10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

          (Mark One)

x Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934

For the quarterly period ended June 26, 2004

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 1-10948

Office Depot, Inc.

(Exact name of registrant as specified in its charter)

Delaware	59-2663954
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

2200 Old Germantown Road; Delray Beach, Florida	33445
(Address of principal executive offices)	(Zip Code)

(561) 438-4800
(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x            No 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 registrant had 313,278,423 shares of common stock outstanding as of July 15, 2004.

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION
	Item 1 FINANCIAL STATEMENTS
		CONDENSED CONSOLIDATED BALANCE SHEETS
		CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
		CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
		NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
	Item 2 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
	Item 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
	Item 4 CONTROLS AND PROCEDURES
PART II. OTHER INFORMATION
	Item 1 LEGAL PROCEEDINGS
	Item 2 CHANGES IN SECURITIES, USE OF PROCEEDS, AND ISSUER PURCHASES OF EQUITY SECURITIES
	Item 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
	Item 6 EXHIBITS AND REPORTS ON FORM 8-K
SIGNATURES
FIVE YEAR CREDIT AGREEMENT
CERTIFICATION OF THE CEO PURSUANT TO RULE 13a-14(a)/15d-14(a)
CERTIFICATION OF THE CFO PURSUANT TO RULE 13a-14(a)/15d-14(a)
CERTIFICATION OF THE CEO AND CFO PURSUANT TO SECTION 1350

PART I. FINANCIAL INFORMATION

Item 1 FINANCIAL STATEMENTS

OFFICE DEPOT, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share amounts)
(Unaudited)

	As of			As of
	June 26,			December 27,
	2004			2003
Assets
Current assets:
Cash and cash equivalents	$	904,562		$	790,889
Short-term investments		151,019			100,234
Receivables, net		1,122,352			1,112,417
Merchandise inventories, net		1,167,536			1,336,341
Deferred income taxes		157,295			169,542
Prepaid expenses and other current assets		98,724			67,305
Total current assets		3,601,488			3,576,728
Property and equipment, net		1,282,729			1,244,295
Goodwill		1,001,322			1,004,122
Other assets		311,638			320,097
Total assets	$	6,197,177		$	6,145,242
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	1,146,914		$	1,323,179
Accrued expenses and other current liabilities		780,354			809,073
Income taxes payable		186,349			132,085
Current maturities of long-term debt		9,576			12,916
Total current liabilities		2,123,193			2,277,253
Deferred income taxes and other long-term liabilities		263,256			244,600
Long-term debt, net of current maturities		825,126			829,302
Commitments and contingencies
Stockholders’ equity:
Common stock - authorized 800,000,000 shares of $.01 par value; issued 402,539,636 in 2004 and 398,822,742 in 2003		4,025			3,988
Additional paid-in capital		1,225,784			1,175,497
Unamortized value of long-term incentive stock grants		(1,683	)		(1,362	)
Accumulated other comprehensive income		175,253			214,764
Retained earnings		2,500,158			2,304,737
Treasury stock, at cost – 89,456,387 shares in 2004 and 88,628,803 in 2003		(917,935	)		(903,537	)
Total stockholders’ equity		2,985,602			2,794,087
Total liabilities and stockholders’ equity	$	6,197,177		$	6,145,242

This report should be read in conjunction with the Notes to Condensed Consolidated Financial Statements (“Notes”) herein and the Notes to Consolidated Financial Statements in the Office Depot, Inc. Form 10-K filed February 26, 2004 (the “2003 Form 10-K”).

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OFFICE DEPOT, INC.
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(In thousands, except per share amounts)
(Unaudited)

	13 Weeks Ended						26 Weeks Ended
	June 26,			June 28,			June 26,			June 28,
	2004			2003			2004			2003
Sales	$	3,162,324		$	2,815,691		$	6,767,477		$	5,871,560
Cost of goods sold and occupancy costs		2,188,628			1,955,575			4,657,789			4,052,466
Gross profit		973,696			860,116			2,109,688			1,819,094
Store and warehouse operating and selling expenses		699,667			651,461			1,489,714			1,322,625
General and administrative expenses		150,809			126,698			316,765			251,972
Other operating expenses		3,335			212			7,867			1,447
Operating profit		119,885			81,745			295,342			243,050
Other income (expense):
Interest income		4,416			4,505			7,872			9,855
Interest expense		(13,988	)		(11,517	)		(31,272	)		(23,255	)
Miscellaneous income, net		3,768			13,606			8,418			16,166
Earnings from continuing operations before income taxes and cumulative effect of accounting change		114,081			88,339			280,360			245,816
Income taxes		34,224			28,710			84,939			82,252
Earnings from continuing operations before cumulative effect of accounting change		79,857			59,629			195,421			163,564
Discontinued operations, net		—			—			—			1,153
Cumulative effect of accounting change, net		—			—			—			(25,892	)
Net earnings	$	79,857		$	59,629		$	195,421		$	138,825
Earnings per share from continuing operations before cumulative effect of accounting change:
Basic	$	0.26		$	0.19		$	0.63		$	0.53
Diluted		0.25			0.19			0.62			0.52
Cumulative effect of accounting change:
Basic		—			—			—			(0.08	)
Diluted		—			—			—			(0.08	)
Net earnings per share:
Basic	$	0.26		$	0.19		$	0.63		$	0.45
Diluted		0.25			0.19			0.62			0.45

This report should be read in conjunction with the Notes herein and the Notes to Consolidated Financial Statements in the 2003 Form 10-K.

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OFFICE DEPOT, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)

	26 Weeks Ended
	June 26,			June 28,
	2004			2003
Cash flow from operating activities:
Net earnings	$	195,421		$	138,825
Adjustments to reconcile net earnings to net cash provided by operating activities:
Cumulative effect of accounting change, net		—			25,892
Depreciation and amortization		127,772			110,761
Charges for losses on inventories and receivables		58,206			69,782
Changes in working capital and other		(73,765	)		(171,127	)
Net cash provided by operating activities		307,634			174,133
Cash flows from investing activities:
Acquisition, net of cash acquired		(7,900	)		(624,998	)
Capital expenditures		(167,978	)		(91,465	)
Deposit on asset group purchase		(15,729	)		—
Proceeds from disposition of assets and deposits received		28,786			38,938
Purchase of short-term investments		(50,000	)		—
Sale of short-term investments		—			6,435
Net cash used in investing activities		(212,821	)		(671,090	)
Cash flows from financing activities:
Proceeds from exercise of stock options and sale of stock under employee stock purchase plans		45,674			9,473
Proceeds from borrowings		—			24,258
Acquisition of treasury stock		(14,189	)		—
Net payments on long- and short-term borrowings		(6,804	)		(8,296	)
Net cash provided by financing activities		24,681			25,435
Effect of exchange rate changes on cash and cash equivalents		(5,821	)		54,462
Net increase (decrease) in cash and cash equivalents		113,673			(417,060	)
Cash and cash equivalents at beginning of period		790,889			877,088
Cash and cash equivalents at end of period	$	904,562		$	460,028
Supplemental disclosure of other cash flow activities:
Interest paid	$	30,773		$	20,170
Income taxes paid		35,337			63,386
Supplemental disclosure of non-cash investing and financing activities:
Assets acquired under capital leases	$	14,100		$	684

This report should be read in conjunction with the Notes herein and the Notes to Consolidated Financial Statements in the 2003 Form 10-K.

4

OFFICE DEPOT, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Note A – Basis of Presentation

Office Depot, Inc., including consolidated subsidiaries (the “Company”), is a global supplier of office products and services. Fiscal years are based on a 52- or 53-week period ending on the last Saturday in December. The condensed consolidated balance sheet at December 27, 2003 has been derived from audited financial statements at that date. The condensed interim financial statements as of June 26, 2004 and for the 13- and 26-week periods ending June 26, 2004 (also referred to as “the second quarter of 2004” and “the first half of 2004,” respectively) and June 28, 2003 (also referred to as “the second quarter of 2003” and “the first half of 2003,” respectively) are unaudited. However, in our opinion, these financial statements reflect all adjustments (consisting only of normal, recurring items) necessary to provide a fair presentation of our financial position, results of operations and cash flows for the periods presented. Certain prior year amounts have been reclassified to conform to the current year’s presentation.

These interim results are not necessarily indicative of the results that should be expected for the full year. For a better understanding of the Company and its financial statements, we recommend reading these condensed interim financial statements in conjunction with the Company’s audited financial statements for the year ended December 27, 2003, which are included in our 2003 Annual Report on Form 10-K, filed on February 26, 2004.

In January 2003, the Company sold its Australian business and reported the after-tax gain of $1.2 million as discontinued operations. This gain was subsequently reduced to $0.2 million during 2003 based upon resolution of sale-date estimates.

At the start of fiscal year 2003, the Company adopted Emerging Issues Task Force (“EITF”) Issue No. 02-16, Accounting by a Reseller for Cash Consideration Received from a Vendor. This accounting change resulted in a $25.9 million after-tax charge, or $0.08 per share, reflecting the cumulative effect of adoption.

On June 2, 2003, the Company acquired all of the common stock of Guilbert S.A. (“Guilbert”), a corporate group that represented one of the largest contract stationers in Europe. The activities of Guilbert have been reflected in the financial statements since the date of acquisition.

Note B – Accounting for Stock-Based Compensation

The Company accounts for its stock-based compensation plans under Accounting Principles Board (“APB”) Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations. Had costs for these plans been determined using the fair value accounting method as prescribed in Statement of Financial Accounting Standard (“FAS”) No. 123, Accounting for Stock-Based Compensation, as amended, the Company would have recognized additional compensation expense as indicated in the pro forma information below.

5

	Second Quarter						First Half
(In thousands, except per share amounts)	2004			2003			2004			2003
Net earnings as reported	$	79,857		$	59,629		$	195,421		$	138,825
Stock based employee compensation cost included in net earnings as reported, net of tax		142			58			231			191
Compensation expense under FAS 123, net of tax		(4,765	)		(5,987	)		(9,471	)		(10,879	)
Pro forma net earnings	$	75,234		$	53,700		$	186,181		$	128,137
Net earnings per share – Basic
As reported	$	0.26		$	0.19		$	0.63		$	0.45
Pro forma		0.24			0.17			0.60			0.42
Net earnings per share – Diluted
As reported	$	0.25		$	0.19		$	0.62		$	0.45
Pro forma		0.24			0.17			0.59			0.41

Note C – Comprehensive Income

Comprehensive income represents all non-owner changes in stockholders’ equity and consists of the following:

	Second Quarter					First Half
(In thousands)	2004			2003		2004			2003
Net earnings	$	79,857		$	59,629	$	195,421		$	138,825
Other comprehensive income (loss):
Foreign currency translation adjustments, net		(8,344	)		62,660		(37,252	)		78,381
Amortization of gain on cash flow hedge		(414	)		—		(829	)		—
Unrealized losses on available-for-sale securities		(1,114	)		—		(1,430	)		—
Total comprehensive income	$	69,985		$	122,289	$	155,910		$	217,206

Note D – Asset Group Purchase

In March 2004, the Company announced it had reached an agreement with Toys “R” Us, Inc. to acquire 124 of their former Kids “R” Us stores for $197 million in cash plus the assumption of lease obligations. Also in March, the Company reached an agreement with PETCO Animal Supplies, Inc. under which PETCO agreed to acquire from the Company 20 of the former Kids “R” Us stores for approximately $45 million in cash plus the assumption of related lease obligations. Through the end of the second quarter, the Company has closed on the purchase of 25 stores and 15 stores have been removed from the transaction through price adjustments and mutual agreement. Of the total stores to be acquired (currently 109, after the agreed upon removals), the Company plans to convert 45 to 50 of these stores to Office Depot retail stores and intends to sell or sublet the remaining stores. The remaining portions of this transaction are expected to close in phases over the second half of 2004.

6

Note E – Earnings Per Share (“EPS”)

The information required to compute basic and diluted EPS is as follows:

	Second Quarter				First Half
(In thousands, except share amounts)	2004		2003		2004		2003
Numerator:
Net earnings	$	79,857	$	59,629	$	195,421	$	138,825
Denominator:
Weighted average shares outstanding:
Basic		312,356		308,560		311,309		308,267
Effect of dilutive stock options		4,638		3,752		4,567		3,499
Diluted		316,994		312,312		315,876		311,766
EPS:
Basic	$	0.26	$	0.19	$	0.63	$	0.45
Diluted	$	0.25	$	0.19	$	0.62	$	0.45

Options to purchase approximately 12.5 million shares of common stock were not included in our computation of diluted earnings per share for the second quarter of 2004 because their weighted average effect would have been anti-dilutive.

Note F – Segment Information

The following is a summary of our significant accounts and balances by segment, reconciled to consolidated totals. The International Group referred to below was formerly referred to as the International Division; no changes have been made to operations or balances.

	Sales
	Second Quarter						First Half
(In thousands)	2004			2003			2004			2003
International Group	$	826,850		$	570,874		$	1,801,627		$	1,073,411
Business Services Group		995,494			967,602			2,021,881			1,991,868
North American Retail Division		1,340,495			1,278,054			2,945,070			2,807,844
Total reportable segments		3,162,839			2,816,530			6,768,578			5,873,123
Eliminations		(515	)		(839	)		(1,101	)		(1,563	)
Total	$	3,162,324		$	2,815,691		$	6,767,477		$	5,871,560

	Segment Operating Profit
	Second Quarter						First Half
(In thousands)	2004			2003			2004			2003
International Group	$	106,782		$	70,655		$	243,886		$	143,345
Business Services Group		95,984			91,669			192,805			188,714
North American Retail Division		71,311			46,419			183,597			164,573
Total reportable segments		274,077			208,743			620,288			496,632
Eliminations		(48	)		(88	)		(314	)		(163	)
Total	$	274,029		$	208,655		$	619,974		$	496,469

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A reconciliation of the measure of segment operating profit to consolidated earnings from continuing operations before income taxes and cumulative effect of accounting change is as follows:

	Second Quarter						First Half
(In thousands)	2004			2003			2004			2003
Total segment operating profit	$	274,029		$	208,655		$	619,974		$	496,469
General and administrative expenses		(150,809	)		(126,698	)		(316,765	)		(251,972	)
Interest income		4,416			4,505			7,872			9,855
Interest expense		(13,988	)		(11,517	)		(31,272	)		(23,255	)
Other, net		433			13,394			551			14,719
Earnings from continuing operations before income taxes and cumulative effect of accounting change	$	114,081		$	88,339		$	280,360		$	245,816

The Company has been reviewing the costs and benefits of additional allocations of general and administrative and other expenses to the operating segments but has not yet concluded this analysis.

Total assets and goodwill by segment are as follows:

	Total Assets				Goodwill
	June 26,		December 27,		June 26,		December 27,
(In thousands)	2004		2003		2004		2003
International Group	$	2,210,594	$	2,255,846	$	769,682	$	772,433
Business Services Group		985,934		988,753		229,950		229,950
North American Retail Division		1,507,282		1,551,734		1,690		1,739
Total from reportable segments		4,703,810		4,796,333		1,001,322		1,004,122
Other		1,493,367		1,348,909		—		—
Total	$	6,197,177	$	6,145,242	$	1,001,322	$	1,004,122

The reduction in goodwill assigned to the International Group reflects a net decrease in Guilbert-related integration balances, primarily from completion or adjustments to plans and values estimated in initial purchase accounting balances. Changes in currency exchange rates also affected the balances assigned to the International Group and North American Retail Division.

Note G – Pension Disclosures

The Company assumed two defined benefit pension plans in connection with the acquisition of Guilbert in June 2003. Actuarial information for these plans was not available until the fourth quarter of 2003. Pension-related disclosures for 2004 are as follows:

	Second			First
(In millions)	Quarter			Half
Service cost	$	2.1		$	4.3
Interest cost		2.2			4.3
Expected return on assets		(1.6	)		(3.2	)
Net periodic pension cost	$	2.7		$	5.4
Amount funded	$	1.5		$	3.1

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Item 2 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

GENERAL

Office Depot, Inc., together with our subsidiaries (collectively, the “Company”), is a global supplier of office products and services. We sell to consumers and businesses of all sizes through our three business segments: International Group, Business Services Group (“BSG”), and North American Retail Division. In prior periods, our International Group was referred to as the International Division; no changes have been made to operations or balances.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to provide information to assist you in better understanding and evaluating our financial condition and results of operations. We recommend that you read this MD&A in conjunction with our condensed consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q, as well as our 2003 Annual Report on Form 10-K.

This MD&A contains a significant amount of forward-looking information. Without limitation, when we use the words “estimate,” “plan,” “probably,” “should,” “may,” “project,” “intend,” “expect,” “believe,” “anticipate,” “continue,” and similar expressions in this Quarterly Report on Form 10-Q, we are identifying forward-looking statements. Our Cautionary Statements, which you will find following this MD&A and following the MD&A in our 2003 Annual Report on Form 10-K, apply to these forward-looking statements.

RESULTS OF OPERATIONS

OVERVIEW

Diluted earnings per share increased to $0.25 for the second quarter of 2004 and $0.62 for the six months ended in June 2004, compared to $0.19 and $0.45 for the same periods in 2003. The increase in earnings reflects growth in the International Group with the addition of Guilbert S.A. (“Guilbert”) in June 2003 and positive foreign currency effects, as well as lower operating costs in BSG, and continued positive comparable store (“comp”) sales in North American Retail Division. GAAP earnings of $0.25 per share for the second quarter of 2004 include a one-time gain of $0.02 per share from the settlement of certain claims related to our distribution network in Europe. The Company expects to incur expenses (including capital expenditures) in future fiscal periods related to this facility, and those costs may equal or exceed the gain realized from this recovery.

During the second quarter of 2003, the Company recognized a foreign currency gain of $0.03 per share from holding foreign currency in advance of the acquisition of Guilbert. Additional information about the Company’s performance for the quarter and year-to-date is provided in the discussion of segment results below.

At the start of fiscal year 2003, the Company adopted Emerging Issues Task Force (“EITF”) Issue No. 02-16, Accounting by a Reseller for Cash Consideration Received from a Vendor. This accounting change resulted in a $25.9 million after-tax charge, or $0.08 per share, reflecting the cumulative effect of adoption.

The operations of Guilbert have been included in our financial statements since June 2, 2003, the date of acquisition. Accordingly, the second quarter and first half of 2003 include only one month of Guilbert operations, compared to three and six months of Guilbert operations in 2004.

9

Overall	Second Quarter								First Half
($ in millions)	2004				2003				2004				2003
Sales	$	3,162.3	100.0	%	$	2,815.7	100.0	%	$	6,767.5	100.0	%	$	5,871.6	100.0	%
Cost of goods sold and occupancy costs		2,188.6	69.2	%		1,955.6	69.5	%		4,657.8	68.8	%		4,052.5	69.0	%
Gross profit		973.7	30.8	%		860.1	30.5	%		2,109.7	31.2	%		1,819.1	31.0	%
Store and warehouse operating and selling expenses		699.7	22.1	%		651.5	23.1	%		1,489.7	22.0	%		1,322.6	22.5	%
Segment operating profit		274.0	8.7	%		208.6	7.4	%		620.0	9.2	%		496.5	8.5	%
General and administrative expenses		150.8	4.8	%		126.7	4.5	%		316.8	4.7	%		252.0	4.3	%
Other operating expenses, net		3.3	0.1	%		0.2	0.0	%		7.9	0.1	%		1.4	0.0	%
Operating profit	$	119.9	3.8	%	$	81.7	2.9	%	$	295.3	4.4	%	$	243.1	4.2	%

The table above provides a subtotal for segment operating profit. We use this measure of performance to assess the operations of each business unit, and we believe it is useful to investors because it reflects each segment’s direct activity. Our general and administrative expenses primarily consist of personnel and related costs associated with global support functions. Because these functions support all segments of our business, we do not consider these costs, or interest and certain other costs, in determining our segment profitability. Other companies may charge more or less general and administrative expenses and other costs to their segments, and our results therefore may not be comparable to similarly titled measures used by other entities. Our measure of segment operating profit should not be considered as an alternative to operating income or net earnings determined in accordance with accounting principles generally accepted in the United States of America.

INTERNATIONAL GROUP

	Second Quarter								First Half
($ in millions)	2004				2003				2004				2003
Sales	$	826.8	100.0	%	$	570.9	100.0	%	$	1,801.6	100.0	%	$	1,073.4	100.0	%
Cost of goods sold and occupancy costs		505.3	61.1	%		341.8	59.9	%		1,104.1	61.3	%		634.3	59.1	%
Gross profit		321.5	38.9	%		229.1	40.1	%		697.5	38.7	%		439.1	40.9	%
Store and warehouse operating and selling expenses		214.7	26.0	%		158.5	27.8	%		453.6	25.2	%		295.8	27.6	%
Segment operating profit	$	106.8	12.9	%	$	70.6	12.3	%	$	243.9	13.5	%	$	143.3	13.3	%

Sales in the International Group increased 45% (38% in local currency) in the second quarter and 68% (56% in local currency) in the first half of 2004, compared to the same periods in 2003. The increase in sales reflects additional revenue generated by the Guilbert contract business, whose operations have been included in our International results since acquisition on June 2, 2003. The change in exchange rates from the corresponding periods of the prior year increased sales reported in U.S. dollars by $42.0 million for the quarter and $122.9 million for the first half of the year. Second quarter sales measured in U.S. dollars increased in all countries, while local

10

currency declines were primarily in Germany, the Netherlands and Japan. European catalog sales declined slightly, as continued improvement in the United Kingdom was offset by softness in other major European countries. Catalog sales in recently opened markets continue to show strong percentage growth. Comparable contract sales declined in the quarter and year to date. European retail comp sales were positive for the second consecutive quarter, and positive comps are expected to continue over the second half of 2004.

Gross profit as a percentage of sales decreased in both the second quarter and first half of 2004, reflecting a higher mix of lower margin contract sales, partially offset by better buying and increased purchasing discounts following our acquisition of Guilbert.

The increase in total store and warehouse operating and selling expenses primarily reflects the addition of the Guilbert operations, partially offset by planned cost reductions. Additionally, during the second quarter of 2004, the Company recognized a $9.4 million gain from the settlement of certain claims related to our distribution network in Europe. The Company expects to incur expenses (including capital expenditures) in future fiscal periods related to this facility, and those costs may equal or exceed the gain realized from this recovery.

The Company has reached an agreement with its French Works Council on the planned closure of an existing Office Depot warehouse in France by mid-2005. These operations will be transferred to a newly constructed warehouse with less costly and more efficient operations. We expect severance-related and relocation costs to be approximately $19 million. Severance costs will be recognized over the employees’ future service period, and other costs will be recognized as incurred.

Segment operating profit was positively affected by foreign exchange rates during the second quarter and first half by $7.1 million and $19.9 million, respectively, when translated into U.S. dollars.

In April 2004, the Company announced the acquisition of the business in Hungary that previously operated Office Depot retail stores and a direct sales business under an Office Depot license agreement. The acquisition will be the Company’s first expansion into Eastern Europe as a wholly owned business, rather than under non-investment based licensed agreements. The acquisition and subsequent expansion adds four retail stores, a distribution center and additional Internet sales capabilities to the International Group’s operations. Future expansion is expected to add up to 17 stores in Hungary by the end of 2006. The acquisition did not have a significant impact on operations for the second quarter.

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BUSINESS SERVICES GROUP

	Second Quarter								First Half
($ in millions)	2004				2003				2004				2003
Sales	$	995.5	100.0	%	$	967.6	100.0	%	$	2,021.9	100.0	%	$	1,991.9	100.0	%
Cost of goods sold and occupancy costs		683.1	68.6	%		651.6	67.3	%		1,377.2	68.1	%		1,342.8	67.4	%
Gross profit		312.4	31.4	%		316.0	32.7	%		644.7	31.9	%		649.1	32.6	%
Store and warehouse operating and selling expenses		216.4	21.7	%		224.3	23.2	%		451.9	22.4	%		460.4	23.1	%
Segment operating profit	$	96.0	9.7	%	$	91.7	9.5	%	$	192.8	9.5	%	$	188.7	9.5	%

Business Services Group sales increased 3% in the second quarter and 2% in the first half of 2004. The increase reflects 3% growth in the contract business for both the quarter and year-to-date, offset by catalog sales declines early in the year. Catalog sales have shown improved trends during the second quarter of 2004. Domestic e-commerce sales grew by 12% for both the second quarter and for the first half of 2004. Total BSG sales in the furniture, supplies, and technology categories increased in both periods. Catalog sales of paper and other supplies declined during the second quarter.

The decline in gross profit as a percent of sales reflects increased catalog and e-commerce promotional activity, as well as absorption of higher product costs in some categories and a higher percentage of contract business that operates at somewhat lower margins.

Total store and warehouse operating and selling expenses decreased in both the second quarter and first half of 2004 compared to the same periods in 2003, reflecting continued success in streamlining operations. As the Company has shifted toward third party deliveries, those fees have increased, while payroll and in-house delivery-related costs have declined resulting in an overall decline in delivery costs as a percent of sales. Also during the period, advertising expense and accounts receivable collection fees declined.

NORTH AMERICAN RETAIL DIVISION

	Second Quarter								First Half
($ in millions)	2004				2003				2004				2003
Sales	$	1,340.5	100.0	%	$	1,278.1	100.0	%	$	2,945.1	100.0	%	$	2,807.8	100.0	%
Cost of goods sold and occupancy costs		1,000.6	74.6	%		962.6	75.3	%		2,177.2	73.9	%		2,076.1	73.9	%
Gross profit		339.9	25.4	%		315.5	24.7	%		767.9	26.1	%		731.7	26.1	%
Store and warehouse operating and selling expenses		268.6	20.1	%		269.1	21.1	%		584.3	19.9	%		567.1	20.2	%
Segment operating profit	$	71.3	5.3	%	$	46.4	3.6	%	$	183.6	6.2	%	$	164.6	5.9	%

Sales in the North American Retail Division increased 5%, both in the second quarter and in the first half of 2004, compared to the same periods in 2003. Comparable store sales in the 867 stores in the U.S. and Canada that have been open for more than one year increased 3% for both the second quarter and the first half of 2004.

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The increase in comparable sales for the second quarter was driven by an 18% increase in sales in the overall technology category and a 4% increase in furniture, reflecting focused advertising, as well as additional product selection and remerchandising efforts. For the six months ended June 2004, comparable sales of the overall technology category increased 15% and furniture increased 6%. While furniture increased, the aggregate furniture and other category declined 2% for the quarter and first half of 2004. Sales of core office supplies decreased 3% for the quarter and 1% for the first half of 2004, in part reflecting the higher sales in 2003 from the launch of Ink Depot. The number of comparable transactions decreased in our retail stores while average transaction size increased for both the second quarter and first half of 2004. In March 2004, the Company launched a customer loyalty program in an effort to drive traffic and increase sales and has registered over one million initial members.

Gross profit for the quarter and first half benefited from top line sales growth. Increases in sales of technology products, which generally have lower margins, adversely affected gross profit as a percentage of sales, but stronger furniture sales and lower occupancy costs provided benefits in both periods. Gross margin percentages in core office supply categories increased on a year-over-year basis. Additionally, enhanced product control and placement reduced inventory shrinkage during the period. These benefits were partially offset by costs associated with the loyalty program.

Store payroll expenses gained leverage from increased sales. Employee expenses declined from an improved staffing model, partially offset by increased benefit costs. Store operating costs declined, primarily from favorable comparisons to higher operating costs incurred in 2003 relating to the launch of Ink Depot. However, these savings were partially offset by planned higher advertising expenses in 2004 compared to the same period in the prior year. For the first half of 2004, operating expenses also reflect activities associated with three store closures.

During the second quarter, the Company opened one new retail store, bringing to four the number of new retail stores opened in the first half of 2004, and the total stores operated throughout the United States and Canada to 901. The North American Retail Division also sells through non-traditional locations such as military bases and grocery store locations. The number of non-traditional locations totaled 17 for the second quarter of 2004 and 10 for the same period in 2003.

The Company announced plans to acquire 124 former Kids “R” Us retail store locations from Toys “R” Us, Inc. As previously announced, the Company plans to dispose of a number of these stores, and to open approximately 45 to 50 Office Depot retail stores in the former Kids “R” Us locations that will be retained. This purchase will be completed in phases, with some stores transferred during the second quarter. Including the stores relating to this acquisition, the Company expects to open approximately 80 new stores during 2004.

On June 30, 2004, the Company revealed a new store format that has been designed to be more appealing to customers and less costly to construct and operate. This format, referred to as “M2,” is expected to be used in all future new store openings and in approximately 40 remodels during the remainder of 2004.

CORPORATE AND OTHER

Income and expenses not allocated to our business segments consist of general and administrative expenses, interest income and expense, income taxes and inter-segment transactions.

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Other Operating Expenses: For the second quarter and first half of 2004, costs relating to Guilbert integration activities totaled approximately $2.2 million and $5.6 million, respectively. Other expenses primarily relate to pre-opening activities.

General and Administrative Expenses: The increase in general and administrative expenses for the second quarter and first half of 2004 primarily reflects the addition of costs relating to our acquired Guilbert operations, as well as the impact of translating international general and administrative expenses at weaker U.S. dollar exchange rates, and increased compliance-related professional fees. As noted in our 2003 Annual Report on Form 10-K, other companies may charge more or less of their general and administrative costs to their segments; as a result, comparisons to their operations could be difficult. We continue to review the costs and benefits of additional allocations to the operating segments but have not yet concluded this analysis.

Interest Income and Expense: The decrease in interest income during the first half of 2004 compared to the same period last year reflects lower domestic interest earned on cash, coupled with a lower cash balance held in Europe, which earned a higher return in 2003. The increase in interest expense reflects the impact of additional interest relating to the issuance of $400 million of notes in August 2003.

Miscellaneous Income: Miscellaneous income for the second quarter and first half of 2003 includes recognition of approximately $11.7 million of net foreign currency gains, primarily resulting from holding euros during the second quarter of 2003 in advance of purchasing Guilbert on June 2, 2003.

Income Taxes: The effective income tax rate has declined to 30% this quarter. This decline reflects a higher proportion of international income, which is taxed at lower rates.

LIQUIDITY AND CAPITAL RESOURCES

During the first half of 2004, net cash provided by operating activities totaled $307.6 million, compared to $174.1 million during the same period last year. This change primarily reflects increased earnings and higher depreciation and amortization related to International expansion, as well as reduced working capital needs, primarily from changes in inventory and accounts payable balances.

Net cash used in investing activities was $212.8 million in the first half of 2004, compared to $671.1 million in the same period last year. The use in 2004 is primarily a result of capital expenditures, including payments made in connection with our acquisition of certain Kids “R” Us properties from Toys “R” Us, Inc., and a purchase of $50 million of short-term investments. Capital expenditures in the first half of 2004 also reflect payments to acquire land for a new corporate support center to be built in Boca Raton, Florida, the opening of four new office supply stores, and three relocations in North America, as well as continued spending on corporate information technology. The use in 2003 reflects the initial payment in June 2003 for the acquisition of Guilbert. The second installment of that acquisition was made in the third quarter of 2003. Investing activities in 2003 also reflect cash proceeds from the sale of our Australian business.

In March 2004, the Company announced it had reached an agreement with Toys “R” Us to acquire 124 of their former Kids “R” Us stores for $197 million in cash plus the assumption of lease obligations. Also in March, the Company reached an agreement with PETCO Animal Supplies, Inc. under which PETCO agreed to acquire from the Company 20 of the former Kids “R” Us stores for approximately $45 million in cash plus the assumption of related lease obligations. Through the end of the second quarter, the Company has closed on the purchase of 25 stores while 15 stores have been removed from the transaction by price adjustments and mutual agreement. Of the total properties to be acquired (currently 109, after the agreed upon removals), the Company plans to convert 45 to 50 of these stores to Office Depot retail stores and intends to sell or sublet

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the remaining stores. The remaining portions of this transaction are expected to close in phases over the second half of 2004.

In April 2004, the Company announced an agreement to acquire the business of Elso Iroda Superstore Kft, which has been operating Office Depot retail stores and direct sales businesses in Hungary under license from Office Depot. At acquisition, the company operated three retail stores, a distribution center and Internet sales facility in Hungary; a fourth retail store opened in the second quarter. The business is projected to generate $25 million (U.S. dollars) in sales during 2004, and is reported in the International Group.

The purchase price of Guilbert is subject to an upward adjustment of 40 million euro, payable at the Company’s discretion in Office Depot common stock or cash, if Office Depot stock closes above $20 per share for five consecutive days over an 18-month period following the closing date of the acquisition (beginning June 2, 2003).

Net cash provided by financing activities was $24.7 million in the first half of 2004 compared to $25.4 million during the same period in 2003. Issuance of common stock under employee-related plans added $45.7 million, partially offset by open market purchases of treasury stock.

In April 2004, the Company replaced its existing credit facility with a $750 million 5-year unsecured multi-currency revolving credit facility. Up to $350 million is available for standby and trade letters of credit. Upon mutual agreement, the maximum borrowing may be increased to $900 million. The agreement provides borrowings up to the total amount in the following currencies: U.S. dollars, British pounds, euro, or yen. The Company may elect interest periods of one, two, three, six, nine or twelve months. Interest is based on the London Interbank Offering Rate, plus a spread determined at the time of usage. Based on current credit ratings, borrowings include a spread of 0.625%. The amount outstanding under the previous credit facility remains outstanding under this agreement. At June 26, 2004, we had approximately $577.4 million of available credit under our revolving credit facility and letters of credit outstanding totaling $72.8 million.

The Company believes that available cash and short-term investments, as well as cash flow from operations, is sufficient to fund ongoing operations and planned capital expenditures.

CRITICAL ACCOUNTING POLICIES

Our condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. Preparation of these statements requires management to make judgments and estimates. Some accounting policies have a significant impact on amounts reported in these financial statements. A summary of significant accounting policies and a description of accounting policies that are considered critical may be found in our 2003 Annual Report on Form 10-K, filed on February 26, 2004, in the Notes to the Consolidated Financial Statements, Note A, and the Critical Accounting Policies section.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains both historical statements and other statements that you may use in seeking to infer future performance. Examples of historical statements include our quarterly financial statements and the commentary on past performance contained in our MD&A.

However, certain statements in this Quarterly Report on Form 10-Q, as well as in our other public filings, website and press releases, and in oral communications made by our representatives, are based on current expectations or plans and are subject to risks and uncertainties and thus constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or Section 21E of the Securities Exchange Act of 1934, as amended. For such forward-looking statements, we claim the protection of the safe harbor provisions in those statutes. Forward-looking statements include, without limitation, statements concerning trends such as office products and services sales or margin trends or demographic trends, the number or location of planned new store openings, or the anticipated levels of capital expenditures. While we have specifically identified certain statements as being forward-looking in the context of their presentation, we caution you that, with the exception of statements that are clearly historical, all other statements contained in this Quarterly Report on Form 10-Q should be considered to be forward-looking statements. Without limiting the generality of the preceding sentences of this paragraph, any time we use the words “estimate,” “plan,” “probably,” “should,” “may,” “project,” “intend,” “expect,” “believe,” “anticipate,” “continue,” and similar terms or expressions, we intend to clearly express that the accompanying statement deals with possible future events and is forward-looking in nature.

Unless otherwise required by applicable securities laws, we assume no obligation to update any of our forward-looking statements to reflect subsequent events or circumstances.

The following factors, in addition to those discussed elsewhere in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the fiscal year ended December 27, 2003, could cause results to differ materially from management expectations as projected in such forward-looking statements: changes in economic conditions generally or in the markets we serve; the impact of events related to any terrorist actions; consumer preferences and spending patterns; competition from other office products and services chains, independent office products and services stores, mail order and Internet providers of office products and services, and various other retailers including convenience, grocery, electronics, variety and discount stores; the introduction of new products; changes in state or federal legislation or regulations; the success of planned advertising and merchandising strategies; the availability and cost of real estate and construction; changes in accounting policies and practices; our ability to hire and retain store and management personnel; our relationships with our suppliers; our ability to successfully implement new computer systems and technology; and adverse determinations with respect to litigation or other claims.

The following are additional such factors relating to the Kids “R” Us/Toys “R” Us transaction and the implementation of our M2 retail format and updated such factors relating to the continuing evolution of our executive management structure:

Risks Specific to the Kids “R” Us/Toys “R” Us Transaction

During the first quarter, we announced plans to acquire from Toys “R” Us, Inc. (“TRU”) 124 former Kids “R” Us (“KRU”) retail store locations. We also announced that we plan to use 45 to 50 of those locations for Office Depot retail store locations. Of the remaining number, Office Depot plans either to negotiate with TRU to remove certain locations from the transaction or to dispose of the balance. To date, we have reached agreement on the disposal of 20 locations that we do not

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intend to use for Office Depot retail store locations. Many of the retail store locations we plan to open in 2004 are part of the TRU transaction. The transaction is somewhat complex and involves a series of multiple closings on various locations included in the total transaction. The purchase will be completed in phases, with some properties transferred during the second quarter and others scheduled to be transferred throughout the balance of the year.

In the event TRU is unable to deliver, or is delayed in delivering, locations that Office Depot deems desirable for opening Office Depot retail store locations, such failure to deliver or delay in delivery could have a materially adverse effect on our plans to open approximately 80 retail store locations in 2004. If we are not successful in disposing of the former KRU locations that we have determined to be unsuitable for opening Office Depot retail locations, we could be faced with carrying excess vacant real estate locations, which could reduce our anticipated return on the TRU transaction, and also could have an adverse financial effect on our Company that could be material.

Further, many of the KRU locations that the Company expects to open as Office Depot retail stores will face strong competitive pressures. Throughout their useful lives, these retail locations must generate operating cash flows that are at least sufficient to recover the remaining book value of the initial purchase price and related capitalized and operating costs. Should these stores fail to meet future cash flow expectations, the carrying value of the stores and related assets may need to be written down. If required, such a write down could have a material adverse effect on future results of operations.

Risks Specific to the Opening of M2 Retail Format

We recently announced, on June 30, 2004, a new retail store format, which we call “M2.” We believe that it will be more appealing and easier for customers to shop, as well as less costly to construct and operate. The M2 format is expected to be used in all new retail store openings and in approximately 40 remodels during the remainder of 2004. While we have a high degree of confidence that M2 will be as successful as we anticipate, there is no guarantee that we will realize all of the benefits expected from this substantial change in the format of our retail stores. If it should turn out to be less appealing to customers when implemented than it appears to be from our tests with focus groups and the initial reactions to the opening of a single store in Florida, M2 could fail to deliver the expected increase in retail store sales that we expect and could have a materially adverse effect on expected future results from operations of our North American retail stores.

Similarly, we expect to realize significant cost savings in both the costs of construction and operation of M2 format stores. If we fail to achieve the expected savings in either construction or operation of these stores, our anticipated future results from North American retail stores could be adversely affected.

Update on Executive Management Risk Factor

In our Form 10-K filed earlier this year, we identified as a risk factor the continuing evolution of our executive management structure. Since the date of filing of our Form 10-K, we have continued to see changes in our senior executive management structure. Our President, North American Retail Stores left our Company earlier this year, as did our Executive Vice Presidents of Marketing and Human Resources. Replacements for these persons to date include Rick Lepley, our EVP of North American Retail Stores, Carl (Chuck) Rubin who was named Chief Merchandising Officer during the first quarter of this year and recently was named Chief Marketing Officer as well, and by Frank Scruggs, who was named EVP, Human Resources earlier this year. To date, the search for a President, North America, first announced in the fourth quarter 2003, has not resulted in filling that position. As mentioned in our Form 10-K, such extensive change in senior management has resulted in numerous changes throughout our management organizations, with uncertain outcomes. There is no assurance that we have filled the mentioned positions, or that we will fill future openings, with the best persons for the jobs, or that the executive team will function in a cohesive and effective manner. As a result, our future operations and results may be materially and possibly adversely affected.

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Item 3   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risks

During the first half of 2004, the Company has entered into a series of interest rate swap agreements that effectively convert $400 million of fixed-rate debt into variable rates. At June 26, 2004, there had not been any other material change in the interest rate risk information disclosed in the “Market Sensitive Risks and Positions” subsection of the Management’s Discussion and Analysis of Financial Condition and Results of Operations set forth in Item 7 of our 2003 Annual Report on Form 10-K.

Foreign Exchange Rate Risks

The acquisition of Guilbert S.A. in June 2003 increased our operations in countries with the euro or British pound as functional currencies, when compared to the first five months of 2003. Accordingly, a greater percentage of the Company’s reported results of operations is subject to changes in foreign currency exchange rates. As with our previously existing business in Europe, the Guilbert operations generally are conducted in the relevant local currency and Office Depot’s overall foreign currency transaction exposure has not changed materially. Otherwise, at June 26, 2004, there had not been any material change in any of the foreign exchange risk information disclosed in the “Market Sensitive Risks and Positions” subsection of the Management’s Discussion and Analysis of Financial Condition and Results of Operations set forth in Item 7 of our 2003 Annual Report on Form 10-K.

Item 4    CONTROLS AND PROCEDURES

(a)

Disclosure Controls and Procedures. The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on that evaluation, these officers have concluded that the corporation’s disclosure controls and procedures are effective for the purpose of ensuring that material information required to be in this quarterly report is made known to them by others on a timely basis.

(b)

The Company is continuously seeking to improve the efficiency and effectiveness of its operations and of its internal controls. This results in refinements to processes throughout the Company. However, there has been no change in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1   LEGAL PROCEEDINGS

We are involved in litigation arising in the normal course of our business. While, from time to time, claims are asserted that make demands for large sums of money (including, from time to time, actions which are asserted to be maintainable as class action suits), we do not believe that any of these matters, either individually or in the aggregate, will materially affect our financial position or the results of our operations.

Item 2   CHANGES IN SECURITIES, USE OF PROCEEDS, AND ISSUER PURCHASES OF EQUITY SECURITIES

The following table provides information with respect to purchases we made of our common stock during the first half of our 2004 fiscal year:

								(d) Maximum
								Number of Shares
								(or Approximate
						(c) Total Number of		Dollar Value) that
						Shares Purchased as		May Yet Be
						Part of Publicly		Purchased Under
	(a) Total Number of			(b) Average Price		Announced Plans or		the Plans or
	Shares Purchased			Paid per Share		Programs (1)		Programs
Balance as of December 27, 2003
December 28, 2003 – January 24, 2004		13,761	(2)	$	16.42		—	$	50,000,000
January 25, 2004 – February 21, 2004		—			—		—		—
February 22, 2004 – March 27, 2004		—			—		—		—
March 28, 2004 – April 24, 2004		113,630		$	18.89		113,630	$	47,853,000
April 25, 2004 – May 22, 2004		324,380		$	17.24		324,380	$	42,259,700
May 23, 2004 – June 26, 2004		377,520		$	17.04		377,520	$	35,827,800
Total / Balance as of June 26, 2004		829,291		$	17.36		815,530	$	35,827,800

(1) On October 26, 2001, the Company announced that its Board of Directors authorized a common stock repurchase program. Under the program, the Company is authorized to repurchase up to $50 million of its common stock annually until such program is terminated by the Board.

(2) Shares of common stock delivered or restricted shares of common stock withheld to pay income tax or other tax liabilities with respect to the vesting of restricted stock, exercise of stock options, or the settlement of performance share awards.

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Item 4   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Company’s annual meeting of stockholders was held on May 14, 2004. Of the total number of common shares outstanding on March 10, 2004, a total of 277,101,092 were represented in person or by proxy. Results of votes with respect to proposals submitted at that meeting are as follows:

a. To elect 12 nominees to serve as directors to hold office until the next annual meeting of our stockholders or until their successors have been elected and qualified. Our stockholders voted to elect all 12 nominees to serve as directors. Votes recorded, by nominee, were as follows:

			Against/
Nominee	For		Withheld
Lee A. Ault, III		198,241,471		78,859,621
Neil R. Austrian		199,860,314		77,240,778
David W. Bernauer		261,337,922		15,763,170
Abelardo E. Bru		261,138,400		15,962,692
David I. Fuente		199,534,398		77,566,694
Brenda J. Gaines		198,762,431		78,338,661
Myra M. Hart		261,154,002		15,947,090
W. Scott Hedrick		199,701,798		77,399,294
James L. Heskett		198,729,698		78,371,394
Patricia H. McKay		261,124,526		15,976,566
Michael J. Myers		198,551,602		78,549,490
Bruce Nelson		197,030,796		80,070,296

b.	To ratify our Board’s appointment of Deloitte & Touche LLP as our independent public accountants for the 2004 fiscal year. Our stockholders voted to approve this proposal with 267,078,147 votes for and 6,185,352 votes against. There were 3,609,275 abstentions and 34,784,743 broker non-votes.
c.	To consider amendment of the Company’s Long-term Equity Incentive Plan to increase the number of shares authorized for issuance under the plan by 15,000,000 shares. Our stockholders voted to approve this proposal with 179,022,752 votes for and 68,236,439 votes against. There were 1,606,585 abstentions and 62,791,741 broker non-votes.

Item 6   EXHIBITS AND REPORTS ON FORM 8-K

     a) Exhibits

10.1	Five Year Credit Agreement dated as of April 30, 2004 by and among the Company and Citicorp USA, Inc. as syndication agent, Wachovia Bank, National Association as administrative agent, Citigroup Global Markets Inc. and Wachovia Capital Markets, LLC as lead arrangers, and Citigroup Global Markets Inc. as the sole bookrunner.
31.1	Rule 13a-14(a)/15d-14(a) Certification of CEO
31.2	Rule 13a-14(a)/15d-14(a) Certification of CFO
32	Section 1350 Certification

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     b) Reports filed or furnished on Form 8-K

1.	Form 8-K filed with the SEC on April 9, 2004 indicating that Office Depot had issued a press release announcing the acquisition of the Hungarian company, Elso Iroda Superstore KFT, which has been operating Office Depot retail stores and direct sales businesses in Hungary under license from Office Depot.
2.	Form 8-K filed with the SEC on April 22, 2004 indicating that Office Depot had issued a press release regarding financial results for the first quarter of 2004.
3.	Form 8-K filed with the SEC on June 1, 2004 announcing broadcast of Bruce Nelson’s presentation at the Sanford Bernstein Strategic Decisions Conference on June 3, 2004.

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SIGNATURES

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

	OFFICE DEPOT, INC.
	(Registrant)
Date: July 22, 2004	By:	/s/ Bruce Nelson
	Bruce Nelson
	Chief Executive Officer
Date: July 22, 2004	By:	/s/ Charles E. Brown
	Charles E. Brown
	Executive Vice President, Finance and Chief Financial Officer (Principal Financial Officer)
Date: July 22, 2004	By:	/s/ James A. Walker
	James A. Walker
	Senior Vice President, Finance and Controller (Principal Accounting Officer)

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EX-10.1

                                                                    EXHIBIT 10.1


                           FIVE YEAR CREDIT AGREEMENT

                           Dated as of April 30, 2004


                  OFFICE DEPOT, INC., a Delaware corporation (the "BORROWER"),
the banks, financial institutions and other institutional lenders (the "INITIAL
LENDERS") listed on the signature pages hereof, CITICORP USA, INC., as
syndication agent, BNP PARIBAS, BANK ONE, NA and BANK OF AMERICA, N.A., as
documentation agents, CITIGROUP GLOBAL MARKETS INC. and WACHOVIA CAPITAL
MARKETS, LLC, as joint lead arrangers (the "ARRANGERS"), CITIGROUP GLOBAL
MARKETS INC., as sole bookrunner, and WACHOVIA BANK, NATIONAL ASSOCIATION
("WACHOVIA"), as administrative agent (the "AGENT") for the Lenders (as
hereinafter defined), agree as follows:

                                    ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

                  SECTION 1.01. CERTAIN DEFINED TERMS. As used in this
Agreement, the following terms shall have the following meanings (such meanings
to be equally applicable to both the singular and plural forms of the terms
defined):

                  "ADVANCE" means a Revolving Credit Advance or a Competitive
         Bid Advance.

                  "AFFILIATE" means, as to any Person, any other Person that,
         directly or indirectly, controls, is controlled by or is under common
         control with such Person or is a director or officer of such Person.
         For purposes of this definition, the term "control" (including the
         terms "controlling", "controlled by" and "under common control with")
         of a Person means the possession, direct or indirect, to direct or
         cause the direction of the management and policies of such Person,
         whether through the ownership of Voting Stock, by contract or
         otherwise.

                  "AGENT'S ACCOUNT" means (a) in the case of Advances
         denominated in Dollars, the account of the Agent maintained by the
         Agent at Wachovia at its office at 201 South College Street, Charlotte,
         North Carolina 28288, Account No. 5000000033865, Attention: Syndication
         Agency Services, (b) in the case of Advances denominated in any Foreign
         Currency, the account of the Sub-Agent designated in writing from time
         to time by the Agent to the Borrower and the Lenders for such purpose
         and (c) in any such case, such other account of the Agent as is
         designated in writing from time to time by the Agent to the Borrower
         and the Lenders for such purpose.

                  "AGENT'S CORRESPONDENT" means Wachovia Bank, National
         Association, London Branch, or any other financial institution
         designated by the Agent and notified to the Borrower and the Lenders to
         act as the Agent's correspondent hereunder with respect to the
         distribution and payment of Advances.

                  "APPLICABLE LENDING OFFICE" means, with respect to each
         Lender, such Lender's Domestic Lending Office in the case of a Base
         Rate Advance and such Lender's Eurocurrency Lending Office in the case
         of a Eurocurrency Rate Advance and, in the case of a Competitive Bid
         Advance, the office of such Lender notified by such Lender to the Agent
         as its Applicable Lending Office with respect to such Competitive Bid
         Advance.

                  "APPLICABLE MARGIN" means (a) for Base Rate Advances, 0% per
         annum and (b) for Eurocurrency Rate Advances, as of any date, a
         percentage per annum determined by reference to the Public Debt Rating
         in effect on such date as set forth below:



                                       1


- ------------------------------- -----------------------------
      Public Debt Rating           Applicable Margin for
         S&P/Moody's             Eurocurrency Rate Advances
- ------------------------------- -----------------------------
LEVEL 1
BBB+ or Baa1                               0.375%
- ------------------------------- -----------------------------
LEVEL 2
BBB or Baa2                                0.600%
- ------------------------------- -----------------------------
LEVEL 3
BBB- or Baa3                               0.700%
- ------------------------------- -----------------------------
LEVEL 4
BB+ or Ba1                                 0.950%
- ------------------------------- -----------------------------
LEVEL 5
Lower than Level 4                         1.000%
- ------------------------------- -----------------------------

                  "APPLICABLE PERCENTAGE" means, as of any date a percentage per
         annum determined by reference to the Public Debt Rating in effect on
         such date as set forth below:

- -------------------------------- -----------------------------
 Public Debt Rating Applicable
  S&P/Moody's Percentage
- -------------------------------- -----------------------------
LEVEL 1
BBB+ or Baa1                                0.125%
- -------------------------------- -----------------------------
LEVEL 2
BBB or Baa2                                 0.150%
- -------------------------------- -----------------------------
LEVEL 3
BBB- or Baa3                                0.175%
- -------------------------------- -----------------------------
LEVEL 4
BB+ or Ba1                                  0.300%
- -------------------------------- -----------------------------
LEVEL 5
Lower than Level 4                          0.500%
- -------------------------------- -----------------------------

                  "APPLICABLE UTILIZATION FEE" means, as of any date that the
         sum of the aggregate Advances plus the Available Amount of all Letters
         of Credit exceed 50% of the aggregate Revolving Credit Commitments, a
         percentage per annum determined by reference to the Public Debt Rating
         in effect on such date as set forth below:


- -------------------------------- -----------------------------
Public Debt Rating Applicable
S&P/Moody's Utilization Fee
- -------------------------------- -----------------------------
LEVEL 1
BBB+ or Baa1                                0.125%
- -------------------------------- -----------------------------
LEVEL 2
BBB or Baa2                                 0.125%
- -------------------------------- -----------------------------
LEVEL 3
BBB- or Baa3                                0.250%
- -------------------------------- -----------------------------
LEVEL 4
BB+ or Ba1                                  0.250%
- -------------------------------- -----------------------------
LEVEL 5
Lower than Level 4                          0.500%
- -------------------------------- -----------------------------

                                       2


                  "ASSIGNMENT AND ACCEPTANCE" means an assignment and acceptance
         entered into by a Lender and an Eligible Assignee, and accepted by the
         Agent, in substantially the form of Exhibit C hereto.

                  "ASSUMING LENDER" has the meaning specified in Section
2.19(d).

                  "ASSUMPTION AGREEMENT" has the meaning specified in Section
2.19(d)(ii).

                  "AVAILABLE AMOUNT" of any Letter of Credit means, at any time,
         the maximum amount available to be drawn under such Letter of Credit
         (assuming compliance at such time with all conditions to drawing).

                  "BASE RATE" means a fluctuating interest rate per annum in
         effect from time to time, which rate per annum shall at all times be
         equal to the highest of:

                           (a) the rate of interest announced publicly by
                  Wachovia in New York, New York, from time to time, as
                  Wachovia's base rate; and

                           (b) 1/2 of one percent per annum above the Federal
                  Funds Rate.

                  "BASE RATE ADVANCE" means a Revolving Credit Advance
         denominated in Dollars that bears interest as provided in Section
         2.08(a)(i).

                  "BORROWING" means a Revolving Credit Borrowing or a
         Competitive Bid Borrowing.

                  "BUSINESS DAY" means a day of the year on which banks are not
         required or authorized by law to close in New York City and, if the
         applicable Business Day relates to any Eurocurrency Rate Advances or
         LIBO Rate Advances, on which dealings are carried on in the London
         interbank market and banks are open for business in London and in the
         country of issue of the currency of such Eurocurrency Rate Advance or
         LIBO Rate Advance (or, in the case of an Advance denominated in Euro,
         on which the Trans-European Automated Real-Time Gross Settlement
         Express Transfer (TARGET) System is open).

                  "COMMITMENT" means a Revolving Credit Commitment or a Letter
         of Credit Commitment.

                  "COMMITMENT DATE" has the meaning specified in Section
2.19(b).

                  "COMMITMENT INCREASE" has the meaning specified in Section
2.19(a).

                  "COMMITTED CURRENCIES" means lawful currency of the United
         Kingdom of Great Britain and Northern Ireland, lawful currency of Japan
         and Euros.

                  "COMPETITIVE BID ADVANCE" means an advance by a Lender to the
         Borrower in Dollars or any Foreign Currency as part of a Competitive
         Bid Borrowing resulting from the competitive bidding procedure
         described in Section 2.03 and refers to a Fixed Rate Advance or a LIBO
         Rate Advance.

                  "COMPETITIVE BID BORROWING" means a borrowing consisting of
         simultaneous Competitive Bid Advances from each of the Lenders whose
         offer to make one or more Competitive Bid Advances as part of such
         borrowing has been accepted under the competitive bidding procedure
         described in Section 2.03.

                  "COMPETITIVE BID NOTE" means a promissory note of the Borrower
         payable to the order of any Lender, in substantially the form of
         Exhibit A-2 hereto, evidencing the indebtedness of the Borrower to such
         Lender resulting from a Competitive Bid Advance made by such Lender.

                  "CONFIDENTIAL INFORMATION" means information that the Borrower
         furnishes to the Agent, the Sub-Agent, any Lender or any of their
         respective agents or representatives, but does not include any such
         information that is or becomes generally available to the public or
         that is or becomes available to the Agent, the Sub-Agent, such Lender


                                       3


         or such agent or representative from a source other than the Borrower
         which source, to the knowledge of any of the foregoing, is not
         prohibited from disclosing such information by a contractual, legal or
         fiduciary obligation.

                  "CONSOLIDATED" refers to the consolidation of accounts in
         accordance with GAAP.

                  "CONVERT", "CONVERSION" and "CONVERTED" each refers to a
         conversion of Revolving Credit Advances of one Type into Revolving
         Credit Advances of the other Type pursuant to Section 2.09 or 2.10.

                  "CONVERTIBLE SUBORDINATED DEBT" means the Borrower's 5%
         Zero-Coupon Convertible Subordinated Notes due December 11, 2007 in an
         aggregate principal amount of $316,250,000 at maturity and Borrower's
         4% Zero-Coupon Convertible Subordinated Notes due November 1, 2008 in
         aggregate principal amount of $2,912,000 at maturity.

                  "DEBT" of any Person means, without duplication, (a) all
         indebtedness of such Person for borrowed money, (b) all obligations of
         such Person for the deferred purchase price of property or services
         (other than trade payables not overdue by more than 90 days incurred in
         the ordinary course of such Person's business), (c) all obligations of
         such Person evidenced by notes, bonds, debentures or other similar
         instruments, (d) all obligations of such Person created or arising
         under any conditional sale or other title retention agreement with
         respect to property acquired by such Person (even though the rights and
         remedies of the seller or lender under such agreement in the event of
         default are limited to repossession or sale of such property), (e) all
         obligations of such Person as lessee under leases that have been or
         should be, in accordance with GAAP, recorded as capital leases, (f) all
         obligations, contingent or otherwise, of such Person in respect of
         acceptances, letters of credit or similar extensions of credit, (g) all
         obligations of such Person in respect of Hedge Agreements, (h) all Debt
         of others referred to in clauses (a) through (g) above or clause (i)
         below and other payment obligations guaranteed directly or indirectly
         in any manner by such Person, or in effect guaranteed directly or
         indirectly by such Person through an agreement (1) to pay or purchase
         such Debt or to advance or supply funds for the payment or purchase of
         such Debt, (2) to purchase, sell or lease (as lessee or lessor)
         property, or to purchase or sell services, primarily for the purpose of
         enabling the debtor to make payment of such Debt or to assure the
         holder of such Debt against loss, (3) to supply funds to or in any
         other manner invest in the debtor (including any agreement to pay for
         property or services irrespective of whether such property is received
         or such services are rendered) or (4) otherwise to assure a creditor
         against loss, and (i) all Debt referred to in clauses (a) through (h)
         above secured by (or for which the holder of such Debt has an existing
         right, contingent or otherwise, to be secured by) any Lien on property
         (including, without limitation, accounts and contract rights) owned by
         such Person, even though such Person has not assumed or become liable
         for the payment of such Debt (it being understood that the amount of
         such Debt described in this clause (i) shall be deemed to be the lesser
         of the principal amount of such Debt and the value of the property
         subject to such Lien).

                  "DEFAULT" means any Event of Default or any event that would
         constitute an Event of Default but for the requirement that notice be
         given or time elapse or both.

                  "DISCLOSED LITIGATION" has the meaning specified in Section
         3.01(b).

                  "DOLLARS" and the "$" sign each means lawful currency of the
         United States of America.

                  "DOMESTIC LENDING OFFICE" means, with respect to any Lender,
         the office of such Lender specified as its "Domestic Lending Office"
         opposite its name on Schedule I hereto or in the Assumption Agreement
         or the Assignment and Acceptance pursuant to which it became a Lender,
         or such other office of such Lender as such Lender may from time to
         time specify to the Borrower and the Agent.

                  "EBITR" means, for any period, net income (or net loss) PLUS
         the sum of (a) net interest expense, (b) income tax expense and (c)
         rentals payable under leases of real or personal, or mixed, property,


                                       4


         in each case determined in accordance with GAAP for such period,
         provided that there shall be excluded from net income (or net loss) (i)
         any items of gain or loss resulting from the sale of assets other than
         in the ordinary course of business and (ii) the income (or loss) of any
         party accrued prior to the date such party becomes a Subsidiary of the
         Borrower or is merged into or consolidated with the Borrower or any of
         its Subsidiaries, or such party's assets are acquired by the Borrower
         or any of its Subsidiaries.

                  "EFFECTIVE DATE" has the meaning specified in Section 3.01.

                  "ELIGIBLE ASSIGNEE" means (i) a Lender; (ii) an Affiliate of a
         Lender and (iii) any other Person approved by the Agent and, unless an
         Event of Default has occurred and is continuing at the time any
         assignment is effected in accordance with Section 8.07, the Borrower,
         such approval not to be unreasonably withheld or delayed; PROVIDED,
         HOWEVER, that none of the Borrower, an Affiliate of the Borrower or any
         direct competitor of the Borrower shall qualify as an Eligible
         Assignee.

                  "ENVIRONMENTAL ACTION" means any action, suit, demand, demand
         letter, claim, notice of non-compliance or violation, notice of
         liability or potential liability, investigation, proceeding, consent
         order or consent agreement relating in any way to any Environmental
         Law, Environmental Permit or Hazardous Materials or arising from
         alleged injury or threat of injury to health, safety or the
         environment, including, without limitation, (a) by any governmental or
         regulatory authority for enforcement, cleanup, removal, response,
         remedial or other actions or damages and (b) by any governmental or
         regulatory authority or any third party for damages, contribution,
         indemnification, cost recovery, compensation or injunctive relief.

                  "ENVIRONMENTAL LAW" means any federal, state, local or foreign
         statute, law, ordinance, rule, regulation, code, order, judgment,
         decree or judicial or agency interpretation, policy or guidance
         relating to pollution or protection of the environment, health, safety
         or natural resources, including, without limitation, those relating to
         the use, handling, transportation, treatment, storage, disposal,
         release or discharge of Hazardous Materials.

                  "ENVIRONMENTAL PERMIT" means any permit, approval,
         identification number, license or other authorization required under
         any Environmental Law.

                  "EQUIVALENT" in Dollars of any Foreign Currency on any date
         means the equivalent in Dollars of such Foreign Currency determined by
         using the quoted spot rate at which the Sub-Agent's principal office in
         London offers to exchange Dollars for such Foreign Currency in London
         prior to 4:00 P.M. (London time) (unless otherwise indicated by the
         terms of this Agreement) on such date as is required pursuant to the
         terms of this Agreement, and the "Equivalent" in any Foreign Currency
         of Dollars means the equivalent in such Foreign Currency of Dollars
         determined by using the quoted spot rate at which the Sub-Agent's
         principal office in London offers to exchange such Foreign Currency for
         Dollars in London prior to 4:00 P.M. (London time) (unless otherwise
         indicated by the terms of this Agreement) on such date as is required
         pursuant to the terms of this Agreement.

                  "ERISA" means the Employee Retirement Income Security Act of
         1974, as amended from time to time, and the regulations promulgated and
         rulings issued thereunder.

                  "ERISA AFFILIATE" means any Person that for purposes of Title
         IV of ERISA is a member of the Borrower's controlled group, or under
         common control with the Borrower, within the meaning of Section 414 of
         the Internal Revenue Code.

                  "ERISA EVENT" means (a) (i) the occurrence of a reportable
         event, within the meaning of Section 4043 of ERISA, with respect to any
         Plan unless the 30-day notice requirement with respect to such event
         has been waived by the PBGC, or (ii) the requirements of subsection (1)
         of Section 4043(b) of ERISA (without regard to subsection (2) of such
         Section) are met with respect to a contributing sponsor, as defined in


                                       5


         Section 4001(a)(13) of ERISA, of a Plan, and an event described in
         paragraph (9), (10), (11), (12) or (13) of Section 4043(c) of ERISA is
         reasonably expected to occur with respect to such Plan within the
         following 30 days; (b) the application for a minimum funding waiver
         with respect to a Plan; (c) the provision by the administrator of any
         Plan of a notice of intent to terminate such Plan pursuant to Section
         4041(a)(2) of ERISA (including any such notice with respect to a plan
         amendment referred to in Section 4041(e) of ERISA); (d) the cessation
         of operations at a facility of the Borrower or any ERISA Affiliate in
         the circumstances described in Section 4062(e) of ERISA; (e) the
         withdrawal by the Borrower or any ERISA Affiliate from a Multiple
         Employer Plan during a plan year for which it was a substantial
         employer, as defined in Section 4001(a)(2) of ERISA; (f) the conditions
         for the imposition of a lien under Section 302(f) of ERISA shall have
         been met with respect to any Plan; (g) the adoption of an amendment to
         a Plan requiring the provision of security to such Plan pursuant to
         Section 307 of ERISA; or (h) the institution by the PBGC of proceedings
         to terminate a Plan pursuant to Section 4042 of ERISA, or the
         occurrence of any event or condition described in Section 4042 of ERISA
         that constitutes grounds for the termination of, or the appointment of
         a trustee to administer, a Plan.

                  "EURIBO RATE" means the rate appearing on Page 248 of the
         Telerate Service (or on any successor or substitute page of such
         Service, or any successor to or substitute for such Service, providing
         rate quotations comparable to those currently provided on such page of
         such Service, as determined by the Agent from time to time for purposes
         of providing quotations of interest rates applicable to deposits in
         Euro by reference to the Banking Federation of the European Union
         Settlement Rates for deposits in Euro) at approximately 10:00 a.m.,
         London time, two Business Days prior to the commencement of such
         Interest Period, as the rate for deposits in Euro with a maturity
         comparable to such Interest Period or, if for any reason such rate is
         not available, the average (rounded upward to the nearest whole
         multiple of 1/16 of 1% per annum, if such average is not such a
         multiple) of the respective rates per annum at which deposits in Euros
         are offered by the principal office of each of the Reference Banks in
         London, England to prime banks in the London interbank market at 11:00
         A.M. (London time) two Business Days before the first day of such
         Interest Period in an amount substantially equal (x) in the case of
         Revolving Credit Borrowings, to such Reference Bank's Eurocurrency Rate
         Advance comprising part of such Revolving Credit Borrowing to be
         outstanding during such Interest Period and for a period equal to such
         Interest Period (subject, however, to the provisions of Section 2.09)
         or (y) in the case of Competitive Bid Borrowings, to the amount that
         would be the Reference Banks' respective ratable shares of such
         Borrowing if such Borrowing were to be a Revolving Credit Borrowing to
         be outstanding during such Interest Period and for a period equal to
         such Interest Period (subject, however, to the provisions of Section
         2.09).

                  "EURO" means the lawful currency of the European Union as
         constituted by the Treaty of Rome which established the European
         Community, as such treaty may be amended from time to time and as
         referred to in the EMU legislation.

                  "EUROCURRENCY LIABILITIES" has the meaning assigned to that
         term in Regulation D of the Board of Governors of the Federal Reserve
         System, as in effect from time to time.

                  "EUROCURRENCY LENDING OFFICE" means, with respect to any
         Lender, the office of such Lender specified as its "Eurocurrency
         Lending Office" opposite its name on Schedule I hereto or in the
         Assumption Agreement or the Assignment and Acceptance pursuant to which
         it became a Lender (or, if no such office is specified, its Domestic
         Lending Office), or such other office of such Lender as such Lender may
         from time to time specify to the Borrower and the Agent.

                  "EUROCURRENCY RATE" means, for any Interest Period for each
         Eurocurrency Rate Advance comprising part of the same Revolving Credit
         Borrowing, an interest rate per annum equal to the rate per annum
         obtained by dividing (a)(i) in the case of any Revolving Credit Advance
         denominated in Dollars or any Committed Currency other than Euro, the
         rate per annum (rounded upward to the nearest whole multiple of 1/16 of
         1% per annum) appearing on Telerate Markets Page 3750 (or any successor
         page) as the London interbank offered rate for deposits in Dollars or
         the applicable Committed Currency at approximately 11:00 A.M. (London
         time) two Business Days prior to the first day of such Interest Period
         for a term comparable to such Interest Period or, if for any reason
         such rate is not available, the average (rounded upward to the nearest
         whole multiple of 1/16 of 1% per annum, if such average is not such a
         multiple) of the rate per annum at which deposits in Dollars or the
         applicable Committed Currency is offered by the principal office of
         each of the Reference Banks in London, England to prime banks in the
         London interbank market at 11:00 A.M. (London time) two Business Days
         before the first day of such Interest Period in an amount substantially


                                       6


         equal to such Reference Bank's Eurocurrency Rate Advance comprising
         part of such Revolving Credit Borrowing to be outstanding during such
         Interest Period and for a period equal to such Interest Period or, (ii)
         in the case of any Tranche B Advance denominated in Euros, the EURIBO
         Rate by (b) a percentage equal to 100% minus the Eurocurrency Rate
         Reserve Percentage for such Interest Period. If the Telerate Markets
         Page 3750 (or any successor page) is unavailable, the Eurocurrency Rate
         for any Interest Period for each Eurocurrency Rate Advance comprising
         part of the same Revolving Credit Borrowing shall be determined by the
         Agent on the basis of applicable rates furnished to and received by the
         Agent from the Reference Banks two Business Days before the first day
         of such Interest Period, SUBJECT, HOWEVER, to the provisions of Section
         2.09.

                  "EUROCURRENCY RATE ADVANCE" means a Revolving Credit Advance
         denominated in Dollars or a Committed Currency that bears interest as
         provided in Section 2.08(a)(ii).

                  "EUROCURRENCY RATE RESERVE PERCENTAGE" for any Interest Period
         for all Eurocurrency Rate Advances or LIBO Rate Advances comprising
         part of the same Borrowing means the reserve percentage applicable two
         Business Days before the first day of such Interest Period under
         regulations issued from time to time by the Board of Governors of the
         Federal Reserve System (or any successor) for determining the maximum
         reserve requirement (including, without limitation, any emergency,
         supplemental or other marginal reserve requirement) for a member bank
         of the Federal Reserve System in New York City with respect to
         liabilities or assets consisting of or including Eurocurrency
         Liabilities (or with respect to any other category of liabilities that
         includes deposits by reference to which the interest rate on
         Eurocurrency Rate Advances or LIBO Rate Advances is determined) having
         a term equal to such Interest Period.

                  "EVENTS OF DEFAULT" has the meaning specified in Section 6.01.

                  "EXECUTIVE OFFICER" means, with respect to any Person, the
         president, executive vice president, chief financial officer,
         treasurer, controller, secretary or any person holding comparable
         offices.

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

                  "FIXED RATE ADVANCES" has the meaning specified in Section
         2.03(a)(i), which Advances shall be denominated in Dollars or in any
         Foreign Currency.

                  "FOREIGN CURRENCY" means any Committed Currency and any other
         lawful currency (other than Dollars) that is freely transferable or
         convertible into Dollars.

                  "GAAP" has the meaning specified in Section 1.03.

                  "GUARANTOR" means each of The Office Club, Inc., Eastman
         Office Supplies, Inc., Viking Office Products, Inc., OD of Texas, Inc.
         and each other Subsidiary of the Borrower that shall be required to
         execute and deliver a guaranty pursuant to Section 5.01(j).

                  "GUARANTY" has the meaning specified in Section 3.01(h)(ii).

                  "HAZARDOUS MATERIALS" means (a) petroleum and petroleum
         products, byproducts or breakdown products, radioactive materials,
         asbestos-containing materials, polychlorinated biphenyls and radon gas


                                       7


         and (b) any other chemicals, materials or substances designated,
         classified or regulated as hazardous or toxic or as a pollutant or
         contaminant under any Environmental Law.

                  "HEDGE AGREEMENTS" means interest rate swap, cap or collar
         agreements, interest rate future or option contracts, currency swap
         agreements, currency future or option contracts and other similar
         agreements.

                  "INCREASE DATE" has the meaning specified in Section 2.19(a).

                  "INCREASING LENDER" has the meaning specified in Section
         2.19(b).

                  "INFORMATION MEMORANDUM" means the information memorandum
         dated March 25, 2004 used by the syndication agent in connection with
         the syndication of the Commitments.

                  "INITIAL ISSUING BANKS" means Wachovia and SunTrust Bank.

                  "INTEREST PERIOD" means, for each Eurocurrency Rate Advance
         comprising part of the same Revolving Credit Borrowing and each LIBO
         Rate Advance comprising part of the same Competitive Bid Borrowing, the
         period commencing on the date of such Eurocurrency Rate Advance or LIBO
         Rate Advance or the date of the Conversion of any Base Rate Advance
         into such Eurocurrency Rate Advance and ending on the last day of the
         period selected by the Borrower pursuant to the provisions below and,
         thereafter, with respect to Eurocurrency Rate Advances, each subsequent
         period commencing on the last day of the immediately preceding Interest
         Period and ending on the last day of the period selected by the
         Borrower pursuant to the provisions below. The duration of each such
         Interest Period shall be one, two, three, six, nine or twelve months,
         as the Borrower may, upon notice received by the Agent not later than
         11:00 A.M. (New York City time) on the third Business Day prior to the
         first day of such Interest Period, select; PROVIDED, HOWEVER, that:

                           (a) the Borrower may not select any Interest Period
                  that ends after the Termination Date;

                           (b) Interest Periods commencing on the same date for
                  Eurocurrency Rate Advances comprising part of the same
                  Revolving Credit Borrowing or for LIBO Rate Advances
                  comprising part of the same Competitive Bid Borrowing shall be
                  of the same duration;

                           (c) whenever the last day of any Interest Period
                  would otherwise occur on a day other than a Business Day, the
                  last day of such Interest Period shall be extended to occur on
                  the next succeeding Business Day, PROVIDED, HOWEVER, that, if
                  such extension would cause the last day of such Interest
                  Period to occur in the next following calendar month, the last
                  day of such Interest Period shall occur on the next preceding
                  Business Day; and

                           (d) whenever the first day of any Interest Period
                  occurs on a day of an initial calendar month for which there
                  is no numerically corresponding day in the calendar month that
                  succeeds such initial calendar month by the number of months
                  equal to the number of months in such Interest Period, such
                  Interest Period shall end on the last Business Day of such
                  succeeding calendar month.

                  "INTERNAL REVENUE CODE" means the Internal Revenue Code of
         1986, as amended from time to time, and the regulations promulgated and
         rulings issued thereunder.

                  "INVESTMENT" in any Person means any loan or advance to such
         Person, any purchase or other acquisition of any capital stock,
         warrants, rights, options, obligations or other securities or all of
         the business of such Person, any capital contribution to such Person or
         any other investment in such Person, including, without limitation, any


                                       8


         arrangement pursuant to which the investor incurs Debt of the types
         referred to in clause (h) or (i) of the definition of "Debt" in respect
         of such Person.

                  "ISSUING BANK" means any Initial Issuing Bank or any Eligible
         Assignee to which a portion of the Letter of Credit Commitment
         hereunder has been assigned pursuant to Section 8.07 so long as such
         Eligible Assignee expressly agrees to perform in accordance with their
         terms all of the obligations that by the terms of this Agreement are
         required to be performed by it as an Issuing Bank and notifies the
         Agent of its Applicable Lending Office (which information shall be
         recorded by the Agent in the Register), for so long as such Initial
         Issuing Bank or Eligible Assignee, as the case may be, shall have a
         Letter of Credit Commitment.

                  "L/C CASH COLLATERAL ACCOUNT" means an interest bearing cash
         collateral account to be established and maintained by the Agent, over
         which the Agent shall have sole dominion and control, upon terms as may
         be satisfactory to the Agent.

                  "L/C RELATED DOCUMENTS" has the meaning specified in Section
         2.07(b)(i).

                  "LENDERS" means the Initial Lenders, each Issuing Bank, each
         Assuming Lender that shall become a party hereto pursuant to Section
         2.19 and each Person that shall become a party hereto pursuant to
         Section 8.07.

                  "LETTER OF CREDIT AGREEMENT" has the meaning specified in
         Section 2.04(a).

                  "LETTER OF CREDIT COMMITMENT" means, with respect to each
         Initial Issuing Bank, the amount set forth opposite such Initial
         Issuing Bank's name on the signature pages hereto under the caption
         "Letter of Credit Commitment" or, if such Initial Issuing Bank has
         entered into one or more Assignment and Acceptances, the amount set
         forth for such Issuing Bank in the Register maintained by the Agent
         pursuant to Section 8.07(d) as such Issuing Bank's "Letter of Credit
         Commitment", as such amount may be reduced at or prior to such time
         pursuant to Section 2.06.

                  "LETTER OF CREDIT FACILITY" means, at any time, an amount
         equal to the lesser of (a) the amount of the Issuing Banks' Letter of
         Credit Commitments at such time and (b) $350,000,000, as such amount
         may be reduced at or prior to such time pursuant to Section 2.06.

                  "LETTERS OF CREDIT" has the meaning specified in Section
         2.01(b).

                  "LIBO RATE" means, for any Interest Period for all LIBO Rate
         Advances comprising part of the same Competitive Bid Borrowing, an
         interest rate per annum equal to the rate per annum obtained by
         dividing (a)(i) in the case of any Competitive Bid Borrowing
         denominated in Dollars or any Foreign Currency other than Euros, the
         rate per annum (rounded upward to the nearest whole multiple of 1/16 of
         1% per annum) appearing on Telerate Markets Page 3750 (or any successor
         page) as the London interbank offered rate for deposits in Dollars or
         the applicable Foreign Currency at approximately 11:00 A.M. (London
         time) two Business Days prior to the first day of such Interest Period
         for a term comparable to such Interest Period or, if for any reason
         such rate is not available, the average (rounded upward to the nearest
         whole multiple of 1/16 of 1% per annum, if such average is not such a
         multiple) of the rate per annum at which deposits in Dollars or the
         applicable Foreign Currency is offered by the principal office of each
         of the Reference Banks in London, England to prime banks in the London
         interbank market at 11:00 A.M. (London time) two Business Days before
         the first day of such Interest Period in an amount substantially equal
         to the amount that would be the Reference Banks' respective ratable
         shares of such Borrowing if such Borrowing were to be a Revolving
         Credit Borrowing to be outstanding during such Interest Period and for
         a period equal to such Interest Period or (ii) in the case of any


                                       9


         Competitive Bid Borrowing denominated in Euros, the EURIBO Rate by (b)
         a percentage equal to 100% minus the Eurocurrency Rate Reserve
         Percentage for such Interest Period. If the Telerate Markets Page 3750
         (or any successor page) is unavailable, the LIBO Rate for any Interest
         Period for each LIBO Rate Advance comprising part of the same
         Competitive Bid Borrowing shall be determined by the Agent on the basis
         of applicable rates furnished to and received by the Agent from the
         Reference Banks two Business Days before the first day of such Interest
         Period, SUBJECT, HOWEVER, to the provisions of Section 2.09.

                  "LIBO RATE ADVANCES" means a Competitive Bid Advance
         denominated in Dollars or in any Foreign Currency and bearing interest
         based on the LIBO Rate.

                  "LIEN" means any lien, security interest or other charge or
         encumbrance of any kind in the nature of the foregoing, or any other
         type of preferential arrangement, including, without limitation, the
         lien or retained security title of a conditional vendor and any
         easement, right of way or other encumbrance on title to real property.

                  "LOAN DOCUMENT" means this Agreement, the Notes, the
         Guaranties and each Letter of Credit Agreement.

                  "LOAN PARTY" means the Borrower and each Guarantor.

                  "MARKETABLE SECURITIES" means any of the following, to the
         extent owned by the Borrower or any of its Subsidiaries free and clear
         of all Liens: (a) direct obligations of the United States or any agency
         thereof, or obligations guaranteed by the United States or any agency
         thereof and maturing within three years from the date of creation
         thereof, (b) commercial paper, bankers acceptances and corporate
         obligations maturing within one year from the date of creation thereof,
         having a rating at the time as of which any determination is made of
         P-1 (or higher) according to Moody's or as A-1 (or higher) according to
         S&P or the equivalent thereof if by another nationally recognized
         credit rating agency, (c) time deposits maturing within one year from
         the date of purchase thereof, including certificates of deposit issued
         by any Lender or any office located in the United States of any bank or
         trust company which is organized under the laws of the United States or
         any state thereof and has total assets aggregating at least
         $500,000,000, including, without limitation, any such deposits in
         eurodollars issued by a foreign branch of any such bank or trust
         company, (d) asset backed obligations or certificates of interest in
         such asset backed obligations, rated at least Aa by Moody's or AA by
         S&P, (e) obligations issued by states, counties and municipalities,
         rated at least MIG-1 or VMIG-1 by Moody's or AP1 by S&P, with a
         maturity not to exceed 180 days and (f) money market funds at least 90%
         of the assets of which are constituted of the foregoing.

                  "MATERIAL ADVERSE CHANGE" means any material adverse change in
         the business, condition (financial or otherwise), operations or
         prospects of the Borrower or the Borrower and its Subsidiaries taken as
         a whole.

                  "MATERIAL ADVERSE EFFECT" means a material adverse effect on
         (a) the business, condition (financial or otherwise), operations or
         prospects of the Borrower or the Borrower and its Subsidiaries taken as
         a whole, (b) the rights and remedies of the Agent or any Lender under
         any Loan Document or (c) the ability of any Loan Party to perform its
         obligations under any Loan Document to which it is a party.

                  "MATERIAL SUBSIDIARY" means each Subsidiary of the Borrower
         having assets that accounted for or produced, or would on a pro forma
         basis would have produced, more than 10% of Consolidated EBITR of the
         Borrower during any of the three most recently completed fiscal years
         of the Borrower.

                  "MOODY'S" means Moody's Investors Service, Inc.

                  "MULTIEMPLOYER PLAN" means a multiemployer plan, as defined in
         Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA
         Affiliate is making or accruing an obligation to make contributions, or
         has within any of the preceding five plan years made or accrued an
         obligation to make contributions.

                  "MULTIPLE EMPLOYER PLAN" means a single employer plan, as
         defined in Section 4001(a)(15) of ERISA, that (a) is maintained for
         employees of the Borrower or any ERISA Affiliate and at least one


                                       10


         Person other than the Borrower and the ERISA Affiliates or (b) was so
         maintained and in respect of which the Borrower or any ERISA Affiliate
         could have liability under Section 4064 or 4069 of ERISA in the event
         such plan has been or were to be terminated.

                  "NOTE" means a Revolving Credit Note or a Competitive Bid
         Note.

                  "NOTICE OF COMPETITIVE BID BORROWING" has the meaning
         specified in Section 2.03(a).

                  "NOTICE OF REVOLVING CREDIT BORROWING" has the meaning
         specified in Section 2.02(a).

                  "PAYMENT OFFICE" means, for any payments in Dollars, the
         office of the Agent in the United States that it shall designate from
         time to time to the Borrower and the Lenders and, for payments in any
         Foreign Currency, such office of the applicable Agent's Correspondent.

                  "PBGC" means the Pension Benefit Guaranty Corporation (or any
         successor).

                  "PERMITTED LIENS" means such of the following as to which no
         enforcement, collection, execution, levy or foreclosure proceeding
         shall have been commenced: (a) Liens for taxes, assessments and
         governmental charges or levies to the extent not required to be paid
         under Section 5.01(b) hereof; (b) Liens imposed by law, such as
         materialmen's, mechanics', carriers', workmen's and repairmen's Liens
         and other similar Liens arising in the ordinary course of business
         (other than those being contested in good faith by appropriate
         proceedings and properly reserved in accordance with generally accepted
         accounting principles); (c) pledges or deposits to secure obligations
         under workers' compensation laws or similar legislation or to secure
         public or statutory obligations; and (d) easements, rights of way and
         other encumbrances on title to real property that do not render title
         to the property encumbered thereby unmarketable or materially adversely
         affect the use of such property for its present purposes.

                  "PERSON" means an individual, partnership, corporation
         (including a business trust), joint stock company, trust,
         unincorporated association, joint venture, limited liability company or
         other entity, or a government or any political subdivision or agency
         thereof.

                  "PLAN" means a Single Employer Plan or a Multiple Employer
         Plan.

                  "PRO RATA SHARE" of any amount means, with respect to any
         Lender at any time, the product of such amount TIMES a fraction the
         numerator of which is the amount of such Lender's Tranche A Commitment
         at such time (or, if the Tranche A Commitments shall have been
         terminated pursuant to Section 2.06 or 6.01, such Lender's Tranche A
         Commitment as in effect immediately prior to such termination) and the
         denominator of which is the aggregate amount of all Tranche A
         Commitments at such time (or, if the Tranche A Commitments shall have
         been terminated pursuant to Section 2.06 or 6.01, the aggregate amount
         of all Tranche A Commitments as in effect immediately prior to such
         termination).

                  "PUBLIC DEBT RATING" means, as of any date, the rating that
         has been most recently announced by either S&P or Moody's, as the case
         may be, for any class of non-credit enhanced long-term senior unsecured
         debt issued by the Borrower or, if either such rating agency shall have
         issued more than one such rating, the lowest such rating issued by such
         rating agency. For purposes of the foregoing, (a) if only one of S&P
         and Moody's shall have in effect a Public Debt Rating, the Applicable
         Margin, the Applicable Percentage and the Applicable Utilization Fee
         shall be determined by reference to the available rating; (b) if
         neither S&P nor Moody's shall have in effect a Public Debt Rating, the
         Applicable Margin, the Applicable Percentage and the Applicable
         Utilization Fee will be set in accordance with Level 5 under the
         definition of "APPLICABLE MARGIN", "APPLICABLE PERCENTAGE" or
         "APPLICABLE UTILIZATION FEE", as the case may be; (c) if the ratings
         established by S&P and Moody's shall fall within different levels, the


                                       11


         Applicable Margin, the Applicable Percentage and the Applicable
         Utilization Fee shall be based upon the higher rating unless the
         differential is two levels or more, in which case the Applicable
         Margin, the Applicable Percentage and the Applicable Utilization Fee
         shall be based upon the level that is one level lower than the higher
         rating; (d) if any rating established by S&P or Moody's shall be
         changed, such change shall be effective as of the date on which such
         change is first announced publicly by the rating agency making such
         change; and (e) if S&P or Moody's shall change the basis on which
         ratings are established, each reference to the Public Debt Rating
         announced by S&P or Moody's, as the case may be, shall refer to the
         then equivalent rating by S&P or Moody's, as the case may be.

                  "REFERENCE BANKS" means Wachovia and Citibank.

                  "REGISTER" has the meaning specified in Section 8.07(d).

                  "REQUIRED LENDERS" means at any time Lenders (voting as one
         class, i.e., by combining the Tranche A Commitments and the Tranche B
         Commitments) having at least a majority in interest of the Revolving
         Credit Commitments at such time, provided that if any Lender shall have
         failed to make any Revolving Credit Advance to the Borrower pursuant to
         Section 2.01 or 2.02, which such Lender was obligated to make, at or
         prior to such time (and as to which the Agent shall not have made such
         Advance for the account of such Lender pursuant to Section 2.02(d) as
         of such time), there shall be excluded from the determination of
         Required Lenders at such time the Revolving Credit Commitments of such
         Lender at such time.

                  "REVOLVING CREDIT ADVANCE" means a Tranche A Advance or a
         Tranche B Advance.

                  "REVOLVING CREDIT BORROWING" means a borrowing consisting of
         simultaneous Revolving Credit Advances of the same Type made by each of
         the Lenders pursuant to Section 2.01.

                  "REVOLVING CREDIT BORROWING MINIMUM" means, in respect of
         Revolving Credit Advances denominated in Dollars, $3,000,000, in
         respect of Revolving Credit Advances denominated in Sterling,
         (pound)3,000,000, in respect of Revolving Credit Advances denominated
         in Yen, (Y)300,000,000 and, in respect of Revolving Credit Advances
         denominated in Euros, [EURO]3,000,000.

                  "REVOLVING CREDIT BORROWING MULTIPLE" means, in respect of
         Revolving Credit Advances denominated in Dollars, $500,000, in respect
         of Revolving Credit Advances denominated in Sterling, (pound)500,000,
         in respect of Revolving Credit Advances denominated in Yen,
         (Y)50,000,000 and, in respect of Revolving Credit Advances denominated
         in Euros, [EURO]500,000.

                  "REVOLVING CREDIT COMMITMENT" means a Tranche A Commitment or
         a Tranche B Commitment.

                  "REVOLVING CREDIT NOTE" means a promissory note of the
         Borrower payable to the order of any Lender, delivered pursuant to a
         request made under Section 2.17 in substantially the form of Exhibit
         A-1 hereto, evidencing the aggregate indebtedness of the Borrower to
         such Lender resulting from the Revolving Credit Advances made by such
         Lender.

                  "S&P" means Standard & Poor's, a division of The McGraw-Hill
         Companies, Inc.

                  "SINGLE EMPLOYER PLAN" means a single employer plan, as
         defined in Section 4001(a)(15) of ERISA, that (a) is maintained for
         employees of the Borrower or any ERISA Affiliate and no Person other
         than the Borrower and the ERISA Affiliates or (b) was so maintained and
         in respect of which the Borrower or any ERISA Affiliate could have
         liability under Section 4069 of ERISA in the event such plan has been
         or were to be terminated.

                  "SOLVENT" and "SOLVENCY" mean, with respect to any Person on a
         particular date, that on such date (a) the fair value of the property
         of such Person is greater than the total amount of liabilities,
         including, without limitation, contingent liabilities, of such Person,
         (b) the present fair salable value of the assets of such Person is not
         less than the amount that will be required to pay the probable
         liability of such Person on its debts as they become absolute and
         matured, (c) such Person does not intend to, and does not believe that


                                       12


         it will, incur debts or liabilities beyond such Person's ability to pay
         such debts and liabilities as they mature and (d) such Person is not
         engaged in business or a transaction, and is not about to engage in
         business or a transaction, for which such Person's property would
         constitute an unreasonably small capital. The amount of contingent
         liabilities at any time shall be computed as the amount that, in the
         light of all the facts and circumstances existing at such time,
         represents the amount that can reasonably be expected to become an
         actual or matured liability.

                  "SUB-AGENT" means Wachovia Bank, National Association, London
         Branch.

                  "SUBORDINATED DEBT" means Debt of the Borrower and its
         Subsidiaries subordinated to all obligations of the Borrower and its
         Subsidiaries arising under the Loan Documents on terms and conditions
         satisfactory in all respects to the Agent and the Required Lenders,
         including without limitation, with respect to interest rates, payment
         terms, maturities, amortization schedules, covenants, defaults,
         remedies, and subordination provisions, as evidenced by the written
         approval of the Agent and Required Lenders, including but not limited
         to the Borrower's Convertible Subordinated Debt.

                  "SUBSIDIARY" of any Person means any corporation, partnership,
         joint venture, limited liability company, trust or estate of which (or
         in which) more than 50% of (a) the issued and outstanding capital stock
         having ordinary voting power to elect a majority of the Board of
         Directors of such corporation (irrespective of whether at the time
         capital stock of any other class or classes of such corporation shall
         or might have voting power upon the occurrence of any contingency), (b)
         the interest in the capital or profits of such limited liability
         company, partnership or joint venture or (c) the beneficial interest in
         such trust or estate is at the time directly or indirectly owned or
         controlled by such Person, by such Person and one or more of its other
         Subsidiaries or by one or more of such Person's other Subsidiaries.

                  "TERMINATION DATE" means the earlier of April 30, 2009 and the
         date of termination in whole of the Commitments pursuant to Section
         2.06 or 6.01.

                  "TRANCHE A ADVANCE" means an advance by a Tranche A Lender to
         the Borrower as part of a Tranche A Borrowing and refers to a Base Rate
         Advance or a Eurocurrency Rate Advance (each of which shall be a "TYPE"
         of Revolving Credit Advance).

                  "TRANCHE A COMMITMENT" means, with respect to any Lender at
         any time (a) the amount set forth opposite such Lender's name on the
         signature pages hereto under the caption "Tranche A Commitment", (b) if
         such Lender has become a Lender hereunder pursuant to an Assumption
         Agreement, the amount set forth in such Assumption Agreement or (c) if
         such Lender has entered into one or more Assignment and Acceptances,
         set forth for such Lender in the Register maintained by the Agent
         pursuant to Section 8.07(d) as such Lender's "Tranche A Commitment", as
         such amount may be reduced at or prior to such time pursuant to Section
         2.06 or increased pursuant to Section 2.19.

                  "TRANCHE A LENDER" means each Lender that has a Tranche A
         Commitment on the signature pages hereof or any Eligible Assignee to
         which a portion of the Tranche A Commitment hereunder has been assigned
         pursuant to Section 8.07.

                  "TRANCHE B ADVANCE" means an advance by a Tranche B Lender to
         the Borrower as part of a Tranche B Borrowing and refers to a Base Rate
         Advance or a Eurocurrency Rate Advance (each of which shall be a "TYPE"
         of Revolving Credit Advance).

                  "TRANCHE B COMMITMENT" means, with respect to any Lender at
         any time, the amount set forth opposite such Lender's name on the
         signature pages hereto under the caption "Tranche B Commitment" or, if
         such Lender has entered into one or more Assignment and Acceptances,
         set forth for such Lender in the Register maintained by the Agent
         pursuant to Section 8.07(d) as such Lender's "Tranche B Commitment", as
         such amount may be reduced at or prior to such time pursuant to Section
         2.06.



                                       13


                  "TRANCHE B LENDER" means each Lender that has a Tranche B
         Commitment on the signature pages hereof or any Eligible Assignee to
         which a portion of the Tranche B Commitment hereunder has been assigned
         pursuant to Section 8.07.

                  "UNUSED COMMITMENT" means, with respect to each Tranche A
         Lender at any time, (a) such Lender's Tranche A Commitment at such time
         MINUS (b) the sum of (i) the aggregate principal amount (based in
         respect of any Tranche A Advance denominated in a Committed Currency by
         reference to the Equivalent thereof in Dollars at such time) of all
         Tranche A Advances made by such Lender (in its capacity as a Lender)
         and outstanding at such time, PLUS (ii) such Lender's Pro Rata Share of
         (A) the aggregate Available Amount of all the Letters of Credit
         outstanding at such time, (B) the aggregate principal amount of all
         Tranche A Advances made by each Issuing Bank pursuant to Section
         2.04(c) that have not been ratably funded by the Lenders and
         outstanding at such time and (C) the aggregate principal amount (based
         in respect of any Competitive Bid Advance denominated in a Foreign
         Currency by reference to the Equivalent thereof in Dollars at such
         time) of Competitive Bid Advances then outstanding.

                  "VOTING STOCK" means capital stock issued by a corporation, or
         equivalent interests in any other Person, the holders of which are
         ordinarily, in the absence of contingencies, entitled to vote for the
         election of directors (or persons performing similar functions) of such
         Person, even if the right so to vote has been suspended by the
         happening of such a contingency.

                  SECTION 1.02. COMPUTATION OF TIME PERIODS. In this Agreement
in the computation of periods of time from a specified date to a later specified
date, the word "from" means "from and including" and the words "to" and "until"
each mean "to but excluding".

                  SECTION 1.03. ACCOUNTING TERMS. All accounting terms not
specifically defined herein shall be construed in accordance with generally
accepted accounting principles consistent with those applied in the preparation
of the financial statements referred to in Section 4.01(e) ("GAAP").

                                   ARTICLE II

             AMOUNTS AND TERMS OF THE ADVANCES AND LETTERS OF CREDIT

                  SECTION 2.01. THE REVOLVING CREDIT ADVANCES AND LETTERS OF
CREDIT. (a) TRANCHE A ADVANCES. Each Tranche A Lender severally agrees, on the
terms and conditions hereinafter set forth, to make Tranche A Advances
denominated in Dollars or any Committed Currency to the Borrower from time to
time on any Business Day during the period from the Effective Date until the
Termination Date in an aggregate amount (based on the Equivalent thereof in
Dollars determined on the date of delivery of the applicable Notice of Revolving
Credit Borrowing) not to exceed at any time such Lender's Unused Commitment.
Each Tranche A Borrowing shall be in an amount not less than the Revolving
Credit Borrowing Minimum or the Revolving Credit Borrowing Multiple in excess
thereof and shall consist of Tranche A Advances of the same Type and in the same
currency made on the same day by the Tranche A Lenders ratably according to
their respective Tranche A Commitments. Within the limits of each Lender's
Tranche A Commitment, the Borrower may borrow under this Section 2.01, prepay
pursuant to Section 2.11 and reborrow under this Section 2.01(a).

                  (b) LETTERS OF CREDIT. Each Issuing Bank agrees, on the terms
and conditions hereinafter set forth, to issue standby, commercial and
documentary letters of credit (each, a "LETTER OF CREDIT") for the account of
the Borrower from time to time on any Business Day during the period from the
Effective Date until 30 days before the Termination Date in an aggregate
Available Amount (converting all non-Dollar amount into the Equivalent amount in
Dollars at such time) (i) for all Letters of Credit issued by the Issuing Banks
not to exceed at any time the lesser of (x) the Letter of Credit Facility at
such time and (y) such Issuing Bank's Letter of Credit Commitment at such time
and (ii) for each such Letter of Credit not to exceed an amount equal to the
Unused Commitments of the Tranche A Lenders at such time. No Letter of Credit
shall have an expiration date (including all rights of the Borrower or the


                                       14


beneficiary to require renewal) later than 10 Business Days before the
Termination Date. Within the limits referred to above, the Borrower may request
the issuance of Letters of Credit under this Section 2.01(b), repay any Tranche
A Advances resulting from drawings thereunder pursuant to Section 2.04(c) and
request the issuance of additional Letters of Credit under this Section 2.01(b).

                  (c) TRANCHE B ADVANCES. Each Tranche B Lender severally
agrees, on the terms and conditions hereinafter set forth, to make Tranche B
Advances denominated in Dollars or a Committed Currency to the Borrower from
time to time on any Business Day during the period from the Effective Date until
the Termination Date in an aggregate amount (based on the Equivalent thereof in
Dollars determined on the date of delivery of the applicable Notice of Revolving
Credit Borrowing) not to exceed at any time such Lender's unused Tranche B
Commitment. Each Tranche B Borrowing shall be in an amount not less than the
Revolving Credit Borrowing Minimum or the Revolving Credit Borrowing Multiple in
excess thereof and shall consist of Tranche B Advances of the same Type and in
the same currency made on the same day by the Tranche B Lenders ratably
according to their respective Tranche B Commitments. Within the limits of each
Lender's Tranche B Commitment, the Borrower may borrow under this Section
2.01(c), prepay pursuant to Section 2.11 and reborrow under this Section
2.01(c).

                  SECTION 2.02. MAKING THE REVOLVING CREDIT ADVANCES. (a) Each
Revolving Credit Borrowing shall be made on notice, given not later than (x)
12:00 noon (New York City time) on the third Business Day prior to the date of
the proposed Revolving Credit Borrowing in the case of a Revolving Credit
Borrowing consisting of Eurocurrency Rate Advances denominated in Dollars, (y)
4:00 P.M. (London time) on the fourth Business Day prior to the date of the
proposed Revolving Credit Borrowing in the case of a Revolving Credit Borrowing
consisting of Eurocurrency Rate Advances denominated in any Committed Currency,
or (z) 12:00 noon (New York City time) on the date of the proposed Revolving
Credit Borrowing in the case of a Revolving Credit Borrowing consisting of Base
Rate Advances, by the Borrower to the Agent (and, in the case of a Revolving
Credit Borrowing consisting of Eurocurrency Rate Advances, simultaneously to the
Sub-Agent), which shall give to each Lender prompt notice thereof by telecopier
or telex. Each such notice of a Revolving Credit Borrowing (a "NOTICE OF
REVOLVING CREDIT BORROWING") shall be by telephone, confirmed promptly in
writing, or telecopier or telex in substantially the form of Exhibit B-1 hereto,
specifying therein the requested (i) date of such Revolving Credit Borrowing,
(ii) whether such Revolving Credit Borrowing consists of Tranche A Advances or
Tranche B Advances, (iii) Type of Advances comprising such Revolving Credit
Borrowing, (iv) aggregate amount of such Revolving Credit Borrowing and (iv) in
the case of a Revolving Credit Borrowing consisting of Eurocurrency Rate
Advances, initial Interest Period and currency for each such Advance. Each
Lender shall, before 1:00 P.M. (New York City time) on the date of such
Revolving Credit Borrowing, in the case of a Revolving Credit Borrowing
consisting of Advances denominated in Dollars, and before 11:00 A.M. (London
time) on the date of such Revolving Credit Borrowing, in the case of a Revolving
Credit Borrowing consisting of Eurocurrency Rate Advances denominated in any
Committed Currency, make available for the account of its Applicable Lending
Office to the Agent at the applicable Agent's Account, in same day funds, such
Lender's ratable portion of such Revolving Credit Borrowing. After the Agent's
receipt of such funds and upon fulfillment of the applicable conditions set
forth in Article III, the Agent will make such funds available to the Borrower
at the Agent's address referred to in Section 8.02 or at the applicable Payment
Office, as the case may be.

                  (b) Anything in subsection (a) above to the contrary
notwithstanding, (i) the Borrower may not select Eurocurrency Rate Advances for
any Revolving Credit Borrowing if the aggregate amount of such Revolving Credit
Borrowing is less than the Revolving Credit Borrowing Minimum or if the
obligation of the Lenders to make Eurocurrency Rate Advances shall then be
suspended pursuant to Section 2.09 or 2.13 and (ii) the Eurocurrency Rate
Advances may not be outstanding as part of more than sixteen separate Revolving
Credit Borrowings.

                  (c) Each Notice of Revolving Credit Borrowing shall be
irrevocable and binding on the Borrower. In the case of any Revolving Credit
Borrowing that the related Notice of Revolving Credit Borrowing specifies is to
be comprised of Eurocurrency Rate Advances, the Borrower shall indemnify each
Lender against any loss, cost or expense incurred by such Lender as a result of
any failure to fulfill on or before the date specified in such Notice of
Revolving Credit Borrowing for such Revolving Credit Borrowing the applicable
conditions set forth in Article III, including, without limitation, any loss
(excluding loss of anticipated profits), cost or expense incurred by reason of
the liquidation or reemployment of deposits or other funds acquired by such


                                       15


Lender to fund the Revolving Credit Advance to be made by such Lender as part of
such Revolving Credit Borrowing when such Revolving Credit Advance, as a result
of such failure, is not made on such date.

                  (d) Unless the Agent shall have received notice from a Lender
prior to the date of any Revolving Credit Borrowing that such Lender will not
make available to the Agent such Lender's ratable portion of such Revolving
Credit Borrowing, the Agent may assume that such Lender has made such portion
available to the Agent on the date of such Revolving Credit Borrowing in
accordance with subsection (a) of this Section 2.02 and the Agent may, in
reliance upon such assumption, make available to the Borrower on such date a
corresponding amount. If and to the extent that such Lender shall not have so
made such ratable portion available to the Agent, such Lender and the Borrower
severally agree to repay to the Agent forthwith on demand such corresponding
amount together with interest thereon, for each day from the date such amount is
made available to the Borrower until the date such amount is repaid to the
Agent, at (i) in the case of the Borrower, the higher of (A) the interest rate
applicable at the time to Revolving Credit Advances comprising such Revolving
Credit Borrowing and (B) the cost of funds incurred by the Agent in respect of
such amount and (ii) in the case of such Lender, (A) the Federal Funds Rate in
the case of Advances denominated in Dollars or (B) the cost of funds incurred by
the Agent in respect of such amount in the case of Advances denominated in
Committed Currencies. If such Lender shall repay to the Agent such corresponding
amount, such amount so repaid shall constitute such Lender's Revolving Credit
Advance as part of such Revolving Credit Borrowing for purposes of this
Agreement.

                  (e) The failure of any Lender to make the Revolving Credit
Advance to be made by it as part of any Revolving Credit Borrowing shall not
relieve any other Lender of its obligation, if any, hereunder to make its
Revolving Credit Advance on the date of such Revolving Credit Borrowing, but no
Lender shall be responsible for the failure of any other Lender to make the
Revolving Credit Advance to be made by such other Lender on the date of any
Revolving Credit Borrowing.

                  SECTION 2.03. THE COMPETITIVE BID ADVANCES. (a) Each Tranche A
Lender severally agrees that the Borrower may make Competitive Bid Borrowings
under this Section 2.03 from time to time on any Business Day during the period
from the date hereof until the date occurring 30 days prior to the Termination
Date in the manner set forth below; PROVIDED that the aggregate amount of the
Competitive Bid Advances made at any time shall not exceed the Unused
Commitments.

                  (i) The Borrower may request a Competitive Bid Borrowing under
         this Section 2.03 by delivering to the Agent (and, in the case of a
         Competitive Bid Borrowing not consisting of Fixed Rate Advances or LIBO
         Rate Advances to be denominated in Dollars, simultaneously to the
         Sub-Agent), by telecopier or telex, a notice of a Competitive Bid
         Borrowing (a "NOTICE OF COMPETITIVE BID BORROWING"), in substantially
         the form of Exhibit B-2 hereto, specifying therein the requested (A)
         date of such proposed Competitive Bid Borrowing, (B) aggregate amount
         of such proposed Competitive Bid Borrowing, (C) interest rate basis and
         day count convention to be offered by the Tranche A Lenders, (D)
         currency of such proposed Competitive Bid Borrowing, (E) in the case of
         a Competitive Bid Borrowing consisting of LIBO Rate Advances, Interest
         Period, or in the case of a Competitive Bid Borrowing consisting of
         Fixed Rate Advances, maturity date for repayment of each Fixed Rate
         Advance to be made as part of such Competitive Bid Borrowing (which
         maturity date may not be earlier than the date occurring 7 days after
         the date of such Competitive Bid Borrowing or later than the earlier of
         (I) in the case of Fixed Rate Advances, 180 days and, in the case of
         LIBO Rate Advances, one, two three, six or nine months, after the date
         of such Competitive Bid Borrowing and (II) the Termination Date), (F)
         interest payment date or dates relating thereto, (G) location of the
         Borrower's account to which funds are to be advanced and (H) other
         terms (if any) to be applicable to such Competitive Bid Borrowing, not
         later than (1) 12:00 noon (New York City time) at least one Business
         Day prior to the date of the proposed Competitive Bid Borrowing, if the
         Borrower shall specify in the Notice of Competitive Bid Borrowing that
         the rates of interest to be offered by the Tranche A Lenders shall be
         fixed rates per annum (the Advances comprising any such Competitive Bid
         Borrowing being referred to herein as "FIXED RATE ADVANCES") and that
         the Advances comprising such proposed Competitive Bid Borrowing shall
         be denominated in Dollars, (2) 10:00 A.M. (New York City time) at least
         four Business Days prior to the date of the proposed Competitive Bid
         Borrowing, if the Borrower shall specify in the Notice of Competitive
         Bid Borrowing that the Advances comprising such Competitive Bid
         Borrowing shall be LIBO Rate Advances denominated in Dollars, (3) 10:00
         A.M. (London time) at least two Business Days prior to the date of the
         proposed Competitive Bid Borrowing, if the Borrower shall specify in
         the Notice of Competitive Bid Borrowing that the Advances comprising


                                       16


         such proposed Competitive Bid Borrowing shall be Fixed Rate Advances
         denominated in Sterling or Euro, (4) 10:00 A.M. (London time) at least
         three Business Days prior to the date of the proposed Competitive Bid
         Borrowing, if the Borrower shall specify in the Notice of Competitive
         Bid Borrowing that the Advances comprising such proposed Competitive
         Bid Borrowing shall be Fixed Rate Advances denominated in any Foreign
         Currency other than Sterling or Euro and (5) 10:00 A.M. (London time)
         at least four Business Days prior to the date of the proposed
         Competitive Bid Borrowing, if the Borrower shall instead specify in the
         Notice of Competitive Bid Borrowing that the Advances comprising such
         Competitive Bid Borrowing shall be LIBO Rate Advances denominated in
         any Foreign Currency. Each Notice of Competitive Bid Borrowing shall be
         irrevocable and binding on the Borrower. The Agent or the Sub-Agent, as
         the case may be, shall in turn promptly notify each Tranche A Lender of
         each request for a Competitive Bid Borrowing received by it from the
         Borrower by sending such Lender a copy of the related Notice of
         Competitive Bid Borrowing.

                  (ii) Each Tranche A Lender may, if, in its sole discretion, it
         elects to do so, irrevocably offer to make one or more Competitive Bid
         Advances to the Borrower as part of such proposed Competitive Bid
         Borrowing at a rate or rates of interest specified by such Lender in
         its sole discretion, by notifying the Agent or the Sub-Agent, as the
         case may be (which shall give prompt notice thereof to the Borrower),
         (A) before 10:30 A.M. (New York City time) on the date of such proposed
         Competitive Bid Borrowing, in the case of a Competitive Bid Borrowing
         consisting of Fixed Rate Advances denominated in Dollars, (B) before
         11:00 A.M. (New York City time) three Business Days before the date of
         such proposed Competitive Bid Borrowing, in the case of a Competitive
         Bid Borrowing consisting of LIBO Rate Advances, denominated in Dollars,
         (C) before 12:00 noon (London time) on the Business Day prior to the
         date of such proposed Competitive Bid Borrowing, in the case of a
         Competitive Bid Borrowing consisting of Fixed Rate Advances denominated
         in Sterling or Euros, (D) before 12:00 noon (London time) on the third
         Business Day prior to the date of such proposed Competitive Bid
         Borrowing, in the case of a Competitive Bid Borrowing consisting of
         Fixed Rate Advances denominated in any Foreign Currency other than
         Sterling or Euro and (E) before 12:00 noon (London time) on the third
         Business Day prior to the date of such proposed Competitive Bid
         Borrowing, in the case of a Competitive Bid Borrowing consisting of
         LIBO Rate Advances denominated in any Foreign Currency, of the minimum
         amount and maximum amount of each Competitive Bid Advance which such
         Lender would be willing to make as part of such proposed Competitive
         Bid Borrowing (which amounts or the Equivalent thereof in Dollars, as
         the case may be, of such proposed Competitive Bid Borrowing may,
         subject to the proviso to the first sentence of this Section 2.03(a),
         exceed such Lender's Tranche A Commitment), the rate or rates of
         interest therefor and such Lender's Applicable Lending Office with
         respect to such Competitive Bid Advance; PROVIDED that if the Agent in
         its capacity as a Tranche A Lender shall, in its sole discretion, elect
         to make any such offer, it shall notify the Borrower of such offer at
         least 30 minutes before the time and on the date on which notice of
         such election is to be given to the Agent or to the Sub-Agent, as the
         case may be, by the other Tranche A Lenders. If any Tranche A Lender
         shall elect not to make such an offer, such Lender shall so notify the
         Agent before 11:00 A.M. (New York City time) or the Sub-Agent before
         12:00 noon (London time) on the date on which notice of such election
         is to be given to the Agent or to the Sub-Agent, as the case may be, by
         the other Tranche A Lenders, and such Tranche A Lender shall not be
         obligated to, and shall not, make any Competitive Bid Advance as part
         of such Competitive Bid Borrowing; PROVIDED that the failure by any
         Tranche A Lender to give such notice shall not cause such Lender to be
         obligated to make any Competitive Bid Advance as part of such proposed
         Competitive Bid Borrowing.

                  (iii) The Borrower shall, in turn, (A) before 11:30 A.M. (New
         York City time) on the date of such proposed Competitive Bid Borrowing,
         in the case of a Competitive Bid Borrowing consisting of Fixed Rate
         Advances denominated in Dollars, (B) before 12:00 noon (New York City
         time) three Business Days before the date of such proposed Competitive
         Bid Borrowing, in the case of a Competitive Bid Borrowing consisting of
         LIBO Rate Advances denominated in Dollars, (C) before 3:00 P.M. (London
         time) on the Business Day prior to the date of such proposed
         Competitive Bid Borrowing, in the case of a Competitive Bid Borrowing
         consisting of Fixed Rate Advances denominated in Sterling or Euro, (D)
         before 3:00 P.M. (London time) on the third Business Day prior to the
         date of such proposed Competitive Bid Borrowing, in the case of a


                                       17


         Competitive Bid Borrowing consisting of Fixed Rate Advances denominated
         in any Foreign Currency other than Sterling or Euro and (E) before 3:00
         P.M. (London time) on the third Business Day prior to the date of such
         Competitive Bid Borrowing, in the case of a Competitive Bid Borrowing
         consisting of LIBO Rate Advances denominated in any Foreign Currency,
         either:

                           (x) cancel such Competitive Bid Borrowing by giving
                  the Agent notice to that effect, or

                           (y) accept one or more of the offers made by any
                  Tranche A Lender or Lenders pursuant to paragraph (ii) above,
                  in its sole discretion, by giving notice to the Agent of the
                  amount of each Competitive Bid Advance (which amount shall be
                  equal to or greater than the minimum amount, and equal to or
                  less than the maximum amount, notified to the Borrower by the
                  Agent on behalf of such Lender for such Competitive Bid
                  Advance pursuant to paragraph (ii) above) to be made by each
                  Tranche A Lender as part of such Competitive Bid Borrowing,
                  and reject any remaining offers made by Tranche A Lenders
                  pursuant to paragraph (ii) above by giving the Agent notice to
                  that effect. The Borrower shall accept the offers made by any
                  Tranche A Lender or Lenders to make Competitive Bid Advances
                  in order of the lowest to the highest rates of interest
                  offered by such Lenders. If two or more Tranche A Lenders have
                  offered the same interest rate, the amount to be borrowed at
                  such interest rate will be allocated among such Lenders in
                  proportion to the amount that each such Lender offered at such
                  interest rate.

                  (iv) If the Borrower notifies the Agent that such Competitive
         Bid Borrowing is cancelled pursuant to paragraph (iii)(x) above, the
         Agent shall give prompt notice thereof to the Tranche A Lenders and
         such Competitive Bid Borrowing shall not be made.

                  (v) If the Borrower accepts one or more of the offers made by
         any Tranche A Lender or Lenders pursuant to paragraph (iii)(y) above,
         the Agent or the Sub-Agent, as the case may be, shall in turn promptly
         notify (A) each Tranche A Lender that has made an offer as described in
         paragraph (ii) above, of the date and aggregate amount of such
         Competitive Bid Borrowing and whether or not any offer or offers made
         by such Lender pursuant to paragraph (ii) above have been accepted by
         the Borrower, (B) each Tranche A Lender that is to make a Competitive
         Bid Advance as part of such Competitive Bid Borrowing, of the amount of
         each Competitive Bid Advance to be made by such Lender as part of such
         Competitive Bid Borrowing, and (C) each Tranche A Lender that is to
         make a Competitive Bid Advance as part of such Competitive Bid
         Borrowing, upon receipt, that the Agent or the Sub-Agent, as the case
         may be, has received forms of documents appearing to fulfill the
         applicable conditions set forth in Article III. Each Tranche A Lender
         that is to make a Competitive Bid Advance as part of such Competitive
         Bid Borrowing shall, before 1:00 P.M. (New York City time), in the case
         of Competitive Bid Advances to be denominated in Dollars or 11:00 A.M.
         (London time), in the case of Competitive Bid Advances to be
         denominated in any Foreign Currency, on the date of such Competitive
         Bid Borrowing specified in the notice received from the Agent or the
         Sub-Agent, as the case may be, pursuant to clause (A) of the preceding
         sentence or any later time when such Lender shall have received notice
         from the Agent or the Sub-Agent, as the case may be pursuant to clause
         (C) of the preceding sentence, make available for the account of its
         Applicable Lending Office to the Agent (x) in the case of a Competitive
         Bid Borrowing denominated in Dollars, at its address referred to in
         Section 8.02, in same day funds, such Lender's portion of such
         Competitive Bid Borrowing in Dollars and (y) in the case of a
         Competitive Bid Borrowing in a Foreign Currency, at the Payment Office
         for such Foreign Currency as shall have been notified by the Agent to
         the Tranche A Lenders prior thereto, in same day funds, such Lender's
         portion of such Competitive Bid Borrowing in such Foreign Currency.
         Upon fulfillment of the applicable conditions set forth in Article III
         and after receipt by the Agent of such funds, the Agent will make such
         funds available to the Borrower at the location specified by the
         Borrower in its Notice of Competitive Bid Borrowing. Promptly after
         each Competitive Bid Borrowing the Agent will notify each Tranche A
         Lender of the amount and tenor of the Competitive Bid Borrowing.



                                       18


                  (vi) If the Borrower notifies the Agent that it accepts one or
         more of the offers made by any Tranche A Lender or Lenders pursuant to
         paragraph (iii)(y) above, such notice of acceptance shall be
         irrevocable and binding on the Borrower. The Borrower shall indemnify
         each Tranche A Lender against any loss, cost or expense incurred by
         such Lender as a result of any failure to fulfill on or before the date
         specified in the related Notice of Competitive Bid Borrowing for such
         Competitive Bid Borrowing the applicable conditions set forth in
         Article III, including, without limitation, any loss (excluding loss of
         anticipated profits), cost or expense incurred by reason of the
         liquidation or reemployment of deposits or other funds acquired by such
         Lender to fund the Competitive Bid Advance to be made by such Lender as
         part of such Competitive Bid Borrowing when such Competitive Bid
         Advance, as a result of such failure, is not made on such date.

                  (b) Each Competitive Bid Borrowing shall be in an aggregate
amount of $5,000,000 (or the Equivalent thereof in any Foreign Currency,
determined as of the time of the applicable Notice of Competitive Bid Borrowing)
or an integral multiple of $1,000,000 (or the Equivalent thereof in any Foreign
Currency, determined as of the time of the applicable Notice of Competitive Bid
Borrowing) in excess thereof and, following the making of each Competitive Bid
Borrowing, the Borrower shall be in compliance with the limitation set forth in
the proviso to the first sentence of subsection (a) above.

                  (c) Within the limits and on the conditions set forth in this
Section 2.03, the Borrower may from time to time borrow under this Section 2.03,
repay or prepay pursuant to subsection (d) below, and reborrow under this
Section 2.03, PROVIDED that a Competitive Bid Borrowing shall not be made within
three Business Days of the date of any other Competitive Bid Borrowing.

                  (d) The Borrower shall repay to the Agent for the account of
each Tranche A Lender that has made a Competitive Bid Advance, on the maturity
date of each Competitive Bid Advance (such maturity date being that specified by
the Borrower for repayment of such Competitive Bid Advance in the related Notice
of Competitive Bid Borrowing delivered pursuant to subsection (a)(i) above and
provided in the Competitive Bid Note evidencing such Competitive Bid Advance),
the then unpaid principal amount of such Competitive Bid Advance. The Borrower
shall have no right to prepay any principal amount of any Competitive Bid
Advance unless, and then only on the terms, specified by the Borrower for such
Competitive Bid Advance in the related Notice of Competitive Bid Borrowing
delivered pursuant to subsection (a)(i) above and set forth in the Competitive
Bid Note evidencing such Competitive Bid Advance.

                  (e) The Borrower shall pay interest on the unpaid principal
amount of each Competitive Bid Advance from the date of such Competitive Bid
Advance to the date the principal amount of such Competitive Bid Advance is
repaid in full, at the rate of interest for such Competitive Bid Advance
specified by the Tranche A Lender making such Competitive Bid Advance in its
notice with respect thereto delivered pursuant to subsection (a)(ii) above,
payable on the interest payment date or dates specified by the Borrower for such
Competitive Bid Advance in the related Notice of Competitive Bid Borrowing
delivered pursuant to subsection (a)(i) above, as provided in the Competitive
Bid Note evidencing such Competitive Bid Advance. Upon the occurrence and during
the continuance of an Event of Default under Section 6.01(a), the Borrower shall
pay interest on the amount of unpaid principal of and interest on each
Competitive Bid Advance owing to a Tranche A Lender, payable in arrears on the
date or dates interest is payable thereon, at a rate per annum equal at all
times to 2% per annum above the rate per annum required to be paid on such
Competitive Bid Advance under the terms of the Competitive Bid Note evidencing
such Competitive Bid Advance unless otherwise agreed in such Competitive Bid
Note.

                  (f) The indebtedness of the Borrower resulting from each
Competitive Bid Advance made to the Borrower as part of a Competitive Bid
Borrowing shall be evidenced by a separate Competitive Bid Note of the Borrower
payable to the order of the Tranche A Lender making such Competitive Bid
Advance.

                  SECTION 2.04. ISSUANCE OF AND DRAWINGS AND REIMBURSEMENT UNDER
LETTERS OF CREDIT. (a) REQUEST FOR ISSUANCE. (i) Each Letter of Credit shall be
issued upon notice, given not later than 11:00 A.M. (New York City time) on the
third Business Day prior to the date of the proposed issuance of such Letter of
Credit, by the Borrower to any Issuing Bank, and such Issuing Bank shall give
the Agent, prompt notice thereof by telex, telecopier or cable. Each such notice
of issuance of a Letter of Credit (a "NOTICE OF Issuance") shall be by telex,


                                       19


telecopier or cable, confirmed immediately in writing, specifying therein the
requested (A) date of such issuance (which shall be a Business Day), (B)
Available Amount and currency (which shall be a Committed Currency) of such
Letter of Credit, (C) expiration date of such Letter of Credit, (D) name and
address of the beneficiary of such Letter of Credit and (E) form of such Letter
of Credit, and shall be accompanied by such application and agreement for letter
of credit as such Issuing Bank may reasonably specify to the Borrower for use in
connection with such requested Letter of Credit (a "LETTER OF CREDIT
AGREEMENT"). If the requested form (but not the terms) of such Letter of Credit
is acceptable to such Issuing Bank in its sole discretion, such Issuing Bank
will, upon fulfillment of the applicable conditions set forth in Article III,
make such Letter of Credit available to the Borrower at its office referred to
in Section 8.02 or as otherwise agreed with the Borrower in connection with such
issuance. In the event and to the extent that the provisions of any Letter of
Credit Agreement shall conflict with this Agreement, the provisions of this
Agreement shall govern.

                  (b) PARTICIPATIONS. By the issuance of a Letter of Credit (or
an amendment to a Letter of Credit increasing the amount thereof) and without
any further action on the part of the applicable Issuing Bank or the Tranche A
Lenders, such Issuing Bank hereby grants to each Tranche A Lender, and each
Tranche A Lender hereby acquires from such Issuing Bank, a participation in such
Letter of Credit equal to such Lender's Pro Rata Share of the aggregate amount
available to be drawn under such Letter of Credit. The Borrower hereby agrees to
each such participation. In consideration and in furtherance of the foregoing,
each Tranche A Lender hereby absolutely and unconditionally agrees to pay to the
Agent, for the account of such Issuing Bank, such Lender's Pro Rata Share of
each drawing made under a Letter of Credit funded by such Issuing Bank and not
reimbursed by the Borrower on the date made, or of any reimbursement payment
required to be refunded to the Borrower for any reason. Each Tranche A Lender
acknowledges and agrees that its obligation to acquire participations pursuant
to this paragraph in respect of Letters of Credit is absolute and unconditional
and shall not be affected by any circumstance whatsoever, including any
amendment, renewal or extension of any Letter of Credit or the occurrence and
continuance of a Default or reduction or termination of the Tranche A
Commitments, and that each such payment shall be made without any offset,
abatement, withholding or reduction whatsoever. Each Tranche A Lender further
acknowledges and agrees that its participation in each Letter of Credit will be
automatically adjusted to reflect such Lender's Pro Rata Share of the Available
Amount of such Letter of Credit at each time such Lender's Tranche A Commitment
is amended pursuant to Section 2.19, pursuant to an assignment in accordance
with Section 8.07 or otherwise pursuant to this Agreement.

                  (c) DRAWING AND REIMBURSEMENT. The payment by an Issuing Bank
of a draft drawn under any Letter of Credit shall constitute for all purposes of
this Agreement the making by any such Issuing Bank of a Tranche A Advance,
which, in the case of a Letter of Credit denominated in Dollars, shall be a Base
Rate Advance, in the amount of such draft or, in the case of a Letter of Credit
denominated in a Committed Currency, shall be a Base Rate Advance in the
Equivalent in Dollars on the date such draft is paid. Upon written demand by
such Issuing Bank, with a copy of such demand to the Agent, each Tranche A
Lender shall pay to the Agent such Lender's Pro Rata Share of such outstanding
Tranche A Advance, by making available for the account of its Applicable Lending
Office to the Agent for the account of such Issuing Bank, by deposit to the
Agent's Account, in same day funds, an amount equal to the portion of the
outstanding principal amount of such Tranche A Advance to be funded by such
Lender. Promptly after receipt thereof, the Agent shall transfer such funds to
such Issuing Bank. Each Tranche A Lender agrees to fund its Pro Rata Share of an
outstanding Tranche A Advance on (i) the Business Day on which demand therefor
is made by such Issuing Bank, PROVIDED that notice of such demand is given not
later than 11:00 A.M. (New York City time) on such Business Day, or (ii) the
first Business Day next succeeding such demand if notice of such demand is given
after such time. If and to the extent that any Tranche A Lender shall not have
so made the amount of such Tranche A Advance available to the Agent, such Lender
agrees to pay to the Agent forthwith on demand such amount together with
interest thereon, for each day from the date of demand by any such Issuing Bank
until the date such amount is paid to the Agent, at the Federal Funds Rate for
its account or the account of such Issuing Bank, as applicable. If such Tranche
A Lender shall pay to the Agent such amount for the account of any such Issuing
Bank on any Business Day, such amount so paid in respect of principal shall
constitute a Tranche A Advance made by such Lender on such Business Day for
purposes of this Agreement, and the outstanding principal amount of the Tranche
A Advance made by such Issuing Bank shall be reduced by such amount on such
Business Day.



                                       20


                  (d) LETTER OF CREDIT REPORTS. Each Issuing Bank shall furnish
(A) to the Agent on the first Business Day of each week a written report
summarizing issuance and expiration dates of Letters of Credit issued during the
previous week and drawings during such week under all Letters of Credit, (B) to
each Tranche A Lender on the date of each issuance of a Letter of Credit or a
drawing thereunder, notice of such issuance or drawing, (C) to the Agent and
each Tranche A Lender on the first Business Day of each calendar quarter a
written report setting forth the average daily aggregate Available Amount during
the preceding calendar quarter of all Letters of Credit and (D) to the Borrower
on the first Business Day of each fiscal quarter a written report summarizing
the issuance and expiration dates of Letters of Credit issued during the
previous fiscal quarter, drawings during such fiscal quarter under all Letters
of Credit.

                  (e) FAILURE TO MAKE REVOLVING CREDIT ADVANCES. The failure of
any Tranche A Lender to make the Revolving Credit Advance to be made by it on
the date specified in Section 2.04(c) shall not relieve any other Tranche A
Lender of its obligation hereunder to make its Revolving Credit Advance on such
date, but no Tranche A Lender shall be responsible for the failure of any other
Tranche A Lender to make the Revolving Credit Advance to be made by such other
Tranche A Lender on such date.

                  SECTION 2.05. FEES. (a) FACILITY FEE. The Borrower agrees to
pay to the Agent for the account of each Lender a facility fee on the aggregate
amount of such Lender's Revolving Credit Commitment(s) from the Effective Date
in the case of each Initial Lender and from the effective date specified in the
Assumption Agreement or the Assignment and Acceptance pursuant to which it
became a Lender in the case of each other Lender until the Termination Date at a
rate per annum equal to the Applicable Percentage in effect from time to time,
payable in arrears quarterly on the last day of each March, June, September and
December, commencing June 30, 2004, and on the Termination Date.

                  (b) LETTER OF CREDIT FEES. The Borrower shall pay to the Agent
for the account of each Tranche A Lender a commission on such Lender's Pro Rata
Share of the average daily aggregate Available Amount of all Letters of Credit
outstanding from time to time at a rate per annum equal to the Applicable Margin
for Eurocurrency Rate Advances in effect from time to time plus the Applicable
Utilization Fee, if any, payable in arrears quarterly on the fifth Business Day
of January, April, July and October, commencing in July, 2004, and on the
Termination Date.

                  (c) AGENT'S FEES. The Borrower shall pay to the Agent for its
own account such fees as may from time to time be agreed between the Borrower
and the Agent.

                  SECTION 2.06. OPTIONAL TERMINATION OR REDUCTION OF THE
COMMITMENTS. The Borrower shall have the right, upon at least three Business
Days' notice to the Agent, to terminate in whole or permanently reduce ratably
in part the respective Unused Commitments, unused Tranche B Commitments or
Letter of Credit Commitments of the Lenders, PROVIDED that (x) each partial
reduction shall be in the aggregate amount of $1,000,000 or an integral multiple
of $100,000 in excess thereof and (y) each partial reduction of the Unused
Commitments shall automatically reduce the Letter of Credit Commitment to the
extent that, after giving effect to such reduction of the Unused Commitments,
the Letter of Credit Commitment exceeds the Tranche A Commitments.

                  SECTION 2.07. REPAYMENT OF REVOLVING CREDIT ADVANCES. (a) The
Borrower shall repay to the Agent for the ratable account of the Lenders on the
Termination Date the aggregate principal amount of the Revolving Credit Advances
then outstanding.

                  (b) The obligations of the Borrower under this Agreement, any
Letter of Credit Agreement and any other agreement or instrument relating to any
Letter of Credit shall be unconditional and irrevocable, and shall be paid
strictly in accordance with the terms of this Agreement, such Letter of Credit
Agreement and such other agreement or instrument under all circumstances,
including, without limitation, the following circumstances (it being understood
that any such payment by the Borrower is without prejudice to, and does not
constitute a waiver of, any rights the Borrower might have or might acquire
under Section 8.14 or otherwise as a result of the payment by any Lender of any
draft or the reimbursement by the Borrower thereof):

                                       21


                  (i) any lack of validity or enforceability of any Loan
         Document, any Letter of Credit Agreement, any Letter of Credit or any
         other agreement or instrument relating thereto (all of the foregoing
         being, collectively, the "L/C RELATED DOCUMENTS");

                  (ii) any change in the time, manner or place of payment of, or
         in any other term of, all or any of the obligations of the Borrower in
         respect of any L/C Related Document or any other amendment or waiver of
         or any consent to departure from all or any of the L/C Related
         Documents;

                  (iii) the existence of any claim, set-off, defense or other
         right that the Borrower may have at any time against any beneficiary or
         any transferee of a Letter of Credit (or any Persons for which any such
         beneficiary or any such transferee may be acting), any Issuing Bank,
         any Agent, any Lender or any other Person, whether in connection with
         the transactions contemplated by the L/C Related Documents or any
         unrelated transaction;

                  (iv) any statement or any other document presented under a
         Letter of Credit proving to be forged, fraudulent, invalid or
         insufficient in any respect or any statement therein being untrue or
         inaccurate in any respect;

                  (v) payment by any Issuing Bank under a Letter of Credit
         against presentation of a draft or certificate that does not strictly
         comply with the terms of such Letter of Credit;

                  (vi) any exchange, release or non-perfection of any
         collateral, or any release or amendment or waiver of or consent to
         departure from any guarantee, for all or any of the obligations of the
         Borrower in respect of the L/C Related Documents; or

                  (vii) any other circumstance or happening whatsoever, whether
         or not similar to any of the foregoing, including, without limitation,
         any other circumstance that might otherwise constitute a defense
         available to, or a discharge of, the Borrower or a guarantor.

                  SECTION 2.08. INTEREST ON REVOLVING CREDIT ADVANCES. (a)
SCHEDULED INTEREST. The Borrower shall pay interest on the unpaid principal
amount of each Revolving Credit Advance owing to each Lender from the date of
such Revolving Credit Advance until such principal amount shall be paid in full,
at the following rates per annum:

                  (i) BASE RATE ADVANCES. During such periods as such Revolving
         Credit Advance is a Base Rate Advance, a rate per annum equal at all
         times to the sum of (x) the Base Rate in effect from time to time PLUS
         (y) the Applicable Margin in effect from time to time PLUS (z) the
         Applicable Utilization Fee, if any, in effect from time to time,
         payable in arrears quarterly on the last day of each March, June,
         September and December during such periods and on the date such Base
         Rate Advance shall be Converted or paid in full.

                  (ii) EUROCURRENCY RATE ADVANCES. During such periods as such
         Revolving Credit Advance is a Eurocurrency Rate Advance, a rate per
         annum equal at all times during each Interest Period for such Revolving
         Credit Advance to the sum of (x) the Eurocurrency Rate for such
         Interest Period for such Revolving Credit Advance PLUS (y) the
         Applicable Margin in effect from time to time PLUS (z) the Applicable
         Utilization Fee, if any, in effect from time to time, payable in
         arrears on the last day of such Interest Period and, if such Interest
         Period has a duration of more than three months, on each day that
         occurs during such Interest Period every three months from the first
         day of such Interest Period and on the date such Eurocurrency Rate
         Advance shall be Converted or paid in full.

                  (b) DEFAULT INTEREST. Upon the occurrence and during the
continuance of an Event of Default under Section 6.01(a), the Agent may, and
upon the request of the Required Lenders shall, require the Borrower to pay
interest ("DEFAULT INTEREST") on (i) the unpaid principal amount of each
Revolving Credit Advance owing to each Lender, payable in arrears on the dates
referred to in clause (a)(i) or (a)(ii) above, at a rate per annum equal at all
times to 2% per annum above the rate per annum required to be paid on such
Revolving Credit Advance pursuant to clause (a)(i) or (a)(ii) above and (ii) to
the fullest extent permitted by law, the amount of any interest, fee or other
amount payable hereunder that is not paid when due, from the date such amount


                                       22


shall be due until such amount shall be paid in full, payable in arrears on the
date such amount shall be paid in full and on demand, at a rate per annum equal
at all times to 2% per annum above the rate per annum required to be paid on
Base Rate Advances pursuant to clause (a)(i) above; PROVIDED, HOWEVER, that
following acceleration of the Advances pursuant to Section 6.01, Default
Interest shall accrue and be payable hereunder whether or not previously
required by the Agent.

                  SECTION 2.09. INTEREST RATE DETERMINATION. (a) Each Reference
Bank agrees to furnish to the Agent timely information for the purpose of
determining each Eurocurrency Rate and each LIBO Rate. If any one or more of the
Reference Banks shall not furnish such timely information to the Agent for the
purpose of determining any such interest rate, the Agent shall determine such
interest rate on the basis of timely information furnished by the remaining
Reference Banks. The Agent shall give prompt notice to the Borrower and the
Lenders of the applicable interest rate determined by the Agent for purposes of
Section 2.08(a)(i) or (ii), and the rate, if any, furnished by each Reference
Bank for the purpose of determining the interest rate under Section 2.08(a)(ii).

                  (b) If, with respect to any Eurocurrency Rate Advances, the
Required Lenders notify the Agent that (i) they are unable to obtain matching
deposits in the London inter-bank market at or about 11:00 A.M. (London time) on
the second Business Day before the making of a Borrowing in sufficient amounts
to fund their respective Revolving Credit Advances as a part of such Borrowing
during its Interest Period or (ii) the Eurocurrency Rate for any Interest Period
for such Advances will not adequately reflect the cost to such Required Lenders
of making, funding or maintaining their respective Eurocurrency Rate Advances
for such Interest Period, the Agent shall forthwith so notify the Borrower and
the Lenders, whereupon (A) the Borrower will, on the last day of the then
existing Interest Period therefor, (1) if such Eurocurrency Rate Advances are
denominated in Dollars, either (x) prepay such Advances or (y) Convert such
Advances into Base Rate Advances and (2) if such Eurocurrency Rate Advances are
denominated in any Committed Currency, either (x) prepay such Advances or (y)
exchange such Advances into an Equivalent amount of Dollars and Convert such
Advances into Base Rate Advances and (B) the obligation of the Lenders to make,
or to Convert Revolving Credit Advances into, Eurocurrency Rate Advances shall
be suspended until the Agent shall notify the Borrower and the Lenders that the
circumstances causing such suspension no longer exist; PROVIDED that, if the
circumstances set forth in clause (ii) above are applicable, the Borrower may
elect, by notice to the Agent and the Lenders, to continue such Advances in such
Committed Currency for Interest Periods of not longer than one month, which
Advances shall thereafter bear interest at a rate per annum equal to the
Applicable Margin plus, for each Lender, the cost to such Lender (expressed as a
rate per annum) of funding its Eurocurrency Rate Advances by whatever means it
reasonably determines to be appropriate. Each Lender shall certify its cost of
funds for each Interest Period to the Agent and the Borrower as soon as
practicable (but in any event not later than ten Business Days after the first
day of such Interest Period).

                  (c) If the Borrower shall fail to select the duration of any
Interest Period for any Eurocurrency Rate Advances in accordance with the
provisions contained in the definition of "Interest Period" in Section 1.01, the
Agent will forthwith so notify the Borrower and the Lenders and such Advances
will automatically, on the last day of the then existing Interest Period
therefor, (i) if such Eurocurrency Rate Advances are denominated in Dollars,
Convert into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are
denominated in a Committed Currency, be exchanged for an Equivalent amount of
Dollars and Convert into Base Rate Advances.

                  (d) On the date on which the aggregate unpaid principal amount
of Eurocurrency Rate Advances comprising any Borrowing shall be reduced, by
payment or prepayment or otherwise, to less than the Revolving Credit Borrowing
Minimum, such Advances shall automatically (i) if such Eurocurrency Rate
Advances are denominated in Dollars, Convert into Base Rate Advances and (ii) if
such Eurocurrency Rate Advances are denominated in a Committed Currency, be
exchanged for an Equivalent amount of Dollars and Convert into Base Rate
Advances.

                  (e) Upon the occurrence and during the continuance of any
Event of Default under Section 6.01(a), (i) each Eurocurrency Rate Advance will
automatically, on the last day of the then existing Interest Period therefor,
(A) if such Eurocurrency Rate Advances are denominated in Dollars, be Converted
into Base Rate Advances and (B) if such Eurocurrency Rate Advances are
denominated in any Committed Currency, be exchanged for an Equivalent amount of
Dollars and be Converted into Base Rate Advances and (ii) the obligation of the


                                       23


Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall
be suspended; PROVIDED that Borrower may elect, by notice to the Agent and the
Lenders within one Business Day of such Event of Default, to continue such
Advances in such Committed Currency, whereupon the Agent may require that each
Interest Period relating to such Eurocurrency Rate Advances shall bear interest
at the Overnight Eurocurrency Rate for a period of three Business Days and
thereafter, each such Interest Period shall have a duration of not longer than
one month. "OVERNIGHT EUROCURRENCY RATE" means the rate per annum applicable to
an overnight period beginning on one Business Day and ending on the next
Business Day equal to the sum of 1%, the Applicable Interest Rate Margin and the
average, rounded upward to the nearest whole multiple of 1/16 of 1%, if such
average is not such a multiple, of the respective rates per annum quoted by each
Reference Bank to the Agent on request as the rate at which it is offering
overnight deposits in the relevant currency in amounts comparable to such
Reference Bank's Eurocurrency Rate Advances.

                  (f) If Telerate Markets Page 3750 is unavailable and fewer
than two Reference Banks furnish timely information to the Agent for determining
the Eurocurrency Rate or LIBO Rate for any Eurocurrency Rate Advances or LIBO
Rate Advances, as the case may be,

                  (i) the Agent shall forthwith notify the Borrower and the
         Lenders that the interest rate cannot be determined for such
         Eurocurrency Rate Advances or LIBO Rate Advances, as the case may be,

                  (ii) with respect to Eurocurrency Rate Advances, each such
         Advance will automatically, on the last day of the then existing
         Interest Period therefor, (A) if such Eurocurrency Rate Advance is
         denominated in Dollars, Convert into a Base Rate Advance and (B) if
         such Eurocurrency Rate Advance is denominated in any Committed
         Currency, be prepaid by the Borrower or be automatically exchanged for
         an Equivalent amount of Dollars and be Converted into a Base Rate
         Advance (or if such Advance is then a Base Rate Advance, will continue
         as a Base Rate Advance), and

                  (iii) the obligation of the Lenders to make Eurocurrency Rate
         Advances or LIBO Rate Advances or to Convert Revolving Credit Advances
         into Eurocurrency Rate Advances shall be suspended until the Agent
         shall notify the Borrower and the Lenders that the circumstances
         causing such suspension no longer exist.

                  SECTION 2.10. OPTIONAL CONVERSION OF REVOLVING CREDIT
ADVANCES. The Borrower may on any Business Day, upon notice given to the Agent
not later than 12:00 noon (New York City time) on the third Business Day prior
to the date of the proposed Conversion and subject to the provisions of Sections
2.09 and 2.13, Convert all Revolving Credit Advances denominated in Dollars of
one Type comprising the same Borrowing into Revolving Credit Advances of the
other Type; PROVIDED, HOWEVER, that any Conversion of Eurocurrency Rate Advances
into Base Rate Advances shall be made only on the last day of an Interest Period
for such Eurocurrency Rate Advances, any Conversion of Base Rate Advances into
Eurocurrency Rate Advances shall be in an amount not less than the minimum
amount specified in Section 2.02(b) and no Conversion of any Revolving Credit
Advances shall result in more separate Revolving Credit Borrowings than
permitted under Section 2.02(b). Each such notice of a Conversion shall, within
the restrictions specified above, specify (i) the date of such Conversion, (ii)
the Revolving Credit Advances to be Converted, and (iii) if such Conversion is
into Eurocurrency Rate Advances, the duration of the initial Interest Period for
each such Advance. Each notice of Conversion shall be irrevocable and binding on
the Borrower.

                  SECTION 2.11. PREPAYMENTS OF REVOLVING CREDIT ADVANCES. (a)
OPTIONAL. The Borrower may, upon notice at least three Business Days' prior to
the date of such prepayment, in the case of Eurocurrency Rate Advances, and not
later than 12:00 noon (New York City time) on the date of such prepayment, in
the case of Base Rate Advances, to the Agent stating the proposed date and
aggregate principal amount of the prepayment, and if such notice is given the
Borrower shall, prepay the outstanding principal amount of the Revolving Credit
Advances comprising part of the same Revolving Credit Borrowing in whole or
ratably in part, together with accrued interest to the date of such prepayment
on the principal amount prepaid; PROVIDED, HOWEVER, that (x) each partial
prepayment shall be in an aggregate principal amount of not less than the


                                       24


Revolving Credit Borrowing Minimum or a Revolving Credit Borrowing Multiple in
excess thereof and (y) in the event of any such prepayment of a Eurocurrency
Rate Advance, the Borrower shall be obligated to reimburse the Lenders in
respect thereof pursuant to Section 8.04(c).

                  (b) MANDATORY. (i) If, on any date, the Agent notifies the
Borrower that, on any interest payment date, the Equivalent in Dollars
(determined on the third Business Day prior to such interest payment date) of
the aggregate principal amount of all Tranche A Advances or all Tranche B
Advances then outstanding exceeds 105% of the aggregate Tranche A Commitments or
the Tranche B Commitments, as the case may be, on such date, the Borrower shall,
as soon as practicable and in any event within two Business Days after receipt
of such notice, subject to the proviso to this sentence set forth below, prepay
the outstanding principal amount of any Tranche A Advances or Tranche B Advances
in an aggregate amount sufficient to reduce such amount to an amount not to
exceed 100% of the aggregate Tranche A Commitments or the Tranche B Commitments,
as the case may be, on such date together with any interest accrued to the date
of such prepayment on the aggregate principal amount of the Tranche A Advances
or Tranche B Advances prepaid; PROVIDED that if the date of such required
prepayment is not the last day of an Interest Period for a Eurocurrency Rate
Advance, such required prepayment shall be deferred until the last day of the
Interest Period of the outstanding Eurocurrency Rate Advances. The Agent shall
give prompt notice of any prepayment required under this Section 2.11(b) to the
Borrower and the Lenders, and shall provide prompt notice to the Borrower of any
such notice of required prepayment received by it from any Lender.

                  (ii) Each prepayment made pursuant to this Section 2.11(b)
shall be made together with any interest accrued to the date of such prepayment
on the principal amounts prepaid and, in the case of any prepayment of a
Eurocurrency Rate Advance or a LIBO Rate Advance on a date other than the last
day of an Interest Period or at its maturity, any additional amounts which the
Borrower shall be obligated to reimburse to the Lenders in respect thereof
pursuant to Section 8.04(c). The Agent shall give prompt notice of any
prepayment required under this Section 2.11(b) to the Borrower and the Lenders.

                  SECTION 2.12. INCREASED COSTS. (a) If, due to either (i) the
introduction of or any change in or in the interpretation of any law or
regulation after the date hereof or (ii) the compliance with any guideline or
request from any central bank or other governmental authority made after the
date hereof including, without limitation, any agency of the European Union or
similar monetary or multinational authority (whether or not having the force of
law), there shall be any increase in the cost to any Lender of agreeing to make
or making, funding or maintaining Eurocurrency Rate Advances or LIBO Rate
Advances or of agreeing to issue or of issuing or maintaining or participating
in Letters of Credit (excluding for purposes of this Section 2.12 any such
increased costs resulting from (i) Taxes or Other Taxes (as to which Section
2.15 shall govern) and (ii) changes in the basis of taxation of overall net
income or overall gross income by the United States or by the foreign
jurisdiction or state under the laws of which such Lender is organized or has
its Applicable Lending Office or any political subdivision thereof), then the
Borrower shall from time to time, upon demand by such Lender (with a copy of
such demand to the Agent), pay to the Agent for the account of such Lender
additional amounts sufficient to compensate such Lender for such increased cost.
A certificate in reasonable detail as to the amount of such increased cost,
submitted to the Borrower and the Agent by such Lender, shall be conclusive and
binding for all purposes, absent manifest error.

                  (b) If any Lender determines that compliance with any law or
regulation or any guideline or request from any central bank or other
governmental authority (whether or not having the force of law) effected after
the date hereof affects or would affect the amount of capital required or
expected to be maintained by such Lender or any corporation controlling such
Lender and that the amount of such capital is increased by or based upon the
existence of such Lender's commitment to lend or to issue or participate in
Letters of Credit hereunder and other commitments of this type, then, upon
demand by such Lender (with a copy of such demand to the Agent), the Borrower
shall pay to the Agent for the account of such Lender, from time to time as
specified by such Lender, additional amounts sufficient to compensate such
Lender or such corporation in the light of such circumstances, to the extent
that such Lender reasonably determines such increase in capital to be allocable
to the existence of such Lender's commitment to lend hereunder. A certificate in
reasonable detail as to such amounts submitted to the Borrower and the Agent by
such Lender shall be conclusive and binding for all purposes, absent manifest
error.

                  (c) Failure or delay on the part of any Lender to demand
compensation pursuant to this Section shall not constitute a waiver of such
Lender's right to demand such compensation; PROVIDED that the Borrower shall not
be required to compensate a Lender pursuant to this Section for any increased


                                       25


costs or reductions incurred more than six months prior to the date that such
Lender notifies the Borrower of the change giving rise to such increased costs
or reductions and of such Lender's intention to claim compensation therefor;
PROVIDED FURTHER that, if the change giving rise to such increased costs or
reductions is retroactive, then the six-month period referred to above shall be
extended to include the period of retroactive effect thereof.

                  SECTION 2.13. ILLEGALITY. Notwithstanding any other provision
of this Agreement, if any Lender shall notify the Agent that the introduction of
or any change in or in the interpretation of any law or regulation makes it
unlawful, or any central bank or other governmental authority asserts that it is
unlawful, for any Lender or its Eurocurrency Lending Office to perform its
obligations hereunder to make Eurocurrency Rate Advances in Dollars or any
Committed Currency or LIBO Rate Advances in Dollars or any Foreign Currency or
to fund or maintain Eurocurrency Rate Advances in Dollars or any Committed
Currency or LIBO Rate Advances in Dollars or any Foreign Currency hereunder, (a)
each Eurocurrency Rate Advance or LIBO Rate Advance denominated in such
currency, as the case may be, will automatically, upon such demand, (i) if such
Eurocurrency Rate Advance or LIBO Rate Advance is denominated in Dollars, be
Converted into a Base Rate Advance or an Advance that bears interest at the rate
set forth in Section 2.08(a)(i), as the case may be, and (ii) if such
Eurocurrency Rate Advance or LIBO Rate Advance is denominated in any Foreign
Currency, be exchanged into an Equivalent amount of Dollars and be Converted
into a Base Rate Advance and (b) the obligation of the Lenders to make
Eurocurrency Rate Advances or LIBO Rate Advances in such currency or to Convert
Revolving Credit Advances into Eurocurrency Rate Advances shall be suspended
until the Agent shall notify the Borrower and the Lenders that the circumstances
causing such suspension no longer exist.

                  SECTION 2.14. PAYMENTS AND COMPUTATIONS. (a) The Borrower
shall make each payment hereunder (except with respect to principal of, interest
on, and other amounts relating to, Advances denominated in a Foreign Currency),
irrespective of any right of counterclaim or set-off, not later than 12:00 noon
(New York City time) on the day when due in Dollars to the Agent at the
applicable Agent's Account in same day funds. The Borrower shall make each
payment hereunder with respect to principal of, interest on, and other amounts
relating to, Advances denominated in a Foreign Currency, irrespective of any
right of counterclaim or set-off, not later than 12:00 noon (at the Payment
Office for such Foreign Currency) on the day when due in such Foreign Currency
to the Agent, by deposit of such funds to the applicable Agent's Account in same
day funds. The Agent will promptly thereafter cause to be distributed like funds
relating to the payment of principal or interest or facility fees ratably (other
than amounts payable pursuant to Section 2.03, 2.12, 2.15 or 8.04(c)) to the
Lenders for the account of their respective Applicable Lending Offices, and like
funds relating to the payment of any other amount payable to any Lender to such
Lender for the account of its Applicable Lending Office, in each case to be
applied in accordance with the terms of this Agreement. Upon any Assuming Lender
becoming a Lender hereunder as a result of a Commitment Increase pursuant to
Section 2.19, and upon the Agent's receipt of such Lender's Assumption Agreement
and recording of the information contained therein in the Register, from and
after the applicable Increase Date, the Agent shall make all payments hereunder
and under any Notes issued in connection therewith in respect of the interest
assumed thereby to the Assuming Lender. Upon its acceptance of an Assignment and
Acceptance and recording of the information contained therein in the Register
pursuant to Section 8.07(c), from and after the effective date specified in such
Assignment and Acceptance, the Agent shall make all payments hereunder and under
the Notes in respect of the interest assigned thereby to the Lender assignee
thereunder, and the parties to such Assignment and Acceptance shall make all
appropriate adjustments in such payments for periods prior to such effective
date directly between themselves.

                  (b) The Borrower hereby authorizes each Lender, if and to the
extent payment owed to such Lender is not made when due hereunder or under the
Note held by such Lender, to charge from time to time against any or all of the
Borrower's accounts with such Lender any amount so due.

                  (c) All computations of interest based on the Base Rate shall
be made by the Agent on the basis of a year of 365 or 366 days, as the case may
be, all computations of interest based on the Eurocurrency Rate or the Federal
Funds Rate and of fees and Letter of Credit commissions shall be made by the
Agent on the basis of a year of 360 days and computations in respect of
Competitive Bid Advances shall be made by the Agent as specified in the
applicable Notice of Competitive Bid Borrowing (or, in each case of Advances


                                       26


denominated in Foreign Currencies where market practice differs, in accordance
with market practice), in each case for the actual number of days (including the
first day but excluding the last day) occurring in the period for which such
interest, fees or commissions are payable. Each determination by the Agent of an
interest rate hereunder shall be conclusive and binding for all purposes, absent
manifest error.

                  (d) Whenever any payment hereunder or under the Notes shall be
stated to be due on a day other than a Business Day, such payment shall be made
on the next succeeding Business Day, and such extension of time shall in such
case be included in the computation of payment of interest or facility fee, as
the case may be; PROVIDED, HOWEVER, that, if such extension would cause payment
of interest on or principal of Eurocurrency Rate Advances or LIBO Rate Advances
to be made in the next following calendar month, such payment shall be made on
the next preceding Business Day.

                  (e) Unless the Agent shall have received notice from the
Borrower prior to the date on which any payment is due to the Lenders hereunder
that the Borrower will not make such payment in full, the Agent may assume that
the Borrower has made such payment in full to the Agent on such date and the
Agent may, in reliance upon such assumption, cause to be distributed to each
Lender on such due date an amount equal to the amount then due such Lender. If
and to the extent the Borrower shall not have so made such payment in full to
the Agent, each Lender shall repay to the Agent forthwith on demand such amount
distributed to such Lender together with interest thereon, for each day from the
date such amount is distributed to such Lender until the date such Lender repays
such amount to the Agent, at (i) the Federal Funds Rate in the case of Advances
denominated in Dollars or (ii) the cost of funds incurred by the Agent in
respect of such amount in the case of Advances denominated in Foreign
Currencies.

                  (f) To the extent that the Agent receives funds for
application to the amounts owing by any Loan Party under or in respect of this
Agreement or any other Loan Document in currencies other than the currency or
currencies required to enable the Agent to distribute funds to the Lenders in
accordance with the terms of this Section 2.14, the Agent shall be entitled to
convert or exchange such funds into Dollars or into a Foreign Currency or from
Dollars to a Foreign Currency or from a Foreign Currency to Dollars, as the case
may be, to the extent necessary to enable the Agent to distribute such funds in
accordance with the terms of this Section 2.14; PROVIDED that the Borrower and
each of the Lenders hereby agree that the Agent shall not be liable or
responsible for any loss, cost or expense suffered by the Borrower or such
Lender as a result of any conversion or exchange of currencies affected pursuant
to this Section 2.14(f) or as a result of the failure of the Agent to effect any
such conversion or exchange; and PROVIDED FURTHER that the Borrower agrees to
indemnify the Agent and each Lender, and hold the Agent and each Lender
harmless, for any and all losses, costs and expenses incurred by the Agent or
any Lender for any conversion or exchange of currencies (or the failure to
convert or exchange any currencies) in accordance with this Section 2.14(f).

                  SECTION 2.15. TAXES. (a) Any and all payments by the Borrower
to or for the account of any Lender or the Agent hereunder or under the Notes or
any other documents to be delivered hereunder shall be made, in accordance with
Section 2.14 or the applicable provisions of such other documents, free and
clear of and without deduction for any and all present or future taxes, levies,
imposts, deductions, charges or withholdings, and all liabilities with respect
thereto, EXCLUDING, in the case of each Lender, the Sub-Agent and the Agent,
taxes imposed on its overall net income, and franchise taxes imposed on it in
lieu of net income taxes, by the jurisdiction under the laws of which such
Lender, the Sub-Agent or the Agent (as the case may be) is organized or any
political subdivision thereof and, in the case of each Lender, taxes imposed on
its overall net income, and franchise taxes imposed on it in lieu of net income
taxes, by the jurisdiction of such Lender's Applicable Lending Office or any
political subdivision thereof (all such non-excluded taxes, levies, imposts,
deductions, charges, withholdings and liabilities in respect of payments
hereunder or under the Notes being hereinafter referred to as "TAXES"). If the
Borrower shall be required by law to deduct any Taxes from or in respect of any
sum payable hereunder or under any Note or any other documents to be delivered
hereunder to any Lender, the Sub-Agent or the Agent, (i) the sum payable shall
be increased as may be necessary so that after making all required deductions
(including deductions applicable to additional sums payable under this Section
2.15) such Lender, the Sub-Agent or the Agent (as the case may be) receives an
amount equal to the sum it would have received had no such deductions been made,
(ii) the Borrower shall make such deductions and (iii) the Borrower shall pay
the full amount deducted to the relevant taxation authority or other authority
in accordance with applicable law.

                  (b) In addition, the Borrower shall pay any present or future
stamp or documentary taxes or any other excise or property taxes, charges or
similar levies that arise from any payment made hereunder or under the Notes any


                                       27


other documents to be delivered hereunder or from the execution, delivery or
registration of, performing under, or otherwise with respect to, this Agreement,
any other Loan Document or any other documents to be delivered hereunder or
thereunder (hereinafter referred to as "OTHER TAXES").

                  (c) The Borrower shall indemnify each Lender and the Agent for
and hold it harmless against the full amount of Taxes or Other Taxes (including,
without limitation, taxes of any kind imposed or asserted by any jurisdiction on
amounts payable under this Section 2.15) imposed on or paid by such Lender or
the Agent (as the case may be) and any liability (including penalties, interest
and expenses) arising therefrom or with respect thereto. This indemnification
shall be made within 30 days from the date such Lender or the Agent (as the case
may be) makes written demand therefor by delivery of an invoice in reasonable
detail evidencing the amounts owed.

                  (d) Within 30 days after the date of any payment of Taxes, the
Borrower shall furnish to the Agent, at its address referred to in Section 8.02,
the original or a certified copy of a receipt evidencing such payment to the
extent such a receipt is issued therefor, or other written proof of payment
thereof that is reasonably satisfactory to the Agent. In the case of any payment
hereunder or under the Notes or any other documents to be delivered hereunder by
or on behalf of the Borrower through an account or branch outside the United
States or by or on behalf of the Borrower by a payor that is not a United States
person, if the Borrower determines that no Taxes are payable in respect thereof,
the Borrower shall furnish, or shall cause such payor to furnish, to the Agent,
at such address, an opinion of counsel acceptable to the Agent stating that such
payment is exempt from Taxes. For purposes of this subsection (d) and subsection
(e), the terms "UNITED STATES" and "UNITED STATES PERSON" shall have the
meanings specified in Section 7701 of the Internal Revenue Code.

                  (e) Each Lender organized under the laws of a jurisdiction
outside the United States, on or prior to the date of its execution and delivery
of this Agreement in the case of each Initial Lender and on the date of the
Assumption Agreement or the Assumption Agreement or the Assignment and
Acceptance pursuant to which it becomes a Lender in the case of each other
Lender, and from time to time thereafter as reasonably requested in writing by
the Borrower (but only so long as such Lender remains lawfully able to do so),
shall provide each of the Agent and the Borrower with two original Internal
Revenue Service forms W-8BEN or W-8ECI, as appropriate, or any successor or
other form prescribed by the Internal Revenue Service, certifying that such
Lender is exempt from or entitled to a reduced rate of United States withholding
tax on payments pursuant to this Agreement or the Notes. If the form provided by
a Lender at the time such Lender first becomes a party to this Agreement
indicates a United States interest withholding tax rate in excess of zero,
withholding tax at such rate shall be considered excluded from Taxes unless and
until such Lender provides the appropriate forms certifying that a lesser rate
applies, whereupon withholding tax at such lesser rate only shall be considered
excluded from Taxes for periods governed by such form; PROVIDED, HOWEVER, that,
if at the date of the Assignment and Acceptance pursuant to which a Lender
assignee becomes a party to this Agreement, the Lender assignor was entitled to
payments under subsection (a) in respect of United States withholding tax with
respect to interest paid at such date, then, to such extent, the term Taxes
shall include (in addition to withholding taxes that may be imposed in the
future or other amounts otherwise includable in Taxes) United States withholding
tax, if any, applicable with respect to the Lender assignee on such date. If any
form or document referred to in this subsection (e) requires the disclosure of
information, other than information necessary to compute the tax payable and
information required on the date hereof by Internal Revenue Service form W-8BEN
or W-8ECI, that the Lender reasonably considers to be confidential, the Lender
shall give notice thereof to the Borrower and shall not be obligated to include
in such form or document such confidential information.

                  (f) For any period with respect to which a Lender has failed
to provide the Borrower with the appropriate form, certificate or other document
described in Section 2.15(e) (OTHER THAN if such failure is due to a change in
law, or in the interpretation or application thereof, occurring subsequent to
the date on which a form, certificate or other document originally was required
to be provided, or if such form, certificate or other document otherwise is not
required under subsection (e) above), such Lender shall not be entitled to
indemnification under Section 2.15(a) or (c) with respect to Taxes imposed by
the United States by reason of such failure; PROVIDED, HOWEVER, that should a
Lender become subject to Taxes because of its failure to deliver a form,
certificate or other document required hereunder, the Borrower shall take such
steps as the Lender shall reasonably request to assist the Lender to recover
such Taxes.




                                       28


                  (g) Any Lender claiming any additional amounts payable
pursuant to this Section 2.15 agrees to use reasonable efforts (consistent with
its internal policy and legal and regulatory restrictions) to change the
jurisdiction of its Eurocurrency Lending Office if the making of such a change
would avoid the need for, or reduce the amount of, any such additional amounts
that may thereafter accrue and would not, in the reasonable judgment of such
Lender, be otherwise disadvantageous to such Lender.

                  SECTION 2.16. SHARING OF PAYMENTS, ETC. If any Lender shall
obtain any payment (whether voluntary, involuntary, through the exercise of any
right of set-off, or otherwise) on account of the Revolving Credit Advances
owing to it (other than pursuant to Section 2.12, 2.15 or 8.04(c)) in excess of
its ratable share of payments on account of the Revolving Credit Advances
obtained by all the Lenders, such Lender shall forthwith purchase from the other
Lenders such participations in the Revolving Credit Advances owing to them as
shall be necessary to cause such purchasing Lender to share the excess payment
ratably with each of them; PROVIDED, however, that if all or any portion of such
excess payment is thereafter recovered from such purchasing Lender, such
purchase from each Lender shall be rescinded and such Lender shall repay to the
purchasing Lender the purchase price to the extent of such recovery together
with an amount equal to such Lender's ratable share (according to the proportion
of (i) the amount of such Lender's required repayment to (ii) the total amount
so recovered from the purchasing Lender) of any interest or other amount paid or
payable by the purchasing Lender in respect of the total amount so recovered.
The Borrower agrees that any Lender so purchasing a participation from another
Lender pursuant to this Section 2.16 may, to the fullest extent permitted by
law, exercise all its rights of payment (including the right of set-off) with
respect to such participation as fully as if such Lender were the direct
creditor of the Borrower in the amount of such participation.

                  SECTION 2.17. EVIDENCE OF DEBT. (a) Each Lender shall maintain
in accordance with its usual practice an account or accounts evidencing the
indebtedness of the Borrower to such Lender resulting from each Revolving Credit
Advance owing to such Lender from time to time, including the amounts of
principal and interest payable and paid to such Lender from time to time
hereunder in respect of Revolving Credit Advances. The Borrower agrees that upon
notice by any Lender to the Borrower (with a copy of such notice to the Agent)
to the effect that a Revolving Credit Note is required or appropriate in order
for such Lender to evidence (whether for purposes of pledge, enforcement or
otherwise) the Revolving Credit Advances owing to, or to be made by, such
Lender, the Borrower shall promptly execute and deliver to such Lender a
Revolving Credit Note payable to the order of such Lender in a principal amount
up to the Revolving Credit Commitment(s) of such Lender.

                  (b) The Register maintained by the Agent pursuant to Section
8.07(d) shall include a control account, and a subsidiary account for each
Lender, in which accounts (taken together) shall be recorded (i) the date and
amount of each Borrowing made hereunder, the Type of Advances comprising such
Borrowing and, if appropriate, the Interest Period applicable thereto, (ii) the
terms of each Assumption Agreement and each Assignment and Acceptance delivered
to and accepted by it, (iii) the amount of any principal or interest due and
payable or to become due and payable from the Borrower to each Lender hereunder
and (iv) the amount of any sum received by the Agent from the Borrower hereunder
and each Lender's share thereof.

                  (c) Entries made in good faith by the Agent in the Register
pursuant to subsection (b) above, and by each Lender in its account or accounts
pursuant to subsection (a) above, shall be PRIMA FACIE evidence of the amount of
principal and interest due and payable or to become due and payable from the
Borrower to, in the case of the Register, each Lender and, in the case of such
account or accounts, such Lender, under this Agreement, absent manifest error;
PROVIDED, HOWEVER, that the failure of the Agent or such Lender to make an
entry, or any finding that an entry is incorrect, in the Register or such
account or accounts shall not limit or otherwise affect the obligations of the
Borrower under this Agreement.

                  SECTION 2.18. USE OF PROCEEDS. The proceeds of the Advances
and issuances of Letters of Credit shall be available (and the Borrower agrees
that it shall use such proceeds) solely for general corporate purposes of the
Borrower and its Subsidiaries.

                  SECTION 2.19. INCREASE IN THE AGGREGATE COMMITMENTS. (a) The
Borrower may, at any time but in any event not more than once in any calendar
year prior to the Termination Date, by notice to the Agent, request that the
aggregate amount of the Tranche A Commitment be increased by an amount of
$25,000,000 or an integral multiple thereof (each a "COMMITMENT INCREASE") to be


                                       29


effective as of a date that is at least 90 days prior to the scheduled
Termination Date then in effect (the "INCREASE DATE") as specified in the
related notice to the Agent; PROVIDED, HOWEVER that (i) in no event shall the
aggregate amount of the Tranche A Commitments at any time exceed $900,000,000
and (ii) on the date of any request by the Borrower for a Commitment Increase
and on the related Increase Date (A) the Public Debt Rating shall be BBB- or
better from S&P and Baa3 or better from Moody's and (B) the applicable
conditions set forth in Article III shall be satisfied.

                  (b) The Agent shall promptly notify the Lenders of a request
by the Borrower for a Commitment Increase, which notice shall include (i) the
proposed amount of such requested Commitment Increase, (ii) the proposed
Increase Date and (iii) the date by which Lenders wishing to participate in the
Commitment Increase must commit to an increase in the amount of their respective
Tranche A Commitments (the "COMMITMENT Date"). Each Lender that is willing to
participate in such requested Commitment Increase (each an "INCREASING LENDER")
shall, in its sole discretion, give written notice to the Agent on or prior to
the Commitment Date of the amount by which it is willing to increase its Tranche
A Commitment. If the Lenders notify the Agent that they are willing to increase
the amount of their respective Tranche A Commitments by an aggregate amount that
exceeds the amount of the requested Commitment Increase, the requested
Commitment Increase shall be allocated among the Lenders willing to participate
therein in such amounts as are agreed between the Borrower and the Agent. No
Lender shall have any obligation to participate in any requested Commitment
Increase, and the election of any Lender to participate in a requested
Commitment Increase shall not obligate any other Lender to so participate.

                  (c) Promptly following each Commitment Date, the Agent shall
notify the Borrower as to the amount, if any, by which the Lenders are willing
to participate in the requested Commitment Increase. If the aggregate amount by
which the Lenders are willing to participate in any requested Commitment
Increase on any such Commitment Date is less than the requested Commitment
Increase, then the Borrower may extend offers to one or more Eligible Assignees
to participate in any portion of the requested Commitment Increase that has not
been committed to by the Lenders as of the applicable Commitment Date; PROVIDED,
HOWEVER, that the Commitment of each such Eligible Assignee shall be in an
amount of $5,000,000 or an integral multiple thereof.

                  (d) On each Increase Date, each Eligible Assignee that accepts
an offer to participate in a requested Commitment Increase in accordance with
Section 2.19(b) (each, an "ASSUMING LENDER") shall become a Lender party to this
Agreement as of such Increase Date and the Tranche A Commitment of each
Increasing Lender for such requested Commitment Increase shall be so increased
by such amount (or by the amount allocated to such Lender pursuant to the last
sentence of Section 2.19(b)) as of such Increase Date; PROVIDED, HOWEVER, that
the Agent shall have received on or before such Increase Date the following,
each dated such date:

                  (i) (A) certified copies of resolutions of the Board of
         Directors of the Borrower or the Executive Committee of such Board
         approving the Commitment Increase and the corresponding modifications
         to this Agreement and (B) an opinion of counsel for the Borrower (which
         may be in-house counsel), in substantially the form of Exhibit E
         hereto;

                  (ii) an assumption agreement from each Assuming Lender, if
         any, in form and substance satisfactory to the Borrower and the Agent
         (each an "ASSUMPTION AGREEMENT"), duly executed by such Eligible
         Assignee, the Agent and the Borrower; and

                  (iii) confirmation from each Increasing Lender of the increase
         in the amount of its Commitment in a writing satisfactory to the
         Borrower and the Agent.

On each Increase Date, upon fulfillment of the conditions set forth in the
immediately preceding sentence of this Section 2.19(d), the Agent shall notify
the Lenders (including, without limitation, each Assuming Lender) and the
Borrower, on or before 1:00 P.M. (New York City time), by telecopier or telex,
of the occurrence of the Commitment Increase to be effected on such Increase
Date and shall record in the Register the relevant information with respect to
each Increasing Lender and each Assuming Lender on such date.



                                       30


                                   ARTICLE III

                     CONDITIONS TO EFFECTIVENESS AND LENDING

                  SECTION 3.01. CONDITIONS PRECEDENT TO EFFECTIVENESS OF
SECTIONS 2.01 AND 2.03. Sections 2.01 and 2.03 of this Agreement shall become
effective on and as of the first date (the "EFFECTIVE DATE") on which the
following conditions precedent have been satisfied:

                  (a) There shall have occurred no Material Adverse Change since
         December 27, 2003.

                  (b) There shall exist no action, suit, investigation,
         litigation or proceeding affecting the Borrower or any of its
         Subsidiaries pending or threatened before any court, governmental
         agency or arbitrator that (i) could be reasonably likely to have a
         Material Adverse Effect other than the matters described on Schedule
         3.01(b) hereto (the "DISCLOSED LITIGATION") or (ii) purports to affect
         the legality, validity or enforceability of any Loan Document or the
         consummation of the transactions contemplated hereby, and there shall
         have been no adverse change in the status, or financial effect on the
         Borrower or any of its Subsidiaries, of the Disclosed Litigation from
         that described on Schedule 3.01(b) hereto.

                  (c) Nothing shall have come to the attention of the Lenders
         during the course of their due diligence investigation to lead them to
         believe that the Information Memorandum and all other Confidential
         Information provided to the Lenders prior to the date hereof was or has
         become misleading, incorrect or incomplete in any material respect;
         without limiting the generality of the foregoing, the Lenders shall
         have been given such access to the management, records, books of
         account, contracts and properties of the Borrower and its Subsidiaries
         as they shall have requested.

                  (d) All governmental and third party consents and approvals
         necessary in connection with the transactions contemplated hereby shall
         have been obtained (without the imposition of any conditions that are
         not acceptable to the Lenders) and shall remain in effect, and no law
         or regulation shall be applicable in the reasonable judgment of the
         Lenders that restrains, prevents or imposes materially adverse
         conditions upon the transactions contemplated hereby.

                  (e) The Borrower shall have notified the Agent in writing as
         to the proposed Effective Date.

                  (f) The Borrower shall have paid all accrued fees and expenses
         of the Agent and the Lenders (including the accrued reasonable fees and
         expenses of counsel to the Arrangers).

                  (g) On the Effective Date, the following statements shall be
         true and the Agent shall have received for the account of each Lender a
         certificate signed by a duly authorized officer of the Borrower, dated
         the Effective Date, stating that:

                           (i) The representations and warranties contained in
                  Section 4.01 are correct on and as of the Effective Date, and

                           (ii) No event has occurred and is continuing that
                  constitutes a Default.

                  (h) The Agent shall have received on or before the Effective
         Date the following, each dated such day, in form and substance
         satisfactory to the Agent and (except for the Revolving Credit Notes)
         in sufficient copies for each Lender:

                           (i) The Revolving Credit Notes to the order of the
                  Lenders to the extent requested by any Lender pursuant to
                  Section 2.17.

                           (ii) a guaranty in substantially the form of Exhibit
                  D hereto (together with each other guaranty or guaranty
                  supplement delivered pursuant to Section 5.01(j), in each case
                  as amended, the "GUARANTY"), duly executed by each Guarantor.



                                       31


                           (iii) Certified copies of the resolutions of the
                  Board of Directors of each Loan Party approving each Loan
                  Document to which it is or is to be a party, and of all
                  documents evidencing other necessary corporate action and
                  governmental approvals, if any, with respect to each Loan
                  Document to which it is or is to be a party.

                           (iv) A certificate of the Secretary or an Assistant
                  Secretary of each Loan Party certifying the names and true
                  signatures of the officers of such Loan Party authorized to
                  sign each Loan Document to which it is or is to be a party and
                  the other documents to be delivered hereunder and thereunder.

                           (v) A favorable opinion Brian Dan, Associate General
                  Counsel of the Borrower and a favorable opinion of McDermott,
                  Will & Emery, counsel for the Loan Parties, substantially in
                  the form of Exhibits E-1 and E-2 hereto, respectively, and as
                  to such other matters as any Lender through the Agent may
                  reasonably request.

                           (vi) A favorable opinion of Shearman & Sterling LLP,
                  counsel for the Arrangers, in form and substance satisfactory
                  to the Agent.

                  (i) The Borrower shall have terminated the commitments, and
         arranged, contemporaneously with the initial Borrowing under this
         Agreement, to have paid in full all Debt, interest, fees and other
         amounts outstanding, under the Three Year Credit Agreement dated as
         April 24, 2002, as amended, among the Borrower, the lenders parties
         thereto and Wachovia Bank, National Association, as agent, and each of
         the Lenders that is a party to each such credit facility hereby waives,
         upon execution of this Agreement, the three Business Days' notice
         required by Section 2.06 of each such Credit Agreement relating to the
         termination of commitments thereunder.

                  SECTION 3.02. CONDITIONS PRECEDENT TO EACH REVOLVING CREDIT
BORROWING, LETTER OF CREDIT ISSUANCE AND COMMITMENT INCREASE. The obligation of
each Lender to make a Revolving Credit Advance on the occasion of each Revolving
Credit Borrowing, the obligation of each Issuing Bank to issue a Letter of
Credit and each Commitment Increase shall be subject to the conditions precedent
that the Effective Date shall have occurred and on the date of such Revolving
Credit Borrowing, issuance or the applicable Increase Date (a) the following
statements shall be true (and each of the giving of the applicable Notice of
Revolving Credit Borrowing, Notice of Issuance, request for Commitment Increase
and the acceptance by the Borrower of the proceeds of such Revolving Credit
Borrowing or Letter of Credit shall constitute a representation and warranty by
the Borrower that on the date of such Borrowing or such issuance or such
Increase Date such statements are true):

                  (i) the representations and warranties contained in each Loan
         Document (other than, in the case of a Revolving Credit Borrowing or
         the issuance of a Letter of Credit, the representations set forth in
         the last sentence of subsection 4.01(e) hereof and in subsection
         4.01(f)(i) hereof) and are correct on and as of such date, before and
         after giving effect to such Revolving Credit Borrowing, such issuance,
         such Commitment Increase and to the application of the proceeds
         therefrom, as though made on and as of such date, and

                  (ii) no event has occurred and is continuing, or would result
         from such Revolving Credit Borrowing, such issuance, such Commitment
         Increase or from the application of the proceeds therefrom, that
         constitutes a Default;

and (b) the Agent shall have received such other approvals, opinions or
documents as any Lender through the Agent may reasonably request.

                  SECTION 3.03. CONDITIONS PRECEDENT TO EACH COMPETITIVE BID
BORROWING. The obligation of each Lender that is to make a Competitive Bid
Advance on the occasion of a Competitive Bid Borrowing to make such Competitive


                                       32


Bid Advance as part of such Competitive Bid Borrowing is subject to the
conditions precedent that (i) the Agent shall have received the written
confirmatory Notice of Competitive Bid Borrowing with respect thereto, (ii) on
or before the date of such Competitive Bid Borrowing, but prior to such
Competitive Bid Borrowing, the Agent shall have received a Competitive Bid Note
payable to the order of such Lender for each of the one or more Competitive Bid
Advances to be made by such Lender as part of such Competitive Bid Borrowing, in
a principal amount equal to the principal amount of the Competitive Bid Advance
to be evidenced thereby and otherwise on such terms as were agreed to for such
Competitive Bid Advance in accordance with Section 2.03, and (iii) on the date
of such Competitive Bid Borrowing the following statements shall be true (and
each of the giving of the applicable Notice of Competitive Bid Borrowing and the
acceptance by the Borrower of the proceeds of such Competitive Bid Borrowing
shall constitute a representation and warranty by the Borrower that on the date
of such Competitive Bid Borrowing such statements are true):

                  (a) the representations and warranties contained in each Loan
         Document (other than the representations set forth in the last sentence
         of subsection 4.01(e) hereof and in subsection 4.01(f)(i) hereof) are
         correct on and as of the date of such Competitive Bid Borrowing, before
         and after giving effect to such Competitive Bid Borrowing and to the
         application of the proceeds therefrom, as though made on and as of such
         date, and

                  (b) no event has occurred and is continuing, or would result
         from such Competitive Bid Borrowing or from the application of the
         proceeds therefrom, that constitutes a Default.

                  SECTION 3.04. DETERMINATIONS UNDER SECTION 3.01. For purposes
of determining compliance with the conditions specified in Section 3.01, each
Lender shall be deemed to have consented to, approved or accepted or to be
satisfied with each document or other matter required thereunder to be consented
to or approved by or acceptable or satisfactory to the Lenders unless an officer
of the Agent responsible for the transactions contemplated by this Agreement
shall have received notice from such Lender prior to the date that the Borrower,
by notice to the Lenders, designates as the proposed Effective Date, specifying
its objection thereto. The Agent shall promptly notify the Lenders of the
occurrence of the Effective Date.

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

                  SECTION 4.01. REPRESENTATIONS AND WARRANTIES OF THE BORROWER.
The Borrower represents and warrants as follows:

                  (a) Each Loan Party and their Material Subsidiaries (i) is a
         corporation duly organized, validly existing and in good standing under
         the laws of the jurisdiction of its incorporation, (ii) is duly
         qualified and in good standing as a foreign corporation in each other
         jurisdiction in which it own or leases property or in which the conduct
         of its business requires it to so qualify or be licensed, except where
         the failure to be so qualified would not have a Material Adverse Effect
         and (iii) has all requisite corporate power and authority (including,
         without limitation, all governmental licenses, permits and other
         approvals) to own or lease and operate its properties and to carry on
         its business as now conducted as and proposed to be conducted.

                  (b) The execution, delivery and performance by each Loan Party
         of each Loan Document to which it is or is to be a party, and the
         consummation of the transactions contemplated hereby and thereby, are
         within such Loan Party's corporate powers, have been duly authorized by
         all necessary corporate action, and do not contravene (i) such Loan
         Party's charter or by-laws or (ii) law or any contractual restriction
         binding on or affecting any Loan Party, any of its Subsidiaries or any
         of its properties.



                                       33


                  (c) No authorization or approval or other action by, and no
         notice to or filing with, any governmental authority or regulatory body
         or any other third party is required for the due execution, delivery
         and performance by any Loan Party of the Loan Documents to which it is
         or is to be a party.

                  (d) This Agreement has been, and each of the other Loan
         Documents when delivered hereunder will have been, duly executed and
         delivered by each Loan Party party thereto. This Agreement is, and each
         of the other Loan Documents when delivered hereunder will be, the
         legal, valid and binding obligation of each Loan Party party thereto
         enforceable against such Loan Party in accordance with their respective
         terms, subject to applicable bankruptcy, insolvency, reorganization,
         moratorium or other laws affecting the rights of creditors generally
         and subject to general principles of equity.

                  (e) The Consolidated balance sheet of the Borrower and its
         Subsidiaries as at December 27, 2003, and the related Consolidated
         statements of income and cash flows of the Borrower and its
         Subsidiaries for the fiscal year then ended, accompanied by an opinion
         of Deloitte & Touche LLP, independent public accountants, copies of
         which have been furnished to each Lender, fairly present the
         Consolidated financial condition of the Borrower and its Subsidiaries
         as at such date and the Consolidated results of the operations of the
         Borrower and its Subsidiaries for the period ended on such date, all in
         accordance with generally accepted accounting principles consistently
         applied. Since December 27, 2003, there has been no Material Adverse
         Change.

                  (f) There is no pending or threatened action, suit,
         investigation, litigation or proceeding, including, without limitation,
         any Environmental Action, affecting the Borrower or any of its
         Subsidiaries before any court, governmental agency or arbitrator that
         (i) could be reasonably likely to have a Material Adverse Effect (other
         than the Disclosed Litigation) or (ii) purports to affect the legality,
         validity or enforceability of any Loan Document or the consummation of
         the transactions contemplated hereby, and there has been no adverse
         change in the status, or financial effect on the Borrower or any of its
         Subsidiaries, of the Disclosed Litigation from that described on
         Schedule 3.01(b) hereto.

                  (g) Neither the Information Memorandum nor any other
         information, exhibit or report furnished by or on behalf of any Loan
         Party to the Agent or and Lender in connection with the negotiation and
         syndication of the Loan Documents or pursuant to the terms of the Loan
         Documents contained any untrue statement of a material fact or omitted
         to state a material fact necessary to make the statements made therein
         not misleading.

                  (h) The Borrower and each of its Material Subsidiaries has
         filed, has caused to be filed or has been included in all tax returns
         (Federal, state, local and foreign) required to be filed and has paid
         all taxes shown thereon to be due, together with applicable interest
         and penalties.

                  (i) The Borrower is not engaged in the business of extending
         credit for the purpose of purchasing or carrying margin stock (within
         the meaning of Regulation U issued by the Board of Governors of the
         Federal Reserve System), and no proceeds of any Advance will be used to
         purchase or carry any margin stock or to extend credit to others for
         the purpose of purchasing or carrying any margin stock.

                  (j) The Borrower 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.

                  (k) Each of the Borrower and its Subsidiaries has good title
         to, or valid leasehold interests in, all its real and personal property
         material to its business, except for minor defects in title that do not
         interfere with its ability to conduct its business as currently
         conducted or to utilize such properties for their intended purposes,
         and none of such property is subject to any Lien, except as permitted
         by Section 5.02(a).

                  (l) Each of the Borrower and its Subsidiaries owns, or is
         licensed to use, all trademarks, tradenames, copyrights, patents and
         other intellectual property material to its business, and the use
         thereof by the Borrower and its Subsidiaries does not infringe upon the


                                       34


         rights of any other Person, except for any such infringements that,
         individually or in the aggregate, could not reasonably be expected to
         result in a Material Adverse Effect.

                  (m) All intercompany loans in an outstanding principal amount
         of $25,000,000 or more by the Borrower or a Guarantor to a Subsidiary
         of the Borrower that is not a Guarantor as of the Effective Date are
         described on Schedule 4.01(m) hereto.

                  (n) The Borrower and its Subsidiaries have experienced no
         strikes, labor disputes, slow downs or work stoppages due to labor
         disagreements which have had, or would reasonably be expected to have,
         a Materially Adverse Effect, and, to the best knowledge of the
         Borrower, there are no such strikes, disputes, slow downs or work
         stoppages threatened against the Borrower or any of its Subsidiaries.

                  (o) Each Loan Party is, individually and together with its
         Subsidiaries, Solvent.

                                    ARTICLE V

                            COVENANTS OF THE BORROWER

                  SECTION 5.01. AFFIRMATIVE COVENANTS. So long as any Advance
shall remain unpaid or any Lender shall have any Commitment hereunder or any
Letter of Credit shall be outstanding, the Borrower will:

                  (a) COMPLIANCE WITH LAWS, ETC. Comply, and cause each of its
         Subsidiaries to comply, in all material respects, with all applicable
         laws, rules, regulations and orders, such compliance to include,
         without limitation, compliance with ERISA and Environmental Laws,
         except to the extent that any such non-compliance, in the aggregate,
         would not have a material negative impact on any Loan Party and its
         Subsidiaries, taken as a whole.

                  (b) PAYMENT OF TAXES, ETC. Pay and discharge, and cause each
         of its Subsidiaries to pay and discharge, before the same shall become
         delinquent, (i) all taxes, assessments and governmental charges or
         levies imposed upon it or upon its property and (ii) all lawful claims
         that, if unpaid, might by law become a Lien upon its property;
         PROVIDED, HOWEVER, that neither the Borrower nor any of its
         Subsidiaries shall be required to pay or discharge any such tax,
         assessment, charge or claim that is being contested in good faith and
         by proper proceedings and as to which appropriate reserves are being
         maintained, unless and until any Lien resulting therefrom attaches to
         its property and becomes enforceable against its other creditors.

                  (c) MAINTENANCE OF INSURANCE. Maintain, and cause each of its
         Subsidiaries to maintain, insurance with responsible and reputable
         insurance companies or associations in such amounts and covering such
         risks as is usually carried by companies engaged in similar businesses
         and owning similar properties in the same general areas in which the
         Borrower or such Subsidiary operates; PROVIDED, however, that the
         Borrower and its Subsidiaries may self-insure to the same extent as
         other companies engaged in similar businesses and owning similar
         properties in the same general areas in which the Borrower or such
         Subsidiary operates and to the extent consistent with prudent business
         practice.

                  (d) PRESERVATION OF CORPORATE EXISTENCE, ETC. Preserve and
         maintain, and cause each of its Subsidiaries to preserve and maintain,
         its corporate existence, rights (charter and statutory) and franchises;
         PROVIDED, HOWEVER, that (i) the Borrower and its Subsidiaries may
         consummate any merger or consolidation permitted under Section 5.02(b)
         and (ii) neither the Borrower nor any of its Subsidiaries shall be
         required to preserve any right or franchise if the Board of Directors
         of the Borrower or such Subsidiary shall determine that the
         preservation thereof is no longer desirable in the conduct of the
         business of the Borrower or such Subsidiary, as the case may be, and
         that the loss thereof is not disadvantageous in any material respect to
         the Borrower, such Subsidiary or the Lenders, PROVIDED, FURTHER, that


                                       35


         the foregoing shall not restrict any Person other than a Loan Party to
         the extent that the failure to so comply would not be reasonably likely
         to have a Material Adverse Effect.

                  (e) VISITATION RIGHTS. At any reasonable time and from time to
         time during normal business hours, permit the Agent or any of the
         Lenders or any agents or representatives thereof, to examine and make
         copies of and abstracts from the records and books of account of, and
         visit the properties of, the Borrower and any of its Subsidiaries, and
         to discuss the affairs, finances and accounts of the Borrower and any
         of its Subsidiaries with any of their officers or directors and with
         their independent certified public accountants, PROVIDED that so long
         as no Default shall have occurred and be continuing, the Agent and each
         Lender shall visit the Borrower and its Subsidiaries not more than four
         times in any year.

                  (f) KEEPING OF BOOKS. Keep, and cause each of its Subsidiaries
         to keep, proper books of record and account, in which full and correct
         entries shall be made of all financial transactions and the assets and
         business of the Borrower and each such Subsidiary in accordance with
         generally accepted accounting principles in effect from time to time.

                  (g) MAINTENANCE OF PROPERTIES, ETC. Maintain and preserve, and
         cause each of its Subsidiaries to maintain and preserve, all of its
         properties that are used or useful in the conduct of its business in
         good working order and condition, ordinary wear and tear excepted.

                  (h) TRANSACTIONS WITH AFFILIATES. Conduct, and cause each of
         its Subsidiaries to conduct, all transactions otherwise permitted under
         this Agreement with any of their Affiliates on terms that are fair and
         reasonable and no less favorable to the Borrower or such Subsidiary
         than it would obtain in a comparable arm's-length transaction with a
         Person not an Affiliate.

                  (i) REPORTING REQUIREMENTS. Furnish to the Agent:

                           (i) as soon as available and in any event within 45
                  days after the end of each of the first three quarters of each
                  fiscal year of the Borrower, the Consolidated balance sheet of
                  the Borrower and its Subsidiaries as of the end of such
                  quarter and Consolidated statements of income and cash flows
                  of the Borrower and its Subsidiaries for the period commencing
                  at the end of the previous fiscal year and ending with the end
                  of such quarter, duly certified (subject to year-end audit
                  adjustments) by the chief financial officer of the Borrower as
                  having been prepared in accordance with generally accepted
                  accounting principles and certificates of the chief financial
                  officer, treasurer or controller of the Borrower as to
                  compliance with the terms of this Agreement and setting forth
                  in reasonable detail the calculations necessary to demonstrate
                  compliance with Section 5.03, PROVIDED that in the event of
                  any change in generally accepted accounting principles used in
                  the preparation of such financial statements, the Borrower
                  shall also provide, if necessary for the determination of
                  compliance with Section 5.03, a statement of reconciliation
                  conforming such financial statements to GAAP;

                           (ii) as soon as available and in any event within 90
                  days after the end of each fiscal year of the Borrower, a copy
                  of the annual audit report for such year for the Borrower and
                  its Subsidiaries, containing the Consolidated balance sheet of
                  the Borrower and its Subsidiaries as of the end of such fiscal
                  year and Consolidated statements of income and cash flows of
                  the Borrower and its Subsidiaries for such fiscal year, in
                  each case accompanied by an opinion acceptable to the Required
                  Lenders by Deloitte & Touche LLP or other independent public
                  accountants acceptable to the Required Lenders and


                                       36


                  certificates of the chief financial officer, treasurer or
                  controller of the Borrower as to compliance with the terms of
                  this Agreement and setting forth in reasonable detail the
                  calculations necessary to demonstrate compliance with Section
                  5.03, PROVIDED that in the event of any change in generally
                  accepted accounting principles used in the preparation of such
                  financial statements, the Borrower shall also provide, if
                  necessary for the determination of compliance with Section
                  5.03, a statement of reconciliation conforming such financial
                  statements to GAAP;

                           (iii) as soon as possible and in any event within
                  five days after an Executive Officer has notice or knowledge
                  of the occurrence of each Default continuing on the date of
                  such statement, a statement of an Executive Officer of the
                  Borrower setting forth details of such Default and the action
                  that the Borrower has taken and proposes to take with respect
                  thereto;

                           (iv) promptly after the sending or filing thereof,
                  copies of all reports that the Borrower sends to any of its
                  securityholders, and copies of all reports and registration
                  statements that the Borrower or any Subsidiary files with the
                  Securities and Exchange Commission or any national securities
                  exchange;

                           (v) promptly after the commencement thereof, notice
                  of all actions and proceedings before any court, governmental
                  agency or arbitrator affecting the Borrower or any of its
                  Subsidiaries of the type described in Section 4.01(f); and

                           (vi) such other information respecting the Borrower
                  or any of its Subsidiaries as any Lender through the Agent may
                  from time to time reasonably request.

                  (j) COVENANT TO GUARANTEE OBLIGATIONS. The Borrower shall,
         with respect to any Person that subsequent to the Effective Date,
         becomes a Subsidiary that is organized in a jurisdiction within the
         United States having total assets that accounted for or produced, or
         would on a pro forma basis have accounted for or produced, more than
         10% of Consolidated EBITR of the Borrower during any of the three most
         recently completed fiscal years of the Borrower, promptly cause such
         Subsidiary to become a party to the Guaranty pursuant to documentation
         that is in form and substance satisfactory to the Agent.

                  (k) OWNERSHIP OF GUARANTORS. Maintain at least its percentage
         of ownership existing as of the date hereof of all Guarantors, and
         maintain its ownership percentage in each Person which becomes a
         Guarantor after the date hereof, as such ownership exists at the time
         such Person becomes a Guarantor.

                  SECTION 5.02. NEGATIVE COVENANTS. So long as any Advance shall
remain unpaid or any Lender shall have any Commitment hereunder or any Letter of
Credit shall be outstanding, the Borrower will not:

                  (a) LIENS, ETC. Create or suffer to exist, or permit any of
         its Subsidiaries to create or suffer to exist, any Lien on or with
         respect to any of its properties, whether now owned or hereafter
         acquired, or assign, or permit any of its Subsidiaries to assign, any
         right to receive income, other than:

                           (i) Permitted Liens,

                           (ii) purchase money Liens upon or in any real
                  property, improvement or equipment acquired or held by the
                  Borrower or any Subsidiary in the ordinary course of business
                  to secure the purchase price of such property, improvement or
                  equipment or to secure Debt incurred solely for the purpose of
                  financing the acquisition of such property, improvement or
                  equipment, or Liens existing on such property, improvement or
                  equipment at the time of its acquisition (other than any such
                  Liens created in contemplation of such acquisition that were
                  not incurred to finance the acquisition of such property) or
                  extensions, renewals or replacements of any of the foregoing
                  for the same or a lesser amount, PROVIDED, HOWEVER, that no
                  such Lien shall extend to or cover any properties of any
                  character other than the real property or equipment being
                  acquired, and no such extension, renewal or replacement shall
                  extend to or cover any properties not theretofore subject to
                  the Lien being extended, renewed or replaced, PROVIDED FURTHER
                  that the aggregate principal amount of the indebtedness
                  secured by the Liens referred to in this clause (ii) shall not
                  exceed $200,000,000 at any time outstanding,

                           (iii) the Liens existing on the Effective Date and
                  described on Schedule 5.02(a) hereto,




                                       37


                           (iv) Liens on property of a Person existing at the
                  time such Person is merged into or consolidated with the
                  Borrower or any Subsidiary of the Borrower or becomes a
                  Subsidiary of the Borrower; PROVIDED that such Liens were not
                  created in contemplation of such merger, consolidation or
                  acquisition and do not extend to any assets other than those
                  of the Person so merged into or consolidated with the Borrower
                  or such Subsidiary or acquired by the Borrower or such
                  Subsidiary,

                           (v) Liens relating to an accounts receivable
                  securitization program in an amount not to exceed
                  $350,000,000,

                           (vi) other Liens securing Debt in an aggregate
                  principal amount not to exceed $50,000,000 at any time
                  outstanding, and

                           (vii) the replacement, extension or renewal of any
                  Lien permitted by clause (iii) or (iv) above upon or in the
                  same property theretofore subject thereto or the replacement,
                  extension or renewal (without increase in the amount or change
                  in any direct or contingent obligor) of the Debt secured
                  thereby.

                  (b) MERGERS, ETC. Merge or consolidate with or into, or
         convey, transfer, lease or otherwise dispose of (whether in one
         transaction or in a series of transactions) all or substantially all of
         its assets (whether now owned or hereafter acquired) to, any Person, or
         permit any of its Subsidiaries to do so, except that (i) any Subsidiary
         of the Borrower may merge or consolidate with or into, or dispose of
         assets to, any other Subsidiary of the Borrower, (ii) any Subsidiary of
         the Borrower formed in connection with an accounts receivable
         securitization program solely for the purpose of selling its assets may
         sell all or substantially all of its assets in connection with such
         securitzation and (iii) any Subsidiary of the Borrower may merge into
         or dispose of assets to the Borrower so long as the Borrower is the
         surviving corporation, PROVIDED, in each case, that no Default shall
         have occurred and be continuing at the time of such proposed
         transaction or would result therefrom.

                  (c) ACCOUNTING CHANGES. Make or permit, or permit any of its
         Subsidiaries to make or permit, any change in accounting policies or
         reporting practices, except as required or permitted by generally
         accepted accounting principles.

                  (d) CHANGE IN NATURE OF BUSINESS. Make, or permit any of its
         Subsidiaries to make, any material change in the nature of its business
         as carried on at the date hereof or related or incidental thereto.

                  (e) INVESTMENTS IN OTHER PERSONS. Make or hold, or permit any
         of its Subsidiaries to make or hold, any Investment in any other Person
         other than:

                           (i) Investments by the Borrower and its Subsidiaries
                  in the Guarantors or in any Person that immediately after the
                  making of such Investment becomes a Guarantor;

                           (ii) Investments existing on the date hereof and
                  listed on Schedule 5.02(e);

                           (iii) Investments relating to an accounts receivable
                  securitization program in an amount not to exceed
                  $350,000,000,

                           (iv) loans and advances to employees in the ordinary
                  course of the business of the Borrower and its Subsidiaries as
                  presently conducted in an aggregate principal amount not to
                  exceed $10,000,000 at any time outstanding;

                           (v) Investments in Marketable Securities;



                                       38


                           (vi) Investments consisting of Debt payable by any
                  Subsidiary of the Borrower to the Borrower or any of its
                  Subsidiaries;

                           (vii) other Investments not included in clauses (i)
                  through (vi) above in an aggregate amount invested not to
                  exceed $500,000,000,

                           (viii) Investments of earnings generated by
                  Subsidiaries of the Borrower organized outside of the United
                  States in (A) time deposits maturing within one year from the
                  date of purchase thereof, including certificates of deposit
                  issued by any bank or trust company organized outside of the
                  United States and has total assets aggregating at least
                  $500,000,000 or the Equivalent in a foreign currency, (B)
                  asset backed obligations or certificates of interest in such
                  asset backed obligations, rated at least Aa by Moody's or AA
                  by S&P, (C) obligations issued by states, counties and
                  municipalities, rated at least MIG-1 or VMIG-1 by Moody's or
                  AP1 by S&P, with a maturity not to exceed 180 days and (D)
                  money market funds at least 90% of the assets of which are
                  constituted of the foregoing.

                           (ix) Investments by Subsidiaries of the Borrower that
                  are not Guarantors in other Subsidiaries of the Borrower that
                  are not Guarantors, and

                           (x) accretions in equity value of any Investment
                  otherwise permitted under this Section 5.02(e).

                  (f) NEGATIVE PLEDGE. Enter into or suffer to exist, or permit
         any of its Subsidiaries to enter into or suffer to exist, any agreement
         prohibiting or conditioning the creation or assumption of any Lien upon
         any of its property or assets except (i) in favor of the Lenders or
         (ii) in connection with (A) any purchase money Debt permitted by
         Section 5.02(a)(ii) or (vi) solely to the extent that the agreement or
         instrument governing such Debt prohibits a Lien on the property
         acquired with the proceeds of such Debt or (B) any Debt outstanding on
         the date any Subsidiary of the Borrower becomes such a Subsidiary (so
         long as such agreement was not entered into solely in contemplation of
         such Subsidiary becoming a Subsidiary of the Borrower).

                  (g) SUBSIDIARY DEBT. Permit any of its Subsidiaries to create
         or suffer to exist, any Debt other than:

                           (i) Debt owed to the Borrower or to a wholly owned
                  Subsidiary of the Borrower,

                           (ii) Debt existing on the Effective Date and
                  described on Schedule 5.02(g) hereto (the "EXISTING DEBT"),
                  and any Debt extending the maturity of, or refunding or
                  refinancing, in whole or in part, the Existing Debt, PROVIDED
                  that the principal amount of such Existing Debt shall not be
                  increased above the principal amount thereof outstanding
                  immediately prior to such extension, refunding or refinancing,
                  and the direct and contingent obligors therefor shall not be
                  changed, as a result of or in connection with such extension,
                  refunding or refinancing,

                           (iii) Debt secured by Liens permitted by Section
                  5.02(a)(ii), (iv) or (v),

                           (iv) Debt incurred in the ordinary course of business
                  aggregating for all of the Borrower's Subsidiaries not more
                  than $200,000,000 at any one time outstanding, and

                           (v) endorsement of negotiable instruments for deposit
                  or collection or similar transactions in the ordinary course
                  of business.

                  (h) ACTIONS UNDER CERTAIN DOCUMENTS. Modify, amend, cancel or
         rescind any agreements or documents evidencing or governing
         Subordinated Debt.




                                       39


                  SECTION 5.03. FINANCIAL COVENANTS. So long as any Advance
shall remain unpaid or any Lender shall have any Commitment hereunder or any
Letter of Credit shall be outstanding, the Borrower will:

                  (a) FIXED CHARGE COVERAGE RATIO. Maintain a ratio of
         Consolidated EBITR of the Borrower and its Subsidiaries to the sum of
         (i) net interest payable on, and amortization of debt discount in
         respect of, all Debt during such period PLUS (ii) rentals payable under
         leases of real or personal, or mixed, property during such period PLUS
         (iii) interest and other continuing program fees (excluding initial
         closing fees) related to an accounts receivable securitization program
         payable during such period, in each case, by the Borrower and its
         Subsidiaries of not less than the amount set forth below for each
         period set forth below:

                        PERIOD                                    RATIO

                      Effective Date until
                      March 31, 2007                              1.50:1.00

                      April 1, 2007 and thereafter                1.70:1.00

                  (b) LEVERAGE RATIO. Maintain a ratio of Consolidated Debt to
         the sum of Consolidated Debt plus shareholders' equity of not greater
         than 0.45:1.00.

                                   ARTICLE VI

                                EVENTS OF DEFAULT

                  SECTION 6.01. EVENTS OF DEFAULT. If any of the following
events ("EVENTS OF DEFAULT") shall occur and be continuing:

                  (a) The Borrower shall fail to pay any principal of any
         Advance when the same becomes due and payable; or the Borrower shall
         fail to pay any interest on any Advance or make any other payment of
         fees or other amounts payable under this Agreement or any Note within
         three Business Days after the same becomes due and payable; or

                  (b) Any representation or warranty made by the Borrower herein
         or by the Borrower (or any of its officers) in connection with this
         Agreement shall prove to have been incorrect in any material respect
         when made; or

                  (c) (i) The Borrower shall fail to perform or observe any
         term, covenant or agreement contained in Section 5.01(d) (as to the
         existence of any Loan Party), (e), (h) or (i), 5.02 or 5.03, or (ii)
         the Borrower shall fail to perform or observe any other term, covenant
         or agreement contained in this Agreement on its part to be performed or
         observed if such failure shall remain unremedied for 30 days after
         written notice thereof shall have been given to the Borrower by the
         Agent or any Lender; or

                  (d) The Borrower or any of its Subsidiaries shall fail to pay
         any principal of or premium or interest on any Debt that is outstanding
         in a principal or notional amount of at least $50,000,000 in the
         aggregate (but excluding Debt outstanding hereunder) of the Borrower or
         such Subsidiary (as the case may be), when the same becomes due and
         payable (whether by scheduled maturity, required prepayment,
         acceleration, demand or otherwise), and such failure shall continue
         after the applicable grace period, if any, specified in the agreement
         or instrument relating to such Debt; or any other event shall occur or
         condition shall exist under any agreement or instrument relating to any
         such Debt and shall continue after the applicable grace period, if any,
         specified in such agreement or instrument, if the effect of such event
         or condition is to accelerate, or to permit the acceleration of, the
         maturity of such Debt; or any such Debt shall be declared to be due and
         payable, or required to be prepaid or redeemed (other than by a


                                       40


         regularly scheduled required prepayment or redemption), purchased or
         defeased, or an offer to prepay, redeem, purchase or defease such Debt
         shall be required to be made, in each case prior to the stated maturity
         thereof; or

                  (e) The Borrower or any of its Subsidiaries shall generally
         not pay its debts as such debts become due, or shall admit in writing
         its inability to pay its debts generally, or shall make a general
         assignment for the benefit of creditors; or any proceeding shall be
         instituted by or against the Borrower or any of its Subsidiaries
         seeking to adjudicate it a bankrupt or insolvent, or seeking
         liquidation, winding up, reorganization, arrangement, adjustment,
         protection, relief, or composition of it or its debts under any law
         relating to bankruptcy, insolvency or reorganization or relief of
         debtors, or seeking the entry of an order for relief or the appointment
         of a receiver, trustee, custodian or other similar official for it or
         for any substantial part of its property and, in the case of any such
         proceeding instituted against it (but not instituted by it), either
         such proceeding shall remain undismissed or unstayed for a period of 60
         days, or any of the actions sought in such proceeding (including,
         without limitation, the entry of an order for relief against, or the
         appointment of a receiver, trustee, custodian or other similar official
         for, it or for any substantial part of its property) shall occur; or
         the Borrower or any of its Subsidiaries shall take any corporate action
         to authorize any of the actions set forth above in this subsection (e);
         or

                  (f) Judgments or orders for the payment of money in excess of
         $50,000,000 in the aggregate shall be rendered against the Borrower or
         any of its Subsidiaries and either (i) enforcement proceedings shall
         have been commenced by any creditor upon such judgment or order or (ii)
         there shall be any period of 30 consecutive days during which a stay of
         enforcement of such judgment or order, by reason of a pending appeal or
         otherwise, shall not be in effect; PROVIDED, HOWEVER, that any such
         judgment or order shall not be an Event of Default under this Section
         6.01(f) if and for so long as (i) the amount of such judgment or order
         is covered by a valid and binding policy of insurance between the
         defendant and the insurer covering payment thereof and (ii) such
         insurer, which shall be rated at least "A" by A.M. Best Company, has
         been notified of, and has not disputed the claim made for payment of,
         the amount of such judgment or order; or

                  (g) the Borrower shall cease at any time to own, directly or
         indirectly, a majority of the Voting Stock of each Guarantor; or

                  (h) (i) Any Person or two or more Persons acting in concert
         shall have acquired beneficial ownership (within the meaning of Rule
         13d-3 of the Securities and Exchange Commission under the Securities
         Exchange Act of 1934), directly or indirectly, of Voting Stock of the
         Borrower (or other securities convertible into such Voting Stock)
         representing 40% or more of the combined voting power of all Voting
         Stock of the Borrower; or

                  (i) any provision of any Loan Document after delivery thereof
         pursuant to Section 3.01 or 5.01(j) shall for any reason cease to be
         valid and binding on or enforceable against any Loan Party party to it,
         or any such Loan Party shall so state in writing; or

                  (j) The Borrower or any of its ERISA Affiliates shall incur,
         or shall be reasonably likely to incur liability in excess of
         $50,000,000 in the aggregate as a result of one or more of the
         following: (i) the occurrence of any ERISA Event; (ii) the partial or
         complete withdrawal of the Borrower or any of its ERISA Affiliates from
         a Multiemployer Plan; or (iii) the reorganization or termination of a
         Multiemployer Plan;

then, and in any such event, the Agent (i) shall at the request, or may with the
consent, of the Required Lenders, by notice to the Borrower, declare the
obligation of each Lender to make Advances (other than Tranche A Advances by an
Issuing Bank or a Lender pursuant to Section 2.02(b)) and of the Issuing Banks
to issue Letters of Credit to be terminated, whereupon the same shall forthwith
terminate, and (ii) shall at the request, or may with the consent, of the
Required Lenders, by notice to the Borrower, declare the Advances, all interest
thereon and all other amounts payable under this Agreement to be forthwith due
and payable, whereupon the Advances, all such interest and all such amounts
shall become and be forthwith due and payable, without presentment, demand,


                                       41


protest or further notice of any kind, all of which are hereby expressly waived
by the Borrower; PROVIDED, HOWEVER, that in the event of an actual or deemed
entry of an order for relief with respect to the Borrower under the Federal
Bankruptcy Code, (A) the obligation of each Lender to make Advances (other than
Tranche A Advances by an Issuing Bank or a Lender pursuant to Section 2.02(b))
and of the Issuing Banks to issue Letters of Credit shall automatically be
terminated and (B) the Advances, all such interest and all such amounts shall
automatically become and be due and payable, without presentment, demand,
protest or any notice of any kind, all of which are hereby expressly waived by
the Borrower.

                  SECTION 6.02. ACTIONS IN RESPECT OF THE LETTERS OF CREDIT UPON
DEFAULT. If any Event of Default shall have occurred and be continuing, the
Agent may with the consent, or shall at the request, of the Required Lenders,
irrespective of whether it is taking any of the actions described in Section
6.01 or otherwise, make demand upon the Borrower to, and forthwith upon such
demand the Borrower will, (a) pay to the Agent on behalf of the Lender Parties
in same day funds at the Agent's office designated in such demand, for deposit
in the L/C Cash Collateral Account, an amount equal to the aggregate Available
Amount of all Letters of Credit then outstanding or (b) make such other
arrangements in respect of the outstanding Letters of Credit as shall be
acceptable to the Required Lenders. If at any time the Agent determines that any
funds held in the L/C Cash Collateral Account are subject to any right or claim
of any Person other than the Agent and the Lender Parties or that the total
amount of such funds is less than the aggregate Available Amount of all Letters
of Credit, the Borrower will, forthwith upon demand by the Agent, pay to the
Agent, as additional funds to be deposited and held in the L/C Cash Collateral
Account, an amount equal to the excess of (a) such aggregate Available Amount
over (b) the total amount of funds, if any, then held in the L/C Cash Collateral
Account that the Agent determines to be free and clear of any such right and
claim. Upon the drawing of any Letter of Credit, to the extent funds are on
deposit in the L/C Cash Collateral Account, such funds shall be applied to
reimburse the Issuing Banks to the extent permitted by applicable law.

                                   ARTICLE VII

                                    THE AGENT

                  SECTION 7.01. AUTHORIZATION AND ACTION. Each Lender (in its
capacities as a Lender and Issuing Bank (as applicable)) hereby appoints and
authorizes the Agent to take such action as agent on its behalf and to exercise
such powers and discretion under this Agreement as are delegated to the Agent by
the terms hereof, together with such powers and discretion as are reasonably
incidental thereto. As to any matters not expressly provided for by this
Agreement (including, without limitation, enforcement or collection of the
Notes), the Agent shall not be required to exercise any discretion or take any
action, but shall be required to act or to refrain from acting (and shall be
fully protected in so acting or refraining from acting) upon the instructions of
the Required Lenders, and such instructions shall be binding upon all Lenders
and all holders of Notes; PROVIDED, HOWEVER, that the Agent shall not be
required to take any action that exposes the Agent to personal liability or that
is contrary to this Agreement or applicable law. The Agent shall be fully
justified in failing or refusing to take any action under this Agreement and the
other Loan Documents unless 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 except for its own
gross negligence or willful misconduct. The Agent agrees to give to each Lender
prompt notice of each notice given to it by the Borrower pursuant to the terms
of this Agreement, provided that the Agent shall have no liability for the
failure or delay in giving such notices. The Agent may execute any of its duties
under this Agreement and the other Loan Documents by or through agents or
attorneys-in-fact and shall be entitled to advice of counsel concerning all
matters pertaining to such duties. The Agent shall not be responsible for the
negligence or misconduct of any agent or attorneys-in-fact selected by the Agent
in the absence of gross negligence or willful misconduct.

                  SECTION 7.02. AGENT'S RELIANCE, ETC. Neither the Agent nor any
of its directors, officers, agents or employees shall be liable for any action
taken or omitted to be taken by it or them under or in connection with this
Agreement, except for its or their own gross negligence or willful misconduct.
Without limitation of the generality of the foregoing, the Agent: (i) may treat
the Lender that made any Advance as the holder of the Debt resulting therefrom
until the Agent receives and accepts an Assumption Agreement entered into by an
Assuming Lender as provided in Section 2.19 or an Assignment and Acceptance
entered into by such Lender, as assignor, and an Eligible Assignee, as assignee,
as provided in Section 8.07; (ii) may consult with legal counsel (including
counsel for the Borrower), independent public accountants and other experts
selected by it and shall not be liable for any action taken or omitted to be


                                       42


taken in good faith by it in accordance with the advice of such counsel,
accountants or experts; (iii) makes no warranty or representation to any Lender
and shall not be responsible to any Lender for any statements, warranties or
representations (whether written or oral) made in or in connection with this
Agreement; (iv) shall not have any duty to ascertain or to inquire as to the
performance, observance or satisfaction of any of the terms, covenants or
conditions of this Agreement on the part of the Borrower or the existence at any
time of any Default or to inspect the property (including the books and records)
of the Borrower; (v) shall not be responsible to any Lender for the due
execution, legality, validity, enforceability, genuineness, sufficiency or value
of, or the perfection or priority of any lien or security interest created or
purported to be created under or in connection with, this Agreement or any other
instrument or document furnished pursuant hereto; and (vi) shall incur no
liability under or in respect of this Agreement by acting upon any notice,
consent, certificate or other instrument or writing (which may be by telecopier,
telegram or telex) believed by it to be genuine and signed or sent by the proper
party or parties. The Agent shall be entitled to rely, and shall be fully
protected in relying in good faith, 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 Borrower), independent accountants and other
experts selected by the Agent.

                  SECTION 7.03. WACHOVIA AND AFFILIATES. With respect to its
Commitment, the Advances made by it and the Note issued to it, Wachovia shall
have the same rights and powers under this Agreement as any other Lender and may
exercise the same as though it were not the Agent; and the term "Lender" or
"Lenders" shall, unless otherwise expressly indicated, include Wachovia in its
individual capacity. Wachovia and its Affiliates may accept deposits from, lend
money to, act as trustee under indentures of, accept investment banking
engagements from and generally engage in any kind of business with, the
Borrower, any of its Subsidiaries and any Person who may do business with or own
securities of the Borrower or any such Subsidiary, all as if Wachovia were not
the Agent and without any duty to account therefor to the Lenders. The Agent
shall have no duty to disclose information obtained or received by it or any of
its Affiliates relating to the Borrower or its Subsidiaries to the extent such
information was obtained or received in any capacity other than as Agent.

                  SECTION 7.04. LENDER CREDIT DECISION. Each Lender acknowledges
that it has, independently and without reliance upon the Agent or any other
Lender and based on the financial statements referred to in Section 4.01 and
such other documents and information as it has deemed appropriate, made its own
credit analysis and decision to enter into this Agreement. Each Lender also
acknowledges that it will, independently and without reliance upon the Agent or
any other Lender and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under this Agreement.

                  SECTION 7.05. INDEMNIFICATION. (a) The Lenders agree to
indemnify the Agent (to the extent not reimbursed by the Borrower), ratably
according to the respective principal amounts of the Revolving Credit Advances
then owed to each of them (or if no Revolving Credit Advances are at the time
outstanding, ratably according to the respective amounts of their Revolving
Credit Commitments), from and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind or nature whatsoever that may be imposed on, incurred
by, or asserted against the Agent in any way relating to or arising out of this
Agreement or any action taken or omitted by the Agent under this Agreement
(collectively, the "INDEMNIFIED COSTS"), PROVIDED that no Lender shall be liable
for any portion of the Indemnified Costs resulting from the Agent's gross
negligence or willful misconduct. Without limitation of the foregoing, each
Lender agrees to reimburse the Agent promptly upon demand for its ratable share
of any out-of-pocket expenses (including reasonable counsel fees) incurred by
the Agent in connection with the preparation, execution, delivery,
administration, modification, amendment or enforcement (whether through
negotiations, legal proceedings or otherwise) of, or legal advice in respect of
rights or responsibilities under, this Agreement, to the extent that the Agent
is not reimbursed for such expenses by the Borrower. In the case of any
investigation, litigation or proceeding giving rise to any Indemnified Costs,
this Section 7.05 applies whether any such investigation, litigation or
proceeding is brought by the Agent, any Lender or a third party.




                                       43


                  (b) Each Lender severally agrees to indemnify the Issuing
Banks (to the extent not promptly reimbursed by the Borrower) from and against
such Lender's Pro Rata Share of any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind or nature whatsoever that may be imposed on, incurred by, or
asserted against any such Issuing Bank in any way relating to or arising out of
this Agreement or any action taken or omitted by such Issuing Bank hereunder or
in connection herewith; PROVIDED, HOWEVER, that no Lender shall be liable for
any portion of such liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements resulting from such
Issuing Bank's gross negligence or willful misconduct as found in a final,
non-appealable judgment by a court of competent jurisdiction. Without limitation
of the foregoing, each Lender agrees to reimburse any such Issuing Bank promptly
upon demand for its Pro Rata Share of any costs and expenses (including, without
limitation, fees and expenses of counsel) payable by the Borrower under Section
8.04, to the extent that such Issuing Bank is not promptly reimbursed for such
costs and expenses by the Borrower.

                  (c) The failure of any Lender to reimburse the Agent or any
such Issuing Bank, as the case may be, promptly upon demand for its ratable
share of any amount required to be paid by the Lenders to such Agent or such
Issuing Bank, as the case may be, as provided herein shall not relieve any other
Lender of its obligation hereunder to reimburse such Agent or Issuing Bank, as
the case may be, for its ratable share of such amount, but no Lender shall be
responsible for the failure of any other Lender to reimburse the Agent or any
such Issuing Bank, as the case may be, for such other Lender's ratable share of
such amount. Without prejudice to the survival of any other agreement of any
Lender hereunder, the agreement and obligations of each Lender contained in this
Section 7.05 shall survive the payment in full of principal, interest and all
other amounts payable hereunder and under the Notes.

                  SECTION 7.06. SUCCESSOR AGENT. The Agent may resign at any
time by giving written notice thereof to the Lenders and the Borrower and may be
removed at any time with or without cause by the Required Lenders. Upon any such
resignation or removal, the Required Lenders shall have the right to appoint a
successor Agent. If no successor Agent shall have been so appointed by the
Required Lenders, and shall have accepted such appointment, within 30 days after
the retiring Agent's giving of notice of resignation or the Required Lenders'
removal of the retiring Agent, then the retiring Agent may, on behalf of the
Lenders, appoint a successor Agent, which shall be a commercial bank organized
under the laws of the United States of America or of any State thereof and
having a combined capital and surplus of at least $500,000,000. Upon the
acceptance of any appointment as Agent hereunder by a successor Agent, such
successor Agent shall thereupon succeed to and become vested with all the
rights, powers, discretion, privileges and duties of the retiring Agent, and the
retiring Agent shall be discharged from its duties and obligations under this
Agreement. After any retiring Agent's resignation or removal hereunder as Agent,
the provisions of this Article VII shall inure to its benefit as to any actions
taken or omitted to be taken by it while it was Agent under this Agreement.

                  SECTION 7.07. SUB-AGENT. The Sub-Agent has been designated
under this Agreement to carry out duties of the Agent. The Sub-Agent shall be
subject to each of the obligations in this Agreement to be performed by the
Sub-Agent, and each of the Borrower and the Lenders agrees that the Sub-Agent
shall be entitled to exercise each of the rights and shall be entitled to each
of the benefits of the Agent under this Agreement as relate to the performance
of its obligations hereunder.

                  SECTION 7.08. OTHER AGENTS. Each Lender hereby acknowledges
that neither the documentation agent nor any other Lender designated as any
"Agent" on the signature pages hereof has any liability hereunder other than in
its capacity as a Lender.

                                  ARTICLE VIII

                                  MISCELLANEOUS

                  SECTION 8.01. AMENDMENTS, ETC. No amendment or waiver of any
provision of this Agreement or the Revolving Credit Notes, nor consent to any
departure by the Borrower therefrom, shall in any event be effective unless the
same shall be in writing and signed by the Required Lenders, and then such
waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given; PROVIDED, HOWEVER, that no amendment, waiver


                                       44


or consent shall, unless in writing and signed by the Required Lenders and each
of the Lenders affected thereby, do any of the following: (a) waive any of the
conditions specified in Section 3.01, (b) increase the Commitments of the
Lenders, (c) reduce the principal of, or interest on, the Revolving Credit
Advances or any fees or other amounts payable hereunder, (d) postpone any date
fixed for any payment of principal of, or interest on, the Revolving Credit
Advances or any fees or other amounts payable hereunder, (e) change the
percentage of the Revolving Credit Commitments, the aggregate Available Amount
of outstanding Letters of Credit or of the aggregate unpaid principal amount of
the Revolving Credit Advances that shall be required for the Lenders or any of
them to take any action hereunder, (f) reduce or limit the obligations of any
Guarantor under Section 1 of the Guaranty or release such Guarantor or otherwise
limit such Guarantor's liability with respect to the obligations owing to the
Agent and the Lenders (other than to the extent permitted under the Guaranty) or
(g) amend this Section 8.01; and PROVIDED FURTHER that no amendment, waiver or
consent shall, unless in writing and signed by the Agent in addition to the
Lenders required above to take such action, affect the rights or duties of the
Agent under this Agreement or any Note; and PROVIDED FURTHER that no amendment,
waiver or consent shall, unless in writing and signed by the Issuing Banks in
addition to the Lenders required above to take such action, affect the rights or
obligation of the Issuing Banks under this Agreement.

                  SECTION 8.02. NOTICES, ETC. All notices and other
communications provided for hereunder shall be in writing (including telecopier,
telegraphic or telex communication) and mailed, telecopied, telegraphed, telexed
or delivered, if to the Borrower, at its address at 22 Old Germantown Road,
Delray Beach, Florida 33445, Attention: Carolyn Clarke; if to any Initial
Lender, at its Domestic Lending Office specified opposite its name on Schedule I
hereto; if to any other Lender, at its Domestic Lending Office specified in the
Assumption Agreement or the Assignment and Acceptance pursuant to which it
became a Lender; and if to the Agent, at its address at 201 South College
Street, Charlotte, NC 28288-0680, Attention: Syndication Agency Services; or, as
to the Borrower or the Agent, at such other address as shall be designated by
such party in a written notice to the other parties and, as to each other party,
at such other address as shall be designated by such party in a written notice
to the Borrower and the Agent. All such notices and communications shall, when
mailed, telecopied, telegraphed or telexed, be effective when deposited in the
mails, telecopied, delivered to the telegraph company or confirmed by telex
answerback, respectively, except that notices and communications to the Agent
pursuant to Article II, III or VII shall not be effective until received by the
Agent. Delivery by telecopier of an executed counterpart of any amendment or
waiver of any provision of this Agreement or the Notes or of any Exhibit hereto
to be executed and delivered hereunder shall be effective as delivery of a
manually executed counterpart thereof.

                  SECTION 8.03. NO WAIVER; REMEDIES. No failure on the part of
any Lender or the Agent to exercise, and no delay in exercising, any right
hereunder or under any Note shall operate as a waiver thereof; nor shall any
single or partial exercise of any such right preclude any other or further
exercise thereof or the exercise of any other right. The remedies herein
provided are cumulative and not exclusive of any remedies provided by law.

                  SECTION 8.04. COSTS AND EXPENSES. (a) The Borrower agrees to
pay on demand all reasonable out-of-pocket costs and expenses of the Agent in
connection with the preparation, execution, delivery, administration,
modification and amendment of this Agreement, the Notes and the other documents
to be delivered hereunder, including, without limitation, (A) all due diligence,
syndication (including printing, distribution and bank meetings),
transportation, computer, duplication, appraisal, consultant, and audit expenses
and (B) the reasonable fees and expenses of counsel for the Agent with respect
thereto and with respect to advising the Agent as to its rights and
responsibilities under this Agreement. The Borrower further agrees to pay on
demand all costs and expenses of the Agent and the Lenders, if any (including,
without limitation, reasonable counsel fees and expenses), in connection with
the enforcement (whether through negotiations, legal proceedings or otherwise)
of this Agreement, the Notes and the other documents to be delivered hereunder,
including, without limitation, reasonable fees and expenses of counsel for the
Agent and each Lender in connection with the enforcement of rights under this
Section 8.04(a).

                  (b) The Borrower agrees to indemnify and hold harmless the
Agent and each Lender and each of their Affiliates and their officers,
directors, employees, agents and advisors (each, an "INDEMNIFIED PARTY") from
and against any and all claims, damages, losses, liabilities and expenses
(including, without limitation, reasonable fees and expenses of counsel)
incurred by or asserted or awarded against any Indemnified Party, in each case
arising out of or in connection with or by reason of (including, without


                                       45


limitation, in connection with any investigation, litigation or proceeding or
preparation of a defense in connection therewith) (i) the Notes, this Agreement,
any of the transactions contemplated herein or the actual or proposed use of the
proceeds of the Advances or (ii) the actual or alleged presence of Hazardous
Materials on any property of the Borrower or any of its Subsidiaries or any
Environmental Action relating in any way to the Borrower or any of its
Subsidiaries, except to the extent such claim, damage, loss, liability or
expense resulted from such Indemnified Party's gross negligence or willful
misconduct. In the case of an investigation, litigation or other proceeding to
which the indemnity in this Section 8.04(b) applies, such indemnity shall be
effective whether or not such investigation, litigation or proceeding is brought
by the Borrower, its directors, equityholders or creditors or an Indemnified
Party or any other Person, whether or not any Indemnified Party is otherwise a
party thereto and whether or not the transactions contemplated hereby are
consummated. The Borrower also agrees not to assert any claim for special,
indirect, consequential or punitive damages against the Agent, any Lender, any
of their Affiliates, or any of their respective directors, officers, employees,
attorneys and agents, on any theory of liability, arising out of or otherwise
relating to the Notes, this Agreement, any of the transactions contemplated
herein or the actual or proposed use of the proceeds of the Advances.

                  (c) If any payment of principal of, or Conversion of, any
Eurocurrency Rate Advance or LIBO Rate Advance is made by the Borrower to or for
the account of a Lender (i) other than on the last day of the Interest Period
for such Advance, as a result of a payment or Conversion pursuant to Section
2.09, 2.11 or 2.13, acceleration of the maturity of the Notes pursuant to
Section 6.01 or for any other reason, or by an Eligible Assignee to a Lender
other than on the last day of the Interest Period for such Advance upon an
assignment of rights and obligations under this Agreement pursuant to Section
8.07 as a result of a demand by the Borrower pursuant to Section 8.07(a) or (ii)
as a result of a payment or Conversion pursuant to Section 2.09, 2.11 or 2.13,
the Borrower shall, upon demand by such Lender (with a copy of such demand to
the Agent), pay to the Agent for the account of such Lender any amounts required
to compensate such Lender for any additional losses, costs or expenses that it
may reasonably incur as a result of such payment or Conversion, including,
without limitation, any loss (excluding loss of anticipated profits), cost or
expense incurred by reason of the liquidation or reemployment of deposits or
other funds acquired by any Lender to fund or maintain such Advance. If the
amount of the Committed Currency purchased by any Lender in the case of a
Conversion or exchange of Advances in the case of Section 2.09 or 2.13 exceeds
the sum required to satisfy such Lender's liability in respect of such Advances,
such Lender agrees to remit to the Company such excess.

                  (d) Without prejudice to the survival of any other agreement
of the Borrower hereunder, the agreements and obligations of the Borrower
contained in Sections 2.12, 2.15 and 8.04 shall survive the payment in full of
principal, interest and all other amounts payable hereunder and under the Notes.

                  SECTION 8.05. RIGHT OF SET-OFF. Upon (i) the occurrence and
during the continuance of any Event of Default and (ii) the making of the
request or the granting of the consent specified by Section 6.01 to authorize
the Agent to declare the Notes due and payable pursuant to the provisions of
Section 6.01, each Lender and each of its Affiliates is hereby authorized at any
time and from time to time, to the fullest extent permitted by law, to set off
and apply any and all deposits (general or special, time or demand, provisional
or final) at any time held and other indebtedness at any time owing by such
Lender or such Affiliate to or for the credit or the account of the Borrower
against any and all of the obligations of the Borrower now or hereafter existing
under this Agreement and the Note held by such Lender, whether or not such
Lender shall have made any demand under this Agreement or such Note and although
such obligations may be unmatured. Each Lender agrees promptly to notify the
Borrower after any such set-off and application, PROVIDED that the failure to
give such notice shall not affect the validity of such set-off and application.
The amount of any set-off under this Section 8.05 shall be denominated in
Dollars, and any amounts owing to the applicable Lender in any Committed
Currency shall be in an amount equal to the amount of Dollars that such Lender
shall determine by reference to the spot exchange rate determined by such Lender
to be available (or such other reasonable method of determining a rate of
exchange as the Lender may deem applicable), such determination of such amount
of Dollars to be conclusive and binding in the absence of manifest error. The
rights of each Lender and its Affiliates under this Section are in addition to
other rights and remedies (including, without limitation, other rights of
set-off) that such Lender and its Affiliates may have.




                                       46


                  SECTION 8.06. BINDING EFFECT. This Agreement shall become
effective (other than Sections 2.01 and 2.03, which shall only become effective
upon satisfaction of the conditions precedent set forth in Section 3.01) when it
shall have been executed by the Borrower and the Agent and when the Agent shall
have been notified by each Initial Lender that such Initial Lender has executed
it and thereafter shall be binding upon and inure to the benefit of the
Borrower, the Agent and each Lender and their respective successors and assigns,
except that the Borrower shall not have the right to assign its rights hereunder
or any interest herein without the prior written consent of the Lenders.

                  SECTION 8.07. ASSIGNMENTS AND PARTICIPATIONS. (a) Each Lender
may and, if demanded by the Borrower (following a demand by such Lender pursuant
to Section 2.12 or 2.15 or an assertion by such Lender under Section 2.13) upon
at least five Business Days' notice to such Lender and the Agent, will assign to
one or more Persons all or a portion of its rights and obligations under this
Agreement (including, without limitation, all or a portion of its Revolving
Credit Commitment, the Revolving Credit Advances owing to it and the Revolving
Credit Note or Notes held by it); PROVIDED, HOWEVER, that (i) each such
assignment shall be of a constant, and not a varying, percentage of all rights
and obligations under and in respect of one or more of the Tranche A Facility,
the Tranche B Facility or the Letter of Credit Facility, (ii) except in the case
of an assignment to a Person that, immediately prior to such assignment, was a
Lender or an assignment of all of a Lender's rights and obligations under this
Agreement, the amount of the Commitment of the assigning Lender being assigned
pursuant to each such assignment (determined as of the date of the Assignment
and Acceptance with respect to such assignment) shall in no event be less than
$5,000,000 or an integral multiple of $1,000,000 in excess thereof unless the
Borrower and the Agent otherwise agree, (iii) each such assignment shall be to
an Eligible Assignee, (iv) each such assignment made as a result of a demand by
the Borrower pursuant to this Section 8.07(a) shall be arranged by the Borrower
after consultation with the Agent and shall be either an assignment of all of
the rights and obligations of the assigning Lender under this Agreement or an
assignment of a portion of such rights and obligations made concurrently with
another such assignment or other such assignments that together cover all of the
rights and obligations of the assigning Lender under this Agreement, (v) no
Lender shall be obligated to make any such assignment as a result of a demand by
the Borrower pursuant to this Section 8.07(a) unless and until such Lender shall
have received one or more payments from either the Borrower or one or more
Eligible Assignees in an aggregate amount at least equal to the aggregate
outstanding principal amount of the Advances owing to such Lender, together with
accrued interest thereon to the date of payment of such principal amount and all
other amounts payable to such Lender under this Agreement, and (vi) the parties
to each such assignment shall execute and deliver to the Agent, for its
acceptance and recording in the Register, an Assignment and Acceptance, together
with any Revolving Credit Note subject to such assignment and a processing and
recordation fee of $3,500 payable by the parties to each such assignment,
PROVIDED, HOWEVER, that in the case of each assignment made as a result of a
demand by the Borrower, such recordation fee shall be payable by the Borrower
except that no such recordation fee shall be payable in the case of an
assignment made at the request of the Borrower to an Eligible Assignee that is
an existing Lender, and (vii) any Lender may, without the approval of the
Borrower and the Agent, assign all or a portion of its rights to any of its
Affiliates. Upon such execution, delivery, acceptance and recording, from and
after the effective date specified in each Assignment and Acceptance, (x) the
assignee thereunder shall be a party hereto and, to the extent that rights and
obligations hereunder have been assigned to it pursuant to such Assignment and
Acceptance, have the rights and obligations of a Lender hereunder and (y) the
Lender assignor thereunder shall, to the extent that rights and obligations
hereunder have been assigned by it pursuant to such Assignment and Acceptance,
relinquish its rights (other than its rights under Section 2.12, 2.15 and 8.04
to the extent any claim thereunder relates to an event arising prior such
assignment) and be released from its obligations under this Agreement (and, in
the case of an Assignment and Acceptance covering all or the remaining portion
of an assigning Lender's rights and obligations under this Agreement, such
Lender shall cease to be a party hereto).

                  (b) By executing and delivering an Assignment and Acceptance,
the Lender assignor thereunder and the assignee thereunder confirm to and agree
with each other and the other parties hereto as follows: (i) other than as
provided in such Assignment and Acceptance, such assigning Lender makes no
representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with this
Agreement or the execution, legality, validity, enforceability, genuineness,
sufficiency or value of, or the perfection or priority of any lien or security
interest created or purported to be created under or in connection with, this
Agreement or any other instrument or document furnished pursuant hereto; (ii)


                                       47


such assigning Lender makes no representation or warranty and assumes no
responsibility with respect to the financial condition of the Borrower or the
performance or observance by the Borrower of any of its obligations under this
Agreement or any other instrument or document furnished pursuant hereto; (iii)
such assignee confirms that it has received a copy of this Agreement, together
with copies of the financial statements referred to in Section 4.01 and such
other documents and information as it has deemed appropriate to make its own
credit analysis and decision to enter into such Assignment and Acceptance; (iv)
such assignee will, independently and without reliance upon the Agent, such
assigning Lender or any other Lender and based on such documents and information
as it shall deem appropriate at the time, continue to make its own credit
decisions in taking or not taking action under this Agreement; (v) such assignee
confirms that it is an Eligible Assignee; (vi) such assignee appoints and
authorizes the Agent to take such action as agent on its behalf and to exercise
such powers and discretion under this Agreement as are delegated to the Agent by
the terms hereof, together with such powers and discretion as are reasonably
incidental thereto; and (vii) such assignee agrees that it will perform in
accordance with their terms all of the obligations that by the terms of this
Agreement are required to be performed by it as a Lender or as an Issuing Bank,
as the case may be.

                  (c) Upon its receipt of an Assignment and Acceptance executed
by an assigning Lender and an assignee representing that it is an Eligible
Assignee, together with any Revolving Credit Note or Notes subject to such
assignment, the Agent shall, if such Assignment and Acceptance has been
completed and is in substantially the form of Exhibit C hereto, (i) accept such
Assignment and Acceptance, (ii) record the information contained therein in the
Register and (iii) give prompt notice thereof to the Borrower.

                  (d) The Agent shall maintain at its address referred to in
Section 8.02 a copy of each Assumption Agreement and each Assignment and
Acceptance delivered to and accepted by it and a register for the recordation of
the names and addresses of the Lenders and the Commitments of, and principal
amount of the Advances owing to, each Lender from time to time (the "REGISTER").
The entries in the Register shall be conclusive and binding for all purposes,
absent manifest error, and the Borrower, the Agent and the Lenders may treat
each Person whose name is recorded in the Register as a Lender hereunder for all
purposes of this Agreement. The Register shall be available for inspection by
the Borrower or any Lender at any reasonable time and from time to time upon
reasonable prior notice.

                  (e) Each Lender may sell participations to one or more banks
or other entities (other than the Borrower or any of its Affiliates) in or to
all or a portion of its rights and obligations under this Agreement (including,
without limitation, all or a portion of its Tranche A Commitment or Tranche B
Commitment, the Advances owing to it and any Note or Notes held by it);
PROVIDED, HOWEVER, that (i) such Lender's obligations under this Agreement
(including, without limitation, its Commitments to the Borrower hereunder) shall
remain unchanged, (ii) such Lender shall remain solely responsible to the other
parties hereto for the performance of such obligations, (iii) such Lender shall
remain the holder of any such Note for all purposes of this Agreement, (iv) the
Borrower, the Agent and the other Lenders shall continue to deal solely and
directly with such Lender in connection with such Lender's rights and
obligations under this Agreement and (v) no participant under any such
participation shall 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
Borrower therefrom, except to the extent that such amendment, waiver or consent
would reduce the principal of, or interest on, the Notes or any fees or other
amounts payable hereunder, in each case to the extent subject to such
participation, or postpone any date fixed for any payment of principal of, or
interest on, the Notes or any fees or other amounts payable hereunder, in each
case to the extent subject to such participation.

                  (f) Any Lender may, in connection with any assignment or
participation or proposed assignment or participation pursuant to this Section
8.07, disclose to the assignee or participant or proposed assignee or
participant, any information relating to the Borrower furnished to such Lender
by or on behalf of the Borrower; PROVIDED that, prior to any such disclosure,
the assignee or participant or proposed assignee or participant shall agree to
preserve the confidentiality of any Confidential Information relating to the
Borrower received by it from such Lender.

                  (g) The Issuing Banks may assign to an Eligible Assignee its
rights and obligations or any portion of the undrawn Letter of Credit Commitment
of such Issuing Bank at any time; PROVIDED, HOWEVER, that (i) the amount of the
Letter of Credit Commitment of the assigning Issuing Bank being assigned
pursuant to each such assignment (determined as of the date of the Assignment
and Acceptance with respect to such assignment) shall in no event be less than
$5,000,000 or an integral multiple of $1,000,000 in excess thereof, and (ii) the



                                       48


parties to each such assignment shall execute and deliver to the Agent, for its
acceptance and recording in the Register, an Assignment and Acceptance, together
with a processing and recordation fee of $3,500.

                  (h) Notwithstanding any other provision set forth in this
Agreement, any Lender may at any time create a security interest in all or any
portion of its rights under this Agreement (including, without limitation, the
Advances owing to it and any Note or Notes held by it) in favor of any Federal
Reserve Bank in accordance with Regulation A of the Board of Governors of the
Federal Reserve System.

                  SECTION 8.08. CONFIDENTIALITY. Neither the Agent nor any
Lender shall disclose any Confidential Information to any other Person without
the consent of the Borrower, other than (a) to the Agent's or such Lender's
Affiliates and their officers, directors, employees, agents and advisors and, as
contemplated by Section 8.07(f), to actual or prospective assignees and
participants, that are informed of the confidential nature of the Confidential
Information and who agree to be bound by the terms and conditions of this
Section 8.08, (b) as required by any law, rule or regulation or judicial
process, provided that, to the extent permitted by law, a request is made for
confidential treatment of such information, (c) as requested or required by any
state, federal or foreign authority or examiner regulating banks or banking and
(d) in connection with the exercise of any remedies hereunder or any suit,
action or proceeding relating to this Agreement or the enforcement of rights
hereunder.

                  SECTION 8.09. GOVERNING LAW. This Agreement and the Notes
shall be governed by, and construed in accordance with, the laws of the State of
New York.

                  SECTION 8.10. EXECUTION IN COUNTERPARTS. This Agreement may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
agreement. Delivery of an executed counterpart of a signature page to this
Agreement by telecopier shall be effective as delivery of a manually executed
counterpart of this Agreement.

                  SECTION 8.11. JUDGMENT. (a) If for the purposes of obtaining
judgment in any court it is necessary to convert a sum due hereunder in Dollars
into another currency, the parties hereto agree, to the fullest extent that they
may effectively do so, that the rate of exchange used shall be that at which in
accordance with normal banking procedures the Agent could purchase Dollars with
such other currency at the Sub-Agent's principal office in London at 11:00 A.M.
(London time) on the Business Day preceding that on which final judgment is
given.

                  (b) If for the purposes of obtaining judgment in any court it
is necessary to convert a sum due hereunder in a Foreign Currency into Dollars,
the parties agree to the fullest extent that they may effectively do so, that
the rate of exchange used shall be that at which in accordance with normal
banking procedures the Agent could purchase such Foreign Currency with Dollars
at the Sub-Agent's principal office in London at 11:00 A.M. (London time) on the
Business Day preceding that on which final judgment is given.

                  (c) The obligation of the Borrower in respect of any sum due
from it in any currency (the "PRIMARY CURRENCY") to any Lender or the Agent
hereunder shall, notwithstanding any judgment in any other currency, be
discharged only to the extent that on the Business Day following receipt by such
Lender or the Agent (as the case may be), of any sum adjudged to be so due in
such other currency, such Lender or the Agent (as the case may be) may in
accordance with normal banking procedures purchase the applicable Primary
Currency with such other currency; if the amount of the applicable Primary
Currency so purchased is less than such sum due to such Lender or the Agent (as
the case may be) in the applicable Primary Currency, the Borrower agrees, as a
separate obligation and notwithstanding any such judgment, to indemnify such
Lender or the Agent (as the case may be) against such loss, and if the amount of
the applicable Primary Currency so purchased exceeds such sum due to any Lender
or the Agent (as the case may be) in the applicable Primary Currency, such
Lender or the Agent (as the case may be) agrees to remit to the Borrower such
excess.

                  SECTION 8.12. JURISDICTION, ETC. (a) Each of the parties
hereto hereby irrevocably and unconditionally submits, for itself and its
property, to the nonexclusive jurisdiction of any New York State court or
federal court of the United States of America sitting in New York City, and any


                                       49


appellate court from any thereof, in any action or proceeding arising out of or
relating to this Agreement or the Notes, or for recognition or enforcement of
any judgment, and each of the parties hereto hereby irrevocably and
unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in any such New York State court or, to
the extent permitted by law, in such federal court. The Borrower hereby agrees
that service of process in any such action or proceeding brought in the any such
New York State court or in such federal court may be made upon CT Corporation
System at its offices at 1633 Broadway, New York, New York 10019 (the "PROCESS
AGENT") and the Borrower hereby irrevocably appoints the Process Agent its
authorized agent to accept such service of process, and agrees that the failure
of the Process Agent to give any notice of any such service shall not impair or
affect the validity of such service or of any judgment rendered in any action or
proceeding based thereon. The Borrower hereby further irrevocably consents to
the service of process in any action or proceeding in such courts by the mailing
thereof by any parties hereto by registered or certified mail, postage prepaid,
to the Borrower at its address specified pursuant to Section 8.02. Each of the
parties hereto agrees that a final judgment in any such action or proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by law. Nothing in this Agreement shall
affect any right that any party may otherwise have to bring any action or
proceeding relating to this Agreement or the Notes in the courts of any
jurisdiction.

                  (b) Each of the parties hereto irrevocably and unconditionally
waives, to the fullest extent it may legally and effectively do so, any
objection that it may now or hereafter have to the laying of venue of any suit,
action or proceeding arising out of or relating to this Agreement or the Notes
in any New York State or federal court. Each of the parties hereto hereby
irrevocably waives, to the fullest extent permitted by law, the defense of an
inconvenient forum to the maintenance of such action or proceeding in any such
court.

                  SECTION 8.13. SUBSTITUTION OF CURRENCY. If a change in any
Foreign Currency occurs pursuant to any applicable law, rule or regulation of
any governmental, monetary or multi-national authority, this Agreement
(including, without limitation, the definitions of Eurocurrency Rate and LIBO
Rate) will be amended to the extent determined by the Agent (acting reasonably
and in consultation with the Borrower) to be necessary to reflect the change in
currency and to put the Lenders and the Borrower in the same position, so far as
possible, that they would have been in if no change in such Foreign Currency had
occurred.

                  SECTION 8.14. NO LIABILITY OF THE ISSUING BANKS. The Borrower
assumes all risks of the acts or omissions of any beneficiary or transferee of
any Letter of Credit with respect to its use of such Letter of Credit. Neither
an Issuing Bank nor any of its officers or directors shall be liable or
responsible for: (a) the use that may be made of any Letter of Credit or any
acts or omissions of any beneficiary or transferee in connection therewith; (b)
the validity, sufficiency or genuineness of documents, or of any endorsement
thereon, even if such documents should prove to be in any or all respects
invalid, insufficient, fraudulent or forged; (c) payment by such Issuing Bank
against presentation of documents that do not comply with the terms of a Letter
of Credit, including failure of any documents to bear any reference or adequate
reference to the Letter of Credit; or (d) any other circumstances whatsoever in
making or failing to make payment under any Letter of Credit, except that the
Borrower shall have a claim against such Issuing Bank, and such Issuing Bank
shall be liable to the Borrower, to the extent of any direct, but not
consequential, damages suffered by the Borrower that the Borrower proves were
caused by (i) such Issuing Bank's willful misconduct or gross negligence in
determining whether documents presented under any Letter of Credit comply with
the terms of the Letter of Credit or (ii) such Issuing Bank's willful failure to
make lawful payment under a Letter of Credit after the presentation to it of a
draft and certificates strictly complying with the terms and conditions of the
Letter of Credit. In furtherance and not in limitation of the foregoing, such
Issuing Bank may accept documents that appear on their face to be in order,
without responsibility for further investigation, regardless of any notice or
information to the contrary.




                                       50



                  SECTION 8.15. WAIVER OF JURY TRIAL. Each of the Borrower, the
Agent, the Sub-Agent and the Lenders hereby irrevocably waives all right to
trial by jury in any action, proceeding or counterclaim (whether based on
contract, tort or otherwise) arising out of or relating to this Agreement or the
Notes or the actions of the Agent or any Lender in the negotiation,
administration, performance or enforcement thereof.

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

                                           OFFICE DEPOT, INC.


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


                                           WACHOVIA BANK, NATIONAL ASSOCIATION,
                                               as Agent


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


                                INITIAL LENDERS

LETTER OF CREDIT COMMITMENT

$300,000,000                               WACHOVIA BANK, NATIONAL ASSOCIATION


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


$50,000,000                                SUNTRUST BANK


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


$350,000,000      Total of the Letter of Credit Commitments


TRANCHE A COMMITMENT

$72,500,000                                CITICORP USA, INC.


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





                                       51



$72,500,000                             WACHOVIA BANK, NATIONAL ASSOCIATION


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


$48,750,000                             FLEET NATIONAL BANK


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


$16,250,000                             BANK OF AMERICA, N.A.


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


$65,000,000                             BANK ONE, NA


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


$65,000,000                             BNP PARIBAS


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

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


$45,000,000                             FIFTH THIRD BANK


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


$45,000,000                             FORTIS CAPITAL CORP.


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

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





                                       52



$45,000,000                   ROYAL BANK OF SCOTLAND


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


$45,000,000                   SUNTRUST BANK


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


$45,000,000                   WELLS FARGO BANK, NATIONAL ASSOCIATION


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

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


$25,000,000                   THE BANK OF NOVA SCOTIA


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


$25,000,000                   NATIONAL CITY BANK


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


$25,000,000                   WILLIAM STREET COMMITMENT CORPORATION (recourse
                              only to assets of William Street Commitment
                              Corporation)


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


$10,000,000                   HIBERNIA BANK


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


$650,000,000      Total of the Tranche A Commitments





                                       53



TRANCHE B COMMITMENT

$45,000,000                            UNION BANK OF CALIFORNIA, N.A.


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


$30,000,000                            SUMITOMO MITSUI BANKING CORP.


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


$25,000,000                            MIZUHO CORPORATE BANK, LTD.


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


$100,000,000      Total of the Tranche B Commitments




Schedules and Exhibits omitted - considered proprietary and confidential.


                                       54

EX-31.1

Exhibit 31.1

Rule 13a-14(a)/15d-14(a) Certification

I, Bruce Nelson, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Office Depot, Inc.;

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

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

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) 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 quarterly report is being prepared;

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

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

5. The registrant’s other certifying officer 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: July 22, 2004

/s/ Bruce Nelson

Bruce Nelson 
Chief Executive Officer

EX-31.2

Exhibit 31.2

Rule 13a-14(a)/15d-14(a) Certification

I, Charles E. Brown, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Office Depot, Inc.;

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

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

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) 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 quarterly report is being prepared;

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

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

5. The registrant’s other certifying officer 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: July 22, 2004

/s/ Charles E. Brown

Charles E. Brown
Executive Vice President, Finance and Chief Financial Officer

EX-32

Exhibit 32

Office Depot, Inc.

Certification of CEO and CFO Pursuant to
18 U.S.C. Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q of Office Depot, Inc. (the “Company”) for the quarterly period ended June 26, 2004 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Bruce Nelson, as Chief Executive Officer of the Company, and Charles E. Brown, as Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to his knowledge:

     (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

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

/s/ Bruce Nelson

Name: Bruce Nelson
Title: Chief Executive Officer
Date: July 22, 2004

/s/ Charles E. Brown

Name: Charles E. Brown
Title: Chief Financial Officer
Date: July 22, 2004

A signed original of this written statement required by Section 1350 of Title 18 of the United States Code has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

The foregoing certification is being furnished as an exhibit to the Report pursuant to Item 601(b)(32) of Regulation S-K and Section 1350 of Title 18 of the United States Code and, accordingly, is not being filed with the Securities and Exchange Commission as part of the Report and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934 (whether made before or after the date of the Report, irrespective of any general incorporation language contained in such filing).