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 September 30, 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: 1-11008

CATALINA MARKETING CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Delaware	33-0499007
(State or Other Jurisdiction of	(IRS Employer
Incorporation or Organization)	Identification Number)
200 Carillon Parkway, St. Petersburg, Florida	33716-2325
(Address of Principal Executive Offices)	(Zip Code)

(727) 579-5000
(Registrant’s Telephone Number, Including Area Code)

     Indicate by checkmark 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 checkmark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes x No o

     At October 31, 2004, the Registrant had outstanding 52,271,994 shares of Common Stock.

CATALINA MARKETING CORPORATION

INDEX

			Page
Part I.	Financial Information
	Item 1.	Financial Statements
		Unaudited Condensed Consolidated Statements of Operations for the three and six months ended September 30, 2004 and 2003		4
		Unaudited Condensed Consolidated Balance Sheets at September 30, 2004 and March 31, 2004		5
		Unaudited Condensed Consolidated Statement of Changes in Stockholders’ Equity and Comprehensive Income for the six months ended September 30, 2004		6
		Unaudited Condensed Consolidated Statements of Cash Flows for the six months ended September 30, 2004 and 2003		7
		Notes to Unaudited Condensed Consolidated Financial Statements		8
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		18
	Item 3.	Quantitative and Qualitative Disclosure About Market Risk		31
	Item 4.	Controls and Procedures		31
Part II.	Other Information
	Item 1.	Legal Proceedings		32
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		32
	Item 4.	Submission of Matters to a Vote of Security Holders		33
	Item 6.	Exhibits		33
Signatures				34
Exhibit Index				35
Ex-10.1 Credit Agreement
Ex-10.2 Property Purchase And Termination Agreement
Section 302 CEO Certification
Section 302 CFO Certification
Section 906 CEO Certification
Section 906 CFO Certification

2

Part I. Financial Information

SPECIAL NOTE

     References to “Catalina Marketing,” the “Company,” “we,” “us” or “our” refer to Catalina Marketing Corporation and its subsidiaries, unless the context specifically states or implies otherwise.

3

Item 1. Financial Statements

CATALINA MARKETING CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

	Three Months Ended						Six Months Ended
	September 30,						September 30,
	2004			2003			2004			2003
Revenues	$	103,717		$	107,676		$	200,501		$	194,308
Costs and expenses:
Direct operating expenses		32,713			35,991			67,600			70,692
Selling, general and administrative		29,331			31,298			59,086			63,374
Impairment charges		3,298			—			3,298			—
Depreciation and amortization		10,698			11,174			22,337			22,533
Total costs and expenses		76,040			78,463			152,321			156,599
Operating income		27,677			29,213			48,180			37,709
Interest expense		(151	)		(609	)		(736	)		(1,087	)
Other income (expenses), net		277			398			469			1,125
Income from continuing operations before income taxes		27,803			29,002			47,913			37,747
Provision for income taxes		11,067			12,465			18,251			15,694
Income from continuing operations		16,736			16,537			29,662			22,053
Discontinued operations:
Income (loss) from discontinued operations		260			(27,648	)		(1,740	)		(28,131	)
Gain on dispositions, net		3,283			—			3,283			—
Income (loss) from discontinued operations		3,543			(27,648	)		1,543			(28,131	)
Cumulative effect of accounting change		—			—			—			(770	)
Net income (loss)	$	20,279		$	(11,111	)	$	31,205		$	(6,848	)
Basic:
Income per common share from continuing operations	$	0.32		$	0.32		$	0.57		$	0.43
Income (loss) from discontinued operations		0.07			(0.53	)		0.03			(0.54	)
Cumulative effect of accounting change		—			—			—			(0.02	)
Net income (loss) per common share	$	0.39		$	(0.21	)	$	0.60		$	(0.13	)
Weighted average common shares outstanding		52,231			52,217			52,233			52,375
Diluted:
Income per common share from continuing operations	$	0.32		$	0.32		$	0.57		$	0.43
Income (loss) from discontinued operations		0.07			(0.53	)		0.03			(0.54	)
Cumulative effect of accounting change		—			—			—			(0.02	)
Net income (loss) per common share	$	0.39		$	(0.21	)	$	0.60		$	(0.13	)
Weighted average common shares outstanding		52,311			52,217			52,269			52,375

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

4

CATALINA MARKETING CORPORATION

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

	September 30,			March 31,
	2004			2004
ASSETS
Current Assets:
Cash and cash equivalents	$	97,345		$	72,704
Accounts receivable, net		59,195			56,963
Inventory		5,740			5,836
Deferred tax asset		8,143			8,536
Prepaid expenses and other current assets		13,249			14,958
Total current assets		183,672			158,997
Property and Equipment:
Property and equipment		362,271			381,999
Less - accumulated depreciation and amortization		(255,523	)		(255,156	)
Property and equipment, net		106,748			126,843
Patents, net		12,513			13,472
Goodwill		80,495			84,743
Other assets		2,352			2,754
Total Assets	$	385,780		$	386,809
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	12,514		$	15,372
Accrued expenses		52,076			65,778
Income taxes payable		10,093			3,127
Deferred revenue		30,714			35,730
Short-term borrowings		2,844			37,016
Total current liabilities		108,241			157,023
Long-term deferred tax liability		11,162			9,827
Long-term debt		62,660			29,908
Other long-term liabilities		3,591			4,475
Total liabilities		185,654			201,233
Commitments and contingencies
Minority interest		—			914
Stockholders’ Equity:
Preferred stock; $0.01 par value; 5,000,000 authorized shares; none issued and outstanding		—			—
Common stock; $0.01 par value; 150,000,000 authorized shares and 52,177,734 and 52,134,462 shares issued and outstanding at September 30, 2004 and March 31, 2004, respectively		522			521
Paid-in capital		3,427			2,485
Accumulated other comprehensive loss		(1,325	)		(312	)
Retained earnings		197,502			181,968
Total stockholders’ equity		200,126			184,662
Total liabilities and stockholders’ equity	$	385,780		$	386,809

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

5

CATALINA MARKETING CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’
EQUITY AND COMPREHENSIVE INCOME

(in thousands)

						Par				Accumulated
				Number		Value of				Other						Total
	Comprehensive			of		Common		Paid-in		Comprehensive			Retained			Stockholders’
	Income			Shares		Stock		Capital		Loss			Earnings			Equity
BALANCE AT MARCH 31, 2004					52,134	$	521	$	2,485	$	(312	)	$	181,968		$	184,662
Proceeds from issuance of common stock					35		1		548		—			—			549
Increase in investment in subsidiary, net of tax					—		—		237		—			—			237
Tax benefit from exercise of non-qualified stock options and disqualified dispositions					—		—		28		—			—			28
Deferred compensation plan common stock units and Directors’ common stock grants					9		—		129		—			—			129
Dividends on common stock ($0.30 per share)					—		—		—		—			(15,671	)		(15,671	)
Net income	$	31,205			—		—		—		—			31,205			31,205
Foreign currency translation adjustment		(1,013	)		—		—		—		(1,013	)		—			(1,013	)
Comprehensive income	$	30,192
BALANCE AT SEPTEMBER 30, 2004					52,178	$	522	$	3,427	$	(1,325	)	$	197,502		$	200,126

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

6

CATALINA MARKETING CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	Six Months Ended
	September 30,
	2004			2003
Net cash provided by operating activities:	$	42,470		$	54,441
Cash flows from investing activities:
Capital expenditures		(6,175	)		(16,125	)
Business acquisition payments		—			(22,921	)
Payment for minority interest - VIE		(914	)		—
Proceeds from the sale of DMS		5,000			—
Cash used in investing activities		(2,089	)		(39,046	)
Cash flows from financing activities:
Payments on the Prior Facility, net		—			(1,000	)
Proceeds from the Corporate Facility		30,000			—
Payment on long-term debt – VIE		(29,565	)		—
Proceeds from Japan borrowings		1,180			8,383
Principal payments on Japan borrowings		(1,818	)		(2,140	)
Repurchases of Company common stock		—			(13,307	)
Proceeds from issuance of common and subsidiary stock		786			1,477
Cash dividends paid		(15,642	)		—
Financing fees paid		(561	)		(600	)
Net cash used in financing activities		(15,620	)		(7,187	)
Effect of exchange rate changes on cash and cash equivalents		(120	)		(758	)
Net change in cash and cash equivalents		24,641			7,450
Cash and cash equivalents at end of prior period		72,704			1,715
Cash and cash equivalents at end of current period	$	97,345		$	9,165

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

7

CATALINA MARKETING CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Note 1. Description of the Business and Basis for Presentation

     Description of the Business. Catalina Marketing Corporation, a Delaware corporation, and its subsidiaries (the “Company”), provide behavior-based communications, developed and distributed for consumer packaged goods manufacturers, pharmaceutical manufacturers and marketers, and retailers. The Company’s primary business initially was developed to provide consumers with in-store coupons delivered based upon purchase behavior and distributed primarily in supermarkets. Today, the Company offers behavior-based, targeted-marketing services and programs globally through a variety of distribution channels. These marketing solutions, including discount coupons, loyalty marketing programs, pharmacist and patient education newsletters, compliance mailings, pharmacy counter mats, attitudinal research programs, sampling, advertising, in-store instant-win games and other consumer communications, are delivered directly to shoppers by various means. By specifying how a particular consumer transaction will “trigger” a promotion to print, manufacturers and retailers can deliver customized incentives and messages to only the consumers they wish to reach. The Company tracks actual purchase behavior and primarily uses Universal Product Code-based scanner technology to target consumers at the checkout counter and National Drug Code information to trigger delivery of a customized communication to consumers during pharmacy prescription checkout transactions.

     The Company is organized and managed by segments, which include the following operations, classified in the accompanying unaudited condensed consolidated statements of operations as continuing operations: Catalina Marketing Services (“CMS”), Catalina Health Resource (“CHR”), the international operations, which includes services similar to those provided in the United States by CMS (“International”), and Catalina Marketing Research Solutions (“CMRS”). The domestic operations of the Company include CMS, CHR and CMRS. The international operations of the Company are organized and managed by country. The Company’s segments, Direct Marketing Services (“DMS”) and Japan Billboard, a billboard and outdoor media business operating in Japan (“Japan Billboard”), were sold during the second quarter of fiscal year 2005. As such, they are reported as discontinued operations in the accompanying unaudited condensed consolidated statements of operations, for all periods presented.

     In November 2003, the Company announced its intent to divest DMS, CMRS and Japan Billboard, which were deemed not to be strategically aligned with the Company’s current core competencies. See further discussion in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2004, filed with the United States Securities and Exchange Commission (“SEC”) on July 15, 2004. Japan Billboard was sold on August 31, 2004 and DMS was sold on September 17, 2004. Although CMRS has been targeted for divestiture by the Company, the results of its operations are reflected in continuing operations in our accompanying unaudited condensed consolidated financial statements. The Company has concluded that CMRS does not qualify for “held for sale” treatment at September 30, 2004, pursuant to Statement of Financial Accounting Standard (“SFAS”) No. 144, “Accounting for the Impairment of Long-lived Assets.”

     The Company previously reported the activities of the operating segments Retail Services and CMRS in Other. Effective April 1, 2004, the Company restructured the Retail Services and Manufacturer Services units by merging Retail Services into Manufacturer Services and renaming the segment Catalina Marketing Services, or CMS. The restructuring was part of the Company’s strategy to optimize its selling and administrative efforts. As a result of the restructuring, Retail Services is no longer reported as a separate business segment. Segment information for the three and six months ended September 30, 2003 for Retail Services has been reclassified to CMS to reflect the new segment reporting.

     CMS serves the needs of domestic consumer product manufacturers, primarily within the consumer packaged goods industry, and the grocery retail industry. Using the Catalina Marketing Network^®, this operating segment specializes in behavior-based marketing communications that are delivered at the point-of-sale. The primary service line of the Catalina Marketing Network^® is the in-store delivery of promotions at the checkout lane of a retailer, typically a supermarket. Catalina Marketing links its proprietary software, computers, central databases and thermal printers with a retailer’s point-of-sale controllers and scanners. The network prints customized promotions at the point-of-sale based on product Universal Product Codes or other scanned information. The printed promotions are handed to consumers by the cashier at the end of the shopping transaction. CMS also provides marketing solutions to retail chains nationwide and supports and maintains the Catalina Marketing Network®.

8

     CHR services allow pharmaceutical and consumer packaged goods manufacturers, as well as retail pharmacies, to provide consumers with condition-specific health information and direct-to-patient communications. CHR’s primary product offerings use an in-store, prescription-based targeting technology to provide targeted, direct-to-patient communications on behalf of the Company’s clients. These communication services include messages and educational information to healthcare patients at the pharmacy level throughout the Health Resource Network. The Health Resource Network is a proprietary software system with built-in targeted response capabilities. Communications are primarily delivered to patients based on prescription medications purchased which are identified by a National Drug Code symbol. Clients are able to use these communications to provide information on a wide variety of products such as over-the-counter medicines, prescription medication and other healthcare remedies and merchandise. Communications provide clinically appropriate information while maintaining patient privacy.

     International operations include in-store electronic targeted marketing services for consumers in France, Italy, the United Kingdom, Germany and Japan. The Catalina Marketing Network^® operates internationally in a similar manner to the domestic CMS business. International offers a full range of targeted marketing solutions to consumer packaged goods manufacturers and enjoys relationships with supermarket, hypermarket and other retailers.

     CMRS provides a wide range of traditional marketing research services, including tracking studies and other satisfaction surveys, as well as proprietary research products that take advantage of behavioral data gathered throughout the Catalina Marketing Network^®.

     Japan Billboard operated a billboard and outdoor media business in Japan. DMS provided targeted direct mail programs, designed to market to consumers in their homes. See Note 8 for additional information related to these discontinued operations.

     The unaudited condensed consolidated financial statements included herein should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2004.

     Basis of Presentation. These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments, consisting only of normal recurring accruals, except as disclosed herein, considered necessary for a fair presentation of the financial position of the Company as of September 30, 2004, the results of its operations for the three and six month periods ended September 30, 2004 and 2003, its cash flows for the six months ended September 30, 2004 and 2003 and the results of its changes in stockholders’ equity for the six month period ended September 30, 2004 have been included.

     The balance sheet at March 31, 2004 has been derived from the audited financial statements at that date but does not include all of the information or notes required by accounting principles generally accepted in the United States of America for complete financial statements. Operating results for the three and six month periods ended September 30, 2004 are not necessarily indicative of the results that may be expected for the remainder of the fiscal year ending March 31, 2005.

     The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned and majority owned subsidiaries. All significant intercompany transactions are eliminated in consolidation. In addition, the balance sheet at March 31, 2004 includes the accounts of a variable interest entity from which the Company leased its headquarters facility in St. Petersburg, Florida. The headquarters facility was purchased by the Company on August 25, 2004. See Note 10. The accounts of our foreign subsidiaries are included on a three-month lag, (i.e., for the three- and six-month periods ended June 30, 2004 and June 30, 2003), to facilitate the timing of the Company’s closing process.

9

Note 2. Stock Based Compensation

     The Company applies the recognition and measurement principles of APB Opinion No. 25 and related interpretations in accounting for its stock-based employee compensation plans. Additionally, the Company has adopted the disclosure provisions of SFAS No. 148, “Accounting for Stock-Based Compensation-Transition and Disclosure,” (“SFAS No. 148”), which amends SFAS No. 123, “Accounting for Stock-Based Compensation,” (“SFAS No. 123”). SFAS No. 148 allows for the continued use of the recognition and measurement principles of APB Opinion No. 25 and related interpretations in accounting for those plans. The following table illustrates the effect on net income (loss) and earnings (loss) per share if the Company had applied the fair value recognition provisions to stock-based employee compensation. Such disclosure is not necessarily indicative of the fair value of stock options that could be granted by the Company in future fiscal years or of the value of all options currently outstanding. The pro forma results were calculated with the use of the Black-Scholes option-pricing model. Had compensation expense for these plans been recognized in accordance with SFAS No. 123, the Company’s net income and earnings per share would have been reduced to the following pro forma amounts (in thousands, except per share data):

	Three Months Ended						Six Months Ended
	September 30,						September 30,
	2004			2003			2004			2003
Net income (loss):
As reported	$	20,279		$	(11,111	)	$	31,205		$	(6,848	)
Add stock-based employee compensation expense included in reported net income (loss), net of tax		55			75			130			112
Deduct total stock-based employee compensation expense determined under fair value based method for all awards, net of tax		(4,912	)		(3,013	)		(8,519	)		(4,821	)
Pro forma net income (loss)	$	15,422		$	(14,049	)	$	22,816		$	(11,557	)
Basic earnings (loss) per common share:
As reported	$	0.39		$	(0.21	)	$	0.60		$	(0.13	)
Pro forma	$	0.30		$	(0.27	)	$	0.44		$	(0.22	)
Diluted earnings (loss) per common share:
As reported	$	0.39		$	(0.21	)	$	0.60		$	(0.13	)
Pro forma	$	0.29		$	(0.27	)	$	0.44		$	(0.22	)
Purchase discount offered under the purchase plan	$	—		$	—		$	—		$	387

     Pro forma amounts include approximately $0.4 million related to the purchase discount offered under the purchase plan for the six months ended September 30, 2003. There were no shares issued under the purchase plan for the three and six months ended September 30, 2004, and, consequently, no accompanying purchase discount.

     During the six months ended September 30, 2003, certain of the Company’s executives left the Company prior to exercising their options and, as a result, any unexercised options were forfeited. The pro forma compensation expense for the three and six months ended September 30, 2003 shown in the table above includes a reversal of previously reported pro forma compensation expense of $2.4 million, net of a tax benefit of $1.5 million, and $6.3 million, net of tax benefit of $3.8 million, respectively, related to these forfeited options.

     During the three months ended September 30, 2004, there were options to purchase 1,757,025 shares issued under the Company’s 1999 Stock Award Plan.

Note 3. Accounting Standards Adopted During the Six Months Ended September 30, 2004

     Revised SFAS No. 132. In December 2003, the FASB issued a revision to Statement of Financial Accounting Standards No. 132, “Employers Disclosures about Pensions and Other Postretirement Benefits, an amendment of FASB Statements No. 87, 88, and 106,” (“SFAS No. 132”). This revision to SFAS No. 132 is intended to improve financial statement disclosures for defined benefit plans and was initiated in response to concerns raised by investors and other users of financial statements about the need for greater transparency of pension information. In particular,

10

the standard requires that companies provide more details in their interim financial reports about their net periodic pension expense and amounts expected to be paid to the plan during the current fiscal year.

     In fiscal year 2002, the Company implemented a plan to provide healthcare benefits to certain eligible retirees and active employees and their eligible dependents. The plan contains no assets, and the Company does not anticipate making contributions to the plan, other than for current benefit payments. Benefits are funded from the Company’s assets on a current basis. Plan benefits are subject to co-payments, deductibles and other limits as defined by the plan. Benefits paid during the three and six months ended September 30, 2004 and 2003 were not material. The Company’s funding of the cost of healthcare benefits is at the discretion of management. A detail of net periodic expense for the three and six months ended September 30, 2004 and 2003 is as follows:

	Three Months Ended				Six Months Ended
	September 30,				September 30,
	2004		2003		2004		2003
Service cost	$	—	$	3	$	—	$	6
Interest cost		31		32		62		64
Amortization of unrecognized prior service costs		—		111		—		221
	$	31	$	146	$	62	$	291

     The revision to SFAS No. 132 also requires additional disclosures on an annual basis. The annual disclosures required under SFAS No. 132 as they related to the Company’s postretirement healthcare plan have been provided in Note 15 to the Company’s Consolidated Financial Statements as filed in its Annual Report on Form 10-K for fiscal year ended March 31, 2004.

Note 4. Net Income Per Common Share

     The following is a reconciliation of the denominator of basic earnings per share (EPS) to the denominator of diluted EPS (in thousands):

	Three Months Ended				Six Months Ended
	September 30,				September 30,
	2004		2003		2004		2003
Basic weighted average common shares outstanding		52,231		52,217		52,233		52,375
Dilutive effect of options outstanding		80		—		36		—
Diluted weighted average common shares outstanding		52,311		52,217		52,269		52,375

     Due to the net loss for the three and six months ended September 30, 2003, the assumed net exercise of stock options were excluded in their entirety for those periods as the effect would have been anti-dilutive.

     The following table presents the number of excluded options and related exercise price ranges for each of the periods presented:

Period Presented	Number of Excluded Options		Price Range
Three months ended September 30, 2004		3,584,311	$	26.31-$36.82
Three months ended September 30, 2003		6,565,805	$	15.88-$36.82
Six months ended September 30, 2004		5,634,492	$	19.92-$36.82
Six months ended September 30, 2003		6,232,305	$	17.10-$36.82

11

Note 5. Comprehensive Income (Loss) (in thousands)

	Three Months Ended						Six Months Ended
	September 30,						September 30,
	2004			2003			2004			2003
Net income (loss)	$	20,279		$	(11,111	)	$	31,205		$	(6,848	)
Other comprehensive income (loss), net of tax:
Currency translation adjustment		(18	)		323			(1,013	)		(219	)
Comprehensive income (loss)	$	20,261		$	(10,788	)	$	30,192		$	(7,067	)

Note 6. Segment Information

     The Company is organized and managed by segments, as described in following table:

Segment	Business Activity
Catalina Marketing Services	Provides point-of-sale, printed promotions to consumers for consumer packaged goods manufacturers and retail partners.
Catalina Health Resource	Provides point-of-sale printed direct-to-patient communications for pharmaceutical and consumer packaged goods manufacturers and retailers.
International	Provides services similar to Catalina Marketing Services in the United Kingdom, France, Italy, Germany and Japan.
Catalina Marketing
Research Solutions	Provides traditional marketing research services.
Corporate	Provides executive and administrative oversight and centralized functions such as information technology, client services and store systems support.
Discontinued operations	Includes Japan Billboard and DMS

     The Company previously reported the activities of the operating segments Retail Services and CMRS in Other. Effective April 1, 2004, the Company restructured the Retail Services and Manufacturer Services units by merging Retail Services into Manufacturer Services and renaming the segment Catalina Marketing Services, or CMS. The restructuring was part of the Company’s strategy to optimize its selling and administrative efforts. As a result of the restructuring, Retail Services is no longer reported as a separate business segment. Segment information for the three and six months ended September 30, 2003 for Retail Services has been reclassified to CMS to reflect the new segment reporting. Segment information previously reported for Japan Billboard and DMS is now reported as discontinued operations. See Note 8.

     Financial information for each of the Company’s reportable segments is presented in the following tables (in thousands).

	Revenues from										Revenues from
	External				Intersegment						External				Intersegment
	Customers				Revenues						Customers				Revenues
	Three Months Ended September 30,										Six Months Ended September 30,
Segments:	2004		2003		2004			2003			2004		2003		2004			2003
Catalina Marketing Services	$	66,070	$	71,427	$	—		$	—		$	129,468	$	131,026	$	4		$	—
Catalina Health Resource		19,180		19,148		—			—			37,046		33,614		—			—
International		16,892		13,633		—			—			31,138		22,744		—			—
Catalina Marketing Research Solutions		1,345		3,265		—			89			2,687		6,841		40			280
		103,487		107,473		—			89			200,339		194,225		44			280
Reconciliation of segments to consolidated amount:
Corporate		230		203		829			896			162		83		1,663			1,486
Eliminations		—		—		(829	)		(985	)		—		—		(1,707	)		(1,766	)
	$	103,717	$	107,676	$	—		$	—		$	200,501	$	194,308	$	—		$	—

12

	Net Income (Loss)
	Three Months Ended						Six Months Ended
	September 30,						September 30,
Segments:	2004			2003			2004			2003
Catalina Marketing Services	$	18,896		$	18,870		$	35,029		$	31,706
Catalina Health Resource		2,774			2,133			3,848			136
International		2,073			1,083			2,874			(63	)
Catalina Marketing Research Solutions		(2,117	)		92			(2,554	)		367
		21,626			22,178			39,197			32,146
Reconciliation of segments to consolidated amount:
Corporate		(4,890	)		(5,641	)		(9,535	)		(10,093	)
Discontinued operations		3,543			(27,648	)		1,543			(28,131	)
Cumulative effect of accounting change		—			—			—			(770	)
Consolidated	$	20,279		$	(11,111	)	$	31,205		$	(6,848	)

	Total Assets
Segments:	September 30, 2004			March 31, 2004
Catalina Marketing Services	$	1,188,706		$	1,514,933
Catalina Health Resource		63,244			68,284
International		98,054			98,040
Catalina Marketing Research Solutions		5,006			10,963
Reconciliation of segments to consolidated amount:
Eliminations		(1,358,634	)		(2,279,126	)
Corporate		388,728			919,257
Total assets – continuing operations		385,104			332,351
Total assets – discontinued operations		676			54,458
Consolidated	$	385,780		$	386,809

Note 7. Impairment Charges and Goodwill

     The accompanying unaudited condensed consolidated statements of operations include impairment charges of $3.3 million for the three and six months ended September 30, 2004. In November 2003, the Company announced its intent to divest CMRS. As a result, the Company tested the goodwill of this reporting unit for impairment during fiscal year 2004, resulting in partial impairment of goodwill. The Company tested the goodwill at CMRS for impairment again during the three months ended September 30, 2004 due to a further decline in its forecasted cash flows. Based upon this testing, the Company determined that an additional impairment of goodwill had occurred and recorded an impairment charge of $2.6 million, reducing the goodwill attributable to this business unit to $0 as of September 30, 2004.

     The Company also recorded impairment charges, during the three months ended September 30, 2004, of $0.4 million and $0.3 million at CMRS and Corporate, respectively, because the estimated fair value of certain depreciable assets exceeded their carrying value.

     Goodwill related to DMS of $1.6 million was written off, reducing the balance to $0, during the three months ended June 30, 2004 and is included in income (loss) from discontinued operations for the six months ended September 30, 2004. DMS was sold on September 17, 2004. During the first quarter of fiscal year 2005, the Company did not anticipate its ability to recover goodwill. Subsequently, in September 2004, the Company sold the business for an amount in excess of the net book value of the remaining net assets, resulting in a gain on sale in the second quarter of fiscal year 2005. See Note 8.

13

     Changes in the carrying amount of goodwill, including the effect of impairment charges through September 30, 2004, were as follows:

	CMS		CHR		DMS			International		CMRS			Consolidated
Balance as of March 31, 2004	$	20,210	$	36,132	$	1,609		$	24,153	$	2,639		$	84,743
Impairment		—		—		(1,609	)		—		(2,639	)		(4,248	)
Balance as of September 30, 2004	$	20,210	$	36,132	$	—		$	24,153	$	—		$	80,495

     The unaudited condensed consolidated financial statements for the six months ended September 30, 2003 include an impairment charge of $28.0 million in income (loss) from discontinued operations related to Japan Billboard. For a discussion of impairment charges related to Japan Billboard, see our Annual Report on Form 10-K for the fiscal year ended March 31, 2004.

Note 8. Discontinued Operations

     In November 2003, the Company announced its intent to divest DMS, CMRS and Japan Billboard, which were deemed not to be strategically aligned with the Company’s current core competencies.

     On August 31, 2004, the Company sold the stock of Japan Billboard for 100 Japanese yen to an employee of the Company who was acting as the local General Manager of Japan Billboard until the date of the sale. The transaction was effective as of July 31, 2004. Upon closing of the sale, the Company retained certain liabilities, the amounts of which are expected to be settled during fiscal year 2005. Although the loss on disposition could be revised as a result of a change to these retained liabilities, the Company does not expect a material change to the amount reported as of September 30, 2004.

     Discontinued operations information relating to Japan Billboard is as follows (dollars in thousands):

	Three Months Ended						Six Months Ended
	September 30,						September 30,
	2004			2003			2004			2003
Revenues	$	3,732		$	3,559		$	6,653		$	7,327
Operating loss	$	(26	)	$	(27,814	)	$	(181	)	$	(28,132	)
Loss before income tax benefit	$	(53	)	$	(27,873	)	$	(233	)	$	(28,243	)
Income tax benefit		—			(2	)		—			(4	)
Loss from operations		(53	)		(27,871	)		(233	)		(28,239	)
Loss on disposition of Japan Billboard, before income tax benefit		(358	)		—			(358	)		—
Income tax benefit		—			—			—			—
Loss on disposition of Japan Billboard		(358	)		—			(358	)		—
Loss from Japan Billboard discontinued operations	$	(411	)	$	(27,871	)	$	(591	)	$	(28,239	)

     On September 17, 2004, the Company sold DMS and received cash proceeds of $5.0 million. The sale is subject to a final purchase price adjustment based upon the book value of the net assets sold as of September 17, 2004. The Company expects to finalize this adjustment during fiscal year 2005. Although the gain on disposition could be revised accordingly, the Company does not expect a material change to the amount reported as of September 30, 2004.

14

     Discontinued operations information relating to DMS is as follows (dollars in thousands):

	Three Months Ended				Six Months Ended
	September 30,				September 30,
	2004		2003		2004			2003
Revenues	$	4,093	$	10,845	$	10,030		$	22,657
Operating income (loss)	$	521	$	374	$	(1,442	)	$	180
Income (loss) before income tax provision	$	521	$	376	$	(1,442	)	$	182
Income tax provision		208		153		65			74
Income (loss) from operations		313		223		(1,507	)		108
Gain on disposition of DMS, before income tax provision		3,832		—		3,832			—
Income tax provision		191		—		191			—
Gain on disposition of DMS		3,641		—		3,641			—
Income from DMS discontinued operations	$	3,954	$	223	$	2,134		$	108

     Combined discontinued operations information for Japan Billboard and DMS is as follows (dollars in thousands):

	Three Months Ended					Six Months Ended
	September 30,					September 30,
	2004		2003			2004			2003
Revenues	$	7,825	$	14,404		$	16,683		$	29,984
Operating income (loss)	$	495	$	(27,440	)	$	(1,623	)	$	(27,952	)
Income (loss) from discontinued operations before income tax provision	$	468	$	(27,497	)	$	(1,675	)	$	(28,061	)
Income tax provision		208		151			65			70
Income (loss) from operations of discontinued businesses		260		(27,648	)		(1,740	)		(28,131	)
Gain on dispositions of discontinued operations, net, before income tax provision		3,474		—			3,474			—
Income tax provision		191		—			191			—
Gain on dispositions of discontinued operations, net		3,283		—			3,283			—
Income (loss) from discontinued operations	$	3,543	$	(27,648	)	$	1,543		$	(28,131	)

Note 9. The August 2004 Credit Facility

     On August 27, 2004, the Company entered into a new, five-year revolving credit facility with a group of lenders, led by Bank One, NA, as Agent (the “August 2004 Credit Facility” or the “Credit Facility”). The Credit Facility provides available borrowings of up to $125.0 million, but has a feature that allows the Company to increase the revolving credit line to up to $175.0 million, under certain conditions. The Credit Facility also provides, within the maximum commitment, up to the U.S. dollar equivalent of $50.0 million in available borrowings in Japanese Yen by Catalina Marketing Japan K.K., $25.0 million for U.S. dollar-only commercial and standby letters of credit, and a maximum U.S. dollar-only “Swing Line” (i.e., an overnight facility), as that term is defined in the Credit Facility, of $10.0 million. The Credit Facility is to be used for general corporate purposes including, but not limited to, refinancing of existing indebtedness, share repurchases, capital expenditures and acquisitions, as such terms are defined in the Credit Facility.

15

     The interest rate on advances under the Credit Facility is based on (a) the greater of the Prime Rate or the Federal Funds Effective Rate plus one-half percent or, (b) the Eurocurrency Base Rate, as those terms are defined in the Credit Facility. A percentage margin, ranging from 0.625% to 1.125% and determined based upon the Company’s Leverage Ratio, as that ratio is defined in the Credit Facility, is added to the Eurocurrency Base Rate.

     The Company will pay a quarterly commitment fee ranging from 0.15% to 0.25% of the unused portion of the Credit Facility and determined based upon the Company’s Leverage Ratio, as that ratio is defined in the Credit Facility. Usual and customary fees are payable for letters of credit that are issued under the agreement. The Company may, at its option, reduce the maximum commitment amount of the Credit Facility and generally may prepay any amounts outstanding without penalty. The Credit Facility is unsecured, with a negative pledge on all material assets, and is guaranteed by all material U.S. subsidiaries of the Company.

     Financing fees paid through September 30, 2004 in conjunction with the August 2004 Credit Facility were $0.6 million. These fees will be amortized as interest expense over the term of the Credit Facility.

     In accordance with the terms of the Credit Facility, the Company provides customary, ongoing representations, warranties and covenants, and is subject to quarterly financial covenant compliance. These representations, warranties and covenants include timely submission of financial statements, compliance with income tax, pension and other laws, limitations on liens and incurrence of debt, investments, mergers, consolidations and sales of assets, and limitations on transactions with affiliates. Financial compliance covenants include Interest Expense Coverage and Leverage Ratios, as those terms are defined in the agreement. Events of default under the Credit Facility include, but are not limited to, failure to make payments of principal, interest or fees within the applicable cure period, violation of covenants, or a change in control of the Company. The Company was in compliance with all Credit Facility covenants as of September 30, 2004.

     The Company repaid amounts outstanding under the prior Japan credit facility with proceeds from the August 2004 Credit Facility on the date the agreement was executed. The total amount borrowed for payment on the prior Japan credit facility was approximately $31.8 million.

     In addition, the Company borrowed $30.0 million on the Credit Facility on September 1, 2004, and used the proceeds to replenish the cash used to purchase the corporate headquarters facility. See Note 10. Since the Company’s consolidated accounts previously included the accounts of the lessor, the purchase of the building resulted in the refinancing of debt and purchase of the lessor’s equity interest.

     There was $61.8 million outstanding under the Credit Facility as of September 30, 2004.

Note 10. Purchase of Headquarters Facility and Termination of Related Lease Agreement

     Prior to August 25, 2004, the Company leased its corporate headquarters, in St. Petersburg, Florida, from a variable interest entity (“VIE”) that was created in fiscal year 2001 and was partially funded by a third-party financial institution. The Company accounted for the VIE in accordance with FASB’s Interpretation No. 46 (revised 2003), “Consolidation of Variable Interest Entities – An Interpretation of ARB No. 51.” Because the Company was the primary beneficiary, the Company had been consolidating the accounts of the VIE.

     On August 25, 2004, the Company purchased the corporate headquarters facility for $30.5 million. The lease, which was scheduled to expire in October 2005, was terminated in conjunction with the purchase. The accounts of the VIE, which included long-term debt of $29.6 million and equity of $0.9 million to fund the facility, were liquidated upon the sale of the facility to the Company and, as such, are no longer consolidated. The Company also paid certain fees to acquire the facility, such as state transfer taxes, which were expensed during the three months ended September 30, 2004.

Note 11. Share Repurchase Authorization and Share Repurchases

     On September 1, 2004, the Company announced that its Board of Directors authorized $100.0 million of funds to be available for the repurchase of the Company’s common stock. This authorization replaces the $44.0 million unused portion of the previous $100.0 million common stock repurchase program authorized by the Board of

16

Directors in July 2002. The Company last purchased shares in June 2003. Subsequent to June 2003, the Company was precluded from stock repurchases under the terms of its previous bank credit facility (“Prior Facility”). The Prior Facility was replaced on August 27, 2004 by the Credit Facility, and the current Credit Facility no longer restricts the Company from repurchases of its common stock.

     During the six months ended September 30, 2003, the Company repurchased 749,200 shares of its common stock for a total of $13.3 million. There were no repurchases of common stock made by the Company during the six months ended September 30, 2004.

Note 12. Cash Dividend

     On September 1, 2004, the Company announced that the Board of Directors declared an annual cash dividend of $0.30 per share to common stockholders of record as of September 15, 2004. The dividend liability was funded on September 30, 2004 for payment to stockholders on October 1, 2004, and resulted in cash payments to stockholders of approximately $15.6 million.

Note 13. Offer to Purchase Shares of Catalina Health Resource

     On September 15, 2004, the Company notified holders of common stock and options to purchase common stock of Catalina Health Resource, (“CHR”), a subsidiary in which the Company owns approximately 95% of the outstanding shares, that it will make a tender offer to purchase the shares of CHR not held by the Company. The tender offer period will begin on January 3, 2005 and close on March 31, 2005. Payment for shares tendered under the offer will be made on or before April 15, 2005. Generally, CHR stockholders that have owned their shares for a period of at least six months and one day prior to the day the shares are purchased by the Company are eligible to tender their shares under this offer. The Company has determined that it will pay $12.50 per share for those shares tendered in accordance with the terms of the offer. There were 279,786 shares of CHR outstanding as of September 30, 2004. Accordingly, the Company estimates a maximum cash outflow of $3.5 million will be paid to CHR stockholders during the period from January 3, 2005 through April 15, 2005.

Note 14. Subsequent Event

     A sales and use tax audit for the period January 1, 1991 to June 30, 1993 was conducted by a state taxing authority resulting in an assessment of sales tax on the Company’s revenue generated from its electronic marketing delivery service conducted within that state. We subsequently appealed this assessment to the relevant state tax tribunal. The tax tribunal held that our electronic marketing delivery activities were taxable in their entirety. In March 2002, the state’s intermediate court of appeals affirmed the decision of the tax tribunal. We appealed the case to the state’s supreme court and, in May 2004, the state’s supreme court vacated the prior decision, remanded the case back to the tax tribunal and directed the tax tribunal to apply a different legal test. In July 2004, the state’s tax tribunal ruled in favor of the Company. In October 2004, the state’s supreme court affirmed the decision of the tax tribunal. As a result, the Company will reverse a liability related to the sales tax assessment of approximately $4.4 million, which is the amount recognized in prior periods, into income during the third quarter of fiscal year 2005.

17

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

     The following tables include the revenues and operating income (loss) for each of the Company’s reportable segments included in continuing operations for the three and six months ended September 30, 2004 compared with the three and six months ended September 30, 2003. Net income is presented for the same periods for our reportable segments and discontinued operations. Discontinued operations include Japan Billboard and DMS through the date each entity was divested. See Note 8 to the unaudited condensed consolidated financial statements included in this Form 10-Q. The accounts of our foreign subsidiaries are included for the three and six months ended June 30, which is the end of their second fiscal quarter.

     In general, we expect our revenues to be higher during periods of increased promotional activity by manufacturers. The pattern of promotion distribution is irregular and may change from period to period depending on various factors, including the economy, competition, the timing of new product introductions and the timing of manufacturers’ promotion planning and implementation. In addition, this pattern may be affected by seasonal factors such as holiday-related promotions, seasonal product advertising and annual budgeting processes affecting when our clients use promotional and consumer-related expenditure budgets. The seasonality of our international operations may be different than that of our domestic operations for many reasons, but the impact of seasonality on our reporting may also be affected by the difference in fiscal years. These factors, as well as the overall growth in the number of retailer and manufacturer contracts with the Company, the timing of growth of the installed store base and access to revenue producing transactions, may impact our revenues and profits in any particular period. See Note 6 to the unaudited condensed consolidated financial statements included herein, and our Annual Report on Form 10-K for the fiscal year ended March 31, 2004 for additional segment information. Results of operations are discussed for each of our significant operating segments. Dollars are in thousands in the following tables.

	Three Months Ended						Six Months Ended
	September 30,						September 30,
	2004			2003			2004			2003
Revenues
Catalina Marketing Services	$	66,070		$	71,427		$	129,472		$	131,026
CHR		19,180			19,148			37,046			33,614
International		16,892			13,633			31,138			22,744
CMRS		1,345			3,354			2,727			7,121
Corporate		1,059			1,099			1,825			1,569
Eliminations		(829	)		(985	)		(1,707	)		(1,766	)
Total Revenues	$	103,717		$	107,676		$	200,501		$	194,308

	Three Months Ended						Six Months Ended
	September 30,						September 30,
	2004			2003			2004			2003
Operating income (loss)
Catalina Marketing Services	$	31,796		$	31,715		$	58,987		$	53,288
CHR		4,663			3,585			6,471			229
International		4,439			2,760			7,193			2,306
CMRS		(3,559	)		159			(4,293	)		621
Corporate		(9,662	)		(9,006	)		(20,178	)		(18,735	)
Total operating income	$	27,677		$	29,213		$	48,180		$	37,709

18

	Three Months Ended						Six Months Ended
	September 30,						September 30,
	2004			2003			2004			2003
Net income (loss)
Catalina Marketing Services	$	18,896		$	18,870		$	35,029		$	31,706
CHR		2,774			2,133			3,848			136
International		2,073			1,083			2,874			(63	)
CMRS		(2,117	)		92			(2,554	)		367
Corporate		(4,890	)		(5,641	)		(9,535	)		(10,093	)
Net income from continuing operations		16,736			16,537			29,662			22,053
Discontinued operations		3,543			(27,648	)		1,543			(28,131	)
Cumulative effect of accounting change		—			—			—			(770	)
Net income (loss)	$	20,279		$	(11,111	)	$	31,205		$	(6,848	)

Three Months Ended September 30, 2004 Compared with the Three Months Ended September 30, 2003

Consolidated Results of Operations

     Consolidated revenues decreased to $103.7 million for the three months ended September 30, 2004 compared with consolidated revenues of $107.7 million for the three months ended September 30, 2003. Consolidated operating income was $27.7 million for the three months ended September 30, 2004 compared with operating income of $29.2 million for the three months ended September 30, 2003. Net income for the three months ended September 30, 2004 was $20.3 million, compared with a net loss of $11.1 million for the three months ended September 30, 2003. Operating results from continuing operations for the three months ended September 30, 2004 include impairment charges of $3.3 million. See Note 7 to the unaudited condensed consolidated financial statements for a discussion of the impairment charges. See Segment Results below for a discussion of the comparative period changes.

     Interest expense decreased by $0.4 million to $0.2 million for the three months ended September 30, 2004 compared with interest expense of $0.6 million for the three months ended September 30, 2003. The decrease is primarily attributable to a refund of interest expense previously paid on the indebtedness related to the Company’s corporate headquarters facility.

     The consolidated provision for income taxes for the three months ended September 30, 2004 of $11.1 million decreased to 39.8% of income from continuing operations before income taxes compared with the consolidated provision for income taxes for the three months ended September 30, 2003 of $12.5 million, or 43.0% of income from continuing operations before income taxes. The Company’s effective tax rate for the three months ended September 30, 2004 was lower than the effective tax rate for the three months ended September 30, 2003 primarily due to a shift in the mix of income to jurisdictions with lower tax rates and due to a decrease in losses which were not eligible for a tax benefit in the prior year.

Continuing Operations - Segment Results

Catalina Marketing Services

     Revenues for Catalina Marketing Services decreased by $5.3 million to $66.1 million for the three months ended September 30, 2004, compared with revenues of $71.4 million for the three months ended September 30, 2003. CMS revenues were affected by the first full quarter impact of the significant pull back from a large manufacturer client. In addition, a decrease of approximately $2.1 million was attributable to a decline in loyalty card revenues primarily due to the sale of the loyalty card business on March 31, 2004. The decline in revenues from these factors was partially offset by an approximate $1.0 million increase from the volume of paid promotions printed, which includes additional volume generated from the sale of a new product during the second quarter of fiscal year 2005.

19

     Operating income for CMS increased by $0.1 million to $31.8 million for the three months ended September 30, 2004, compared with $31.7 million for the three months ended September 30, 2003. Although revenues declined, operating income was relatively unchanged for the second quarter of fiscal year 2005 as compared with the second quarter of fiscal year 2004 primarily due to a $2.2 million reduction in costs allocated from Corporate, lower loyalty card business related costs and lower sales force and executive administrative costs, primarily resulting from lower headcount.

     Net income for Catalina Marketing Services was unchanged at $18.9 million for both the three months ended September 30, 2004 and the three months ended September 30, 2003.

CHR

     Revenues for CHR were relatively unchanged at $19.2 million for the three months ended September 30, 2004 compared with revenues of $19.1 for the three months ended September 30, 2003, as increases from volume and price were offset by the effect of a fiscal year 2004 non-comparable item. Revenues increased by $4.4 million for the three months ended September 30, 2004 as a result of increases in unit volume and the favorable effect of a shift in mix to higher-priced programs, but the decrease was offset primarily by the effect of $4.0 million in revenues deferred from a prior period which were recognized during the three month period ended September 30, 2003.

     Operating income for CHR increased to $4.7 million for the three months ended September 30, 2004, compared with an operating income of $3.6 million for the three months ended September 30, 2003. The increase in operating income was primarily due to reductions in personnel and associated costs, which were the result of the Company’s restructuring efforts at CHR that began during fiscal year 2004 and continued through the second quarter of fiscal year 2005.

     Net income for CHR for the three months ended September 30, 2004 increased to $2.8 million, compared with net income of $2.1 million for the three months ended September 30, 2003, primarily due to the factors affecting operating results discussed above.

International

     Revenues for International increased by $3.3 million to $16.9 million for the three months ended September 30, 2004, compared with revenues of $13.6 million for the three months ended September 30, 2003. The increase in International revenues was primarily due to increased manufacturer promotions printed in Japan and France, increased revenues from retailer promotions and a favorable effect from movements in foreign currency exchange rates.

     International recognized operating income of $4.4 million for the three months ended September 30, 2004, compared with operating income of $2.8 million for the three months ended September 30, 2003. The improvement in operating income was primarily attributable to revenue growth, partially offset by volume-related direct costs, increased sales personnel costs and charges for the disposal of obsolete store equipment.

     Net income for International for the three months ended September 30, 2004 increased to $2.1 million, compared with net income of $1.1 million for the three months ended September 30, 2003, primarily due to the factors affecting operating results, discussed above.

CMRS

     Revenues for CMRS were $1.3 million for the three months ended September 30, 2004, compared with revenues of $3.4 million for the three months ended September 30, 2003. In November 2003, we announced our intent to divest CMRS. Since that announcement, our revenues have declined, primarily due to the resignation of several key sales personnel, whom the Company does not intend to replace.

     Operating loss for CMRS was $3.6 for the three months ended September 30, 2004, compared with operating income of $0.2 million for the three months ended September 30, 2003. The operating loss for the three months ended September 30, 2004 includes an impairment charge of $3.0 million to write off the remaining balance of goodwill and to write down certain long-lived assets to estimated fair value. The goodwill was reduced to $0 based on the

20

Company’s estimate of the fair value of the CMRS business, which was based primarily on quotes from independent third parties. The fair value of long-lived assets, primarily computers, was based on the Company’s estimate of cash inflow from the sale of such assets in the used equipment market, less costs to sell. See Note 7 to the unaudited condensed consolidated financial statements for a discussion of the impairment charge. In addition to the effect of the impairment charge, operating results also declined due to the decrease in revenues, partially offset by decreased personnel costs.

     Primarily due to the factors affecting operating results, discussed above, CMRS recorded a net loss of $2.1 million for the three months ended September 30, 2004 compared with net income of $0.1 million for the three months ended September 30, 2003.

Corporate

     Corporate operating loss increased by $0.7 million for the three months ended September 30, 2004 compared with the three months ended September 30, 2003. Operating costs incurred by Corporate are allocated to the operating segments using methods considered reasonable by management and which provide management with a realistic measure of utilization of corporate services by the respective business segments. Operating costs before allocations incurred by Corporate for the three months ended September 30, 2004 decreased by $0.8 million compared with the three months ended September 30, 2003. However, the percent of operating costs allocated to the business segments was lower for the three months ended September 30, 2004 than the comparable period in the previous year. Accordingly, the Corporate segment reflects increased operating loss for the three months ended September 30, 2004 as compared with the three months ended September 30, 2003. Net loss for Corporate declined $0.7 million for the three months ended September 30, 2004 as compared with the three months ended September 30, 2003 primarily due to lower interest expense and a lower consolidated effective tax rate, which is reflected as a favorable adjustment to Corporate, for the three months ended September 30, 2004.

Discontinued Operations – Segment Results

DMS

     The Company sold DMS on September 17, 2004. As such, the results of operations for the periods in fiscal year 2005 and 2004 are reported net of taxes on one line, Income (loss) from discontinued operations. See further discussion in Note 8 to the unaudited condensed consolidated financial statements in this Form 10-Q. Following is a discussion of the changes in revenues, operating income (loss) and net income (loss) for the quarter ended September 30, 2004 as compared with September 30, 2003. These results are included in Note 8.

     Revenues for DMS decreased by $6.7 million to $4.1 million for the three months ended September 30, 2004, compared with revenues of $10.8 million for the three months ended September 30, 2003. The decrease was primarily attributable to lower sample mailings as a result of a significant decrease in DMS’ sales personnel since the announcement in November 2003 of our intent to divest DMS, and due to fewer operating days in the second quarter of fiscal year 2005 as a result of the sale on September 17, 2004.

     Operating income for DMS was $0.5 million for the three months ended September 30, 2004 compared with operating income of $0.4 million for the three months ended September 30, 2003. Although revenues declined, operating results improved primarily due to a reduction in personnel costs.

     Net income for DMS was $4.0 million for the three months ended September 30, 2004, which includes a gain of $3.6 million, net of a tax provision of $0.2 million, recognized upon the sale of the business unit. Net income for DMS for the three months ended September 30, 2003 was $0.2 million.

Japan Billboard

     The Company sold Japan Billboard on August 31, 2004; however, the transaction was effective as of July 31, 2004. Historically, the Company has recognized the results of Japan Billboard, as well as International, on a three-month lag. For example, the Company’s fiscal year begins April 1^st and ends on the following March 31^st. The fiscal year of Japan Billboard begins on January 1^st and ends on the following December 31^st. As such, the results of the second quarter ended September 30 have historically included the results of Japan Billboard for the three months

21

ended June 30. However, the Company has concluded that the sale of the Japan Billboard in August 2004 should not be deferred for financial reporting. As such, the effect of the sale is included in the results of the second quarter ended September 30, 2004. The accompanying unaudited condensed consolidated statements of operations include the results of Japan Billboard through the month of July 2004. The results of July 2004 were included to eliminate the lag in financial reporting and did not have a significant effect on results of operations for the three and six month periods ended September 30, 2004.

     The results of operations for Japan Billboard for the periods in fiscal year 2005 and 2004 have been reported net of tax as income from discontinued operations. See further discussion in Note 8 to the unaudited condensed consolidated financial statements in this Form 10-Q. Following is a discussion of the changes in revenues, operating income (loss) and net income (loss) for the second quarter of fiscal year 2005 as compared with the second quarter of fiscal year 2004. These results are included in Note 8.

     Revenues for Japan Billboard were relatively unchanged at $3.7 million for the second quarter of fiscal year 2005 compared with $3.6 million for the second quarter of fiscal year 2004.

     Operating loss for Japan Billboard was $0.1 million for the second quarter of fiscal year 2005 compared with an operating loss of $27.8 million for the second quarter of fiscal year 2004. The operating loss for the second quarter of fiscal year 2004 includes an impairment charge of $28.0 million to reduce goodwill. Excluding the impairment charge, operating income at Japan Billboard was $0.2 million for the second quarter of fiscal year 2004. Operating results declined during the second quarter of fiscal year 2005 primarily due to increased costs to dispose of certain billboards.

     Net loss for Japan Billboard was $0.4 million for the second quarter of fiscal year 2005, which includes a loss of $0.4 million, net of a tax benefit of $0, recognized upon the sale of the business unit. Net loss for Japan Billboard for the second quarter of fiscal year 2004 was $27.9 million, which includes the $28.0 million goodwill impairment charge.

Foreign Currency Translation and Its Effect on Revenues

     Consolidated revenues for the second quarter of fiscal year 2005 were $103.7 million, which includes $16.9 million in revenues from foreign operations.

     The local currencies of the countries in which we maintain foreign operations are the euro, British pound sterling and Japanese yen. These currencies strengthened against the United States dollar during the second quarter of fiscal year 2005. Accordingly, revenues in United States dollars for our foreign operations would have been 7.2% lower for the period if translated using the weighted average currency translation rates for the comparable period in fiscal year 2004.

Six Months Ended September 30, 2004 Compared with the Six Months Ended September 30, 2003

Consolidated Results of Operations

     Consolidated revenues increased to $200.5 million for the six months ended September 30, 2004, compared with consolidated revenues of $194.3 million for the six months ended September 30, 2003. Consolidated operating income from continuing operations was $48.2 million for the six months ended September 30, 2004 compared with operating income of $37.7 million for the six months ended September 30, 2003. Net income for the six months ended September 30, 2004 was $31.2 million, compared with a net loss of $6.8 million for the six months ended September 30, 2003. Operating results from continuing operations for the six months ended September 30, 2004 include impairment charges of $3.3 million. See Note 7 to the unaudited condensed consolidated financial statements for a discussion of the impairment charges.

     The consolidated provision for income taxes for the six months ended September 30, 2004 of $18.3 million decreased to 38.1% of income from continuing operations before income taxes, compared with the consolidated provision for income taxes for the six months ended September 30, 2003 of $15.7 million, or 41.6% of income from continuing operations before income taxes. The Company’s effective tax rate for the six months ended September 30, 2004 was lower than the effective tax rate for the six months ended September 30, 2003 primarily due to a shift in the mix of income to jurisdictions with lower tax rates and due to a decrease in losses which were not eligible for a tax benefit in the prior year.

22

Continuing Operations - Segment Results

Catalina Marketing Services

     Revenues for CMS decreased by $1.5 million to $129.5 million for the six months ended September 30, 2004, compared with revenues of $131.0 million for the six months ended September 30, 2003. The decrease was primarily attributable to a $10.3 million decline in revenues from a significant customer and a $2.9 million decline in loyalty card revenues primarily due to the sale of the loyalty card business on March 31, 2004. These declines in revenues were almost completely offset by increased volume of printed promotions.

     Operating income for CMS increased by $5.7 million to $59.0 million for the six months ended September 30, 2004, compared with $53.3 million for the six months ended September 30, 2003. Although revenues declined, operating income improved for the first six months of fiscal year 2005 as compared with the first six months of fiscal year 2004 primarily due to a $4.1 million reduction in costs allocated from Corporate, lower sales force and executive administrative costs, primarily resulting from lower headcount, and lower loyalty card business related costs.

     Net income for CMS increased by $3.3 million to $35.0 million for the six months ended September 30, 2004, compared with a net income of $31.7 million for the six months ended September 30, 2003. This increase in net income was primarily due to the factors affecting operating income, discussed above.

CHR

     Revenues for CHR increased $3.4 million to $37.0 million for the six months ended September 30, 2004, compared with revenues of $33.6 million for the six months ended September 30, 2003. Revenues increased by $9.3 million for the six months ended September 30, 2004 primarily as a result of a shift in the mix of programs sold to higher-priced programs, partially offset by the effect of $5.0 million of previously deferred revenues recognized during the comparable six month period ended September 30, 2003.

     Operating income for CHR increased to $6.5 million for the six months ended September 30, 2004, compared with $0.2 million for the six months ended September 30, 2003. The improvement in operating results was primarily due to increased revenues, lower retailer fees and lower administrative personnel and associated costs, partially offset by increased sales commission expenses. In addition, the prior year’s results included higher costs for relocation and severance related to the restructuring at CHR.

     Net income for CHR for the six months ended September 30, 2004 increased to $3.9 million, compared with net income of $0.1 million for the six months ended September 30, 2003, primarily due to the factors affecting operating income discussed above.

International

     Revenues for International increased by $8.4 million to $31.1 million for the six months ended September 30, 2004, compared with revenues of $22.7 million for the six months ended September 30, 2003. The increase in International revenues is primarily due to growth in France, Japan and the U.K. and the favorable effect of foreign currency movements.

     Operating income for International was $7.2 million for the six months ended September 30, 2004, compared with operating income of $2.3 million for the six months ended September 30, 2003. The improvement was primarily attributable to revenue growth, partially offset by increased volume-related direct costs, increased sales personnel costs and charges for the disposal of obsolete store equipment.

     Net income for International for the six months ended September 30, 2004 was $2.9 million, compared with a net loss of $0.1 million for the six months ended September 30, 2003. The change in net income was primarily due to the factors affecting operating results, discussed above.

CMRS

23

     Revenues for CMRS were $2.7 million for the six months ended September 30, 2004, compared with revenues of $7.1 million for the six months ended September 30, 2003. In November 2003, we announced our intent to divest CMRS. Since that announcement, our revenues have declined, primarily due to the resignation of several key sales personnel, whom the Company does not plan to replace.

     Operating loss for CMRS was $4.3 million for the six months ended September 30, 2004, compared with operating income of $0.6 million for the six months ended September 30, 2003. Net loss for CMRS was $2.6 million for the six months ended September 30, 2004, compared with net income of $0.4 million for the six months ended September 30, 2003. Operating results declined due to the factors discussed above for the second quarter results.

Corporate

     Corporate operating loss increased by $1.4 million for the six months ended September 30, 2004 compared with the six months ended September 30, 2003. Operating costs incurred by Corporate are allocated to the operating segments using methods considered reasonable by management and which provide management with a realistic measure of utilization of corporate services by the respective business segments. Operating costs before allocations incurred by Corporate for the six months ended September 30, 2004 decreased by $1.1 million compared with the six months ended September 30, 2003. However, the percent of operating costs allocated to the business segments was lower for the six months ended September 30, 2004 than the comparable period in the previous year. Although operating loss increased, net loss for Corporate decreased by $0.6 million for the six months ended September 30, 2004 compared with the six months ended September 30, 2003, primarily due to lower interest expense and a lower consolidated effective tax rate, which is reflected as a favorable adjustment to Corporate, for the six months ended September 30, 2004.

Discontinued Operations – Segment Results

DMS

     The Company sold DMS on September 17, 2004. See further discussion in Note 8 to the unaudited condensed consolidated financial statements in this Form 10-Q. Following is a discussion of the changes in revenues, operating income (loss) and net income (loss) for the six months ended September 30, 2004 as compared with the six months ended September 30, 2003. These results are included in Note 8.

     Revenues for DMS decreased by $12.7 million to $10.0 million for the six months ended September 30, 2004, compared with revenues of $22.7 million for the six months ended September 30, 2003. The decrease was primarily attributable to lower sample mailings as a result of a significant decrease in DMS’ sales personnel since the announcement in November 2003 of our intent to divest DMS and, to a lesser degree, due to fewer operating days in the first six months of fiscal year 2005 as a result of the sale on September 17, 2004.

     Operating loss for DMS was $1.4 million for the six months ended September 30, 2004 compared with operating income of $0.2 million for the six months ended September 30, 2003. The decline in operating results was primarily due to the decrease in revenues, partially offset by lower direct operating and personnel costs. In addition, the results of the first quarter of fiscal year 2005 include an impairment charge of $1.6 million to reduce goodwill associated with DMS to estimated fair value.

     Net income for DMS was $2.1 million for the six months ended September 30, 2004, which includes a gain of $3.6 million, net of a tax provision of $0.2 million, recognized upon the sale of the business unit. Net income for DMS for the six months ended September 30, 2003 was $0.1 million.

Japan Billboard

     The Company sold Japan Billboard on August 31, 2004; however, the transaction was effective as of July 31, 2004. The results of operations for the periods in fiscal years 2005 and 2004 have been reported net of tax as Income (loss) from discontinued operations. See further discussion in Note 8 to the unaudited condensed consolidated financial statements in this Form 10-Q. Following is a discussion of the changes in revenues, operating income (loss)

24

and net income (loss) for the first six months of fiscal year 2005 as compared with the first six months of fiscal year 2004. These results are included in Note 8.

     Revenues for Japan Billboard were $6.7 million for the first six months of fiscal year 2005 compared with $7.3 million for the first six months of fiscal year 2004. Revenues at this business unit continued to decline as a result of the effect of the Voluntary Global Tobacco Marketing Initiative; see our Annual Report on Form 10-K for the fiscal year ended March 31, 2004 for a more detailed description of the initiative.

     Operating loss for Japan Billboard was $0.2 million for the first six months of fiscal year 2005 compared with an operating loss of $28.1 million for the first six months of fiscal year 2004. The operating loss for the first six months of fiscal year 2004 includes an impairment charge of $28.0 million to reduce goodwill. Excluding the impairment charge, operating loss for Japan Billboard was $0.1 million for the first six months fiscal year 2004. Operating results declined somewhat during the first six months of fiscal year 2005 primarily due to the reduction in revenues, partially offset by direct costs.

     Net loss for Japan Billboard was $0.6 million for the first six months of fiscal year 2005, which includes a loss of $0.4 million, net of a tax benefit of $0, recognized upon the sale of the business unit. Net loss for Japan Billboard for the first six months of fiscal year 2004 was $28.2 million, which includes the $28.0 million goodwill impairment charge.

Foreign Currency Translation and Its Effect on Revenues

     Consolidated revenues for the six months ended September 30, 2004 were $200.5 million, which includes $31.1 million in revenues from foreign operations.

     The local currencies of the countries in which we maintain foreign operations are the euro, British pound sterling and Japanese yen. These currencies strengthened against the United States dollar during the six months ended September 30, 2004. Accordingly, revenues in United States dollars for our foreign operations would have been 10.2% lower for the period if translated using the weighted average currency translation rates for the comparable period in fiscal year 2004.

Liquidity and Capital Resources

     Our primary sources of liquidity have been cash flows generated from operations, a credit agreement with a syndicate of commercial banks with a revolving loan credit facility, various credit agreements and installment loans payable entered into by our Japan subsidiaries and the indebtedness under a lease arrangement in the amount of $29.6 million. On August 27, 2004, we entered into a new credit agreement with a syndicate of commercial banks (the “August 2004 Credit Facility” or “Credit Facility”), which was used to repay certain amounts outstanding under credit agreements entered into by our Japan subsidiaries and to purchase our headquarters building. See “Other Sources of Liquidity” for further details.

     Our primary liquidity requirements are to fund working capital, capital expenditures in the ordinary course of business and the repayment of debt and lease obligations. Cash flows from operations for the six months ended September 30, 2004 and through the current date were sufficient to meet our liquidity needs. We believe that cash flows generated from operations, along with existing credit facilities, will be sufficient to meet our projected cash requirements for at least the next twelve months.

     Our long-term debt primarily consists of amounts due under the new August 2004 Credit Facility, discussed below. We will continue to invest in sales and marketing, in our Catalina Marketing Network® and in other support technology and enhanced systems of reporting and controls. We believe that our ability to generate sufficient amounts of cash gives us the opportunity to invest in our business as we believe is necessary for items such as research and development, development and expansion of markets, investments, acquisitions, share repurchases, legal risks and challenges to our business model. Our existing cash and cash equivalents, combined with cash generated from operations and available borrowings under our Credit Facility, should be sufficient to fund our operating activities as well as other opportunities for the short term and over our forecasted long-range plan of three years. If during that period or thereafter we are not successful in generating sufficient cash flows from operations, raising additional capital when required, or being able to borrow in sufficient amounts, our business could suffer.

25

Cash Flow Analysis

     Net cash provided by operating activities was $42.5 million for the six months ended September 30, 2004 compared with $54.4 million for the six months ended September 30, 2003. The decrease in net cash provided by operating activities for the six months ended September 30, 2004 is primarily due to an increase in net income, entirely offset by a use of cash for working capital. This use of cash for working capital for the first half of fiscal year 2005 was primarily related to an increase in accounts receivable and a decrease in accrued expenses. Accounts receivable increased primarily due to the timing of customer billings and collections. Accrued expenses decreased primarily due to the timing of payroll-related payments, including sales commissions, and a decrease in accrued professional fees. Following is a summary of the cash flows from operating activities for the six months ended September 30, 2004 and 2003 (in thousands):

	Six Months Ended September 30,
	2004			2003
Cash Flows from Operating Activities:
Net income (loss)	$	31,205		$	(6,848	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation, amortization and impairment charge		28,189			51,473
Other non-cash items		486			2,654
Changes in operating assets and liabilities:
Accounts receivable		(5,530	)		12,475
Inventory, prepaid expenses and other assets		(1,470	)		(476	)
Accounts payable		(2,009	)		(5,321	)
Taxes payable		6,830			(1,205	)
Accrued expenses		(13,532	)		(4,761	)
Deferred revenue		(1,699	)		6,450
	$	42,470		$	54,441

     Net cash used in investing activities decreased to $2.1 million for the six months ended September 30, 2004 compared with $39.0 million for the six months ended September 30, 2003. Cash used in investing activities for the six months ended September 30, 2003 includes $22.9 million of an additional purchase price payment pursuant to an earnout provision established in prior years related to Japan Billboard. No similar payment was made in fiscal year 2005. In addition, capital expenditures have declined from $16.1 million for the six months ended September 30, 2003 to $6.2 million for the six months ended September 30, 2004. Capital expenditure levels vary during the year depending upon the timing and size of contracts entered into with retailers and the scheduling of store installations. Investing activities for the six months ended September 30, 2004 also includes cash inflow of $5.0 million for the sale of DMS on September 17, 2004.

     Net cash used in financing activities was $15.6 million for the six months ended September 30, 2004 compared with $7.2 million used in financing activities during the six months ended September 30, 2003. Cash used in financing activities for the six months ended September 30, 2004 included a cash dividend of $0.30 per share on common stock for a total payment of $15.6 million and a net repayment of debt of $0.2 million During the six months ended September 30, 2003, the Company repurchased common stock for $13.3 million. Net bank borrowings for the same period were $5.2 million.

     Cash and cash equivalents increased by $24.6 million to $97.3 million for the six months ended September 30, 2004.

Other Sources of Liquidity

     In addition to our cash flows generated from operations, bank borrowings provide additional sources of liquidity.

26

     The August 2004 Credit Facility. On August 27, 2004, the Company entered into a new, five-year revolving credit facility with a group of lenders, led by Bank One, NA, as Agent (the “August 2004 Credit Facility” or the “Credit Facility”). The Credit Facility provides available borrowings of up to $125.0 million, but has a feature that allows the Company to increase the revolving credit line to up to $175.0 million, under certain conditions. The Credit Facility also provides, within the maximum commitment, up to the U.S. dollar equivalent of $50.0 million in available borrowings in Japanese Yen by Catalina Marketing Japan K.K., $25.0 million for U.S. dollar-only commercial and standby letters of credit, and a maximum U.S. dollar-only “Swing Line” (i.e., an overnight facility), as that term is defined in the agreement, of $10.0 million. The Credit Facility is to be used for general corporate purposes including, but not limited to, refinancing of existing indebtedness, share repurchases, capital expenditures and acquisitions, as such terms are defined in the Credit Facility.

     The interest rate on advances under the Credit Facility is based on (a) the greater of the Prime Rate or the Federal Funds Effective Rate plus one-half percent or, (b) the Eurocurrency Base Rate, as those terms are defined in the Credit Facility. A percentage margin, ranging from 0.625% to 1.125% and determined based upon the Company’s Leverage Ratio, as that ratio is defined in the Credit Facility, is added to the Eurocurrency Base Rate.

     The Company will pay a quarterly commitment fee ranging from 0.15% to 0.25% of the unused portion of the Credit Facility and determined based upon the Company’s Leverage Ratio, as that ratio is defined in the Credit Facility. Usual and customary fees are payable for letters of credit that are issued under the agreement. The Company may, at its option, reduce the maximum commitment amount of the Credit Facility and generally may prepay any amounts outstanding without penalty. The Credit Facility is unsecured, with a negative pledge on all material assets, and is guaranteed by all material U.S. subsidiaries of the Company.

     Financing fees paid through September 30, 2004 in conjunction with the August 2004 Credit Facility were $0.6 million. These fees will be amortized as interest expense over the term of the Credit Facility.

     In accordance with the terms of the Credit Facility, the Company provides customary, ongoing representations, warranties and covenants, and is subject to quarterly financial covenant compliance. These representations, warranties and covenants include timely submission of financial statements, compliance with income tax, pension and other laws, limitations on liens and incurrence of debt, investments, mergers, consolidations and sales of assets, and limitations on transactions with affiliates. Financial compliance covenants include Interest Expense Coverage and Leverage Ratios, as those terms are defined in the agreement. Events of default under the Credit Facility include, but are not limited to, failure to make payments of principal, interest or fees within the applicable cure period, violation of covenants, or a change in control of the Company.

     The Company repaid certain short-term amounts outstanding under the Amended Japan Agreement with proceeds from the August 2004 Credit Facility on the date the agreement was executed. The total amount borrowed for payment on the Amended Japan Agreement was approximately $31.8 million.

     In addition, on August 25, 2004, the Company purchased its corporate headquarters facility located in St. Petersburg, Florida and terminated the related lease financing agreement that it had entered into in 1999. The purchase price of the building was $30.5 million and was paid by the Company in cash. The Company borrowed $30.0 million on the Credit Facility on September 1, 2004, and used the proceeds to replenish the cash used to purchase the building.

     The total amount outstanding under the August 2004 Credit Facility as of September 30, 2004 was $61.8 million.

     The Corporate Facility (the “Prior Facility”). The August 2004 Credit Facility replaced the Company’s previously existing $30.0 million revolving line of credit, or the Prior Facility. The balance outstanding under the Prior Facility as of September 30, 2003 was $11.0 million. Please refer to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2004 for a discussion of the significant terms of the Prior Facility, including information regarding the extensions of the expiration date and financing fees paid in conjunction with the extensions. The Prior Facility was repaid in full on November 25, 2003 and no additional amounts were borrowed from that date through the date it was replaced by the August 2004 Credit Facility.

27

     We believe that cash generated from operations under economic conditions similar to those currently existing and amounts available under the August 2004 Credit Facility will be sufficient to meet our liquidity requirements. However, we cannot assure you that our cash generated from operations or the proceeds from the new Credit Facility will provide sufficient cash to fund our operations if unfavorable economic or other events occur that affect us. See our Annual Report on Form 10-K for our fiscal year ended March 31, 2004 for a discussion of risk factors relating to our business.

     The Japan Credit Facilities. The Japan Credit Facilities consisted of various credit agreements entered into by our Japan subsidiary and included the Amended Japan Agreement, which provided for a revolving credit facility up to 1.5 billion yen and a term credit facility of up to 2.0 billion yen. The Amended Japan Agreement was replaced in conjunction with the August 2004 Credit Facility. The Japan Credit Facilities also included installment loans, certain amounts of which were repaid in connection with the sale of the Japan Billboard business. Please refer to the Company’s Annual Report on form 10-K for fiscal year ended March 31, 2004 for a discussion of the significant changes to the Japan Credit Facilities during fiscal year 2004.

     The Lease Agreement. The lease agreement governed the $29.6 million of indebtedness related to our corporate headquarters, in St. Petersburg, Florida, and was guaranteed by a lien on the building. The initial lease term was set to expire in October 2005. The facility was purchased for $30.5 million on August 25, 2004, and, as a result, the lease was terminated.

     Our unaudited condensed consolidated balance sheet as of March 31, 2004 includes the accounts of the variable interest entity which owned our headquarters facility in St. Petersburg, Florida, on that date.

Capital Requirements

     Our Annual Report on Form 10-K for the fiscal year ended March 31, 2004, included the following table, which presents the summary of our contractual cash obligations and commitments as of March 31, 2004. Refer to the Form 10-K for a description of each of the obligations:

			Payments Due by Period
					Between		Between
			Before		April 1, 2005		April 1, 2007		After
	Total		March 31, 2005		and March 31, 2007		and March 31, 2009		March 31, 2009
Short-term borrowings	$	37,778	$	37,778	$	—	$	—	$	—
Long-term debt		31,411		949		30,462		—		—
Postretirement medical benefit costs		1,270		89		216		258		707
Operating leases		23,837		5,147		8,714		6,840		3,136
Purchase obligations for in-store equipment		16,552		5,578		8,496		2,478		—
Total	$	110,848	$	49,541	$	47,888	$	9,576	$	3,843

     The following table presents our contractual obligations as of September 30, 2004, and reflects the effect of the amounts borrowed under the August 2004 Credit Facility for the repayment of certain short-term amounts due under the Japan Credit Facilities and the financing of the purchase of our headquarters facility, revised amounts due for operating leases, and revised amounts due under purchase obligations for in-store equipment.

			Payments Due by Period
	Sept 30,				Between		Between
	2004		Before		April 1, 2005		April 1, 2007		After
	Total		March 31, 2005		and March 31, 2007		and March 31, 2009		March 31, 2009
Short-term borrowings	$	2,863	$	2,863	$	—	$	—	$	—
Long-term debt		67,130		606		1,817		1,817		62,890
Postretirement medical benefit costs		1,270		89		216		258		707
Operating leases		19,155		2,374		8,189		6,078		2,514
CHR tender offer		3,497		3,497		—		—		—
Purchase obligations for in-store equipment		14,694		2,383		9,531		2,780		—
Total	$	108,609	$	11,812	$	19,753	$	10,933	$	66,111

28

     On September 1, 2004, the Company announced that the Board of Directors declared an annual cash dividend to common stockholders of $0.30 per share. The dividend liability was funded on September 30, 2004 for payment to stockholders on October 1, 2004, and resulted in a use of cash of approximately $15.6 million.

     On September 15, 2004, the Company notified holders of common stock and options to purchase common stock of Catalina Health Resource, (“CHR”), a subsidiary in which the Company owns approximately 95% of the outstanding shares, that it will make a tender offer to purchase the shares of CHR not held by the Company. The tender offer period will begin on January 3, 2005 and close on March 31, 2005. Payment for shares tendered under the offer will be made on or before April 15, 2005. Generally, CHR stockholders that have owned their shares for a period of at least six months and one day prior to the day the shares are purchased by the Company are eligible to tender their shares under this offer. The Company has determined that it will pay $12.50 per share for those shares tendered in accordance with the terms of the offer. There were 279,786 shares of CHR outstanding as of September 30, 2004. Accordingly, the Company estimates a maximum cash outflow of $3.5 million will be paid to CHR stockholders during the period from January 3, 2005 through April 15, 2005.

     Also on September 1, 2004, the Company announced that its Board of Directors authorized $100.0 million of funds to be available for the repurchase of the Company’s common stock. This authorization replaces the $44.0 million unused portion of the previous $100.0 million common stock repurchase program authorized by the Board of Directors in July 2002. The Company last purchased shares in June 2003. Subsequent to June 2003, the Company was precluded from stock repurchases under the terms of its Prior Facility. The Prior Facility was replaced on August 27, 2004, and the Credit Facility no longer restricts the Company from repurchases of its common stock. The Company intends to use cash flows from operations and funds available under the August 2004 Credit Facility to finance repurchases of its common stock. There were no repurchases of Company common stock during the six months ended September 30, 2004.

     Capital Expenditures. The Company’s primary capital expenditures are for store equipment and third-party store installation and upgrade costs, as well as data processing equipment for the Company’s central data processing facilities. Total store equipment and third-party store installation costs for the Catalina Marketing Network^® typically range from $3,000 to $13,000 per store. The pace of installations varies depending on the timing of contracts entered into with retailers and the scheduling of store installations by mutual agreement. We typically finance our capital expenditures for in-store equipment with cash generated from operations. Because in-store installations do not follow a pattern that necessarily coincides with our operating cash flows, we may finance our capital expenditures for this equipment with proceeds from our August 2004 Credit Facility.

     Business Acquisition Payments. In May 2003, the Company, through one of its wholly owned subsidiaries, exercised the call option provided in the Japan Billboard purchase agreement to acquire the remaining 49% ownership of Japan Billboard from the minority interest holders. The exercise of this call option resulted in a net cash payment of $22.9 million in July 2003, based on foreign exchange rates at the payment date.

     Contingent Earnout Payment. In 1999, the Company, through one of its wholly owned subsidiaries, executed a final deferred contingency earnout agreement, as amended in November 2003, with the former minority partners of the Catalina Marketing Japan coupon business. The agreement stipulates a potential earn out payment based on a predetermined formula over the applicable four consecutive quarters of earnings during a time period ending between 2006 and 2007. We are not able to estimate the amount of this contingent payment which is based on future earnings; however, the ultimate amount of this payment, if any, could be material.

Sales Tax Assessment

     A sales and use tax audit for the period January 1, 1991 to June 30, 1993 was conducted by a state taxing authority resulting in an assessment of sales tax on the Company’s revenue generated from its electronic marketing delivery service conducted within that state. We subsequently appealed this assessment to the relevant state tax tribunal. The tax tribunal held that our electronic marketing delivery activities were taxable in their entirety. In March 2002, the state’s intermediate court of appeals affirmed the decision of the tax tribunal. We appealed the case to the

29

state’s supreme court and, in May 2004, the state’s supreme court vacated the prior decision, remanded the case back to the tax tribunal and directed the tax tribunal to apply a different legal test. In July 2004, the state’s tax tribunal ruled in favor of the Company. In October 2004, the state’s supreme court affirmed the decision of the tax tribunal. As a result, the Company will reverse a liability related to the sales tax assessment of approximately $4.4 million, which is the amount recognized in prior periods, into income during the third quarter of fiscal year 2005.

Critical Accounting Estimates

     Please refer to the discussion of the Company’s Critical Accounting Estimates as disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2004.

30

Forward Looking Statements

     Certain information included in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains forward-looking statements made in reliance upon the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements may be identified by the use of words, such as “anticipate,” “estimates,” “should,” “expect,” “guidance,” “project,” “intend,” “plan,” “believe” and other words and terms of similar meaning, in connection with any discussion of the Company’s future business, results of operations, liquidity and operating or financial performance. Such forward-looking statements involve significant material known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These risk factors should be considered in connection with any written or oral forward-looking statement that we or any person acting on our behalf may issue in this document or otherwise, now or in the future.

     We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. We cannot assure you that any future results, performance or achievements will be achieved. For a discussion of certain of these risks, uncertainties and other factors, see “Risk Factors” and Part I—“Special Note Regarding Forward-Looking Statements” included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2004. Further, certain information contained in this document is a reflection of our intention as of the date of this filing and is based upon, among other things, the existing regulatory environment, industry conditions, market conditions and prices, the economy in general and our assumptions as of such date. We may change our intentions based upon any changes in such factors, in our assumptions or otherwise.

Item 3. Quantitative and Qualitative Disclosure About Market Risk

     The Company’s principal market risks are interest rates on various debt instruments and foreign exchange rates at the Company’s international subsidiaries. Please refer to the discussion of the Company’s Quantitative and Qualitative Disclosure About Market Risk as disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2004. There have been no material changes to the Company’s market risk exposure since March 31, 2004.

Item 4. Controls and Procedures

     Disclosure controls and procedures. An evaluation was carried out under the supervision and with the participation of the Company’s management, including the Principal Executive Officer and the Principal Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this report. Based on that evaluation, these officers have concluded that the Company’s disclosure controls and procedures are effective.

     Changes in internal control over financial reporting. During the fiscal quarter to which this report relates, there have been no changes in the Company’s internal control over financial reporting or in other factors that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

     Compliance with Section 404 of the Sarbanes-Oxley Act of 2002. We are evaluating our internal controls systems in order to allow management to report on the effectiveness of our internal control over financial reporting and our registered independent public accounting firm to attest to such report, as required by Section 404 of the Sarbanes-Oxley Act. We are performing the system and process evaluation and testing (and implementing any necessary remediation) required in an effort to comply with the management report and public accounting firm attestation requirements and continue to incur additional expenses and devote significant management time towards completing actions required for management’s evaluation. The evaluation and attestation processes required by Section 404 are new and neither public companies nor public accounting firms have significant experience in testing or complying with these requirements.

     While we have developed and are implementing plans to fully implement the requirements relating to internal controls and all other aspects of Section 404 in a timely fashion, we cannot be certain as to the timing of completion of our evaluation, testing and remediation actions or the impact of the same on our operations since, like

31

other public companies, we and our registered independent public accounting firm are undergoing the process for the first time in a regulatory environment where the standards to assess adequacy of compliance are under development. We cannot assure you that there may not be significant deficiencies or material weaknesses that would be required to be reported as a result of the process.

     We have also been advised by our registered independent public accounting firm that if management is unable to timely complete actions required for management’s evaluation according to reasonable timetable, it may not be able to complete its assessment of our internal control over financial reporting and attest to management’s report, which development may subject us to regulatory investigations and sanctions and lead to a loss of confidence is our internal control over financial reporting. Any such action could adversely affect our financial results and the market price of our common stock.

Part II - Other Information

Item 1. Legal Proceedings

     In May 2002, the Company was sued by Expanse Networks, Inc. (“Expanse”) for patent infringement in the United States District Court for the Eastern District of Pennsylvania. Expanse alleged that the Company infringed two Expanse patents directed to certain specific computer implemented methods for mathematically processing consumer purchase history data to generate and then use a consumer profile. This matter was settled in October 2004 with no material adverse effect on the financial condition or results of operations of the Company.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

     (c) Issuer Repurchases of Equity Securities.

The following table sets forth information relating to the Company’s purchase of its equity securities during the three months ended September 30, 2004:

	(a)		(b)	(c)	(d)
					Maximum Number (or
				Total Number of	approximate Dollar
				Shares (or Units)	Value) of Shares
				Purchased as Part	(or Units) that May
	Total Number of		Average Price Paid	of Publicly	Yet Be Purchased
	Shares (or Units)		per Share	Announced Plans or	Under the Plans or
Period (Month of)	Purchased		(or Unit)	Programs	Programs(1)
					(in thousands)
Fiscal 2005
July 2004		—	NA	NA	$	43,993
August 2004		—	NA	NA	$	43,993
September 2004		—	NA	NA	$	100,000

     ⁽¹⁾ In July 2001, we publicly announced authorization from the Company’s Board of Directors to repurchase up to $75.0 million of the Company’s outstanding common stock. In July 2002, we announced that our Board of Directors had authorized $100.0 million for the repurchase of the Company’s outstanding common stock, which amount included $14.3 million remaining from the Board of Directors’ prior authorization in July 2001 and an additional authorization of $85.7 million. On September 1, 2004, the Company announced that its Board of Directors authorized $100.0 million of funds to be available for the repurchase of the Company’s common stock. This authorization replaces the $44.0 million unused portion of the previous $100.0 million common stock repurchase program authorized by the Board of Directors in July 2002. The Company last purchased shares in June 2003. Subsequent to June 2003, the Company was precluded from stock repurchases under the terms of its previous bank credit facility until that facility was replaced on August 27, 2004 with the August 2004 Credit Facility, after which time the Company was no longer restricted from repurchases of its common stock pursuant to the terms of the Credit Facility. The Company intends to use cash flows from operations and funds available under the August 2004 Credit Facility to finance repurchases of its common stock. There were no repurchases of Company common stock during the six months ended September 30, 2004.

32

Item 4. Submission of Matters to a Vote of Security Holders

(a) The Company held its annual meeting of shareholders on August 19, 2004.

(b) The following directors were elected at the annual meeting:

Peter T. Tattle
Edward S. (Ned) Dunn, Jr.
Eugene P. Beard

The name of each other director whose term of office as a director continued after the meeting is as follows:

Frederick W. Beinecke
L. Dick Buell
Evelyn V. Follit

(c) Shareholders voted at the annual meeting, either in person or by proxy, on the five proposals presented in the Company’s definitive proxy statement. The results of the votes follow:

     Proposal One: Election of two Class I and one Class III directors -

Nominee	Class	Votes For		Votes Withheld
Peter T. Tattle	I		47,893,839		541,275
Edward S. (Ned) Dunn, Jr.	I		47,792,540		642,574
Eugene P. Beard	III		47,916,433		518,681

     Proposal Two: Approve an amendment to the Company’s 1999 Stock Award Plan to provide for the award of restricted stock and performance units to employees, directors and consultants of the Company -

For	Against	Abstain	Broker Non-votes
39,402,846	2,306,707	726,710	5,998,851

     Proposal Three: Approve an amendment to the 1999 Stock Award Plan, which will permit the Company to grant options to the employees of non-corporate subsidiaries of the Company in addition to corporate subsidiaries -

For	Against	Abstain	Broker Non-votes
40,345,687	1,781,463	309,113	5,998,851

     Proposal Four: Approve the adoption of the Company’s 2004 Employee Payroll Deduction Purchase Plan -

For	Against	Abstain	Broker Non-votes
41,938,599	197,582	300,082	5,998,851

     Proposal Five: Ratify and approve the Company’s independent registered certified public accounting firm, PricewaterhouseCoopers LLP, for fiscal year 2005 -

For	Against	Abstain	Broker Non-votes
48,352,179	51,536	31,399	—

Item 6. Exhibits

(a) Exhibits. See Exhibit index on page 35 of this Quarterly Report on Form 10-Q

33

CATALINA MARKETING CORPORATION

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, Registrant’s principal financial officer, thereunto duly authorized.

November 9, 2004	CATALINA MARKETING CORPORATION
	(Registrant)
	/s/ Christopher W. Wolf
	Christopher W. Wolf Executive Vice President and Chief Financial Officer (Authorized officer of Registrant and principal financial officer)

34

Exhibit
No.	Description of Exhibit
10.1	Credit Agreement with Bank One
10.2	Property Purchase and Termination Agreement
10.3	The Amended and Restated 1999 Stock Award Plan. Incorporated by reference to Appendix I to our Notice of Annual Meeting filed on Schedule 14a with the Securities and Exchange Commission on July 23, 2004.
10.4	The 2004 Employee Payroll Deduction Stock Purchase Plan. Incorporated by reference to Appendix II to our Notice of Annual Meeting filed on Schedule 14a with the Securities and Exchange Commission on July 23, 2004.
31.1	Certification of Chief Executive Officer Pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer Pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

35

EX-10.1

                                                                    EXHIBIT 10.1

                                                                  EXECUTION COPY

================================================================================

                                CREDIT AGREEMENT

                          Dated as of August 27, 2004

                                     among

                        CATALINA MARKETING CORPORATION,
                            as the Domestic Borrower,

                         CATALINA MARKETING JAPAN, K.K.,
                            as the Japanese Borrower,

                       THE INSTITUTIONS FROM TIME TO TIME
                           PARTIES HERETO AS LENDERS,

                                       and

                                  BANK ONE, NA,
                             as Administrative Agent

================================================================================

                          J.P. MORGAN SECURITIES INC.,
                      as Lead Arranger and Sole Bookrunner

================================================================================



                                TABLE OF CONTENTS



SECTION                                                                                    PAGE
- -------                                                                                    ----
                                                                                        
ARTICLE I:    DEFINITIONS..............................................................      1
      1.1     Certain Defined Terms....................................................      1
      1.2     References...............................................................     22
      1.3     Joint and Several Liability for Obligations of the Japanese Borrower;
              No Liability of Japanese Borrower for Obligations of the Domestic
              Borrower.................................................................     22

ARTICLE II:   THE REVOLVING LOAN FACILITY..............................................     22
      2.1     Revolving Loans..........................................................     22
      2.2     Swing Line Loans.........................................................     23
      2.3     Rate Options for all Advances; Maximum Interest Periods..................     25
      2.4     Optional Payments; Mandatory Prepayments.................................     25
      2.5     Increases and Reduction of Revolving Loan Commitments....................     26
      2.6     Method of Borrowing......................................................     29
      2.7     Method of Selecting Types, Currency and Interest Periods for
              Advances.................................................................     29
      2.8     Minimum Amount of Each Advance...........................................     30
      2.9     Method of Selecting Types, Currency and Interest Periods for
              Conversion and Continuation of Advances..................................     30
      2.10    Default Rate.............................................................     31
      2.11    Method of Payment........................................................     31
      2.12    Evidence of Debt.........................................................     32
      2.13    Telephonic Notices.......................................................     33
      2.14    Promise to Pay; Interest and Commitment Fees; Interest Payment
              Dates; Interest and Fee Basis; Loan and Control Accounts.................     33
      2.15    Notification of Advances, Interest Rates, Prepayments and Aggregate
              Revolving Loan Commitment Reductions.....................................     35
      2.16    Lending Installations....................................................     35
      2.17    Non-Receipt of Funds by the Administrative Agent.........................     35
      2.18    Termination Date.........................................................     36
      2.19    Replacement of Certain Lenders...........................................     37
      2.20    Judgment Currency........................................................     37
      2.21    Market Disruption; Denomination of Amounts in Dollars; Dollar
              Equivalent of Reimbursement Obligations..................................     38

ARTICLE III:  THE LETTER OF CREDIT FACILITY............................................     39
      3.1     Obligation to Issue Letters of Credit....................................     39
      3.2     Types and Amounts. The Issuing Bank shall not have any obligation to
              and the Issuing Bank shall not:..........................................     39
      3.3     Conditions...............................................................     39
      3.4     Procedure for Issuance of Letters of Credit..............................     40
      3.5     Letter of Credit Participation...........................................     40


                                        i



                                                                                         
      3.6     Reimbursement Obligation.................................................     41
      3.7     Letter of Credit Fees....................................................     41
      3.8     Reporting Requirements...................................................     41
      3.9     Indemnification; Exoneration.............................................     42
      3.10    Cash Collateral..........................................................     43

ARTICLE IV:   YIELD PROTECTION; TAXES..................................................     43
      4.1     Yield Protection.........................................................     43
      4.2     Changes in Capital Adequacy Regulations..................................     44
      4.3     Availability of Types of Advances........................................     44
      4.4     Funding Indemnification..................................................     45
      4.5     Taxes....................................................................     45
      4.6     Lender Statements; Survival of Indemnity.................................     49
      4.7     Limitation of Japanese Borrower Liability................................     49
      4.8     Non-U.S. Reserve Costs or Fees...........................................     50

ARTICLE V:    CONDITIONS PRECEDENT.....................................................     50
      5.1     Initial Advances and Letters of Credit...................................     50
      5.2     Each Advance and Letter of Credit........................................     51
      5.3     Condition Subsequent.....................................................     51

ARTICLE VI:   REPRESENTATIONS AND WARRANTIES...........................................     52
      6.1     Organization; Corporate Powers...........................................     52
      6.2     Authority................................................................     52
      6.3     No Conflict; Governmental Consents.......................................     53
      6.4     Financial Statements.....................................................     53
      6.5     No Material Adverse Change...............................................     53
      6.6     Taxes....................................................................     54
      6.7     Litigation; Loss Contingencies and Violations............................     54
      6.8     Subsidiaries.............................................................     54
      6.9     ERISA....................................................................     55
      6.10    Accuracy of Information..................................................     56
      6.11    Securities Activities....................................................     57
      6.12    Material Agreements......................................................     57
      6.13    Compliance with Laws.....................................................     57
      6.14    Assets and Properties....................................................     57
      6.15    Statutory Indebtedness Restrictions......................................     57
      6.16    Insurance................................................................     57
      6.17    Labor Matters............................................................     57
      6.18    Environmental Matters....................................................     58
      6.19    Benefits.................................................................     58
      6.20    Foreign Employee Benefit Matters.........................................     58

ARTICLE VII:  COVENANTS................................................................     59
      7.1     Reporting................................................................     59
      7.2     Affirmative Covenants....................................................     64
      7.3     Negative Covenants.......................................................     67



                                       ii



                                                                                         
      7.4     Financial Covenants......................................................     73

ARTICLE VIII: DEFAULTS.................................................................     74
      8.1     Defaults.................................................................     74

ARTICLE IX:   ACCELERATION, DEFAULTING LENDERS; WAIVERS,
                AMENDMENTS AND REMEDIES................................................     77
      9.1     Termination of Revolving Loan Commitments; Acceleration..................     77
      9.2     Defaulting Lender........................................................     77
      9.3     Amendments...............................................................     78
      9.4     Preservation of Rights...................................................     79

ARTICLE X:    GENERAL PROVISIONS.......................................................     80
      10.1    Survival of Representations..............................................     80
      10.2    Governmental Regulation..................................................     80
      10.3    Headings.................................................................     80
      10.4    Entire Agreement.........................................................     80
      10.5    Several Obligations; Benefits of this Agreement..........................     80
      10.6    Expenses; Indemnification................................................     80
      10.7    Numbers of Documents.....................................................     82
      10.8    Accounting...............................................................     82
      10.9    Severability of Provisions...............................................     83
      10.10   Nonliability of Lenders..................................................     83
      10.11   GOVERNING LAW............................................................     83
      10.12   CONSENT TO JURISDICTION; SERVICE OF PROCESS; JURY
              TRIAL....................................................................     83
      10.13   Subordination of Intercompany Indebtedness...............................     84
      10.14   Lender's Not Utilizing Plan Assets.......................................     86
      10.15   Distribution of Borrowers' Deliveries....................................     86

ARTICLE XI:   THE ADMINISTRATIVE AGENT.................................................     86
      11.1    Appointment; Nature of Relationship......................................     86
      11.2    Powers...................................................................     86
      11.3    General Immunity.........................................................     87
      11.4    No Responsibility for Loans, Creditworthiness, Recitals,
              Etc......................................................................     87
      11.5    Action on Instructions of Lenders........................................     87
      11.6    Employment of Agents and Counsel.........................................     87
      11.7    Reliance on Documents; Counsel...........................................     87
      11.8    The Administrative Agent's Reimbursement and Indemnification.............     88
      11.9    Rights as a Lender.......................................................     88
      11.10   Lender Credit Decision...................................................     88
      11.11   Successor Administrative Agent...........................................     88
      11.12   No Duties of Syndication Agent or Arranger...............................     89

ARTICLE XII:  SET-OFF; RATABLE PAYMENTS................................................     89
      12.1    Set-off..................................................................     89
      12.2    Ratable Payments.........................................................     89



                                       iii



                                                                                         
      12.3    Application of Payments..................................................     90
      12.4    Relations Among Lenders..................................................     91
      12.5    Representations and Covenants Among Lenders..............................     91

ARTICLE XIII: BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS........................     91
      13.1    Successors and Assigns...................................................     91
      13.2    Participations...........................................................     91
      13.3    Assignments..............................................................     92
      13.4    Confidentiality..........................................................     95
      13.5    Dissemination of Information.............................................     96

ARTICLE XIV:  NOTICES..................................................................     96
      14.1    Giving Notice............................................................     96
      14.2    Change of Address........................................................     96

ARTICLE XV:   COUNTERPARTS.............................................................     96

ARTICLE XVI:  USA PATRIOT ACT NOTIFICATION.............................................     96



                                       iv


                             EXHIBITS AND SCHEDULES
                                    EXHIBITS

EXHIBIT A    --   Revolving Loan Commitments
                  (Definitions)

EXHIBIT B    --   Form of Borrowing/Election Notice
                  (Section 2.2 and Section 2.7 and Section 2.9)
EXHIBIT C    --   Form of Request for Letter of Credit
                  (Section 3.3)

EXHIBIT D    --   Form of Assignment and Acceptance Agreement
                  (Sections 2.19 and 13.3)
EXHIBIT E    --   Form of Borrowers' and Guarantors' Counsel's Opinion
                  (Section 5.1)

EXHIBIT F    --   List of Closing Documents
                  (Section 5.1)

EXHIBIT G    --   Form of Officer's Certificate
                  (Sections 5.2 and 7.1(A)(iii))

EXHIBIT H    --   Form of Compliance Certificate
                  (Sections 5.2 and 7.1(A)(iii))

EXHIBIT I    --   Form of Guaranty
                  (Definitions)

EXHIBIT J    --   Form of Commitment and Acceptance
                  (Section 2.5(A))

EXHIBIT K-1  --   Form of Domestic Borrower Note
                  (Section 2.12)

EXHIBIT K-2  --   Form of Japanese Borrower Note
                  (Section 2.12)

EXHIBIT L    --   Form of Designation Agreement
                  (Section 13.3(D))

EXHIBIT M    --   Eurocurrency Payment Offices
                  (Definitions)

                                       v


EXHIBIT N-1  --   Forms of Japanese Withholding Tax Deliveries for US Lenders
                  (Section 4.5)

EXHIBIT N-2  --   Forms of U.S. Withholding Tax Deliveries for US Lenders
                  (Section 4.5)

EXHIBIT O    --   Form of Japanese Legal Opinion Letter
                  (Section 5.3)

                                       vi


                                    SCHEDULES

Schedule 1.1.1   --   Permitted Existing Investments (Definitions)

Schedule 1.1.2   --   Permitted Existing Liens (Definitions)

Schedule 6.7     --   Litigation; Loss Contingencies (Section 6.7)

Schedule 6.8     --   Subsidiaries (Section 6.8)

Schedule 6.9     --   ERISA (Section 6.9)

Schedule 6.18    --   Environmental Matters (Section 6.18)

Schedule 7.3(E)  --   Transactions with Affiliates (Section 7.3(E))

                                      vii


                                CREDIT AGREEMENT

      This Credit Agreement dated as of August 27, 2004 is entered into by and
among CATALINA MARKETING CORPORATION, a Delaware corporation (the "DOMESTIC
BORROWER"), CATALINA MARKETING JAPAN, K.K., an entity organized under the laws
of Japan (the "JAPANESE BORROWER"), the institutions from time to time parties
hereto as Lenders, whether by execution of this Agreement or an Assignment
Agreement pursuant to Section 13.3, and BANK ONE, NA, having its principal
office in Chicago, Illinois, in its capacity as contractual representative for
itself and the other Lenders. The parties hereto agree as follows:

                             ARTICLE I: DEFINITIONS

      1.1 Certain Defined Terms. In addition to the terms defined above, the
following terms used in this Agreement shall have the following meanings,
applicable both to the singular and the plural forms of the terms defined.

      As used in this Agreement:

      "ACCOUNTING CHANGE" is defined in Section 10.8 hereof.

      "ACQUISITION" means any transaction, or any series of related
transactions, consummated on or after the date of this Agreement, by which a
Borrower or any of its Subsidiaries (i) acquires any going business or all or
substantially all of the assets of any firm, corporation or division thereof,
whether through purchase of assets, merger or otherwise or (ii) directly or
indirectly acquires (in one transaction or as the most recent transaction in a
series of transactions) at least a majority (in number of votes) of the
securities of a corporation which have ordinary voting power for the election of
directors (other than securities having such power only by reason of the
happening of a contingency) or a majority (by percentage of voting power) of the
outstanding Equity Interests of another Person.

      "ADMINISTRATIVE AGENT" means Bank One in its capacity as contractual
representative for itself and the Lenders pursuant to Article XI hereof and any
successor Administrative Agent appointed pursuant to Article XI hereof.

      "ADVANCE" means a borrowing hereunder consisting of the aggregate amount
of the several Loans made by the Lenders to a Borrower of the same Type and, in
the case of Eurocurrency Rate Advances, in the same currency and for the same
Interest Period.

      "AFFECTED LENDER" is defined in Section 2.19 hereof.

      "AFFILIATE" of any Person means any other Person directly or indirectly
controlling, controlled by or under common control with such Person. A Person
shall be deemed to control another Person if the controlling Person is the
"beneficial owner" (as defined in Rule 13d-3 under the Securities Exchange Act
of 1934) of greater than five percent (5%) or more of any class of voting
securities (or other voting interests) of the controlled Person or possesses,
directly or indirectly, the power to direct or cause the direction of the
management or policies of the controlled Person, whether through ownership of
Capital Stock, by contract or otherwise.

                                       1


      "AGGREGATE REVOLVING LOAN COMMITMENT" means the aggregate of the Revolving
Loan Commitments of all the Lenders, as they may be increased and/or reduced
from time to time pursuant to the terms hereof. The initial Aggregate Revolving
Loan Commitment is One Hundred Twenty Five Million and 00/100 Dollars
($125,000,000.00).

      "AGREED CURRENCIES" means (i) Dollars and (ii) so long as such currency
remains an Eligible Currency, Japanese Yen.

      "Agreement" means this Credit Agreement, as it may be amended, restated or
otherwise modified and in effect from time to time.

      "AGREEMENT ACCOUNTING PRINCIPLES" means generally accepted accounting
principles as in effect in the United States from time to time, applied in a
manner consistent with that used in preparing the financial statements of the
Domestic Borrower referred to in Section 6.4(B) hereof; provided, however,
except as provided in Section 10.8, that with respect to the calculation of
financial ratios and other financial tests required by this Agreement,
"Agreement Accounting Principles" means generally accepted accounting principles
as in effect in the United States as of the date of this Agreement, applied in a
manner consistent with that used in preparing the financial statements of the
Domestic Borrower referred to in Section 6.4(A) hereof.

      "ALTERNATE BASE RATE" means, for any day, a fluctuating rate of interest
per annum equal to the higher of (i) the Prime Rate for such day and (ii) the
sum of (a) the Federal Funds Effective Rate for such day and (b) one-half of one
percent (0.50%) per annum.

      "APPLICABLE COMMITMENT FEE PERCENTAGE" means, as at any date of
determination, the rate per annum then applicable in the determination of the
amount payable under Section 2.14(C) hereof determined in accordance with the
provisions of Section 2.14(D)(ii) hereof.

      "APPLICABLE EUROCURRENCY MARGIN" means, as at any date of determination,
the rate per annum then applicable to Eurocurrency Rate Loans, determined in
accordance with the provisions of Section 2.14(D)(ii) hereof.

      "APPLICABLE FLOATING RATE MARGIN" means, as at any date of determination,
the rate per annum then applicable to Floating Rate Loans, determined in
accordance with the provisions of Section 2.14(D)(ii) hereof.

      "APPLICABLE L/C FEE PERCENTAGE" means, as at any date of determination, a
rate per annum then applicable in the determination of the amount payable under
Section 3.7 (i) hereof which shall equal the then effective Applicable
Eurocurrency Margin.

      "ARRANGER" means J.P. Morgan Securities Inc., in its capacity as the lead
arranger and sole bookrunner for the loan transaction evidenced by this
Agreement.

      "ASSET SALE" means, with respect to any Person, the sale, lease,
conveyance, disposition or other transfer by such Person of any of its assets
(including by way of a sale-leaseback transaction, and including the sale or
other transfer of any of the Equity Interests of any Subsidiary of such Person)
other than (i) the sale of Inventory in the ordinary course of business, (ii)
the sale or other disposition of any obsolete manufacturing Equipment disposed
of in the

                                       2


ordinary course of business, (iii) the license of intellectual property granted
in the ordinary course of business so long as such license does not materially
diminish the value of the applicable intellectual property, and (iv) the lease
of real property in the ordinary course of business.

      "ASSIGNMENT AGREEMENT" means an assignment and acceptance agreement
entered into in connection with an assignment pursuant to Section 13.3 hereof in
substantially the form of Exhibit D.

      "AUTHORIZED OFFICER" means any of the chief executive officer, president,
chief financial officer, vice president of finance or treasurer of a Borrower,
acting singly.

      "BANK ONE" means Bank One, NA, having its principal office in Chicago,
Illinois, in its individual capacity, and its successors.

      "BENEFIT PLAN" means a defined benefit plan as defined in Section 3(35) of
ERISA (other than a Multiemployer Plan) in respect of which either Borrower or
any other member of the Controlled Group is, or within the immediately preceding
six (6) years was, an "employer" as defined in Section 3(5) of ERISA.

      "BORROWER" means either the Domestic Borrower or the Japanese Borrower, as
applicable.

      "BORROWING DATE" means a date on which an Advance or Swing Line Loan is
made hereunder.

      "BORROWING/ELECTION NOTICE" is defined in Section 2.7 hereof.

      "BUSINESS DAY" means:

      (a)   for the purpose of determining the Eurocurrency Base Rate, a day
            other than a Saturday or Sunday on which banks are open for the
            transaction of domestic and foreign exchange business in London,
            England;

      (b)   for the purpose of any payment to be made in Dollars, a day other
            than a Saturday or Sunday on which banks are open in Chicago,
            Illinois and New York, New York for the conduct of substantially all
            of their commercial lending activities, including the transaction of
            domestic and foreign exchange business, interbank wire transfers can
            be made on the Fedwire system, and dealings in Dollars are carried
            on in the London interbank markets; and

      (c)   for any other purpose, means a day (i) other than a Saturday or
            Sunday on which banks are open in Chicago, Illinois and New York,
            New York for the conduct of substantially all of their commercial
            lending activities, including the transaction of domestic and
            foreign exchange business, and interbank wire transfers can be made
            on the Fedwire system, and (ii) with respect to borrowings, payment
            or rate selection of Loans denominated in an Agreed Currency other
            than Dollars, a day

                                       3


            on which the applicable Eurocurrency Payment Office related to such
            currency is open for the transaction of domestic and foreign
            exchange business.

      "CAPITAL EXPENDITURES" means, for any period, the aggregate of all
expenditures (whether paid in cash or accrued as liabilities and including
Capitalized Leases and Purchase Money Indebtedness) by the Domestic Borrower and
its Subsidiaries during that period that, in conformity with Agreement
Accounting Principles, are required to be included in or reflected by the
property, plant, Equipment or similar fixed asset accounts reflected in the
consolidated balance sheet of the Domestic Borrower and its Subsidiaries.

      "CAPITAL STOCK" means (i) in the case of a corporation, corporate stock,
(ii) in the case of an association or business entity, any and all shares,
interests, participations, rights or other equivalents (however designated) of
corporate stock, (iii) in the case of a partnership, partnership interests
(whether general or limited) and (iv) any other interest or participation that
confers on a Person the right to receive a share of the profits and losses of,
or distributions of assets of, the issuing Person.

      "CAPITALIZED LEASE" of a Person means any lease of property by such Person
as lessee which would be capitalized on a balance sheet of such Person prepared
in accordance with Agreement Accounting Principles.

      "CAPITALIZED LEASE OBLIGATIONS" of a Person means the amount of the
obligations of such Person under Capitalized Leases which would be capitalized
on a balance sheet of such Person prepared in accordance with Agreement
Accounting Principles.

      "CASH EQUIVALENTS" means (i) marketable direct obligations issued or
unconditionally guaranteed by the United States government or an agency thereof
and backed by the full faith and credit of the United States government; (ii)
domestic and Eurocurrency certificates of deposit and time deposits, bankers'
acceptances and floating rate certificates of deposit issued by any commercial
bank organized under the laws of the United States, any state thereof, the
District of Columbia, any foreign bank, or its branches or agencies, the
long-term indebtedness of which institution at the time of acquisition is rated
A- (or better) by S&P or A3 (or better) by Moody's, and which certificates of
deposit and time deposits are fully protected against currency fluctuations for
any such deposits with a term of more than ninety (90) days; (iii) investment
grade securities (i.e., securities rated at least Baa by Moody's or at least BBB
by S&P); (iv) commercial paper of United States and foreign banks and bank
holding companies and their subsidiaries and United States and foreign finance,
commercial industrial or utility companies which, at the time of acquisition,
are rated A-1 (or better) by S&P or P-1 (or better) by Moody's (all such
institutions being "QUALIFIED INSTITUTIONS"); (v) shares of money market, mutual
or similar funds having assets in excess of $100,000,000 and the investments of
which are limited to those of a type set forth in clauses (i) through (iv)
above; provided that the maturities of any of the foregoing Cash Equivalents
described in clauses (i) through (v) above shall not exceed 365 days from the
date of acquisition thereof.

      "CHANGE" is defined in Section 4.2 hereof.

      "CHANGE OF CONTROL" means an event or series of events by which:

                                       4


            (i) any "person" or "group" (within the meaning of Sections 13(d)
      and 14(d)(2) of the Securities Exchange Act of 1934) becomes the
      "beneficial owner" (as defined in Rule 13d-3 under the Securities Exchange
      Act of 1934), directly or indirectly, of thirty-five percent (35%) or more
      of the voting power of the then outstanding Capital Stock of the Domestic
      Borrower entitled to vote generally in the election of the directors of
      the Domestic Borrower; or

            (ii) beginning with the Closing Date, during any period of 12
      consecutive calendar months, the board of directors of the Domestic
      Borrower shall cease to have as a majority of its members individuals who
      either:

                  (a) were directors of the Domestic Borrower on the first day
            of such period, or

                  (b) were elected or nominated for election to the board of
            directors of the Domestic Borrower at the recommendation of or other
            approval by at least a majority of the directors then still in
            office at the time of such election or nomination who were directors
            of the Domestic Borrower on the first day of such period, or whose
            election or nomination for election was so approved.

      "CLOSING DATE" means the date of this Agreement.

      "CODE" means the Internal Revenue Code of 1986, as amended, reformed or
otherwise modified from time to time.

      "COMMISSION" means the Securities and Exchange Commission of the United
States of America and any Person succeeding to the functions thereof.

      "COMMITMENT INCREASE NOTICE" is defined in Section 2.5(A)(i) hereof.

      "CONSOLIDATED ASSETS" means the total assets of the Domestic Borrower and
its Subsidiaries on a consolidated basis as determined in accordance with
Agreement Accounting Principles.

      "CONTAMINANT" means any waste, pollutant, hazardous substance, toxic
substance, hazardous waste, special waste, petroleum or petroleum-derived
substance or waste, asbestos, polychlorinated biphenyls ("PCBS"), or any
constituent of any such substance or waste that is regulated under or for which
liability may be imposed under Environmental, Health or Safety Requirements of
Law.

      "CONTINGENT OBLIGATION", as applied to any Person, means any Contractual
Obligation, contingent or otherwise, of that Person with respect to any
Indebtedness of another or other obligation or liability of another, including,
without limitation, any such Indebtedness, obligation or liability of another
directly or indirectly guaranteed, endorsed (otherwise than for collection or
deposit in the ordinary course of business), co-made or discounted or sold with
recourse by that Person, or in respect of which that Person is otherwise
directly or indirectly liable, including Contractual Obligations (contingent or
otherwise) arising through any agreement to purchase, repurchase or otherwise
acquire such Indebtedness, obligation or liability or any security

                                       5


therefor, or to provide funds for the payment or discharge thereof (whether in
the form of loans, advances, stock purchases, capital contributions or
otherwise), or to maintain solvency, assets, level of income, or other financial
condition, or to make payment other than for value received. The amount of any
Contingent Obligation shall be equal to the present value of the portion of the
obligation so guaranteed or otherwise supported, in the case of known recurring
obligations, and the maximum reasonably anticipated liability in respect of the
portion of the obligation so guaranteed or otherwise supported assuming such
Person is required to perform thereunder, in all other cases.

      "CONTRACTUAL OBLIGATION", as applied to any Person, means any provision of
any equity or debt securities issued by that Person or any indenture, mortgage,
deed of trust, security agreement, pledge agreement, guaranty, contract,
undertaking, agreement or instrument, in any case in writing, to which that
Person is a party or by which it or any of its properties is bound, or to which
it or any of its properties is subject.

      "CONTROLLED GROUP" means the group consisting of (i) any corporation which
is a member of the same controlled group of corporations (within the meaning of
Section 414(b) of the Code) as the Domestic Borrower; (ii) a partnership or
other trade or business (whether or not incorporated) which is under common
control (within the meaning of Section 414(c) of the Code) with the Domestic
Borrower; and (iii) a member of the same affiliated service group (within the
meaning of Section 414(m) of the Code) as the Domestic Borrower, any corporation
described in clause (i) above or any partnership or trade or business described
in clause (ii) above.

      "CURE LOAN" is defined in Section 9.2 hereof.

      "CUSTOMARY PERMITTED LIENS" means:

            (i) Liens with respect to the payment of taxes, assessments or
governmental charges in all cases which are not yet due or (if foreclosure,
distraint, sale or other similar proceedings shall not have been commenced or
any such proceeding after being commenced is stayed) which are being contested
in good faith by appropriate proceedings properly instituted and diligently
conducted and with respect to which adequate reserves or other appropriate
provisions are being maintained to the extent required by Agreement Accounting
Principles;

            (ii) statutory Liens of landlords and Liens of suppliers, mechanics,
carriers, materialmen, warehousemen, service providers or workmen and other
similar Liens imposed by law created in the ordinary course of business for
amounts not yet due or which are being contested in good faith by appropriate
proceedings properly instituted and diligently conducted and with respect to
which adequate reserves or other appropriate provisions are being maintained to
the extent required by Agreement Accounting Principles;

            (iii) Liens incurred or deposits made in the ordinary course of
business in connection with workers' compensation, unemployment insurance or
other types of social security benefits or to secure the performance of bids,
tenders, sales, contracts (other than for the repayment of borrowed money),
surety, appeal and performance bonds; provided that (A) all such Liens do not in
the aggregate materially detract from the value of a Borrower's or its

                                       6


Subsidiary's assets or property taken as a whole or materially impair the use
thereof in the operation of the businesses taken as a whole, and (B) all Liens
securing bonds to stay judgments or in connection with appeals do not secure at
any time an aggregate amount exceeding $15,000,000;

            (iv) Liens arising with respect to zoning restrictions, easements,
licenses, reservations, covenants, rights-of-way, utility easements, building
restrictions and other similar charges or encumbrances on the use of real
property which do not in any case materially detract from the value of the
property subject thereto or materially interfere with the ordinary conduct of
the business of a Borrower or any of its Subsidiaries;

            (v) Liens of attachment or judgment with respect to judgments, writs
or warrants of attachment, or similar process against a Borrower or any of its
Subsidiaries which do not constitute a Default under Section 8.1(H) hereof;

            (vi) any interest or title of the lessor in the property subject to
any operating lease entered into by a Borrower or any of its Subsidiaries in the
ordinary course of business;

            (vii) leases of real property entered into in the ordinary course of
business; and

            (viii) Environmental Liens, Liens in favor of the IRS, Liens in
favor of the PGGC and Liens in favor of any Plan which in the aggregate do not
exceed $15,000,000 at any time.

      "DEFAULT" means an event described in Article VIII hereof.

      "DESIGNATED LENDER" means, with respect to each Designating Lender, each
Eligible Designee designated by such Designating Lender pursuant to Section
13.3(D).

      "DESIGNATING LENDER" means, with respect to each Designated Lender, the
Lender that designated such Designated Lender pursuant to Section 13.3(D).

      "DESIGNATION AGREEMENT" is defined in Section 13.3(D) hereof.

      "DISCLOSED LITIGATION" is defined in Section 6.7 hereof.

      "DISQUALIFIED STOCK" means any preferred stock and any Capital Stock, in
each case that, by its terms (or by the terms of any security into which it is
convertible or for which it is exchangeable), or upon the happening of any
event, matures or is mandatorily redeemable, pursuant to a sinking fund
obligation or otherwise, or redeemable at the option of the holder thereof, in
whole or in part, on or prior to the date that is ninety-one (91) days after the
Revolving Loan Termination Date.

      "DIVIDEND" means any dividend or other distribution, direct or indirect,
on account of any Equity Interests of a Borrower or any of its Subsidiaries now
or hereafter outstanding, except a dividend payable solely in the Capital Stock
of such Borrower or any of its Subsidiaries (other than Disqualified Stock) or
in options, warrants or other rights to purchase Capital Stock of such Borrower
or any of its Subsidiaries.

                                       7


      "DOL" means the United States Department of Labor and any Person
succeeding to the functions thereof.

      "DOLLAR" and "$" means dollars in the lawful currency of the United
States.

      "DOLLAR AMOUNT" of any currency on any date of determination shall mean
(i) the amount of such currency if such currency is Dollars or (ii) the
Equivalent Amount of Dollars, if such currency is any currency other than
Dollars.

      "DOMESTIC BORROWER" means Catalina Marketing Corporation, a Delaware
corporation, together with its successors and permitted assigns, including a
debtor-in-possession on behalf thereof.

      "EBIT" means, for any period, on a consolidated basis for the Domestic
Borrower and its Subsidiaries, the sum of the amounts for such period, without
duplication, of (i) Net Income, plus (ii) Interest Expense to the extent
deducted in computing Net Income, plus (iii) charges against income for foreign,
federal, state and local taxes to the extent deducted in computing Net Income,
plus (iv) one-time non-cash restructuring charges to the extent deducted in
computing Net Income, all as determined in accordance with Agreement Accounting
Principles; provided, that EBIT shall be decreased by the amount of any cash
expenditures in such period related to non-cash charges added back to Net Income
in computing EBIT during any prior months.

      "EBITDA" means, for any period, on a consolidated basis for the Domestic
Borrower and its Subsidiaries, the sum of the amounts for such period, without
duplication, of (i) EBIT, plus (ii) depreciation expense to the extent deducted
in computing Net Income, plus (iii) amortization expense, including, without
limitation, amortization of goodwill and other intangible assets to the extent
deducted in computing Net Income, all as determined in accordance with Agreement
Accounting Principles.

      "EFFECTIVE COMMITMENT AMOUNT" is defined in Section 2.5(A) hereof.

      "ELIGIBLE CURRENCY" means any currency other than Dollars with respect to
which the Administrative Agent or a Borrower has not given notice in accordance
with Section 2.21 and that is readily available, freely traded, in which
deposits are customarily offered to banks in the London interbank market,
convertible into Dollars in the international interbank market available to the
Lenders in such market and as to which an Equivalent Amount may be readily
calculated. If, after the designation by the Lenders at the request of a
Borrower of any currency as an Agreed Currency, currency control or other
exchange regulations are imposed in the country in which such currency is issued
with the result that different types of such currency are introduced, such
country's currency is, in the determination of the Administrative Agent, no
longer readily available or freely traded or (ii) as to which, in the
determination of the Administrative Agent, an Equivalent Amount is not readily
calculable (each of clause (i) and (ii), a "DISQUALIFYING EVENT"), then the
Administrative Agent shall promptly notify the Lenders and the Borrowers, and
such country's currency shall no longer be an Agreed Currency until such time as
the Disqualifying Event(s) no longer exists, but in any event within five (5)
Business Days of receipt of such notice from the Administrative Agent, the
applicable Borrower shall repay all Loans in

                                       8


such currency to which the Disqualifying Event applies or convert such Loan into
Loans in Dollars or another Agreed Currency, subject to the other terms
contained in Articles II and IV.

      "ELIGIBLE DESIGNEE" means a special purpose corporation, partnership,
limited partnership or limited liability company that is administered by a
Lender or an Affiliate of a Lender and (i) is organized under the laws of the
United States of America or any state thereof, (ii) is engaged primarily in
making, purchasing or otherwise investing in commercial loans in the ordinary
course of its business and (iii) issues (or the parent of which issues)
commercial paper rated at least A-1 or the equivalent thereof by S&P or the
equivalent thereof by Moody's.

      "ENVIRONMENTAL, HEALTH OR SAFETY REQUIREMENTS OF LAW" means all
Requirements of Law derived from or relating to foreign, federal, state and
local laws or regulations relating to or addressing pollution or protection of
the environment, or protection of worker health or safety, including, but not
limited to, the Comprehensive Environmental Response, Compensation and Liability
Act, 42 U.S.C. Section 9601 et seq. ("CERCLA"), the Occupational Safety and
Health Act of 1970, 29 U.S.C. Section 651 et seq. ("OSHA"), and the Resource
Conservation and Recovery Act of 1976, 42 U.S.C. Section 6901 et seq. ("RCRA"),
in each case including any amendments thereto, any successor statutes, and any
regulations or guidance promulgated thereunder, and any state or local
equivalent thereof.

      "ENVIRONMENTAL LIEN" means a lien in favor of any Governmental Authority
for (a) any liability under Environmental, Health or Safety Requirements of Law,
or (b) damages arising from, or costs incurred by such Governmental Authority in
response to, a Release or threatened Release of a Contaminant into the
environment.

      "EQUIPMENT" means all of the Borrowers' and their Subsidiaries' present
and future (i) equipment, including, without limitation, machinery,
manufacturing, distribution, selling, data processing and office equipment,
assembly systems, tools, molds, dies, fixtures, appliances, furniture,
furnishings, vehicles, vessels, aircraft, aircraft engines, and trade fixtures,
(ii) other tangible personal property (other than such Borrower's or
Subsidiary's Inventory), and (iii) any and all accessions, parts and
appurtenances attached to any of the foregoing or used in connection therewith,
and any substitutions therefor and replacements, products and proceeds thereof.

      "EQUITY INTERESTS" means Capital Stock and all warrants, options or other
rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock).

      "EQUIVALENT AMOUNT" of any currency on any date of determination shall
mean the equivalent in Dollars of such currency, calculated on the basis of the
arithmetic mean of the buy and sell spot rates of exchange of the Administrative
Agent or an Affiliate of the Administrative Agent in the London interbank market
(or other market where the Administrative Agent's foreign exchange operations in
respect of such currency are then being conducted) for such other currency at or
about 11:00 a.m. (local time applicable to the transaction in question) on the
date on which such amount is to be determined, rounded up to the nearest amount
of such currency as determined by the Administrative Agent from time to time;
provided, however, that if at the time of any such determination, for any
reason, no such spot rate is being quoted, the Administrative

                                       9


Agent or an Affiliate of the Administrative Agent may use any reasonable method
it deems appropriate (after consultation with the Borrowers) to determine such
amount, and such determination shall be conclusive absent manifest error.

      "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, including (unless the context otherwise requires) any
rules or regulations promulgated thereunder.

      "EUROCURRENCY BASE RATE" means, with respect to a Eurocurrency Rate Loan
for the relevant Interest Period, the applicable British Bankers' Association
Interest Settlement Rate for deposits in the Agreed Currency as reported by any
generally recognized financial information service as of 11:00 a.m. (London
time) two (2) Business Days prior to the first day of such Interest Period and
having a maturity equal to such Interest Period, as adjusted for Reserves;
provided that, if no such British Bankers' Association Interest Settlement Rate
is available to the Administrative Agent, the applicable Eurocurrency Base Rate
for the relevant Interest Period shall instead be the rate determined by the
Administrative Agent to be the rate at which Bank One or one of its Affiliate
banks offers to place deposits in the Agreed Currency with first-class banks in
the London interbank market at approximately 11:00 a.m. (London time) two (2)
Business Days prior to the first day of such Interest Period, in the approximate
amount of Bank One's relevant Eurocurrency Rate Loan and having a maturity equal
to such Interest Period, as adjusted for Reserves.

      "EUROCURRENCY PAYMENT OFFICE" of the Administrative Agent shall mean, for
each of the Agreed Currencies, any agency, branch or Affiliate of the
Administrative Agent, specified as the "Eurocurrency Payment Office" for such
Agreed Currency on Exhibit M hereto or such other agency, branch, Affiliate or
correspondence bank of the Administrative Agent, as it may from time to time
specify to each Borrower and each Lender as its Eurocurrency Payment Office.

      "EUROCURRENCY RATE" means, with respect to a Eurocurrency Rate Loan for
the relevant Interest Period, the Eurocurrency Base Rate applicable to such
Interest Period plus the then Applicable Eurocurrency Margin. The Eurocurrency
Rate shall be rounded to the next higher multiple of 1/16 of 1% if the rate is
not such a multiple.

      "EUROCURRENCY RATE ADVANCE" means an Advance which bears interest at the
Eurocurrency Rate.

      "EUROCURRENCY RATE LOAN" means a Loan, or portion thereof, which bears
interest at the Eurocurrency Rate.

      "EXCLUDED TAXES" means, in the case of each Lender or applicable Lending
Installation and the Administrative Agent, taxes imposed on its net income, and
franchise taxes imposed on it, by (i) the jurisdiction under the laws of which
such Lender or the Administrative Agent is incorporated or organized or (ii) the
jurisdiction in which the Administrative Agent's or such Lender's principal
executive office or such Lender's applicable Lending Installation is located.

      "FEDERAL FUNDS EFFECTIVE RATE" means, for any day, an interest rate per
annum equal to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal
funds brokers on such day, as published for such

                                       10


day (or, if such day is not a Business Day, for the immediately preceding
Business Day) by the Federal Reserve Bank of New York, or, if such rate is not
so published for any day which is a Business Day, the average of the quotations
at approximately 10:00 a.m. (Chicago time) on such day on such transactions
received by the Administrative Agent from three Federal funds brokers of
recognized standing selected by the Administrative Agent in its sole discretion.

      "FLOATING RATE" means, for any day for any Loan, a rate per annum equal to
the Alternate Base Rate for such day, changing when and as the Alternate Base
Rate changes, plus the Applicable Floating Rate Margin then in effect.

      "FLOATING RATE ADVANCE" means an Advance which bears interest at the
Floating Rate.

      "FLOATING RATE LOAN" means a Loan, or portion thereof, which bears
interest at the Floating Rate.

      "FOREIGN EMPLOYEE BENEFIT PLAN" means any employee benefit plan as defined
in Section 3(3) of ERISA which is maintained or contributed to for the benefit
of the employees of a Borrower, any of its Subsidiaries or any members of its
Controlled Group and is not covered by ERISA pursuant to Section 4(b)(4) of
ERISA.

      "FOREIGN PENSION PLAN" means any employee benefit plan as described in
Section 3(3) of ERISA for which a Borrower or any member of its Controlled Group
is a sponsor or administrator and which (i) is maintained or contributed to for
the benefit of employees of such Borrower, its Subsidiaries or any member of its
Controlled Group, (ii) is not covered by ERISA pursuant to Section 4(b)(4) of
ERISA and (iii) under applicable local law, is required to be funded through a
trust or other funding vehicle.

      "GOVERNMENTAL ACTS" is defined in Section 3.9(A) hereof.

      "GOVERNMENTAL AUTHORITY" means any nation or government, any federal,
state, local or other political subdivision thereof and any entity exercising
executive, legislative, judicial, regulatory or administrative authority or
functions of or pertaining to government, including any authority or other
quasi-governmental entity established to perform any of such functions.

      "GROSS NEGLIGENCE" means (a) recklessness, (b) the absence of slight
diligence, or (c) actions taken or omitted with conscious indifference to or the
reckless disregard of consequences or rights of others affected. Gross
Negligence does not mean the absence of ordinary care or diligence, or an
inadvertent act or inadvertent failure to act. If the term "gross negligence" is
used with respect to the Administrative Agent or any Lender or any indemnitee in
any of the other Loan Documents, it shall have the meaning set forth herein.

      "GUARANTORS" means (i) all of the Domestic Borrower's Material Domestic
Subsidiaries as of the Closing Date; (ii) any New Subsidiaries which have
satisfied the provisions of Section 7.2(K) hereof; and (iii) any other
Subsidiaries which become Guarantors as a result of the provisions of Section
7.2(K), and, in each case, their respective successors and permitted assigns.

      "GUARANTY" means that certain Guaranty substantially in the form of
Exhibit I hereto dated as of the Closing Date, executed by the Guarantors in
favor of the Administrative Agent,

                                       11


for the ratable benefit of the Lenders, as it may be amended, modified,
supplemented and/or restated (including to add new Guarantors), and as in effect
from time to time.

      "HEDGING AGREEMENTS" is defined in Section 7.3(L) hereof.

      "HEDGING ARRANGEMENTS" is defined in the definition of Hedging Obligations
below.

      "HEDGING OBLIGATIONS" of a Person means any and all obligations of such
Person, whether absolute or contingent and howsoever and whensoever created,
arising, evidenced or acquired (including all renewals, extensions and
modifications thereof and substitutions therefor), under (i) any and all
agreements, devices or arrangements designed to protect such Person from the
fluctuations of interest rates, commodity prices, exchange rates or forward
rates applicable to such party's assets, liabilities or exchange transactions,
including, but not limited to, dollar-denominated or cross-currency interest
rate exchange agreements, forward currency exchange agreements, interest rate
cap or collar protection agreements, forward rate currency or interest rate
options, puts and warrants or any similar derivative transactions ("HEDGING
ARRANGEMENTS"), and (ii) any and all cancellations, buy backs, reversals,
terminations or assignments of any of the foregoing.

      "HOLDERS OF OBLIGATIONS" means the holders of the Obligations from time to
time and shall include their respective successors, transferees and permitted
assigns.

      "INDEBTEDNESS" of any Person means, without duplication, such Person's (a)
obligations for borrowed money, (b) obligations representing the deferred
purchase price of property or services (other than accounts payable arising in
the ordinary course of such Person's business payable on terms customary in the
trade), (c) obligations, whether or not assumed, secured by Liens or payable out
of the proceeds or production from property or assets now or hereafter owned or
acquired by such Person, (d) obligations which are evidenced by notes,
acceptances or other instruments, (e) Capitalized Lease Obligations, (f)
Contingent Obligations, (g) obligations with respect to letters of credit, (h)
Hedging Obligations, (i) Off-Balance Sheet Liabilities, and (j) Disqualified
Stock held by a Person other than a Borrower or any of its Subsidiaries. The
amount of Indebtedness of any Person at any date shall be without duplication
(i) the outstanding balance at such date of all unconditional obligations as
described above and the maximum liability of any such Contingent Obligations at
such date and (ii) in the case of Indebtedness described in clause (c) above of
others secured by a Lien to which the property or assets owned or held by such
Person is subject, the lesser of the fair market value at such date of any asset
subject to a Lien securing the Indebtedness of others and the amount of the
Indebtedness secured.

      "INDEMNIFIED MATTERS" is defined in Section 10.6(B) hereof.

      "INDEMNITEES" is defined in Section 10.6(B) hereof.

      "INITIAL FUNDING DATE" means the date on which the initial Revolving Loans
are advanced hereunder.

      "INSOLVENCY EVENT" is defined in Section 10.13 hereof.

      "INTERCOMPANY INDEBTEDNESS" is defined in Section 10.13 hereof.

                                       12


      "INTEREST EXPENSE" means, for any period, the total interest expense of
the Domestic Borrower and its consolidated Subsidiaries, whether paid or accrued
(including, without duplication, the interest component of Capitalized Leases,
net payments (if any) pursuant to Hedging Arrangements relating to interest rate
protection, and commitment and letter of credit fees), all as determined in
conformity with Agreement Accounting Principles.

      "INTEREST EXPENSE COVERAGE RATIO" is defined in Section 7.4(B) hereof.

      "INTEREST PERIOD" means, with respect to a Eurocurrency Rate Loan, a
period of one (1), two (2), three (3) or six (6) months commencing on a Business
Day selected by a Borrower on which a Eurocurrency Rate Advance is made to such
Borrower pursuant to this Agreement. Such Interest Period shall end on (but
exclude) the day which corresponds numerically to such date one, two, three or
six months thereafter; provided, however, that if there is no such numerically
corresponding day in such next, second, third or sixth succeeding month, such
Interest Period shall end on the last Business Day of such next, second, third
or sixth succeeding month. If an Interest Period would otherwise end on a day
which is not a Business Day, such Interest Period shall end on the next
succeeding Business Day; provided, however, that if said next succeeding
Business Day falls in a new calendar month, such Interest Period shall end on
the immediately preceding Business Day; provided, further, in no event shall any
Interest Period extend beyond the Revolving Loan Termination Date.

      "INVENTORY" shall mean any and all goods, including, without limitation,
goods in transit, wheresoever located, whether now owned or hereafter acquired
by a Borrower or any of its Subsidiaries, which are held for sale or lease,
furnished under any contract of service or held as raw materials, work in
process or supplies, and all materials used or consumed in the business of such
Borrower or any of its Subsidiaries, and shall include all right, title and
interest of such Borrower or any of its Subsidiaries in any property the sale or
other disposition of which has given rise to Receivables and which has been
returned to or repossessed or stopped in transit by such Borrower or any of its
Subsidiaries.

      "INVESTMENT" means, with respect to any Person, (i) any purchase or other
acquisition by that Person of any Indebtedness, Equity Interests or other
securities, or of a beneficial interest in any Indebtedness, Equity Interests or
other securities, issued by any other Person, (ii) any purchase by that Person
of all or substantially all of the assets of a business conducted by another
Person, and (iii) any loan, advance (other than deposits with financial
institutions available for withdrawal on demand, prepaid expenses, accounts
receivable, advances to employees and similar items made or incurred in the
ordinary course of business) or capital contribution by that Person to any other
Person, including all Indebtedness to such Person arising from a sale of
property by such Person other than in the ordinary course of its business.
Investment shall not include, until funded, any Contingent Obligation included
in the calculation of Indebtedness.

      "IRS" means the Internal Revenue Service and any Person succeeding to the
functions thereof.

      "ISSUING BANK" means Bank One in its separate capacity as an issuer of
Letters of Credit pursuant to Section 3.1.

                                       13


      "JAPANESE BORROWER" means Catalina Marketing Japan, K.K., registered at 6F
Otemachi-Tatemono Aoyama Bldg., 3-1-31, Minami-Aoyama, Minato-ku, Tokyo
107-0062, Japan, together with its successors and permitted assigns.

      "JAPANESE YEN" means the lawful currency of Japan.

      "JAPANESE YEN SUBLIMIT" means the Japanese Yen equivalent of U.S.
$50,000,000.

      "L/C DOCUMENTS" is defined in Section 3.3 hereof.

      "L/C DRAFT" means a draft drawn on the Issuing Bank pursuant to a Letter
of Credit.

      "L/C INTEREST" shall have the meaning ascribed to such term in Section 3.5
hereof.

      "L/C OBLIGATIONS" means, without duplication, an amount equal to the sum
of (i) the aggregate of the amount then available for drawing under each of the
Letters of Credit, (ii) the face amount of all outstanding L/C Drafts
corresponding to the Letters of Credit, which L/C Drafts have been accepted by
the Issuing Bank, (iii) the aggregate outstanding amount of all Reimbursement
Obligations at such time and (iv) the aggregate face amount of all Letters of
Credit requested by a Borrower or a Guarantor but not yet issued (unless the
request for an unissued Letter of Credit has been denied).

      "LENDER INCREASE NOTICE" is defined in Section 2.5(A)(T) hereof.

      "LENDERS" means the lending institutions listed on the signature pages of
this Agreement, including the Issuing Bank and the Swing Line Bank, and each of
their respective successors and assigns.

      "LENDING INSTALLATION" means, with respect to a Lender or the
Administrative Agent, any office, branch, subsidiary or affiliate of such Lender
or the Administrative Agent.

      "LETTER OF CREDIT" means the letters of credit to be issued by the Issuing
Bank pursuant to Section 3.1 hereof.

      "LEVERAGE RATIO" is defined in Section 7.4(A) hereof.

      "LIEN" means any lien (statutory or other), mortgage, pledge,
hypothecation, assignment, deposit arrangement, encumbrance or preference,
priority or security agreement or preferential arrangement of any kind or nature
whatsoever (including, without limitation, the interest of a vendor or lessor
under any conditional sale, Capitalized Lease or other title retention
agreement).

      "LOAN(S)" means, with respect to a Lender, such Lender's portion of any
Advance made pursuant to Section 2.1 hereof, as applicable, and in the case of
the Swing Line Bank, any Swing Line Loan made pursuant to Section 2.2 hereof,
and collectively, all Revolving Loans and Swing Line Loans, whether made or
continued as or converted to Floating Rate Loans or Eurocurrency Rate Loans.

      "LOAN ACCOUNT" is defined in Section 2.12(A) hereof.

                                       14


      "LOAN DOCUMENTS" means this Agreement, the Guaranty and all supplements
thereto, and all other documents, instruments and agreements executed in
connection therewith or contemplated thereby, as the same may be amended,
restated, supplemented or otherwise modified and in effect from time to time.

      "LOAN PARTIES" is defined in Section 5.1 hereof.

      "MARGIN STOCK" shall have the meaning ascribed to such term in Regulation
U.

      "MATERIAL ADVERSE EFFECT" means a material adverse effect upon (a) the
business, properties, prospects, operations or condition (financial or
otherwise) of the Domestic Borrower and its Subsidiaries, taken as a whole, (b)
the ability of the Domestic Borrower and its Subsidiaries, taken as a whole, to
pay or perform their respective Obligations, liabilities and Indebtedness under
the Loan Documents in any material respects or (c) the ability of the Lenders or
the Agent to enforce in any material respect the Obligations.

      "MATERIAL DOMESTIC SUBSIDIARY" means, without duplication, each
consolidated Subsidiary of the Domestic Borrower (a) organized under the laws of
the United States of America or a state and (b) which either (i) represents more
than five percent (5%) of Consolidated Assets as would be shown in the
consolidated financial statements of the Domestic Borrower and its Subsidiaries
as at the beginning of the twelve-month period ending with the month in which
such determination is made, or (ii) is responsible for more than five percent
(5%) of the consolidated net sales or of the consolidated net income of the
Domestic Borrower and its Subsidiaries as reflected in the financial statements
referred to in clause (i) above.

      "MATERIAL INDEBTEDNESS" is defined in Section 8.1(E) hereof.

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

      "MULTIEMPLOYER PLAN" means a "multiemployer plan" as defined in Section
4001 (a)(3) of ERISA which is, or within the immediately preceding six (6) years
was, contributed to by either the Domestic Borrower or any member of the
Controlled Group.

      "NET INCOME" means, for any period, the net earnings (or loss) after taxes
of the Domestic Borrower and its Subsidiaries on a consolidated basis for such
period taken as a single accounting period determined in conformity with
Agreement Accounting Principles.

      "NEW SUBSIDIARY" is defined in Section 7.3(D).

      "NON-ERISA COMMITMENTS" means

            (i) each pension, medical, dental, life, accident insurance,
      disability, group insurance, sick leave, profit sharing, deferred
      compensation, bonus, stock option, stock purchase, retirement, savings,
      severance, stock ownership, performance, incentive, hospitalization or
      other insurance, or other welfare, benefit or fringe benefit plan, policy,
      trust, understanding or arrangement of any kind; and

                                       15


            (ii) each employee collective bargaining agreement and each
      agreement, understanding or arrangement of any kind, with or for the
      benefit of any current executive officer or director of the Domestic
      Borrower (including, without limitation, each employment, compensation,
      deferred compensation, severance or consulting agreement or arrangement
      and any agreement or arrangement associated with a change in ownership of
      the Domestic Borrower or any member of the Controlled Group);

to which the Domestic Borrower or any member of the Controlled Group is a party
or with respect to which the Domestic Borrower or any member of the Controlled
Group is or will be required to make any payment other than any Plans.

      "NON PRO RATA LOAN" is defined in Section 9.2 hereof.

      "NON-U.S. LENDER" is defined in Section 4.5(iii) hereof.

      "NOTE" means a promissory note of (i) the Domestic Borrower payable to the
order of any Lender, in substantially the form of Exhibit K-1 hereto, evidencing
the aggregate indebtedness of the Domestic Borrower to such Lender under this
Agreement and (ii) the Japanese Borrower payable to the order of any Lender, in
substantially the form of Exhibit K-2 hereto, evidencing the aggregate
indebtedness of the Japanese Borrower to such Lender under this Agreement.

      "NOTICE OF ASSIGNMENT" is defined in Section 13.3(B) hereof.

      "OBLIGATIONS" means all Loans, L/C Obligations, advances, debts,
liabilities, obligations, covenants and duties owing by each Borrower or any of
its Subsidiaries to the Administrative Agent, any Lender, the Swing Line Bank,
the Arranger, any Affiliate of the Administrative Agent or any Lender, the
Issuing Bank or any Indemnitee, of any kind or nature, present or future,
arising under this Agreement, the L/C Documents or any other Loan Document,
whether or not evidenced by any note, guaranty or other instrument, whether or
not for the payment of money, whether arising by reason of an extension of
credit, loan, guaranty, indemnification, or in any other manner, whether direct
or indirect (including those acquired by assignment), absolute or contingent,
due or to become due, now existing or hereafter arising and however acquired.
The term includes, without limitation, all interest, charges, expenses, fees,
attorneys' fees and disbursements, paralegals' fees (in each case whether or not
allowed), and any other sum chargeable to the Borrowers or any of their
respective Subsidiaries under this Agreement or any other Loan Document.

      "OFF-BALANCE SHEET LIABILITIES" of a Person means (a) any repurchase
obligation or liability of such Person or any of its Subsidiaries with respect
to Receivables or notes receivable sold by such Person or any of its
Subsidiaries (calculated to include the unrecovered investment of purchasers or
transferees of Receivables or notes receivable or any other obligation of a
Borrower or such transferor to purchasers/transferees of interests in
Receivables or notes receivables or the agent for such purchasers/transferees),
(b) any liability under any sale and leaseback transactions which do not create
a liability on the consolidated balance sheet of such Person, (c) any liability
under any financing lease or so-called "synthetic lease" transaction or "tax
ownership operating lease" transaction, or (d) any obligations arising with
respect to any

                                       16


other transaction which is the functional equivalent of or takes the place of
borrowing but which does not constitute a liability on the consolidated balance
sheets of such Person and its Subsidiaries.

      "OTHER TAXES" is defined in Section 4.5 hereof.

      "PARTICIPANTS" is defined in Section 13.2(A) hereof.

      "PAYMENT DATE" means the last day of each calendar quarter.

      "PBGC" means the Pension Benefit Guaranty Corporation, or any successor
thereto.

      "PERMITTED ACQUISITION" is defined in Section 7.3(D) hereof.

      "PERMITTED EXISTING INVESTMENTS" means the Investments of the Domestic
Borrower and its Subsidiaries identified as such on Schedule 1.1.1 to this
Agreement.

      "PERMITTED EXISTING LIENS" means the Liens on assets of the Domestic
Borrower and its Subsidiaries identified as such on Schedule 1.1.2 to this
Agreement.

      "PERSON" means any individual, corporation, firm, enterprise, partnership,
trust, incorporated or unincorporated association, joint venture, joint stock
company, limited liability company or other entity of any kind, or any
government or political subdivision or any agency, department or instrumentality
thereof.

      "PLAN" means an employee benefit plan defined in Section 3(3) of ERISA in
respect of which the Domestic Borrower or any member of the Controlled Group is,
or within the immediately preceding six (6) years was, an "employer" as defined
in Section 3(5) of ERISA.

      "PRIME RATE" means a rate per annum equal to the prime rate of interest
announced from time to time by Bank One or its parent (which is not necessarily
the lowest rate charged to any customer), changing when and as said prime rate
changes.

      "PROPERTY" of a Person means any and all property, whether real, personal,
tangible, intangible, or mixed, of such Person, or other assets owned, leased or
operated by such Person.

      "PROPOSED NEW LENDER" is defined in Section 2.5(A)(i) hereof.

      "PRO RATA SHARE" means, with respect to any Lender, the percentage
obtained by dividing (A) such Lender's Revolving Loan Commitment at such time
(in each case, as adjusted from time to time in accordance with the provisions
of this Agreement) by (B) the Aggregate Revolving Loan Commitment at such time;
provided, however, if all of the Revolving Loan Commitments are terminated
pursuant to the terms of this Agreement, then "Pro Rata Share" means the
percentage obtained by dividing (x) the sum of (A) such Lender's Revolving
Loans, plus (B) such Lender's share of the obligations to purchase
participations in Swing Line Loans and Letters of Credit, by (y) the sum of (A)
the aggregate outstanding amount of Revolving Loans, plus (B) the aggregate
outstanding amount of all Swing Line Loans and Letters of Credit.

                                       17


      "PURCHASE MONEY INDEBTEDNESS" means Indebtedness incurred by a Borrower or
any of its Subsidiaries after the Closing Date to finance the acquisition of
assets which has a scheduled maturity and is not due on demand, and which does
not exceed the cost of the applicable assets.

      "PURCHASERS" is defined in Section 13.3(A) hereof.

      "RATE OPTION" means the Eurocurrency Rate or the Floating Rate, as
applicable.

      "RECEIVABLE(s)" means and includes all of the Borrowers' and their
respective Subsidiaries' presently existing and hereafter arising or acquired
accounts, accounts receivable, and all present and future rights of such
Borrower and its Subsidiaries to payment for goods sold or leased or for
services rendered (except those evidenced by instruments or chattel paper),
whether or not they have been earned by performance, and all rights in any
merchandise or goods which any of the same may represent, and all rights, title,
security and guaranties with respect to each of the foregoing, including,
without limitation, any right of stoppage in transit.

      "REGISTER" is defined in Section 13.3(c) hereof.

      "REGULATION T" means Regulation T of the Board of Governors of the Federal
Reserve System as from time to time in effect and any successor or other
regulation or official interpretation of said Board of Governors relating to the
extension of credit by and to brokers and dealers of securities for the purpose
of purchasing or carrying margin stock (as defined therein).

      "REGULATION U" means Regulation U of the Board of Governors of the Federal
Reserve System as from time to time in effect and any successor or other
regulation or official interpretation of said Board of Governors relating to the
extension of credit by banks, non-banks and non-broker lenders for the purpose
of purchasing or carrying Margin Stock applicable to member banks of the Federal
Reserve System.

      "REGULATION X" means Regulation X of the Board of Governors of the Federal
Reserve System as from time to time in effect and any successor or other
regulation or official interpretation of said Board of Governors relating to the
extension of credit by foreign lenders for the purpose of purchasing or carrying
margin stock (as defined therein).

      "REIMBURSEMENT OBLIGATION" is defined in Section 3.6 hereof.

      "RELEASE" means any release, spill, emission, leaking, pumping, injection,
deposit, disposal, discharge, dispersal, leaching or migration into the
environment, including the movement of Contaminants through or in the air, soil,
surface water or groundwater.

      "REPLACEMENT LENDER" is defined in Section 2.19 hereof.

      "REPORTABLE EVENT" means a reportable event as defined in Section 4043 of
ERISA and the regulations issued under such section, with respect to a Plan,
excluding, however, such events as to which the PBGC by regulation waived the
requirement of Section 4043 (a) of ERISA that it be notified within 30 days
after such event occurs; provided, however, that a failure to meet the minimum
funding standards of Section 412 of the Code and of Section 302 of ERISA shall
be a

                                       18


Reportable Event regardless of any such waiver of the notice requirement in
accordance with either Section 4043(a) of ERISA or Section 412(d) of the Code.

      "REQUIRED LENDERS" means Lenders whose Pro Rata Shares, in the aggregate,
are at least fifty-one percent (51%); provided, however, that, if any of the
Lenders shall have failed to fund its Pro Rata Share of (i) any Revolving Loan
requested by a Borrower, (ii) any Revolving Loan required to be made in
connection with reimbursement for any L/C Obligations or (iii) any Swing Line
Loan as requested by the Administrative Agent, which such Lenders are obligated
to fund under the terms of this Agreement and any such failure has not been
cured, then for so long as such failure continues, "REQUIRED LENDERS" means
Lenders (excluding all Lenders whose failure to fund their respective Pro Rata
Shares of such Revolving Loans or Swing Line Loans has not been so cured) whose
Pro Rata Shares represent at least fifty-one percent (51%) of the aggregate Pro
Rata Shares of such Lenders; provided further, however, that, if the Revolving
Loan Commitments have been terminated pursuant to the terms of this Agreement,
"REQUIRED LENDERS" means Lenders (without regard to such Lenders' performance of
their respective obligations hereunder) whose aggregate ratable shares (stated
as a percentage) of the aggregate outstanding principal balance of all Loans and
L/C Obligations are at least fifty-one percent (51%).

      "REQUIREMENTS OF LAW" means, as to any Person, the charter and by-laws or
other organizational or governing documents of such Person, and any law, rule or
regulation, or determination of an arbitrator or a court or other Governmental
Authority, in each case applicable to or binding upon such Person or any of its
property or to which such Person or any of its property is subject including,
without limitation, the Securities Act of 1933, the Securities Exchange Act of
1934, Regulations T, U and X, ERISA, the Fair Labor Standards Act, the Worker
Adjustment and Retraining Notification Act, Americans with Disabilities Act of
1990, and any certificate of occupancy, zoning ordinance, building,
environmental or land use requirement or permit or environmental, labor,
employment, occupational safety or health law, rule or regulation, including
Environmental, Health or Safety Requirements of Law.

      "RESERVES" shall mean the maximum reserve requirement, as prescribed by
the Board of Governors of the Federal Reserve System (or any successor) with
respect to "Eurocurrency liabilities" or in respect of any other category of
liabilities which includes deposits by reference to which the interest rate on
Eurocurrency Rate Loans is determined or category of extensions of credit or
other assets which includes loans by a non-United States office of any Lender to
United States residents.

      "REVOLVING CREDIT AVAILABILITY" means, at any particular time, the amount
by which (x) the Aggregate Revolving Loan Commitment at such time exceeds (y)
the Dollar Amount of the Revolving Credit Obligations outstanding at such time.

      "REVOLVING CREDIT OBLIGATIONS" means, at any particular time, the sum of
(i) the outstanding principal Dollar Amount of the Revolving Loans at such time,
plus (ii) the outstanding principal Dollar Amount of the Swing Line Loans at
such time, plus (iii) the outstanding L/C Obligations at such time.

      "REVOLVING LOAN" is defined in Section 2.1 hereof.

                                       19


      "REVOLVING LOAN COMMITMENT" means, for each Lender, the obligation of such
Lender to make Revolving Loans and to purchase participations in Letters of
Credit and to participate in Swing Line Loans not exceeding the amount set forth
on Exhibit A to this Agreement opposite its name thereon under the heading
"Revolving Loan Commitment" or in the assignment and acceptance by which it
became a Lender, as such amount may be modified from time to time pursuant to
the terms of this Agreement or to give effect to any applicable assignment and
acceptance.

      "REVOLVING LOAN TERMINATION DATE" means August 27, 2009.

      "RISK-BASED CAPITAL GUIDELINES" is defined in Section 4.2 hereof.

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

      "SELLING LENDER" is defined in Section 2.5(A)(i) hereof.

      "SETTLEMENT DATE" is defined in Section 2.5(A)(ii) hereof.

      "SUBSIDIARY" of a Person means (i) any corporation more than 50% of the
outstanding securities having ordinary voting power of which shall at the time
be owned or controlled, directly or indirectly, by such Person or by one or more
of its Subsidiaries or by such Person and one or more of its Subsidiaries, or
(ii) any partnership, limited liability company, association, joint venture or
similar business organization more than 50% of the ownership interests having
ordinary voting power of which shall at the time be so owned or controlled.
Unless otherwise expressly provided, all references herein to a "Subsidiary"
means a Subsidiary of the Domestic Borrower and shall include, subject to
Sections 1.3(B) and 4.7, the Japanese Borrower.

      "SUBSTANTIAL PORTION" means, with respect to the Property of the Domestic
Borrower and its Subsidiaries, Property which (i) represents more than 15% of
Consolidated Assets as would be shown in a pro forma balance sheet of the
Domestic Borrower and its Subsidiaries as at the beginning of the twelve-month
period ending with the month in which such determination is made (after giving
effect to all asset acquisitions and dispositions made during such twelve month
period), or (ii) is responsible for more than 15% of the pro forma net sales or
of the pro forma net income of the Domestic Borrower and its Subsidiaries as set
forth in a pro forma income statement for such twelve-month period (after giving
effect to all asset acquisitions and dispositions made during such twelve-month
period).

      "SWING LINE BANK" means Bank One pursuant to the terms hereof.

      "SWING LINE COMMITMENT" means the commitment of the Swing Line Bank, in
its discretion, to make Swing Line Loans up to a maximum principal amount of
$10,000,000 at any one time outstanding.

      "SWING LINE LOAN" means a Loan made available to the Domestic Borrower by
the Swing Line Bank pursuant to Section 2.2 hereof.

                                       20


      "Taxes" means any and all present or future taxes, duties, levies,
imposts, deductions, charges or withholdings, and any and all liabilities with
respect to the foregoing, but excluding Excluded Taxes.

      "TERMINATION DATE" means the earlier of (a) the Revolving Loan Termination
Date, and (b) the date of termination in whole of the Aggregate Revolving Loan
Commitment pursuant to Section 2.5 hereof or the Revolving Loan Commitments
pursuant to Section 9.1 hereof.

      "TERMINATION EVENT" means (i) a Reportable Event with respect to any
Benefit Plan; (ii) the withdrawal of the Domestic Borrower or any member of the
Controlled Group from a Benefit Plan during a plan year in which the Domestic
Borrower or such Controlled Group member was a "substantial employer" as defined
in Section 4001(a)(2) of ERISA with respect to such plan or a reduction or
cessation of operations which results in the termination of employment of twenty
percent (20%) or more of the participants of a Benefit Plan who are employees of
the Domestic Borrower or any member of the Controlled Group; (iii) the
imposition of an obligation under Section 4041 of ERISA to provide affected
parties written notice of intent to terminate a Benefit Plan in a distress
termination described in Section 404 1(c) of ERISA; (iv) the institution by the
PBGC of proceedings to terminate a Benefit Plan; (v) any event or condition
which might constitute grounds under Section 4042 of ERISA for the termination
of, or the appointment of a trustee to administer, any Benefit Plan; or (vi) the
partial or complete withdrawal of the Domestic Borrower or any member of the
Controlled Group from a Multiemployer Plan.

      "TRANSFEREE" is defined in Section 13.5 hereof.

      "TREATY LENDER" is defined in Section 4.5(iii) hereof.

      "TYPE" means, with respect to any Loan, its nature as a Floating Rate Loan
or a Eurocurrency Rate Loan.

      "UNMATURED DEFAULT" means an event which, but for the lapse of time or the
giving of notice, or both, would constitute a Default.

      "US LENDER" is defined in Section 4.5(iii) hereof.

      "WACHOVIA LEASE PROGRAM INDEBTEDNESS" means all Indebtedness outstanding
under that certain $30,500,000 end loaded lease financing facility described in
that certain Participation Agreement dated as of October 21, 1999 by and among
Catalina Marketing Manufacturer Services, Inc. (formerly known as Catalina
Marketing Sales Corporation), Wells Fargo Bank Northwest, National Association
(as successor to First Security Bank, National Association), the various lending
institutions party thereto and First Union National Bank, now known as Wachovia
Bank, National Association, as agent for such lending institutions, and related
agreements, as the same may be amended, restated, replaced, refinanced,
supplemented or otherwise modified from time to time.

      The foregoing definitions shall be equally applicable to both the singular
and plural forms of the defined terms. Any accounting terms used in this
Agreement which are not specifically defined herein shall have the meanings
customarily given them in accordance with Agreement Accounting Principles.

                                       21


      1.2 References. Any references to Subsidiaries of the Domestic Borrower
shall not in any way be construed as consent by the Administrative Agent or any
Lender to the establishment, maintenance or acquisition of any Subsidiary,
except as may otherwise be permitted hereunder.

      1.3 Joint and Several Liability for Obligations of the Japanese Borrower;
No Liability of Japanese Borrower for Obligations of the Domestic Borrower.

      (A) Joint and Several Liability for Obligations of the Japanese Borrower.
Notwithstanding anything to the contrary contained herein, the Domestic Borrower
hereby irrevocably and unconditionally retains and accepts joint and several
liability with the Japanese Borrower with respect to the payment and performance
of all of the Obligations of or attributable to the Japanese Borrower arising
hereunder or under the other Loan Documents (including, without limitation,
Loans outstanding in Japanese Yen), it being the intention of the parties hereto
that all of such Obligations shall be the joint and several obligations of the
Domestic Borrower and the Japanese Borrower without preference or distinction
among them. Each provision hereunder or in the Loan Documents relating to the
obligations or liabilities of the Japanese Borrower shall be deemed to include a
reference to the Domestic Borrower, as a joint and several obligor for such
obligations and liabilities, whether or not a specific reference to the Domestic
Borrower is included therein.

      (B) No Liability of Japanese Borrower for Obligations of the Domestic
Borrower. Notwithstanding anything to the contrary contained herein, the
Japanese Borrower shall not be liable for the Loans made to or any other
Obligations incurred by or on behalf of the Domestic Borrower, any Guarantor, or
any other Affiliate thereof.

          ARTICLE II: THE REVOLVING LOAN FACILITY

      2.1 Revolving Loans.

      (A) Upon the satisfaction of the conditions precedent set forth in
Sections 5.1 and 5.2, as applicable, from and including the Initial Funding Date
and prior to the Termination Date, each Lender severally and not jointly agrees,
on the terms and conditions set forth in this Agreement, to make (i) revolving
loans to the Domestic Borrower from time to time, denominated solely in Dollars,
and (ii) revolving loans to the Japanese Borrower from time to time, denominated
solely in Japanese Yen, each in a Dollar Amount not to exceed the greater of
such Lender's Pro Rata Share of Revolving Credit Availability at such time or
its Revolving Loan Commitment (each individually, a "REVOLVING LOAN" and,
collectively, the "REVOLVING LOANS"); provided, however, at no time shall (x)
the Dollar Amount of the Revolving Credit Obligations exceed the Aggregate
Revolving Loan Commitment, or (y) the Dollar Amount of the Revolving Loans
denominated in Japanese Yen exceed the Japanese Yen Sublimit. Subject to the
terms of this Agreement, the Domestic Borrower and the Japanese Borrower may
borrow, repay and reborrow Revolving Loans at any time prior to the Termination
Date. Revolving Loans shall be, at the option of the Domestic Borrower or the
Japanese Borrower, so long as such option complies with the terms of this
Agreement, either be Floating Rate Loans or Eurocurrency Rate Loans. On the
Termination Date, (i) the Domestic Borrower shall repay in full the outstanding
principal balance of all of the Revolving Loans and (ii) the Japanese Borrower
shall repay in full the outstanding

                                       22


principal balance of the Revolving Loans denominated in Japanese Yen. Each
Advance under this Section 2.1 shall consist of Revolving Loans made by each
Lender ratably in proportion to such Lender's respective Pro Rata Share.

      (B) Borrowing/Election Notice. A Borrower shall give the Administrative
Agent written notice of each requested Revolving Loan in the form of a
Borrowing/Election Notice, signed by it, in accordance with the terms of Section
2.7. The Administrative Agent shall promptly notify each Lender of such request.

      (C) Making of Revolving Loans. Promptly after receipt of the
Borrowing/Election Notice under Section 2.7 in respect of Revolving Loans, the
Administrative Agent shall notify each Lender by telecopy, or other similar form
of transmission, of the requested Revolving Loan. Each Lender shall make
available its Revolving Loan in accordance with the terms of Section 2.6. The
Administrative Agent will promptly make the funds so received from the Lenders
available to the applicable Borrower at the Administrative Agent's office in
Chicago, Illinois or the Administrative Agent's Eurocurrency Payment Office on
the applicable Borrowing Date, and shall disburse such proceeds in accordance
with the applicable Borrower's disbursement instructions set forth in such
Borrowing/Election Notice. The failure of any Lender to deposit the amount
described above with the Administrative Agent on the applicable Borrowing Date
shall not relieve any other Lender of its obligations hereunder to make its
Revolving Loan on such Borrowing Date.

      2.2 Swing Line Loans. (A) Amount of Swing Line Loans. Upon the
satisfaction of the conditions precedent set forth in Section 5.1 and 5.2, as
applicable, from and including the Initial Funding Date and prior to the
Termination Date, the Swing Line Bank may, in its discretion, on the terms and
conditions set forth in this Agreement, make swing line loans solely to the
Domestic Borrower from time to time, in Dollars, in an amount not to exceed the
Swing Line Commitment (each, individually, a "SWING LINE LOAN" and collectively,
the "SWING LINE LOANS"); provided, however, at no time shall the extension of a
Swing Line Loan cause the Dollar Amount of the Revolving Credit Obligations to
exceed the Aggregate Revolving Loan Commitment. Subject to the terms of this
Agreement, the Domestic Borrower may borrow, repay and reborrow Swing Line Loans
at any time prior to the Termination Date. The Japanese Borrower shall have no
payment obligations with respect to Swing Line Loans.

      (B) Borrowing/Election Notice for Swing Line Loans. The Domestic Borrower
shall deliver to the Administrative Agent and the Swing Line Bank a
Borrowing/Election Notice, signed by it, not later than 12:00 noon (Chicago
time) on the Borrowing Date of each Swing Line Loan, specifying (i) the
applicable Borrowing Date (which date shall be a Business Day and which may be
the same date as the date the Borrowing/Election Notice is given), and (ii) the
aggregate amount of the requested Swing Line Loan which shall be an amount not
less than $500,000 and increments of $100,000 in excess thereof. The Swing Line
Loans shall at all times be Floating Rate Loans.

      (C) Making of Swing Line Loans. Promptly (but in any event not later than
2:00 p.m. (Chicago time)) after receipt of the Borrowing/Election Notice under
Section 2.2(B) in respect of Swing Line Loans, the Swing Line Bank shall make
available its Swing Line Loan, in funds immediately available in Chicago,
Illinois to the Administrative Agent at its address specified

                                       23


pursuant to Article XIV. The Administrative Agent will promptly make the funds
so received from the Swing Line Bank available to the Domestic Borrower on the
Borrowing Date at the Administrative Agent's aforesaid address.

      (D) Repayment of Swing Line Loans. Each Swing Line Loan shall be paid in
full by the Domestic Borrower on or before the fifth (5th) day after the
Borrowing Date for such Swing Line Loan. The Domestic Borrower may at any time
pay, without penalty or premium, all outstanding Swing Line Loans or, in a
minimum amount of $100,000 and increments of $50,000 in excess thereof, any
portion of the outstanding Swing Line Loans, upon notice to the Administrative
Agent and the Swing Line Bank. In addition, the Administrative Agent (i) may at
any time in its sole discretion with respect to any outstanding Swing Line Loan,
or (ii) shall on the fifth (5th) day after the Borrowing Date of any Swing Line
Loan, require each Lender (including the Swing Line Bank) to make a Revolving
Loan in the amount of such Lender's Pro Rata Share of such Swing Line Loan, for
the purpose of repaying such Swing Line Loan. Not later than 12:00 noon (Chicago
time) on the date of any notice received pursuant to this Section 2.2(D), each
Lender shall make available its required Revolving Loan or Revolving Loans, in
funds immediately available in Chicago, Illinois to the Administrative Agent at
its address specified pursuant to Article XIV. Revolving Loans made pursuant to
this Section 2.2(D) shall initially be Floating Rate Loans and thereafter may be
continued as Floating Rate Loans or converted into Eurocurrency Rate Loans in
the manner provided in Section 2.9 and subject to the other conditions and
limitations therein set forth and set forth in this Article II. Unless a Lender
shall have notified the Swing Line Bank, prior to its making any Swing Line
Loan, that any applicable condition precedent set forth in Sections 5.1 and 5.2,
as applicable, had not then been satisfied (it being understood that the Swing
Line Bank will, if asked in writing, inform a Lender whether it is aware that
any such applicable conditions have not so been satisfied), such Lender's
obligation to make Revolving Loans pursuant to this Section 2.2(D) to repay
Swing Line Loans shall be unconditional, continuing, irrevocable and absolute
and shall not be affected by any circumstances, including, without limitation,
(a) any set-off, counterclaim, recoupment, defense or other right which such
Lender may have against the Administrative Agent, the Swing Line Bank or any
other Person, (b) the occurrence or continuance of a Default or Unmatured
Default, (c) any adverse change in the condition (financial or otherwise) of the
Domestic Borrower or (d) any other circumstances, happening or event whatsoever.
In the event that any Lender fails to make payment to the Administrative Agent
of any amount due under this Section 2.2(D), the Administrative Agent shall be
entitled to receive, retain and apply against such obligation the principal and
interest otherwise payable to such Lender hereunder until the Administrative
Agent receives such payment from such Lender or such obligation is otherwise
fully satisfied. In addition to the foregoing, if for any reason any Lender
fails to make payment to the Administrative Agent of any amount due under this
Section 2.2(D), such Lender shall be deemed, at the option of the Administrative
Agent, to have unconditionally and irrevocably purchased from the Swing Line
Bank, without recourse or warranty, an undivided interest and participation in
the applicable Swing Line Loan in the amount of such Revolving Loan, and such
interest and participation may be recovered from such Lender together with
interest thereon at the Federal Funds Effective Rate for each day during the
period commencing on the date of demand and ending on the date such amount is
received. On the Termination Date, the Domestic Borrower shall repay in full the
outstanding principal balance of the Swing Line Loans.

                                       24


      2.3 Rate Options for all Advances; Maximum Interest Periods. The Swing
Line Loans shall be Floating Rate Loans at all times. The Revolving Loans may be
Floating Rate Advances or Eurocurrency Rate Advances, or a combination thereof,
selected by the applicable Borrower in accordance with Section 2.7. A Borrower
may select, in accordance with Section 2.9, Rate Options and Interest Periods
applicable to the Revolving Loans; provided that there shall be no more than ten
(10) Interest Periods in effect with respect to all of the Loans at any time.

      2.4 Optional Payments; Mandatory Prepayments.

      (A) Optional Payments. The applicable Borrower may from time to time and
at any time upon at least one (1) Business Day's prior written notice repay or
prepay, without penalty or premium all or any part of outstanding Floating Rate
Advances in an aggregate minimum amount of $1,000,000 and in integral multiples
of $1,000,000 in excess thereof. Eurocurrency Rate Advances may be voluntarily
repaid or prepaid prior to the last day of the applicable Interest Period,
subject to the indemnification provisions contained in Section 4.4, provided,
that a Borrower may not so prepay Eurocurrency Rate Advances unless it shall
have provided at least three (3) Business Days' prior written notice to the
Administrative Agent of such prepayment if the Agreed Currency is Dollars and
three (3) Business Days' prior written notice to the Administrative Agent if the
Agreed Currency is a currency other than Dollars and provided, further, that
optional prepayments of Eurocurrency Rate Advances made pursuant to this Section
2.4 shall be in an aggregate minimum amount of (x) $1,000,000 for Dollar Loans
and (y) 50 million Japanese Yen for Japanese Yen Loans, and in integral
multiples of $1,000,000 or 50 million Japanese Yen, as applicable, in excess
thereof (or such lesser amount as would repay all outstanding Advances).

      (B) Mandatory Prepayments. If at any time and for any reason (other than
fluctuations in currency exchange rates) the Dollar Amount of the Revolving
Credit Obligations are greater than the Aggregate Revolving Loan Commitment,
either the Domestic Borrower or the Japanese Borrower shall promptly (and in any
case within three (3) Business Days) make a mandatory prepayment of the
Revolving Credit Obligations in an amount equal to such excess. In addition, if
the L/C Obligations outstanding at any time are greater than the Aggregate
Revolving Loan Commitment at such time minus the sum of the outstanding
principal amount of the Revolving Loans at such time and the outstanding
principal amount of the Swing Line Loans at such time, the Borrowers shall
either prepay the Obligations in an amount equal to such excess or deposit cash
collateral with the Administrative Agent in an amount in Dollars equal to such
excess. On the date any prepayment is received by the Administrative Agent, such
prepayment shall be applied first to Floating Rate Loans and to any Eurocurrency
Rate Loans maturing on such date and then to subsequently maturing Eurocurrency
Rate Loans in order of maturity. On the last Business Day of each month, the
Administrative Agent shall calculate the aggregate outstanding principal balance
of the Japanese Yen Loans in Dollars. If such balance, as calculated in Dollars
exceeds the Japanese Yen Sublimit by more than US$1,000,000, then the Borrowers,
within three (3) days of notice thereof from the Administrative Agent shall make
a mandatory prepayment of the Japanese Yen Loans in such amount as necessary to
cause the outstanding balance thereof to equal or be less than the Japanese Yen
Sublimit. Such calculation (and resulting prepayments) may occur more frequently
during the continuance of a Default in addition to the foregoing, if at any
time: (x) the Dollar Amount of the Revolving Credit Obligations exceeds one
hundred five percent (105%) of the Aggregate Revolving Loan

                                       25


Commitment, whether as a result of fluctuations in currency exchange rates or
otherwise, the Borrowers for the ratable benefit of the Lenders shall promptly
prepay Loans in an aggregate amount such that after giving effect thereto the
Dollar Amount of the Revolving Credit Obligations is less than or equal to the
Aggregate Revolving Loan Commitment.

      2.5 Increases and Reduction of Revolving Loan Commitments.

      (A) Increases to Aggregate Commitment.

      (i) At any time, the Domestic Borrower may request that the Aggregate
Revolving Loan Commitment be increased; provided that, without the prior written
consent of all of the Lenders, (a) the Aggregate Revolving Loan Commitment shall
at no time exceed $175,000,000 minus the aggregate amount of all reductions in
the Aggregate Revolving Loan Commitment previously made pursuant to Section
2.5(B), (b) the Domestic Borrower shall not be entitled to make any such request
more frequently than once in each 12-month period, (c) each such request shall
be in a minimum amount of at least $10,000,000 and increments of $5,000,000 in
excess thereof and (d) no such increase shall result in an increase in the
Japanese Yen Sublimit. Such request shall be made in a written notice given to
the Administrative Agent and the Lenders by the Domestic Borrower not less than
fifteen (15) Business Days prior to the proposed effective date of such
increase, which notice (a "COMMITMENT INCREASE NOTICE") shall specify the amount
of the proposed increase in the Aggregate Revolving Loan Commitment and the
proposed effective date of such increase. In the event of such a Commitment
Increase Notice, each of the Lenders shall be given the opportunity to
participate in the requested increase ratably in proportions that their
respective Commitments bear to the Aggregate Commitment. No Lender shall have
any obligation to increase its Commitment pursuant to a Commitment Increase
Notice. On or prior to the date that is ten (10) Business Days after receipt of
the Commitment Increase Notice, each Lender shall submit to the Administrative
Agent a notice indicating the maximum amount by which it is willing to increase
its Commitment in connection with such Commitment Increase Notice (any such
notice to the Administrative Agent being herein a "LENDER INCREASE NOTICE"). Any
Lender which does not submit a Lender Increase Notice to the Administrative
Agent prior to the expiration of such ten (10) Business Day period shall be
deemed to have denied any increase in its Commitment. In the event that the
increases of Commitments set forth in the Lender Increase Notices exceed the
amount requested by the Domestic Borrower in the Commitment Increase Notice, the
Administrative Agent and the Arranger shall have the right, in consultation with
the Domestic Borrower, to allocate the amount of increases necessary to meet the
Borrower's Commitment Increase Notice. In the event that the Lender Increase
Notices are less than the amount requested by the Domestic Borrower, the
Administrative Agent shall assist and consult with the Domestic Borrower in an
effort to identify financial institutions which may be interested in becoming a
party to the Agreement and not later than three (3) Business Days prior to the
proposed effective date the Domestic Borrower may notify the Administrative
Agent of any financial institution that shall have agreed to become a "Lender"
party hereto (a "PROPOSED NEW LENDER") in connection with the Commitment
Increase Notice. Any Proposed New Lender shall be consented to by the
Administrative Agent (which consent shall not be unreasonably withheld). If the
Domestic Borrower shall not have arranged any Proposed New Lender(s) to commit
to the shortfall from the Lender Increase Notices, then the Domestic Borrower
shall be deemed to have reduced the amount of its Commitment Increase Notice to
the aggregate amount set forth in the Lender Increase Notices. Based upon the
Lender Increase

                                       26


Notices, any allocations made in connection therewith and any notice regarding
any Proposed New Lender, if applicable, the Administrative Agent shall notify
the Domestic Borrower and the Lenders on or before the Business Day immediately
prior to the proposed effective date of the amount of each Lender's and Proposed
New Lenders' Commitment (the "EFFECTIVE COMMITMENT AMOUNT") and the amount of
the Aggregate Revolving Loan Commitment, which amounts shall be effective on the
following Business Day. Any increase in the Aggregate Revolving Loan Commitment
shall be subject to the following conditions precedent: (A) the Domestic
Borrower shall have obtained the consent thereto of each Guarantor and its
reaffirmation of the Loan Document(s) executed by it, which consent and
reaffirmation shall be in writing and in form and substance reasonably
satisfactory to the Administrative Agent, (B) as of the date of the Commitment
Increase Notice and as of the proposed effective date of the increase in the
Aggregate Revolving Loan Commitment, each of the representations and warranties
of the Borrowers hereunder shall be true and correct as if made on and as of
such date and no event shall have occurred and then be continuing which
constitutes a Default or Unmatured Default, (C) the Domestic Borrower, the
Administrative Agent and each Proposed New Lender or Lender that shall have
agreed to provide a "Commitment" in support of such increase in the Aggregate
Revolving Loan Commitment shall have executed and delivered a "Commitment and
Acceptance" substantially in the form of Exhibit J hereto, (D) counsel for the
Borrowers and for the Guarantors shall have provided to the Administrative Agent
supplemental opinions in form and substance reasonably satisfactory to the
Administrative Agent and (E) the Domestic Borrower and the Proposed New Lender
shall otherwise have executed and delivered such other instruments and documents
as may be required under Section 4.5 or that the Administrative Agent shall have
reasonably requested in connection with such increase. If any fee shall be
charged by the Lenders in connection with any such increase, such fee shall be
in accordance with then prevailing market conditions, which market conditions
shall have been reasonably documented by the Administrative Agent to the
Domestic Borrower. Upon satisfaction of the conditions precedent to any increase
in the Aggregate Revolving Loan Commitment, the Administrative Agent shall
promptly advise the Borrowers and each Lender of the effective date of such
increase. Upon the effective date of any increase in the Aggregate Revolving
Loan Commitment that is supported by a Proposed New Lender, such Proposed New
Lender shall be a party hereto as a Lender and shall have the rights and
obligations of a Lender hereunder. Nothing contained herein shall constitute, or
otherwise be deemed to be, a commitment on the part of any Lender to increase
its Commitment hereunder at any time.

      (ii) For purposes of this clause (ii), the term "BUYING LENDER(s)" shall
mean (1) each Lender the Effective Commitment Amount of which is greater than
its Commitment prior to the effective date of any increase in the Aggregate
Commitment and (2) each Proposed New Lender that is allocated an Effective
Commitment Amount in connection with any Commitment Increase Notice, and the
term "SELLING LENDER(s)" shall mean each Lender whose Commitment under this
Agreement is not being increased from that in effect prior to such increase in
the Aggregate Commitment. Effective on the effective date of any increase in the
Aggregate Commitment pursuant to clause (i) above, each Selling Lender hereby
sells, grants, assigns and conveys to each Buying Lender, without recourse,
warranty, or representation of any kind, except as specifically provided herein,
an undivided percentage in such Selling Lender's right, title and interest in
and to its outstanding Loans and L/C Obligations in the respective dollar
amounts and percentages necessary so that, from and after such sale, each such
Selling Lender's outstanding Loans and L/C Obligations shall equal such Selling
Lender's Pro Rata Share (calculated based

                                       27


upon the Effective Commitment Amounts) of the outstanding Loans and L/C
Obligations under this Agreement. Effective on the effective date of the
increase in the Aggregate Commitment pursuant to clause (i) above, each Buying
Lender hereby purchases and accepts such grant, assignment and conveyance from
the Selling Lenders. Each Buying Lender hereby agrees that its respective
purchase price for the portion of the outstanding Loans and L/C Obligations
purchased hereby shall equal the respective dollar amount necessary so that,
from and after such payments, each Buying Lender's outstanding Loans and L/C
Obligations shall equal such Buying Lender's Pro Rata Share (calculated based
upon the Effective Commitment Amounts) of the outstanding Loans and L/C
Obligations under this Agreement. Such amount shall be payable as follows: (a)
with respect to all Floating Rate Advances, on the effective date of the
increase in the Aggregate Commitment by wire transfer of immediately available
funds to the Administrative Agent and (b) with respect to all Eurocurrency Rate
Advances, unless otherwise agreed to between the Buying Lenders and Selling
Lenders, on the earlier of (i) the last day of the then current Interest Period
by wire transfer of immediately available funds to the Administrative Agent and
(ii) the date on which any such Eurocurrency Rate Loan either becomes due (by
acceleration or otherwise) or is prepaid (such earlier date being hereinafter
referred to as the "SETTLEMENT DATE") and, for purposes of calculating interest
due and payable with respect to the Eurocurrency Rate Loans, the Lenders' Pro
Rata Shares in each such outstanding Eurocurrency Rate Loan, shall not be
adjusted by virtue of the applicable increase until such Settlement Date. The
Administrative Agent, in turn, shall wire transfer any such funds received to
the Selling Lenders, in same day funds, for the sole account of the Selling
Lenders. Each Selling Lender hereby represents and warrants to each Buying
Lender that such Selling Lender owns the Loans and L/C Obligations being sold
and assigned hereby for its own account and has not sold, transferred or
encumbered any or all of its interest in such Loans or L/C Obligations, except
for participations which will be extinguished to the extent of such payment upon
payment to Selling Lender of an amount equal to the portion of the outstanding
Loans and L/C Obligations being sold by such Selling Lender. Each Buying Lender
hereby acknowledges and agrees that, except for each Selling Lender's
representations and warranties contained in the foregoing sentence, each such
Buying Lender has entered into its Commitment and Acceptance with respect to
such increase on the basis of its own independent investigation and has not
relied upon, and will not rely upon, any explicit or implicit written or oral
representation, warranty or other statement of the Lenders or the Administrative
Agent concerning the authorization, execution, legality, validity,
effectiveness, genuineness, enforceability or sufficiency of this Agreement or
the other Loan Documents. The Domestic Borrower hereby agrees to compensate each
Selling Lender for all losses, expenses and liabilities incurred by each Lender
in connection with the sale and assignment of any Eurocurrency Rate Loans
hereunder on the terms and in the manner as set forth in Section 4.4 if the
Settlement Date is a date (other than the last day of the applicable Interest
Period) on which any such Eurocurrency Rate Loans become due (by acceleration or
otherwise) or are prepaid.

      (B) Reductions to Aggregate Revolving Loan Commitment. The Domestic
Borrower may permanently reduce the Aggregate Revolving Loan Commitment in
whole, or in part ratably among the Lenders, in an aggregate minimum amount of
$5,000,000 and integral multiples of $5,000,000 in excess of that amount (unless
the Aggregate Revolving Loan Commitment is reduced in whole), upon at least
three (3) Business Day's prior written notice to the Administrative Agent, which
notice shall specify the amount of any such reduction; provided, however, that
the amount of the Aggregate Revolving Loan Commitment may not be reduced

                                       28



below the aggregate principal Dollar Amount of the outstanding Revolving Credit
Obligations. In addition, the Agent or the Required Lenders may permanently
reduce the Aggregate Revolving Loan Commitment as provided in Section
7.3(A)(vi). All accrued commitment fees shall be payable on the effective date
of any termination of the obligations of the Lenders to make Loans hereunder or
any reduction of the Aggregate Revolving Loan Commitment on the amount so
reduced.

      2.6 Method of Borrowing. Not later than 12:00 noon (Chicago time) on each
Borrowing Date, each Lender shall make available its Revolving Loan, in
immediately available funds in the Agreed Currency, to the Administrative Agent
at its address specified pursuant to Article XIV, unless the Administrative
Agent has notified the Lenders that such Loan is to be made available to a
Borrower at the Administrative Agent's Eurocurrency Payment Office, in which
case each Lender shall make available its Loan or Loans, in funds immediately
available to the Administrative Agent at its Eurocurrency Payment Office, not
later than 1:00 p.m. (local time in the city of the Administrative Agent's
Eurocurrency Payment Office) in the Agreed Currency designated by the
Administrative Agent. The Administrative Agent will promptly make the funds so
received from the Lenders available to such Borrower at the Administrative
Agent's aforesaid address, as applicable.

      2.7 Method of Selecting Types, Currency and Interest Periods for Advances.
The applicable Borrower shall select the Type of Advance requested by it and, in
the case of each Eurocurrency Rate Advance, the Interest Period and Agreed
Currency applicable to each Advance from time to time. All such requests shall
be limited by the terms of this Agreement, including, without limitation, the
currency restrictions set forth in Section 2.1 (A). The applicable Borrower
shall give the Administrative Agent irrevocable notice in substantially the form
of Exhibit B hereto (a "BORROWING/ELECTION NOTICE") not later than 10:00 a.m.
(Chicago time) (a) on or before the Borrowing Date of each Floating Rate
Advance, (b) three (3) Business Days before the Borrowing Date for each
Eurocurrency Rate Advance to be made in Dollars and (c) three (3) Business Days
before the Borrowing Date for each Eurocurrency Rate Advance to be made in any
Agreed Currency other than Dollars, specifying: (i) the Borrowing Date (which
shall be a Business Day) of such Advance; (ii) the aggregate amount of such
Advance; (iii) the Type of Advance selected; and (iv) in the case of each
Eurocurrency Rate Advance, the Interest Period and Agreed Currency applicable
thereto. Each Floating Rate Advance and all Obligations other than Loans shall
bear interest from and including the date of the making of such Advance, in the
case of such Floating Rate Loans, and the date such Obligation is due and owing
in the case of such other Obligations, to (but not including) the date of
repayment thereof at the Floating Rate, changing when and as such Floating Rate
changes. Changes in the rate of interest on that portion of the Loans maintained
as Floating Rate Loans will take effect simultaneously with each change in the
Alternate Base Rate. Each Eurocurrency Rate Advance shall bear interest from and
including the first day of the Interest Period applicable thereto to (but not
including) the last day of such Interest Period at the Eurocurrency Rate.
Changes in the rate of interest on that portion of the Loans maintained as
Eurocurrency Rate Advances will take effect simultaneously with each change in
the Applicable Eurocurrency Margin. Notwithstanding anything to the contrary in
this Agreement, the Japanese Borrower shall not be permitted to request a
Floating Rate Advance at any time.

                                       29


      2.8 Minimum Amount of Each Advance. Each Floating Rate Advance (other than
an Advance to repay Swing Line Loans or a Reimbursement Obligation) shall be in
the minimum amount of $1,000,000 (or the approximate Equivalent Amount of any
Agreed Currency other than Dollars) (and in multiples of $500,000 (or the
approximate Equivalent Amount of any Agreed Currency other than Dollars) if in
excess thereof); provided, however, that any Floating Rate Advance may be in the
amount of the unused Aggregate Revolving Loan Commitment. Each Eurocurrency Rate
Advance shall be in the minimum amount of $1,000,000 (and in multiples of
$500,000 if in excess thereof).

      2.9 Method of Selecting Types, Currency and Interest Periods for
Conversion and Continuation of Advances.

      (A) Right to Convert. A Borrower may elect from time to time, subject to
the provisions of Section 2.3 and this Section 2.9, to convert all or any part
of a Loan of any Type extended to it into any other Type or Types of Loans;
provided that any conversion of any Eurocurrency Rate Advance shall be made on,
and only on, the last day of the Interest Period applicable thereto.

      (B) Automatic Conversion and Continuation. Floating Rate Loans shall
continue as Floating Rate Loans unless and until such Floating Rate Loans are
converted into Eurocurrency Rate Loans. Eurocurrency Rate Loans in Dollars shall
continue as Eurocurrency Rate Loans in Dollars until the end of the then
applicable Interest Period therefor, at which time such Eurocurrency Rate Loans
shall be automatically converted into Floating Rate Loans unless the applicable
Borrower shall have given the Administrative Agent a Borrowing/Election Notice
in accordance with Section 2.9(D) requesting that, at the end of such Interest
Period, such Eurocurrency Rate Loans continue as a Eurocurrency Rate Loan.
Unless a Borrowing/Election Notice shall have timely been given in accordance
with the terms of this Section 2.9, Eurocurrency Rate Advances in an Agreed
Currency other than Dollars shall automatically continue as Eurocurrency Rate
Advances in the same Agreed Currency with an Interest Period of one month.

      (C) No Conversion Post-Default or Post-Unmatured Default. Notwithstanding
anything to the contrary contained in Section 2.9(A) or Section 2.9(B), (x) no
Floating Rate Loan or Eurocurrency Rate Loan in Dollars may be converted into or
continued as a Eurocurrency Rate Loan (except with the consent of the Required
Lenders) when any Default or Unmatured Default has occurred and is continuing
and (y) no Eurocurrency Rate Loan in an Agreed Currency other than Dollars may
be converted into or continued as a Eurocurrency Rate Loan in an Agreed Currency
other than Dollars with an Interest Period greater than one month (except with
the consent of the Required Lenders) when any Unmatured Default has occurred and
is continuing.

      (D) Borrowing/Election Notice. The applicable Borrower shall give the
Administrative Agent an irrevocable Borrowing/Election Notice of each conversion
of a Floating Rate Loan into a Eurocurrency Rate Loan or continuation of a
Eurocurrency Rate Loan not later than 10:00 a.m. (Chicago time) (x) three (3)
Business Days prior to the date of the requested conversion or continuation with
respect to any Loan to be converted or continued as a Eurocurrency Rate Loan in
Dollars and (y) three (3) Business Days prior to the date of the requested
conversion or continuation with respect to any Loan to be converted or continued
as a Eurocurrency Rate Loan in an Agreed Currency other than Dollars,
specifying: (1) the requested date (which shall be a

                                       30


Business Day) of such conversion or continuation; (2) the amount and Type of the
Loan to be converted or continued; and (3) the amount of Eurocurrency Rate
Loan(s) into which such Loan is to be converted or continued, the Agreed
Currency and the duration of the Interest Period applicable thereto.

      (E) Limitations on Conversions. Notwithstanding anything to the contrary
set forth herein, at the election of the applicable Borrower under this Section
2.9, (i) Eurocurrency Rate Advances in an Agreed Currency may be converted
and/or continued as Eurocurrency Rate Advances only in the same Agreed Currency
and (ii) the Japanese Borrower shall not be permitted to request that any
Eurocurrency Rate Advance be converted into a Floating Rate Advance at any time.

      2.10 Default Rate. After the occurrence and during the continuance of a
Default, at the option of the Administrative Agent or at the direction of the
Required Lenders, (a) the interest rate(s) applicable to the Obligations
resulting from Floating Rate Advances, Swing Line Loans or Eurocurrency Rate
Advances in Dollars shall be equal to the Floating Rate, changing as and when
the Floating Rate changes plus two percent (2.00%) per annum for all such Loans
and other Obligations, (b) the interest rate applicable to Obligations resulting
from Eurocurrency Rate Advances in an Agreed Currency other than Dollars shall
be equal to the Eurocurrency Rate for Loans in the applicable Agreed Currency as
determined for a one-month Interest Period (changing as and when such
Eurocurrency Rate and Interest Period changes) plus two percent (2.00%) per
annum for all such Loans and Obligations, and (c) the fees payable under Section
3.7 with respect to Letters of Credit shall be equal to the Applicable L/C Fee
Percentage plus two percent (2.00%) per annum.

      2.11 Method of Payment. All payments of principal, interest, fees,
commissions and L/C Obligations hereunder shall be made, without setoff,
deduction or counterclaim, in immediately available funds to the Administrative
Agent (i) at the Administrative Agent's address specified pursuant to Article
XIV, with respect to Advances or other Obligations denominated in Dollars and
(ii) at the Administrative Agent's Eurocurrency Payment Office with respect to
any Advance or other Obligations denominated in an Agreed Currency other than
Dollars, or at any other Lending Installation of the Administrative Agent
specified in writing by the Administrative Agent to the applicable Borrower, by
2:00 p.m. (Chicago time) on the date when due and shall be made ratably among
the Lenders (unless such amount is not to be shared ratably in accordance with
the terms hereof). Each Advance shall be repaid or prepaid in the Agreed
Currency in which it was made in the amount borrowed and interest payable
thereon shall also be paid in such currency. Each payment delivered to the
Administrative Agent for the account of any Lender shall be delivered promptly
by the Administrative Agent to such Lender in the same type of funds which the
Administrative Agent received at its address specified pursuant to Article XIV
or at any Lending Installation specified in a notice received by the
Administrative Agent from such Lender. Each Borrower authorizes the
Administrative Agent to charge the account of such Borrower maintained with Bank
One for each payment of principal, interest, fees and commissions owed by such
Borrower as it becomes due hereunder; provided, that the account of the Domestic
Borrower may be charged for all such amounts owed by it and the Japanese
Borrower. The Domestic Borrower authorizes the Administrative Agent to charge
the account of such Borrower maintained with Bank One for each payment of L/C
Obligations as it becomes due hereunder. Each reference to the Administrative
Agent in this Section 2.11 shall also be

                                       31


deemed to refer, and shall apply equally, to the Issuing Bank, in the case of
payments required to be made by the Domestic Borrower to the Issuing Bank
pursuant to Article III.

            (b) Notwithstanding the foregoing provisions of this Section, if,
after the making of any Advance in any currency other than Dollars, currency
control or exchange regulations are imposed in the country which issues such
Agreed Currency with the result that different types of such Agreed Currency
(the "NEW CURRENCY") are introduced and the type of currency in which the
Advance was made (the "ORIGINAL CURRENCY") no longer exists or the applicable
Borrower is not able to make payment to the Administrative Agent for the account
of the Lenders in such Original Currency, then all payments to be made by such
Borrower hereunder in such currency shall be made to the Administrative Agent in
such amount and such type of the New Currency or Dollars as shall be equivalent
to the amount of such payment otherwise due hereunder in the Original Currency.
In addition, notwithstanding the foregoing provisions of this Section, if, after
the making of any Advance in any currency other than Dollars, a Borrower is not
able to make payment to the Administrative Agent for the account of the Lenders
in the type of currency in which such Advance was made because of the imposition
of any such currency control or exchange regulation, then such Advance shall
instead be repaid when due in Dollars in a principal amount equal to the Dollar
Amount (as of the date of repayment) of such Advance.

      2.12 Evidence of Debt.

      (A) Each Lender shall maintain in accordance with its usual practice an
account or accounts (a "LOAN ACCOUNT") evidencing the indebtedness of the
Borrowers to such Lender 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.

      (B) The Register maintained by the Administrative Agent pursuant to
Section 13.3(C) shall include a control account, and a subsidiary account for
each Lender, in which accounts (taken together) shall be recorded (i) the date
and the amount of each Loan made hereunder, the Type thereof and the Interest
Period, if any, applicable thereto, (ii) the amount of any principal or interest
due and payable or to become due and payable from the Borrowers to each Lender
hereunder, (iii) the effective date and amount of each Assignment Agreement
delivered to and accepted by it and the parties thereto pursuant to Section
13.3, (iv) the amount of any sum received by the Administrative Agent hereunder
for the account of the Lenders and each Lender's share thereof, and (v) all
other appropriate debits and credits as provided in this Agreement, including,
without limitation, all fees, charges, expenses and interest.

      (C) The entries made in the Loan Account, the Register and the other
accounts maintained pursuant to subsections (A) or (B) of this Section shall be
prima facie evidence of the information set forth therein, and, unless a
Borrower objects to information contained in the Loan Accounts, the Register or
the other accounts within thirty (30) days of such Borrower's receipt of such
information, shall constitute an account stated; provided that the failure of
any Lender or the Administrative Agent to maintain such accounts or any error
therein shall not in any manner affect the obligation of such Borrower to repay
the Loans in accordance with the terms of this Agreement.

                                       32


      (D) Any Lender may request that the Revolving Loans made by it each be
evidenced by a promissory note substantially in the form of Exhibit K-1 or
Exhibit K-2, as applicable, hereto to evidence such Lender's Revolving Loans. In
such event, the applicable Borrower shall prepare, execute and deliver to such
Lender a promissory note for such Loans payable to the order of such Lender and
substantially in the form of Exhibit K-1 or Exhibit K-2, as applicable, hereto.
Thereafter, the Loans evidenced by such promissory note and interest thereon
shall at all times (including after assignment pursuant to Section 13.3) be
represented by one or more promissory notes in such form payable to the order of
the payee named therein.

      2.13 Telephonic Notices. Each Borrower authorizes the Lenders and the
Administrative Agent to extend, convert or continue Advances, effect selections
of Types of Advances and to transfer funds based on telephonic notices made by
any person or persons the Administrative Agent or any Lender in good faith
reasonably believes to be acting on behalf of such Borrower. Each Borrower
agrees to deliver promptly to the Administrative Agent a written confirmation,
signed by an Authorized Officer, if such confirmation is requested by the
Administrative Agent or any Lender, of each telephonic notice. If the written
confirmation differs in any material respect from the action taken by the
Administrative Agent and the Lenders, the records of the Administrative Agent
and the Lenders shall be prima facie evidence of the information set forth
therein. In case of disagreement concerning such notices, if the Administrative
Agent has recorded telephonic Borrowing/Election Notices, such recordings will
be made available to the applicable Borrower upon such Borrower's request
therefor.

      2.14 Promise to Pay; Interest and Commitment Fees; Interest Payment Dates;
Interest and Fee Basis; Loan and Control Accounts.

      (A) Promise to Pay. The Domestic Borrower unconditionally promises to pay
when due the principal amount of each Loan and all other Obligations incurred by
it or by the Japanese Borrower, and to pay all unpaid interest accrued thereon,
in accordance with the terms of this Agreement and the other Loan Documents. The
Japanese Borrower unconditionally promises to pay when due the principal amount
of each Loan and all other Obligations incurred by it, and to pay all unpaid
interest accrued thereon, in accordance with the terms of this Agreement and the
other Loan Documents.

      (B) Interest Payment Dates. Interest accrued on each Floating Rate Loan
shall be payable on each Payment Date, commencing with the first such date to
occur after the date hereof and at maturity (whether by acceleration or
otherwise). Interest accrued on each Eurocurrency Rate Loan shall be payable on
the last day of its applicable Interest Period, on any date on which the
Eurocurrency Rate Loan is prepaid, whether by acceleration or otherwise, and at
maturity. Interest accrued on such Eurocurrency Rate Loan having an interest
period longer than three months shall also be payable on the last day of each
three-month interval during such Interest Period. Notwithstanding anything to
the contrary in this Agreement, solely with respect to interest which shall
accrue on Eurocurrency Rate Loans owing by the Japanese Borrower during the
first ninety days after the Closing Date, such interest shall be payable at the
end of such ninety day period. Thereafter, interest shall be payable in
accordance with the terms otherwise set forth herein. Interest accrued on the
principal balance of all other Obligations shall be payable in arrears (i) on
each Payment Date, commencing on the first such Payment Date to occur following
the incurrence of such Obligation, (ii) upon repayment thereof in full or in
part,

                                       33



and (iii) if not theretofore paid in full, at the time such other Obligation
becomes due and payable (whether by acceleration or otherwise).

      (C) Commitment Fees and Administrative Agent's Fees. The Domestic Borrower
shall pay to the Administrative Agent, for the account of the Lenders in
accordance with their Pro Rata Shares, from and after the Closing Date until the
date on which the Aggregate Revolving Loan Commitment shall be terminated in
whole, a commitment fee accruing at the rate of the then Applicable Commitment
Fee Percentage, on the amount by which (A) the Aggregate Revolving Loan
Commitment in effect from time to time exceeds (B) the Revolving Credit
Obligations (excluding the outstanding principal amount of the Swing Line Loans)
in effect from time to time. All such commitment fees payable under this clause
(C) shall be payable quarterly in arrears on each Payment Date occurring after
the Closing Date (with the first such payment being calculated for the period
from the Closing Date and ending on September 30, 2004), on the date of any
reduction of the Aggregate Revolving Loan Commitment for the amount so reduced
and, in addition, on the date on which the Aggregate Revolving Loan Commitment
shall be terminated in whole.

      (i) The Borrowers agree to pay to the Administrative Agent for the sole
account of the Administrative Agent and the Arranger (unless otherwise agreed
between the Administrative Agent and the Arranger and any Lender) the fees set
forth in the letter agreement among the Administrative Agent, the Arranger and
the Borrowers dated June 25, 2004, payable at the times and in the amounts set
forth therein.

      (D) Interest and Fee Basis; Applicable Floating Rate Margins, Applicable
Eurocurrency Margin; Applicable Commitment Fee Percentage and Applicable L/C Fee
Percentage.

      (i) Interest on Eurocurrency Rate Loans, interest on Floating Rate Loans
where interest is calculated by reference to the Federal Funds Effective Rate
and fees shall be calculated for actual days elapsed on the basis of a 360-day
year for actual days elapsed. Interest on Floating Rate Loans where interest is
calculated by reference to the Prime Rate shall be calculated for actual days
elapsed on the basis of a 365, or when appropriate 366, day year. Interest shall
be payable for the day an Obligation is incurred but not for the day of any
payment on the amount paid if payment is received prior to 2:00 p.m. (local
time) at the place of payment. If any payment of principal of or interest on a
Loan or any payment of any other Obligations shall become due on a day which is
not a Business Day, such payment shall be made on the next succeeding Business
Day and, in the case of a principal payment, such extension of time shall be
included in computing interest, fees and commissions in connection with such
payment.

      (ii) The Applicable Floating Rate Margin, Applicable Eurocurrency Margin,
Applicable Commitment Fee Percentage and Applicable L/C Fee Percentage shall be
determined from time to time by reference to the table set forth below, on the
basis of the then applicable Leverage Ratio:

                                       34





                                  APPLICABLE EUROCURRENCY          APPLICABLE              APPLICABLE
                                   MARGIN/APPLICABLE L/C         FLOATING RATE           COMMITMENT FEE
     LEVERAGE RATIO                   FEE PERCENTAGE                 MARGIN                PERCENTAGE
     --------------               -----------------------        -------------           --------------
                                                                                
LEVEL I: Less than 1.00
to 1.00                                  0.625%                       0.00%                   0.150%

LEVEL II: Greater than                   0.750%                       0.00%                   0.175%
or equal to 1.00 to 1.00
and less than or equal
to 1.50 to 1.00

LEVEL III: Greater than                  0.875%                       0.00%                   0.200%
1.50 to 1.00 and less
than or equal to 2.0 to
1.00

LEVEL IV: Greater than                   1.125%                       0.00%                   0.250%
2.00 to 1.00


      (iii) For purposes of Section 2.14(D)(ii), the Leverage Ratio shall be
calculated as provided in Section 7.4(A). Upon receipt of the financial
statements delivered from time to time pursuant to Section 7.1(A), the
Applicable Floating Rate Margin, the Applicable Eurocurrency Margin, the
Applicable Commitment Fee Percentage and the Applicable L/C Fee Percentage shall
be adjusted. Each such adjustment shall be effective five (5) Business Days
following the Administrative Agent's receipt of the relevant financial
statements and the compliance certificates required to be delivered in
connection therewith pursuant to Section 7.1(A); provided, that if the Domestic
Borrower shall not have delivered its financial statements when required under
Section 7.1(A), then, commencing on the date upon which such financial
statements should have been delivered and continuing until such financial
statements, are actually delivered, it shall be assumed for purposes of
determining the Applicable Floating Rate Margin, the Applicable Eurocurrency
Margin, the Applicable Commitment Fee Percentage and the Applicable L/C Fee
Percentage that the Leverage Ratio is greater than 2.00 to 1.00 pricing
corresponding with such ratio shall apply.

      2.15 Notification of Advances, Interest Rates, Prepayments and Aggregate
Revolving Loan Commitment Reductions. Promptly after receipt thereof, the
Administrative Agent will notify each Lender of the contents of each Aggregate
Revolving Loan Commitment reduction notice, Borrowing/Election Notice, and
repayment notice received by it hereunder. The Administrative Agent will notify
each Lender of the interest rate and Agreed Currency applicable to each
Eurocurrency Rate Loan promptly upon determination of such interest rate and
Agreed Currency and will give each Lender prompt notice of each change in the
Alternate Base Rate.

      2.16 Lending Installations. Each Lender may book its Loans or Letters of
Credit at any Lending Installation selected by such Lender and may change its
Lending Installation from time to time. All terms of this Agreement shall apply
to any such Lending Installation. Each Lender may, by written or facsimile
notice to the Administrative Agent and the Borrowers, designate a Lending
Installation through which Loans will be made by it and for whose account Loan
payments and/or payments of L/C Obligations are to be made.

      2.17 Non-Receipt of Funds by the Administrative Agent.

                                       35



      (A) Non-Receipt of Funds from Lenders. Unless the Administrative Agent
shall have been notified by a Lender prior to the time such Lender's share of
any such Advance is to be made by such Lender that such Lender does not intend
to make its share of such requested Advance available to the Administrative
Agent, the Administrative Agent may assume that such Lender has made such
proceeds available to the Administrative Agent on such date, and the
Administrative Agent may, in reliance upon such assumption (but shall not be
obligated to), make available to the applicable Borrower a corresponding amount.
If such corresponding amount is not in fact made available to the Administrative
Agent by such Lender on the date the Advance is made, the Administrative Agent
shall be entitled to recover such amount on demand from such Lender (or, if such
Lender fails to pay such amount forthwith upon such demand, from the applicable
Borrower) together with interest thereon in respect of each day during the
period commencing on the date such amount was made available to the applicable
Borrower and ending on (but excluding) the date the Administrative Agent
recovers such amount, at a rate per annum equal to the Federal Funds Effective
Rate and from the applicable Borrower, at a rate per annum equal to the interest
rate applicable to such Advance.

      (B) Non-Receipt of Funds from the Borrower. Unless the Administrative
Agent shall have been notified by the applicable Borrower prior to the time such
Borrower is scheduled to make a payment of principal, interest or commitment
fees hereunder that such Borrower does not intend to make such payment available
to the Administrative Agent (or, in the case of the Japanese Borrower, that
neither it nor the Domestic Borrower shall make such scheduled payment), the
Administrative Agent may assume that such Borrower has made such payment
available to the Administrative Agent on the date such amount is due, and the
Administrative Agent may, in reliance upon such assumption (but shall not be
obligated to), make available to the Lenders a corresponding amount. If such
corresponding amount is not in fact made available to the Administrative Agent
by the applicable Borrower on the date such amount is due and payable hereunder,
the Administrative Agent shall be entitled to recover such amount on demand from
such Borrower (or, if such Borrower fails to pay such amount forthwith upon such
demand, from the Lenders) together with interest thereon in respect of each day
during the period commencing on the date such amount was made available to the
Lenders and ending on (but excluding) the date the Administrative Agent recovers
such amount, at a rate per annum equal to the interest rate applicable to such
Obligation hereunder and, from the Lenders, at a rate per annum equal to the
Federal Funds Effective Rate. Demands hereunder on the Japanese Borrower may be
simultaneously made on the Domestic Borrower.

      2.18 Termination Date. This Agreement shall be effective until the
Termination Date. Notwithstanding the termination of this Agreement, until all
of the Obligations (other than contingent indemnity obligations) shall have been
fully paid and satisfied in cash, all financing arrangements among the Borrowers
and the Lenders shall have been terminated (including under Hedging Agreements
or other agreements with respect to Hedging Obligations) and all of the Letters
of Credit shall have expired, been canceled or terminated, been cash
collateralized in a manner reasonably acceptable to the Issuing Bank and the
Administrative Agent or been supported by backstop letters of credit reasonably
acceptable to the Issuing Bank and the Administrative Agent, all of the rights
and remedies under this Agreement and the other Loan Documents shall survive.

                                       36



      2.19 Replacement of Certain Lenders. In the event a Lender ("AFFECTED
LENDER") shall have: (i) failed to fund its Pro Rata Share of any Advance
requested by a Borrower, or to fund a Revolving Loan in order to repay Swing
Line Loans or Reimbursement Obligations, which such Lender is obligated to fund
under the terms of this Agreement and which failure has not been cured, (ii)
requested compensation from either Borrower under Sections 4.1, 4.2, 4.5 or 4.8
to recover Taxes, Other Taxes or other additional costs incurred by such Lender
which are not being incurred generally by the other Lenders, (iii) delivered a
notice pursuant to Section 4.3 claiming that such Lender is unable to extend
Eurocurrency Rate Loans to the Borrowers for reasons not generally applicable to
the other Lenders or (iv) has invoked Section 10.2, then, in any such case, the
Domestic Borrower or the Administrative Agent may make written demand on such
Affected Lender (with a copy to the Administrative Agent in the case of a demand
by the Domestic Borrower and a copy to the Domestic Borrower in the case of a
demand by the Administrative Agent) for the Affected Lender to assign, and such
Affected Lender shall use commercially reasonable efforts to assign pursuant to
one or more duly executed Assignment Agreements five (5) Business Days after the
date of such demand, to one or more financial institutions that comply with the
provisions of Section 13.3 which the Domestic Borrower or the Administrative
Agent, as the case may be, shall have engaged for such purpose ("REPLACEMENT
LENDER"), all of such Affected Lender's rights and obligations under this
Agreement and the other Loan Documents (including, without limitation, its
Revolving Loan Commitment, all Loans owing to it, all of its participation
interests in existing Letters of Credit, and its obligation to participate in
additional Letters of Credit and Swing Line Loans hereunder) in accordance with
Section 13.3. The Administrative Agent agrees, upon the occurrence of such
events with respect to an Affected Lender and upon the written request of the
Domestic Borrower, to use its reasonable efforts to obtain the commitments from
one or more financial institutions to act as a Replacement Lender. Further, with
respect to such assignment the Affected Lender shall have concurrently received,
in cash, all amounts due and owing to the Affected Lender hereunder or under any
other Loan Document, including, without limitation, the aggregate outstanding
principal amount of the Loans owed to such Lender, together with accrued
interest thereon through the date of such assignment, amounts payable under
Sections 4.1, 4.2, 4.5 or 4.8 with respect to such Affected Lender and
compensation payable under Section 2.14(C) in the event of any replacement of
any Affected Lender under clause (ii) or clause (iii) of this Section 2.19;
provided that upon such Affected Lender's replacement, such Affected Lender
shall cease to be a party hereto but shall continue to be entitled to the
benefits of Sections 4.1, 4.2, 4.4, 4.5, 4.8 and 10.6, as well as to any fees
accrued for its account hereunder and not yet paid, and shall continue to be
obligated under Section 11.8. Upon the replacement of any Affected Lender
pursuant to this Section 2.19, the provisions of Section 9.2 shall continue to
apply with respect to Loans which are then outstanding with respect to which the
Affected Lender failed to fund its Pro Rata Share and which failure has not been
cured.

      2.20 Judgment Currency. Judgment Currency. If, for the purposes of
obtaining judgment in any court, it is necessary to convert a sum due from a
Borrower hereunder in the currency expressed to be payable herein (the
"SPECIFIED CURRENCY") into another currency, the parties hereto agree, to the
fullest extent that they may effectively do so, that the rate of exchange used
shall be that at which in accordance with normal banking procedures the
Administrative Agent could purchase the specified currency with such other
currency at the Administrative Agent's main office in Chicago, Illinois on the
Business Day preceding that on which the final, non-appealable judgment is
given. The obligations of a Borrower in respect of any sum due to

                                       37



any Lender or the Administrative Agent hereunder shall, notwithstanding any
judgment in a currency other than the specified currency, be discharged only to
the extent that on the Business Day following receipt by such Lender or the
Administrative Agent (as the case may be) of any sum adjudged to be so due in
such other currency such Lender or the Administrative Agent (as the case may be)
may in accordance with normal, reasonable banking procedures purchase the
specified currency with such other currency. If the amount of the specified
currency so purchased is less than the sum originally due to such Lender or the
Administrative Agent, as the case may be, in the specified currency, each
Borrower agrees, to the fullest extent that it may effectively do so, as a
separate obligation and notwithstanding any such judgment, to indemnify such
Lender or the Administrative Agent, as the case may be, against such loss, and
if the amount of the specified currency so purchased exceeds (a) the sum
originally due to any Lender or the Administrative Agent, as the case may be, in
the specified currency and (b) any amounts shared with other Lenders as a result
of allocations of such excess as a disproportionate payment to such Lender under
Section 12.2, such Lender or the Administrative Agent, as the case may be,
agrees to remit such excess to such Borrower.

      2.21 Market Disruption; Denomination of Amounts in Dollars; Dollar
Equivalent of Reimbursement Obligations.

      (A) Market Disruption. Notwithstanding the satisfaction of all conditions
referred to in this Article II with respect to any Advance in any Agreed
Currency other than Dollars, if there shall occur on or prior to the date of
such Advance any change in national or international financial, political or
economic conditions or currency exchange rates or exchange controls which would
in the reasonable opinion of the Borrowers, the Administrative Agent or the
Required Lenders make it impracticable for the Eurocurrency Rate Loans
comprising such Advance to be denominated in the Agreed Currency, specified by
the applicable Borrower, then the Administrative Agent shall forthwith give
notice thereof to the Borrowers, and the Lenders, and such Eurocurrency Rate
Loans shall not be denominated in such currency but shall be made on such
Borrowing Date in Dollars, in an aggregate principal amount equal to the Dollar
Amount of the aggregate principal amount specified in the related Borrowing
Notice, as Floating Rate Loans, unless the applicable Borrower notifies the
Administrative Agent at least one (1) Business Day before such date that (i) it
elects not to borrow on such date or (ii) it elects to borrow on such date in a
different Agreed Currency, in which the denomination of such Loans would in the
opinion of the Administrative Agent and the Required Lenders be practicable and
in an aggregate principal amount equal to the Dollar Amount of the aggregate
principal amount specified in the related Borrowing Notice.

      (B) Calculation of Amounts. Except as set forth below, all amounts
referenced in this Article II shall be calculated using the Dollar Amount
determined based upon the Equivalent Amount in effect as of the date of any
determination thereof; provided, however, that to the extent the Borrowers shall
be obligated hereunder to pay in Dollars any Advance denominated in a currency
other than Dollars, such amount shall be paid in Dollars using the Dollar Amount
of the Advance (calculated based upon the Equivalent Amount in effect on the
date of payment thereof) and in the event that a Borrower does not reimburse the
Administrative Agent and the Lenders are required to fund a purchase of a
participation in such Advance, such purchase shall be made in Dollars in an
amount equal to the Dollar Amount of such Advance (calculated based upon the
Equivalent Amount in effect on the date of payment thereof). Notwithstanding

                                       38



anything herein to the contrary, the full risk of currency fluctuations shall be
borne by the Borrowers and each Borrower agrees to indemnify and hold harmless
the Issuing Bank, the Administrative Agent and the Lenders from and against any
loss resulting from any borrowing denominated in a currency other than in
Dollars and for which the Lenders are not reimbursed on the day of such
borrowing as it relates to such Borrower's respective obligations.

                   ARTICLE III: THE LETTER OF CREDIT FACILITY

      3.1 Obligation to Issue Letters of Credit. Subject to the terms and
conditions of this Agreement and in reliance upon the representations,
warranties and covenants of the Domestic Borrower herein set forth, the Issuing
Bank hereby agrees to issue for the account of the Domestic Borrower through the
Issuing Bank's branches as it and the Domestic Borrower may jointly agree, one
or more Letters of Credit denominated solely in Dollars in accordance with this
Article III, from time to time during the period, commencing on the Initial
Funding Date and ending on the fifth (5th) Business Day prior to the Revolving
Loan Termination Date.

      3.2 Types and Amounts. The Issuing Bank shall not have any obligation to
and the Issuing Bank shall not:

            (i) issue (or amend) any Letter of Credit if on the date of issuance
      (or amendment), before or after giving effect to the Letter of Credit
      requested hereunder, (a) the Dollar Amount of Revolving Credit Obligations
      at such time would exceed the Aggregate Revolving Loan Commitment at such
      time, or (b) the aggregate outstanding Dollar Amount of the L/C
      Obligations would exceed $25,000,000; or

            (ii) issue (or amend) any Letter of Credit which has an expiration
      date later than the date which is the earlier of (a) one (1) year after
      the date of issuance thereof or (b) five (5) Business Days immediately
      preceding the Revolving Loan Termination Date; provided that any Letter of
      Credit with a one-year tenor may provide for the renewal thereof for
      additional one-year periods (which shall in no event extend beyond the
      date referred to in clause (b) above).

      3.3 Conditions. In addition to being subject to the satisfaction of the
conditions contained in Sections 5.1 and 5.2, the obligation of the Issuing Bank
to issue any Letter of Credit is subject to the satisfaction in full of the
following conditions:

            (i) a Borrower or a Guarantor shall have delivered to the Issuing
      Bank at such times and in such manner as the Issuing Bank may reasonably
      prescribe, a request for issuance of such Letter of Credit in
      substantially the form of Exhibit C hereto, duly executed applications for
      such Letter of Credit, and such other documents, instructions and
      agreements as may be required pursuant to the terms thereof (all such
      applications, documents, instructions, and agreements being referred to
      herein as the "L/C DOCUMENTS"), and the proposed Letter of Credit shall be
      reasonably satisfactory to the Issuing Bank as to form and content; and

            (ii) as of the date of issuance no order, judgment or decree of any
      court, arbitrator or Governmental Authority shall purport by its terms to
      enjoin or restrain the Issuing Bank from issuing such Letter of Credit and
      no law, rule or regulation applicable to the

                                       39



      Issuing Bank and no request or directive (whether or not having the force
      of law) from a Governmental Authority with jurisdiction over the Issuing
      Bank shall prohibit or request that the Issuing Bank refrain from the
      issuance of Letters of Credit generally or the issuance of that Letter of
      Credit.

      3.4 Procedure for Issuance of Letters of Credit. (a) Subject to the terms
and conditions of this Article III and provided that the applicable conditions
set forth in Sections 5.1 and 5.2 hereof have been satisfied, the Issuing Bank
shall, on the requested date, issue a Letter of Credit on behalf of the Domestic
Borrower which Letter of Credit may be requested by either Borrower or a
Guarantor) in accordance with the Issuing Bank's usual and customary business
practices and, in this connection, the Issuing Bank may assume that the
applicable conditions set forth in Section 5.2 hereof have been satisfied unless
it shall have received notice to the contrary from the Administrative Agent or a
Lender or has knowledge that the applicable conditions have not been met.

      (b) The Issuing Bank shall give the Administrative Agent written or
telecopy notice, or telephonic notice confirmed promptly thereafter in writing,
of the issuance of a Letter of Credit, provided, however, that the failure to
provide such notice shall not result in any liability on the part of the Issuing
Bank.

      (c) The Issuing Bank shall not extend (including as a result of any
evergreen provision) or amend any Letter of Credit unless the requirements of
this Section 3.4 are met as though a new Letter of Credit was being requested
and issued.

      3.5 Letter of Credit Participation. Immediately upon the issuance of each
Letter of Credit hereunder, each Lender with a Pro Rata Share shall be deemed to
have automatically, irrevocably and unconditionally purchased and received from
the Issuing Bank an undivided interest and participation in and to such Letter
of Credit, the obligations of the Domestic Borrower in respect thereof, and the
liability of the Issuing Bank thereunder (collectively, an "L/C INTEREST") in an
amount equal to the Dollar Amount available for drawing under such Letter of
Credit multiplied by such Lender's Pro Rata Share. The Issuing Bank will notify
each Lender promptly upon presentation to it of an L/C Draft or upon any other
draw under a Letter of Credit. On or before the Business Day on which the
Issuing Bank makes payment of each such L/C Draft or, in the case of any other
draw on a Letter of Credit, on demand by the Administrative Agent or the Issuing
Bank, in either case, to the extent the Domestic Borrower fails to reimburse the
Issuing Bank on such date in an amount equal to such payment or draw, each
Lender shall make payment to the Administrative Agent, for the account of the
Issuing Bank, in Dollars in immediately available funds in an amount equal to
such Lender's Pro Rata Share of the Dollar Amount of such payment or draw. The
obligation of each Lender to reimburse the Issuing Bank under this Section 3.5
shall be unconditional, continuing, irrevocable and absolute. In the event that
any Lender fails to make payment to the Administrative Agent of any amount due
under this Section 3.5, the Administrative Agent shall be entitled to receive,
retain and apply against such obligation the principal and interest otherwise
payable to such Lender hereunder until the Administrative Agent receives such
payment from such Lender or such obligation is otherwise fully satisfied;
provided, however, that nothing contained in this sentence shall relieve such
Lender of its obligation to reimburse the Issuing Bank for such amount in
accordance with this Section 3.5.

                                       40



      3.6 Reimbursement Obligation. The Domestic Borrower agrees
unconditionally, irrevocably and absolutely to pay immediately to the
Administrative Agent, for the account of the Lenders, the amount of each advance
drawn under or pursuant to a Letter of Credit or an L/C Draft related thereto
(such obligation of the Domestic Borrower to reimburse the Administrative Agent
for an advance made under a Letter of Credit or L/C Draft being hereinafter
referred to as a "REIMBURSEMENT OBLIGATION" with respect to such Letter of
Credit or L/C Draft), each such reimbursement to be made by the Domestic
Borrower no later than the Business Day on which the Issuing Bank makes payment
of each such L/C Draft or, in the case of any other draw on a Letter of Credit,
the date specified in the demand of the Issuing Bank. If the Domestic Borrower
at any time fails to repay a Reimbursement Obligation pursuant to this Section
3.6, the Domestic Borrower shall be deemed to have elected to borrow Revolving
Loans from the Lenders, as of the date of the advance giving rise to the
Reimbursement Obligation, equal in amount to the Dollar Amount of the unpaid
Reimbursement Obligation. Such Revolving Loans shall be made as of the date of
the payment giving rise to such Reimbursement Obligation, automatically, without
notice and without any requirement to satisfy the conditions precedent otherwise
applicable to an Advance of Revolving Loans. Such Revolving Loans shall
constitute a Floating Rate Advance, the proceeds of which Advance shall be used
to repay such Reimbursement Obligation. If, for any reason, the Domestic
Borrower fails to repay a Reimbursement Obligation on the day such Reimbursement
Obligation arises and, for any reason, the Lenders are unable to make or have no
obligation to make Revolving Loans, then such Reimbursement Obligation shall
bear interest from and after such day, until paid in full, at the interest rate
applicable to a Floating Rate Advance.

      3.7 Letter of Credit Fees. The Domestic Borrower agrees to pay:

            (i) quarterly, in arrears, to the Administrative Agent for the
      ratable benefit of the Lenders, except as set forth in Section 9.2, a
      letter of credit fee at a rate per annum equal to the Applicable L/C Fee
      Percentage on the average daily outstanding Dollar Amount available for
      drawing under all Letters of Credit;

            (ii) quarterly, in arrears, to the Issuing Bank, a letter of credit
      fronting fee at a rate per annum equal to 0.125% on the average daily
      outstanding Dollar Amount available for drawing under all Letters of
      Credit issued by the Issuing Bank; and

            (iii) to the Issuing Bank, all customary fees and other issuance,
      amendment, cancellation, document examination, negotiation, transfer and
      presentment expenses and related charges in connection with the issuance,
      amendment, cancellation, presentation of L/C Drafts, negotiation, transfer
      and the like customarily charged by the Issuing Bank with respect to
      standby and commercial Letters of Credit, including, without limitation,
      standard commissions with respect to commercial Letters of Credit, payable
      at the time of invoice of such amounts. In determining such charges, the
      Issuing Bank shall treat the Domestic Borrower in a manner similar to
      other similarly situated customers of such Issuing Bank.

      3.8 Reporting Requirements. Upon the reasonable request of any Lender, the
Issuing Bank shall furnish to such Lender copies of any Letter of Credit and any
application for or reimbursement agreement with respect to a Letter of Credit to
which the Issuing Bank is party,

                                       41



and the Administrative Agent shall notify such Lender of the face amount of all
outstanding Letters of Credit as of the date of such request.

      3.9 Indemnification; Exoneration. (A) In addition to amounts payable as
elsewhere provided in this Article III, the Domestic Borrower hereby agrees to
protect, indemnify, pay and save harmless the Administrative Agent, the Issuing
Bank and each Lender from and against any and all liabilities and costs which
the Administrative Agent, the Issuing Bank or such Lender may incur or be
subject to as a consequence, direct or indirect, of (i) the issuance of any
Letter of Credit other than, in the case of the Issuing Bank, as a result of its
Gross Negligence or willful misconduct, as determined by the final judgment of a
court of competent jurisdiction, or (ii) the failure of the Issuing Bank to
honor a drawing under a Letter of Credit as a result of any act or omission,
whether rightful or wrongful, of any present or future de jure or de facto
Governmental Authority (all such acts or omissions herein called "GOVERNMENTAL
ACTS").

      (B) As among the Borrowers, the Lenders, the Administrative Agent and the
Issuing Bank, the Domestic Borrower assumes all risks of the acts and omissions
of, or misuse of such Letter of Credit by, the beneficiary of any Letters of
Credit. In furtherance and not in limitation of the foregoing, neither the
Administrative Agent, the Issuing Bank nor any Lender shall be responsible (in
the absence of Gross Negligence or willful misconduct in connection therewith,
as determined by the final judgment of a court of competent jurisdiction): (i)
for the form, validity, sufficiency, accuracy, genuineness or legal effect of
any document submitted by any party in connection with the application for and
issuance of the Letters of Credit, even if it should in fact prove to be in any
or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii)
for the validity or sufficiency of any instrument transferring or assigning or
purporting to transfer or assign a Letter of Credit or the rights or benefits
thereunder or proceeds thereof, in whole or in part, which may prove to be
invalid or ineffective for any reason; (iii) for failure of the beneficiary of a
Letter of Credit to comply duly with conditions required in order to draw upon
such Letter of Credit (provided the provisions of this clause (iii) shall not
prejudice or impair any claims the Domestic Borrower may bring under applicable
law for the wrongful honor of a drawing under a Letter of Credit); (iv) for
errors, omissions, interruptions or delays in transmission or delivery of any
messages, by mail, cable, telegraph, telecopy, or other similar form of
teletransmission or otherwise; (v) for errors in interpretation of technical
trade terms; (vi) for any loss or delay in the transmission or otherwise of any
document required in order to make a drawing under any Letter of Credit or of
the proceeds thereof; (vii) for the misapplication by the beneficiary of a
Letter of Credit of the proceeds of any drawing under such Letter of Credit; and
(viii) for any consequences arising from causes beyond the control of the
Administrative Agent, the Issuing Bank and the Lenders, including, without
limitation, any Governmental Acts. None of the above shall affect, impair, or
prevent the vesting of the Issuing Bank's rights or powers under this Section
3.9.

      (C) In furtherance and extension and not in limitation of the specific
provisions hereinabove set forth, any action taken or omitted by the Issuing
Bank under or in connection with the Letters of Credit or any related
certificates shall not, in the absence of Gross Negligence or willful
misconduct, as determined by the final judgment of a court of competent
jurisdiction, put the Issuing Bank, the Administrative Agent or any Lender under
any resulting liability to either Borrower or relieve either Borrower of any of
its obligations hereunder to any such Person.

                                       42



      (D) Without prejudice to the survival of any other agreement of the
Domestic Borrower hereunder, the agreements and obligations of the Domestic
Borrower contained in this Section 3.9 shall survive the payment in full of
principal and interest hereunder, the termination of the Letters of Credit, the
termination of this Agreement until all Letters of Credit shall have expired and
all indebtedness, liabilities and obligations under this Article III shall have
been paid in full.

      3.10 Cash Collateral. Notwithstanding anything to the contrary herein or
in any application for a Letter of Credit, after the occurrence and during the
continuance of a Default, the Domestic Borrower shall, upon the Administrative
Agent's or the Required Lenders' demand, deliver to the Administrative Agent for
the benefit of the Lenders and the Issuing Bank, cash, or other collateral of a
type satisfactory to the Required Lenders, having a value, as determined by such
Lenders, equal to the aggregate outstanding L/C Obligations; provided, that upon
the occurrence of a Default pursuant to clause (ii) of Section 8.1(F) or any of
clauses (iii), (iv) or (vi) of Section 8.1(G), such delivery shall be made
automatically without any requirement of demand by the Administrative Agent or
any other Person. In addition, if the Revolving Credit Availability is at any
time less than the amount of contingent L/C Obligations outstanding at any time,
the Domestic Borrower shall deposit cash collateral with the Administrative
Agent in an amount equal to the amount by which such L/C Obligations exceed such
Revolving Credit Availability. Any such collateral shall be held by the
Administrative Agent in a separate account appropriately designated as a cash
collateral account in relation to this Agreement and the Letters of Credit and
retained by the Administrative Agent for the benefit of the Lenders and the
Issuing Bank as collateral security for the Domestic Borrower's obligations in
respect of this Agreement and each of the Letters of Credit and L/C Drafts. Such
amounts shall be applied to reimburse the Issuing Bank for drawings or payments
under or pursuant to Letters of Credit or L/C Drafts, or if no such
reimbursement is required, but a Default has occurred and is continuing, to
payment of such of the other Obligations as the Administrative Agent shall
determine. If no Default shall be continuing, amounts remaining in any cash
collateral account established pursuant to this Section 3.10 which are not to be
applied to reimburse the Issuing Bank for amounts actually paid or to be paid by
the Issuing Bank in respect of a Letter of Credit or L/C Draft, shall be
returned to the Domestic Borrower (after deduction of the Administrative Agent's
reasonable out-of-pocket expenses incurred in connection with such cash
collateral account). Any cash collateral deposited under this Section 3.10, and
all interest earned thereon, shall be held by the Administrative Agent and
invested and reinvested at the reasonable and customary expense and written
direction of the Domestic Borrower in U.S. Treasury bills with maturities of no
more than ninety (90) days from the date of investment.

                       ARTICLE IV: YIELD PROTECTION; TAXES

      4.1 Yield Protection. If, on or after the date of this Agreement, the
adoption of any law or any governmental rule, regulation, policy, guideline or
directive (whether or not having the force of law), or any change in the
interpretation or administration thereof by any governmental authority, central
bank or comparable agency charged with the interpretation or administration
thereof, or compliance by any Lender or applicable Lending Installation with any
request or directive (whether or not having the force of law) of any such
authority, central bank or comparable agency:

                                       43



      (A) subjects any Lender or any applicable Lending Installation to any
Taxes, or changes the basis of taxation of payments (other than with respect to
Excluded Taxes) to any Lender in respect of its Loans or L/C Interests, or

      (B) imposes or increases or deems applicable any reserve, assessment,
insurance charge, special deposit or similar requirement against assets of,
deposits with or for the account of, or credit extended by, any Lender or any
applicable Lending Installation (other than reserves and assessments taken into
account in determining the interest rate applicable to Eurocurrency Rate
Advances), or

      (C) imposes any other condition the result of which is to increase the
cost to any Lender or any applicable Lending Installation of making, funding or
maintaining its Loans or L/C Interests or reduces any amount receivable by any
Lender or any applicable Lending Installation in connection with its Loans or
L/C Interests, or requires any Lender or any applicable Lending Installation to
make any payment calculated by reference to the amount of Loans or L/C Interests
held or interest received by it, by an amount deemed material by such Lender,

and the result of any of the foregoing is to increase the cost to such Lender or
applicable Lending Installation of making or maintaining its Loans, L/C
Interests or Revolving Loan Commitment or to reduce the return received by such
Lender or applicable Lending Installation in connection with such Loans, L/C
Interests or Revolving Loan Commitment, then, within 15 days of demand by such
Lender, the Borrowers, with respect to their Loans and other Obligations
hereunder, shall pay such Lender such additional amount or amounts as will
compensate such Lender for such increased net cost or reduction in amount
received.

      4.2 Changes in Capital Adequacy Regulations. If a Lender determines the
amount of capital required or expected to be maintained by such Lender, any
Lending Installation of such Lender or any corporation controlling such Lender
is increased as a result of a Change, then, within 15 days of demand by such
Lender, the Borrowers shall pay such Lender the amount necessary to compensate
for any shortfall in the rate of return on the portion of such increased capital
which such Lender determines is attributable to this Agreement, its Loans, L/C
Interests or its Revolving Loan Commitment hereunder (after taking into account
such Lender's policies as to capital adequacy). "CHANGE" means (i) any change
after the date of this Agreement in the Risk-Based Capital Guidelines or (ii)
any adoption of or change in any other law, governmental or quasi-governmental
rule, regulation, policy, guideline, interpretation, or directive (whether or
not having the force of law) after the date of this Agreement which affects the
amount of capital required or expected to be maintained by any Lender or any
Lending Installation or any corporation controlling any Lender. "RISK-BASED
CAPITAL GUIDELINES" means (i) the risk-based capital guidelines in effect in the
United States on the date of this Agreement, including transition rules, and
(ii) the corresponding capital regulations promulgated by regulatory authorities
outside the United States implementing the July 1988 report of the Basle
Committee on Banking Regulation and Supervisory Practices Entitled
"International Convergence of Capital Measurements and Capital Standards,"
including transition rules, and any amendments to such regulations adopted prior
to the date of this Agreement.

      4.3 Availability of Types of Advances. If any Lender reasonably determines
that maintenance of its Eurocurrency Rate Loans at a suitable Lending
Installation would violate any

                                       44



applicable law, rule, regulation, or directive, whether or not having the force
of law, or if the Required Lenders reasonably determine that (i) deposits of a
type and maturity appropriate to match fund Eurocurrency Rate Advances are not
available or (ii) the interest rate applicable to Eurocurrency Rate Advances
does not accurately reflect the cost of making or maintaining Eurocurrency Rate
Advances, then the Administrative Agent shall suspend the availability of
Eurocurrency Rate Advances and require any affected Eurocurrency Rate Advances
to be repaid or converted to Floating Rate Advances, subject to the payment of
any funding indemnification amounts required by Section 4.4.

      4.4 Funding Indemnification. If any payment of a Eurocurrency Rate Advance
occurs on a date which is not the last day of the applicable Interest Period,
whether because of acceleration, prepayment or otherwise, or a Eurocurrency Rate
Advance is not made on the date specified by a Borrower for any reason other
than default by the Lenders, the Borrowers will indemnify each Lender for any
loss or cost incurred by it resulting therefrom, including, without limitation,
any loss or cost in liquidating or employing deposits acquired to fund or
maintain such Eurocurrency Rate Advance and any loss or cost arising as a result
of the failure of a Borrower to prepay any Eurocurrency Rate Advance for which a
notice of prepayment has been given pursuant to the Loan Documents.

      4.5 Taxes. To the extent permitted by law, all payments by the Borrowers
to or for the account of any Lender or the Administrative Agent hereunder or
under any of the Loan Documents shall be made free and clear of and without
deduction for any and all Taxes. If a Borrower shall be required by law to
deduct any Taxes from or in respect of any sum payable hereunder to any Lender,
Issuing Bank or the Administrative Agent, (a) the sum payable shall be increased
as necessary so that after making all required deductions (including deductions
applicable to additional sums payable under this Section 4.5) such Lender,
Issuing Bank or the Administrative Agent (as the case may be) receives an amount
equal to the sum it would have received had no such deductions been made, (b)
such Borrower shall make such deductions, (c) such Borrower shall pay the full
amount deducted to the relevant authority in accordance with applicable law and
(d) such Borrower shall furnish to the Administrative Agent the original copy of
a receipt evidencing payment thereof within 30 days after such payment is made.

      (i) To the extent permitted by law, each Borrower hereby agrees to pay any
present or future stamp or documentary taxes and any other excise or property
taxes, charges or similar levies which arise from any payment made hereunder or
under any Note issued by it or from the execution or delivery of, or otherwise
with respect to, this Agreement or any Note issued by it ("OTHER TAXES").

      (ii) To the extent permitted by law, each Borrower hereby agrees to
indemnify the Administrative Agent and each Lender for the full amount of Taxes
or Other Taxes (including, without limitation, any Taxes or Other Taxes imposed
on amounts payable under this Section 4.5) paid by the Administrative Agent or
such Lender and any liability (including penalties, interest and expenses)
arising therefrom or with respect thereto. Payments due under this
indemnification shall be made within 30 days of the date the Administrative
Agent or such Lender makes demand therefor pursuant to Section 4.6, unless the
applicable Borrower, in good faith and in a court of competent jurisdiction, has
challenged the accrual of such Taxes, Other Taxes and related payments or its
obligation to make indemnity payments to the Administrative

                                       45



Agent or such Lender, in which case such indemnity payment shall be made if a
final non-appealable judgment is rendered in such matter which runs in favor of
the Administrative Agent or such Lender or which confirms the applicable
Borrower's obligation to pay such Taxes, Other Taxes or related amounts.

      (iii) (A) Each Lender that is not incorporated under the laws of the
United States of America or a state thereof (each a "NON-U.S. LENDER") agrees
that it will, not more than ten (10) Business Days after the date of this
Agreement, (i) deliver to each of the Borrowers and the Administrative Agent two
duly completed copies of United States Internal Revenue Service Form W-8BEN or
W-8ECI, certifying in either case that such Lender is entitled to receive
payments under this Agreement without deduction or withholding of any United
States federal income taxes, and (ii) deliver to each of the Borrowers and the
Administrative Agent an appropriate and duly completed United States Internal
Revenue Form W-8 or W-9, as the case may be, and certify that it is entitled to
an exemption from United States backup withholding tax. Each Non-U.S. Lender
further undertakes to deliver to each of the Borrowers and the Administrative
Agent (x) renewals or additional copies of such form (or any successor form) on
or before the date that such form expires or becomes obsolete, and (y) after the
occurrence of any event requiring a change in the most recent forms so delivered
by it, such additional forms or amendments thereto as may be reasonably
requested by the Borrowers or the Administrative Agent. All forms or amendments
described in the preceding sentence shall certify that such Lender is entitled
to receive payments under this Agreement without deduction or withholding of any
United States federal income taxes, unless an event (including without
limitation any change in treaty, law or regulation) has occurred prior to the
date on which any such delivery would otherwise be required which renders all
such forms inapplicable or which would prevent such Lender from duly completing
and delivering any such form or amendment with respect to it and such Lender
advises the Borrowers and the Administrative Agent that it is not capable of
receiving payments without any deduction or withholding of United States federal
income tax.

      (B) Each Lender that is seeking relief from Japanese income tax on
interest pursuant to the Income Tax Convention between Japan and the United
States of America (each a "US LENDER") agrees that it will, at least 10 Business
Days prior to the first date on which interest or fees are payable hereunder to
such US Lender by the Japanese Borrower, deliver to each of the Japanese
Borrower and the Administrative Agent two duly completed and fully executed
originals of (i) such Japanese forms as are required from time to time by
applicable law, rule or regulation, including, as of the date hereof, the
following forms which are attached hereto as Exhibit N-1 and which shall be
registered with the district director of the appropriate district tax office in
Japan: Form 2 - "Application Form For Income Tax Convention (Relief from
Japanese Income Tax on Interest)" and Form 17 - "Attachment Form For Limitation
on Benefits Article", and (ii) such U.S. forms as are required from time to time
by applicable law, rule, regulation or treaty, including, as of the date hereof,
the following form which is attached hereto as Exhibit N-2, which shall be
registered with the district director of the appropriate district tax office in
Japan, and which is completed by the IRS: Form 6166. Such forms, and documents
showing "the details of circumstances evidencing the satisfaction of the
conditions" entered in line 5, as referred to in Note 13 of Form 2 (including a
Japanese translation if the documents are not written in Japanese), if required,
when taken together, evidence the fact that such US Lender is entitled to
receive payments of interest under this Agreement without deduction or
withholding of any Japanese income taxes. In the event a US Lender is not
legally entitled to receive or

                                       46



deliver such forms under the laws of Japan or the laws of the United States of
America, a duly authorized officer of such US Lender shall deliver a certificate
indicating that such US Lender is permitted under the provisions of applicable
tax treaties or applicable laws to receive interest on Loans made to the
Japanese Borrower without deduction or withholding of any Japanese income tax.
Any US Lender that delivers such a certificate shall indemnify the Japanese
Borrower for any and all losses, costs or expenses which may arise if the
certification set forth therein is inaccurate or is not effective to establish
an exemption from deduction or withholding of any tax. Each US Lender further
undertakes to deliver to each of the Japanese Borrower and the Administrative
Agent (x) renewals or additional copies of the above-described forms (or any
successor forms) on or before the date that such forms expire or become
obsolete, and (y) after the occurrence of any event requiring a change in the
most recent forms so delivered by it, such additional forms or amendments
thereto as may be reasonably requested by the Japanese Borrower or the
Administrative Agent. All forms, amendments or certificates described above
shall certify that such US Lender is entitled to receive interest payments under
this Agreement without deduction or withholding of any Japanese income taxes,
unless an event (including without limitation any change in treaty, law or
regulation) has occurred which renders such forms or certificates inapplicable
or insufficient or which would prevent such US Lender from duly completing and
delivering any such form, certificate or amendment with respect to it or which
reduces or eliminates such US Lender's right to receive interest payments
without any deduction or withholding of Japanese income tax, and such US Lender
advises the Japanese Borrower and the Administrative Agent that it is not
capable of receiving interest payments without any deduction or withholding of
Japanese income tax.

      (C) Each Lender that is seeking relief from Japanese income tax on
interest pursuant to any tax treaty between Japan and the jurisdiction under
which such Lender is organized (each a "TREATY LENDER") agrees that it will, at
least 10 Business Days prior to the first date on which interest or fees are
payable hereunder to such Treaty Lender by the Japanese Borrower, deliver to
each of the Japanese Borrower and the Administrative Agent two duly completed
and fully executed originals of (i) such Japanese forms as are required from
time to time by applicable law, rule, regulation or treaty, and (ii) such forms
(promulgated by the appropriate authorities of the jurisdiction under which such
Treaty Lender is organized) as are required from time to time by applicable law,
rule, regulation or treaty. Such forms, and documents containing all information
required by any tax treaty between Japan and the jurisdiction under which such
Treaty Lender is organized, when taken together, evidence the fact that such
Treaty Lender is entitled to receive payments of interest under this Agreement
without deduction or withholding of any Japanese income taxes or with deduction
or withholding at a reduced rate. In the event a Treaty Lender is not legally
entitled to receive or deliver such forms under the laws of Japan or the laws of
the jurisdiction under which such Treaty Lender is organized, a duly authorized
officer of such Treaty Lender shall deliver a certificate indicating that such
Treaty Lender is permitted under the provisions of applicable tax treaties or
applicable laws to receive interest on Loans made to the Japanese Borrower
without the applicable deduction or withholding of any Japanese income tax or
with deduction or withholding at a reduced rate. Any Treaty Lender that delivers
such a certificate shall indemnify the Japanese Borrower for any and all losses,
costs or expenses which may arise if the certification set forth therein is
inaccurate or is not effective to establish an exemption from deduction or
withholding of any tax. Each Treaty Lender further undertakes to deliver to each
of the Japanese Borrower and the Administrative Agent (x) renewals or additional
copies of the above-described forms (or any successor forms) on or before

                                       47



the date that such forms expire or become obsolete, and (y) after the occurrence
of any event requiring a change in the most recent forms so delivered by it,
such additional forms or amendments thereto as may be reasonably requested by
the Japanese Borrower or the Administrative Agent. All forms, amendments or
certificates described above shall certify that such Treaty Lender is entitled
to receive interest payments under this Agreement without deduction or
withholding of any Japanese income taxes, unless an event (including without
limitation any change in treaty, law or regulation) has occurred which renders
such forms or certificates inapplicable or insufficient or which would prevent
such Treaty Lender from duly completing and delivering any such form,
certificate or amendment with respect to it or which reduces or eliminates such
Treaty Lender's right to receive interest payments without any deduction or
withholding of Japanese income tax, and such Treaty Lender advises the Japanese
Borrower and the Administrative Agent that it is not capable of receiving
interest payments without any deduction or withholding of Japanese income tax.

      (iv) (A) For any period during which a Non-U.S. Lender has failed to
provide the Borrowers with an appropriate form pursuant to clause (iii)(A) above
(unless such failure is due to a change in treaty, law or regulation, or any
change in the interpretation or administration thereof by any governmental
authority, occurring subsequent to the date on which a form originally was
required to be provided), such Non-U.S. Lender shall not be entitled to
indemnification under this Section 4.5 with respect to Taxes imposed by the
United States; provided that, should a Non-U.S. Lender which is otherwise exempt
from or subject to a reduced rate of withholding tax become subject to Taxes
because of its failure to deliver a form required under clause (iii)(A) above,
the Borrowers shall take such steps as such Non-U.S. Lender shall reasonably
request to assist such Non-U.S. Lender to recover such Taxes.

      (B) For any period during which a US Lender has failed to provide the
Japanese Borrower with an appropriate form or certificate pursuant to clause
(iii)(B) above (unless such failure is due to a change in treaty, law or
regulation, or any change in the interpretation or administration thereof by any
governmental authority, occurring subsequent to the date on which a form or
certificate originally was required to be provided), such US Lender shall not be
entitled to indemnification under this Section 4.5 with respect to Taxes imposed
by Japan; provided that, should a US Lender which is otherwise exempt from or
subject to a reduced rate of withholding tax become subject to Taxes because of
its failure to deliver a form required under clause (iii)(B) above, the Japanese
Borrower shall take such steps, at the expense of such US Lender, as such US
Lender shall reasonably request to assist such US Lender to recover such Taxes.

      (C) For any period during which a Treaty Lender has failed to provide the
Japanese Borrower with an appropriate form or certificate pursuant to clause
(iii)(C) above (unless such failure is due to a change in treaty, law or
regulation, or any change in the interpretation or administration thereof by any
governmental authority, occurring subsequent to the date on which a form or
certificate originally was required to be provided), such Treaty Lender shall
not be entitled to indemnification under this Section 4.5 with respect to Taxes
imposed by Japan; provided that, should a Treaty Lender which is otherwise
exempt from or subject to a reduced rate of withholding tax become subject to
Taxes because of its failure to deliver a form required under clause (iii)(C)
above, the Japanese Borrower shall take such steps, at the expense of such
Treaty Lender, as such Treaty Lender shall reasonably request to assist such
Treaty Lender to recover such Taxes.

                                       48



      (v) Any Lender that is entitled to an exemption from or reduction of
withholding tax with respect to payments under this Agreement or any Note
pursuant to the law of any relevant jurisdiction or any treaty shall deliver to
the Borrowers (with a copy to the Administrative Agent), at the time or times
prescribed by applicable law, such properly completed and executed documentation
prescribed by applicable law as will permit such payments to be made without
withholding or at a reduced rate.

      (vi) If the U.S. Internal Revenue Service or any other governmental
authority of the United States or any other country or any political subdivision
thereof asserts a claim that the Administrative Agent did not properly withhold
Tax from amounts paid to or for the account of any Lender (because the
appropriate form was not delivered or properly completed, because such Lender
failed to notify the Administrative Agent of a change in circumstances which
rendered its exemption from withholding ineffective, or for any other reason),
such Lender shall indemnify the Administrative Agent fully for all amounts paid,
directly or indirectly, by the Administrative Agent as Tax, withholding
therefor, or otherwise, including penalties and interest, and including taxes
imposed by any jurisdiction on amounts payable to the Administrative Agent under
this subsection, together with all costs and expenses related thereto (including
attorneys fees and time charges of attorneys for the Administrative Agent, which
attorneys may be employees of the Administrative Agent). The obligations of the
Lenders under this Section 4.5(vi) shall survive the payment of the Obligations,
the termination of the Letters of Credit and termination of this Agreement.

      4.6 Lender Statements; Survival of Indemnity. To the extent reasonably
possible, each Lender shall designate an alternate Lending Installation with
respect to its Eurocurrency Rate Loans to reduce any liability of the Borrowers
to such Lender under Sections 4.1, 4.2, 4.5 and 4.8 or to avoid the
unavailability of Eurocurrency Rate Advances under Section 4.3, so long as such
designation is not, in the judgment of such Lender, disadvantageous to such
Lender. Each Lender shall deliver a written statement of such Lender to the
Borrowers (with a copy to the Administrative Agent) as to the amount due, if
any, under Section 4.1, 4.2, 4.4, 4.5 or 4.8 as promptly as practicable but in
any event within ninety (90) days after it obtains actual knowledge thereof.
Such written statement shall set forth in reasonable detail the calculations
upon which such Lender determined such amount and shall be prima facie evidence
of the information set forth therein. Determination of amounts payable under
such Sections in connection with a Eurocurrency Rate Loan shall be calculated as
though each Lender funded its Eurocurrency Rate Loan through the purchase of a
deposit of the type and maturity corresponding to the deposit used as a
reference in determining the Eurocurrency Rate applicable to such Loan, whether
in fact that is the case or not. Unless otherwise provided herein, the amount
specified in the written statement of any Lender shall be payable on demand
after receipt by the Borrowers of such written statement. The obligations of the
Borrowers under Sections 4.1, 4.2, 4.4, 4.5 and 4.8 shall survive payment of the
Obligations, termination of the Letters of Credit and termination of this
Agreement.

      4.7 Limitation of Japanese Borrower Liability. Notwithstanding anything to
the contrary in this Article IV, the Japanese Borrower shall only be liable for
amounts owing under this Article IV in connection with its Loans and other
Obligations. The Japanese Borrower shall not be liable for amounts owing under
this Article IV in connection with the Domestic Borrower's Loans and other
Obligations.

                                       49



      4.8 Non-U.S. Reserve Costs or Fees. If any law or any governmental rule,
regulation, policy, guideline or directive of any jurisdiction outside of the
United States of America or any subdivision thereof (whether or not having the
force of law), imposes or deems applicable any reserve requirement against or
fee with respect to assets of, deposits with or for the account of, or credit
extended by, any Lender or any applicable Lending Installation, and the result
of the foregoing is to increase the cost to such Lender or applicable Lending
Installation of making or maintaining its Loans to the Japanese Borrower or its
Revolving Loan Commitment in respect of the Japanese Borrower or to reduce the
return received by such Lender or applicable Lending Installation in connection
with such Loans or its Revolving Loan Commitment in respect of the Japanese
Borrower, then, within 15 days of demand by such Lender, the Japanese Borrower
shall pay such Lender such additional amount or amounts as will compensate such
Lender for such increased cost or reduction in amount received. The Domestic
Borrower shall make any such payment to the applicable Lender if the Japanese
Borrower fails to make such payment.

                         ARTICLE V: CONDITIONS PRECEDENT

      5.1 Initial Advances and Letters of Credit. The Lenders shall not be
required to make the initial Loans or issue or participate in any Letters of
Credit unless:

      (A) the Domestic Borrower has furnished to the Administrative Agent each
of the following, with sufficient copies for the Lenders, all in form and
substance satisfactory to the Administrative Agent and the Lenders:

      (i) Copies of the certificate of incorporation (or equivalent
organizational document(s)) of the Borrowers and each of the Guarantors
(collectively, the "LOAN PARTIES"), together with all amendments and, where
applicable, a certificate of good standing, both certified by the appropriate
governmental officer in its jurisdiction of organization;

      (ii) Copies, certified by the Secretary or Assistant Secretary of each of
the Loan Parties, of its By-Laws and of its Board of Directors' resolutions, or
the equivalents thereof (and resolutions of other bodies, if any are deemed
necessary by counsel for any Lender), authorizing the execution of the Loan
Documents entered into by it;

      (iii) An incumbency certificate, executed by the Secretary or Assistant
Secretary of each of the Loan Parties, which shall identify by name and title
and bear the signature of the officers of the Loan Parties authorized to sign
the Loan Documents and of each Borrower authorized to make borrowings hereunder,
upon which certificate the Lenders shall be entitled to rely until informed of
any change in writing by the applicable Borrower;

      (iv) The written opinion of counsel to the Borrowers and the Guarantors,
addressed to the Administrative Agent and the Lenders, in substantially the form
attached hereto as Exhibit E and containing assumptions and qualifications
acceptable to the Administrative Agent and the Lenders;

      (v) Written money transfer instructions reasonably requested by the
Administrative Agent, addressed to the Administrative Agent and signed by an
Authorized Officer;

                                       50



      (vi) Payoff and termination letter evidencing the repayment of all amounts
owing under and the termination of (a) the Domestic Borrower's Second Amended
and Restated Credit Agreement, dated as of November 24, 2003, to which the Agent
and certain of the Lenders are subject, and (b) Catalina Marketing Japan, K.K.'s
Credit Agreement, dated as of November 24, 2003, to which certain of the Lenders
are subject, in each case together with the termination of and repayment of
amounts under all of the agreements, documents, and instruments delivered in
connection therewith, including without limitation, all collateral documents
securing obligations owing thereunder;

      (vii) Such other documents as the Administrative Agent or any Lender or
its counsel may have reasonably requested, including, without limitation, all of
the documents reflected on the List of Closing Documents attached as Exhibit F
to this Agreement;

      (viii) Evidence satisfactory to the Administrative Agent that the
Borrowers have paid to the Administrative Agent and the Arranger the fees agreed
to in the fee letter dated June 25, 2004, among the Administrative Agent, the
Arranger and the Borrower; and

      (ix) Evidence satisfactory to the Administrative Agent that the Borrowers
have paid to the Administrative Agent the fees owing hereunder to the
Administrative Agent and the Lenders.

      (B) The Administrative Agent shall have determined to its reasonable
satisfaction that there exists no injunction or temporary restraining order
which, in the judgment of the Administrative Agent, would prohibit the making of
the Loans or any litigation seeking such an injunction or restraining order.

      5.2 Each Advance and Letter of Credit. The Lenders shall not be required
to make any Advance, or issue any Letter of Credit, unless on the applicable
Borrowing Date, or in the case of a Letter of Credit, the date on which the
Letter of Credit is to be issued:

      (A) There exists no Default or Unmatured Default;

      (B) The representations and warranties contained in Article VI (other than
such representations and warranties as are made as of a specific date, in which
case, such representations and warranties shall be true in all material respects
as of such date) are true and correct in all material respects as of such
Borrowing Date except for changes in the Schedules to this Agreement reflecting
transactions permitted by or not in violation of this Agreement; and

      (C) The Revolving Credit Obligations do not, and after making such
proposed Advance or issuing such Letter of Credit would not, exceed the
Aggregate Revolving Loan Commitment;

Each Borrowing/Election Notice with respect to each such Advance and the letter
of credit application with respect to each Letter of Credit shall constitute a
representation and warranty by each Borrower that the conditions contained in
Sections 5.2(A) and (B) have been satisfied. The Required Lenders may require a
duly completed officer's certificate in substantially the form of Exhibit G
hereto as a condition to making an Advance.

      5.3 Condition Subsequent. Within 60 days of the date hereof (or such later
date as may be agreed to by the Administrative Agent in its sole discretion),
the Japanese Borrower shall

                                       51



have caused to be delivered to the Administrative Agent, for its benefit and for
the benefit of the Lenders, an opinion letter from Paul, Hastings, Janofsky &
Walker LLP in form and substance substantially similar to Exhibit O hereto (with
such modifications as may be agreed to by the Administrative Agent in its sole
discretion).

                   ARTICLE VI: REPRESENTATIONS AND WARRANTIES

      In order to induce the Administrative Agent and the Lenders to enter into
this Agreement and to make the Loans and the other financial accommodations to
the Borrowers and to issue the Letters of Credit described herein, the Domestic
Borrower (and the Japanese Borrower, subject to Sections 1.3(B) and 4.7, hereby
acknowledges and agrees that (i) unless any representation or warranty contained
in this Article VI expressly relates solely to the Domestic Borrower, the
Japanese Borrower is deemed to make such representation or warranty as a
"Borrower" and (ii) for a determination of compliance with any representation or
warranty, the Japanese Borrower, unless expressly excluded, shall also be
considered a "Subsidiary" of the Domestic Borrower for purposes of this Article
VI) represents and warrants as follows to each Lender and the Administrative
Agent as of the Closing Date (with the understanding that each reference to
Borrower and its Subsidiaries in this Article shall mean the Domestic Borrower
and its Subsidiaries), giving effect to the consummation of the transactions
contemplated by the Loan Documents on the Closing Date, and thereafter on each
date as required by Section 5.2 (other than with respect to those
representations and warranties made as of a specific date, in which case, such
representations and warranties shall be true in all material respects as of such
date):

      6.1 Organization; Corporate Powers. The Borrower and each of its
Subsidiaries (A) is a corporation, limited liability company, partnership or
other commercial entity duly organized, validly existing and in good standing
under the laws of the jurisdiction of its organization, (B) is duly qualified to
do business as a foreign entity and is in good standing under the laws of each
jurisdiction in which failure to be so qualified and in good standing could
reasonably be expected to have a Material Adverse Effect, and (C) has all
requisite power and authority to own, operate and encumber its property and to
conduct its business as presently conducted.

      6.2 Authority.

      (A) The Borrower and each of its Subsidiaries has the requisite corporate
or limited liability company power and authority to execute, deliver and perform
each of the Loan Documents which are to be executed by it or which have been
executed by it as required by this Agreement and the other Loan Documents.

      (B) The execution, delivery and performance, as the case may be, of each
of the Loan Documents which must be executed or filed by the Borrower or any of
its Subsidiaries or which have been executed as required by this Agreement, the
other Loan Documents or otherwise and to which the Borrower or any of its
Subsidiaries is party, and the consummation of the transactions contemplated
thereby, have been duly approved by the respective boards of directors and, if
necessary, the shareholders of the Borrower and its Subsidiaries, and such
approvals have not been rescinded. No other corporate action or proceedings on
the part of the Borrower or its Subsidiaries are necessary to consummate the
transactions contemplated by the Loan Documents.

                                       52



      (C) Each of the Loan Documents to which the Borrower or any of its
Subsidiaries is a party has been duly executed and delivered by it and
constitutes its legal, valid and binding obligation, enforceable against it in
accordance with its terms (except as enforceability may be limited by
bankruptcy, insolvency, or similar laws affecting the enforcement of creditors'
rights generally), is in full force and effect.

      6.3 No Conflict; Governmental Consents. The execution, delivery and
performance of each of the Loan Documents to which the Borrower or any of its
Subsidiaries is a party do not and will not (A) conflict with the certificate or
articles of incorporation or by-laws (or equivalent charter documents) of the
Borrower or any such Subsidiary, (B) (i) constitute a tortious interference with
any Contractual Obligation of any Person which could reasonably be expected to
have a Material Adverse Effect, (ii) conflict with, result in a breach of or
constitute (with or without notice or lapse of time or both) a default under any
Requirement of Law which could reasonably be expected to have a Material Adverse
Effect, or (iii) conflict with, result in a breach of or constitute (with or
without notice or lapse of time or both) a default under any material
Contractual Obligation of the Borrower or any such Subsidiary, or require
termination of any such material Contractual Obligation, (C) result in or
require the creation or imposition of any Lien whatsoever upon any of the
property or assets of the Borrower or any such Subsidiary, other than Liens
permitted or created by the Loan Documents, or (D) require any approval of the
Borrower's or any such Subsidiary's Board of Directors or shareholders except
such as have been obtained or the failure of which to obtain could not
reasonably be expected to have a Material Adverse Effect. The execution,
delivery and performance of each of the Loan Documents to which the Borrower or
any of its Subsidiaries is a party do not and will not require any registration
with, consent or approval of, or notice to, or other action to, with or by any
Governmental Authority, except filings, consents or notices which have been
made, obtained or given, or which, if not made, obtained or given, individually
or in the aggregate could not reasonably be expected to have a Material Adverse
Effect.

      6.4 Financial Statements.

      (A) Complete copies of the unaudited financial statements of the Domestic
Borrower and its Subsidiaries for the quarter ended June 30, 2004 have been
delivered to the Administrative Agent.

      (B) Complete copies of the audited financial statements of the Domestic
Borrower and its Subsidiaries for the fiscal year ended March 31, 2004 and the
audit report related thereto have been delivered to the Administrative Agent.

      (C) The financial statements referred to in clauses (A) and (B) above were
each prepared in accordance with Agreement Accounting Principles and fairly
present in all material respects the consolidated financial condition and
operations of the Domestic Borrower and its Subsidiaries at such dates and the
results of operations for the respective periods then ended.

      6.5 No Material Adverse Change. Since March 31, 2004, there has occurred
no change in the business, properties, condition (financial or otherwise),
performance, results of operations or prospects of either Borrower, or the
Borrower and its Subsidiaries taken as a whole or any other event which has had
or could reasonably be expected to have a Material Adverse Effect.

                                       53



      6.6 Taxes.

      (A) Tax Examinations. Except as could not reasonably be expected to have a
Material Adverse Effect, all deficiencies which have been asserted against the
Borrower or any of the Borrower's Subsidiaries as a result of any federal,
state, local or foreign tax examination for each taxable year in respect of
which an examination has been conducted have been fully paid or finally settled,
or are being contested in good faith and adequate reserves have been
established, and no issue has been raised by any taxing authority in any such
examination which, by application of similar principles, reasonably can be
expected to result in assertion by such taxing authority of a material
deficiency for any other year not so examined which has not been reserved for in
the Borrower's consolidated financial statements to the extent, if any, required
by Agreement Accounting Principles. Except as permitted pursuant to Section
7.2(D), neither the Borrower nor any of the Borrower's Subsidiaries anticipates
any material tax liability with respect to the years which have not been closed
pursuant to applicable law.

      (B) Payment of Taxes. All material tax returns and reports of the Borrower
and its Subsidiaries required to be filed have been timely filed, and all
material taxes, assessments, fees and other governmental charges thereupon and
upon their respective property, assets, income and franchises which are shown in
such returns or reports to be due and payable have been paid except those items
which are being contested in good faith and have been reserved for in accordance
with Agreement Accounting Principles. The Borrower has no knowledge of any
proposed tax assessment against the Borrower or any of its Subsidiaries that
will have or could reasonably be expected to have a Material Adverse Effect.

      6.7 Litigation; Loss Contingencies and Violations. Except as could not
reasonably be expected to have a Material Adverse Effect or as set forth in
Schedule 6.7 (the "DISCLOSED LITIGATION"), there is no action, suit, proceeding,
arbitration or, to the Borrower's knowledge, investigation before or by any
Governmental Authority or private arbitrator pending or, to the Borrower's
knowledge, threatened against the Borrower, any of its Subsidiaries or any
property of any of them. Neither any of the Disclosed Litigation nor any action,
suit, proceeding, arbitration or investigation which has commenced since the
Closing Date (or the most recent update of the Disclosed Litigation) (i)
challenges the validity or the enforceability of any material provision of the
Loan Documents (unless if such claim is brought by any Person other than the
Borrower, any Guarantor or any of their Affiliates, such claim has no reasonable
likelihood of success on the merits) or (ii) has or could reasonably be expected
to have a Material Adverse Effect. There is no material loss contingency within
the meaning of Agreement Accounting Principles which has not been reflected in
the consolidated financial statements of the Domestic Borrower prepared and
delivered pursuant to Section 7.1(A) for the fiscal period during which such
material loss contingency was incurred. Neither the Borrower nor any of its
Subsidiaries is (A) in violation of any applicable Requirements of Law which
violation will have or could reasonably be expected to have a Material Adverse
Effect, or (B) subject to or in default with respect to any final judgment,
writ, injunction, restraining order or order of any nature, decree, rule or
regulation of any court or Governmental Authority which will have or could
reasonably be expected to have a Material Adverse Effect.

      6.8 Subsidiaries. Schedule 6.8 to this Agreement (i) contains a
description of the corporate structure of the Domestic Borrower, its
Subsidiaries and any other Person in which the

                                       54



Domestic Borrower or any of its Subsidiaries holds an Equity Interest; and (ii)
accurately sets forth (A) the correct legal name, the jurisdiction of
organization and the jurisdictions in which each of the Domestic Borrower and
the direct and indirect Subsidiaries of the Domestic Borrower are qualified to
transact business as a foreign corporation, (B) the authorized, issued and
outstanding shares of each class of Capital Stock of the Domestic Borrower and
each of its Subsidiaries and the owners of such shares (both as of the Initial
Funding Date and on a fully-diluted basis), and (C) a summary of the direct and
indirect partnership, joint venture, or other Equity Interests, if any, of the
Domestic Borrower and each Subsidiary of the Domestic Borrower in any Person
that is not a corporation. After the formation or acquisition of any New
Subsidiary permitted under Section 7.3(D), if requested by the Administrative
Agent, the Domestic Borrower shall provide a supplement to Schedule 6.8 to this
Agreement. The outstanding Capital Stock of the Domestic Borrower and each of
the Domestic Borrower's Subsidiaries (to the extent such Subsidiaries are
corporations) is duly authorized, validly issued, fully paid and nonassessable
and is not Margin Stock. All of the Domestic Borrower's Subsidiaries, except for
the Japanese Borrower, are organized under the laws of any state of the United
States and have substantially all of their operations conducted within the
United States.

      6.9 ERISA. (A) Set forth in Part A of Schedule 6.9 is a true and complete
list of each Plan that, as of the date of this Agreement, is or was an "employee
pension benefit plan" (as such term is defined in Section 3(2) of ERISA). Set
forth in Part A of Schedule 6.9 is a true and complete list of each Plan that,
as of the date of this Agreement, is or was an "employee welfare benefit plan"
(as such term is defined in Section 3(l) of ERISA).

      (B) Set forth in Part B of Schedule 6.9 is a true and complete list of
each Non-ERISA Commitment adopted by the Borrower or any of its Subsidiaries and
in effect as of the date of this Agreement. Part B of Schedule 6.9 also includes
a true and complete list of each Non-ERISA Commitment which as of the date of
this Agreement the Borrower or any of its Subsidiaries intends to adopt. Part B
of Schedule 6.9 contains a true and complete description, as of the date of this
Agreement, of all oral Non-ERISA Commitments. The Borrower has not as of the
date of this Agreement adopted any Non-ERISA Commitment other than those
described on Schedule 6.9.

      (C) For purposes of this Section 6.9(C), "material" means any amount,
noncompliance or basis for liability which could reasonably be likely to subject
the Borrower or any of its Subsidiaries to liability, individually or in the
aggregate of an amount in excess of $15,000,000. Except as disclosed on Part C
of Schedule 6.9, no Benefit Plan has incurred any material accumulated funding
deficiency (as defined in Sections 302(a)(2) of ERISA and 412(a) of the Code)
whether or not waived. Neither the Borrower nor any member of the Controlled
Group has incurred any material liability to the PBGC which remains outstanding
other than the payment of premiums, and there are no premium payments which have
become due which are unpaid. With respect to each Benefit Plan, Schedule B to
the most recent annual report filed with the IRS with respect to such plan is
complete and accurate. Since the date of each such Schedule B, there has been no
material adverse change in the funding status or financial condition of the
Benefit Plan relating to such Schedule B. As of the last day of the most recent
prior plan year, the market value of assets under each Benefit Plan, other than
any Multiemployer Plan, was not by a material amount less than the present value
of benefit liabilities thereunder (determined in accordance with the actuarial
valuation assumptions

                                       55



described therein). Neither the Borrower nor any member of the Controlled Group
has (i) failed to make a required contribution or payment to a Multiemployer
Plan of a material amount or (ii) incurred a material complete or partial
withdrawal under Section 4203 or Section 4205 of ERISA from a Multiemployer
Plan. Neither the Borrower nor any member of the Controlled Group has failed to
make an installment or any other payment of a material amount required under
Section 412 of the Code on or before the due date for such installment or other
payment. Neither the Borrower nor any member of the Controlled Group is required
to provide security of a material amount to a Benefit Plan pursuant to Section
401(a)(29) of the Code due to a plan amendment that results in an increase in
current liability for the plan year. Neither the Borrower nor any of its
Subsidiaries maintains or contributes to any employee welfare benefit plan
within the meaning of Section 3(l) of ERISA or any other arrangement which
provides benefits to one or more employees, officers, directors, or consultants
after termination of employment other than as required by Section 601 of ERISA
and other than any such plan or arrangement with respect to which the Borrower
and its Subsidiaries do not have any liability of a material amount. Each Plan
which is intended to be qualified under Section 401(a) of the Code as currently
in effect is so qualified, and each trust related to any such Plan is exempt
from federal income tax under Section 501(a) of the Code as currently in effect.
With respect to each Plan, the Borrower and all Subsidiaries and all fiduciaries
are in compliance in all material respects with the responsibilities,
obligations and duties imposed on them by ERISA and the Code. Each Plan and
Non-ERISA Commitment complies in all material respects in form, and has been
administered in all material respects in accordance with its terms and, in
accordance with all laws and regulations, including but not limited to ERISA and
the Code. There is no material action, suit or claim pending or threatened with
respect to any Plan other than routine claims for benefits. There have been no
and there is no prohibited transaction described in Sections 406 of ERISA or
4975 of the Code with respect to any Plan for which a statutory or
administrative exemption does not exist which could reasonably be expected to
subject the Borrower to material liability. Neither the Borrower nor any member
of the Controlled Group has taken or failed to take any action which would
constitute or result in a Termination Event, which action or inaction could
reasonably be expected to subject the Borrower or any of its Subsidiaries to
material liability. Neither the Borrower nor any Subsidiary is subject to any
material liability under, or has any potential material liability under, Section
4063, 4064, 4069, 4204 or 4212(c) of ERISA and no other member of the Controlled
Group is subject to any material liability under, or has any potential material
liability under, Section 4063, 4064, 4069, 4204 or 4212(c) of ERISA. Neither the
Borrower nor any of its Subsidiaries has, by reason of the transactions
contemplated by this Agreement or any of the other Loan Documents, any
obligation to make any payment to any current or former employee, director,
officer or consultant pursuant to any Plan or Non-ERISA Commitment or any
obligation to make any such payment at a time earlier than when it would be
otherwise payable.

      6.10 Accuracy of Information. The written information, exhibits and
reports furnished by or on behalf of the Borrower and any of its Subsidiaries to
the Administrative Agent or to any Lender in connection with the negotiation of,
or compliance with, the Loan Documents, the representations and warranties of
the Borrower and its Subsidiaries contained in the Loan Documents, and all
certificates and documents delivered to the Administrative Agent and the Lenders
pursuant to the terms thereof, taken as a whole, do not contain as of the date
furnished any untrue statement of a material fact or omit to state a material
fact necessary in order to make the statements contained herein or therein, in
light of the circumstances under which they were

                                       56



made, not misleading; provided, that with respect to projected financial
information, the Borrowers represent only that such information was prepared in
good faith based upon assumptions believed to be reasonable at the time made (it
being understood that no assurance has been or will be given that any
projections will be achieved).

      6.11 Securities Activities. Neither the Borrower nor any of its
Subsidiaries is engaged in the business of extending credit for the purpose of
purchasing or carrying Margin Stock.

      6.12 Material Agreements. There exists no default by the Borrower or any
of its Subsidiaries, or, to the best of the Borrower's knowledge, by any other
party under any Contractual Obligation to which the Borrower or any of its
Subsidiaries are party, which default is reasonably likely to have a Material
Adverse Effect.

      6.13 Compliance with Laws. The Borrower and its Subsidiaries are in
compliance with all Requirements of Law (other than Environmental, Health and
Safety Requirements of Law, compliance with which shall be governed pursuant to
the provisions of Section 6.18 below) applicable to them and their respective
businesses, in each case where the failure to so comply individually or in the
aggregate could reasonably be expected to have a Material Adverse Effect.

      6.14 Assets and Properties. The Borrower and each of its Subsidiaries has
good and marketable title to all of its assets and properties (tangible and
intangible, real or personal) owned by it or a valid leasehold interest in all
of its leased assets (except insofar as marketability may be limited by any laws
or regulations of any Governmental Authority affecting such assets), and all
such assets and property are free and clear of all Liens, except Liens permitted
under Section 7.3(B). Substantially all of the assets and properties owned by,
leased to or used by the Borrower and/or each such Subsidiary of the Borrower
are in adequate operating condition and repair, ordinary wear and tear excepted.
Neither this Agreement nor any other Loan Document, nor any transaction
contemplated under any such agreement, will affect any right, title or interest
of the Borrower or such Subsidiary in and to any of such assets in a manner that
has or could reasonably be expected to have a Material Adverse Effect.

      6.15 Statutory Indebtedness Restrictions. Neither the Borrower nor any of
its Subsidiaries is subject to regulation under the Public Utility Holding
Company Act of 1935, the Federal Power Act, the Interstate Commerce Act, or the
Investment Company Act of 1940, or any other federal or state statute or
regulation which limits its ability to incur indebtedness or its ability to
consummate the transactions contemplated hereby.

      6.16 Insurance. The insurance policies and programs in effect with respect
to the respective properties, assets, liabilities and business of the Borrower
and its Subsidiaries reflect coverage that is reasonably consistent with prudent
industry practice.

      6.17 Labor Matters. To the best of the Borrower's knowledge, no attempt to
organize the employees of the Borrower, and no labor disputes, strikes or
walkouts affecting the operations of the Borrower or any of its Subsidiaries, is
pending, or, to the Borrower's knowledge, threatened, planned or contemplated,
which has or could reasonably be expected to have a Material Adverse Effect.

                                       57



      6.18 Environmental Matters. (A) Except as disclosed on Schedule 6.18 to
this Agreement

            (i) the operations of the Borrower and its Subsidiaries comply in
      all material respects with applicable Environmental, Health or Safety
      Requirements of Law;

            (ii) the Borrower and its Subsidiaries have all material permits,
      licenses or other authorizations required under Environmental, Health or
      Safety Requirements of Law and are in material compliance with such
      permits;

            (iii) neither the Borrower, any of its Subsidiaries nor any of their
      respective present property or operations, or, to the Borrower's or any of
      its Subsidiaries' knowledge, any of their respective past property or
      operations, are subject to or the subject of, any investigation known to
      the Borrower or any of its Subsidiaries, any judicial or administrative
      proceeding, order, judgment, decree, settlement or other agreement
      respecting: (A) any material violation of Environmental, Health or Safety
      Requirements of Law; (B) any remedial action; or (C) any material claims
      or liabilities arising from the Release or threatened Release of a
      Contaminant into the environment;

            (iv) there is not now, nor to the Borrower's or any of its
      Subsidiaries' knowledge has there ever been at any time during or prior to
      the Borrower's or any of its Subsidiaries' use thereof, on or in the real
      property used by the Borrower or any of its Subsidiaries any landfill,
      waste pile, underground storage tanks, aboveground storage tanks, surface
      impoundment or hazardous waste storage facility of any kind (as defined in
      RCRA or any state equivalent), any polychlorinated biphenyls (PCBs) used
      in hydraulic oils, electric transformers or other equipment, or any
      asbestos containing material that would be reasonably likely to result in
      material remediation costs or material penalties to the Borrower or any of
      its Subsidiaries; and

            (v) neither the Borrower nor any of its Subsidiaries has any
      material Contingent Obligation in connection with any Release or
      threatened Release of a Contaminant into the environment.

      (B) For purposes of this Section 6.18 "material" means any noncompliance
or basis for liability which could reasonably be likely to subject the Borrower
or any of its Subsidiaries to liability, individually or in the aggregate, in
excess of $15,000,000.

      6.19 Benefits. Each of the Japanese Borrower, the Domestic Borrower and
the Guarantors will benefit from the financing arrangement established by this
Agreement. The Administrative Agent and the Lenders have stated and the Domestic
Borrower acknowledges that, but for the agreement by each of the Guarantors to
execute and deliver the Guaranty, the Administrative Agent and the Lenders would
not have made available the credit facilities established hereby on the terms
set forth herein.

      6.20 Foreign Employee Benefit Matters. (A) Each Foreign Employee Benefit
Plan is in compliance in all material respects with all laws, regulations and
rules applicable thereto and the respective requirements of the governing
documents for such Plan; (B) the aggregate of the accumulated benefit
obligations under all Foreign Pension Plans does not exceed to any material

                                       58



extent the current fair market value of the assets held in the trusts or similar
funding vehicles for such Plans; (C) with respect to any Foreign Employee
Benefit Plan maintained or contributed to by the Borrower or any Subsidiary or
any member of its Controlled Group (other than a Foreign Pension Plan),
reasonable reserves have been established in accordance with prudent business
practice or where required by ordinary accounting practices in the jurisdiction
in which such Plan is maintained; and (D) there are no material actions, suits
or claims (other than routine claims for benefits) pending, or to the knowledge
of the Borrower and its Subsidiaries, threatened against the Borrower and its
Subsidiaries or any member of its Controlled Group with respect to any Foreign
Employee Benefit Plan. For purposes of this Section 6.20, the term "material"
shall have the meaning set forth in Section 6.9.

                             ARTICLE VII: COVENANTS

      The Borrower (and the Japanese Borrower, subject to Sections 1.3(B) and
4.7) hereby acknowledges and agrees that (i) unless any covenant contained in
this Article VII expressly relates solely to the Domestic Borrower, the Japanese
Borrower is deemed to make such covenant as a "Borrower" and (ii) a
determination of compliance with any covenant, the Japanese Borrower, unless
expressly excluded, shall also be considered a "Subsidiary" of the Domestic
Borrower for purposes of this Article VII) covenants and agrees (with the
understanding that each reference to Borrower and its Subsidiaries in this
Article shall mean the Domestic Borrower and its Subsidiaries) that so long as
any Revolving Loan Commitments are outstanding and thereafter until all of the
Obligations (other than contingent indemnity obligations) shall have been fully
paid and satisfied in cash, all financing arrangements among the Borrower and
the Lenders shall have been terminated (including under Hedging Agreements or
other agreements with respect to Hedging Obligations) and all of the Letters of
Credit shall have expired, been canceled or terminated, unless the Required
Lenders shall otherwise give prior written consent:

      7.1 Reporting. The Borrower shall:

      (A) Financial Reporting. Furnish to the Administrative Agent:

            (i) Quarterly Reports. As soon as practicable, and in any event
      within fifty (50) days after the end of each of the first three fiscal
      quarters of the Domestic Borrower's fiscal year (beginning with the fiscal
      quarter ended June 30, 2004), (a) so long as the Domestic Borrower is a
      reporting company under the Securities and Exchange Act of 1934, the
      Domestic Borrower's quarterly report on Form 10-Q (or any replacement form
      adopted by the Commission) and (b) if the Domestic Borrower is no longer a
      reporting company under the Securities and Exchange Act of 1934, the
      consolidated balance sheet of the Domestic Borrower and its Subsidiaries
      as at the end of such period and the related consolidated statements of
      income and cash flows of the Domestic Borrower and its Subsidiaries for
      such fiscal quarter and for the period from the beginning of the then
      current fiscal year to the end of such fiscal quarter, in either such
      case, certified by an Authorized Officer of the Domestic Borrower on
      behalf of the Domestic Borrower as fairly presenting in all material
      respects the consolidated financial position of the Domestic Borrower and
      its Subsidiaries as at the dates indicated and the results of their

                                       59



      operations and cash flows for the periods indicated in accordance with
      Agreement Accounting Principles, subject to normal year-end audit
      adjustments.

            (ii) Annual Reports. As soon as practicable, and in any event within
      ninety-five (95) days after the end of each fiscal year (beginning with
      the fiscal year ending March 31, 2005), (a) so long as the Domestic
      Borrower is a reporting company under the Securities and Exchange Act of
      1934, the Domestic Borrower's annual report on Form 10-K (or any
      replacement form adopted by the Commission) and (b) if the Domestic
      Borrower is no longer a reporting company under the Securities and
      Exchange Act of 1934, the consolidated balance sheet of the Domestic
      Borrower and its Subsidiaries as at the end of such fiscal year and the
      related consolidated statements of income, stockholders' equity and cash
      flows of the Domestic Borrower and its Subsidiaries for such fiscal year,
      and in comparative form the corresponding figures for the previous fiscal
      year along with consolidating schedules in form and substance sufficient
      to calculate the financial covenants set forth in Section 7.4, and, in
      either case, an audit report on such financial statements (other than the
      consolidating schedules) of independent certified public accountants of
      recognized national standing, which audit report shall be unqualified and
      shall state that such financial statements fairly present the consolidated
      and consolidating financial position of the Domestic Borrower and its
      Subsidiaries as at the dates indicated and the results of their operations
      and cash flows for the periods indicated in conformity with Agreement
      Accounting Principles and that the examination by such accountants in
      connection with such consolidated and consolidating financial statements
      has been made in accordance with generally accepted auditing standards.

            (iii) Officer's Certificate. Together with each delivery of any
      financial statement (a) pursuant to clauses (i) and (ii) of this Section
      7.1(A), an Officer's Certificate of the Borrower, substantially in the
      form of Exhibit G attached hereto and made a part hereof, stating that as
      of the date of such Officer's Certificate no Default or Unmatured Default
      exists, or if any Default or Unmatured Default exists, stating the nature
      and status thereof and (b) pursuant to clauses (i) and (ii) of this
      Section 7.1(A), a compliance certificate, substantially in the form of
      Exhibit H attached hereto and made a part hereof, signed by an Authorized
      Officer of the Domestic Borrower, setting forth calculations for the
      period which demonstrate compliance, when applicable, with the provisions
      of Sections 7.3(A) through (N) and Section 7.4, and which (x) calculate
      the Leverage Ratio for purposes of determining the Applicable Floating
      Rate Margin, the Applicable Eurocurrency Margin, the Applicable Commitment
      Fee Percentage and the Applicable L/C Fee Percentage then in effect and
      (y) set forth the Domestic Borrower's determination of such Applicable
      Floating Rate Margin, Applicable Eurocurrency Margin, Applicable
      Commitment Fee Percentage and Applicable L/C Fee Percentage then in effect
      (which determination shall be subject to review and approval by the
      Administrative Agent).

      (B) Notice of Default and Adverse Developments. Promptly upon any
Authorized Officer of the Borrower obtaining knowledge (i) of any condition or
event which constitutes a Default or Unmatured Default, or becoming aware that
any Lender or Administrative Agent has given any written notice with respect to
a claimed Default or Unmatured Default under this Agreement, (ii) that any
Person has given any written notice to the Borrower or any Subsidiary

                                       60



of the Borrower or taken any other action with respect to a claimed default or
event or condition of the type referred to in Section 8.1(E), or (iii) that any
other development, financial or otherwise, which could reasonably be expected to
have a Material Adverse Effect has occurred, deliver notice to the
Administrative Agent specifying (a) the nature and period of existence of any
such claimed default, Default, Unmatured Default, condition or event, (b) the
notice given or action taken by such Person in connection therewith, and (c)
what action the Borrower has taken, is taking and proposes to take with respect
thereto. Notwithstanding the foregoing, in no event shall the Administrative
Agent be deemed to have knowledge of any such default, Default, Unmatured
Default, condition or event until the Administrative Agent shall have received
written notice thereof from the Borrower or a Lender.

      (C) Lawsuits. (i) Promptly upon the Borrower obtaining knowledge of the
institution of, or written threat of, any action, suit, proceeding, governmental
investigation or arbitration against or affecting the Borrower or any of its
Subsidiaries or any property of the Borrower or any of its Subsidiaries not
previously disclosed pursuant to Section 6.7, which action, suit, proceeding,
governmental investigation or arbitration exposes, or in the case of multiple
actions, suits, proceedings, governmental investigations or arbitrations arising
out of the same general allegations or circumstances which expose, in the
Borrower's reasonable judgment, the Borrower or any of its Subsidiaries to
liability, individually or in the aggregate, in excess of $15,000,000, give
written notice thereof to the Administrative Agent and the Lenders and provide
such other information as may be reasonably available to enable each Lender and
the Administrative Agent and its counsel to evaluate such matters; (ii) promptly
upon the Borrower or any of its Subsidiaries obtaining knowledge of any material
adverse developments with respect to any of the Disclosed Litigation, give
written notice thereof to the Administrative Agent and the Lenders and provide
such other information as may be reasonably available to enable each Lender and
the Administrative Agent and its counsel to evaluate such matters, and (iii) in
addition to the requirements set forth in clauses (i) and (ii) of this Section
7.1(C), upon request of the Administrative Agent or the Required Lenders,
promptly give written notice of the status of any Disclosed Litigation or any
action, suit, proceeding, governmental investigation or arbitration covered by a
report delivered pursuant to clause (i) above and provide such other
information, to the extent permitted by law, as may be reasonably available to
it that would not jeopardize any attorney-client privilege by disclosure to the
Lenders to enable each Lender and the Administrative Agent and its counsel to
evaluate such matters.

      (D) ERISA Notices. Deliver or cause to be delivered to the Administrative
Agent and the Lenders, at the Borrower's expense, the following information and
notices as soon as reasonably possible, and in any event:

            (i) (a) within ten (10) Business Days after the Borrower obtains
      knowledge that a Termination Event has occurred, a written statement of an
      Authorized Officer of the Borrower describing such Termination Event and
      the action, if any, which the Borrower has taken, is taking or proposes to
      take with respect thereto, and when known, any action taken or threatened
      by the IRS, DOL or PBGC with respect thereto and (b) within ten (10)
      Business Days after any member of the Controlled Group obtains knowledge
      that a Termination Event has occurred which could reasonably be expected
      to subject the Borrower to liability individually or in the aggregate in
      excess of $15,000,000, a written statement of an Authorized Officer of the
      Borrower describing such Termination Event

                                       61



      and the action, if any, which the member of the Controlled Group has
      taken, is taking or proposes to take with respect thereto, and when known,
      any action taken or threatened by the IRS, DOL or PBGC with respect
      thereto;

            (ii) within ten (10) Business Days after the Borrower or any of its
      Subsidiaries obtains knowledge that a prohibited transaction (as defined
      in Sections 406 of ERISA or Section 4975 of the Code) has occurred with
      respect to any Plan, or that the IRS or DOL or any other Governmental
      Authority is investigating, or otherwise reviewing whether any such
      prohibited transaction might have occurred, a statement of an Authorized
      Officer of the Borrower describing such transaction and the action which
      the Borrower or such Subsidiary has taken, is taking or proposes to take
      with respect thereto;

            (iii) within fifteen (15) Business Days after the material increase
      in the benefits of any existing Plan or the establishment of any new Plan
      or the commencement of, or obligation to commence, contributions to any
      Plan or Multiemployer Plan to which the Borrower or any member of the
      Controlled Group was not previously contributing, notification of such
      increase, establishment, commencement or obligation to commence and the
      amount of such contributions;

            (iv) within ten (10) Business Days after the Borrower or any of its
      Subsidiaries receives notice of any unfavorable determination letter from
      or of any investigation or review by the IRS regarding the qualification
      of a Plan under Section 401(a) of the Code, a copy of such letter;

            (v) within fifteen (15) Business Days after the establishment of any
      foreign employee benefit plan or the commencement of, or obligation to
      commence, contributions to any foreign employee benefit plan to which the
      Borrower or any Subsidiary was not previously contributing, notification
      of such establishment, commencement or obligation to commence and the
      amount of such contributions;

            (vi) within fifteen (15) Business Days after request by the
      Administrative Agent or any Lender therefor, a copy of the most recent
      annual report (form 5500 series), including Schedule B thereto, as filed
      with the DOL, IRS or PBGC, a copy of such annual report;

            (vii) within fifteen (15) Business Days after request by the
      Administrative Agent or any Lender therefor, each actuarial report
      received by the Borrower or any member of the Controlled Group with
      respect to any Benefit Plan or Multiemployer Plan and each annual report
      for any Multiemployer Plan, a copy of such report;

            (viii) within ten (10) Business Days after the filing of any funding
      waiver request with the IRS, a copy of such funding waiver request and
      thereafter all communications received by the Borrower or a member of the
      Controlled Group with respect to such request within ten (10) Business
      Days such communication is received;

            (ix) within ten (10) Business Days after receipt by the Borrower or
      any member of the Controlled Group of any notice of the PBGC's intention
      to terminate a Benefit Plan or to have a trustee appointed to administer a
      Benefit Plan, a copy of such notice;

                                       62


            (x) within ten (10) Business Days after receipt by the Borrower or
      any member of the Controlled Group of a notice from a Multiemployer Plan
      regarding the imposition of withdrawal liability, a copy of such notice;

            (xi) within ten (10) Business Days after the Borrower or any member
      of the Controlled Group fails to make an installment or any other payment
      required under Section 412 of the Code on or before the due date for such
      installment or payment, a notification of such failure; and

            (xii) within ten (10) Business Days after the Borrower or any member
      of the Controlled Group knows or has reason to know that (a) a
      Multiemployer Plan has been terminated, (b) the administrator or plan
      sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan,
      or (c) the PBGC has instituted or will institute proceedings under Section
      4042 of ERISA to terminate a Multiemployer Plan, a notice describing such
      matter.

For purposes of this Section 7.1(D), the Borrower, any of its Subsidiaries and
any member of the Controlled Group shall be deemed to know all facts known by
the administrator of any Plan of which the Borrower or any member of the
Controlled Group or any such Subsidiary is the plan sponsor.

      (E) Other Indebtedness. Deliver to the Administrative Agent and to each
Lender (i) a copy of each notice or communication regarding potential or actual
defaults (including any accompanying officer's certificate) delivered by or on
behalf of the Borrower or any of its Subsidiaries to the holders of Material
Indebtedness pursuant to the terms of the agreements governing such Material
Indebtedness, such delivery to be made at the same time and by the same means as
such notice or other communication is delivered to such holders and (ii) a copy
of each notice or other communication regarding potential or actual defaults
received by the Borrower or any of its Subsidiaries from the holders of Material
Indebtedness pursuant to the terms of such Material Indebtedness, such delivery
to be made promptly after such notice or other communication is received by the
Borrower or any of its Subsidiaries.

      (F) Environmental Notices. As soon as possible and in any event within ten
(10) days after the receipt by the Borrower, deliver to the Administrative Agent
and the Lenders a copy of (i) any notice or claim to the effect that the
Borrower or any of its Subsidiaries is or may be liable to any Person as a
result of the Release by the Borrower, any of its Subsidiaries or any other
Person of any Contaminant into the environment, and (ii) any notice alleging any
violation of any Environmental, Health or Safety Requirements of Law by the
Borrower or any of its Subsidiaries if, in either case, such notice or claim
relates to an event which could reasonably be expected to subject the Borrower
and its Subsidiaries to liability individually or in the aggregate in excess of
$15,000,000.

      (G) Other Information. Promptly upon receiving a request therefor from the
Administrative Agent or the Required Lenders, prepare and deliver to the
Administrative Agent and the Lenders such other information with respect to the
Borrower, any of its Subsidiaries, or their respective businesses and assets as
from time to time may be reasonably requested by the Administrative Agent or the
Required Lenders.

                                       63


      7.2 Affirmative Covenants.

      (A) Corporate Existence, Etc. Except as permitted pursuant to Section
7.3(F), the Domestic Borrower shall, and shall cause each of the Guarantors to,
at all times maintain its existence and preserve and keep, or cause to be
preserved and kept, in full force and effect its rights and franchises material
to its businesses.

      (B) Corporate Powers: Conduct of Business. The Domestic Borrower shall,
and shall cause each of the Guarantors to, qualify and remain qualified to do
business in each jurisdiction in which the nature of its business requires it to
be so qualified and where the failure to be so qualified will have or could
reasonably be expected to have a Material Adverse Effect. The Borrower will, and
will cause each Subsidiary to, carry on and conduct its business in
substantially the same manner and in substantially the same fields of enterprise
as it is presently conducted and any business or activities which are reasonably
similar, related or incidental thereto or logical extensions thereof.

      (C) Compliance with Laws, Etc. The Borrower shall, and shall cause its
Subsidiaries to, (a) comply with all Requirements of Law and all restrictive
covenants affecting such Person or the business, properties, assets or
operations of such Person, and (b) obtain as needed all permits necessary for
its operations and maintain such permits in good standing except in each case
where the failure to so comply could not reasonably be expected to have a
Material Adverse Effect.

      (D) Payment of Taxes and Claims: Tax Consolidation. The Borrower shall
pay, and cause each of its Subsidiaries to pay, (i) all taxes, assessments and
other governmental charges imposed upon it or on any of its properties or assets
or in respect of any of its franchises, business, income or property before any
penalty or interest accrues thereon, and (ii) all claims (including, without
limitation, claims for labor, services, materials and supplies) for sums which
have become due and payable and which by law have or may become a Lien (other
than a Lien permitted by Section 7.3(B)) upon any of the Borrower's or such
Subsidiary's property or assets, prior to the time when any penalty or fine
shall be incurred with respect thereto; provided, however, that no such taxes,
assessments and governmental charges referred to in clause (i) above or claims
referred to in clause (ii) above (and interest, penalties or fines relating
thereto) need be paid if being contested in good faith by appropriate
proceedings diligently instituted and conducted and if such reserve or other
appropriate provision, if any, as shall be required in conformity with Agreement
Accounting Principles shall have been made therefor.

      (E) Insurance. The Borrower shall maintain for itself and its
Subsidiaries, or shall cause each of its Subsidiaries to maintain in full force
and effect, insurance policies and programs as reflect coverage that is
reasonably consistent with prudent industry practice. In the event the Borrower
or any of its Subsidiaries at any time or times hereafter shall fail to obtain
or maintain any of the policies or insurance required herein or to pay any
premium in whole or in part relating thereto, then the Administrative Agent,
without waiving or releasing any obligations or resulting Default hereunder, may
at any time or times thereafter (but shall be under no obligation to do so)
obtain and maintain such policies of insurance and pay such premiums and take
any other action with respect thereto which the Administrative Agent reasonably
deems advisable.

                                       64


All sums so disbursed by the Administrative Agent shall constitute part of the
Obligations, payable as provided in this Agreement.

      (F) Inspection of Property; Books and Records: Discussions. The Borrower
shall permit and cause each of the Borrower's Subsidiaries to permit, the
Administrative Agent (or its Affiliates) or any authorized representative(s)
designated by the Administrative Agent consisting of (1) employees of one or
more of the other Lenders (or their Affiliates), (2) financial advisors or
financial consultants, including, without limitation, auditors or (3) asset
valuation or asset audit advisors or consultants to visit and inspect any of the
properties of the Borrower or any of its Subsidiaries, to examine, audit, check
and make copies of their respective financial and accounting records, books,
journals, orders, receipts and any correspondence and other data relating to
their respective businesses or the transactions contemplated hereby (including,
without limitation, in connection with environmental compliance, hazard or
liability), and to discuss their affairs, finances and accounts with their
officers and independent certified public accountants (and such accountants are
hereby authorized to disclose to the Administrative Agent and the Lenders any
and all financial statements and other supporting financial documents with
respect to the business, financial conditions and other affairs of the Borrower
and its Subsidiaries), all upon reasonable notice and at such reasonable times
during normal business hours; provided no more than two such audits or
examinations shall be conducted during any twelve-month period unless a Default
has occurred and is continuing. The Borrower shall keep and maintain, and cause
each of the Borrower's Subsidiaries to keep and maintain, in all material
respects, proper books of record and account in which entries in conformity with
Agreement Accounting Principles shall be made of all dealings and transactions
in relation to their respective businesses and activities. If a Default has
occurred and is continuing, the Borrower, upon the Administrative Agent's or the
Required Lenders' request, shall turn over copies of any such records to the
Administrative Agent or its representatives.

      (G) ERISA Compliance. The Borrower shall, and shall cause each of the
Borrower's Subsidiaries to, establish, maintain and operate all Plans and
Non-ERISA Commitments to comply in all material respects with the provisions of
ERISA, the Code, all other applicable laws, and the regulations and
interpretations thereunder and the respective requirements of the governing
documents for such Plans and Non-ERISA Commitments except where such non-
compliance will not have or is not reasonably likely to subject the Borrower or
any of its Subsidiaries to liability, individually or in the aggregate, in
excess of $15,000,000.

      (H) Maintenance of Property. The Borrower shall cause all property used or
useful in the conduct of its business or the business of any Subsidiary to be
maintained and kept in adequate condition, repair and working order, ordinary
wear and tear excepted, and supplied with all necessary equipment and shall
cause to be made all necessary repairs, renewals, replacements, betterments and
improvements thereof, all as in the judgment of the Borrower may be necessary so
that the business carried on in connection therewith may be properly and
advantageously conducted at all times; provided, however, that nothing in this
Section 7.2(H) shall prevent the Borrower from discontinuing the operation or
maintenance of any of such property if such discontinuance is, in the judgment
of the Borrower, desirable in the conduct of its business or the business of any
Subsidiary and not disadvantageous in any material respect to the Administrative
Agent or the Lenders.

                                       65


      (I) Environmental Compliance. The Borrower and its Subsidiaries shall
comply with all Environmental, Health or Safety Requirements of Law, except
where noncompliance will not have or is not reasonably likely to subject the
Borrower or any of its Subsidiaries to liability, individually or in the
aggregate, in excess of $15,000,000 (excluding from such calculation liabilities
covered by insurance as to which a claim has been filed and the insurance
company has not disclaimed or reserved the right to disclaim coverage).

      (J) Use of Proceeds. The Borrower shall use the proceeds of the Loans for
general corporate purposes of the Borrower and its Subsidiaries, including,
without limitation, to refinance certain existing Indebtedness, to finance
non-hostile Permitted Acquisitions, to make dividends or other distributions to
shareholders, to purchase or redeem shares of the Capital Stock of the Borrower
or its Subsidiaries (or options to purchase any such Capital Stock) and to
finance Capital Expenditures.

      (K) Addition and Removal of Guarantors. The Domestic Borrower shall cause
each Material Domestic Subsidiary (including Subsidiaries existing as of the
date hereof which are or become Material Domestic Subsidiaries and any New
Subsidiaries which qualify as Material Domestic Subsidiaries) to execute and
deliver to the Administrative Agent, the Guaranty or a supplement thereto in the
form of Exhibit I attached hereto to become a Guarantor under the Guaranty and
deliver appropriate corporate resolutions, opinions and other documentation in
form and substance reasonably satisfactory to the Administrative Agent, such
Guaranty or supplement thereto and other documentation to be delivered to the
Administrative Agent (i) as promptly as possible but in any event within thirty
(30) days after the date of the creation, acquisition of capitalization of a New
Subsidiary which qualifies as a Material Domestic Subsidiary, and (ii) as
promptly as possible but in any event within thirty (30) days of determination
that a Subsidiary needs to be added as a Guarantor. Upon the Administrative
Agent's receipt of a written notice from the Domestic Borrower that a Subsidiary
no longer qualifies as a Material Domestic Subsidiary, such Subsidiary shall be
automatically released from the terms of the Guaranty. If at any time thereafter
such Subsidiary once again becomes a Material Domestic Subsidiary, such
Subsidiary shall be required to become a Guarantor and deliver all guaranty
documents required hereunder.

      (L) Foreign Employee Benefit Compliance. The Borrower shall, and shall
cause each of its Subsidiaries and each member of its Controlled Group to
establish, maintain and operate all Foreign Employee Benefit Plans to comply in
all material respects with all laws, regulations and rules applicable thereto
and the respective requirements of the governing documents for such Plans,
except where noncompliance will not have or is not reasonably likely to subject
the Borrower or any of its Subsidiaries to liability, individually or in the
aggregate, in excess of $15,000,000.

      (M) Termination of the Wachovia Lease Program Indebtedness. Within ninety
(90) days after the Closing Date (or such longer period as may be consented to
by the Administrative Agent, in its sole discretion), the Domestic Borrower
shall provide to the Administrative Agent payoff and termination letters
evidencing the repayment of all amounts owning under and the termination of the
Wachovia Lease Program Indebtedness, together with the termination of and
repayments of amounts under all of the agreements, documents, and instruments
delivered in

                                       66


connection therewith, including without limitation, all collateral documents
securing obligations thereunder.

      7.3 Negative Covenants.

      (A) Sales of Assets. Neither the Borrower nor any of its Subsidiaries
shall sell, assign, transfer, lease, convey or otherwise dispose of any
property, whether now owned or hereafter acquired, or any income or profits
therefrom, or enter into any agreement to do so, except:

            (i) where such transaction is entered into in the ordinary course of
      business and consistent with past practices;

            (ii) the disposition in the ordinary course of business of property
      that is obsolete, excess or no longer useful in the Borrower's or its
      Subsidiaries' businesses;

            (iii) sales of Equity Interests in Subsidiaries of the Borrower to
      employees or the Borrower or its Subsidiaries; provided after taking into
      account such transactions the Borrower remains in compliance with Section
      7.3(F);

            (iv) the disposition or conversion in the ordinary course of
      business of Investments consisting of Cash Equivalents; and

            (v) leases, sales, assignments, transfers, conveyances or other
      dispositions of its Property that, together with all other Property of the
      Borrower and its Subsidiaries previously leased, sold or disposed of
      (other than transactions pursuant to clauses (i) through (iv) above) as
      permitted by this Section 7.3(A) during the twelve-month period ending
      with the month in which any such lease, sale or other disposition occurs,
      do not constitute a Substantial Portion of the Property of the Borrower
      and its Subsidiaries; and

            (vi) leases, sales, assignments, transfers, conveyances or other
      dispositions of its Property (other than transactions pursuant to clauses
      (i) through (v) above) if: (a) such transaction is for not less than fair
      market value, (b) with respect to any transaction in excess of
      $10,000,000, not less than 80% of the consideration received shall be cash
      or Cash Equivalents, and (c) the lesser of (i) an amount equal to the net
      cash proceeds (including Cash Equivalents) from such transaction and (ii)
      the aggregate outstanding amount of the Obligations is paid by the
      Borrower on the date of consummation of such transaction for application
      to the Obligations (and, in connection with which, the Administrative
      Agent may (or shall at the request of the Required Lenders) notify the
      Borrower that the Aggregate Revolving Loan Commitment has been reduced by
      an amount not to exceed the amount of net cash proceeds (including Cash
      Equivalents) from such transaction.

      (B) Liens. Neither the Borrower nor any of its Subsidiaries shall directly
or indirectly create, incur, assume or permit to exist any Lien on or with
respect to any of their respective property or assets except:

            (i) Liens, if any, created by the Loan Documents or otherwise
      securing the Obligations and Hedging Obligations under Hedging Agreements;

                                       67


            (ii) Permitted Existing Liens;

            (iii) Customary Permitted Liens;

            (iv) purchase money Liens (including the interest of a lessor under
      a Capitalized Lease and Liens to which any property is subject at the time
      of the Borrower's acquisition thereof) securing Purchase Money
      Indebtedness; provided that such Liens shall not apply to any property of
      the Borrower or its Subsidiaries other than that purchased or subject to
      such Capitalized Lease and provided further the Indebtedness secured
      thereby does not exceed $25,000,000 in the aggregate principal amount
      outstanding at any time;

            (v) Liens with respect to property acquired by the Borrower or any
      of its Subsidiaries after the Closing Date (and not created in
      contemplation of such acquisition) pursuant to a Permitted Acquisition;
      provided that such Liens shall extend only to the property so acquired and
      shall not secure Indebtedness in respect of any working capital financing
      of the business acquired unless the outstanding principal balance of all
      such Indebtedness under all such working capital financings for the
      Borrower and its Subsidiaries does not exceed $25,000,000;

            (vi) Liens securing Indebtedness of the Borrower or its Subsidiaries
      to a Loan Party;

            (vii) Liens against the Borrower's headquarters, consisting of real
      property, including leasehold improvements, located in St. Petersburg,
      Florida; and

            (viii) Liens under Catalina-Pacific Media L.L.C.'s capital leases in
      effect on the date hereof.

In addition, neither the Borrower nor any of its Subsidiaries shall become a
party to any agreement, note, indenture or other instrument, or take any other
action, which would prohibit the creation of a Lien on any of its properties or
other assets in favor of the Administrative Agent for the benefit of itself and
the Holders of Obligations, as collateral for the Obligations and Hedging
Obligations under Hedging Agreements; provided that any agreement, note,
indenture or other instrument in connection with Purchase Money Indebtedness
(including Capitalized Leases) may prohibit the creation of a Lien in favor of
the Administrative Agent for the benefit of itself and the Holders of
Obligations on the items of property obtained with the proceeds of such Purchase
Money Indebtedness.

      (C) Investments. Except to the extent permitted pursuant to paragraph (D)
below, neither the Borrower nor any of its Subsidiaries shall directly or
indirectly make or own any Investment except:

            (i) Investments in cash and Cash Equivalents;

            (ii) Permitted Existing Investments in an amount not greater than
      the amount thereof on the Closing Date;

                                       68


            (iii) Investments in trade receivables or received in connection
      with the bankruptcy or reorganization of suppliers and customers and in
      settlement of delinquent obligations of, and other disputes with,
      customers and suppliers arising in the ordinary course of business;

            (iv) Investments consisting of deposit accounts maintained by the
      Borrower and its Subsidiaries in the ordinary course of business in
      connection with its cash management system;

            (v) Investments consisting of non-cash consideration from a sale,
      assignment, transfer, lease, conveyance or other disposition of property
      permitted by Section 7.3 (A);

            (vi) Investments of the Borrower in any Guarantor or Investments of
      any Guarantor in the Borrower or any Guarantor;

            (vii) Investments of the Borrower in its non-Guarantor Subsidiaries
      and other Persons in an aggregate amount not to exceed $40,000,000;
      provided that (a) the aggregate amount of all Indebtedness incurred by all
      such non-Guarantor Subsidiaries in which the Borrower has made any such
      Investment shall not at any time exceed $5,000,000 and (b) the aggregate
      amount of all Investments under this clause (vii) in Persons other than
      Subsidiaries of the Borrower shall not exceed $10,000,000;

            (viii) Investments constituting Permitted Acquisitions; and

            (ix) Investments in counterparties arising out of Hedging
      Arrangements permitted pursuant to Section 7.3(L);

provided, however, that the Investments described in clauses (vii)and (viii)
above shall not be permitted to be made at a time when either a Default or an
Unmatured Default shall have occurred and be continuing or would result
therefrom.

      (D) Conduct of Business; New Subsidiaries; Acquisitions. Neither the
Borrower nor any of its Subsidiaries shall engage in any business other than the
businesses engaged in by the Borrower and its Subsidiaries on the date hereof
and any business or activities which are reasonably similar, related or
incidental thereto or logical extensions thereof. The Borrower may create,
acquire in a Permitted Acquisition or capitalize any Subsidiary ("New
SUBSIDIARY") after the date hereof if (i) no Default or Unmatured Default shall
have occurred and be continuing or would result therefrom; (ii) after such
creation, acquisition or capitalization, all of the representations and
warranties contained herein shall be true and correct in all material respects;
and (iii) after such creation, acquisition or capitalization the Borrower shall
be in compliance with the terms of Section 7.2(K).

      The Borrower shall not make any Acquisitions, other than Acquisitions
meeting the following requirements or otherwise approved by the Required Lenders
(each such Acquisition constituting a "PERMITTED ACQUISITION"):

                                       69


            (i) no Default or Unmatured Default shall have occurred and be
      continuing or would result from such Acquisition or the incurrence of any
      Indebtedness in connection therewith;

            (ii) the purchase is consummated pursuant to a negotiated
      acquisition agreement on a non-hostile basis pursuant to an acquisition
      agreement approved by the board of directors or other applicable governing
      body of the seller prior to the commencement thereof which acquisition
      agreement and related documents are reasonably satisfactory to the
      Administrative Agent (including, without limitation, in respect of
      representations, indemnities and opinions) and results of due diligence
      are reasonably satisfactory to the Administrative Agent;

            (iii) the businesses being acquired shall be substantially similar,
      related or incidental to the businesses or activities engaged in by the
      Borrower and its Subsidiaries on the Closing Date;

            (iv) prior to each such Acquisition, the Borrower shall deliver to
      the Administrative Agent (a) a notice of the proposed acquisition
      containing an executive summary of the principal terms and (b) a
      certificate from one of the Authorized Officers, demonstrating to the
      satisfaction of the Administrative Agent that after giving effect to such
      Acquisition and the incurrence of any Indebtedness in connection
      therewith, on a pro forma basis using unadjusted historical audited (when
      available) or reviewed unaudited financial statements obtained from the
      seller, broken down by fiscal quarter in the Borrower's reasonable
      judgment, as if the Acquisition and such incurrence of Indebtedness had
      occurred on the first day of the twelve-month period ending on the last
      day of the Borrower's most recently completed fiscal quarter, the Borrower
      would have been in compliance with the financial covenants in Section 7.4
      and not otherwise in Default; and

            (v) the written consent of the Required Lenders shall have been
      obtained in connection with any Acquisition consummated at a time when the
      Leverage Ratio (calculated both before and after taking into account such
      Acquisition and all Indebtedness incurred or assumed in connection
      therewith) is greater than 1.00 to 1.00 if the aggregate purchase price
      (calculated as provided below) for such Acquisition and all related
      Acquisitions would exceed $50,000,000. The purchase price in connection
      with any Acquisition shall include, without limitation or duplication,
      cash and Cash Equivalents (net of any cash or Cash Equivalents acquired),
      stock, Indebtedness assumed or guarantied, contingent earn-outs or other
      similar contingent purchase price payments and transaction related
      contractual payments, including amounts payable under non-compete,
      consulting or similar agreements (excluding the portion thereof that
      consists of reasonable compensation for personal services rendered)
      (valuing all non-cash consideration at fair market value as of the date of
      consummation of such transaction as reasonably determined by the
      Borrower).

      (E) Transactions with Shareholders and Affiliates. Except for transactions
(i) disclosed on Schedule 7.3(E), (ii) between the Borrower and the Guarantors
or between Guarantors and (ii) otherwise permitted herein, neither the Borrower
nor any of its Subsidiaries shall enter into or

                                       70


permit to be consummated any transaction after the Closing Date, including,
without limitation, the purchase, sale, lease or exchange of property, real or
personal, or the rendering of any service, with any holder or holders of Equity
Interests of the Borrower or any of its Subsidiaries or with any Affiliates,
except, (a) that such Persons may render services to the Borrower or any of its
Subsidiaries for compensation at the same rates generally paid by Persons
engaged in the same or similar businesses for the same or similar services, (b)
that the Borrower or any of its Subsidiaries may render services to such Persons
for compensation at the same rates generally charged by the Borrower or such
Subsidiary and (c) in either case in the ordinary course of business and
pursuant to the reasonable requirements of the Borrower's (or any Subsidiary's)
business consistent with past practice of the Borrower and its Subsidiaries and
upon fair and reasonable terms.

      (F) Restriction on Fundamental Changes: Guarantor Equity Ownership:
Release of Guarantor. Neither the Borrower nor any of its Subsidiaries shall
enter into any merger or consolidation, or liquidate, wind-up or dissolve (or
suffer any liquidation or dissolution), or convey, lease, sell, transfer or
otherwise dispose of, in one transaction or series of transactions, all or
substantially all of the Borrower's or any such Subsidiary's business or
property, whether now or hereafter acquired, except (i) transactions permitted
under Sections 7.3(A) or 7.3(D), (ii) a Subsidiary of the Borrower may be merged
into, liquidated into or consolidated with the Borrower (in which case the
Borrower shall be the surviving corporation) or any wholly-owned Subsidiary of
the Borrower (or entity acquired in connection with an Acquisition permitted
pursuant to Section 7.3(D)): provided that if a Guarantor is merged into,
liquidated into or consolidated with another Subsidiary of the Borrower (or
entity so acquired), the surviving Subsidiary (or entity so acquired) shall also
be or shall become a Guarantor. Other than as a result of a transaction
permitted under the terms of this Agreement, the Borrower shall not cease to
own, of record and beneficially, with sole voting and dispositive power at least
80% of the outstanding shares of Capital Stock of each of the Guarantors and
shall not cease to have the power, directly or indirectly, to elect (a) a
majority of the members of the board of directors of each of the Guarantors and
(b) if under the applicable articles or certificate of incorporation (or similar
governing document), shareholder's agreements or under applicable law a higher
percentage of the board of directors is required for the consummation of any
transaction by any Guarantor, then such larger percentage of the members of the
board of directors. Upon the sale of a Guarantor to a third-party that is not an
Affiliate of the Borrower, such Guarantor, if such sale was made in compliance
with the terms of the Agreement, shall be automatically released from its
Obligations under the Guaranty. The Borrower shall provide the Administrative
Agent with evidence reasonably satisfactory to the Administrative Agent of such
sale's compliance with the terms of this Agreement prior to giving effect to the
automatic release.

      (G) Margin Regulations. Neither the Borrower nor any of its Subsidiaries,
shall use all or any portion of the proceeds of any credit extended under this
Agreement to purchase or carry Margin Stock.

      (H) ERISA. The Borrower shall not

            (i) engage, or permit any of its Subsidiaries to engage, in any
      prohibited transaction described in Sections 406 of ERISA or 4975 of the
      Code for which a statutory

                                       71


      or class exemption is not available or a private exemption has not been
      previously obtained from the DOL;

            (ii) permit to exist any accumulated funding deficiency (as defined
      in Sections 302 of ERISA and 412 of the Code), with respect to any Benefit
      Plan, whether or not waived;

            (iii) fail, or permit any Controlled Group member to fail, to pay
      timely required contributions or annual installments due with respect to
      any waived funding deficiency to any Benefit Plan;

            (iv) terminate, or permit any Controlled Group member to terminate,
      any Benefit Plan which would result in liability of the Borrower or any
      Controlled Group member under Title IV of ERISA;

            (v) fail to make any contribution or payment to any Multiemployer
      Plan which the Borrower or any Controlled Group member may be required to
      make under any agreement relating to such Multiemployer Plan, or any law
      pertaining thereto;

            (vi) fail, or permit any Controlled Group member to fail, to pay any
      required installment or any other payment required under Section 412 of
      the Code on or before the due date for such installment or other payment;
      or

            (vii) amend, or permit any Controlled Group member to amend, a Plan
      resulting in an increase in current liability for the plan year such that
      the Borrower or any Controlled Group member is required to provide
      security to such Plan under Section 401(a)(29) of the Code,

except where such transactions, events, circumstances, or failures are not,
individually or in the aggregate, reasonably expected to result in liability
individually or in the aggregate in excess of $15,000,000 or have a Material
Adverse Effect.

      (I) Corporate Documents. Neither the Borrower nor any of its Subsidiaries
shall amend, modify or otherwise change any of the terms or provisions in any of
their respective constituent documents as in effect on the date hereof in any
manner materially adverse to the interests of the Lenders, without the prior
written consent of the Required Lenders.

      (J) Fiscal Year. Neither the Borrower nor any of its consolidated
Subsidiaries shall change its fiscal year for accounting or tax purposes from a
twelve-month period ending March 31 of each year.

      (K) Subsidiary Covenants. The Borrower will not, and will not permit any
Subsidiary to, create or otherwise cause to become effective any consensual
encumbrance or restriction of any kind on the ability of any Subsidiary to pay
dividends or make any other distribution on its stock, pay any Indebtedness or
other Obligation owed to the Borrower or any other Subsidiary, make loans or
advances or other Investments in the Borrower or any other Subsidiary, to sell,
transfer or otherwise convey any of its property to the Borrower or any other
Subsidiary or merge, consolidate with or liquidate into the Borrower or any
other Subsidiary.

                                       72


      (L) Hedging Obligations. The Borrower shall not and shall not permit any
of its Subsidiaries to enter into any Hedging Arrangements other than Hedging
Arrangements entered into by the Borrower or its Subsidiaries with Lenders
pursuant to which the Borrower or such Subsidiary has hedged its or its
Subsidiaries reasonably estimated interest rate, foreign currency or commodity
exposure and which are of a non-speculative nature. Such permitted Hedging
Arrangements entered into by the Borrower and any Lender or any affiliate of any
Lender are sometimes referred to herein as "HEDGING AGREEMENTS."

      (M) Non-Guarantor Subsidiaries. The Borrower will not at any time permit
the EBITDA attributable to all of its Subsidiaries which are not Guarantors
(including the Japanese Borrower) to exceed twenty percent (20%) of Consolidated
EBITDA of the Borrower and its consolidated Subsidiaries.

      (N) Restricted Payments. The Borrower shall not and shall not permit any
of its Subsidiaries to declare or make any Dividend, except:

            (i) Dividends of any Subsidiary of the Borrower to the Borrower or
      to a Guarantor;

            (ii) other Dividends; provided that prior to the declaration or
      payment of such Dividend, the Borrower shall deliver to the Administrative
      Agent a certificate from one of the Authorized Officers, demonstrating to
      the satisfaction of the Administrative Agent that after giving effect to
      such Dividend and the incurrence of any Indebtedness in connection
      therewith, on a pro forma basis, as if the Dividend and such incurrence of
      Indebtedness had occurred on the first day of the twelve-month period
      ending on the last day of the Borrower's most recently completed fiscal
      quarter, the Borrower would have been in compliance with the financial
      covenants in Section 7.4 and not otherwise in Default.

      7.4 Financial Covenants. The Domestic Borrower shall comply with the
following:

      (A) Maximum Leverage Ratio. The Domestic Borrower shall not permit the
ratio (the "LEVERAGE RATIO") of (i) the sum of (a) all Indebtedness (other than
(i) Hedging Obligations and (ii) the Wachovia Lease Program Indebtedness) of the
Domestic Borrower and its Subsidiaries to (ii) EBITDA at any time to be greater
than 2.50 to 1.00. The Leverage Ratio shall be calculated, in each case,
determined as of the last day of each fiscal quarter based upon (a) for
Indebtedness, Indebtedness as of the last day of each such fiscal quarter; and
(b) for EBITDA, the amount for the four-quarter period ending on such day,
calculated, (x) with respect to Permitted Acquisitions, on a pro forma basis
using unadjusted historical financial statements with income statement items
(whether positive or negative) attributable to the property, entities or
business units that are the subject thereof being included to the extent that
such income statement items relate to any period prior to the date thereof are
supported by audited financial statements or unaudited financial statements
obtained from the seller and reviewed by management of the Domestic Borrower or
other information reasonably acceptable to the Required Lenders, and (y) with
respect to dispositions, on a pro forma basis with income statement items
(whether positive or negative) attributable to the property, entities or
business units that are the subject of such

                                       73


disposition being excluded to the extent that such income statement items relate
to any period prior to the date thereof.

      (B) Interest Expense Coverage Ratio. The Domestic Borrower shall maintain
a ratio (the "INTEREST EXPENSE COVERAGE RATIO") of (i) EBIT for such period to
(ii) Interest Expense for such period of at least 3.00 to 1.00. The Interest
Expense Coverage Ratio shall be calculated as of the last day of each fiscal
quarter for the four-quarter period ending on such day, in each such case
calculated, with respect to Permitted Acquisitions, on a pro forma basis using
unadjusted historical audited and reviewed unaudited financial statements
obtained from the seller (with the EBIT component thereof broken down by fiscal
quarter in the Domestic Borrower's reasonable judgment).

                             ARTICLE VIII: DEFAULTS

      8.1 Defaults. Each of the following occurrences shall constitute a Default
under this Agreement:

      (A) Failure to Make Payments When Due. Either Borrower shall (i) fail to
pay when due any of the Obligations consisting of principal with respect to the
Loans, or (ii) shall fail to pay within five (5) Business Days of the date when
due any of the Obligations consisting of interest with respect to the Loans or
any of the other Obligations under this Agreement or the other Loan Documents.

      (B) Breach of Certain Covenants. Either Borrower shall fail duly and
punctually to perform or observe any agreement, covenant or obligation binding
on such Borrower or there shall otherwise be a breach of any covenant under:

            (i) Sections 7.1 (excluding, however, clause (B) of Section 7.1),
      7.2 (excluding, however, clauses (K) and (M) of Section 7.2), or clauses
      (B), (H), (I) or (J) of Section 7.3 and such failure or breach shall
      continue unremedied for fifteen (15) days;

            (ii) Clause (B) of Section 7.1, Section 7.3 (other than those
      clauses of Section 7.3 covered pursuant to clause (i) above) or Section
      7.4; or

            (iii) Clauses (K) or (M) of Section 7.2 and such failure or breach
      shall continue unremedied for five (5) Business Days.

      (C) Breach of Representation or Warranty. Any representation or warranty
made or deemed made by either Borrower to the Administrative Agent or any Lender
herein or by such Borrower or any of its Subsidiaries in any of the other Loan
Documents or in any statement or certificate at any time given by any such
Person pursuant to any of the Loan Documents shall be false or misleading in any
material respect on the date as of which made (or deemed made).

      (D) Other Defaults. Either Borrower shall default in the performance of or
compliance with any term contained in this Agreement (other than as covered by
paragraphs (A), (B) or (C) of this Section 8.1), or such Borrower or any of its
Subsidiaries shall default in the performance of or compliance with any term
contained in any of the other Loan Documents, and such default shall continue
for thirty (30) days after the occurrence thereof.

                                       74


      (E) Default as to Material Indebtedness. Either Borrower or any of its
Subsidiaries shall fail to make any payment when due (whether by scheduled
maturity, required prepayment, acceleration, demand or otherwise) with respect
to any Indebtedness (other than Indebtedness hereunder, but including, without
limitation, Disqualified Stock held by a Person other than the Domestic Borrower
or any of its Subsidiaries and Off-Balance Sheet Liabilities), beyond any period
of grace provided with respect thereto, which individually or together with
other such Indebtedness as to which any such failure exists has an aggregate
outstanding principal amount equal to or greater than $10,000,000 ("MATERIAL
INDEBTEDNESS"); or any breach, default or event of default shall occur, or any
other condition shall exist under any instrument, agreement or indenture
pertaining to any such Material Indebtedness, beyond any period of grace, if
any, provided with respect thereto, if the effect thereof is to cause an
acceleration, mandatory redemption, a requirement that such Borrower offer to
purchase such Material Indebtedness or other required repurchase of such
Material Indebtedness, or permit the holder(s) of such Material Indebtedness to
accelerate the maturity of any such Material Indebtedness or require a
redemption or other repurchase of such Material Indebtedness; or any such
Material Indebtedness shall be otherwise declared to be due and payable (by
acceleration or otherwise) or required to be prepaid, redeemed or otherwise
repurchased by such Borrower or any of its Subsidiaries (other than by a
regularly scheduled required prepayment) prior to the stated maturity thereof.

      (F) Involuntary Bankruptcy; Appointment of Receiver, Etc.

            (i) An involuntary case shall be commenced against either Borrower
      or any of the Borrower's Subsidiaries and the petition shall not be
      dismissed, stayed, bonded or discharged within sixty (60) days after
      commencement of the case; or a court having jurisdiction in the premises
      shall enter a decree or order for relief in respect of such Borrower or
      any of such Borrower's Subsidiaries in an involuntary case, under any
      applicable bankruptcy, insolvency or other similar law now or hereinafter
      in effect (including, without limitation, Japanese insolvency laws); or
      any other similar relief shall be granted under any applicable federal,
      state, local or foreign law.

            (ii) A decree or order of a court having jurisdiction in the
      premises for the appointment of a receiver, liquidator, sequestrator,
      trustee, custodian or other officer having similar powers over either
      Borrower or any of such Borrower's Subsidiaries or over all or a
      substantial part of the property of such Borrower or any of such
      Borrower's Subsidiaries shall be entered; or an interim receiver, trustee
      or other custodian of such Borrower or any of such Borrower's Subsidiaries
      or of all or a substantial part of the property of such Borrower or any of
      such Borrower's Subsidiaries shall be appointed or a warrant of
      attachment, execution or similar process against any substantial part of
      the property of such Borrower or any of such Borrower's Subsidiaries shall
      be issued and any such event shall not be stayed, dismissed, bonded or
      discharged within sixty (60) days after entry, appointment or issuance.

      (G) Voluntary Bankruptcy; Appointment of Receiver, Etc. Either Borrower or
any of the Borrower's Subsidiaries shall (i) commence a voluntary case under any
applicable bankruptcy, insolvency or other similar law now or hereafter in
effect (including, without limitation, under Japanese insolvency laws), (ii)
consent to the entry of an order for relief in an involuntary case,

                                       75


or to the conversion of an involuntary case to a voluntary case, under any such
law, (iii) consent to the appointment of or taking possession by a receiver,
trustee or other custodian for all or a substantial part of its property, (iv)
make any assignment for the benefit of creditors, (v) take any corporate action
to authorize any of the foregoing or (vi) is generally not paying, or admits in
writing its inability to pay, its debts as they become due.

      (H) Judgments and Attachments. Any money judgment(s), writ or warrant of
attachment, or similar process against either Borrower or any of its
Subsidiaries or any of their respective assets involving in any single case or
in the aggregate an amount in excess of $15,000,000 is or are entered and shall
remain undischarged, unvacated, unbonded or unstayed for a period of sixty (60)
days or in any event later than fifteen (15) days prior to the date of any
proposed sale thereunder (excluding from such calculation amounts covered by
insurance as to which a claim has been filed and the insurance company has not
disclaimed or reserved the right to disclaim coverage unless enforcement has
commenced with respect to such judgment and the applicable insurance company has
not reimbursed such Borrower or its Subsidiaries for such amounts covered by
insurance).

      (I) Dissolution. Any order, judgment or decree shall be entered against
either Borrower or any Guarantor decreeing its involuntary dissolution or split
up and such order shall remain undischarged and unstayed for a period in excess
of sixty (60) days; or either Borrower or any Guarantor shall otherwise dissolve
or cease to exist except as specifically permitted by this Agreement.

      (J) Loan Documents. At any time, for any reason, any Loan Document as a
whole that materially affects the ability of the Administrative Agent, or any of
the Lenders to enforce the Obligations ceases to be in full force and effect or
either Borrower or any of its Subsidiaries party thereto seeks to repudiate its
obligations under any Loan Document.

      (K) Termination Event. Any Termination Event occurs which the Required
Lenders believe is reasonably likely to subject either a Borrower or any
Controlled Group member to liability individually or in the aggregate in excess
of $15,000,000.

      (L) Waiver of Minimum Funding Standard. If the plan administrator of any
Plan applies under Section 412(d) of the Code for a waiver of the minimum
funding standards of Section 412(a) of the Code and any Lender believes the
substantial business hardship upon which the application for the waiver is based
could reasonably be expected to subject either a Borrower or any Controlled
Group member to liability individually or in the aggregate in excess of
$15,000,000.

      (M) Change of Control. A Change of Control shall occur.

      (N) Hedging Agreements. Nonpayment by a Borrower within three (3) Business
Days when due of any obligation under any Hedging Agreement or the breach by
such Borrower of any other term, provision or condition contained in any such
Hedging Agreement and such breach shall continue unremedied for thirty (30)
days.

                                       76


      (O) Environmental Matters. Either Borrower or any of its Subsidiaries
shall be the subject of any proceeding or investigation pertaining to (i) the
Release by such Borrower or any of its Subsidiaries of any Contaminant into the
environment, (ii) the liability of such Borrower or any of its Subsidiaries
arising from the Release by any other Person of any Contaminant into the
environment, or (iii) any violation of any Environmental, Health or Safety
Requirements of Law which by such Borrower or any of its Subsidiaries, which, in
any case, has or is reasonably likely to subject either such Borrower or its
Subsidiaries to liability individually or in the aggregate in excess of
$15,000,000 (excluding from such calculation amounts covered by insurance as to
which a claim has been filed and the insurance company has not disclaimed or
reserved the right to disclaim coverage unless enforcement has commenced with
respect to such payment of such liabilities and the applicable insurance company
has not reimbursed such Borrower or its Subsidiaries for such amounts covered by
insurance).

      (P) Guarantor Revocation. Other than in connection with the release of a
Guarantor in connection with a transaction permitted under this Agreement, any
Guarantor shall terminate or revoke any of its obligations under the Guaranty or
breach any of the material terms of the Guaranty.

      A Default shall be deemed "continuing" until cured or until waived in
writing in accordance with Section 9.3.

        ARTICLE IX: ACCELERATION. DEFAULTING LENDERS; WAIVERS, AMENDMENTS
                                  AND REMEDIES

      9.1 Termination of Revolving Loan Commitments; Acceleration. If any
Default described in Section 8.1(F) or 8.1 (G) occurs with respect to a
Borrower, the obligations of the Lenders to make Loans hereunder and the
obligation of the Issuing Bank to issue Letters of Credit hereunder shall
automatically terminate and the Obligations shall immediately become due and
payable without any election or action on the part of the Administrative Agent
or any Lender. If any other Default occurs, the Required Lenders may terminate
or suspend the obligations of the Lenders to make Loans hereunder and the
obligation of the Issuing Bank to issue Letters of Credit hereunder, or declare
the Obligations to be due and payable, or both, whereupon, upon notice of such
to the Borrowers, the Obligations shall become immediately due and payable,
without presentment, demand, protest or notice of any kind, all of which each
Borrower expressly waives.

      9.2 Defaulting Lender. In the event that any Lender fails to fund its Pro
Rata Share of any Advance requested or deemed requested by a Borrower (or an
Advance to repay Swing Line Loans to the Swing Line Bank or Reimbursement
Obligations to the Issuing Bank), which such Lender is obligated to fund under
the terms of this Agreement (the funded portion of such Advance being
hereinafter referred to as a "NON PRO RATA LOAN"), until the earlier of such
Lender's cure of such failure and the termination of the Revolving Loan
Commitments, the proceeds of all amounts thereafter repaid to the Administrative
Agent by such Borrower and otherwise required to be applied to such Lender's
share of all other Obligations pursuant to the terms of this Agreement shall be
advanced to such Borrower by the Administrative Agent on behalf of such Lender
to cure, in full or in part, such failure by such Lender, but shall nevertheless
be deemed to have been paid to such Lender in satisfaction of such other

                                       77


Obligations (the amounts so advanced being referred to as "CURE LOANS").
Notwithstanding anything in this Agreement to the contrary:

            (i) the foregoing provisions of this Section 9.2 shall apply only
      with respect to the proceeds of payments of Obligations and shall not
      affect the conversion or continuation of Loans pursuant to Section 2.9;

            (ii) any such Lender shall be deemed to have cured its failure to
      fund its Pro Rata Share, of any Advance at such time as an amount equal to
      such Lender's original Pro Rata Share of the requested principal portion
      of such Advance is fully funded to the applicable Borrower, whether made
      by such Lender itself or by operation of the terms of this Section 9.2,
      and whether or not the Non Pro Rata Loan with respect thereto has been
      repaid, converted or continued;

            (iii) regardless of whether or not a Default has occurred or is
      continuing, and notwithstanding the instructions of a Borrower as to its
      desired application, all repayments of principal which, in accordance with
      the other terms of this Agreement, would be applied to the outstanding
      Loans shall be applied first, ratably to all Loans constituting Non Pro
      Rata Loans, second, ratably to Loans other than those constituting Non Pro
      Rata Loans or Cure Loans and, third, ratably to Cure Loans;

            (iv) for so long as and until the earlier of any such Lender's cure
      of the failure to fund its Pro Rata Share of any Advance and the
      termination of the Revolving Loan Commitments, the term "Required Lenders"
      for purposes of this Agreement shall mean Lenders (excluding all Lenders
      whose failure to fund their respective Pro Rata Share of such Advance have
      not been so cured) whose Pro Rata Shares represent at least fifty-one
      percent (51%) of the aggregate Pro Rata Shares of such Lenders; and

            (v) for so long as and until any such Lender's failure to fund its
      Pro Rata Share of any Advance is cured in accordance with Section 9.2(ii),
      (A) such Lender shall not be entitled to any commitment fees with respect
      to its Revolving Loan Commitment and (B) such Lender shall not be entitled
      to any letter of credit fees, which commitment fees and letter of credit
      fees shall accrue in favor of the Lenders which have funded their
      respective Pro Rata Share of such requested Advance, shall be allocated
      among such performing Lenders ratably based upon their relative Revolving
      Loan Commitments, and shall be calculated based upon the average amount by
      which the aggregate Revolving Loan Commitments of such performing Lenders
      exceeds the sum of (I) the outstanding principal amount of the Loans owing
      to such performing Lenders, plus (II) the outstanding Reimbursement
      Obligations owing to such performing Lenders, plus (III) the aggregate
      participation interests of such performing Lenders arising pursuant to
      Section 3.5 with respect to undrawn and outstanding Letters of Credit.

      9.3 Amendments. Subject to the provisions of this Article IX, the Required
Lenders (or the Administrative Agent with the consent in writing of the Required
Lenders) and the Borrowers may enter into agreements supplemental hereto for the
purpose of adding or modifying any provisions to the Loan Documents or changing
in any manner the rights of the

                                       78


Lenders or the Borrowers hereunder or waiving any Default hereunder; provided,
however, that no such supplemental agreement shall, without the consent of each
Lender affected thereby:

            (i) Postpone or extend the Revolving Loan Termination Date or any
      other date fixed for any payment of principal of, or interest on, the
      Loans, the Reimbursement Obligations or any fees or other amounts payable
      to such Lender;

            (ii) Reduce the principal amount of any Loans or L/C Obligations, or
      reduce the rate or extend the time of payment of interest or fees thereon
      (other than (i) a waiver of the application of the default rate of
      interest pursuant to Section 2.10 hereof and (ii) as a result of a change
      in the definition of Leverage Ratio or any of the components thereof or
      the method of calculation thereof);

            (iii) Reduce the percentage specified in the definition of Required
      Lenders or any other percentage of Lenders specified to be the applicable
      percentage in this Agreement to act on specified matters or amend the
      definitions of "Required Lenders" or "Pro Rata Share";

            (iv) Other than as set forth in Section 2.5(A), increase the amount
      of the Revolving Loan Commitment of such Lender hereunder or increase such
      Lender's Pro Rata Share;

            (v) Permit a Borrower to assign its rights under this Agreement;

            (vi) Other than pursuant to a transaction not prohibited by the
      terms of this Agreement or any other Loan Document, release any Guarantor
      from its obligations under the Guaranty;

            (vii) Amend this Section 9.3; or

            (viii) Amend Section 12.2.

No amendment of any provision of this Agreement relating to (a) the
Administrative Agent shall be effective without the written consent of the
Administrative Agent, (b) Swing Line Loans shall be effective without the
written consent of the Swing Line Bank and (c) the Issuing Bank shall be
effective without the written consent of the Issuing Bank. The Administrative
Agent may waive payment of the fee required under Section 13.3(B) without
obtaining the consent of any of the Lenders.

      9.4 Preservation of Rights. No delay or omission of the Lenders or the
Administrative Agent to exercise any right under the Loan Documents shall impair
such right or be construed to be a waiver of any Default or an acquiescence
therein, and the making of a Loan or the issuance of a Letter of Credit
notwithstanding the existence of a Default or the inability of a Borrower to
satisfy the conditions precedent to such Loan or issuance of such Letter of
Credit shall not constitute any waiver or acquiescence. Any single or partial
exercise of any such right shall not preclude other or further exercise thereof
or the exercise of any other right, and no waiver, amendment or other variation
of the terms, conditions or provisions of the Loan Documents whatsoever shall be
valid unless in writing signed by the requisite number of Lenders required

                                       79


pursuant to Section 9.3, and then only to the extent in such writing
specifically set forth. All remedies contained in the Loan Documents or by law
afforded shall be cumulative and all shall be available to the Administrative
Agent and the Lenders until all of the Obligations (other than contingent
indemnity obligations) shall have been fully paid and satisfied in cash, all
financing arrangements among the Borrowers and the Lenders shall have been
terminated (including under Hedging Agreements or other agreements with respect
to Hedging Obligations) and all of the Letters of Credit shall have expired,
been canceled or terminated.

                          ARTICLE X: GENERAL PROVISIONS

      10.1 Survival of Representations. All representations and warranties of
the Borrowers contained in this Agreement shall survive delivery of this
Agreement and the making of the Loans herein contemplated.

      10.2 Governmental Regulation. Anything contained in this Agreement to the
contrary notwithstanding, no Lender shall be obligated to extend credit to the
Borrowers in violation of any limitation or prohibition provided by any
applicable statute or regulation.

      10.3 Headings. Section headings in the Loan Documents are for convenience
of reference only, and shall not govern the interpretation of any of the
provisions of the Loan Documents.

      10.4 Entire Agreement. The Loan Documents embody the entire agreement and
understanding among the Borrowers, the Administrative Agent and the Lenders and
supersede all prior agreements and understandings among the Borrowers, the
Administrative Agent and the Lenders relating to the subject matter thereof.

      10.5 Several Obligations; Benefits of this Agreement. The respective
obligations of the Lenders hereunder are several and not joint and no Lender
shall be the partner or agent of any other Lender (except to the extent to which
the Administrative Agent is authorized to act as such). The failure of any
Lender to perform any of its obligations hereunder shall not relieve any other
Lender from any of its obligations hereunder. This Agreement shall not be
construed so as to confer any right or benefit upon any Person other than the
parties to this Agreement and their respective successors and assigns.

      10.6 Expenses; Indemnification.

      (A) Expenses. Each Borrower shall reimburse the Administrative Agent and
the Arranger for any reasonable costs, internal charges and out-of-pocket
expenses (including reasonable attorneys' and paralegals' fees and time charges
of attorneys and paralegals for the Administrative Agent, which attorneys and
paralegals may be employees of the Administrative Agent) paid or incurred by the
Administrative Agent or the Arranger in connection with the preparation,
negotiation, execution, delivery, syndication, distribution (including via the
Internet), review, amendment, modification, and administration of the Loan
Documents. Each Borrower also agrees to reimburse the Administrative Agent and
the Arranger and the Lenders for any costs, internal charges and out-of-pocket
expenses (including attorneys' and paralegals' fees and time charges of
attorneys and paralegals for the Administrative Agent and the Arranger and the
Lenders, which attorneys and paralegals may be employees of the Administrative
Agent

                                       80


or the Arranger or the Lenders) paid or incurred by the Administrative Agent or
the Arranger or any Lender in connection with the collection of the Obligations
and enforcement of the Loan Documents. In addition to expenses set forth above,
each Borrower agrees to reimburse the Administrative Agent, promptly after the
Administrative Agent's request therefor, for each audit, or other business
analysis performed by or for the benefit of the Lenders in connection with this
Agreement or the other Loan Documents in an amount equal to the Administrative
Agent's then customary charges which it charges to other similarly situated
customers for each person employed to perform such audit or analysis, plus all
costs and expenses (including without limitation, travel expenses) incurred by
the Administrative Agent in the performance of such audit or analysis; provided,
the Borrowers shall not be required to pay expenses for more than one (1) such
audit or analyses conducted in any twelve-month period if at a time when no
Default has occurred and is continuing. The Administrative Agent shall provide
the Borrowers with a detailed statement of all reimbursements requested under
this Section 10.6(A).

      (B) Indemnity. Each Borrower further agrees to defend, protect, indemnify,
and hold harmless the Administrative Agent, the Arranger and each and all of the
Lenders and each of their respective Affiliates, and each of such Administrative
Agent's, Arranger's, Lender's, or Affiliate's respective officers, directors,
trustees, investment advisors, employees, attorneys and agents (including,
without limitation, those retained in connection with the satisfaction or
attempted satisfaction of any of the conditions set forth in Article V)
(collectively, the "INDEMNITEES") from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, claims,
costs, expenses of any kind or nature whatsoever (including, without limitation,
the reasonable fees and disbursements of counsel and other independent advisors
for such Indemnitees in connection with any investigative, administrative or
judicial proceeding, whether or not such Indemnitees shall be designated a party
thereto), imposed on, incurred by, or asserted against such Indemnitees in any
manner relating to or arising out of:

            (i) this Agreement, the other Loan Documents or any act, event or
      transaction related thereto, the making of the Loans, and the issuance of
      and participation in Letters of Credit hereunder, the management of such
      Loans or Letters of Credit, the use or intended use of the proceeds of the
      Loans or Letters of Credit hereunder, or any of the other transactions
      contemplated by the Loan Documents; or

            (ii) any liabilities, obligations, responsibilities, losses,
      damages, personal injury, death, punitive damages, economic damages,
      consequential damages, treble damages, intentional, willful or wanton
      injury, damage or threat to the environment, natural resources or public
      health or welfare, costs and expenses (including, without limitation,
      attorney, expert and consulting fees and costs of investigation,
      feasibility or remedial action studies), fines, penalties and monetary
      sanctions, interest, direct or indirect, known or unknown, absolute or
      contingent, past, present or future relating to violation of any
      Environmental, Health or Safety Requirements of Law arising from or in
      connection with the past, present or future operations of the Borrowers,
      their Subsidiaries or any of their respective predecessors in interest,
      or, the past, present or future environmental, health or safety condition
      of any respective property of the Borrowers or their Subsidiaries, the
      presence of asbestos-containing materials at any respective property of
      the Borrowers or their Subsidiaries or the Release or threatened Release
      of any Contaminant into the environment (collectively, the "INDEMNIFIED
      MATTERS");

                                       81


provided, however, no Borrower shall have an obligation to an Indemnitee
hereunder with respect to Indemnified Matters caused primarily by or resulting
primarily from the willful misconduct or Gross Negligence of such Indemnitee
with respect to the Loan Documents, as determined by the final non-appealed
judgment of a court of competent jurisdiction. Notwithstanding the provisions of
clause (ii) above, in the event that the Lenders foreclose upon the property of
a Borrower or its Subsidiaries or otherwise assume control of such property,
then the provisions of Section 10.6(B)(ii) shall not apply to losses or costs
attributable to environmental conditions first caused by the Lenders or their
agents or representatives following the Lenders' foreclosure or other assumption
of control. If the undertaking to indemnify, pay and hold harmless set forth in
the preceding sentence may be unenforceable because it is violative of any law
or public policy, the Borrowers shall contribute the maximum portion which it is
permitted to pay and satisfy under applicable law, to the payment and
satisfaction of all Indemnified Matters incurred by the Indemnitees.

      (C) Waiver of Certain Claims; Settlement of Claims. Each Borrower further
agrees to assert no claim against any of the Indemnitees on any theory of
liability seeking consequential, special, indirect, exemplary or punitive
damages. No settlement shall be entered into by any Borrower or any of its
Subsidiaries with respect to any claim, litigation, arbitration or other
proceeding relating to or arising out of the transactions evidenced by this
Agreement, the other Loan Documents or in connection with the transactions
contemplated hereby and thereby (whether or not the Administrative Agent or any
Lender or any Indemnitee is a party thereto) unless such settlement releases all
Indemnitees from any and all liability with respect thereto.

      (D) Survival of Agreements. The obligations and agreements of the
Borrowers under this Section 10.6 shall survive the termination of this
Agreement.

      10.7 Numbers of Documents. All statements, notices, closing documents, and
requests hereunder shall be furnished to the Administrative Agent with
sufficient counterparts so that the Administrative Agent may furnish one to each
of the Lenders.

      10.8 Accounting. Except as provided to the contrary herein, all accounting
terms used herein shall be interpreted and all accounting determinations
hereunder shall be made in accordance with Agreement Accounting Principles. If
any changes the impact of which is material in generally accepted accounting
principles are hereafter required or permitted and are adopted by the Domestic
Borrower or any of its Subsidiaries with the agreement of its independent
certified public accountants and such changes result in a change in the method
of calculation of any of the financial covenants, tests, restrictions or
standards herein or in the related definitions or terms used therein
("ACCOUNTING CHANGES"), the parties hereto agree, at the Domestic Borrower's
request, to enter into negotiations, in good faith, in order to amend such
provisions in a credit neutral manner so as to reflect equitably such changes
with the desired result that the criteria for evaluating the Domestic Borrower's
and its Subsidiaries' financial condition shall be the same after such changes
as if such changes had not been made; provided, however, until such provisions
are amended in a manner reasonably satisfactory to the Administrative Agent and
the Required Lenders, no Accounting Change shall be given effect in such
calculations and all financial statements and reports required to be delivered
hereunder shall be prepared in accordance with Agreement Accounting Principles
without taking into account such Accounting Changes. In the event such amendment
is entered into, all references in this

                                       82


Agreement to Agreement Accounting Principles shall mean generally accepted
accounting principles as of the date of such amendment.

      10.9 Severability of Provisions. Any provision in any Loan Document that
is held to be inoperative, unenforceable, or invalid in any jurisdiction shall,
as to that jurisdiction, be inoperative, unenforceable, or invalid without
affecting the remaining provisions in that jurisdiction or the operation,
enforceability, or validity of that provision in any other jurisdiction, and to
this end the provisions of all Loan Documents are declared to be severable.

      10.10 Nonliability of Lenders. The relationship between the Borrowers and
the Lenders and the Administrative Agent shall be solely that of borrower and
lender. Neither the Administrative Agent nor any Lender shall have any fiduciary
responsibilities to the Borrowers. Neither the Administrative Agent nor any
Lender undertakes any responsibility to the Borrowers to review or inform the
Borrowers of any matter in connection with any phase of the Borrowers' business
or operations.

      10.11 GOVERNING LAW. THE ADMINISTRATIVE AGENT ACCEPTS THIS AGREEMENT, ON
BEHALF OF ITSELF AND THE LENDERS, AT NEW YORK, NEW YORK BY ACKNOWLEDGING AND
AGREEING TO IT THERE. ANY DISPUTE BETWEEN THE BORROWERS AND THE ADMINISTRATIVE
AGENT, ANY LENDER OR ANY OTHER HOLDER OF OBLIGATIONS ARISING OUT OF, CONNECTED
WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN
CONNECTION WITH, THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, AND WHETHER
ARISING IN CONTRACT, TORT, EQUITY, OR OTHERWISE, SHALL BE RESOLVED IN ACCORDANCE
WITH THE INTERNAL LAWS (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW
OF THE STATE OF NEW YORK, BUT OTHERWISE WITHOUT REGARD TO THE CONFLICT OF LAWS
PRINCIPLES) OF THE STATE OF NEW YORK.

      10.12 CONSENT TO JURISDICTION; SERVICE OF PROCESS; JURY TRIAL.

      (A) EXCLUSIVE JURISDICTION. EXCEPT AS PROVIDED IN SUBSECTION (B), EACH OF
THE PARTIES HERETO AGREES THAT ALL DISPUTES AMONG THEM ARISING OUT OF, CONNECTED
WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN
CONNECTION WITH, THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS WHETHER
ARISING IN CONTRACT, TORT, EQUITY, OR OTHERWISE, SHALL BE RESOLVED EXCLUSIVELY
BY STATE OR FEDERAL COURTS LOCATED IN NEW YORK, NEW YORK, BUT THE PARTIES HERETO
ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT
LOCATED OUTSIDE OF NEW YORK, NEW YORK. EACH OF THE PARTIES HERETO WAIVES IN ALL
DISPUTES BROUGHT PURSUANT TO THIS SUBSECTION (A) ANY OBJECTION THAT IT MAY HAVE
TO THE LOCATION OF THE COURT CONSIDERING THE DISPUTE.

      (B) OTHER JURISDICTIONS. EACH BORROWER AGREES THAT THE ADMINISTRATIVE
AGENT, ANY LENDER OR ANY OTHER HOLDER OF

                                       83


OBLIGATIONS SHALL HAVE THE RIGHT TO PROCEED AGAINST SUCH BORROWER OR ITS
PROPERTY IN A COURT IN ANY LOCATION TO ENABLE SUCH PERSON TO (1) OBTAIN PERSONAL
JURISDICTION OVER SUCH BORROWER TO THE EXTENT THAT SUCH PERSON CANNOT OBTAIN
PERSONAL JURISDICTION IN NEW YORK PURSUANT TO PARAGRAPH (A) ABOVE OR (2) IN
ORDER TO ENFORCE A JUDGMENT OR OTHER COURT ORDER ENTERED IN FAVOR OF SUCH
PERSON. EACH BORROWER AGREES THAT IT WILL NOT ASSERT ANY PERMISSIVE
COUNTERCLAIMS IN ANY PROCEEDING BROUGHT BY SUCH PERSON TO REALIZE ON ANY
SECURITY FOR THE OBLIGATIONS OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN
FAVOR OF SUCH PERSON BUT SHALL ONLY BE PERMITTED TO BRING ANY SUCH PERMISSIVE
COUNTERCLAIM IN A PROCEEDING BROUGHT PURSUANT TO CLAUSE (A). EACH BORROWER
WAIVES ANY OBJECTION THAT IT MAY HAVE TO THE LOCATION OF THE COURT IN WHICH SUCH
PERSON HAS COMMENCED A PROCEEDING DESCRIBED IN THIS SUBSECTION (B).

      (C) VENUE. EACH BORROWER IRREVOCABLY WAIVES ANY OBJECTION (INCLUDING,
WITHOUT LIMITATION, ANY OBJECTION OF THE LAYING OF VENUE OR BASED ON THE GROUNDS
OF FORUM NON CONVENIENS) WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF
ANY SUCH ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER
INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH
IN ANY JURISDICTION SET FORTH ABOVE.

      (D) WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES
ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING
IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED TO OR
INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS
AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED
IN CONNECTION HEREWITH. EACH OF THE PARTIES HERETO AGREES AND CONSENTS THAT ANY
SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL
WITHOUT A JURY AND THAT ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A
COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE
PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

      (E) ADVICE OF COUNSEL. EACH OF THE PARTIES REPRESENT TO EACH OTHER PARTY
HERETO THAT IT HAS DISCUSSED THIS AGREEMENT AND, SPECIFICALLY, THE PROVISIONS OF
SECTION 10.6 AND THIS SECTION 10.12, WITH ITS COUNSEL.

      10.13 Subordination of Intercompany Indebtedness. Each Borrower agrees
that any and all claims of such Borrower against any of its Subsidiaries that is
a Guarantor with respect to any "Intercompany Indebtedness" (as hereinafter
defined), any endorser, obligor or any other guarantor of all or any part of the
Obligations, or against any of its properties shall be

                                       84


subordinate and subject in right of payment to the prior payment, in full and in
cash, of all Obligations and Hedging Obligations under Hedging Agreements;
provided that, and not in contravention of the foregoing, so long as no Default
has occurred and is continuing such Borrower may make loans to and receive
payments in the ordinary course with respect to such Intercompany Indebtedness
from each such Guarantor to the extent not prohibited by the terms of this
Agreement and the other Loan Documents. Notwithstanding any right of any
Borrower to ask, demand, sue for, take or receive any payment from any
Guarantor, all rights, liens and security interests of such Borrower, whether
now or hereafter arising and howsoever existing, in any assets of any Guarantor
shall be and are subordinated to the rights of the Holders of Obligations and
the Administrative Agent in those assets. No Borrower shall have a right to
possession of any such asset or to foreclose upon any such asset, whether by
judicial action or otherwise, unless and until all of the Obligations (other
than contingent indemnity obligations) and the Hedging Obligations under Hedging
Agreements shall have been fully paid and satisfied (in cash) and all financing
arrangements pursuant to any Loan Document or Hedging Agreement among such
Borrower and the Holders of Obligations (or any affiliate thereof) have been
terminated. If all or any part of the assets of any Guarantor, or the proceeds
thereof, are subject to any distribution, division or application to the
creditors of such Guarantor, whether partial or complete, voluntary or
involuntary, and whether by reason of liquidation, bankruptcy, arrangement,
receivership, assignment for the benefit of creditors or any other action or
proceeding, or if the business of any such Guarantor is dissolved or if
substantially all of the assets of any such Guarantor are sold, then, and in any
such event (such events being herein referred to as an "INSOLVENCY EVENT"), any
payment or distribution of any kind or character, either in cash, securities or
other property, which shall be payable or deliverable upon or with respect to
any indebtedness of any Guarantor to a Borrower ("INTERCOMPANY INDEBTEDNESS")
shall be paid or delivered directly to the Administrative Agent for application
on any of the Obligations and Hedging Obligations under the Hedging Agreements,
due or to become due, until such Obligations and Hedging Obligations (other than
contingent indemnity obligations) shall have first been fully paid and satisfied
(in cash). Should any payment, distribution, security or instrument or proceeds
thereof be received by a Borrower upon or with respect to the Intercompany
Indebtedness after an Insolvency Event prior to the satisfaction of all of the
Obligations (other than contingent indemnity obligations) and Hedging
Obligations under Hedging Agreements and the termination of all financing
arrangements pursuant to any Loan Document and or Hedging Agreement among such
Borrower and the Holders of Obligations (and their affiliates), such Borrower
shall receive and hold the same in trust, as trustee, for the benefit of the
Holders of Obligations and such Hedging Obligations and shall forthwith deliver
the same to the Administrative Agent, for the benefit of such Persons, in
precisely the form received (except for the endorsement or assignment of such
Borrower where necessary), for application to any of the Obligations and such
Hedging Obligations, due or not due, and, until so delivered, the same shall be
held in trust by such Borrower as the property of the Holders of Obligations and
such Hedging Obligations. If a Borrower fails to make any such endorsement or
assignment to the Administrative Agent, the Administrative Agent or any of its
officers or employees are irrevocably authorized to make the same. Each Borrower
agrees that until the Obligations (other than the contingent indemnity
obligations) and such Hedging Obligations have been paid in full (in cash) and
satisfied and all financing arrangements pursuant to any Loan Document or
Hedging Agreement among such Borrower and the Holders of Obligations (and their
affiliates) have been terminated, such Borrower will not assign or transfer to
any Person

                                       85


(other than the Administrative Agent) any claim such Borrower has or may have
against any Guarantor.

      10.14 Lender's Not Utilizing Plan Assets. None of the consideration used
by any of the Lenders to make its Loans constitute for any purpose of ERISA or
Section 4975 of the Code assets of any "plan" as defined in Section 3(3) of
ERISA or Section 4975 of the Code and the rights and interests of each of the
Lenders in and under the Loan Documents shall not constitute such "plan assets"
under ERISA.

      10.15 Distribution of Borrowers' Deliveries. The Administrative Agent may
distribute by e-mail, the internet or another electronic medium (including,
without limitation, Intralinks) any notices, requests, statements, certificates
or other written deliveries sent to the Administrative Agent by a Borrower.

                      ARTICLE XI: THE ADMINISTRATIVE AGENT

      11.1 Appointment; Nature of Relationship. Bank One, NA, having its
principal office in Chicago, Illinois is appointed by the Lenders as the
Administrative Agent hereunder and under each other Loan Document, and each of
the Lenders irrevocably authorizes the Administrative Agent to act as the
contractual representative of such Lender with the rights and duties expressly
set forth herein and in the other Loan Documents. The Administrative Agent
agrees to act as such contractual representative upon the express conditions
contained in this Article XI. Notwithstanding the use of the defined term
"Administrative Agent," it is expressly understood and agreed that the
Administrative Agent shall not have any fiduciary responsibilities to any Holder
of Obligations by reason of this Agreement and that the Administrative Agent is
merely acting as the representative of the Lenders with only those duties as are
expressly set forth in this Agreement and the other Loan Documents. In its
capacity as the Lenders' contractual representative, the Administrative Agent
(i) does not assume any fiduciary duties to any of the Holders of Obligations,
(ii) is a "representative" of the Holders of Obligations within the meaning of
Section 9-102 of the Uniform Commercial Code and (iii) is acting as an
independent contractor, the rights and duties of which are limited to those
expressly set forth in this Agreement and the other Loan Documents. Each of the
Lenders, for itself and on behalf of its affiliates as Holders of Obligations,
agrees to assert no claim against the Administrative Agent on any agency theory
or any other theory of liability for breach of fiduciary duty, all of which
claims each Holder of Obligations waives. In its capacity as the Lenders'
contractual representative, the Administrative Agent shall promptly distribute
to the Lenders copies of all reports, certificates and notices of the Borrowers
required to be delivered thereto pursuant to the terms of this Agreement and the
other Loan Documents.

      11.2 Powers. The Administrative Agent shall have and may exercise such
powers under the Loan Documents as are specifically delegated to the
Administrative Agent by the terms of each thereof, together with such powers as
are reasonably incidental thereto. The Administrative Agent shall have no
implied duties or fiduciary duties to the Lenders, or any obligation to the
Lenders to take any action hereunder or under any of the other Loan Documents
except any action specifically provided by the Loan Documents required to be
taken by the Administrative Agent.

                                       86


      11.3 General Immunity. Neither the Administrative Agent nor any of its
directors, officers, agents or employees shall be liable to the Borrowers, the
Lenders or any Lender for any action taken or omitted to be taken by it or them
hereunder or under any other Loan Document or in connection herewith or
therewith except to the extent such action or inaction is found in a final
judgment by a court of competent jurisdiction to have arisen solely from the
Gross Negligence or willful misconduct of such Person.

      11.4 No Responsibility for Loans, Creditworthiness, Recitals, Etc. Neither
the Administrative Agent nor any of its directors, officers, agents or employees
shall be responsible for or have any duty to ascertain, inquire into, or verify
(i) any statement, warranty or representation made in connection with any Loan
Document or any borrowing hereunder; (ii) the performance or observance of any
of the covenants or agreements of any obligor under any Loan Document; (iii) the
satisfaction of any condition specified in Article V, except receipt of items
required to be delivered solely to the Administrative Agent; (iv) the existence
or possible existence of any Default or (v) the validity, effectiveness or
genuineness of any Loan Document or any other instrument or writing furnished in
connection therewith. The Administrative Agent shall not be responsible to any
Lender for any recitals, statements, representations or warranties herein or in
any of the other Loan Documents, for the perfection or priority of the Liens on
collateral, if any, or for the execution, effectiveness, genuineness, validity,
legality, enforceability, collectibility, or sufficiency of this Agreement or
any of the other Loan Documents or the transactions contemplated thereby, or for
the financial condition of any guarantor of any or all of the Obligations, any
Borrower or any of its Subsidiaries.

      11.5 Action on Instructions of Lenders. The Administrative Agent shall in
all cases be fully protected in acting, or in refraining from acting, hereunder
and under any other Loan Document in accordance with written instructions signed
by the Required Lenders (or all of the Lenders in the event that and to the
extent that this Agreement expressly requires such), and such instructions and
any action taken or failure to act pursuant thereto shall be binding on all of
the Lenders and on all owners of Loans and on all Holders of Obligations. The
Administrative Agent shall be fully justified in failing or refusing to take any
action hereunder and under any other Loan Document unless it shall first be
indemnified to its reasonable satisfaction by the Lenders pro rata against any
and all liability, cost and expense that it may incur by reason of taking or
continuing to take any such action.

      11.6 Employment of Agents and Counsel. The Administrative Agent may
execute any of its duties as the Administrative Agent hereunder and under any
other Loan Document by or through employees, agents, and attorney-in-fact and
shall not be answerable to the Lenders, except as to money or securities
received by it or its authorized agents, for the default or misconduct of any
such agents or attorneys-in-fact selected by it with reasonable care. The
Administrative Agent shall be entitled to advice of counsel concerning the
contractual arrangement between the Administrative Agent and the Lenders and all
matters pertaining to the Administrative Agent's duties hereunder and under any
other Loan Document.

      11.7 Reliance on Documents; Counsel. Absent any Gross Negligence or
willful misconduct on the part of the Administrative Agent or its
representatives, the Administrative Agent shall be entitled to rely upon any
notice, consent, certificate, affidavit, letter, telegram, statement, paper or
document believed by it to be genuine and correct and to have been signed or

                                       87


sent by the proper person or persons, and, in respect to legal matters, upon the
opinion of counsel selected by the Administrative Agent, which counsel may be
employees of the Administrative Agent.

      11.8 The Administrative Agent's Reimbursement and Indemnification. The
Lenders agree to reimburse and indemnify the Administrative Agent ratably in
proportion to their respective Pro Rata Shares (i) for any amounts not
reimbursed by the Borrowers for which the Administrative Agent is entitled to
reimbursement by the Borrowers under the Loan Documents, (ii) for any other
reasonable expenses incurred by the Administrative Agent on behalf of the
Lenders, in connection with the preparation, execution, delivery, administration
and enforcement of the Loan Documents and (iii) for any liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind and nature whatsoever which may be imposed
on, incurred by or asserted against the Administrative Agent in any way relating
to or arising out of the Loan Documents or any other document delivered in
connection therewith or the transactions contemplated thereby, or the
enforcement of any of the terms thereof or of any such other documents, provided
that no Lender shall be liable for any of the foregoing to the extent any of the
foregoing is found in a final non-appealable judgment by a court of competent
jurisdiction to have arisen solely from the Gross Negligence or willful
misconduct of the Administrative Agent.

      11.9 Rights as a Lender. With respect to its Revolving Loan Commitment,
Loans made by it, and Letters of Credit issued by it, the Administrative Agent
shall have the same rights and powers hereunder and under any other Loan
Document as any Lender or the Issuing Bank and may exercise the same as though
it were not the Administrative Agent, and the term "Lender" or "Lenders" or
"Issuing Bank" shall, unless the context otherwise indicates, include the
Administrative Agent in its individual capacity. The Administrative Agent may
accept deposits from, lend money to, and generally engage in any kind of trust,
debt, equity or other transaction, in addition to those contemplated by this
Agreement or any other Loan Document, with the Borrowers or any of their
respective Subsidiaries in which such Person is not prohibited hereby from
engaging with any other Person.

      11.10 Lender Credit Decision. Each Lender acknowledges that it has,
independently and without reliance upon the Administrative Agent, the Arranger
or any other Lender and based on the financial statements prepared by the
Domestic Borrower and such other documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this
Agreement and the other Loan Documents. Each Lender also acknowledges that it
will, independently and without reliance upon the Administrative Agent, the
Arranger 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 and the other Loan Documents.

      11.11 Successor Administrative Agent. The Administrative Agent may resign
at any time by giving written notice thereof to the Lenders and the Borrowers.
Upon any such resignation, the Required Lenders shall have the right to appoint,
on behalf of the Borrowers and the Lenders, a successor Administrative Agent. If
no successor Administrative Agent shall have been so appointed by the Required
Lenders and shall have accepted such appointment within thirty days after the
retiring Administrative Agent's giving notice of resignation, then the retiring

                                       88


Administrative Agent may appoint, on behalf of the Borrowers and the Lenders, a
successor Administrative Agent. Notwithstanding anything herein to the contrary,
so long as no Default has occurred and is continuing, each such successor
Administrative Agent shall be subject to the prior written consent of the
Borrowers, which consent shall not be unreasonably withheld. Such successor
Administrative Agent shall be a commercial bank having capital and retained
earnings of at least $500,000,000. Upon the acceptance of any appointment as the
Administrative Agent hereunder by a successor Administrative Agent, such
successor Administrative Agent shall thereupon succeed to and become vested with
all the rights, powers, privileges and duties of the retiring Administrative
Agent, and the retiring Administrative Agent shall be discharged from its duties
and obligations hereunder and under the other Loan Documents. After any retiring
Administrative Agent's resignation hereunder as Administrative Agent, the
provisions of this Article XI shall continue in effect for its benefit in
respect of any actions taken or omitted to be taken by it while it was acting as
the Administrative Agent hereunder and under the other Loan Documents.

      11.12 No Duties of Syndication Agent or Arranger. None of the Persons
identified on the cover page to this Agreement, the signature pages to this
Agreement or otherwise in this Agreement or any of the other Loan Documents as a
"Syndication Agent" or "Arranger" shall have any right, power, obligation,
liability, responsibility or duty under this Agreement or the other Loan
Documents other than, if such Person is a Lender, those applicable to all
Lenders as such. Without limiting the foregoing, none of the Persons identified
on the cover page to this Agreement, the signature pages to this Agreement or
otherwise in this Agreement as a "Syndication Agent" or "Arranger" shall have or
be deemed to have any fiduciary duty to or fiduciary relationship with any
Lender. In addition to the agreements set forth in Section 11.10, each of the
Lenders acknowledges that it has not relied, and will not rely, on any of the
Persons so identified in deciding to enter into this Agreement or in taking or
not taking action hereunder.

                     ARTICLE XII: SET-OFF; RATABLE PAYMENTS

      12.1 Set-off. In addition to, and without limitation of, any rights of the
Lenders under applicable law, if any Default occurs and is continuing, any
indebtedness from any Lender to either Borrower (including all account balances,
whether provisional or final and whether or not collected or available) may be
offset and applied toward the payment of the Obligations owing to such Lender,
whether or not the Obligations, or any part hereof, shall then be due. Each
Lender agrees to notify the Borrowers of any such set-off and application,
provided that the failure to give such notice shall not effect the validity of
such set-off and application.

      12.2 Ratable Payments. If any Lender, whether by setoff or otherwise, has
payment made to it upon its Loans (other than payments received pursuant to
Sections 4.1, 4.2 or 4.4) in a greater proportion than that received by any
other Lender, such Lender agrees, promptly upon demand, to purchase a portion of
the Loans held by the other Lenders so that after such purchase each Lender will
hold its ratable proportion of Loans. If any Lender, whether in connection with
setoff or amounts which might be subject to setoff or otherwise, receives
collateral or other protection for its Obligation or such amounts which may be
subject to setoff, such Lender agrees, promptly upon demand, to take such action
necessary such that all Lenders share in the benefits of such collateral ratably
in proportion to the obligations owing to them. In case any such

                                       89


payment is disturbed by legal process, or otherwise, appropriate further
adjustments shall be made.

      12.3 Application of Payments. Subject to the provisions of Section 9.2,
the Administrative Agent shall, unless otherwise specified at the direction of
the Required Lenders which direction shall be consistent with the penultimate
sentence of this Section 12.3, apply all payments and prepayments in respect of
any Obligations received after the occurrence and during the continuance of a
Default or Unmatured Default in the following order:

      (A) FIRST, to pay interest on and then principal of any portion of the
Loans which the Administrative Agent may have advanced on behalf of any Lender
for which the Administrative Agent has not then been reimbursed by such Lender
or the Borrowers;

      (B) SECOND, to pay Obligations in respect of any fees, expenses,
reimbursements or indemnities then due to the Administrative Agent;

      (C) THIRD, to pay Obligations in respect of any fees, expenses,
reimbursements or indemnities then due to the Lenders and the issuer(s) of
Letters of Credit;

      (D) FOURTH, to pay interest due in respect of Swing Line Loans;

      (E) FIFTH, to pay interest due in respect of Loans (other than Swing Line
Loans) and L/C Obligations;

      (F) SIXTH, to the ratable payment or prepayment of principal outstanding
on Swing Line Loans;

      (G) SEVENTH, to the ratable payment or prepayment of principal outstanding
on Loans (other than Swing Line Loans), Reimbursement Obligations and Hedging
Obligations under Hedging Agreements;

      (H) EIGHTH, to provide required cash collateral, if required pursuant to
Section 3.10; and

      (I) NINTH, to the ratable payment of all other Obligations.

Unless otherwise designated (which designation shall only be applicable prior to
the occurrence of a Default) by the Borrowers, all principal payments in respect
of Loans (other than Swing Line Loans) shall be applied to the outstanding
Revolving Loans first, to repay outstanding Floating Rate Loans, and then to
repay outstanding Eurocurrency Loans with those Eurocurrency Rate Loans which
have earlier expiring Interest Periods being repaid prior to those which have
later expiring Interest Periods. The order of priority set forth in this Section
12.3 and the related provisions of this Agreement are set forth solely to
determine the rights and priorities of the Administrative Agent, the Lenders,
the Swing Line Bank and the issuer(s) of Letters of Credit as among themselves.
The order of priority set forth in clauses (D) through (I) of this Section 12.3
may at any time and from time to time be changed by the Required Lenders without
necessity of notice to or consent of or approval by either Borrower, or any
other Person; provided, that the order of priority of payments in respect of
Swing Line Loans may be changed only with the prior

                                       90


written consent of the Swing Line Bank. The order of priority set forth in
clauses (A) through (C) of this Section 12.3 may be changed only with the prior
written consent of the Administrative Agent.

      12.4 Relations Among Lenders.

      (A) Except with respect to the exercise of set-off rights of any Lender in
accordance with Section 12.1, the proceeds of which are applied in accordance
with this Agreement, and except as set forth in the following sentence, each
Lender agrees that it will not take any action, nor institute any actions or
proceedings, against either Borrower or any other obligor hereunder or with
respect to any Loan Document, without the prior written consent of the Required
Lenders or, as may be provided in this Agreement or the other Loan Documents, at
the direction of the Administrative Agent.

      (B) The Lenders are not partners or co-venturers, and no Lender shall be
liable for the acts or omissions of, or (except as otherwise set forth herein in
case of the Administrative Agent) authorized to act for, any other Lender.

      12.5 Representations and Covenants Among Lenders. Each Lender represents
and covenants for the benefit of all other Lenders and the Administrative Agent
that such Lender is not satisfying and shall not satisfy any of its obligations
pursuant to this Agreement with any assets considered for any purposes of ERISA
or Section 4975 of the Code to be assets of or on behalf of any "plan" as
defined in section 3(3) of ERISA or section 4975 of the Code, regardless of
whether subject to ERISA or Section 4975 of the Code.

         ARTICLE XIII: BENEFIT OF AGREEMENT: ASSIGNMENTS: PARTICIPATIONS

      13.1 Successors and Assigns. The terms and provisions of the Loan
Documents shall be binding upon and inure to the benefit of the Borrowers and
the Lenders and their respective successors and assigns, except that (i) no
Borrowers shall have the right to assign its rights or obligations under the
Loan Documents without the consent of all of the Lenders, and any such
assignment in violation of this Section 13.1(i) shall be null and void, and (ii)
any assignment by any Lender must be made in compliance with Section 13.3
hereof. Notwithstanding clause (ii) of this Section 13.1 or Section 13.3, any
Lender may at any time, without the consent of either Borrower or the
Administrative Agent, assign all or any portion of its rights under this
Agreement to a Federal Reserve Bank. The Administrative Agent may treat each
Lender as the owner of the Loans made by such Lender hereunder for all purposes
hereof unless and until such Lender complies with Section 13.3 hereof in the
case of an assignment thereof or, in the case of any other transfer, a written
notice of the transfer is filed with the Administrative Agent. Any assignee or
transferee of a Loan, Revolving Loan Commitment, L/C Interest or any other
interest of a lender under the Loan Documents agrees by acceptance thereof to be
bound by all the terms and provisions of the Loan Documents. Any request,
authority or consent of any Person, who at the time of making such request or
giving such authority or consent is the owner of any Loan, shall be conclusive
and binding on any subsequent owner, transferee or assignee of such Loan.

      13.2 Participations.

                                       91


      (A) Permitted Participants; Effect. Subject to the terms set forth in this
Section 13.2, any Lender may, in the ordinary course of its business and in
accordance with applicable law, at any time sell to one or more banks or other
entities ("PARTICIPANTS") participating interests in any Loan owing to such
Lender, any Revolving Loan Commitment of such Lender, any L/C Interest of such
Lender or any other interest of such Lender under the Loan Documents on a pro
rata or non-pro rata basis. Notice of such participation to the Borrowers and
the Administrative Agent shall be required prior to any participation becoming
effective with respect to a Participant which is not a Lender or an Affiliate
thereof. Upon receiving said notice, the Administrative Agent shall record the
participation in the Register it maintains. Moreover, notwithstanding such
recordation, such participation shall not be considered an assignment under
Section 13.3 of this Agreement and such Participant shall not be considered a
Lender. In the event of any such sale by a Lender of participating interests to
a Participant, such Lender's obligations under the Loan Documents shall remain
unchanged, such Lender shall remain solely responsible to the other parties
hereto for the performance of such obligations, such Lender shall remain the
owner of all Loans made by it for all purposes under the Loan Documents, all
amounts payable by the Borrowers under this Agreement shall be determined as if
such Lender had not sold such participating interests, and the Borrowers and the
Administrative Agent shall continue to deal solely and directly with such Lender
in connection with such Lender's rights and obligations under the Loan Documents
except that, for purposes of Article IV hereof, the Participants shall be
entitled to the same rights as if they were Lenders provided no Participant
shall be entitled to reimbursement under Article IV hereof for any amount which
would exceed the amount that would have been payable by the Borrowers to the
Lender from which the Participant obtained its participation under the
applicable circumstances.

      (B) Voting Rights. Each Lender shall retain the sole right to approve,
without the consent of any Participant, any amendment, modification or waiver of
any provision of the Loan Documents other than any amendment, modification or
waiver with respect to any Loan, Letter of Credit or Revolving Loan Commitment
in which such Participant has an interest which forgives principal, interest or
fees or reduces the interest rate or fees payable pursuant to the terms of this
Agreement with respect to any such Loan or Revolving Loan Commitment, postpones
any date fixed for any regularly-scheduled payment (but not prepayments) of
principal of, or interest or fees on, any such Loan or Revolving Loan
Commitment, or releases all or substantially all of the collateral or
guarantees, if any, securing any such Loan or Letter of Credit.

      (C) Benefit of Setoff. Each Borrower agrees that each Participant shall be
deemed to have the right of setoff provided in Section 12.1 hereof in respect to
its participating interest in amounts owing under the Loan Documents to the same
extent as if the amount of its participating interest were owing directly to it
as a Lender under the Loan Documents; provided that each Lender shall retain the
right of setoff provided in Section 12.1 hereof with respect to the amount of
participating interests sold to each Participant except to the extent such
Participant exercises its right of setoff. The Lenders agree to share with each
Participant, and each Participant, by exercising the right of setoff provided in
Section 12.1 hereof, agrees to share with each Lender, any amount received
pursuant to the exercise of its right of setoff, such amounts to be shared in
accordance with Section 12.2 as if each Participant were a Lender.

      13.3 Assignments.

                                       92


      (A) Permitted Assignments. Any Lender may, in the ordinary course of its
business and in accordance with applicable law, at any time assign to one or
more banks or other entities ("PURCHASERS") all or a portion of its rights and
obligations under this Agreement and the other Loan Documents (including,
without limitation, its Revolving Loan Commitment, all Loans owing to it, all of
its participation interests in existing Letters of Credit, and its obligation to
participate in additional Letters of Credit hereunder) in accordance with the
provisions of this Section 13.3, provided that upon such assignment, such Lender
shall cease to be a party hereto but shall continue to be entitled to the
benefits of Sections 4.1, 4.2, 4.4, 4.5, 4.8 and 10.6, as well as to any fees
accrued for its account hereunder and not yet paid, and shall continue to be
obligated under Section 11.8. Each assignment shall be of a constant, and not a
varying, ratable percentage of all of the assigning Lender's rights and
obligations under this Agreement and the other Loan Documents. Such assignment
shall be substantially in the form of Exhibit D hereto and shall not be
permitted hereunder unless such assignment is either for all of such Lender's
rights and obligations under the Loan Documents or, without the prior written
consent of the Administrative Agent and the Borrowers, involves loans and
commitments in an aggregate amount of at least (i) $5,000,000 or (ii) if less,
the remaining amount of the assigning Lender's Revolving Loan Commitment
calculated as of the date of such assignment (which minimum amount shall not
apply to any assignment between Lenders, or to an Affiliate of any Lender);
provided however no such consent of the Borrowers shall be required if a Default
has occurred and is continuing. The prior written consent of the Administrative
Agent shall be required prior to an assignment becoming effective with respect
to a Purchaser which is not a Lender or an Affiliate of such Lender, which
consent shall not be unreasonably withheld or delayed. Provided no Default has
occurred and is continuing, the prior written consent of the Borrowers shall be
required prior to an assignment becoming effective with respect to a Purchaser
which is not a Lender (other than a "Dissenting Lender" as defined below) or an
Affiliate of the assigning Lender, which consent shall not be unreasonably
withheld or delayed. For any assignment to another Lender where such Lender has
previously withheld its consent to an amendment to or waiver under this
Agreement where such amendment or waiver was approved by the Required Lenders (a
"DISSENTING LENDER"), provided no Default has occurred and is continuing at the
time of such assignment, the prior written consent of the Borrowers shall be
required. Notwithstanding anything to the contrary set forth herein, no
assignment shall be made to a Non-U.S. Lender without delivery to the
Administrative Agent of satisfactory evidence of such Non-U.S. Lender's
exemption from withholding taxes as more particularly described in Section 4.5
hereof.

      (B) Effect: Effective Date. Upon (i) delivery to the Administrative Agent
of a notice of assignment, substantially in the form attached as Appendix I to
Exhibit D hereto (a "NOTICE OF ASSIGNMENT"), together with any consent required
by Section 13.3(A) hereof, and (ii) payment of a $3,500 fee by the assignee or
the assignor (as agreed) to the Administrative Agent for processing such
assignment, such assignment shall become effective on the later of such date
when the requirements in clause (i), (ii) and (iii) are met or the effective
date specified in such Notice of Assignment. The Notice of Assignment shall
contain a representation by the Purchaser to the effect that none of the
consideration used to make the purchase of the Revolving Loan Commitment, Loans
and L/C Obligations under the applicable assignment agreement constitute for any
purpose of ERISA or Section 4975 of the Code assets of any "plan" as defined in
Section 3(3) of ERISA or Section 4975 of the Code and that the rights and
interests of the Purchaser in and under the Loan Documents will not constitute
such "plan assets". On and after the effective

                                       93


date of such assignment, such Purchaser, if not already a Lender, shall for all
purposes be a Lender party to this Agreement and any other Loan Documents
executed by the Lenders and shall have all the rights and obligations of a
Lender under the Loan Documents, to the same extent as if it were an original
party hereto, and no further consent or action by the Borrowers, the Lenders or
the Administrative Agent shall be required to release the transferor Lender with
respect to the percentage of the Aggregate Revolving Loan Commitment, Loans and
Letter of Credit and Swing Line Loan participations assigned to such Purchaser.
Upon the consummation of any assignment to a Purchaser pursuant to this Section
13.3(B), the transferor Lender, the Administrative Agent and the Borrowers shall
make appropriate arrangements so that, to the extent notes have been issued to
evidence any of the transferred Loans, replacement notes are issued to such
transferor Lender and new notes or, as appropriate, replacement notes, are
issued to such Purchaser, in each case in principal amounts reflecting their
Revolving Loan Commitment, as adjusted pursuant to such assignment.

      (C) The Register. Notwithstanding anything to the contrary in this
Agreement, the Borrower hereby designates the Administrative Agent, and the
Administrative Agent, hereby accepts such designation, to serve as each
Borrower's contractual representative solely for purposes of this Section
13.3(C). In this connection, the Administrative Agent shall maintain at its
address referred to in Section 14.1 a copy of each assignment delivered to and
accepted by it pursuant to this Section 13.3 and a register (the "REGISTER") for
the recordation of the names and addresses of the Lenders and the Revolving Loan
Commitment of and principal amount of the Loans owing to, each Lender from time
to time and whether such Lender is an original Lender or the assignee of another
Lender pursuant to an assignment under this Section 13.3. The entries in the
Register shall be conclusive and binding for all purposes, absent manifest
error, and each Borrower and each of its Subsidiaries, the Administrative 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 Borrowers or any Lender at any reasonable time
and from time to time upon reasonable prior notice.

      (D) Designated Lender.

      (i) Subject to the terms and conditions set forth in this Section 13.3(D),
any Lender may from time to time elect to designate an Eligible Designee to
provide all or any part of the Loans to be made by such Lender pursuant to this
Agreement; provided that the designation of an Eligible Designee by any Lender
for purposes of this Section 13.3(D) shall be subject to the approval of the
Borrowers and the Administrative Agent (which consent shall not be unreasonably
withheld or delayed). Upon the execution by the parties to each such designation
of an agreement in the form of Exhibit L hereto (a "DESIGNATION AGREEMENT") and
the acceptance thereof by the Borrowers and the Administrative Agent, the
Eligible Designee shall become a Designated Lender for purposes of this
Agreement. The Designating Lender shall thereafter have the right to permit the
Designated Lender to provide all or a portion of the Loans to be made by the
Designating Lender pursuant to the terms of this Agreement and the making of the
Loans or portion thereof shall satisfy the obligations of the Designating Lender
to the same extent, and as if, such Loan was made by the Designating Lender. As
to any Loan made by it, each Designated Lender shall have all the rights a
Lender making such Loan would have under this Agreement and otherwise; provided,
(x) that all voting rights under this Agreement shall be exercised solely by the
Designating Lender, (y) each Designating Lender shall remain solely

                                       94


responsible to the other parties hereto for its obligations under this
Agreement, including the obligations of a Lender in respect of Loans made by its
Designated Lender and (z) no Designated Lender shall be entitled to
reimbursement under Article IV hereof for any amount which would exceed the
amount that would have been payable by the Borrowers to the Lender from which
the Designated Lender obtained any interests hereunder. No additional Notes
shall be required with respect to Loans provided by a Designated Lender;
provided, however, to the extent any Designated Lender shall advance funds, the
Designating Lender shall be deemed to hold the Notes in its possession as an
agent for such Designated Lender to the extent of the Loan funded by such
Designated Lender. Such Designating Lender shall act as administrative agent for
its Designated Lender and give and receive notices and communications hereunder.
Any payments for the account of any Designated Lender shall be paid to its
Designating Lender as administrative agent for such Designated Lender and
neither the Borrowers not the Administrative Agent shall be responsible for any
Designating Lender's application of such payments. In addition, any Designated
Lender may (1) with notice to, but without the consent of the Borrowers and the
Administrative Agent, assign all or portions of its interests in any Loans to
its Designating Lender or to any financial institution consented to by the
Borrowers and the Administrative Agent providing liquidity and/or credit
facilities to or for the account of such Designated Lender and (2) subject to
advising any such Person that such information is to be treated as confidential
in accordance with such Person's customary practices for dealing with
confidential, non-public information, disclose on a confidential basis any
non-public information relating to its Loans to any rating agency, commercial
paper dealer or provider of any guarantee, surety or credit or liquidity
enhancement to such Designated Lender.

      (ii) Each party to this Agreement hereby agrees that it shall not
institute against, or join any other Person in instituting against any
Designated Lender any bankruptcy, reorganization, arrangements, insolvency or
liquidation proceeding or other proceedings under any federal or state
bankruptcy or similar law for one year and a day after the payment in full of
all outstanding senior indebtedness of any Designated Lender; provided that the
Designating Lender for each Designated Lender hereby agrees to indemnify, save
and hold harmless each other party hereto for any loss, cost, damage and expense
arising out of their inability to institute any such proceeding against such
Designated Lender. This Section 13.3(D)(ii) shall survive the termination of
this Agreement.

      13.4 Confidentiality. Subject to Section 13.5, the Administrative Agent
and the Lenders and their respective representatives shall hold all nonpublic
information obtained pursuant to the requirements of this Agreement in
accordance with such Person's customary procedures for handling confidential
information of this nature and in accordance with safe and sound commercial
lending or investment practices, and in any event may disclose any and all
confidential and non-confidential information received from or with respect to
the Borrowers or any of their Affiliates to any of the Lenders and may make
disclosure reasonably required by a prospective Transferee in connection with
the contemplated participation or assignment or as required or requested by any
Governmental Authority or any securities exchange or similar self-regulatory
organization or representative thereof or pursuant to a regulatory examination
or legal process, or to any Affiliate of a Lender or to any direct or indirect
contractual counterparty in swap agreements or such contractual counterparty's
professional advisor or as may be reasonably required in connection with the
exercise of remedies under this Agreement, and shall require any such Transferee
to agree (and require any of its Transferees to agree) to comply with this
Section

                                       95


13.4. In no event shall the Administrative Agent or any Lender be obligated or
required to return any materials furnished by the Borrowers; provided, however,
each prospective Transferee shall be required to agree that if it does not
become a participant or assignee it shall return all materials furnished to it
by or on behalf of the Borrowers in connection with this Agreement.

      13.5 Dissemination of Information. Each Borrower authorizes each Lender to
disclose to any Participant or Purchaser or any other Person acquiring an
interest in the Loan Documents by operation of law (each a "TRANSFEREE") and any
prospective Transferee any and all information in such Lender's possession
concerning such Borrower and its Subsidiaries; provided that prior to any such
disclosure, such prospective Transferee shall agree to preserve in accordance
with Section 13.4 the confidentiality of any confidential information described
therein.

                              ARTICLE XIV: NOTICES

      14.1 Giving Notice. Except as otherwise permitted by Section 2.13 with
respect to Borrowing/Election Notices, all notices and other communications
provided to any party hereto under this Agreement or any other Loan Documents
shall be in writing or by facsimile and addressed or delivered to such party at
its address set forth below its signature hereto, and with respect to the
Borrowers, or at such other address as may be designated by such party in a
notice to the other parties. Any notice, (1) if transmitted by facsimile, shall
be deemed given when transmitted; or (2) if transmitted by reputable overnight
courier, shall be deemed given one (1) Business Day after deposit with a
reputable overnight carrier services, with all charges paid; provided that
notices to the Administrative Agent under Article II shall not be effective
until received.

      14.2 Change of Address. The Borrower, the Administrative Agent and any
Lender may each change the address for service of notice upon it by a notice in
writing to the other parties hereto given as provided in Section 14.1.

                            ARTICLE XV: COUNTERPARTS

      This Agreement may be executed in any number of counterparts, all of which
taken together shall constitute one agreement, and any of the parties hereto may
execute this Agreement by signing any such counterpart. This Agreement shall be
effective when it has been executed by the Borrowers, the Administrative Agent
and the Lenders and each party has notified the Administrative Agent by telecopy
or telephone, that it has taken such action.

                    ARTICLE XVI: USA PATRIOT ACT NOTIFICATION

      The following notification is provided to the Borrowers pursuant to
Section 326 of the USA Patriot Act of 2001, 31 U.S.C. Section 5318: IMPORTANT
INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT. To help the government
fight the funding of terrorism and money laundering activities, Federal law
requires all financial institutions to obtain, verify, and record information
that identifies each person or entity that opens an account, including any
deposit account, treasury management account, loan, other extension of credit,
or other financial services product. WHAT THIS MEANS FOR THE BORROWERS: When a
Borrower opens an account, if such Borrower is an individual, the

                                       96


Administrative Agent and the Lenders will ask for such Borrower's name,
residential address, tax identification number (if applicable), date of birth,
and other information that will allow the Administrative Agent and the Lenders
to identify such Borrower, and, if such Borrower is not an individual, the
Administrative Agent and the Lenders will ask for such Borrower's name, tax
identification number, business address, and other information that will allow
the Administrative Agent and the Lenders to identify such Borrower. The
Administrative Agent and the Lenders may also ask if such Borrower is an
individual, to see such Borrower's driver's license or other identifying
documents, and, if such Borrower is not an individual, to see such Borrower's
legal organizational documents or other identifying documents.

               The remainder of this page is intentionally blank.

                                       97



         IN WITNESS WHEREOF, the Domestic Borrower, the Japanese Borrower, the
Lenders and the Administrative Agent have executed this Agreement as of the date
first above written.

                                        CATALINA MARKETING CORPORATION,
                                        as the Domestic Borrower


                                        By: /s/ Joanne Freiberger
                                           ---------------------------
                                        Name: Joanne Freiberger
                                        Title: VP, Finance


                                        CATALINA MARKETING JAPAN, K.K.,
                                        as the Japanese Borrower


                                        By: /s/ Joanne Freiberger
                                           ---------------------------
                                        Name: Joanne Freiberger
                                        Title: Vice President

                                        Address:
                                        200 Carillon Parkway
                                        St. Petersburg, Florida 33716
                                        Attention: Joanne Freiberger, Vice
                                                   President Finance

                                        Telephone No.: (727) 579-5000
                                        Facsimile No.: (727) 563-5675

                                        With a copy to:

                                        Paul, Hastings, Janofsky & Walker LLP
                                        75 East 55th Street
                                        New York, New York  10022
                                        Attention: Michael Chernick

                                        Telephone No.:  (212) 318-6000
                                        Facsimile No.:   (212) 319-4090





                                        BANK ONE, NA, as Administrative Agent,
                                        the Issuing Bank, the Swing Line Bank
                                        and as a Lender


                                        By: /s/ Randall Taylor
                                           ---------------------------
                                        Name: Randall Taylor
                                        Title: Managing Director

                                        Address:
                                        1 Bank One Plaza
                                        Suite IL1-0324
                                        Chicago, Illinois  60670
                                        Attention: [__________]
                                        Telephone No.: [__________]
                                        Facsimile No.: [__________]





                                        BANK OF AMERICA, N.A., as a Lender

                                        By: /s/ Cameron S. Cardozo
                                           ---------------------------
                                        Name: Cameron S. Cardozo
                                        Title: Vice President
                                        Address:
                                        [__________]
                                        Attention: [__________]
                                        Telephone No.: [__________]
                                        Facsimile No.: [__________]





                                        COMERICA BANK, as a Lender

                                        By: /s/ Gerald R. Finney Jr.
                                           ---------------------------
                                        Name: Gerald R. Finney Jr.
                                        Title: Vice President
                                        Address:
                                        [__________]
                                        Attention: [__________]
                                        Telephone No.: [__________]
                                        Facsimile No.: [__________]





                                        SUNTRUST BANK, as a Lender

                                        By: /s/ Brian K. Peterson
                                           ---------------------------
                                        Name: Brian K. Peterson
                                        Title: Managing Director
                                        Address:
                                        [__________]
                                        Attention: [__________]
                                        Telephone No.: [__________]
                                        Facsimile No.: [__________]





                                        CALYON NEW YORK BRANCH, as a Lender

                                        By: /s/ Phillippe Soustra
                                           ---------------------------
                                        Name: Phillippe Soustra
                                        Title: Executive Vice President
                                        Address:
                                        [__________]
                                        Attention: [__________]
                                        Telephone No.: [__________]
                                        Facsimile No.: [__________]

                                        By: /s/ Attila Coach
                                           ---------------------------
                                        Name: Atilla Coach
                                        Title: Managing Director
                                        Address:
                                        [__________]
                                        Attention: [__________]
                                        Telephone No.: [__________]
                                        Facsimile No.: [__________]

EX-10.2

                                                                    EXHIBIT 10.2

                   PROPERTY PURCHASE AND TERMINATION AGREEMENT

      This PROPERTY PURCHASE AND TERMINATION AGREEMENT is entered into as of the
25th day of August, 2004 (the "Termination Agreement") by and among CATALINA
MARKETING MANUFACTURER SERVICES, INC. (formerly Catalina Marketing Sales
Corporation), a Delaware corporation (the "Lessee"), CATALINA MARKETING
CORPORATION, a Delaware corporation (the "Guarantor"), WELLS FARGO BANK
NORTHWEST, NATIONAL ASSOCIATION (as successor to First Security Bank, National
Association), a national banking association, not individually but solely as the
Owner Trustee under the Dolphin Realty Trust 1999-1 (the "Owner Trustee" or the
"Lessor"); the various banks and other lending institutions listed on the
signature pages hereto (subject to the definition of Lenders in Appendix A to
the Participation Agreement referenced below, individually, a "Lender" and
collectively, the "Lenders"); WACHOVIA BANK, NATIONAL ASSOCIATION (as successor
to First Union National Bank), a national banking association, as the agent for
the Lenders and respecting the Security Documents, as the agent for the Lenders
and the Holders, to the extent of their interests (in such capacity, the
"Agent"); and the various banks and other lending institutions listed on the
signature pages hereto as holders of certificates issued with respect to the
Dolphin Realty Trust 1999-1 (subject to the definition of Holders in Appendix A
to the Participation Agreement referenced below, individually, a "Holder" and
collectively, the "Holders").

                                   WITNESSETH:

      WHEREAS, this Termination Agreement refers to the Operative Agreements as
such term is defined in Appendix A to that certain Participation Agreement dated
as of October 21, 1999 (as amended, modified, extended, supplemented, restated
and/or replaced from time to time, the "Participation Agreement") by and among
the parties to this Termination Agreement;

      WHEREAS, the Lessee has delivered (or pursuant to the terms and conditions
hereof shall be deemed to have delivered) an Election Notice to the Agent
electing to purchase the Property for the Termination Value on the Payoff Date
(as defined herein), and (ii) except as expressly provided or contemplated
herein, requesting that the parties hereto terminate the Operative Agreements
and the Lease Facility on the date specified herein;

      WHEREAS, the Lessee has requested that upon receipt of all amounts
required to be paid by the Lessee hereunder on the Payoff Date (as defined
herein), that the applicable Financing Parties (i) release the Liens in favor of
the Financing Parties created pursuant to the Operative Agreements, (ii) direct
the Owner Trustee to convey its right, title and interest in and to the Property
to Lessee's designee, Catalina Marketing International, Inc., and (iii) along
with the other parties hereto, terminate the Operative Agreements, except with
respect to certain provisions set forth herein or in the Operative Agreements;
and



      WHEREAS, the Financing Parties which are signatories hereto have agreed to
the requests above on the terms and conditions set forth herein.

      NOW, THEREFORE, IN CONSIDERATION of the premises and other good and
valuable consideration, the receipt and sufficiency of which is acknowledged,
the parties hereto agree as follows:

                                   AGREEMENTS:

      1.    DEFINITIONS. Capitalized terms used herein and not otherwise defined
shall have the meaning given to such terms in Appendix A to the Participation
Agreement and the Rules of Usage set forth therein shall apply herein. The term
"Lease Facility" shall refer to the transactions contemplated by the Operative
Agreements.

      2.    WAIVER OF CERTAIN PROVISIONS.

      By execution of this Termination Agreement, the undersigned Financing
Parties (and the other parties hereto, to the extent required) waive the
requirement of Section 20.1 of the Lease that an Election Notice be delivered at
least sixty (60) days prior to the Payment Date specified in such Election
Notice and agree that this Termination Agreement shall be deemed to constitute
an Election Notice, which Election Notice shall be deemed to be irrevocable and
otherwise acceptable as an Election Notice as required by Section 20.1 of the
Lease. Furthermore, the Financing Parties (A) agree to permit the exercise of
the Purchase Option to occur on the date set forth herein as the "Payoff Date"
regardless of whether such date is a Payment Date, provided the payments made on
such date include without limitation all amounts that have accrued but would
have been paid on the next Payment Date and applicable breakage costs, and (B)
at the request of and as an accommodation to the Lessee (but only upon
satisfaction of the conditions precedent set forth herein), hereby instruct the
Agent and Owner Trustee to convey, subject to the terms and conditions hereof
and set forth in the Operative Agreements, the Property to Catalina Marketing
International, Inc.

      3.    PAYMENT OF TERMINATION VALUE.

      The Lessee shall pay to the Agent, on behalf of the Lenders, the Holders
and the Owner Trustee on August 25, 2004 (the "Payoff Date") the sum of
$30,518,326.54 (the "Payoff Amount"), which sum includes without limitation (i)
the principal amount of the Tranche A Loans, together with all accrued but
unpaid interest thereon, (ii) the remaining principal amount of the Tranche B
Loans, together with all accrued but unpaid interest thereon, (iii) the
remaining aggregate Holder Amount, together with all accrued but unpaid Holder
Yield thereon, (iv) the Lender Unused Fee, (v) the Holder Unused Fee, (vi)
breakage fees, if charged by the Lenders or Holders, if the Payoff Date is not
on a Payment Date, (vii) the fees of the Owner Trustee, and (viii) any other
fees and other amounts associated with the Lease Facility, (ix) any other costs
and expenses due and owing in connection with the Lease Facility, including
without limitation Supplemental Rent. Such amounts shall be allocated by the
Agent to the parties as set forth more specifically in Exhibit A and otherwise
in accordance with the Operative Agreements.

                                       2


      4.    PAYMENT PROCEDURE. Payment of the Payoff Amount in full shall be
transferred by wire, in federal funds, in accordance with the following
instructions:

            Bank Name:         Wachovia Bank National Association, Charlotte, NC
            ABA No.:           053000219
            Account No.:       5000000023095
            Account Name:      Dolphin Real Estate Trust
            Ref:               Deana Adams, 704-383-5398

      5.    RELEASE OF LIENS. Upon receipt by the Agent of the Payoff Amount, in
good and immediately available Dollars, the Liens on the Property created
pursuant to the Operative Agreements are hereby released.

      6.    DELIVERY OF RELEASE DOCUMENTS. The Agent is delivering to Holland &
Knight LLP, as escrow agent (the "Escrow Agent"), in escrow, such UCC-3
termination statements, satisfaction of mortgages or deeds of trust and
terminations of memoranda of lease and security interest executed and notarized
by the Agent or Owner Trustee (as necessary), as applicable, to evidence the
termination and release of the Security Documents regarding the Lien granted to
the Agent in connection with the Lease Facility and documents to convey the
Owner Trustee's right, title and interest, if any, in and to the Property,
including without limitation quitclaim deeds, or terminations or assignments of
Ground Leases, as applicable, limited warranty bills of sale and FIRPTA
affidavits, executed and notarized by the Owner Trustee (as necessary), to the
Lessee or its designee, as applicable, each of the foregoing pursuant to
documentation as specified in the Operative Agreements (including without
limitation Section 20.2 of the Lease) and otherwise in form and substance
acceptable to the Agent (collectively such documents referenced in this
paragraph may be referred to herein as, the "Release Documents"). The Release
Documents are to be held in escrow by the Escrow Agent and released from escrow
and delivered to the Lessee or its designee for recordation, as necessary, only
upon authorization from the Agent following (a) receipt by the Agent of payment
in full of the Payoff Amount in accordance with the terms and conditions herein
and in the Operative Agreements and provided none of such amounts has been
disgorged or reclaimed, and (b) satisfaction of the conditions precedent set
forth herein. Additional information necessary to complete any Release Documents
shall be provided by the Agent, at the Lessee's sole cost and expense, to the
Lessee upon Lessee's reasonable request therefor if, and to the extent, the
Agent has such information in its possession.

      7.    CONDITIONS PRECEDENT. Notwithstanding anything contained herein to
the contrary, this Termination Agreement shall not become effective until (a)
completion and delivery to the Agent of: (i) executed counterpart signature
pages to this Termination Agreement from each Credit Party, the Owner Trustee
and the Majority Secured Parties and (ii) all additional documentation and
information as the Agent or its legal counsel may request; (b) all proceedings
taken in connection with the transactions contemplated by this Termination
Agreement and all documentation and other legal matters incident thereto shall
be satisfactory to the Agent and its legal counsel; and (c) receipt by the Agent
of the Payoff Amount. The date on

                                       3


which all of the foregoing have been satisfied or expressly waived by the
parties hereto in writing may be referred to herein as the "Effective Date".

      8.    [RESERVED].

      9.    RESIGNATION OF THE AGENT. After (a) the delivery of and recording of
the Release Documents and (b) the Agent completes its other obligations
hereunder and under the Operative Agreements, but in no event more than ninety
(90) days after the Payoff Date, unless extended by the Agent by delivering
written notice to the Owner Trustee and the Lessee of such extension, then the
Agent shall be deemed to have resigned its capacity as "Agent" pursuant to the
Operative Agreements, and all parties to this Termination Agreement hereby agree
that such resignation shall be automatically effective at such time with no
further action and notwithstanding any further or additional requirement in the
Operative Agreements to the contrary, including without limitation, the notice
requirement in Section 7.9 of the Credit Agreement; provided, the Agent shall
automatically be reinstated without any further action in the event such entity
is necessary for the functioning or interpretation of Section 11 of the
Participation Agreement or any other Continuing Obligation (as defined below).

      10.   RESIGNATION OF THE OWNER TRUSTEE. After (a) the delivery of and
recording of the Release Documents and (b) the Owner Trustee completes its other
obligations hereunder and under the Operative Agreements, but in no event more
than ninety (90) days after the Payoff Date, unless extended by the Owner
Trustee by delivering written notice to the Agent and the Lessee of such
extension, then the Owner Trustee shall be deemed to have resigned its capacity
as "Owner Trustee" pursuant to the Operative Agreements, and all parties to this
Termination Agreement hereby agree that such resignation shall be automatically
effective at such time with no further action and notwithstanding any further or
additional requirement in the Operative Agreements to the contrary, including
without limitation, the notice requirement in Section 9.1 of the Trust
Agreement. Pursuant to Section 8.1 of the Trust Agreement, the Majority Holders,
by their execution of this Termination Agreement, consent to and direct that
immediately prior to the resignation of the Owner Trustee and provided all
amounts owed to any Financing Party shall have been paid in full, the Trust
shall automatically and without further action be deemed to be terminated;
provided, the Owner Trustee and the Trust shall automatically be reinstated
without any further action in the event either entity is necessary for the
functioning or interpretation of Section 11 of the Participation Agreement or
any other Continuing Obligation.

      11.   RETURN OF THE NOTES AND CERTIFICATES. Each Lender and each Holder
hereby agrees and covenants to deliver to the Agent, within fifteen (15) days
after the Payoff Date, each of the original Notes and/or Certificates which was
issued to such Financing Party with respect to the Lease Facility or an executed
and notarized Affidavit of Lost Note or Certificate in the form requested by the
Agent, including changes in form and substance acceptable to the Agent.
Thereafter, the Agent shall return the original Notes to Lessee, marked "paid".

                                       4


      12.   CONTINUED EFFECTIVENESS OF OPERATIVE AGREEMENTS; FOURTH WAIVER,
AMENDMENT AND CONSENT UNDER CERTAIN OPERATIVE AGREEMENTS; TERMINATION.

            (a)   The Credit Parties and the Owner Trustee (and to the extent
      terms and conditions in the Operative Agreements are expressly stated to
      continue with respect to other Persons party to any Operative Agreements,
      such party, but solely with respect to those expressly stated terms and
      conditions) shall remain obligated for each and every (and are not
      released from any) term, condition, covenant, indemnity, representation,
      obligation or other provision similar to any of the foregoing, in any
      Operative Agreement, which is expressly stated to continue with respect to
      such party or which by their terms survive beyond the termination or
      expiration of one or more of the Operative Agreements or payment in full
      of the Notes and Certificates for observance or compliance by such party,
      including without limitation, all obligations pursuant to Section 11 of
      the Participation Agreement (collectively referred to herein as the
      "Continuing Obligations"). Notwithstanding any other provision herein,
      Lessee hereby reaffirms its obligations pursuant to Section 11 of the
      Participation Agreement and each other Continuing Obligation. Except with
      respect to the Continuing Obligations and except as expressly provided in
      subsection (b) of this Section 12 with respect to that certain Fourth
      Waiver, Amendment and Consent Under Certain Operative Agreements dated as
      of November 24, 2003 (the "Fourth Waiver") among the parties hereto, upon
      satisfaction of the conditions to effectiveness of this Termination
      Agreement, all of the Operative Agreements shall be terminated without
      further action by any of the parties hereto.

            (b)   Notwithstanding any provision herein to the contrary, the
      parties hereto agree that the obligations of the Credit Parties and the
      Agent under Sections 2 and 3 of the Fourth Waiver shall not be terminated
      as of the Effective Date.

      13.   DIRECTION TO OWNER TRUSTEE. The Agent, the Lenders and the Holders
hereby instruct the Owner Trustee to enter into this Termination Agreement and
such other documents necessary to effectuate the intent of this Termination
Agreement, including without limitation executing and delivering the Release
Documents contemplated herein.

      14.   MISCELLANEOUS.

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

            (b)   COUNTERPARTS. This Termination Agreement may be executed in
      any number of counterparts, each of which when executed and delivered
      shall be deemed to be an original and it shall not be necessary in making
      proof of this Termination Agreement to produce or account for more than
      one such counterpart. Delivery of an executed counterpart by telecopy
      shall be as effective as delivery of a manually executed

                                       5


      counterpart hereto and shall constitute a representation that an original
      executed counterpart will be provided.

            (c)   HEADINGS. The headings of the various articles and sections of
      this Termination Agreement are for convenience of reference only and shall
      not modify, define, expand or limit any of the terms or provisions hereof.
      Unless otherwise stated, references to Sections made in this Termination
      Agreement shall be interpreted as references to the applicable Section
      herein.

            (d)   FEES AND EXPENSES. The Lessees agree to pay or reimburse all
      reasonable costs and expenses of the Agent and the Owner Trustee in
      connection with the preparation, execution and delivery of this
      Termination Agreement and any documents related hereto, including, without
      limitation, the reasonable fees and expenses of legal counsel for the
      Agent.

            (e)   GOVERNING LAW. THIS TERMINATION AGREEMENT SHALL BE GOVERNED
      BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NORTH
      CAROLINA EXCEPT (A) WITH RESPECT TO THE TRUST AGREEMENT WHICH SHALL BE
      GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
      UTAH AND (B) TO THE EXTENT THE LAWS OF A STATE WHERE A PARTICULAR PROPERTY
      IS LOCATED ARE REQUIRED TO APPLY.

            (f)   JURISDICTION, VENUE AND ARBITRATION. THE PROVISIONS OF THE
      PARTICIPATION AGREEMENT RELATING TO ACTIONS AND PROCEEDINGS ARE HEREBY
      INCORPORATED BY REFERENCE HEREIN, MUTATIS MUTANDIS.

            (g)   FURTHER ASSURANCES. The provisions of the Participation
      Agreement relating to further assurances are hereby incorporated by
      reference herein, mutatis mutandis.

            (h)   SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All
      representations and warranties made in this Termination Agreement or any
      other Operative Agreement shall survive the execution and delivery of this
      Termination Agreement and the other Operative Agreements, and no
      investigation by any Financing Party or any closing shall affect the
      representations and warranties or the right of the Financing Parties to
      rely upon them.

            (i)   TERMINATION AGREEMENT. This Termination Agreement shall not be
      terminated, amended, supplemented, waived, modified or discharged except
      by an instrument in writing executed by the party against which
      enforcement is sought and in accordance with Section 12.4 of the
      Participation Agreement.

                  (j)   STRICT CONSTRUCTION. The parties hereto have
      participated jointly in the negotiation and drafting of this Termination
      Agreement. In the event an ambiguity or

                                       6


      question of intent or interpretation arises, this Termination Agreement
      shall be construed as if drafted jointly by the parties hereto and no
      presumption or burden of proof shall arise favoring or disfavoring any
      party by virtue of the authorship of any provisions of this Termination
      Agreement.

                  [Remainder of page intentionally left blank]

                                       7


      IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of
this Termination Agreement to be duly executed and delivered as of the date
first above written.

                                  CATALINA MARKETING MANUFACTURER
                                  SERVICES, INC. (formerly Catalina Marketing
                                  Sales Corporation), as the Lessee

                                  By:   /s/ Joanne Freiberger
                                      ------------------------------------------
                                  Name:  Joanne Freiberger
                                  Title: Treasurer

                                  CATALINA MARKETING CORPORATION,
                                  as the Guarantor

                                  By:   /s/ Joanne Freiberger
                                       -----------------------------------------
                                  Name:  Joanne Freiberger
                                  Title: VP Finance

                           [signature pages continue]



                                  WELLS FARGO BANK NORTHWEST,
                                  NATIONAL ASSOCIATION, solely as the Owner
                                  Trustee under the Dolphin Realty Trust 1999-1

                                  By:   /s/ Jon Croasmun
                                       -----------------------------------------
                                  Name:  Jon Croasmun
                                  Title: Assistance Vice President

                           [signature pages continue]



                                  WACHOVIA BANK, NATIONAL
                                  ASSOCIATION, as a Holder, as a Lender and as
                                  the Agent

                                  By:   /s/ Evander S. Jones, Jr.
                                       -----------------------------------------
                                  Name:  Evander S. Jones, Jr.
                                  Title: Vice President

                              [signature pages end]





                                          ACCRUED INTEREST
                          PRINCIPAL         DUE THROUGH           FACILITY FEE                               TOTAL DUE TO LENDERS
LENDER NAME           OUTSTANDING & DUE       8/25/04            THROUGH 8/25/04     BREAKAGE CHARGE             TO TERMINATE
- ---------------------------------------------------------------------------------------------------------------------------------
                                                                                              
Wachovia               $30,479,685.30        $27,441.24               $0.00               $0.00                 $30,507,126.54

- ------------------------------------------------------------------------------------------------------------------------------
Totals                 $30,479,685.30        $27,441.24               $0.00               $0.00                 $30,507,126.54
- ------------------------------------------------------------------------------------------------------------------------------

                                                                                          Moore & Van Allen:    $     9,750.00
PAYOFF AMOUNTS:
Principal              $30,479,685.30                                                      Wells Fargo Bank:    $     1,450.00
Interest               $    27,441.24
                                                                                      Total Due to Terminate
Facility Fee           $         0.00                                                           Transaction:    $30,518,326.54
Breakage               $         0.00
Lender's Legal         $     9,750.00
Trustee Fees           $     1,450.00
                       --------------
Totals                 $30,518,326.54

EX-31.1

Officer Certification Exhibit 31.1

I, L. Dick Buell, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Catalina Marketing Corporation;
2.	Based on my knowledge, this quarterly report does not contain any untrue statement of 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 we have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the 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 quarterly 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 registrant’s board of directors (or persons performing the equivalent function):

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: November 9, 2004

By:	/s/ L. Dick Buell
		Chief Executive Officer and Director

37

EX-31.2

Officer Certification Exhibit 31.2

I, Christopher W. Wolf, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Catalina Marketing Corporation;
2.	Based on my knowledge, this quarterly report does not contain any untrue statement of 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 we have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the 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 quarterly 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 officers 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 registrant’s board of directors (or persons performing the equivalent function):

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: November 9, 2004

By:	/s/ Christopher W. Wolf
	Executive Vice President and Chief Financial Officer

38

EX-32.1

Exhibit 32.1

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

In connection with the Quarterly Report of Catalina Marketing Corporation (the “Company”) on Form 10-Q for the period ending September 30, 2004 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, L. Dick Buell, Chief Executive Officer and Director of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(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 result of operations of the Company.

/s/ L. Dick Buell

L. Dick Buell
Chief Executive Officer
and Director (Principal Executive Officer)
November 9, 2004

39

EX-32.2

Exhibit 32.2

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

In connection with the Quarterly Report of Catalina Marketing Corporation (the “Company”) on Form 10-Q for the period ending September 30, 2004 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Christopher W. Wolf, Chief Financial Officer and Executive Vice President of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(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 result of operations of the Company.

/s/ Christopher W. Wolf

Christopher W. Wolf
Executive Vice President and
Chief Financial Officer (Principal Financial Officer)
November 9, 2004

40