately 11:00 a.m. (London time) two Business Days before the first day of such Interest Period or (B) if such rate is not available at such time for any reason, the arithmetic average (rounded upward to the nearest 1/16 of one percent) of the offered quotations, if any, to first class banks in the London interbank market by Citibank for Dollar deposits of amounts in same day funds comparable to the principal amount of CUSA's Eurodollar Rate Advance for which the Adjusted Eurodollar Rate is then being determined with maturities comparable to such Interest Peri od as of approximately 11:00 A.M. (London time) two Business Days before the first day of such Interest Period by (ii) a percentage equal to 100% minus the Eurodollar Rate Reserve Percentage.
		"Advance" means an A Advance or a B Advance.
		"Affiliate" means, as to any Person, any other Person that, directly or indirectly,
	controls, is controlled by or is under common control with such Person or is a director or executive officer (as such term is used in Regulation S-K promulgated under the Securities Act of 1933, as amended) of such Person.
		"Agreement" means this Second Amended and Restated Credit Agreement, as this
	Second Amended and Restated Credit Agreement may be amended, supplemented or otherwise modified from time to time.
		"Applicable Lending Office" means, with respect to each Lender, such Lender's
	Domestic Lending Office in the case of a Base Rate Advance, and such Lender's Eurodollar Lending Office in the case of a Eurodollar Rate Advance and, in the case of a B Advance, the office of such Lender notified by such Lender to the Agent as its Applicable Lending Office with respect to such B Advance.
		"Applicable Margin" means, for any period for which any interest payment is to
	be made with respect to any Eurodollar Rate Advance, the interest rate per annum derived by dividing (i) the sum of the Daily Margins for each of the days included in such period by (ii) the number of days included in such period.
		"Assignment and Acceptance" means an assignment and acceptance entered into
	by a Lender and an Eligible Assignee, and accepted by the Agent, in substantially the form of Exhibit B hereto.
		"B Advance" means an advance by a Lender to the Borrower as part of a B
	Borrowing resulting from the auction bidding procedure described in Section 2.03.
		"B Borrowing" means a borrowing consisting of B Advances made on the same
	day to the Borrower pursuant to the same Notice of B Borrowing by each of the Lenders whose offer to make one or more B Advances as part of such borrowing has been accepted by the Borrower under the auction bidding procedure described in Section 2.03.
		"B Reduction" has the meaning specified in Section 2.01.
		"Base Rate" means, for any period, a fluctuating interest rate per annum as shall
	be in effect from time to time which rate per annum shall at all times be equal to the highest of:
			(a)     the rate of interest announced publicly by Citibank in New
		York, New York, from time to time, as Citibank's base rate;
			(b)     the sum of (A) 1/2 of one percent per annum plus (B) the
		rate obtained by dividing (x) the latest three-week moving average of secondary market morning offering rates in the United States for three-month certificates of deposit of major United States money market banks (such three-week moving average being determined weekly by Citibank on the basis of such rates reported by certificate of deposit dealers to and published by the Federal Reserve Bank of New York or, if such publication shall be suspended or terminated, on the basis of quotations for such rates received by Citibank, in either case adjusted to the nearest 1/4 of one percent or, if there is no nearest 1/4 of one percent, to the next higher 1/4 of one percent), by (y) a percentage equal to 100% minus the average of the daily percentages specified during such three-week period by the Board of Governors of the Federal Reserve System for determining the maximum reserve requirement (including, but not limited to, any marginal reserve requirements for Citibank in respect of liabilities consistin g of or including (among other liabilities) three-month nonpersonal time deposits of at least $100,000), plus (C) the average during such three-week period of the daily net annual assessment rates estimated by Citibank for determining the current annual assessment payable by Citibank to the Federal Deposit Insurance Corporation for insuring three-month deposits in the United States; or
			(c)     1/2 of one percent per annum above the Federal Funds
		Rate.
		"Base Rate Advance" means an A Advance which bears interest as provided in
	Section 2.07(a).
		"Borrower" means Computer Sciences Corporation, a Nevada corporation.
		"Borrowing" means an A Borrowing or a B Borrowing.
		"Business Day" means a day of the year on which banks are not required or
	authorized to close in New York City and, if the applicable Business Day relates to any Eurodollar Rate Advances, on which dealings are carried on in the London interbank market.
		"Capital Lease" means, with respect to any Person, any lease of any property by
	that Person as lessee which would, in conformity with GAAP, be required to be accounted for as a capital lease on the balance sheet of that Person.
		"Citibank" means Citibank, N.A.
		"Code" means the Internal Revenue Code of 1986, as amended.
		"Commercial Paper" means commercial paper issued by the Borrower from time
	to time.
		"Commitment" has the meaning specified in Section 2.01.
		"Commitment Termination Date" means, with respect to any Lender,
	August 20, 2004, or such later date to which the Commitment Termination Date of such Lender may be extended from time to time pursuant to Section 2.16 (or if any such date is not a Business Day, the next preceding Business Day).
		"Consolidated EBITDA" means, for any period (i) the sum of (A) net income,
	plus (B) taxes on income, plus (C) net interest expense, plus (D) depreciation expense, plus (E) amortization expense of goodwill, financing costs and other intangibles, plus (F) extraordinary losses, plus (G) other non-cash charges to the extent deducted from net income, minus extraordinary gains.
		"Consolidated Total Capitalization" means, as of any date of determination,
	the sum of (a) consolidated stockholders' equity of the Borrower and its Subsidiaries determined in accordance with GAAP, (b) Consolidated Total Debt and (c) Equity-linked Debt.
		"Consolidated Total Debt" means, as of any date of determination, all Debt
	(excluding Equity-linked Debt) of the Borrower and its Subsidiaries on a consolidated basis.
		"Convert," "Conversion" and "Converted" each refers to a conversion of A
	Advances of one Type into A Advances of another Type pursuant to Section 2.09.
		"Daily Margin" means, for any date of determination, the interest rate per annum
	set forth in the table below that corresponds to (i) the Level applicable to such date of determination and (ii) the Utilization Ratio applicable to such date of determination:

	Daily Margin when Utilization Ratio is equal to or less than 0.35:1.00	Daily Margin when Utilization Ratio is greater than 0.35:1.00 but less than or equal to 0.65:1.00	Daily Margin when Utilization Ratio is greater than 0.65:1.00
Level 1	0.125%	0.175%	0.30%
Level 2	0.15%	0.20%	0.325%
Level 3	0.225%	0.325%	0.575%
Level 4	0.30%	0.40%	0.65%

For purposes of this definition, (a) "Utilization Ratio" means, as of any date

of determination, the ratio of (1) the aggregate outstanding principal amount of all Advances as of such date to (2) the aggregate amount of all Commitments in effect as of such date (whether used or unused and without giving effect to any B Reduction), (b) if any change in the Rating established by S&P or Moody's shall result in a change in the Level, the change in the Daily Margin shall be effective as of the date on which such rating change is publicly announced (in the case of a public rating) or is disclosed to the Borrower (in the case of a private rating), (c) if Ratings are unavailable from both S&P and Moody's for any reason for any day, then the applicable Level for such day shall be deemed to be Level 4 (or, if the Majority Lenders consent in writing, such other Level as may be reasonably determined by the Majority Lenders from a rating with respect to Long-Term Debt of the Borrower for such day established by another rating agency reasonably acceptable to the Majority Lenders) and (d) if a Rating is not available from S&P or Moody's (but not both) for any reason for any day, then the applicable Level

	"Debt" means, with respect to any Person, (i) indebtedness of such Person for
borrowed money, (ii) obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (iii) obligations of such Person to pay the deferred purchase price of property or services, excluding trade payables or accrued expenses arising in the ordinary course of business, (iv) obligations of such Person as lessee under Capital Leases, and (v) obligations of such Person under direct or indirect guaranties in respect of, and obligations of such Person (contingent or otherwise) to purchase or otherwise acquire, or otherwise to assure a creditor against loss in respect of, indebtedness or obligations of others of the kinds referred to in clauses (i) through (iv) above; provided that "Debt" shall not include borrowings against the cash surrender value of life insurance policies covering employees of the Borrower or its Affiliates and owned by the Borrower so long as (x) recourse for such borrowings is limited to such policies and the proceeds thereof and (y) any value assigned to such policies on the consolidated financial statements of the Borrower and its Subsidiaries is net of the amount of such borrowings.
	"Domestic Lending Office" means, with respect to any Lender, the office of such
Lender specified as its "Domestic Lending Office" opposite its name on Schedule I hereto or in the Assignment and Acceptance pursuant to which it became a Lender, or such other office of such Lender as such Lender may from time to time specify to the Borrower and the Agent.
	"Eligible Assignee" means any financial institution or entity engaged in the
business of extending revolving credit approved in writing by the Borrower and the Agent as an Eligible Assignee for purposes of this Agreement, provided that the Borrower's and the Agent's approval shall not be unreasonably withheld, and provided further that no such approval shall be required in the case of an assignment by a Bank to an Affiliate of such Bank.
	"Environmental Law" means any and all statutes, laws, regulations,
ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or other governmental restrictions of any federal, state or local governmental authority within the United States or any State or territory thereof and which relate to the environment or the release of any materials into the environment.
	"Equity-linked Debt" means Debt that is required to be converted at,
or prior to, maturity into equity securities of the Borrower.
	"ERISA" means the Employee Retirement Income Security Act of 1974,
as amended from time to time, and the regulations promulgated and rulings issued thereunder.
	"ERISA Affiliate" means any Person who for purposes of Title IV
of ERISA is a member of the Borrower's controlled group, or under common control with the Borrower, within the meaning of Section 414 of the Code and the regulations promulgated and rulings issued thereunder.
	"ERISA Event" means (i) the occurrence of a reportable event, within the
meaning of Section 4043 of ERISA, unless the 30-day notice requirement with respect thereto has been waived by the PBGC; (ii) the provision by the administrator of any Pension Plan of a notice of intent to terminate such Pension Plan pursuant to Section 4041(a)(2) of ERISA (including any such notice with respect to a plan amendment referred to in Section 4041(e) of ERISA); (iii) the cessation of operations at a facility in the circumstances described in Section 4062(e) of ERISA; (iv) the withdrawal by the Borrower or an ERISA Affiliate from a Multiple Employer Plan during a plan year for which it was a substantial employer, as defined in Section 4001(a)(2) of ERISA; (v) the failure by the Borrower or any ERISA Affiliate to make a payment to a Pension Plan required under Section 302(f)(1) of ERISA, which Section imposes a lien for failure to make required payments; (vi) the adoption of an amendment to a Pension Plan requiring the provision of security to such Pension Plan, pursuant to Section 307 of ERISA; or (vii) the institution by the PBGC of proceedings to terminate a Pension Plan, pursuant to Section 4042 of ERISA, or the occurrence of any event or condition which, in the reasonable judgment of the Borrower, might constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, a Pension Plan.
	"Eurocurrency Liabilities" has the meaning assigned to that term in
Regulation D of the Board of Governors of the Federal Reserve System, as in effect from time to time.
	"Eurodollar Lending Office" means, with respect to any Lender, the office
of such Lender specified as its "Eurodollar Lending Office" opposite its name on Schedule I hereto or in the Assignment and Acceptance pursuant to which it became a Lender (or, if no such office is specified, its Domestic Lending Office), or such other office of such Lender as such Lender may from time to time specify to the Borrower and the Agent.
	"Eurodollar Rate Advance" means an A Advance which bears interest as
provided in Section 2.07(b).
	"Eurodollar Rate Reserve Percentage" of any Lender for any Interest Period
for any Eurodollar Rate Advance means the reserve percentage applicable during such Interest Period (or if more than one such percentage shall be so applicable, the daily average of such percentages for those days in such Interest Period during which any such percentage shall be so applicable) under regulations issued from time to time by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirements (including, without limitation, any emergency, supplemental or other marginal reserve requirement) for such Lender with respect to liabilities or assets consisting of or including Eurocurrency Liabilities having a term equal to such Interest Period.
	"Events of Default" has the meaning specified in Section 6.01.
	"Existing Amended and Restated Credit Agreement" means the Amended
and Restated Credit Agreement dated as of August 18, 2000, among the Partnership, the Borrower, the lenders party thereto and CUSA, as agent for such lenders, as amended.

"Federal Funds Rate" means, for any period, a fluctuating interest rate per

annum equal for each day during such period to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by the Agent from three Federal funds brokers of recognized standing selected by it.

	"GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as may be approved by a significant segment of the accounting profession, which are applicable to the circumstances as of the date of determination.
	"Granting Lender" has the meaning specified in Section 2.19.

	"Insufficiency" means, with respect to any Pension Plan, the amount, if any,
of its unfunded benefit liabilities, as defined in Section 4001(a)(18) of ERISA.
	"Interest Period" means, for each Eurodollar Rate Advance comprising
part of the same A Borrowing, the period commencing on the date of such Eurodollar Rate Advance, or on the date of continuation of such Advance as a Eurodollar Rate Advance upon expiration of successive Interest Periods applicable thereto, or on the date of Conversion of a Base Rate Advance into a Eurodollar Rate Advance, and ending on the last day of the period selected by the Borrower pursuant to the provisions below. The duration of each such Interest Period shall be one, two, three or six months, as the Borrower may select in the Notice of Borrowing or the Notice of Conversion/Continuation for such Advance; provided, however, that:

	(i)     the Borrower may not select any Interest Period which ends after
the earliest Commitment Termination Date of any Lender then in effect;
	(ii)     Interest Periods commencing on the same date for A Advances
comprising part of the same A Borrowing shall be of the same duration; and
	(iii)     whenever the last day of any Interest Period would otherwise
occur on a day other than a Business Day, the last day of such Interest Period shall be extended to occur on the next succeeding Business Day, provided, that if such extension would cause the last day of such Interest Period to occur in the next following calendar month, the last day of such Interest Period shall occur on the next preceding Business Day.

	"Lenders" means the Banks listed on Schedule III hereof and each Eligible
Assignee that shall become a party hereto pursuant to Section 8.07.
	"Level" means Level 1, Level 2, Level 3 or Level 4, as the case may be.
	"Level 1" means that, as of any date of determination, the higher of the
Ratings is equal to or better than A+ or A1, as applicable, as of such date of determination.
	"Level 2" means that, as of any date of determination, the higher of the
Ratings is equal to A or A2, as applicable, as of such date of determination.
	"Level 3" means that, as of any date of determination, the higher of the
Ratings is equal to A- or A3, as applicable, as of such date of determination.
	"Level 4" means that, as of any date of determination, the higher of the
Ratings is equal to or lower than BBB+ or Baa1, as applicable, as of such date of determination, or the only Rating is a private rating and the Borrower will not authorize the applicable rating agency to make such Rating available to the Agent and the Lenders.
	"Lien" means any lien, mortgage, pledge, security interest, charge or
encumbrance of any kind (including any conditional sale or other title retention agreement and any lease in the nature thereof).
	"Long-Term Debt" means senior, unsecured, long-term debt securities of the
Borrower.

	"Majority Lenders" means at any time Lenders holding greater than 50%
of the then aggregate unpaid principal amount of the A Advances held by Lenders, or, if no such principal amount is then outstanding, Lenders having greater than 50% of the Commitments (provided that, for purposes hereof, neither the Borrower, nor any of its Affiliates, if a Lender, shall be included in (i) the Lenders holding such amount of the A Advances or having such amount of the Commitments or (ii) determining the aggregate unpaid principal amount of the A Advances or the total Commitments).
	"Moody's" means Moody's Investors Service, Inc.
	"Multiemployer Plan" means a "multiemployer plan" as defined in
Section 4001(a)(3) of ERISA to which the Borrower or any ERISA Affiliate of the Borrower is making, or is obligated to make, contributions or has within any of the preceding six plan years been obligated to make or accrue contributions.
	"Multiple Employer Plan" means a single employer plan, as defined in
Section 4001(a)(15) of ERISA, which (i) is maintained for employees of the Borrower or an ERISA Affiliate and at least one Person other than the Borrower and its ERISA Affiliates or (ii) was so maintained and in respect of which the Borrower or an ERISA Affiliate could have liability under Section 4063, 4064 or 4069 of ERISA in the event such plan has been or were to be terminated.

	"Non-Hostile Acquisition" means an acquisition (whether by purchase of capital
stock or assets, merger or otherwise) which has been approved by resolutions of the Board of Directors of the Person being acquired or by similar action if the Person is not a corporation and as to which such approval has not been withdrawn.
	"Notice of A Borrowing" has the meaning specified in Section 2.02(a).
	"Notice of a B Borrowing" has the meaning specified in Section 2.03(a).
	"Notice of Borrowing" means the Notice of A Borrowing or the Notice of B
Borrowing or both, as the context may require.
	"Notice of Conversion/Continuation" has the meaning specified in Section 2.09.

	"PBGC" means the U.S. Pension Benefit Guaranty Corporation.
	"Pension Plan" means a Single Employer Plan or a Multiple Employer Plan
or both.
	"Person" means an individual, partnership, corporation, business trust, joint
stock company, trust, unincorporated association, joint venture or other entity, or a government or any political subdivision or agency thereof.
	"Potential Event of Default" means a condition or event which, after notice
or lapse of time or both, would constitute an Event of Default if that condition or event were not cured or removed within any applicable grace or cure period.

	"Rating" means a public or private rating established by S&P or Moody's
with respect to the Long-Term Debt or, if there is no Long-Term Debt outstanding, a private rating established by S&P or Moody's.
	"Register" has the meaning specified in Section 8.07(c).

	"S&P" means Standard & Poor's Ratings Group.
	"SEC" means the Securities and Exchange Commission and any successor
agency.
	"Second Amended and Restated Effective Date" means August 16, 2001,
so long as the conditions precedent set forth in Section 3.01 have been satisfied.
	"Significant Subsidiary" means, at any time, any Subsidiary of the Borrower
which accounts for more than 5% of consolidated total assets or 5% of consolidated revenue of the Borrower and its Subsidiaries determined in accordance with GAAP.
	"Single Employer Plan" means a single employer plan, as defined in Section
4001(a)(15) of ERISA, which (i) is maintained for employees of the Borrower or any ERISA Affiliate and no Person other than the Borrower and its ERISA Affiliates or (ii) was so maintained and in respect of which the Borrower or an ERISA Affiliate could have liability under Section 4062 or 4069 of ERISA in the event such plan has been or were to be terminated.
	"SPC" has the meaning specified in Section 2.19.
	"Subsidiary" of any Person means any corporation, association, partnership
or other business entity of which at least 50% of the total voting power of shares of stock or other securities entitled to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof.

	"Termination Date" means, with respect to any Lender, the earlier of (i) the
Commitment Termination Date of such Lender and (ii) the date of termination in whole of the Commitments of all Lenders pursuant to Section 2.05 or 6.01.
	"Type" means, with reference to an A Advance, a Base Rate Advance or a
Eurodollar Rate Advance.
	"Withdrawal Liability" has the meaning given such term under Part I
of Subtitle E of Title IV of ERISA.

	Section 1.02     Computation of Time Periods. In this Agreement in the
computation of periods of time from a specified date to a later specified date, the word "from" means "from and including" and the words "to" and "until" each means "to but excluding".
	Section 1.03     Accounting Terms. All accounting terms not specifically
defined herein shall be construed in accordance with GAAP consistent with those applied in the preparation of the financial statements referred to in Section 4.01(e). All computations determining compliance with financial covenants or terms, including definitions used therein, shall be prepared in accordance with generally accepted accounting principles in effect at the time of the preparation of, and in conformity with those used to prepare, the historical financial statements delivered to the Lenders pursuant to Section 4.01(e). If at any time the computations for determining compliance with financial covenants or provisions relating thereto utilize generally accepted accounting principles different than those then being utilized in the financial statements being delivered to the Lenders, such financial statements shall be accompanied by a reconciliation statement.

ARTICLE II
AMOUNTS AND TERMS OF THE ADVANCES

		Section 2.01     The A Advances. Each Lender severally agrees, on the terms
and conditions hereinafter set forth, to make A Advances to the Borrower from time to time on any Business Day during the period from the Second Amended and Restated Effective Date until the Termination Date of such Lender in an aggregate amount not to exceed at any time outstanding the amount set opposite such Lender's name on Schedule III hereto or, if such Lender has entered into any Assignment and Acceptance, set forth for such Lender in the Register maintained by the Agent pursuant to Section 8.07(c), as such amount may be reduced pursuant to Section 2.05 (such Lender's "Commitment"), provided that the aggregate amount of the Commitments of the Lenders shall be deemed used from time to time to the extent of the aggregate amount of the B Advances then outstanding and at any time of determination, such deemed use of the aggregate amount of the Commitments shall be applied to the Lenders ratably according to their respective Commitments in effect at such time of determination (such deemed use of the aggregate amount of the Commitments being a "B Reduction"). Each A Borrowing shall be in an aggregate amount not less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof and shall consist of A Advances of the same Type made on the same day to the Borrower by the Lenders ratably according to their respective Commitments. Within the limits of each Lender's Commitment, the Borrower may from time to time borrow, until the Commitment Termination Date, prepay pursuant to Section 2.06(c) and reborrow under this Section 2.01.
		Section 2.02     Making the A Advances.
		(a)     Each A Borrowing shall be made on notice by the Borrower, given not
later than (x) 10:00 A.M. (New York City time) on the date of a proposed A Borrowing consisting of Base Rate Advances and (y) 12:00 noon (New York City time) on the third Business Day prior to the date of a proposed A Borrowing consisting of Eurodollar Rate Advances, which shall give to each Lender prompt notice thereof by telecopier, mail or delivery. Each such notice of an A Borrowing (a "Notice of A Borrowing") shall be by telecopier, mail or delivery, confirmed immediately in writing, in substantially the form of Exhibit A-1 hereto, specifying therein the requested (i) date of such A Borrowing, (ii) Type of A Advances comprising such A Borrowing, (iii) aggregate amount of such A Borrowing, and (iv) in the case of an A Borrowing comprised of Eurodollar Rate Advances, the initial Interest Period for each such A Advance. The Borrower may, subject to the conditions herein provided, borrow more than one A Borrowing on any Business Day. Each Lender shall, before 1:00 P.M. (New York City time) in the case of a Borrowing consisting of Base Rate Advances and before 11:00 A.M. (New York City time) in the case of a Borrowing consisting of Eurodollar Rate Advances, in each case on the date of such A Borrowing, make available for the account of its Applicable Lending Office to the Agent at its address referred to in Section 8.02, in same day funds, such Lender's ratable portion of such A Borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower at the Agent's aforesaid address.
		(b)     Anything in subsection (a) above to the contrary notwithstanding,
			(i)     the Borrower may not select Eurodollar Rate Advances for any A
	Borrowing or with respect to the Conversion or continuance of any A Borrowing if the aggregate amount of such A Borrowing or such Conversion or continuance is less than $5,000,000;
			(ii)     there shall be no more than five Interest Periods relating to
	Eurodollar Rate Advances outstanding at any time;
			(iii)   if any Lender shall notify the Agent that the introduction of or any
	change in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other governmental authority asserts that it is unlawful, for such Lender or its Eurodollar Lending Office to perform its obligations hereunder to make Eurodollar Rate Advances or to fund or maintain Eurodollar Rate Advances hereunder, the Commitment of such Lender to make Eurodollar Rate Advances or to Convert all or any portion of Base Rate Advances shall forthwith be suspended until the Agent shall notify the Borrower that such Lender has determined that the circumstances causing such suspension no longer exist and such Lender's then outstanding Eurodollar Rate Advances, if any, shall be Base Rate Advances; to the extent that such affected Eurodollar Rate Advances become Base Rate Advances, all payments of principal that would have been otherwise applied to such Eurodollar Rate Advances shall be applied instead to such Lender's Base Rate Advances; provided that if Majority Lenders are subje ct to the same illegality or assertion of illegality, then the right of the Borrower to select Eurodollar Rate Advances for such A Borrowing or any subsequent A Borrowing or to Convert all or any portion of Base Rate Advances shall forthwith be suspended until the Agent shall notify the Borrower that the circumstances causing such suspension no longer exist, and each A Advance comprising such A Borrowing shall be a Base Rate Advance;
			(iv)     if the Majority Lenders shall, at least one Business Day before the
	date of any requested A Borrowing, notify the Agent that the Adjusted Eurodollar Rate for Eurodollar Rate Advances comprising such A Borrowing will not adequately reflect the cost to such Majority Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such A Borrowing, the right of the Borrower to select Eurodollar Rate Advances for such A Borrowing or any subsequent A Borrowing shall be suspended until the Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each A Advance comprising such A Borrowing shall be made as a Base Rate Advance.
		(c)     Each Notice of A Borrowing shall be irrevocable and binding on the
Borrower requesting the proposed A Borrowing. In the case of any A Borrowing which the related Notice of A Borrowing specifies is to be comprised of Eurodollar Rate Advances, the Borrower requesting the proposed A Borrowing shall indemnify each Lender against any loss, cost or expense incurred by such Lender by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the A Advance to be made by such Lender as part of such A Borrowing or by reason of the termination of hedging or other similar arrangements, in each case when such A Advance is not made on such date, including without limitation, as a result of any failure to fulfill on or before the date specified in such Notice of A Borrowing for such A Borrowing the applicable conditions set forth in Article III.
		(d)     Unless the Agent shall have received notice from a Lender prior to the
date of any A Borrowing that such Lender will not make available to the Agent such Lender's ratable portion of such A Borrowing, the Agent may assume that such Lender has made such portion available to the Agent on the date of such A Borrowing in accordance with subsection (a) of this Section 2.02 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Agent, such Lender and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to A Advances comprising such A Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the A gent such corresponding amount, such amount so repaid shall constitute such Lender's A Advance as part of such A Borrowing for purposes of this Agreement.
		(e)     The failure of any Lender to make the A Advance to be made by it as part
of any A Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its A Advance on the date of such A Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the A Advance to be made by such other Lender on the date of any A Borrowing.

		Section 2.03     The B Advances. (a) Each Lender severally agrees that the
Borrower may make B Borrowings under this Section 2.03 from time to time on any Business Day during the period from the date hereof until the date occurring 30 days prior to the latest Commitment Termination Date of any Lender then in effect in the manner set forth below; provided that, (i) following the making of each B Borrowing, (1) the aggregate amount of the Advances then outstanding to the Borrower shall not exceed the aggregate amount of the Commitments of the Lenders then in effect (computed without regard to any B Reduction), and (2) the aggregate amount of the B Advances scheduled to be outstanding to the Borrower at any time through the maturity of such B Advances shall not exceed the aggregate amount of the Commitments of the Lenders scheduled to be in effect at such time (computed without regard to any B Reduction), and (ii) no Lender may make a B Advance if the maturity date of such B Advance occurs after the Commitment Termination Date of such Lender.
			(i)     The Borrower may request a B Borrowing under this Section 2.03
	by delivering to the Agent, by telecopier or delivery, confirmed immediately in writing, a notice of a B Borrowing (a "Notice of B Borrowing"), in substantially the form of Exhibit A-2 hereto, specifying the date and aggregate amount of the proposed B Borrowing, the maturity date for repayment of each B Advance to be made as part of such B Borrowing (which maturity date (x) in the case of a fixed rate B Borrowing may not be earlier than the date occurring 14 days after the date of such B Borrowing or later than the date occurring 180 days after the date of such B Borrowing, and (y) in the case of any other B Borrowing may not be earlier than the date occurring 30 days after the date of such B Borrowing or later than the date occurring 180 days after the date of such B Borrowing), the interest payment date or dates relating thereto, and any other terms to be applicable to such B Borrowing, not later than 11:00 A.M. (New York City time) (A) at least one Business Day prior to the date of the p roposed B Borrowing, if the Borrower shall specify in the Notice of B Borrowing that the rates of interest to be offered by the Lenders shall be fixed rates per annum and (B) at least four Business Days prior to the date of the proposed B Borrowing, if the Borrower shall instead specify in the Notice of B Borrowing the basis to be used by the Lenders in determining the rates of interest to be offered by them. The Borrower may not select a maturity date for any B Borrowing which ends after the latest Commitment Termination Date of any Lender then in effect. The Agent shall in turn promptly notify each Lender of each request for a B Borrowing received by it from the Borrower by sending such Lender a copy of the related Notice of B Borrowing.
			(ii)     Each Lender may, if, in its sole discretion, it elects to do so,
	irrevocably offer to make one or more B Advances to the Borrower as part of such proposed B Borrowing at a rate or rates of interest specified by such Lender in its sole discretion, by notifying the Agent (which shall give prompt notice thereof to the Borrower), before 11:00 A.M. (New York City time) (A) on the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above and (B) three Business Days before the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (B) of paragraph (i) above, of the minimum amount and maximum amount of each B Advance which such Lender would be willing to make as part of such proposed B Borrowing (which amounts may, subject to the proviso to the first sentence of this Section 2.03(a), exceed such Lender's Commitment), the rate or rates of interest therefor and such Lender's Applicable Lending Office with respect to such B Advance; provided tha t if the Agent in its capacity as a Lender shall, in its sole discretion, elect to make any such offer, it shall notify the Borrower of such offer before 10:00 A.M. (New York City time) on the date on which notice of such election is to be given to the Agent by the other Lenders. If any Lender shall elect not to make such an offer, such Lender shall so notify the Agent, before 10:00 A.M. (New York City time) on the date on which notice of such election is to be given to the Agent by the other Lenders, and such Lender shall not be obligated to, and shall not, make any B Advance as part of such B Borrowing; provided that the failure by any Lender to give such notice shall not cause such Lender to be obligated to make any B Advance as part of such proposed B Borrowing.
			(iii)   The Borrower shall, in turn, (A) before 12:00 noon (New York
	City time) on the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above and (B) before 1:00 P.M. (New York City time) three Business Days before the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (B) of paragraph (i) above, either
				(x)     cancel such B Borrowing by giving the Agent notice to that effect,
		or
				(y)     accept one or more of the offers made by any Lender or Lenders
		pursuant to paragraph (ii) above (which acceptance shall be irrevocable) in its sole discretion, by giving notice to the Agent of the amount of each B Advance (which amount shall be equal to or greater than the minimum amount, and equal to or less than the maximum amount, notified to the Borrower by the Agent on behalf of such Lender for such B Advance pursuant to paragraph (ii) above) to be made by each Lender as part of such B Borrowing (provided that the aggregate amount of such B Borrowing shall not exceed the amount specified on the Notice of B Borrowing delivered by the Borrower pursuant to paragraph (i) above), and reject any remaining offers made by Lenders pursuant to paragraph (ii) above by giving the Agent notice to that effect; provided that acceptance of offers may only be made on the basis of ascending rates for B Borrowings of the same type and duration for up to the maximum amounts offered by Lenders; and provided further that if offers are made by two or more Lenders for the same type of B Borrowing for the same duration and with the same rate of interest, in an aggregate amount which is greater than the amount requested, such offers shall be accepted on a pro rata basis based on the maximum amounts offered by such Lenders at such rate of interest.
			(iv)   If the Borrower notifies the Agent that such B Borrowing is
	cancelled pursuant to paragraph (iii)(x) above or if the Borrower rejects any offers made by Lenders pursuant to paragraph (iii)(y) above, the Agent shall give prompt notice thereof to the Lenders or affected Lenders, as the case may be, and in the case of a cancellation, such B Borrowing shall not be made.
			(v)     If the Borrower accepts one or more of the offers made by any
	Lender or Lenders pursuant to paragraph (iii)(y) above, the Agent shall in turn promptly notify (A) each Lender that has made an offer as described in paragraph (ii) above, of the date and aggregate amount of such B Borrowing and whether or not any offer or offers made by such Lender pursuant to paragraph (ii) above have been accepted by the Borrower, (B) each Lender that is to make a B Advance as part of such B Borrowing, of the amount of each B Advance to be made by such Lender as part of such B Borrowing, and (C) each Lender that is to make a B Advance as part of such B Borrowing, upon receipt, that the Agent has received forms of documents appearing to fulfill the applicable conditions set forth in Article III. Each Lender that is to make a B Advance as part of such B Borrowing shall, before 1:00 P.M. (New York City time) on the date of such B Borrowing specified in the notice received from the Agent pursuant to clause (A) of the preceding sentence or any later time when such Lender sha ll have received notice from the Agent pursuant to clause (C) of the preceding sentence, make available for the account of its Applicable Lending Office to the Agent at its address referred to in Section 8.02 such Lender's portion of such B Borrowing, in same day funds. Upon fulfillment of the applicable conditions set forth in Article III and after receipt by the Agent of such funds, the Agent will make such funds available to the Borrower at the Agent's aforesaid address. Promptly after each B Borrowing, the Agent will notify each Lender of the amount of the B Borrowing, the consequent B Reduction and the dates upon which such B Reduction commenced and will terminate.
			(vi)     The Borrower agrees to pay to the Agent for the Agent's account
	an auction fee in an amount agreed to in a separate letter agreement between the Borrower and the Agent for each Notice of B Borrowing delivered by the Borrower to the Agent pursuant to this Section 2.03(a), whether or not a B Borrowing is made pursuant thereto.
		(b)     Each B Borrowing shall be in an aggregate amount not less than
$5,000,000 or an integral multiple of $1,000,000 in excess thereof and, following the making of each B Borrowing, the Borrower and each Lender shall be in compliance with the limitations set forth in the proviso to the first sentence of subsection (a) above.
		(c)     Within the limits and on the conditions set forth in this Section 2.03, the
Borrower may from time to time borrow under this Section 2.03, repay or prepay pursuant to subsection (d) below, and reborrow under this Section 2.03, and more than one B Borrowing may be made on a Business Day; provided that, except for B Borrowings made on the same Business Day, a B Borrowing shall not be made within three Business Days of the date of any other B Borrowing.
		(d)     The Borrower shall repay to the Agent for the account of each Lender
which has made a B Advance to the Borrower, on the maturity date of each B Advance made to the Borrower (such maturity date being that specified by the Borrower for repayment of such B Advance in the related Notice of B Borrowing delivered pursuant to subsection (a)(i) above), the then unpaid principal amount of such B Advance. The Borrower shall not have any right to prepay any principal amount of any B Advance unless, and then only on the terms, specified by the Borrower for such B Advance in the related Notice of B Borrowing delivered pursuant to subsection (a)(i) above.
		(e)     The Borrower shall pay interest on the unpaid principal amount of each B
Advance made to the Borrower from the date of such B Advance to the date the principal amount of such B Advance is repaid in full, at the rate of interest for such B Advance specified by the Lender making such B Advance in its notice with respect thereto delivered pursuant to subsection (a)(ii) above, payable on the interest payment date or dates specified by the Borrower for such B Advance in the related Notice of B Borrowing delivered pursuant to subsection (a)(i) above; provided that any principal amount of any B Advance which is not paid when due (whether at stated maturity, by acceleration or otherwise) shall bear interest from the date on which such amount is due until such amount is paid in full, payable on demand, at a rate per annum equal at all times to (A) until the stated maturity date of such B Advance, the greater of (x) 2% per annum above the Base Rate in effect from time to time and (y) 2% above the stated rate per annum of such B Advance, and (B) after the state d maturity of such B Advance, 2% per annum above the Base Rate in effect from time to time.

	Section 2.04     Fees
	(a)     Facility Fees. The Borrower agrees to pay to the Agent for the account
of each Lender a facility fee on the amount of such Lender's Commitment (or if no Commitment is in effect, Advances), whether used or unused and without giving effect to any B Reduction, from the date hereof in the case of each Bank and from the effective date specified in the Assignment and Acceptance pursuant to which it became a Lender in the case of each other Lender until the Termination Date of such Lender, payable in arrears on the last day of each March, June, September and December during the term of such Lender's Commitment, commencing September 30, 2001, and on the Termination Date of such Lender, in an amount equal to the product of (i) the average daily amount of such Lender's Commitment (whether used or unused and without giving effect to any B Reduction) in effect during the period for which such payment that is to be made times (ii) the weighted average rate per annum that is derived from the following rates: (a) a rate of 0.07% per annum with respect to each day during such peri od that the higher of the Ratings was Level 1, (b) a rate of 0.10% per annum with respect to each day during such period that the higher of such Ratings was Level 2, (c) a rate of 0.125% per annum with respect to each day during such period that the higher of such Ratings was Level 3 and (d) a rate of 0.15% per annum with respect to each day during such period that the higher of such Ratings was Level 4. If any change in the Rating shall result in a change in the Level, the change in the facility fee shall be effective as of the date on which such rating change is publicly announced (in the case of a public rating) or is disclosed to the Borrower (in the case of a private rating). If Ratings are unavailable from both S&P or Moody's for any reason for any day, then the applicable Level for purposes of calculating the facility fee for such day shall be deemed to be Level 4 (or, if the Majority Lenders consent in writing, such other Level as may be reasonably determined by the Majority Lender s from a rating with respect to Long-Term Debt or the Borrower for such day established by another rating agency reasonably acceptable to the Majority Lenders). If no Rating is available from S&P or Moody's (but not both) for any reason for any day, then the applicable Level shall be set by reference to the Rating of S&P or Moody's that is available for such day.
	(b)     Agents' Fees. The Borrower agrees to pay to the Agent the fees payable
pursuant to the fee letter dated as of June 20, 2001 between the Borrower and CUSA, in the amounts and at the times specified in such letter.

	Section 2.05     Termination and Reduction of the Commitments.
	(a)     Mandatory Termination. In the event that a mandatory prepayment in full
of the A Advances is required by Section 2.06(b), the Commitments of the Lenders shall immediately terminate.
	(b)     Optional Reductions. The Borrower shall have the right, upon at least four
Business Days' notice to the Agent by the Borrower, to terminate in whole or reduce ratably in part the unused portions of the respective Commitments of the Lenders, provided that the aggregate amount of the Commitments of the Lenders shall not be reduced to an amount which is less than the aggregate principal amount of the Advances then outstanding, and provided, further, that each partial reduction shall be in the aggregate amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof.

	Section 2.06     Repayment and Prepayment of A Advances.
	(a)     Mandatory Repayment on Termination Date. The Borrower shall repay
the outstanding principal amount of each A Advance made by each Lender to the Borrower on the Termination Date of such Lender.
	(b)     Mandatory Prepayment Due to Reductions of Commitments. The
Borrower shall from time to time prepay the A Advances made to the Borrower to the extent necessary so that the sum of the aggregate principal amount of the Advances then outstanding does not exceed the aggregate amount of the Commitments of the Lenders then in effect (computed without regard to any B Reduction).
	(c)     Voluntary Prepayments of A Borrowings. The Borrower shall not have
any right to prepay any principal amount of any A Advances other than as provided in this subsection (c). The Borrower may, upon at least one Business Day's notice to the Agent in the case of Base Rate Advances and at least three Business Days' notice to the Agent in the case of Eurodollar Rate Advances stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given the Borrower shall, prepay the outstanding principal amounts of the Advances made to the Borrower comprising part of the same A Borrowing in whole or ratably in part; provided, however, that (x) each partial prepayment shall be in an aggregate principal amount not less than $5,000,000 and integral multiples of $1,000,000 in excess thereof and (y) in the case of any such prepayment of any Eurodollar Rate Advance, the Borrower shall pay all accrued interest to the date of such prepayment on the portion of such Eurodollar Rate Advance being prepaid and shall be obligated to reimburse the Lenders in respect thereof pursuant to Section 8.04(b).

	Section 2.07     Interest on A Advances. The Borrower shall pay interest
accrued on the principal amount of each A Advance that was made to the Borrower outstanding from time to time from the date of such A Advance until such principal amount shall be paid in full, at the following rates per annum:
	(a)     Base Rate Advances. If such A Advance is a Base Rate Advance, a rate
per annum equal at all times to the Base Rate in effect from time to time, payable in arrears on the last day of each March, June, September and December during the term of this Agreement, commencing September 30, 2001, and on the Termination Date of the applicable Lender; provided that any amount of principal, interest, fees and other amounts payable under this Agreement (including, without limitation, the principal amount of Base Rate Advances, but excluding the principal amount of Eurodollar Rate Advances and B Advances) which is not paid when due (whether at stated maturity, by acceleration or otherwise) shall bear interest from the date on which such amount is due until such amount is paid in full, payable on demand, at a rate per annum equal at all times to 2% per annum above the Base Rate in effect from time to time.
	(b)     Eurodollar Rate Advances. If such A Advance is a Eurodollar Rate
Advance, a rate per annum equal at all times during the Interest Period for such A Advance to the sum of the Adjusted Eurodollar Rate for such Interest Period plus the Applicable Margin, payable in arrears on the last day of such Interest Period and, if such Interest Period has a duration of more than three months, on the day which occurs during such Interest Period three months from the first day of such Interest Period; provided that any principal amount of any Eurodollar Rate Advance which is not paid when due (whether at stated maturity, by acceleration or otherwise) shall bear interest from the date on which such amount is due until such amount is paid in full, payable on demand, at a rate per annum equal at all times to (A) during the Interest Period applicable to such Eurodollar Rate Advance, the greater of (x) 2% per annum above the Base Rate in effect from time to time and (y) 2% per annum above the rate per annum required to be paid on such amount immediately prior to the d ate on which such amount became due and (B) after the expiration of such Interest Period, 2% per annum above the Base Rate in effect from time to time.

	Section 2.08     Interest Rate Determination. The Agent shall give prompt
notice to the Borrower and the Lenders of the applicable interest rate determined by the Agent for purposes of Section 2.07(a) or 2.07(b).

	Section 2.09     Voluntary Conversion or Continuation of A Advances.
	(a)     The Borrower may on any Business Day, upon notice given to the Agent
not later than 12:00 noon (New York City time) on the third Business Day prior to the date of the proposed Conversion or continuance (a "Notice of Conversion/Continuation") and subject to the provisions of Section 2.02(b), (1) Convert all Advances of one Type comprising the same A Borrowing made to the Borrower into A Advances of another Type and (2) upon the expiration of any Interest Period applicable to A Advances which are Eurodollar Rate Advances made to the Borrower, continue all (or, subject to Section 2.02(b), any portion of) such A Advances as Eurodollar Rate Advances and the succeeding Interest Period(s) of such continued A Advances shall commence on the last day of the Interest Period of the A Advances to be continued; provided, however, that any Conversion of any Eurodollar Rate Advances into A Advances of another Type shall be made on, and only on, the last day of an Interest Period for such Eurodollar Rate Advances. Each such Notice of Conversion/Continuatio n shall, within the restrictions specified above, specify (i) the date of such continuation or Conversion, (ii) the A Advances (or, subject to Section 2.02(b), any portion thereof) to be continued or Converted, (iii) if such continuation is of, or such Conversion is into, Eurodollar Rate Advances, the duration of the Interest Period for each such A Advance and (iv) that no Potential Event of Default or Event of Default has occurred and is continuing.
	(b)     If upon the expiration of the then existing Interest Period applicable to any
A Advance which is a Eurodollar Rate Advance made to the Borrower, the Borrower shall not have delivered a Notice of Conversion/Continuation in accordance with this Section 2.09, then such Advance shall upon such expiration automatically be Converted to a Base Rate Advance.
	(c)     After the occurrence of and during the continuance of a Potential Event of
Default or an Event of Default, the Borrower may not elect to have an A Advance be made or continued as, or Converted into, a Eurodollar Rate Advance after the expiration of any Interest Rate then in effect for that A Advance.

	Section 2.10     Increased Costs.
	(a)     If, due to either (i) the introduction of or any change (other than any
change by way of imposition or increase of reserve requirements in the case of Eurodollar Rate Advances included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making, funding or maintaining Eurodollar Rate Advances made to the Borrower, then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A reasonably detailed certificate as to the amount and manner of calculation of such increased cost, submitted to the Borrower and the Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error.
	(b)     If any Lender determines that compliance with any law or regulation
or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender's commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender (with a copy of such demand to the Agent), the Borrower shall immediately pay to the Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder. A reasonably detailed certificate as to such amounts and the manner of calculation thereof submitted to the Borrower and the Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error.
	(c)     If a Lender shall change its Applicable Lending Office, such Lender shall
not be entitled to receive any greater payment under Sections 2.10 and 2.12 than the amount such Lender would have been entitled to receive if it had not changed its Applicable Lending Office, unless such change was made at the request of the Borrower or at a time when the circumstances giving rise to such greater payment did not exist.

	Section 2.11     Payments and Computations.
	(a)     The Borrower shall make each payment hereunder not later than 1:00 P.M.
(New York City time) on the day when due in U.S. dollars to the Agent at its address referred to in Section 8.02 in same day funds. Subject to the immediately succeeding sentence, the Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or facility fees ratably (other than amounts payable pursuant to Section 2.03, 2.10 or 2.12 or, to the extent the Termination Date is not the same for all Lenders, pursuant to Section 2.06(a)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon receipt of principal or interest paid after an Event of Default and an acceleration or a deemed acceleration of amounts due hereunder, the Agent will promptly thereafter cause to be distributed like funds relating to the pa yment of principal or interest ratably in accordance with each Lender's outstanding A Advances and B Advances (other than amounts payable pursuant to Section 2.10 or 2.12) to the Lenders for the account of their respective Applicable Lending Offices. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d), from and after the effective date specified in such Assignment and Acceptance, the Agent shall make all payments hereunder in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.
	(b)     All computations of interest based on the Base Rate shall be made by the
Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Adjusted Eurodollar Rate or the Federal Funds Rate and of facility fees shall be made by the Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or such fees are payable. Each determination by the Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error.
	(c)     Whenever any payment hereunder shall be stated to be due on a day other
than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or facility fee, as the case may be; provided, however, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day.
	(d)     Unless the Agent shall have received notice from the Borrower prior to the
date on which any payment is due to the Lenders hereunder that the Borrower will not make such payment in full, the Agent may assume that the Borrower has made such payment in full to the Agent on such date and the Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the Borrower shall not have so made such payment in full to the Agent, each Lender shall repay to the Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Agent, at the Federal Funds Rate.

	Section 2.12     Taxes.
	(a)     Any and all payments by the Borrower hereunder shall be made, in
accordance with Section 2.11, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender and the Agent, (i) taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender or the Agent (as the case may be) is organized or any political subdivision thereof or in which its principal office is located, (ii) taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction of such Lender's Applicable Lending Office or any political subdivision thereof, (iii) taxes imposed upon or measured by the overall net income of such Lender by the United States of America or any political subdivision or taxing authority thereof or therein, and (iv) United States income taxes (including withholding taxes with respect to payments hereunder) payable with respect to payments hereunder under l aws (including without limitation any statute, treaty, ruling, determination or regulation) in effect on the date hereof in the case of each Bank and on the effective date of the Assignment and Acceptance pursuant to which it became a Lender in the case of each other Lender (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder to any Lender or the Agent, (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.12) such Lender or the Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.
	(b)     In addition, the Borrower agrees to pay any present or future stamp or
documentary taxes or any other excise or property taxes, charges or similar levies which arise from the execution, delivery or registration of, or otherwise with respect to, this Agreement (hereinafter referred to as "Other Taxes").
	(c)     The Borrower will indemnify each Lender and the Agent for the full
amount of Taxes or Other Taxes (including, without limitation, any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section 2.12) and the Borrower will indemnify each Lender and the Agent for the full amount of Taxes or Other Taxes (including, without limitation, any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section 2.12), in each case paid by such Lender or the Agent (as the case may be) and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted. This indemnification shall be made within 30 days from the date such Lender or the Agent (as the case may be) makes written demand therefor.
	(d)     Within 30 days after the date of any payment of Taxes, the Borrower will
furnish to the Agent, at its address referred to in Section 8.02, the original or a certified copy of a receipt evidencing payment thereof.
	(e)     (i)     Each Lender organized under the laws of a jurisdiction outside the
United States, on or prior to the date of its execution and delivery of this Agreement in the case of each Bank and on the date of the Assignment and Acceptance pursuant to which it becomes a Lender in the case of each other Lender, and from time to time thereafter if requested in writing by the Borrower (but only so long as such Lender remains lawfully able to do so), shall provide the Borrower with Internal Revenue Service form W-8BEN or W-8BCI, as appropriate, or any successor form prescribed by the Internal Revenue Service, to establish that such Lender is not subject to United States withholding tax with respect to any payments to such Lender of interest payable under this Agreement. If the form provided by a Lender at the time such Lender first becomes a party to this Agreement indicates a United States interest withholding tax rate in excess of zero, withholding tax at such rate shall be considered excluded from "Taxes" as defined in Section 2.12(a).
		(ii)     In addition, each Lender organized under the laws of a jurisdiction
outside the United States, to the extent it does not act or ceases to act for its own account with respect to any portion of any sums paid or payable to such Lender under this Agreement (for example, in the case of a typical participation by such Lender), on or prior to the date of its execution and delivery of this Agreement in the case of each Bank and on the date of the Assignment and Acceptance pursuant to which it becomes a Lender in the case of each other Lender, and from time to time thereafter if requested in writing by the Borrower (but only so long as such Lender remains lawfully able to do so), shall provide the Borrower with Internal Revenue Service form W-8BIMY, or any successor form prescribed by the Internal Revenue Service, to establish that such Lender is not acting for its own account with respect to a portion of any such sums payable to such Lender.
	(f)     For any period (i) during which any Tax is required to be deducted or
withheld on the basis of the information, certificates or statements of exemption a Lender chooses to transmit with an Internal Revenue Service Form W-8IMY pursuant to subsection 2.12(e)(ii), or (ii) with respect to which a Lender has failed to provide the Borrower with the appropriate form described in Section 2.12(e) (other than if such failure is due to a change in law occurring subsequent to the date on which a form originally was required to be provided, or if such form otherwise is not required under the first sentence of subsection 2.12(e)(i) above), such Lender shall not be entitled to indemnification under Section 2.12(a) with respect to Taxes imposed by the United States; provided, however, that should a Lender become subject to Taxes because of its failure to deliver a form required hereunder, the Borrower shall, at the expense of such Lender, take such steps as the Lender shall reasonably request to assist the Lender to recover such Taxes.
	(g)     Without prejudice to the survival of any other agreement of the Borrower
hereunder, the agreements and obligations of the Borrower contained in this Section 2.12 shall survive the payment in full of principal and interest hereunder.
	Section 2.13     Sharing of Payments, Etc. If any Lender shall obtain any
payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the A Advances made by it (other than pursuant to Section 2.10 or 2.12 or, to the extent the Termination Date is not the same for all Lenders, pursuant to Section 2.06(a)) in excess of its ratable share of payments on account of the A Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the A Advances made by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them, provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (i) the amount of such Le nder's required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

	Section 2.14     Evidence of Debt.
	(a)     Each Lender shall maintain in accordance with its usual practice an
account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Advance owing to such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. The Borrower agrees that upon notice by any Lender to the Borrower (with a copy of such notice to the Agent) to the effect that a promissory note or other evidence of indebtedness is required or appropriate in order for such Lender to evidence (whether for purposes of pledge, enforcement or otherwise) the A Advances or the B Advances owing to, or to be made by, such Lender, the Borrower shall promptly execute and deliver to such Lender promissory notes or other evidence of such indebtedness, in form and substance reasonably satisfactory to the Borrower and such Lender, payable to the order of such Lender in a principal amount equal, in the case of the A Advances, to the aggregate principal amount of the Commitment of such Lender and, in the case of the B Advances, to the outstanding principal amount of B Advances of such Lender; provided, however, that the execution and delivery of such promissory note or other evidence of indebtedness shall not be a condition precedent to the making of any Advance under this Agreement.
	(b)     The Register maintained by the Agent pursuant to Section 8.07(c) shall
include a control account, and a subsidiary account for each Lender, in which accounts (taken together) shall be recorded (i) the date, amount and tenor, as applicable, of each Borrowing, the Borrower that received the proceeds of such Borrowing, the Type of Advances comprising such Borrowing and the Interest Period applicable thereto, (ii) the terms of each Assignment and Acceptance delivered to and accepted by it, (iii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder, and (iv) the amount of any sum received by the Agent from the Borrower hereunder and each Lender's share thereof.
	(c)     The entries made in the Register shall be conclusive and binding for all
purposes, absent manifest error.

	Section 2.15     Use of Proceeds.
	(a)     Advances shall be used by the Borrower for Commercial Paper backup,
for Non-Hostile Acquisitions and for general corporate purposes.
	(b)     No portion of the proceeds of any Advances under this Agreement shall be
used by the Borrower or any of its Subsidiaries in any manner which might cause the Advances or the application of such proceeds to violate, or require any Lender to make any filing or take any other action under, Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System or any other regulation of such Board or to violate the Securities Exchange Act of 1934, in each case as in effect on the date or dates of such Advances and such use of proceeds.

Section 2.16     Extension of the Commitment Termination Date. The

Borrower may, not later than 30 days prior to each anniversary of the Second Amended and Restated Effective Date (the "Current Anniversary Date"), and not more than once in any calendar year, commencing not later than 30 days prior to the first anniversary of the Second Amended and Restated Effective Date, from time to time request that the Commitment Termination Date for all Eligible Lenders (as defined below) be extended by delivering to the Agent a copy of an extension request signed by the Borrower (an "Extension Request") in substantially the form of Exhibit D hereto. The Agent shall promptly notify each Lender of its receipt of such Extension Request. On or prior to the fifteenth day (the "Determination Date") prior to the Current Anniversary Date, each Eligible Lender shall notify the Agent and the Borrower of its willingness or unwillingness to extend its Commitment Termination Date hereunder. Any Eligible Lender that shall fail to so notify the Agent and the Borrower on or prior to the Deter mination Date shall be deemed to have declined to so extend. In the event that, on or prior to the Determination Date, Eligible Lenders representing more than 50% of the aggregate amount of the Commitments of all Eligible Lenders then in effect shall consent to such extension, the Agent shall so advise the Lenders and the Borrower and, subject to execution of documentation evidencing such extension and consents, the Commitment Termination Date of each Eligible Lender (each a "Consenting Lender") that has consented on or prior to the Determination Date to so extend shall be extended to the date indicated in the Extension Request. Thereafter, (i) for each Consenting Lender, the term "Commitment Termination Date" as used herein and in any promissory note executed and delivered by the Borrower pursuant to Section 2.14 hereof, shall at all times refer to such date, unless it is later extended pursuant to this Section 2.16, and (ii) for each Lender that is not an Eligible Lender and for each Eligible Len der that either has declined on or prior to the Determination Date to so extend or is deemed to have so declined, the term "Commitment Termination Date" shall at all times refer to the date which was the Commitment Termination Date of such Lender immediately prior to the delivery to the Agent of such Extension Request. In the event that, as of the Determination Date, the Consenting Lenders represent 50% or less of the aggregate amount of the Commitments of all Eligible Lenders then in effect, the Agent shall so advise the Lenders and the Borrower, and none of the Lenders' Commitment Termination Dates shall be extended to the date indicated in the Extension Request and each Lender's Commitment Termination Date shall continue to be the date which was the Commitment Termination Date of such Lender immediately prior to the delivery to the Agent of such Extension Request. For purposes of this Section 2.16, the term "Eligible Lenders" means, with respect to any Extension Request, (i) all Lenders if no Lender' s Commitment Termination Date had been extended pursuant to this Section 2.16 prior to the delivery to the Agent of such Extension Request, and (ii) in all other cases, those Lenders which had extended their Commitment Termination Date in the most recent extension of any Commitment Termination Date effected pursuant to this Section 2.16.

Section 2.17     Substitution of Lenders. If any Lender requests

compensation from the Borrower under Section 2.10(a) or (b) or if any Lender declines to extend its Commitment Termination Date pursuant to Section 2.16, the Borrower shall have the right, with the assistance of the Agent, to seek one or more substitute banks or financial institutions (which may be one or more of the Lenders) reasonably satisfactory to the Agent and the Borrower to purchase the Advances and assume the Commitments of such Lender, and the Borrower, the Agent, such Lender, and such substitute banks or financial institutions shall execute and deliver an appropriately completed Assignment and Acceptance pursuant to Section 8.07(a) hereof to effect the assignment of rights to and the assumption of obligations by such substitute banks or financial institutions; provided that such requesting Lender shall be entitled to (i) compensation under Section 2.10 for any costs incurred by it prior to its replacement, (ii) payment of all A Advances of such Lender then outstanding and all interest an d fees accrued to the date of such payment, and (iii) if any Eurodollar Rate Advances of such Lender are then outstanding, any reimbursement which would be payable under Section 8.04(b) in connection with a prepayment of such Eurodollar Rate Advances on such date.

	Section 2.18     Increased Commitments; Additional Lenders.
	(a)     No more than once per year from the Second Amended and Restated
Effective Date, the Borrower may, upon at least thirty (30) days notice to the Agent (which shall promptly provide a copy of such notice to the Lenders), propose to increase the aggregate amount of the Commitments in increments of $25,000,000, the total amount of all such increases not to exceed $250,000,000 (the amount of any such increase, the "Increased Commitments"); provided that at the time of and after giving effect to any increase in the Commitments (and the delivery of the applicable commitment increase notice shall constitute a representation and warranty by the Borrower that on the effective date of such increase such statements are true) (i) the Borrower's Long-Term Debt ratings from Moody's and S&P are better than or equal to Baa2 and BBB, respectively; (ii) the representations and warranties of the Borrower contained in Article IV are correct on and as of the date of such increase, before and after giving effect to such increase, as though made on and as of such date, except to th e extent that any such representation or warranty expressly relates only to an earlier date, in which case they were correct as of such earlier date; (iii) no Event of Default or Potential Event of Default exists and is continuing ; (iv) on the date of such increase, (x) there shall be no A Advances outstanding or all Interest Periods shall have ended and (y) and all accrued and unpaid interest on the A Advances and all accrued and unpaid Facility Fees shall have been paid in full and (v) after any such increase, no Lender's Commitment shall exceed 50% of the aggregate amount of the Commitments. Each Lender party to this Agreement at such time shall have the right (but no obligation), for a period of fifteen (15) days following receipt of such notice, to elect by notice to the Borrower and the Administrative Agent to increase its Commitment by a principal amount which bears the same ratio to the Increased Commitments as its then Commitment bears to the aggregate Commitments then existing.
	(b)     If any Lender party to this Agreement shall not elect to increase its
Commitment pursuant to subsection (a) of this Section, the Borrower may designate another lender or other lenders (which may be, but need not be, one or more of the existing Lenders) which at the time agree to (i) in the case of any such lender that is an existing Lender, increase its Commitment and (ii) in the case of any other such lender (an "Additional Lender"), become a party to this Agreement. The sum of the increases in the Commitments of the existing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders shall not in the aggregate exceed the unsubscribed amount of the Increased Commitments.
	(c)     An increase in the aggregate amount of the Commitments pursuant to this
Section 2.18 shall become effective upon the receipt by the Agent of an agreement in form and substance satisfactory to the Agent signed by the Borrower, by each Additional Lender and by each other Lender whose Commitment is to be increased, setting forth the new Commitments of such Lenders and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof, together with such evidence of appropriate corporate authorization on the part of the Borrower with respect to the Increased Commitments and such opinions of counsel for the Borrower with respect to the Increased Commitments as the Agent may reasonably request.

	Section 2.19     Special Purpose Funding Vehicles.
	Notwithstanding anything to the contrary contained herein, any Lender,
(a "Granting Lender") may grant to a special purpose funding vehicle (an "SPC") the option to fund all or any part of any Advance that such Granting Lender would otherwise be obligated to fund pursuant to this Agreement; provided, that (i) nothing herein shall constitute a commitment by an SPC to fund any Advance, and (ii) if an SPC elects not to exercise such option or otherwise fails to fund all or any part of such Advance, the Granting Lender shall be obligated to fund such Advance pursuant to the terms hereof. The funding of an Advance by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance were funded by such Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or payment under this Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Granting Lender provides such indemnity or makes such payment. Notwithstanding anything to the contrary co ntained in this Agreement, any SPC may disclose on a confidential basis any non-public information relating to its funding of Advances to any rating agency, commercial paper dealer or provider of any surety or guarantee to such SPC.

ARTICLE III
CONDITIONS OF LENDING

	Section 3.01     Condition Precedent to Second Amended and Restated
Effective Date. The effectiveness of this Agreement and the obligation of each Lender to make its initial Advance hereunder on and after the Second Amended and Restated Effective Date are subject to the condition precedent that the Agent receive on or before the Second Amended and Restated Effective Date the following, each (other than item (e)) dated the Second Amended and Restated Effective Date, and each in form and substance satisfactory to the Agent and in sufficient copies for each Lender:
	(a)     Certified copies of the resolutions of the Board of Directors of the
Borrower approving this Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement;
	(b)     A certificate of the Secretary or an Assistant Secretary of the Borrower
certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered by the Borrower hereunder;
	(c)     A certificate of the Secretary or Assistant Secretary of the Corporation,
dated the Second Amended and Restated Effective Date, certifying the correctness and completeness of the copies of Corporation's Certificate of Incorporation and Bylaws previously delivered to the Agent, together with good standing certificates from the state of its incorporation and its principal place of business, each to be dated a recent date prior to the Second Amended and Restated Effective Date.
	(d)     A favorable opinion of Hayward D. Fisk, Esq., General Counsel of the
Corporation, substantially in the form of Exhibit C hereto.
	(e)     Financial statements of the Borrower and its Subsidiaries specified in
Section 4.01(e) of this Agreement;
	(f)     Evidence satisfactory to the Agent of (i) the absence of any indebtedness
of the Borrower and the Partnership under the Existing Amended and Restated Credit Agreement (including borrowings and accrued interest), (ii) the payment of fees payable, if any, by the Borrower or the Partnership under the Existing Amended and Restated Credit Agreement.

	Section 3.02     Conditions Precedent to Each A Borrowing. The obligation
of each Lender to make an A Advance on the occasion of each A Borrowing (including the initial A Borrowing) shall be subject to the further conditions precedent that (i) Agent shall have received a Notice of A Borrowing with respect thereto in accordance with Section 2.02 and (ii) on the date of such A Borrowing the following statements shall be true (and each of the giving of the applicable Notice of A Borrowing and the acceptance by the Borrower of the proceeds of such A Borrowing shall constitute a representation and warranty by the Borrower that on the date of such A Borrowing such statements are true):
	(a)     The representations and warranties of the Borrower contained in Article
IV are correct on and as of the date of such A Borrowing, before and after giving effect to such A Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, except to the extent that any such representation or warranty expressly relates only to an earlier date, in which case they were correct as of such earlier date; and
	(b)     No event has occurred and is continuing, or would result from such A
Borrowing or from the application of the proceeds therefrom, which constitutes an Event of Default or a Potential Event of Default.

	Section 3.03     Conditions Precedent to Each B Borrowing. The obligation
of each Lender which is to make a B Advance on the occasion of a B Borrowing (including the initial B Borrowing) to make such B Advance as part of such B Borrowing is subject to the conditions precedent that (i) the Agent shall have received the written confirmatory Notice of B Borrowing with respect thereto in accordance with Section 2.03 and (ii) on the date of such B Borrowing the following statements shall be true (and each of the giving of the applicable Notice of B Borrowing and the acceptance by the Borrower of the proceeds of such B Borrowing shall constitute a representation and warranty by the Borrower that on the date of such B Borrowing such statements are true):
	(a)     The representations and warranties of the Borrower contained in Article
IV are correct on and as of the date of such B Borrowing, before and after giving effect to such B Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, except to the extent that any such representation or warranty expressly relates only to an earlier date, in which case they were correct as of such earlier date, and
	(b)     No event has occurred and is continuing, or would result from such B
Borrowing or from the application of the proceeds therefrom, which constitutes an Event of Default or a Potential Event of Default.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES

		Section 4.01     Representations and Warranties of the Borrower. The
Borrower represents and warrants as follows:
		(a)     Due Organization, etc. The Borrower is a corporation duly organized,
validly existing and in good standing under the laws of the State of Nevada. The Borrower is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions which require such qualification except to the extent that failure to so qualify would not have a material adverse effect on the Borrower. Each Subsidiary of the Borrower is duly organized and validly existing under the laws of the jurisdiction of its incorporation or formation. Each such Subsidiary is duly qualified to do business in all other jurisdictions which require such qualification except to the extent that failure to so qualify would not have a material adverse effect on such Subsidiary.
		(b)     Due Authorization, etc. The execution, delivery and performance by the
Borrower of this Agreement are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower's certificate of incorporation or bylaws or (ii) law or any material contractual restriction binding on or affecting the Borrower.
		(c)     Governmental Consent. No authorization or approval or other action by,
and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Borrower of this Agreement.
		(d)     Validity. This Agreement is the legal, valid and binding obligation of the
Borrower enforceable against the Borrower in accordance with its terms, subject to the effect of applicable bankruptcy, insolvency, arrangement, moratorium and other similar laws affecting creditors' rights generally and to the application of general principles of equity.
		(e)     Condition of the Borrower. The balance sheet of the Borrower and its
Subsidiaries as at March 30, 2001, and the related statements of income and retained earnings of the Borrower and its Subsidiaries for the fiscal year then ended, copies of which have been furnished to each Bank, fairly present the financial condition of the Borrower and its Subsidiaries as at such date and the results of the operations of the Borrower and its Subsidiaries for the fiscal year ended on such date, all in accordance with GAAP consistently applied, and as of the Second Amended and Restated Effective Date, there has been no material adverse change in the business, condition (financial or otherwise), operations or properties of the Borrower and its Subsidiaries, taken as a whole, since March 30, 2001.
		(f)     Litigation. There is no pending or threatened investigation, action or
proceeding against the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator that would reasonably be expected to materially adversely affect the financial condition or operations of the Borrower and its Subsidiaries, taken as a whole, or which purports to affect the legality, validity or enforceability of this Agreement.
		(g)     Margin Regulations. The Borrower is not engaged in the business of
extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Advance will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock in any manner that violates or would cause a violation of Regulation T, Regulation U or Regulation X.
		(h)     Payment of Taxes. The Borrower and each of its Subsidiaries have filed
or caused to be filed all material tax returns (federal, state, local and foreign) required to be filed and paid all material amounts of taxes shown thereon to be due, including interest and penalties, except for such taxes as are being contested in good faith and by proper proceedings and with respect to which appropriate reserves are being maintained by the Borrower or any such Subsidiary, as the case may be.
		(i)     Governmental Regulation. The Borrower is not subject to regulation
under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act or the Investment Company Act of 1940, each as amended, or to any Federal or state statute or regulation limiting its ability to incur indebtedness for money borrowed. No Subsidiary of the Borrower is subject to any regulation that would limit the ability of the Borrower to enter into or perform its obligations under this Agreement.
		(j)     ERISA.
			(i)     No ERISA Event which might result in liability (other than for
	premiums payable under Title IV of ERISA) has occurred or is reasonably expected to occur with respect to any Pension Plan.
			(ii)     Schedule B (Actuarial Information) to the most recently completed
	annual report (Form 5500 Series) for each Pension Plan, copies of which have been filed with the Internal Revenue Service and furnished to the Agent, is complete and, to the best knowledge of the Borrower, accurate, and since the date of such Schedule B there has been no material adverse change in the funding status of any such Pension Plan.
			(iii)     Neither the Borrower nor any ERISA Affiliate has incurred, or, to
	the best knowledge of the Borrower, is reasonably expected to incur, any Withdrawal Liability to any Multiemployer Plan.
			(iv)     Neither the Borrower nor any ERISA Affiliate has been notified by
	the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title IV of ERISA, and, to the best knowledge of the Borrower, no Multiemployer Plan is reasonably expected to be in reorganization or to be terminated within the meaning of Title IV of ERISA.
		(k)     Disclosure. No representation or warranty of the Borrower contained in
this Agreement (including any Schedule furnished in connection herewith) contains any untrue statement of a material fact. No other document, certificate or written statement furnished to the Agent or any Lender by or on behalf of the Borrower for use in connection with the transactions contemplated in this Agreement, taken as a whole with other documents, certificates or written statements furnished contemporaneously therewith, contains any untrue statement of fact or omits to state a material fact (known to the Borrower in the case of any documents not furnished by it) necessary in order to make the statements contained therein not misleading in light of the circumstances under which the same were made.
		(l)     Insurance. The Borrower and its Subsidiaries (i) have in full force
insurance coverage of their respective properties, assets and business (including casualty, general liability, products liability and business interruption insurance) that is (A) no less protective in any material respect than the insurance the Borrower and its Subsidiaries have carried in accordance with their past practices or (B) prudent given the nature of the business of the Borrower and its Subsidiaries and the prevailing practice among companies similarly situated or (ii) maintain a plan or plans of self-insurance to such extent and covering such risks as is usual for companies of comparable size engaged in the same or similar business which plan or plans provide for, among other things, adequate reserves for the risks being self-insured.
		(m)     Environmental Matters. (i) The Borrower and each of its Subsidiaries is in
compliance in all material respects with all Environmental Laws the non-compliance with which could reasonably be expected to have a material adverse effect on the financial condition or operations of the Borrower and its Subsidiaries, taken as a whole, and (ii) & nbsp; there has been no "release or threatened release of a hazardous substance" (as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C.  9601 et seq.) or any other release, emission or discharge into the environment of any hazardous or toxic substance, pollutant or other materials from the Borrower's or its Subsidiaries' property other than as permitted under applicable Environmental Law and other than those which would not have a material adverse effect on the financial condition or operations of the Borrower and its Subsidiaries, taken as a whole. Other than disposals for which the Borrower has been indemnified in full, all "hazardous waste" (as defined by t he Resource Conservation and Recovery Act, 42 U.S.C.  6901 et seq. (1976) and the regulations thereunder, 40 CFR Part 261 ("RCRA") generated at the Borrower's or any Subsidiaries' properties have in the past been and shall continue to be disposed of at sites which maintain valid permits under RCRA and any applicable state or local Environmental Law.

ARTICLE V
COVENANTS

		Section 5.01     Affirmative Covenants of the Borrower. The Borrower
covenants and agrees that the Borrower will, unless and until all of the Advances shall have been indefeasibly paid in full and the Commitments of the Lenders shall have terminated, unless Majority Lenders shall otherwise consent in writing:
		(a)     Compliance with Laws, Etc. Comply, and cause each of its Subsidiaries
to comply, with all applicable laws, rules, regulations and orders, such compliance to include, without limitation, (i) complying with all Environmental Laws and (ii) paying before the same become delinquent all taxes, assessments and governmental charges imposed upon it or upon its property except to the extent contested in good faith, except where failure to so comply would not have a material adverse effect on the business, condition (financial or otherwise), operations or properties of the Borrower and its Subsidiaries, taken as a whole.
		(b)     Reporting Requirements. Furnish to the Lenders:
			(i)     as soon as available and in any event within 60 days of the end of
	each of the first three fiscal quarters of each fiscal year of the Borrower, a copy of the quarterly report for such quarter for the Borrower and its Subsidiaries, containing financial statements (including a consolidated balance sheet, consolidated statements of income and stockholders' equity and cash flows of the Borrower and its Subsidiaries) for such quarter;
			(ii)     as soon as available and in any event within 110 days after the end
	of each fiscal year of the Borrower, a copy of the annual audit report for such year for the Borrower and its Subsidiaries, containing financial statements (including a consolidated balance sheet, consolidated statements of income and stockholders' equity and cash flows of the Borrower and its Subsidiaries) for such year, accompanied by an opinion of Deloitte & Touche or other nationally recognized independent public accountants. The opinion shall be unqualified (as to going concern, scope of audit and disagreements over the accounting or other treatment of offsets) and shall state that such consolidated financial statements present fairly the financial position of the Borrower and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as stated therein) and that the examination by such accountants in connection with such consolidated financial statements has b een made in accordance with generally accepted auditing standards;
			(iii)     together with each delivery of the report of the Borrower and its
	Subsidiaries pursuant to subsection (i) or subsection (ii) above, a compliance certificate for the quarter or year, as applicable, executed by an authorized financial officer of the Borrower (A) stating, in the case of the financial statements delivered under Section 5.01(b)(i) for such quarter, that such financial statements fairly present the financial condition of the Borrower and its Subsidiaries as at the dates indicated and the results of operations of the Borrower and its Subsidiaries and cash flow for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise stated therein), subject to changes resulting from audit and normal year-end adjustment, (B) stating that the signer has reviewed the terms of this Agreement and has made, or caused to be made under his or her supervision, a review in reasonable detail of the transactions and condition of the Borrower and its Subsidiaries during the accounting period covered by such financial stateme nts and that such review has not disclosed the existence during or at the end of such accounting period, and that the signer does not have knowledge of the existence as at the date of the compliance certificate, of any condition or event that constitutes an Event of Default or a Potential Event of Default or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action the Borrower has taken, is taking and proposes to take with respect thereto and (C) demonstrating in reasonable detail compliance during (as required thereunder) and at the end of such accounting periods with the restrictions contained in Section 5.02(c).
			(iv)     together with each delivery of the Borrower's annual report
	pursuant to subsection (ii) above, a written statement by the independent public accountants giving the report thereon (so long as delivery of such statement is not prohibited by AICPA rules) (A) stating that their audit examination has included a review of the terms of this Agreement as they relate to accounting matters and (B) stating whether, in connection with their audit examination, any condition or event that constitutes an Event of Default or a Potential Event of Default has come to their attention, and if such a condition or event has come to their attention, specifying the nature and period of existence thereof; provided, that such accountants shall not be liable by reason of any failure to obtain knowledge of any such Event of Default or Potential Event of Default that would not be disclosed in the course of a reasonable audit examination;
			(v)     as soon as possible and in any event within five days after the
	occurrence of each Event of Default and each Potential Event of Default, continuing on the date of such statement, a statement of an authorized financial officer of the Borrower setting forth details of such Event of Default or Potential Event of Default and the action which the Borrower has taken and proposes to take with respect thereto;
			(vi)     promptly after any significant change in accounting policies or
	reporting practices, notice and a description in reasonable detail of such change;
			(vii)     promptly and in any event within 30 days after the Borrower or
	any ERISA Affiliate knows or has reason to know that any ERISA Event referred to in clause (i) of the definition of ERISA Event with respect to any Pension Plan has occurred which might result in liability to the PBGC a statement of the chief accounting officer of the Borrower describing such ERISA Event and the action, if any, that the Borrower or such ERISA Affiliate has taken or proposes to take with respect thereto;
			(viii) promptly and in any event within 10 days after the Borrower or
	any ERISA Affiliate knows or has reason to know that any ERISA Event (other than an ERISA Event referred to in (v) above) with respect to any Pension Plan has occurred which might result in liability to the PBGC, a statement of the chief accounting officer of the Borrower describing such ERISA Event and the action, if any, that the Borrower or such ERISA Affiliate has taken or proposes to take with respect thereto;
			(ix)     promptly and in any event within five Business Days after receipt
	thereof by the Borrower or any ERISA Affiliate from the PBGC, copies of each notice from the PBGC of its intention to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan;
			(x)     promptly and in any event within seven Business Days after receipt
	thereof by the Borrower or any ERISA Affiliate from the sponsor of a Multiemployer Plan, a copy of each notice received by the Borrower or any ERISA Affiliate concerning (w) the imposition of Withdrawal Liability by a Multiemployer Plan, (x) the determination that a Multiemployer Plan is, or is expected to be, in reorganization within the meaning of Title IV of ERISA, (y) the termination of a Multiemployer Plan within the meaning of Title IV of ERISA or (z) the amount of liability incurred, or expected to be incurred, by the Borrower or any ERISA Affiliate in connection with any event described in clause (w), (x) or (y) above;
			(xi)     promptly after the sending or filing thereof, copies of all proxy
	statements, financial statements and reports that the Borrower or any of its Subsidiaries sends to its stockholders generally, and copies of all regular, periodic and special reports, and all registration statements, that the Borrower or any of its Subsidiaries files with the SEC or any governmental authority that may be substituted therefor, or with any national securities exchange;
			(xii)     promptly after the furnishing thereof, copies of any statement or
	report furnished to any other holder of the securities of the Borrower or any of its Subsidiaries 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 any other clause of this Section 5.01.
			(xiii)     promptly after the commencement thereof, notice of all material
	actions, suits and proceedings before any court or government department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting the Borrower or any of its Subsidiaries, of the type described in Section 4.01(f).
			(xiv)     promptly after the occurrence thereof, notice of (A) any event
	which makes any of the representations contained in Section 4.01(m) inaccurate in any material respect or (B) the receipt by the Borrower of any notice, order, directive or other communication from a governmental authority alleging violations of or noncompliance with any Environmental Law which could reasonably be expected to have a material adverse effect on the financial condition of the Borrower and its Subsidiaries, taken as a whole;
			(xv)     promptly after any change in any Rating, a notice of such change,
	which notice shall specify the new Rating, the date on which such change was publicly announced (in the case of a public rating) or was disclosed to the Borrower (in the case of a private rating), and such other information with respect to such change as any Lender through Agent may reasonably request; and
			(xvi)     such other information respecting the condition or operations,
	financial or otherwise, of the Borrower or any of its Subsidiaries as any Lender through the Agent may from time to time reasonably request.
		(c)     Corporate Existence, Etc. The Borrower will, and will cause each of its
material Subsidiaries to, at all times maintain its fundamental business and preserve and keep in full force and effect its corporate existence (except as permitted under Section 5.02(b)) and all rights, franchises and licenses necessary or desirable in the normal conduct of its business.
		(d)     Maintenance of Insurance. The Borrower will and will cause each of its
Subsidiaries to maintain insurance with responsible and reputable insurance companies or associations in such amounts and covering such risks (i) as are usually insured by companies engaged in similar businesses and (ii) with responsible and reputable insurance companies or associations. Notwithstanding the foregoing, the Borrower and its Subsidiaries may maintain a plan or plans of self-insurance to such extent and covering such risks as is usual for companies of comparable size engaged in the same or similar business, which plans shall include, among other things, adequate reserves for the risks that are self-insured. On request the Borrower will advise the Agent and the Lenders concerning any such plan or plans for self-insurance.

	Section 5.02     Negative Covenants of the Borrower. The Borrower
covenants and agrees that, unless and until all of the Advances shall have been indefeasibly paid in full and the Commitments of the Lenders shall have terminated, unless Majority Lenders shall otherwise consent in writing:
	(a)     Liens, Etc. The Borrower will not create or suffer to exist, or permit any
of its Subsidiaries to create or suffer to exist, any Lien, upon or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, in each case to secure or provide for the payment of any Debt of any Person, unless the Borrower's obligations hereunder shall be secured equally and ratably with, or prior to, any such Debt; provided however that the foregoing restriction shall not apply to the following Liens which are permitted:

	(i)     set-off rights, arising by operation of law or under any contract
entered into in the ordinary course of business, and bankers' Liens, Liens of carriers, warehousemen, mechanics, workmen, employees, materialmen and other Liens imposed by law;
	(ii)     Liens in favor of the United States of America to secure amounts
paid to the Borrower or any of its Subsidiaries as advance or progress payments under government contracts entered into by it so long as such Liens cover only (x) special bank accounts into which only such advance or progress payments are deposited and (y) supplies covered by such government contracts and material and other property acquired for or allocated to the performance of such government contracts;
	(iii)     attachment, judgment and other similar Liens arising in connection
with legal proceedings, provided that the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being contested in good faith by appropriate proceedings, and provided that any such judgment does not constitute an Event of Default;
	(iv)     Liens on accounts receivable resulting from the sale of such
accounts receivable;
	(v)     Liens on assets of any Subsidiary of the Borrower existing at the
time such Person becomes a Subsidiary (other than any such Lien created in contemplation of becoming a Subsidiary);
	(vi)     purchase money Liens upon or in any property acquired or held by
the Borrower or any Subsidiary in the ordinary course of business to secure the purchase price of such property or to secure Debt incurred solely for the purpose of financing the acquisition of such property (provided that the amount of Debt secured by such Lien does not exceed 100% of the purchase price of such property and transaction costs relating to such acquisition) and Liens existing on such property at the time of its acquisition (other than any such Lien created in contemplation of such acquisition); and the interest of the lessor thereof in any property that is subject to a Capital Lease;
	(vii)     Liens, other than Liens described in clauses (i) through (vi) and
in clause (ix), to secure Debt not in excess of an aggregate of $75,000,000 principal amount at any time outstanding;
	(viii)     Liens resulting from any extension, renewal or replacement (or
successive extensions, renewals or replacements), in whole or in part, of any Debt secured by any Lien referred to in clauses (iv), (v) and (vi) so long as (x) the aggregate principal amount of any such Debt shall not increase as a result of any such extension, renewal or replacement and (y) Liens resulting from any such extension, renewal or replacement shall cover only such property which secured the Debt that is being extended, renewed or replaced; and
	(ix)     Liens on any of the properties described in Schedule II hereto to
secure Debt, provided that the amount of such Debt does not exceed 100% of the fair market value of the property encumbered by such Lien at the time such Debt is incurred.

(b)     Restrictions on Fundamental Changes. The Borrower will not, and will

not permit any of its Subsidiaries to, merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or a substantial portion of its assets (whether now owned or hereafter acquired) to any Person (other than the Borrower or any Subsidiary of the Borrower, so long as the Borrower, directly or indirectly, owns 80% or more of the voting stock thereof), or enter into any partnership, joint venture, syndicate, pool or other combination, unless (a) no Event of Default or Potential Event of Default has occurred and is continuing or would result therefrom and (b) in the case of any consolidation or merger involving the Borrower either (i) the Borrower is the surviving entity or (ii) the Person surviving or resulting from such consolidation or merger shall have assumed the obligations of the Borrower hereunder in an agreement or instrument reasonably satisfactory in form and substance to the Agent.

	(c)     Financial Covenants.
		(i)      Leverage Ratio. The Borrower will not permit at any time the ratio
of Consolidated Total Debt to Consolidated Total Capitalization to exceed 0.50 to 1.00.
		(ii)     Consolidated Total Debt to Consolidated EBITDA Ratio. The
Borrower will not permit on any date the ratio of Consolidated Total Debt outstanding on such date to Consolidated EBITDA for the period of four consecutive fiscal quarters ending on or immediately prior to such date, to exceed 2.50 to 1.00.

	(d)     Plan Terminations. The Borrower will not, and will not permit any
ERISA Affiliate to, terminate any Pension Plan so as to result in liability of the Borrower or any ERISA Affiliate to the PBGC in excess of $15,000,000, or permit to exist any occurrence of an event or condition which reasonably presents a material risk of a termination by the PBGC of any Pension Plan with respect to which the Borrower or any ERISA Affiliate would, in the event of such termination, incur liability to the PBGC in excess of $15,000,000.
	(e)     Employee Benefit Costs and Liabilities. The Borrower will not, and will
not permit any ERISA Affiliate to, create or suffer to exist, (i) any Insufficiency with respect to a Pension Plan or any Withdrawal Liability with respect to a Multiemployer Plan if, immediately after giving effect thereto, such Insufficiencies and Withdrawal Liabilities of all Pension Plans and Multiemployer Plans, respectively, of the Borrower and its ERISA Affiliates exceeds $25,000,000 or (ii) except as provided in Section 4980B of the Code and except as provided under the terms of any employee welfare benefit plans provided pursuant to the terms of collective bargaining agreements, any employee benefit plan to provide health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of the Borrower or any of its ERISA Affiliate unless the Borrower and/or any of its ERISA Affiliates are permitted to terminate such benefits pursuant to the terms of such employee benefit plan.

ARTICLE VI
EVENTS OF DEFAULT

		Section 6.01     Events of Default. If any of the following events ("Events of
Default") shall occur and be continuing:
		(a)     The Borrower shall fail to pay any principal of any Advance when the
same becomes due and payable or the Borrower shall fail to pay any interest on any Advance or any fees or other amounts payable hereunder within five days of the date due; or
		(b)     Any representation or warranty made by the Borrower herein or in
connection with this Agreement shall prove to have been incorrect in any material respect when made; or
		(c)     The Borrower shall fail to perform or observe (i) any term, covenant or
agreement contained in Section 5.01(c) or 5.02, or (ii) any other term, covenant or agreement contained in this Agreement on its part to be performed or observed if the failure to perform or observe such other term, covenant or agreement shall remain unremedied for 30 days after the Borrower obtains knowledge of such breach; or
		(d)     The Borrower or any of its Subsidiaries shall fail to pay any principal of or
premium or interest on any Debt which is outstanding in a principal amount of at least $35,000,000 in the aggregate (but excluding Debt arising under this Agreement) of the Borrower or such Subsidiary (as the case may be), when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Debt; or any other event shall occur or condition shall exist under any agreement or instrument relating to any such Debt and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to accelerate, or to permit the acceleration of, the maturity of such Debt; or any such Debt shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment or by a required prepayment of insurance proceeds or by a required prepayment as a result of formulas based on asset sales or excess cash flow), redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Debt shall be required to be made, in each case prior to the stated maturity thereof; or
		(e)     The Borrower or any of its Significant Subsidiaries shall generally not pay
its debts as such debts become due, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Borrower or any of its Significant Subsidiaries seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it), either such proceeding shall remain undismissed or unstayed for a period of 60 days, or any of the actions sought in such proceeding (including, without limitation, the entry of an order for relief against, or the app ointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or the Borrower or any of its Significant Subsidiaries shall take any corporate or partnership action to authorize any of the actions set forth above in this subsection (e); or
		(f)     Any judgment or order for the payment of money in excess of
$35,000,000 shall be rendered against the Borrower or any of its Significant Subsidiaries and is not promptly paid by the Borrower or any of its Significant Subsidiaries and either (i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order or (ii) there shall be any period of 10 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; or
		(g)     (i)     Any ERISA Event with respect to a Pension Plan shall have
	occurred and, 30 days after notice thereof shall have been given to the Borrower by the Agent, (x) such ERISA Event shall still exist and (y) the sum (determined as of the date of occurrence of such ERISA Event) of the Insufficiency of such Pension Plan and the Insufficiency of any and all other Pension Plans with respect to which an ERISA Event shall have occurred and then exist (or in the case of a Pension Plan with respect to which an ERISA Event described in clause (iii) through (vi) of the definition of ERISA Event shall have occurred and then exist, the liability related thereto) is equal to or greater than $15,000,000; or
			(ii)     The Borrower or any ERISA Affiliate shall have been notified by
	the sponsor of a Multiemployer Plan that it has incurred an aggregate Withdrawal Liability for all years to such Multiemployer Plan in an amount that, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower and its ERISA Affiliates as Withdrawal Liability (determined as of the date of such notification), exceeds $15,000,000; or
			(iii)     The Borrower or any ERISA Affiliate shall have been notified by
	the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV or ERISA, if as a result of such reorganization or termination the aggregate annual contributions of the Borrower and its ERISA Affiliates to all Multiemployer Plans that are then in reorganization or being terminated have been or will be increased over the amounts contributed to such Multiemployer Plans for the plan year of such Multiemployer Plan immediately preceding the plan year in which the reorganization or termination occurs by an amount exceeding $15,000,000; or
		(h)     Any Person or two or more Persons acting in concert shall have acquired
beneficial ownership (within the meaning of Rule 13d-3 of the SEC under the Securities Exchange Act of 1934, as amended), directly or indirectly, of securities of the Borrower (or other securities convertible into such securities) representing 35% or more of the combined voting power of all securities of the Borrower entitled to vote in the election of directors, other than securities having such power only by reason of the happening of a contingency; or
		(i)     The Borrower or any of its Subsidiaries shall be suspended or debarred by
any governmental entity from entering into any government contract or government subcontract from otherwise engaging in any business relating to government contracts or from participation in government non-procurement programs, and such suspension or debarment could reasonably be expected to have a material adverse effect on the business, condition (financial or otherwise), operations or properties of the Borrower and its Subsidiaries, taken as a whole; then, and in any such event, the Agent (i) shall at the request, or may with the consent, of the Majority Lenders, by notice to the Borrower, declare the obligation of each Lender to make Advances to be terminated, whereupon the same shall forthwith terminate, and (ii) shall at the request, or may with the consent, of the Majority Lenders, by notice to the Borrower, declare the Advances, all interest thereon and all other amounts payable under this Agreement to be forthwith due and payable, whereupon the Advances, all such interest and all such a mounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are here expressly waived by the Borrower; provided, however, that in the event of an actual or deemed entry of an order for relief with respect to the Borrower or any of its Subsidiaries under the Federal Bankruptcy Code, (A) the obligation of each Lender to make Advances shall automatically be terminated and (B) the Advances, all such interest and all such amounts shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by the Borrower.

ARTICLE VII
THE AGENT

	Section 7.01     Authorization and Action. Each Lender hereby appoints and
authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Agent by the terms hereof, together with such powers as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the Advances and other amounts owing hereunder), the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Majority Lenders, and such instructions shall be binding upon all Lenders; provided, however, that the Agent shall not be required to take any action which exposes the Agent to personal liability or which is contrary to this Agreement or applicable law. The Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement.
	Section 7.02     Agent's Reliance, Etc. Neither the Agent nor any of its
directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent: (i) may treat the payee of any Advance as the holder thereof until the Agent receives and accepts an Assignment and Acceptance entered into by the Lender which is the payee of such Advance, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07; (ii) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representat ions (whether written or oral) made in or in connection with this Agreement; (iv) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement on the part of the Borrower or to inspect the property (including the books and records) of the Borrower; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; and (vi) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier, telegram, or delivery) believed by it to be genuine and signed or sent by the proper party or parties.
	Section 7.03     CUSA and Affiliates. With respect to its Commitment, the
Advances made by it, CUSA shall have the same rights and powers under this Agreement as any other Lender and may exercise the same as though it were not the Agent; and the term "Lender" or "Lenders" shall, unless otherwise expressly indicated, include CUSA in its individual capacity. CUSA and its affiliates may accept deposits from, lend money to, act as trustee under indentures of, and generally engage in any kind of business with, the Borrower, any of their respective subsidiaries and any Person who may do business with or own securities of the Borrower or any such subsidiary, all as if CUSA were not the Agent and without any duty to account therefor to the Lenders.
	Section 7.04     Lender Credit Decision. Each Lender acknowledges that it
has, independently and without reliance upon the Agent or any other Lender and based on the financial statements referred to in Section 4.01 and such other documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Agent 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 this Agreement.
	Section 7.05     Indemnification. The Lenders agree to indemnify the Agent
(to the extent not reimbursed by the Borrower), ratably according to the respective principal amounts of the A Advances then held by each of them (or if no A Advances are at the time outstanding or if any A Advances are held by Persons which are not Lenders, ratably according to the respective amounts of their Commitments), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Agent in any way relating to or arising out of this Agreement or any action taken or omitted by the Agent under this Agreement, provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Agent's gross negligence or willful misconduct. Without limitation of the foregoing, each Lender agrees to reimburse the Age nt promptly upon demand for its ratable share of any out-of-pocket expenses (including counsel fees) incurred by the Agent in connection with the preparation, execution, delivery, administration, syndication, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, to the extent that the Agent is not reimbursed for such expenses by the Borrower.
	Section 7.06     Successor Agent. The Agent may resign at any time by giving
written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the Majority Lenders. Upon any such resignation or removal, the Majority Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Majority Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent which shall be a commercial bank organized under the laws of the United States of America or of any State thereof or any Bank and, in each case having a combined capital and surplus of at least $50,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agen t shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

ARTICLE VIII
MISCELLANEOUS

	Section 8.01     Amendments, Etc. No amendment or waiver of any provision
of this Agreement, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01, (b) increase the Commitments of the Lenders (except pursuant to Section 2.18) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, the A Advances or any fees or other amounts payable hereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the A Advances or any fees or other amounts payable hereunder (except pursuant to Section 2.16), (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of the A Advances, or the number of Lenders, which shall be required for the Lenders or any of them to take any action hereunder, or (f) amend Section 2.16, Section 2.18 or this Section 8.01; and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Agent under this Agreement; and provided further, that no amendment, modification, termination or waiver of the principal amount of any B Advance or payments or prepayments by the Borrower in respect thereof, the scheduled maturity dates of any B Advance, the dates on which interest is payable and decreases in interest rates borne by B Advances shall be effective without the written concurrence of the Lender which has funded such B Advance and provided, further that no amendment of Section 2.19 shall be effective without the written consent of each Granting Lender, all or any part of whose outstanding Loans is being funded by an SPC at the time of such amendment.
	Section 8.02     Notices, Etc. All notices and other communications provided
for hereunder shall be in writing (including telecopier communication) and mailed, telecopied or delivered, if to the Borrower, at its address at Computer Sciences Corporation, 2100 East Grand Avenue, El Segundo, California, 90245, Attention: Leon J. Level; if to any Bank, at its Domestic Lending Office specified opposite its name on Schedule I hereto; if to any other Lender, at its Domestic Lending Office specified in the Assignment and Acceptance pursuant to which it became a Lender; and if to the Agent, (A) for all notices and communications relating to borrowings or repayments, including, without limitation, any Notice of Borrowing, Notice of Conversion/Continuation or notice of repayment or prepayment, at its address at Citicorp USA, Inc., c/o Citibank Agency Services, 2 Penns Way, Suite 200, New Castle, Delaware 19720, Attention: Janet Wallace, and (B) for all other notices and communications at its address at Citicorp USA, Inc., 787 West 5th Street, 27th Floor, Los Angeles, California 90071, Attent ion: Walter Larsen; or, as to the Borrower or the Agent, at such other address as shall be designated by such party in a written notice to the other parties and, as to each other party, at such other address as shall be designated by such party in a written notice to the Borrower and the Agent. All such notices and communications shall, when personally delivered, mailed or telecopied, be effective when personally delivered, after five (5) days after being deposited in the mails, or confirmed by telecopier, respectively, except that notices and communications to the Agent pursuant to Article II or VII shall not be effective until received by the Agent.
	Section 8.03     No Waiver; Remedies. No failure on the part of any Lender
or the Agent to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.
	Section 8.04     Costs, Expenses and Indemnification.
	(a)     The Borrower agrees to pay promptly on demand all reasonable costs and
out-of-pocket expenses of Agent in connection with the preparation, execution, delivery, administration, syndication, modification and amendment of this Agreement, and the other documents to be delivered hereunder or thereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Agent with respect thereto and with respect to advising the Agent as to its rights and responsibilities hereunder. The Borrower further agrees to pay promptly on demand all costs and expenses of the Agent and of each Lender, if any (including, without limitation, reasonable counsel fees and out-of-pocket expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the other documents to be delivered hereunder, including, without limitation, reasonable counsel fees and out-of-pocket expenses in connection with the enforcement of rights under this Section 8.04(a).
	(b)     If any payment of principal of any Eurodollar Rate Advance or B Advance
extended to the Borrower is made other than on the last day of the interest period for such Advance, as a result of a payment pursuant to Section 2.06 or acceleration of the maturity of the Advances pursuant to Section 6.01 or for any other reason, the Borrower shall, upon demand by any Lender (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses which it may reasonably incur as a result of such payment, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance.
	(c)     The Borrower agrees to indemnify and hold harmless the Agent, each
Lender and each director, officer, employee, agent, attorney and affiliate of the Agent and each Lender (each an "indemnified person") in connection with any expenses, losses, claims, damages or liabilities to which the Agent, a Lender or such indemnified persons may become subject, insofar as such expenses, losses, claims, damages or liabilities (or actions or other proceedings commenced or threatened in respect thereof) arise out of the transactions referred to in this Agreement or arise from any use or intended use of the proceeds of the Advances, or in any way arise out of activities of the Borrower that violate Environmental Laws, and to reimburse the Agent, each Lender and each indemnified person, upon their demand, for any reasonable legal or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any such loss, claim, damage, liability, or action or other proceeding, whether commenced or threatened (whether or not the Agent, such Lender or any such per son is a party to any action or proceeding out of which any such expense arises). Notwithstanding the foregoing, the Borrower shall have no obligation hereunder to an indemnified person with respect to indemnified liabilities which have resulted from the gross negligence, bad faith or willful misconduct of such indemnified person.

Section 8.05     Right of Set-off. Upon (i) the occurrence and during the

continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Agent to declare the Advances due and payable pursuant to the provisions of Section 6.01, each Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (time or demand, provisional or final, or general, but not special) at any time held and other indebtedness at any time owing by such Lender or any Affiliate thereof 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 that are then due and payable, whether or not such Lender shall have made any demand under this Agreement, and each such Affiliate is hereby irrevocably authorized to permit such setoff and application. Each Lender agrees promptly to notify the Borrower after any such set-off and application made by such Lend er, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) which such Lender may have.

Section 8.06     Binding Effect. This Agreement shall be deemed to have been

executed and delivered when it shall have been executed by the Borrower and the Agent and when the Agent shall have been notified by each Bank that such Bank has executed it and thereafter shall be binding upon and inure to the benefit of the Borrower, the Agent and each Lender and their respective successors and permitted assigns, except that the Borrower shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of all Lenders. At the time of the effectiveness of this Agreement, (i) this Agreement shall supersede the Existing Amended and Restated Credit Agreement and (ii) the Existing Amended and Restated Credit Agreement shall automatically terminate and be of no further force and effect.

	Section 8.07     Assignments and Participations.
	(a)     Each Lender may assign to one or more Eligible Assignees all or a portion
of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the A Advances owing to it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement (other than any B Advances), (ii) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of each of the assigning Lender and the Eligible Assignee party to such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not be less than $10,000,000, (iii) each such assignment shall be to an Eligible Assignee, and (iv) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, and a processing and recordation fee of $3,500. Upon such ex ecution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). Any Lender may at any time pledge or assign all or any portion of its rights hereunder to any Affiliate of such Lender or any Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder.
	(b)     By executing and delivering an Assignment and Acceptance, the Lender
assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under this Agreement or any other instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the financial statements referred to in Secti on 4.01, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee will, independently and without reliance upon the Agent, such assigning Lender 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 this Agreement; (v) such assignee confirms that it is an Eligible Assignee; (vi) such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Agent by the terms hereof, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender.
	(c)     The Agent shall maintain at its address referred to in Section 8.02 a copy
of each Assignment and Acceptance delivered to and accepted by it and a register for the recordation of the names and addresses of the Lenders and the Commitment of, the Commitment Termination Date of, and, with respect to the Borrower, principal amount of the Advances owing to, each Lender from time to time (the "Register"). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Agent and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.
	(d)     Within five days of its receipt of an Assignment and Acceptance executed
by an assigning Lender and an assignee representing that it is an Eligible Assignee (together with a processing and recordation fee of $3,500 with respect thereto) and upon consent of the Borrower thereto, which consent shall not be unreasonably withheld, the Agent shall, if such Assignment and Acceptance has been completed and is in substantially the form of Exhibit B hereto, (1) accept such Assignment and Acceptance and (2) record the information contained therein in the Register. All communications with the Borrower with respect to such consent of the Borrower shall be either sent pursuant to Section 8.02 or sent to the following: CSC Enterprises, 2100 E. Grand Avenue, El Segundo, California 90245, Attention: Leon J. Level, Telephone No.: (310) 615-1728, Facsimile No.: (310) 322-9767.
	(e)     Each Lender may assign to one or more banks or other entities any B
Advance or B Advances made by it.
	(f)     Each Lender may sell participations to one or more banks or other entities
in or to all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owing to it; provided, however, that (i) such Lender's obligations under this Agreement (including, without limitation, its Commitment to the Borrower hereunder) shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) such Lender shall remain the holder of any such Advance for all purposes of this Agreement, (iv) the Borrower, the Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement, and (v) no Lender shall grant any participation under which the participant shall have rights to require such Lender to take or omit to take any action hereunder or approve any amendment to or waiver of this Agreement, except to the e xtent such amendment or waiver would: (A) extend the Termination Date of such Lender; or (B) reduce the interest rate or the amount of principal or fees applicable to Advances or the Commitment in which such participant is participating.
	(g)     Any Lender may, in connection with any assignment or participation or
proposed assignment or participation pursuant to this Section 8.07, disclose to the assignee or participant or proposed assignee or participant, any information relating to the Borrower furnished to such Lender by or on behalf of the Borrower; provided that, prior to any such disclosure, the assignee or Participant or proposed assignee or participant shall agree to preserve the confidentiality of any confidential information relating to the Borrower received by it from such Lender.

	Section 8.08     Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York.

	Section 8.09     Execution in Counterparts. This Agreement may be
executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

Section 8.10     Consent to Jurisdiction; Waiver of Immunities. The

Borrower hereby irrevocably submits to the jurisdiction of any New York state or Federal court sitting in New York, New York in any action or proceeding arising out of or relating to this Agreement, and the Borrower hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such New York state or Federal court. The Borrower hereby irrevocably waives, to the fullest extent they may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. The Borrower 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 Section 8.10 shall affect the right of any Lender or Agent to serve legal process in any other manner permitted by law or affect the right of any Lender or Agent to bring any action or proceeding against the Borrower or its property in the courts of any other jurisdiction.

Section 8.11     Waiver of Trial by Jury. THE BORROWER, THE BANKS,

THE AGENT AND, BY ITS ACCEPTANCE OF THE BENEFITS HEREOF, OTHER LENDERS HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT. The scope of this waiver is intended to be all-encompassing of any and all disputes that may be filed in any court and that relate to the subject matter of this transaction, including without limitation contract claims, tort claims, breach of duty claims and all other common law and statutory claims. Each of the Borrower, the Banks, the Agent and, by its acceptance of the benefits hereof, other Lenders (i) acknowledges that this waiver is a material inducement for the Borrower, the Lenders and the Agent to enter into a business relationship, that the Borrower, the Lenders and the Agent have already relied on this waiver in entering into this Agreement or accepting the benefits thereof, as the case may be, and that each will continue to rely on this waiver in their related future dealings and (ii ) further warrants and represents that it has reviewed this waiver with its legal counsel, and that it knowingly and voluntarily waives its jury trial rights following consultation with legal counsel. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT. In the event of litigation, this Agreement may be filed as a written consent to a trial by the court.

	Section 8.12     Survival of Warranties. All agreements, representations and
warranties made in this Agreement shall survive the execution and delivery of this Agreement and any increase in the Commitments under this Agreement.
	Section 8.13     Severability. In case any provision in or obligation under this
Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.
	Section 8.14     Headings Section and subsection headings in this Agreement
are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose or be given any substantive effect.

SCHEDULE I

APPLICABLE LENDING OFFICES

Bank	Domestic Lending Office	Eurodollar Lending Office
Banca Commerciale Italiana (Los Angeles Foreign Branch)	Banca Commerciale Italiana (N.Y. Branch) One South William Street New York, NY 10004 Attention: Brigitte Sacin Telephone No. (212) 607-3899 Facsimile No. (212) 809-2124	Banca Commerciale Italiana (N.Y. Branch) One South William Street New York, NY 10004 Attention: Brigitte Sacin Telephone No. (212) 607-3899 Facsimile No. (212) 809-2124
Banca di Roma	Banca di Roma One Market Street, Steuart Tower Suite 1000 San Francisco, CA 94105 Attention: Rick Dietz Telephone No.: (415) 977-7310 Facsimile No.: (415) 357-9869	Banca di Roma One Market Street, Steuart Tower Suite 1000 San Francisco, CA 94105 Attention: Rick Dietz Telephone No.: (415) 977-7310 Facsimile No.: (415) 357-9869
Banca Nazionale del Lavoro	Banca Nazionale del Lavoro S.p.A. New York Branch 25 W. 51st St. New York, NY 10019 Attention: Giulio Giovine Telephone No. (212) 314-0239 Facsimile: (212) 765-2978	Banca Nazionale del Lavoro S.p.A. New York Branch 25 W. 51st St. New York, NY 10019 Attention: Giulio Giovine Telephone No.: (212) 314-0239 Facsimile No.: (212) 765-2978
ING (U.S.) Capital, LLC	ING (U.S.) Capital, LLC 135 Avenue of the Americas New York, NY 10055 Attention: Pamela Kaye Telephone No.: (646) 424-8246 Facsimile No.: (646) 424-8254	ING (U.S.) Capital, LLC 135 Avenue of the Americas New York, NY 10055 Attention: Pamela Kaye Telephone No.: (646) 424-8246 Facsimile No.: (646) 424-8254
The Bank of New York	The Bank of New York One Wall Street, 2nd Floor New York, NY 10005 Attention: Dawn Hertling Telephone No.: (212) 635-6742 Facsimile No.: (212) 635-6933	The Bank of New York One Wall Street, 2nd Floor New York, NY 10005 Attention: Dawn Hertling Telephone No.: (212) 635-6742 Facsimile No.: (212) 635-6933
The Bank of Nova Scotia	The Bank of Nova Scotia 580 California Street San Francisco, CA 94104 Attention: Ed Kofman Telephone No.: (415) 986-1100 Facsimile No.: (415) 397-0791	The Bank of Nova Scotia 580 California Street San Francisco, CA 94104 Attention: Ed Kofman Telephone No.: (415) 986-1100 Facsimile No.: (415) 397-0791
Citicorp USA, Inc.	Citicorp USA, Inc. Citibank Agency Services 2 Penns Way, Suite 200 New Castle, DE 19720 Attention: Janet Wallace Telephone No: (302) 894-6029 Facsimile No: (302) 894-6120	Citicorp USA, Inc. Citibank Agency Services 2 Penns Way, Suite 200 New Castle, DE 19720 Attention: Janet Wallace Telephone No: (302) 894-6029 Facsimile No.: (302) 894-6120
Dresdner Bank AG	Dresdner Bank AG, New York Branch Grand Cayman Branch 75 Wall Street New York, NY 10005 Attention: Thomas A. Lowe Telephone No.: (212) 429-3037 Facsimile No.: (212) 429-2780	Dresdner Bank AG, New York Branch Grand Cayman Branch 75 Wall Street New York, NY 10005 Attention: Thomas A. Lowe Telephone No.: (212) 429-3037 Facsimile No.: (212) 429-2780
Bank One, NA (fka) The First National Bank of Chicago	The First National Bank of Chicago One First National Plaza Chicago, IL 60670 Attention: Sharon Bosh Telephone No.: (312) 732-5694 Facsimile No.: (312) 732-4840	The First National Bank of Chicago One First National Plaza Chicago, IL 60670 Attention: Sharon Bosh Telephone No.: (312) 732-5694 Facsimile No.: (312) 732-4840
First Union National Bank	First Union National Bank 301 S. College St. Mail Code: NC1183 Charlotte, NC 28288 Attention: Todd Tucker Telephone No.: (704) 383-0905 Facsimile No.: (704) 383-7999	First Union National Bank 301 S. College St. Mail Code: NC1183 Charlotte, NC 28288 Attention: Todd Tucker Telephone No.: (704) 383-0905 Facsimile No.: (704) 383-7999
Mellon Bank, N.A.	Mellon Bank, N.A. Three Mellon Center, Room 1203 Pittsburgh, PA 15259 Attention: Loan Administration Telephone No.: (412) 234-7365 Facsimile No.: (412) 209-6122	Mellon Bank, N.A. Three Mellon Center, Room 1203 Pittsburgh, PA 15259 Attention: Loan Administration Telephone No.: (412) 234-7365 Facsimile No.: (412) 209-6122
Revolving Commitment Vehicle Corporation	Morgan Guaranty Trust Company of New York 270 Park Avenue New York, NY 10017 Attention: John Kowalczuk Telephone No.: (212) 270-6782 Facsimile No.: (212) 270-4584	Revolving Commitment Vehicle Corporationc/o J.P. Morgan Services Inc. Euro-Loan Servicing Unit 500 Stanton Christiana Road Newark, DE 19713-2107 Attention: T'Sean Laws, Credit Operations, 3/ops2 Telephone No. (302) 634-4512 Facsimile No.: (302) 634-1852
National Westminster Bank, Plc	National Westminister Bank, Plc New York Branch 65 East 55th Street, 24th Floor New York, NY 10022 Attention: Sheila Shaw, Commercial Loans Telephone No.: (212) 401-1406/1424 Facsimile No.: (212) 401-1494	National Westminister Bank, Plc New York Branch 65 East 55th Street, 24th Floor New York, NY 10022 Attention: Sheila Shaw, Commercial Loans Telephone No.: (212) 401-1406/1424 Facsimile No.: (212) 401-1494
Standard Chartered Bank	Standard Chartered Bank 7 World Trade Center New York, NY 10048 Attention: Larry Fitzgerald Telephone No.: (212) 667-0107 Facsimile No.: (212) 667-0568	Standard Chartered Bank 7 World Trade Center New York, NY 10048 Attention: Larry Fitzgerald Telephone No.: (212) 667-0107 Facsimile No.: (212) 667-0568
Wells Fargo Bank	Wells Fargo Bank 707 Wilshire Boulevard, 16th Floor MAC 2818-165 Los Angeles, CA 90017 Attention: Catherine Wallace Telephone No.: (213) 614-4763 Facsimile No.: (213) 614-2569	Wells Fargo Bank 707 Wilshire Boulevard, 16th Floor MAC 2818-165 Los Angeles, CA 90017 Attention: Catherine Wallace Telephone No.: (213) 614-4763 Facsimile No.: (213) 614-2569
Den Danske Bank Aktieselskab	Den Danske Bank Aktieselskab c/o Den Dankse Bank, New York Branch 280 Park Avenue, 4th Floor East Building New York, New York 10017	Den Danske Bank Aktieselskab c/o Den Dankse Bank, New York Branch 280 Park Avenue, 4th Floor East Building New York, New York 10017

SCHEDULE II
PROPERTY OF BORROWER AND ITS SUBSIDIARIES

		Approximate
	Address	Square Footage	Acreage
1.	301 Harper Drive Moorestown, NJ	41,000	4.2
2.	3001 Centreville Road Herndon, VA	87,000	16.5
3.	2100 E. Grand Avenue El Segundo, CA	206,000	5.9
4.	304 W. Route 38 Moorestown, NJ	65,865	5.5
5.	300 Fellowship Road Mt. Laurel, NJ	12,000	8.3
6.	3170 Fairview Park Drive Falls Church, VA	285,408	11.1
7.	100 Winnenden Road Norwich, CT	149,000	51.0
8.	9305 Lightwave San Diego, CA	161,000	9.5
9.	460 Pacific Highway St. Leonards, Australia	63,355	1.0
10.	2 Crawford Drive Nowra, Australia	2,500	0.2
11.	1500 S. Edgewood Street Baltimore, MD	20,000	3.9
12.	45154 Underwood Lane Sterling, VA	45,000	5.4
13.	71 Deerfield Lane Meriden, CT	118,000	18.0
14.	9500 Arboretum Boulevard Austin, TX	187,000	5.4
15.	Retortevj 8 Copenhagen, Denmark	360,000	11.8
16.	Oldenborg Alle 1 Copenhagen, Denmark	140,000	3.4
17.	21-25 Church Street West Woking, Surrey, United Kingdom	9,600	0.3
18.	645 Paper Mill Road Newark, DE	179,400
19.	Lodgehouse, Vinters Park Maidstone, United Kingdom	79,000	11.3
20	221 Henderson Road Singapore	60,691	1.0
21.	Topsail Plaza 11 Sum Street Shatin NT, Hong Kong	73,000
22.	19 Chaoyanmen Wai Avenue Beijing, China	5,312
23.	#2 Consolate Avenue Chendu, China	2,000
24.	836 Dong Feng Road East Guangzhou, China	6,000
25.	Parlevinkerweg 1 Venlo, Netherlands	37,660
26.	Aldershot, United Kingdom		35.0
27.	10301 Wilson Boulevard, Blythwood, SC	861,000	143.3

Schedule III
Lender's Commitments

Lender	Commitment
Citicorp USA, Inc.	$36,250,000
Bank One NA	$33,750,000
Wells Fargo Bank	$24,000,000
First Union National Bank	$21,250,000
National Westminster Bank	$11,750,000
ING (U.S.) Capital, LLC	$11,750,000
Dresdner Bank AG	$11,750,000
Banca Di Roma	$16,500,000
The Bank of New York	$28,750,000
Mellon Bank N.A.	$28,750,000
Banco Nationale del Lavoro	$11,750,000
The Bank of Nova Scotia	$19,250,000
Revolving Commitment Vehicle Corporation	$33,750,000
Den Denske Bank	$12,500,000
Standard Chartered Bank	$19,250,000
Total Commitments:	$321,000,000

EX-10.25

 U.S. $316,500,000

SECOND AMENDED AND RESTATED CREDIT AGREEMENT
(Short Term Facility)

Dated as of August 16, 2001

Among

COMPUTER SCIENCES CORPORATION

as Borrower

and

THE BANKS NAMED HEREIN

as Lenders

and

CITICORP USA, INC.

as Administrative Agent

and

SALOMON SMITH BARNEY INC.

as Arranger

TABLE OF CONTENTS
		Page
ARTICLE I DEFINITIONS AND ACCOUNTING TERMS
Section 1.01	Certain Defined Terms	1
Section 1.02	Computation of Time Periods	11
Section 1.03	Accounting Terms	11

ARTICLE II AMOUNTS AND TERMS OF THE ADVANCES
Section 2.01	The A Advances	11
Section 2.02	Making the A Advances	12
Section 2.03	The B Advances	14
Section 2.04	Fees	17
Section 2.05	Termination and Reduction of the Commitments	18
Section 2.06	Repayment and Prepayment of A Advances	18
Section 2.07	Interest on A Advances	19
Section 2.08	Interest Rate Determination	19
Section 2.09	Voluntary Conversion or Continuation of A Advances	20
Section 2.10	Increased Costs	20
Section 2.11	Payments and Computations	21
Section 2.12	Taxes	22
Section 2.13	Sharing of Payments, Etc	24
Section 2.14	Evidence of Debt	24
Section 2.15	Use of Proceeds	25
Section 2.16	Extension of the Commitment Termination Date	25
Section 2.17	Substitution of Lenders	26
Section 2.18	Increased Commitments; Additional Lenders.	26
Section 2.19	Term Loan	27
Section 2.20	Special Purpose Funding Vehicles.	28

ARTICLE III CONDITIONS OF LENDING
Section 3.01	Condition Precedent to Second Amended and Restated Effective Date	28
Section 3.02	Conditions Precedent to Each A Borrowing	29
Section 3.03	Conditions Precedent to Each B Borrowing	29

ARTICLE IV REPRESENTATIONS AND WARRANTIES
Section 4.01	Representations and Warranties of the Borrower	30

ARTICLE V COVENANTS
Section 5.01	Affirmative Covenants of the Borrower	33
Section 5.02	Negative Covenants of the Borrower	36

ARTICLE VI EVENTS OF DEFAULT
Section 6.01	Events of Default	38

ARTICLE VII THE AGENT
Section 7.01	Authorization and Action	41
Section 7.02	Agent's Reliance, Etc	41
Section 7.03	CUSA and Affiliates	41
Section 7.04	Lender Credit Decision	42
Section 7.05	Indemnification	42
Section 7.06	Successor Agent	42

ARTICLE VIII MISCELLANEOUS
Section 8.01	Amendments, Etc	43
Section 8.02	Notices, Etc	43
Section 8.03	No Waiver; Remedies	44
Section 8.04	Costs, Expenses and Indemnification	44
Section 8.05	Right of Set-off	45
Section 8.06	Binding Effect	45
Section 8.07	Assignments and Participations	45
Section 8.08	Governing Law	47
Section 8.09	Execution in Counterparts	47
Section 8.10	Consent to Jurisdiction; Waiver of Immunities	48
Section 8.11	Waiver of Trial by Jury	48
Section 8.12	Survival of Warranties	48
Section 8.13	Severability	48
Section 8.14	Headings	48

SCHEDULES
Schedule I	List of Applicable Lending Offices
Schedule II	Property of the Borrower and its Subsidiaries
Schedule III	Lenders' Commitments

EXHIBITS
Exhibit A-1	Form of Notice of A Borrowing
Exhibit A-2	Form of Notice of B Borrowing
Exhibit B	Form of Assignment and Acceptance
Exhibit C	Form of Opinion of Howard D. Fisk, Esq., Counsel for the Borrower
Exhibit D	Form of Extension Request

SECOND AMENDED AND RESTATED CREDIT AGREEMENT
(Short Term Facility)

Dated as of August 16, 2001

	This Second Amended and Restated Credit Agreement is
entered into as of August 16, 2001, among Computer Sciences Corporation, a Nevada corporation (the "Borrower"), the financial institutions (the "Banks") listed on Schedule III hereof, and Citicorp USA, Inc. ("CUSA"), as administrative agent (the "Agent") for the Lenders hereunder.
	WHEREAS, the Borrower, CSC Enterprises, a Delaware general partnership (the
"Partnership"), the Banks, and the Agent entered into the Amended and Restated Credit Agreement (Long Term Facility) as of August 18, 2000 (the "Existing Amended and Restated Credit Agreement");
	WHEREAS, the Partnership and the Borrower have requested modification of
the terms of the Existing Amended and Restated Credit Agreement in several respects, including deletion of the Partnership as a borrower; and
	WHEREAS, the Lenders, the Borrower, the Partnership and the Agent have
entered into an Amendment Agreement dated as of August 16, 2001 pursuant to which the Existing Amended and Restated Credit Agreement has been amended and restated (the "Second Amended and Restated Credit Agreement").
	NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, the Borrower, the Lenders and the Agent agree as follows:

ARTICLE 1
DEFINITIONS AND ACCOUNTING TERMS

		Section 1.01     Certain Defined Terms. As used in this Agreement, the
following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):
		"A Advance" means an advance by a Lender to the Borrower as part of an A
	Borrowing and refers to a Base Rate Advance or a Eurodollar Rate Advance, each of which shall be a "Type" of A Advance.
		"A Borrowing" means a borrowing consisting of A Advances of the same Type
	made on the same day to the Borrower pursuant to the same Notice of A Borrowing by each of the Lenders pursuant to Section 2.01.
		"Adjusted Eurodollar Rate" means, for any Interest Period for each Eurodollar
	Rate Advance comprising part of the same A Borrowing, an interest rate per annum equal to the rate per annum obtained by dividing (i) (A) the rate per annum (rounded upward to the nearest 1/16 of one percent) that appears on the Dow Jones Markets (Telerate) page 3750 (or such other comparable page as may, in the opinion of Agent, replace such page for the purpose of displaying such rate) with maturities comparable to such Interest Period as of approximately 11:00 a.m. (London time) two Business Days before the first day of such Interest Period or (B) if such rate is not available at such time for any reason, the arithmetic average (rounded upward to the nearest 1/16 of one percent) of the offered quotations, if any, to first class banks in the London interbank market by Citibank for Dollar deposits of amounts in same day funds comparable to the principal amount of CUSA's Eurodollar Rate Advance for which the Adjusted Eurodollar Rate is then being determined with maturities comparable to such Interest Peri od as of approximately 11:00 A.M. (London time) two Business Days before the first day of such Interest Period by (ii) a percentage equal to 100% minus the Eurodollar Rate Reserve Percentage.
		"Advance" means an A Advance or a B Advance.
		"Affiliate" means, as to any Person, any other Person that, directly or indirectly,
	controls, is controlled by or is under common control with such Person or is a director or executive officer (as such term is used in Regulation S-K promulgated under the Securities Act of 1933, as amended) of such Person.
		"Agreement" means this Second Amended and Restated Credit Agreement, as this
	Second Amended and Restated Credit Agreement may be amended, supplemented or otherwise modified from time to time.
		"Applicable Lending Office" means, with respect to each Lender, such Lender's
	Domestic Lending Office in the case of a Base Rate Advance, and such Lender's Eurodollar Lending Office in the case of a Eurodollar Rate Advance and, in the case of a B Advance, the office of such Lender notified by such Lender to the Agent as its Applicable Lending Office with respect to such B Advance.
		"Applicable Margin" means, for any period for which any interest payment is to
	be made with respect to any Eurodollar Rate Advance, the interest rate per annum derived by dividing (i) the sum of the Daily Margins for each of the days included in such period by (ii) the number of days included in such period.
		"Assignment and Acceptance" means an assignment and acceptance entered into
	by a Lender and an Eligible Assignee, and accepted by the Agent, in substantially the form of Exhibit B hereto.
		"B Advance" means an advance by a Lender to the Borrower as part of a B
	Borrowing resulting from the auction bidding procedure described in Section 2.03.
		"B Borrowing" means a borrowing consisting of B Advances made on the same
	day to the Borrower pursuant to the same Notice of B Borrowing by each of the Lenders whose offer to make one or more B Advances as part of such borrowing has been accepted by the Borrower under the auction bidding procedure described in Section 2.03.
		"B Reduction" has the meaning specified in Section 2.01.
		"Base Rate" means, for any period, a fluctuating interest rate per annum as shall
	be in effect from time to time which rate per annum shall at all times be equal to the highest of:
			(a)     the rate of interest announced publicly by Citibank in New
		York, New York, from time to time, as Citibank's base rate;
			(b)     the sum of (A) 1/2 of one percent per annum plus (B) the
		rate obtained by dividing (x) the latest three-week moving average of secondary market morning offering rates in the United States for three-month certificates of deposit of major United States money market banks (such three-week moving average being determined weekly by Citibank on the basis of such rates reported by certificate of deposit dealers to and published by the Federal Reserve Bank of New York or, if such publication shall be suspended or terminated, on the basis of quotations for such rates received by Citibank, in either case adjusted to the nearest 1/4 of one percent or, if there is no nearest 1/4 of one percent, to the next higher 1/4 of one percent), by (y) a percentage equal to 100% minus the average of the daily percentages specified during such three-week period by the Board of Governors of the Federal Reserve System for determining the maximum reserve requirement (including, but not limited to, any marginal reserve requirements for Citibank in respect of liabilities consistin g of or including (among other liabilities) three-month nonpersonal time deposits of at least $100,000), plus (C) the average during such three-week period of the daily net annual assessment rates estimated by Citibank for determining the current annual assessment payable by Citibank to the Federal Deposit Insurance Corporation for insuring three-month deposits in the United States; or
			(c)     1/2 of one percent per annum above the Federal Funds
		Rate.
		"Base Rate Advance" means an A Advance which bears interest as provided in
	Section 2.07(a).
		"Borrower" means Computer Sciences Corporation, a Nevada corporation.
		"Borrowing" means an A Borrowing or a B Borrowing.
		"Business Day" means a day of the year on which banks are not required or
	authorized to close in New York City and, if the applicable Business Day relates to any Eurodollar Rate Advances, on which dealings are carried on in the London interbank market.
		"Capital Lease" means, with respect to any Person, any lease of any property by
	that Person as lessee which would, in conformity with GAAP, be required to be accounted for as a capital lease on the balance sheet of that Person.
		"Citibank" means Citibank, N.A.
		"Code" means the Internal Revenue Code of 1986, as amended.
		"Commercial Paper" means commercial paper issued by the Borrower from time
	to time.
		"Commitment" has the meaning specified in Section 2.01.
		"Commitment Termination Date" means, with respect to any Lender,
	August 20, 2004, or such later date to which the Commitment Termination Date of such Lender may be extended from time to time pursuant to Section 2.16 (or if any such date is not a Business Day, the next preceding Business Day).
		"Consolidated EBITDA" means, for any period (i) the sum of (A) net income,
	plus (B) taxes on income, plus (C) net interest expense, plus (D) depreciation expense, plus (E) amortization expense of goodwill, financing costs and other intangibles, plus (F) extraordinary losses, plus (G) other non-cash charges to the extent deducted from net income, minus extraordinary gains.
		"Consolidated Total Capitalization" means, as of any date of determination,
	the sum of (a) consolidated stockholders' equity of the Borrower and its Subsidiaries determined in accordance with GAAP, (b) Consolidated Total Debt and (c) Equity-linked Debt.
		"Consolidated Total Debt" means, as of any date of determination, all Debt
	(excluding Equity-linked Debt) of the Borrower and its Subsidiaries on a consolidated basis.
		"Convert," "Conversion" and "Converted" each refers to a conversion of A
	Advances of one Type into A Advances of another Type pursuant to Section 2.09.
		"Daily Margin" means, for any date of determination, the interest rate per annum
	set forth in the table below that corresponds to (i) the Level applicable to such date of determination and (ii) the Utilization Ratio applicable to such date of determination:

	Daily Margin when Utilization Ratio is equal to or less than 0.35:1.00	Daily Margin when Utilization Ratio is greater than 0.35:1.00 but less than or equal to 0.65:1.00	Daily Margin when Utilization Ratio is greater than 0.65:1.00
Level 1	0.145%	0.195%	0.32%
Level 2	0.17%	0.22%	0.345%
Level 3	0.25%	0.35%	0.60%
Level 4	0.325%	0.425%	0.675%

For purposes of this definition, (a) "Utilization Ratio" means, as of any date of

determination, the ratio of (1) the aggregate outstanding principal amount of all Advances as of such date to (2) the aggregate amount of all Commitments in effect as of such date (whether used or unused and without giving effect to any B Reduction), (b) if any change in the Rating established by S&P or Moody's shall result in a change in the Level, the change in the Daily Margin shall be effective as of the date on which such rating change is publicly announced (in the case of a public rating) or is disclosed to the Borrower (in the case of a private rating), (c) if Ratings are unavailable from both S&P and Moody's for any reason for any day, then the applicable Level for such day shall be deemed to be Level 4 (or, if the Majority Lenders consent in writing, such other Level as may be reasonably determined by the Majority Lenders from a rating with respect to Long-Term Debt of the Borrower for such day established by another rating agency reasonably acceptable to the Majority Lenders) and (d) if a Rating is not available from S&P or Moody's (but not both) for any reason for any day, then the applicable Level shall be set by reference to the Rating of S&P or Moody's that is available for such day.

	"Debt" means, with respect to any Person, (i) indebtedness of such Person for
borrowed money, (ii) obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (iii) obligations of such Person to pay the deferred purchase price of property or services, excluding trade payables or accrued expenses arising in the ordinary course of business, (iv) obligations of such Person as lessee under Capital Leases, and (v) obligations of such Person under direct or indirect guaranties in respect of, and obligations of such Person (contingent or otherwise) to purchase or otherwise acquire, or otherwise to assure a creditor against loss in respect of, indebtedness or obligations of others of the kinds referred to in clauses (i) through (iv) above; provided that "Debt" shall not include borrowings against the cash surrender value of life insurance policies covering employees of the Borrower or its Affiliates and owned by the Borrower so long as (x) recourse for such borrowings is limited to such policies and the proceeds thereof and (y) any value assigned to such policies on the consolidated financial statements of the Borrower and its Subsidiaries is net of the amount of such borrowings.
	"Domestic Lending Office" means, with respect to any Lender, the office of such
Lender specified as its "Domestic Lending Office" opposite its name on Schedule I hereto or in the Assignment and Acceptance pursuant to which it became a Lender, or such other office of such Lender as such Lender may from time to time specify to the Borrower and the Agent.
	"Eligible Assignee" means any financial institution or entity engaged in the
business of extending revolving credit approved in writing by the Borrower and the Agent as an Eligible Assignee for purposes of this Agreement, provided that the Borrower's and the Agent's approval shall not be unreasonably withheld, and provided further that no such approval shall be required in the case of an assignment by a Bank to an Affiliate of such Bank.
	"Environmental Law" means any and all statutes, laws, regulations,
ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or other governmental restrictions of any federal, state or local governmental authority within the United States or any State or territory thereof and which relate to the environment or the release of any materials into the environment.
	"Equity-linked Debt" means Debt that is required to be converted at,
or prior to, maturity into equity securities of the Borrower.
	"ERISA" means the Employee Retirement Income Security Act of 1974,
as amended from time to time, and the regulations promulgated and rulings issued thereunder.
	"ERISA Affiliate" means any Person who for purposes of Title IV
of ERISA is a member of the Borrower's controlled group, or under common control with the Borrower, within the meaning of Section 414 of the Code and the regulations promulgated and rulings issued thereunder.
	"ERISA Event" means (i) the occurrence of a reportable event, within the
meaning of Section 4043 of ERISA, unless the 30-day notice requirement with respect thereto has been waived by the PBGC; (ii) the provision by the administrator of any Pension Plan of a notice of intent to terminate such Pension Plan pursuant to Section 4041(a)(2) of ERISA (including any such notice with respect to a plan amendment referred to in Section 4041(e) of ERISA); (iii) the cessation of operations at a facility in the circumstances described in Section 4062(e) of ERISA; (iv) the withdrawal by the Borrower or an ERISA Affiliate from a Multiple Employer Plan during a plan year for which it was a substantial employer, as defined in Section 4001(a)(2) of ERISA; (v) the failure by the Borrower or any ERISA Affiliate to make a payment to a Pension Plan required under Section 302(f)(1) of ERISA, which Section imposes a lien for failure to make required payments; (vi) the adoption of an amendment to a Pension Plan requiring the provision of security to such Pension Plan, pursuant to Section 307 of ERISA; or (vii) the institution by the PBGC of proceedings to terminate a Pension Plan, pursuant to Section 4042 of ERISA, or the occurrence of any event or condition which, in the reasonable judgment of the Borrower, might constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, a Pension Plan.
	"Eurocurrency Liabilities" has the meaning assigned to that term in
Regulation D of the Board of Governors of the Federal Reserve System, as in effect from time to time.
	"Eurodollar Lending Office" means, with respect to any Lender, the office
of such Lender specified as its "Eurodollar Lending Office" opposite its name on Schedule I hereto or in the Assignment and Acceptance pursuant to which it became a Lender (or, if no such office is specified, its Domestic Lending Office), or such other office of such Lender as such Lender may from time to time specify to the Borrower and the Agent.
	"Eurodollar Rate Advance" means an A Advance which bears interest as
provided in Section 2.07(b).
	"Eurodollar Rate Reserve Percentage" of any Lender for any Interest Period
for any Eurodollar Rate Advance means the reserve percentage applicable during such Interest Period (or if more than one such percentage shall be so applicable, the daily average of such percentages for those days in such Interest Period during which any such percentage shall be so applicable) under regulations issued from time to time by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirements (including, without limitation, any emergency, supplemental or other marginal reserve requirement) for such Lender with respect to liabilities or assets consisting of or including Eurocurrency Liabilities having a term equal to such Interest Period.
	"Events of Default" has the meaning specified in Section 6.01.
	"Existing Amended and Restated Credit Agreement" means the Amended
and Restated Credit Agreement dated as of August 18, 2000, among the Partnership, the Borrower, the lenders party thereto and CUSA, as agent for such lenders, as amended.

"Federal Funds Rate" means, for any period, a fluctuating interest rate per

annum equal for each day during such period to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by the Agent from three Federal funds brokers of recognized standing selected by it.

	"GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as may be approved by a significant segment of the accounting profession, which are applicable to the circumstances as of the date of determination.
	"Granting Lender" has the meaning specified in Section 2.19.

	"Insufficiency" means, with respect to any Pension Plan, the amount, if any,
of its unfunded benefit liabilities, as defined in Section 4001(a)(18) of ERISA.
	"Interest Period" means, for each Eurodollar Rate Advance comprising
part of the same A Borrowing, the period commencing on the date of such Eurodollar Rate Advance, or on the date of continuation of such Advance as a Eurodollar Rate Advance upon expiration of successive Interest Periods applicable thereto, or on the date of Conversion of a Base Rate Advance into a Eurodollar Rate Advance, and ending on the last day of the period selected by the Borrower pursuant to the provisions below. The duration of each such Interest Period shall be one, two, three or six months, as the Borrower may select in the Notice of Borrowing or the Notice of Conversion/Continuation for such Advance; provided, however, that:

	(i)     the Borrower may not select any Interest Period which ends after
the earliest Commitment Termination Date of any Lender then in effect;
	(ii)     Interest Periods commencing on the same date for A Advances
comprising part of the same A Borrowing shall be of the same duration; and
	(iii)     whenever the last day of any Interest Period would otherwise
occur on a day other than a Business Day, the last day of such Interest Period shall be extended to occur on the next succeeding Business Day, provided, that if such extension would cause the last day of such Interest Period to occur in the next following calendar month, the last day of such Interest Period shall occur on the next preceding Business Day.

	"Lenders" means the Banks listed on Schedule III hereof and each Eligible
Assignee that shall become a party hereto pursuant to Section 8.07.
	"Level" means Level 1, Level 2, Level 3 or Level 4, as the case may be.
	"Level 1" means that, as of any date of determination, the higher of the
Ratings is equal to or better than A+ or A1, as applicable, as of such date of determination.
	"Level 2" means that, as of any date of determination, the higher of the
Ratings is equal to A or A2, as applicable, as of such date of determination.
	"Level 3" means that, as of any date of determination, the higher of the
Ratings is equal to A- or A3, as applicable, as of such date of determination.
	"Level 4" means that, as of any date of determination, the higher of the
Ratings is equal to or lower than BBB+ or Baa1, as applicable, as of such date of determination, or the only Rating is a private rating and the Borrower will not authorize the applicable rating agency to make such Rating available to the Agent and the Lenders.
	"Lien" means any lien, mortgage, pledge, security interest, charge or
encumbrance of any kind (including any conditional sale or other title retention agreement and any lease in the nature thereof).
	"Long-Term Debt" means senior, unsecured, long-term debt securities of the
Borrower.

	"Majority Lenders" means at any time Lenders holding greater than 50%
of the then aggregate unpaid principal amount of the A Advances held by Lenders, or, if no such principal amount is then outstanding, Lenders having greater than 50% of the Commitments (provided that, for purposes hereof, neither the Borrower, nor any of its Affiliates, if a Lender, shall be included in (i) the Lenders holding such amount of the A Advances or having such amount of the Commitments or (ii) determining the aggregate unpaid principal amount of the A Advances or the total Commitments).
	"Moody's" means Moody's Investors Service, Inc.
	"Multiemployer Plan" means a "multiemployer plan" as defined in
Section 4001(a)(3) of ERISA to which the Borrower or any ERISA Affiliate of the Borrower is making, or is obligated to make, contributions or has within any of the preceding six plan years been obligated to make or accrue contributions.
	"Multiple Employer Plan" means a single employer plan, as defined in
Section 4001(a)(15) of ERISA, which (i) is maintained for employees of the Borrower or an ERISA Affiliate and at least one Person other than the Borrower and its ERISA Affiliates or (ii) was so maintained and in respect of which the Borrower or an ERISA Affiliate could have liability under Section 4063, 4064 or 4069 of ERISA in the event such plan has been or were to be terminated.

	"Non-Hostile Acquisition" means an acquisition (whether by purchase of capital
stock or assets, merger or otherwise) which has been approved by resolutions of the Board of Directors of the Person being acquired or by similar action if the Person is not a corporation and as to which such approval has not been withdrawn.
	"Notice of A Borrowing" has the meaning specified in Section 2.02(a).
	"Notice of a B Borrowing" has the meaning specified in Section 2.03(a).
	"Notice of Borrowing" means the Notice of A Borrowing or the Notice of B
Borrowing or both, as the context may require.
	"Notice of Conversion/Continuation" has the meaning specified in Section 2.09.

	"PBGC" means the U.S. Pension Benefit Guaranty Corporation.
	"Pension Plan" means a Single Employer Plan or a Multiple Employer Plan
or both.
	"Person" means an individual, partnership, corporation, business trust, joint
stock company, trust, unincorporated association, joint venture or other entity, or a government or any political subdivision or agency thereof.
	"Potential Event of Default" means a condition or event which, after notice
or lapse of time or both, would constitute an Event of Default if that condition or event were not cured or removed within any applicable grace or cure period.

	"Rating" means a public or private rating established by S&P or Moody's
with respect to the Long-Term Debt or, if there is no Long-Term Debt outstanding, a private rating established by S&P or Moody's.
	"Register" has the meaning specified in Section 8.07(c).

	"S&P" means Standard & Poor's Ratings Group.
	"SEC" means the Securities and Exchange Commission and any successor
agency.
	"Second Amended and Restated Effective Date" means August 16, 2001,
so long as the conditions precedent set forth in Section 3.01 have been satisfied.
	"Significant Subsidiary" means, at any time, any Subsidiary of the Borrower
which accounts for more than 5% of consolidated total assets or 5% of consolidated revenue of the Borrower and its Subsidiaries determined in accordance with GAAP.
	"Single Employer Plan" means a single employer plan, as defined in Section
4001(a)(15) of ERISA, which (i) is maintained for employees of the Borrower or any ERISA Affiliate and no Person other than the Borrower and its ERISA Affiliates or (ii) was so maintained and in respect of which the Borrower or an ERISA Affiliate could have liability under Section 4062 or 4069 of ERISA in the event such plan has been or were to be terminated.
	"SPC" has the meaning specified in Section 2.20.
	"Subsidiary" of any Person means any corporation, association, partnership
or other business entity of which at least 50% of the total voting power of shares of stock or other securities entitled to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof.

	"Termination Date" means, with respect to any Lender, the earlier of (i) the
Commitment Termination Date of such Lender and (ii) the date of termination in whole of the Commitments of all Lenders pursuant to Section 2.05 or 6.01.
	"Term Loans" shall have the meaning assigned to that term in Section 2.19.
Eurodollar Rate Advance.
	"Term Loan Maturity Date" shall be the date occurring one year after the date
on which the Term Loan is made.
	"Type" means, with reference to an A Advance, a Base Rate Advance or
a Eurodollar Rate Advance.
	"Withdrawal Liability" has the meaning given such term under Part I
of Subtitle E of Title IV of ERISA.

	Section 1.02     Computation of Time Periods. In this Agreement in the
computation of periods of time from a specified date to a later specified date, the word "from" means "from and including" and the words "to" and "until" each means "to but excluding".
	Section 1.03     Accounting Terms. All accounting terms not specifically
defined herein shall be construed in accordance with GAAP consistent with those applied in the preparation of the financial statements referred to in Section 4.01(e). All computations determining compliance with financial covenants or terms, including definitions used therein, shall be prepared in accordance with generally accepted accounting principles in effect at the time of the preparation of, and in conformity with those used to prepare, the historical financial statements delivered to the Lenders pursuant to Section 4.01(e). If at any time the computations for determining compliance with financial covenants or provisions relating thereto utilize generally accepted accounting principles different than those then being utilized in the financial statements being delivered to the Lenders, such financial statements shall be accompanied by a reconciliation statement.

ARTICLE II
AMOUNTS AND TERMS OF THE ADVANCES

		Section 2.01     The A Advances. Each Lender severally agrees, on the terms
and conditions hereinafter set forth, to make A Advances to the Borrower from time to time on any Business Day during the period from the Second Amended and Restated Effective Date until the Termination Date of such Lender in an aggregate amount not to exceed at any time outstanding the amount set opposite such Lender's name on Schedule III hereto or, if such Lender has entered into any Assignment and Acceptance, set forth for such Lender in the Register maintained by the Agent pursuant to Section 8.07(c), as such amount may be reduced pursuant to Section 2.05 (such Lender's "Commitment"), provided that the aggregate amount of the Commitments of the Lenders shall be deemed used from time to time to the extent of the aggregate amount of the B Advances then outstanding and at any time of determination, such deemed use of the aggregate amount of the Commitments shall be applied to the Lenders ratably according to their respective Commitments in effect at such time of determination (such deemed use of the aggregate amount of the Commitments being a "B Reduction"). Each A Borrowing shall be in an aggregate amount not less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof and shall consist of A Advances of the same Type made on the same day to the Borrower by the Lenders ratably according to their respective Commitments. Within the limits of each Lender's Commitment, the Borrower may from time to time borrow, until the Commitment Termination Date, prepay pursuant to Section 2.06(c) and reborrow under this Section 2.01.
		Section 2.02     Making the A Advances.
		(a)     Each A Borrowing shall be made on notice by the Borrower, given not
later than (x) 10:00 A.M. (New York City time) on the date of a proposed A Borrowing consisting of Base Rate Advances and (y) 12:00 noon (New York City time) on the third Business Day prior to the date of a proposed A Borrowing consisting of Eurodollar Rate Advances, which shall give to each Lender prompt notice thereof by telecopier, mail or delivery. Each such notice of an A Borrowing (a "Notice of A Borrowing") shall be by telecopier, mail or delivery, confirmed immediately in writing, in substantially the form of Exhibit A-1 hereto, specifying therein the requested (i) date of such A Borrowing, (ii) Type of A Advances comprising such A Borrowing, (iii) aggregate amount of such A Borrowing, and (iv) in the case of an A Borrowing comprised of Eurodollar Rate Advances, the initial Interest Period for each such A Advance. The Borrower may, subject to the conditions herein provided, borrow more than one A Borrowing on any Business Day. Each Lender shall, before 1:00 P.M. (New York City time) in the case of a Borrowing consisting of Base Rate Advances and before 11:00 A.M. (New York City time) in the case of a Borrowing consisting of Eurodollar Rate Advances, in each case on the date of such A Borrowing, make available for the account of its Applicable Lending Office to the Agent at its address referred to in Section 8.02, in same day funds, such Lender's ratable portion of such A Borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower at the Agent's aforesaid address.
		(b)     Anything in subsection (a) above to the contrary notwithstanding,
			(i)     the Borrower may not select Eurodollar Rate Advances for any A
	Borrowing or with respect to the Conversion or continuance of any A Borrowing if the aggregate amount of such A Borrowing or such Conversion or continuance is less than $5,000,000;
			(ii)     there shall be no more than five Interest Periods relating to
	Eurodollar Rate Advances outstanding at any time;
			(iii)   if any Lender shall notify the Agent that the introduction of or any
	change in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other governmental authority asserts that it is unlawful, for such Lender or its Eurodollar Lending Office to perform its obligations hereunder to make Eurodollar Rate Advances or to fund or maintain Eurodollar Rate Advances hereunder, the Commitment of such Lender to make Eurodollar Rate Advances or to Convert all or any portion of Base Rate Advances shall forthwith be suspended until the Agent shall notify the Borrower that such Lender has determined that the circumstances causing such suspension no longer exist and such Lender's then outstanding Eurodollar Rate Advances, if any, shall be Base Rate Advances; to the extent that such affected Eurodollar Rate Advances become Base Rate Advances, all payments of principal that would have been otherwise applied to such Eurodollar Rate Advances shall be applied instead to such Lender's Base Rate Advances; provided that if Majority Lenders are subje ct to the same illegality or assertion of illegality, then the right of the Borrower to select Eurodollar Rate Advances for such A Borrowing or any subsequent A Borrowing or to Convert all or any portion of Base Rate Advances shall forthwith be suspended until the Agent shall notify the Borrower that the circumstances causing such suspension no longer exist, and each A Advance comprising such A Borrowing shall be a Base Rate Advance; and
			(iv)     if the Majority Lenders shall, at least one Business Day before the
	date of any requested A Borrowing, notify the Agent that the Adjusted Eurodollar Rate for Eurodollar Rate Advances comprising such A Borrowing will not adequately reflect the cost to such Majority Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such A Borrowing, the right of the Borrower to select Eurodollar Rate Advances for such A Borrowing or any subsequent A Borrowing shall be suspended until the Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each A Advance comprising such A Borrowing shall be made as a Base Rate Advance.
		(c)     Each Notice of A Borrowing shall be irrevocable and binding on the
Borrower requesting the proposed A Borrowing. In the case of any A Borrowing which the related Notice of A Borrowing specifies is to be comprised of Eurodollar Rate Advances, the Borrower requesting the proposed A Borrowing shall indemnify each Lender against any loss, cost or expense incurred by such Lender by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the A Advance to be made by such Lender as part of such A Borrowing or by reason of the termination of hedging or other similar arrangements, in each case when such A Advance is not made on such date, including without limitation, as a result of any failure to fulfill on or before the date specified in such Notice of A Borrowing for such A Borrowing the applicable conditions set forth in Article III.
		(d)     Unless the Agent shall have received notice from a Lender prior to the
date of any A Borrowing that such Lender will not make available to the Agent such Lender's ratable portion of such A Borrowing, the Agent may assume that such Lender has made such portion available to the Agent on the date of such A Borrowing in accordance with subsection (a) of this Section 2.02 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Agent, such Lender and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to A Advances comprising such A Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the A gent such corresponding amount, such amount so repaid shall constitute such Lender's A Advance as part of such A Borrowing for purposes of this Agreement.
		(e)     The failure of any Lender to make the A Advance to be made by it as part
of any A Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its A Advance on the date of such A Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the A Advance to be made by such other Lender on the date of any A Borrowing.

		Section 2.03     The B Advances. (a) Each Lender severally agrees that the
Borrower may make B Borrowings under this Section 2.03 from time to time on any Business Day during the period from the date hereof until the date occurring 30 days prior to the latest Commitment Termination Date of any Lender then in effect in the manner set forth below; provided that, (i) following the making of each B Borrowing, (1) the aggregate amount of the Advances then outstanding to the Borrower shall not exceed the aggregate amount of the Commitments of the Lenders then in effect (computed without regard to any B Reduction), and (2) the aggregate amount of the B Advances scheduled to be outstanding to the Borrower at any time through the maturity of such B Advances shall not exceed the aggregate amount of the Commitments of the Lenders scheduled to be in effect at such time (computed without regard to any B Reduction), and (ii) no Lender may make a B Advance if the maturity date of such B Advance occurs after the Commitment Termination Date of such Lender.
			(i)     The Borrower may request a B Borrowing under this Section 2.03
	by delivering to the Agent, by telecopier or delivery, confirmed immediately in writing, a notice of a B Borrowing (a "Notice of B Borrowing"), in substantially the form of Exhibit A-2 hereto, specifying the date and aggregate amount of the proposed B Borrowing, the maturity date for repayment of each B Advance to be made as part of such B Borrowing (which maturity date (x) in the case of a fixed rate B Borrowing may not be earlier than the date occurring 14 days after the date of such B Borrowing or later than the date occurring 180 days after the date of such B Borrowing, and (y) in the case of any other B Borrowing may not be earlier than the date occurring 30 days after the date of such B Borrowing or later than the date occurring 180 days after the date of such B Borrowing), the interest payment date or dates relating thereto, and any other terms to be applicable to such B Borrowing, not later than 11:00 A.M. (New York City time) (A) at least one Business Day prior to the date of the p roposed B Borrowing, if the Borrower shall specify in the Notice of B Borrowing that the rates of interest to be offered by the Lenders shall be fixed rates per annum and (B) at least four Business Days prior to the date of the proposed B Borrowing, if the Borrower shall instead specify in the Notice of B Borrowing the basis to be used by the Lenders in determining the rates of interest to be offered by them. The Borrower may not select a maturity date for any B Borrowing which ends after the latest Commitment Termination Date of any Lender then in effect. The Agent shall in turn promptly notify each Lender of each request for a B Borrowing received by it from the Borrower by sending such Lender a copy of the related Notice of B Borrowing.
			(ii)     Each Lender may, if, in its sole discretion, it elects to do so,
	irrevocably offer to make one or more B Advances to the Borrower as part of such proposed B Borrowing at a rate or rates of interest specified by such Lender in its sole discretion, by notifying the Agent (which shall give prompt notice thereof to the Borrower), before 11:00 A.M. (New York City time) (A) on the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above and (B) three Business Days before the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (B) of paragraph (i) above, of the minimum amount and maximum amount of each B Advance which such Lender would be willing to make as part of such proposed B Borrowing (which amounts may, subject to the proviso to the first sentence of this Section 2.03(a), exceed such Lender's Commitment), the rate or rates of interest therefor and such Lender's Applicable Lending Office with respect to such B Advance; provided tha t if the Agent in its capacity as a Lender shall, in its sole discretion, elect to make any such offer, it shall notify the Borrower of such offer before 10:00 A.M. (New York City time) on the date on which notice of such election is to be given to the Agent by the other Lenders. If any Lender shall elect not to make such an offer, such Lender shall so notify the Agent, before 10:00 A.M. (New York City time) on the date on which notice of such election is to be given to the Agent by the other Lenders, and such Lender shall not be obligated to, and shall not, make any B Advance as part of such B Borrowing; provided that the failure by any Lender to give such notice shall not cause such Lender to be obligated to make any B Advance as part of such proposed B Borrowing.
			(iii)   The Borrower shall, in turn, (A) before 12:00 noon (New York
	City time) on the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above and (B) before 1:00 P.M. (New York City time) three Business Days before the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (B) of paragraph (i) above, either
				(x)     cancel such B Borrowing by giving the Agent notice to that effect,
		or
				(y)     accept one or more of the offers made by any Lender or Lenders
		pursuant to paragraph (ii) above (which acceptance shall be irrevocable) in its sole discretion, by giving notice to the Agent of the amount of each B Advance (which amount shall be equal to or greater than the minimum amount, and equal to or less than the maximum amount, notified to the Borrower by the Agent on behalf of such Lender for such B Advance pursuant to paragraph (ii) above) to be made by each Lender as part of such B Borrowing (provided that the aggregate amount of such B Borrowing shall not exceed the amount specified on the Notice of B Borrowing delivered by the Borrower pursuant to paragraph (i) above), and reject any remaining offers made by Lenders pursuant to paragraph (ii) above by giving the Agent notice to that effect; provided that acceptance of offers may only be made on the basis of ascending rates for B Borrowings of the same type and duration for up to the maximum amounts offered by Lenders; and provided further that if offers are made by two or more Lenders for the same type of B Borrowing for the same duration and with the same rate of interest, in an aggregate amount which is greater than the amount requested, such offers shall be accepted on a pro rata basis based on the maximum amounts offered by such Lenders at such rate of interest.
			(iv)   If the Borrower notifies the Agent that such B Borrowing is
	cancelled pursuant to paragraph (iii)(x) above or if the Borrower rejects any offers made by Lenders pursuant to paragraph (iii)(y) above, the Agent shall give prompt notice thereof to the Lenders or affected Lenders, as the case may be, and in the case of a cancellation, such B Borrowing shall not be made.
			(v)     If the Borrower accepts one or more of the offers made by any
	Lender or Lenders pursuant to paragraph (iii)(y) above, the Agent shall in turn promptly notify (A) each Lender that has made an offer as described in paragraph (ii) above, of the date and aggregate amount of such B Borrowing and whether or not any offer or offers made by such Lender pursuant to paragraph (ii) above have been accepted by the Borrower, (B) each Lender that is to make a B Advance as part of such B Borrowing, of the amount of each B Advance to be made by such Lender as part of such B Borrowing, and (C) each Lender that is to make a B Advance as part of such B Borrowing, upon receipt, that the Agent has received forms of documents appearing to fulfill the applicable conditions set forth in Article III. Each Lender that is to make a B Advance as part of such B Borrowing shall, before 1:00 P.M. (New York City time) on the date of such B Borrowing specified in the notice received from the Agent pursuant to clause (A) of the preceding sentence or any later time when such Lender sha ll have received notice from the Agent pursuant to clause (C) of the preceding sentence, make available for the account of its Applicable Lending Office to the Agent at its address referred to in Section 8.02 such Lender's portion of such B Borrowing, in same day funds. Upon fulfillment of the applicable conditions set forth in Article III and after receipt by the Agent of such funds, the Agent will make such funds available to the Borrower at the Agent's aforesaid address. Promptly after each B Borrowing, the Agent will notify each Lender of the amount of the B Borrowing, the consequent B Reduction and the dates upon which such B Reduction commenced and will terminate.
			(vi)     The Borrower agrees to pay to the Agent for the Agent's account
	an auction fee in an amount agreed to in a separate letter agreement between the Borrower and the Agent for each Notice of B Borrowing delivered by the Borrower to the Agent pursuant to this Section 2.03(a), whether or not a B Borrowing is made pursuant thereto.
		(b)     Each B Borrowing shall be in an aggregate amount not less than
$5,000,000 or an integral multiple of $1,000,000 in excess thereof and, following the making of each B Borrowing, the Borrower and each Lender shall be in compliance with the limitations set forth in the proviso to the first sentence of subsection (a) above.
		(c)     Within the limits and on the conditions set forth in this Section 2.03, the
Borrower may from time to time borrow under this Section 2.03, repay or prepay pursuant to subsection (d) below, and reborrow under this Section 2.03, and more than one B Borrowing may be made on a Business Day; provided that, except for B Borrowings made on the same Business Day, a B Borrowing shall not be made within three Business Days of the date of any other B Borrowing.
		(d)     The Borrower shall repay to the Agent for the account of each Lender
which has made a B Advance to the Borrower, on the maturity date of each B Advance made to the Borrower (such maturity date being that specified by the Borrower for repayment of such B Advance in the related Notice of B Borrowing delivered pursuant to subsection (a)(i) above), the then unpaid principal amount of such B Advance. The Borrower shall not have any right to prepay any principal amount of any B Advance unless, and then only on the terms, specified by the Borrower for such B Advance in the related Notice of B Borrowing delivered pursuant to subsection (a)(i) above.
		(e)     The Borrower shall pay interest on the unpaid principal amount of each B
Advance made to the Borrower from the date of such B Advance to the date the principal amount of such B Advance is repaid in full, at the rate of interest for such B Advance specified by the Lender making such B Advance in its notice with respect thereto delivered pursuant to subsection (a)(ii) above, payable on the interest payment date or dates specified by the Borrower for such B Advance in the related Notice of B Borrowing delivered pursuant to subsection (a)(i) above; provided that any principal amount of any B Advance which is not paid when due (whether at stated maturity, by acceleration or otherwise) shall bear interest from the date on which such amount is due until such amount is paid in full, payable on demand, at a rate per annum equal at all times to (A) until the stated maturity date of such B Advance, the greater of (x) 2% per annum above the Base Rate in effect from time to time and (y) 2% above the stated rate per annum of such B Advance, and (B) after the state d maturity of such B Advance, 2% per annum above the Base Rate in effect from time to time.

	Section 2.04     Fees
	(a)     Facility Fees. The Borrower agrees to pay to the Agent for the account
of each Lender a facility fee on the amount of such Lender's Commitment (or if no Commitment is in effect, Advances), whether used or unused and without giving effect to any B Reduction, from the date hereof in the case of each Bank and from the effective date specified in the Assignment and Acceptance pursuant to which it became a Lender in the case of each other Lender until the Termination Date of such Lender, payable in arrears on the last day of each March, June, September and December during the term of such Lender's Commitment, commencing September 30, 2001, and on the Termination Date of such Lender, in an amount equal to the product of (i) the average daily amount of such Lender's Commitment (whether used or unused and without giving effect to any B Reduction) in effect during the period for which such payment that is to be made times (ii) the weighted average rate per annum that is derived from the following rates: (a) a rate of 0.07% per annum with respect to each day during such peri od that the higher of the Ratings was Level 1, (b) a rate of 0.10% per annum with respect to each day during such period that the higher of such Ratings was Level 2, (c) a rate of 0.125% per annum with respect to each day during such period that the higher of such Ratings was Level 3 and (d) a rate of 0.15% per annum with respect to each day during such period that the higher of such Ratings was Level 4. If any change in the Rating shall result in a change in the Level, the change in the facility fee shall be effective as of the date on which such rating change is publicly announced (in the case of a public rating) or is disclosed to the Borrower (in the case of a private rating). If Ratings are unavailable from both S&P or Moody's for any reason for any day, then the applicable Level for purposes of calculating the facility fee for such day shall be deemed to be Level 4 (or, if the Majority Lenders consent in writing, such other Level as may be reasonably determined by the Majority Lender s from a rating with respect to Long-Term Debt or the Borrower for such day established by another rating agency reasonably acceptable to the Majority Lenders). If no Rating is available from S&P or Moody's (but not both) for any reason for any day, then the applicable Level shall be set by reference to the Rating of S&P or Moody's that is available for such day.
	(b)     Agents' Fees. The Borrower agrees to pay to the Agent the fees payable
pursuant to the fee letter dated as of June 20, 2001 between the Borrower and CUSA, in the amounts and at the times specified in such letter.

	Section 2.05     Termination and Reduction of the Commitments.
	(a)     Mandatory Termination. In the event that a mandatory prepayment in full
of the A Advances is required by Section 2.06(b), the Commitments of the Lenders shall immediately terminate.
	(b)     Optional Reductions. The Borrower shall have the right, upon at least four
Business Days' notice to the Agent by the Borrower, to terminate in whole or reduce ratably in part the unused portions of the respective Commitments of the Lenders, provided that the aggregate amount of the Commitments of the Lenders shall not be reduced to an amount which is less than the aggregate principal amount of the Advances then outstanding, and provided, further, that each partial reduction shall be in the aggregate amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof.

	Section 2.06     Repayment and Prepayment of A Advances.
	(a)     Mandatory Repayment on Termination Date. The Borrower shall repay
the outstanding principal amount of each A Advance made by each Lender to the Borrower on the Termination Date of such Lender.
	(b)     Mandatory Prepayment Due to Reductions of Commitments. The
Borrower shall from time to time prepay the A Advances made to the Borrower to the extent necessary so that the sum of the aggregate principal amount of the Advances then outstanding does not exceed the aggregate amount of the Commitments of the Lenders then in effect (computed without regard to any B Reduction).
	(c)     Voluntary Prepayments of A Borrowings. The Borrower shall not have
any right to prepay any principal amount of any A Advances other than as provided in this subsection (c). The Borrower may, upon at least one Business Day's notice to the Agent in the case of Base Rate Advances and at least three Business Days' notice to the Agent in the case of Eurodollar Rate Advances stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given the Borrower shall, prepay the outstanding principal amounts of the Advances made to the Borrower comprising part of the same A Borrowing in whole or ratably in part; provided, however, that (x) each partial prepayment shall be in an aggregate principal amount not less than $5,000,000 and integral multiples of $1,000,000 in excess thereof and (y) in the case of any such prepayment of any Eurodollar Rate Advance, the Borrower shall pay all accrued interest to the date of such prepayment on the portion of such Eurodollar Rate Advance being prepaid and shall be obligated to reimburse the Lenders in respect thereof pursuant to Section 8.04(b).
	(d)     Payment of Term Loan. The Borrower shall repay the Term Loans
together with all accrued and unpaid interest thereon on the Term Loan Maturity Date and may prepay the Term Loans in accordance with Section 2.06(c) above. Amounts paid in respect of the Term Loans may not be reborrowed.

	Section 2.07     Interest on A Advances. The Borrower shall pay interest
accrued on the principal amount of each A Advance that was made to the Borrower outstanding from time to time from the date of such A Advance until such principal amount shall be paid in full, at the following rates per annum:
	(a)     Base Rate Advances. If such A Advance is a Base Rate Advance, a rate
per annum equal at all times to the Base Rate in effect from time to time, payable in arrears on the last day of each March, June, September and December during the term of this Agreement, commencing September 30, 2001, and on the Termination Date of the applicable Lender; provided that any amount of principal, interest, fees and other amounts payable under this Agreement (including, without limitation, the principal amount of Base Rate Advances, but excluding the principal amount of Eurodollar Rate Advances and B Advances) which is not paid when due (whether at stated maturity, by acceleration or otherwise) shall bear interest from the date on which such amount is due until such amount is paid in full, payable on demand, at a rate per annum equal at all times to 2% per annum above the Base Rate in effect from time to time.
	(b)     Eurodollar Rate Advances. If such A Advance is a Eurodollar Rate
Advance, a rate per annum equal at all times during the Interest Period for such A Advance to the sum of the Adjusted Eurodollar Rate for such Interest Period plus the Applicable Margin, payable in arrears on the last day of such Interest Period and, if such Interest Period has a duration of more than three months, on the day which occurs during such Interest Period three months from the first day of such Interest Period; provided that any principal amount of any Eurodollar Rate Advance which is not paid when due (whether at stated maturity, by acceleration or otherwise) shall bear interest from the date on which such amount is due until such amount is paid in full, payable on demand, at a rate per annum equal at all times to (A) during the Interest Period applicable to such Eurodollar Rate Advance, the greater of (x) 2% per annum above the Base Rate in effect from time to time and (y) 2% per annum above the rate per annum required to be paid on such amount immediately prior to the d ate on which such amount became due and (B) after the expiration of such Interest Period, 2% per annum above the Base Rate in effect from time to time.

	Section 2.08     Interest Rate Determination. The Agent shall give prompt
notice to the Borrower and the Lenders of the applicable interest rate determined by the Agent for purposes of Section 2.07(a) or 2.07(b).

	Section 2.09     Voluntary Conversion or Continuation of A Advances.
	(a)     The Borrower may on any Business Day, upon notice given to the Agent
not later than 12:00 noon (New York City time) on the third Business Day prior to the date of the proposed Conversion or continuance (a "Notice of Conversion/Continuation") and subject to the provisions of Section 2.02(b), (1) Convert all Advances of one Type comprising the same A Borrowing made to the Borrower into A Advances of another Type and (2) upon the expiration of any Interest Period applicable to A Advances which are Eurodollar Rate Advances made to the Borrower, continue all (or, subject to Section 2.02(b), any portion of) such A Advances as Eurodollar Rate Advances and the succeeding Interest Period(s) of such continued A Advances shall commence on the last day of the Interest Period of the A Advances to be continued; provided, however, that any Conversion of any Eurodollar Rate Advances into A Advances of another Type shall be made on, and only on, the last day of an Interest Period for such Eurodollar Rate Advances. Each such Notice of Conversion/Continuatio n shall, within the restrictions specified above, specify (i) the date of such continuation or Conversion, (ii) the A Advances (or, subject to Section 2.02(b), any portion thereof) to be continued or Converted, (iii) if such continuation is of, or such Conversion is into, Eurodollar Rate Advances, the duration of the Interest Period for each such A Advance and (iv) that no Potential Event of Default or Event of Default has occurred and is continuing.
	(b)     If upon the expiration of the then existing Interest Period applicable to any
A Advance which is a Eurodollar Rate Advance made to the Borrower, the Borrower shall not have delivered a Notice of Conversion/Continuation in accordance with this Section 2.09, then such Advance shall upon such expiration automatically be Converted to a Base Rate Advance.
	(c)     After the occurrence of and during the continuance of a Potential Event of
Default or an Event of Default, the Borrower may not elect to have an A Advance be made or continued as, or Converted into, a Eurodollar Rate Advance after the expiration of any Interest Rate then in effect for that A Advance.

	Section 2.10     Increased Costs.
	(a)     If, due to either (i) the introduction of or any change (other than any
change by way of imposition or increase of reserve requirements in the case of Eurodollar Rate Advances included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making, funding or maintaining Eurodollar Rate Advances made to the Borrower, then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A reasonably detailed certificate as to the amount and manner of calculation of such increased cost, submitted to the Borrower and the Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error.
	(b)     If any Lender determines that compliance with any law or regulation
or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender's commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender (with a copy of such demand to the Agent), the Borrower shall immediately pay to the Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder. A reasonably detailed certificate as to such amounts and the manner of calculation thereof submitted to the Borrower and the Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error.
	(c)     If a Lender shall change its Applicable Lending Office, such Lender shall
not be entitled to receive any greater payment under Sections 2.10 and 2.12 than the amount such Lender would have been entitled to receive if it had not changed its Applicable Lending Office, unless such change was made at the request of the Borrower or at a time when the circumstances giving rise to such greater payment did not exist.

	Section 2.11     Payments and Computations.
	(a)     The Borrower shall make each payment hereunder not later than 1:00 P.M.
(New York City time) on the day when due in U.S. dollars to the Agent at its address referred to in Section 8.02 in same day funds. Subject to the immediately succeeding sentence, the Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or facility fees ratably (other than amounts payable pursuant to Section 2.03, 2.10 or 2.12 or, to the extent the Termination Date is not the same for all Lenders, pursuant to Section 2.06(a)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon receipt of principal or interest paid after an Event of Default and an acceleration or a deemed acceleration of amounts due hereunder, the Agent will promptly thereafter cause to be distributed like funds relating to the pa yment of principal or interest ratably in accordance with each Lender's outstanding A Advances and B Advances (other than amounts payable pursuant to Section 2.10 or 2.12) to the Lenders for the account of their respective Applicable Lending Offices. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d), from and after the effective date specified in such Assignment and Acceptance, the Agent shall make all payments hereunder in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.
	(b)     All computations of interest based on the Base Rate shall be made by the
Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Adjusted Eurodollar Rate or the Federal Funds Rate and of facility fees shall be made by the Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or such fees are payable. Each determination by the Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error.
	(c)     Whenever any payment hereunder shall be stated to be due on a day other
than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or facility fee, as the case may be; provided, however, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day.
	(d)     Unless the Agent shall have received notice from the Borrower prior to the
date on which any payment is due to the Lenders hereunder that the Borrower will not make such payment in full, the Agent may assume that the Borrower has made such payment in full to the Agent on such date and the Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the Borrower shall not have so made such payment in full to the Agent, each Lender shall repay to the Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Agent, at the Federal Funds Rate.

	Section 2.12     Taxes.
	(a)     Any and all payments by the Borrower hereunder shall be made, in
accordance with Section 2.11, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender and the Agent, (i) taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender or the Agent (as the case may be) is organized or any political subdivision thereof or in which its principal office is located, (ii) taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction of such Lender's Applicable Lending Office or any political subdivision thereof, (iii) taxes imposed upon or measured by the overall net income of such Lender by the United States of America or any political subdivision or taxing authority thereof or therein, and (iv) United States income taxes (including withholding taxes with respect to payments hereunder) payable with respect to payments hereunder under l aws (including without limitation any statute, treaty, ruling, determination or regulation) in effect on the date hereof in the case of each Bank and on the effective date of the Assignment and Acceptance pursuant to which it became a Lender in the case of each other Lender (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder to any Lender or the Agent, (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.12) such Lender or the Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.
	(b)     In addition, the Borrower agrees to pay any present or future stamp or
documentary taxes or any other excise or property taxes, charges or similar levies which arise from the execution, delivery or registration of, or otherwise with respect to, this Agreement (hereinafter referred to as "Other Taxes").
	(c)     The Borrower will indemnify each Lender and the Agent for the full
amount of Taxes or Other Taxes (including, without limitation, any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section 2.12) and the Borrower will indemnify each Lender and the Agent for the full amount of Taxes or Other Taxes (including, without limitation, any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section 2.12), in each case paid by such Lender or the Agent (as the case may be) and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted. This indemnification shall be made within 30 days from the date such Lender or the Agent (as the case may be) makes written demand therefor.
	(d)     Within 30 days after the date of any payment of Taxes, the Borrower will
furnish to the Agent, at its address referred to in Section 8.02, the original or a certified copy of a receipt evidencing payment thereof.
	(e)     (i)     Each Lender organized under the laws of a jurisdiction outside the
United States, on or prior to the date of its execution and delivery of this Agreement in the case of each Bank and on the date of the Assignment and Acceptance pursuant to which it becomes a Lender in the case of each other Lender, and from time to time thereafter if requested in writing by the Borrower (but only so long as such Lender remains lawfully able to do so), shall provide the Borrower with Internal Revenue Service form W-8BEN or W-8BCI, as appropriate, or any successor form prescribed by the Internal Revenue Service, to establish that such Lender is not subject to United States withholding tax with respect to any payments to such Lender of interest payable under this Agreement. If the form provided by a Lender at the time such Lender first becomes a party to this Agreement indicates a United States interest withholding tax rate in excess of zero, withholding tax at such rate shall be considered excluded from "Taxes" as defined in Section 2.12(a).
		(ii)     In addition, each Lender organized under the laws of a jurisdiction
outside the United States, to the extent it does not act or ceases to act for its own account with respect to any portion of any sums paid or payable to such Lender under this Agreement (for example, in the case of a typical participation by such Lender), on or prior to the date of its execution and delivery of this Agreement in the case of each Bank and on the date of the Assignment and Acceptance pursuant to which it becomes a Lender in the case of each other Lender, and from time to time thereafter if requested in writing by the Borrower (but only so long as such Lender remains lawfully able to do so), shall provide the Borrower with Internal Revenue Service form W-8BIMY, or any successor form prescribed by the Internal Revenue Service, to establish that such Lender is not acting for its own account with respect to a portion of any such sums payable to such Lender.
	(f)     For any period (i) during which any Tax is required to be deducted or
withheld on the basis of the information, certificates or statements of exemption a Lender chooses to transmit with an Internal Revenue Service Form W-8IMY pursuant to subsection 2.12(e)(ii), or (ii) with respect to which a Lender has failed to provide the Borrower with the appropriate form described in Section 2.12(e) (other than if such failure is due to a change in law occurring subsequent to the date on which a form originally was required to be provided, or if such form otherwise is not required under the first sentence of subsection 2.12(e)(i) above), such Lender shall not be entitled to indemnification under Section 2.12(a) with respect to Taxes imposed by the United States; provided, however, that should a Lender become subject to Taxes because of its failure to deliver a form required hereunder, the Borrower shall, at the expense of such Lender, take such steps as the Lender shall reasonably request to assist the Lender to recover such Taxes.
	(g)     Without prejudice to the survival of any other agreement of the Borrower
hereunder, the agreements and obligations of the Borrower contained in this Section 2.12 shall survive the payment in full of principal and interest hereunder.
	Section 2.13     Sharing of Payments, Etc. If any Lender shall obtain any
payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the A Advances made by it (other than pursuant to Section 2.10 or 2.12 or, to the extent the Termination Date is not the same for all Lenders, pursuant to Section 2.06(a)) in excess of its ratable share of payments on account of the A Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the A Advances made by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them, provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (i) the amount of such Le nder's required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

	Section 2.14     Evidence of Debt.
	(a)     Each Lender shall maintain in accordance with its usual practice an
account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Advance owing to such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. The Borrower agrees that upon notice by any Lender to the Borrower (with a copy of such notice to the Agent) to the effect that a promissory note or other evidence of indebtedness is required or appropriate in order for such Lender to evidence (whether for purposes of pledge, enforcement or otherwise) the A Advances or the B Advances owing to, or to be made by, such Lender, the Borrower shall promptly execute and deliver to such Lender promissory notes or other evidence of such indebtedness, in form and substance reasonably satisfactory to the Borrower and such Lender, payable to the order of such Lender in a principal amount equal, in the case of the A Advances, to the aggregate principal amount of the Commitment of such Lender and, in the case of the B Advances, to the outstanding principal amount of B Advances of such Lender; provided, however, that the execution and delivery of such promissory note or other evidence of indebtedness shall not be a condition precedent to the making of any Advance under this Agreement.
	(b)     The Register maintained by the Agent pursuant to Section 8.07(c) shall
include a control account, and a subsidiary account for each Lender, in which accounts (taken together) shall be recorded (i) the date, amount and tenor, as applicable, of each Borrowing, the Borrower that received the proceeds of such Borrowing, the Type of Advances comprising such Borrowing and the Interest Period applicable thereto, (ii) the terms of each Assignment and Acceptance delivered to and accepted by it, (iii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder, and (iv) the amount of any sum received by the Agent from the Borrower hereunder and each Lender's share thereof.
	(c)     The entries made in the Register shall be conclusive and binding for all
purposes, absent manifest error.

	Section 2.15     Use of Proceeds.
	(a)     Advances shall be used by the Borrower for Commercial Paper backup,
for Non-Hostile Acquisitions and for general corporate purposes.
	(b)     No portion of the proceeds of any Advances under this Agreement shall be
used by the Borrower or any of its Subsidiaries in any manner which might cause the Advances or the application of such proceeds to violate, or require any Lender to make any filing or take any other action under, Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System or any other regulation of such Board or to violate the Securities Exchange Act of 1934, in each case as in effect on the date or dates of such Advances and such use of proceeds.

Section 2.16     Extension of the Commitment Termination Date. The

Borrower may, not earlier than 45 days but not later than 30 days prior to the then current Commitment Termination Date (the "Current Termination Date"), propose to extend the Commitment Termination Date for all Lenders for an additional 364 days by delivering to the Agent a copy of an extension request signed by the Borrower (an "Extension Request") in substantially the form of Exhibit D hereto. The Agent shall promptly notify each Lender of its receipt of such Extension Request. Not earlier than 30 days but not later than 15 days (the "Determination Date") prior to the Current Termination Date, each Lender shall notify the Agent and the Borrower of its willingness or unwillingness to extend its Commitment Termination Date hereunder. Any Lender that shall fail to so notify the Agent and the Borrower on or prior to the Determination Date shall be deemed to have declined to so extend. In the event that, on or prior to the Determination Date, Lenders representing more than 50% of the aggregate amount o f the Commitments of all Lenders then in effect shall consent to such extension, the Agent shall so advise the Lenders and the Borrower, and, subject to execution of documentation evidencing such extension and consents, the Commitment Termination Date of each Lender (each a "Consenting Lender") that has consented on or prior to the Determination Date to so extend shall be extended by 364 days. Thereafter, (i) for each Consenting Lender, the term "Commitment Termination Date" as used herein and in any promissory note executed and delivered by the Borrower pursuant to Section 2.14 hereof, shall at all times refer to such date, unless it is later extended pursuant to this Section 2.16, and (ii) for each Lender that either has declined on or prior to the Determination Date to so extend or is deemed to have so declined, the term "Commitment Termination Date" shall at all times refer to the date which was the Commitment Termination Date of such Lender immediately prior to the delivery to the Agent of suc h Extension Request. In the event that, as of the Determination Date, the Consenting Lenders represent 50% or less of the aggregate amount of the Commitments of all Lenders then in effect, the Agent shall so advise the Lenders and the Borrower, and none of the Lenders' Commitment Termination Dates shall be extended and each Lender's Commitment Termination Date shall continue to be the date which was the Commitment Termination Date of such Lender immediately prior to the delivery to the Agent of such Extension Request.

Section 2.17     Substitution of Lenders. If any Lender requests

compensation from the Borrower under Section 2.10(a) or (b) or if any Lender declines to extend its Commitment Termination Date pursuant to Section 2.16, the Borrower shall have the right, with the assistance of the Agent, to seek one or more substitute banks or financial institutions (which may be one or more of the Lenders) reasonably satisfactory to the Agent and the Borrower to purchase the Advances and assume the Commitments of such Lender, and the Borrower, the Agent, such Lender, and such substitute banks or financial institutions shall execute and deliver an appropriately completed Assignment and Acceptance pursuant to Section 8.07(a) hereof to effect the assignment of rights to and the assumption of obligations by such substitute banks or financial institutions; provided that such requesting Lender shall be entitled to (i) compensation under Section 2.10 for any costs incurred by it prior to its replacement, (ii) payment of all A Advances of such Lender then outstanding and all interest an d fees accrued to the date of such payment, and (iii) if any Eurodollar Rate Advances of such Lender are then outstanding, any reimbursement which would be payable under Section 8.04(b) in connection with a prepayment of such Eurodollar Rate Advances on such date.

	Section 2.18     Increased Commitments; Additional Lenders.
	(a)     No more than once per 364 day period from the Second Amended and
Restated Effective Date, the Borrower may, upon at least thirty (30) days notice to the Agent (which shall promptly provide a copy of such notice to the Lenders), propose to increase the aggregate amount of the Commitments in increments of $25,000,000, the total amount of all such increases not to exceed $250,000,000 (the amount of any such increase, the "Increased Commitments"); provided that at the time of and after giving effect to any increase in the Commitments (and the delivery of the applicable commitment increase notice shall constitute a representation and warranty by the Borrower that on the effective date of such increase such statements are true) (i) the Borrower's Long-Term Debt ratings from Moody's and S&P are better than or equal to Baa2 and BBB, respectively; (ii) the representations and warranties of the Borrower contained in Article IV are correct on and as of the date of such increase, before and after giving effect to such increase, as though made on and as of such date, exc ept to the extent that any such representation or warranty expressly relates only to an earlier date, in which case they were correct as of such earlier date; (iii) no Event of Default or Potential Event of Default exists and is continuing ; (iv) on the date of such increase, (x) there shall be no A Advances outstanding or all Interest Periods shall have ended and (y) all accrued and unpaid interest on the A Advances and all accrued and unpaid Facility Fees shall have been paid in full and (v) after any such increase, no Lender's Commitment shall exceed 50% of the aggregate amount of the Commitments. Each Lender party to this Agreement at such time shall have the right (but no obligation), for a period of fifteen (15) days following receipt of such notice, to elect by notice to the Borrower and the Administrative Agent to increase its Commitment by a principal amount which bears the same ratio to the Increased Commitments as its then Commitment bears to the aggregate Commitments then existing.
	(b)     If any Lender party to this Agreement shall not elect to increase its
Commitment pursuant to subsection (a) of this Section, the Borrower may designate another lender or other lenders (which may be, but need not be, one or more of the existing Lenders) which at the time agree to (i) in the case of any such lender that is an existing Lender, increase its Commitment and (ii) in the case of any other such lender (an "Additional Lender"), become a party to this Agreement. The sum of the increases in the Commitments of the existing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders shall not in the aggregate exceed the unsubscribed amount of the Increased Commitments.
	(c)     An increase in the aggregate amount of the Commitments pursuant to this
Section 2.18 shall become effective upon the receipt by the Agent of an agreement in form and substance satisfactory to the Agent signed by the Borrower, by each Additional Lender and by each other Lender whose Commitment is to be increased, setting forth the new Commitments of such Lenders and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof, together with such evidence of appropriate corporate authorization on the part of the Borrower with respect to the Increased Commitments and such opinions of counsel for the Borrower with respect to the Increased Commitments as the Agent may reasonably request.

	Section 2.19     Term Loan.
	(a)     Each Lender severally agrees on the terms and conditions set forth in this
Borrower pursuant to this Agreement) on the Termination Date in an amount up to the sum of (i) the outstanding principal amount of the A Advances made by such Lender and outstanding as of the opening of business on the Termination Date plus (ii) the amount available to be borrowed as A Advances from such Lender as of the opening of business on the Termination Date. The aggregate of such Committed Advances is collectively called the "Term Loans".
	(b)     The Term Loans shall be made upon the irrevocable written notice
(including notice via facsimile confirmed immediately by a telephone call) of the Borrower in the form of a Notice of Borrowing (which notice must be received by the Administrative Agent not later than 11:00 a.m. New York City time not less than three Business Days prior to the Termination Date), specifying: (A) the amount of the Term Loan to the Borrower which shall be in a principal amount not more than the sum of (i) the aggregate principal amount of the A Advances made to the Borrower which will be outstanding as of the opening of business on the Termination Date, plus (ii) the amount available to be borrowed from the Lenders by the Borrower as of the opening of business on the Termination Date; (B) whether the Term Loans are to be comprised of Base Rate Advances or Eurodollar Advances, and the amounts of such A Advances to the Borrower; and (C) the Interest Period applicable to the A Advances included in such notice; provided, that, the Term Loans shall be made only if the Borrower, in accorda nce with Section 2.16, shall have requested that the then current Termination Date be extended; and, provided further that if the Term Loans are made no Commitment Termination Date of any Lender shall be extended.
The proceeds of the Term Loans, to the extent required, will be used to pay the principal amount of the Advances outstanding as of the opening of business on the Termination Date.

	Section 2.20     Special Purpose Funding Vehicles.
	Notwithstanding anything to the contrary contained herein, any Lender, (a
"Granting Lender") may grant to a special purpose funding vehicle (an "SPC") the option to fund all or any part of any Advance that such Granting Lender would otherwise be obligated to fund pursuant to this Agreement; provided, that (i) nothing herein shall constitute a commitment by an SPC to fund any Advance, and (ii) if an SPC elects not to exercise such option or otherwise fails to fund all or any part of such Advance, the Granting Lender shall be obligated to fund such Advance pursuant to the terms hereof. The funding of an Advance by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance were funded by such Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or payment under this Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Granting Lender provides such indemnity or makes such payment. Notwithstanding anything to the contrary conta ined in this Agreement, any SPC may disclose on a confidential basis any non-public information relating to its funding of Advances to any rating agency, commercial paper dealer or provider of any surety or guarantee to such SPC.

ARTICLE III
CONDITIONS OF LENDING

	Section 3.01     Condition Precedent to Second Amended and Restated
Effective Date. The effectiveness of this Agreement and the obligation of each Lender to make its initial Advance hereunder on and after the Second Amended and Restated Effective Date are subject to the condition precedent that the Agent receive on or before the Second Amended and Restated Effective Date the following, each (other than item (e)) dated the Second Amended and Restated Effective Date, and each in form and substance satisfactory to the Agent and in sufficient copies for each Lender:
	(a)     Certified copies of the resolutions of the Board of Directors of the
Borrower approving this Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement;
	(b)     A certificate of the Secretary or an Assistant Secretary of the Borrower
certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered by the Borrower hereunder;
	(c)     A certificate of the Secretary or Assistant Secretary of the Corporation,
dated the Second Amended and Restated Effective Date, certifying the correctness and completeness of the copies of Corporation's Certificate of Incorporation and Bylaws previously delivered to the Agent, together with good standing certificates from the state of its incorporation and its principal place of business, each to be dated a recent date prior to the Second Amended and Restated Effective Date.
	(d)     A favorable opinion of Hayward D. Fisk, Esq., General Counsel of the
Corporation, substantially in the form of Exhibit C hereto.
	(e)     Financial statements of the Borrower and its Subsidiaries specified in
Section 4.01(e) of this Agreement;
	(f)     Evidence satisfactory to the Agent of (i) the absence of any indebtedness
of the Borrower and the Partnership under the Existing Amended and Restated Credit Agreement (including borrowings and accrued interest), (ii) the payment of fees payable, if any, by the Borrower or the Partnership under the Existing Amended and Restated Credit Agreement.

	Section 3.02     Conditions Precedent to Each A Borrowing. The obligation
of each Lender to make an A Advance on the occasion of each A Borrowing (including the initial A Borrowing) shall be subject to the further conditions precedent that (i) Agent shall have received a Notice of A Borrowing with respect thereto in accordance with Section 2.02 and (ii) on the date of such A Borrowing the following statements shall be true (and each of the giving of the applicable Notice of A Borrowing and the acceptance by the Borrower of the proceeds of such A Borrowing shall constitute a representation and warranty by the Borrower that on the date of such A Borrowing such statements are true):
	(a)     The representations and warranties of the Borrower contained in Article
IV are correct on and as of the date of such A Borrowing, before and after giving effect to such A Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, except to the extent that any such representation or warranty expressly relates only to an earlier date, in which case they were correct as of such earlier date; and
	(b)     No event has occurred and is continuing, or would result from such A
Borrowing or from the application of the proceeds therefrom, which constitutes an Event of Default or a Potential Event of Default.

	Section 3.03     Conditions Precedent to Each B Borrowing. The obligation
of each Lender which is to make a B Advance on the occasion of a B Borrowing (including the initial B Borrowing) to make such B Advance as part of such B Borrowing is subject to the conditions precedent that (i) the Agent shall have received the written confirmatory Notice of B Borrowing with respect thereto in accordance with Section 2.03 and (ii) on the date of such B Borrowing the following statements shall be true (and each of the giving of the applicable Notice of B Borrowing and the acceptance by the Borrower of the proceeds of such B Borrowing shall constitute a representation and warranty by the Borrower that on the date of such B Borrowing such statements are true):
	(a)     The representations and warranties of the Borrower contained in Article
IV are correct on and as of the date of such B Borrowing, before and after giving effect to such B Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, except to the extent that any such representation or warranty expressly relates only to an earlier date, in which case they were correct as of such earlier date, and
	(b)     No event has occurred and is continuing, or would result from such B
Borrowing or from the application of the proceeds therefrom, which constitutes an Event of Default or a Potential Event of Default.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES

		Section 4.01     Representations and Warranties of the Borrower. The
Borrower represents and warrants as follows:
		(a)     Due Organization, etc. The Borrower is a corporation duly organized,
validly existing and in good standing under the laws of the State of Nevada. The Borrower is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions which require such qualification except to the extent that failure to so qualify would not have a material adverse effect on the Borrower. Each Subsidiary of the Borrower is duly organized and validly existing under the laws of the jurisdiction of its incorporation or formation. Each such Subsidiary is duly qualified to do business in all other jurisdictions which require such qualification except to the extent that failure to so qualify would not have a material adverse effect on such Subsidiary.
		(b)     Due Authorization, etc. The execution, delivery and performance by the
Borrower of this Agreement are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower's certificate of incorporation or bylaws or (ii) law or any material contractual restriction binding on or affecting the Borrower.
		(c)     Governmental Consent. No authorization or approval or other action by,
and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Borrower of this Agreement.
		(d)     Validity. This Agreement is the legal, valid and binding obligation of the
Borrower enforceable against the Borrower in accordance with its terms, subject to the effect of applicable bankruptcy, insolvency, arrangement, moratorium and other similar laws affecting creditors' rights generally and to the application of general principles of equity.
		(e)     Condition of the Borrower. The balance sheet of the Borrower and its
Subsidiaries as at March 30, 2001, and the related statements of income and retained earnings of the Borrower and its Subsidiaries for the fiscal year then ended, copies of which have been furnished to each Bank, fairly present the financial condition of the Borrower and its Subsidiaries as at such date and the results of the operations of the Borrower and its Subsidiaries for the fiscal year ended on such date, all in accordance with GAAP consistently applied, and as of the Second Amended and Restated Effective Date, there has been no material adverse change in the business, condition (financial or otherwise), operations or properties of the Borrower and its Subsidiaries, taken as a whole, since March 30, 2001.
		(f)     Litigation. There is no pending or threatened investigation, action or
proceeding against the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator that would reasonably be expected to materially adversely affect the financial condition or operations of the Borrower and its Subsidiaries, taken as a whole, or which purports to affect the legality, validity or enforceability of this Agreement.
		(g)     Margin Regulations. The Borrower is not engaged in the business of
extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Advance will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock in any manner that violates or would cause a violation of Regulation T, Regulation U or Regulation X.
		(h)     Payment of Taxes. The Borrower and each of its Subsidiaries have filed
or caused to be filed all material tax returns (federal, state, local and foreign) required to be filed and paid all material amounts of taxes shown thereon to be due, including interest and penalties, except for such taxes as are being contested in good faith and by proper proceedings and with respect to which appropriate reserves are being maintained by the Borrower or any such Subsidiary, as the case may be.
		(i)     Governmental Regulation. The Borrower is not subject to regulation
under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act or the Investment Company Act of 1940, each as amended, or to any Federal or state statute or regulation limiting its ability to incur indebtedness for money borrowed. No Subsidiary of the Borrower is subject to any regulation that would limit the ability of the Borrower to enter into or perform its obligations under this Agreement.
		(j)     ERISA.
			(i)     No ERISA Event which might result in liability (other than for
	premiums payable under Title IV of ERISA) has occurred or is reasonably expected to occur with respect to any Pension Plan.
			(ii)     Schedule B (Actuarial Information) to the most recently completed
	annual report (Form 5500 Series) for each Pension Plan, copies of which have been filed with the Internal Revenue Service and furnished to the Agent, is complete and, to the best knowledge of the Borrower, accurate, and since the date of such Schedule B there has been no material adverse change in the funding status of any such Pension Plan.
			(iii)     Neither the Borrower nor any ERISA Affiliate has incurred, or, to
	the best knowledge of the Borrower, is reasonably expected to incur, any Withdrawal Liability to any Multiemployer Plan.
			(iv)     Neither the Borrower nor any ERISA Affiliate has been notified by
	the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title IV of ERISA, and, to the best knowledge of the Borrower, no Multiemployer Plan is reasonably expected to be in reorganization or to be terminated within the meaning of Title IV of ERISA.
		(k)     Disclosure. No representation or warranty of the Borrower contained in
this Agreement (including any Schedule furnished in connection herewith) contains any untrue statement of a material fact. No other document, certificate or written statement furnished to the Agent or any Lender by or on behalf of the Borrower for use in connection with the transactions contemplated in this Agreement, taken as a whole with other documents, certificates or written statements furnished contemporaneously therewith, contains any untrue statement of fact or omits to state a material fact (known to the Borrower in the case of any documents not furnished by it) necessary in order to make the statements contained therein not misleading in light of the circumstances under which the same were made.
		(l)     Insurance. The Borrower and its Subsidiaries (i) have in full force
insurance coverage of their respective properties, assets and business (including casualty, general liability, products liability and business interruption insurance) that is (A) no less protective in any material respect than the insurance the Borrower and its Subsidiaries have carried in accordance with their past practices or (B) prudent given the nature of the business of the Borrower and its Subsidiaries and the prevailing practice among companies similarly situated or (ii) maintain a plan or plans of self-insurance to such extent and covering such risks as is usual for companies of comparable size engaged in the same or similar business which plan or plans provide for, among other things, adequate reserves for the risks being self-insured.
		(m)     Environmental Matters. (i) The Borrower and each of its Subsidiaries is in
compliance in all material respects with all Environmental Laws the non-compliance with which could reasonably be expected to have a material adverse effect on the financial condition or operations of the Borrower and its Subsidiaries, taken as a whole, and (ii) & nbsp; there has been no "release or threatened release of a hazardous substance" (as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C.  9601 et seq.) or any other release, emission or discharge into the environment of any hazardous or toxic substance, pollutant or other materials from the Borrower's or its Subsidiaries' property other than as permitted under applicable Environmental Law and other than those which would not have a material adverse effect on the financial condition or operations of the Borrower and its Subsidiaries, taken as a whole. Other than disposals for which the Borrower has been indemnified in full, all "hazardous waste" (as defined by t he Resource Conservation and Recovery Act, 42 U.S.C.  6901 et seq. (1976) and the regulations thereunder, 40 CFR Part 261 ("RCRA") generated at the Borrower's or any Subsidiaries' properties have in the past been and shall continue to be disposed of at sites which maintain valid permits under RCRA and any applicable state or local Environmental Law.

ARTICLE V
COVENANTS

		Section 5.01     Affirmative Covenants of the Borrower. The Borrower
covenants and agrees that the Borrower will, unless and until all of the Advances shall have been indefeasibly paid in full and the Commitments of the Lenders shall have terminated, unless Majority Lenders shall otherwise consent in writing:
		(a)     Compliance with Laws, Etc. Comply, and cause each of its Subsidiaries
to comply, with all applicable laws, rules, regulations and orders, such compliance to include, without limitation, (i) complying with all Environmental Laws and (ii) paying before the same become delinquent all taxes, assessments and governmental charges imposed upon it or upon its property except to the extent contested in good faith, except where failure to so comply would not have a material adverse effect on the business, condition (financial or otherwise), operations or properties of the Borrower and its Subsidiaries, taken as a whole.
		(b)     Reporting Requirements. Furnish to the Lenders:
			(i)     as soon as available and in any event within 60 days of the end of
	each of the first three fiscal quarters of each fiscal year of the Borrower, a copy of the quarterly report for such quarter for the Borrower and its Subsidiaries, containing financial statements (including a consolidated balance sheet, consolidated statements of income and stockholders' equity and cash flows of the Borrower and its Subsidiaries) for such quarter;
			(ii)     as soon as available and in any event within 110 days after the end
	of each fiscal year of the Borrower, a copy of the annual audit report for such year for the Borrower and its Subsidiaries, containing financial statements (including a consolidated balance sheet, consolidated statements of income and stockholders' equity and cash flows of the Borrower and its Subsidiaries) for such year, accompanied by an opinion of Deloitte & Touche or other nationally recognized independent public accountants. The opinion shall be unqualified (as to going concern, scope of audit and disagreements over the accounting or other treatment of offsets) and shall state that such consolidated financial statements present fairly the financial position of the Borrower and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as stated therein) and that the examination by such accountants in connection with such consolidated financial statements has b een made in accordance with generally accepted auditing standards;
			(iii)     together with each delivery of the report of the Borrower and its
	Subsidiaries pursuant to subsection (i) or subsection (ii) above, a compliance certificate for the quarter or year, as applicable, executed by an authorized financial officer of the Borrower (A) stating, in the case of the financial statements delivered under Section 5.01(b)(i) for such quarter, that such financial statements fairly present the financial condition of the Borrower and its Subsidiaries as at the dates indicated and the results of operations of the Borrower and its Subsidiaries and cash flow for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise stated therein), subject to changes resulting from audit and normal year-end adjustment, (B) stating that the signer has reviewed the terms of this Agreement and has made, or caused to be made under his or her supervision, a review in reasonable detail of the transactions and condition of the Borrower and its Subsidiaries during the accounting period covered by such financial stateme nts and that such review has not disclosed the existence during or at the end of such accounting period, and that the signer does not have knowledge of the existence as at the date of the compliance certificate, of any condition or event that constitutes an Event of Default or a Potential Event of Default or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action the Borrower has taken, is taking and proposes to take with respect thereto and (C) demonstrating in reasonable detail compliance during (as required thereunder) and at the end of such accounting periods with the restrictions contained in Section 5.02(c).
			(iv)     together with each delivery of the Borrower's annual report
	pursuant to subsection (ii) above, a written statement by the independent public accountants giving the report thereon (so long as delivery of such statement is not prohibited by AICPA rules) (A) stating that their audit examination has included a review of the terms of this Agreement as they relate to accounting matters and (B) stating whether, in connection with their audit examination, any condition or event that constitutes an Event of Default or a Potential Event of Default has come to their attention, and if such a condition or event has come to their attention, specifying the nature and period of existence thereof; provided, that such accountants shall not be liable by reason of any failure to obtain knowledge of any such Event of Default or Potential Event of Default that would not be disclosed in the course of a reasonable audit examination;
			(v)     as soon as possible and in any event within five days after the
	occurrence of each Event of Default and each Potential Event of Default, continuing on the date of such statement, a statement of an authorized financial officer of the Borrower setting forth details of such Event of Default or Potential Event of Default and the action which the Borrower has taken and proposes to take with respect thereto;
			(vi)     promptly after any significant change in accounting policies or
	reporting practices, notice and a description in reasonable detail of such change;
			(vii)     promptly and in any event within 30 days after the Borrower or
	any ERISA Affiliate knows or has reason to know that any ERISA Event referred to in clause (i) of the definition of ERISA Event with respect to any Pension Plan has occurred which might result in liability to the PBGC a statement of the chief accounting officer of the Borrower describing such ERISA Event and the action, if any, that the Borrower or such ERISA Affiliate has taken or proposes to take with respect thereto;
			(viii) promptly and in any event within 10 days after the Borrower or
	any ERISA Affiliate knows or has reason to know that any ERISA Event (other than an ERISA Event referred to in (v) above) with respect to any Pension Plan has occurred which might result in liability to the PBGC, a statement of the chief accounting officer of the Borrower describing such ERISA Event and the action, if any, that the Borrower or such ERISA Affiliate has taken or proposes to take with respect thereto;
			(ix)     promptly and in any event within five Business Days after receipt
	thereof by the Borrower or any ERISA Affiliate from the PBGC, copies of each notice from the PBGC of its intention to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan;
			(x)     promptly and in any event within seven Business Days after receipt
	thereof by the Borrower or any ERISA Affiliate from the sponsor of a Multiemployer Plan, a copy of each notice received by the Borrower or any ERISA Affiliate concerning (w) the imposition of Withdrawal Liability by a Multiemployer Plan, (x) the determination that a Multiemployer Plan is, or is expected to be, in reorganization within the meaning of Title IV of ERISA, (y) the termination of a Multiemployer Plan within the meaning of Title IV of ERISA or (z) the amount of liability incurred, or expected to be incurred, by the Borrower or any ERISA Affiliate in connection with any event described in clause (w), (x) or (y) above;
			(xi)     promptly after the sending or filing thereof, copies of all proxy
	statements, financial statements and reports that the Borrower or any of its Subsidiaries sends to its stockholders generally, and copies of all regular, periodic and special reports, and all registration statements, that the Borrower or any of its Subsidiaries files with the SEC or any governmental authority that may be substituted therefor, or with any national securities exchange;
			(xii)     promptly after the furnishing thereof, copies of any statement or
	report furnished to any other holder of the securities of the Borrower or any of its Subsidiaries 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 any other clause of this Section 5.01.
			(xiii)     promptly after the commencement thereof, notice of all material
	actions, suits and proceedings before any court or government department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting the Borrower or any of its Subsidiaries, of the type described in Section 4.01(f).
			(xiv)     promptly after the occurrence thereof, notice of (A) any event
	which makes any of the representations contained in Section 4.01(m) inaccurate in any material respect or (B) the receipt by the Borrower of any notice, order, directive or other communication from a governmental authority alleging violations of or noncompliance with any Environmental Law which could reasonably be expected to have a material adverse effect on the financial condition of the Borrower and its Subsidiaries, taken as a whole;
			(xv)     promptly after any change in any Rating, a notice of such change,
	which notice shall specify the new Rating, the date on which such change was publicly announced (in the case of a public rating) or was disclosed to the Borrower (in the case of a private rating), and such other information with respect to such change as any Lender through Agent may reasonably request; and
			(xvi)     such other information respecting the condition or operations,
	financial or otherwise, of the Borrower or any of its Subsidiaries as any Lender through the Agent may from time to time reasonably request.
		(c)     Corporate Existence, Etc. The Borrower will, and will cause each of its
material Subsidiaries to, at all times maintain its fundamental business and preserve and keep in full force and effect its corporate existence (except as permitted under Section 5.02(b)) and all rights, franchises and licenses necessary or desirable in the normal conduct of its business.
		(d)     Maintenance of Insurance. The Borrower will and will cause each of its
Subsidiaries to maintain insurance with responsible and reputable insurance companies or associations in such amounts and covering such risks (i) as are usually insured by companies engaged in similar businesses and (ii) with responsible and reputable insurance companies or associations. Notwithstanding the foregoing, the Borrower and its Subsidiaries may maintain a plan or plans of self-insurance to such extent and covering such risks as is usual for companies of comparable size engaged in the same or similar business, which plans shall include, among other things, adequate reserves for the risks that are self-insured. On request the Borrower will advise the Agent and the Lenders concerning any such plan or plans for self-insurance.

	Section 5.02     Negative Covenants of the Borrower. The Borrower
covenants and agrees that, unless and until all of the Advances shall have been indefeasibly paid in full and the Commitments of the Lenders shall have terminated, unless Majority Lenders shall otherwise consent in writing:
	(a)     Liens, Etc. The Borrower will not create or suffer to exist, or permit any
of its Subsidiaries to create or suffer to exist, any Lien, upon or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, in each case to secure or provide for the payment of any Debt of any Person, unless the Borrower's obligations hereunder shall be secured equally and ratably with, or prior to, any such Debt; provided however that the foregoing restriction shall not apply to the following Liens which are permitted:

	(i)     set-off rights, arising by operation of law or under any contract
entered into in the ordinary course of business, and bankers' Liens, Liens of carriers, warehousemen, mechanics, workmen, employees, materialmen and other Liens imposed by law;
	(ii)     Liens in favor of the United States of America to secure amounts
paid to the Borrower or any of its Subsidiaries as advance or progress payments under government contracts entered into by it so long as such Liens cover only (x) special bank accounts into which only such advance or progress payments are deposited and (y) supplies covered by such government contracts and material and other property acquired for or allocated to the performance of such government contracts;
	(iii)     attachment, judgment and other similar Liens arising in connection
with legal proceedings, provided that the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being contested in good faith by appropriate proceedings, and provided that any such judgment does not constitute an Event of Default;
	(iv)     Liens on accounts receivable resulting from the sale of such
accounts receivable;
	(v)     Liens on assets of any Subsidiary of the Borrower existing at the
time such Person becomes a Subsidiary (other than any such Lien created in contemplation of becoming a Subsidiary);
	(vi)     purchase money Liens upon or in any property acquired or held by
the Borrower or any Subsidiary in the ordinary course of business to secure the purchase price of such property or to secure Debt incurred solely for the purpose of financing the acquisition of such property (provided that the amount of Debt secured by such Lien does not exceed 100% of the purchase price of such property and transaction costs relating to such acquisition) and Liens existing on such property at the time of its acquisition (other than any such Lien created in contemplation of such acquisition); and the interest of the lessor thereof in any property that is subject to a Capital Lease;
	(vii)     Liens, other than Liens described in clauses (i) through (vi) and
in clause (ix), to secure Debt not in excess of an aggregate of $75,000,000 principal amount at any time outstanding;
	(viii)     Liens resulting from any extension, renewal or replacement (or
successive extensions, renewals or replacements), in whole or in part, of any Debt secured by any Lien referred to in clauses (iv), (v) and (vi) so long as (x) the aggregate principal amount of any such Debt shall not increase as a result of any such extension, renewal or replacement and (y) Liens resulting from any such extension, renewal or replacement shall cover only such property which secured the Debt that is being extended, renewed or replaced; and
	(ix)     Liens on any of the properties described in Schedule II hereto to
secure Debt, provided that the amount of such Debt does not exceed 100% of the fair market value of the property encumbered by such Lien at the time such Debt is incurred.

(b)     Restrictions on Fundamental Changes. The Borrower will not, and will

not permit any of its Subsidiaries to, merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or a substantial portion of its assets (whether now owned or hereafter acquired) to any Person (other than the Borrower or any Subsidiary of the Borrower, so long as the Borrower, directly or indirectly, owns 80% or more of the voting stock thereof), or enter into any partnership, joint venture, syndicate, pool or other combination, unless (a) no Event of Default or Potential Event of Default has occurred and is continuing or would result therefrom and (b) in the case of any consolidation or merger involving the Borrower either (i) the Borrower is the surviving entity or (ii) the Person surviving or resulting from such consolidation or merger shall have assumed the obligations of the Borrower hereunder in an agreement or instrument reasonably satisfactory in form and substance to the Agent.

	(c)     Financial Covenants.
		(i)      Leverage Ratio. The Borrower will not permit at any time the ratio
of Consolidated Total Debt to Consolidated Total Capitalization to exceed 0.50 to 1.00.
		(ii)     Consolidated Total Debt to Consolidated EBITDA Ratio. The
Borrower will not permit on any date the ratio of Consolidated Total Debt outstanding on such date to Consolidated EBITDA for the period of four consecutive fiscal quarters ending on or immediately prior to such date, to exceed 2.50 to 1.00.

	(d)     Plan Terminations. The Borrower will not, and will not permit any
ERISA Affiliate to, terminate any Pension Plan so as to result in liability of the Borrower or any ERISA Affiliate to the PBGC in excess of $15,000,000, or permit to exist any occurrence of an event or condition which reasonably presents a material risk of a termination by the PBGC of any Pension Plan with respect to which the Borrower or any ERISA Affiliate would, in the event of such termination, incur liability to the PBGC in excess of $15,000,000.
	(e)     Employee Benefit Costs and Liabilities. The Borrower will not, and will
not permit any ERISA Affiliate to, create or suffer to exist, (i) any Insufficiency with respect to a Pension Plan or any Withdrawal Liability with respect to a Multiemployer Plan if, immediately after giving effect thereto, such Insufficiencies and Withdrawal Liabilities of all Pension Plans and Multiemployer Plans, respectively, of the Borrower and its ERISA Affiliates exceeds $25,000,000 or (ii) except as provided in Section 4980B of the Code and except as provided under the terms of any employee welfare benefit plans provided pursuant to the terms of collective bargaining agreements, any employee benefit plan to provide health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of the Borrower or any of its ERISA Affiliate unless the Borrower and/or any of its ERISA Affiliates are permitted to terminate such benefits pursuant to the terms of such employee benefit plan.

ARTICLE VI
EVENTS OF DEFAULT

		Section 6.01     Events of Default. If any of the following events ("Events of
Default") shall occur and be continuing:
		(a)     The Borrower shall fail to pay any principal of any Advance when the
same becomes due and payable or the Borrower shall fail to pay any interest on any Advance or any fees or other amounts payable hereunder within five days of the date due; or
		(b)     Any representation or warranty made by the Borrower herein or in
connection with this Agreement shall prove to have been incorrect in any material respect when made; or
		(c)     The Borrower shall fail to perform or observe (i) any term, covenant or
agreement contained in Section 5.01(c) or 5.02, or (ii) any other term, covenant or agreement contained in this Agreement on its part to be performed or observed if the failure to perform or observe such other term, covenant or agreement shall remain unremedied for 30 days after the Borrower obtains knowledge of such breach; or
		(d)     The Borrower or any of its Subsidiaries shall fail to pay any principal of or
premium or interest on any Debt which is outstanding in a principal amount of at least $35,000,000 in the aggregate (but excluding Debt arising under this Agreement) of the Borrower or such Subsidiary (as the case may be), when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Debt; or any other event shall occur or condition shall exist under any agreement or instrument relating to any such Debt and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to accelerate, or to permit the acceleration of, the maturity of such Debt; or any such Debt shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment or by a required prepayment of insurance proceeds or by a required prepayment as a result of formulas based on asset sales or excess cash flow), redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Debt shall be required to be made, in each case prior to the stated maturity thereof; or
		(e)     The Borrower or any of its Significant Subsidiaries shall generally not pay
its debts as such debts become due, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Borrower or any of its Significant Subsidiaries seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it), either such proceeding shall remain undismissed or unstayed for a period of 60 days, or any of the actions sought in such proceeding (including, without limitation, the entry of an order for relief against, or the app ointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or the Borrower or any of its Significant Subsidiaries shall take any corporate or partnership action to authorize any of the actions set forth above in this subsection (e); or
		(f)     Any judgment or order for the payment of money in excess of
$35,000,000 shall be rendered against the Borrower or any of its Significant Subsidiaries and is not promptly paid by the Borrower or any of its Significant Subsidiaries and either (i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order or (ii) there shall be any period of 10 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; or
		(g)     (i)     Any ERISA Event with respect to a Pension Plan shall have
	occurred and, 30 days after notice thereof shall have been given to the Borrower by the Agent, (x) such ERISA Event shall still exist and (y) the sum (determined as of the date of occurrence of such ERISA Event) of the Insufficiency of such Pension Plan and the Insufficiency of any and all other Pension Plans with respect to which an ERISA Event shall have occurred and then exist (or in the case of a Pension Plan with respect to which an ERISA Event described in clause (iii) through (vi) of the definition of ERISA Event shall have occurred and then exist, the liability related thereto) is equal to or greater than $15,000,000; or
			(ii)     The Borrower or any ERISA Affiliate shall have been notified by
	the sponsor of a Multiemployer Plan that it has incurred an aggregate Withdrawal Liability for all years to such Multiemployer Plan in an amount that, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower and its ERISA Affiliates as Withdrawal Liability (determined as of the date of such notification), exceeds $15,000,000; or
			(iii)     The Borrower or any ERISA Affiliate shall have been notified by
	the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV or ERISA, if as a result of such reorganization or termination the aggregate annual contributions of the Borrower and its ERISA Affiliates to all Multiemployer Plans that are then in reorganization or being terminated have been or will be increased over the amounts contributed to such Multiemployer Plans for the plan year of such Multiemployer Plan immediately preceding the plan year in which the reorganization or termination occurs by an amount exceeding $15,000,000; or
		(h)     Any Person or two or more Persons acting in concert shall have acquired
beneficial ownership (within the meaning of Rule 13d-3 of the SEC under the Securities Exchange Act of 1934, as amended), directly or indirectly, of securities of the Borrower (or other securities convertible into such securities) representing 35% or more of the combined voting power of all securities of the Borrower entitled to vote in the election of directors, other than securities having such power only by reason of the happening of a contingency; or
		(i)     The Borrower or any of its Subsidiaries shall be suspended or debarred by
any governmental entity from entering into any government contract or government subcontract from otherwise engaging in any business relating to government contracts or from participation in government non-procurement programs, and such suspension or debarment could reasonably be expected to have a material adverse effect on the business, condition (financial or otherwise), operations or properties of the Borrower and its Subsidiaries, taken as a whole; then, and in any such event, the Agent (i) shall at the request, or may with the consent, of the Majority Lenders, by notice to the Borrower, declare the obligation of each Lender to make Advances to be terminated, whereupon the same shall forthwith terminate, and (ii) shall at the request, or may with the consent, of the Majority Lenders, by notice to the Borrower, declare the Advances, all interest thereon and all other amounts payable under this Agreement to be forthwith due and payable, whereupon the Advances, all such interest and all such a mounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are here expressly waived by the Borrower; provided, however, that in the event of an actual or deemed entry of an order for relief with respect to the Borrower or any of its Subsidiaries under the Federal Bankruptcy Code, (A) the obligation of each Lender to make Advances shall automatically be terminated and (B) the Advances, all such interest and all such amounts shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by the Borrower.

ARTICLE VII
THE AGENT

	Section 7.01     Authorization and Action. Each Lender hereby appoints and
authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Agent by the terms hereof, together with such powers as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the Advances and other amounts owing hereunder), the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Majority Lenders, and such instructions shall be binding upon all Lenders; provided, however, that the Agent shall not be required to take any action which exposes the Agent to personal liability or which is contrary to this Agreement or applicable law. The Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement.
	Section 7.02     Agent's Reliance, Etc. Neither the Agent nor any of its
directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent: (i) may treat the payee of any Advance as the holder thereof until the Agent receives and accepts an Assignment and Acceptance entered into by the Lender which is the payee of such Advance, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07; (ii) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representat ions (whether written or oral) made in or in connection with this Agreement; (iv) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement on the part of the Borrower or to inspect the property (including the books and records) of the Borrower; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; and (vi) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier, telegram, or delivery) believed by it to be genuine and signed or sent by the proper party or parties.
	Section 7.03     CUSA and Affiliates. With respect to its Commitment, the
Advances made by it, CUSA shall have the same rights and powers under this Agreement as any other Lender and may exercise the same as though it were not the Agent; and the term "Lender" or "Lenders" shall, unless otherwise expressly indicated, include CUSA in its individual capacity. CUSA and its affiliates may accept deposits from, lend money to, act as trustee under indentures of, and generally engage in any kind of business with, the Borrower, any of their respective subsidiaries and any Person who may do business with or own securities of the Borrower or any such subsidiary, all as if CUSA were not the Agent and without any duty to account therefor to the Lenders.
	Section 7.04     Lender Credit Decision. Each Lender acknowledges that it
has, independently and without reliance upon the Agent or any other Lender and based on the financial statements referred to in Section 4.01 and such other documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Agent 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 this Agreement.
	Section 7.05     Indemnification. The Lenders agree to indemnify the Agent
(to the extent not reimbursed by the Borrower), ratably according to the respective principal amounts of the A Advances then held by each of them (or if no A Advances are at the time outstanding or if any A Advances are held by Persons which are not Lenders, ratably according to the respective amounts of their Commitments), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Agent in any way relating to or arising out of this Agreement or any action taken or omitted by the Agent under this Agreement, provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Agent's gross negligence or willful misconduct. Without limitation of the foregoing, each Lender agrees to reimburse the Age nt promptly upon demand for its ratable share of any out-of-pocket expenses (including counsel fees) incurred by the Agent in connection with the preparation, execution, delivery, administration, syndication, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, to the extent that the Agent is not reimbursed for such expenses by the Borrower.
	Section 7.06     Successor Agent. The Agent may resign at any time by giving
written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the Majority Lenders. Upon any such resignation or removal, the Majority Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Majority Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent which shall be a commercial bank organized under the laws of the United States of America or of any State thereof or any Bank and, in each case having a combined capital and surplus of at least $50,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agen t shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

ARTICLE VIII
MISCELLANEOUS

	Section 8.01     Amendments, Etc. No amendment or waiver of any provision
of this Agreement, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01, (b) increase the Commitments of the Lenders (except pursuant to Section 2.18) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, the A Advances or any fees or other amounts payable hereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the A Advances or any fees or other amounts payable hereunder (except pursuant to Section 2.16), (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of the A Advances, or the number of Lenders, which shall be required for the Lenders or any of them to take any action hereunder, or (f) amend Section 2.16, Section 2.18 or this Section 8.01; and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Agent under this Agreement; and provided further, that no amendment, modification, termination or waiver of the principal amount of any B Advance or payments or prepayments by the Borrower in respect thereof, the scheduled maturity dates of any B Advance, the dates on which interest is payable and decreases in interest rates borne by B Advances shall be effective without the written concurrence of the Lender which has funded such B Advance and provided, further that no amendment of Section 2.19 shall be effective without the written consent of each Granting Lender, all or any part of whose outstanding Loans is being funded by an SPC at the time of such amendment.
	Section 8.02     Notices, Etc. All notices and other communications provided
for hereunder shall be in writing (including telecopier communication) and mailed, telecopied or delivered, if to the Borrower, at its address at Computer Sciences Corporation, 2100 East Grand Avenue, El Segundo, California, 90245, Attention: Leon J. Level; if to any Bank, at its Domestic Lending Office specified opposite its name on Schedule I hereto; if to any other Lender, at its Domestic Lending Office specified in the Assignment and Acceptance pursuant to which it became a Lender; and if to the Agent, (A) for all notices and communications relating to borrowings or repayments, including, without limitation, any Notice of Borrowing, Notice of Conversion/Continuation or notice of repayment or prepayment, at its address at Citicorp USA, Inc., c/o Citibank Agency Services, 2 Penns Way, Suite 200, New Castle, Delaware 19720, Attention: Janet Wallace, and (B) for all other notices and communications at its address at Citicorp USA, Inc., 787 West 5th Street, 27th Floor, Los Angeles, California 90071, Attent ion: Walter Larsen; or, as to the Borrower or the Agent, at such other address as shall be designated by such party in a written notice to the other parties and, as to each other party, at such other address as shall be designated by such party in a written notice to the Borrower and the Agent. All such notices and communications shall, when personally delivered, mailed or telecopied, be effective when personally delivered, after five (5) days after being deposited in the mails, or confirmed by telecopier, respectively, except that notices and communications to the Agent pursuant to Article II or VII shall not be effective until received by the Agent.
	Section 8.03     No Waiver; Remedies. No failure on the part of any Lender
or the Agent to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.
	Section 8.04     Costs, Expenses and Indemnification.
	(a)     The Borrower agrees to pay promptly on demand all reasonable costs and
out-of-pocket expenses of Agent in connection with the preparation, execution, delivery, administration, syndication, modification and amendment of this Agreement, and the other documents to be delivered hereunder or thereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Agent with respect thereto and with respect to advising the Agent as to its rights and responsibilities hereunder. The Borrower further agrees to pay promptly on demand all costs and expenses of the Agent and of each Lender, if any (including, without limitation, reasonable counsel fees and out-of-pocket expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the other documents to be delivered hereunder, including, without limitation, reasonable counsel fees and out-of-pocket expenses in connection with the enforcement of rights under this Section 8.04(a).
	(b)     If any payment of principal of any Eurodollar Rate Advance or B Advance
extended to the Borrower is made other than on the last day of the interest period for such Advance, as a result of a payment pursuant to Section 2.06 or acceleration of the maturity of the Advances pursuant to Section 6.01 or for any other reason, the Borrower shall, upon demand by any Lender (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses which it may reasonably incur as a result of such payment, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance.
	(c)     The Borrower agrees to indemnify and hold harmless the Agent, each
Lender and each director, officer, employee, agent, attorney and affiliate of the Agent and each Lender (each an "indemnified person") in connection with any expenses, losses, claims, damages or liabilities to which the Agent, a Lender or such indemnified persons may become subject, insofar as such expenses, losses, claims, damages or liabilities (or actions or other proceedings commenced or threatened in respect thereof) arise out of the transactions referred to in this Agreement or arise from any use or intended use of the proceeds of the Advances, or in any way arise out of activities of the Borrower that violate Environmental Laws, and to reimburse the Agent, each Lender and each indemnified person, upon their demand, for any reasonable legal or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any such loss, claim, damage, liability, or action or other proceeding, whether commenced or threatened (whether or not the Agent, such Lender or any such per son is a party to any action or proceeding out of which any such expense arises). Notwithstanding the foregoing, the Borrower shall have no obligation hereunder to an indemnified person with respect to indemnified liabilities which have resulted from the gross negligence, bad faith or willful misconduct of such indemnified person.

Section 8.05     Right of Set-off. Upon (i) the occurrence and during the

continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Agent to declare the Advances due and payable pursuant to the provisions of Section 6.01, each Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (time or demand, provisional or final, or general, but not special) at any time held and other indebtedness at any time owing by such Lender or any Affiliate thereof 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 that are then due and payable, whether or not such Lender shall have made any demand under this Agreement, and each such Affiliate is hereby irrevocably authorized to permit such setoff and application. Each Lender agrees promptly to notify the Borrower after any such set-off and application made by such Lend er, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) which such Lender may have.

Section 8.06     Binding Effect. This Agreement shall be deemed to have been

executed and delivered when it shall have been executed by the Borrower and the Agent and when the Agent shall have been notified by each Bank that such Bank has executed it and thereafter shall be binding upon and inure to the benefit of the Borrower, the Agent and each Lender and their respective successors and permitted assigns, except that the Borrower shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of all Lenders. At the time of the effectiveness of this Agreement, (i) this Agreement shall supersede the Existing Amended and Restated Credit Agreement and (ii) the Existing Amended and Restated Credit Agreement shall automatically terminate and be of no further force and effect.

	Section 8.07     Assignments and Participations.
	(a)     Each Lender may assign to one or more Eligible Assignees all or a portion
of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the A Advances owing to it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement (other than any B Advances), (ii) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of each of the assigning Lender and the Eligible Assignee party to such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not be less than $10,000,000, (iii) each such assignment shall be to an Eligible Assignee, and (iv) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, and a processing and recordation fee of $3,500. Upon such ex ecution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). Any Lender may at any time pledge or assign all or any portion of its rights hereunder to any Affiliate of such Lender or any Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder.
	(b)     By executing and delivering an Assignment and Acceptance, the Lender
assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under this Agreement or any other instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the financial statements referred to in Secti on 4.01, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee will, independently and without reliance upon the Agent, such assigning Lender 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 this Agreement; (v) such assignee confirms that it is an Eligible Assignee; (vi) such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Agent by the terms hereof, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender.
	(c)     The Agent shall maintain at its address referred to in Section 8.02 a copy
of each Assignment and Acceptance delivered to and accepted by it and a register for the recordation of the names and addresses of the Lenders and the Commitment of, the Commitment Termination Date of, and, with respect to the Borrower, principal amount of the Advances owing to, each Lender from time to time (the "Register"). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Agent and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.
	(d)     Within five days of its receipt of an Assignment and Acceptance executed
by an assigning Lender and an assignee representing that it is an Eligible Assignee (together with a processing and recordation fee of $3,500 with respect thereto) and upon consent of the Borrower thereto, which consent shall not be unreasonably withheld, the Agent shall, if such Assignment and Acceptance has been completed and is in substantially the form of Exhibit B hereto, (1) accept such Assignment and Acceptance and (2) record the information contained therein in the Register. All communications with the Borrower with respect to such consent of the Borrower shall be either sent pursuant to Section 8.02 or sent to the following: CSC Enterprises, 2100 E. Grand Avenue, El Segundo, California 90245, Attention: Leon J. Level, Telephone No.: (310) 615-1728, Facsimile No.: (310) 322-9767.
	(e)     Each Lender may assign to one or more banks or other entities any B
Advance or B Advances made by it.
	(f)     Each Lender may sell participations to one or more banks or other entities
in or to all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owing to it; provided, however, that (i) such Lender's obligations under this Agreement (including, without limitation, its Commitment to the Borrower hereunder) shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) such Lender shall remain the holder of any such Advance for all purposes of this Agreement, (iv) the Borrower, the Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement, and (v) no Lender shall grant any participation under which the participant shall have rights to require such Lender to take or omit to take any action hereunder or approve any amendment to or waiver of this Agreement, except to the e xtent such amendment or waiver would: (A) extend the Termination Date of such Lender; or (B) reduce the interest rate or the amount of principal or fees applicable to Advances or the Commitment in which such participant is participating.
	(g)     Any Lender may, in connection with any assignment or participation or
proposed assignment or participation pursuant to this Section 8.07, disclose to the assignee or participant or proposed assignee or participant, any information relating to the Borrower furnished to such Lender by or on behalf of the Borrower; provided that, prior to any such disclosure, the assignee or Participant or proposed assignee or participant shall agree to preserve the confidentiality of any confidential information relating to the Borrower received by it from such Lender.

	Section 8.08     Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York.

	Section 8.09     Execution in Counterparts. This Agreement may be
executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

Section 8.10     Consent to Jurisdiction; Waiver of Immunities. The

Borrower hereby irrevocably submits to the jurisdiction of any New York state or Federal court sitting in New York, New York in any action or proceeding arising out of or relating to this Agreement, and the Borrower hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such New York state or Federal court. The Borrower hereby irrevocably waives, to the fullest extent they may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. The Borrower 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 Section 8.10 shall affect the right of any Lender or Agent to serve legal process in any other manner permitted by law or affect the right of any Lender or Agent to bring any action or proceeding against the Borrower or its property in the courts of any other jurisdiction.

Section 8.11     Waiver of Trial by Jury. THE BORROWER, THE BANKS,

THE AGENT AND, BY ITS ACCEPTANCE OF THE BENEFITS HEREOF, OTHER LENDERS HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT. The scope of this waiver is intended to be all-encompassing of any and all disputes that may be filed in any court and that relate to the subject matter of this transaction, including without limitation contract claims, tort claims, breach of duty claims and all other common law and statutory claims. Each of the Borrower, the Banks, the Agent and, by its acceptance of the benefits hereof, other Lenders (i) acknowledges that this waiver is a material inducement for the Borrower, the Lenders and the Agent to enter into a business relationship, that the Borrower, the Lenders and the Agent have already relied on this waiver in entering into this Agreement or accepting the benefits thereof, as the case may be, and that each will continue to rely on this waiver in their related future dealings and (ii ) further warrants and represents that it has reviewed this waiver with its legal counsel, and that it knowingly and voluntarily waives its jury trial rights following consultation with legal counsel. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT. In the event of litigation, this Agreement may be filed as a written consent to a trial by the court.

	Section 8.12     Survival of Warranties. All agreements, representations and
warranties made in this Agreement shall survive the execution and delivery of this Agreement and any increase in the Commitments under this Agreement.
	Section 8.13     Severability. In case any provision in or obligation under this
Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.
	Section 8.14     Headings Section and subsection headings in this Agreement
are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose or be given any substantive effect.

SCHEDULE I

APPLICABLE LENDING OFFICES

Bank	Domestic Lending Office	Eurodollar Lending Office
Banca Commerciale Italiana (Los Angeles Foreign Branch)	Banca Commerciale Italiana (N.Y. Branch) One South William Street New York, NY 10004 Attention: Brigitte Sacin Telephone No. (212) 607-3899 Facsimile No. (212) 809-2124	Banca Commerciale Italiana (N.Y. Branch) One South William Street New York, NY 10004 Attention: Brigitte Sacin Telephone No. (212) 607-3899 Facsimile No. (212) 809-2124
Banca di Roma	Banca di Roma One Market Street, Steuart Tower Suite 1000 San Francisco, CA 94105 Attention: Rick Dietz Telephone No.: (415) 977-7310 Facsimile No.: (415) 357-9869	Banca di Roma One Market Street, Steuart Tower Suite 1000 San Francisco, CA 94105 Attention: Rick Dietz Telephone No.: (415) 977-7310 Facsimile No.: (415) 357-9869
Banca Nazionale del Lavoro	Banca Nazionale del Lavoro S.p.A. New York Branch 25 W. 51st St. New York, NY 10019 Attention: Giulio Giovine Telephone No. (212) 314-0239 Facsimile: (212) 765-2978	Banca Nazionale del Lavoro S.p.A. New York Branch 25 W. 51st St. New York, NY 10019 Attention: Giulio Giovine Telephone No.: (212) 314-0239 Facsimile No.: (212) 765-2978
ING (U.S.) Capital, LLC	ING (U.S.) Capital, LLC 135 Avenue of the Americas New York, NY 10055 Attention: Pamela Kaye Telephone No.: (646) 424-8246 Facsimile No.: (646) 424-8254	ING (U.S.) Capital, LLC 135 Avenue of the Americas New York, NY 10055 Attention: Pamela Kaye Telephone No.: (646) 424-8246 Facsimile No.: (646) 424-8254
The Bank of New York	The Bank of New York One Wall Street, 2nd Floor New York, NY 10005 Attention: Dawn Hertling Telephone No.: (212) 635-6742 Facsimile No.: (212) 635-6933	The Bank of New York One Wall Street, 2nd Floor New York, NY 10005 Attention: Dawn Hertling Telephone No.: (212) 635-6742 Facsimile No.: (212) 635-6933
The Bank of Nova Scotia	The Bank of Nova Scotia 580 California Street San Francisco, CA 94104 Attention: Ed Kofman Telephone No.: (415) 986-1100 Facsimile No.: (415) 397-0791	The Bank of Nova Scotia 580 California Street San Francisco, CA 94104 Attention: Ed Kofman Telephone No.: (415) 986-1100 Facsimile No.: (415) 397-0791
Citicorp USA, Inc.	Citicorp USA, Inc. Citibank Agency Services 2 Penns Way, Suite 200 New Castle, DE 19720 Attention: Janet Wallace Telephone No: (302) 894-6029 Facsimile No: (302) 894-6120	Citicorp USA, Inc. Citibank Agency Services 2 Penns Way, Suite 200 New Castle, DE 19720 Attention: Janet Wallace Telephone No: (302) 894-6029 Facsimile No.: (302) 894-6120
Dresdner Bank AG	Dresdner Bank AG, New York Branch Grand Cayman Branch 75 Wall Street New York, NY 10005 Attention: Thomas A. Lowe Telephone No.: (212) 429-3037 Facsimile No.: (212) 429-2780	Dresdner Bank AG, New York Branch Grand Cayman Branch 75 Wall Street New York, NY 10005 Attention: Thomas A. Lowe Telephone No.: (212) 429-3037 Facsimile No.: (212) 429-2780
Bank One, NA	The First National Bank of Chicago One First National Plaza Chicago, IL 60670 Attention: Sharon Bosh Telephone No.: (312) 732-5694 Facsimile No.: (312) 732-4840	The First National Bank of Chicago One First National Plaza Chicago, IL 60670 Attention: Sharon Bosh Telephone No.: (312) 732-5694 Facsimile No.: (312) 732-4840
First Union National Bank	First Union National Bank 301 S. College St. Mail Code: NC1183 Charlotte, NC 28288 Attention: Todd Tucker Telephone No.: (704) 383-0905 Facsimile No.: (704) 383-7999	First Union National Bank 301 S. College St. Mail Code: NC1183 Charlotte, NC 28288 Attention: Todd Tucker Telephone No.: (704) 383-0905 Facsimile No.: (704) 383-7999
Mellon Bank, N.A.	Mellon Bank, N.A. Three Mellon Center, Room 1203 Pittsburgh, PA 15259 Attention: Loan Administration Telephone No.: (412) 234-7365 Facsimile No.: (412) 209-6122	Mellon Bank, N.A. Three Mellon Center, Room 1203 Pittsburgh, PA 15259 Attention: Loan Administration Telephone No.: (412) 234-7365 Facsimile No.: (412) 209-6122
The Chase Manhattan Bank	The Chase Manhattan Bank 270 Park Avenue New York, NY 10017 Attention: John Kowalczuk Telephone No.: (212) 270-6782 Facsimile No.: (212) 270-4584	The Chase Manhattan Bank 1 Chase Manhattan Plaza 8th Floor, New York NY 10081 Attention: Elaine Augustine Telephone No.: (212) 552-7489 Facsimile No.: (212) 552-5700
National Westminster Bank, Plc	National Westminister Bank, Plc New York Branch 65 East 55th Street, 24th Floor New York, NY 10022 Attention: Sheila Shaw, Commercial Loans Telephone No.: (212) 401-1406/1424 Facsimile No.: (212) 401-1494	National Westminister Bank, Plc New York Branch 65 East 55th Street, 24th Floor New York, NY 10022 Attention: Sheila Shaw, Commercial Loans Telephone No.: (212) 401-1406/1424 Facsimile No.: (212) 401-1494
Standard Chartered Bank	Standard Chartered Bank 7 World Trade Center New York, NY 10048 Attention: Larry Fitzgerald Telephone No.: (212) 667-0107 Facsimile No.: (212) 667-0568	Standard Chartered Bank 7 World Trade Center New York, NY 10048 Attention: Larry Fitzgerald Telephone No.: (212) 667-0107 Facsimile No.: (212) 667-0568
Wells Fargo Bank	Wells Fargo Bank 707 Wilshire Boulevard, 16th Floor MAC 2818-165 Los Angeles, CA 90017 Attention: Catherine Wallace Telephone No.: (213) 614-4763 Facsimile No.: (213) 614-2569	Wells Fargo Bank 707 Wilshire Boulevard, 16th Floor MAC 2818-165 Los Angeles, CA 90017 Attention: Catherine Wallace Telephone No.: (213) 614-4763 Facsimile No.: (213) 614-2569
Northern Trust Company	Northern Trust Company 50 S. LaSalle Chicago, IL 60675 Attention: Nicole Boehm Facsimile No.: (312) 630-6062	Northern Trust Company 50 S. LaSalle Chicago, IL 60675 Attention: Nicole Boehm Facsimile No.: (312) 630-6062
Sumitomo Mitsui Banking Corporation	Sumitomo Mitsui Banking Corporation 277 Park Avenue New York, NY 10172 Attention: John Wichrowski or Claire Kowalski Telephone No.: (212) 224-4336 or (212) 224-4312 Fax No.: 212-224-5197	Sumitomo Mitsui Banking Corporation 277 Park Avenue New York, NY 10172 Attention: John Wichrowski or Claire Kowalski Telephone No.:(212) 224-4336 or (212) 224-4312 Fax No.: 212-224-5197

SCHEDULE II
PROPERTY OF BORROWER AND ITS SUBSIDIARIES

		Approximate
	Address	Square Footage	Acreage
1.	301 Harper Drive Moorestown, NJ	41,000	4.2
2.	3001 Centreville Road Herndon, VA	87,000	16.5
3.	2100 E. Grand Avenue El Segundo, CA	206,000	5.9
4.	304 W. Route 38 Moorestown, NJ	65,865	5.5
5.	300 Fellowship Road Mt. Laurel, NJ	12,000	8.3
6.	3170 Fairview Park Drive Falls Church, VA	285,408	11.1
7.	100 Winnenden Road Norwich, CT	149,000	51.0
8.	9305 Lightwave San Diego, CA	161,000	9.5
9.	460 Pacific Highway St. Leonards, Australia	63,355	1.0
10.	2 Crawford Drive Nowra, Australia	2,500	0.2
11.	1500 S. Edgewood Street Baltimore, MD	20,000	3.9
12.	45154 Underwood Lane Sterling, VA	45,000	5.4
13.	71 Deerfield Lane Meriden, CT	118,000	18.0
14.	9500 Arboretum Boulevard Austin, TX	187,000	5.4
15.	Retortevj 8 Copenhagen, Denmark	360,000	11.8
16.	Oldenborg Alle 1 Copenhagen, Denmark	140,000	3.4
17.	21-25 Church Street West Woking, Surrey, United Kingdom	9,600	0.3
18.	645 Paper Mill Road Newark, DE	179,400
19.	Lodgehouse, Vinters Park Maidstone, United Kingdom	79,000	11.3
20	221 Henderson Road Singapore	60,691	1.0
21.	Topsail Plaza 11 Sum Street Shatin NT, Hong Kong	73,000
22.	19 Chaoyanmen Wai Avenue Beijing, China	5,312
23.	#2 Consolate Avenue Chendu, China	2,000
24.	836 Dong Feng Road East Guangzhou, China	6,000
25.	Parlevinkerweg 1 Venlo, Netherlands	37,660
26.	Aldershot, United Kingdom		35.0
27.	10301 Wilson Boulevard, Blythwood, SC	861,000	143.3

Schedule III
Lender's Commitments

Lender	Commitment
Citicorp USA, Inc.	$36,250,000
Bank One NA	$15,000,000
Wells Fargo Bank	$24,000,000
First Union National Bank	$21,250,000
National Westminster Bank	$11,750,000
ING (U.S.) Capital, LLC	$11,750,000
Dresdner Bank AG	$11,750,000
Banca Di Roma	$16,500,000
The Bank of New York	$28,750,000
Mellon Bank N.A.	$28,750,000
Banco Nationale del Lavoro	$11,750,000
The Bank of Nova Scotia	$19,250,000
The Chase Manhattan Bank	$33,750,000
Northern Trust Company	$15,000,000
Standard Chartered Bank	$19,250,000
Sumitomo Mitsui Banking Corporation	$11,750,000
Total Commitments:	$316,500,000

EX-28

EXHIBIT 28

COMPUTER SCIENCES CORPORATION
REVENUES BY MARKET SECTOR
(In millions)

	Second Quarter Ended		% of Total
	Sept. 28,    2001	Sept. 29,    2000	Fiscal   2002	Fiscal   2001
Global commercial:
U.S. commercial	$1,044.0	$ 1,000.0	38%	40%
Europe	726.3	583.1	26	23
Other International	334.4	294.9	12	12
Total	2,104.7	1,878.0	76	75
U.S. federal government:
Department of Defense	397.6	365.7	14	15
Civil agencies	263.0	255.2	10	10
Total	660.6	620.9	24	25
Total Revenues	$2,765.3    ======	$2,498.9   ======	100%    =====	100%    =====

	Six Months Ended		% of Total
	Sept. 28,    2001	Sept. 29,    2000	Fiscal   2002	Fiscal   2001
Global commercial:
U.S. commercial	$2,098.8	$  1,980.8	38%	40%
Europe	1,408.6	1,155.3	26	23
Other International	637.7	557.4	12	11
Total	4,145.1	3,693.5	76	74
U.S. federal government:
Department of Defense	808.2	778.6	15	16
Civil agencies	525.6	490.1	9	10
Total	1,333.8	1,268.7	24	26
Total Revenues	$5,478.9    ======	$4,962.2   ======	100%   =====	100% =====