10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended June 30, 2003

OR

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

For the transition period from ______________to______________

Commission file number 1-7564

DOW JONES & COMPANY, INC.
(Exact name of registrant as specified in its charter)

DELAWARE	13-5034940
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
200 LIBERTY STREET, NEW YORK, NEW YORK	10281
(Address of principal executive offices)	(Zip Code)
(212) 416-2000
(Registrant’s telephone number, including area code)

     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

     Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes x No o

The number of shares outstanding of each of the issuer’s classes of common stock on June 30, 2003: 60,689,655 shares of Common Stock and 20,759,457 shares of Class B Common Stock.

DOW JONES & COMPANY, INC.

INDEX

		PAGE
PART I.  Financial Information
Item 1.	Financial Statements (unaudited)
	Condensed Consolidated Statements of Income - For the three months and six months ended June 30, 2003 and 2002	3
	Condensed Consolidated Statements of Cash Flows - For the six months ended June 30, 2003 and 2002	4
	Condensed Consolidated Balance Sheets - June 30, 2003 and December 31, 2002	5
	Notes to Condensed Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	23
Item 4.	Controls and Procedures	23
PART II.  Other Information
Item 1.	Legal Proceedings	24
Item 6.	Exhibits and Reports on Form 8-K	25

2

I. FINANCIAL INFORMATION

Item 1:  Financial Statements

CONDENSED CONSOLIDATED STATEMENTS OF INCOME
Dow Jones and Company, Inc.
For the quarters and six months ended June 30, 2003 and 2002
(unaudited)

(in thousands, except per share amounts)	Quarters Ended June 30						Six Months Ended June 30
	2003			2002				2003			2002
Revenues:
Advertising	$	223,328		$	245,001		$	413,836		$	464,869
Information services		71,060			70,725			142,916			142,356
Circulation and other		99,198			101,298			195,064			202,690
Total revenues		393,586			417,024			751,816			809,915
Expenses:
News, operations and development		120,080			124,658			235,375			251,690
Selling, administrative and general		134,773			153,752			263,795			305,878
Newsprint		27,462			26,638			50,533			53,416
Print delivery costs		48,719			47,891			94,625			95,143
Depreciation and amortization		27,736			29,030			55,093			56,427
Restructuring charges and September 11 related items, net		(18,408	)		11,098			(18,408	)		11,098
Operating expenses		340,362			393,067			681,013			773,652
Operating income		53,224			23,957			70,803			36,263
Other income (deductions):
Investment income		179			106			253			196
Interest expense		(745	)		(492	)		(1,198	)		(2,081	)
Equity in earnings of associated companies		2,171			3,107			322			657
Gain on resolution of Telerate sale loss contingencies								59,821
Gain on sale of businesses					44,518						197,925
Contract guarantee		(2,459	)		(3,041	)		(5,069	)		(6,219	)
Other, net		212			(305	)		651			450
Income before income taxes and minority interests		52,582			67,850			125,583			227,191
Income taxes		22,139			16,315			28,620			48,193
Income before minority interests		30,443			51,535			96,963			178,998
Minority interests in losses of subsidiaries		395			2,465			807			4,827
Net income	$	30,838		$	54,000		$	97,770		$	183,825
Per Share:
Net income per share:
- Basic	$	.38		$	.64		$	1.20		$	2.18
- Diluted		.38			.64			1.19			2.17
Cash dividends declared		.50			.50			.75			.75
Weighted-average shares outstanding:
- Basic		81,382			84,061			81,595			84,189
- Diluted		81,674			84,550			81,860			84,698
Comprehensive income	$	34,382		$	55,878		$	101,199		$	187,341

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

3

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Dow Jones & Company, Inc.
For the six months ended June 30, 2003 and 2002
(unaudited)

	Six Months Ended June 30
(in thousands)	2003			2002
Operating Activities:
Net income	$	97,770		$	183,825
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		54,325			55,904
Amortization of intangibles		768			523
Equity in earnings of associated companies, net of distributions		4,972			2,196
Minority interests in losses of subsidiaries		(807	)		(4,827	)
Gain on resolution of Telerate sale loss contingency		(59,821	)
Gain on sale of businesses					(197,925	)
Contract guarantee		5,069			6,219
Changes in assets and liabilities:
Accounts receivable		18,871			(7,510	)
Other assets		3,730			3,126
Accounts payable and accrued liabilities		(40,012	)		(43,974	)
Income taxes		22,739			(19,094	)
Deferred taxes		(2,608	)		22,076
Unearned revenue		(902	)		(8,359	)
Other noncurrent liabilities		7,508			17,882
Other, net		(937	)		636
Net cash provided by operating activities		110,665			10,698
Investing Activities:
Additions to property, plant and equipment		(26,231	)		(41,073	)
Funding of equity-method investments, net		(13,434	)		(16,143	)
Proceeds from property damage insurance claim		1,271			11,220
Businesses acquired, net		(145,768	)		(4,029	)
Disposition of businesses and investments					247,911
Other, net		2,821			1,805
Net cash (used in) provided by investing activities		(181,341	)		199,691
Financing Activities:
Cash dividends		(40,808	)		(42,101	)
Increase in long-term debt		117,317
Reduction of long-term debt					(135,069	)
Purchases of treasury stock		(21,135	)		(49,947	)
Proceeds from sales under stock compensation plans		2,551			12,294
Distribution to minority partner		(1,314	)
Contribution from minority partner		7,428			5,737
Net cash provided by (used in) financing activities		64,039			(209,086	)
(Decrease) increase in cash and cash equivalents		(6,637	)		1,303
Cash and cash equivalents at beginning of year		39,346			21,026
Cash and cash equivalents at June 30	$	32,709		$	22,329

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

4

CONDENSED CONSOLIDATED BALANCE SHEETS
Dow Jones & Company, Inc.
(unaudited)

(dollars in thousands)	June 30 2003			December 31 2002
Assets:
Cash and cash equivalents	$	32,709		$	39,346
Accounts receivable – trade, net		131,169			146,305
Accounts receivable – other		19,000			23,779
Newsprint inventory		8,290			9,698
Prepaid expenses		19,208			16,704
Deferred income taxes		14,732			14,772
Total current assets		225,108			250,604
Investments in associated companies, at equity		90,831			83,619
Plant, property and equipment, at cost		1,694,316			1,691,537
Less, Accumulated depreciation		994,583			970,836
Plant, property and equipment, net		699,733			720,701
Goodwill		131,913			56,251
Other intangibles		64,225			6,779
Deferred income taxes		74,243			71,643
Other assets		19,617			18,062
Total assets	$	1,305,670		$	1,207,659
Liabilities:
Accounts payable and accrued liabilities	$	177,379		$	279,475
Contract guarantee obligation		137,995			111,619
Dividend payable		20,355
Income taxes		63,516			40,816
Unearned revenue		190,637			190,569
Total current liabilities		589,882			622,479
Long-term debt		210,254			92,937
Deferred compensation, principally postretirement benefit obligation		307,248			294,831
Contract guarantee obligation		111,277			132,584
Other noncurrent liabilities		26,855			33,696
Total liabilities		1,245,516			1,176,527
Minority interests in subsidiaries		5,868			561
Stockholders’ equity:
Common stock		102,181			102,181
Additional paid-in capital		120,877			120,645
Retained earnings		769,327			732,720
Accumulated other comprehensive income		(2,660	)		(6,089	)
		989,725			949,457
Less, treasury stock, at cost		935,439			918,886
Total stockholders’ equity		54,286			30,571
Total liabilities and stockholders’ equity	$	1,305,670		$	1,207,659

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

5

NOTES TO CONDENSED FINANCIAL STATEMENTS
Dow Jones & Company, Inc.
(unaudited)

1.  Basis of Presentation

The accompanying unaudited condensed consolidated financial statements reflect all adjustments considered necessary by management to present fairly the company’s consolidated financial position as of June 30, 2003, and the consolidated results of operations for the three and six-month periods ended June 30, 2003 and 2002 and consolidated cash flows for the six month periods then ended.  In management’s opinion, all adjustments necessary for a fair presentation in accordance with generally accepted accounting principles are reflected in the financial statements presented.  Reclassifications of certain amounts for prior years have been recorded to conform to the current year presentation.

The condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in the company’s annual report on Form 10-K for the year ended December 31, 2002 filed with the Securities and Exchange Commission.  The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year.

2.  Restructuring Charges and September 11 Items, Net:

Gain on settlement of business interruption insurance claim
In the second quarter of 2003, the company recorded a gain of $18.4 million ($11.1 million after taxes, or $.14 per diluted share) reflecting the settlement of its business interruption insurance claim for loss of operating income suffered as a result of the terrorist attacks on the World Trade Center on September 11, 2001.

Restructuring Charges in 2002
The second quarter of 2002 included restructuring charges of $11.1 million ($6.3 million after taxes and minority interests, or $.07 per diluted share) largely reflecting employee severance related to a workforce reduction of approximately 165 full-time employees across the print and electronic publishing and corporate segments. 

The following table displays the activity and balances of the restructuring reserve account as of June 30, 2003:

(in thousands)	December 31, 2002 Reserve		Net Cash Payments		June 30, 2003 Reserve
Employee severance	$	17,116	$	10,918	$	6,198
Other exit costs		264		47		217

As of June 30, 2003, the workforce reductions related to the 2002 restructurings were substantially complete.  The remaining reserve at June 30, 2003 relates primarily to continuing payments for employee terminations.

3.  Gain on Resolution of Telerate Sale Loss Contingencies

In the first quarter of 2003, the company recorded a gain of $59.8 million ($.73 per diluted share) on the resolution of certain loss contingencies resulting from the sale of its former Telerate subsidiary to Bridge Information Systems, Inc. (Bridge).  The reserve for loss contingencies was established as part of the loss on sale of Telerate in 1998 and related to various claims that arose out of the Stock Purchase Agreement, including a purchase price adjustment related to working capital, an indemnification undertaking and other actual and potential claims and counter-claims between the company and Bridge.   In February 2001, Bridge declared bankruptcy.  In March 2003, these matters were resolved by the bankruptcy court, and the company’s contingent liabilities were thereby extinguished.

4.  Contract Guarantee

Under the terms of the company’s 1998 sale of Telerate to Bridge, Dow Jones retained its guarantee of payments under certain circumstances of certain minimum payments for data acquired by Telerate from Cantor Fitzgerald Securities (Cantor) and Market Data Corporation (MDC).  The annual minimum payments average approximately $50 million per year through October 2006 under certain conditions.  Bridge agreed to indemnify Dow Jones for any liability Dow Jones incurred under the contract guarantee with respect to periods subsequent to Bridge’s purchase of Telerate.  In 2000, based in part on uncertainty about Bridge’s solvency as well as other factors, the company established a reserve of $255 million representing the net present value of the total estimated payments from 2001 through October 2006, using a discount rate of 6%.

6

Earnings in 2003 and 2002 included charges related to the accretion of the discount on the reserve balance.  These charges totaled $2.5 million and $3 million in the second quarters of 2003 and 2002, respectively.  For the first six months of 2003 and 2002, charges related to the accretion of discount totaled $5.1 million and $6.2 million, respectively.

Bridge filed for bankruptcy in February 2001 but made payments for this data for the post-petition periods through October 2001, when Telerate ceased operations, went out of business, sold certain assets and rejected its contracts with Cantor and MDC.  The company is now in litigation with Cantor and MDC with respect to their claims for amounts due under the contract guarantee.  The company has various substantial defenses to these claims and the litigation is proceeding.  The trial court rendered a decision in January 2003 denying the parties’ respective motions to grant their own claims and to dismiss the competing claims.  The company, Cantor and MDC have all filed appeals from the trial court’s order.  While these appeals are pending, the discovery phase is proceeding.  

While it is not possible to predict with certainty the ultimate outcome of this litigation, the company believes the likelihood of a loss exceeding the amount reserved is remote; however, it is possible that such loss could be less than the amount reserved.

5. Acquisitions and Dispositions

Acquisition of the Record of Stockton in 2003

On May 5, 2003, the company’s Ottaway Newspaper subsidiary acquired The Record of Stockton, California from Omaha World-Herald Company for $146 million ($144 million in cash, plus net working capital).

Based on preliminary estimates, the purchase resulted in the acquisition of tangible net assets of $12 million, goodwill of $75.5 million and other intangibles of $58.2 million.  The acquired goodwill and intangible assets will be deductible for tax purposes.

Acquired other intangible assets consisted of the following:

(in thousands)	Acquired Intangibles
Subject to amortization:
Advertising accounts (amortized on a straight-line basis over 12 years)	$	7,200
Subscription accounts (amortized on a straight-line basis over 14 years)		4,700
Total intangibles subject to amortization		11,900
Not subject to amortization:
Other, principally masthead		46,314
Total acquired intangibles	$	58,214

Had the acquisition been completed as of January 1, 2003 or 2002, the impact on the company’s results of operations would not have been significant.

Sale of Five Ottaway newspaper properties in 2002

On June 7, 2002, the company completed the sale of Ottaway’s Essex County newspaper properties to Eagle-Tribune Publishing Company and recognized a gain of $44.5 million ($38 million after taxes, or $.45 per diluted share).  On March 31, 2002, the company completed the sale of four of the Ottaway newspapers to Community Newspapers Holdings, Inc. and recognized a gain of $153.4 million ($126.1 million after taxes, or $1.49 per diluted share).

6.  Goodwill and Intangible Assets

Goodwill balances by reportable segment are as follows:

(in thousands)	June 30 2003		December 31 2002
Print publishing	$	16,471	$	16,471
Electronic publishing		4,473		4,473
Community newspapers		110,969		35,307
Goodwill	$	131,913	$	56,251

7

Intangible assets as of June 30, 2003, were as follows:

	June 30, 2003				December 31, 2002
(in thousands)	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Subscription accounts	$	9,562	$	1,651	$	4,862	$	1,138
Advertising accounts		10,414		414		3,214		159
Total		19,976		2,065		8,076		1,297
Unamortizable intangibles		46,314
Total intangibles	$	66,290	$	2,065	$	8,076	$	1,297

Amortization expense, based on intangibles subject to amortization held at June 30, 2003, is expected to be $1.0 million for the remaining half of 2003, $2.1 million in years 2004 and 2005, $1.9 million in 2006 and $1.2 million in 2007 and 2008.

7.  Other Guarantees and Contingencies

In addition to the litigation that is separately disclosed in Note 4 of this Form 10-Q, there are various libel actions and other legal proceedings that have arisen in the ordinary course of business that are pending against the company and its subsidiaries.  In the opinion of management, based on advice of legal counsel, the ultimate outcome to the company and its subsidiaries as a result of these other legal proceedings will not have a material effect on the company’s financial statements.  In addition, the company has insurance coverage for many of these matters.

The company’s bylaws provide for indemnification of officers and directors prosecuted in a criminal action or sued in a civil action or proceeding to the full extent permitted by the Delaware General Corporation Law. The maximum potential amount of future payments the company could be required to make under these indemnification provisions is unlimited; however, the company maintains directors’ and officers’ liability and corporation reimbursement insurance for the benefit of the company and its directors and officers. The policy provides coverage for certain amounts paid as indemnification pursuant to the provisions of Delaware law and the company’s bylaws. As a result of its insurance coverage, the company believes that the estimated fair value of these indemnification provisions is minimal.

The company enters into indemnification agreements in its ordinary course of business, typically with companies from which it is acquiring or to which it is selling businesses, partners in joint ventures, licensees and licensors, and service providers and contractors. Under these agreements the company generally indemnifies, holds harmless, and agrees to reimburse the indemnified party for losses suffered or incurred by the indemnified party, as a result of the company’s activities or its breach of the agreement in question or in connection with any intellectual property infringement claim by any third party with respect to the company’s products.  These indemnification obligations generally survive termination of the underlying agreement, either for some set number of years or perpetually.  In some cases, the maximum potential amount of future payments the company could be required to make under these indemnification obligations is unlimited. The company believes that the estimated fair value of these indemnity obligations is minimal and the company has no liabilities recorded for these obligations as of June 30, 2003.  The company has not incurred material costs to defend lawsuits or settle claims related to these indemnification provisions.

The company has guaranteed payment for office space occupied by certain of its joint ventures.  The company’s partners in these joint ventures have either directly guaranteed their share of any payments required under these guarantees or agreed to indemnify the company for 50% of any payments the company may be required to make under these guarantees.  Dow Jones’ share of obligations under these guarantees totals $7.7 million through 2010.

8

8.  Dilution and Stock Compensation Plans

Basic and diluted earnings per share have been computed as follows:

	Quarters Ended June 30				Six Months Ended June 30
(in thousands, except per share amounts)	2003 (2)		2002 (3)		2003 (2)		2002 (3)
Net income	$	30,838	$	54,000	$	97,770	$	183,825
Weighted-average shares outstanding – basic		81,382		84,061		81,595		84,189
Effect of dilutive securities:
Stock options		79		315		68		343
Other, principally contingent stock rights		213		174		197		166
Weighted-average shares outstanding – diluted (1)		81,674		84,550		81,860		84,698
Basic earnings per share	$	.38	$	.64	$	1.20	$	2.18
Diluted earnings per share		.38		.64		1.19		2.17

(1) The diluted average shares outstanding have been determined using the treasury stock method, which assumes the proceeds from the exercise of outstanding options were used to repurchase shares at the average market value of the stock during the quarter.

(2) Options to purchase 8,209,000 shares in 2003 at an average price of $40.44 have been excluded from the diluted earnings per share calculation because the options’ exercise prices were greater than the average market price during the quarter and to include such securities would be antidilutive. 

(3) Options to purchase 5,596,000 shares in 2002 at an average price of $58.54 have been excluded from the diluted earnings per share calculation because to include such securities would be antidilutive.

Fair Value Based Method
The company accounts for its stock-based compensation in accordance with Accounting Principles Board Opinion No. 25 (APB 25), “Accounting for Stock Issued to Employees,” and its related interpretations.  Had the company’s stock-based compensation been determined by the fair-value based method of SFAS 123, “Accounting for Stock-Based Compensation,” the company’s net income and earnings per share would have been as follows:

(in thousands, except per share amounts)	Quarters Ended June 30						For the Six Months Ended
	2003			2002			2003			2002
Net income, as reported	$	30,838		$	54,000		$	97,770		$	183,825
Add:  Stock-based compensation expense included in reported net income, net of taxes		1,326			1,143			2,241			2,105
Deduct:  Total stock-based compensation expense determined under fair-value based method for all awards, net of taxes		(6,407	)		(6,553	)		(10,391	)		(10,498	)
Adjusted net income	$	25,757		$	48,590		$	89,620		$	175,432
Basic earnings per share:
As reported	$	.38		$	.64		$	1.20		$	2.18
Adjusted		.32			.58			1.10			2.08
Diluted earnings per share:
As reported	$	.38		$	.64		$	1.19		$	2.17
Adjusted		.32			.57			1.09			2.07

9

The following table provides the estimated fair value under the Black-Scholes option-pricing model of each option granted in the first quarter of 2003 and 2002, and the significant weighted-average assumptions used in their determination.

	Fair Value		Risk-Free Interest Rate			Dividend Yield			Expected Life		Volatility
Stock Options
2003	$	13.13		3.0	%		2.2	%		5.0 years		28.0	%
2002	$	13.55		4.4	%		2.3	%		5.0 years		25.7	%

9.  Comprehensive Income

Comprehensive income was computed as follows:

	Quarters Ended June 30					Six Months Ended June 30
(in thousands)	2003		2002			2003		2002
Net income	$	30,838	$	54,000		$	97,770	$	183,825
Add: change in
Cumulative translation adjustment		1,994		48			1,702		(831	)
Unrealized gain on hedging		749		2,283			728		2,077
Unrealized gain (loss) on investments		801		(453	)		999		2,270
Comprehensive income	$	34,382	$	55,878		$	101,199	$	187,341

10.  Pending Transactions

In November 2002, the company and the von Holtzbrinck Group entered into a memorandum of understanding pursuant to which they agreed to exchange equity shareholdings so as to reduce the von Holtzbrinck Group’s ownership of The Wall Street Journal Europe to 10% from 49% and the company’s ownership of the von Holtzbrinck Group’s business daily, Handelsblatt, to 10% from 22%, with news and advertising relationships continuing.  The agreement also provides each party the unilateral option to unwind the strategic alliance entirely.  Assuming the transaction is consummated, the company expects to record an after-tax gain of $11 million, or $.14 per share, on the exchange of its 12% interest in Handelsblatt for 39% of The Wall Street Journal Europe.  Although the transaction has not been finalized, the company is funding Wall Street Journal Europe losses at the ninety-percent level as of January 1, 2003.

11. Accounting Pronouncements

In April 2003, the FASB issued Statement of Financial Accounting Standards No. 149 (SFAS 149), “Amendment of Statement 133 on Derivative Instruments and Hedging Activities.”  SFAS 149 amends SFAS 133 to provide clarification on the financial accounting and reporting for derivative instruments and hedging activities.  This statement requires contracts with similar characteristics to be accounted for on a similar basis.  SFAS 149 will be effective for contracts entered into or modified after June 30, 2003.  The company will adopt the provisions of this statement on July 1, 2003.

In May 2003, the FASB issued Statement of Financial Accounting Standards No. 150 (SFAS 150) “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity.”  SFAS 150 requires companies to classify certain financial instruments with characteristics of both liabilities and equity as a liability (or asset in some instances) because that financial instrument is an obligation of the company.  This statement is effective May 31, 2003 for financial instruments entered into after May 31, 2003 and is effective in the first interim period beginning after June 15, 2003 for existing financial instruments, which fall under this scope.  Existing financial instruments will be transitioned by reporting the cumulative effect of a change in an accounting principle beginning on July 1, 2003.

The adoption of both SFAS 149 and SFAS 150 is not expected to have a material effect on the company’s financial statements.

10

12.  Business Segments

The company has determined the following three reportable segments based on the manner in which it manages its business: print publishing, electronic publishing and general-interest community newspapers.  In addition, the company reports certain administrative activities under the corporate segment.  Management evaluates the performance of its segments exclusive of restructuring charges and September 11 related items.  

Print publishing includes the global operations of The Wall Street Journal and its international editions, Barron’s and other business periodicals, as well as U.S. television operations.  Electronic publishing includes the operations of Dow Jones Newswires, Consumer Electronic Publishing and Dow Jones Indexes/Ventures.  Consumer Electronic Publishing includes the results of WSJ.com and its related vertical sites as well as the company’s licensing/business development and radio/audio businesses.  Revenues in the electronic publishing segment are mainly subscription based.  Ottaway Newspapers, the community newspapers segment, publishes 15 daily newspapers, 12 Sunday papers and more than 30 weeklies and shoppers in 9 states in the U.S.

(in thousands)	Quarters Ended June 30						Six Months Ended June 30
	2003			2002			2003			2002
Revenues:
Print publishing	$	234,285		$	261,257		$	448,709		$	497,305
Electronic publishing		80,012			78,613			159,199			156,413
Community newspapers:
Comparable operations		72,141			72,046			135,776			134,023
Divested/newly-acquired operations		7,148			5,108			8,132			22,174
Consolidated revenues	$	393,586		$	417,024		$	751,816		$	809,915
Income before income taxes and minority interests:
Print publishing	$	5,578		$	5,167		$	893		$	(3,610	)
Electronic publishing		16,083			15,164			32,914			30,391
Community newspapers:
Comparable operations		19,900			21,751			32,383			34,036
Divested/newly-acquired operations		1,600			1,477			1,698			5,255
Corporate		(8,345	)		(8,504	)		(15,493	)		(18,711	)
Segment operating income		34,816			35,055			52,395			47,361
Restructuring charges and September 11 related items, net		18,408			(11,098	)		18,408			(11,098	)
Consolidated operating income		53,224			23,957			70,803			36,263
Equity in earnings of associated companies		2,171			3,107			322			657
Gain on resolution of Telerate sale loss contingency								59,821
Gain on sale of businesses					44,518						197,925
Contract guarantee		(2,459	)		(3,041	)		(5,069	)		(6,219	)
Other income/(deductions), net		(354	)		(691	)		(294	)		(1,435	)
Income before income taxes and minority interests	$	52,582		$	67,850		$	125,583		$	227,191
Depreciation and amortization (D&A):
Print publishing	$	17,708		$	19,224		$	35,388		$	36,240
Electronic publishing		6,788			6,696			13,578			13,431
Community newspapers:
Comparable operations		2,637			2,783			5,341			5,596
Divested/acquired operations		472			88			526			681
Corporate		131			239			260			479
Consolidated D&A	$	27,736		$	29,030		$	55,093		$	56,427

11

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

Revenues in the second quarter of 2003 continued to be affected by the weak advertising and business environment, which was more pronounced in the first half of the quarter as a result of the war with Iraq.  Toward the latter half of the quarter, the company began to see intermittent signs of improvement from many ad categories, including most recently the company’s core financial and technology sectors.  Despite the challenging advertising and business environment in the quarter, the company was able to offset its advertising revenue softness with cost containment efforts, lower year-over-year costs and improved color advertising related to the 2002 launch of Today’s Journal, and modest revenue growth at Electronic Publishing.

As part of the company’s “Business Now” long range plan priority to enhance its community newspapers portfolio, on May 5, the company acquired The Record in Stockton, California.  The Record is the leading daily newspaper serving the city of Stockton and surrounding San Joaquin County in Northern California’s Central Valley, one of the fastest growing markets in California.  The Record reported 2002 revenues of $37 million and operating profits of $9.6 million.

Results of Operations

Second Quarter 2003 Compared To Second Quarter 2002

Net income for the second quarter of 2003 was $30.8 million, or $.38 per diluted share, compared with second quarter 2002 earnings of $54 million, or $.64 per share (all “per share” amounts included herein are based on reported net income and use diluted shares).  Net income in each year included certain items affecting comparisons which netted to a gain of $.11 per share in the second quarter 2003 and a gain of $.39 per share in the second quarter 2002.  These items affecting comparisons are detailed further on page 18. 

Revenues for the second quarter of 2003 fell 5.6%, to $393.6 million, largely as a result of a decline in company-wide advertising revenue.  On a “same property” basis, meaning excluding Ottaway divested and newly-acquired properties, total revenue was down 6.2%.  Same property advertising revenue declined 10%, primarily the result of lower advertising volume at the domestic Journal.  Information services revenue was up slightly as a decline in Dow Jones Newswires revenues was more than offset by growth in revenue at Consumer Electronic Publishing and other electronic businesses.  Circulation and other revenue, on a same-property basis, decreased 1.8% due to a decline in circulation revenue partially offset by increases in conference and royalty revenues.

2003 operating expenses declined 13%, to $340.4 million, reflecting cost saving initiatives (about $12 million), a decrease in year-over-year Today’s Journal costs ($14 million) and a favorable comparison ($30 million) as 2003 operating expenses included a gain on the settlement of a business interruption insurance claim, while 2002 included a restructuring charge.  These reductions in operating expenses were partially offset by an increase in expenses from the newly-acquired Stockton Record and an increase in newsprint expense.  Newsprint expense, on a same-property basis, was up 2.3%, as a result of a 13.8% increase in newsprint prices partially offset by a 10.1% decrease in consumption.  Employee compensation expense was down about 1.7% (down 2.4% on a same-property basis).  At the end of June 2003, the number of full-time employees was about 7,000, which included 291 employees from The Record.

Second quarter 2003 operating income of $53.2 million (13.5% of revenues) was more than double 2002 operating income of $24 million (5.7% of revenues) reflecting primarily the insurance gain and a favorable comparison to restructuring charges a year before.

Six Months Ended June 30, 2003 Compared To Six Months Ended June 30, 2002

Net income for the first half of 2003 was $97.8 million, or $1.19 per share, compared with first half 2002 earnings of $183.8 million, or $2.17 per share.  Included in net income were certain items affecting comparisons, which netted to a gain of $.80 per share in 2003 and a gain of $1.84 per share in 2002.  These items are detailed beginning on page 18.

Revenues for the first six months of 2003 declined 7.2%, primarily the result of the weak advertising and business environment and a net reduction in revenue as a result of divested Ottaway properties.  Information services revenues increased .4%, as strong revenue growth at Consumer Electronic Publishing and Dow Jones Indexes/Ventures were offset by declines in Newswires revenue, due to contraction in the securities industry.  Circulation and other revenue was down 3.8%.  On a same property basis, circulation and other revenues were down 1.3%, as a decline in circulation revenue and outside printing contract revenues were partially offset by increases in conference and royalty revenue.

12

Expenses for the first six months of 2003 were down 12%, to $681 million.  The reduction in expenses primarily reflected cost saving initiatives ($34 million), the previously-mentioned insurance gain ($18.4 million), lower Today’s Journal costs ($17 million), savings from divested properties net of acquired properties ($10 million), lower newsprint expenses ($2 million) and a favorable comparison to the second quarter 2002 restructuring charge ($11 million).

Segment Data

The company’s business and financial news and information operations are reported in two segments: print publishing and electronic publishing.  The results of the company’s Ottaway Newspapers subsidiary, which publishes 15 daily newspapers, 12 Sunday papers and more than 30 weeklies and shoppers in 9 states in the U.S., are reported in the community newspaper segment.  In addition, the company reports certain administrative activities under the corporate segment.  Print publishing accounted for approximately 60% of second quarter 2003 revenues, with electronic publishing and community newspapers each accounting for approximately 20%.

Print Publishing

Print publishing includes the global operations of The Wall Street Journal and its international editions, Barron’s and other periodicals, as well as U.S. television operations (results of the company’s international television ventures are included in equity in earnings of associated companies). 

	Quarters Ended June 30						Six Months Ended June 30
(in thousands)	2003			2002			2003			2002
Revenues
U.S. Publications:
Advertising	$	147,098		$	167,552		$	276,955		$	315,718
Circulation and other		67,322			68,597			133,712			135,689
International Publications:
Advertising		11,141			15,736			21,134			27,447
Circulation and other		8,724			9,372			16,908			18,451
Total revenues		234,285			261,257			448,709			497,305
Expenses*		228,707			256,090			447,816			500,915
Operating income/(loss)*	$	5,578		$	5,167		$	893		$	(3,610	)
Operating margin		2.4	%		2.0	%		0.2	%		(0.7	)%
Included in expenses:
Depreciation and amortization	$	17,708		$	19,224		$	35,388		$	36,240

* Restructuring charges and the gain from the business interruption insurance claim related to September 11 are not included in segment expenses as management evaluates segment results exclusive of these items.  For information purposes, restructuring charges and the gain from the business interruption insurance claim allocable to the print publishing segment were a gain of $17,422 for the 2003 second quarter and six month periods and a charge of $8,310 for the 2002 second quarter and six month periods.

Statistical information:
Advertising volume increase/(decrease)

The Wall Street Journal linage
General	(15.4	)%	(8.3	)%	(7.4	)%	(11.0	)%
Technology	(3.2	)	(32.2	)	(15.7	)	(36.2	)
Financial	(14.5	)	(37.9	)	(26.9	)	(35.5	)
Classified	11.1		(7.2	)	13.1		(12.2	)
Total Linage	(7.9	)	(20.8	)	(9.4	)	(23.5	)
The Asian Wall Street Journal linage	(4.9	)	(37.4	)	(0.3	)	(40.7	)
The Wall Street Journal Europe linage	4.9		(34.4	)	12.6		(38.4	)
Barron’s pages	(22.9	)	(14.7	)	(20.4	)	(19.1	)

13

Second Quarter 2003 Compared To Second Quarter 2002 - Print Publishing

Second quarter 2003 revenue fell 10%, driven by advertising softness at The Wall Street Journal, where ad linage dropped 7.9%.  After the end to the formal hostilities in Iraq, Journal advertising linage on a per issue basis showed sequential improvements throughout the quarter declining 14.4% in April, 5% in May and 3.8% in June.  Revenues were down 9.2% in the U.S. and were down 21% overseas.  The decline in overseas revenue reflected relatively flat advertising linage and a reduction in rates as a result of a global ad sales program launched in the summer of 2002.

Overall Journal advertising linage declined 7.9% in the second quarter, with consumer and business-to-business advertising negatively affected by the war with Iraq.  General advertising, which represented about 40% of total linage, fell 15.4% reflecting a decline in travel and public utility advertising offset somewhat by an increase in auto advertising.  Technology advertising, which represented 21% of the total Journal linage, declined a modest 3.2% as improvements in hardware, software and communications advertising were more than offset by a decline in business-to-business e-commerce and personal computer advertising.  Financial advertising, which accounted for 17% of total Journal linage, fell 14.5%, reflecting declines in retail advertising, partially offset by a strong increase in wholesale advertising.  Financial advertising showed improvements in the latter part of the second quarter with declines in May of 5% and only 2% in June.  Classified advertising linage, which represented 22% of total Journal linage, increased 11.1% reflecting improvements in real estate and other classified advertising.  Color advertising, which is billed at a premium, increased 14%.

Second quarter 2003 circulation and other revenue for the US print publications decreased 1.9% from the second quarter of 2002.  Average circulation for the second quarter of 2003 for The Wall Street Journal was 1,890,000 compared with circulation of 1,818,000 in the second quarter of 2002.  Barron’s average circulation was 295,000 in the quarter, down from 302,000 in the second quarter 2002.  International print circulation and other revenues fell 6.9%, as a result of modest declines in circulation revenue, conference revenue and outside printing contract revenue.  Combined average circulation for the international Journals was 177,000 in the second quarter of 2003 compared with 191,000 in the second quarter of 2002.

Print publishing expenses declined 11% from second quarter 2002 levels, as a result of ongoing cost containment efforts and a decrease in Today’s Journal costs, as last year included higher promotional costs related to its launch.  Newsprint expense was up .7% as a result of a 13.8% increase in newsprint prices somewhat offset by an 11.5% decrease in consumption.  The number of employees in the print publishing segment was down 7.4% from June 30, 2002.

Print publishing second quarter 2003 operating income of $5.6 million (2.4% of revenues) improved 8% from $5.2 million (2% of revenues) in the like quarter last year, as the company’s strict cost containment initiatives and lower Today’s Journal costs more than offset advertising revenue declines.

Six Months Ended June 30, 2003 Compared To Six Months Ended June 30, 2002 - Print Publishing

Print Publishing US advertising revenues for the first six months of 2003 declined 12% from last year reflecting a 9.4% linage decline at The Wall Street Journal and a 20.4% (23.4% per issue) decline in Barron’s advertising volume.  International print advertising revenues were down 23%.  Although total combined international advertising linage was up 6%, revenues declined primarily as a result of discounts related to the global ad sales program.  Print publishing circulation and other revenues declined 2.3%.

Operating expenses for the first half of 2003 were down 11% from the like period last year.  The expense improvement was primarily the result of ongoing cost containment efforts, reduced Today’s Journal costs and lower newsprint expenses.  Newsprint expense was down 5.4%, as a 12% decline in consumption more than offset a 7.4% price increase.

Print publishing’s first half 2003 operating income was $.9 million (0.2% of revenues), compared with an operating loss of $3.6 million last year.

14

Electronic Publishing

Electronic publishing includes the operations of Dow Jones Newswires, Consumer Electronic Publishing and Dow Jones Indexes/Ventures.  Consumer Electronic Publishing includes the results of WSJ.com and its related vertical sites as well as the company’s licensing/business development and radio/audio businesses.  Revenues in the electronic publishing segment are mainly subscription-based.  Electronic publishing represented about 20% of second quarter 2003 revenues.

	Quarters Ended June 30						Six Months ended June 30
(in thousands)	2003			2002			2003			2002
Revenues
Dow Jones Newswires:
North America	$	41,867		$	44,838		$	85,232		$	90,647
International		10,640			11,060			21,251			23,035
Total Newswires		52,507			55,898			106,483			113,682
Consumer Electronic Publishing		17,582			14,404			32,953			27,196
Dow Jones Indexes/Ventures		9,923			8,311			19,763			15,535
Total revenues		80,012			78,613			159,199			156,413
Expenses*		63,929			63,449			126,285			126,022
Operating income*	$	16,083		$	15,164		$	32,914		$	30,391
Operating margin		20.1	%		19.3	%		20.7	%		19.4	%
Included in expenses:
Depreciation and amortization	$	6,788		$	6,696		$	13,578		$	13,431

* Restructuring charges and the gain from the business interruption insurance claim related to September 11 are not included in segment expenses as management evaluates segment results exclusive of these items.  For information purposes, restructuring charges and the gain from the business interruption insurance claim allocable to the electronic publishing segment were a gain of $951 for the 2003 second quarter and six month periods and a charge of $2,443 for the 2002 second quarter and six month periods.

Statistical information:	June 30 2003		June 30 2002
Dow Jones Newswires terminals		297,000		339,000
WSJ.com subscribers		671,000		646,000

Second Quarter 2003 Compared To Second Quarter 2002 - Electronic Publishing

Electronic publishing revenues increased 1.8%, as increases in Consumer Electronic Publishing and Dow Jones Indexes/Ventures revenues more than offset lower Newswires revenue.  Dow Jones Newswires revenue fell 6.1% from the second quarter of 2002, primarily reflecting a decrease in retail revenue due to contraction in the North American securities industry.  English-language terminals carrying Dow Jones Newswires at June 30, 2003 were 297,000 compared with 339,000 at June 30, 2002.  North American terminals decreased by 46,000, while International terminals increased by 4,000. 

Consumer Electronic Publishing revenue increased 22%, driven by a 32% increase in WSJ.com subscriber revenue, a 12% increase in advertising revenue and a 21% increase in licensing revenue.  At the end of June 2003, the number of WSJ.com subscribers increased 3.9% from a year earlier, to 671,000.  Dow Jones Indexes/Ventures revenues, which include Dow Jones Indexes and reprints/permissions businesses, increased 19%.

Electronic publishing expenses increased .8%, to $63.9 million, as higher marketing and facilities costs were largely offset by cost containment efforts.  The number of employees in the electronic publishing segment was down 2.3% from a year ago.

15

Electronic publishing’s operating income of $16.1 million (20.1% of revenues) was 6.1% better than second quarter 2002 operating income of $15.2 million (19.3% of revenues).  The improvement in both margins and profitability were largely driven by increases in revenues at Consumer Electronic Publishing and Dow Jones Indexes/Ventures coupled with cost containment efforts.

Six Months Ended June 30, 2003 Compared To Six Months Ended June 30, 2002 - Electronic Publishing

Electronic publishing revenues for the first six months of 2003 improved 1.8%, as a decline in Newswires revenue (6.3%) was more than offset by strong revenue growth at Consumer Electronic Publishing (21%) and Dow Jones Indexes/Ventures (27%).  Operating expenses increased .2%, to $126.3 million reflecting higher marketing and facilities costs offset by the company’s cost containment efforts.

Operating income for the first half of 2003 of $32.9 million (20.7% of revenues) was 8.3% better than operating income of $30.4 million (19.4% of revenues) for the same period last year.     

Community Newspapers

Community newspapers includes the operations of Ottaway Newspapers, which publishes 15 daily newspapers and over 30 weekly newspapers and “shoppers” in 9 states in the U.S.  Community newspapers comprised about 20% of second quarter 2003 revenues.

	Quarters Ended June 30						Six Months Ended June 30
(in thousands)	2003			2002			2003			2002
Revenues
Advertising
Comparable operations	$	52,447		$	52,149		$	97,378		$	95,492
Divested/newly-acquired operations		6,053			3,691			6,813			15,707
Total advertising		58,500			55,840			104,191			111,199
Circulation and other
Comparable operations		19,694			19,897			38,398			38,531
Divested/newly-acquired operations		1,095			1,417			1,319			6,467
Total circulation and other		20,789			21,314			39,717			44,998
Total revenues		79,289			77,154			143,908			156,197
Expenses
Comparable operations		52,241			50,295			103,393			99,987
Divested/newly-acquired operations		5,548			3,631			6,434			16,919
Total segment expenses		57,789			53,926			109,827			116,906
Operating income
Comparable operations		19,900			21,751			32,383			34,036
Divested/newly-acquired operations		1,600			1,477			1,698			5,255
Total operating income	$	21,500		$	23,228		$	34,081		$	39,291
Operating margin
Comparable operations		27.6	%		30.2	%		23.9	%		25.4	%
Divested/newly-acquired operations		22.4			28.9			20.9			23.7
Included in expenses:
Depreciation and amortization
Comparable operations	$	2,637		$	2,783		$	5,341		$	5,596
Divested/newly-acquired operations		472			88			526			681

16

	Quarters Ended June 30						Six Months Ended June 30
	2003			2002			2003			2002
Statistical information:
Advertising volume increase/(decrease)*
Dailies		(2.9	)%		(3.7	)%		(1.8	)%		(3.2	)%
Non-Dailies		0.3			(4.2	)		1.5			(1.8	)
Overall		(2.4	)		(3.8	)		(1.3	)		(3.0	)

* Percentage excludes divested/newly-acquired operations.

Second Quarter 2003 Compared To Second Quarter 2002 - Community Newspapers

During the second quarter of 2003, the company’s Ottaway Newspapers subsidiary acquired The Record of Stockton California, enhancing the company’s community newspaper portfolio.  Prior to the acquisition, The Stockton Record Group reported 2002 revenues of $37 million and operating profits of $9.6 million.  The Record has daily paid circulation of 59,271 and Sunday circulation of 72,698. 

Community newspapers second quarter revenue was up 2.8%, primarily reflecting revenue gained as a result of the acquisition of The Record.  Excluding divested and newly-acquired operations, or on a “same property” basis, revenue increased .1%, as increases in rates were somewhat offset by a 2.4% advertising linage decline.  Same property circulation and other revenue was down 1% on average daily circulation of about 381,000 in 2003 and 387,000 in 2002.

Community newspapers expenses increased 7.2%, reflecting in part the acquisition of The Record.  On a same property basis, operating expenses increased 3.9%, as a result of higher employee benefit costs and an increase in newsprint expense.  Newsprint expense, on a same property basis, increased 9.2% as a result of a 13.5% increase in newsprint prices offset somewhat by a 3.7% reduction in consumption.  The number of employees in the community newspapers segment was up 15.8%, reflecting the Stockton Record Group acquisition (on a same property basis headcount was down .7%).

Operating income was $21.5 million (27.1% of revenues), compared with income last year of $23.2 million (30.1% of revenues).  On a same property basis, operating income of $19.9 million (27.6% of revenues) decreased 8.5% from $21.8 million (30.2% of revenues) a year earlier.

Six Months Ended June 30, 2003 Compared With Six Months Ended June 30, 2002 - Community Newspapers

Community newspaper revenues for the first half of 2003 were down 7.9%, however, on a same property basis, revenues were up 1.3%, reflecting higher advertising preprint revenues and increased rates, somewhat offset by a 1.3% decline in advertising linage.  Expenses for the first six months of 2003 were down 6.1%, to $109.8 million.  On a same property basis, operating expenses increased 3.4%, as a result of higher employee salary and benefit costs as well as an increase in newsprint costs.  Newsprint expenses increased 3.7%, as a 3.1% decline in consumption was more than offset by a 7.1% increase in newsprint prices.

Community newspapers operating income for the first six months of 2003 was $34.1 million (23.7% of revenues), down 13.3% from last year’s operating income of $39.3 million (25.2% of revenues).  On a same property basis, operating income of $32.4 million (23.9% of revenues) was 4.9% below 2002 operating income of $34.0 million (25.4% of revenues).

17

Certain Items Affecting Comparisons

The following table summarizes certain items affecting comparisons for the quarters and six months ended June 30, 2003 and 2002:

	Second Quarters Ended June 30
	2003								2002
(in millions, except per share amounts)	Operating		Net			EPS			Operating			Net			EPS
Included in operating income:
Restructuring charges (a)									$	(11.1	)	$	(6.3	)	$	(.07	)
Gain from business interruption insurance claim (a)	$	18.4	$	11.1		$	.14
Included in non-operating income:
Contract guarantee  (b)				(2.5	)		(.03	)					(3.0	)		(.04	)
Sale of ONI properties  (d)													38.0			.45
CNBC International gain (e)													3.9			.05
Total	$	18.4	$	8.6		$	.11		$	(11.1	)	$	32.6		$	.39

	Six Months Ended June 30
	2003								2002
(in millions, except per share amounts)	Operating		Net			EPS			Operating			Net			EPS
Included in operating income:
Restructuring charges (a)									$	(11.1	)	$	(6.3	)	$	(.07	)
Gain from business interruption insurance claim (a)	$	18.4	$	11.1		$	.14
Included in non-operating income:
Contract guarantee (b)				(5.1	)		(.06	)					(6.2	)		(.08	)
Gain on resolution of Telerate sale loss contingencies  (c)				59.8			.73
Sale of ONI properties  (d)													164.1			1.94
CNBC International gain (e)													3.9			.05
Total	$	18.4	$	65.8		$	.80	*	$	(11.1	)	$	155.5		$	1.84

*Per share amounts for each item were calculated using the average shares outstanding during the quarter that the transaction occurred.  Therefore, the total of the individual items does not add to the total earnings per share.

(a) Restructuring charges and September 11 items, net:
In the second quarter of 2003, the company recorded a gain of $18.4 million ($11.1 million after taxes, or $.14 per diluted share) reflecting the settlement of its business interruption insurance claim for loss of operating income suffered as a result of the terrorist attacks on the World Trade Center on September 11, 2001.

The second quarter of 2002 included restructuring charges of $11.1 million ($6.3 million after taxes and minority interests, or $.07 per diluted share) largely reflecting employee severance related to a workforce reduction of roughly 165 full-time employees across the print and electronic publishing and corporate segments.  See Note 2 on page 6 of this Form 10-Q for additional information on restructuring charges.

(b) Contract Guarantee:
Under the terms of the company’s 1998 sale of Telerate to Bridge, Dow Jones retained its guarantee of payments under certain circumstances of certain minimum payments for data acquired by Telerate from Cantor Fitzgerald Securities (Cantor) and Market Data Corporation (MDC).  The annual minimum payments average approximately $50 million per year through October 2006 under certain conditions.  Bridge agreed to indemnify Dow Jones for any liability Dow Jones incurred under the contract guarantee with respect to periods subsequent to Bridge’s purchase of Telerate.  In 2000, based in part on uncertainty about Bridge’s solvency as well as other factors, the company established a reserve of $255 million representing the net present value of the total estimated payments from 2001 through October 2006, using a discount rate of 6%.

Earnings in 2003 and 2002 have included charges related to the accretion of the discount on the reserve balance.  These charges totaled $2.5 million and $3 million in the second quarters of 2003 and 2002, respectively.  For the first six months of 2003 and 2002, charges related to the accretion of discount totaled $5.1 million and $6.2 million, respectively.

18

Bridge filed for bankruptcy in February 2001 but made payments for this data for the post-petition periods through October 2001, when Telerate ceased operations, went out of business, sold certain assets and rejected its contracts with Cantor and MDC.  The company is now in litigation with Cantor and MDC with respect to their claims for amounts due under the contract guarantee.  The company has various substantial defenses to these claims and the litigation is proceeding.  The trial court rendered a decision in January 2003 denying the parties’ respective motions to grant their own claims and to dismiss the competing claims.  The company, Cantor and MDC have all filed appeals from the trial court’s order. While these appeals are pending, the discovery phase is proceeding. 

While it is not possible to predict with certainty the ultimate outcome of this litigation, the company believes the likelihood of a loss exceeding the amount reserved is remote; however, it is possible that such loss could be less than the amount reserved.

(c) Gain on resolution of Telerate sale loss contingencies:
In the first quarter of 2003, the company recorded a gain of $59.8 million ($.73 per diluted share) on the resolution of certain loss contingencies resulting from the sale of its former Telerate subsidiary to Bridge Information Systems, Inc. (Bridge).  The reserve for loss contingencies was established as part of the loss on sale of Telerate in 1998 and related to various claims that arose out of the Stock Purchase Agreement, including a purchase price adjustment related to working capital, an indemnification undertaking and other actual and potential claims and counter-claims between the company and Bridge.   In February 2001, Bridge declared bankruptcy.  In March 2003, these matters were resolved by the bankruptcy court, and the company’s contingent liabilities were thereby extinguished.

(d) Gains on sale of ONI properties:
On June 7, 2002, the company completed the sale of Ottaway’s Essex County newspaper properties to Eagle-Tribune Publishing Company and recognized a gain of $44.5 million ($38 million after taxes, or $.45 per diluted share).  On March 31, 2002, the company completed the sale of four of the Ottaway newspapers to Community Newspapers Holdings, Inc. and recognized a gain of $153.4 million ($126.1 million after taxes, or $1.49 per diluted share).

(e) Gains in equity in earnings of associated companies:
The second quarter of 2002 included gains at CNBC Asia of $3.9 million ($.05 per diluted share) which consisted of a $2.5 million gain from the favorable settlement of a contractual obligation and a $1.4 million gain from the sale of an investment by CNBC Asia.

Equity in Earnings of Associated Companies
In the quarter, the company’s share of equity in earnings of associated companies was $2.2 million, compared with earnings of $3.1 million last year.  The decline reflected an unfavorable comparison to the second quarter 2002 special gain at CNBC Asia offset by increased profitability at Factiva, F.F. Soucy, Stoxx and SmartMoney.  For the first half of the year, equity in earnings of associated companies was $.3 million in 2003 compared with $.7 million in 2002.

Other Income/Deductions
Interest expense, net of investment income for the second quarter of 2003 was $.6 million compared with $.4 million for the second quarter of 2002, largely reflecting a higher debt level as a result of the Stockton Record Group acquisition.  

Income Taxes
The effective income tax rate, net of minority interests, for the second quarter of 2003 was 41.8% compared with 23.2% in the second quarter of 2002.  The effective income tax rates for the first six months of 2003 and 2002 were 22.6% and 20.8%, respectively.  The effective income tax rates were affected by certain capital loss/gain transactions that occurred during the periods.  Excluding the items identified in the table on page 18, the effective tax rate, net of minority interests, was 40% in all periods. 

19

Reconciliation of effective tax rate:

	Quarters Ended June 30
	2003								2002
(dollars in millions)	Income Taxes		Pretax Income			Effective Tax Rate			Income Taxes			Pretax Income			Effective Tax Rate
Reported (net of minority interests)	$	22.1	$	53.0			41.8	%	$	16.3		$	70.3			23.2	%
Adjusted to remove:
Restructuring charges, net of minority interests										(4.5	)		(10.8	)
Gain from business interruption insurance claim		7.3		18.4
Cantor guarantee				(2.5	)								(3.0	)
Sale of ONI properties										6.5			44.5
CNBC International gains													3.9
Adjusted	$	14.8	$	37.0	*		40.0	%	$	14.3		$	35.7			40.0	%

	Six Months Ended June 30
	2003								2002
(dollars in millions)	Income Taxes		Pretax Income			Effective Tax Rate			Income Taxes			Pretax Income			Effective Tax Rate
Reported (net of minority interests)	$	28.6	$	126.4			22.6	%	$	48.2		$	232.0			20.8	%
Adjusted to remove:
Restructuring charges, net of minority interests										(4.5	)		(10.8	)
Gain from business interruption insurance claim		7.3		18.4
Cantor guarantee				(5.1	)								(6.2	)
Gain on resolution of Telerate sale loss contingencies				59.8
Sale of ONI properties										33.8			197.9
CNBC International gains													3.9
Adjusted	$	21.3	$	53.2	*		40.0	%	$	18.9		$	47.1	*		40.0	%

* The sum of the individual amounts does not equal the total due to rounding.

In the first quarter of 2003, as a result of changes to Internal Revenue Service (IRS) guidelines in 2002, the company amended its 1998 U.S. Corporate income tax return to include an additional capital loss of $605 million on its sale of Telerate.  Factoring in the amended capital loss, the company had available approximately $1.3 billion of capital loss carryforward (a deferred tax asset of $505 million, which was fully reserved).  About $1.06 billion of this loss carryforward is recognized for tax purposes, with about $899 million expiring at the end of 2003 and $157 million expiring in 2006.  The remaining $269 million of capital loss carryforward, which primarily relates to the Cantor contract guarantee obligation, will be recognized for tax purposes only to the extent, if any, that the company is required to make payment.  If the company is required to make such payment, the resulting loss carryforward will be available for use five years from the year it is recognized. 

20

As of June 30, 2003, the company could not conclude that it was more likely than not it would realize any net tax savings from capital loss carryforwards prior to their expiration and believes the full valuation allowance reserve was appropriate at June 30, 2003.

Accounting Pronouncements
In April 2003, the FASB issued Statement of Financial Accounting Standards No. 149 (SFAS 149), “Amendment of Statement 133 on Derivative Instruments and Hedging Activities.”  SFAS 149 amends SFAS 133 to provide clarification on the financial accounting and reporting for derivative instruments and hedging activities.  This statement requires contracts with similar characteristics to be accounted for on a similar basis.  SFAS 149 will be effective for contracts entered into or modified after June 30, 2003.  The company will adopt the provisions of this statement on July 1, 2003.

In May 2003, the FASB issued Statement of Financial Accounting Standards No. 150 (SFAS 150) “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity.”  SFAS 150 requires companies to classify certain financial instruments with characteristics of both liabilities and equity as a liability (or asset in some instances) because that financial instrument is an obligation of the company.  This statement is effective May 31, 2003 for financial instruments entered into after May 31, 2003 and is effective in the first interim period beginning after June 15, 2003 for existing financial instruments that fall under this scope.  Existing financial instruments will be transitioned by reporting the cumulative effect of a change in an accounting principle beginning on July 1, 2003. 

The adoption of both SFAS 149 and SFAS 150 is not expected to have a material effect on the company’s financial statements.

Liquidity and Capital Resources

Cash Flow Summary

	Six Months Ended June 30
(in millions)	2003			2002
Net cash provided by operating activities	$	110.7		$	10.7
Net cash (used in) provided by investing activities		(181.3	)		199.7
Net cash provided by (used in) financing activities		64.0			(209.1	)
(Decrease) increase in cash and cash equivalents		(6.6	)		1.3
Cash and cash equivalents at beginning of year		39.3			21.0
Cash and cash equivalents at June 30	$	32.7		$	22.3

Cash provided by operating activities for the first half of  2003 was $110.7 million, which was an improvement of $100 million from net cash provided by operations of $10.7 million in the same period last year.  The improvement was primarily the result of higher operating income, lower income tax payments and improved collection of receivables.  The company’s federal income taxes that were normally due on September 15 and December 15, 2001, were deferred to January 15, 2002, as the Internal Revenue Service offered relief of these payments for taxpayers that were affected by the September 11 terrorist attacks on the World Trade Center. 

Net cash used in investing activities was $181.3 million in the first six months of 2003 primarily reflecting the acquisition of The Stockton Record for $145.8 million, capital expenditures of  $26.2 million and the funding of equity investees.  In the first half of 2002, net cash provided by investing activities totaled $199.7 million, which included proceeds of about $248 million from the sale of the five Ottaway properties and proceeds of $11.2 million as a result of a property damage claim at the company’s World Financial Center offices as a result of the September 11 terrorist attacks offset by capital expenditures of $41.1 million and the funding of equity investees.

Net cash provided by financing activities for the first six months of 2003 was $64 million.  Sources of cash from financing activities in 2003 included an increase in debt of $117.3 million, primarily to fund the purchase of The Record, and the receipt of funding of $7.4 million from a minority shareholder of a subsidiary.   Cash outlays included the payment of $40.8 million in dividends to shareholders and the repurchase of shares of treasury stock for $21.1 million.  Net cash used in financing activities in the first half of 2002 was $209.1 million, as the company used the proceeds from the sale of the five Ottaway properties in the first half of 2002 to reduce its debt by $135.1 million and purchase shares of treasury stock for $49.9 million.  Also in 2002, the company paid $42.1 million in dividends and received $12.3 million from sales under stock compensation plans and $5.7 million from a minority shareholder in a subsidiary.

21

As previously disclosed, in 2000 the company established a reserve for the present value of the total estimated payments through October 2006 in connection with Dow Jones’ guarantee of certain minimum payments for data acquired by Dow Jones’ former Telerate subsidiary from Cantor Fitzgerald Securities and Market Data Corporation (MDC).  Bridge Information Systems, Inc., which purchased Telerate in 1998, is currently in bankruptcy but made payments for this data for the post-petition periods through October 2001, when Telerate ceased operations, went out of business, sold certain assets and rejected its contracts with Cantor and MDC.  The company is now in litigation with Cantor and MDC with respect to their claims for amounts allegedly due under the contract guarantee.  The company has various substantial defenses to these claims and the litigation is proceeding.

As of June 30, 2003, the balance of the reserve for the contract guarantee was $249.3 million.  The company has classified $138 million of this reserve as current based on the original due dates of the contract.  Due to the stage of the lawsuit at June 30, 2003, it is not possible to determine whether the court will find that any obligation under the guarantee may be dismissed or reduced.  Accordingly, the company believes the balance of the reserve continues to be appropriate.

The company expects its cash from operations to be sufficient to meet its normal recurring operating commitments, fund capital expenditures and pay dividends.  If necessary, the company’s liquidity requirements may be funded through the issuance of commercial paper, which is supported by a $400 million revolving credit agreement with several banks.  In June 2003, the company renewed its revolving credit agreements with a consortium of banks.  Under these agreements, the company can borrow up to $400 million, $130 million through June 21, 2004 and $270 million through June 24, 2006.  The terms are essentially the same as the prior agreement.  As of June 30, 2003, the company’s commercial paper balance was $210.3 million, which is classified as long-term as it is the company’s intent to refinance such debt on a long-term basis.  The company has temporarily suspended its share repurchase program to utilize excess cash flow to reduce its debt.

Pending Transaction

In November 2002, the company and the von Holtzbrinck Group entered into a memorandum of understanding pursuant to which they agreed to exchange equity shareholdings so as to reduce the von Holtzbrinck Group’s ownership of The Wall Street Journal Europe to 10% from 49% and the company’s ownership of the von Holtzbrinck Group’s business daily, Handelsblatt, to 10% from 22%, with news and advertising relationships continuing.  The agreement also provides each party the unilateral option to unwind the strategic alliance entirely.  Assuming the transaction is consummated, the company expects to record an after-tax gain of $11 million, or $.14 per share, on the exchange of its 12% interest in Handelsblatt for 39% of The Wall Street Journal Europe.  Although the transaction has not been finalized, the company is funding Wall Street Journal Europe losses at the ninety-percent level as of January 1, 2003.

Information Relating To Forward-Looking Statements

This document contains forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those anticipated. Such risks and uncertainties include, but are not limited to: the cyclical nature of the company’s business and the strong negative impact of economic downturns on advertising revenues; the negative impact on the company’s core advertising market-business-to-business advertising-caused by weak corporate profits, concern over possible double-dip recession, corporate scandals that have resulted in damage to business, investor and public confidence; the risk that the current weak advertising market, particularly in the financial and technology segments, will not improve or will improve very slowly or only to a limited extent; the risk that the company will not benefit from or will only benefit to a limited extent from any improvement in the advertising market in the face of competition from other national business magazines, television, trade publications and other publications and services; the company’s ability to limit and manage expense growth, especially in light of its prior cost-cutting and its planned growth initiatives, without harming its growth prospects; the extent to which the company is required to perform under the guarantee to Cantor Fitzgerald Securities and Market Data Corporation, and other uncertainties relating to liability under this guarantee; the intense competition the company’s existing products and services face in the markets for financial news and information and advertising revenues from newspapers, specialized magazines, free and paid Internet publications and services, news services, financial television programming and other new media, and the impact this will have on the company’s initiatives to expand its existing market presence as well as to extend its consumer reach; the company’s ability to expand and diversify its market segment focus beyond financial and technology and the challenge it will face in attempting to become a leading presence in new market segments, such as health care, automotive, telecom, and high-end consumer goods, where competing publications and services, such as specialty and trade magazines, have already established themselves; the competition the company will face in introducing new products and services in the business-to-business market from already existing newsletters, trade publications, research reports and services; with respect to Newswires, the challenges the company will face in promoting its NewsPlus enhancement and in launching the next stages of its “Newswire of the Future” initiative, in the face of competing resources for in-depth news analysis; with respect to Newswires and other subscription-based products and services, the negative impact of business consolidations and layoffs in the financial services industry on sales of the company’s products and services; with respect to Newswires, the challenges the company faces in striving to increase its international revenues given the competition from and subscribers’ desire for, local

22

language news services; with respect to Newswires, risks concerning the financial viability of the Moneyline Telerate business, with which Newswires has entered into a bundling arrangement that is important to Newswires’ international revenues; with respect to Newswires, competition from other independent news service providers and the risk that distributors of Newswires products may elect to distribute only their own news services; the company’s ability to find strategic and financially attractive core-business acquisition opportunities; the company’s ability to leverage its brands to develop new business opportunities and to generate advertising and other revenues from these products; the company’s ability to achieve strategic alliances and to improve the growth and profitability of existing strategic alliances; with respect to the company’s community newspapers business, its ability to maintain or grow margins and to strengthen its portfolio of newspaper properties, particularly given the difficulty of finding quality newspaper properties to acquire; the degree to which the company’s Personal Journal is able to generate new advertising revenues from diversified markets, such as health care, automotive and consumer goods; the extent to which the recent enhancements to The Wall Street Journal will attract a broader base of readers, subscribers, and advertisers; in light of the weak advertising market and competition, the company’s ability to attract diverse advertisers to place color advertising; the company’s ability to increase its circulation and advertising revenues from its international print publications and to further penetrate overseas markets through print and television products, given the competition from local language publications and television networks and other international publications and television ventures; the ability of WSJ.com to continue to increase revenues through building subscriber and advertiser numbers and to limit expenses; the amount of user traffic on the company’s Internet sites and the pricing of advertising on Internet sites generally; potential increased regulation of online businesses; adverse developments relating to the company’s commitments, contingencies and equity investments; risks related to the potential or actual insolvency or bankruptcy of any of the company’s suppliers, service providers or business partners, including providers of software and software maintenance; the company’s ability to recover from any possible technical, hardware or software failure; the company’s ability to negotiate collective bargaining agreements with its labor unions without work interruptions; cost of newsprint; and such other risk factors as may have been or may be included from time to time in the company’s reports filed with the Securities and Exchange Commission.

Item 3:  Quantitative And Qualitative Disclosures about Market Risk

In December 2002, the company entered into forward foreign currency exchange contracts to exchange $24.5 million for 15.8 million British pounds and to exchange $25.3 million for 25.2 million euro.  These contracts, which expire ratably over 2003, are designated as cash flow hedges of anticipated operating expenses that are denominated in these foreign currencies.  Revenues of the company are largely collected in U.S. dollars.  The company has not entered into any new forward foreign exchange contracts since December 2002.

These contracts are entered into to protect against the risk that such expenses will be adversely affected by devaluation in the U.S. dollar relative to these currencies.  Realized gains or losses on foreign currency forward contracts are recognized currently through income and generally offset the transaction losses or gains on the foreign currency cash flows which they are intended to hedge.

The company’s commercial paper outstanding of $210.3 million at June 30, 2003 is also subject to market risk as the debt reaches maturity and is reissued at prevailing interest rates.  At June 30, 2003, interest rates outstanding ranged from .9% to 1.2%, with a weighted-average of 1.1%. 

Item 4:  Controls & Procedures

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, under the supervision and with the participation of the company’s management, including the company’s Chief Executive Officer (CEO) and Chief Financial Officer (CFO), an evaluation of the effectiveness of the company’s disclosure controls and procedures was performed.  Based on this evaluation, the CEO and CFO have concluded that the company’s disclosure controls and procedures are effective to ensure that material information is recorded, processed, summarized and reported by management of the company on a timely basis in order to comply with the company’s disclosure obligations under the Securities Exchange Act of 1934 and the SEC rules thereunder. 

Changes in internal controls over financial reporting

There were no changes in the company’s internal controls over financial reporting that occurred during the three month period ended June 30, 2003 that have materially affected, or are reasonable likely to materially affect, the company’s internal control over financial reporting.

23

PART II.  OTHER INFORMATION

Item 1:  Legal Proceedings

On February 20, 2001, Market Data Corp. (MDC) commenced a lawsuit against Dow Jones in the Supreme Court of the State of New York, seeking to compel the company to pay $11.7 million, plus interest, attorneys’ fees and costs, that MDC claimed was owed under the guarantee issued to MDC and Cantor Fitzgerald Securities (together with its affiliates, Cantor), together with unspecified consequential damages that MDC claimed result from Dow Jones’ failure to pay on the guarantee.  The guarantee relates to certain annual “minimum payments” owed by Telerate for data acquired by Telerate from Cantor Fitzgerald and MDC under contracts entered into when Telerate was a subsidiary of Dow Jones, and is described in Management’s Discussion and Analysis.   

In April 2001, Dow Jones paid $5.8 million to MDC covering the period January 1 to February 14, 2001 preceding Bridge Information System’s Chapter 11 bankruptcy filing.  Bridge made the payments for the post-petition periods through the third quarter of 2001.  After certain amendments were made to the complaint, the remaining claims in this lawsuit sought the payment of interest on the payment made in the first quarter of 2001 and for attorneys’ fees and costs in this litigation.  The parties settled these claims and this lawsuit was then withdrawn.  

In October 2001, the bankruptcy court granted Bridge’s motion to reject Telerate’s contracts with Cantor and MDC.  Telerate has indicated that it has ceased operations, is no longer receiving government securities data from Cantor and MDC and will not make further payments to Cantor and MDC.  Cantor and MDC advised the company that they would demand payment from Dow Jones of an amount they alleged was due on November 15, 2001 under the contract guarantee as well as future amounts due through October 2006.  The company has various substantial defenses to these claims. 

On November 13, 2001, the company instituted a lawsuit in the Supreme Court of the State of New York seeking a declaratory judgment with respect to the contract guarantee and the claims of Cantor and MDC.  In this lawsuit the company has asked the court to find that the company does not and will not owe any payment under the contract guarantee through October 2006.  In the alternative, the company has asked the court to find that if any amount is owed, it must be reduced by amounts that Cantor and MDC receive or should have received from other distribution of the data.  MDC has asserted counterclaims demanding payment of $10,197,416 (allegedly the balance owed by Telerate on November 15, 2001), interest, attorneys’ fees, specific performance of the guarantee, and a declaratory judgment as to the validity and interpretation of the guarantee through October 2006. 

Cantor also commenced a separate lawsuit in the Supreme Court of the State of New York (since consolidated with the company’s case) seeking payment of $10 million (allegedly the balance of the November 2001 minimum payment), payment of $250 million in breach of contract damages, specific performance of the guarantee, a declaration that the guarantee remains in full force and effect, payment of approximately $16 million allegedly owed by Telerate and guaranteed by the company in the guarantee for the distribution of certain other data, attorneys’ fees, interest, and other relief.

Arguments were heard in August 2002 on the parties’ respective motions to grant their own claims and to dismiss the competing claims.  The Court rendered a decision in January 2003 denying these motions in all material respects.  The company, Cantor, and MDC have all filed appeals from the trial court’s order.  While those appeals are pending, the discovery phase is proceeding.

24

Item 6.  Exhibits and Reports on Form 8-K

Exhibit Number	Document
10.1	364 day Credit Agreement, dated June 23, 2003
10.2	First Amendment, dated as of June 23, 2003, to the 4-Year Credit Agreement, dated as of June 24, 2002
10.3	Second Amendment, dated as of June 23, 2003, to the 5-Year Credit Agreement dated as of June 25, 2001
31.1	Certifications by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certifications by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certifications by the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Reports on Form 8-K - The following reports were filed on Form 8-K in the second quarter of 2003.

Form 8-K, dated April 10, 2003, Dow Jones & Company First Quarter Earnings Release

25

SIGNATURE

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.

		DOW JONES & COMPANY, INC.
		(Registrant)
Dated: August 11, 2003	By:	/s/ ROBERT PERRINE
		Robert Perrine Chief Accounting Officer and Controller

26

EX-10.1

                                                                    Exhibit 10.1

                                                                  EXECUTION COPY

                                  $130,000,000
                            364-DAY CREDIT AGREEMENT

                                      among

                           DOW JONES & COMPANY, INC.,
                                  as Borrower,

                               The Several Lenders
                        from Time to Time Parties Hereto,

                               LLOYDS TSB BANK PLC
                                       and
                               MELLON BANK, N.A.,
                           as Co-Documentation Agents,

                              FLEET NATIONAL BANK,
                              as Syndication Agent,

                                       and

                              JPMORGAN CHASE BANK,
                             as Administrative Agent

                            Dated as of June 23, 2003

                          J.P. MORGAN SECURITIES INC.,

                        as Lead Arranger and Book Runner



                                Table Of Contents

                                                                            Page

SECTION 1. DEFINITIONS                                                         1

1.1 Defined Terms                                                              1
1.2 Other Definitional Provisions                                             12

SECTION 2. AMOUNT AND TERMS OF LOAN COMMITMENTS                               13

2.1 Revolving Credit Commitments                                              13
2.2 The Competitive Loans                                                     14
2.3 Type of Revolving Credit Loans                                            17
2.4 Fees                                                                      17
2.5 Termination or Reduction of Loan Commitments                              18
2.6 Repayment of Loans                                                        18
2.7 Optional Prepayments                                                      18
2.8 Interest Rate and Payment Dates                                           19
2.9 Computation of Interest and Fees                                          20
2.10 Inability to Determine Interest Rate                                     20
2.11 Pro Rata Borrowings and Payments                                         21
2.12 Taxes                                                                    21
2.13 Illegality                                                               25
2.14 Requirements of Law                                                      25
2.15 Indemnity                                                                26
2.16 Increase of Loan Commitments                                             26
2.17 Extension of Termination Date                                            27

SECTION 3. REPRESENTATIONS AND WARRANTIES                                     28

3.1 Financial Condition                                                       28
3.2 No Change                                                                 28
3.3 Corporate Existence; Compliance with Law                                  28
3.4 Corporate Power; Authorization; Enforceable Obligations                   29
3.5 No Legal Bar                                                              29
3.6 No Material Litigation                                                    29
3.7 No Default                                                                29
3.8 Ownership of Property; Liens                                              30
3.9 No Burdensome Restrictions                                                30
3.10 Taxes                                                                    30
3.11 Federal Regulations                                                      30
3.12 ERISA                                                                    30
3.13 Investment Company Act                                                   31
3.14 Subsidiaries                                                             31
3.15 Purpose of Loans                                                         31

SECTION 4. CONDITIONS PRECEDENT                                               31




4.1 Conditions to Effectiveness                                               31
4.2 Conditions to All Loans                                                   32

SECTION 5. AFFIRMATIVE COVENANTS                                              32
5.1 Financial Statements                                                      32
5.2 Certificates; Other Information                                           33
5.3 Payment of Obligations                                                    33
5.4 Conduct of Business and Maintenance of Existence                          34
5.5 Maintenance of Property; Insurance                                        34
5.6 Inspection of Property; Books and Records; Discussions                    34
5.7 Notices                                                                   34

SECTION 6. NEGATIVE COVENANTS                                                 35
6.1 Limitation on Liens                                                       35
6.2 Limitation on Mergers and Sales of Assets                                 36
6.3 Maintenance of Ratio of Consolidated Total Indebtedness
      to Annualized Consolidated Cash Flow                                    36
6.4 Maintenance of Ratio of Annualized Consolidated Cash Flow
      to Annualized Consolidated Interest Expense                             37

SECTION 7. EVENTS OF DEFAULT                                                  37

SECTION 8. THE ADMINISTRATIVE AGENT                                           39

8.1 Appointment                                                               39
8.2 Delegation of Duties                                                      39
8.3 Exculpatory Provisions                                                    39
8.4 Reliance by Administrative Agent                                          40
8.5 Notice of Default                                                         40
8.6 Non-Reliance on Administrative Agent, Other Lenders                       40
8.7 Indemnification                                                           41
8.8 Administrative Agent in Its Individual Capacity                           41
8.9 Successor Administrative Agent                                            41
8.10 Documentation Agent and Syndication Agent                                42

SECTION 9. MISCELLANEOUS                                                      42

9.1 Amendments and Waivers                                                    42
9.2 Notices                                                                   42
9.3 No Waiver; Cumulative Remedies                                            43
9.4 Survival of Representations and Warranties                                43
9.5 Payment of Expenses and Taxes                                             43
9.6 Successors and Assigns; Participations; Purchasing Lenders                44
9.7 Adjustments; Set-off                                                      47
9.8 Counterparts                                                              48
9.9 Severability                                                              48
9.10 Integration                                                              48

                                       ii



9.11 Governing Law                                                            48
9.12 Submission To Jurisdiction; Waivers                                      49

Schedules

1.1   Loan Commitments
3.14  Subsidiaries of the Company
6.1   Existing Liens
9.2   Names and Addresses of Lenders

Exhibits
A       Form of Borrowing Notice for Revolving Credit Loans
B       Form of Competitive Loan Request
C       Form of Competitive Loan Offer
D       Form of Competitive Loan Confirmation
E       Form of Exemption Certificate
F       Form of Opinion of Peter G. Skinner, Executive Vice President,
          General Counsel and Secretary
G       Form of Officer's Certificate
H       Form of Certificate of the Secretary of the Company
I       Form of Competitive Loan Assignment
J       Form of Assignment and Acceptance

                                       iii




        CREDIT AGREEMENT, dated as of June 23, 2003, among DOW JONES & COMPANY,
INC., a Delaware corporation (the "Company"), the several banks and other
financial institutions or entities from time to time parties to this Agreement
(the "Lenders"), LLOYDS TSB BANK PLC and MELLON BANK, N.A., as co- documentation
agents (each in such capacity, a "Documentation Agent"), FLEET NATIONAL BANK, as
syndication agent (in such capacity, the "Syndication Agent"), and JPMORGAN
CHASE BANK, as administrative agent (in such capacity, the "Administrative
Agent").

                              W I T N E S S E T H:

        WHEREAS, the Company, the Administrative Agent and certain of the
Lenders are parties to the 364-Day Credit Agreement dated as of June 24, 2002,
as amended (the "Existing Credit Agreement"), and the parties hereto wish to
replace the Existing Credit Agreement with this Agreement.

        NOW, THEREFORE, the parties hereto hereby agree as follows:

        SECTION 1.  DEFINITIONS

        1.1    Defined Terms. As used in this Agreement, the following terms
have the following meanings:

        "Absolute Rate Competitive Loan Request": any Competitive Loan Request
requesting the Competitive Loan Lenders to offer to make Competitive Loans at an
absolute rate (as opposed to a rate composed of the Applicable Index Rate plus
(or minus) a margin).

        "Affiliate": any Person (other than a Subsidiary) which, directly or
indirectly, is in control of, is controlled by, or is under common control with
such Person. For purposes of this definition, control of a Person shall mean the
power, direct or indirect, (i) to vote 10% or more of the securities having
ordinary voting power for the election of directors of such Person or (ii) to
direct or cause the direction of the management and policies of such Person
whether by contract or otherwise.

        "Aggregate Loan Commitments": at any time, the sum of the aggregate
amount of the Loan Commitments then in effect and the aggregate amount of the
Loan Commitments (as defined in the Other Agreements) then in effect.

        "Aggregate Loans": at a particular time, the sum of the then outstanding
principal amount of Revolving Credit Loans and Competitive Loans.

        "Agreement": this Revolving Credit Agreement, as amended, supplemented
or modified from time to time.

        "Alternate Base Rate": at any particular date, the highest of (a) the
Prime Rate, (b) 1/2 of 1% above the rate set forth for such date opposite the
caption "Federal Funds (Effective)" in the weekly statistical release designated
as "H.15 (519)," or any successor publication, published by the Board of
Governors of the Federal Reserve System and (c) the Base CD Rate in



effect on such date plus 1%. "Base CD Rate" shall mean a rate per annum equal to
the following:

                 Three-Month Secondary CD Rate + Assessment Rate
                -------------------------------------------------
                            1.00 - Reserve Percentage

"Three-Month Secondary CD Rate" shall mean, for any day, the secondary market
rate for three-month certificates of deposit reported as being in effect on such
day (or, if such day shall not be a Business Day, the next preceding Business
Day) by the Board of Governors of the Federal Reserve System through the public
information telephone line of the Federal Reserve Bank of New York (which rate
will, under the current practices of the Board of Governors of the Federal
Reserve System, be published in Federal Reserve Statistical Release H.15(519)
during the week following such day), or, if such rate shall not be so reported
on such day or such next preceding Business Day, the average of the secondary
market quotations for three-month certificates of deposit of major money center
banks in New York City received at approximately 10:00 a.m., New York City time,
on such day (or, if such day shall not be a Business Day, on the next preceding
Business Day) by the Administrative Agent from three New York City negotiable
certificate of deposit dealers of recognized standing selected by it. If for any
reason the Administrative Agent shall have determined (which determination shall
be conclusive absent manifest error) that it is unable to ascertain the Base CD
Rate or the rate set forth in clause (b) above or both for any reason, including
the inability or failure of the Administrative Agent to obtain sufficient
quotations in accordance with the terms thereof, the Alternate Base Rate shall
be determined without regard to clause (b) or (c), or both, of the first
sentence of this definition, as appropriate, until the circumstances giving rise
to such inability no longer exist. Any change in the Alternate Base Rate due to
a change in the Prime Rate, the Three-Month Secondary CD Rate or the rate set
forth in clause (b) shall be effective on the effective day of such change in
such rate.

        "Alternate Base Rate Loans": Revolving Credit Loans at such time as they
are made and/or being maintained at a rate of interest based upon the Alternate
Base Rate.

        "Annualized Consolidated Cash Flow": as at the last day of any fiscal
quarter of the Company the Consolidated Cash Flow for the period of four
consecutive fiscal quarters ending on such day.

        "Annualized Consolidated Interest Expense": as at the last day of any
fiscal quarter of the Company the Consolidated Interest Expense for the period
of four consecutive fiscal quarters ending on such day.

        "Applicable Facility Fee Percentage": on any date, the rate per annum
set forth below which corresponds with the then current rating of the Company's
senior unsecured long-term debt issued by S&P and Moody's respectively.

                Ratings                 Applicable Facility Fee Percentage
           AA-/Aa3 or higher                          0.06%
               A+/A1                                  0.07%
             A/A2 or lower                            0.08%

                                        2



        Changes in the Applicable Facility Fee Percentage shall become effective
on the date on which S&P and/or Moody's changes the rating it has issued for the
Company's senior unsecured long-term debt. In the event of split ratings, the
lower of such ratings shall apply; if only one of such two agencies issues a
rating, such rating shall apply.

        "Applicable Index Rate": in respect of any Competitive Loan requested
pursuant to an Index Rate Competitive Loan Request, the Eurodollar Rate
applicable to the Interest Period for such Competitive Loan.

        "Applicable Margin": on any date with respect to the Loans comprising
any Eurodollar Loans, the rate per annum set forth below which corresponds with
the then current rating of the Company's senior unsecured long-term debt issued
by S&P and Moody's respectively.

                         Ratings               Applicable Margin
                      ----------------     -----------------------
                     AA-/Aa3 or higher                0.19%
                           A+/A1                      0.23%
                       A/A2 or lower                  0.27%

        Changes in the Applicable Margin shall become effective on the date on
which S&P and/or Moody's changes the rating it has issued for the Company's
senior unsecured long-term debt. In the event of split ratings, the lower of
such ratings shall apply; if only one of such two agencies issues a rating, such
rating shall apply.

        "Assessment Rate": for any day, the annual assessment rate in effect on
such day that is payable by a member of the Bank Insurance Fund maintained by
the Federal Deposit Insurance Corporation (the "FDIC") classified as
well-capitalized and within supervisory subgroup "B" (or a comparable successor
assessment risk classification) within the meaning of 12 C.F.R. Section 327.4
(or any successor provision) to the FDIC (or any successor) for the FDIC's (or
such successor's) insuring time deposits at offices of such institution in the
United States.

        "Assignment and Acceptance": an Assignment and Acceptance, substantially
in the form of Exhibit J.

        "Available Loan Commitment": as to any Lender, at a particular time, an
amount equal to such Lender's Commitment Percentage multiplied by the difference
between (a) the amount of the Loan Commitments at such time and (b) the
Aggregate Loans at such time; collectively, as to all the Lenders, the
"Available Loan Commitments."

        "Base CD Rate": as defined in the definition of Alternate Base Rate.

        "Board": the Board of Governors of the Federal Reserve System of the
United States (or any successor).

                                        3



        "Borrowing Date": in respect of any Revolving Credit Loan, the date on
which such Revolving Credit Loan is made.

        "Business Day": a day other than a Saturday, Sunday or other day on
which commercial banks in New York City are authorized or required by law to
close.

        "Capital Stock": any and all shares, interests, participations or other
equivalents (however designated) of capital stock of a corporation, any and all
equivalent ownership interests in a Person (other than a corporation) and any
and all warrants, rights or options to purchase any of the foregoing.

        "Closing Date": the date on which the conditions in Section 4 are
satisfied in full, which shall be a Business Day which is on or before the date
of the initial Loans.

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

        "Combined Loan Commitments": as to any Lender at any time, the sum of
such Lender's Loan Commitment then in effect and such Lender's Loan Commitment
(as defined in the Other Agreements) then in effect.

        "Commitment Percentage": as to any Lender at any particular time, the
percentage of the aggregate Loan Commitments then constituted by such Lender's
Loan Commitment.

        "Commitment Period": the period from and including the Closing Date to
but not including the Maturity Date or such earlier date as the Loan Commitments
shall terminate as provided herein.

        "Commonly Controlled Entity": an entity, whether or not incorporated,
which is under common control with the Company within the meaning of Section
414(b) or (c) of the Code.

        "Competitive Loan": each Competitive Loan made pursuant to subsection
2.2; the aggregate amount advanced by a Competitive Loan Lender pursuant to
subsection 2.2 on each Competitive Loan Date shall constitute one or more
Competitive Loans, as specified by such Competitive Loan Lender pursuant to
subsection 2.2(b)(vi).

        "Competitive Loan Assignees": as defined in subsection 9.6(c).

        "Competitive Loan Assignment": a Competitive Loan Assignment,
substantially in the form of Exhibit I.

        "Competitive Loan Confirmation": each confirmation by the Company of its
acceptance of Competitive Loan Offers, which Competitive Loan Confirmation shall
be substantially in the form of Exhibit D and shall be delivered to the
Administrative Agent in writing, by telex or by facsimile transmission.

                                        4



        "Competitive Loan Date": each date on which a Competitive Loan is made
pursuant to subsection 2.2.

        "Competitive Loan Lenders": Lenders from time to time offering
Competitive Loans.

        "Competitive Loan Offer": each offer by a Competitive Loan Lender to
make Competitive Loans pursuant to a Competitive Loan Request, which Competitive
Loan Offer shall contain the information specified in Exhibit C and shall be
delivered to the Administrative Agent by telephone, immediately confirmed by
telex or facsimile transmission.

        "Competitive Loan Request": each request by the Company for Competitive
Loan Lenders to submit bids to make Competitive Loans, which shall contain the
information in respect of such requested Competitive Loans specified in Exhibit
B and shall be delivered to the Administrative Agent in writing, by telex or
facsimile transmission, or by telephone, immediately confirmed by telex or
facsimile transmission.

        "Consolidated Cash Flow": for any period, Consolidated Net Income of the
Company and its Subsidiaries for such period plus the aggregate amounts deducted
in determining such Consolidated Net Income in respect of (i) Consolidated
Interest Expense, (ii) amortization expenses, (iii) depreciation expenses and
(iv) income taxes, each of clauses (i), (ii), (iii) and (iv) determined in
accordance with GAAP, but after deducting in the calculation thereof, income
representing equity in the earnings of Affiliates not received in cash or, as
the case may be, after restoring thereto deductions representing equity in the
losses of Affiliates for which neither the Company nor any of its Subsidiaries
is liable.

        "Consolidated Interest Expense": for any period, interest expense of the
Company and its Subsidiaries for such period, determined on a consolidated basis
in accordance with GAAP, and including, whether or not it would be treated as
interest expense in accordance with GAAP, the accretion during such period on
the "contract guarantee obligations" described in clause (d) of the definition
of Consolidated Total Indebtedness.

        "Consolidated Net Income": for any period, the consolidated net income
(or deficit) of the Company and its Subsidiaries for such period (taken as a
cumulative whole), determined in accordance with GAAP.

        "Consolidated Net Worth": at a particular date, all amounts which would
be included under shareholders' equity on a consolidated balance sheet of the
Company and its Subsidiaries at such date, determined in accordance with GAAP.

        "Consolidated Total Assets": at a particular date, all amounts which
would be included as assets on a consolidated balance sheet of the Company and
its Subsidiaries at such date, determined in accordance with GAAP.

        "Consolidated Total Capitalization": at a particular date, the sum of
Consolidated Net Worth and Consolidated Total Indebtedness.

                                        5



        "Consolidated Total Indebtedness": at a particular date, all items which
would, in conformity with GAAP, be classified as Indebtedness on a consolidated
balance sheet of the Company and its Subsidiaries as at such date, but in any
event including without any duplication (a) indebtedness arising under
acceptance facilities and the face amount of all letters of credit issued for
the account of the Company or any Subsidiary and all drafts drawn thereunder,
(b) all Indebtedness secured by any Lien on any property owned by the Company or
any Subsidiary even though the Company or such Subsidiary has not assumed or
otherwise become liable for the payment thereof, (c) all Guarantee Obligations
of the Company and its Subsidiaries in respect of Indebtedness of other Persons
and (d) all amounts reflected on the Company's consolidated balance sheet for
"contract guarantee obligations" relating to the litigation described in Section
3.6(b).

        "Continuing Directors": the directors of the Company on the Closing Date
and each other director, if, in each case, such other director's nomination for
election to the board of directors of the Company is recommended by at least a
majority of the then Continuing Directors.

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

        "Decision Date": as defined in subsection 2.17(b).

        "Default": any of the events specified in Section 7, whether or not any
requirement for the giving of notice, the lapse of time, or both, or any other
condition, has been satisfied.

        "Documentation Agent": as defined in the preamble hereto.

        "Dollars" and "$": dollars in lawful currency of the United States of
America.

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

        "Eurocurrency Reserve Requirements": for any day as applied to a
Eurodollar Loan, the aggregate (without duplication) of the maximum rates
(expressed as a decimal fraction) of reserve requirements in effect on such day
(including basic, supplemental, marginal and emergency reserves under any
regulations of the Board or other Governmental Authority having jurisdiction
with respect thereto) dealing with reserve requirements prescribed for
eurocurrency funding (currently referred to as "Eurocurrency Liabilities" in
Regulation D of the Board) maintained by a member bank of the Federal Reserve
System.

        "Eurodollar Base Rate": with respect to each day during each Interest
Period pertaining to a Eurodollar Loan, the rate per annum determined on the
basis of the rate for deposits in Dollars for a period equal to such Interest
Period commencing on the first day of such Interest Period appearing on Page
3750 of the Telerate screen as of 11:00 A.M., London time, two Business Days
prior to the beginning of such Interest Period. In the event that such rate does
not appear on Page 3750 of the Telerate screen (or otherwise on such screen),
the "Eurodollar Base Rate"

                                        6



shall be determined by reference to such other comparable publicly available
service for displaying eurodollar rates as may be selected by the Administrative
Agent or, in the absence of such availability, by reference to the rate at which
the Administrative Agent is offered Dollar deposits at or about 11:00 A.M., New
York City time, two Business Days prior to the beginning of such Interest Period
in the interbank eurodollar market where its eurodollar and foreign currency and
exchange operations are then being conducted for delivery on the first day of
such Interest Period for the number of days comprised therein.

        "Eurodollar Loans": Loans the rate of interest applicable to which is
based upon the Eurodollar Rate.

        "Eurodollar Rate": with respect to each day during each Interest Period
pertaining to a Eurodollar Loan, a rate per annum determined for such day in
accordance with the following formula (rounded upward to the nearest 1/100th of
1%):

          Eurodollar Base Rate
     ----------------------------------------
     1.00 - Eurocurrency Reserve Requirements

        "Event of Default": any of the events specified in Section 7, provided
that any requirement for the giving of notice, the lapse of time, or both, or
any other condition, event or act has been satisfied. "Existing Credit
Agreement": as defined in the recitals hereto.

        "Facility Fee": as defined in subsection 2.4; collectively, the
"Facility Fees."

        "Financing Lease": (a) any lease of property, real or personal, the then
present value of the minimum rental commitment under which is required to be
capitalized on a consolidated balance sheet of the Company and its Subsidiaries
in accordance with GAAP, and (b) any other such lease to the extent that the
obligations thereunder are capitalized on a balance sheet of the lessee.

        "4-Year Credit Agreement": the 4-Year Credit Agreement, dated as of June
24, 2002, among the Company, the several banks and other financial institutions
or entities from time to time parties thereto, Lloyds TSB Bank plc and Mellon
Bank, N.A., as co-documentation agents, The Bank of New York and Fleet National
Bank, as co-syndication agents, and JPMorgan Chase Bank, as administrative
agent, as amended, supplemented or otherwise modified or replaced from time to
time.

        "5-Year Credit Agreement": the 5-Year Credit Agreement, dated as of June
25, 2001, among the Company, the several banks and other financial institutions
or entities from time to time parties thereto, Lloyds TSB Bank plc and
Westdeutsche Landesbank Girozentrale, as co-documentation agents, The Bank of
New York and Fleet National Bank, as co-syndication agents, and JPMorgan Chase
Bank (formerly The Chase Manhattan Bank), as administrative agent, as amended,
supplemented or otherwise modified or replaced from time to time.

        "GAAP": generally accepted accounting principles in the United States of
America in effect from time to time except that for purposes of subsections 6.3
and 6.4, GAAP shall be determined on the basis of such

                                        7



principles in effect on the date hereof and consistent with those used in the
preparation of the most recent audited financial statements delivered pursuant
to subsection 3.1.

        "Governmental Authority": any nation or government, any state or other
political subdivision thereof and any entity exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to government.

        "Guarantee Obligation": as to any Person, any obligation of such Person
guaranteeing or in effect guaranteeing any Indebtedness, leases, dividends or
other obligations ("primary obligations") of any other Person (the "primary
obligor") in any manner, whether directly or indirectly, including, without
limitation, any obligation of such Person, whether or not contingent (a) to
purchase any such primary obligation or any property constituting direct or
indirect security therefor, (b) to advance or supply funds (i) for the purchase
or payment of any such primary obligation or (ii) to maintain working capital or
equity capital of the primary obligor or otherwise to maintain the net worth or
solvency of the primary obligor, (c) to purchase property, securities or
services primarily for the purpose of assuring the owner of any such primary
obligation of the ability of the primary obligor to make payment of such primary
obligation or (d) otherwise to assure or hold harmless the owner of any such
primary obligation against loss in respect thereof; provided, however, that the
term Guarantee Obligation shall not include endorsements of instruments for
deposit or collection in the ordinary course of business. The amount of any
Guarantee Obligation shall be deemed to be an amount equal to the stated or
determinable amount of the primary obligation in respect of which such Guarantee
Obligation is made or, if not stated or determinable, the maximum reasonably
anticipated liability in respect thereof as determined by the Company in good
faith.

        "Indebtedness": of a Person, at a particular date, the sum (without
duplication) at such date of (a) indebtedness for borrowed money (including,
without limitation, any indebtedness evidenced by any note, bond, debenture or
other instrument) or for the deferred purchase price of property or services in
respect of which such Person is liable, as obligor, other than accounts payable
for the deferred purchase price of property or services incurred in the ordinary
course of business and which are not in excess of 90 days past the invoice or
billing date, or if in excess of 90 days past the invoice or billing date are
being contested in good faith by appropriate actions or proceedings, (b)
obligations of such Person under Financing Leases and (c) any obligations of
such Person in respect of letters of credit, acceptances, or similar obligations
issued or created for the account of such Person.

        "Index Rate Competitive Loan Request": any Competitive Loan Request
requesting the Competitive Loan Lenders to offer to make Competitive Loans at an
interest rate equal to the Applicable Index Rate plus (or minus) a margin.

        "Insolvency": with respect to any Multiemployer Plan, the condition that
such Plan is Insolvent within the meaning of such term as used in Section 4245
of ERISA.

        "Insolvent": pertaining to a condition of Insolvency.

                                        8



        "Interest Payment Date": (a) as to any Alternate Base Rate Loan, the
last day of each March, June, September and December, commencing on the first of
such days to occur after Alternate Base Rate Loans are made, (b) as to any
Eurodollar Loan in respect of which the Company has selected an Interest Period
of one, two or three months, the last day of such Interest Period and (c) as to
any Eurodollar Loan in respect of which the Company has selected a longer
Interest Period than the periods described in clause (b) above, the last day of
each March, June, September and December falling within such Interest Period and
the last day of such Interest Period.

        "Interest Period": (a) with respect to any Eurodollar Loan, the period
commencing on the Borrowing Date with respect to such Eurodollar Loan and ending
one, two, three or six months thereafter, as selected by the Company in its
notice of borrowing as provided in subsection 2.1(d);

        (b)    with respect to any Alternate Base Rate Loan, the period
commencing on the Borrowing Date with respect to such Alternate Base Rate Loan
and ending on the earliest to occur of the last day of March, June, September or
December following such Borrowing Date;

        (c)    with respect to any Competitive Loan made pursuant to a
Competitive Loan Request, the period commencing on the Competitive Loan Date
with respect to such Competitive Loan and ending on the date not less than 7 nor
more than 180 days thereafter, as specified by the Company in such Competitive
Loan Request; provided that the foregoing provisions are subject to the
following:

        (A)  if any Interest Period pertaining to a Eurodollar Loan or a
    Competitive Loan made pursuant to an Index Rate Competitive Loan Request
    would otherwise end on a day which is not a Working Day, that Interest
    Period shall be extended to the next succeeding Working Day unless the
    result of such extension would be to carry such Interest Period into another
    calendar month in which event such Interest Period shall end on the
    immediately preceding Working Day;

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

        (C)  if any Interest Period pertaining to an Alternate Base Rate Loan or
    a Competitive Loan made pursuant to an Absolute Rate Competitive Loan
    Request would otherwise end on a day which is not a Business Day, such
    Interest Period shall be extended to the next succeeding Business Day;

        (D)  any Interest Period that would otherwise extend beyond the Maturity
    Date shall end on such Maturity Date; and

        (E)  the Company shall select Interest Periods so as not to require a
    prepayment of any Eurodollar Loan during an Interest Period for such Loan.

                                        9



        "Lien": any mortgage, pledge, hypothecation, assignment, deposit
arrangement, encumbrance, lien (statutory or other), or preference, priority or
other security agreement or preferential arrangement of any kind or nature
whatsoever (including, without limitation, any conditional sale or other title
retention agreement, any Financing Lease having substantially the same economic
effect as any of the foregoing, and the filing of any financing statement under
the Uniform Commercial Code or comparable law of any jurisdiction in respect of
any of the foregoing).

        "Loan" and "Loans": the collective reference to the Revolving Credit
Loans and the Competitive Loans.

        "Loan Commitment": as to any Lender, the obligation of such Lender, if
any, to make Revolving Credit Loans in an aggregate principal amount not to
exceed the amount set forth under the heading "Loan Commitment" opposite such
Lender's name on Schedule 1.1 or in the Assignment and Acceptance pursuant to
which such Lender became a party hereto, as the same may be changed from time to
time pursuant to the terms hereof (including, without limitation, pursuant to
the provisions of the second sentence of subsection 2.1(a)). The original
aggregate amount of the Loan Commitments is $130,000,000.

        "Margin Stock": "margin stock" as such term is defined in Regulation U
of the Board of Governors of the Federal Reserve System.

        "Maturity Date": at any time, the date that is one year after the
Termination Date then in effect.

        "Moody's": Moody's Investors Service, Inc.

        "Multiemployer Plan": a Plan which is a multiemployer plan as defined in
Section 4001(a)(3) of ERISA.

        "Notes": the collective reference to any promissory notes evidencing
Loans.

        "Other Agreements": the 4-Year Credit Agreement and the 5-Year Credit
Agreement.

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

        "Participants": as defined in subsection 9.6(b).

        "Payment Sharing Notice": a written notice from the Company, or any
Lender, informing the Administrative Agent that an Event of Default has occurred
and is continuing and directing the Administrative Agent to allocate payments
thereafter received from the Company in accordance with subsection 2.11(c).

                                       10



        "PBGC": the Pension Benefit Guaranty Corporation established pursuant to
Subtitle A of Title IV of ERISA.

        "Person": an individual, partnership, corporation, limited liability
company, business trust, joint stock company, trust, unincorporated association,
joint venture, Governmental Authority or other entity of whatever nature.

        "Plan": at any particular time, any employee benefit plan which is
covered by ERISA and in respect of which the Company or a Commonly Controlled
Entity is (or, if such plan were terminated at such time, would under Section
4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5) of
ERISA.

        "Prime Rate": the rate of interest publicly announced by JPMorgan Chase
Bank in New York, New York from time to time as its prime rate. The Prime Rate
is not intended to be the lowest rate of interest charged by JPMorgan Chase Bank
in connection with extensions of credit to debtors.

        "Purchasing Lenders": as defined in subsection 9.6(d).

        "Ratings": the ratings of Moody's and S&P applicable to the Company's
senior unsecured non-credit-enhanced long-term debt obligations.

        "Refunding Borrowing": a borrowing of Revolving Credit Loans which,
after application of the proceeds thereof, results in no net increase in the
aggregate outstanding principal amount of Revolving Credit Loans made by any
Lender.

        "Register": as defined in subsection 9.6(e).

        "Reorganization": with respect to any Multiemployer Plan, the condition
that such Plan is in reorganization within the meaning of such term as used in
Section 4245 of ERISA.

        "Reportable Event": any of the events set forth in Section 4043(c) of
ERISA or the regulations thereunder.

        "Required Lenders": at any date, Lenders having Loan Commitments
aggregating over one-half of the total Loan Commitments (or, at any time the
Loan Commitments have expired or terminated, the Lenders having over one- half
of the total Loans then outstanding).

        "Requirement of Law": as to any Person, the Certificate of Incorporation
and By-Laws or other organizational or governing documents of such Person, and
any law, treaty, rule or regulation or determination of an arbitrator or a court
or other Governmental Authority, in each case applicable to or binding upon such
Person or any of its property or to which such Person or any of its property is
subject.

        "Reserve Percentage": for any day, that percentage (expressed as a
decimal) which is in effect on such day, as prescribed by the Board of Governors
of the Federal Reserve System (or any successor), for determining

                                       11



the maximum reserve requirement for a Depository Institution (as defined in
Regulation D of such Board as in effect from time to time) in respect of new
non-personal time deposits in Dollars having a maturity of 30 days or more.

        "Responsible Officer": the Chief Executive Officer or the President of
the Company or, with respect to financial matters, the Chief Financial Officer
of the Company.

        "Revolving Credit Loans": Loans made pursuant to subsection 2.1;
individually a "Revolving Credit Loan."

        "S&P": Standard & Poor's Corporation.

        "Single Employer Plan": any Plan which is not a Multiemployer Plan.

        "Subsidiary": as to any Person, a corporation, partnership, limited
liability company or other entity of which shares of stock or other ownership
interests having ordinary voting power (other than stock or such other ownership
interests having such power only by reason of the happening of a contingency) to
elect a majority of the board of directors or other managers of such
corporation, partnership, limited liability company or other entity are at the
time owned, or the management of which is otherwise controlled, directly or
indirectly through one or more intermediaries, or both, by such Person. Unless
otherwise qualified, all references to a

        "Subsidiary" or to "Subsidiaries" in this Agreement shall refer to a
Subsidiary or Subsidiaries of the Company.

        "Syndication Agent": as defined in the preamble hereto.

        "Termination Date": June 21, 2004, or such earlier date on which the
Loan Commitments are terminated or such later date to which the Termination Date
shall be extended pursuant to subsection 2.17 hereof.

        "Three-Month Secondary CD Rate": as defined in the definition of
Alternate Base Rate.

        "Transferees": as defined in subsection 9.6(g).

        "Type": as to any Revolving Credit Loan, its nature as an Alternate Base
Rate Loan or a Eurodollar Loan.

        "Utilization Fee": as defined in subsection 2.4(b).

        "Working Day": any day on which dealings in foreign currencies and
exchange between banks may be carried on in London, England and in New York, New
York.

        1.2    Other Definitional Provisions. Unless otherwise specified herein,
all terms defined in this Agreement shall have the defined meanings when used in
any Notes or any certificate or other document made or delivered pursuant
hereto.

                                       12



        (b)    As used herein and in any Notes, and any certificate or other
document made or delivered pursuant hereto or thereto, (i) accounting terms
relating to the Company and its Subsidiaries not defined in subsection 1.1 and
accounting terms partly defined in subsection 1.1, to the extent not defined,
shall have the respective meanings given to them under GAAP, (ii) the words
"include," "includes" and "including" shall be deemed to be followed by the
phrase "without limitation," (iii) the word "incur" shall be construed to mean
incur, create, issue, assume or become liable in respect of (and the words
"incurred" and "incurrence" shall have correlative meanings), and (iv) the words
"asset" and "property" shall be construed to have the same meaning and effect
and to refer to any and all tangible and intangible assets and properties,
including cash, Capital Stock, securities, revenues, accounts, leasehold
interests and contract rights.

        (c)    The words "hereof," "herein" and "hereunder" and words of similar
import when used in this Agreement shall refer to this Agreement as a whole and
not to any particular provision of this Agreement, and section, subsection,
schedule and exhibit references are to this Agreement unless otherwise
specified.

        SECTION 2.  AMOUNT AND TERMS OF LOAN COMMITMENTS

        2.1    Revolving Credit Commitments. Subject to the terms and conditions
hereof, each Lender severally agrees to make revolving credit loans
(individually a "Revolving Credit Loan") to the Company from time to time during
the Commitment Period in an aggregate principal amount at any one time
outstanding not to exceed the amount of such Lender's Loan Commitment; provided
that no Revolving Credit Loan shall be made hereunder which would result in the
Aggregate Loans outstanding hereunder being in excess of the Loan Commitments
then in effect. During the Commitment Period the Company may use the Loan
Commitments by borrowing, prepaying the Revolving Credit Loans in whole or in
part, and reborrowing, all in accordance with the terms and conditions hereof,
provided, that the Loan Commitments shall be reduced on the Termination Date to
an amount equal to the amount of the Aggregate Loans then outstanding and, if
the Aggregate Loans shall at any time or from time to time be reduced
thereafter, the Loan Commitments shall be reduced pro rata simultaneously by an
amount equal to such reduction in the Aggregate Loans, and provided, further,
that on and after the Termination Date, no Revolving Credit Loans may be made
which are not Refunding Borrowings or Revolving Credit Loans the proceeds of
which are used to repay maturing Competitive Loans.

        (b)    No Eurodollar Loan shall be made after the date that is 30 days
prior to the Maturity Date.

        (c)    Each Revolving Credit Loan shall finally mature on the Maturity
Date. Each Revolving Credit Loan shall bear interest on the unpaid principal
amount thereof from time to time outstanding at the applicable interest rate per
annum determined as provided in, and shall be payable on the dates specified in,
subsections 2.8 and 2.9.

        (d)    The Company may borrow under the Loan Commitments during the
Commitment Period on any Working Day if the borrowing is a Eurodollar Loan or on
any Business Day if the borrowing is an Alternate Base Rate Loan; provided that
the Company shall give the Administrative Agent irrevocable

                                       13



notice (which notice must be received by the Administrative Agent prior to 10:00
A.M., New York City time, (a) 3 Working Days prior to the requested Borrowing
Date, in the case of Eurodollar Loans, and (b) on the requested Borrowing Date,
in the case of Alternate Base Rate Loans). Each such notice shall be given in
writing, by telex or by facsimile transmission substantially in the form of
Exhibit A (with appropriate insertions) or shall be given by telephone
(specifying the information set forth in Exhibit A) promptly confirmed by notice
given in writing, by telex or by facsimile transmission substantially in the
form of Exhibit A (with appropriate insertions). Each borrowing pursuant to the
Loan Commitments shall be in an aggregate principal amount equal to (a) the
lesser of, in the case of Alternate Base Rate Loans, (i) $10,000,000 or a whole
multiple of $1,000,000 in excess thereof, and (ii) the Available Loan
Commitments and (b) in the case of Eurodollar Loans, $10,000,000 or a whole
multiple of $1,000,000 in excess thereof. Upon receipt of such notice from the
Company the Administrative Agent shall promptly notify each Lender thereof. Each
Lender will make the amount of its share of each borrowing available to the
Administrative Agent for the account of the Company at the office of the
Administrative Agent set forth in subsection 9.2 at or before 11:00 A.M. on the
Borrowing Date requested by the Company in funds immediately available to the
Administrative Agent as the Administrative Agent may direct. The proceeds of all
such Loans will then be made available to the Company by the Administrative
Agent at the office of the Administrative Agent specified in subsection 9.2 by
crediting the account of the Company on the books of such office of the
Administrative Agent with the aggregate of the amounts made available to the
Administrative Agent by the Lenders and in like funds as received by the
Administrative Agent.

        (e)    If any Lender makes a Revolving Credit Loan on a day on which the
Company is to repay all or any part of any outstanding Revolving Credit Loan
from such Lender, such Lender shall apply the proceeds of the requested
Revolving Credit Loan to make such repayment, and only an amount equal to the
difference (if any) between the amount being borrowed and the amount being
repaid shall be made available by such Lender to the Administrative Agent as
provided in paragraph (d) above, or remitted by the Company to the
Administrative Agent for the account of such Lender as provided in subsection
2.6, as the case may be.

        2.2    The Competitive Loans. The Lenders may make Competitive Loans to
the Company from time to time on any Business Day (in the case of Competitive
Loans made pursuant to an Absolute Rate Competitive Loan Request) or any Working
Day (in the case of Competitive Loans made pursuant to an Index Rate Competitive
Loan Request) during the period from the Closing Date until the date occurring
14 days prior to the Maturity Date in the manner set forth in this subsection
2.2 and in amounts such that the Aggregate Loans at any time outstanding shall
not exceed the aggregate amount of the Loan Commitments at such time; provided,
however, that the aggregate principal amount of the outstanding Competitive
Loans of a Lender may (but shall not be required to) exceed its Loan Commitment.

        b)     (i) The Company shall request Competitive Loans by delivering a
Competitive Loan Request to the Administrative Agent, not later than 12:00 Noon
(New York City time) four Working Days prior to the proposed Competitive Loan
Date (in the case of an Index Rate Competitive Loan Request), and not later than
10:00 A.M. (New York City time) one Business Day prior to the proposed
Competitive Loan Date (in the case of an Absolute Rate Competitive Loan
Request); provided that (i) an Index Rate Competitive

                                       14



Loan request shall not be made until at least one Business Day has passed since
the most recent Competitive Loan Date and (ii) an Absolute Rate Competitive Loan
Request shall not be made until at least four Business Days have passed since
the most recent Competitive Loan Date. Each Competitive Loan Request may solicit
bids for Competitive Loans in an aggregate principal amount of $10,000,000 or an
integral multiple in excess of $1,000,000 thereof and for not more than three
alternative maturity dates for such Competitive Loans. The maturity date for
each Competitive Loan shall be not less than 7 days nor more than 180 days after
the Competitive Loan Date therefor (and in any event not after the Maturity Date
and in any event subject to the proviso to the definition of "Interest Period").
The Administrative Agent shall promptly notify each Lender by telex or facsimile
transmission of the contents of each Competitive Loan Request received by it.

  (ii)  In the case of an Index Rate Competitive Loan Request, upon receipt of
notice from the Administrative Agent of the contents of such Competitive Loan
Request, any Competitive Loan Lender that elects, in its sole discretion, to do
so, shall irrevocably offer to make one or more Competitive Loans at the
Applicable Index Rate plus or minus a margin for each such Competitive Loan
determined by such Competitive Loan Lender in its sole discretion. Any such
irrevocable offer shall be made by delivering a Competitive Loan Offer to the
Administrative Agent, before 10:30 A.M. (New York City time) three Working Days
before the proposed Competitive Loan Date, setting forth the maximum amount of
Competitive Loans for each maturity date, and the aggregate maximum amount for
all maturity dates, which such Lender would be willing to make (which amounts
may, subject to subsection 2.2(a), exceed such Competitive Loan Lender's Loan
Commitment) and the margin above or below the Applicable Index Rate at which
such Competitive Loan Lender is willing to make each such Competitive Loan; the
Administrative Agent shall advise the Company before 11:15 A.M. (New York City
time) three Working Days before the proposed Competitive Loan Date, of the
contents of each such Competitive Loan Offer received by it. If the
Administrative Agent in its capacity as a Competitive Loan Lender shall, in its
sole discretion, elect to make any such offer, it shall advise the Company of
the contents of its Competitive Loan Offer before 10:15 A.M. (New York City
time) three Working Days before the proposed Competitive Loan Date.

  (iii) In the case of an Absolute Rate Competitive Loan Request, upon receipt
of notice from the Administrative Agent of the contents of such Competitive Loan
Request, any Competitive Loan Lender that elects, in its sole discretion, to do
so, shall irrevocably offer to make one or more Competitive Loans at a rate or
rates of interest for each such Competitive Loan determined by such Competitive
Loan Lender in its sole discretion. Any such irrevocable offer shall be made by
delivering a Competitive Loan Offer to the Administrative Agent, before 9:30
A.M. (New York City time) on the proposed Competitive Loan Date, setting forth
the maximum amount of Competitive Loans for each maturity date, and the
aggregate maximum amount for all maturity dates, which such Competitive Loan
Lender would be willing to make (which amounts may, subject to subsection
2.2(a), exceed such Competitive Loan Lender's Loan Commitment) and the rate or
rates of interest at which such Competitive Loan Lender is willing to make each
such Competitive Loan; the Administrative Agent shall advise the Company before
10:15 A.M. (New York City time) on the proposed Competitive Loan Date of the
contents of each such Competitive Loan Offer received by it. If the
Administrative Agent in its capacity as a Competitive Loan Lender shall, in

                                       15



its sole discretion, elect to make any such offer, it shall advise the Company
of the contents of its Competitive Loan Offer before 9:15 A.M. (New York City
time) on the proposed Competitive Loan Date.

  (iv)  The Company shall before 11:30 A.M. (New York City time) three Working
Days before the proposed Competitive Loan Date (in the case of Competitive Loans
requested by an Index Rate Competitive Loan Request) and before 10:30 A.M. (New
York City time) on the proposed Competitive Loan Date (in the case of
Competitive Loans requested by an Absolute Rate Competitive Loan Request)
either, in its absolute discretion:

        (A)    cancel such Competitive Loan Request by giving the Administrative
Agent telephone notice to that effect, or

        (B)    accept one or more of the offers made by any Competitive Loan
Lender or Competitive Loan Lenders pursuant to clause (ii) or clause (iii)
above, as the case may be, by giving telephone notice to the Administrative
Agent (immediately confirmed by delivery to the Administrative Agent of a
Competitive Loan Confirmation) of the amount of Competitive Loans for each
relevant maturity date to be made by each Competitive Loan Lender (which amount
for each such maturity date shall be equal to or less than the maximum amount
for such maturity date specified in the Competitive Loan Offer of such
Competitive Loan Lender, and for all maturity dates included in such Competitive
Loan Offer shall be equal to or less than the aggregate maximum amount specified
in such Competitive Loan Offer for all such maturity dates) and reject any
remaining offers made by Competitive Loan Lenders pursuant to clause (ii) or
clause (iii) above, as the case may be; provided, however, that (x) the Company
may not accept offers for Competitive Loans for any maturity date in an
aggregate principal amount in excess of the maximum principal amount requested
in the related Competitive Loan Request, (y) if the Company accepts any of such
offers, it must accept offers strictly based upon pricing for such relevant
maturity date and no other criteria whatsoever and (z) if two or more
Competitive Loan Lenders submit offers for any maturity date at identical
pricing and the Company accepts any of such offers but does not wish to borrow
the total amount offered by such Competitive Loan Lenders with such identical
pricing, the Company shall accept offers from all of such Competitive Loan
Lenders in amounts allocated among them pro rata according to the amounts
offered by such Competitive Loan Lenders (or as nearly pro rata as shall be
practicable after giving effect to the requirement that any Competitive Loans
made by a Competitive Loan Lender on a Competitive Loan Date for each relevant
maturity date shall be in a principal amount of $5,000,000 or an integral
multiple of $1,000,000 in excess thereof, it being agreed that to the extent
that it is impossible to make allocations in accordance with the provisions of
this clause (B) such allocations shall be made in accordance with the
instructions of the Company).

        (v)    If the Company notifies the Administrative Agent that a
Competitive Loan Request is cancelled pursuant to clause (iv) (A) above, the
Administrative Agent shall give prompt telephone notice thereof to the
Competitive Loan Lenders, and the Competitive Loans requested thereby shall not
be made.

        (vi)   If the Company accepts pursuant to clause (iv) (B) above one or
more of the offers made by any Competitive Loan Lender or Competitive Loan
Lenders, the Administrative Agent shall promptly notify each Competitive

                                       16



Loan Lender which has made such an offer of the aggregate amount of such
Competitive Loans to be made on such Competitive Loan Date for each maturity
date and of the acceptance or rejection of any offers to make such Competitive
Loans made by such Competitive Loan Lender. Each Competitive Loan Lender which
is to make a Competitive Loan shall, before 12:00 Noon (New York City time) on
the Competitive Loan Date specified in the Competitive Loan Request applicable
thereto, make available to the Administrative Agent at its office set forth in
subsection 9.2 the amount of Competitive Loans to be made by such Competitive
Loan Lender, in immediately available funds. The Administrative Agent will make
such funds available to the Company as soon as practicable on such date at the
Administrative Agent's aforesaid address. As soon as practicable after each
Competitive Loan Date, the Administrative Agent shall notify each Lender of the
aggregate amount of Competitive Loans advanced on such Competitive Loan Date and
the respective maturity dates thereof.

        (c)    Within the limits and on the conditions set forth in this
subsection 2.2, the Company may from time to time borrow under this subsection
2.2, repay pursuant to paragraph (d) below, and reborrow under this subsection
2.2.

        (d)    The Company shall repay to the Administrative Agent for the
account of each Competitive Loan Lender which has made a Competitive Loan (or
the Competitive Loan Assignee in respect thereof, as the case may be) on the
maturity date of each Competitive Loan (such maturity date being that specified
by the Company for repayment of such Competitive Loan in the related Competitive
Loan Request) the then unpaid principal amount of such Competitive Loan. The
Company shall not have the right to prepay any principal amount of any
Competitive Loan.

        (e)    The Company shall pay interest on the unpaid principal amount of
each Competitive Loan from the Competitive Loan Date to the stated maturity date
thereof, at the rate of interest determined pursuant to paragraph (b) above
(calculated on the basis of a 360 day year for actual days elapsed), payable on
the interest payment date or dates specified by the Company for such Competitive
Loan in the related Competitive Loan Request. If all or a portion of the
principal amount of any Competitive Loan shall not be paid when due (whether at
the stated maturity, by acceleration or otherwise), such overdue principal
amount shall, without limiting any rights of any Lender under this Agreement,
bear interest from the date on which such payment was due at a rate per annum
which is 2% above the rate which would otherwise be applicable thereto until the
scheduled maturity date with respect thereto, and for each day thereafter at a
rate per annum which is 2% above the Alternate Base Rate until paid in full (as
well after as before judgment).

        2.3    Type of Revolving Credit Loans. The Revolving Credit Loans may be
(i) Eurodollar Loans, (ii) Alternate Base Rate Loans or (iii) a combination
thereof. Each borrowing of Revolving Credit Loans shall be in an aggregate
principal amount of $10,000,000 or a whole multiple of $1,000,000 in excess
thereof.

        2.4    Fees. The Company agrees to pay, in immediately available funds,
to the Administrative Agent for the account of each Lender a facility fee (a
"Facility Fee") for the period from and including the date of this Agreement to,
but excluding, the Maturity Date, payable quarterly in arrears on the last day
of each March, June, September and December and on

                                       17



the Maturity Date (or such earlier date on which the Loan Commitments shall
terminate and the Loans and all interest, fees and other amounts in respect
thereof shall have been paid in full), commencing on the first of such dates to
occur after the date hereof, at a rate per annum equal to the Applicable
Facility Fee Percentage from time to time in effect on each Lender's portion of
the daily average Loan Commitments in effect, whether used or unused, during the
period for which payment is being made.

        (b)    The Company agrees to pay, in immediately available funds, to the
Administrative Agent for the account of each Lender a fee (the "Utilization
Fee") based upon the average daily amount of the outstanding Loans of such
Lender at a rate per annum equal to 0.05%, when and for as long as the aggregate
outstanding principal amount of the sum of (a) the Loans hereunder plus (b) the
aggregate principal amount of the Loans (as defined therein) under the Other
Agreements exceeds 50% of (i) until the Termination Date, the Aggregate Loan
Commitments and (ii) from the Termination Date through the Maturity Date, the
aggregate amount of the Loan Commitments in effect on the Termination Date
immediately prior to giving effect to any reduction thereof required to occur on
such date pursuant to the first proviso of the second sentence of subsection
2.1(a) plus the aggregate amount of the Loan Commitments (as defined therein)
under the Other Agreements. The Utilization Fee shall be payable quarterly in
arrears on the last day of each March, June, September and December, commencing
on the first of such dates to occur after the date hereof, and on the Maturity
Date (or such earlier date on which the Loan Commitments shall terminate and the
Loans and all interest, fees and other amounts in respect thereof shall have
been paid in full).

        2.5    Termination or Reduction of Loan Commitments. The Company shall
have the right, upon not less than 5 Business Days' notice to the Administrative
Agent, to terminate the Loan Commitments or, from time to time, to reduce pro
rata the amount of the Loan Commitments, provided that (a) any such reduction
shall be accompanied by prepayment of the Revolving Credit Loans, together with
accrued interest on the amount so prepaid to the date of such prepayment, to the
extent, if any, that the amount of the Revolving Credit Loans then outstanding
exceeds the amount of the Loan Commitments as then reduced, (b) any such
termination of the Loan Commitments shall be accompanied by prepayment in full
of the Revolving Credit Loans then outstanding, together with accrued interest
thereon to the date of such prepayment, and the payment of any unpaid Facility
Fee or Utilization Fee then accrued hereunder and (c) any termination of the
Loan Commitments while Eurodollar Loans are outstanding and any reduction of the
aggregate amount of the Loan Commitments that reduces the amount of the Loan
Commitments below the principal amount of the Eurodollar Loans then outstanding
may be made only on the last day of the respective Interest Periods for such
Eurodollar Loans. Any such reduction shall be in an amount of $10,000,000 or a
whole multiple thereof, and shall reduce permanently the amount of the Loan
Commitments then in effect.

        2.6    Repayment of Loans. Subject to subsection 2.1(e), the Company
will pay to the Administrative Agent for the account of each Lender the unpaid
principal amount of each Revolving Credit Loan made by such Lender, plus all
interest accrued thereon, on the last day of the Interest Period applicable
thereto.

        2.7    Optional Prepayments. The Company may on the last day of the
relevant Interest Period if the Loans to be prepaid are in whole or in part
Eurodollar Loans, or at any time and from time to time if the Loans to

                                       18



be prepaid are Alternate Base Rate Loans, prepay the Revolving Credit Loans, in
whole or in part, without premium or penalty, upon at least three Business Days'
(in the case of Eurodollar Loans) or one Business Day's (in the case of
Alternate Base Rate Loans) irrevocable notice to the Administrative Agent,
specifying the date and amount of prepayment and whether the prepayment is of
Eurodollar Loans or Alternate Base Rate Loans or a combination thereof, and if
of a combination thereof, the amount of prepayment allocable to each. Upon
receipt of such notice the Administrative Agent shall promptly notify each
Lender thereof. If such notice is given, the Company shall make such prepayment,
and the payment amount specified in such notice shall be due and payable on the
date specified therein. Partial prepayments shall be in an aggregate principal
amount of $10,000,000 or a whole multiple thereof, and may only be made if,
after giving effect thereto, subsection 2.7(c) shall not have been contravened.

        (b)    The Company may not prepay Competitive Loans without the consent
of the relevant Lender.

        (c)    All payments and prepayments hereunder shall be in such amounts
and be made pursuant to such elections so that, after giving effect thereto, the
aggregate principal amount of the Revolving Credit Loans which are Eurodollar
Loans having the same Interest Period shall not be less than $10,000,000.

        2.8    Interest Rate and Payment Dates. The Eurodollar Loans shall bear
interest for each Interest Period with respect thereto on the unpaid principal
amount thereof at a rate per annum equal to the Eurodollar Rate determined for
such Interest Period plus the Applicable Margin.

        (b)    Alternate Base Rate Loans shall bear interest for the period from
and including the date thereof until maturity on the unpaid principal amount
thereof at a rate per annum equal to the Alternate Base Rate.

        (c)    (i) If all or a portion of the principal amount of any Revolving
Credit Loan shall not be paid when due (whether at the stated maturity, by
acceleration or otherwise), such overdue amount shall bear interest at a rate
per annum equal to the rate that would otherwise be applicable thereto pursuant
to the foregoing provisions of this subsection 2.8 plus 2%, and (ii) if all or a
portion of any interest payable on any Loan or any commitment fee or other
amount payable hereunder shall not be paid when due (whether at the stated
maturity, by acceleration or otherwise), such overdue amount shall bear interest
at a rate per annum equal to the rate then applicable to Alternate Base Rate
Loans plus 2%, in each case, with respect to clauses (i) and (ii) above, from
the date of such non-payment until such amount is paid in full (as well after as
before judgment).

        (d)    Interest shall be payable in arrears on each Interest Payment
Date, provided that interest accruing pursuant to paragraph (c) of this
subsection 2.8 shall be payable from time to time on demand.

                                       19



        (e)    Anything in this agreement to the contrary notwithstanding, at
all times after the Termination Date each rate at which interest shall accrue
pursuant to this Agreement shall be .125% in excess of the rate otherwise
determined pursuant to this subsection 2.8.

        2.9    Computation of Interest and Fees. All interest in respect of
Alternate Base Rate Loans shall be calculated on the basis of a 360 day year for
the actual days elapsed, except where the applicable interest rate for such Loan
is the Prime Rate, in which case the rate per annum shall be computed on the
basis of a 365 (or 366 as the case may be) day year for the actual days elapsed.
Facility Fees, Utilization Fees and interest in respect of Eurodollar Loans
shall be calculated on the basis of a 360 day year for the actual days elapsed.
The Administrative Agent shall as soon as practicable notify the Company and the
Lenders of each determination of a Eurodollar Rate. Any change in the interest
rate on a Loan resulting from a change in the Alternate Base Rate, the
Applicable Margin or the Reserve Percentage shall become effective as of the
opening of business on the day on which such change in the Alternate Base Rate
is announced or such Applicable Margin changes as provided herein or such change
in the Reserve Percentage shall become effective. The Administrative Agent shall
as soon as practicable notify the Company and the Lenders of the effective date
and the amount of each such change.

        (b)    Each determination of an interest rate by the Administrative
Agent pursuant to any provision of this Agreement shall be conclusive and
binding on the Company and the Lenders in the absence of manifest error. The
Administrative Agent shall, at the request of the Company, deliver to the
Company a statement showing the quotations used by the Administrative Agent in
determining any interest rate pursuant to subsection 2.8(a) or (c).

        2.10   Inability to Determine Interest Rate. In the event that the
Administrative Agent shall have determined (which determination shall be
conclusive and binding upon the Company) that by reason of circumstances
affecting the interbank eurodollar market, adequate and reasonable means do not
exist for ascertaining the Eurodollar Rate for any requested Interest Period
with respect to proposed Revolving Credit Loans that the Company has requested
be made as Eurodollar Loans, the Administrative Agent shall forthwith give telex
or facsimile notice of such determination, confirmed in writing, to the Company
and the Lenders at least one day prior to the requested Borrowing Date for such
Eurodollar Loans. If such notice is given any requested Eurodollar Loans shall
be made as Alternate Base Rate Loans. Until such notice has been withdrawn by
the Administrative Agent, no further Eurodollar Loans shall be made.

        (b)    In the event that the Administrative Agent shall have determined
(which determination shall be conclusive and binding upon the Company) that by
reason of circumstances affecting the interbank eurodollar market, adequate and
reasonable means do not exist for ascertaining the Eurodollar Rate for any
Interest Period with respect to proposed Competitive Loans to be made pursuant
to an Index Rate Competitive Loan Request, the Administrative Agent shall
forthwith give telex, telecopy or telephone notice of such determination,
confirmed in writing, to the Company and the Lenders at least two Business Days
prior to the proposed Competitive Loan Date, and such Competitive Loans shall
not be made on such Competitive Loan Date. Until any such notice has been
withdrawn by the Administrative Agent, no further Index Rate Competitive Loan
Requests shall be submitted by the Company.

                                       20



        2.11   Pro Rata Borrowings and Payments. Each borrowing by the Company
of Revolving Credit Loans shall be made ratably from the Lenders in accordance
with their Commitment Percentages.

        (b)    Whenever any payment received by the Administrative Agent under
this Agreement is insufficient to pay in full all amounts then due and payable
to the Administrative Agent and the Lenders under this Agreement, and the
Administrative Agent has not received a Payment Sharing Notice (or if the
Administrative Agent has received a Payment Sharing Notice but the Event of
Default specified in such Payment Sharing Notice has been cured or waived), such
payment shall be distributed and applied by the Administrative Agent and the
Lenders in the following order: first, to the payment of fees and expenses due
and payable to the Administrative Agent, acting as Administrative Agent for the
benefit of the Lenders, under and in connection with this Agreement; second, to
the payment of all expenses due and payable under subsection 9.5, ratably among
the Lenders in accordance with the aggregate amount of such payments owed to
each such Lender; third, to the payment of fees due and payable under subsection
2.4, ratably among the Lenders in accordance with their Commitment Percentages;
fourth, to the payment of interest then due and payable under this Agreement,
ratably among the Lenders in accordance with the aggregate amount of interest
owed to each such Lender; and fifth, to the payment of the principal amount of
the Loans which is then due and payable, ratably among the Lenders in accordance
with the aggregate principal amount owed to each such Lender.

        (c)    After the Administrative Agent has received a Payment Sharing
Notice which remains in effect, all payments received by the Administrative
Agent under this Agreement shall be distributed and applied by the
Administrative Agent and the Lenders in the following order: first, to the
payment of all amounts described in clauses first through third of the foregoing
paragraph (b), in the order set forth therein; and second, to the payment of the
interest accrued on and the principal amount of all of the Loans, regardless of
whether any such amount is then due and payable, ratably among the Lenders in
accordance with the aggregate accrued interest plus the aggregate principal
amount owed to such Lender.

        (d)    All payments (including prepayments) to be made by the Company on
account of principal, interest and fees shall be made without set-off or
counterclaim and shall be made to the Administrative Agent for the account of
the Lenders at the Administrative Agent's office specified in subsection 9.2 in
Dollars and in immediately available funds. The Administrative Agent shall
distribute such payments to the Lenders entitled thereto promptly upon receipt
in like funds as received. If any payment hereunder of fees or principal of or
interest on Alternate Base Rate Loans or Competitive Loans made pursuant to an
Absolute Rate Competitive Loan Request, becomes due and payable on a day other
than a Business Day, such payment shall be extended to the next succeeding
Business Day, and, with respect to payments of principal, interest thereon shall
be payable during such extension at the rate then applicable thereunder.

        2.12   Taxes. All payments made by the Company under this Agreement
shall be made free and clear of, and without deduction or withholding for or on
account of, any present or future income, stamp or other taxes, levies, imposts,
duties, charges, fees, deductions or withholdings, now or hereafter imposed,
levied, collected, withheld or

                                       21



assessed by any Governmental Authority, excluding net income taxes and franchise
taxes (imposed in lieu of net income taxes) imposed on the Administrative Agent
or any Lender as a result of a present or former connection between the
Administrative Agent or such Lender and the jurisdiction of the Governmental
Authority imposing such tax or any political subdivision or taxing authority
thereof or therein (other than any such connection arising solely from the
Administrative Agent or such Lender having executed, delivered or performed its
obligations or received a payment under, or enforced, this Agreement or any
Note). If any such non-excluded taxes, levies, imposts, duties, charges, fees,
deductions or withholdings ("Non-Excluded Taxes") or Other Taxes are required to
be withheld from any amounts payable to the Administrative Agent or any Lender
hereunder, the amounts so payable to the Administrative Agent or such Lender
shall be increased to the extent necessary to yield to the Administrative Agent
or such Lender (after payment of all Non-Excluded Taxes and Other Taxes)
interest or any such other amounts payable hereunder at the rates or in the
amounts specified in this Agreement, provided, however, that the Company shall
not be required to increase any such amounts payable to any Lender with respect
to any Non-Excluded Taxes (i) that are attributable to such Lender's failure to
comply with the requirements of paragraph (d) or (e) of this subsection 2.12 or
failure to obtain either U.S. Internal Revenue Service Form W-8BEN or U.S.
Internal Revenue Service Form W-8ECI or any applicable successor form from any
Transferee that is a Participant or a Competitive Loan Assignee certifying that
such Participant or Competitive Loan Assignee is entitled to receive payments
under this Agreement without deduction or withholding of any United States
federal income taxes or (ii) that are United States withholding taxes imposed on
amounts payable to such Lender at the time the Lender becomes a party to this
Agreement, except to the extent that such Lender's assignor (if any) was
entitled, at the time of assignment, to receive additional amounts from the
Company with respect to such Non-Excluded Taxes pursuant to this paragraph.

        (b)    In addition, the Company shall pay any Other Taxes to the
relevant Governmental Authority in accordance with applicable law.

        (c)    Whenever any Non-Excluded Taxes or Other Taxes are payable by the
Company, as promptly as possible thereafter the Company shall send to the
Administrative Agent for its own account or for the account of the relevant
Lender, as the case may be, a certified copy of an original official receipt
received by the Company, or other evidence of payment reasonably satisfactory to
the Administrative Agent, showing payment thereof. If the Company fails to pay
any Non-Excluded Taxes or Other Taxes when due to the appropriate taxing
authority or fails to remit to the Administrative Agent the required receipts or
other required documentary evidence, the Company shall indemnify the
Administrative Agent and the Lenders for any incremental taxes, interest or
penalties that may become payable by the Administrative Agent or any Lender as a
result of any such failure.

        (d)    Each Lender (or Transferee) that is not a citizen or resident of
the United States of America, a corporation, partnership or other entity created
or organized in or under the laws of the United States of America (or any
jurisdiction thereof), or any estate or trust that is subject to federal income
taxation regardless of the source of its income (a "Non-U.S. Lender") shall
deliver to the Company and the Administrative Agent (or, in the case of a
Participant, to the Lender from which the related participation shall have been
purchased, and in the case of a Competitive Loan Assignee, to the Lender from
which the related Competitive Loan shall

                                       22



have been assigned) two copies of (A) either (1) U.S. Internal Revenue Service
Form W-8BEN or Form W-8ECI, or (2) in the case of a Non-U.S. Lender that does
not meet the requirements of the documents described in clause (1) hereof
claiming exemption from U.S. federal withholding tax under Section 871(h) or
881(c) of the Code with respect to payments of "portfolio interest," a statement
substantially in the form of Exhibit E and (B) a Form W-8BEN or W-9, including,
where applicable, with respect to both clauses (1) and (2) above, any such forms
required to be provided to certify to such exemption on behalf of such Non-U.S.
Lender's beneficial owners, or, in each case, any subsequent versions thereof or
successors thereto, properly completed and duly executed by such Non-U.S. Lender
claiming complete exemption from, or a reduced rate of, U.S. federal withholding
tax on all payments by the Company under this Agreement and any Notes. Such
forms shall be delivered by each Non-U.S. Lender on or before the date it
becomes a party to this Agreement (or, in the case of any Participant, on or
before the date such Participant purchases the related participation, and in the
case of a Competitive Loan Assignee, on or before the date of such Competitive
Loan Assignment). In addition, each Non-U.S. Lender shall deliver such forms
(and, where applicable, any such forms on behalf of its beneficial owners)
promptly upon the obsolescence or invalidity of any form previously delivered by
such Non-U.S. Lender. Each Non-U.S. Lender shall promptly notify the Company at
any time it determines that it is no longer in a position to provide any
previously delivered certificate to the Company (or any other form of
certification adopted by the U.S. taxing authorities for such purpose).
Notwithstanding any other provision of this paragraph, a Non-U.S. Lender shall
not be required to deliver any form pursuant to this paragraph that such
Non-U.S. Lender is not legally able to deliver.

        (ii)   Each Lender which is not a Non-U.S. Lender shall deliver to the
Company and the Administrative Agent (or, in the case of a Participant, to the
Lender from which the related participation shall have been purchased, and in
the case of a Competitive Loan Assignee, to the Lender from which the related
Competitive Loan shall have been assigned) two copies of a statement which shall
contain the address of such Lender's office or place of business in the United
States and shall be signed by an authorized officer of such Lender, together
with two duly completed copies of Form W-9 (or any applicable successor form)
unless it establishes to the satisfaction of the Company that it is otherwise
eligible for an exemption from backup withholding tax or other applicable
withholding tax. Each such Lender shall deliver to the Company and the
Administrative Agent (or, in the case of a Participant, to the Lender from which
the related participation shall have been purchased, and in the case of a
Competitive Loan Assignee, to the Lender from which the related Competitive Loan
shall have been assigned) two further duly completed and signed forms and
statements (or successor forms) at or before the time any such form or statement
becomes obsolete.

        (iii)  Each Lender agrees to indemnify and hold harmless the Company and
the Administrative Agent from and against any taxes imposed by or on behalf of
the United States or any taxing jurisdiction thereof, penalties, additions to
tax, fines, interest or other liabilities, costs or losses, including, without
limitation, reasonable attorney's fees and expenses incurred or payable by the
Company or the Administrative Agent as a result of the failure of the Company or
the Administrative Agent to comply with its obligations to deduct or withhold
any taxes imposed by or on behalf of the United States or any taxing
jurisdiction thereof (including penalties, additions to tax, fines or interest
on such taxes) from any payments made pursuant to this Agreement which failure
resulted from the Company's or the Administrative Agent's reliance on any
representation, covenant, form,

                                       23



statement, certificate or other information provided to it by such Lender
pursuant to this subsection 2.12(d).

        (e)    A Lender that is entitled to an exemption from or reduction of
non-U.S. withholding tax under the law of the jurisdiction in which the Company
is located, or any treaty to which such jurisdiction is a party, with respect to
payments under this Agreement shall deliver to the Company (with a copy to the
Administrative Agent), at the time or times prescribed by applicable law or
reasonably requested by the Company, such properly completed and executed
documentation prescribed by applicable law as will permit such payments to be
made without withholding or at a reduced rate, provided that such Lender is
legally entitled to complete, execute and deliver such documentation and in such
Lender's reasonable judgment such completion, execution or submission would not
materially prejudice the legal position of such Lender.

        (f)    Without limiting the other provisions of this subsection 2.12,
each Lender claiming entitlement to additional amounts under this subsection
2.12 agrees to use reasonable efforts, including designating a different lending
office for funding or booking its Loans hereunder, to avoid or to minimize any
amounts which might otherwise be payable pursuant to this subsection; provided,
however, that such efforts shall not cause the imposition on such Lender of any
additional costs or legal or regulatory burdens deemed in the sole reasonable
judgment of such Lender to be material.

        (g)    If any Lender or Participant identifies a refund of or credit
with respect to an amount of taxes with respect to which the Company paid to or
on behalf of such Lender an additional amount pursuant to this subsection 2.12
(a "Tax Credit"), the Lender shall promptly notify the Company of such Tax
Credit. The Lender shall use commercially reasonable efforts to take such action
as, in the sole reasonable discretion of the Lender, is then practicable under
the circumstances to give the benefit of such Tax Credit to the Company.

        h)     The Company shall be permitted to replace any Lender that (i)
requests reimbursement for amounts owing pursuant to subsection 2.12(a) or 2.14
or (ii) defaults in its obligation to make Loans hereunder, with a replacement
financial institution; provided that (A) such replacement does not conflict with
any Requirement of Law, (B) no Event of Default shall have occurred and be
continuing at the time of such replacement, (C) prior to any such replacement,
such Lender shall have taken no action under subsection 2.12(f) so as to
eliminate the continued need for payment of amounts owing pursuant to subsection
2.12(a) or 2.14, (D) the replacement financial institution shall purchase, at
par, all Loans and other amounts owing to such replaced Lender on or prior to
the date of replacement, (E) the Company shall be liable to such replaced Lender
under subsection 2.15 if any Eurodollar Loan owing to such replaced Lender shall
be purchased other than on the last day of the Interest Period relating thereto,
(F) the replacement financial institution, if not already a Lender, shall be
reasonably satisfactory to the Administrative Agent, (G) the replaced Lender
shall be obligated to make such replacement in accordance with the provisions of
subsection 9.6 (provided that the Company shall be obligated to pay the
registration and processing fee referred to therein), (H) until such time as
such replacement shall be consummated, the Company shall pay all additional
amounts (if any) required pursuant to subsection 2.12(a) or 2.14, as the case
may be, and (I) any such replacement shall not be deemed to be a waiver

                                       24



of any rights that the Company, the Administrative Agent or any other Lender
shall have against the replaced Lender.

        (i)    The agreements in this subsection shall survive the termination
of this Agreement and the payment of the Loans and all other amounts payable
hereunder.

        2.13   Illegality. Notwithstanding any other provisions herein, if any
Requirement of Law or any change therein or in the interpretation or application
thereof shall make it unlawful for any Lender to make or maintain Eurodollar
Loans as contemplated by this Agreement, (a) the commitment of such Lender
hereunder to make Eurodollar Loans shall forthwith be cancelled and (b) such
Lender's Loans then outstanding as Eurodollar Loans, if any, shall be converted
automatically to Alternate Base Rate Loans on the respective next succeeding
Interest Payment Date(s) for such Loans or within such earlier period as
required by law. The Company hereby agrees promptly to pay any Lender, upon its
demand, any additional amounts necessary to compensate such Lender for any costs
incurred by such Lender in making any conversion in accordance with this
subsection 2.13 including, but not limited to, any interest or fees payable by
such Lender to lenders of funds obtained by it in order to make or maintain its
Eurodollar Loans hereunder (such Lender's notice of such costs, as certified to
the Company through the Administrative Agent, to be conclusive absent manifest
error).

        2.14   Requirements of Law. Subject to subsection 2.12:

        (a)    In the event that any Requirement of Law or any change therein or
in the interpretation or application thereof or compliance by any Lender with
any request or directive (whether or not having the force of law) from any
central bank or other Governmental Authority:

  (i)   does or shall subject any Lender to any tax of any kind whatsoever with
respect to this Agreement, any Note or any Loans made by it, or change the basis
of taxation of payments to such Lender of principal, fees, interest or any other
amount payable hereunder (except for changes in the rate of tax on the overall
net income of such Lender);

  (ii)  does or shall impose, modify or hold applicable any reserve, special
deposit, compulsory loan or similar requirement against assets held by, or
deposits or other liabilities in or for the account of, advances or loans by, or
other credit extended by, or any other acquisition of funds by, any office of
such Lender which are not otherwise included in the determination of the
Eurodollar Rate hereunder; or

  (iii) does or shall impose on such Lender any other condition; and the result
of any of the foregoing is to increase the cost to such Lender of making,
renewing or maintaining advances or extensions of credit or to reduce any amount
receivable hereunder, in each case, in respect of its Eurodollar Loans, then, in
any such case, the Company shall promptly pay such Lender, upon its demand, any
additional amounts necessary to compensate such Lender for such additional cost
or reduced amount receivable which such Lender deems to be material as
determined by such Lender with respect to such Eurodollar Loans. If a Lender
becomes entitled to claim any additional amounts pursuant to this subsection, it
shall promptly notify the Company, through the Administrative Agent, of the
event by reason of which it has become so entitled.

                                       25



        (b)    In the event that any Lender shall have determined that the
adoption of any law, rule or regulation regarding capital adequacy, or any
change therein or in the interpretation or application thereof or compliance by
such Lender or any corporation controlling such Lender with any request or
directive regarding capital adequacy (whether or not having the force of law)
from any central bank or Governmental Authority, does or shall have the effect
of reducing the rate of return on such Lender's or such corporation's capital as
a consequence of its obligations hereunder to a level below that which such
Lender or such corporation could have achieved but for such adoption, change or
compliance (taking into consideration such Lender's or such corporation's
policies with respect to capital adequacy) by an amount deemed by such Lender to
be material, then from time to time, within 15 days after demand by such Lender,
the Company shall pay to such Lender such additional amount as shall be
requested by such Lender as being required to compensate it for such reduction.

        (c)    A certificate as to any additional amounts payable pursuant to
this subsection submitted by such Lender (with a copy to the Administrative
Agent) to the Company shall be conclusive in the absence of manifest error. This
subsection 2.14 shall survive the termination of this Agreement and payment of
the Loans and all other amounts payable hereunder.

        2.15   Indemnity. The Company agrees to indemnify each Lender and to
hold such Lender harmless from any loss or expense which such Lender may sustain
or incur as a consequence of (a) default by the Company in payment of the
principal amount of or interest on any Eurodollar Loans of such Lender,
including, but not limited to, any such loss or expense arising from interest or
fees payable by such Lender to lenders of funds obtained by it in order to make
or maintain its Eurodollar Loans hereunder, (b) default by the Company in making
a borrowing after the Company has given a notice in accordance with subsection
2.1(d) or 2.2(b)(iv)(B), including, but not limited to, any such loss or expense
arising from interest or fees payable by such Lender to lenders of funds
obtained by it to make or maintain its Eurodollar Loans hereunder and (c)
default by the Company in making any prepayment after the Company has given a
notice in accordance with subsection 2.7 or (d) a prepayment, voluntary or
involuntary, of a Eurodollar Loan on a day which is not the last day of an
Interest Period with respect thereto, including, but not limited to, any such
loss or expense arising from interest or fees payable by such Lender to lenders
of funds obtained by it in order to maintain its Eurodollar Loans hereunder.
This subsection 2.15 shall survive termination of this Agreement and payment of
the Loans and all other amounts payable hereunder.

        2.16   Increase of Loan Commitments. The Company may from time to time,
by notice to the Administrative Agent (which shall promptly deliver a copy to
each of the Lenders), request that the Aggregate Loan Commitments be increased
by an amount that is not less than $50,000,000 and will not result in the
Aggregate Loan Commitments exceeding $750,000,000. Each such notice shall set
forth the requested amount of the increase in the Aggregate Loan Commitments and
the date on which such increase is to become effective (which shall be not fewer
than twenty days after the date of such notice), and shall offer each Lender the
opportunity to increase its Combined Loan Commitments by its ratable share,
based on the percentage (determined on the date of such notice) which such
Lender's Combined Loan Commitments constitutes of the Aggregate Loan
Commitments, of the requested increase in the aggregate amount of the Loan
Commitments. Each Lender shall, by notice to the Company and the Administrative
Agent given not more than ten Business Days after the date of the Company's
notice, either agree to increase its

                                       26



Combined Loan Commitments by all or a portion of the offered amount or decline
to increase its Combined Loan Commitments (and any Lender that does not deliver
such a notice within such period of ten Business Days shall be deemed to have
declined to increase its Combined Loan Commitments). In the event that, on the
tenth Business Day after the Company shall have delivered a notice pursuant to
the first sentence of this paragraph, the Lenders shall have agreed pursuant to
the preceding sentence to increase their respective Combined Loan Commitments by
an aggregate amount less than the increase in the Aggregate Loan Commitments
requested by the Company, the Company shall have the right to arrange for one or
more banks or other financial institutions (any such bank or other financial
institution being called an "Augmenting Lender"), which may include any Lender,
to extend Combined Loan Commitments or increase their existing Combined Loan
Commitments in an aggregate amount equal to the unsubscribed amount, provided
that each Augmenting Lender, if not already a Lender hereunder, shall be subject
to the approval of the Administrative Agent (which approval shall not be
unreasonably withheld or delayed) and shall execute all such documentation as
the Administrative Agent shall specify to evidence its status as a Lender
hereunder. If (and only if) Lenders (including Augmenting Lenders) shall have
agreed to increase their respective Combined Loan Commitments or to extend new
Combined Loan Commitments in an aggregate amount not less than $50,000,000, such
increases and such new Combined Loan Commitments shall become effective on the
date specified in the notice delivered by the Company pursuant to the first
sentence of this Section. Any increase in the Aggregate Loan Commitments
effected pursuant to this Section shall be allocated between this Agreement and
the Other Agreements as substantially ratably as possible based on the
respective amounts of the Loan Commitments and the Loan Commitments (as defined
therein) under the Other Agreements. If, on the effective date of any increase
in the Aggregate Loan Commitments pursuant to this Section, any Loans shall be
outstanding, the Company shall on such date prepay all such Loans, and, if it
wishes to reborrow all or a portion of such Loans so prepaid, such borrowing
shall be made in accordance with the terms and conditions of this Agreement from
the Lenders in accordance with their respective Loan Commitments after giving
effect to such increase.

        2.17   Extension of Termination Date. On or before the date which is 45
days (but no more than 60 days) prior to the then-existing Termination Date, the
Company may make a request to the Administrative Agent (which shall promptly
notify each Lender of its receipt of such request) on behalf of the Lenders for
an extension of the then-existing Termination Date to the date 364 days after
the then-existing Termination Date.

        (b)    In the case of each requested extension, each Lender shall
promptly (and in no case later than the date (the "Decision Date") 30 days prior
to the then-existing Termination Date) notify the Administrative Agent as to
whether or not in such Lender's sole discretion such Lender consents to such
extension. The Administrative Agent shall notify the Borrower on the Business
Day immediately following such Decision Date as to which Lenders shall have
consented to such request and which Lenders shall not have consented to such
request (any Lender not providing any notice to the Administrative Agent by the
Decision Date being deemed not to have consented to such request). The
then-existing Termination Date shall be extended only if (i) Lenders having Loan
Commitments aggregating at least 75% of the total Loan Commitments consent and
(ii) either (A) all non-consenting Lenders have been replaced by replacement
banks or other financial institutions in accordance with the provisions of
subsection 9.6 hereof such that the

                                       27



aggregate amount of Loan Commitments is not reduced or (B) in the event that not
all non-consenting Lenders have been replaced, the Company notifies the
Administrative Agent that it wishes to extend the then-existing Termination Date
notwithstanding the reduced amount of aggregate Loan Commitments and each
consenting Lender and each replacement bank or other financial institution in
its sole discretion consents to such extension after receiving notice of such
reduced amount of aggregate Loan Commitments; provided, that the Termination
Date shall be extended pursuant to this subsection 2.17 no more than twice. In
the event that the then-existing Termination Date is extended pursuant to clause
(ii)(B) of the preceding sentence, on the then-existing Termination Date the
Company shall pay to the Administrative Agent, for the benefit of each
non-consenting Lender that is not replaced with a replacement bank or other
financial institution, all amounts due with respect to such non-consenting
Lender.

        SECTION 3.  REPRESENTATIONS AND WARRANTIES

        To induce the Administrative Agent and the Lenders to enter into this
Agreement and to make the Loans herein provided for, the Company hereby
represents and warrants to the Administrative Agent and to each Lender that:

        3.1    Financial Condition. The consolidated balance sheets of the
Company and its consolidated Subsidiaries as at December 31, 2001 and December
31, 2002 and the related consolidated statements of income and stockholders'
equity and of cash flow for the fiscal years ended on such dates, reported on by
PricewaterhouseCoopers LLP, copies of which have heretofore been furnished to
each Lender, are complete and correct in all material respects and present
fairly the consolidated financial condition of the Company and its consolidated
Subsidiaries as at such date, and the consolidated results of their operations
and changes in financial position for the fiscal years then ended. The unaudited
consolidated balance sheet of the Company and its consolidated Subsidiaries as
at March 31, 2003 and the related unaudited consolidated statements of income
and cash flow for the three-month period ended on such date, copies of which
have heretofore been furnished to each Lender, are complete and correct in all
material respects and present fairly the consolidated financial condition of the
Company and its consolidated Subsidiaries as at such date, and the consolidated
results of their operations and cash flow for the three-month period then ended
(subject to normal year-end audit adjustments). All such financial statements,
including the related schedules and notes thereto, have been prepared in
accordance with GAAP applied consistently throughout the periods involved.
Neither the Company nor any of its consolidated Subsidiaries had on March 31,
2003 any material Guarantee Obligation, contingent liabilities or liability for
taxes, long-term lease or unusual forward or long-term commitment, which is not
reflected in the unaudited consolidated balance sheet as at March 31, 2003 or in
the notes thereto.

        3.2    No Change. Since December 31, 2002 there has been no material
adverse change in the business, operations, property or financial or other
condition of the Company and its Subsidiaries taken as a whole.

        3.3    Corporate Existence; Compliance with Law. Each of the Company and
its Subsidiaries (a) is duly organized, validly existing and in good standing
under the laws of the jurisdiction of its incorporation, (b) has the corporate
power and authority and the legal right to own and operate

                                       28



its property, to lease the property it operates as lessee and to conduct the
business in which it is currently engaged, (c) is duly qualified as a foreign
corporation and in good standing under the laws of each jurisdiction where its
ownership, lease or operation of property or the conduct of its business
requires such qualification and where the failure to be so qualified would have
a material adverse effect upon the business operations, property or financial or
other condition of the Company and its Subsidiaries taken as a whole and (d) is
in compliance with all Requirements of Law except to the extent that the failure
to comply therewith could not, in the aggregate, reasonably be expected to have
a material adverse effect on the business, operations, property or financial or
other condition of the Company and its Subsidiaries taken as a whole and could
not materially adversely affect the ability of the Company to perform its
obligations under this Agreement.

        3.4    Corporate Power; Authorization; Enforceable Obligations. The
Company has the corporate power and authority and the legal right to make,
deliver and perform this Agreement and any Note and to borrow hereunder and has
taken all necessary corporate action to authorize the borrowings on the terms
and conditions of this Agreement and to authorize the execution, delivery and
performance of this Agreement and any Note. No consent or authorization of,
filing with or other act by or in respect of any Governmental Authority is
required in connection with the borrowings hereunder or with the execution,
delivery, performance, validity or enforceability of this Agreement or any Note.
This Agreement has been, and any Note will be, duly executed and delivered on
behalf of the Company. This Agreement constitutes, and any Note when executed
and delivered will constitute, a legal, valid and binding obligation of the
Company enforceable against the Company in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditors' rights generally and by general equitable principles (whether
enforcement is sought by proceedings in equity or at law).

        3.5    No Legal Bar. The execution, delivery and performance of this
Agreement and any Note, the borrowings hereunder and the use of the proceeds
thereof, will not violate any Requirement of Law or any Contractual Obligation
of the Company or of any of its Subsidiaries, and will not result in, or
require, the creation or imposition of any Lien on any of its or their
respective properties or revenues pursuant to any Requirement of Law or
Contractual Obligation.

        3.6    No Material Litigation. No litigation, investigation or
proceeding of or before any arbitrator or Governmental Authority is pending or,
to the knowledge of the Company, threatened by or against the Company or any of
its Subsidiaries or against any of its or their respective properties or
revenues (a) with respect to this Agreement or any Note or any of the
transactions contemplated hereby or (b) except for the litigation with Cantor
Fitzgerald Securities and Market Data Corporation that is described in "Legal
Proceedings" and Note 3 to the financial statements included in the Company's
Form 10-Q report for the first quarter of 2003, which could reasonably be
expected to have a material adverse effect on the business, operations, property
or financial or other condition of the Company and its Subsidiaries taken as a
whole.

        3.7    No Default. Neither the Company nor any of its Subsidiaries is in
default in any material respect under or with respect to any Contractual
Obligation which could reasonably be expected to be materially

                                       29



adverse to the business, operations, property or financial or other condition of
the Company and its Subsidiaries taken as a whole or which could materially
adversely affect the ability of the Company or any Subsidiary to perform its
obligations under this Agreement and any Note. No Default or Event of Default
has occurred and is continuing.

        3.8    Ownership of Property; Liens. Each of the Company and its
Subsidiaries has good record and marketable title in fee simple to or valid
leasehold interests in all its real property which is material to the Company
and its Subsidiaries, and good title to all its other property which is material
to the Company and its Subsidiaries, and none of such property is subject to any
Lien of any nature whatsoever which is prohibited by subsection 6.1 hereof.

        3.9    No Burdensome Restrictions. No Contractual Obligation of the
Company or any of its Subsidiaries and no Requirement of Law materially
adversely affects, or insofar as the Company may reasonably foresee may so
affect, the business, operations, property or financial or other condition of
the Company and its Subsidiaries taken as a whole.

        3.10   Taxes. Each of the Company and its Subsidiaries has filed or
caused to be filed all material tax returns which to the reasonable knowledge of
the Company are required to be filed and has paid all taxes shown to be due and
payable on said returns or on any assessment made against it or any of its
property and all other taxes, fees or other charges imposed on it or any of its
property by any Governmental Authority (other than those the amount or validity
of which is currently being contested in good faith by appropriate proceedings
and with respect to which reserves in conformity with GAAP have been provided on
the books of the Company or its Subsidiaries, as the case may be, or which are
otherwise individually or in the aggregate not material); and no tax liens have
been filed and, to the reasonable knowledge of the Company, no claims are being
asserted with respect to any such taxes, fees or other charges.

        3.11   Federal Regulations. No part of the proceeds of any Loans
hereunder will be used for the purpose, whether immediate, incidental, or
ultimate, of purchasing any Margin Stock of any corporation or carrying any
Margin Stock of any corporation, or for any purpose which violates Regulation U
of the Board of Governors of the Federal Reserve System, or which would be
inconsistent with or violate, the provisions of any of the Regulations of such
Board of Governors. If requested by any Lender or the Administrative Agent, the
Company will furnish to the Administrative Agent and each Lender a statement to
the foregoing effect in conformity with the requirements of FR Form U-1 referred
to in said Regulation U.

        3.12   ERISA. None of the Company, any of its Subsidiaries or any
Commonly Controlled Entity has incurred any material liability related to the
withdrawal from any Multiemployer Plan or the termination of any Single Employer
Plan. The withdrawal by the Company or any of its Subsidiaries or any Commonly
Controlled Entity from all Multiemployer Plans in which they participate would
not have a material adverse effect on the business, operations, property or
financial or other condition of the Company and its Subsidiaries taken as a
whole. The Company has not been notified that any Multiemployer Plan to which
the Company, any of its Subsidiaries or any Commonly Controlled Entity
contributes is either in Reorganization or Insolvent. All Single Employer Plans
maintained by the Company, any of its Subsidiaries or any Commonly Controlled
Entity are in material compliance with all applicable Requirements of Law. The
sum of the present value of all accrued benefits vested under all Single
Employer Plans maintained by

                                       30



the Company or any of its Subsidiaries or any Commonly Controlled Entity (based
on assumptions used to fund such Plans) did not, as of December 31, 2002, exceed
the value of the assets of such Plans allocable to such vested benefits.

        3.13   Investment Company Act. The Company is not an "investment
company," or a company "controlled" by an "investment company," within the
meaning of the Investment Company Act of 1940, as amended.

        3.14   Subsidiaries. All of the Subsidiaries of the Company that would
be required to be disclosed pursuant to Item 601(b)(21) of Regulation S-K at the
date hereof are set forth on Schedule 3.14.

        3.15   Purpose of Loans. The proceeds of the Loans shall be used by the
Company for general corporate purposes.

        SECTION 4.  CONDITIONS PRECEDENT

        4.1    Conditions to Effectiveness. The obligation of each Lender to
make an initial Loan hereunder is subject to the satisfaction of the following
conditions precedent:

        (a)    Legal Opinion. The Administrative Agent shall have received, with
a counterpart for each Lender, an opinion of Peter G. Skinner, Executive Vice
President, General Counsel and Secretary of the Company, dated the Closing Date
and addressed to the Administrative Agent and the Lenders, substantially in the
form of Exhibit F. Such opinion shall also cover such other matters incident to
the transactions contemplated by this Agreement as the Administrative Agent or
any Lender shall reasonably require.

        (b)    Officer's Certificate. The Administrative Agent shall have
received, with a counterpart for each Lender, an Officer's Certificate of the
Company dated the Closing Date, substantially in the form of Exhibit G, with
appropriate insertions and attachments, satisfactory in form and substance to
the Administrative Agent and its counsel, executed by the President or Vice
President and the Secretary or Assistant Secretary of the Company.

        (c)    Secretary's Certificate. The Administrative Agent shall have
received, with a counterpart for each Lender, a certificate of the Secretary or
Assistant Secretary of the Company dated the Closing Date, substantially in the
form of Exhibit H, with appropriate insertions and attachments, satisfactory in
form and substance to the Administrative Agent and its counsel.

        (d)    Compliance. Each of the Lenders shall have determined that the
making of such Loan and the use of the proceeds thereof will not violate any
Regulation of the Board of Governors of the Federal Reserve System, and each
Lender shall have received such documents and information (including without
limitation, a duly completed and signed Form U-1) as such Lenders shall require
to make such determination.

        (e)    Existing Credit Agreement. All principal, interest and fees under
the Existing Credit Agreement through the Closing Date shall have been paid, and
all commitments to lend thereunder shall have been terminated.

                                       31



        (f)    Fees. All fees payable to the Administrative Agent or any Lender
on the Closing Date shall have been paid.

        (g)    Additional Matters. All other documents and legal matters in
connection with the transactions contemplated by this Agreement shall be
satisfactory in form and substance to the Administrative Agent and the Lenders
and their counsel.

        4.2    Conditions to All Loans. The obligation of each Lender to make
any Loan (including the initial Loan to be made by it hereunder) to be made by
it hereunder is subject to the satisfaction of the following conditions
precedent on the relevant Borrowing Date:

        (a)    Representations and Warranties. The representations and
warranties made by the Company herein or which are contained in any certificate,
document or financial or other statement furnished at any time under or in
connection herewith (except the representation and warranty set forth in
subsection 3.2 and except, in the case of a Refunding Borrowing, the
representations and warranties set forth in subsections 3.2, 3.5, 3.6, 3.7, 3.8,
3.9, 3.10, 3.12 and 3.14) shall be correct on and as of the Borrowing Date as if
made on and as of such date.

        (b)    No Default or Event of Default. In the case of a Refunding
Borrowing, no Event of Default shall have occurred and be continuing on the date
of such Loan after giving effect to the Loans to be made on such date, and, in
the case of any other Loan, no Default or Event of Default shall have occurred
and be continuing on such date or after giving effect to the Loan to be made on
such Borrowing Date.

        (c)    Additional Conditions to Competitive Loans. If such Loan is made
pursuant to subsection 2.2, all conditions set forth in such subsection shall
have been satisfied.

Each borrowing by the Company hereunder shall constitute a representation and
warranty by the Company as of the date of such borrowing that the conditions in
clauses (a), (b) and (c) of this subsection have been satisfied.

        SECTION 5.  AFFIRMATIVE COVENANTS

        The Company hereby agrees that, so long as the Loan Commitments remain
in effect, any Loan remains outstanding and unpaid or any other amount is owing
to any Lender or the Administrative Agent hereunder, the Company shall and, in
the case of the agreements set forth in subsections 5.3, 5.4, 5.5 and 5.6, shall
cause each of its Subsidiaries to:

        5.1    Financial Statements. Furnish to each Lender:

        (a)    as soon as available, but in any event within 90 days after the
end of each fiscal year of the Company, a copy of the consolidated balance sheet
of the Company and its consolidated Subsidiaries as at the end of such year and
the related consolidated statements of income and stockholders' equity and of
cash flow for such year, setting forth in each case in comparative form the
figures for the previous year, reported on without a "going concern" or like
qualification or exception, or qualification arising out of the scope of the
audit, by independent certified public accountants of nationally recognized
standing; and

                                       32



        (b)    as soon as available, but in any event not later than 60 days
after the end of each of the first three quarterly periods of each fiscal year
of the Company, the unaudited consolidated balance sheet of the Company and its
consolidated Subsidiaries as at the end of each such quarter and the related
unaudited consolidated statements of income and cash flow of the Company and its
consolidated Subsidiaries for such quarterly period setting forth in each case
in comparative form the figures for the comparable quarter of the previous year
in the case of the consolidated statements of income and the end of the
immediately preceding fiscal year in the case of the consolidated balance sheet,
certified by the chief financial officer of the Company (subject to normal
year-end audit adjustments); all such financial statements to be complete and
correct in all material respects and to be prepared in reasonable detail and in
accordance with GAAP applied consistently throughout the periods reflected
therein (except as approved by such accountants or officer, as the case may be,
and disclosed therein).

        5.2    Certificates; Other Information. Furnish to each Lender:

        (a)    concurrently with the delivery of the financial statements
referred to in subsection 5.1(a) above, a certificate of the independent
certified public accountants reporting on such financial statements stating that
in making the examination necessary therefor no knowledge was obtained of any
Default or Event of Default, except as specified in such certificate;

        (b)    concurrently with the delivery of the financial statements
referred to in subsections 5.1(a) and (b) above, a certificate of a Responsible
Officer (i) stating that, to the best of such officer's knowledge, the Company
during such period has observed or performed all of its covenants and other
agreements, and satisfied every condition, contained in this Agreement and in
any Note to be observed, performed or satisfied by it, and that such officer has
obtained no knowledge of any Default or Event of Default except as specified in
such certificate, and (ii) showing in detail the calculations supporting such
statement in respect of subsections 6.3 and 6.4;

        (c)    within five days after the same are sent, copies of all financial
statements and reports which the Company sends to its stockholders, and within
five days after the same are filed, copies of all financial statements and
reports which the Company may make to, or file with, the Securities and Exchange
Commission or any successor or analogous Governmental Authority; and

        (d)    promptly, such additional financial and other information as any
Lender may from time to time reasonably request.

        5.3    Payment of Obligations. Pay, discharge or otherwise satisfy at or
before maturity or before they become delinquent, as the case may be, all its
obligations of whatever nature, except when the amount or validity thereof is
currently being contested in good faith by appropriate proceedings and reserves
in conformity with GAAP with respect thereto have been provided on the books of
the Company or its Subsidiaries, as the case may be.

                                       33



        5.4    Conduct of Business and Maintenance of Existence. Continue to
engage in business of the same general type as now conducted by it and preserve,
renew and keep in full force and effect its corporate existence and take all
reasonable action to maintain all rights, privileges and franchises necessary or
desirable in the normal conduct of its business except as otherwise permitted
pursuant to subsection 6.2; comply with all Contractual Obligations and
Requirements of Law except to the extent that failure to comply therewith could
not, in the aggregate, reasonably be expected to have a material adverse effect
on the business, operations, property or financial or other condition of the
Company and its Subsidiaries taken as a whole.

        5.5    Maintenance of Property; Insurance. Keep all property useful and
necessary in its business in good working order and condition; maintain with
financially sound and reputable insurance companies insurance on all its
property in at least such amounts and against at least such risks as are usually
insured against in the same general area by companies engaged in the same or a
similar business; and furnish to each Lender, upon written request, full
information as to the insurance carried.

        5.6    Inspection of Property; Books and Records; Discussions. Keep
proper books of records and account in which full, true and correct entries in
conformity with GAAP and all Requirements of Law shall be made of all dealings
and transactions in relation to its business and activities; and permit
representatives of any Lender to visit and inspect any of its properties and
examine and make abstracts from any of its books and records at any reasonable
time and as often as may reasonably be desired, and to discuss the business,
operations, properties and financial and other conditions of the Company and its
Subsidiaries with officers and employees of the Company and its Subsidiaries and
with its independent certified public accountants.

        5.7    Notices. Promptly give notice to the Administrative Agent and
each Lender:

        (a)    of the occurrence of any Default or Event of Default;

        (b)    of any default or event of default under any material Contractual
Obligation of the Company or any of its Subsidiaries;

        (c)    of any litigation, investigation or proceeding which may exist at
any time between the Company or any of its Subsidiaries and any Governmental
Authority, which in either case, if not cured or if adversely determined, as the
case may be, would have a material adverse effect on the business, operations,
property or financial or other condition of the Company and its Subsidiaries
taken as a whole;

        (d)    of any litigation or proceeding affecting the Company or any of
its Subsidiaries in which (i) the amount involved is $50,000,000 or more and not
covered by insurance or (ii) injunctive or similar relief is sought which if
adversely determined would have a material adverse effect on the business,
operations, property or financial or other condition of the Company and its
Subsidiaries taken as a whole;

        (e)    of the following events, as soon as possible and in any event
within 30 days after the Company knows or has reason to know thereof: (i) the
occurrence or expected occurrence of any Reportable Event with respect to any
Plan, or (ii) the institution of proceedings or the taking or expected taking of
any other action by PBGC or the Company or any Commonly Controlled

                                       34



Entity to terminate or withdraw or partially withdraw from any Plan and, with
respect to a Multiemployer Plan, the Reorganization (as defined in Section 4241
of ERISA) or Insolvency (as defined in Section 4245 of ERISA) of such Plan and
in addition to such notice, deliver to the Administrative Agent and each Lender
whichever of the following may be applicable: (A) a certificate of a Responsible
Officer setting forth details as to such Reportable Event and the action that
the Company or Commonly Controlled Entity proposes to take with respect thereto,
together with a copy of any notice of such Reportable Event that may be required
to be filed with PBGC, or (B) any notice delivered by PBGC evidencing its intent
to institute such proceedings or any notice to PBGC that such Plan is to be
terminated, as the case may be; and

        (f)    of a material adverse change in the business, operations,
property or financial or other condition of the Company and its Subsidiaries
taken as a whole.

Each notice pursuant to this subsection shall be accompanied by a statement of a
Responsible Officer setting forth details of the occurrence referred to therein
and stating what action the Company proposes to take with respect thereto. For
all purposes of clause (e) of this subsection, the Company shall be deemed to
have all knowledge or knowledge of all facts attributable to the administrator
of such Plan.

        SECTION 6.  NEGATIVE COVENANTS

        The Company hereby agrees that, so long as the Loan Commitments remain
in effect, any Loan remains outstanding and unpaid or any other amount is owing
to any Lender or the Administrative Agent hereunder, the Company shall not, nor
in the case of the agreements set forth in subsections 6.1 or 6.2 shall it
permit any of its Subsidiaries to, directly or indirectly:

        6.1    Limitation on Liens. Create, incur, assume or suffer to exist any
Lien upon any of its properties or assets, whether now owned or hereafter
acquired, except:

        (a)    Liens existing on the date hereof which are described in Schedule
6.1 hereto;

        (b)    Liens created in favor of the Administrative Agent, for the
ratable benefit of the Lenders;

        (c)    Liens for taxes or assessments either (i) not yet delinquent or
(ii) the validity of which is being contested in good faith and as to which any
reserves required by GAAP have been set aside;

        (d)    deposits or pledges to secure the payment of workmen's
compensation, unemployment insurance or other social security benefits or
obligations, or to secure the performance of bids, trade contracts, leases,
public or statutory obligations, surety or appeal bonds or other obligations of
a like nature incurred in the ordinary course of business;

        (e)    materialmen's, mechanics', workmen's, repairmen's, employees', or
other like Liens either (i) arising in the ordinary course of business and
securing obligations not more than 90 days overdue or (ii) being contested in
good faith and as to which any reserves required by GAAP have been set aside or
as to which adequate bonds have been obtained;

                                       35



        (f)    minor defects, easements, exceptions, reservations and
irregularities in the title to real property which do not, in the aggregate,
materially impair the use of such property for the purposes for which it is or
may reasonably be expected to be held;

        (g)    Liens on assets, each of which Liens (i) existed on such assets
before the time of their acquisition by the Company or such Subsidiary, or (ii)
existed on such assets of any Subsidiary before the time it became a Subsidiary,
or (iii) was created solely for the purpose of securing, and was created
substantially contemporaneously with the incurring of, Indebtedness
representing, or incurred to finance, the cost of such assets; provided that,
with respect to Liens referred to in clause (iii), (A) such Liens shall at all
times be confined to the assets so acquired and improvements, alterations,
replacements and modifications thereto and (B) the principal amount of the
Indebtedness secured by such Liens shall in no case exceed 100% of the lesser of
the cost or the fair market value of the assets subject thereto at the time of
acquisition thereof, and provided, further that with respect to each Lien
referred to in this paragraph (g), any extension, renewal or replacement thereof
shall be permitted only to the extent that the principal amount of Indebtedness
secured thereby shall not exceed the principal amount of Indebtedness so secured
at the time of such extension, renewal or replacement; and

        (h)    Liens not otherwise permitted by this subsection 6.1 so long as
neither (i) the aggregate outstanding principal amount of the obligations
secured thereby nor (ii) the aggregate fair market value (determined as of the
date such Lien is incurred) of the assets subject thereto exceeds (as to the
Company and all Subsidiaries) 5% of Consolidated Total Assets at any time.

        6.2    Limitation on Mergers and Sales of Assets. Consolidate or merge
with or into, or sell, convey, transfer or lease in a single transaction or in a
series of related transactions any substantial part of the assets of the Company
and its consolidated Subsidiaries taken as a whole to, any other Person, except
(i) any such consolidation, merger, sale, conveyance, transfer or lease when the
only parties to such transaction or series of transactions are one of its
Subsidiaries and one or more of its other Subsidiaries, (ii) any such sale,
conveyance, transfer or lease to the Company by one or more of its Subsidiaries
and (iii) the merger or consolidation of the Company with another corporation,
provided that the Company is the surviving corporation and that, after giving
effect to such consolidation or merger, no Default or Event of Default has
occurred and is continuing.

        (b)    Convey, transfer or lease, or sell and lease-back, any
significant fixed asset used or useable in its business or the shares of the
capital stock of any Subsidiary, except (i) to the Company by any of its
Subsidiaries or to any of the Company's Subsidiaries by one or more of its other
Subsidiaries, (ii) for a sale or conveyance of such a fixed asset in connection
with the replacement thereof or in the ordinary course of business or (iii) if
such conveyance, transfer, lease or sale is for fair value as determined by the
Board of Directors or any executive officer of the Company and not materially
adverse to the Lenders.

        6.3    Maintenance of Ratio of Consolidated Total Indebtedness to
Annualized Consolidated Cash Flow. Permit the ratio of Consolidated Total
Indebtedness to Annualized Consolidated Cash Flow as at the last day of any
fiscal quarter of the Company to exceed 2.50 to 1.00.

                                       36



        6.4    Maintenance of Ratio of Annualized Consolidated Cash Flow to
Annualized Consolidated Interest Expense. Permit the ratio of (a) Annualized
Consolidated Cash Flow as at the end of any fiscal quarter of the Company to (b)
Annualized Consolidated Interest Expense as at the end of such fiscal quarter,
to be less than 2.0 to 1.

        SECTION 7.  EVENTS OF DEFAULT

        Upon the occurrence of any of the following events:

        (a)    The Company shall fail to pay (i) any principal of any Loan when
due in accordance with the terms thereof or (ii) any interest on any Loan, or
any other amount payable hereunder, within five days after any such interest or
other amount becomes due in accordance with the terms thereof or hereof; or

        (b)    Any representation or warranty made or deemed made by the Company
herein or which is contained in any certificate, document or financial or other
statement furnished at any time under or in connection with this Agreement shall
prove to have been incorrect in any material respect on or as of the date made
or deemed made; or

        (c)    The Company shall default in the observance or performance of any
agreement contained in Section 6; or

        (d)    The Company shall default in any material respect in the
observance or performance of any other agreement contained in this Agreement,
and such default shall continue unremedied for a period of 30 days; or

        (e)    The Company or any of its Subsidiaries shall (i) default in any
payment of principal of or interest on any Indebtedness for more than $2,000,000
(other than the Loans) or in the payment of any Guarantee Obligation in excess
of $2,000,000 beyond the period of grace (not to exceed 30 days), if any,
provided in the instrument or agreement under which such Indebtedness or
Guarantee Obligation was created; or (ii) default in the observance or
performance of any other agreement or condition relating to any such
Indebtedness or Guarantee Obligation or contained in any instrument or agreement
evidencing, securing or relating thereto, or any other event shall occur or
condition exist, if such default or other event or condition causes, or permits
the holder or holders of such Indebtedness or beneficiary or beneficiaries of
such Guarantee Obligation (or a trustee or agent on behalf of such holder or
holders or beneficiary or beneficiaries) to cause, with the giving of notice if
required, such Indebtedness to become due prior to its stated maturity or such
Guarantee Obligation to become payable; or

        (f)    (i) The Company or any of its Subsidiaries shall commence any
case, proceeding or other action (A) under any existing or future law of any
jurisdiction, domestic or foreign, relating to bankruptcy, insolvency,
reorganization or relief of debtors, seeking to have an order for relief entered
with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or
seeking reorganization, arrangement, adjustment, winding-up, liquidation,
dissolution, composition or other relief with respect to it or its debts, or (B)
seeking appointment of a receiver, trustee, custodian or other similar official
for it or for all or any substantial part of its assets, or the Company or any
of its Subsidiaries shall make a general

                                       37



assignment for the benefit of its creditors; or (ii) there shall be commenced
against the Company or any of its Subsidiaries any case, proceeding or other
action of a nature referred to in clause (i) above which (A) results in the
entry of an order for relief or any such adjudication or appointment or (B)
remains undismissed, undischarged or unbonded for a period of 60 days; or (iii)
there shall be commenced against the Company or any of its Subsidiaries any
case, proceeding or other action seeking issuance of a warrant of attachment,
execution, distraint or similar process against all or any substantial part of
its assets which results in the entry of an order for any such relief which
shall not have been vacated, discharged, or stayed or bonded pending appeal
within 60 days from the entry thereof; or (iv) the Company or any of its
Subsidiaries shall take any action in furtherance of, or indicating its consent
to, approval of, or acquiescence in, any of the acts set forth in clause (i),
(ii), or (iii) above; or (v) the Company or any of its Subsidiaries shall
generally not, or shall be unable to, or shall admit in writing its inability
to, pay its debts as they become due; or

        (g)    (i) Any Person shall engage in any "prohibited transaction" (as
defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan,
(ii) any "accumulated funding deficiency" (as defined in Section 302 of ERISA),
whether or not waived, shall exist with respect to any Plan, (iii) a Reportable
Event shall occur with respect to, or proceedings shall commence to have a
trustee appointed, or a trustee shall be appointed, to administer or to
terminate, any Single Employer Plan, which Reportable Event or institution of
proceedings or appointment of a trustee is, in the reasonable opinion of the
Required Lenders, likely to result in the termination of such Plan for purposes
of Title IV of ERISA, and, in the case of a Reportable Event, the continuance of
such Reportable Event unremedied for ten days after notice of such Reportable
Event pursuant to Section 4043(a), (c) or (d) of ERISA is given and, in the case
of the institution of proceedings, the continuance of such proceedings for ten
days after commencement thereof, (iv) any Single Employer Plan shall terminate
for purposes of Title IV of ERISA, (v) any of the Company, any of its
Subsidiaries or any commonly controlled entity shall incur material liability
relating to the withdrawal from any Multiemployer Plan or the termination of any
Single Employer Plan or (vi) any other event or condition shall occur or exist,
with respect to a Single Employer Plan; provided, that in the case of each of
clauses (i) through (vi) above, such event or condition, together with all other
such events or conditions, if any, could subject the Company or any of its
Subsidiaries to any tax, penalty or other liabilities that in the aggregate
would be material in relation to the business, operations, property or financial
or other condition of the Company and its Subsidiaries taken as a whole; or

        (h)    One or more judgments or decrees shall be entered against the
Company or any of its Subsidiaries involving in the aggregate a liability (to
the extent not paid or covered by insurance) of $50,000,000 or more and all such
judgments or decrees shall not have been vacated, discharged, stayed or bonded
pending appeal within 90 days from the entry thereof; or

        (i)    (i) any "person" or "group" (as such terms are used in Sections
13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act")), other than members of the Bancroft family or any trusts for
their benefit, shall become, or obtain rights (whether by means or warrants,
options or otherwise) to become, the "beneficial owner" (as defined in Rules
13(d)-3 and 13(d)-5 under the Exchange Act), directly or indirectly, of shares
of Capital Stock representing more than 35% of the total voting power of the
Company, or (ii) the board of directors of the

                                       38



Company shall cease to consist of a majority of Continuing Directors; then, and
in any such event, (A) if such event is an Event of Default specified in clause
(i) or (ii) of paragraph (f) above, automatically the Loan Commitments shall
immediately terminate and the Loans hereunder (with accrued interest thereon)
and all other amounts owing under this Agreement and any Note shall immediately
become due and payable, and (B) if such event is any other Event of Default,
either or both of the following actions may be taken: (i) with the consent of
the Required Lenders, the Administrative Agent may, or upon the request of the
Required Lenders, the Administrative Agent shall, by notice to the Company
declare the Loan Commitments to be terminated forthwith, whereupon the Loan
Commitments shall immediately terminate; and (ii) with the consent of the
Required Lenders, the Administrative Agent may, or upon the request of the
Required Lenders, the Administrative Agent shall, by notice of default to the
Company, declare the Loans hereunder (with accrued interest thereon) and all
other amounts owing under this Agreement and any Note to be due and payable
forthwith, whereupon the same shall immediately become due and payable. Except
as expressly provided above in this Section, presentment, demand, protest and
all other notices of any kind are hereby expressly waived.

        SECTION 8.  THE ADMINISTRATIVE AGENT

        8.1    Appointment. The Lenders from time to time party to this Credit
Agreement, whether as original signatories or as Purchasing Lenders pursuant to
subsection 9.6, hereby irrevocably designate and appoint JPMorgan Chase Bank as
the Administrative Agent of such Lender under this Agreement, and each such
Lender irrevocably authorizes JPMorgan Chase Bank, as the Administrative Agent
for such Lender, to take such action on its behalf under the provisions of this
Agreement and to exercise such powers and perform such duties as are expressly
delegated to the Administrative Agent by the terms of this Agreement, together
with such other powers as are reasonably incidental thereto. Notwithstanding any
provision to the contrary elsewhere in this Agreement, the Administrative Agent
shall not have any duties or responsibilities, except those expressly set forth
herein, or any fiduciary relationship with any Lender, and no implied covenants,
functions, responsibilities, duties, obligations or liabilities shall be read
into this Agreement or otherwise exist against the Administrative Agent.

        8.2    Delegation of Duties. The Administrative Agent may execute any of
its duties under this Agreement by or through agents or attorneys-in- fact and
shall be entitled to advice of counsel concerning all matters pertaining to such
duties. The Administrative Agent shall not be responsible for the negligence or
misconduct of any agents or attorneys-in- fact selected by it with reasonable
care.

        8.3    Exculpatory Provisions. Neither the Administrative Agent nor any
of its officers, directors, employees, agents, attorneys-in-fact or Affiliates
shall be (i) liable for any action lawfully taken or omitted to be taken by it
or such Person under or in connection with this Agreement (except for its or
such Person's own gross negligence or willful misconduct), or (ii) responsible
in any manner to any of the Lenders for any recitals, statements,
representations or warranties made by the Company or any officer thereof
contained in this Agreement or in any certificate, report, statement or other
document referred to or provided for in, or received by the Administrative Agent
under or in connection with, this Agreement or for the value, validity,
effectiveness, genuineness, enforceability or sufficiency of this Agreement or
any Note or for any failure of the Company to perform its obligations hereunder.
The Administrative Agent shall not be under any obligation to any Lender to

                                       39



ascertain or to inquire as to the observance or performance of any of the
agreements contained in, or conditions of, this Agreement, or to inspect the
properties, books or records of the Company.

        8.4    Reliance by Administrative Agent. The Administrative Agent shall
be entitled to rely, and shall be fully protected in relying, upon any Note,
writing, resolution, notice, consent, certificate, affidavit, letter, cablegram,
telegram, telecopy, telex or teletype message, statement, order or other
document or conversation believed by it to be genuine and correct and to have
been signed, sent or made by the proper Person or Persons and upon advice and
statements of legal counsel (including, without limitation, counsel to the
Company), independent accountants and other experts selected by the
Administrative Agent. The Administrative Agent may deem and treat the payee of
any Note as the owner thereof for all purposes unless a written notice of
assignment, negotiation or transfer thereof shall have been filed with the
Administrative Agent. The Administrative Agent shall be fully justified in
failing or refusing to take any action under this Agreement unless it shall
first receive such advice or concurrence of the Required Lenders as it deems
appropriate or it shall first be indemnified to its satisfaction by the Lenders
against any and all liability and expense which may be incurred by it by reason
of taking or continuing to take any such action. The Administrative Agent shall
in all cases be fully protected in acting, or in refraining from acting, under
this Agreement and any Note in accordance with a request of the Required
Lenders, or all the Lenders where unanimity is required pursuant to subsection
9.1, and such request and any action taken or failure to act pursuant thereto
shall be binding upon all the Lenders and all future holders of the Loans.

        8.5    Notice of Default. The Administrative Agent shall not be deemed
to have knowledge or notice of the occurrence of any Default or Event of Default
hereunder unless the Administrative Agent has received notice from a Lender or
the Company referring to this Agreement, describing such Default or Event of
Default and stating that such notice is a "notice of default." In the event that
the Administrative Agent receives such a notice, the Administrative Agent shall
give notice thereof to the Lenders. The Administrative Agent shall take such
action with respect to such Default or Event of Default as shall be reasonably
directed by the Required Lenders, or all the Lenders where unanimity is required
pursuant to subsection 9.1; provided that unless and until the Administrative
Agent shall have received such directions, the Administrative Agent may (but
shall not be obligated to) take such action, or refrain from taking such action,
with respect to such Default or Event of Default as it shall deem advisable in
the best interests of the Lenders.

        8.6    Non-Reliance on Administrative Agent, Other Lenders. Each Lender
expressly acknowledges that neither the Administrative Agent nor any of its
officers, directors, employees, agents, attorneys-in-fact or Affiliates has made
any representations or warranties to it and that no act by the Administrative
Agent hereinafter taken, including any review of the affairs of the Company,
shall be deemed to constitute any representation or warranty by the
Administrative Agent to any Lender. Each Lender represents to the Administrative
Agent that it has, independently and without reliance upon the Administrative
Agent or any other Lender, and based on such documents and information as it has
deemed appropriate, made its own appraisal of and investigation into the
business, operations, property, financial and other condition and
creditworthiness of the Company and made its own decision to make its Loans
hereunder and enter into this Agreement. Each Lender also represents that it
will, independently and without reliance upon the Administrative Agent or any
other Lender, and based on such documents and information as it shall deem
appropriate at the time, continue

                                       40



to make its own credit analysis, appraisals and decisions in taking or not
taking action under this Agreement, and to make such investigation as it deems
necessary to inform itself as to the business, operations, property, financial
and other condition and creditworthiness of the Company. Except for notices,
reports and other documents expressly required to be furnished to the Lenders by
the Administrative Agent hereunder, the Administrative Agent shall not have any
duty or responsibility to provide any Lender with any credit or other
information concerning the business, operations, property, financial and other
condition or creditworthiness of the Company which may come into the possession
of the Administrative Agent or any of its officers, directors, employees,
agents, attorneys-in-fact or Affiliates.

        8.7    Indemnification. The Lenders agree to indemnify the
Administrative Agent in its capacity as such (to the extent not reimbursed by
the Company and without limiting the obligation of the Company to do so),
ratably according to the respective amounts of their original Loan Commitments,
from and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind whatsoever which may at any time (including without limitation at any time
following the payment of the Loans) be imposed on, incurred by or asserted
against the Administrative Agent in any way relating to or arising out of this
Agreement, or any documents contemplated by or referred to herein or the
transactions contemplated hereby or any action taken or omitted by the
Administrative Agent under or in connection with any of the foregoing; provided
that no Lender shall be liable for the payment of any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements resulting solely from the Administrative
Agent's gross negligence or willful misconduct. The agreements in this
subsection shall survive the payment of the Loans and all other amounts payable
hereunder.

        8.8    Administrative Agent in Its Individual Capacity. The
Administrative Agent and its Affiliates may make loans to, accept deposits from
and generally engage in any kind of business with the Company as though the
Administrative Agent were not the Administrative Agent hereunder. With respect
to its Loans made or renewed by it and any Note issued to it, the Administrative
Agent shall have the same rights and powers under this Agreement as any Lender
and may exercise the same as though it were not the Administrative Agent, and
the terms "Lender" and "Lenders" shall include the Administrative Agent in its
individual capacity.

        8.9    Successor Administrative Agent. The Administrative Agent may
resign as Administrative Agent upon 10 days' notice to the Lenders. If the
Administrative Agent shall resign as Administrative Agent under this Agreement,
then the Required Lenders shall appoint from among the Lenders a successor agent
for the Lenders which successor agent shall be approved by the Company,
whereupon such successor agent shall succeed to the rights, powers and duties of
the Administrative Agent, and the term "Administrative Agent" shall mean such
successor agent effective upon its appointment, and the former Administrative
Agent's rights, powers and duties as Administrative Agent shall be terminated,
without any other or further act or deed on the part of such former
Administrative Agent or any of the parties to this Agreement or any holders of
the Loans. After any retiring Administrative Agent's resignation hereunder as
Administrative Agent, the provisions of this subsection 8.9 shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was
Administrative Agent under this Agreement.

                                       41



        8.10   Documentation Agent and Syndication Agent. Neither the
Documentation Agent nor the Syndication Agent shall have any duties or
responsibilities hereunder in its capacity as such.

        SECTION 9.  MISCELLANEOUS

        9.1    Amendments and Waivers. With the written consent of the Required
Lenders, the Administrative Agent and the Company may, from time to time, enter
into written amendments, supplements or modifications hereto for the purpose of
adding any provisions to this Agreement or any Note or changing in any manner
the rights of the Lenders or of the Company hereunder or thereunder or waiving,
on such terms and conditions as the Administrative Agent may specify in such
instrument, any of the requirements of this Agreement or any Note or any Default
or Event of Default and its consequences; provided, however, that (i) such
amendments, supplements or modifications may only be made pursuant to this
subsection 9.1 and (ii) no such waiver and no such amendment, supplement or
modification shall (a) extend the maturity of any Loan (except in connection
with an extension of the Termination Date in accordance with subsection 2.17),
or reduce the rate or extend the time of payment of interest thereon, or reduce
any fee payable to the Lenders hereunder, or reduce the principal amount of any
Loan, or increase the amount or extend the expiration date of any Lender's Loan
Commitment or amend, modify or waive any provision of this subsection or reduce
the percentage specified in the definition of Required Lenders, or consent to
the assignment or transfer by the Company of any of its rights and obligations
under this Agreement, in each case without the written consent of each Lender
affected thereby, (b) amend, modify or waive any provision of Section 8 without
the written consent of the then Administrative Agent or (c) amend subsection
2.17 without the written consent of all the Lenders. Any such waiver and any
such amendment, supplement or modification shall apply equally to each of the
Lenders and shall be binding upon the Company, the Lenders, the Administrative
Agent and all future holders of the Loans. In the case of any waiver, the
Company, the Lenders and the Administrative Agent shall be restored to their
former position and rights hereunder and under any Notes, and any Default or
Event of Default waived shall be deemed to be cured and not continuing; but no
such waiver shall extend to any subsequent or other Default or Event of Default,
or impair any right consequent thereon.

        9.2    Notices. All notices, requests and demands to or upon the
respective parties hereto to be effective shall be in writing, including by
telecopy, and, unless otherwise expressly provided herein, shall be deemed to
have been duly given or made when delivered by hand, or when deposited in the
mail, postage prepaid, or, in the case of telecopy notice, when received,
addressed as follows in the case of the Company and the Administrative Agent,
and as set forth in Schedule 9.2 in the case of the other parties hereto, or to
such other address as may be hereafter notified by the respective parties hereto
and any future holders of the Loans:

The Company:            Dow Jones & Company, Inc.
                        200 Liberty Street
                        New York, New York 10281
                        Attention: Thomas W. McGuirl
                        Facsimile: 609-520-5180

                                       42



The Administrative Agent:             JPMorgan Chase Bank
                                      Agent Bank Services Group
                                      1111 Fannin Street
                                      10th Floor
                                      Houston, Texas 77002
                                      Attention: Douglas Havel
                                      Facsimile: 713-750-2878

with copy to:                         JPMorgan Chase Bank
                                      270 Park Avenue
                                      New York, New York 10017
                                      Attention: Peter Thauer
                                      Facsimile: 212-270-4164

provided that any notice, request or demand to or upon the Administrative Agent
or the Lenders pursuant to subsections 2.1(d), 2.2, 2.5 and 2.7 shall not be
effective until received.

        9.3    No Waiver; Cumulative Remedies. No failure to exercise and no
delay in exercising, on the part of the Administrative Agent or any Lender, any
right, remedy, power or privilege hereunder shall operate as a waiver thereof;
nor shall any single or partial exercise of any right, remedy, power or
privilege hereunder preclude any other or further exercise thereof or the
exercise of any other right, remedy, power or privilege. The rights, remedies,
powers and privileges herein provided are cumulative and not exclusive of any
rights, remedies, powers and privileges provided by law.

        9.4    Survival of Representations and Warranties. All representations
and warranties made hereunder and in any document, certificate or statement
delivered pursuant hereto or in connection herewith shall survive the execution
and delivery of this Agreement and the making of the Loans hereunder.

        9.5    Payment of Expenses and Taxes. The Company agrees (a) to pay or
reimburse the Administrative Agent for all its reasonable out-of-pocket costs
and expenses incurred in connection with the development, preparation and
execution of, and any amendment, supplement or modification to, this Agreement
and any Notes and any other documents prepared in connection herewith, and the
consummation of the transactions contemplated hereby and thereby, including,
without limitation, the reasonable fees and disbursements of counsel to the
Administrative Agent, (b) to pay or reimburse each Lender and the Administrative
Agent for all their costs and expenses incurred in connection with the
enforcement or preservation of any rights under this Agreement, any Notes and
any such other documents, including, without limitation, reasonable fees and
disbursements of counsel to the Administrative Agent and to the several Lenders,
(c) to pay, indemnify, and hold each Lender and the Administrative Agent
harmless from, any and all recording and filing fees and any and all liabilities
with respect to, or resulting from any delay in paying, stamp, excise and other
similar taxes, if any, which may be payable or determined to be payable in
connection with the execution and delivery of, or consummation of any of the
transactions contemplated by, or any amendment, supplement or modification of,
or any waiver or consent under or in respect of, this Agreement, any Notes and
any such other documents, and (d) to pay, indemnify, and hold each

                                       43



Lender and the Administrative Agent and their respective officers, directors,
employees, affiliates, agents and controlling persons (each, an "Indemnitee")
harmless from and against any and all other liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind or nature whatsoever arising out of the execution, delivery,
enforcement, performance and administration of this Agreement, or the use by the
Company of the proceeds of the Loans (including, without limitation, any such
use that would result in a violation of Regulation U or X of the Board of
Governors of the Federal Reserve System) (all the foregoing in this clause (d),
collectively, the "Indemnified Liabilities"), provided, that the Company shall
have no obligation hereunder to any Indemnitee with respect to Indemnified
Liabilities to the extent such Indemnified Liabilities are found by a final and
nonappealable decision of a court of competent jurisdiction to have resulted
from the gross negligence or willful misconduct of such Indemnitee. The
agreements in this subsection 9.5 shall survive repayment of the Loans and all
other amounts payable hereunder.

        9.6    Successors and Assigns; Participations; Purchasing Lenders. This
Agreement shall be binding upon and inure to the benefit of the Company, the
Lenders, the Administrative Agent, all future holders of the Loans, and their
respective successors and assigns, except that the Company may not assign or
transfer any of its rights or obligations under this Agreement without the prior
written consent of each Lender.

        (b)    Any Lender may, in the ordinary course of its commercial banking
business and in accordance with applicable law, at any time sell to one or more
banks or other entities ("Participants") participating interests in any Loan
owing to such Lender, any Loan Commitment of such Lender or any other interest
of such Lender hereunder or under any Note. In the event of any such sale by a
Lender of participating interests to a Participant, such Lender's obligations
under this Agreement to the other parties to this Agreement shall remain
unchanged, such Lender shall remain solely responsible for the performance
thereof, such Lender shall remain the holder of any such Loan for all purposes
under this Agreement and any Note, and the Company and the Administrative Agent
shall continue to deal solely and directly with such Lender in connection with
such Lender's rights and obligations under this Agreement and any Note. In no
event shall any Participant under any such participation have any right to
approve any amendment or waiver of any provision of this Agreement or any Note,
or any consent to any departure by the Company therefrom, except to the extent
that such amendment, waiver or consent would reduce the principal of, or
interest on, the Loans or any fees payable hereunder, or postpone the date of
the final maturity of the Loans, in each case to the extent subject to such
participation. The Company agrees that if amounts outstanding under this
Agreement and the Loans are due or unpaid, or shall have been declared or shall
have become due and payable upon the occurrence of an Event of Default, each
Participant shall, to the maximum extent permitted by applicable law, be deemed
to have the right of setoff in respect of its participating interest in amounts
owing under this Agreement to the same extent as if the amount of its
participating interest were owing directly to it as a Lender under this
Agreement, provided that, in purchasing such participating interest, such
Participant shall be deemed to have agreed to share with the Lenders the
proceeds thereof as provided in subsection 9.7(a) as fully as if it were a
Lender hereunder. The Company also agrees that each Participant shall be
entitled to the benefits of subsections 2.12, 2.13, 2.14, 2.15 and 9.5 with
respect to its participation in the Loan Commitments and the Loans outstanding
from time to time; provided, that no Participant shall be entitled to receive
any greater amount pursuant to such subsections than the transferor Lender would
have been entitled to receive

                                       44



in respect of the amount of the participation transferred by such transferor
Lender to such Participant had no such transfer occurred.

        (c)    Any Lender may, in accordance with applicable law, at any time
assign to one or more banks or other entities ("Competitive Loan Assignees") any
Competitive Loan owing to such Lender and any Note held by such Lender
evidencing such Competitive Loan, pursuant to a Competitive Loan Assignment
executed by the assignor Lender and the Competitive Loan Assignee. Upon such
execution, from and after the date of such Competitive Loan Assignment, the
Competitive Loan Assignee shall, to the extent of the assignment provided for in
such Competitive Loan Assignment, be deemed to have the same rights and benefits
of payment and enforcement with respect to such Competitive Loan and any such
Note and the same rights of setoff and obligation to share pursuant to
subsection 9.7 as it would have had if it were a Lender hereunder; provided,
that unless such Competitive Loan Assignment shall otherwise specify and a copy
of such Competitive Loan Assignment shall have been delivered to the
Administrative Agent for its acceptance and recording in the Register in
accordance with subsection 9.6(f), the assignor thereunder shall act as
collection agent for the Competitive Loan Assignee thereunder, and the
Administrative Agent shall pay all amounts received from the Company which are
allocable to the assigned Competitive Loan and Note, if any, directly to such
assignor without any further liability to such Competitive Loan Assignee. A
Competitive Loan Assignee under a Competitive Loan Assignment shall not, by
virtue of such Competitive Loan Assignment, become a party to this Agreement or
have any rights to consent to or refrain from consenting to any amendment,
waiver or other modification of any provision of this Agreement or any related
document; provided, no Competitive Loan Assignee shall be entitled to receive
any greater amount than the Lender would have been entitled to receive in
respect of the amount of the Competitive Loan Assignment by such Lender to such
Competitive Loan Assignee had no such assignment occurred; provided, further,
that (x) the assignor under such Competitive Loan Assignment and such
Competitive Loan Assignee may, in their discretion, agree between themselves
upon the manner in which such assignor will exercise its rights under this
Agreement and any related document, and (y) if a copy of such Competitive Loan
Assignment shall have been delivered to the Administrative Agent for its
acceptance and recording in the Register in accordance with subsection 9.6(f),
neither the principal amount of, the interest rate on, nor the maturity date of
any Competitive Loan and Note, if any, assigned to the Competitive Loan Assignee
thereunder will be modified without the written consent of such Competitive Loan
Assignee. If a Competitive Loan Assignee has caused a Competitive Loan
Assignment to be recorded in the Register in accordance with subsection 9.6(f),
such Competitive Loan Assignee may thereafter, in the ordinary course of its
business and in accordance with applicable law, assign such Competitive Loan and
Note, if any, to any Lender, to any affiliate or subsidiary of such Competitive
Loan Assignee or to any other financial institution that has total assets in
excess of $1,000,000,000 and that in the ordinary course of its business extends
credit of the same type as such Competitive Loan, and the foregoing provisions
of this paragraph (c) shall apply, mutatis mutandis, to any such assignment by a
Competitive Loan Assignee. Except in accordance with the preceding sentence,
Competitive Loans and any related Notes may not be further assigned by a
Competitive Loan Assignee, subject to any legal or regulatory requirement that
the Competitive Loan Assignee's assets must remain under its control.

       (d)    Any Lender may, in accordance with applicable law, at any time
and from time to time sell to any other Lender or any affiliate thereof all or
any part of such transferor Lender's rights and obligations under

                                       45



this Agreement (other than its rights with respect to Competitive Loans,
assignment of which shall be governed by paragraph (c) above) pursuant to an
Assignment and Acceptance, executed by such purchasing Lender and such
transferor Lender and delivered to the Administrative Agent for its acceptance
and recording in the Register. In addition, with the consent of the Company and
the Administrative Agent (which in each case shall not be unreasonably
withheld), any Lender may, in accordance with applicable law, at any time and
from time to time sell to one or more additional banks, financial institutions
or other entities that are not then Lenders or affiliates thereof (together with
purchasing Lenders pursuant to the preceding sentence (including, without
limitation, any affiliate through which Loans were not previously booked), each
a "Purchasing Lender"), all or any part of its rights and obligations under this
Agreement pursuant to an Assignment and Acceptance, executed by such Purchasing
Lender, such transferor Lender, the Company and the Administrative Agent, and
delivered to the Administrative Agent for its acceptance and recording in the
Register, provided that no such assignment to a Purchasing Lender (other than
any Lender or any affiliate of any Lender) shall be in an aggregate principal
amount of less than $5,000,000 (other than in the case of an assignment of all
of a Lender's interests under this Agreement), unless otherwise agreed by the
Company and the Administrative Agent. Upon such execution, delivery, acceptance
and recording, from and after the effective date determined pursuant to such
Assignment and Acceptance, (x) the Purchasing Lender thereunder shall be a party
hereto and, to the extent provided in such Assignment and Acceptance, have the
rights and obligations of a Lender hereunder with a Loan Commitment as set forth
therein, and (y) the transferor Lender thereunder shall, to the extent provided
in such Assignment and Acceptance, be released from its obligations under this
Agreement (and, in the case of an Assignment and Acceptance covering all of a
transferor Lender's rights and obligations under this Agreement, such transferor
Lender shall cease to be a party hereto). Notwithstanding any provision of this
subsection 9.6, the consent of the Company shall not be required for any
assignment that occurs when an Event of Default pursuant to subsection 7(f)
shall have occurred and be continuing with respect to the Company. Such
Assignment and Acceptance shall be deemed to amend this Agreement to the extent,
and only to the extent, necessary to reflect the addition of such Purchasing
Lender and the resulting adjustment of Commitment Percentages arising from the
purchase by such Purchasing Lender of all or a portion of the rights and
obligations of such transferor Lender under this Agreement.

        (e)    The Administrative Agent shall, on behalf of the Company,
maintain at its address referred to in subsection 9.2 a copy of each Competitive
Loan Assignment and each Assignment and Acceptance delivered to it and a
register (the "Register") for the recordation of (i) the names and addresses of
the Lenders and the Loan Commitment of, and principal amount and stated interest
of the Loans owing to, each Lender from time to time, and (ii) with respect to
each Competitive Loan Assignment delivered to the Administrative Agent, the name
and address of the Competitive Loan Assignee and the principal amount and stated
interest of each Competitive Loan owing to such Competitive Loan Assignee. The
entries in the Register shall be conclusive, in the absence of manifest error,
and the Company, the Administrative Agent and the Lenders may treat each Person
whose name is recorded in the Register as the owner of the Loan and any Notes
evidencing the Loans recorded therein for all purposes of this Agreement. Any
assignment of any Loan, whether or not evidenced by a Note, shall be effective
only upon appropriate entries with respect thereto being made in the Register
(and each Note shall expressly so provide). Any assignment or transfer of all or
part of a Loan evidenced by a Note shall be registered on the Register only upon
surrender for registration of assignment or transfer

                                       46



of the Note evidencing such Loan, accompanied by a duly executed Assignment and
Acceptance, and thereupon one or more new Notes shall be issued to the
designated Assignee. The Register shall be available for inspection by the
Company or any Lender at any reasonable time and from time to time upon
reasonable prior notice.

        (f)    Upon its receipt of a Competitive Loan Assignment executed by an
assignor Lender and a Competitive Loan Assignee, together with payment from the
assignor or assignee Lender to the Administrative Agent of a registration and
processing fee of $2,000.00, the Administrative Agent shall promptly accept such
Competitive Loan Assignment, record the information contained therein in the
Register and give notice of such acceptance and recordation to the assignor
Lender, the Competitive Loan Assignee and the Company. Upon its receipt of an
Assignment and Acceptance executed by a transferor Lender and a Purchasing
Lender (and, in the case of a Purchasing Lender that is not then a Lender or an
affiliate thereof, by the Company and the Administrative Agent) together with
payment from the assignor or assignee Lender to the Administrative Agent of a
registration and processing fee of $4,000.00, the Administrative Agent shall
promptly accept such Assignment and Acceptance and promptly record the
information contained therein and the effective date determined pursuant thereto
in the Register.

        (g)    The Company authorizes each Lender to disclose to any
Participant, Competitive Loan Assignee or Purchasing Lender (each, a
"Transferee") and any prospective Transferee any and all financial information
in such Lender's possession concerning the Company and its affiliates which has
been delivered to such Lender by or on behalf of the Company pursuant to this
Agreement or which has been delivered to such Lender by or on behalf of the
Company in connection with such Lender's credit evaluation of the Company and
its affiliates prior to becoming a party to this Agreement.

        (h)    For avoidance of doubt, the parties to this Agreement acknowledge
that the provisions of this subsection 9.6 concerning assignments of Loans and
Notes relate only to absolute assignments and that such provisions do not
prohibit assignments creating security interests, including any pledge or
assignment by a Lender of any Loan or Note to any Federal Reserve Bank in
accordance with applicable law.

        (i)    The Borrower, upon receipt of written notice from the relevant
Lender, agrees to issue Notes to any Lender requiring Notes to facilitate
transactions of the type described in paragraph (h) above.

        9.7    Adjustments; Set-off. If any Lender or Transferee (a "benefitted
Lender") shall at any time receive any payment of all or part of its Loans, or
interest thereon, or receive any collateral in respect thereof (whether
voluntarily or involuntarily, by set-off, pursuant to events or proceedings of
the nature referred to in clause (f) of Section 7, or otherwise) in a greater
proportion than any such payment to and collateral received by any other Lender,
if any, in respect of such other Lender's Loans, or interest thereon, such
benefitted Lender shall purchase for cash from the other Lenders such portion of
each such other Lender's Loan, or shall provide such other Lenders with the
benefits of any such collateral, or the proceeds thereof, as shall be necessary
to cause such benefitted Lender to share the excess payment or benefits of such
collateral or proceeds ratably with each of the Lenders; provided, however, that
if all or any portion of such excess payment or benefits is thereafter recovered
from such benefitted Lender, such purchase shall be rescinded, and the purchase

                                       47



price and benefits returned, to the extent of such recovery, but without
interest. The Company agrees that each Lender so purchasing a portion of another
Lender's Loan may exercise all rights of payment (including, without limitation,
rights of set-off) with respect to such portion as fully as if such Lender were
the direct holder of such portion.

        (b)    In addition to any rights and remedies of the Lenders provided by
law, each Lender shall have the right, without prior notice to the Company, any
such notice being expressly waived by the Company to the extent permitted by
applicable law, upon the occurrence and continuance of an Event of Default to
set-off and apply against any indebtedness, whether matured or unmatured, of the
Company to such Lender, any amount owing from such Lender to the Company, at or
at any time after the happening of any of the above mentioned events, and the
aforesaid right of set-off may be exercised by such Lender against the Company
or against any trustee in bankruptcy, debtor in possession, assignee for the
benefit of creditors, receiver, or execution, judgment or attachment creditor of
the Company, or against anyone else claiming through or against the Company or
such trustee in bankruptcy, debtor in possession, assignee for the benefit of
creditors, receiver, or execution, judgment or attachment creditor,
notwithstanding the fact that such right of set-off shall not have been
exercised by such Lender prior to the making, filing or issuance, or service
upon such Lender of, or of notice of, any such petition; assignment for the
benefit of creditors; appointment or application for the appointment of a
receiver; or issuance of execution, subpoena, order or warrant. Each Lender
agrees promptly to notify the Company and the Administrative Agent after any
such set-off and application made by such Lender, provided that the failure to
give such notice shall not affect the validity of such set-off and application.

        9.8    Counterparts. This Agreement may be executed by one or more of
the parties to this Agreement on any number of separate counterparts, and all of
said counterparts taken together shall be deemed to constitute one and the same
instrument. A set of the copies of this Agreement signed by all the parties
shall be lodged with the Company and the Administrative Agent.

        9.9    Severability. Any provision of this Agreement that is prohibited
or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

        9.10   Integration. This Agreement and any Notes represent the agreement
of the Company, the Administrative Agent and the Lenders with respect to the
subject matter hereof, and there are no promises, undertakings, representations
or warranties by the Administrative Agent or any Lender relative to subject
matter hereof not expressly set forth or referred to herein or in any such
Notes.

        9.11   Governing Law. This Agreement and the rights and obligations of
the parties under this Agreement shall be governed by, and construed and
interpreted in accordance with, the law of the State of New York.

                                       48



        9.12   Submission To Jurisdiction; Waivers. (a) The Company hereby
irrevocably and unconditionally:

  (i)   submits for itself and its property in any legal action or proceeding
relating to this Agreement, or for recognition and enforcement of any judgment
in respect thereof, to the non-exclusive general jurisdiction of the Courts of
the State of New York, the courts of the United States of America for the
Southern District of New York, and appellate courts from any thereof;

  (ii)  consents that any such action or proceeding may be brought in such
courts, and waives any objection that it may now or hereafter have to the venue
of any such action or proceeding in any such court or that such action or
proceeding was brought in an inconvenient court and agrees not to plead or claim
the same;

  (iii) agrees that service of process in any such action or proceeding may be
effected by mailing a copy thereof by registered or certified mail (or any
substantially similar form of mail), postage prepaid, to the Company at its
address set forth in subsection 9.2 or at such other address of which the
Administrative Agent shall have been notified pursuant thereto; and

  (iv)  agrees that nothing herein shall affect the right to effect service of
process in any other manner permitted by law or shall limit the right to sue in
any other jurisdiction.

        (b)    THE COMPANY AND THE ADMINISTRATIVE AGENT AND EACH LENDER HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR
PROCEEDING RELATING TO THIS AGREEMENT AND FOR ANY COUNTERCLAIM THEREIN.

                                       49



        IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered by their proper and duly authorized officers as of
the day and year first above written.

                                             DOW JONES & COMPANY, INC.

                                             By: /s/ Christopher W. Vieth
                                                 ------------------------
                                             Name: Christopher W. Vieth
                                             Title: Vice President and Chief
                                                    Financial Officer

                                             JPMORGAN CHASE BANK,
                                    As Administrative Agent and as a Lender

                                             By: /s/ Peter B. Thauer
                                                 -------------------------
                                             Name: Peter B. Thauer
                                             Title: Vice President

                                             FLEET NATIONAL BANK

                                             By: /s/ Denis D. Hamboyan
                                                 --------------------------
                                             Name: Denis D. Hamboyan
                                             Title:  Managing Director

                                             LLOYDS TSB BANK PLC

                                             By: /s/ Richard M. Heath
                                                 --------------------
                                             Name: Richard M. Heath
                                             Title: Vice President
                                                    Corporate Banking, USA
                                                    H009

                                             By: /s/ Catherine Rankin
                                                 --------------------
                                             Name: Catherine Rankin
                                             Title: Assistant Vice President
                                                    Corporate Banking USA
                                                    R027

                                             MELLON BANK, N.A.

                                             By: /s/ J. Wade Bell
                                                 ---------------------
                                             Name: J. Wade Bell
                                             Title: Vice President



                                             BANK OF TOKYO-MITSUBISHI TRUST
                                             COMPANY

                                             By: /s/ Christian Giordano
                                                 ----------------------
                                             Name: Christian Giordano
                                             Title: Vice President

                                             CREDIT SUISSE FIRST BOSTON

                                             By: /s/ SoVanna Day-Goins
                                                 ----------------------
                                             Name: SoVanna Day-Goins
                                             Title: Vice President

                                             By: /s/ Doreen Welch
                                                 ----------------------
                                             Name: Doreen Welch
                                             Title: Associate

                                             HSBC BANK USA

                                             By: /s/ Jeffrey Rothman
                                                 -------------------------
                                             Name: Jeffrey Rothman
                                             Title: Senior Banker

                                             THE NORTHERN TRUST COMPANY

                                             By: /s/ John Konstantos
                                                 -------------------------
                                             Name: John Konstantos
                                             Title: Vice President

                                             MERRILL LYNCH BANK USA

                                             By: /s/ Preston L. Jackson
                                                 -----------------------
                                             Name: Preston L. Jackson
                                             Title: President & CEO



                                                                    SCHEDULE 1.1

          Lender                                     Loan Commitment
- --------------------------------------------------------------------
JPMorgan Chase Bank                                 $  17,500,000.00
FleetBoston                                         $  17,500,000.00
Lloyds Bank                                         $  17,500,000.00
Mellon Bank                                         $  17,500,000.00
Bank of Tokyo-Mitsubishi                            $  15,000,000.00
Credit Suisse First Boston                          $  15,000,000.00
HSBC Bank                                           $  12,500,000.00
Northern Trust                                      $  10,000,000.00
Merrill Lynch                                       $   7,500,000.00
                                                    ----------------
        Total                                       $ 130,000,000.00
                                                    ================



                                                                   SCHEDULE 3.14

                           SUBSIDIARIES OF THE COMPANY

Name of Subsidiary

DJBI, LLC
Dow Jones & Company (Australia) Pty Limited
Dow Jones & Company (Schweiz) GmbH
Dow Jones & Company (Singapore) Pte Limited
Dow Jones AER Company, Inc.
Dow Jones BD Services, Inc.
Dow Jones Broadcasting (Asia), Inc.
Dow Jones Broadcasting (Europe), Inc.
Dow Jones Business Portal Company, Inc.
Dow Jones Canada, Inc.
Dow Jones Consulting (Shanghai) Limited
Dow Jones Information Publishing, Inc.
Dow Jones Information Services International (HK) Ltd.
Dow Jones International GmbH
Dow Jones International Ltd.
Dow Jones International Marketing Services, Inc.
Dow Jones Italia Srl
Dow Jones (Japan) K.K.
Dow Jones, L.P.
Dow Jones Nederland BV
Dow Jones Newsprint Company, Inc.
Dow Jones Newswires Holdings, Inc.
Dow Jones Printing Company (Asia), Inc.
Dow Jones Publishing Company (Asia), Inc. (90% owned)
      Dow Jones Distribution Co. (Asia), Inc.
Dow Jones Publishing Company (Europe), Inc.
      The Wall Street Journal Europe S.P.R.L. (51% owned)
      JV GmbH II (51% owned)
Dow Jones Ventures V, Inc.
Dow Jones Ventures VI, Inc.
      Dow Jones Cash Management, Inc.
      Ottaway Newspapers, Inc.
         Ottaway Newspapers of Pennsylvania, L.P.
         Seacoast Newspapers, Inc.
         The Inquirer & Mirror, Inc.
         The Mail Tribune, Inc.
         Davill, Inc.
         The Nickel of Medford, Inc.
         The Traverse City Record-Eagle, Inc.
         The Santa Cruz County Sentinel, Inc.
         ONI Stockton, Inc.
Federal Filings, Incorporated
National Delivery Service, Inc.
Review Publishing Company Limited



                                                                    SCHEDULE 6.1

 EXISTING LIENS

None.



                                                                    SCHEDULE 9.2

Names and Addresses of Lenders

JPMorgan Chase Bank
270 Park Avenue
New York, New York 10017
Attention: Peter Thauer

Fleet National Bank
100 Federal Street. MA DE 10009D
Boston, Massachusetts 02110
Attention: Denis D. Hamboyan

Lloyds TSB Bank plc
1251 Avenue of the Americas, 39th Floor
New York, New York 10020
Attention: Richard Heath

Mellon Bank, N.A.
3 Mellon Center, 12th Floor
Pittsburgh, Pennsylvania 15259
Attention: Donald G. Cassidy, Jr.

Bank of Tokyo-Mitsubishi Trust Company
1251 Avenue of the Americas, 12th Floor
New York, New York 10020
Attention: Paresh R. Shah

Credit Suisse First Boston
11 Madison Ave
New York, NY 10010
Attention: Greg Miller

HSBC Bank USA
452 Fifth Avenue
New York, New York 10018
Attention: Jeffrey Rothman

The Northern Trust Company
50 S. LaSalle Street, 11th Floor
Chicago, Illinois 60675
Attention: Russ Rockenbach

Merrill Lynch Bank USA
15 W. South Temple, Suite 300
Salt Lake City, Utah 84101
Attention: Bill Little



                                                                       EXHIBIT A

 FORM OF BORROWING NOTICE FOR REVOLVING CREDIT LOANS

                                                    Date:
JPMorgan Chase Bank, as Administrative Agent under the
 Credit Agreement referred to below

Gentlemen:

        Pursuant to subsection 2.1 of the 364-Day Credit Agreement, dated as of
June 23, 2003, among Dow Jones & Company, Inc. (the "Company"), the Lenders
parties thereto, JPMorgan Chase Bank (f/k/a The Chase Manhattan Bank), as
Administrative Agent, Lloyds TSB Bank plc and Mellon, Bank, N.A., as
Co-Documentation Agents, and Fleet National Bank, as Syndication Agent (as the
same may be amended, supplemented or otherwise modified, the "Credit
Agreement"), the Company hereby requests that the following Revolving Credit
Loans be made on (date) as follows:

(1).  Total Amount of Revolving Credit Loans          $_______________

(2).  Amount of (1) to be allocated to
      Eurodollar Loans                                $_______________

(3).  Amount of (1) to be allocated to
      Alternate Base Rate Loans                       $_______________

(4).  Interest Periods and amounts to be allocated
      thereto in respect of Eurodollar Loans
      (amounts must total (2)):

(i)  one month                                        $_______________

(ii)  two months                                      $_______________

(iii)  three months                                   $_______________

(iv)  six months                                      $_______________

Total Eurodollar Loans                                $_______________

NOTE:  EACH AMOUNT APPEARING IN EACH LINE ABOVE MUST BE AT LEAST EQUAL TO
$10,000,000 AND IN A WHOLE MULTIPLE OF $1,000,000.

The Company hereby certifies that the conditions set forth in Section 4.2 of the
Credit Agreement have been satisfied.

 Terms defined in the Credit Agreement shall have the same meanings when used
herein.

                                       Very truly yours,

                                       DOW JONES & COMPANY, INC.

                                       By:
                                          --------------------------------
                                       Name:
                                       Title:



                                                                       EXHIBIT B

                        FORM OF COMPETITIVE LOAN REQUEST

                                                  ___________, _____

JPMorgan Chase Bank, as Administrative Agent
270 Park Avenue
New York, New York  10017

Dear Sirs:
        Reference is made to the 364-Day Credit Agreement, dated as of June 23,
2003, among Dow Jones & Company, Inc. (the "Company"), the Lenders parties
thereto, JPMorgan Chase Bank (f/k/a The Chase Manhattan Bank), as Administrative
Agent, Lloyds TBS Bank plc and Mellon Bank, N.A., as Co- Documentation Agents,
and Fleet National Bank, as Syndication Agent (as the same may be amended,
supplemented or otherwise modified, the "Credit Agreement"). Terms defined in
the Credit Agreement are used herein as therein defined.

        This is an (Index Rate) (Absolute Rate) Competitive Loan Request
pursuant to subsection 2.2 of the Credit Agreement requesting quotes for the
following Competitive Loans:

Aggregate Principal Amount          $________       $_________     $_______

Competitive Loan Date                ________        _________      _______

(Interest Period)*        ______________________

Maturity Date**           ______________________

Interest Payment Dates    ______________________

                                                  Very truly yours,

                                           DOW JONES & COMPANY, INC.

                                         By:
                                            ------------------------------
                                         Name:
                                         Title:

Note: Pursuant to the Credit Agreement, a Competitive Loan Request may be
transmitted in writing, by telex or by facsimile transmission, or by telephone,
immediately confirmed by telex or facsimile transmission. In any case, a
Competitive Loan Request shall contain the information specified in the second
paragraph of this form.

*      Insert only in an Index Rate Competitive Loan Request.
**     In an Index Rate Competitive Loan Request, insert last day of
       Interest Period.



                                                                       EXHIBIT C

                         FORM OF COMPETITIVE LOAN OFFER

                                                 ___________, ____

JPMorgan Chase Bank, as Administrative Agent
270 Park Avenue
New York, New York  10017

Dear Sirs:

        Reference is made to the 364-Day Credit Agreement, dated as of June 23,
2003, among Dow Jones & Company, Inc. (the "Company"), the Lenders parties
thereto, JPMorgan Chase Bank (f/k/a The Chase Manhattan Bank), as Administrative
Agent, Lloyds TSB Bank plc and Mellon Bank, N.A., as Co- Documentation Agents,
and Fleet National Bank, as Syndication Agent (as the same may be amended,
supplemented or otherwise modified, the "Credit Agreement"). Terms defined in
the Credit Agreement are used herein as therein defined.

        In accordance with subsection 2.2 of the Credit Agreement, the
undersigned Lender offers to make Competitive Loans thereunder in the following
amounts with the following maturity dates:

Competitive Loan Date:      _________, ____

Aggregate Maximum Amount:     $___________

Maturity Date 1:

Maximum Amount $_____________

Rate*_____   Amount $________

Rate*_____   Amount $________

Maturity Date 2:

Maximum Amount $_____________

Rate*_____   Amount $________

Rate*_____   Amount $________

Maturity Date 3:

Maximum Amount $_____________

Rate* _____  Amount $________

Rate* _____  Amount $________



                                            Very truly yours,

                                     (NAME OF OFFERING LENDER)
                                   By:
                                      --------------------------------
                                   Name:
                                   Title:
                                   Telephone No.:
                                   Fax No.:
- --------------------------------------------------------------------------------
* In the case of Index Rate Competitive Loans, insert margin bid. In the case of
Absolute Rate Competitive Loans, insert fixed rate bid.



                                                                       EXHIBIT D

                      FORM OF COMPETITIVE LOAN CONFIRMATION

                                                       ___________, ____

JPMorgan Chase Bank, as Administrative Agent
270 Park Avenue
New York, New York  10017

Dear Sirs:

        Reference is made to the 364-Day Credit Agreement, dated as of June 23,
2003, among Dow Jones & Company, Inc. (the "Company"), the Lenders parties
thereto, JPMorgan Chase Bank (f/k/a The Chase Manhattan Bank), as Administrative
Agent, Lloyds TSB Bank plc and Mellon Bank, N.A., as Co- Documentation Agents,
and Fleet National Bank, as Syndication Agent (as the same may be amended,
supplemented or otherwise modified, the "Credit Agreement"). Terms defined in
the Credit Agreement are used herein as therein defined.

        In accordance with subsection 2.2 of the Credit Agreement, the
undersigned accepts and confirms the offers by Competitive Loan Lender(s) to
make Competitive Loans to the undersigned on ____, ____(Competitive Loan Date)
under said subsection 2.2 in the (respective) amount(s) set forth on the
attached list of Competitive Loans offered.

                                                Very truly yours,

                                                DOW JONES & COMPANY, INC.

                                             By:
                                                ------------------------------
                                             Name:
                                             Title:

        (Company to attach Competitive Loan offer list prepared by
Administrative Agent with accepted amount entered by the Company to right of
each Competitive Loan offer).



                                                                       EXHIBIT E

                          FORM OF EXEMPTION CERTIFICATE

        Reference is made to the 364-Day Credit Agreement, dated as of June 23,
2003 (as amended, supplemented or otherwise modified from time to time, the
"Credit Agreement") among Dow Jones & Company, Inc., a Delaware corporation (the
"Company"), the several banks and other financial institutions or entities from
time to time parties to this Agreement (the "Lenders"), JPMorgan Chase Bank
(f/k/a The Chase Manhattan Bank), as Administrative Agent, Lloyds TBS Bank plc
and Mellon Bank, N.A., as Co- Documentation Agents, and Fleet National Bank, as
Syndication Agent. Capitalized terms used herein that are not defined herein
shall have the meanings ascribed to them in the Credit Agreement.
______________________ (the "Non-U.S. Lender") is providing this certificate
pursuant to subsection 2.12(d) of the Credit Agreement. The Non-U.S. Lender
hereby represents and warrants that:

        1.     The Non-U.S. Lender is the sole record and beneficial owner of
the Loans or the obligations evidenced by Notes in respect of which it is
providing this certificate;

        2.     The Non-U.S. Lender is not a "bank" for purposes of Section
881(c)(3)(A) of the Internal Revenue Code of 1986, as amended (the "Code"). In
this regard, the Non-U.S. Lender further represents and warrants that:

        (a)    the Non-U.S. Lender is not subject to regulatory or other legal
requirements as a bank in any jurisdiction;

        (b)    the Non-U.S. Lender has not been treated as a bank for purposes
of any tax, securities law or other filing or submission made to any
Governmental Authority, any application made to a rating agency or qualification
for any exemption from tax, securities law or other legal requirements; and

        (c)    the Non-U.S. Lender is acquiring an interest in the Loans or
Notes for its own account, and the Non-U.S. Lender will not hold such an
interest, directly or indirectly, for or on behalf of, or as nominee for, any
bank.

        3.     The Non-U.S. Lender meets all of the requirements under Code
Section 871(h) or 881(c) to be eligible for a complete exemption from
withholding of taxes on interest payments made to it under the Credit Agreement,
including without limitation that it is not a 10-percent shareholder (within the
meaning of Section 871(h)(3)(B) of the Code) of the Company and is not a
controlled foreign corporation related to the Company (within the meaning of
Section 864(d)(4) of the Code); and

        4.     The Non-U.S. Lender shall promptly notify the Company and the
Administrative Agent if any of the representations and warranties made herein
are no longer true and correct.

 IN WITNESS WHEREOF, the undersigned has duly executed this certificate.

                                             (NAME OF NON-U.S. LENDER)

                                        By:
                                           ------------------------------
                                        Name:
                                        Title:
                                        Date:________________



                                                                       EXHIBIT F

                       FORM OF OPINION OF PETER G. SKINNER

                                                 June 23, 2003

JPMorgan Chase Bank,
     as Administrative Agent
     under the Agreement, as
     hereinafter defined,

Lloyds TSB Bank plc and Mellon Bank, N.A.,
     as Co-Documentation Agents under
     the Agreement,

Fleet National Bank,
     as Syndication Agent
     under the Agreement

     and

Each of the Lenders parties to the
     Agreement

Ladies and Gentlemen:

        In my capacity as General Counsel, I have acted as counsel for Dow
Jones & Company, Inc., a Delaware corporation (the "Company"), in connection
with the execution and delivery of the 364-Day Credit Agreement, dated as of
June 23, 2003, among Dow Jones & Company, Inc. (the "Company"), the Lenders
parties thereto, JPMorgan Chase Bank (f/k/a The Chase Manhattan Bank), as
Administrative Agent, Lloyds TSB Bank plc and Mellon Bank, N.A., as Co-
Documentation Agents, and Fleet National Bank, as Syndication Agent (as the same
may be amended, supplemented or otherwise modified, the "Agreement").

        This opinion is delivered to you pursuant to Section 4 of the Agreement.
Terms used herein which are defined in the Agreement shall have the respective
meanings set forth in the Agreement, unless otherwise defined herein.

        In connection with this opinion, I have examined executed copies of the
Agreement and such corporate documents and records of the Company and its
Subsidiaries, certificates of public officials and officers of the Company and
its Subsidiaries, and such other documents, as I have deemed necessary or
appropriate for the purposes of this opinion. In stating my opinion, I have
assumed the genuineness of all signatures of, and the authority of, persons
signing the Agreement on behalf of parties thereto other than the Company, the
authenticity of all documents submitted to me as originals and the conformity to
authentic original documents of all



                                                                               2

documents submitted to me as certified, conformed or photostatic copies.

        Based upon the foregoing, I am of the opinion that:

        1.     Each of the Company and its Subsidiaries (a) is duly organized,
validly existing and in good standing under the laws of the jurisdiction of its
incorporation, (b) has the corporate power and authority and the legal right to
own and operate its property, to lease the property it operates under lease and
to conduct the business in which it is currently engaged and (c) to the best of
my knowledge, is duly qualified as a foreign corporation and in good standing
under the laws of each jurisdiction where its ownership, lease or operation of
property or the conduct of its business requires such qualification and where
the failure to be so qualified would have a material adverse effect on the
Company and its Subsidiaries taken as a whole.

        2.     The Company has the corporate power and authority to make,
deliver and perform the Agreement and to borrow thereunder and has taken all
necessary corporate action to authorize the borrowings on the terms and
conditions of the Agreement and to authorize the execution, delivery and
performance of the Agreement and any promissory notes that may be issued after
the date hereof to evidence the loans consistent with the terms of the
Agreement. No consent or authorization of, filing with, or other act by or in
respect of any Governmental Authority, is required to be obtained by the Company
in connection with the borrowings thereunder or with the execution, delivery,
performance, validity or enforceability of the Agreement.

        3.     The Agreement has been duly executed and delivered on behalf of
the Company and constitutes a legal, valid and binding obligation of the
Company, enforceable against the Company in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditors' rights generally and by general equitable principles (whether
enforcement is sought by proceedings in equity or at law). No opinion is
expressed as to the availability of the remedy of specific performance.

        4.     The execution, delivery and performance of the Agreement by the
Company and the use of the proceeds of the borrowings thereunder as provided
therein, will not violate any provision of any existing law or regulation
applicable to the Company, or, to the best of my knowledge, of any order,
judgment, award or decree of any court, arbitrator or governmental authority
binding upon or applicable to the Company, or of the Certificate of
Incorporation or By-Laws of the Company, or, to the best of my knowledge, of any
securities issued by the Company, or, to the best of my knowledge, of any
mortgage, indenture, lease, contract or other agreement, instrument or
undertaking by which the Company or any of its Subsidiaries or any of their
respective assets may be bound, and, to the best of my knowledge, will not
result in or require the creation or imposition of any Lien on any of its or
their respective properties, assets or revenues pursuant to the provisions of
any such mortgage, indenture, lease, contract or other agreement, instrument or
undertaking.

        5.     To the best of my knowledge, no litigation, investigation or
proceeding of or before any court, arbitrator or governmental authority is
pending or threatened by or against the Company or any of its Subsidiaries



                                                                               3

or against any of its or their respective properties or revenues (a) with
respect to the Agreement or any of the transactions contemplated thereby or (b)
except for the litigation with Cantor Fitzgerald Securities and Market Data
Corporation that is described in "Legal Proceedings" and Note 3 to the financial
statements included in the Company's Form 10-Q report for the first quarter of
2003, which could reasonably be expected to have a material adverse effect on
the business, operations, property or financial or other condition of the
Company and its Subsidiaries taken as a whole.

        6.     The Company is not an "investment company" or a company
"controlled" by an "investment company," within the meaning of the Investment
Company Act of 1940, as amended, or a "holding company," or a "subsidiary
company" of a "holding company" within the meaning of the Public Utility Holding
Company Act of 1935, as amended.

        7.     Assuming that the Company will comply with the provisions of the
Credit Agreement relating to the use of proceeds, the making of the Loans under
the Credit Agreement will not violate Regulation T, U or X of the Board of
Governors of the Federal Reserve System.

        The opinions expressed herein are solely for the benefit of the
Administrative Agent, the Documentation Agent, the Syndication Agent and the
Lenders in connection with the Agreement and may not be relied on in any manner
or for any purpose by any other person or entity.

                                                 Very truly yours,
                                                 /s/ Peter G. Skinner



                                                                       EXHIBIT G

                          FORM OF OFFICER'S CERTIFICATE

        Pursuant to Section 4 of the 364-Day Credit Agreement, dated as of June
23, 2003, among Dow Jones & Company, Inc. (the "Company"), the Lenders parties
thereto, JPMorgan Chase Bank (f/k/a The Chase Manhattan Bank), as Administrative
Agent, Lloyds TSB Bank plc and Mellon Bank, N.A., as Co- Documentation Agents,
and Fleet National Bank, as Syndication Agent (as the same may be amended,
supplemented or otherwise modified, the "Credit Agreement"), the undersigned
hereby certify as follows:

        1.     The representations and warranties of the Company set forth in
the Credit Agreement or which are contained in any certificate, document or
financial or other statement furnished pursuant to or in connection with the
Credit Agreement are true and correct on and as of the date hereof with the same
effect as if made on the date hereof; and

        2.     On the date hereof, no Default or Event of Default (both as
defined in the Credit Agreement) has occurred and is continuing under the Credit
Agreement as of the date hereof or after giving effect to any Loans to be made
on the date hereof.

        IN WITNESS WHEREOF, each of the undersigned has hereunto set his name.

                                              DOW JONES & COMPANY, INC.

                                           By: /s/ Christopher W. Vieth
                                               ------------------------
                                         Name: Christopher W. Vieth
                                        Title: Vice President and Chief
                                               Financial Officer

                                           By: /s/ Thomas W. McGuirl
                                               ---------------------
                                         Name: Thomas W. McGuirl
                                        Title: Treasurer and Assistant
                                               Secretary

                                         Date: June 23, 2003



                                                                       EXHIBIT H

                           FORM OF CERTIFICATE OF THE
                            SECRETARY OF THE COMPANY

        Pursuant to Section 4 of the 364-Day Credit Agreement, dated as of June
23, 2003, among Dow Jones & Company, Inc. (the "Company"), the Lenders parties
thereto, JPMorgan Chase Bank (f/k/a The Chase Manhattan Bank), as Administrative
Agent, Lloyds TSB Bank plc and Mellon Bank, N.A., as Co- Documentation Agents,
and Fleet National Bank, as Syndication Agent (as the same may be amended,
supplemented or otherwise modified, the "Credit Agreement"), the undersigned
Secretary of the Company hereby certifies as follows:

        1.     Attached hereto as Annex I is a true and complete copy of
resolutions duly adopted by the Board of Directors of the Company on February
21, 1996, and such resolutions have not in any way been rescinded or modified
and have been in full force and effect since their adoption to and including the
date hereof and are now in full force and effect; and such resolutions are the
only corporate proceedings of the Company now in force relating to or affecting
the matters referred to therein.

        2.     Attached hereto as Annex II is a true and complete copy of the
By-laws of the Company as in effect at all times since April 21, 2003, to and
including the date hereof.

        3.     Attached hereto as Annex III is a true and complete copy of the
Restated Certificate of Incorporation of the Company, as amended, as in effect
at all times since April 21, 2003, to and including the date hereof, and no
action has been taken to amend, repeal, modify or revoke such certificate.

        4.     The following persons are now duly elected and qualified officers
of the Company, holding the offices indicated next to their respective names
below, and such officers have held such offices with the Company at all times
since the respective dates set forth opposite their names, to and including the
date hereof, and the signatures appearing opposite their respective names below
are the true and genuine signatures of such officers, and each of such officers
is duly authorized to execute and deliver on behalf of the Company the Credit
Agreement, any Notes of the Company to be issued pursuant thereto and any
certificate or other document to be delivered by the company pursuant to the
Credit Agreement and to act as Responsible Officers on behalf of the Company
under the Credit Agreement:



                                                                            Month & Year
Name                   Office                    Signature                  of Election
- ----------------------------------------------------------------------------------------
                                                                   
Richard F. Zannino     Executive Vice
                       President and Chief
                       Operating Officer         /s/ Richard F. Zannino     April 2003

Christopher W. Vieth   Vice President and
                       Chief Financial Officer   /s/ Christopher W. Vieth   April 2003

Thomas W. McGuirl      Treasurer and Assistant
                       Secretary                 /s/ Thomas W. McGuirl      April 2003

Thomas J. Sullivan     Assistant Treasurer       /s/ Thomas J. Sullivan     April 2003




                                                                               2

IN WITNESS WHEREOF, the undersigned has hereunto set his name and affixed the
corporate seal of the Company.

Dated: June 23, 2003
                                              /s/ Peter G. Skinner
                                              --------------------
                                              Peter G. Skinner,
                                              Executive Vice President,
                                              General Counsel and Secretary

(CORPORATE SEAL)



                                                                               3

 I, Christopher W. Vieth, Vice President and Chief Financial Officer of the
Company, hereby certify that Peter G. Skinner, whose genuine signature appears
above, is, and has been at all times since April 16, 2003, a duly elected,
qualified and acting Executive Vice President, General Counsel and Secretary of
the Company.

Dated:  June 23, 2003

                                                /s/ Christopher W. Vieth
                                                ------------------------
                                                Christopher W. Vieth
                                                Vice President and Chief
                                                Financial Officer



                                                                       EXHIBIT I

                                     FORM OF
                           COMPETITIVE LOAN ASSIGNMENT

        Reference is made to the 364-Day Credit Agreement, dated as of June 23,
2003 (as amended, supplemented or otherwise modified from time to time, the
"Credit Agreement"), among Dow Jones & Company, Inc. (the "Company"), the
Lenders named therein, JPMorgan Chase Bank (f/k/a The Chase Manhattan Bank), as
administrative agent for the Lenders (in such capacity, the "Administrative
Agent"), Lloyds TSB Bank plc and Mellon Bank, N.A., as Co-Documentation Agents,
and Fleet National Bank, as Syndication Agent. Unless otherwise defined herein,
terms defined in the Credit Agreement and used herein shall have the meanings
given to them in the Credit Agreement.

        The Assignor identified on Schedule l hereto (the "Assignor") and the
Assignee identified on Schedule l hereto (the "Assignee") agree as follows:

        1.     The Assignor hereby irrevocably sells and assigns to the Assignee
without recourse to the Assignor, and the Assignee hereby irrevocably purchases
and assumes from the Assignor without recourse to the Assignor, as of the
Effective Date (as defined below), the Competitive Loan (the "Assigned Loan")
and any Note evidencing such Competitive Loan described in Schedule 1 hereto.

        2.     The Assignor (a) makes no representation or warranty and assumes
no responsibility with respect to any statements, warranties or representations
made in or in connection with the Credit Agreement or with respect to the
execution, legality, validity, enforceability, genuineness, sufficiency or value
of the Credit Agreement, any Notes or any other instrument or document furnished
pursuant thereto, other than that the Assignor has not created any adverse claim
upon the interest being assigned by it hereunder and that such interest is free
and clear of any such adverse claim; (b) makes no representation or warranty and
assumes no responsibility with respect to the financial condition of the
Company, any of its Subsidiaries or any other obligor or the performance or
observance by the Company, any of its Subsidiaries or any other obligor of any
of their respective obligations under the Credit Agreement, any Notes or any
other instrument or document furnished pursuant hereto or thereto; and (c)
attaches any Notes held by it evidencing the Assigned Loan and (i) requests that
the Administrative Agent, upon request by the Assignee, exchange the attached
Notes for a new Note or Notes payable to the Assignee and (ii) if the Assignor
has retained any interest in any Note evidencing the Assigned Loan, requests
that the Administrative Agent exchange the attached Notes for a new Note or
Notes payable to the Assignor, in each case in amounts which reflect the
assignment being made hereby (and after giving effect to any other assignments
which have become effective on the Effective Date).

        3.     The Assignee (a) represents and warrants that it is legally
authorized to enter into this Competitive Loan Assignment; (b) confirms that it
has received a copy of the Credit Agreement, together with copies of the
financial statements delivered pursuant to subsection 3.1 thereof and such other
documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into this Competitive Loan Assignment; (c) agrees
that it will, independently and without reliance upon the Assignor, the
Administrative Agent or any Lender and based on such documents and information
as it shall deem appropriate at the time, continue to make


                                                                               2

its own credit decisions in taking or not taking action permitted by the Credit
Agreement, any Notes or any other instrument or document furnished pursuant
hereto or thereto; (d) appoints and authorizes the Administrative Agent to take
such action as agent on its behalf and to exercise such powers and discretion
under the Credit Agreement, any Notes or any other instrument or document
furnished pursuant hereto or thereto as are delegated to the Administrative
Agent by the terms thereof, together with such powers as are incidental thereto;
and (e) agrees that it will be bound by the terms and conditions contained in
the Credit Agreement applicable to it (including, without limitation, the terms
and conditions contained in subsections 9.6 and 9.7 thereof) and will perform in
accordance with such terms all the obligations which by the terms of the Credit
Agreement are required to be performed by it, including its obligations pursuant
to subsection 2.12 of the Credit Agreement.

        4.     The effective date of this Competitive Loan Assignment shall be
the Effective Date of Assignment described in Schedule 1 hereto (the "Effective
Date"). Following the execution of this Competitive Loan Assignment, it will be
delivered to the Administrative Agent for acceptance by it and recording by the
Administrative Agent pursuant to the Credit Agreement, effective as of the
Effective Date (which shall not, unless otherwise agreed to by the
Administrative Agent, be earlier than five Business Days after the date of such
acceptance and recording by the Administrative Agent).

        5.     (Option 1: Upon such acceptance and recording, from and after the
Effective Date, the Assignor shall act as collection agent for the Assignee
hereunder, and the Administrative Agent shall pay all amounts (including
payments of principal, interest, fees and other amounts) received from the
Company which are allocable to the Assigned Loan and any Note evidencing such
Assigned Loan directly to the Assignor without any further liability to the
Assignee.) (Option 2: Upon such acceptance and recording, from and after the
Effective Date, the Administrative Agent shall make all payments in respect of
the Assigned Loan and any Note evidencing such Assigned Loan (including payments
of principal, interest, fees and other amounts) to the Assignor for amounts
which have accrued to the Effective Date and to the Assignee for amounts which
have accrued subsequent to the Effective Date.)

        6.     Any payments to the Competitive Loan Assignee in respect of the
Assigned Loan shall be made in accordance with the payment instructions set
forth on Schedule 2 hereto.

        7.     This Competitive Loan Assignment shall be governed by and
construed in accordance with the laws of the State of New York.

IN WITNESS WHEREOF, the parties hereto have caused this Competitive Loan
Assignment to be executed as of the date first above written by their respective
duly authorized officers on Schedule 1 hereto.



                                   Schedule 1
                         to Competitive Loan Assignment

Name of Assignor:

Name of Assignee:

Address for Notices:

Contact:
Title:
Telephone No.:
Fax No.:

Lending Office Address:

Contact:
Title:
Telephone No.:
Fax No.:

Effective Date of Assignment:

Competitive Loan Assigned       Principal Amount Assigned     Maturity Date
                                $
                                ------------------

- ------------------                                ------------------
(Name of Assignee)                                (Name of Assignor)

By:                                               By:
Name:                                             Name:
Title:                                            Title:

Accepted:

JPMORGAN CHASE BANK, as Administrative Agent

By:
Name:
Title:



                                   Schedule 2
                         to Competitive Loan Assignment

                                Payment Instructions



                                                                       EXHIBIT J

                                     FORM OF
                            ASSIGNMENT AND ACCEPTANCE

        Reference is made to the 364-Day Credit Agreement, dated as of June 23,
2003 (as amended, supplemented or otherwise modified from time to time, the
"Credit Agreement"), among Dow Jones & Company, Inc. (the "Company"), the
Lenders named therein, JPMorgan Chase Bank (f/k/a The Chase Manhattan Bank), as
administrative agent for the Lenders (in such capacity, the "Administrative
Agent"), Lloyds TSB Bank plc and Mellon Bank, N.A., as Co-Documentation Agents,
and Fleet National Bank, as Syndication Agent. Unless otherwise defined herein,
terms defined in the Credit Agreement and used herein shall have the meanings
given to them in the Credit Agreement.

        The Assignor identified on Schedule l hereto (the "Assignor") and the
Assignee identified on Schedule l hereto (the "Assignee") agree as follows:

        1.     The Assignor hereby irrevocably sells and assigns to the Assignee
without recourse to the Assignor, and the Assignee hereby irrevocably purchases
and assumes from the Assignor without recourse to the Assignor, as of the
Effective Date (as defined below), the interest described in Schedule 1 hereto
(the "Assigned Interest") in and to the Assignor's rights and obligations under
the Credit Agreement.

        2.     The Assignor (a) makes no representation or warranty and assumes
no responsibility with respect to any statements, warranties or representations
made in or in connection with the Credit Agreement or with respect to the
execution, legality, validity, enforceability, genuineness, sufficiency or value
of the Credit Agreement, any Notes or any other instrument or document furnished
pursuant thereto, other than that the Assignor has not created any adverse claim
upon the interest being assigned by it hereunder and that such interest is free
and clear of any such adverse claim; (b) makes no representation or warranty and
assumes no responsibility with respect to the financial condition of the
Company, any of its Subsidiaries or any other obligor or the performance or
observance by the Company, any of its Subsidiaries or any other obligor of any
of their respective obligations under the Credit Agreement, any Notes or any
other instrument or document furnished pursuant hereto or thereto; and (c)
attaches any Notes held by it evidencing the Assigned Interest and (i) requests
that the Administrative Agent, upon request by the Assignee, exchange the
attached Notes for a new Note or Notes payable to the Assignee and (ii) if the
Assignor has retained any interest in any Note evidencing the Assigned Interest,
requests that the Administrative Agent exchange the attached Notes for a new
Note or Notes payable to the Assignor, in each case in amounts which reflect the
assignment being made hereby (and after giving effect to any other assignments
which have become effective on the Effective Date).

        3.     The Assignee (a) represents and warrants that it is legally
authorized to enter into this Assignment and Acceptance; (b) confirms that it
has received a copy of the Credit Agreement, together with copies of the
financial statements delivered pursuant to subsection 3.1 thereof and such other
documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into this Assignment and Acceptance; (c) agrees
that it will, independently and without reliance upon the Assignor, the
Administrative Agent or any other Lender and based on such documents and
information as it shall deem appropriate at the time, continue



                                                                               2

to make its own credit decisions in taking or not taking action under the Credit
Agreement, any Notes or any other instrument or document furnished pursuant
hereto or thereto; (d) appoints and authorizes the Administrative Agent to take
such action as agent on its behalf and to exercise such powers and discretion
under the Credit Agreement or any other instrument or document furnished
pursuant hereto or thereto as are delegated to the Administrative Agent by the
terms thereof, together with such powers as are incidental thereto; and (e)
agrees that it will be bound by the provisions of the Credit Agreement and will
perform in accordance with its terms all the obligations which by the terms of
the Credit Agreement are required to be performed by it as a Lender, including
its obligations pursuant to subsection 2.12 of the Credit Agreement.

        4.     The effective date of this Assignment and Acceptance shall be the
Effective Date of Assignment described in Schedule 1 hereto (the "Effective
Date"). Following the execution of this Assignment and Acceptance, it will be
delivered to the Administrative Agent for acceptance by it and recording by the
Administrative Agent pursuant to the Credit Agreement, effective as of the
Effective Date (which shall not, unless otherwise agreed to by the
Administrative Agent, be earlier than five Business Days after the date of such
acceptance and recording by the Administrative Agent).

        5.     Upon such acceptance and recording, from and after the Effective
Date, the Administrative Agent shall make all payments in respect of the
Assigned Interest (including payments of principal, interest, fees and other
amounts) to the Assignor for amounts which have accrued to the Effective Date
and to the Assignee for amounts which have accrued subsequent to the Effective
Date.

        6.     From and after the Effective Date, (a) the Assignee shall be a
party to the Credit Agreement and, to the extent provided in this Assignment and
Acceptance, have the rights and obligations of a Lender thereunder and shall be
bound by the provisions thereof, and (b) the Assignor shall, to the extent
provided in this Assignment and Acceptance, relinquish its rights and be
released from its obligations under the Credit Agreement.

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

        IN WITNESS WHEREOF, the parties hereto have caused this Assignment and
Acceptance to be executed as of the date first above written by their respective
duly authorized officers on Schedule 1 hereto.



                                   Schedule 1
                          to Assignment and Acceptance

Name of Assignor:

Name of Assignee:

Effective Date of Assignment:

Principal Amount Assigned            Commitment Percentage Assigned(1)
$                                               %
- -----------------                        --------

(Name of Assignee)                              (Name of Assignor)

By:                                             By:
Name:                                           Name:
Title:                                          Title:

Accepted:                                       Consented to:

JPMORGAN CHASE BANK, as             DOW JONES & COMPANY, INC.
  Administrative Agent
By:                                   By:
Name:                                 Name:
Title:                                Title:

                                    JPMORGAN CHASE BANK, as
                                    Administrative Agent

                                    By:
                                    Name:
                                    Title:

(1) Calculate the Commitment Percentage that is assigned to at least 15 decimal
places and show as a percentage of the aggregate commitments of all lenders.

EX-10.2

                                                                    Exhibit 10.2

                       FIRST AMENDMENT TO CREDIT AGREEMENT

        FIRST AMENDMENT, dated as of June 23, 2003 (this "Amendment"), to the
4-Year Credit Agreement, dated as of June 24, 2002 (as amended, supplemented or
otherwise modified from time to time, the "Credit Agreement"), among DOW JONES &
COMPANY, INC. (the "Company"), the several banks and other financial
institutions from time to time parties thereto (the "Lenders"), LLOYDS TSB BANK
PLC and MELLON BANK, N.A., as co-documentation agents (in such capacity, the
"Documentation Agent"), THE BANK OF NEW YORK and FLEET NATIONAL BANK, as co-
syndication agents (in such capacity, the "Syndication Agent") and JPMorgan
Chase Bank (f/k/a The Chase Manhattan Bank), as administrative agent (in such
capacity, the "Administrative Agent").

                              W I T N E S S E T H :

        WHEREAS, the parties hereto desire to amend the Credit Agreement on the
terms and subject to the conditions set forth herein.

        NOW, THEREFORE, in consideration of the premises herein contained and
for other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto agree as follows:

     1.   Defined Terms. Unless otherwise defined herein, capitalized terms used
herein which are defined in the Credit Agreement are used herein as therein
defined.

     2.   Amendment to Subsection 1.1 of the Credit Agreement.

          (a)  The definition of "Consolidated Interest Expense" in Subsection
1.1 of the Credit Agreement is hereby amended by (i) deleting the period at the
end of such definition and substituting in lieu thereof a comma and (ii)
inserting the words "and including, whether or not it would be treated as
interest expense in accordance with GAAP, the accretion during such period on
the "contract guarantee obligations" described in clause (d) of the definition
of Consolidated Total Indebtedness."

          (b)  The definition of "Consolidated Total Indebtedness" in Subsection
1.1 of the Credit Agreement is hereby amended by (i) deleting the word "and" at
the end of subsection (b) and substituting in lieu thereof a comma, (ii)
deleting the period at the end of subsection (c) and inserting in lieu thereof
the word "and" and (iii) adding the following new subsection (d):

               "(d) all amounts reflected on the Company's consolidated balance
sheet for "contract guarantee obligations" relating to the litigation described
in Section 3.6(b)."


                                                                               2

     3.   Amendment to Subsection 3.6 of the Credit Agreement. Subsection 3.6 of
the Credit Agreement is hereby amended by deleting, in its entirety, subsection
(b) thereof and substituting in lieu thereof the following:

          "(b) except for the litigation with Cantor Fitzgerald Securities and
Market Data Corporation that is described in "Legal Proceedings" and Note 3 to
the financial statements included in the Company's Form 10-Q report for the
first quarter of 2003, which could reasonably be expected to have a material
adverse effect on the business, operations, property or financial or other
condition of the Company and its Subsidiaries taken as a whole."

     4.   Conditions to Effectiveness. This Amendment shall become effective as
of the date set forth above upon satisfaction of the following conditions
precedent:
(a) The Administrative Agent shall have received counterparts of this Amendment
executed by the Company and the Required Lenders; and
(b) The Administrative Agent shall have received counterparts of each of (i) the
Second Amendment to the 5-Year Credit Agreement executed and delivered by the
Company and the Required Lenders (as defined therein) and (ii) the 364-Day
Credit Agreement executed and delivered by the Company and all other parties
thereto.

     5.   Limited Effect. Except as expressly amended hereby, all of the
provisions, covenants, terms and conditions of the Credit Agreement are and
shall continue to be in full force and effect.

     6.   Representations and Warranties. The representations and warranties
made by the Company contained in the Credit Agreement are true and correct on
and as of the date hereof after giving effect to this Amendment.

     7.   Counterparts. This Amendment may be executed in counterparts and all
of said counterparts taken together shall be deemed to constitute one and the
same instrument.

     8.   GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.



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

DOW JONES & COMPANY, INC.

By: /s/ Christopher W. Vieth
    ------------------------
Name:   Christopher W. Vieth
Title:  Vice President and Chief
        Financial Officer

JPMORGAN CHASE BANK,
As Administrative Agent and as a Lender

By:  /s/ Peter B. Thauer
     -------------------
Name: Peter B. Thauer
Title: Vice President

FLEET NATIONAL BANK

By: /s/ Denis D. Hamboyan
    ---------------------
Name: Denis D. Hamboyan
Title: Managing Director

  THE BANK OF NEW YORK

By: /s/ John C. Lambert
    -------------------
Name: John C. Lambert
Title: Senior Vice President

LLOYDS TSB BANK PLC

By: /s/ Richard M. Heath
    --------------------
Name: Richard M. Heath
Title: Vice President, Corporate Banking, USA
       H009




By: /s/ Catherine Rankin
    --------------------
Name: Catherine Rankin
Title: Assistant Vice President,
       Corporate Banking, USA
       R027

MELLON BANK, N.A.

By: /s/ J. Wade Bell
    ----------------
Name: J. Wade Bell
Title: Vice President

HSBC BANK USA

By: /s/ Jeffrey Rothman
    -------------------
Name: Jeffrey Rothman
Title: Senior Banker

BANK OF TOKYO-MITSUBISHI TRUST COMPANY

By: /s/ Christian Giordano
   ----------------------
Name: Christian Giordano
Title: Vice President

  THE NORTHERN TRUST COMPANY

By: /s/ John A. Konstantos
    ----------------------
Name: John A. Konstantos
Title: Vice President

MERRILL LYNCH BANK USA

By: /s/ Preston L. Jackson
    ----------------------
Name: Preston L. Jackson
Title: President & CEO

EX-10.3

                                                                    EXHIBIT 10.3

                      SECOND AMENDMENT TO CREDIT AGREEMENT

     SECOND AMENDMENT, dated as of June 23, 2003 (this "Amendment"), to the
5-Year Credit Agreement, dated as of June 25, 2001 (as amended, supplemented or
otherwise modified from time to time, the "Credit Agreement"), among DOW JONES &
COMPANY, INC. (the "Company"), the several banks and other financial
institutions from time to time parties thereto (the "Lenders"), LLOYDS TSB BANK
PLC and WESTDEUTSCHE LANDESBANK GIROZENTRALE, as co-documentation agents (in
such capacity, the "Documentation Agent"), THE BANK OF NEW YORK and FLEET
NATIONAL BANK, as co- syndication agents (in such capacity, the "Syndication
Agent") and JPMorgan Chase Bank (f/k/a The Chase Manhattan Bank), as
administrative agent (in such capacity, the "Administrative Agent").

                              W I T N E S S E T H :

     WHEREAS, the parties hereto desire to amend the Credit Agreement on the
terms and subject to the conditions set forth herein.

     NOW, THEREFORE, in consideration of the premises herein contained and for
other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto agree as follows:

     1.   Defined Terms. Unless otherwise defined herein, capitalized terms used
herein which are defined in the Credit Agreement are used herein as therein
defined.

     2.   Amendment to Subsection 1.1 of the Credit Agreement.

     (a)  The definition of "Consolidated Interest Expense" in Subsection 1.1 of
the Credit Agreement is hereby amended by (i) deleting the period at the end of
such definition and substituting in lieu thereof a comma and (ii) inserting the
words "and including, whether or not it would be treated as interest expense in
accordance with GAAP, the accretion during such period on the "contract
guarantee obligations" described in clause (d) of the definition of Consolidated
Total Indebtedness."

     (b)  The definition of "Consolidated Total Indebtedness" in Subsection 1.1
of the Credit Agreement is hereby amended by (i) deleting the word "and" at the
end of subsection (b) and substituting in lieu thereof a comma, (ii) deleting
the period at the end of subsection (c) and inserting in lieu thereof the word
"and" and (iii) adding the following new subsection (d):

     "(d) all amounts reflected on the Company's consolidated balance sheet for
"contract guarantee obligations" relating to the litigation described in Section
3.6(b)."



                                                                               2

     3.   Amendment to Subsection 3.6 of the Credit Agreement. Subsection 3.6 of
the Credit Agreement is hereby amended by deleting, in its entirety, subsection
(b) thereof and substituting in lieu thereof the following:

     "(b) except for the litigation with Cantor Fitzgerald Securities and Market
Data Corporation that is described in "Legal Proceedings" and Note 3 to the
financial statements included in the Company's Form 10-Q report for the first
quarter of 2003, which could reasonably be expected to have a material adverse
effect on the business, operations, property or financial or other condition of
the Company and its Subsidiaries taken as a whole."

     4.   Conditions to Effectiveness. This Amendment shall become effective as
of the date set forth above upon satisfaction of the following conditions
precedent:

     (a)  The Administrative Agent shall have received counterparts of this
Amendment executed by the Company and the Required Lenders; and

     (b)  The Administrative Agent shall have received counterparts of each of
(i) the First Amendment to the 4-Year Credit Agreement executed and delivered by
the Company and the Required Lenders (as defined therein) and (ii) the 364-Day
Credit Agreement executed and delivered by the Company and all other parties
thereto.

     5.   Limited Effect. Except as expressly amended hereby, all of the
provisions, covenants, terms and conditions of the Credit Agreement are and
shall continue to be in full force and effect.

     6.   Representations and Warranties. The representations and warranties
made by the Company contained in the Credit Agreement are true and correct on
and as of the date hereof after giving effect to this Amendment.

     7.   Counterparts. This Amendment may be executed in counterparts and all
of said counterparts taken together shall be deemed to constitute one and the
same instrument.

     8.   GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.



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


DOW JONES & COMPANY, INC.

By: /s/ Christopher W. Vieth
    ------------------------
Name: Christopher W. Vieth
Title: Vice President and Chief
       Financial Officer

JPMORGAN CHASE BANK,
As Administrative Agent and as a Lender

By: /s/ Peter B. Thauer
    -------------------
Name: Peter B. Thauer
Title: Vice President

 BANCA NAZIONALE DEL LAVORO S.P.A.,
 NEW YORK BRANCH

By: /s/ Francesco Di Mario
    ----------------------
Name: Francesco Di Mario
Title: Vice President

By: /s/ Leonardo Valentini
    ----------------------
Name: Leonardo Valentini
Title: First Vice President

BANK OF TOKYO-MITSUBISHI TRUST COMPANY

By: /s/ Christian Giordano
    ----------------------
Name: Christian Giordano
Title: Vice President

FLEET NATIONAL BANK

By: /s/ Denis D. Hamboyan
    ---------------------
Name: Denis D. Hamboyan
Title: Managing Director



 HSBC BANK USA

By: /s/ Jeffrey Rothman
    -------------------
Name: Jeffrey Rothman
Title: Senior Banker

LLOYDS TSB BANK PLC

By: /s/ Richard M. Heath
    --------------------
Name: Richard M. Heath
Title: Vice President, Corporate Banking, USA
        H009

By: /s/ Catherine Rankin
    --------------------
Name: Catherine Rankin
Title: Assistant Vice President,
       Corporate Banking, USA  R027

 MELLON BANK, N.A.

By: /s/ J. Wade Bell
    ----------------
Name: J. Wade Bell
Title: Vice President

 MERRILL LYNCH BANK USA

By: /s/ Preston L. Jackson
    ----------------------
Name: Preston L. Jackson
Title: President & CEO

NATIONAL AUSTRALIA BANK LIMITED,
A.C.N. 004044937

By: /s/ Eduardo Salazan
    -------------------
Name: Eduardo Salazan
Title: SVP & Head TMT - Americas

THE BANK OF NEW YORK

By: /s/ John C. Lambert
    -------------------
Name: John C. Lambert
Title: Senior Vice President



 THE NORTHERN TRUST COMPANY

By: /s/ John A. Konstantos
    ----------------------
Name: John A. Konstantos
Title: Vice President

 WESTDEUTSCHE LANDESBANK GIROZENTRALE

By: /s/ Richard Pearse
    ------------------
Name: Richard Pearse
Title: Executive Director

By: /s/ Sal Battinelli
    ------------------
Name: Sal Battinelli
Title: Managing Director

EX-31

                                                                    Exhibit 31.1

CERTIFICATIONS

I, Peter R. Kann, certify that:

1. I have reviewed this quarterly report on Form 10-Q for the period ending June
30, 2003 of Dow Jones & Company, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;

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

4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;

b) Evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report, based on such evaluation; and

(c) Disclosed in this report any change in the registrant's internal control
over financial reporting that occurred during the registrant's most recent
fiscal quarter (the registrant's fourth quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control over
financial reporting.

Date:

/s/ Peter R. Kann
- ----------------------
Peter R. Kann
Chief Executive Officer

EX-31

                                                                    Exhibit 31.2

CERTIFICATIONS

I, Christopher W. Vieth, certify that:

1. I have reviewed this quarterly report on Form 10-Q for the period ending June
30, 2003 of Dow Jones & Company, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;

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

4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;

b) Evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report, based on such evaluation; and

(c) Disclosed in this report any change in the registrant's internal control
over financial reporting that occurred during the registrant's most recent
fiscal quarter (the registrant's fourth quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control over
financial reporting.

Date:

/s/ Christopher W. Vieth
- ------------------------
Christopher W. Vieth
Chief Financial Officer

EX-32

                                                                    Exhibit 32.1

Statement Pursuant to Section 1350(a) of title 18, United States Code

The undersigned, Peter R. Kann and Christopher W. Vieth, certify that:

(1)  The Quarterly Report on Form 10-Q of Dow Jones & Company, Inc. (the
     "Company") for the Quarterly Period Ended June 30, 2003 (the "Form 10-Q"),
     which is being filed today with the Securities and Exchange Commission,
     fully complies with the requirements of section 13(a) or 15(d) of the
     Securities and Exchange Act of 1934.

(2)  The information contained in the Form 10-Q fairly presents, in all material
     respects, the financial condition and results of operations of the Company.

                                        /s/ Peter R. Kann
                                        ------------------------
                                        Peter R. Kann
                                        Chief Executive Officer,
                                        Dow Jones & Company, Inc.
                                        Dated:  August 11, 2003

                                        /s/ Christopher W. Vieth
                                        ------------------------
                                        Christopher W. Vieth
                                        Chief Financial Officer,
                                        Dow Jones & Company, Inc.
                                        Dated:  August 11, 2003