SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                            FORM 10-K

           FOR ANNUAL AND TRANSITION REPORTS PURSUANT
 TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

      (Mark One)
      [ X ]ANNUAL  REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE
                    SECURITIES EXCHANGE ACT OF 1934
                For the fiscal year ended December 31, 2001

                               OR

      [   ]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 0-16211

                     DENTSPLY International Inc.
     (Exact name of registrant as specified in its charter)

                      Delaware                       39-1434669
                (State or other jurisdiction of     (IRS Employer
                   incorporation or organization)  Identification No.)

     570 West College Avenue, York, Pennsylvania     17405-0872
       (Address of principal executive offices)      (Zip code)

Registrant's   telephone  number,   including  area  code:  (717)845-7511

Securities registered pursuant to Section 12(b) of the Act:

          Title of each class     Name of each exchange on which registered

                      None                 Not applicable

Securities registered pursuant to Section 12(g) of the Act:

             Common Stock, par value $.01 per share
                        (Title of class)

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




D1






      Indicate by check mark if disclosure  of delinquent  filers
pursuant to Item 405 of Regulation  S-K is not contained  herein,
and  will  not  be  contained,   to  the  best  of   registrant's
knowledge,   in  definitive   proxy  or  information   statements
incorporated  by  reference  in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]

      As of February  22,  2002,  the  aggregate  market value of
voting  common stock held by  non-affiliates  of the  registrant,
based  upon the last  reported  sale  price for the  registrant's
Common  Stock on the  Nasdaq  National  Market  on such  date was
$2,597,726,348    (calculated    by   excluding    shares   owned
beneficially  by  directors  and  executive  officers  as a group
from total  outstanding  shares  solely  for the  purpose of this
response).

      The  number  of  shares of the  registrant's  Common  Stock
outstanding  as of the close of  business  on  February  22, 2002
was 77,924,485.

               DOCUMENTS INCORPORATED BY REFERENCE

      Certain  portions  of the  registrant's  annual  report  to
shareholders  for fiscal  year 2001 (the "2001  Annual  Report to
Shareholders")  are  incorporated  by reference  into Parts I and
II of this  Annual  Report  on Form 10-K to the  extent  provided
herein.  Certain  portions of the definitive  Proxy  Statement of
DENTSPLY  International  Inc. to be used in  connection  with the
2002 Annual Meeting of Stockholders  (the "Proxy  Statement") are
incorporated  by  reference  into Part III of this Annual  Report
on  Form  10-K  to  the  extent   provided   herein.   Except  as
specifically  incorporated by reference herein,  neither the 2001
Annual Report to  Shareholders  nor the Proxy  Statement is to be
deemed filed as part of this Annual Report on Form 10-K.


D1



                             PART I

Item 1.  Business

Certain  statements  made  by  the  Company,   including  without
limitation,    statements    containing    the   words   "plans",
"anticipates",  "believes", "expects", or words of similar import
may be  deemed  to be  forward-looking  statements  and are  made
pursuant   to  the  safe   harbor   provisions   of  the  Private
Securities   Litigation   Reform  Act  of  1995.   Investors  are
cautioned  that  forward-looking  statements  involve  risks  and
uncertainties   which  may   materially   affect  the   Company's
business and prospects.

History and Overview

   DENTSPLY  International Inc. ("DENTSPLY" or the "Company"),  a
Delaware  corporation,  was  created  by  a  merger  of  Dentsply
International  Inc. ("Old  Dentsply")  and GENDEX  Corporation in
1993  (the  "Merger").  Old  Dentsply,  founded  in  1899,  was a
manufacturer   and  distributor  of  artificial   teeth,   dental
equipment,  and dental consumable  products.  GENDEX,  founded in
1983,   was  a  manufacturer   of  dental  x-ray   equipment  and
handpieces.  Today,  DENTSPLY  is the world's  largest  designer,
developer,   manufacturer  and  marketer  of  a  broad  range  of
products  for  the  dental   market.   The  Company's   worldwide
headquarters   and   executive   offices  are  located  in  York,
Pennsylvania.

   The  Company  operates  in a  single  reporting  segment  as a
designer,  manufacturer  and  distributor  of dental  products in
two   principal   categories:   dental   consumables   and  small
equipment,  and large  equipment.  Sales of the Company's  dental
products   accounted   for   approximately   97%  of   DENTSPLY's
consolidated sales for the year ended December 31, 2001.

   The  Company   conducts  its  business  in  over  120  foreign
countries,   principally   through  its   foreign   subsidiaries.
DENTSPLY  has a  long-established  presence  in Canada and in the
European market,  particularly in Germany,  Switzerland,  France,
Italy and the United  Kingdom.  Through  its recent  acquisitions
the Company has also gained access to other  European  markets in
the Netherlands  and Austria.  The Company also has a significant
market  presence in Central and South America  including  Brazil,
Mexico,  Argentina,  Colombia, and Chile; in South Africa; and in
the  Pacific  Rim  including   Australia,   New  Zealand,   China
(including  Hong Kong),  Thailand,  India,  Philippines,  Taiwan,
Korea,   Vietnam,   Indonesia   and  Japan.   DENTSPLY  has  also
established  marketing activities in Moscow,  Russia to serve the
countries of the former Soviet Union.

   For 2001,  2000 and 1999,  the  Company's  sales  outside  the
United   States,    including   export   sales,   accounted   for
approximately  49%, 42% and 45%,  respectively,  of  consolidated
net sales.  The  information  about the  Company's  United States
and  foreign  sales and  assets  set forth in Note 4 of the Notes
to  Consolidated  Financial  Statements  in  the  Company's  2001
Annual  Report  to  Shareholders   is   incorporated   herein  by
reference.

   As  a  result  of  the  Company's  significant   international
operations,  DENTSPLY  is subject  to  fluctuations  in  exchange
rates of various  foreign  currencies and other risks  associated
with foreign trade.  The impact of currency  fluctuations  in any
given  period  can be  favorable  or  unfavorable.  The impact of
foreign   currency   fluctuations   of  European   currencies  on
operating  income  is  partially  offset  by sales in the  United
States  of   products   sourced   from  plants  and  third  party
suppliers   located   overseas,   principally   in  Germany   and
Switzerland.  The Company  enters into forward  foreign  exchange
contracts  to   selectively   hedge   assets,   liabilities   and
purchases  denominated  in foreign  currencies.  The  information
regarding  foreign exchange risk management  activities set forth
in Note 14 of the Notes to Consolidated  Financial  Statements in
the   Company's   2001   Annual   Report   to   Shareholders   is
incorporated herein by reference.

   DENTSPLY believes that the dental products industry is
experiencing substantial consolidation with respect to both
product manufacturing and distribution, although it continues
to be fragmented. Between January 1999 and December 2001,
DENTSPLY completed nine acquisitions (five in 2000 and four in
2001). The activity in 2001 includes three significant
acquisitions. In January 2001, the Company acquired the
outstanding shares of Friadent GmbH ("Friadent"), a global
dental implant manufacturer and marketer headquartered in
Mannheim, Germany. In March 2001, the Company acquired the
dental injectible anaesthetic assets of AstraZeneca ("AZ
Assets"). In October 2001, the Company acquired the Degussa
Dental Group ("Degussa Dental"), a manufacturer and seller of
dental products, including precious metal alloys, ceramics,
dental laboratory equipment and chairside products
headquartered in Hanau, Germany. Information about these
acquisitions and the other acquisition and divestiture
activities is set forth in Note 3 of the Notes to Consolidated
Financial Statements in the Company's 2001 Annual Report to
Shareholders and is incorporated herein by reference.  These
acquisitions are intended to supplement DENTSPLY's core growth
and assure ongoing expansion of its business. In addition,
acquisitions continue to provide DENTSPLY with new technologies
and additional product breadth.


D1




   The acquisitions made by DENTSPLY involve a substantial
degree of risk. They are expected to result in benefits to
DENTSPLY, including expanding the products and services offered
by DENTSPLY to its customers and potential customers and
enhancing DENTSPLY's presence in the European and Japanese
market for dental products. Achieving the benefits of the
acquisitions, however, will depend on a number of factors,
including the integration of the operations and personnel of
DENTSPLY and the acquired companies in a timely and efficient
manner. The integration will be complicated by the need to
integrate geographically diverse operations. In general,
DENTSPLY cannot offer any assurances that it can successfully
integrate or realize the anticipated benefits of the
acquisitions. Failure to do so could result in the loss of key
personnel and have a material adverse effect on the acquired
businesses and DENTSPLY's financial condition and operating
results. In addition, the attention and effort devoted to the
integration of the acquired companies could significantly
divert management's attention from other important tasks and
could seriously harm DENTSPLY. Other risks include
unanticipated expenses related to technology integration,
difficulties in maintaining uniform standards, controls,
procedures and policies, the impairment of relationships with
employees and customers as a result of any integration of new
management personnel and potential unknown liabilities
associated with acquired businesses.

   Certain provisions of DENTSPLY's Certificate of
Incorporation and By-laws and of Delaware law could have the
effect of making it difficult for a third party to acquire
control of DENTSPLY. Such provisions include the division of
the Board of Directors of DENTSPLY into three classes, with the
three-year term of a class expiring each year, a provision
allowing the Board of Directors to issue preferred stock having
rights senior to those of the common stock and certain
procedural requirements which make it difficult for
stockholders to amend DENTSPLY's By-laws and which preclude
stockholders from calling special meetings of stockholders. In
addition, members of DENTSPLY's management and participants in
its Employee Stock Ownership Plan collectively own
approximately 11% of the outstanding common stock of DENTSPLY,
which may discourage a third party from attempting to acquire
control of DENTSPLY in a transaction that is opposed by
DENTSPLY's management and employees.

Principal Products

   The worldwide  professional  dental  industry  encompasses the
diagnosis,  treatment  and  prevention of disease and ailments of
the teeth,  gums and  supporting  bone.  DENTSPLY's two principal
dental  product  lines are  consumables  and small  equipment and
large  equipment.  These  products are produced by the Company in
the  United  States  and   internationally  and  are  distributed
throughout  the  world  under  some of the most  well-established
brand names and  trademarks in the industry,  including  ACUCAM(R),
ANKYLOS(R),   AQUASIL(TM),  CAULK(R),  CAVITRON(R),   CERAMCO(R),   CERCON(R),
DELTON(R), DENOPTIX(TM),  DENTSPLY(R),  DETREY(R),  ELEPHANT(R),  ESTHET.X(R),
FRIALIT(R),  GAC  ORTHOWORKS(TM),  GENDEX(R),  IN-OVATION(TM),  MAILLEFER(R),
MIDWEST(R),   NUPRO(R),   PEPGEN  P-15(TM),   PROFILE(R),   RINN(R),   R&R(R),
SANI-TIP(R), THERMAFIL(R) and TRUBYTE(R).

   Consumables   and   Small   Equipment.   Consumable   products
consist  of  dental  sundries  used  in  dental  offices  in  the
treatment  of  patients  and  in  dental   laboratories   in  the
preparation  of dental  appliances.  DENTSPLY's  products in this
category  include  dental   prosthetics,   including   artificial
teeth,   endodontic  (root  canal)   instruments  and  materials,
dental  injectable   anesthetics,   prophylaxis   paste,   dental
sealants,    implants,    impression    materials,    restorative
materials,  precious metal dental alloys, dental ceramics,  crown
and  bridge   materials,   tooth  whiteners,   topical  fluoride,
cutting instruments,  dental needles, and orthodontic  appliances
and   accessories.   The  Company   manufactures   thousands   of
different  consumable  and  laboratory  products  marketed  under
more  than  a  hundred  brand  names.  Small  equipment  products
consist  of various  durable  goods  used in dental  offices  for
treatment  of  patients  as  well  as  in  dental   laboratories.
DENTSPLY's  small equipment  products  include high and low speed
handpieces,  intraoral  lighting systems,  ultrasonic scalers and
polishers,  air abrasion  systems and porcelain  furnaces.  Sales
of consumable  and small  equipment  accounted for  approximately
90% of the  Company's  consolidated  sales  for  the  year  ended
December 31, 2001.

   Large Equipment.  Large equipment  products consist of various
durable   goods  used  in  dental   offices   primarily  for  the
diagnosis  of  patients  .  DENTSPLY's  large  equipment  product
lines include  conventional  and digital dental x-ray systems and
related support  equipment and  accessories,  intraoral  cameras,
computer  imaging  systems and related  software.  Sales of large
equipment   accounted  for  approximately  7%  of  the  Company's
consolidated sales for the year ended December 31, 2001.



D1



Markets, Sales and Distribution

   DENTSPLY  distributes   approximately  50-60%  of  its  dental
products through domestic and foreign  distributors,  dealers and
importers.  However,  certain highly  technical  products such as
precious metal dental alloys,  dental ceramics,  crown and bridge
porcelain   products,   endodontic   instruments  and  materials,
orthodontic   appliances,   implants  and  bone   substitute  and
grafting  materials  are sold  directly to the dental  laboratory
or  dentist  in  some  markets.  Sales  to  two  customers,  both
distributors,   accounted  for  11%  and  9%,  respectively,   of
consolidated net sales in 2001.

   The  information  about the  Company's  foreign  and  domestic
operations  and export  sales set forth in Note 4 of the Notes to
Consolidated  Financial  Statements in the Company's  2001 Annual
Report to Shareholders is incorporated herein by reference.

   Although   much  of  its  sales  are  made  to   distributors,
dealers,  and importers,  DENTSPLY focuses its marketing  efforts
on the dentists,  dental hygienists,  dental  assistants,  dental
laboratories  and  dental  schools  who are the end  users of its
products.  As part  of this  end-user  "pull  through"  marketing
approach,  DENTSPLY employs  approximately  1,700 highly trained,
product-specific   sales   and   technical   staff   to   provide
comprehensive  marketing and service  tailored to the  particular
sales and technical  support  requirements of the dealers and the
end  users.  The  Company  conducts  extensive   distributor  and
end-user  marketing  programs and trains  laboratory  technicians
and  dentists  in the  proper  use of its  products,  introducing
them   to   the   latest   technological   developments   at  its
Educational  Centers located in key dental  markets.  The Company
also  maintains   ongoing   relationships   with  various  dental
associations  and  recognized  worldwide  opinion  leaders in the
dental field.

   DENTSPLY  believes  that demand in a given  geographic  market
for  dental  procedures  and  products  varies  according  to the
stage of social,  economic  and  technical  development  that the
market has attained.  Geographic  markets for  DENTSPLY's  dental
products can be  categorized  into the following  three stages of
development:

   The  United  States,   Canada,   Western  Europe,  the  United
Kingdom,  Japan, and Australia are highly developed  markets that
demand the most  advanced  dental  procedures  and  products  and
have the highest  level of  expenditure  on dental care. In these
markets,   the  focus  of  dental  care  is   increasingly   upon
preventive care and specialized  dentistry.  In addition to basic
procedures  such as the  excavation  and filling of cavities  and
tooth extraction and denture  replacement,  dental  professionals
perform  an  increasing   volume  of   preventive   and  cosmetic
procedures.  These  markets  require  varied and  complex  dental
products,    utilize   sophisticated   diagnostic   and   imaging
equipment,  and demand high  levels of  attention  to  protection
against infection and patient cross-contamination.

   In certain  countries in Central  America,  South  America and
the Pacific Rim,  dental care is often limited to the  excavation
and  filling  of  cavities  and  other  restorative   techniques,
reflecting more modest per capita  expenditures  for dental care.
These  markets  demand  diverse  products  such as  high  and low
speed handpieces,  restorative  compounds,  finishing devices and
custom restorative devices.

   In the  People's  Republic of China,  India,  Eastern  Europe,
the countries of the former Soviet  Union,  and other  developing
countries,  dental ailments are treated  primarily  through tooth
extraction  and denture  replacement.  These  procedures  require
basic  surgical  instruments,  artificial  teeth for dentures and
bridgework, and anchoring devices such as posts.


D1




   The Company  offers  products and equipment for use in markets
at each of these  stages of  development.  The  Company  believes
that  as  each  of  these  markets   develop,   demand  for  more
technically  advanced  products will  increase.  The Company also
believes  that its  recognized  brand  names,  high  quality  and
innovative  products,   technical  support  services  and  strong
international  distribution  capabilities  position  it  well  to
take  advantage  of any  opportunities  for  growth in all of the
markets that it serves.

   The following  trends support the Company's  confidence in its
industry growth outlook:

o     Increasing   worldwide   population  -  Population   growth
   continues throughout the world.

o     Growth of the  population  65 or older - The  percentage of
   the  United  States  and  European  population  over age 65 is
   expected  to nearly  double by the year 2030.  In  addition to
   having  significant  needs for dental  care,  the  elderly are
   well  positioned  to pay for  the  required  procedures  since
   they control sizable amounts of discretionary income.

o     Natural teeth are being retained longer - Individuals  with
   natural  teeth  are much more  likely to visit a dentist  in a
   given year than those without any natural teeth remaining.

o     The  changing  dental  practice  in  developed  countries -
   Dentistry in developed  countries has been  transformed from a
   profession  primarily dealing with pain,  infections and tooth
   decay to one with  increased  emphasis on preventive  care and
   cosmetic   dentistry.   DENTSPLY's   product  lines  are  well
   positioned  to provide the new  sophisticated  solutions  that
   these advanced procedures require.

o     Per capita and  discretionary  incomes  are  increasing  in
   emerging  nations - As  personal  incomes  continue to rise in
   the  emerging  nations of the Pacific  Rim and Latin  America,
   healthcare,   including   dental   services,   are  a  growing
   priority.

o     Growth in the field of  aesthetic  dentistry  - Those among
   the  aging  "Baby  Boomer"  population  are not  only  keeping
   their  natural  teeth  longer  but are  interested  in looking
   their  best,  increasing  the demand for tooth  whitening  and
   other aesthetic procedures.

Product Development

   Technological  innovation and successful  product  development
are critical to strengthening  the Company's  prominent  position
in  worldwide   dental   markets,   maintaining   its  leadership
positions  in  product  categories  where  it has a  high  market
share,  and increasing  market share in product  categories where
gains  are  possible.   While  many  of  DENTSPLY's   innovations
represent  sequential  improvements  of  existing  products,  the
Company  also  continues to  successfully  launch  products  that
represent  fundamental  change.  Its research centers  throughout
the  world  employ   approximately   330   scientists,   Ph.D.'s,
engineers  and  technicians  dedicated  to  research  and product
development.  Approximately  $28.3 million,  $20.4  million,  and
$18.5  million,  respectively,  was  internally  invested  by the
Company in connection  with the  development  of new products and
in the  improvement  of  existing  products  in the  years  ended
2001,  2000 and 1999,  respectively.  There  can be no  assurance
that  DENTSPLY  will be able to  continue  to develop  innovative
products and that  regulatory  approval of any new products  will
be  obtained,  or that  if  such  approvals  are  obtained,  such
products will be accepted in the marketplace.



D1



Operating and Technical Expertise

   DENTSPLY  believes  that its  manufacturing  capabilities  are
important  to its  success.  The  Company  continues  to automate
its  global  manufacturing  operations  in order to  remain a low
cost producer.

   The   manufacture   of   the   Company's   products   requires
substantial and varied  technical  expertise.  Complex  materials
technology  and  processes  are  necessary  to  manufacture   the
Company's products.

    DENTSPLY  has  completed  or has in  progress a number of key
initiatives  around  the world that are  focused  on helping  the
Company improve its operating margins.

o     The Company's primary operational  initiative over the next
   1-2  years  will  be  to  successfully  integrate  the  recent
   acquisitions.

o     The  Company  has  recently  acquired a plant site  outside
   Chicago,  where it will  establish a major  dental  anesthetic
   filling  plant.  The Company  believes  that the plant will be
   operational,   which   includes  the  FDA  validation  of  the
   manufacturing practices, at the end of 2003.

o     The Company is creating a Corporate  Quality and Purchasing
   initiative   to  help  ensure   product   quality  and  reduce
   purchased product costs throughout the organization.

o     The   Company   has   centralized   its   warehousing   and
   distribution   in  North   America  and   Europe.   This  will
   minimize   both   inventory   levels  and  multiple   customer
   shipments.  It also  helps  improve  product  forecasting  and
   service to our customers.

o     In the first quarter of 2001, DENTSPLY  reorganized certain
   functions  within  Europe,  Brazil and North  America with the
   objective   of   consolidating   duplicative   functions   and
   improving  efficiencies  within these regions.  These measures
   have  resulted  in  the  elimination  of   approximately   310
   administrative  and  manufacturing  positions  in  Brazil  and
   Germany. Most aspects of this plan have been completed.

o     The   Company   continues   to  focus  on   improving   its
   manufacturing   processes  at  several  of  its  manufacturing
   locations,  providing  improved  flexibility.  This will allow
   them to continue to reduce  inventories  and improve  response
   times to changes in customer demand.

o     DENTSPLY  has also  completed  its  North  American  Shared
   Service   initiative   focused   on  the   consolidation   and
   centralization   of   the   financial    accounting    support
   functions.

o     DENTSPLY is making significant  improvements in Information
   Technology  as  well.  The  new  manufacturing  and  financial
   accounting  system was  implemented  in 1999 and  provides the
   Company  with  common  software  systems for nearly all of its
   locations  around the world  excluding  Friadent  and  Degussa
   Dental.  Worldwide  telecommunications  are  currently  a  key
   focus, as we continue to drive efficiencies.




D1



Financing

   DENTSPLY's  long-term  debt at  December  31,  2001 was $723.5
million and the related  long-term  debt to total  capitalization
was 54.3%.  DENTSPLY  may incur  additional  debt in the  future,
including the funding of additional  acquisitions;  however,  the
Company's  primary  focus  in  2002  is  the  integration  of its
already   competed   acquisitions  and  the  repayment  of  debt.
DENTSPLY's  ability to make payments on its indebtedness,  and to
fund  its  operations  depends  on  its  future  performance  and
financial  results,  which, to a certain  extent,  are subject to
general economic,  financial,  competitive,  regulatory and other
factors  that are beyond its  control.  There can be no assurance
that  DENTSPLY's  business  will  generate  sufficient  cash flow
from  operations  in the future to service  its debt and  operate
its business.

   DENTSPLY's   existing  borrowing   documentation   contains  a
number of  covenants  and  financial  ratios which it is required
to  satisfy.  Any breach of any such  covenants  or  restrictions
would  result  in  a  default   under  the   existing   borrowing
documentation  that  would  permit the  lenders  to  declare  all
borrowings  under such  documentation  to be immediately  due and
payable and,  through  cross  default  provisions,  would entitle
DENTSPLY's  other  lenders to  accelerate  their loans.  DENTSPLY
may not be able to meet its  obligations  under  its  outstanding
indebtedness  in the event that any cross  default  provision  is
triggered.

   Additional   information  about  DENTSPLY's  working  capital,
liquidity  and  capital  resources  is  incorporated   herein  by
reference  to  the  material  under  the  caption   "Management's
Discussion  and  Analysis of Financial  Condition  and Results of
Operations" in the Company's 2001 Annual Report to Shareholders.

Competition

   The  Company  conducts  its  operations,   both  domestic  and
foreign,    under   highly    competitive    market   conditions.
Competition in the dental  products  industry is based  primarily
upon  product  performance,  quality,  safety and ease of use, as
well as price,  customer  service,  innovation  and acceptance by
professionals   and  technicians.   DENTSPLY  believes  that  its
principal  strengths  include its  well-established  brand names,
its reputation for  high-quality  and  innovative  products,  its
leadership  in product  development  and  manufacturing,  and its
commitment to customer service and technical support.

   The size  and  number  of the  Company's  competitors  vary by
product   line  and  from  region  to  region.   There  are  many
companies  that produce  some,  but not all, of the same types of
products   as  those   produced  by  the   Company.   Certain  of
DENTSPLY's  competitors may have greater  resources than does the
Company in certain of its product offerings.

   The  worldwide  market for dental  supplies  and  equipment is
highly  competitive.  There can be no assurance  that the Company
will   successfully   identify  new  product   opportunities  and
develop  and  market  new  products  successfully,  or  that  new
products and  technologies  introduced  by  competitors  will not
render the Company's products obsolete or noncompetitive.

Regulation

   The  Company's  products are subject to  regulation  by, among
other  governmental  entities,  the United  States  Food and Drug
Administration  (the  "FDA").  In general,  if a dental  "device"
is  subject  to  FDA   regulation,   compliance  with  the  FDA's
requirements  constitutes  compliance  with  corresponding  state
regulations.   In   order  to   ensure   that   dental   products
distributed  for  human  use in the  United  States  are safe and
effective,  the  FDA  regulates  the  introduction,  manufacture,
advertising,  labeling,  packaging,  marketing  and  distribution
of, and record-keeping for, such products.

   Dental  devices of the types sold by  DENTSPLY  are  generally
classified  by the FDA into a category  that renders them subject
only to  general  controls  that  apply to all  medical  devices,
including   regulations   regarding   alteration,    misbranding,
notification,  record-keeping and good  manufacturing  practices.
DENTSPLY's  facilities are subject to periodic  inspection by the
FDA to monitor  DENTSPLY's  compliance  with  these  regulations.
There  can  be  no   assurance   that  the  FDA  will  not  raise
compliance  concerns.  Failure to satisfy  FDA  requirements  can
result in FDA enforcement  actions,  including  product  seizure,
injunction   and/or  criminal  or  civil   proceedings.   In  the
European  Union,  DENTSPLY's  products are subject to the medical
devices  laws of the various  member  states which are based on a
Directive  of  the  European  Commission.   Such  laws  generally
regulate  the safety of the  products in a similar way to the FDA
regulations.  DENTSPLY  products  in  Europe  bear  the  CE  sign
showing that such products adhere to the European regulations.



D1



   All  dental  amalgam   filling   materials,   including  those
manufactured  and  sold by  DENTSPLY,  contain  mercury.  Various
groups have alleged  that dental  amalgam  containing  mercury is
harmful  to human  health  and have  actively  lobbied  state and
federal   lawmakers   and   regulators  to  pass  laws  or  adopt
regulatory  changes  restricting  the use, or requiring a warning
against alleged  potential risks, of dental  amalgams.  The FDA's
Dental Devices  Classification  Panel, the National Institutes of
Health and the United  States  Public  Health  Service  have each
indicated  that no  direct  hazard  to humans  from  exposure  to
dental  amalgams  has  been  demonstrated.  If the  FDA  were  to
reclassify  dental  mercury  and  amalgam  filling  materials  as
classes of products  requiring  FDA  pre-market  approval,  there
can  be  no  assurance  that  the  required   approval  would  be
obtained  or that the FDA  would  permit  the  continued  sale of
amalgam filling materials pending its  determination.  In Europe,
in  particular  in  Scandinavia  and  Germany,  the  contents  of
mercury  in amalgam  filling  materials  had been the  subject of
public  discussion.  As a consequence,  in 1994 the German health
authorities  asked  suppliers  of dental  amalgam to amend,  as a
precautionary  measure,  the  instructions  for use  for  amalgam
filling  materials.  DENTSPLY  adhered to this request.  DENTSPLY
also   manufactures   and  sells   non-amalgam   dental   filling
materials that do not contain mercury.

   The  introduction  and sale of  dental  products  of the types
produced  by  the  Company   are  also   subject  to   government
regulation  in the various  foreign  countries  in which they are
produced  or sold.  Some of  these  regulatory  requirements  are
more  stringent  than  those  applicable  in the  United  States.
DENTSPLY  believes that it is in substantial  compliance with the
foreign  regulatory  requirements  that  are  applicable  to  its
products and manufacturing operations.

Sources and Supply of Raw Materials

  All  of  the  raw   materials   used  by  the  Company  in  the
manufacture   of  its   products  are   purchased   from  various
suppliers and are  available  from  numerous  sources.  No single
supplier,   except  for  the  supplier  of  precious   metal  raw
materials,  accounts for a  significant  percentage of DENTSPLY's
raw material  requirements.  There are  alternative  suppliers of
precious metal raw materials readily available.

Intellectual Property

   Products  manufactured  by DENTSPLY are sold  primarily  under
its own  trademarks  and  trade  names.  DENTSPLY  also  owns and
maintains  more than 1,000  patents  throughout  the world and is
licensed under a small number of patents owned by others.

   DENTSPLY's  policy is to protect its products  and  technology
through  patents  and  trademark   registrations  in  the  United
States  and  in   significant   international   markets  for  its
products.   The  Company   carefully   monitors   trademark   use
worldwide,   and   promotes   enforcement   of  its  patents  and
trademarks  in a manner  that is  designed to balance the cost of
such  protection  against  obtaining  the greatest  value for the
Company.    DENTSPLY   believes   its   patents   and   trademark
properties   are  important  and   contribute  to  the  Company's
marketing   position   but  it  does  not  consider  its  overall
business to be materially  dependent upon any  individual  patent
or trademark.

Employees

   As of December  31,  2001,  the  Company and its  subsidiaries
employed  approximately  7,500  employees.  A small percentage of
the  Company's   employees  are   represented  by  labor  unions.
Hourly  workers at the  Company's  Ransom & Randolph  facility in
Maumee,   Ohio  are   represented   by  Local   No.   12  of  the
International    Union,   United   Automobile,    Aerospace   and
Agriculture  Implement  Workers  of  America  under a  collective
bargaining  agreement  that expires on January 31,  2004.  Hourly
workers at the  Company's  Midwest  Dental  Products  facility in
Des  Plaines,  Illinois  are  represented  by  Tool & Die  Makers
Local 113 of the  International  Association  of  Machinists  and
Aerospace  Workers under a collective  bargaining  agreement that
expires  on June  1,  2003.  In  addition,  approximately  20% of
Degussa  Dental  Germany's  workforce  is  represented  by  labor
unions.  The  Company  believes  that its  relationship  with its
employees is good.

   The Company's  success is dependent  upon its  management  and
employees.  The  loss  of  senior  management  employees  or  any
failure  to  recruit  and  train  needed  managerial,  sales  and
technical  personnel could have a material  adverse effect on the
Company.

Environmental Matters

   DENTSPLY  believes that its operations  comply in all material
respects  with  applicable  environmental  laws and  regulations.
Maintaining  this  level of  compliance  has not had,  and is not
expected  to have,  a material  effect on the  Company's  capital
expenditures or on its business.


D1



Item 2.  Properties

      The   following   is  a  list   of   DENTSPLY's   principal
manufacturing locations as of December31, 2001:

Leased Location Function or Owned United States: Los Angeles, California Manufacture and distribution of investment Leased casting products Yucaipa , California, Manufacture and distribution of dental Owned laboratory products and dental ceramics Lakewood, Colorado Manufacture and distribution of bone grafting Leased materials and hydroxylapatite plasma-feed coating materials Milford, Delaware Manufacture of consumable dental products Owned Des Plaines, Illinois Manufacture and assembly of dental handpieces Leased and components and dental x-ray equipment Elgin, Illinois Manufacture of dental x-ray film holders, film Owned mounts and accessories Franklin Park, Illinois Manufacture and distribution of needles and Owned needle-related products, primarily for the dental profession Columbus, Indiana Manufacture and distribution of orthodontic Leased accessories Maumee, Ohio Manufacture and distribution of investment Owned casting products York, Pennsylvania Manufacture and distribution of artificial teeth Owned and other dental laboratory products; corporate headquarters York, Pennsylvania Manufacture of small dental equipment and Owned preventive dental products Johnson City, Tennessee Manufacture and distribution of endodontic Leased instruments and materials Foreign: Catanduva, Brazil Manufacture and distribution of consumable Leased dental products Petropolis, Brazil Manufacture and distribution of artificial teeth Owned and consumable dental products
D1
Leased Location Function or Owned Petropolis, Brazil Manufacture and distribution of dental Owned anesthetics Tianjin, China Manufacture and distribution of dental products Leased Plymouth, England Manufacture of dental hand instruments Leased Bohmte, Germany Manufacture and distribution of dental Owned laboratory products Hanau, Germany Manufacture and distribution of precious metal Owned dental alloys, dental ceramics and dental implant products Konstanz, Germany Manufacture and distribution of consumable Owned dental products Mannheim, Germany Manufacture and distribution of dental Owned implant products Munich, Germany Manufacture and distribution of endodontic Owned instruments and materials Rosbach, Germany Manufacture and distribution of dental ceramics Owned New Delhi, India Manufacture and distribution of dental products Leased Milan, Italy Manufacture and distribution of dental Leased x-ray equipment Nasu, Japan Manufacture and distribution of precious metal Owned dental alloys, consumable dental products and orthodontic products Hoorn, Netherlands Manufacture and distribution of precious metal Owned dental alloys and dental ceramics Las Piedras, Puerto Rico Manufacture of crown and bridge materials Owned Ballaigues, Switzerland Manufacture and distribution of endodontic Owned instruments Ballaigues, Switzerland Manufacture and distribution of plastic Owned components and packaging material Le Creux, Switzerland Manufacture and distribution of endodontic Owned instruments
D1 In addition, the Company maintains sales and distribution offices at certain of its foreign and domestic manufacturing facilities, as well as at various other United States and international locations. Of the various sites around the world that are used exclusively for sales and distribution, all but three are leased. The Company also maintains sales offices in various countries throughout the world. DENTSPLY believes that its properties and facilities are well maintained and are generally suitable and adequate for the purposes for which they are used. Item 3. Legal Proceedings DENTSPLY and its subsidiaries are from time to time parties to lawsuits arising out of their respective operations. The Company believes that pending litigation to which DENTSPLY is a party will not have a material adverse effect upon its consolidated financial position or results of operations. In June 1995, the Antitrust Division of the United States Department of Justice initiated an antitrust investigation regarding the policies and conduct undertaken by the Company's Trubyte Division with respect to the distribution of artificial teeth and related products. On January 5, 1999 the Department of Justice filed a complaint against the Company in the U.S. District Court in Wilmington, Delaware alleging that the Company's tooth distribution practices violate the antitrust laws and seeking an order for the Company to discontinue its practices. Three follow on private class action suits on behalf of dentists, laboratories and denture patients in seventeen states, respectively, who purchased Trubyte teeth or products containing Trubyte teeth, were filed and transferred to the U.S. District Court in Wilmington, Delaware. The class action filed on behalf of the dentists has been dismissed by the plaintiffs. The private party suits seek damages in an unspecified amount. The Company filed motions for summary judgment in all of the above cases, which were argued to the court in December 2000. The Court denied the Company's motion for summary judgment regarding the Department of Justice action, granted the motion on the lack of standing of the patient class action and granted the motion on the lack of standing of the laboratory class action to pursue damage claims. In an attempt to avoid the effect of the Court's ruling, the attorneys for the laboratory class action filed a new complaint naming DENTSPLY and its dealers as co-conspirators with respect to DENTSPLY's distribution policy. The Company filed a motion to dismiss this re-filed complaint. The Court again granted DENTSPLY's motion on the lack of standing of the laboratory class action to pursue damage claims. The attorneys for the patient class have also filed a new action to avoid the effect of the Court's ruling. This action is filed in the U.S. District Court in Delaware. Four private party class actions on behalf of indirect purchasers were filed in California state court. These cases are based on allegations similar to those in the Department of Justice case. In response to the Company's motion, these cases have been consolidated in one Judicial District in Los Angeles. It is the Company's position that the conduct and activities of the Trubyte division do not violate the antitrust laws. Item 4. Submission of Matters to a Vote of Security Holders Not applicable. Executive Officers of the Registrant The following table sets forth certain information regarding the executive officers of the Company as of February 28, 2001. Name Age Position John C. Miles II 60 Chairman of the Board and Chief Executive Officer Gerald K. Kunkle Jr. 55 President and Chief Operating Officer William R. Jellison 44 Senior Vice President and Chief Financial Officer Rudolf Lehner 44 Senior Vice President J. Henrik Roos 44 Senior Vice President W. William Weston 54 Senior Vice President Thomas L. Whiting 59 Senior Vice President Brian M. Addison 48 Vice President, Secretary and General Counsel D1 John C. Miles II was named Chairman of the Board effective May 20, 1998. Prior thereto, he was Vice Chairman of the Board since January 1, 1997. He was named Chief Executive Officer of the Company upon the resignation of Burton C. Borgelt from that position on January 1, 1996. Prior to that he was President and Chief Operating Officer and a director of the Company since the Merger. Prior to that he served as President and Chief Operating Officer and a director of Old Dentsply commencing in January 1990. Gerald K. Kunkle Jr. was named President and Chief Operating Officer effective January 1, 1997. Prior thereto, Mr. Kunkle served as President of Johnson and Johnson's Vistakon Division, a manufacturer and marketer of contact lenses, from January 1994 and, from early 1992 until January 1994, was President of Johnson and Johnson Orthopaedics, Inc., a manufacturer of orthopaedic implants, fracture management products and trauma devices. William R. Jellison was named Senior Vice President and Chief Financial Officer of the Company effective April 20, 1998. Prior to that time, Mr. Jellison held the position of Vice President of Finance, Treasurer and Corporate Controller for Donnelly Corporation of Holland, Michigan since 1994. From 1991 to 1994, Mr. Jellison was Donnelly's Vice President of Financial Operations, Treasurer and Corporate Controller. Prior to that, he served one year as Treasurer and Corporate Controller and in other financial management positions for Donnelly. Mr. Jellison is a Certified Management Accountant. Rudolf Lehner was named Senior Vice President effective December 12, 2001 and oversees the following operating units: Degussa Dental Germany, DENTSPLY Austria, DENTSPLY Sankin, Detech, Elephant Dental and Friadent. Prior to that time, Mr Lehner was Chief Operating Officer of Degussa Dental since mid-2000. From 1999 to mid 2000, he had the overall responsibilities for Sales & Marketing at Degussa Dental. From 1994 to 1999, Mr. Lehner held the position of Chief Executive Officer of Elephant Dental. From 1990 to 1994, he had overall responsibility for international activities at Degussa Dental. Prior to that, Mr Lehner held various positions at Degussa Dental and its parent, Degussa AG, since starting in 1984. J. Henrik Roos was named Senior Vice President effective June 1, 1999 and oversees the following operating units: Ceramco, CeraMed, DENTSPLY Argentina, DENTSPLY Brazil, DENTSPLY Canada, DENTSPLY Latin America, DENTSPLY Mexico, DENTSPLY Professional, Ransom & Randolph and Trubyte. Prior to his Senior Vice President appointment, Mr. Roos served as Vice President and General Manager of the Company's Gendex division from June 1995 to June 1999. Prior to that, he served as President of Gendex European operations in Frankfurt, Germany since joining the Company in August 1993. W. William Weston was named Senior Vice President effective January 1, 1996 and oversees the following operating units: DeDent, DENTSPLY Asia, DENTSPLY Australia, DENTSPLY France, DENTSPLY Italy, DENTSPLY Russia, DENTSPLY United Kingdom, L.D. Caulk, and Middle East/Africa. Prior to his Senior Vice President appointment, Mr. Weston served as the Vice President and General Manager of DENTSPLY's DeDent Operations in Europe from October 1, 1990 to January 1, 1996. Prior to that time he was Pharmaceutical Director for Pfizer in Germany. Thomas L. Whiting was named Senior Vice President effective in early 1995 and oversees the following operating units: DENTSPLY Anesthetics, ESP LLC, GAC, Gendex, Maillefer, MPL, Rinn, Tulsa Dental Products and Vereinigte Dentalwerke ("VDW"). Prior to his Senior Vice President appointment, Mr. Whiting was Vice President and General Manager of the Company's L.D. Caulk Division from March 1987 to early 1995. Prior to that time, Mr. Whiting held management positions with Deseret Medical and the Parker-Davis Company. Brian M. Addison has been Vice President, Secretary and General Counsel of the Company since January 1, 1998. Prior to that he was Assistant Secretary and Corporate Counsel since December 1994. From August 1994 to December 1994 he was a Partner at the Harrisburg, Pennsylvania law firm of McNees, Wallace & Nurick. Prior to that he was Senior Counsel at Hershey Foods Corporation. D1 PART II Item 5. Market for Registrant's Common Equity and Related Stockholder Matters The information set forth under the caption "Supplemental Stock Information" in the Company's 2001 Annual Report to Shareholders is incorporated herein by reference. Item 6. Selected Financial Data The information set forth under the caption "Selected Financial Data" in the Company's 2001 Annual Report to Shareholders is incorporated herein by reference. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations The information set forth under the caption "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Company's 2001 Annual Report to Shareholders is incorporated herein by reference. Item 7A. Quantitative and Qualitative Disclosure About Market Risk The information set forth under the caption "Quantitative and Qualitative Disclosure About Market Risk" in the Company's 2001 Annual Report to Shareholders is incorporated herein by reference. Item 8. Financial Statements and Supplementary Data The information set forth under the captions "Management's Financial Responsibility," "Report of Independent Accountants," "Consolidated Statements of Income," "Consolidated Balance Sheets," "Consolidated Statements of Stockholders' Equity," "Consolidated Statements of Cash Flows," and "Notes to Consolidated Financial Statements" in the Company's 2001 Annual Report to Shareholders is incorporated herein by reference. The Report of KPMG, LLP for the Company's fiscal year ended December 31, 1999 is attached hereto as Exhibit 99.1. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Previously reported. PART III Item 10. Directors and Executive Officers of the Registrant The information (i) set forth under the caption "Executive Officers of the Registrant" in Part I of this Annual Report on Form 10-K and (ii) set forth under the captions "Election of Directors," "Section 16(a) Beneficial Ownership Reporting Compliance" and "Other Matters" in the 2002 Proxy Statement is incorporated herein by reference. Item 11. Executive Compensation The information set forth under the caption "Executive Compensation" in the 2002 Proxy Statement is incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management The information set forth under the caption "Security Ownership of Certain Beneficial Owners and Management" in the 2002 Proxy Statement is incorporated herein by reference. Item 13. Certain Relationships and Related Transactions The information set forth under the subcaptions "Compensation of Directors", "Human Resources Committee Interlocks and Insider Participation" and "Human Resources Committee Report on Executive Compensation" in the 2002 Proxy Statement is incorporated herein by reference. D1 PART IV Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K (a) Documents filed as part of this Report 1 Financial Statements The following consolidated financial statements of the Company set forth in the Company's 2001 Annual Report to Shareholders are incorporated herein by reference: Report of Independent Accountants Consolidated Statements of Income - Years ended December 31, 2001, 2000 and 1999 Consolidated Balance Sheets - December 31, 2001 and 2000 Consolidated Statements of Stockholders' Equity - Years ended December 31, 2001, 2000 and 1999 Consolidated Statements of Cash Flows - Years ended December 31, 2001, 2000 and 1999 Notes to Consolidated Financial Statements 2 Financial Statement Schedules The following financial statement schedule and the Report of Independent Accountants on Financial Statement Schedule are filed as part of this Annual Report on Form 10-K: Report of Independent Accountants on Financial Statement Schedule Schedule II -- Valuation and Qualifying Accounts. All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required to be included herein under the related instructions or are inapplicable and, therefore, have been omitted. D1 3 Exhibits. The Exhibits listed below are filed or incorporated by reference as part of this Annual Report on Form 10-K. Exhibit Number Description 3.1 Restated Certificate of Incorporation (1) 3.2 By-Laws, as amended 4.1. (a) Commercial Paper Issuing and paying Agency Agreement dated as of August 12,1999 between the Company and the Chase Manhattan Bank (13) (b) Commercial Paper Dealer Agreement dated as of August 12, 1999 between the Company and Goldman, Sachs & Co. (13) 4.2 (a) Note Agreement (governing Series A, Series B and Series C Notes) dated March 1, 2001 between the Company and Prudential Insurance Company of America (14) (b) First Amendment to Note Agreement dated September 1, 2001 between the Company and Prudential Insurance Company of America. 4.3 (a) 5-Year Competitive Advance, Revolving Credit and Guaranty Agreements dated as of May 25, 2001 among the Company, the guarantors named therein, the banks named therein, the ABN Amro Bank, N.V as Administrative Agent, and First Union National Bank and Harris Trust and Savings Bank as Documentation Agents as Documentation Agents. (b) 364-Day Competitive Advance, Revolving Credit and Guaranty Agreements dated as of May 25, 2001 among the Company, the guarantors named therein, the banks named therein, the ABN Amro Bank, N.V as Administrative Agent, and First Union National Bank and Harris Trust and Savings Bank as Documentation Agents as Documentation Agents. 4.4 Private placement note dated December 28, 2001 between the Company and Massachusetts Mutual Life Insurance Company and Nationwide Life Insurance Company. 4.5 (a) Eurobonds Agency Agreement dated December 13, 2001 between the Company and Citibank, N.A. (b) Eurobond Subscription Agreement dated December 11, 2001 between the Company and Credit Suisse First Boston (Europe) Limited, UBS AG, ABN AMRO Bank N.V., First Union Securities, Inc.; and Tokyo-Mitsubishi International plc (the Managers). (c) Pages 4 through 16 of the Company's Eurobond Offering Circular dated December 11, 2001. 10.1 1992 Stock Option Plan adopted May 26, 1992 (4) 10.2 1993 Stock Option Plan (2) 10.3 1998 Stock Option Plan (1) 10.4 Nonstatutory Stock Option Agreement between the Company and Burton C. Borgelt (3) 10.5 (a) Employee Stock Ownership Plan as amended effective as of December 1, 1982 restated as of January 1, 1991 (7) (b) Second amendment to the DENTSPLY Employee Stock Ownership Plan (10) (c) Third Amendment to the DENTSPLY Employee Stock Ownership Plan (12) 10.6 (a) Trust Agreement for the Company's Employee Stock Ownership Plan between the Company and T. Rowe Price Trust Company dated as of November 1, 2000. (14) (b) Plan Recordkeeping Agreement for the Company's Employee Stock Ownership Plan between the Company and T. Rowe Price Trust Company dated as of November 1, 2000. (14) D1 10.7 (a) Employment Agreement dated as of December 31, 1987 between the Company and John C. Miles II (5)* (b) Amendment to Employment Agreement between the Company and John C. Miles II dated February 16, 1996, effective January 1, 1996 (9)* 10.8 Employment Agreement dated as of December 10, 1992 between the Company and Michael R. Crane (5)* 10.9 Employment Agreement dated January 1, 1996 between the Company and W. William Weston (9)* 10.10 Employment Agreement dated January 1, 1996 between the Company and Thomas L. Whiting (9)* 10.11 Employment Agreement dated October 11,1996 between the Company and Gerald K. Kunkle Jr. (10)* 10.12 Employment Agreement dated April 20, 1998 between the Company and William R. Jellison (12)* 10.13 Employment Agreement dated September 10, 1998 between the Company and Brian M. Addison (12)* 10.14 Employment Agreement dated June 1, 1999 between the Company and J. Henrik Roos (13)* 10.15 Employment Agreement dated October 1, 2001 between the Company and Rudolf Lehner* 10.16 DENTSPLY International Inc. Directors' Deferred Compensation Plan effective January 1, 1997 (10)* 10.17 Supplemental Executive Retirement Plan effective January 1, 1999 (12)* 10.18 Written Description of Year 2001 Incentive Compensation Plan. 10.19 Sale and Purchase Agreement for all the shares of Friadent Gmbh, dated December 28, 2000 by and between Neptuno Verwaltungs und Treuhand - Gersellschaft GmbH, Dr. Eberhard Braun and Fria Nu GmbH (a subsidiary of the Company). (14) 10.20(a) AZLAD Products Agreement, dated January 18, 2001 between AstraZenaca AB and Maillefer Instruments Holdings, S.A. (a subsidiary of the Company). (14) (b) AZLAD Products Manufacturing Agreement, dated January 18, 2001 between AstraZenaca AB and Maillefer Instruments Holdings, S.A. (14) (c) AZ Trade Marks License Agreement, dated January 18, 2001 between AstraZenaca AB and Maillefer Instruments Holdings, S.A. (14) 10.21 Degussa Dental Group Sale and Purchase Agreement, dated May 28/29, 2001 between Degussa AG (Seller) and Dentsply Hanau GmbH & Co. KG, Dentsply Research & Development Corporation and Dentsply EU S.a.r.l. (Purchasers and subsidiaries of the Company). (15) 10.22(a) Precious metal inventory Purchase and Sale Agreement dated November 30, 2001 between Fleet Precious Metal Inc. and the Company. (b) Precious metal inventory Purchase and Sale Agreement dated December 20, 2001 between JPMorgan Chase Bank and the Company. (c) Precious metal inventory Purchase and Sale Agreement dated December 20, 2001 between Mitsui & Co., Precious Metals Inc. and the Company. 13 Pages 9 through 44 of the Company's Annual Report to Shareholders for fiscal year 2001 (only those portions of the Annual Report incorporated by reference in this report are deemed "filed") 21.1 Subsidiaries of the Company 23.1 Consent of Independent Accountants - PricewaterhouseCoopers LLP 23.2 Consent of Independent Auditors - KPMG LLP 99.1 Audit Report of KPMG LLP D1 * Management contract or compensatory plan. (1) Incorporated by reference to exhibit included in the Company's Registration Statement on Form S-8 (No. 333-56093). (2) Incorporated by reference to exhibit included in the Company's Registration Statement on Form S-8 (No. 33-71792). (3) Incorporated by reference to exhibit included in the Company's Registration Statement on Form S-8 (No. 33-79094). (4) Incorporated by reference to exhibit included in the Company's Registration Statement on Form S-8 (No. 33-52616). (5) Incorporated by reference to exhibit included in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 1993, File No. 0-16211. (6) Incorporated by reference to exhibit included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1993, File No. 0-16211. (7) Incorporated by reference to exhibit included in the Company's Annual Report on Form 10-K for the fiscal year December 31, 1994, File No. 0-16211. (8) Incorporated by reference to exhibit included in the Company's Current Report on Form 8-K dated January 10, 1996, File No. 0-16211. (9) Incorporated by reference to exhibit included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1995, File No. 0-16211. (10) Incorporated by reference to exhibit included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1996, File No. 0-16211. (11) Incorporated by reference to exhibit included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1997, File No. 0-16211. (12) Incorporated by reference to exhibit included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1998, File No. 0-16211. (13) Incorporated by reference to exhibit included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1999, File No. 0-16211. (14) Incorporated by reference to exhibit included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2000, File No. 0-16211. (15) Incorporated by reference to exhibit included in the Company's Quarterly Report on Form 10-Q for the period ended June 30, 2001, File No. 0-16211. D1 Loan Documents The Company and certain of its subsidiaries have entered into various loan and credit agreements and issued various promissory notes and guaranties of such notes, listed below, the aggregate principal amount of which is less than 10% of its assets on a consolidated basis. The Company has not filed copies of such documents but undertakes to provide copies thereof to the Securities and Exchange Commission supplementally upon request. (1) Master Grid Note dated November 4, 1996 executed in favor of The Chase Manhattan Bank in connection with a line of credit up to $20,000,000 between the Company and The Chase Manhattan Bank. (2) Agreement dated February 26, 1999 between Midland Bank PLC and Dentsply Limited for GBP 3,000,000 overdraft and $2,500,000 foreign exchange facility. (3) Agreement dated June 21, 2001 in the principal amount of $6,000,000 between Dentsply Research and Development Corp, Hong Kong Branch and Bank of Tokyo Mitsubishi. (4) Form of "comfort letters" to various foreign commercial lending institutions having a lending relationship with one or more of the Company's international subsidiaries. (b) Reports on Form 8-K On October 17, 2001, the Company filed a Form 8-K, under item 2 reporting that it had acquired the Degussa Dental Group. On December 17, 2001, Amendment 1 to this Form 8-K was filed on Form 8-K/A. This amendment contained the financial information required under this form. On November 23, 2001, the Company furnished a Form 8-K, under item 9. This report (which is not deemed filed under the Securities Exchange Act) disclosed financial information related to the recently-acquired Degussa Dental Group that was provided in a preliminary offering circular to prospective purchasers in connection with the marketing of the Company's planned Eurobond Offering. D1 Report of Independent Accountants on Financial Statement Schedule To the Board of Directors of DENTSPLY International Inc. Our audits of the consolidated financial statements referred to in our report dated January 21, 2002, except for Note 16, as to which the date is January 31, 2002 appearing in the 2001 Annual Report to Shareholders of DENTSPLY International Inc. (which report and consolidated financial statements are incorporated by reference in this Annual Report on Form 10-K) also included an audit of the financial statement schedule listed in Item 14(a)(2) of the Form 10-K. In our opinion, this financial statement schedule presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. PricewaterhouseCoopers LLP Philadelphia, PA March 28, 2002 D1 SCHEDULE II DENTSPLY INTERNATIONAL INC. VALUATION AND QUALIFYING ACCOUNTS FOR THE THREE YEARS ENDED DECEMBER 31, 2001
Additions ----------------------- Charged Balance at (Credited) Charged to Write-offs Balance Beginning To Costs Other Net of Translation at End Description of Period And Expenses Accounts Recoveries Adjustment of Period (in thousands) Allowance for doubtful accounts: For Year Ended December 31, 1999 $ 7,891 $ 1,418 $ 541 (a) $ (1,294) $ (404) $ 8,152 2000 8,152 397 34 (b) (2,078) (145) 6,360 2001 6,360 2,844 5,289 (c) (1,638) (253) 12,602 Allowance for trade discounts: For Year Ended December 31, 1999 1,954 2,061 - (1,538) (183) 2,294 2000 2,294 2,169 - (1,732) (102) 2,629 2001 2,629 555 - (1,194) (124) 1,866 Inventory valuation reserves: For Year Ended December 31, 1999 12,315 2,116 2,679 (d) (1,209) (537) 15,364 2000 15,364 5,584 52 (e) (5,741) (317) 14,942 2001 14,942 4,369 8,409 (f) (2,996) (365) 24,359 (a) Includes $62 from acquisition of Vereinigte Dentalwerke and $479 for the New Image restructuring. (b) Includes $34 from acquisition of Midwest Orthodontic Manufacturing. (c) Includes $389 from acquisition of Friadent and $4,900 from acquisition of Degussa Dental. (d) Includes $2,679 from acquisition of Vereinigte Dentalwerke and Herpo Productos Dentarios. (e) Includes $52 from acquisition of Midwest Orthodontic Manufacturing. (f) Includes $1,580 from acquisition of Friadent and $6,829 from acquisition of Degussa Dental.
D1 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. DENTSPLY INTERNATIONAL INC. By:/s/ John C. Miles II ----------------------- John C. Miles II Chairman of the Board and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. /s/ John C. Miles II March 28, 2002 - ------------------------- -------------------- John C. Miles II Date Chairman of the Board and Chief Executive Officer and a Director (Principal Executive Officer) /s/ Gerald K. Kunkle, Jr. March 28, 2002 - ------------------------- -------------------- Gerald K. Kunkle, Jr. Date President and Chief Operating Officer and a Director /s/ William R. Jellison March 28, 2002 - ------------------------- -------------------- William R. Jellison Date Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) /s/ Dr. Michael C. Alfano March 28, 2002 - ------------------------- -------------------- Dr. Michael C. Alfano Date Director /s/ Burton C. Borgelt March 28, 2002 - ------------------------- -------------------- Burton C. Borgelt Date Director D1 /s/ Douglas K. Chapman March 28, 2002 - ------------------------- -------------------- Douglas K. Chapman Date Director /s/ Paula H. Cholmondeley March 28, 2002 - ------------------------- -------------------- Paula H. Cholmondeley Date Director /s/ Michael J. Coleman March 28, 2002 - ------------------------- -------------------- Michael J. Coleman Date Director /s/ C. Frederick Fetterolf March 28, 2002 - ------------------------- -------------------- C. Frederick Fetterolf Date Director /s/ William F. Hecht March 28, 2002 - ------------------------- -------------------- William F. Hecht Date Director /s/ Leslie A. Jones March 28, 2002 - ------------------------- -------------------- Leslie A. Jones Date Director /s/ Betty Jane Scheihing March 28, 2002 - ------------------------- -------------------- Betty Jane Scheihing Date Director /s/Edgar H. Schollmaier March 28, 2002 - ------------------------- -------------------- Edgar H. Schollmaier Date Director /s/ W. Keith Smith March 28, 2002 - ------------------------- -------------------- W. Keith Smith Date Director D1 EXHIBIT INDEX
Exhibit Exhibit Number Description Reference 3.1 Restated Certificate of Incorporation (1) 3.2 By-Laws, as amended D2 4.1. (a) Commercial Paper Issuing and paying Agency Agreement dated as of August 12,1999 between the Company and the Chase Manhattan Bank (13) (b) Commercial Paper Dealer Agreement dated as of August 12, 1999 between the Company and Goldman, Sachs & Co. (13) 4.2 (a) Note Agreement (governing Series A, Series B and Series C Notes) dated March 1, 2001 between the Company and Prudential Insurance Company of America (14) (b) First Amendment to Note Agreement dated September 1, 2001 between the Company and Prudential Insurance Company of America. D3 4.3 (a) 5-Year Competitive Advance, Revolving Credit and Guaranty Agreements dated as of May 25, 2001 among the Company, the guarantors named therein, the banks named therein, the ABN Amro Bank, N.V as Administrative Agent, and First Union National Bank and Harris Trust and Savings Bank as Documentation Agents as Documentation Agents. D4 (b) 364-Day Competitive Advance, Revolving Credit and Guaranty Agreements dated as of May 25, 2001 among the Company, the guarantors named therein, the banks named therein, the ABN Amro Bank, N.V as Administrative Agent, and First Union National Bank and Harris Trust and Savings Bank as Documentation Agents as Documentation Agents. D5 4.4 Private placement note dated December 28, 2001 between the Company and Massachusetts Mutual Life Insurance Company and Nationwide Life Insurance Company. D6 4.5 (a) Eurobonds Agency Agreement dated December 13, 2001 between the Company and Citibank, N.A. D7 (b) Eurobond Subscription Agreement dated December 11, 2001 between the Company and Credit Suisse First Boston (Europe) Limited, UBS AG, ABN AMRO Bank N.V., First Union Securities, Inc.; and Tokyo-Mitsubishi International plc (the Managers). D8 (c) Pages 4 through 16 of the Company's Eurobond Offering Circular dated December 11, 2001. 10.1 1992 Stock Option Plan adopted. D9 May 26, 1992 (4) 10.2 1993 Stock Option Plan (2) 10.3 1998 Stock Option Plan (1) 10.4 Nonstatutory Stock Option Agreement between the Company and Burton C. Borgelt (3) 10.5 (a) Employee Stock Ownership Plan as amended effective as of December 1, 1982 restated as of January 1, 1991 (7) (b) Second amendment to the DENTSPLY Employee Stock Ownership Plan (10) (c) Third Amendment to the DENTSPLY Employee Stock Ownership Plan (12) 10.6 (a) Trust Agreement for the Company's Employee Stock Ownership Plan between the Company and T. Rowe Price Trust Company dated as of November 1, 2000. (14) (b) Plan Recordkeeping Agreement for the Company's Employee Stock Ownership Plan between the Company and T. Rowe Price Trust Company dated as of November 1, 2000. (14) D1 10.7 (a) Employment Agreement dated as of December 31, 1987 between the Company and John C. Miles II (5)* (b) Amendment to Employment Agreement between the Company and John C. Miles II dated February 16, 1996, effective January 1, 1996 (9)* 10.8 Employment Agreement dated as of December 10, 1992 between the Company and Michael R. Crane (5)* 10.9 Employment Agreement dated January 1, 1996 between the Company and W. William Weston (9)* 10.10 Employment Agreement dated January 1, 1996 between the Company and Thomas L. Whiting (9)* 10.11 Employment Agreement dated October 11,1996 between the Company and Gerald K. Kunkle Jr. (10)* 10.12 Employment Agreement dated April 20, 1998 between the Company and William R. Jellison (12)* 10.13 Employment Agreement dated September 10, 1998 between the Company and Brian M. Addison (12)* 10.14 Employment Agreement dated June 1, 1999 between the Company and J. Henrik Roos (13)* 10.15 Employment Agreement dated October 1, 2001 between the Company and Rudolf Lehner* D10 10.16 DENTSPLY International Inc. Directors' Deferred Compensation Plan effective January 1, 1997 (10)* 10.17 Supplemental Executive Retirement Plan effective January 1, 1999 (12)* 10.18 Written Description of Year 2001 Incentive Compensation Plan. D11 10.19 Sale and Purchase Agreement for all the shares of Friadent Gmbh, dated December 28, 2000 by and between Neptuno Verwaltungs und Treuhand - Gersellschaft GmbH, Dr. Eberhard Braun and Fria Nu GmbH (a subsidiary of the Company). (14) 10.20(a) AZLAD Products Agreement, dated January 18, 2001 between AstraZenaca AB and Maillefer Instruments Holdings, S.A. (a subsidiary of the Company). (14) (b) AZLAD Products Manufacturing Agreement, dated January 18, 2001 between AstraZenaca AB and Maillefer Instruments Holdings, S.A. (14) (c) AZ Trade Marks License Agreement, dated January 18, 2001 between AstraZenaca AB and Maillefer Instruments Holdings, S.A. (14) 10.21 Degussa Dental Group Sale and Purchase Agreement, dated May 28/29, 2001 between Degussa AG (Seller) and Dentsply Hanau GmbH & Co. KG, Dentsply Research & Development Corporation and Dentsply EU S.a.r.l. (Purchasers and subsidiaries of the Company). (15) 10.22(a) Precious metal inventory Purchase and Sale Agreement dated November 30, 2001 between Fleet Precious Metal Inc. and the Company. D12 (b) Precious metal inventory Purchase and Sale Agreement dated December 20, 2001 between JPMorgan Chase Bank and the Company. D13 (c) Precious metal inventory Purchase and Sale Agreement dated December 20, 2001 between Mitsui & Co., Precious Metals Inc. and the Company. D14 13 Pages 9 through 44 of the Company's Annual Report to Shareholders for fiscal year 2001 (only those portions of the Annual Report incorporated by reference in this report are deemed "filed"). D15 21.1 Subsidiaries of the Company D16 23.1 Consent of Independent Accountants - PricewaterhouseCoopers LLP D17 23.2 Consent of Independent Auditors - KPMG LLP D18 99.1 Audit Report of KPMG LLP D19
D1 * Management contract or compensatory plan. (1) Incorporated by reference to exhibit included in the Company's Registration Statement on Form S-8 (No. 333-56093). (2) Incorporated by reference to exhibit included in the Company's Registration Statement on Form S-8 (No. 33-71792). (3) Incorporated by reference to exhibit included in the Company's Registration Statement on Form S-8 (No. 33-79094). (4) Incorporated by reference to exhibit included in the Company's Registration Statement on Form S-8 (No. 33-52616). (5) Incorporated by reference to exhibit included in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 1993, File No. 0-16211. (6) Incorporated by reference to exhibit included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1993, File No. 0-16211. (7) Incorporated by reference to exhibit included in the Company's Annual Report on Form 10-K for the fiscal year December 31, 1994, File No. 0-16211. (8) Incorporated by reference to exhibit included in the Company's Current Report on Form 8-K dated January 10, 1996, File No. 0-16211. (9) Incorporated by reference to exhibit included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1995, File No. 0-16211. (10) Incorporated by reference to exhibit included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1996, File No. 0-16211. (11) Incorporated by reference to exhibit included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1997, File No. 0-16211. (12) Incorporated by reference to exhibit included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1998, File No. 0-16211. (13) Incorporated by reference to exhibit included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1999, File No. 0-16211. (14) Incorporated by reference to exhibit included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2000, File No. 0-16211. (15) Incorporated by reference to exhibit included in the Company's Quarterly Report on Form 10-Q for the period ended June 30, 2001, File No. 0-16211. Company's Quarterly Report on Form 10-Q for the period ended June 30, 2001, File No. 0-16211. D1
EXHIBIT 3.2
                         DENTSPLY International Inc.



                                   BY LAWS



                                       D2
D2



                                BY-LAWS INDEX


ARTICLE I.  STOCKHOLDERS' MEETINGS
        SECTION 1.  Annual Meetings                             1
        SECTION 2.  Special Meetings                            1
        SECTION 3.  Place of Meeting                            1
        SECTION 4.  Notice of Meeting                           1
        SECTION 5.  Fixing of Record Date                       1
        SECTION 6.  Quorum                                      2
        SECTION 7.  Proxies                                     2
        SECTION 8.  Voting of Shares                            2
        SECTION 9.  List of Stockholders                        3
        SECTION 10.  Waiver of Notice by Stockholders           3
        SECTION 11.  Advance Notice of Stockholder-Proposed     3
                   Business at Annual Meetings
        SECTION 12.  Procedure for Nomination of Directors      3

ARTICLE II.  BOARD OF DIRECTORS                                 4
        SECTION 1. General Powers                               4
        SECTION 2.  Number of Directors, Tenure and             4
        Qualifications
        SECTION 3.  Regular Meetings                            5
        SECTION 4.  Special Meetings                            5
        SECTION 5.  Notice                                      5
        SECTION 6.  Quorum                                      6
        SECTION 7.  Manner of Acting                            6
        SECTION 8.  Vacancies                                   6
        SECTION 9.  Compensation                                6
        SECTION 10.  Presumption of Assent                      6
        SECTION 11.  Committees                                 6
        SECTION 12.  Removal of Directors                       7
        SECTION 13.  Informal Action                            7
        SECTION 14.  Conferences                                7


D2




ARTICLE III.  OFFICERS                                          7
        SECTION 1.  Number                                      7
        SECTION 2.  Election and Term of Office                 7
        SECTION 3.  Removal                                     7
        SECTION 4.  Chairman of the Board                       8
        SECTION 5.  Vice Chairman of the Board                  8
        SECTION 6.  Chief Executive Officer                     8
        SECTION 7.  President                                   8
        SECTION 8.  Senior Vice President and Vice              8
        Presidents
        SECTION 9.  Secretary and Assistant Secretaries         8
        SECTION 10.  Treasurer and Assistant Treasurer          9
        SECTION 11.  Salaries                                   9
        SECTION 12.  Representation in Other Companies          9

ARTICLE IV.  CERTIFICATES FOR SHARES AND THEIR TRANSFER         9
        SECTION 1.  Certificates for Shares                     9
        SECTION 2. Transfer of Shares                           9

ARTICLE V.  INDEMNIFICATION OF DIRECTORS, OFFICERS,             10
                         EMPLOYEES AND AGENTS
        SECTION 1.  Indemnification Generally                   10
        SECTION 2.  Indemnification in Actions By or In the     10
                   Right Of the Corporation
        SECTION 3.  Success on the Merits; Indemnification      11
                   Against Expenses
        SECTION 4.  Determination that Indemnification is       11
                   Proper
        SECTION 5.  Insurance; Indemnification Agreements       11
        SECTION 6.  Advancement of Expenses                     11
        SECTION 7.  Rights Not Exclusive                        11
        SECTION 8.  Severability                                12
        SECTION 9.  Modification                                12



D2




                                   BY-LAWS

                                      OF

                         DENTSPLY INTERNATIONAL INC.

                        (Formerly GENDEX Corporation)


                      ARTICLE I. STOCKHOLDERS' MEETINGS

      SECTION  1.  Annual  Meetings.  The  Board of  Directors  shall,  within
seventy-five (75) days following the close of the  corporation's  fiscal year,
establish a date,  time and place for the annual meeting of the  stockholders,
for the purpose of electing  directors and for the  transaction  of such other
business as may properly come before the meeting.

      SECTION 2. Special  Meetings.  Except as  otherwise  required by law and
subject to the rights of the  holders of any class or series of capital  stock
having  a   preference   over  the  common  stock  as  to  dividends  or  upon
liquidation,  special  meetings  of  stockholders  of the  corporation  may be
called only by the Chairman of the Board,  the Chief Executive  Officer or the
President pursuant to a resolution adopted by the Board of Directors.

      SECTION 3. Place of Meeting.  The Board of Directors  may  designate any
place,  either  within  or  without  the  State of  Delaware,  as the place of
meeting for any annual  meeting,  or for any special  meeting called  pursuant
to  Article  I,  Section  2,  above.   A  waiver  of  notice   signed  by  all
stockholders  entitled to vote at a meeting may  designate  any place,  either
within or  without  the State of  Delaware,  as the place for the  holding  of
such meeting.  If no  designation  is made,  or if a special  meeting shall be
otherwise  called,  the place of meeting shall be the principal  office of the
corporation.

      SECTION 4.  Notice of Meeting.  Written  notice  stating the place,  day
and hour of the  meeting  and, in the case of a special  meeting,  the purpose
or  purposes  for which the  meeting is called,  shall be  delivered  not less
than ten (10) nor more than  sixty (60) days  before  the date of the  meeting
either  personally or by mail, by or at the discretion of the Chief  Executive
Officer,  the  President  or the officer or persons  calling the  meeting.  If
mailed,  such notice  shall be deemed to be  delivered  when  deposited in the
United  States  mail,  addressed  to  the  stockholder  at his  address  as it
appears on the stock record  books of the  corporation,  with postage  thereon
prepaid.


D2




      SECTION 5.  Fixing of Record Date.

           (a)  For  the  purpose  of  determining  stockholders  entitled  to
      notice of or to vote at any meeting of  stockholders  or any adjournment
      thereof,  the Board of Directors of the corporation may fix, in advance,
      a date as the record date for any such  determination  of  stockholders,
      such date in any case to be not more than  sixty  (60) nor less than ten
      (10) days prior to the date of any  proposed  meeting  of  stockholders.
      In  no  event  shall  the  stock  transfer  books  be  closed.   When  a
      determination  of  stockholders  entitled  to  vote  at any  meeting  of
      stockholders   has  been  made  as  provided  in  this   Section,   such
      determination shall be applied to any adjournment thereof.

           (b)  For  the  purpose  of  determining  stockholders  entitled  to
      receive  payment of any dividend or other  distribution  or allotment of
      any rights,  or in order to make a determination of stockholders for any
      other lawful purpose,  the Board of Directors of the corporation may fix
      a date as the record date for any such  determination  of  stockholders,
      which  record date shall not precede the date upon which the  resolution
      fixing the record  date is adopted,  and which  record date shall be not
      more than sixty (60) days prior to such  action.  In no event  shall the
      stock transfer books be closed.

      SECTION  6.  Quorum.  A  majority  of  the  outstanding  shares  of  the
corporation  entitled  to vote,  represented  in  person  or by  proxy,  shall
constitute  a quorum at a meeting  of  stockholders.  Provided  that a meeting
has been duly  convened  in  accordance  herewith,  a  majority  of the shares
represented  at the  meeting at the time of  adjournment,  even if such shares
constitute  at such  time  less  than a  majority  of the  outstanding  shares
entitled to vote,  may adjourn the meeting from time to time  without  further
notice.  At any  adjourned  meeting  at which a quorum  shall  be  present  or
represented,  any business may be transacted  which might have been transacted
at the  meeting as  originally  notified.  Any meeting (a) at which all of the
outstanding  shares  are  present  in  person or  represented  by proxy and at
which  none  of such  shares  attend  for the  purpose  of  objecting,  at the
beginning of the meeting,  to the transaction of any business  thereat because
the meeting was not lawfully  called or  convened,  or (b) at which all of the
outstanding  stock has waived notice,  or (c) for which notice shall have been
duly  given as  provided  herein,  shall  be  deemed  a  properly  constituted
meeting of the stockholders.

      SECTION 7.  Proxies.  At all  meetings of  stockholders,  a  stockholder
entitled  to vote may vote by proxy  appointed  in writing by the  stockholder
or by his duly  authorized  attorney  in fact.  Such proxy shall be filed with
the  Secretary of the  corporation  before or at the time of the  meeting.  An
instrument  appointing a proxy shall,  unless the contrary is stated  thereon,
be valid only at the  meeting  for which it has been given or any  adjournment
thereof.


D2




      SECTION 8.  Voting of Shares.  At each  meeting of  stockholders,  every
stockholder  entitled to vote  thereat  shall be entitled to vote in person or
by a duly authorized  proxy,  which proxy may be appointed by an instrument in
writing  executed  by such  stockholder  or his duly  authorized  attorney  or
through  electronic  means,  if applicable,  such as the internet.  Subject to
the   provisions  of  applicable   law  and  the  Company's   Certificate   of
Incorporation,  each holder of common  stock shall be entitled to one (1) vote
for each  share  of  stock  standing  registered  in his name at the  close of
business  on the day fixed by the Board of  Directors  as the record  date for
the  determination of the stockholders  entitled to notice of and vote at such
meeting.  Shares  standing in the name of another  corporation may be voted by
any  officer of such  corporation  or any proxy  appointed  by any  officer of
such  corporation in the absence of express notice of such  corporation  given
in  writing  to the  Secretary  of this  corporation  in  connection  with the
particular meeting, that such officer has no authority to vote such shares.

      SECTION 9. List of  Stockholders.  A complete  list of the  stockholders
entitled to vote at the ensuing  meeting,  arranged in alphabetical  order and
showing the address of each  stockholder  and the number of shares  registered
in the  name of each  stockholder,  shall be  prepared  by the  Secretary,  or
other officer of the  corporation  having  charge of said stock  ledger.  Such
list  shall be open to the  examination  of any  stockholder  during  ordinary
business  hours,  for a period of at least ten (10) days prior to the meeting,
either at a place  within  the city  where the  meeting  is to be held,  which
place  shall  be  specified  in the  notice  of  the  meeting,  or,  if not so
specified,  at the place where said meeting is to be held,  and the list shall
be  produced  and kept at the time and place of the  meeting  during the whole
time thereof,  and shall be subject to the inspection of any  stockholder  who
may be present.

      SECTION  10.  Waiver of  Notice by  Stockholders.  Whenever  any  notice
whatever is required to be given to any stockholder of the  corporation  under
the  provisions  of these By-Laws or under the  provisions of the  Certificate
of Incorporation  or under the provisions of any statute,  a waiver thereof in
writing,  signed at any time, whether before or after the time of meeting,  by
the  stockholder  entitled to such notice,  shall be deemed  equivalent to the
giving of such notice.


D2




      SECTION 11. Advance Notice of  Stockholder-Proposed  Business at Annual
Meetings.  At an annual meeting of  stockholders,  only such business shall be
conducted  as shall  have been  properly  brought  before the  meeting.  To be
properly  brought  before  an annual  meeting,  business  must be  either  (a)
specified  in the notice of meeting (or any  supplement  thereto)  given by or
at the  direction of the Board,  (b)  otherwise  properly  brought  before the
meeting  by or at the  direction  of the  Board,  or  (c)  otherwise  properly
brought  before  the  meeting  by a  stockholder.  In  addition  to any  other
applicable  requirements  for business to be properly brought before an annual
meeting  by a  stockholder,  the  stockholder  must have given  timely  notice
thereof  in writing  to the  Secretary  of the  corporation.  To be timely,  a
stockholder's  notice  must be  delivered  to or mailed  and  received  at the
principal  executive  offices  of the  corporation,  not less than  sixty (60)
days prior to the date that the  materials  regarding  the prior years  annual
meeting  were  mailed  to   stockholders.   A  stockholder's   notice  to  the
Secretary  shall set  forth as to each  matter  the  stockholder  proposes  to
bring  before the  annual  meeting  (i) a brief  description  of the  business
desired  to  be  brought  before  the  annual  meeting  and  the  reasons  for
conducting  such  business  at the  annual  meeting,  (ii) the name and record
address  of the  stockholder  proposing  such  business,  (iii)  the class and
number of  shares  of the  corporation  which  are  beneficially  owned by the
stockholder,  and  (iv)  any  material  interest  of the  stockholder  in such
business.

      Notwithstanding  anything in these By-Laws to the contrary,  no business
shall be  conducted  at the  annual  meeting  except  in  accordance  with the
procedures set forth in this Section 11.

      The  chairman  of  an  annual  meeting  shall,  if  the  facts  warrant,
determine  that  business  was not  properly  brought  before  the  meeting in
accordance  with the  provisions  of this  Section  11,  and if he  should  so
determine,  he shall so  declare  to the  meeting  and any such  business  not
properly brought before the meeting shall not be transacted.


D2




      SECTION  12.  Procedure  for  Nomination  of  Directors.   Only  persons
nominated in accordance  with the following  procedures  shall be eligible for
election as  directors,  except as may  otherwise  be provided by the terms of
the corporation's  Certificate of Incorporation  with respect to the rights of
holders of any class or series of  preferred  stock to elect  directors  under
specified  circumstances.  Nominations  of persons  for  election to the Board
of Directors of the  corporation  may be made at a meeting of  stockholders by
or at the direction of the Board of  Directors,  by any  nominating  committee
or person  appointed by the Board,  or by any  stockholder of the  corporation
entitled to vote for election of  directors  at the meeting who complies  with
the notice  procedures  set forth in this Section 12.  Nominations  other than
those  made  by or  at  the  direction  of  the  Board  of  Directors  or  any
nominating  committee or person  appointed by the Board shall be made pursuant
to  timely   notice  in  proper   written   form  to  the   Secretary  of  the
corporation.  To be timely,  a stockholder's  request to nominate a person for
director,  together  with the  written  consent  of such  person to serve as a
director,  must be received by the Secretary of the  corporation not less than
sixty  (60)  days  prior to the date  fixed for the  meeting.  To be in proper
written form,  such  stockholder's  notice shall set forth in writing:  (a) as
to each person whom the  stockholder  proposes  to  nominate  for  election or
re-election as a director (i) the name,  age,  business  address and residence
address for such person,  (ii) the principal  occupation or employment of such
person,  (iii)  the class  and  number  of shares of stock of the  corporation
which are  beneficially  owned by such person and (iv) such other  information
relating to such person as is required to be  disclosed  in  solicitations  of
proxies for  election of  directors,  or as otherwise  required,  in each case
pursuant to  Regulation  14A under the  Securities  Exchange  Act of 1934,  as
amended;  and (b) as to the  stockholder  giving  the  notice (i) the name and
address,  as they appear on the  corporation's  books, of such stockholder and
(ii) the class and  number  of  shares of stock of the  corporation  which are
beneficially  owned by such  stockholder.  The  corporation  may  require  any
proposed  nominee  to furnish  such other  information  as may  reasonably  be
required by the  corporation  to determine  the  eligibility  of such proposed
nominee  to  serve as a  director  of the  corporation.  No  persons  shall be
eligible for  election as a director of the  corporation  unless  nominated in
accordance  with the  procedures  set forth  herein  and in the  corporation's
Certificate  of  Incorporation.  The  chairman  of any meeting  shall,  if the
facts so  warrant,  determine  that a  nomination  was not made in  accordance
with  the   procedures   prescribed  by  the   corporation's   Certificate  of
Incorporation  and  By-Laws,  and if he  should  so  determine,  he  shall  so
declare to the meeting and the defective nomination(s) shall be disregarded.


                        ARTICLE II. BOARD OF DIRECTORS

      SECTION 1. General  Powers.  The business and affairs of the corporation
shall be  managed  by its  Board of  Directors.  The  Board of  Directors  may
adopt, amend or repeal by-laws adopted by the Board or by the stockholders.


D2




      SECTION 2. Number of Directors,  Tenure and  Qualifications.  The number
of  members  of the Board of  Directors  shall be not less than  three (3) nor
more  than  thirteen  (13),  as  determined  from time to time by the Board of
Directors.  The directors need not be  stockholders  of the  corporation.  The
directors shall be divided into three (3) classes,  designated  Class I, Class
II and Class III.  Each class  shall  consist,  as nearly as may be  possible,
of one-third  (1/3) of the total number of directors  constituting  the entire
Board  of   Directors.   Effective   immediately   upon  the   filing  of  the
Certificate of Incorporation  of the corporation  dated June 11, 1993, Class I
directors shall be elected for a term ending upon the next  succeeding  annual
meeting  of  stockholders,  Class  II  directors  for a term  ending  upon the
second  succeeding  annual meeting of stockholders and Class III directors for
a term ending upon the third  succeeding  annual meeting of  stockholders.  At
each  succeeding  annual  meeting of  stockholders  beginning  with the annual
meeting   immediately   succeeding   the   filing   of  the   Certificate   of
Incorporation,  successors  to the class of  directors  whose term  expires at
such annual  meeting  shall be elected for a  three-year  term.  If the number
of directors is changed,  any increase or decrease shall be apportioned  among
the  classes  so as to  maintain  the  number of  directors  in each  class as
nearly equal as possible,  and any  additional  director of any class  elected
to fill a vacancy  resulting  from an increase in such class shall hold office
for a term that shall coincide with the remaining  term of that class,  but in
no case will a decrease  in the number of  directors  shorten  the term of any
incumbent  director.  A director  shall hold office  until the annual  meeting
for the year in which his or her term  expires and until his or her  successor
shall be  elected  and  shall  qualify,  subject,  however,  to  prior  death,
resignation,  incapacitation  or removal from office,  and except as otherwise
required  by law.  In the  event  such  election  is not  held  at the  annual
meeting  of  stockholders,  it shall be held at any  adjournment  thereof or a
special meeting.

      SECTION  3.  Regular   Meetings.   Regular  meetings  of  the  Board  of
Directors   shall  be  held   without  any  other   notice  than  this  By-Law
immediately   after,  and  at  the  same  place  as,  the  annual  meeting  of
stockholders,  and each  adjourned  session  thereof.  The Board of  Directors
may  designate  the time and  place,  either  within or  without  the State of
Delaware,  for the  holding  of  additional  regular  meetings  without  other
notice than such designation.

      SECTION  4.  Special   Meetings.   Special  meetings  of  the  Board  of
Directors  may be called by or at the  request of the  Chairman  of the Board,
the Chief  Executive  Officer,  the  President  or by  members of the Board of
Directors  constituting no less than  three-fourths  (3/4) of the total number
of  directors  then in  office.  The  person  or  persons  authorized  to call
special  meetings of the Board of Directors  may fix any place  either  within
or  without  the  State of  Delaware,  as the place for  holding  any  special
meeting of the Board of Directors called by them.


D2




      SECTION  5.  Notice.  Notice of any  special  meeting  shall be given at
least five (5) days previously  thereto by written notice  delivered or mailed
to each  director  at his last known  address,  or at least  forty-eight  (48)
hours previously  thereto by personal  delivery or by facsimile to a telephone
number  provided to the  corporation.  If mailed,  such notice shall be deemed
to be delivered  when  deposited in the United States mail so addressed,  with
postage thereon  prepaid.  If notice is given by facsimile,  such notice shall
be deemed to be delivered when  transmitted with receipt  confirmed.  Whenever
any  notice  whatever  is  required  to  be  given  to  any  director  of  the
corporation  under the  provisions of these By-Laws or under the provisions of
the  Certificate of  Incorporation  or under the provisions of any statute,  a
waiver  thereof in writing,  signed at any time,  whether  before or after the
time of meeting,  by the  director  entitled to such  notice,  shall be deemed
equivalent  to the giving of such notice.  The  attendance  of a director at a
meeting  shall  constitute a waiver of notice of such  meeting  except where a
director  attends a meeting  and  objects  thereat to the  transaction  of any
business  because  the meeting is not  lawfully  called or  convened.  Neither
the business to be  transacted  at, nor the purpose of, any regular or special
meeting of the Board of  Directors  need be  specified in the notice or waiver
of notice of such meeting.

      SECTION 6. Quorum.  Two-Thirds  (2/3) of the directors shall  constitute
a quorum  for the  transaction  of  business  at any  meeting  of the Board of
Directors.

      SECTION 7. Manner of Acting.  The act of the  majority of the  directors
then in office shall be the act of the Board of  Directors,  Unless the act of
a greater number is required by these By-laws or by law.

      SECTION  8.  Vacancies.   Except  as  otherwise  required  by  law,  any
vacancy  on the  Board of  Directors  that  results  from an  increase  in the
number  of  directors  shall be  filled  only by a  majority  of the  Board of
Directors  then in office,  provided  that a quorum is present,  and any other
vacancy  occurring on the Board of Directors  shall be filled by a majority of
the  directors  then  in  office,  even if less  than a  quorum,  or by a sole
remaining  director.  Any  director  elected to fill a vacancy  not  resulting
from an  increase  in the number of  directors  shall have the same  remaining
term as that of his or her  predecessor.  The  resignation of a director shall
be effective upon receipt by the  corporation,  unless some subsequent time is
fixed  in the  resignation,  and  then  from  that  time.  Acceptance  of such
resignation by the corporation shall not be required.

      SECTION 9.  Compensation.  The Board of Directors,  by affirmative  vote
of a majority of the directors,  and irrespective of any personal  interest of
any of its members,  may establish  reasonable  compensation  of all directors
for services to the  corporation as directors,  officers or otherwise,  or may
delegate such authority to an appropriate committee.

      SECTION 10.  Presumption of Assent.  A director of the  corporation  who
is present at a meeting of the Board of  Directors  or a committee  thereof at
which  action on any  corporate  matter  is taken  shall be  presumed  to have
assented  to the  action  taken  unless  his  dissent  shall be entered in the
minutes of the  meeting or unless he shall  file his  written  dissent to such
action  with the person  acting as the  secretary  of the  meeting  before the
adjournment  thereof.  Such  right to  dissent  shall not apply to a  director
who voted in favor of such action.


D2




      SECTION  11.  Committees.  The  Board of  Directors  by  resolution  may
designate  one (1) or more  committees,  each  committee to consist of one (1)
or more  directors  elected  by the Board of  Directors,  which to the  extent
provided  in  such  resolution,   as  initially  adopted,  and  as  thereafter
supplemented or amended by further  resolution  adopted by a like vote,  shall
have and may  exercise,  when the Board of  Directors  is not in session,  the
powers  of the  Board of  Directors  in the  management  of the  business  and
affairs of the  Corporation,  except  action with  respect to amendment of the
Certificate of  Incorporation  or By-Laws,  adoption of an agreement of merger
or  consolidation  (other than the adoption of a Certificate  of Ownership and
Merger in accordance  with Section 253 of the General  Corporation  Law of the
State  of   Delaware,   as  such  law  may  be   amended   or   supplemented),
recommendation  to the  stockholders of the sale,  lease or exchange of all or
substantially all of the Corporation's  property or assets,  recommendation to
the  stockholders  of the  dissolution  or the  revocation of a dissolution of
the  Corporation,  election of officers  or the  filling of  vacancies  on the
Board of  Directors  or on  committees  created  pursuant  to this  Section or
declaration  of  dividends.  The Board of Directors  may elect one (1) or more
of its members as  alternate  members of any such  committee  who may take the
place of any absent or  disqualified  member or members at any meeting of such
committee,  upon  request by the  Chairman of the Board,  the Chief  Executive
Officer or the  President  or upon  request by the  chairman of such  meeting.
Each  such  committee  may fix its own  rules  governing  the  conduct  of its
activities  and shall  make such  reports  to the  Board of  Directors  of its
activities as the Board of Directors may request.

      SECTION  12.  Removal of  Directors.  Exclusive  of  directors,  if any,
elected by the  holders  of one (1) or more  classes of  preferred  stock,  no
director of the corporation  may be removed from office,  except for cause and
by the  affirmative  vote of  two-thirds  (2/3) of the  outstanding  shares of
capital  stock  of the  corporation  entitled  to  vote  at a  meeting  of the
stockholders  duly called for such  purpose.  As used in this  Article II, the
meaning  of  "cause"  shall  be  limited  to  malfeasance   arising  from  the
performance  of a  director's  duty which has a materially  adverse  effect on
the business of the corporation.

      SECTION 13.  Informal  Action.  Any action  required or  permitted to be
taken at any meeting of the Board of  Directors or any  committee  thereof may
be taken at any meeting of the Board of  Directors  or any  committee  thereof
if prior to such  action a written  consent  thereto is signed by all  members
of the  Board  or of the  committee,  as the case  may be,  and  such  written
consent  is filed  with the  minutes  of the  proceedings  of the Board or the
committee.

      SECTION  14.  Conferences.  Members  of the  Board of  Directors  or any
committee  designated by the Board may  participate in a meeting of such Board
or  committee  by means of  conference  telephone  or  similar  communications
equipment  by means of which all  persons  participating  in the  meeting  can
hear each other,  and  participation  in a meeting  pursuant to this Section14
shall constitute presence in person at such meeting.



D2




                            ARTICLE III. OFFICERS

      SECTION 1. Number.  The officers of the  corporation  shall consist of a
Chairman  of  the  Board  and  a  Chief  Executive   Officer.   The  Board  of
Directors  may  appoint as officers a Vice  Chairman of the Board,  President,
such number of Senior Vice  Presidents  and Vice  Presidents,  a Secretary,  a
Treasurer,  one (1) or more  Assistant  Treasurers,  one (1) or more Assistant
Secretaries,  and such other  officers  as are  created by the Board from time
to time.  The same person may hold two (2) or more of such offices.

      SECTION 2.  Election  and Term of Office.  The Chairman of the Board and
the Vice  Chairman of the Board shall be elected by the  directors  from among
their own number;  other  officers need not be  directors.  In addition to the
powers  conferred  upon  them  by  these  By-Laws,  all  officers  elected  or
appointed  by the  Board of  Directors  shall  have such  authority  and shall
perform  such  duties as from time to time may be  prescribed  by the Board of
Directors by resolution.

      SECTION 3.  Removal.  Any officer or agent  elected or  appointed by the
Board of Directors may be removed by the Board of  Directors,  whenever in its
judgment the best interests of the  corporation  will be served  thereby,  but
such removal  shall be without  prejudice to the contract  rights,  if any, of
the person so removed.  Election  or  appointment  shall not of itself  create
contract rights.

      SECTION  4.  Chairman  of the Board.  The  Chairman  of the Board  shall
preside  at all  meetings  of the  Board  of  Directors  and  meetings  of the
stockholders.  He shall also  perform  such other  duties as from time to time
may be assigned to him by the Board of Directors.

      SECTION 5. Vice  Chairman of the Board.  In the absence of the  Chairman
of the Board  because  of death or  physical  disability  which  prevents  the
Chairman  of the Board  from  performing  his  duties,  or in the event of his
inability  or refusal to act,  the Vice  Chairman of the Board  shall  perform
the duties of the Chairman of the Board and,  when so acting,  have the powers
of and be subject to all of the restrictions upon the Chairman of the Board.

      SECTION 6. Chief Executive  Officer.  The Chief Executive  Officer shall
be the  principal  executive  officer  of the  corporation  and shall have the
general  charge of and control  over the  business,  affairs and  personnel of
the  corporation,  subject to the  authority  of the Board of  Directors.  The
Chief  Executive   Officer  may,   together  with  the  Secretary,   sign  all
certificates  for shares of the  capital  stock of the  corporation  and shall
perform  such  other  duties  as shall  be  delegated  to him by the  Board of
Directors.  Except as may be  specified by the Board of  Directors,  the Chief
Executive  Officer  shall  have the  power to enter  into  contracts  and make
commitments on behalf of the  corporation  and shall have the right to execute
deeds,  mortgages,  bonds, contracts and other instruments necessary or proper
to be executed in connection with the  corporation's  regular business and may
authorize the President,  and any other officer of the  corporation,  to sign,
execute  and  acknowledge  such  documents  and  instruments  in his place and
stead.


D2




      SECTION  7.  President.  The  President  shall  be the  chief  operating
officer  of  the  corporation,   and  shall  report  to  the  Chief  Executive
Officer.   The  President  may,   together  with  the   Secretary,   sign  all
certificates  for  shares of the  capital  stock of the  corporation  and may,
together  with  the  Secretary,  execute  on  behalf  of the  corporation  any
contract,  except in cases where the signing and  execution  thereof  shall be
expressly  delegated by the Board of Directors or the Chief Executive  Officer
to some  other  officer  or  agent,  and  shall  perform  such  duties  as are
assigned to him by the Board of Directors or the Chief Executive Officer.

      SECTION 8.  Senior  Vice  President  and Vice  Presidents.  Each  Senior
Vice  President  or Vice  President  shall  perform  such duties and have such
authority  as  from  time to  time  may be  assigned  to him by the  Board  of
Directors, the Chief Executive Officer or the President.

      SECTION 9.  Secretary and  Assistant  Secretaries.  The Secretary  shall
have  custody of the seal of the  corporation  and of all books,  records  and
papers  of the  corporation,  except  such as  shall be in the  charge  of the
Treasurer  or  some  other  person  authorized  to  have  custody  and  be  in
possession  thereof by  resolution  of the Board of  Directors.  The Secretary
shall record the  proceedings of the meetings of the  stockholders  and of the
Board of  Directors  in books  kept by him for that  purpose  and may,  at the
direction of the Board of  Directors,  give any notice  required by statute or
by these  By-Laws of all such  meetings.  The Secretary  shall,  together with
the Chief Executive  Officer or the President,  sign  certificates  for shares
of the capital stock of the  corporation.  Any Assistant  Secretaries  elected
by the  Board  of  Directors,  in  order of  their  seniority,  shall,  in the
absence or  disability of the  Secretary,  perform the duties and exercise the
powers  of  the  Secretary  as  aforesaid.  The  Secretary  or  any  Assistant
Secretary may,  together with the Chief  Executive  Officer,  the President or
any  other  authorized  officer,  execute  on behalf  of the  corporation  any
contract  which  has been  approved  by the  Board  of  Directors,  and  shall
perform  such  other  duties as the Board of  Directors,  the Chief  Executive
Officer or the President shall prescribe.

      SECTION 10.  Treasurer and  Assistant  Treasurer.  The  Treasurer  shall
keep accounts of all moneys of the  corporation  received and  disbursed,  and
shall deposit all monies and valuables of the  corporation  in its name and to
its  credit in such banks and  depositories  as the Board of  Directors  shall
designate.  Any Assistant  Treasurers  elected by the Board of  Directors,  in
order  of  their  seniority,  shall,  in  the  absence  or  disability  of the
Treasurer,  perform the duties and exercise the powers of the  Treasurer,  and
shall  perform  such  other  duties  as the  Board  of  Directors,  the  Chief
Executive Officer or the President shall prescribe.

      SECTION  11.  Salaries.  The  salaries  of the  officers  shall be fixed
from  time  to  time  by the  Board  of  Directors  and no  officer  shall  be
prevented  from  receiving such salary by reason of the fact that he is also a
director of the corporation.


D2




      SECTION  12.   Representation  in  Other  Companies.   Unless  otherwise
ordered  by  the  Board  of  Directors,   the  Chief  Executive  Officer,  the
President or a Vice  President  designated  by the  President  shall have full
power and authority on behalf of the  corporation  to attend and to act and to
vote at any  meetings  of  security  holders  of  corporations  in  which  the
corporation  may hold  securities,  and at such meetings shall possess and may
exercise  any and all rights  and powers  incident  to the  ownership  of such
securities,  and  which  as the  owner  thereof  the  corporation  might  have
possessed  and  exercised,  if present.  The Board of Directors by  resolution
from time to time may confer like powers upon any other person or persons.


            ARTICLE IV. CERTIFICATES FOR SHARES AND THEIR TRANSFER

      SECTION 1.  Certificates for Shares.  Certificates  representing  shares
of the  corporation  shall be in such form as shall be determined by the Board
of  Directors.  Such  certificates  shall be  signed  by the  Chief  Executive
Officer or the President and by the  Secretary.  All  certificates  for shares
shall  be  consecutively  numbered  or  otherwise  identified.  The  name  and
address of the  person to whom the  shares  represented  thereby  are  issued,
with the  number of shares  and date of issue,  shall be  entered on the stock
transfer  books  of  the  corporation.  All  certificates  surrendered  to the
corporation  for transfer  shall be canceled and no new  certificate  shall be
issued  until the former  certificate  for a like number of shares  shall have
been  surrendered  and canceled,  except that in case of a lost,  destroyed or
mutilated  certificate  a new one may be issued  therefor  upon such terms and
indemnity to the corporation as the Board of Directors may prescribe.

      SECTION 2.Transfer   of   Shares.   Prior  to  due   presentment   of  a
certificate  for shares for  registration  of  transfer  the  corporation  may
treat the registered owner of such shares as the person  exclusively  entitled
to vote,  to receive  notifications  and  otherwise to exercise all the rights
and powers of an owner.  Where a  certificate  for shares is  presented to the
corporation  with a request to register for transfer,  the  corporation  shall
not be liable to the owner or any other person  suffering  loss as a result of
such  registration  of transfer  if (a) there were on or with the  certificate
the necessary  endorsements,  and (b) the  corporation  had no duty to inquire
into adverse  claims or has  discharged  any such duty.  The  corporation  may
require   reasonable   assurance  that  said   endorsements  are  genuine  and
effective and in compliance  with such other  regulations as may be prescribed
under the authority of the Board of Directors.


              ARTICLE V. INDEMNIFICATION OF DIRECTORS, OFFICERS,
                             EMPLOYEES AND AGENTS


D2




      SECTION 1.  Indemnification  Generally.  The corporation shall indemnify
any  person who was or is a party or is  threatened  to be made a party to any
threatened,  pending or completed action,  suit or proceeding,  whether civil,
criminal,  administrative or investigative  (other than an action by or in the
right of the  corporation),  by  reason of the fact that he or she is or was a
director,  officer,  employee  or  agent  of  the  corporation,  or is or  was
serving at the request of the  corporation  as a director,  officer,  employee
or agent of another corporation,  partnership,  joint venture,  trust or other
enterprise,  or is alleged to have  violated  the Employee  Retirement  Income
Security  Act of 1974,  as amended,  against  expenses  (including  attorneys'
fees), judgments,  fines,  penalties,  and amounts paid in settlement actually
and  reasonably  incurred by him or her in connection  with such action,  suit
or  proceeding  if he or she  acted in good  faith  and in a manner  he or she
reasonably  believed  to be in or not  opposed  to the best  interests  of the
corporation,  and, with respect to any criminal  action or proceeding,  had no
reasonable   cause  to  believe  his  or  her  conduct   was   unlawful.   The
termination   of  any  action,   suit  or  proceeding   by  judgment,   order,
settlement,  conviction,  or upon plea of nolo  contendere  or its  equivalent
shall not,  of  itself,  create a  presumption  that the person did not act in
good faith and in a manner  which he or she  reasonably  believed  to be in or
not opposed to the best  interests of the  corporation,  and,  with respect to
any criminal  action or proceeding,  had reasonable  cause to believe that his
or her conduct was unlawful.

      SECTION  2.  Indemnification  in  Actions  By or In  the  Right  Of the
Corporation.  The  corporation  shall  indemnify  any  person  who was or is a
party  or is  threatened  to be made a party  to any  threatened,  pending  or
completed  action or suit by or in the right of the  corporation  to procure a
judgment  in its  favor  by  reason  of the  fact  that  he or she is or was a
director,  officer,  employee  or  agent  of  the  corporation,  or is or  was
serving at the request of the  corporation  as a director,  officer,  employee
or agent of another corporation,  partnership,  joint venture,  trust or other
enterprise   against  expenses   (including   attorneys'  fees)  actually  and
reasonably  incurred  by him  or  her  in  connection  with  the  defense  and
settlement  of such  action or suit if he or she acted in good  faith and in a
manner  he or she  reasonably  believed  to be in or not  opposed  to the best
interests  of the  corporation  and except  that no  indemnification  shall be
made in respect of any claim,  issue or matter as to which such  person  shall
have been  adjudged  to be liable to the  corporation  unless  and only to the
extent that the  Delaware  Court of Chancery or the court in which such action
or suit was  brought  shall  determine  upon  application  that,  despite  the
adjudication  of liability but in view of all the  circumstances  of the case,
such person is fairly and  reasonably  entitled to indemnity for such expenses
which the Delaware Court of Chancery or such other court shall deem proper.

      SECTION 3.  Success on the  Merits;  Indemnification  Against  Expenses.
To the extent that a director,  officer,  employee or agent of the corporation
has been  successful  on the merits or  otherwise  in  defense of any  action,
suit or  proceeding  referred to in Section 1 or Section 2 of this  Article V,
or in  defense  of any  claim,  issue or  matter  therein,  he or she shall be
indemnified  against  expenses   (including   attorneys'  fees)  actually  and
reasonably incurred by him or her in connection therewith.


D2




      SECTION  4.   Determination   that   Indemnification   is  Proper.   Any
indemnification  under  Section  1 or  Section  2 of this  Article  V,  unless
ordered by a court,  shall be made by the  corporation  only as  authorized in
the specific case upon a determination  that  indemnification of the director,
officer,  employee or agent is proper in the circumstances  under the standard
of  conduct  set forth in such  Section 1 or  Section 2 of this  Article V, as
the case may be.  Such determination shall be made:

           (a) By the  Board  of  Directors  by a  majority  vote of a  quorum
      consisting  of directors  who were not parties to such  action,  suit or
      proceeding;

           (b) If such a quorum  is not  obtainable,  or,  even if  obtainable
      if a quorum of disinterested  directors so directs, by independent legal
      counsel in a written opinion; or

           (c)  By the stockholders.

      SECTION  5.  Insurance;   Indemnification  Agreements.  The  corporation
may, but shall not be required  to,  supplement  the right of  indemnification
under this Article V by any lawful  means,  including,  without  limitation by
reason of  enumeration,  (i) the  purchase  and  maintenance  of  insurance on
behalf  of  any  one  or  more  of  such  indemnities,   whether  or  not  the
corporation  would be obligated to indemnify  such person under this Article V
or otherwise,  and (ii)  individual or group  indemnification  agreements with
any one or more of such indemnities.

      SECTION 6.  Advancement  of  Expenses.  Expenses  (including  attorneys'
fees)   incurred  by  an  indemnitee   in  defending   any  civil,   criminal,
administrative  or investigative  action,  suit or proceeding shall be paid by
the  corporation in advance of the final  disposition of such action;  suit or
proceeding  upon receipt of an  undertaking  by or on behalf of the indemnitee
to repay such amount if it shall  ultimately be  determined  that he or she is
not entitled to be indemnified by the corporation as to such amounts.

      SECTION 7. Rights Not Exclusive.  The  indemnification  provided by this
Article  V shall  be not  deemed  exclusive  of any  other  right  to which an
indemnified   person  may  be  entitled  under  Section  145  of  the  General
Corporation  Law of the State of  Delaware  (or any  successor  provision)  or
otherwise under  applicable law, or under any agreement,  vote of stockholders
or  disinterested  directors  or  otherwise,  both as to  action in his or her
official  capacity  and as to action in another  capacity  while  holding such
office and shall  continue  as to a person  who has  ceased to be a  director,
officer,  employee  or agent  and shall  inure to the  benefit  of the  heirs,
executors and administrators of such a person.

      SECTION  8.  Severability.  To the  extent  that any court of  competent
jurisdiction  shall  determine  that the  indemnification  provided under this
Article  V shall  be  invalid  as  applied  to a  particular  claim,  issue or
matter,   the   provisions   hereof   shall  be   deemed   amended   to  allow
indemnification to the maximum extent permitted by law.


D2




      SECTION  9.  Modification.  This  Article  V  shall  be  deemed  to be a
contract  between  the  corporation  and  each  previous,  current  or  future
director,  officer,  employee  or  agent.  The  provisions  of this  Article V
shall be applicable to all actions,  claims,  suits or proceedings,  commenced
after the adoption  hereof,  whether  arising from any action taken or failure
to act before or after such  adoption.  No amendment,  modification  or repeal
of this Article V shall  diminish the rights  provided  hereby or diminish the
right to  indemnification  with  respect to any claim,  issue or matter in any
then pending or subsequent  proceeding  which is based in any material respect
from  any  alleged  action  or  failure  to  act  prior  to  such   amendment,
modification or repeal.


D2

EXHIBIT 4.2(b)


                FIRST AMENDMENT TO NOTE AGREEMENT

      This First  Amendment,  dated as of  September 1, 2001 (the
or this  "First  Amendment")  to the Note  Agreement  dated as of
March   1,   2001   described    below,   is   between   Dentsply
International Inc., a Delaware  corporation (the "Company"),  and
each of the Purchasers  party to the Note  Agreement  referred to
herein (collectively, the "Noteholders").

                            RECITALS:

A.    The Company  and each of the  Noteholders  have  heretofore
entered into a Note Purchase and Private Shelf  Agreement,  dated
as of March 1,  2001 (as in effect  from time to time,  the "Note
Agreement").  Pursuant  to the Note  Agreement,  the  Company has
heretofore  issued  (i)  its  Series  A  Notes  in the  aggregate
principal  amount of 82,450,000  Swiss Francs and (ii) its Series
B Notes in the aggregate  principal  amount of  84,400,000  Swiss
Francs,   maturing,   in  each  case,  on  March  1,  2007.   The
Noteholders   are  the   holders  of  100%  of  the   outstanding
principal amount of the Series A Notes and the Series B Notes.

B.    The  Company  and  the  Noteholders  now  desire  to  amend
certain  provisions  of the Note  Agreement as of the date hereof
in the  respects,  but  only  in the  respects,  hereinafter  set
forth.

C.    Capitalized  terms used  herein  shall have the  respective
meanings  ascribed  thereto in the Note  Agreement  unless herein
defined or the context shall otherwise require.

D.    All  requirements  of law have been fully complied with and
all  other  acts  and  things   necessary   to  make  this  First
Amendment a valid,  legal and  binding  instrument  according  to
its terms for the  purposes  herein  expressed  have been done or
performed.

      NOW,  THEREFORE,  in  consideration  of good  and  valuable
consideration  the  receipt  and  sufficiency  of which is hereby
acknowledged,  the Company and the  Noteholders  do hereby  agree
as follows:
SECTION 1. Amendments.

Paragraph  5H of the  Note  Agreement  shall  be  and  is  hereby
amended in its entirety to read as follows:

           "5H. Intercreditor  Agreement.  The Company  covenants
      that on or before  September 30, 2001,  the agent under (on
      its own behalf and as agent on behalf of each lender  party
      to)  both  of the  Bank  Agreements  shall  enter  into  an
      intercreditor  agreement with Prudential and each holder of
      Notes which shall be in form and  content  satisfactory  to
      Prudential;   provided  however  that,  in  the  event  the
      Company replaces,  refinances or extends the term of either
      or both Bank  Agreements with a facility or facilities that
      either  (a)  require  guaranties  by  Subsidiaries  of  the
      Company or (b)  provide  that  Subsidiaries  of the Company
      may be borrowers  thereunder,  the Company shall cause each
      lender party to any such facility to  simultaneously  enter
      into   a   replacement    intercreditor    agreement   (the
      "Intercreditor  Agreement") with Prudential and each holder
      of Notes which shall  include  terms no less  favorable  to
      each holder of Notes than those  referenced  on the summary
      of  intercreditor  terms attached  hereto as Exhibit E, and
      shall  in  any  event  be  in  form,   scope  and   content
      satisfactory to Prudential."



D3






Paragraph  6A(3) of the  Note  Agreement  shall be and is  hereby
amended in its entirety to read as follows:

           "6A(3)    Debt  and  Priority  Debt  Limitations.  (i)
      The ratio, expressed as a percentage,  of Consolidated Debt
      to  Consolidated  Capitalization  to exceed  (a) 55% at any
      time during the period  commencing  on the Series A Closing
      Day and  ending on  August  30,  2001,  (b) 65% at any time
      during the period  commencing on August 31, 2001 and ending
      on  December  31,  2002,  (c) 55% at any  time  during  the
      period   commencing  on  January  1,  2003  and  ending  on
      December 31,  2003,  or (d) 50% at any time  thereafter  or
      (ii) the  aggregate  amount of Priority Debt to at any time
      exceed 15% of Consolidated Net Worth."

Paragraph  6B(8) of the  Note  Agreement  shall be and is  hereby
amended in its entirety to read as follows:

"6B(8)     Sale-and-Leasebacks.   Enter  into  any   transaction,
directly or  indirectly,  whereby it shall sell or  transfer  any
property,  if at  the  time  of  such  sale  or  disposition  the
Company or any Subsidiary  intends to lease or otherwise  acquire
the right to use or possess  (except by purchase)  such  property
or like  property for a  substantially  similar  purpose (a "Sale
and Leaseback Transaction") except:

                (i)  any  Sale  and  Leaseback   Transaction   in
           which  the  property  is  sold  by  the  Company  to a
           Subsidiary  or  by a  Subsidiary  to  the  Company  or
           another Subsidiary, or

                (ii) the  Company  or any  Subsidiary  may  enter
           into  any  Sale and  Leaseback  Transaction  if (a) at
           the time thereof and  immediately  after giving effect
           thereto no Default  or Event of  Default  shall  exist
           (including  any  Event  of  Default  under   paragraph
           6A(3)(ii))  and  the  proceeds  from  the  sale of the
           subject  property  shall be equal to not less than 80%
           of its fair  market  value (as  reasonably  determined
           by the Company's Board of Directors); or

                (iii)following   the   acquisition   of   DeGussa
           Dental  Group  by the  Company  or one or  more of its
           Subsidiaries,  any  one or  more  Sale  and  Leaseback
           Transactions,  in an aggregate  equivalent  amount not
           to  exceed   US$100,000,000,   with   respect  to  the
           precious  metals  owned by Degussa  Dental Group prior
           to such  acquisition;  provided that any such Sale and
           Leaseback   Transaction  shall  be  entered  into  and
           effective no later than June 30, 2002; or"

The  following  shall be added as a new  Paragraph 6C of the Note
Agreement:

                "6C. Subsidiary  Accounts/Cash  Management.   The
           Company  will not permit any  Subsidiary  party to the
           Subsidiary  Guaranty  to  establish  or  maintain  any
           deposit,  checking or other account with any financial
           institution  that is a party to  either or both of the
           Bank   Agreements;   provided   however,   that   such
           Subsidiaries   may   continue  to  maintain  any  such
           accounts  that  were  in  existence  on the  Series  A
           Closing  Day in  accordance  with the  Company's  cash
           management   practices  in  effect  on  the  Series  A
           Closing  Day;  provided  further,  however,  that  the
           aggregate daily positive balances  maintained  therein
           on any day shall not exceed US$1,000,000."



D3






The  definition of "Bank  Agreements"  set forth in Paragraph 10B
of the Note  Agreement  is  hereby  amended  in its  entirety  to
read as follows:

           "Bank  Agreements"  shall  mean  (i) the  $250,000,000
      Facility A 364-Day  Competitive  Advance,  Revolving Credit
      and Guaranty  Agreement dated as of May 25, 2001, among the
      Company and the other Persons named as parties thereto,  as
      amended or otherwise  modified from time to time,  (ii) the
      $250,000,000   Five-Year  Competitive  Advance,   Revolving
      Credit  and  Guaranty  Agreement  dated as of May 25,  2001
      among the  Company and the other  Persons  named as parties
      thereto,  as amended  or  otherwise  modified  from time to
      time  and  (iii)  the  Revolving   Credit  Agreement  dated
      September 9, 1994,  among the Company and the other Persons
      named as party thereto,  as amended otherwise modified from
      time to time.
SECTION 2. Supplemental interest payments.

(a)   In  consideration  of the agreement of the  Noteholders  to
consent to amend the Note  Agreement  in the  respects  set forth
in  Section 1  hereof,  the  Company  hereby  agrees  to pay,  in
addition  to the  interest  payable  in  respect  of the Series A
Notes and  Series B Notes  pursuant  to the  respective  terms of
such  Notes  and of the Note  Agreement  as in effect on the date
hereof,  supplemental interest  ("Supplemental  Interest") on the
respective  unpaid  principal  balances of the Series A Notes and
Series B Notes  from and after  the date  hereof,  in  accordance
with this Section 2.



D3






           (b)  The  Supplemental  Interest payable on the Series
A Notes  and  Series B Notes  for any day from and after the date
hereof  shall be and mean  interest  (computed  on the basis of a
360-day  year   consisting  of  twelve  30  day  months)  on  the
respective  US  Dollar  Equivalent  (as  defined  below)  of such
unpaid  principal  balances at the  corresponding  rate per annum
set forth in the table  below,  determined  by  reference  to the
respective  ratings from time to time  assigned to the  Company's
long-term,  senior,  unsecured  debt (which is not  guarantied or
subject  to any other  form of credit  enhancement)  by  Standard
and Poor's  Ratings  Group and Moody's  Investor  Service,  Inc.,
and published by the applicable rating agency:


           -------------------------------------------------

           Applicable Debt Ratings  Supplemental Interest
           -------------------------------------------------
           -------------------------------------------------

              BBB+ or Baa1 (or              0.40%
                  higher)1
           -------------------------------------------------
           -------------------------------------------------

                BBB or Baa21                0.60%
           -------------------------------------------------
           -------------------------------------------------

              BBB- or Baa3 (or              1.00%
                  lower) 1
           -------------------------------------------------


           1    In the  event of a split  rating,  the  higher of
                the two ratings  will  determine  the  applicable
                Supplemental Interest.

           (c)  Supplemental   Interest   shall  be   payable  in
arrears  on each  March 1, June 1,  September  1 and  December  1
subsequent  to the  date  hereof  in US  Dollars  in  immediately
available funds by wire transfer for credit to:

                Prudential      Managed
                Account
                Account             No.
                890-0304-391
                The Bank of New York
                New York, New York
                (ABA No.:  021-000-018)


D3




Each such wire  transfer  shall also  reference  the name of the
Company,  and the following  information for the applicable Note
to which  such  payment  applies  " _____%  Series  __ Notes due
____________,  Security No. !INV ____!, PPN _____",  and the due
date and  application  (Supplemental  Interest)  of the  payment
being made.

           (d)  For   purposes   hereof,   the  term  "US  Dollar
Equivalent"  shall mean the amount  determined by converting  the
aggregate  outstanding  Swiss  Franc  balances  of the  Series  A
Notes  or  the  Series  B  Notes,  as the  case  may  be,  to the
equivalent  in US Dollars  using a rate of exchange of (a) in the
case of the Series A Notes,  1.649 Swiss  Francs/1.000 US Dollars
and  (b)  in  the  case  of  the  Series  B  Notes,  1.688  Swiss
Francs/1.000 US Dollars.

           (e)   Changes in the applicable  Supplemental Interest
rate shall become  effective on the fifth  Business Day following
the  date  Standard  and  Poor's  Ratings  Group  and/or  Moody's
Investor  Service,  Inc.,  as the  case  may  be,  publishes  the
relevant change in its applicable rating.
SECTION 3. REPRESENTATIONS AND WARRANTIES.

      3.1  As of the date this First Amendment  becomes effective
pursuant to the  provisions  of Section  4.1 hereof,  each of the
Company and each  Subsidiary  party to the  Subsidiary  Guaranty,
jointly and severally,  represent and warrant to the  Noteholders
as follows:

           (a)  There   are  no   set-offs,   claims,   defenses,
      counterclaims,  causes  of  action,  or  deductions  of any
      nature  against  any  of the  obligations  under  the  Note
      Agreement  or the  Subsidiary  Guaranty or evidenced by the
      Notes.

           (b)  After  giving  effect  to  the  amendments   made
      herein:  (i) no Event of Default  and, to the  knowledge of
      the Company and the  Subsidiaries  party to the  Subsidiary
      Guaranty,  no Default, has occurred and is continuing,  and
      (ii)  the  representations  and  warranties  set  forth  in
      Paragraph 8 of the Note  Agreement  and  Paragraph 5 of the
      Subsidiary  Guaranty  are true and correct on and as of the
      date this First Amendment  becomes  effective with the same
      force and  effect as though  made on such  date,  except to
      the  extent  that  any  such   representation  or  warranty
      expressly relates solely to a previous date.
SECTION 4. Miscellaneous.

Upon the date  that the  Noteholders  shall  have  received  from
each  of  the   Company  and  the   Subsidiaries   party  to  the
Subsidiary  Guaranty a  counterpart  hereof  signed by such party
or   facsimile   or   other   written   confirmation   (in   form
satisfactory  to the  Noteholders)  that such  party has signed a
counterpart  hereof,  this First Amendment shall become effective
as of the date hereof.

This First  Amendment  shall be construed in connection  with and
as part  of the  Note  Agreement,  and  except  as  modified  and
expressly   amended   by  this   First   Amendment,   all  terms,
conditions  and  covenants  contained in the Note  Agreement  and
the Notes are  hereby  ratified  and shall be and  remain in full
force and effect.

Any  and  all   notices,   requests,   certificates   and   other
instruments  executed  and  delivered  after  the  execution  and
delivery  of  this  First   Amendment   may  refer  to  the  Note
Agreement  without  making  specific   reference  to  this  First
Amendment  but  nevertheless  all such  references  shall include
this First Amendment unless the context otherwise requires.



D3






The  descriptive  headings  of the  various  Sections or parts of
this  First  Amendment  are for  convenience  only and  shall not
affect  the  meaning  or  construction  of any of the  provisions
hereof.

This  First  Amendment  shall be  governed  by and  construed  in
accordance with New York law.

The execution  hereof by you shall  constitute a contract between
us for the uses and  purposes  hereinabove  set  forth,  and this
First  Amendment  may be executed in any number of  counterparts,
each  executed  counterpart  constituting  an  original,  but all
together only one agreement.

Each of the  Subsidiaries  of the Company party to the Subsidiary
Guaranty  hereby  joins in this First  Amendment  to evidence its
consent  hereto,  and each such  Subsidiary of the Company hereby
reaffirms its  obligations  set forth in the Subsidiary  Guaranty
and in each other  document  given by it in  connection  with the
Note Agreement and the Notes.

This  First  Amendment  shall be  governed  by and  construed  in
accordance with New York law.

                               [BORROWER:]

                               DENTSPLY INTERNATIONAL INC., a
                               Delaware corporation


                               By:
                               Name: William R. Jellison
                               Title: Sr. VP and Chief
                               Financial Officer


                               By:
                               Name: William E. Reardon
                               Title: Treasurer


                                [GUARANTORS:]

                               CERAMCO INC., a Delaware
                               corporation


                               By:
                               Name: William E. Reardon
                               Title: Treasurer


                               CERAMCO MANUFACTURING CO., a
                               Delaware corporation


                               By:
                               Name: William E. Reardon
                               Title: Treasurer




D3






                               DENTSPLY INTERNATIONAL
                               PREVENTIVE CARE DIVISION L.P., a
                               Pennsylvania limited partnership


                               By:
                                   Dentsply International Inc.,
                                   a Delaware corporation, its
                                   general partner


                                   By:
                               Name: William E. Reardon
                               Title: Treasurer


                               G.A.C. INTERNATIONAL, INC., a
                               New York corporation


                               By:
                               Name: William E. Reardon
                               Title: Treasurer


                               MIDWEST DENTAL PRODUCTS CORP., a
                               Delaware corporation


                               By:
                               Name: William E. Reardon
                               Title: Treasurer


                               RANSOM & RANDOLPH COMPANY, a
                               Delaware corporation


                               By:
                               Name: William E. Reardon
                               Title: Treasurer


                               TULSA DENTAL PRODUCTS INC., a
                               Delaware corporation


                               By:
                               Name: William E. Reardon
                               Title: Treasurer




D3



                               DENTSPLY FINANCE CO., a Delaware
                               corporation


                               By:
                               Name:
                               Title:


                               DENTSPLY RESEARCH & DEVELOPMENT
                               CORP., a Delaware corporation


                               By:
                               Name:
                               Title:


ACCEPTED AND AGREED TO:

THE PRUDENTIAL INSURANCE
COMPANY OF AMERICA


By:______________________________
     Title:

D3


EXHIBIT 4.3(a)
                                                    FACILITY B
                                                        5-YEAR





                       FACILITY B FIVE-YEAR
               COMPETITIVE ADVANCE, REVOLVING CREDIT
                      AND GUARANTY AGREEMENT


                            dated as of


                           May 25, 2001


                               among


             DENTSPLY INTERNATIONAL INC., as Borrower,


                   THE GUARANTORS NAMED HEREIN,


                      THE BANKS NAMED HEREIN,


          ABN AMRO BANK N.V., as Administrative Agent and
                      Arranger and Bookrunner

                                and

 CREDIT SUISSE FIRST BOSTON and   FIRST UNION NATIONAL BANK and
 BANK OF TOKYO-MITSUBISHI TRUST  HARRIS TRUST AND SAVINGS BANK,
   COMPANY, as Co-Syndication      as Co-Documentation Agents
             Agents








D4



                                iv

                       TABLE OF CONTENTS
                                                                    Page
ARTICLE I      DEFINITIONS                                            1
  SECTION 1.01.                                    Definitions        1
  SECTION 1.02.            Accounting Terms and Determinations       15
  SECTION 1.03.                                 Exchange Rates       16

ARTICLE II     LOANS                                                 16
  SECTION 2.01.                                    Commitments       16
  SECTION 2.02.                                          Loans       16
  SECTION 2.03.                                Use of Proceeds       18
  SECTION 2.04.                      Competitive Bid Procedure       18
  SECTION 2.05.           Revolving Credit Borrowing Procedure       20
  SECTION 2.06.                              Letters of Credit       21
  SECTION 2.07.                                   Refinancings       25
  SECTION 2.08.                                           Fees       25
  SECTION 2.09.                      Notes; Repayment of Loans       26
  SECTION 2.10.                              Interest on Loans       27
  SECTION 2.11.                    Interest on Overdue Amounts       27
  SECTION 2.12.                     Alternate Rate of Interest       28
  SECTION 2.13.Termination, Reduction, Increase and Extension
                of Commitments                                       28
  SECTION 2.14.                            Prepayment of Loans       29
  SECTION 2.15.                       Eurodollar Reserve Costs       30
  SECTION 2.16.  Reserve Requirements; Change in Circumstances       30
  SECTION 2.17.                             Change in Legality       31
  SECTION 2.18.                                      Indemnity       32
  SECTION 2.19.                             Pro Rata Treatment       32
  SECTION 2.20.                                Right of Setoff       33
  SECTION 2.21.                             Sharing of Setoffs       33
  SECTION 2.22.                                       Payments       34
  SECTION 2.23.                      United States Withholding       34
  SECTION 2.24.                    Participations; Assignments       35
  SECTION 2.25.                                          Taxes       39

ARTICLE III    REPRESENTATIONS AND WARRANTIES                        40
  SECTION 3.01.                 Organization; Corporate Powers       40
  SECTION 3.02.                                  Authorization       40
  SECTION 3.03.                                 Enforceability       41
  SECTION 3.04.                         Governmental Approvals       41
  SECTION 3.05.             Financial Statements and Condition       41
  SECTION 3.06.                     No Material Adverse Change       42
  SECTION 3.07.                            Title to Properties       42
  SECTION 3.08.                                     Litigation       42
  SECTION 3.09.                                    Tax Returns       43
  SECTION 3.10.                                     Agreements       43
  SECTION 3.11.                         Employee Benefit Plans       43


D4



  SECTION 3.12.Investment Company Act; Public Utility Holding
                 Company Act; Federal Power Act                      44
  SECTION 3.13.                    Federal Reserve Regulations       44
  SECTION 3.14.                 Defaults; Compliance with Laws       44
  SECTION 3.15.                                Use of Proceeds       44
  SECTION 3.16.                           Affiliated Companies       45
  SECTION 3.17.                      Environmental Liabilities       45
  SECTION 3.18.                                     Disclosure       46
  SECTION 3.19.                                      Insurance       46

ARTICLE IV     CONDITIONS OF LENDING                                 46
  SECTION 4.01.                                 All Borrowings       46
  SECTION 4.02.                                   Closing Date       47

ARTICLE V      AFFIRMATIVE COVENANTS                                 48
  SECTION 5.01.                            Corporate Existence       48
  SECTION 5.02.                        Maintenance of Property       49
  SECTION 5.03.                                      Insurance       49
  SECTION 5.04.                          Obligations and Taxes       49
  SECTION 5.05.            Financial Statements; Reports, etc.       49
  SECTION 5.06.                     Defaults and Other Notices       51
  SECTION 5.07.                                          ERISA       51
  SECTION 5.08.                 Access to Premises and Records       52
  SECTION 5.09.                     Compliance with Laws, etc.       52
  SECTION 5.10.                             Security Interests       52
  SECTION 5.11.                          Subsidiary Guarantors       52
  SECTION 5.12.                             Environmental Laws       53
  SECTION 5.13.                     Existing Credit Agreements       53

ARTICLE VI     NEGATIVE COVENANTS                                    53
  SECTION 6.01.                                          Liens       54
  SECTION 6.02.                                   Indebtedness       55
  SECTION 6.03.Mergers, Consolidations, Sales of Assets
                 and Acquisitions                                    55
  SECTION 6.04.                             Change of Business       56
  SECTION 6.05.                   Transactions with Affiliates       56
  SECTION 6.06.                             Sale and Leaseback       56
  SECTION 6.07.                      Dividends by Subsidiaries       57
  SECTION 6.08.                Amendments to Certain Documents       57
  SECTION 6.09.                 Minimum Consolidated Net Worth       57
  SECTION 6.10.                              Interest Coverage       57
  SECTION 6.11.                                     Debt Ratio       57
  SECTION 6.12.                                    Fiscal Year       58

ARTICLE VII    EVENTS OF DEFAULT                                     58

ARTICLE VIII   GUARANTY                                              61
  SECTION 8.01.                                       Guaranty       61
  SECTION 8.02.                      No Impairment of Guaranty       61
  SECTION 8.03.           Continuation and Reinstatement, etc.       61
  SECTION 8.04.                                  Payment, etc.       61


D4



  SECTION 8.05.                          Benefit to Guarantors       62

ARTICLE IX     ADMINISTRATIVE AGENT                                  63
  SECTION 9.01.            Appointment of Administrative Agent       63
  SECTION 9.02.                                    Exculpation       63
  SECTION 9.03.                      Consultation with Counsel       64
  SECTION 9.04.         The Administrative Agent, Individually       64
  SECTION 9.05.              Reimbursement and Indemnification       64
  SECTION 9.06.                                    Resignation       64

ARTICLE X      MISCELLANEOUS                                         65
  SECTION 10.01.                                       Notices       65
  SECTION 10.02.                        No Waivers; Amendments       65
  SECTION 10.03.Applicable Law; Submission to Jurisdiction;
                  Service of Process; Waiver of Jury Trial           66
  SECTION 10.04.                   Expenses; Documentary Taxes       66
  SECTION 10.05.                                     Indemnity       67
  SECTION 10.06.                        Successors and Assigns
               67
  SECTION 10.07.Survival of Agreements, Representations and
                  Warranties, etc.                                   67
  SECTION 10.08.                                  Severability       67
  SECTION 10.09.               Cover Page and Section Headings       68
  SECTION 10.10.                                  Counterparts       68
  SECTION 10.11.                               Confidentiality       68
  SECTION 10.12.                      Conversion of Currencies       69
  SECTION 10.13.                       European Monetary Union       69



D4





                             EXHIBITS

- ----------------------------------------------------------------------
Exhibit A-1       Form of Competitive Bid Request
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
Exhibit A-2       Form of Notice of Competitive Bid Request
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
Exhibit A-3       Form of Competitive Bid
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
Exhibit A-4       Form of Competitive Bid Accept/Reject Letter
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
Exhibit A-5       Form of Revolving Credit Borrowing Request
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
Exhibit B-1       Form of Competitive Note
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
Exhibit B-2       Form of Revolving Credit Note
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
Exhibit C         Form of Contribution Agreement
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
Exhibit D         Form of Opinion of Brian M. Addison, Esq.
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
Exhibit E         Form of Assignment and Acceptance
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
Exhibit F         Form of Draft Intercreditor Agreement
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
Exhibit G         Form of Joinder and Assumption Agreement
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
Exhibit H         Form of Compliance Certificate
- ----------------------------------------------------------------------


                             SCHEDULES

- ----------------------------------------------------------------------
Schedule 1.01     Guarantors
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
Schedule 2.01     Commitments, Addresses for Notices
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------

- ----------------------------------------------------------------------
- ----------------------------------------------------------------------

- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
Schedule 3.16     Affiliates
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
Schedule 3.17     Environmental Liabilities
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
Schedule 4.02     Consents
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
Schedule 6.01     Liens
- ----------------------------------------------------------------------




D4







      THIS  FACILITY B  FIVE-YEAR  COMPETITIVE  ADVANCE,  REVOLVING
CREDIT AND GUARANTY  AGREEMENT,  dated as of May 25, 2001,  is made
by and among DENTSPLY  INTERNATIONAL  INC., a Delaware  corporation
(the  "Borrower"),  the Guarantors (as  hereinafter  defined),  the
Banks from time to time  party  hereto  (individually  a "Bank" and
collectively  the "Banks"),  ABN AMRO BANK N.V., as  Administrative
Agent for the Banks (the  "Administrative  Agent") and arranger and
bookrunner,   and   CREDIT   SUISSE   FIRST   BOSTON  and  BANK  OF
TOKYO-MITSUBISHI  TRUST  COMPANY,  as  Co-Syndication  Agents  (the
"Co-Syndication  Agents"), and FIRST UNION NATIONAL BANK and HARRIS
TRUST  AND   SAVINGS   BANK,   as   Co-Documentation   Agents  (the
"Co-Documentation Agents").

                      INTRODUCTORY STATEMENT

      All terms not otherwise defined herein are defined in
Article I hereof.

      The Borrower has  requested  that the Banks extend  credit to
the  Borrower  in order to  enable  the  Borrower  to  borrow  on a
standby  revolving  credit  basis a principal  amount not in excess
of  $250,000,000  at any time  outstanding and to obtain Letters of
Credit.

      The  Borrower  has also  requested  that the Banks  provide a
procedure  pursuant to which the  Borrower  may invite the Banks to
bid  on an  uncommitted  basis  on  short-term  borrowings  by  the
Borrower.

      The  proceeds  of all  such  borrowings  and all  Letters  of
Credit are to be used  (a) to  refinance  outstanding  Indebtedness
of the  Borrower,  or to back  existing  letters of credit  issued,
under the Borrower's  Existing Credit  Agreements,  (b) for general
working capital and corporate purposes,  including  acquisitions in
the industry of Borrower or any of its Material  Subsidiaries,  and
(c) to facilitate borrowings by offshore Subsidiaries.

      To provide  assurance  for the repayment of the Loans and all
related   interest,   fees,   charges,   expenses,    reimbursement
obligations  and other amounts  payable with respect  thereto,  the
Guarantors will guaranty the  Obligations  pursuant to Article VIII
hereof.

      Accordingly,  the Borrower, the Guarantors, the Banks and the
Administrative Agent agree as follows:

                       ARTICLE I DEFINITIONS

           SECTION 1.01.  Definitions.  As used in this  Agreement,
the following  words and terms shall have the  respective  meanings
specified below:

           "ABR Borrowing" shall mean a Borrowing  comprised of ABR
Loans.

           "ABR Loan" shall mean any Revolving  Credit Loan bearing
interest at a rate  determined by reference to the  Alternate  Base
Rate in accordance with the provisions of Article II.



D4



           "Administrative  Agent"  shall mean ABN AMRO  Bank N.V.,
in its  capacity  as agent for the Banks  hereunder  and not in its
individual  capacity as a Bank,  or such  successor  Administrative
Agent as may be appointed pursuant to Section 9.06.

           "Affiliate"  shall mean,  with  respect to the person in
question,  (a) any  person  (including  any member of the immediate
family  of  any  such  natural   person)  which   (i) directly   or
indirectly  beneficially  owns or controls 10% or more of the total
voting  power of shares of capital  stock  having the right to vote
for directors  under  ordinary  circumstances  (if such person is a
corporation),  (ii) is  a  general  partner  (if such  person  is a
partnership) or (iii) is otherwise empowered,  by contract,  voting
trust or  otherwise,  to direct  the  business  or  affairs of such
person,  (b) any person controlling,  controlled by or under common
control  with any such  person  (within  the  meaning  of  Rule 405
under the Securities Act of 1933),  and (c) any  director,  general
partner or executive officer of any such person.

           "Agreement"   shall  mean  this   Facility  B  Five-Year
Competitive  Advance,  Revolving  Credit  and  Guaranty  Agreement,
dated as of May 25, 2001,  among  DENTSPLY  International  Inc., as
Borrower,  the Guarantors (as hereinafter defined),  the Banks from
time to time party hereto,  ABN AMRO Bank N.V.,  as  Administrative
Agent and arranger and  bookrunner,  and Credit Suisse First Boston
and  Bank Of  Tokyo-Mitsubishi  Trust  Company,  as  Co-Syndication
Agents,  and  First  Union  National  Bank  and  Harris  Trust  And
Savings  Bank,  as  Co-Documentation  Agents,  as the  same  may be
amended, modified or supplemented from time to time.

           "Alternate  Base  Rate"  shall  mean for any day, a rate
per annum  (rounded  upwards,  if not  already a whole  multiple of
1/16 of 1%, to the next  higher  1/16 of 1%) equal to the  greatest
of  (a) the  Prime  Rate in effect on such day or  (b) the  Federal
Funds  Effective  Rate in effect  for such day plus 1/2 of 1%.  For
purposes  hereof,  the term  "Prime  Rate"  shall mean the rate per
annum  announced  by ABN AMRO  Bank  N.V.  from time to time as its
prime  rate  in  effect  at  its   principal   office  in  Chicago,
Illinois;  each change in the Prime Rate shall be  effective on the
date  such  change  is  announced  as  effective.   "Federal  Funds
Effective   Rate"  shall  mean,  for  any  period,   a  fluctuating
interest  rate per annum  equal for each day during  such period to
the  weighted  average  of the  rates on  overnight  Federal  funds
transactions  with members of the Federal  Reserve System  arranged
by Federal funds brokers,  as published on the succeeding  Business
Day by the Federal  Reserve  Bank of New York,  or, if such rate is
not so published  for any day which is a Business  Day, the average
of the  quotations  for the day of such  transactions  received  by
the  Administrative  Agent  from  three  Federal  funds  brokers of
recognized  standing  selected  by it. Any change in the  Alternate
Base  Rate due to a change  in the  Federal  Funds  Effective  Rate
shall be  effective  on the  effective  date of such  change in the
Federal   Funds   Effective   Rate.   If   for   any   reason   the
Administrative  Agent shall have  determined  (which  determination
shall be  conclusive  absent  manifest  error) that it is unable to
ascertain  the  Federal  Funds   Effective  Rate  for  any  reason,
including the inability or failure of the  Administrative  Agent to
obtain  sufficient  publications  or quotations in accordance  with
the terms hereof,  the Alternate  Base Rate shall be the Prime Rate
until the  circumstances  giving rise to such  inability  no longer
exist.



D4



           "Alternate  Currency" means (i) with respect to any Loan
and Letter of Credit (other than a Subsidiary  Borrowing  Letter of
Credit),   the  euro,   British  Pounds  Sterling,   Swiss  Francs,
Deutsche  Marks and any other  currency  requested  by the Borrower
and   approved   by  each  Bank  that  is  freely   tradeable   and
exchangeable  into  Dollars in the  London  market and for which an
Exchange  Rate can be  determined by reference to the Reuters World
Currency   Page  or  another   publicly   available   service   for
displaying  exchange rates, or (ii) with  respect to any Subsidiary
Borrowing  Letter of Credit,  any currency  other than Dollars that
is freely  tradeable and exchangeable  into Dollars,  and for which
an Exchange  Rate can be  determined,  in each case by Issuing Bank
in its sole judgment.

           "Applicable  Commitment  Percentage" means, with respect
to any Bank,  the percentage of the total  Commitments  represented
by  such  Bank's   Commitment.   If  the   Commitments   have  been
terminated  or  expired,  the  Applicable  Commitment   Percentages
shall be  determined  based upon the  Commitments  most recently in
effect, giving effect to any assignments.

           "Applicable  Percentage"  shall  mean on any date,  with
respect  to  the  Facility  Fee  or the  Usage  Fee  or  the  Loans
comprising any LIBOR Revolving  Credit  Borrowing or the Drawn Cost
pertaining  to the  participation  fee with  respect  to Letters of
Credit,   as  the  case  may  be,  the   corresponding   applicable
percentage  set  forth  in the  table  below  based  upon  the Debt
Rating   of   the   Borrower   (determined   in   accordance   with
Section 2.10(e)):


- -----------------------------------------------------------------
                   Facility                                    Fully
   Debt Rating:    Fee:       LIBOR:                Usage      Drawn
 S&P and Moody's   Applicable Applicable Drawn      Fee         Cost
   Respectively    Percentage Percentage Cost       Applicable  (>50%)
                                        Applicable Percentage
                                        Percentage
- -----------------------------------------------------------------
- -----------------------------------------------------------------
 A or above, or A2    10.0      30.0      40.0     10.0       50.0
     or above
- -----------------------------------------------------------------
- -----------------------------------------------------------------
     A- or A3         10.0      40.0      50.0     12.5       62.5
- -----------------------------------------------------------------
- -----------------------------------------------------------------
   BBB+ or Baa1       12.5      50.0      62.5     12.5       75.0
- -----------------------------------------------------------------
- -----------------------------------------------------------------
    BBB or Baa2       17.5      57.5      75.0     15.0       90.0
- -----------------------------------------------------------------
- -----------------------------------------------------------------
   BBB- or Baa3       30.0      70.0      100.0    25.0      125.0
- -----------------------------------------------------------------
- -----------------------------------------------------------------
    BB+ or Ba1        40.0     110.0      150.0    25.0      175.0
- -----------------------------------------------------------------
  BB or below or      50.0     175.0      225.0    25.0      250.0
unrated, or Ba2 or
 below or unrated
- -----------------------------------------------------------------

For purposes of determining the Applicable Percentage:

      (a)  If a  difference  exists in the Debt  Ratings of Moody's
and  Standard  &  Poor's,  the  higher of such  Debt  Ratings  will
determine the relevant pricing level,

      (b)  Any change in the  Applicable  Percentage  shall  become
effective five (5) Business Days after any public  announcement  of
the change in the Debt Rating.



D4



      "Assignment  and  Acceptance"  shall mean an agreement in the
form of  Exhibit E  hereto  entered into  pursuant to  Section 2.24
executed  by  the   assignor,   assignee   and  other   parties  as
contemplated thereby.

           "Availability   Period"   means  the  period   from  and
including  the  Effective  Date to but excluding the earlier of the
Maturity Date and the date of termination of the Commitments.

           "Bank"   and   "Banks"    shall   mean   the   financial
institutions  listed on  Schedule 2.01  and any  assignee of a Bank
pursuant to Section 2.24(b) or (c).

           "Board"  shall  mean  the  Board  of  Governors  of  the
Federal Reserve System of the United States.

           "Borrowing"  shall  mean a group  of  Loans  of a single
Interest  Rate  Type  made  by  the  Banks  (or in  the  case  of a
Competitive  Borrowing,  by the  Bank or  Banks  whose  Competitive
Bids have  been  accepted  pursuant  to  Section 2.04)  on a single
date and as to which a single Interest Period is in effect.

           "Business  Day"  shall  mean  any  day  not a  Saturday,
Sunday or legal  holiday in the States of  Illinois  or New York or
the  Commonwealth  of  Pennsylvania  on which banks and the Federal
Reserve  Bank of New York are open for  business  in New York City;
provided,  however,  that  when  used  in  connection  with a LIBOR
Loan,  the term  "Business Day" shall also exclude any day on which
banks  are not  open  for  dealings  in  deposits  in the  relevant
currency  in  the  London   interbank   market  and  when  used  in
connection  with  a  LIBOR  Loan  denominated  in  euro,  the  term
"Business  Day"  shall also  exclude  any day which is not a TARGET
Day.

           "Calculation  Date" means the last  Business Day of each
calendar  quarter,  provided  that  during  the  continuance  of an
Event of  Default,  "Calculation  Date"  means  each  Business  Day
during which such Event of Default continues to exist.

           "Capitalized   Lease   Obligations"   shall   mean   any
obligation  of a Person as lessee of any property  (real,  personal
or  mixed),   which,   in  accordance   with   generally   accepted
accounting  principles,  is or should be accounted for as a capital
lease on the balance sheet of such Person.

           "Change  in Law"  means  (a) the  adoption  of any  law,
rule,  or  regulation  after  the date of this  Agreement,  (b) any
change in any law,  rule, or  regulation  or in the  interpretation
or  application  thereof by any  Governmental  Authority  after the
date  if  this  Agreement  or  (c) compliance  by any  Bank  or the
Issuing  Bank (or for purposes of  Section 2.16(b),  by any lending
office  of such  Bank  or by  such  Bank's  or the  Issuing  Bank's
holding  company,   if  any)  with  any  request,   guideline,   or
directive  (whether  or  not  having  the  force  of  law)  of  any
Governmental  Authority  made  or  issued  after  the  date of this
Agreement.

           "Closing   Date"  shall  mean  the  date  of  the  first
Borrowing hereunder.

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



D4



           "Commitment"  shall mean, with respect to each Bank, the
commitment  of such  Bank  hereunder  as  initially  set  forth  on
Schedule 2.01  (and thereafter on  Schedule 2.01 to the most recent
Assignment  and  Acceptance)  as  such  Bank's  Commitment  may  be
permanently  terminated,  reduced,  increased or extended from time
to time  pursuant to  Section 2.13.  Subject to  Section 2.13,  the
Commitments shall  automatically  and permanently  terminate on the
Maturity Date.

           "Competitive  Bid" shall mean an offer by a Bank to make
a Competitive Loan pursuant to Section 2.04.

           "Competitive  Bid  Accept/Reject  Letter"  shall  mean a
notification  made by the Borrower pursuant to  Section 2.04(d)  in
the form of Exhibit A-4.

           "Competitive   Bid   Rate"   shall   mean,   as  to  any
Competitive  Bid  made  by  a  Bank  pursuant  to  Section 2.04(b),
(a) in the case of a LIBOR Loan,  the Margin and (b) in the case of
a Fixed Rate Loan,  the fixed rate of interest  offered by the Bank
making such Competitive Bid.

           "Competitive  Bid  Request"  shall  mean a request  made
pursuant to Section 2.04 in the form of Exhibit A-1.

           "Competitive   Borrowing"   shall   mean   a   borrowing
consisting of a Competitive  Loan or concurrent  Competitive  Loans
from the Bank or Banks whose  Competitive  Bids for such  Borrowing
have been  accepted by the  Borrower  under the  bidding  procedure
described in Section 2.04.

           "Competitive  Loan" shall mean a Loan from a Bank to the
Borrower   pursuant  to  the   bidding   procedure   described   in
Section 2.04.  Each Competitive  Loan shall be a LIBOR  Competitive
Loan or a Fixed Rate Loan.

           "Competitive  Loan Exposure" means,  with respect to any
Bank  at  any  time,   the  aggregate   principal   amount  of  the
outstanding Competitive Loans of such Bank.

           "Competitive  Note" shall mean a promissory  note of the
Borrower  in the form of  Exhibit B-1  executed  and  delivered  as
provided in Section 2.09.

           "Consolidated"  shall mean,  as applied to any financial
or accounting  term, such term  determined on a consolidated  basis
in  accordance  with  generally  accepted   accounting   principles
(except as  otherwise  required  herein) for the  Borrower and each
Subsidiary which is a Consolidated Subsidiary of the Borrower.

           "Consolidated   EBITDA"   shall   mean  for  any  period
"Operating  income"  as set  forth  in the  DENTSPLY  International
Inc.  Consolidated  Statements  of Income,  plus  depreciation  and
amortization  (to the extent  previously  deducted),  determined in
accordance with generally accepted  accounting  principles and in a
manner  consistent  with the accounting  principles used to prepare
the audited DENTSPLY  International  Inc.  Consolidated  Statements
of Income for the year ended  December 31,  2000,  and delivered to
the  Administrative  Agent;  provided that there shall be excluded:
(a) the  income (or loss) from  operations  of any person,  accrued
prior to the date it  becomes a  Subsidiary  or is  merged  into or
consolidated  with the person whose income is being  determined  or
a subsidiary of such person; and



D4



           (b) the  income (or loss) from  operations of any person
(other  than a  Subsidiary)  in which the  person  whose  operating
income is being  determined  or any  subsidiary  of such person has
an  ownership  interest,  except to the extent that any such income
has  actually  been  received  by such  person  in the form of cash
dividends or similar distributions.

           "Consolidated  Interest  Coverage  Ratio" shall mean, in
respect  of any  fiscal  period of the  Borrower,  (a) Consolidated
EBITDA divided by (b) Consolidated Interest Expense.

           "Consolidated  Interest  Expense"  shall  mean,  for any
fiscal  period of the  Borrower,  without  duplication  of  expense
among fiscal  periods  (a) the  aggregate  amount  determined  on a
Consolidated  basis of  (i) all  interest  on  Indebtedness  of the
Borrower  and its  Consolidated  Subsidiaries  accrued  during such
period,   (ii) all   rentals  imputed  as  interest  accrued  under
Capitalized  Lease  Obligations  during  such period by such person
and  (iii) all  amortization  of discount  and expense  relating to
Indebtedness  of the  Borrower  and its  Consolidated  Subsidiaries
which   amortization   was   accounted   for  during  such  period,
(b) adjusted  downward  for  capital  gains and upward for  capital
losses on  maturing  U.S.  Treasury  obligations  and  (c) adjusted
downward  for  interest   income  (to  the  extent  not  previously
excluded),  as  determined in accordance  with  generally  accepted
accounting principles.

           "Consolidated  Net Income" shall mean the net income (or
net loss) of the Borrower  and its  Consolidated  Subsidiaries  for
the  period  in  question  (taken  as a whole),  as  determined  in
accordance   with   generally   accepted   accounting   principles;
provided that there shall be excluded:

           (a) the net income (or net loss) of any person,  accrued
prior to the date it  becomes a  Subsidiary  or is  merged  into or
consolidated  with the person whose net income is being  determined
or a subsidiary of such person; and

           (b) the  net income  (or net loss) of any person  (other
than a  Subsidiary)  in which the person  whose net income is being
determined  or any  subsidiary  of  such  person  has an  ownership
interest,  except to the extent that any such  income has  actually
been  received  by such  person  in the form of cash  dividends  or
similar distributions.

           "Consolidated  Net Worth" shall mean,  as at any date of
determination,  the sum of the capital stock (less treasury  stock)
and  additional  paid-in  capital plus retained  earnings (or minus
accumulated   deficit)  of  the  Borrower   and  its   Consolidated
Subsidiaries on a Consolidated basis.

           "Consolidated  Subsidiary"  means,  in the  case  of the
Borrower at any date,  any  Subsidiary or other entity the accounts
of  which  are  Consolidated  with  those  of the  Borrower  in the
Consolidated financial statements of the Borrower as of such date.

           "Consolidated Total  Capitalization"  shall mean the sum
of  (a) Consolidated  Total Indebtedness and  (b) Consolidated  Net
Worth.

           "Consolidated   Total   Indebtedness"   shall  mean  the
Consolidated  Indebtedness  of the  Borrower  and its  Consolidated
Subsidiaries.

           "Contribution   Agreement"  shall  mean  a  Contribution
Agreement  among the Borrower and the Guarantors  substantially  in
the form of Exhibit C hereto.



D4



           "Credit  Exposure"  means,  in respect of any Bank,  the
sum of such Bank's  Revolving  Credit  Exposure and its Competitive
Loan Exposure.

           "Debt  Rating" shall mean the rating by each of Standard
& Poor's and Moody's of the Borrower's  senior unsecured  long-term
debt  which is not  guarantied  by any  Person  or  subject  to any
other credit enhancement.

           "Debt Ratio" shall mean the ratio of Consolidated  Total
Indebtedness to Consolidated Total Capitalization.

           "Default"  shall  mean an Event of Default or any event,
act or  condition  which  with  notice  or lapse of time,  or both,
would constitute an Event of Default.

           "Des Plaines  Lease" shall mean the Amended and Restated
Sale and Leaseback  Agreement,  dated as of August 1,  1991 between
McDonough   Partners I  as  Buyer  and  Midwest   Dental   Products
Corporation, as Seller.

           "Dollar Equivalent" means

(a)   as to any Loan  denominated in Dollars,  the principal amount
             thereof,

           (b) as  to  any  Loan   denominated   in  an   Alternate
Currency,  the  amount  in  Dollars  which  is  equivalent  to  the
principal amount thereof,  determined by the  Administrative  Agent
pursuant to  Section 1.03(a)  using the Exchange  Rate with respect
to such Alternate Currency at the time in effect,

           (c) as to any Subsidiary  Borrowing  Letter of Credit or
other Letter of Credit  denominated in an Alternate  Currency prior
to  the  time  of  payment   thereunder,   the  amount  in  Dollars
(i) which  is stated  to be paid in  Dollars  under  the  Letter of
Credit,  and  (ii) which is  equivalent to the maximum  amount that
may be paid in an  Alternate  Currency  under the  Letter of Credit
determined  by  the   Administrative   Agent  pursuant  to  Section
1.03(a)  using the  Exchange  Rate with  respect to such  Alternate
Currency at the time in effect, and

           (d) as to any Subsidiary  Borrowing  Letter of Credit or
other  Letter of Credit  denominated  in an  Alternate  Currency at
the  time  of  a  payment   thereunder,   the   amount  in  Dollars
calculated  in accordance  with clause (c) directly  above for that
portion,  if any,  remaining unpaid and available  thereunder plus,
with  respect  to  the  portion  paid  thereunder,  the  amount  in
Dollars  (i) which is actually  paid in Dollars under the Letter of
Credit,  and  (ii) which is equivalent to the amount  actually paid
in an  Alternate  Currency  under the Letter of Credit  computed at
the Issuing  Bank's  then  current  rate of exchange  (based on the
market rates then  prevailing  and available to Issuing  Bank),  as
reasonably   determined  by  Issuing  Bank,  utilized  for  payment
thereunder  to or at the place of payment in the  currency in which
payment  is made  under  the  Letter  of  Credit,  plus any  costs,
premiums,  and  expenses  arising  from  all  currency  conversions
incurred by Issuing Bank in connection therewith.

           "Dollars",  "dollars"  and the symbol "$" shall mean the
lawful currency of the United States of America.

           "Effective  Date"  shall  mean  the  date on  which  the
conditions  to  borrowing  set forth in Sections  4.01 and 4.02 are
first satisfied.



D4



           "Environmental    Laws"   shall   mean   all   statutes,
ordinances,    orders,    rules   and   regulations   relating   to
environmental  matters,  including those relating to fines, orders,
injunctions,   penalties,  damages,  contribution,   cost  recovery
compensation,  losses or  injuries  resulting  from the  release or
threatened  release of Hazardous  Materials and to the  generation,
use, storage,  transportation,  or disposal of Hazardous  Materials
or in  any  manner  applicable  to  the  Borrower  or  any  of  the
Subsidiaries or any of their respective  properties,  including the
Comprehensive Environmental Response,  Compensation,  and Liability
Act   (42 U.S.C. ss. 9601  et   seq.),   the   Hazardous   Material
Transportation  Act  (49 U.S.C. ss. 1801  et  seq.),  the  Resource
Conservation  and  Recovery  Act  (42 U.S.C.ss. 6901 et seq.),  the
Federal Water  Pollution  Control Act  (33 U.S.C.ss. 1251 et seq.),
the  Clean  Air  Act   (42 U.S.C. ss. 7401  et  seq.),   the  Toxic
Substances   Control   Act   (15 U.S.C. ss. 2601  et   seq.),   the
Occupational  Safety and Health Act  (29 U.S.C.ss. 651 et seq.) and
the Emergency  Planning and Community  Right-to-Know Act (42 U.S.C.
ss. 11001  et  seq.),  each  as  amended  or  supplemented,  and  any
analogous  current or future  Federal,  state or local statutes and
regulations promulgated pursuant thereto.

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

           "ERISA   Affiliate"  shall  mean  with  respect  to  the
Borrower,  any  trade or  business  (whether  or not  incorporated)
which is a member  of a group of  which  the  Borrower  is a member
and  which  is  under   common   control   within  the  meaning  of
Section 414 of the Code.

           "ESOP" shall mean the DENTSPLY  Employee Stock Ownership
Plan  effective  as  of   December 1,   1982  and  restated  as  of
January 1, 1991.

           "Event  of  Default"   shall  mean  any  of  the  events
described in clauses (a) through (m) of Article VII.

           "Exchange  Rate" means,  on any day, with respect to any
Alternate  Currency,  the rate at which such Alternate Currency may
be  exchanged   into  Dollars,   as  set  forth  at   approximately
11:00 a.m.,  London  time,  on  such  date  on  the  Reuters  World
Currency  Page for  such  Alternate  Currency.  In the  event  that
such rate does not appear on any Reuters World  Currency  Page, the
Exchange Rate shall be  determined  by reference to the  applicable
Bloomberg  System  page,  or, in the event  that such rate does not
appear on such page,  such other  publicly  available  service  for
displaying   exchange   rates  as  may  be   agreed   upon  by  the
Administrative  Agent and the Borrower,  or, in the absence of such
agreement,  such  Exchange  Rate shall  instead be the spot rate of
exchange  of the  Administrative  Agent  in the  market  where  its
foreign currency  exchange  operations in respect of such Alternate
Currency are then being conducted,  at or about 11:00 a.m.,  London
time,  on such  date  for the  purchase  of  Dollars  for  delivery
two Business  Days later;  provided that if at the time of any such
determination,  for any reason,  no such spot rate is being quoted,
the  Administrative  Agent may use any  reasonable  method it deems
appropriate to determine such rate,  and such  determination  shall
be conclusive absent manifest error.

           "Execution Date" shall mean the date of this Agreement.

           "Existing  Credit  Agreements"  shall mean the  Existing
Revolving  Credit  Agreement,  the Existing Master Letter of Credit
Agreement,   and  the  Existing   Multicurrency   Revolving  Credit
Agreement.



D4



           "Existing Master Letter of Credit  Agreement" shall mean
that Master  Letter of Credit  Agreement,  dated as of February 21,
2001,  between  ABN AMRO Bank N.V.  and  Borrower,  as amended  and
supplemented   by  that   Addendum  to  Master   Letter  of  Credit
Agreement,  dated as of February 23, 2001,  among the same parties,
as amended, modified, and supplemented through the date hereof.

           "Existing   Multicurrency  Revolving  Credit  Agreement"
shall mean the Revolving  Credit  Agreement,  dated as of September
9, 1994,  among  Borrower,  the Guarantors  named therein,  and ABN
AMRO Bank N.V.,  as amended,  modified,  and  supplemented  through
the date hereof.

           "Existing  Revolving  Credit  Agreement"  shall mean the
5-Year   Competitive   Advance,   Revolving   Credit  and  Guaranty
Agreement,  dated as of October 23,  1997,  as  amended,  modified,
and supplemented through the date hereof,  among the Borrower,  the
guarantors  and  banks,  party  thereto,  and The  Chase  Manhattan
Bank,  as Agent,  and ABN AMRO Bank N.V., as  Documentation  Agent,
together with any agreement  between The Chase  Manhattan  Bank, as
a letter of credit  issuing  bank,  that  addresses  any letters of
credit issued thereunder.

           "Facility A    Credit    Agreement"   shall   mean   the
$250,000,000,  Facility A 364-Day  Competitive  Advance,  Revolving
Credit and  Guaranty  Agreement,  dated as of the date hereof among
the  Borrower,  the  guarantors  and the banks party  thereto,  ABN
AMRO  BANK  N.V.,   as   administrative   agent  and  arranger  and
bookrunner,   and   Credit   Suisse   First   Boston  and  Bank  Of
Tokyo-Mitsubishi  Trust  Company,  as  Co-Syndication  Agents,  and
First Union  National  Bank and Harris Trust And Savings  Bank,  as
Co-Documentation  Agents,  as amended,  modified  and  supplemented
from time to time.

           "Facility  Fee" shall have the  meaning  given such term
in Section 2.08 hereof.

           "Fee Letter"  shall mean that letter,  dated as of March
19,  2001,  given by  Administrative  Agent to,  and  executed  by,
Borrower,  as  amended,  modified,  and  supplemented  from time to
time.

           "Financial  Officer" of any person shall mean its Senior
Vice President-Chief Financial Officer, Treasurer or Controller.

           "Fixed Rate Borrowing" shall mean a Borrowing  comprised
of Fixed Rate Loans.

           "Fixed  Rate  Loan"  shall  mean  any  Competitive  Loan
bearing  interest at a fixed  percentage rate per annum  (expressed
in the form of a  decimal  to no more  than  four  decimal  places)
specified by the Bank making such Loan in its Competitive Bid.

           "Fundamental  Documents" shall mean this Agreement,  the
Contribution  Agreement,  the  Competitive  Notes,  the  Letters of
Credit, the Revolving Credit Notes, and the Fee Letter.

           "Governmental  Authority" shall mean any federal, state,
municipal  or other  governmental  department,  commission,  board,
bureau,  agency or  instrumentality,  or any central bank or court,
in each case  whether of the United  States or other  jurisdiction,
or any political subdivision thereof.



D4



           "Guarantors" shall mean all Material  Subsidiaries which
are  incorporated in the United States,  all of which are listed on
Schedule 1.01,  and any other  Subsidiaries  of the Borrower  which
become Guarantors pursuant to Section 5.11.

           "Guaranty",  "Guarantied" or to "Guaranty" as applied to
any obligation  shall mean and include (a) a  guaranty  (other than
by  endorsement  of negotiable  instruments  for  collection in the
ordinary  course  of  business),   directly  or  indirectly,  in  a
manner,  of any part (to the  extent  of such  part) or all of such
obligation  and (b) an  agreement,  direct or indirect,  contingent
or  otherwise,  and whether or not  constituting  a  guaranty,  the
intention  or  practical  effect of which is to assure the  payment
or  performance  (or  payment  of damages  or  compensation  in the
event of  nonperformance)  of any part (to the extent of such part)
or  all  of  such  obligation   whether  by  (i) the   purchase  of
securities or  obligations,  (ii) the  purchase,  sale or lease (as
lessee or lessor) of property  or the  purchase or sale of services
primarily  for the purpose of enabling  the obligor with respect to
such  obligation to make any payment or performance  (or payment of
damages or  compensation in the event of  nonperformance)  of or on
account  of any part or all of such  obligation,  or to assure  the
owner of such  obligation  against  loss,  (iii) the  supplying  of
funds to or in any other  manner  investing  in the  obligor or any
other  person  with  respect to or on  account of such  obligation,
(iv) repayment  of  amounts  drawn by  beneficiaries  of letters of
credit  or   arising   out  of  the  import  of  goods  or  (v) the
indemnifying or holding  harmless,  in any way, of a person against
any  part (to the  extent  of such  part)  or all of such  person's
obligation  under a Guaranty  except for hold  harmless  agreements
with vendors with respect to product  liability  and  warranties to
customers.

           "Hazardous   Materials"   shall   mean   any   hazardous
substances  or wastes as such terms are  defined in any  applicable
Environmental   Law,   including   (a) oil,   petroleum   and   any
by-product   thereof  and  (b) asbestos   and   asbestos-containing
material.

           "Indebtedness"  shall mean,  with  respect to any person
(a) all  obligations  of such  person  for  borrowed  money or with
respect to  bankers'  acceptances,  deposits,  or  advances  of any
kind,  (b) all  obligations  of such  person  evidenced  by  bonds,
debentures,   notes   or   other   similar   instruments,   (c) all
obligations  of  such  person  upon  which  interest   charges  are
customarily  paid,  except for debt  obligations  of any Subsidiary
of  Borrower  located  in  Brazil  which  are  related  to  foreign
accounts  receivable sold to certain banks,  (d) all obligations of
such  person  for  the  deferred  purchase  price  of  property  or
services  (except (i)  accounts  payable to  suppliers  incurred in
the  ordinary   course  of  business  and  paid  within  one  year,
(ii) non-interest-bearing  notes  payable to suppliers  incurred in
the  ordinary  course of  business  and having a maturity  date not
later  than  one  year  after  the date of  issuance  thereof,  and
(iii) payroll  and other accruals arising in the ordinary course of
business),  (e) all  obligations  of such person under  conditional
sale or other  title  retention  agreements  relating  to  property
purchased by such person,  (f) all  Capitalized Lease  Obligations,
including    obligations    arising   from   sale   and   leaseback
transactions   which  are   required   to  be   accounted   for  as
Capitalized  Lease  Obligations,  (g) all  Indebtedness  of  others
which is secured  by (or for which the holder of such  Indebtedness
has an existing right,  contingent or otherwise,  to be secured by)
a Lien on the  property  or assets of the person in  question  (the
amount of such  Indebtedness  taken into  account for the  purposes
of this  clause (g)  not to exceed the book value of such  property
or  assets),   (h) all  Guaranties  of  such  person,  and  (i) all
obligations  of such person in respect of interest rate  protection
agreements,   foreign  currency  exchange   agreements,   or  other
interest, exchange rate, or commodity hedging



D4



transactions  (the  amount of such  Indebtedness  for  purposes  of
this  clause (i) to be the  termination  value of such agreement or
arrangement);  provided,  however,  that  there  shall be  excluded
from this  definition  (x) Indebtedness  between the  Borrower  and
any  domestic  Subsidiary  and  (y) Indebtedness  between  domestic
Subsidiaries;  provided  further,  however,  that any  Indebtedness
owed to a  domestic  Subsidiary  remaining  outstanding  after that
Subsidiary   ceases  to  be  a  Subsidiary  shall  be  included  as
Indebtedness hereunder.

           "Intercreditor  Agreement"  shall mean an  Intercreditor
Agreement,  by and  among  Administrative  Agent on  behalf  of the
Banks and itself, The Prudential  Insurance Company of America,  on
behalf  of  Noteholders  described  therein,   Borrower,   and  the
Guarantors,  as the same may be amended,  modified or  supplemented
from time to time.

           "Interest  Payment Date" shall mean, with respect to any
Loan, the last day of the Interest Period  applicable  thereto and,
in the case of a LIBOR  Loan with an  Interest  Period of more than
three  months'  duration  or a Fixed  Rate  Loan  with an  Interest
Period of more than 90 days'  duration,  each day that  would  have
been an Interest  Payment Date had successive  Interest  Periods of
three months'  duration or 90 days'  duration,  as the case may be,
been  applicable  to such Loan,  and, in addition,  the date of any
continuation  or conversion  of the Interest  Rate Type  applicable
to such Loan with or to a Loan of a different Interest Rate Type.

           "Interest   Period"  shall  mean  (a) as  to  any  LIBOR
Borrowing,  the period  commencing on the date of such Borrowing or
on the  last  day  of the  immediately  preceding  Interest  Period
applicable  to such  Borrowing,  as the case may be,  and ending on
the numerically  corresponding  day (or, if there is no numerically
corresponding  day, on the last day) in the calendar  month that is
1, 2, 3 or 6 months thereafter,  as the Borrower may elect,  (b) as
to any ABR  Borrowing,  the period  commencing  on the date of such
Borrowing  and ending on the  earliest of (i) the  next  succeeding
March 31, June 30,  September 30 or December 31,  (ii) the Maturity
Date and  (iii) the  date such  Borrowing is continued or converted
to a Borrowing  of a  different  Interest  Rate Type in  accordance
with  Section 2.07 or prepaid in accordance with  Section 2.14  and
(c) as to any Fixed Rate  Borrowing,  the period  commencing on the
date of such  Borrowing  and  ending on the date  specified  in the
Competitive  Bids in which the offer to make the Fixed  Rate  Loans
comprising  such  Borrowing  were  extended,  which  shall  not  be
earlier  than  7 days  after  the date of such  Borrowing  or later
than  360  days  after  the  date  of  such  Borrowing;   provided,
however,  that if any Interest Period would end on a day other than
a Business  Day,  such  Interest  Period  shall be  extended to the
next  succeeding  Business  Day unless,  in the case of LIBOR Loans
only,  such next  succeeding  Business  Day would  fall in the next
calendar  month,  in which case such  Interest  Period shall end on
the next  preceding  Business Day.  Interest  shall accrue from and
including  the first  day of an  Interest  Period to but  excluding
the last day of such Interest Period.

           "Interest  Rate Type",  when used in respect of any Loan
or  Borrowing,  shall  refer  to the  Rate by  reference  to  which
interest  on such Loan or on the Loans  comprising  such  Borrowing
is determined.  For purposes  hereof,  "Rate" shall mean LIBOR, the
Alternate Base Rate or the Fixed Rate, as applicable.



D4



           "Issuing   Bank"  means  ABN  AMRO  Bank  N.V.,  in  its
capacity  as the  issuer of Letters  of Credit  hereunder,  and its
successors  in such  capacity as provided  in  Section 2.06(i),  or
The  Chase  Manhattan  Bank,  in  its  capacity  as the  issuer  of
Letters of Credit  hereunder,  and its  successors in such capacity
as provided in  Section 2.06(i),  provided that with respect to any
Letters  of Credit  issued  hereunder  on or after the date  hereof
other than those  Letters of Credit  deemed to be issued  hereunder
pursuant to Section  2.06(a)  hereof,  the Issuing  Bank shall mean
only ABN AMRO Bank N.V.  The Issuing  Bank may, in its  discretion,
arrange  for  one  or  more  Letters  of  Credit  to be  issued  by
Affiliates  of the Issuing  Bank,  in which case the term  "Issuing
Bank" shall include any such  Affiliate  with respect to Letters of
Credit issued by such Affiliate.

           "Law"  shall  mean  any  law  (including   common  law),
constitution,   statute,  treaty,   regulation,   rule,  ordinance,
opinion,  release, ruling, order,  injunction,  writ, decree, bond,
judgment,   authorization   or  approval,   lien  or  award  of  or
settlement agreement with any Governmental Authority.

           "LC  Disbursement"  means a payment  made by the Issuing
Bank pursuant to a Letter of Credit.

           "LC Exposure"  means, at any time, the sum of the Dollar
Equivalent of (a) the  aggregate  undrawn amount of all outstanding
Letters  of Credit at such time plus  (b) the  aggregate  amount of
all LC  Disbursements  that have not yet been  reimbursed  by or on
behalf of the  Borrower  at such time.  The LC Exposure of any Bank
at any time shall be its  Applicable  Commitment  Percentage of the
total LC Exposure at such time.

           "LC Sublimit" means $50,000,000.

           "Letter  of Credit"  means any  letter of credit  issued
pursuant  to  this  Agreement  and  includes  Subsidiary  Borrowing
Letters of Credit.

           "LIBOR" shall mean,  with respect to any LIBOR Borrowing
for any  Interest  Period,  an  interest  rate per  annum  (rounded
upwards,  if  necessary,  to the next  1/16th  of 1%)  equal to the
rate at which  deposits in the  applicable  currency  approximately
equal  in  principal  amount  to  (a) in  the  case of a  Revolving
Credit  Borrowing,  the  Administrative  Agent's  portion  of  such
LIBOR Borrowing and (b) in the case of a Competitive  Borrowing,  a
principal  amount that would have been the  Administrative  Agent's
portion  of  such   Competitive   Borrowing  had  such  Competitive
Borrowing  been a Revolving  Credit  Borrowing,  and for a maturity
comparable  to such  Interest  Period are offered to the  principal
London   office  of  the   Administrative   Agent  in   immediately
available  funds in the London  interbank  market at  approximately
11:00  a.m.,   London  time,   two  Business   Days  prior  to  the
commencement of such Interest Period.

           "LIBOR  Borrowing"  shall mean a Borrowing  comprised of
LIBOR Loans.

           "LIBOR  Competitive  Loan"  shall  mean any  Competitive
Loan bearing  interest at a rate  determined  by reference to LIBOR
in accordance with the provisions of Article II.

           "LIBOR  Loan" shall mean any LIBOR  Competitive  Loan or
LIBOR Revolving Credit Loan.

           "LIBOR  Revolving  Credit Loan" shall mean any Revolving
Credit Loan bearing  interest at a rate  determined by reference to
LIBOR in accordance with the provisions of Article II.



D4



           "Lien"  shall  mean  any  mortgage,   pledge,   security
interest,  encumbrance,  lien  or  charge  of any  kind  whatsoever
(including   any   conditional   sale  or  other  title   retention
agreement,  any  lease in the  nature  thereof,  and the  filing or
agreement  to  give  any  financing  statement  under  the  Uniform
Commercial  Code  of  any  jurisdiction   other  than  a  financing
statement filed or given as a  precautionary  measure in respect of
a  lease  which  is  not  required  to  be   accounted   for  as  a
Capitalized  Lease  Obligation and which does not otherwise  secure
an obligation that constitutes Indebtedness).

           "Loan"  shall  mean a  Competitive  Loan or a  Revolving
Credit Loan,  whether made as a LIBOR Loan,  an ABR Loan or a Fixed
Rate Loan, as permitted hereby.

           "Margin" shall mean, as to any LIBOR  Competitive  Loan,
the margin  (expressed  as a percentage  rate per annum in the form
of a decimal to four decimal  places) to be added to or  subtracted
from LIBOR in order to determine  the interest  rate  applicable to
such Loan,  as  specified in the  Competitive  Bid relating to such
Loan.

           "Material   Subsidiary"   shall   mean  any   Subsidiary
incorporated  or otherwise  organized in the United States  (i) the
consolidated  net income of which for the most  recent  fiscal year
of the Borrower for which audited  financial  statements  have been
delivered  pursuant to  Section 5.05  were greater than or equal to
5% of  Consolidated  Net  Income  for such  fiscal  year,  (ii) the
consolidated  tangible  assets  of  which as of the last day of the
Borrower's  most  recently  ended  fiscal year were greater than or
equal to 5% of the Borrower's  consolidated  tangible  assets as of
such  date or  (iii) the  net  worth of which as of the last day of
the  Borrower's  most  recently  ended fiscal year was greater than
or  equal  to  5% of  Consolidated  Net  Worth  as  of  such  date;
provided  that,  if  at  any  time  the  aggregate  amount  of  the
consolidated   net   income,   consolidated   tangible   assets  or
consolidated  net  worth  of  all   Subsidiaries   incorporated  or
otherwise  organized  in the United  States  that are not  Material
Subsidiaries  exceeds 15% of  consolidated  net income for any such
fiscal year, 15% of the  Borrower's  consolidated  tangible  assets
as of the end of any such  fiscal year or 15% of  Consolidated  Net
Worth for any such  fiscal  year,  the  Borrower  (or, in the event
the   Borrower   has   failed  to  do  so   within  10  days,   the
Administrative  Agent) shall  designate as "Material  Subsidiaries"
Subsidiaries  incorporated  or  otherwise  organized  in the United
States  sufficient to eliminate  such excess,  and such  designated
Subsidiaries  incorporated  in the  United  States  shall  for  all
purposes of this Agreement constitute Material Subsidiaries.

           "Maturity Date" shall mean the fifth  anniversary of the
Execution   Date,   subject  to  any  extension  made  pursuant  to
Section 2.13.

           "Moody's" shall mean Moody's  Investors  Service,  Inc.,
and its successors.

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

           "Multiple  Employer  Plan"  shall  mean a Plan which has
two or more  contributing  sponsors  (including the Borrower or any
ERISA  Affiliate)  at  least  two of  which  are not  under  common
control,  as such a Plan is described in Sections  4063 and 4064 of
ERISA.

           "Notes"  shall  mean  the  Competitive   Notes  and  the
Revolving Credit Notes.



D4



           "Obligations"  shall mean the obligation of the Borrower
to make due and  punctual  payments of principal of and interest on
the Loans,  the Facility Fee and all other monetary  obligations of
the  Borrower  to the  Administrative  Agent or any Bank under this
Agreement, the Notes or the Fundamental Documents.

           "PBGC"   shall  mean  the   Pension   Benefit   Guaranty
Corporation referred to and defined in ERISA.

           "person"  or  "Person"  shall mean any  natural  person,
corporation,  trust,  association,  company,  partnership,  limited
liability  company,  joint venture or government,  or any agency or
political subdivision thereof.

           "Plan"  shall  mean  any  employee  plan   (including  a
Multiple  Employer  Plan  but not a  Multiemployer  Plan)  which is
subject  to the  provisions  of  Title  IV of  ERISA  and  which is
maintained  for  employees of the  Borrower or any ERISA  Affiliate
of the Borrower.

           "Pro Forma  Basis"  shall mean,  in  connection  with an
acquisition or  disposition by or merger  involving the Borrower or
any Subsidiary,  a computation of compliance with the  requirements
of this  Agreement for the  immediately  preceding four full fiscal
quarters or other relevant period  assuming that such  acquisition,
disposition  or  merger  had  occurred  at the  beginning  of  such
period.  Such  computation  shall take into  account  the  relevant
financial  information  with respect to the acquired,  disposed of,
or  merged  entity  for  such  period  and  shall  assume  that any
Indebtedness   incurred  in  connection   with  such   acquisition,
disposition  or merger had been  incurred at the  beginning of such
period;  provided,  however, in order to avoid double-counting,  it
is  acknowledged  that if the  Borrower  or any  Subsidiary  incurs
Indebtedness  in  connection  with such a  transaction  and  repays
Indebtedness  of the acquired,  disposed of or merged  entity,  the
Indebtedness  so repaid  shall not be included as  Indebtedness  of
such entity for such period.

           "Prohibited   Transaction"  shall  mean  any  prohibited
transaction  as  described  in Section  4975 of the Code or section
406  of  ERISA  for  which  neither  an  individual   nor  a  class
exemption has been issued by the U.S. Department of Labor.

           "Proposed   Acquisition"  shall  mean  that  acquisition
reflected  in  the   confidential   projected   income   statement,
statement  of cash  flow,  and  balance  sheet,  dated as of May 9,
2001,  and  entitled,  "Acquisition  Consolidated,"  which has been
made  available  to the Banks and  Administrative  Agent,  provided
that  in  making  the  Proposed   Acquisition,   Borrower  and  its
Subsidiaries  shall not violate  Regulations T, U, or X and, to the
extent  that any credit  provided  hereunder  shall be  utilized to
purchase  or carry  margin  stock  (as such  terms are  defined  in
Regulation  U)  in  connection   with  the  Proposed   Acquisition,
Borrower  shall provide to  Administrative  Agent such forms as are
required  by  Regulation  U and the  value  of such  margin  stock,
together  with all other margin  stock,  held by Borrower (if it is
making the  acquisition)  or of any Subsidiary  which is making the
acquisition  shall not  exceed  25% of the value of the  assets (as
such values are  determined  in  accordance  with  Regulation U) of
the person  making the  acquisition;  and,  for purposes of Section
6.11,  the  Proposed  Acquisition  shall be  deemed to occur on the
date on which an  amount in excess  of  $1,000,000  (or its  Dollar
Equivalent)  is expended or  committed to be expended by any one or
more of Borrower or any of its  Subsidiaries  in  consideration  of
such acquisition.

           "Reduction   Date"  shall  have  the  meaning  given  in
Section 2.13(c) hereof.



D4



           "Register" shall be as defined in Section 2.24(e).

           "Regulation D"  shall mean Regulation D of the Board, as
the same is from time to time in effect,  and all official  rulings
and interpretations thereunder or thereof.

           "Regulation T"  shall mean Regulation T of the Board, as
the same is from time to time in effect,  and all official  rulings
and interpretations thereunder or thereof.

           "Regulation U"  shall mean Regulation U of the Board, as
the same is from time to time in effect,  and all official  rulings
and interpretations thereunder or thereof.

           "Regulation X"  shall mean Regulation X of the Board, as
the same is from time to time in effect,  and all official  rulings
and interpretations thereunder or thereof.

           "Reportable  Event" shall mean any  reportable  event as
defined  in  Section 4043(c)  of  ERISA or the  regulations  issued
thereunder.

           "Required  Banks"  shall mean at any time Banks  holding
(i) greater than 50% of the Commitments and  (ii) greater  than 50%
of the principal  amount of Loans then  outstanding;  provided that
in order to terminate  the  Commitments  or declare the Notes to be
forthwith  due  and  payable   pursuant  to   Article VII   hereof,
"Required  Banks" shall mean Banks holding  greater than 50% of the
aggregate principal amount then outstanding of Credit Exposures.

           "Reset Date" is defined at Section 1.03.

           "Revolving  Credit  Borrowing"  shall  mean a  Borrowing
consisting  of  simultaneous  Revolving  Credit  Loans from each of
the Banks.

           "Revolving  Credit  Borrowing   Request"  shall  mean  a
request made pursuant to Section 2.05 in the form of Exhibit A-5.

           "Revolving  Credit Exposure" means,  with respect to any
Bank  at  any  time,   the  sum  of  (a) the   outstanding   Dollar
Equivalent  principal  amount of such Bank's Revolving Credit Loans
denominated   in  Dollars,   (b) the   Dollar   Equivalent  of  the
outstanding  principal  amount  of  such  Bank's  Revolving  Credit
Loans denominated in Alternate  Currencies,  and (c) such Bank's LC
Exposure at such time.

           "Revolving  Credit Loans" shall mean the revolving loans
made by the Banks to the Borrower  pursuant to  Section 2.05.  Each
Revolving  Credit  Loan shall be a LIBOR  Revolving  Credit Loan or
an ABR Loan.

           "Revolving  Credit Note" shall mean a promissory note of
the Borrower in the form of  Exhibit B-2,  executed  and  delivered
as provided in Section 2.09.

           "Senior   Officer"   shall  mean  the   Chairman,   Vice
Chairman, President and Senior Vice Presidents of the Borrower.

           "Standard & Poor's"  shall mean Standard & Poor's Rating
Services,  a division of The McGraw-Hill  Companies,  Inc., and its
successors.



D4



           "Statutory  Reserves"  shall mean with respect to LIBOR,
a fraction  (expressed  as a decimal) the numerator of which is the
number  one  and  the   denominator  of  which  is  one  minus  the
aggregate  of  the  maximum  reserve  requirements  (including  any
marginal,    special,    emergency   or   supplemental    reserves)
established  by the Board or any other  banking  authority to which
a Bank is  subject  for  Eurocurrency  Liabilities  (as  defined in
Regulation  D).  Such  reserve   percentages  shall  include  those
imposed  under  Regulation D.   LIBOR  Loans  shall  be  deemed  to
constitute  Eurocurrency  Liabilities  and as such  shall be deemed
to be subject to such reserve  requirements  without  benefit of or
credit  for   proration,   exceptions   or  offsets  which  may  be
available  from  time  to  time  to any  Bank  under  Regulation D.
Statutory  Reserves  shall be adjusted  automatically  on and as of
the effective date of any change in any reserve percentage.

           "subsidiary"  shall  mean,  with  respect to any person,
any  corporation,  association  or other  business  entity of which
more  than  50% of the  securities  or  other  ownership  interests
having  ordinary  voting  power  is,  at  the  time  of  which  any
determination  is being made,  owned or  controlled  by such person
or one or more subsidiaries of such person.

           "Subsidiary" shall mean a subsidiary of the Borrower.

           "Subsidiary  Borrowing  Letters  of  Credit"  shall mean
those  Letters  of  Credit  denominated  in an  Alternate  Currency
which are issued for the  account of  Borrower  to  facilitate  the
borrowing  by  Subsidiaries  not  organized  under  the Laws of the
United States or any state thereof.

           "TARGET   Day"   shall   mean  any  day  on  which   the
Trans-European   Automated   Real-time  Gross  Settlement   Express
Transfer  (TARGET)  System (or, if such  clearing  system ceases to
be operative,  such other  clearing  system (if any)  determined by
the  Administrative   Agent  to  be  a  suitable   replacement)  is
operating.

           "Total  Commitment"  shall mean the aggregate  amount of
the Banks' Commitments, as in effect at such time.

           "Withdrawal   Liability"   shall  mean  liability  to  a
Multiemployer   Plan  as  a  result  of  a   complete   or  partial
withdrawal  from  such  Multiemployer   Plan,  as  such  terms  are
defined  in  Part  I of  Subtitle  E  of  Title  IV  of  ERISA,  or
liability  to  a  Multiple   Employer   Plan  pursuant  to  Section
4062(e), 4063, or 4064 of ERISA.

           SECTION 1.02.   Accounting  Terms  and   Determinations.
All  accounting  terms not  specifically  defined  herein  shall be
construed  in  accordance   with  generally   accepted   accounting
principles  and  practices  consistent  in  all  material  respects
(except  for  changes   with  which  the   Borrower's   independent
auditors   concur   and  as  to   which   Borrower   shall   notify
Administrative   Agent  in  writing  prior  to  the   effectiveness
thereof)  with those  applied in the  preparation  of the financial
statements  referred to in  Section 3.05(a)  (and references herein
to generally  accepted  accounting  principles shall mean generally
accepted  accounting  principles  as so applied) and all  financial
data  submitted  pursuant  to this  Agreement  shall be prepared in
accordance   with  such   principles  and   practices,   except  as
otherwise  expressed  herein.  The  definitions  in this  Article I
shall apply  equally to both the  singular  and plural forms of the
terms  defined.  Whenever  the  context  may  require,  any pronoun
shall  include the  corresponding  masculine,  feminine  and neuter
forms.  The words  "include",  "includes"  and  "including" as used
in this  Agreement  and any  Exhibit or  Schedule  hereto  shall be
deemed  in  each  case  to  be  followed  by  the  phrase  "without
limitation."



D4



           SECTION 1.03.   Exchange  Rates.   (a)  Not  later  than
1:00 p.m.,   London   time,   on   each   Calculation   Date,   the
Administrative  Agent shall  (i) determine  the Exchange Rate as of
such Calculation  Date with respect to each Alternate  Currency and
(ii) give  notice  thereof  to the  Banks  and  the  Borrower.  The
Exchange  Rates so determined  shall become  effective on the first
Business Day immediately  following the relevant  Calculation  Date
(a  "Reset   Date"),   shall  remain   effective   until  the  next
succeeding   Reset  Date,  and  shall  for  all  purposes  of  this
Agreement   (other  than   Section 10.12  or  any  other  provision
expressly  requiring  the use of a  current  Exchange  Rate) be the
Exchange Rates employed in converting any amounts  between  Dollars
and Alternate Currencies.

           (b)  Not  later than  5:00 p.m.,  London  time,  on each
Reset Date and each date on which a  Borrowing  or  issuance of any
Letter  of Credit  shall  occur,  the  Administrative  Agent  shall
(i) determine  the Dollar  Equivalent of the LC Exposure and of the
aggregate  principal  amount of the Loans then outstanding that are
denominated  in Alternate  Currencies  (after  giving effect to any
reimbursement  of LC  Disbursements  and  Loans  made or  repaid on
such date) and  (ii) notify  the Borrower of the  aggregate  Credit
Exposures of the Banks.

                         ARTICLE II LOANS

           SECTION  2.01.  Commitments.  (a)  Subject  to the terms
and  conditions  hereof and relying  upon the  representations  and
warranties  herein set forth,  each Bank agrees,  severally and not
jointly,  to  make  Revolving  Credit  Loans  to the  Borrower,  in
Dollars or one or more Alternate  Currencies,  at any time and from
time  to time  during  the  Availability  Period,  in an  aggregate
principal  amount  at  any  time  outstanding  not to  exceed  such
Bank's  Commitment  minus (i) the  amount by which the  Competitive
Loans  outstanding  at such time  shall be deemed to have used such
Commitment  pursuant to  Section 2.19,  and (ii) the amount of such
Bank's  LC  Exposure,  subject,  however,  to the  conditions  that
(a) at no time shall (i) the sum of (A) the  outstanding  aggregate
principal  amount of all  Revolving  Credit  Exposures of all Banks
plus  (B)  the  outstanding   aggregate  principal  amount  of  all
Competitive   Loans  made  by  all  Banks  exceed   (ii) the  Total
Commitment  , (b) at all times  (except as  expressly  contemplated
by the last  sentence  of  Section 2.13(d))  the  Revolving  Credit
Exposure of each Bank shall  equal the  product of (i) such  Bank's
Applicable   Commitment   Percentage   and   (ii) the   outstanding
aggregate Revolving Credit Exposures.

           (b)  Within  the  foregoing  limits,  the  Borrower  may
borrow,  pay or repay  and  reborrow  hereunder,  on and  after the
Effective Date and prior to the Maturity  Date,  upon the terms and
subject to the conditions and limitations set forth herein.

           SECTION  2.02.  Loans.  (a) Each  Revolving  Credit Loan
shall be made as part of a  Borrowing  consisting  of Loans made by
the Banks ratably in accordance with their  Commitments;  provided,
however,  that  the  failure  of any  Bank  to make  any  Revolving
Credit  Loan  shall not in  itself  relieve  any other  Bank of its
obligation to lend hereunder (it being  understood,  however,  that
no Bank shall be  responsible  for the failure of any other Bank to
make  any  Loan  required  to be  made by such  other  Bank).  Each
Competitive  Loan shall be made in Dollars in  accordance  with the
procedures  set  forth  in  Section 2.04.   The  Competitive  Loans
comprising  any  Borrowing  shall be  denominated  in Dollars in an
aggregate  amount  that is at least  $5,000,000  and in an integral
multiple of $1,000,000.  The



D4



Revolving  Credit  Loans  comprising  any  Borrowing  shall be in a
minimum  amount of $5,000,000  (or the Dollar  Equivalent  thereof)
and,  in the case of Loans  denominated  in  Dollars,  an  integral
multiple of $1,000,000,  or an aggregate  principal amount equal to
(or the  Dollar  Equivalent  of which is  equal  to) the  remaining
balance of the  available  Commitments  or the amount  required  to
finance the  reimbursement  of an LC  Disbursement  as contemplated
by Section 2.06(e)).

           (b)  Each   Competitive  Borrowing  shall  be  comprised
entirely of LIBOR  Competitive  Loans or Fixed Rate Loans, and each
Revolving  Credit  Borrowing  shall be comprised  entirely of LIBOR
Revolving   Credit   Loans,   or,  in  the  case  of  a   Borrowing
denominated  in Dollars,  ABR Loans,  as the  Borrower  may request
pursuant to  Section 2.04  or 2.05,  as  applicable.  Each Bank may
at its  option  make any LIBOR  Loan by  causing  any  domestic  or
foreign  branch  or  Affiliate  of such  Bank to  make  such  Loan;
provided  that any  exercise  of such  option  shall not affect the
obligation  of the Borrower to repay such Loan in  accordance  with
the terms of this  Agreement and the  applicable  Note.  Borrowings
of more  than one  Interest  Rate  Type may be  outstanding  at the
same  time;  provided,  however,  that the  Borrower  shall  not be
entitled to request any Borrowing  that,  if made,  would result in
an  aggregate  of more than 15 separate  Revolving  Credit Loans of
any one Bank  being  outstanding  hereunder  at any one  time.  For
purposes of the calculation  required by the immediately  preceding
sentence,  LIBOR Revolving Credit Loans having  different  Interest
Periods,  regardless  of whether  they  commence  on the same date,
shall  be  considered  separate  Loans  and all  Loans  of a single
Interest  Rate Type made on a single  date  shall be  considered  a
single Loan if such Loans have a common Interest Period.

           (c)  Each  Bank shall make each Loan  (other  than Loans
denominated  in  Alternate  Currencies)  to be made by it hereunder
on the  proposed  date  thereof  by wire  transfer  of  immediately
available funds to the Administrative  Agent in Chicago,  Illinois,
not  later  than   12:00 noon,   New York   City   time,   and  the
Administrative  Agent  shall  by  3:00 p.m.,  New York  City  time,
credit the amounts so received  to the general  deposit  account of
the   Borrower  as  directed  in  writing  from  time  to  time  by
Borrower;   (provided   that  ABR  Loans   made  to   finance   the
reimbursement    of   an   LC    Disbursement    as   provided   in
Section 2.06(e)  shall be remitted by the  Administrative  Agent to
the  Issuing  Bank),  or,  if a  Borrowing  shall not occur on such
date because any condition  precedent  herein  specified  shall not
have been met,  return the amounts so  received  to the  respective
Banks as soon as  practicable.  Competitive  Loans shall be made by
the Bank or Banks whose  Competitive  Bids  therefor  are  accepted
pursuant to  Section 2.04  in the amounts so accepted and Revolving
Credit  Loans  shall be made by the  Banks  pro rata in  accordance
with  Section 2.19.  Each Bank shall make each Loan  denominated in
an  Alternate  Currency to be made by it  hereunder on the proposed
date thereof by wire transfer of such  immediately  available funds
as may  then be  customary  for  the  settlement  of  international
transactions in the applicable  Alternate Currency,  by 12:00 noon,
New   York   City   time,   to  an   account   designated   by  the
Administrative  Agent.  The  Administrative  Agent  will  make such
Loans  available to the Borrower by promptly  crediting the amounts
so  received,  in like  funds,  to an  account of the  Borrower  as
specified in the applicable  Revolving Credit Borrowing  Request or
Competitive  Bid  Request.  Unless the  Administrative  Agent shall
have  received  notice  from  a  Bank  prior  to  the  date  of any
Borrowing,  the Administrative  Agent may assume that such Bank has
made such  portion  available  to the  Administrative  Agent on the
date of such Borrowing in accordance  with this  paragraph  (c) and
the  Administrative  Agent may, in reliance  upon such  assumption,
make  available  to the  Borrower  on  such  date  a  corresponding
amount.  If and to the  extent  that such Bank  shall not have made
such portion available to the Administrative Agent,



D4



such  Bank  and  the  Borrower  severally  agree  to  repay  to the
Administrative   Agent  forthwith  on  demand  such   corresponding
amount together with interest  thereon,  for each day from the date
such amount is made  available to the Borrower  until the date such
amount  is repaid to the  Administrative  Agent at (i) in  the case
of the Borrower,  the interest  rate  applicable at the time to the
Loans  comprising  such  Borrowing  and  (ii) in  the  case of such
Bank,  the Federal  Funds  Effective  Rate,  or, in the case of any
amount  denominated  in an Alternate  Currency,  such other rate as
shall be  specified  by the  Administrative  Agent as  representing
its cost of  overnight or  short-term  funds in such  currency.  If
such  Bank   shall   repay  to  the   Administrative   Agent   such
corresponding  amount,  such amount  shall  constitute  such Bank's
Loan as part of such Borrowing for purposes of this Agreement.

           (d)  Notwithstanding   any  other   provision   of  this
Agreement,  the  Borrower  shall not be  entitled  to  request  any
Borrowing if the Interest  Period  requested  with respect  thereto
would end after the Maturity  Date and all  Revolving  Credit Loans
shall be due and payable on the Maturity Date.

           SECTION 2.03.  Use  of  Proceeds.  The  proceeds  of the
Loans shall be used to refinance  outstanding  Indebtedness  of the
Borrower  under the  Existing  Credit  Agreements  and for  general
working capital and corporate purposes,  including  acquisitions in
the  industry  of  Borrower  or any of its  Material  Subsidiaries.
Letters  of  Credit  shall  be  used  for  the  general   corporate
purposes  of  Borrower   or  any  of  its   Material   subsidiaries
(including  covering  existing  letters of credit  issued under the
Borrower's  Existing Credit Agreements) or as Subsidiary  Borrowing
Letters of Credit.

           SECTION  2.04.   Competitive   Bid  Procedure.   (a)  In
order  to  request   Competitive  Bids,  the  Borrower  shall  hand
deliver  or  telecopy  (or  deliver  by  comparable  means)  to the
Administrative  Agent a duly completed  Competitive  Bid Request in
the  form of  Exhibit A-1,  to be  received  by the  Administrative
Agent (i) in the case of a LIBOR Competitive  Borrowing,  not later
than 11:00 a.m.,  New York City time,  four  Business Days before a
proposed  Competitive  Borrowing  and  (ii) in  the case of a Fixed
Rate  Borrowing,  not later  than 11:00  a.m.,  New York City time,
one Business Day before a proposed  Competitive  Borrowing.  No ABR
Loan shall be  requested  in, or made  pursuant  to, a  Competitive
Bid  Request.  A  Competitive  Bid  Request  that does not  conform
substantially  to the format of Exhibit A-1  may be rejected in the
Administrative  Agent's  sole  discretion,  and the  Administrative
Agent  shall  promptly  notify the  Borrower of such  rejection  by
telecopier  or in a comparable  manner.  Such request shall in each
case  refer  to  this   Agreement  and  specify   (i) whether   the
Borrowing  then being  requested  is to be a LIBOR  Borrowing  or a
Fixed  Rate  Borrowing,  (ii) the  date  of such  Borrowing  (which
shall  be a  Business  Day)  and  the  aggregate  principal  amount
thereof,  which  shall be in an  aggregate  amount that is at least
$5,000,000  and,  in  an  integral  multiple  of  $1,000,000,   and
(iii) the  Interest  Period with respect thereto (which may not end
after  the  Maturity  Date).   Promptly  after  its  receipt  of  a
Competitive  Bid Request  that is not  rejected as  aforesaid,  the
Administrative  Agent shall  invite by  telecopier  in the form set
forth in  Exhibit A-2,  or in a  comparable  manner,  the  Banks to
bid,  on  the  terms  and  subject  to  the   conditions   of  this
Agreement,  to make  Competitive  Loans pursuant to the Competitive
Bid Request.



D4



           (b)  Each Bank may, in its sole discretion,  make one or
more Competitive  Bids to the Borrower  responsive to a Competitive
Bid  Request.  Each  Competitive  Bid by a Bank must be received by
the  Administrative  Agent  via  telecopier  (or  in  a  comparable
manner),  in the form of  Exhibit A-3,  (i) in  the case of a LIBOR
Competitive  Borrowing,  not later than 10:30  a.m.,  New York City
time, three Business Days before a proposed  Competitive  Borrowing
and  (ii) in  the case of a Fixed  Rate  Borrowing,  not later than
10:30  a.m.,  New  York  City  time,  on  the  day  of  a  proposed
Competitive  Borrowing.  Multiple  bids  will  be  accepted  by the
Administrative   Agent.   Competitive  Bids  that  do  not  conform
substantially  to the format of Exhibit A-3  may be rejected by the
Administrative   Agent  after   conferring   with,   and  upon  the
instruction of, the Borrower,  and the  Administrative  Agent shall
notify the Bank making  such  nonconforming  bid of such  rejection
as soon as  practicable.  Each  Competitive Bid shall refer to this
Agreement and specify  (i) the  principal  amount (which shall be a
minimum  principal  amount of $5,000,000  and an integral  multiple
of $1,000,000  and which may equal the entire  principal  amount of
the  Competitive  Borrowing  requested  by  the  Borrower)  of  the
Competitive  Loan or Loans  that the Bank is willing to make to the
Borrower,  (ii) the  Competitive  Bid Rate or  Rates  at which  the
Bank is  prepared  to  make  the  Competitive  Loan  or  Loans  and
(iii) the  Interest  Period and the last day  thereof.  If any Bank
shall  elect not to make a  Competitive  Bid,  such  Bank  shall so
notify the  Administrative  Agent via telecopier or in a comparable
manner (i) in the case of LIBOR  Competitive  Loans, not later than
10:30  a.m.,  New York City  time,  three  Business  Days  before a
proposed  Competitive  Borrowing and (ii) in the case of Fixed Rate
Loans,  not later than  10:30 a.m.,  New York City time, on the day
of  a  proposed  Competitive  Borrowing;  provided,  however,  that
failure by any Bank to give such  notice  shall not cause such Bank
to be  obligated  to  make  any  Competitive  Loan  as part of such
Competitive  Borrowing.  A  Competitive  Bid  submitted  by a  Bank
pursuant to this paragraph (b) shall be irrevocable.

           (c)  The  Administrative Agent shall promptly notify the
Borrower  by  telecopier,  or in a  comparable  manner,  of all the
Competitive  Bids made, the  Competitive Bid Rate and the principal
amount of each  Competitive  Loan in respect of which a Competitive
Bid was made and the  identity  of the Bank  that  made  each  bid.
The  Administrative  Agent  shall  send a copy  of all  Competitive
Bids to the Borrower for its records as soon as  practicable  after
completion of the bidding process set forth in this Section 2.04.

           (d)  The   Borrower   may  in  its  sole  and   absolute
discretion,  subject only to the provisions of this  paragraph (d),
accept or reject any Competitive  Bid referred to in  paragraph (b)
above.  The  Borrower  shall  notify  the  Administrative  Agent by
telephone,  confirmed by telecopier,  or in a comparable manner, in
the form of a Competitive Bid  Accept/Reject  Letter in the form of
Exhibit A-4,  whether  and to what  extent it has decided to accept
or  reject  any of or all the  bids  referred  to in  paragraph (b)
above,  (i) in  the  case of a  LIBOR  Competitive  Borrowing,  not
later than 11:30 a.m.,  New York  City time,  three  Business  Days
before a proposed  Competitive  Borrowing and (ii) in the case of a
Fixed Rate  Borrowing,  not later than  11:30  a.m.,  New York City
time,  on the day of a proposed  Competitive  Borrowing;  provided,
however,  that (A) the  failure by the Borrower to give such notice
shall be deemed to be a  rejection  of all the bids  referred to in
paragraph (b)  above,  (B) the Borrower shall not accept a bid made
at a  particular  Competitive  Bid Rate if the Borrower has decided
to  reject  a bid made at a lower  Competitive  Bid  Rate,  (C) the
aggregate  amount of the Competitive  Bids accepted by the Borrower
shall  not   exceed  the   principal   amount   specified   in  the
Competitive Bid Request, (D) if



D4



the  Borrower  shall  accept  a bid or bids  made  at a  particular
Competitive  Bid Rate  but the  amount  of such  bid or bids  shall
cause the total  amount of bids to be accepted  by the  Borrower to
exceed the amount  specified in the Competitive  Bid Request,  then
the  Borrower  shall  accept  a  portion  of such bid or bids in an
amount  equal  to  the  amount  specified  in the  Competitive  Bid
Request less the amount of all other  Competitive  Bids accepted at
lower  Competitive  Bid Rates with respect to such  Competitive Bid
Request  (it  being  understood  that  acceptance,  in the  case of
multiple  bids at such  Competitive  Bid  Rate,  shall  be made pro
rata  in  accordance  with  the  amount  of each  such  bid at such
Competitive  Bid  Rate)  and  (E) except   pursuant  to  clause (D)
above,  no bid shall be  accepted  for a  Competitive  Loan  unless
such  Competitive  Loan is in an aggregate  amount that is at least
$5,000,000  and an  integral  multiple  of  $1,000,000,  provided
further,  however,  that if a Competitive Loan must be in an amount
less  than  $5,000,000  because  of the  provisions  of  clause (D)
above,  such  Competitive  Loan may be in an aggregate  amount that
is at least  $1,000,000 or any integral  multiple  thereof,  and in
calculating  the pro rata  allocation of acceptances of portions of
multiple  bids at a  particular  Competitive  Bid Rate  pursuant to
clause (D)  the amounts  shall be rounded to integral  multiples of
$1,000,000  in a  manner  that  shall be in the  discretion  of the
Borrower.   A  notice  given  by  the  Borrower  pursuant  to  this
paragraph (d) shall be irrevocable.

           (e)  The  Administrative  Agent  shall  promptly  notify
each  bidding Bank whether its  Competitive  Bid has been  accepted
(and if so, in what  amount  and at what  Competitive  Bid Rate) by
telecopy,  or in a comparable  manner,  sent by the  Administrative
Agent,  and each  successful  bidder will  thereupon  become bound,
subject  to the other  applicable  conditions  hereof,  to make the
Competitive Loan in respect of which its bid has been accepted.

           (f)  A  Competitive Bid Request shall not be made within
four Business Days after the date of any previous  Competitive  Bid
Request.

           (g)  If the  Administrative  Agent shall elect to submit
a  Competitive  Bid in its capacity as a Bank, it shall submit such
bid  directly to the  Borrower  one quarter of an hour earlier than
the latest  time at which the other  Banks are  required  to submit
their bids to the  Administrative  Agent pursuant to  paragraph (b)
above.

           (h)  All notices required by this Section 2.04  shall be
given in accordance with Section 10.01.

           (i)  Notwithstanding   any  other   provisions  of  this
Agreement,  the  Borrower  shall not be  entitled  to  request  any
Competitive   Borrowing  if  the  Interest  Period  requested  with
respect  thereto  would  end  after  the  Maturity  Date  and  each
Competitive  Borrowing  shall be due and payable on the last day of
the Interest Period applicable thereto.



D4



           SECTION  2.05.  Revolving  Credit  Borrowing  Procedure.
In  order  to  effect  a   Revolving   Credit   Borrowing   or  the
continuation  or  conversion  of an Interest  Rate Type  applicable
thereto,  the  Borrower  shall hand deliver or telecopy (or deliver
by  comparable  means)  to the  Administrative  Agent  a  Borrowing
notice  in the  form  of  Exhibit A-5  (a) in  the  case of a LIBOR
Revolving  Credit  Borrowing or the  continuation  or conversion of
an  Interest  Rate Type  applicable  thereto,  not later than 12:00
noon,  New York City time,  three  Business  Days before a proposed
Borrowing   or  before  the  last  day  of  the   Interest   Period
applicable to a Revolving  Credit  Borrowing for which the Interest
Rate Type is to be continued or  converted,  and (b) in the case of
an ABR  Borrowing,  not later than 10:00 a.m.,  New York City time,
on the day of a  proposed  Borrowing.  No Fixed  Rate Loan or LIBOR
Competitive   Loan  shall  be  requested  or  made  pursuant  to  a
Revolving   Credit   Borrowing   Request.   Such  notice  shall  be
irrevocable  and  shall  in  each  case  specify   (a) whether  the
Borrowing  then being  requested  is to be, or the  Borrowing  with
respect  to which  the  Interest  Rate Type is being  continued  or
converted  is,  a  LIBOR  Revolving  Credit  Borrowing  or  an  ABR
Borrowing,  (b) whether  such  Borrowing  is to be in Dollars or an
Alternate  Currency  (and  if  in  an  Alternate   Currency,   such
Alternate   Currency),   (c) the  date  of  such  Revolving  Credit
Borrowing  or  continuation   or  conversion   (which  shall  be  a
Business  Day) and the amount  thereof in Dollars  (notwithstanding
that the request may be for a Borrowing in an  Alternate  Currency)
and  (d) if  such  Borrowing  is to  be a  LIBOR  Revolving  Credit
Borrowing  or if the  Borrowing  with respect to which the Interest
Rate  Type  being  continued  or  converted  is a  LIBOR  Revolving
Credit  Borrowing,  the Interest Period with respect thereto (which
may not end after the  Maturity  Date).  If no  election  as to the
Interest  Rate Type of Revolving  Credit  Borrowing is specified in
any such notice,  then the  requested  Revolving  Credit  Borrowing
shall be an ABR  Borrowing.  If no Interest  Period with respect to
any LIBOR  Revolving  Credit  Borrowing  is  specified  in any such
notice,  then the  Borrower  shall be  deemed to have  selected  an
Interest  Period of one month's  duration.  If the  Borrower  shall
not have given notice in accordance  with this  Section 2.05 of its
election  to  continue  or  convert  the  Interest  Rate Type for a
Revolving  Credit  Borrowing  prior  to the  end  of  the  Interest
Period in effect  for such  Borrowing,  then  (a) in  the case of a
Borrowing in Dollars,  the Borrower  shall  (unless such  Borrowing
is repaid  at the end of such  Interest  Period)  be deemed to have
given  notice of an election  to  continue or convert,  as the case
may be, such  Borrowing as an ABR  Borrowing and (b) in the case of
a Borrowing in an Alternate  Currency,  such Borrowing shall be due
and   payable   at  the   end  of   such   Interest   Period.   The
Administrative  Agent  shall  promptly  advise  the  Banks  of  any
notice  given  pursuant  to this  Section 2.05  and of each  Bank's
portion of the requested Borrowing.

           SECTION   2.06.   Letters   of   Credit.   (a)  General.
Subject  to  the  terms  and  conditions  set  forth  herein,   the
Borrower  may  request at any time and from time to time during the
Availability  Period,  subject to Subsection 2.06(c),  the issuance
of  Letters  of  Credit  in a  form  reasonably  acceptable  to the
Administrative  Agent and the Issuing Bank  denominated  in Dollars
or an  Alternate  Currency  for its own account for use by Borrower
or any  Guarantor  or as a Subsidiary  Borrowing  Letter of Credit.
In  the  event  of  any   inconsistency   between   the  terms  and
conditions of this  Agreement  and the terms and  conditions of any
form of letter of credit  application or other agreement  submitted
by the  Borrower  to, or entered  into by the  Borrower  with,  the
Issuing  Bank  relating  to any  Letter  of  Credit,  the terms and
conditions  of  this  Agreement  shall  control.   All  Letters  of
Credit  issued,   and  outstanding  as  of  the  date  hereof,   in
connection  with any of the Existing  Credit  Agreements are hereby
deemed to be  Letters  of Credit  issued  hereunder  by an  Issuing
Bank as of the date hereof.



D4



           (b)  Notice of Issuance, Amendment, Renewal, Extension;
Certain  Conditions.  To  request  the  issuance  of  a  Letter  of
Credit (or the  amendment,  renewal or extension of an  outstanding
Letter of  Credit),  the  Borrower  shall hand  deliver or telecopy
(or  deliver  by  comparable  means)  to the  Issuing  Bank and the
Administrative  Agent  (reasonably in advance of the requested date
of issuance,  amendment,  renewal or extension) a notice requesting
the issuance of a Letter of Credit,  or  identifying  the Letter of
Credit to be  amended,  renewed or  extended,  and  specifying  the
date of issuance,  amendment,  renewal or extension (which shall be
a  Business  Day),  the date on which  such  Letter of Credit is to
expire  (which shall comply with  paragraph (c)  of this  Section),
the amount of such  Letter of Credit,  the name and  address of the
beneficiary   thereof  and  such  other  information  as  shall  be
necessary  to  prepare,  amend,  renew or  extend  such  Letter  of
Credit.  If  requested  by the  Issuing  Bank,  the  Borrower  also
shall submit a letter of credit  application  on the Issuing Bank's
standard  form in  connection  with any  request  for a  Letter  of
Credit.  A Letter of Credit  shall be issued,  amended,  renewed or
extended  only  if  (and  upon  issuance,   amendment,  renewal  or
extension  of each  Letter of Credit the  Borrower  shall be deemed
to  represent  and  warrant  that),  after  giving  effect  to such
issuance,  amendment,  renewal or  extension  (i) the  LC  Exposure
shall not exceed the LC  Sublimit  and in no event shall the Dollar
Equivalent  of  Subsidiary   Borrowing  Letters  of  Credit  exceed
$20,000,000,  and  (ii) the  sum  of  the  total  Revolving  Credit
Exposures  plus  the  aggregate  principal  amount  of  outstanding
Competitive Loans will not exceed the Total Commitment.

           (c)  Expiration   Date.  Each  Letter  of  Credit  shall
expire  at or  prior  to the  close  of  business  at the  place of
presentation  under the  relevant  Letter of Credit on the  earlier
of  (i) the  date one year after the date of the  issuance  of such
Letter of  Credit  (or,  in the case of any  renewal  or  extension
thereof,  one year after such  renewal or  extension)  and (ii) the
date  that  is five  Business  Days  prior  to the  Maturity  Date,
except  that each  Subsidiary  Borrowing  Letter of Credit may have
an expiration  date that extends  beyond such one year period for a
duration that reflects the foreign  Subsidiary  borrowing  which it
facilitates   provided,   however,  that  no  Subsidiary  Borrowing
Letter of Credit  shall  expire  later  than five days prior to the
Maturity Date.[changed to track the Term Sheet]

           (d)  Participations.  By the  issuance  of a  Letter  of
Credit  (or any  amendment  to a Letter  of  Credit  other  than an
amendment  that  extends  the  expiration  date of such  Letter  of
Credit  beyond  the  expiration  date  as  provided  by  Clause (c)
directly  above) and without any further  action on the part of the
Issuing Bank or the Banks,  the Issuing Bank hereby  grants to each
Bank,  and each Bank  hereby  acquires  from the  Issuing  Bank,  a
participation  in such  Letter  of  Credit  equal  to  such  Bank's
Applicable   Commitment   Percentage   of  the   aggregate   amount
available   to  be  drawn   under  such   Letter  of   Credit.   In
consideration  and in  furtherance  of  the  foregoing,  each  Bank
hereby  absolutely  and  unconditionally   agrees  to  pay  to  the
Administrative  Agent,  for the account of the Issuing  Bank,  such
Bank's  Applicable  Commitment  Percentage of the Dollar Equivalent
of the  amount of each LC  Disbursement  made by the  Issuing  Bank
and not  reimbursed  by the Borrower on the date due as provided in
paragraph (e)  of this  Section,  or of any  reimbursement  payment
required to be refunded or  rescinded  to or for the  Borrower  for
any reason.  Each Bank  acknowledges and agrees that its obligation
to acquire  participations  pursuant to this  paragraph  in respect
of Letters of Credit is absolute  and  unconditional  and shall not
be  affected  by  any   circumstance   whatsoever,   including  any
amendment,  renewal  or  extension  of any  Letter of Credit or the
occurrence   and   continuance   of  a  Default  or   reduction  or
termination  of the  Commitments,  and that each such payment shall
be made  without any offset,  abatement,  withholding  or reduction
whatsoever.



D4



           (e)  Reimbursement.  If the Issuing  Bank shall make any
LC  Disbursement  in respect of a Letter of  Credit,  the  Borrower
shall   reimburse   such  LC   Disbursement   by   paying   to  the
Administrative  Agent an amount equal to the Dollar  Equivalent  of
the amount of such LC  Disbursement  not later than 12:00 noon, New
York City time, on the date that such LC  Disbursement  is made, if
the Borrower  shall have  received  notice of such LC  Disbursement
prior to 10:00  a.m.,  New York City  time,  on such  date,  or, if
such  notice has not been  received by the  Borrower  prior to such
time on such date,  then not later than 12:00  noon,  New York City
time,  on (i) the  Business  Day that the  Borrower  receives  such
notice,  if such notice is received  prior to 10:00 a.m.,  New York
City  time,  on the  day  of  receipt,  or  (ii) the  Business  Day
immediately  following  the day that  the  Borrower  receives  such
notice,  if such notice is not  received  prior to such time on the
day of  receipt;  provided  that if the  Dollar  Equivalent  of the
amount of such LC  Disbursement  is not less than  $5,000,000,  the
Borrower  may,  subject to the  conditions  to borrowing  set forth
herein,  request in accordance with  Section 2.03 that such payment
be financed with an ABR  Borrowing in an  equivalent  Dollar amount
and, to the extent so financed,  the Borrower's  obligation to make
such payment  shall be  discharged  and  replaced by the  resulting
ABR  Borrowing.  If the Borrower  fails to make such payment at the
time set forth above,  the  Administrative  Agent shall notify each
Bank of the applicable LC  Disbursement,  the payment then due from
the  Borrower  in  respect  thereof  and  such  Bank's   Applicable
Commitment  Percentage  thereof.   Promptly  following  receipt  of
such notice,  each Bank shall pay to the  Administrative  Agent its
Applicable  Commitment  Percentage of the payment then due from the
Borrower,  in the same  manner as  provided  in  Section 2.02  with
respect to Loans made by such Bank (and  Section 2.02  shall apply,
mutatis  mutandis,  to the payment  obligations of the Banks),  and
the  Administrative  Agent shall  promptly  pay to the Issuing Bank
the amounts so received  by it from the Banks.  Promptly  following
receipt  by the  Administrative  Agent  of  any  payment  from  the
Borrower  pursuant  to this  paragraph,  the  Administrative  Agent
shall  distribute  such  payment  to the  Issuing  Bank or,  to the
extent that Banks have made  payments  pursuant  to this  paragraph
to reimburse the Issuing  Bank,  then to such Banks and the Issuing
Bank as their  interests  may appear.  Any  payment  made by a Bank
pursuant to this  paragraph to  reimburse  the Issuing Bank for any
LC   Disbursement   (other   than  the  funding  of  ABR  Loans  as
contemplated  above)  shall  not  constitute  a Loan and  shall not
relieve  the  Borrower  of its  obligation  to  reimburse  such  LC
Disbursement.

           (f)  Obligations  Absolute.  The  Borrower's  obligation
to  reimburse  LC  Disbursements  as provided in  paragraph (e)  of
this Section  shall be  absolute,  unconditional  and  irrevocable,
and shall be  performed  strictly in  accordance  with the terms of
this  Agreement  under  any and all  circumstances  whatsoever  and
irrespective of (i) any lack of validity or  enforceability  of any
Letter  of  Credit  or this  Agreement,  or any  term or  provision
therein,  (ii) any  draft  or  other  document  presented  under  a
Letter of Credit  proving  to be forged,  fraudulent  or invalid in
any respect or any  statement  therein  being untrue or  inaccurate
in any  respect,  (iii) payment  by the Issuing Bank under a Letter
of Credit  against  presentation  of a draft or other document that
does  not  comply  with the  terms of such  Letter  of  Credit,  or
(iv) any  other event or  circumstance  whatsoever,  whether or not
similar  to  any  of  the  foregoing,   that  might,  but  for  the
provisions  of  this  Section,  constitute  a  legal  or  equitable
discharge   of,  or  provide  a  right  of  setoff   against,   the
Borrower's  obligations   hereunder.   Neither  the  Administrative
Agent,  the Banks nor the Issuing Bank shall have any  liability or
responsibility  by reason of or in connection  with the issuance or
transfer  of any  Letter of Credit or any  payment  or  failure  to
make any payment thereunder



D4



(irrespective  of  any  of  the  circumstances  referred  to in the
preceding sentence),  or any error,  omission,  interruption,  loss
or delay in  transmission  or  delivery  of any  draft,  notice  or
other  communication  under or  relating  to any  Letter  of Credit
(including  any  document  required to make a drawing  thereunder),
any error in  interpretation  of technical terms or any consequence
arising  from  causes  beyond  the  control  of the  Issuing  Bank.
Notwithstanding  the  foregoing,  the  Issuing  Bank  shall  not be
excused  from  liability  to  the  Borrower  to the  extent  of any
direct  damages (as  opposed to  consequential  damages,  claims in
respect of which are hereby  waived by the  Borrower  to the extent
permitted by  applicable  law)  suffered by the  Borrower  that are
caused  by  the  Issuing  Bank's  failure  to  exercise  care  when
determining  whether drafts and other  documents  presented under a
Letter  of  Credit  comply  with the  terms  thereof.  The  parties
hereto  expressly  agree that,  in the absence of gross  negligence
or willful  misconduct  on the part of the Issuing Bank (as finally
determined  by a court  of  competent  jurisdiction),  the  Issuing
Bank  shall  be  deemed  to  have   exercised  care  in  each  such
determination.   In   furtherance  of  the  foregoing  and  without
limiting  the  generality  thereof,  the parties  agree that,  with
respect to  documents  presented  which  appear on their face to be
in  substantial  compliance  with the terms of a Letter of  Credit,
the Issuing  Bank may, in its sole  discretion,  either  accept and
make  payment  upon  such  documents  without   responsibility  for
further  investigation,  regardless of any notice or information to
the  contrary,  or  refuse  to accept  and make  payment  upon such
documents if such documents are not in strict  compliance  with the
terms of such Letter of Credit.

           (g)  Disbursement  Procedures.  The Issuing  Bank shall,
promptly  following  its receipt  thereof,  examine  all  documents
purporting  to  represent  a demand for  payment  under a Letter of
Credit.    The   Issuing   Bank   shall    promptly    notify   the
Administrative  Agent and the Borrower by telephone  (confirmed  by
telecopy  or  comparable  means) of such  demand  for  payment  and
whether the Issuing  Bank has made or will make an LC  Disbursement
thereunder;  provided  that any  failure to give or delay in giving
such notice  shall not relieve the  Borrower of its  obligation  to
reimburse  the Issuing  Bank and the Banks with respect to any such
LC Disbursement.

           (h)  Interim  Interest.  If the Issuing  Bank shall make
any LC  Disbursement,  then,  unless the Borrower  shall  reimburse
such LC  Disbursement  in full on the date such LC  Disbursement is
made, the unpaid amount  thereof shall bear interest,  for each day
from and  including  the date such LC  Disbursement  is made to but
excluding   the  date  that  the   Borrower   reimburses   such  LC
Disbursement,  at the rate per annum then  applicable to ABR Loans;
provided   that,  if  the  Borrower  fails  to  reimburse  such  LC
Disbursement  at the applicable time pursuant to  paragraph (e)  of
this  Section,  then  Section 2.11  shall apply.  Interest  accrued
pursuant  to  this  paragraph  shall  be  for  the  account  of the
Issuing Bank,  except that  interest  accrued on and after the date
of payment by any Bank  pursuant to  paragraph (e)  of this Section
to  reimburse  the  Issuing  Bank shall be for the  account of such
Bank to the extent of such payment.

           (i)  Replacement  of the Issuing Bank.  The Issuing Bank
may  be  replaced  at any  time  by  written  agreement  among  the
Borrower,  the Administrative  Agent, the replaced Issuing Bank and
the  successor  Issuing  Bank.  The   Administrative   Agent  shall
notify the Banks of any such  replacement  of the Issuing  Bank. At
the  time  any  such  replacement  shall  become   effective,   the
Borrower  shall pay all unpaid fees  accrued for the account of the
replaced  Issuing  Bank  pursuant  to  Section 2.08(c).   From  and
after  the  effective  date  of  any  such   replacement,   (i) the
successor  Issuing  Bank shall have all the rights and  obligations
of the Issuing  Bank under this  Agreement  with respect to Letters
of Credit to be issued  thereafter  and  (ii) references  herein to
the  term  "Issuing   Bank"  shall  be  deemed  to  refer  to  such
successor or to any previous Issuing



D4



Bank, or to such successor and all previous  Issuing Banks,  as the
context shall  require.  After the  replacement  of an Issuing Bank
hereunder,  the  replaced  Issuing Bank shall remain a party hereto
and shall  continue  to have all the rights and  obligations  of an
Issuing  Bank  under  this  Agreement  with  respect  to Letters of
Credit  issued  by it prior to such  replacement,  but shall not be
required to issue additional Letters of Credit.

(j)   Cash Collateralization.

           (A)  If any Event of Default  shall have occurred and be
continuing,  on the Business Day that the Borrower  receives notice
from the  Administrative  Agent or the  Required  Banks (or, if the
maturity  of  the  Loans  has  been  accelerated,   Banks  with  LC
Exposures  representing  greater than 50% of the total LC Exposure)
demanding  the  deposit  of  cash   collateral   pursuant  to  this
paragraph,  the  Borrower  shall  deposit in an account  with or at
the  direction  of the  Administrative  Agent,  in the  name of the
Administrative  Agent and for the  benefit of the Banks,  an amount
in cash  equal to the LC  Exposure  as of such  date  (supplemented
from time to time  immediately  upon the occurrence of any currency
fluctuation  that  results  in such  amount on  deposit  being less
than  the  LC  Exposure)  plus  any  accrued  and  unpaid  interest
thereon;   provided  that  the  obligation  to  deposit  such  cash
collateral  shall  become  effective  immediately  and such deposit
shall become  immediately due and payable,  without demand or other
notice of any kind,  upon the  occurrence  of any Event of  Default
with respect to the  Borrower  described  in  clause (g)  or (h) of
Article VII.

           (B)  If, on any Reset  Date,  and  solely as a result of
currency  fluctuations  relating  to one or more  Letters of Credit
denominated in an Alternate  Currency,  the LC Exposure exceeds the
LC Sublimit,  the Borrower  shall  deposit in an account with or at
the  direction  of the  Administrative  Agent,  in the  name of the
Administrative  Agent and for the  benefit of the Banks,  an amount
in cash such that the LC  Exposure  minus the  amount so  deposited
does not exceed the LC Sublimit.

           (C)  If, on any Reset  Date,  and  solely as a result of
currency  fluctuations  relating  to one or more  Letters of Credit
denominated  in  an  Alternate   Currency,   the  LC  Exposure  for
Subsidiary  Borrowing  Letters of Credit exceeds  $20,000,000,  the
Borrower  shall  deposit in an account with or at the  direction of
the Administrative  Agent, in the name of the Administrative  Agent
and for the  benefit of the Banks,  an amount in cash such that the
LC Exposure for  Subsidiary  Borrowing  Letters of Credit minus the
amount so deposited does not exceed $20,000,000.

           (D)  Each   such   deposit   shall   be   held   by  the
Administrative   Agent  as  collateral  for,  and  Borrower  hereby
grants to Agent for the  benefit  of the Banks and Agent a security
interest in and Lien upon such  deposit to secure,  the payment and
performance  of the  Obligations.  The  Administrative  Agent shall
have  exclusive  dominion  and  control,  including  the  exclusive
right of  withdrawal,  over such account.  Such deposits  shall not
bear interest  other than any interest  earned on the investment of
such deposits,  which  investments  shall be made at the option and
sole discretion of the  Administrative  Agent and at the Borrower's
risk and expense and if any  investments  of such deposit  shall be
made,  Borrower hereby grants a security  interest to Agent for the
benefit of the Banks and Agent in all such  investment  property to
secure  the  payment  and   performance  of  the   Obligations  and
Borrower   shall  do  such  other  things  as  may  be   reasonably
necessary  to provide  Agent for the benefit of the Banks and Agent
with a first



D4



perfected  security  interest  in  such  investment  property  (and
Borrower  hereby  authorizes  Agent to file for the  benefit of the
Banks  and  Agent,  with or  without  the  signature  of  Borrower,
Uniform  Commercial Code financing  statements with respect to such
investment  property or deposit);  provided  that such deposits may
be invested only in  United States  Treasury  obligations  having a
maturity  of less  than or equal  to one  year or other  comparable
money-market  instruments.  Interest  or  profits,  if any, on such
investments  shall  accumulate  in  such  account.  Moneys  in such
account shall be applied by the  Administrative  Agent to reimburse
the  Issuing  Bank for LC  Disbursements  for which it has not been
reimbursed  and,  to the extent not so  applied,  shall be held for
the satisfaction of the  reimbursement  obligations of the Borrower
for the LC Exposure  at such time or, if the  maturity of the Loans
has been  accelerated  (but subject to the consent of Banks with LC
Exposure   representing   greater   than  50.1%  of  the  total  LC
Exposure),  be  applied  to  satisfy  other  Obligations.   If  the
Borrower  is  required  to  provide  an amount  of cash  collateral
hereunder  as a result of the  occurrence  of an Event of  Default,
such  amount  (to the extent not  applied  as  aforesaid)  shall be
returned  to the  Borrower  within  three  Business  Days after all
Events of  Default  have been cured or waived  and if  Borrower  is
required  to provide an amount of cash  collateral  hereunder  as a
result of Clause  (B) or Clause (C)  directly  above,  such  amount
(to the extent not  applied in  accordance  with the terms  hereof)
shall be  returned  to  Borrower  within  three (3)  Business  Days
after the LC  Exposure  no longer  exceeds the LC Sublimit or after
the LC  Exposure  for  Subsidiary  Borrowing  Letters  of Credit no
longer exceeds $20,000,000, respectively, as the case may be.

           (k)  Letters  of  Credit,   Governing  Law.  Letters  of
Credit issued  hereunder on or after the date hereof shall,  except
to the extent  inconsistent  with the  express  terms  thereof,  be
subject to and  incorporate:  (i) the Uniform  Customs And Practice
For Documentary Credits,  1993 Revision,  International  Chamber of
Commerce  Publication  No.500  (the "UCP")  other than  Articles 41
and 43 thereof;  (ii) to the extent not inconsistent  with the UCP,
Article 5 of the  Uniform  Commercial  Code as in effect  from time
to  time  in  New  York   ("Article   5");   and,   (iii)   Section
5-102(a)(10)  of  the  1995  Official  Text  With  Comments  of the
Uniform  Commercial  Code Revised  Article 5, as promulgated by the
American Law  Institute And National  Conference  Of  Commissioners
On Uniform  State Laws  ("Revised  Article  5"),  which  Section of
Revised  Article 5 shall govern and control  over any  inconsistent
provision of the UCP or Article 5.

           SECTION 2.07.  [Reserved] .  [RESERVED]

           SECTION  2.08.  Fees.  (a)  The  Borrower  agrees to pay
to each Bank, through the  Administrative  Agent, on each March 31,
June 30,  September 30 and December 31 and on the Maturity  Date or
any earlier  date on which the  Commitment  of such Bank shall have
been  terminated and the  outstanding  Loans of such Bank have been
repaid  in  full,  a  facility  fee  (a  "Facility   Fee")  on  the
Commitment  of such Bank,  whether used or unused,  and,  after the
Commitment  of  such  Bank  shall  have  been  terminated,  on  the
outstanding  principal  amount  of  such  Bank's  Revolving  Credit
Exposure,  during the  quarter  ending on the date such  payment is
due (or shorter  period  commencing  with the date hereof or ending
with  the   Maturity   Date  or  any  earlier  date  on  which  the
Commitments   shall  have  been   terminated  and  the  outstanding
Revolving  Credit  Exposure  of  such  Bank  eliminated),   at  the
Applicable  Percentage  from time to time in effect.  All  Facility
Fees shall be  computed  on the basis of the actual  number of days
elapsed in a year of 360 days.  The  Facility  Fee due to each Bank
shall  commence  to accrue on the  Closing  Date and shall cease to
accrue  on the  Maturity  Date or any  earlier  date on  which  the
Commitment  of  such  Bank  shall  have  been  terminated  and  the
outstanding Revolving Credit Exposure of such Bank eliminated.



D4



           (b)  The  Borrower  agrees to pay to each Bank,  through
the  Administrative  Agent,  on each March 31,  June 30,  September
30,  December 31 and on the  Maturity  Date or any earlier  date on
which the  Commitment  of such Bank shall have  terminated  and the
outstanding  Loans of such Bank have been  repaid in full,  a usage
fee (a  "Usage  Fee") at a rate per annum  equal to the  Applicable
Percentage  from time to time in effect on the aggregate  amount of
such Bank's  Credit  Exposure  for each day on which the  aggregate
Credit  Exposure of all Banks shall be greater  than fifty  percent
(50%) of the total  Commitments.  All Usage Fees shall be  computed
on the  basis of the  actual  number of days  elapsed  in a year of
360 days  and  shall  be  payable  for the  actual  number  of days
elapsed (including the first day but excluding the last day).

           (c)  The  Borrower  agrees  to  pay  the  Administrative
Agent,  for its  own  account,  the  fees  provided  for in the Fee
Letter.

           (d)  The    Borrower    agrees   to   pay   (i) to   the
Administrative  Agent for the account of each Bank a  participation
fee with  respect  to its  participations  in  Letters  of  Credit,
which  shall   accrue  at  the   Applicable   Percentage   used  in
determining  the "Drawn Cost",  on the average daily amount of such
Bank's LC Exposure  (excluding any portion thereof  attributable to
unreimbursed   LC   Disbursements)   during  the  period  from  and
including  the  Effective  Date to but  excluding  the later of the
date on which such  Bank's  Commitment  terminates  and the date on
which such Bank  ceases to have any LC  Exposure,  and  (ii) to the
Issuing  Bank,  the Issuing  Bank's  standard  fees with respect to
the  issuance,  amendment,  renewal or  extension  of any Letter of
Credit or processing  of drawings  thereunder.  Participation  fees
and  fronting  fees  shall be payable  on each  March 31,  June 30,
September 30  and  December 31,  commencing  on the first such date
to occur  after the  Effective  Date;  provided  that all such fees
shall be  payable  on the date on which the  Commitments  terminate
and  any  such   fees   accruing   after  the  date  on  which  the
Commitments  terminate  shall be payable on demand.  Any other fees
payable to the Issuing  Bank  pursuant to this  paragraph  shall be
payable  within 10 days after demand.  All  participation  fees and
other  fees  relating  to  Letters  of  Credit  set  forth  in  any
Fundamental  Document  shall  be  calculated  with  respect  to the
Dollar  Equivalent  amount of such  Letters  of Credit and shall be
computed  on the basis of a year of  360 days  and shall be payable
for the  actual  number of days  elapsed  (including  the first day
but excluding the last day).

           (e)  All  fees  shall  be  paid  on the  dates  due,  in
immediately  available  funds, to the  Administrative  Agent (or to
the  Issuing  Bank,  in  the  case  of  fees  payable  to  it)  for
distribution,  if and as appropriate,  among the Banks.  Once paid,
none of the fees shall be refundable under any circumstances.

           SECTION   2.09.   Notes;   Repayment   of   Loans.   The
Competitive  Loans  made by  each  Bank  shall  be  evidenced  by a
single  Competitive  Note duly  executed on behalf of the Borrower,
dated the Closing Date, in  substantially  the form attached hereto
as Exhibit B-1  with the blanks  appropriately  filled,  payable to
the order of such  Bank in a  principal  amount  equal to the Total
Commitment.  The  Revolving  Credit  Loans  made by each Bank shall
be evidenced  by a single  Revolving  Credit Note duly  executed on
behalf of the Borrower,  dated the Closing  Date, in  substantially
the  form   attached   hereto  as   Exhibit B-2   with  the  blanks
appropriately  filled,  payable  to the  order  of  such  Bank in a
principal  amount  equal  to  the  Commitment  of  such  Bank.  The
outstanding   principal   balance  of  each   Competitive  Loan  or
Revolving  Credit Loan,  as evidenced by the relevant  Note,  shall
be payable  (a) in the case of a Competitive  Loan, on the last day
of the Interest Period applicable to



D4



such  Competitive  Loan and on the  Maturity  Date and  (b) in  the
case  of a  Revolving  Credit  Loan,  on the  Maturity  Date in the
currency of such Loan.  Each  Competitive  Note and each  Revolving
Credit  Note  shall  bear  interest  from the date  thereof  on the
outstanding   principal   balance   thereof   as   set   forth   in
Section 2.10.  Each Bank  shall,  and is hereby  authorized  by the
Borrower to,  endorse on the schedule to the relevant  Note held by
such Bank (or on a continuation  of such schedule  attached to each
such  Note and made a part  thereof),  or  otherwise  to  record in
such Bank's internal records,  an appropriate  notation  evidencing
the  date,   currency  and  amount  of  each  Competitive  Loan  or
Revolving  Credit Loan, as applicable,  of such Bank,  each payment
or  prepayment  of principal of any  Competitive  Loan or Revolving
Credit Loan, as applicable,  and the other information  provided on
such schedule;  provided,  however, that the failure of any Bank to
make such a notation or any error  therein  shall not in any manner
affect the  obligation  of the  Borrower  to repay the  Competitive
Loans or Revolving  Credit Loans, as applicable,  made by such Bank
in accordance with the terms of the relevant Note.

           SECTION  2.10.  Interest on Loans.  (a)  Subject  to the
provisions of  Sections 2.11  and 2.12, the Loans  comprising  each
LIBOR Borrowing  shall bear interest  (computed on the basis of the
actual  number of days  elapsed  over a year of 360 days,  provided
that,  for Loans  comprising  LIBOR  Borrowings  denominated  in an
Alternate  Currency  for which a 365-day  basis is the only  market
practice  available,  interest  shall be calculated on the basis of
a year  of 365 or 366  days,  as the  case  may  be) at a rate  per
annum  equal to  (i) in  the case of each  LIBOR  Revolving  Credit
Loan,  LIBOR for the Interest  Period in effect for such  Borrowing
plus the  Applicable  Percentage and (ii) in the case of each LIBOR
Competitive  Loan,  LIBOR for the  Interest  Period  in effect  for
such  Borrowing  plus the Margin  offered by the Bank  making  such
Loan and accepted by the Borrower pursuant to Section 2.04.

           (b)  Subject  to the  provisions  of  Section 2.11,  the
Loans  comprising each ABR Borrowing shall bear interest  (computed
on the basis of the actual  number of days  elapsed  over a year of
365 or 366 days,  as the case may be, when  determined by reference
to the Prime  Rate and over a year of 360 days at all other  times)
at a rate per annum equal to the Alternate Base Rate.

           (c)  Subject to the  provisions  of  Section 2.11,  each
Fixed Rate Loan shall bear  interest at a rate per annum  (computed
on the basis of the actual  number of days  elapsed  over a year of
360 days) equal to the fixed rate of  interest  offered by the Bank
making  such  Loan  and  accepted  by  the  Borrower   pursuant  to
Section 2.04.

           (d)  Interest  on each  Loan  shall be  payable  on each
Interest  Payment Date  applicable  to such Loan in the currency of
such  Loan.   The  LIBOR  or  the  Alternate  Base  Rate  for  each
Interest   Period  or  day  within  an  Interest  Period  shall  be
determined  by the  Administrative  Agent,  and such  determination
shall be conclusive absent manifest error.

           (e)  The  Applicable   Percentage  shall  be  determined
based on the Debt Rating.

           (f)  Borrower  may  call  Administrative   Agent  on  or
before the date on which a Revolving  Credit  Borrowing  Request is
to be delivered  to receive an  indication  of the  interest  rates
and applicable  Alternate  Currency  exchange rates then in effect,
but it is acknowledged  that such  indication  shall not be binding
on  Administrative  Agent  or the  Banks  nor  affect  the  rate of
interest  or the  calculation  of exchange  rates which  thereafter
are actually in effect when the request is made.



D4



           SECTION  2.11.  Interest  on  Overdue  Amounts.  If  the
Borrower  shall  default  in the  payment  of the  principal  of or
interest on any Loan or any other amount  becoming  due  hereunder,
the  Borrower  shall on demand from time to time pay  interest,  to
the extent  permitted by law, on such  defaulted  amount up to (but
not  including)  the  date  of  actual  payment  (after  as well as
before  judgment) at a rate per annum  computed on the basis of the
actual  number of days elapsed  over a year of 365 or 366 days,  as
applicable,  in the case of amounts bearing interest  determined by
reference  to the  Prime  Rate (and a year of 360 days in all other
cases)  equal to (a) in the case of any Loan,  the rate  applicable
to such Loan  under  Section 2.10  plus 2% per annum and (b) in the
case of any  other  amount,  the  rate  that  would  at the time be
applicable to an ABR Loan under Section 2.10 plus 2% per annum.

           SECTION  2.12.  Alternate  Rate  of  Interest.   In  the
event,  and on each  occasion,  that prior to the  commencement  of
any  Interest  Period  for a LIBOR  Borrowing,  the  Administrative
Agent  shall  have  determined  that  deposits  in  the  applicable
currency in the amount of the  requested  principal  amount of such
LIBOR   Borrowing  are  not  generally   available  in  the  London
interbank  market,  or that  the rate at which  such  deposits  are
being offered will not  adequately  and fairly  reflect the cost to
any Bank of making or  maintaining  such LIBOR  Loans  during  such
Interest  Period,  or  that  reasonable  means  do  not  exist  for
ascertaining  the LIBOR Rate, the  Administrative  Agent shall,  as
soon as  practicable  thereafter,  give  written or  telecopier  or
comparable  notice of such  determination  to the  Borrower and the
Banks.  In  the  event  of  any  such   determination,   until  the
Administrative  Agent  shall  have  determined  that  circumstances
giving  rise to such  notice no longer  exist,  (a) any  request by
the  Borrower  for  a  LIBOR  Competitive   Borrowing  pursuant  to
Section 2.04,   and  any  request  for  a  LIBOR  Revolving  Credit
Borrowing  in an  Alternate  Currency,  shall  be of no  force  and
effect  and  shall  be  denied  by  the  Administrative  Agent  and
(b) any  request  by the  Borrower  for a  LIBOR  Revolving  Credit
Borrowing in Dollars  pursuant to  Section 2.05  shall be deemed to
be  a  request  for  an  ABR  Loan.  Each   determination   by  the
Administrative   Agent   hereunder   shall  be  conclusive   absent
manifest  error;  provided,  however,  that if a  determination  is
made  that  dollar   deposits  in  the  amount  of  the   requested
principal   amount  of  such  LIBOR  Borrowing  are  not  generally
available  in the  London  interbank  market,  or that  the rate at
which such dollar  deposits are being  offered will not  adequately
and fairly  reflect  the cost to any Bank of making or  maintaining
such LIBOR Loans during such Interest  Period,  or that  reasonable
means  do  not  exist  for   ascertaining   the  LIBOR  Rate,   the
Administrative  Agent shall  promptly  notify the  Borrower of such
determination  in writing  and the  Borrower  may, by notice to the
Administrative  Agent  given  within  24 hours  of  receipt of such
notice,  withdraw the request for the LIBOR  Competitive  Borrowing
or the LIBOR Revolving Credit Borrowing, as applicable.

           SECTION 2.13.  Termination,  Reduction,  and Increase of
Commitments.    (a)  The   Commitments   shall   be   automatically
terminated  on the  earlier  of (i)  the  Maturity  Date or (ii) 30
days after the date hereof if the Closing Date has not occurred.

           (b)  Subject  to  Section 2.14(b),  upon at least  three
Business  Days' prior  irrevocable  written or  telecopy  notice to
the  Administrative  Agent,  the  Borrower may at any time in whole
permanently  terminate,  or from  time to time in part  permanently
reduce,  the Total  Commitment;  provided,  however,  that (i) each
partial  reduction of the Total  Commitment shall be in an integral
multiple  of  $1,000,000  and  in a  minimum  principal  amount  of
$10,000,000  and  (ii) the  Borrower  shall not be entitled to make
any such  termination  or  reduction  that  would  reduce the Total
Commitment  to  an  amount  less  than  the  aggregate  outstanding
principal amount of the Competitive Loans.



D4



           (c)  Each  reduction in the Total  Commitment  hereunder
shall be made  ratably  among the Banks in  accordance  with  their
respective   Commitments.   The   Borrower   shall   pay   to   the
Administrative  Agent for the  account  of the Banks on the date of
each  termination  or reduction  (in the case of a  reduction,  the
"Reduction   Date"),  the  Facility  Fees  on  the  amount  of  the
Commitments  so terminated  or reduced  accrued to the date of such
termination or reduction.

           (d)  The   Borrower   may  from   time  to   time,   and
notwithstanding  any prior  reductions  in the Total  Commitment by
the Borrower,  by notice to the  Administrative  Agent (which shall
promptly  deliver a copy to each of the  Banks),  request  that the
Total  Commitment  be  increased by an amount that is not less than
$25,000,000  and will not  result  in the  Total  Commitment  under
this  Agreement  and  the  Facility A  Credit  Agreement  exceeding
$575,000,000  in the  aggregate.  Each such notice  shall set forth
the requested  amount of the increase in the Total  Commitment  and
the date on which  such  increase  is to  become  effective  (which
shall be not fewer  than  20 days  after the date of such  notice),
and  shall  offer  each  Bank  the   opportunity  to  increase  its
Commitment  by its  ratable  share,  based  on the  amounts  of the
Banks'  Commitments,   of  the  requested  increase  in  the  Total
Commitment.  Each Bank  shall,  by notice to the  Borrower  and the
Administrative  Agent  given not more than  15 Business  Days after
the date of the  Borrower's  notice,  either  agree to increase its
Commitment  by all or a portion  of the  offered  amount or decline
to  increase  its  Commitment  (and any Bank that does not  deliver
such a notice  within  such  period of 15  Business  Days  shall be
deemed to have  declined to  increase  its  Commitment);  provided,
however,  that  no  Bank  may  agree  to  increase  its  Commitment
hereunder  unless it shall  have  agreed to  ratably  increase  its
Commitment   under  the   Facility A   Credit   Agreement  (if  the
Facility A  Credit  Agreement  is then  in  effect).  In the  event
that,  on the 15th  Business  Day after  the  Borrower  shall  have
delivered  a  notice   pursuant  to  the  first  sentence  of  this
paragraph,  the Banks shall have agreed  pursuant to the  preceding
sentence to  increase  their  Commitments  by an  aggregate  amount
less than the  increase in the Total  Commitment  requested  by the
Borrower,  the Borrower  shall have the right to arrange for one or
more  banks or  other  financial  institutions  (any  such  bank or
other  financial  institution  being called an "Augmenting  Bank"),
which may  include  any Bank,  to extend  Commitments  or  increase
their existing  Commitments in an aggregate  amount equal to all or
part of the  unsubscribed  amount;  provided  that each  Augmenting
Bank,  if not  already a Bank  hereunder,  shall be  subject to the
approval  of the  Borrower  and  the  Administrative  Agent  (which
approval  shall not be  unreasonably  withheld)  and shall  execute
all such  documentation as the  Administrative  Agent shall specify
to  evidence  its  status  as a Bank  hereunder.  If (and  only if)
Banks  (including  Augmenting  Banks) shall have agreed to increase
their  Commitments  or to extend new  Commitments  in an  aggregate
amount  not less  than  $25,000,000,  such  increases  and such new
Commitments  shall become  effective  on the date  specified in the
notice  delivered  by the Borrower  pursuant to the first  sentence
of this  paragraph,  and shall be deemed  added to the  Commitments
set   forth   in   Schedule 2.01   hereof.    Notwithstanding   the
foregoing,   no  increase  in  the  Total  Commitment  (or  in  the
Commitment  of  any  Bank)  shall  become   effective   under  this
paragraph   unless,   on  the  date  of  such   increase,   (i) the
conditions  set  forth in  paragraphs (b)  and (c) of  Section 4.01
shall be satisfied  (with all  references  in such  paragraphs to a
Borrowing  being deemed to be references to such  increase) and the
Administrative  Agent  shall have  received a  certificate  to that
effect dated such date and  executed by a Financial  Officer of the
Borrower  and  (ii) on  the  effective  date of such  increase  the
Total  Commitment  under and as  defined in the  Facility A  Credit
Agreement  shall be  proportionately  increased (if the  Facility A
Credit  Agreement is then in effect) in  accordance  with the terms
of such  Agreement.  Following any increase in the  Commitments  of
any of the Banks pursuant to this paragraph,  any Revolving  Credit
Loans  outstanding  prior  to the  effectiveness  of such  increase
shall  continue  outstanding  until  the  ends  of  the  respective
interest periods  applicable  thereto,  and shall then be repaid or
refinanced  with  new  Revolving  Credit  Loans  made  pursuant  to
Sections 2.01 and 2.05.



D4



           SECTION  2.14.  Prepayment  of Loans.  (a)  Prior to the
Maturity  Date the  Borrower  shall  have the  right at any time to
prepay any  Revolving  Credit  Borrowing,  or,  with the consent of
the  particular  Bank or  Banks  to  receive  the  prepayment,  any
Competitive  Borrowing  (which  consent  may be  withheld  in  such
Bank's or Banks'  sole  discretion),  in whole or in part,  subject
to  the   requirements  of  Section 2.18  and  2.19  but  otherwise
without  premium or penalty,  upon prior written or telecopy notice
to the  Administrative  Agent  before  12:00  noon,  New York  City
time,  at least one  Business Day prior to such  prepayment  in the
case of an ABR Loan  and at  least  three  Business  Days  prior to
such  prepayment  in the case of a LIBOR  Loan or Fixed  Rate Loan;
provided,  however,  that each such partial  prepayment shall be in
a minimum  aggregate  principal amount of $5,000,000 (or the Dollar
Equivalent  thereof)  and, in the case of a  Borrowing  denominated
in Dollars,  an integral  multiple of $1,000,000.  In all instances
under this  Agreement,  each  payment  and  prepayment  of any Loan
shall be made in the currency in which such Loan was made.

           (b)  On the date of any  termination or reduction of the
Total Commitment  pursuant to Section 2.13,  the Borrower shall pay
or  prepay  so much of the  Revolving  Credit  Loans  as  shall  be
necessary in order that the  aggregate  Credit  Exposures  will not
exceed  the  Total   Commitment   following  such   termination  or
reduction.   Subject  to  the   foregoing,   any  such  payment  or
prepayment  shall be applied to such  Borrowing  or  Borrowings  as
the   Borrower   shall   select.   All   prepayments   under   this
Section 2.14(b) shall be subject to Sections 2.18 and 2.19.

           (c)  On the  earlier  of any Reset  Date or the last day
of any Interest Period when the aggregate  Credit  Exposures (after
giving effect to any  Borrowings  effected on such date) exceed the
Total  Commitment  minus  any  cash  collateral   received  by  the
Administrative  Agent  pursuant to Section  2.06(j),  the  Borrower
shall make a mandatory  prepayment  of the  Revolving  Credit Loans
in such amount as may be necessary to  eliminate  such excess.  Any
prepayments   required  by  this  paragraph  shall  be  applied  to
outstanding  ABR Loans up to the full  amount  thereof  before they
are applied to outstanding LIBOR Revolving Credit Loans.

           (d)  Each  notice  of   prepayment   shall  specify  the
specific   Borrowing,   the  prepayment   date  and  the  aggregate
principal  amount of each  Borrowing to be prepaid and the currency
thereof,  shall be  irrevocable  and shall  commit the  Borrower to
prepay  such   Borrowing  by  the  amount   stated   therein.   All
prepayments  under  this  Section 2.14   shall  be  accompanied  by
accrued  interest  on the  principal  amount  being  prepaid to the
date of prepayment.

           SECTION 2.15.  Eurodollar  Reserve  Costs.  The Borrower
shall  pay to the  Administrative  Agent  for the  account  of each
Bank, so long as such Bank shall be required  under  regulations of
the Board to  maintain  reserves  with  respect to  liabilities  or
assets  consisting  of or including  Eurocurrency  Liabilities  (as
defined  in  Regulation  D),  additional  interest  on  the  unpaid
principal  amount of each LIBOR Loan made to the  Borrower  by such
Bank,  from the date of such Loan  until such Loan is paid in full,
at an  interest  rate per  annum  equal  at all  times  during  the
Interest  Period  for  such  Loan  to  the  remainder  obtained  by
subtracting  (i) LIBOR for such Interest  Period from (ii) the rate
obtained by  multiplying  LIBOR as referred to in clause (i)  above
by the Statutory  Reserves of such Bank for such  Interest  Period.
Such  additional  interest  shall be  determined  by such  Bank and
notified  to  the  Borrower  (with  a copy  to  the  Administrative
Agent) not later than five  Business  Days before the next Interest
Payment  Date  for  such  Loan,  and such  additional  interest  so
notified  to the  Borrower  by any  Bank  shall be  payable  to the
Administrative   Agent  for  the  account  of  such  Bank  on  each
Interest Payment Date for such Loan.



D4



           SECTION   2.16.   Reserve   Requirements;    Change   in
Circumstances.  (a)  Notwithstanding  any other  provision  herein,
if any Change in Law  (i) shall  subject any Bank (for  purposes of
this  Section 2.16,  the  defined  term  "Bank"  shall be deemed to
include as  applicable  the Issuing  Bank) to, or increase  the net
amount of, any tax, levy, impost,  duty, charge,  fee, deduction or
withholding  with  respect to any LIBOR Loan,  Fixed Rate Loan,  or
Letter  of  Credit,  or  shall  change  the  basis of  taxation  of
payments to any Bank of the  principal  of or interest on any LIBOR
Loan,  Fixed  Rate Loan,  or Letter of Credit  made by such Bank or
any other fees or amounts payable  hereunder  (other than (x) taxes
imposed   on  the   overall   net   income  of  such  Bank  by  the
jurisdiction  in which  such  Bank has its  principal  office or by
any political  subdivision or taxing authority  therein (or any tax
which  is  enacted  or  adopted  by  such  jurisdiction,  political
subdivision  or taxing  authority  as a direct  substitute  for any
such  taxes) or  (y) any  tax,  assessment,  or other  governmental
charge  that  would not have been  imposed  but for the  failure of
any   Bank  to   comply   with  any   certification,   information,
documentation or other reporting  requirement),  (ii) shall impose,
modify or deem  applicable any reserve,  special deposit or similar
requirement  (other than  requirements  as to which the Borrower is
obligated  to  make  payments  pursuant  to  Section 2.15)  against
assets  of,  deposits  with  or  for  the  account  of,  or  credit
extended by, such Bank, or  (iii) shall  impose on such Bank or the
London  interbank   market  any  other  condition   affecting  this
Agreement or any LIBOR Loan,  Fixed Rate Loan,  or Letter of Credit
made by such  Bank,  and the result of any of the  foregoing  shall
be to  increase  the cost to such  Bank of  issuing,  participating
in,  making or  maintaining  any LIBOR  Loan,  Fixed Rate Loan,  or
Letter of  Credit,  as the case may be, or to reduce  the amount of
any sum received or receivable by such Bank  hereunder  (whether of
principal,  interest or otherwise) in respect  thereof by an amount
deemed  in  good  faith  by  such  Bank to be  material,  then  the
Borrower  shall  pay such  additional  amount  or  amounts  as will
compensate  such Bank for such  increase or  reduction to such Bank
upon demand by such Bank.

           (b)  If,  after  the  date of this  Agreement,  any Bank
shall  have  determined  in  good  faith  that  any  Change  in Law
regarding  capital  requirements  has or would  have the  effect of
reducing  the  rate of  return  on such  Bank's  capital  or on the
capital of the Bank's  holding  company (or any  lending  office of
such Bank), if any, as a consequence of its  obligations  hereunder
to a level  below  that  which  such Bank (or  holding  company  or
office)  could have  achieved  but for such  Change in Law  (taking
into  consideration  such Bank's  policies  or the  policies of its
holding  company,  as the  case may be,  with  respect  to  capital
adequacy) by an amount  deemed by such Bank to be  material,  then,
from  time to  time,  the  Borrower  shall  pay to such  Bank  such
additional  amount  or  amounts  as will  compensate  such Bank (or
holding  company or office) for such  reduction upon demand by such
Bank.

           (c)  A   certificate   of  a  Bank   setting   forth  in
reasonable   detail   (i) such   amount  or  amounts  as  shall  be
necessary  to  compensate  such  Bank  (or  participating  banks or
other  entities  pursuant to  Sections 2.06  and 2.24) as specified
in  paragraph (a)  or (b) above,  as the case may be, and  (ii) the
calculation  of such amount or amounts under clause  (c)(i),  shall
be  delivered  to the  Borrower  and  shall  be  conclusive  absent
manifest  error.  The  Borrower  shall  pay such  Bank  the  amount
shown as due on any  such  certificate  within  30 days  after  its
receipt of the same.



D4



           (d)  Failure   on  the  part  of  any  Bank  to   demand
compensation  for any  increased  costs  or  reduction  in  amounts
received  or  receivable  or  reduction  in return on capital  with
respect to any  Interest  Period  shall not  constitute a waiver of
such Bank's rights to demand  compensation  for any increased costs
or  reduction  in amounts  received or  receivable  or reduction in
return on  capital  with  respect  to such  Interest  Period or any
other Interest Period.  The protection of this  Section 2.16  shall
be available  to each Bank  regardless  of any possible  contention
of  invalidity  or  inapplicability  of  the  law,   regulation  or
condition which shall have been imposed.

           SECTION       2.17.       Change      in       Legality.
(a)  Notwithstanding  anything to the contrary herein contained, if
any  Change in Law shall make it  unlawful  for any Bank to make or
maintain  any LIBOR Loan or to give  effect to its  obligations  to
make LIBOR Loans as  contemplated  hereby,  then, by written notice
to the Borrower and to the Administrative Agent, such Bank may:

           (i)  declare  that LIBOR  Loans will not  thereafter  be
      made by such Bank  hereunder,  whereupon  such Bank shall not
      submit a  Competitive  Bid in response to a request for LIBOR
      Competitive  Loans and the Borrower shall be prohibited  from
      requesting  LIBOR  Revolving  Credit  Loans  from  such  Bank
      hereunder unless such declaration is subsequently  withdrawn;
      and

           (ii) require  that all  outstanding  LIBOR Loans made by
      it and  denominated in Dollars be converted to ABR Loans,  in
      which event  (A) all such LIBOR Loans shall be  automatically
      converted  to ABR  Loans  as of the  effective  date  of such
      notice as provided in  Section 2.17(b)  and (B) all  payments
      and  prepayments of principal which would otherwise have been
      applied to repay the  converted  LIBOR Loans shall instead be
      applied to repay the ABR Loans  resulting from the conversion
      of such LIBOR Loans.

           (iii)declare all outstanding  LIBOR Loans made by it and
      denominated in an Alternate Currency due and payable in full.

           (b)  For purposes of this Section 2.17,  a notice to the
Borrower  by  any  Bank  pursuant  to   Section 2.17(a)   shall  be
effective on the date of receipt thereof by the Borrower.

           (c)  Notwithstanding  the  foregoing,  if  the  affected
Bank can  continue  to offer  LIBOR  Loans  by  transferring  LIBOR
Loans to another  existing  lending office of such Bank,  such Bank
agrees to so transfer  the LIBOR Loans  unless  doing so would,  in
its good faith  judgment,  subject it to any  expense or  liability
or be otherwise disadvantageous to it.

           SECTION 2.18.  Indemnity.  The Borrower shall  indemnify
each Bank against any loss or  reasonable  expense  which such Bank
may  sustain or incur as a  consequence  of (u) the  assignment  of
any LIBOR  Loan or Fixed  Rate Loan  other  than on the last day of
the Interest  Period  applicable  thereto,  (v) any  failure by the
Borrower  to fulfill  on the date of any  Borrowing  hereunder  the
applicable  conditions set forth in Article IV,  (w) any failure by
the  Borrower to borrow,  convert,  continue,  or prepay  hereunder
after a notice  thereof  pursuant  to  Article II  has  been  given
(regardless   whether  such  notice  may  be  revoked   hereunder),
(x) any payment, prepayment or conversion of a LIBOR Loan or Fixed



D4



Rate Loan  (including  as a result of an Event of Default)  made on
a date other than the last day of the applicable  Interest  Period,
(y) any  default in the  payment  or  prepayment  of the  principal
amount  of any  Loan  or  any  part  thereof  or  interest  accrued
thereon,  as and when due and payable (at the due date thereof,  by
notice of prepayment or  otherwise),  or (z) the  occurrence of any
Event  of  Default,  including  in  any  such  event  any  loss  or
reasonable  expense  sustained  or incurred or to be  sustained  or
incurred in  liquidating  or employing  deposits from third parties
acquired to effect or maintain  such Loan or any part  thereof as a
LIBOR Loan or a Fixed Rate Loan.  Such loss or  reasonable  expense
shall   include  an  amount  equal  to  the  excess,   if  any,  as
reasonably  determined  by each Bank of (i) its  cost of  obtaining
the funds for the Loan  being  paid,  prepaid or  converted  or not
borrowed  (based  on LIBOR or,  in the case of a Fixed  Rate  Loan,
the fixed  rate of  interest  applicable  thereto)  for the  period
from  the  date  of  such  payment,  prepayment  or  conversion  or
failure to borrow to the last day of the  Interest  Period for such
Loan (or, in the case of a failure to borrow,  the Interest  Period
for  the  Loan  which  would  have  commenced  on the  date of such
failure  to  borrow)   over   (ii) the   amount  of  interest   (as
reasonably  determined  by such  Bank) that  would be  realized  by
such Bank in re-employing  the funds so paid,  prepaid or converted
or not  borrowed  for such period or Interest  Period,  as the case
may be. A  certificate  of each Bank  setting  forth any  amount or
amounts  which such Bank is  entitled  to receive  pursuant to this
Section 2.18  shall  be  delivered  to the  Borrower  and  shall be
conclusive,  if made in good  faith,  absent  manifest  error.  The
Borrower  shall  pay  each  Bank  the  amount  shown  as due on any
certificate  containing no manifest  error within 30 days after its
receipt of the same.

           SECTION 2.19.  Pro Rata  Treatment.  Except as permitted
under  Sections 2.13, 2.15  and  2.17  with  respect  to  interest,
(i) each Revolving Credit Borrowing,  each payment or prepayment of
principal  of any  Revolving  Credit  Borrowing,  each  payment  of
interest  on  the  Revolving  Credit  Loans,  each  payment  of the
Facility  Fees,   each  reduction  of  the   Commitments  and  each
refinancing of any Borrowing  with,  conversion of any Borrowing to
or  continuation of any Borrowing as a Revolving  Credit  Borrowing
of any  Interest  Rate Type shall be  allocated  pro rata among the
Banks in  accordance  with their  respective  Commitments  (or,  if
such  Commitments  shall  have  expired  or  been  terminated,   in
accordance   with  the   respective   principal   amount  of  their
outstanding  Revolving  Credit  Loans).  Each  payment of principal
of any  Competitive  Borrowing  shall be  allocated  pro rata among
the Banks  participating  in such Borrowing in accordance  with the
respective  principal  amounts  of  their  outstanding  Competitive
Loans  comprising such  Borrowing.  Each payment of interest on any
Competitive  Borrowing  shall be allocated pro rata among the Banks
participating  in such Borrowing in accordance  with the respective
amounts  of  accrued  and  unpaid  interest  on  their  outstanding
Competitive  Loans  comprising  such  Borrowing.  For  purposes  of
determining  the  available  Commitments  of the Banks at any time,
each  outstanding  Competitive  Borrowing  shall be  deemed to have
utilized the Commitments of the Banks  (including  those Banks that
shall not have made  Loans as part of such  Competitive  Borrowing)
pro rata in  accordance  with  such  respective  Commitments.  Each
Bank  agrees  that  in  computing   such  Bank's   portion  of  any
Borrowing to be made hereunder,  the  Administrative  Agent may, in
its  discretion,  round each Bank's  percentage  of such  Borrowing
computed in  accordance  with  Section 2.01,  to the next higher or
lower  whole  dollar  amount  (or  amount in the basic  unit of the
applicable Alternate Currency).



D4



           SECTION  2.20.   Right  of  Setoff.   If  any  Event  of
Default  shall  have  occurred  and be  continuing,  each  Bank  is
hereby  authorized  at any  time  and  from  time to  time,  to the
fullest  extent  permitted by law, to set off and apply any and all
deposits  (general  or  special,  time or  demand,  provisional  or
final) at any time held and other  indebtedness  at any time  owing
by such Bank to or for the credit or the  account  of the  Borrower
against any of and all the  Obligations  now or hereafter  existing
under   this   Agreement   and  the  Notes   held  by  such   Bank,
irrespective  of  whether  or not such  Bank  shall  have  made any
demand  under  this  Agreement  or such  Notes  and  although  such
obligations  may  be  unmatured.   Each  Bank  agrees  promptly  to
notify the Borrower after any such setoff and  application  made by
such Bank,  but the  failure to give such  notice  shall not affect
the  validity  of such setoff and  application.  The rights of each
Bank under this  Section 2.20  are in addition to other  rights and
remedies  (including  other  rights of setoff)  which such Bank may
have.

           SECTION  2.21.  Sharing  of  Setoffs.  Each Bank  agrees
that if it  shall,  through  the  exercise  of a right of  banker's
lien, setoff or counterclaim  against the Borrower  including,  but
not limited to, a secured  claim under  Section 506  of Title 11 of
the  United  States  Code or other  security  or  interest  arising
from,  or in lieu of,  such  secured  claim,  received by such Bank
under any  applicable  bankruptcy,  insolvency or other similar law
or  otherwise,   obtain  payment   (voluntary  or  involuntary)  in
respect  of  any  Revolving  Credit  Note  held  by  it  (it  being
understood  that each Bank shall be  permitted to exercise any such
right with  respect to any  obligation  of the Borrower to it other
than the  Revolving  Credit  Notes  prior to the  exercise  of such
right with  respect to any  Revolving  Credit  Note) as a result of
which the  unpaid  principal  portion of all the  Revolving  Credit
Notes  held by it shall be  proportionately  less  than the  unpaid
principal  portion of all the  Revolving  Credit  Notes held by any
other  Bank,  it shall be deemed to have  simultaneously  purchased
from such  other  Bank a  participation  in each  Revolving  Credit
Note  held  by  such  other  Bank,  so that  the  aggregate  unpaid
principal amount of each Revolving  Credit Note and  participations
in each  Revolving  Credit  Note held by each Bank  shall be in the
same  proportion to the aggregate  unpaid  principal  amount of all
the  Revolving  Credit  Notes  then  outstanding  as the  principal
amount of all the  Revolving  Credit Notes held by it prior to such
exercise  of  banker's  lien,  setoff  or  counterclaim  was to the
principal  amount of all Revolving Credit Notes  outstanding  prior
to  such  exercise  of  banker's  lien,   setoff  or  counterclaim;
provided,  however,  that if any  such  purchase  or  purchases  or
adjustments  shall be made  pursuant to this  Section 2.21  and the
payment  recovered by a Bank giving rise thereto  shall  thereafter
be  recovered  from  such  Bank,  such  purchase  or  purchases  or
adjustments  shall be rescinded to the extent of such  recovery and
the  purchase  price or  prices  or  adjustments  paid by such Bank
restored to such Bank  without  interest.  The  Borrower  expressly
consents  to the  foregoing  arrangements  and agrees that any Bank
holding a participation  in a Revolving  Credit Note deemed to have
been so  purchased  may  exercise  any and all  rights of  banker's
lien,  setoff or  counterclaim  to the extent of the  participation
so  purchased  in such  Revolving  Credit Note with  respect to any
and all moneys  owing by the  Borrower as fully as if such Bank had
made  a  Loan  directly  to  the  Borrower  in  the  amount  of the
participation.

           SECTION  2.22.  Payments.  The Borrower  shall make each
payment  hereunder  and under any  instrument  delivered  hereunder
not later than  12:00  noon,  New York City  time,  on the day when
due in lawful  money of the United  States (in freely  transferable
dollars)  to the  Administrative  Agent at its offices set forth on
Schedule  2.01  therefor  for the account of the Banks,  in federal
or other immediately available funds;  provided,  however that each
payment of principal and interest under any Loan made in an



D4



Alternate  Currency  shall be made in immediately  available  funds
in  the  currency  in  which  such  Loan  was  made.   Any  payment
received  after  such  time  on  any  day  shall  be  deemed  to be
received  on  the  next  Business  Day.  The  Administrative  Agent
shall remit each Bank's portion of the  Borrower's  payment to such
Bank  promptly  after receipt  thereof.  Except as set forth in the
definition of "Interest  Period" as applied to LIBOR Loans,  if any
payment  to be made  hereunder  or under any Note  becomes  due and
payable on a day other than a Business  Day,  such  payment  may be
made on the next  succeeding  Business  Day and such  extension  of
time  shall in such case be  included  in  computing  interest,  if
any, in connection with such payment.

           SECTION 2.23.  United States  Withholding.  Each Bank or
assignee or  participant of a Bank that is not  incorporated  under
the Laws of the United  States of America or a state  thereof (and,
upon the written request of the  Administrative  Agent,  each other
Bank or  assignee  or  participant  of a Bank)  agrees that it will
deliver to each of the  Borrower and the  Administrative  Agent two
(2) duly completed  appropriate valid Withholding  Certificates (as
defined  under  ss.1.1441-1(c)(16)  of  the  Income  Tax  Regulations
promulgated under the Code  ("Regulations"))  certifying its status
(i.e.,  U.S.  or foreign  person)  and,  if  appropriate,  making a
claim of reduced,  or exemption from,  U.S.  withholding tax on the
basis of an income  tax  treaty  or an  exemption  provided  by the
Code.  The  term  "Withholding  Certificate"  means a Form  W-9;  a
Form  W-8BEN;  a  Form  W-8ECI;  a  Form  W-8IMY  and  the  related
statements and  certifications  as required  under  ss.1.1441-1(e)(3)
of the  Regulations;  a statement  described in  ss.1.871-14(c)(2)(v)
of the  Regulations;  or any other  certificates  under the Code or
Regulations  that  certify  or  establish  the status of a payee or
beneficial   owner  as  a  U.S.  or  foreign  person.   Each  Bank,
assignee or  participant  required to deliver to the  Borrower  and
the Administrative  Agent a valid Withholding  Certificate pursuant
to the  preceding  sentence  shall  deliver such valid  Withholding
Certificate  as follows:  (A) each Bank which is a party  hereto on
the Closing Date shall deliver such valid  Withholding  Certificate
at least  five (5)  Business  Days prior to the first date on which
any  interest or fees are  payable by the  Borrower  hereunder  for
the account of such Bank;  (B) each assignee or  participant  shall
deliver  such  valid  Withholding  Certificate  at  least  five (5)
Business  Days  before the  effective  date of such  assignment  or
participation   (unless  the  Administrative   Agent  in  its  sole
discretion  shall permit such  assignee or  participant  to deliver
such  Withholding  Certificate  less  than five (5)  Business  Days
before  such  date  in  which  case  it  shall  be due on the  date
specified  by the  Administrative  Agent).  Each Bank,  assignee or
participant  which  so  delivers  a valid  Withholding  Certificate
further  undertakes  to  deliver  to each of the  Borrower  and the
Administrative   Agent   two   (2)   additional   copies   of  such
Withholding  Certificate  (or a  successor  form) on or before  the
date  that  such   Withholding   Certificate   expires  or  becomes
obsolete or after the  occurrence  of any event  requiring a change
in the most recent  Withholding  Certificate  so  delivered  by it,
and such  amendments  thereto or extensions or renewals  thereof as
may be reasonably  requested by the Borrower or the  Administrative
Agent.    Notwithstanding   the   submission   of   a   Withholding
Certificate  claiming a reduced  rate of, or exemption  from,  U.S.
withholding  tax,  the  Administrative  Agent  shall be entitled to
withhold  United  States  federal  income  taxes  at the  full  30%
withholding  rate if in its  reasonable  judgment it is required to
do  so  under  the  due  diligence   requirements  imposed  upon  a
withholding   agent   under   ss.1.1441-7(b)   of  the   Regulations.
Further,    the   Administrative   Agent   is   indemnified   under
ss.1.1461-1(e) of the  Regulations  against any claims and demands of
any Bank or  assignee  or  participant  of a Bank for the amount of
any tax it deducts and  withholds in  accordance  with  regulations
under  ss.1441  of  the  Code.  In  the  event  the  Borrower  or the
Administrative   Agent  shall  so  determine   that   deduction  or
withholding  of taxes is  required,  it shall  advise the  affected
Bank  as to the  basis  of such  determination  prior  to  actually
deducting and withholding such taxes.



D4



             (b)Each Bank  agrees  (i) that  as  between it and the
Borrower or the  Administrative  Agent unless otherwise required by
Law,  it shall be the Person to deduct and  withhold  taxes (and to
the extent  required by Law it shall deduct and withhold  taxes) on
amounts  that such Bank may remit to any other  Person(s) by reason
of any  undisclosed  transfer or  assignment of an interest in this
Agreement  to such other  Person(s)  pursuant to  Section 2.24  and
(ii) to  indemnify  the Borrower and the  Administrative  Agent and
any officers,  directors,  agents,  or employees of the Borrower or
the  Administrative  Agent  against and to hold them  harmless from
any  tax,  interest,   additions  to  tax,  penalties,   reasonable
counsel and  accountants'  fees,  disbursements or payments arising
from the  assertion  by any  appropriate  taxing  authority  of any
claim  against  them  relating  to a failure to  withhold  taxes as
required by law with  respect to amounts  described  in  clause (i)
of this paragraph (c).

           (d)  Each   assignee  of  a  Bank's   interest  in  this
Agreement in conformity  with  Section 2.24  shall be bound by this
Section 2.23,   so  that  such   assignee  will  have  all  of  the
obligations  and  provide all of the forms and  statements  and all
indemnities,  representations  and warranties  required to be given
under this Section 2.23.

           (e)  In the event that any  withholding or similar taxes
shall  become  payable  as a result of any  change in any  statute,
treaty, ruling,  judicial decision,  determination or regulation or
other  change  in law  (other  than a  change  in the rate of taxes
imposed  on the  overall  net income of any Bank)  occurring  after
the Initial  Date in respect of any sum payable  hereunder or under
any other  Fundamental  Document to any Bank or the  Administrative
Agent or as a  result  of any  payment  being  made by a  Guarantor
organized  in or  subject to any taxing  jurisdiction  outside  the
United  States  (i) the  sum  payable  by  the  Borrower  shall  be
increased  as may be  necessary  so that after  making all required
deductions  (including  deductions  applicable to  additional  sums
payable under this  Section 2.23)  such 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,  (ii) the
Borrower shall make such  deductions  and (iii) the  Borrower shall
pay the full amount  deducted to the  relevant  taxation  authority
or  other   authority  in  accordance   with  applicable  law.  For
purposes of this  Section 2.23,  the term "Initial Date" shall mean
(i) in  the case of the  Administrative  Agent,  the  date  hereof,
(ii) in  the  case of each  Bank as of the  date  hereof,  the date
hereof and  (iii) in  the case of any other  Bank,  the date of the
Assignment and Acceptance pursuant to which it became a Bank.

           SECTION  2.24.  Participations;  Assignments.  (a)  Each
Bank (for  purposes of this  Section 2.24,  the defined term "Bank"
shall be deemed to  include as  applicable  the  Issuing  Bank) may
without the consent of the Borrower sell  participations  to one or
more  banks or other  entities  in all or a portion  of its  rights
and  obligations  under this Agreement  (including all or a portion
of its  Commitment  and the Loans owing to it and the Notes held by
it);  provided,  however,  that (i) such Bank's  obligations  under
this  Agreement  shall  remain  unchanged,   (ii) such  Bank  shall
remain  solely  responsible  to the other  parties  hereto  for the
performance of such obligations,  (iii) the  participating banks or
other   entities   shall  be  entitled   to  the  cost   protection
provisions  contained in Section 2.16  and  Section 2.18  but shall
not be entitled to receive  pursuant to such  provisions  an amount
larger  than its share of the  amount  to which  the Bank  granting
such   participation   would  have  been   entitled   and  (iv) the
Borrower,  the  Administrative  Agent  and the  other  Banks  shall
continue to deal solely and directly  with such Bank in  connection
with such  Bank's  rights and  obligations  under  this  Agreement;
provided  further  that each Bank  shall  retain the sole right and
responsibility  vis-a-vis  the Borrower to enforce the  obligations
of the Borrower relating to the



D4



Loans or  Letters of Credit  and shall  retain  all voting  rights,
including  the right to  approve  any  amendment,  modification  or
waiver of any provision of this  Agreement  other than  amendments,
modifications  or waivers with respect to any  Facility  Fees,  the
amount of  principal  or the rate of  interest  payable  on, or the
maturity  of, the Loans or Letters of Credit as  applicable  to the
participating   banks  or  other   entities   (as  to  which   such
participating  banks or other  entities  may be afforded  the right
to vote).

           (b)  Each of the  Banks  may (but  only  with the  prior
written  consent  of the  Borrower  and  the  Issuing  Bank,  which
consent  shall  not be  unreasonably  withheld,  provided  that  no
consent  of  Borrower  shall be  required  if any Event of  Default
shall have  occurred and be  continuing),  and (unless the assignee
is a bank or trust  company with a combined  capital and surplus of
at  least   $100,000,000)   with  the   written   consent   of  the
Administrative  Agent,  which  consent  shall  not be  unreasonably
withheld,  assign to one or more banks or other  entities  all or a
portion  of  its  interests,  rights  and  obligations  under  this
Agreement  (including  all or a portion of its  Commitment  and the
same  portion of the  Revolving  Credit  Loans at the time owing to
it and the Revolving  Credit Note held by it);  provided,  however,
that (i) each  such  assignment  shall be of a constant,  and not a
varying,   percentage   of  the   assigning   Bank's   rights   and
obligations  under  this  Agreement,  and  (ii) the  amount  of the
Commitment  of the assigning  Bank subject to each such  assignment
(determined  as of the  date the  Assignment  and  Acceptance  with
respect  to such  assignment  is  delivered  to the Bank)  shall be
either the entire  Commitment of such Bank or a portion  thereof in
a principal  amount of  $10,000,000 or a larger  integral  multiple
of  $1,000,000,  and  (iii) the  parties  to each  such  assignment
shall  execute and  deliver to the  Administrative  Agent,  for its
acceptance  and  recording in the Register (as defined  below),  an
Assignment  and  Acceptance,   together  with  any  Note  or  Notes
subject to such  assignment  and a processing and  recordation  fee
of  $4,000.   Upon  such   execution,   delivery,   acceptance  and
recording,  from and after the  effective  date  specified  in each
Assignment  and  Acceptance,  which  effective  date  shall  be not
earlier than five Business  Days after the date of  acceptance  and
recording   by   the   Administrative   Agent,   (x) the   assignee
thereunder  shall be a party hereto and, to the extent  provided in
such  Assignment and  Acceptance,  have the rights and  obligations
of a Bank hereunder and under the other  Fundamental  Documents and
(y) the  assigning Bank  thereunder  shall,  to the extent provided
in  such   Assignment   and   Acceptance,   be  released  from  its
obligations   under  this  Agreement   (and,  in  the  case  of  an
Assignment  and  Acceptance  covering all or the remaining  portion
of  the  assigning   Bank's  rights  and  obligations   under  this
Agreement,   such   assigning  Bank  shall  cease  to  be  a  party
hereto).  Notwithstanding  the  foregoing,  any Bank  assigning its
rights  and  obligations   under  this  Agreement  may  retain  any
Competitive  Loans  made by it  outstanding  at such  time,  and in
such case  shall  retain  its  rights  hereunder  in respect of any
Loans so  retained  until such  Loans  have been  repaid in full in
accordance with this Agreement.

           (c)  Notwithstanding   the  other   provisions  of  this
Section 2.24,  each  Bank may at any time  assign  all or a portion
of its  interests,  rights and  obligations  under  this  Agreement
(including,   without   limitation,   all  or  a  portion   of  its
Commitment  and the same  portion of the Loans at any time owing to
it and the  Notes  held by it) to  (i) any  Affiliate  of such Bank
described  in  clause (b)   of  the   definition  of  Affiliate  or
(ii) any other Bank hereunder.



D4



           (d)  By  executing  and  delivering  an  Assignment  and
Acceptance,   the  assigning  Bank   thereunder  and  the  assignee
thereunder  confirm  to and  agree  with  each  other and the other
parties hereto as follows:  (i) other than the  representation  and
warranty  that  it  is  the  legal  and  beneficial  owner  of  the
interest  being  assigned  thereby  free and  clear of any  adverse
claim, the assigning Bank makes no  representation  or warranty and
assumes  no   responsibility   with  respect  to  any   statements,
warranties or  representations  made in or in connection  with this
Agreement or the  execution,  legality,  validity,  enforceability,
genuineness,  sufficiency or value of the Fundamental  Documents or
any other  instrument  or  document  furnished  pursuant  hereto or
thereto;   (ii) such  Bank  assignor  makes  no  representation  or
warranty  and  assumes  no  responsibility   with  respect  to  the
financial  condition of the Borrower or any of the  Subsidiaries or
any  other   obligor  under  the   Fundamental   Documents  or  the
performance  or  observance by the Borrower (on behalf of itself or
the  Subsidiaries)  or any of the  Guarantors  or any other obligor
under  the  Fundamental   Documents  of  any  of  their  respective
obligations   under  the   Fundamental   Documents   or  any  other
instrument  or  document  furnished  pursuant  hereto  or  thereto;
(iii) such  assignee  confirms  that it has received a copy of this
Agreement,  together  with  copies  of the  most  recent  financial
statements  delivered pursuant to Sections 5.05(a)  and 5.05(b) (or
if  none  of  such  financial   statements  shall  have  then  been
delivered,  then copies of the financial  statements referred to in
Section 3.05  hereof) and such other  documents and  information as
it has  deemed  appropriate  to make its own  credit  analysis  and
decision to enter into such  Assignment and  Acceptance;  (iv) such
assignee  will,   independently   and  without  reliance  upon  the
assigning Bank, the  Administrative  Agent or any other person that
has become a Bank and based on such  documents and  information  as
it shall deem  appropriate  at the time,  continue  to make its own
credit  decisions  in  taking  or  not  taking  action  under  this
Agreement;   (v) such   assignee   appoints  and   authorizes   the
Administrative  Agent to take  such  action  on its  behalf  as the
Administrative   Agent  deems  appropriate  and  to  exercise  such
powers  under the  Fundamental  Documents  as are  delegated to the
Administrative  Agent by the  terms  thereof,  together  with  such
powers  as  are  reasonably   incidental  thereto;   and  (vi) such
assignee  agrees  that it will  perform  in  accordance  with their
terms all of the  obligations  which by the terms of this Agreement
are required to be performed by it as a Bank.

           (e)  The  Administrative  Agent  shall  maintain  at its
address  at  which  notices  are  to be  given  to it  pursuant  to
Section 10.01  a copy  of  each  Assignment  and  Acceptance  and a
register  for the  recordation  of the names and  addresses  of the
Banks and the  Commitments  of, and  principal  amount of the Loans
owing  to,  each  Bank  from  time to time  (the  "Register").  The
entries in the  Register  shall be  conclusive,  in the  absence of
manifest  error,  and the Borrower,  the  Administrative  Agent and
the Banks may treat  each  person  whose  name is  recorded  in the
Register as a Bank  hereunder  for all purposes of the  Fundamental
Documents.  The Register  shall be available for  inspection by the
Borrower or any Bank at any  reasonable  time and from time to time
upon reasonable prior notice.

           (f)  Upon its receipt of an  Assignment  and  Acceptance
executed by an  assigning  Bank and an assignee  together  with any
Notes  subject to such  assignment  and evidence of the  Borrower's
written  consent  to  such  assignment,  the  Administrative  Agent
shall,  if such  Assignment  and  Acceptance has been completed and
is in the form of  Exhibit E  hereto,  (i) accept  such  Assignment
and Acceptance,  (ii) record the information  contained  therein in
the Register and  (iii) give  prompt  written notice thereof to the
Borrower.  Within five  Business  Days after receipt of the notice,
the  Borrower,  at its own  expense,  shall  execute and deliver to
the Bank, in



D4



exchange  for  the  surrendered  Notes,  as  applicable  (x) a  new
Competitive  Note to the order of such  assignee in an amount equal
to the Total  Commitment  and a new  Revolving  Credit  Note to the
order of such  assignee  in an amount  equal to the  portion of the
Commitment   assumed  by  it  pursuant  to  such   Assignment   and
Acceptance  and,  (y) a new  Revolving  Credit Note to the order of
the assigning  Bank in an amount equal to the  Commitment  retained
by it  hereunder.  Such new  Revolving  Credit Notes shall be in an
aggregate   principal  amount  equal  to  the  aggregate  principal
amount of such assumed  Commitment  and retained  Commitment,  such
new  Notes  shall be dated  the date of the  surrendered  Notes and
shall otherwise be in  substantially  the forms of Exhibits B-1 and
B-2 hereto,  as the case may be. In  addition,  the  Borrower  will
promptly,  at its  own  expense,  execute  such  amendments  to the
Fundamental  Documents  to which it is a party and such  additional
documents  and cause the  Guarantors  to execute  amendments to the
Fundamental  Documents to which it is a party,  and take such other
actions  as the  Administrative  Agent  or the  assignee  Bank  may
reasonably  request in order to confirm that such  assignee Bank is
entitled  to  the  full  benefit  of  the  guaranties  contemplated
hereby to the extent of such assignment.

           (g)  Notwithstanding  any other  provision  herein,  any
Bank may, in connection  with any  assignment or  participation  or
proposed    assignment   or   participation    pursuant   to   this
Section 2.24,  disclose to the assignee or  participant or proposed
assignee or participant,  any information  relating to the Borrower
or  any  of  the  Subsidiaries   furnished  to  such  Bank  or  the
Administrative  Agent by or on  behalf  of the  Borrower;  provided
that  prior  to  any  such   disclosure,   each  such  assignee  or
participant  or  proposed  assignee or  participant  shall agree in
writing  to  preserve  the   confidentiality  of  any  confidential
information  relating to the Borrower or any of their  Subsidiaries
received from such Bank on the terms of Section 10.11.

           (h)  Any Bank may at any time  pledge or  assign  all or
any portion of its rights under this  Agreement  and the Notes to a
Federal Reserve Bank.

           (i)  SPV Designation.

                (i)   Notwithstanding   anything  to  the  contrary
contained  herein,  any Bank (a  "Designating  Bank")  may grant to
one or more  special  purpose  funding  vehicles  (each,  a "SPV"),
identified   as  such  in   writing   from  time  to  time  by  the
Designating  Bank to the  Administrative  Agent  and the  Borrower,
the option to provide to the  Borrower  all or any part of any Loan
that such  Designating  Bank would  otherwise  be obligated to make
to  the  Borrower   pursuant  to  this  Agreement;   provided  that
(A) nothing  herein shall  constitute  a  commitment  by any SPV to
make any Loan,  (B) if an SPV elects not to  exercise  such  option
or  otherwise  fails to provide  all or any part of such Loan,  the
Designating  Bank shall be obligated to make such Loan  pursuant to
the terms hereof and (C) the  Designating  Bank shall remain liable
for any indemnity or other payment  obligation  with respect to its
Commitment  hereunder.  The  making  of a Loan by an SPV  hereunder
shall utilize the  Commitment of the  Designating  Bank to the same
extent, and as if, such Loan were made by such Designating Bank.

                (ii) As to any  Loans or  portion  thereof  made by
it,  each SPV shall have all the  rights  that a Bank  making  such
Loans or  portion  thereof  would  have had under  this  Agreement;
provided,  however,  that  each  SPV  shall  have  granted  to  its
Designating Bank an irrevocable  power of attorney,  to deliver and
receive all  communications  and notices under this  Agreement (and
any  Fundamental  Documents)  and to exercise,  exclusively  in the
place  and  stead of such  SPV,  all of such  SPV's  voting  rights
under this Agreement in the discretion of such


D4



Designating  Bank,  until the  occurrence  and  continuation  of an
Event  of  Default.   No  additional  Note  shall  be  required  to
evidence  the  Loans or  portion  thereof  made by an SPV;  and the
related  Designating  Bank  shall  be  deemed  to hold  its Note as
agent for such SPV to the  extent of the Loans or  portion  thereof
funded by such SPV. In  addition,  any  payments for the account of
any SPV  shall be paid to its  Designating  Bank as agent  for such
SPV.   Notwithstanding  any  term  or  condition  hereof,  no  SPV,
unless it shall have become a Bank  hereunder  in  accordance  with
the terms of Section  2.24(b),  shall be a party hereto or have any
right  to  vote  or  give  or  withhold  its  consent   under  this
Agreement.

                (iii) Each party hereto  hereby  agrees that no SPV
shall be liable for any indemnity or payment  under this  Agreement
for which a Bank would  otherwise  be  liable.  In  furtherance  of
the  foregoing,  each party hereto hereby agrees (which  agreements
shall survive the  termination of this  Agreement)  that,  prior to
the  date  that is one  year  and one day  after  the  later of (A)
payment  in full  of all  outstanding  commercial  paper  or  other
senior  indebtedness  of any SPV,  (B) the  payment  in full of all
Obligations,  and (C) the  termination of all  Commitments  and the
expiration  or  termination  of all Letters of Credit,  it will not
institute  against,   or  join  any  other  person  in  instituting
against,  such  SPV any  bankruptcy,  reorganization,  arrangement,
insolvency  or  liquidation  proceedings  under  the  laws  of  the
United States or any State thereof.

                (iv) In addition,  notwithstanding  anything to the
contrary  contained  in  these  Clauses  (i)  through  (iv) of this
Section  2.24(i) or  otherwise  in this  Agreement  (other than the
proviso  set  forth  directly  below  in this  Clause,  any SPV may
(A) with  notice to, but without the prior  written  consent of the
Borrower  or the  Administrative  Agent,  at any time  and  without
paying any  processing fee therefor,  assign or participate  all or
a portion of its interest in any Loans to the  Designating  Bank or
to any financial  institutions  providing  liquidity  and/or credit
support to or for the  account of such SPV to support  the  funding
or maintenance of Loans and  (B) disclose  on a confidential  basis
information  relating  to its Loans  that  pertains  to  Borrower's
performance   under  the   Fundamental   Documents  and  all  other
information  relating to its Loans  provided  by Borrower  pursuant
hereto,  other than  non-public  information  provided  pursuant to
Section   3.05   hereof  and  other   than  any  other   non-public
information   provided  pursuant  hereto,  to  any  rating  agency,
commercial  paper  dealer or provider  of any  surety,  guaranty or
credit or liquidity  enhancements to such SPV;  provided,  however,
that  in  no  event  may  any  non-public   financial   information
provided by the Borrower or any Guarantor  under this  Agreement be
provided  by any SPV to any  other  Person.  In no event  shall the
Borrower  be  obligated  to pay to any SPV that has made a Loan any
greater  amount than the Borrower  would have been obligated to pay
under this  Agreement if the  Designating  Bank had made such Loan.
These  Clauses (i) through (iv) of this Section  2.24(i) may not be
amended  without  the  written  consent  of  any  Designating  Bank
affected thereby.

           SECTION 2.25.  Taxes.

           (a)  No  Deductions.   All  payments  made  by  Borrower
hereunder  and under  each Note shall be made free and clear of and
without  deduction  for  any  present  or  future  taxes,   levies,
imposts,   deductions,    charges,   or   withholdings,   and   all
liabilities  with respect  thereto,  excluding taxes imposed on the
net  income  of  any  Bank  and  all  income  and  franchise  taxes
applicable   to  any  Bank  of  the   United   States   (all   such
non-excluded   taxes,   levies,   imposts,   deductions,   charges,
withholdings,  and  liabilities  being  hereinafter  referred to as
"Taxes").  If  Borrower  shall be  required  by Law to  deduct  any
Taxes  from or in  respect of any sum  payable  hereunder  or under
any  Note,  (i) the  sum  payable  shall  be  increased  as  may be
necessary so that



D4



after  making  all  required   deductions   (including   deductions
applicable  to  additional  sums payable  under this  Section 2.25)
each  Bank  receives  an  amount  equal  to the sum it  would  have
received  had no such  deductions  been made,  (ii) Borrower  shall
make such deductions and  (iii) Borrower  shall timely pay the full
amount  deducted to the relevant tax  authority or other  authority
in accordance with applicable Law.

           (b)  Stamp Taxes.  In addition,  Borrower  agrees to pay
any  present  or  future  stamp or  documentary  taxes or any other
excise or property  taxes,  charges,  or similar levies which arise
from any payment made  hereunder or from the  execution,  delivery,
or  registration  of, or otherwise  with respect to, this Agreement
or any Note (hereinafter referred to as "Other Taxes").

           (c)  Indemnification   for   Taxes   Paid   by  a  Bank.
Borrower  shall  indemnify  each Bank for the full  amount of Taxes
or Other Taxes (including,  without limitation,  any Taxes or Other
Taxes  imposed by any  jurisdiction  on amounts  payable under this
Section 2.25)  paid  by  any  Bank  and  any  liability  (including
penalties,  interest,  and  expenses)  arising  therefrom  or  with
respect  thereto,  whether  or not such  Taxes or Other  Taxes were
correctly  or  legally  asserted.  This  indemnification  shall  be
made  within  30 days  from the date a Bank  makes  written  demand
therefor.

           (d)  Certificate.  Within 30 days  after the date of any
payment of any Taxes by Borrower,  Borrower  shall  furnish to each
Bank,  at  its  address  referred  to  herein,  the  original  or a
certified  copy of a  receipt  evidencing  payment  thereof.  If no
Taxes are  payable  in respect of any  payment  by  Borrower,  such
Borrower  shall,  if so requested by a Bank,  provide a certificate
of an officer of Borrower to that effect.

           (e)  Survival.  Without  prejudice  to the  survival  of
any other  agreement  of Borrower  hereunder,  the  agreements  and
obligations  of  Borrower  contained  in Clauses (a) through (d) of
this  Section  2.25 shall  survive the payment in full of principal
and  interest   hereunder  and  under  any   instrument   delivered
hereunder.

            ARTICLE III REPRESENTATIONS AND WARRANTIES

           The Borrower represents and warrants to the Banks that:

           SECTION   3.01.    Organization;    Corporate    Powers.
(a)  Each of the Borrower and the  Subsidiaries is a corporation or
other  business  entity duly  organized,  validly  existing  and in
good  standing   under  the  laws  of  the   jurisdiction   of  its
organization;   (b) each  of  the  Borrower  and  the  Subsidiaries
(i) has the  corporate or other  appropriate  organizational  power
and  authority  to own its property and to carry on its business as
now  conducted  and  (ii) is  qualified  to do  business  in  every
jurisdiction  where such  qualification  is necessary  except where
the  failure  so to  qualify  would not have a  materially  adverse
effect on the  condition,  financial or otherwise,  of the Borrower
or of the Borrower  and its  Consolidated  Subsidiaries  taken as a
whole;  (c) each  of  the  Borrower  and  the  Guarantors  has  the
corporate  or other  appropriate  organizational  power to execute,
deliver  and  perform  its   obligations   under  the   Fundamental
Documents  to  which  it  is a  party  and  the  Borrower  has  the
corporate  power to borrow  hereunder  and to execute  and  deliver
the Notes;  and  (d) each of the  Guarantors  has the  corporate or
other  appropriate  organizational  power and authority to guaranty
the Obligations as contemplated by Article VIII hereof.



D4



           SECTION 3.02.  Authorization.  The  execution,  delivery
and  performance  of  this  Agreement  and  the  other  Fundamental
Documents to which the Borrower or any of the  Guarantors  is or is
to be a party,  by each such  party;  in the case of the  Borrower,
the  Borrowings  hereunder  and the  execution  and delivery of the
Notes;  and in the  case of each  Guarantor,  the  guaranty  of the
Obligations  as  contemplated  in  Article VIII  (a) have been duly
authorized  by  all  requisite   corporate  or  other   appropriate
organizational  action  on  the  part  of  the  Borrower  and  each
Guarantor;  and  (b) will  not  (i) violate  (A) any  law,  rule or
regulation   of  the  United  States  or  any  state  or  political
subdivision  thereof,  the certificate of  incorporation or By-laws
or other  appropriate  organizational  documents of the Borrower or
any of the Consolidated  Subsidiaries,  (B) any applicable order of
any court or other agency of government or (C) any  indenture,  any
agreement  for  borrowed  money,  any bond,  note or other  similar
instrument  or any other  material  agreement  or contract to which
the  Borrower or any of the  Consolidated  Subsidiaries  is a party
or by which the  Borrower or any of the  Consolidated  Subsidiaries
or any  of  their  respective  properties  are  bound,  (ii) be  in
conflict  with,  result in a breach of or  constitute  (with notice
or lapse  of time or  both) a  default  under  any such  indenture,
agreement,  bond, note,  instrument or other material  agreement or
contract  or  (iii) result  in the  creation or  imposition  of any
lien,  charge or  encumbrance  of any  nature  whatsoever  upon any
property  or  assets  of the  Borrower  or any of the  Consolidated
Subsidiaries  except  that,  in the case of all the above,  for any
such violations,  conflicts,  breaches, defaults, liens, charges or
encumbrances  which  would not have a  material  adverse  effect on
the Borrower  and its  Consolidated  Subsidiaries  taken as a whole
or adversely affect the rights or interest of the Banks.

           SECTION 3.03.  Enforceability.  This  Agreement and each
other  Fundamental  Document  to which the  Borrower  or any of the
Guarantors  is a party,  is a legal,  valid and binding  obligation
of each such party thereto,  and is  enforceable  against each such
party  thereto  in  accordance  with  its  terms,   except  as  the
enforceability  thereof  may  be  limited  by  the  effect  of  any
applicable   bankruptcy,   insolvency  or  similar  laws  affecting
creditors' rights generally and by general principles of equity.

           SECTION  3.04.   Governmental   Approvals.   No  action,
consent or approval  of, or  registration  or filing  with,  or any
other  action  by  any   Governmental   Authority  is  required  in
connection  with the  execution,  delivery and  performance  by the
Borrower  and any of the  Guarantors  of this  Agreement  or of any
other  Fundamental  Document to which it is a party, the Borrowings
hereunder,  the  guaranty  by the  Guarantors  of  the  Obligations
under Article VIII or the execution and delivery of the Notes.

           SECTION  3.05.   Financial   Statements  and  Condition.
(a)  The  Borrower  has  heretofore  furnished to each of the Banks
audited  Consolidated  balance  sheets  of  the  Borrower  and  its
Consolidated  Subsidiaries  as of December 31, 2000 and the related
audited   Consolidated    statements   of   income,    Consolidated
statements of stockholders'  equity and Consolidated  statements of
cash  flows  for  the  fiscal  period  then  ended,  together  with
related   notes   and   supplemental   information.   The   audited
consolidated  balance  sheet,  statement  of income,  statement  of
stockholders'  equity and  statement  of cash flows are referred to
herein  as  the  "Audited   Financial   Statements."   The  Audited
Financial  Statements  and  the  notes  thereto  were  prepared  in
accordance   with   generally   accepted   accounting    principles
consistently   applied,   and  present   fairly  the   Consolidated
financial  position  and  results of  operations  and cash flows of
the  Borrower  and its  Consolidated  Subsidiaries  as of the dates
and  for  the  periods  indicated,  and  such  balance  sheets  and
related



D4



notes show all known direct  liabilities  and all known  contingent
liabilities   of  a  material   nature  of  the  Borrower  and  its
Consolidated  Subsidiaries  as of such dates which are  required to
be included in such  financial  statements and the notes thereto in
accordance with generally accepted accounting principles.

           (b)  The  Borrower  has  delivered  to each of the Banks
pro forma  consolidated  projected  financial results for the years
2001-2005.  Such  projected  financial  results  are  based on good
faith  estimates  and  assumptions  believed  to be  reasonable  by
senior management of the Borrower as of the Execution Date.

           (c)  None of the  Borrower  or any  Guarantor  (each,  a
"Credit  Party") is  entering  into the  arrangements  contemplated
hereby and by the other  Fundamental  Documents  or intends to make
any  transfer or incur any  obligations  hereunder  or  thereunder,
with actual intent to hinder,  delay or defraud  either  present or
future  creditors.  On and as of the date of the initial  Borrowing
hereunder  on  a  Pro Forma   Basis  after  giving  effect  to  all
Indebtedness  (including the Loans  hereunder and the  Indebtedness
incurred by each Credit  Party in  connection  therewith)  (w) each
Credit  Party  expects the cash  available to such Credit Party and
its  Subsidiaries  on  a  Consolidated  basis,  after  taking  into
account  all  other  anticipated  uses of the  cash of such  Credit
Party  (including  the  payments on or in respect of debt  referred
to in clause  (y) of this  Section 3.05(c)),  will be sufficient to
satisfy  all final  judgments  for money  damages  which  have been
docketed  against such Credit Party and such  Subsidiaries or which
such Credit  Party  believes  may be rendered  against  such Credit
Party and such  Subsidiaries  in any  action in which  such  Credit
Party is a defendant  on the Closing  Date (taking into account the
reasonably  anticipated  maximum  amount of any such  judgment  and
such Credit  Party's  belief as to the earliest  time at which such
judgment  might  be  entered);  (x) the  sum  of the  present  fair
saleable  value  of  the  assets  of  each  Credit  Party  and  its
Subsidiaries  on a  Consolidated  basis will  exceed  the  probable
liability  of such  Credit  Party  and such  Subsidiaries  on their
debts  (including  their  obligations  under the Guaranty);  (y) no
Credit  Party and its  Subsidiaries  on a  Consolidated  basis will
have  incurred  or  intends  to  incur,  or  believes  that it will
incur,  debts  beyond  its  ability to pay such debts as such debts
mature  (taking  into  account the timing and amounts of cash to be
received  by such  Credit  Party  and  such  Subsidiaries  from any
source,  and  amounts  to be  payable  on or in respect of debts of
such Credit Party and such  Subsidiaries  and the amounts  referred
to in clause (w)); and (z) each  Credit Party and its  Subsidiaries
on a  Consolidated  basis  have  sufficient  capital  with which to
conduct  their  present and  proposed  business and the property of
such  Credit  Party  and  such  Subsidiaries  does  not  constitute
unreasonably  small  capital with which to conduct their present or
proposed  business.  For  purposes  of  this  Section 3.05,  "debt"
means any  liability  on a claim,  and "claim"  means  (i) right to
payment   whether  or  not  such  right  is  reduced  to  judgment,
liquidated,  unliquidated,  fixed, contingent,  matured, unmatured,
disputed   (other  than  those  being   disputed  in  good  faith),
undisputed,  legal, equitable,  secured or unsecured, or (ii) right
to an  equitable  remedy for breach of  performance  if such breach
gives  rise to a  payment,  whether or not such right is reduced to
judgment,  liquidated,  unliquidated,  fixed, contingent,  matured,
unmatured,  disputed,  undisputed,  legal,  equitable,  secured  or
unsecured.  For  purposes  of  this  Section 3.05,   "present  fair
saleable  value"  means  the  amount  that may be  realized  if any
person's   assets  are  sold  as  an   entirety   with   reasonable
promptness in an  arm's-length  transaction  under  conditions  for
the sale of comparable business  enterprises  obtaining at the time
of determination.

           SECTION 3.06.  [Reserved].



D4



           SECTION  3.07.  Title to  Properties.  All assets of the
Borrower and the Subsidiaries  are free and clear of Liens,  except
such as are permitted by Section 6.01.

           SECTION 3.08.  Litigation.  There are no actions,  suits
or  proceedings  (whether  or  not  purportedly  on  behalf  of the
Borrower  or  any  of  the   Subsidiaries),   pending  or,  to  the
knowledge of the  Borrower,  threatened  against or  affecting  the
Borrower or any of the  Subsidiaries  at law or in equity or before
or  by  any  Federal,   state,   municipal  or  other  governmental
department,  commission,  board, bureau, agency or instrumentality,
domestic or foreign,  which involve any of the transactions  herein
contemplated,  or  which  have a  reasonable  likelihood  of  being
determined  adversely and if  determined  adversely to the Borrower
or any of the  Subsidiaries,  would  result in a  material  adverse
change in the business, operations,  prospects,  properties, assets
or  condition  (financial  or  otherwise)  of the  Borrower and its
Consolidated   Subsidiaries  taken  as  a  whole  and  neither  the
Borrower  nor any of the  Subsidiaries  is in default  with respect
to any judgment,  writ,  injunction,  decree, rule or regulation of
any  court or  Federal,  state,  municipal  or  other  governmental
department,  commission,  board, bureau, agency or instrumentality,
domestic  or  foreign,   which  default  would  have  a  materially
adverse  effect on the Borrower and its  Consolidated  Subsidiaries
taken as a whole or have an  adverse  effect on the  Borrower's  or
the  Guarantors'  ability  to  comply  with this  Agreement  or any
other Fundamental Document.

           SECTION  3.09.  Tax  Returns.  The  Borrower and each of
the  Subsidiaries  have  timely  filed or  caused  to be filed  all
Federal,  state and local tax returns  which,  to the  knowledge of
the Borrower or such  Subsidiary  after due  inquiry,  are required
to be filed and have  paid or caused to be paid all taxes  required
to  be  paid  with  respect  to  such  returns  or  any  assessment
received  by it or by any of them to the  extent  that  such  taxes
have  become  due,  except  taxes the  validity  of which are being
contested in good faith by appropriate  actions or proceedings  and
with  respect  to which the  Borrower  or such  Subsidiary,  as the
case may be,  shall  have  made  such  reserve,  or other  adequate
provision,  if any,  as shall be  required  by  generally  accepted
accounting  principles,  and except for the filing of such  returns
as to which the failure to file will not,  either  individually  or
in the  aggregate,  have a material  adverse effect on the Borrower
and its  Consolidated  Subsidiaries  taken as a  whole,  or have an
adverse  effect on the  Borrower's  or the  Guarantors'  ability to
comply with this Agreement or any other Fundamental Document.

           SECTION  3.10.  Agreements.  (a)  None  of the  Borrower
nor any of the  Subsidiaries  is  subject  to any  charter or other
corporate  restriction   materially  and  adversely  affecting  its
business,  properties,  assets,  operations or condition (financial
or   otherwise)   or  a  party  to  any   agreement  or  instrument
materially  and  adversely  affecting  the  business,   properties,
assets,  operations  or condition  (financial  or otherwise) of the
Borrower  and  its  Consolidated  Subsidiaries  taken  as a  whole.
None of the  Borrower or any of the  Subsidiaries  is in default in
the  performance,  observance  or  fulfillment  of any agreement or
instrument  for borrowed  money by which it is bound,  or any other
agreement  or  instrument  by which it is bound which  individually
or  in  the  aggregate   materially   and  adversely   affects  the
business,  properties,  assets,  operations or condition (financial
or  otherwise)  of the Borrower and its  Consolidated  Subsidiaries
taken as a whole.



D4



           (b)  The  Administrative  Agent has been  provided at or
prior to the Execution  Date  (i) copies of all credit  agreements,
indentures  and  other  agreements   related  to  Indebtedness  for
borrowed  money of the  Borrower or any of the  Subsidiaries  in an
amount  greater than  $10,000,000  and, to the extent  requested by
the  Administrative  Agent,  copies of any other credit agreements,
indentures  and  other  agreements   related  to  Indebtedness  for
borrowed  money  of the  Borrower  or any of the  Subsidiaries  and
(ii) access  to (and copies of, to the extent  requested) any other
contracts or purchase agreements  (including  collective bargaining
agreements)   which   are   material   to  the   Borrower   or  the
Subsidiaries.

           SECTION   3.11.   Employee   Benefit   Plans.   (a)  The
Borrower and each of its ERISA  Affiliates  is in compliance in all
material  respects with the applicable  provisions of ERISA and the
Code   and   the    regulations    and    published    governmental
interpretations   thereunder.  No  Reportable  Event  has  occurred
with  respect  to any  Plan  (other  than  Plans  which  have  been
terminated  and as to which the Borrower  and its ERISA  Affiliates
do not have any  significant  remaining  obligations or liabilities
in  connection  therewith)  as to which the  Borrower or any of its
ERISA  Affiliates  was required to file a report with the PBGC, and
the  present  value of all  benefit  liabilities  under  each  Plan
maintained  by the Borrower or any of its ERISA  Affiliates  (based
on those  assumptions  used to fund such  Plan) did not,  as of the
last  annual  valuation  date  applicable  thereto,   exceed  by  a
material  amount the value of the  assets of such  Plan.  There has
been  no  Prohibited  Transaction  with  respect  to  any  employee
benefit   plan  subject  to  ERISA,   including   any  Plan  or  to
Borrower's  knowledge any  Multiemployer  Plan or Multiple Employer
Plan,  which  could  result  in  any  material   liability  to  the
Borrower  or  an  ERISA   Affiliate.   No  Plan  has   incurred  an
"accumulated    funding   deficiency"   within   the   meaning   of
Section 412(a)    or   sought   or   obtained   a   waiver    under
Section 412(d)(1)  or an extension of time under  Section 412(e) of
the Code.  No suit,  action or other  litigation  or  investigation
or  a  claim  (excluding   claims  for  benefits  incurred  in  the
ordinary  course  of  Plan   activities)  has  been  threatened  or
brought  against or with  respect  to any Plan.  To the best of the
knowledge of the Borrower and each of its ERISA  Affiliates  (i) no
payment  required to be made under any Plan would be  nondeductible
under  Section 280G  of the Code, and (ii) in the case of each Plan
intended  to  qualify  under   Section 401(a)   of  the  Code,  all
amendments to such Plan required for the  continuing  qualification
of such Plan have been approved and adopted.

           (b)  None  of  the   Borrower   or  any  of  its   ERISA
Affiliates  has incurred any Withdrawal  Liability that  materially
adversely  affects the financial  condition of the Borrower and its
Consolidated  Subsidiaries  taken as a whole.  None of the Borrower
or any of its ERISA Affiliates has received any  notification  that
any   Multiemployer   Plan  or   Multiple   Employer   Plan  is  in
reorganization  or has  been  terminated,  within  the  meaning  of
Title IV of ERISA, and no Multiemployer  Plan or Multiple  Employer
Plan  is  reasonably  expected  to  be in  reorganization  or to be
terminated,   where  such   reorganization   has  resulted  or  can
reasonably   be   expected   to  result  in  an   increase  in  the
contributions   required  to  be  made  to  such  Plan  that  would
materially  and  adversely  affect the  financial  condition of the
Borrower and its Consolidated Subsidiaries taken as a whole.

           SECTION 3.12.  Investment  Company Act;  Public  Utility
Holding  Company Act;  Federal  Power Act.  None of the Borrower or
the  Subsidiaries  is or will during the term of this  Agreement be
(i) an "investment company" as the term is defined in the



D4



Investment  Company  Act  of  1940,  as  amended,  (ii) subject  to
regulation  under the  Investment  Company Act of 1940, as amended,
(iii) a  "holding  company"  as that term is  defined in the Public
Utility  Holding  Company Act of 1935 or (iv) subject to regulation
under the Public Utility  Holding  Company Act of 1935, the Federal
Power Act or any foreign,  Federal or local  statute or  regulation
limiting its ability to incur  indebtedness  for money  borrowed or
guaranty such indebtedness as contemplated hereby.

           SECTION 3.13.  Federal Reserve  Regulations.  Subject to
Section 4.01(d),  none of the  Borrower or any of the  Subsidiaries
is engaged principally,  or as one of its important activities,  in
the business of extending  credit for the purpose of  purchasing or
carrying  any margin  stock  (within the meaning of  Regulation U).
No  part of the  proceeds  of the  Loans  hereunder  will be  used,
whether   directly  or   indirectly,   and   whether   immediately,
incidentally  or ultimately,  for any purpose that violates,  or is
inconsistent  with,  the provisions of  Regulations   T, U or X. If
requested  by any Bank,  the  Borrower  will furnish to such Bank a
statement,  in conformity with the regulations,  on Federal Reserve
Form U-1 referred to in said Regulation U.

           SECTION 3.14.  Defaults;  Compliance  with Laws. None of
the Borrower or any of the  Subsidiaries  is in default  under this
Agreement or otherwise in default under any other  agreements  with
respect to borrowed  money in an  aggregate  outstanding  principal
amount  of  $10,000,000  or  more.  The  Borrower  and  each of the
Subsidiaries  has  conducted  its  business  and  affairs  so as to
comply  in  all   respects   material  to  the   Borrower  and  its
Consolidated  Subsidiaries  taken as a whole  with  all  applicable
Federal, state and local laws and regulations.

           SECTION  3.15.  Use of  Proceeds.  Proceeds of the Loans
and the  Letters of Credit will be used for the  purposes  referred
to in Section 2.03.

           SECTION  3.16.  Affiliated   Companies.   Set  forth  on
Schedule 3.16  hereto is a  complete  and  accurate  list of all of
the  Subsidiaries  of the Borrower  and other  persons in which the
Borrower or a Subsidiary  holds voting stock or a similar  interest
(other than  companies  as to which the  Borrower or a  Subsidiary,
as applicable,  owns,  directly or indirectly,  less than 5% of the
outstanding  voting  stock),  showing as of the Closing  Date as to
Subsidiaries  (i) the  jurisdiction of its incorporation,  (ii) the
number  of  shares  of each  class  of  capital  stock  authorized,
(iii) the number of such shares  outstanding,  (iv) the  percentage
of such shares held  directly or  indirectly  by the  Borrower or a
Subsidiary,  as  applicable,  and  (v) the  number  of such  shares
covered by outstanding options,  warrants,  or rights held directly
or  indirectly  by the  Borrower or a  Subsidiary,  as  applicable;
provided,   however,   with  respect  to  Clauses  (ii)  and  (iii)
directly  above,  Borrower  may omit the  information  requested by
such  Clauses for all  Subsidiaries  having  tangible  assets in an
amount  less  than  $10,000,000  and,  with  respect  to all  other
Subsidiaries  organized  under  the  laws of a  jurisdiction  other
than the  United  States or a state  thereof,  Borrower  shall have
until  forty-five  days  after  the date  hereof  to  provide  such
information   by  way  of  a  supplement   to,  or  amendment   and
restatement  of,  Schedule 3.16  supplementing  or amending  solely
the  information  required by such  Clauses for such  Subsidiaries.
Except  as set  forth  on  Schedule 3.16,  all  of the  outstanding
capital  stock  of  all  of  such  Subsidiaries  has  been  validly
issued, is fully paid and nonassessable and is owned as set



D4



forth in  Schedule 3.16  (directly or  indirectly)  by the Borrower
or a  Subsidiary,  except for shares  required to be owned by other
persons under  applicable  foreign law (which shares do not exceed,
for any such  Subsidiary,  5% of the  total  outstanding  shares of
such  Subsidiary),  free and clear of all  Liens  and any  options,
warrants and other  similar  rights except as  contemplated  by the
Existing Credit Agreements.

           SECTION  3.17.  Environmental  Liabilities.  (a)  Except
as  set  forth  on  Schedule 3.17  hereof,  the  Borrower  and  the
Consolidated   Subsidiaries   have  not  used,   stored,   treated,
transported,  manufactured,  refined, handled, produced or disposed
of any  Hazardous  Materials  on,  under,  at, from,  or in any way
affecting any of their properties or assets,  or otherwise,  in any
manner  which at the time of the action in  question  violated  any
Environmental   Law   governing   the  use,   storage,   treatment,
transportation,  manufacture,  refinement,  handling, production or
disposal of Hazardous  Materials and to the best of the  Borrower's
knowledge,  but  without  independent  inquiry,  no prior  owner of
such  property or asset or any tenant,  subtenant,  prior tenant or
prior  subtenant  thereof has used Hazardous  Materials on, from or
affecting  such  property  or asset,  or  otherwise,  in any manner
which  at  the  time  of  the  action  in  question   violated  any
Environmental   Law   governing   the  use,   storage,   treatment,
transportation,  manufacture,  refinement,  handling, production or
disposal  of  Hazardous  Materials,  except in each  instance  such
violations  as in the aggregate  would not have a material  adverse
effect upon the Borrower and the  Consolidated  Subsidiaries  taken
as a whole.

           (b)  Except as set forth on Schedule 3.17,  the Borrower
and its  Consolidated  Subsidiaries  do not have any obligations or
liabilities,  matured  or  not  matured,  absolute  or  contingent,
assessed or  unassessed,  which such would  reasonably  be expected
to have a  materially  adverse  effect on the business or financial
condition of the Borrower and its Consolidated  Subsidiaries  taken
as a whole  and,  except as set forth in  Schedule 3.17,  no claims
have been made  against  the  Borrower  or any of its  Consolidated
Subsidiaries   during  the  past  five   years  and  no   presently
outstanding  citations  or notices  have been  issued  against  the
Borrower  or  its  Consolidated  Subsidiaries,   where  such  would
reasonably be expected to have a materially  adverse  effect on the
business  or   financial   condition   of  the   Borrower  and  its
Consolidated  Subsidiaries  taken as a whole,  which in either case
have been or are  imposed by reason of or based upon any  provision
of any  Environmental  Laws,  including,  without  limitation,  any
such  obligations or  liabilities  relating to or arising out of or
attributable,   in   whole  or  in   part,   to  the   manufacture,
processing,   distribution,   use,  treatment,  storage,  disposal,
transport  or handling of any  Hazardous  Materials by the Borrower
or the Consolidated  Subsidiaries,  in their respective  capacities
as  such,   or  any  of   their   respective   employees,   agents,
representatives  or  predecessors in interest in connection with or
in  any  way  arising  from  or  relating  to  the  Borrower,   the
Consolidated  Subsidiaries or any of their  respective  properties,
or  relating  to or arising  from or  attributable,  in whole or in
part,   to  the   manufacture,   processing,   distribution,   use,
treatment,  storage,  disposal,  transport  or handling of any such
substance,  by any  other  Person at or on or under any of the real
properties  owned  or  used  by  the  Borrower,   the  Consolidated
Subsidiaries  or  any  other  location  where  such  would  have  a
materially  adverse  effect on the business or financial  condition
of the Borrower and its Consolidated Subsidiaries taken as whole.

           SECTION  3.18.  Disclosure.  Neither this  Agreement nor
any  agreement,   document,   certificate   or  written   statement
furnished  to any  Bank  or to the  Administrative  Agent  for  the
benefit  of the  Banks by or on behalf  of the  Borrower  or any of
the Subsidiaries in connection with the  transactions  contemplated
hereby, at the time it



D4



was  furnished  contained  any untrue  statement of a material fact
or  omitted  to state a  material  fact,  under  the  circumstances
under  which  it  was  made,   necessary   in  order  to  make  the
statements  contained  herein or therein  not  misleading  provided
that no  representation  or  warranty  other than that set forth in
Section 3.05(b)  is made with  respect to the  projected  financial
results  of the  Borrower  for the  years  2001-2005.  At the  date
hereof,  there is no fact known to the  Borrower  which  materially
and adversely affects,  or in the future is reasonably  expected to
materially   and  adversely   affect,   the  business,   assets  or
financial   condition,   of  the  Borrower  and  its   Consolidated
Subsidiaries  taken as a whole  (other  than  facts  or  conditions
affecting the economy generally).

           SECTION  3.19.  Insurance.   As  of  the  date  of  this
Agreement,  all  insurance  maintained  by  the  Borrower  and  its
Subsidiaries   on  their   insurable   properties   and  all  other
insurance  maintained  by them is in full  force and effect and all
premiums required to have been paid have been duly paid.

                 ARTICLE IV CONDITIONS OF LENDING

           SECTION 4.01. All  Borrowings.  The  obligations of each
of the Banks to make Loans and the  Issuing  Bank to issue,  amend,
renew or  extend  any  Letter of  Credit  hereunder  on the date of
each  Borrowing  or  issuance,  amendment,  renewal or extension of
any Letter of Credit  hereunder  shall be subject to the  following
conditions precedent:

           (a)  Notice.   The   Administrative   Agent  shall  have
received a notice of such  Borrowing  as required  by  Section 2.04
or 2.05, as applicable.

           (b)  Representations      and      Warranties.       The
representations  and warranties  set forth in Article III  shall be
true and  correct in all  material  respects  on and as of the date
of such Borrowing or issuance,  amendment,  renewal or extension of
such  Letter  of Credit  with the same  effect as if made on and as
of such date,  except to the extent that such  representations  and
warranties expressly relate to an earlier date.

           (c)  No   Default.   The   Borrower   and  each  of  the
Guarantors  shall be and the  Borrower  shall have  caused  each of
the  Subsidiaries  to be in  compliance  with all of the  terms and
provisions  set forth herein or in any other  Fundamental  Document
on its part to be  observed or  performed,  and  immediately  after
such  Borrowing  no Event of Default or event  which upon notice or
lapse of time or both would  constitute  an Event of Default  shall
have occurred and be continuing.

           (d)  Margin  Requirements.  If the proceeds of any Loans
(or Letter of Credit) are to be used,  directly or  indirectly,  to
purchase  or carry any margin  stock or to extend  credit or refund
indebtedness   incurred  for  such  purpose,   the  Borrower  shall
furnish  to  the   Administrative   Agent  an  opinion  of  counsel
reasonably  satisfactory to the Administrative  Agent to the effect
set forth in paragraph 7 of Exhibit D-1 to this Agreement.

           (e)  Additional  Documents.  The Banks and Issuing  Bank
shall  have  received  from  the  Borrower  on  the  date  of  each
Borrowing  such  documents and  information  as they may reasonably
request relating to the satisfaction of such conditions.



D4



           Each  Borrowing  or  issuance,   amendment,  renewal  or
extension  of Letter of  Credit  hereunder  shall be deemed to be a
representation  and  warranty  by the  Borrower on the date of such
Borrowing  or issuance,  amendment,  renewal or extension of Letter
of Credit as to the matters  specified  in  paragraphs (b)  and (c)
of this Section 4.01.

           SECTION  4.02.  Closing  Date.  The  obligations  of the
Banks  to make  Loans  and the  Issuing  Bank to issue  Letters  of
Credit   hereunder   are  subject  to  the   following   additional
conditions precedent:

           (a)  Closing  Date.  (i) The  Closing  Date  shall  have
occurred on or before the 30th day following  the  Execution  Date,
and (ii) on the  Closing  Date,  there  shall have been no material
adverse  change in the business,  assets,  condition  (financial or
otherwise)  or  results  of  operations  of the  Borrower  and  its
Consolidated  Subsidiaries  taken  as a  whole  since  December 31,
2000,  except  as  previously  disclosed  in  writing  to the Banks
prior to the Execution Date.

           (b)  Notes.  On the Closing  Date,  each Bank shall have
received a duly  executed  Competitive  Note and  Revolving  Credit
Note complying with the provisions of Section 2.09.

           (c)  Opinions of  Counsel.  On the  Closing  Date,  each
Bank  and the  Issuing  Bank  shall  have  received  the  favorable
written  opinion of Brian M. Addison,  Esq.,  Secretary and General
Counsel of the  Borrower,  dated the  Closing  Date,  addressed  to
each Bank and  satisfactory to Buchanan  Ingersoll,  PC, counsel to
the Administrative Agent, substantially in the form of Exhibit D.

           (d)  Corporate  Documents.  On  or  before  the  Closing
Date,  each Bank and the  Issuing  Bank shall have  received  (i) a
copy of the Certificate of  Incorporation,  as amended,  of each of
the Borrower and each  Guarantor,  certified as of a recent date by
the  Secretary  of State  of the  state  of  incorporation  of such
person;  (ii) a  certificate of such  Secretary of State,  dated as
of a recent  date,  as to the good  standing  of,  and  payment  of
taxes by, the Borrower and each  Guarantor,  as applicable,  and as
to the charter  documents of the Borrower  and each  Guarantor,  as
applicable,  on  file  in the  office  of each  such  Secretary  of
State;  (iii) a  certificate  of  the  Secretary  of  each  of  the
Borrower  and each  Guarantor,  each  dated  the  Closing  Date and
certifying  (A) that  attached  thereto is a true and complete copy
of the By-laws of the Borrower or such  Guarantor,  as  applicable,
as in effect on the date of such  certification,  (B) that attached
thereto is a true and complete copy of  resolutions  adopted by the
Board of Directors of the Borrower or such  Guarantor,  authorizing
the  execution,   delivery  and   performance  of  the  Fundamental
Documents  to which  it is a party,  (C) that  the  Certificate  of
Incorporation  of the Borrower or such  Guarantor,  as  applicable,
has not been amended since the date of the last  amendment  thereto
indicated on the  applicable  certificate of the Secretary of State
furnished   pursuant  to  clause (ii)   above  and  (D) as  to  the
incumbency  and specimen  signature of each officer of the Borrower
or  such  Guarantor,  as  applicable,   executing  the  Fundamental
Documents to which it is a party,  or any other document  delivered
in  connection  herewith or  therewith,  as the case may be,  (each
such  certificate to contain a certification  by another officer of
the  Borrower  or  such  Guarantor,   as  applicable,   as  to  the
incumbency  and  signature of the officer  signing the  certificate
referred to in this  clause (iii));  and (iv) such  other documents
as  any  Bank  or  counsel   for  the   Administrative   Agent  may
reasonably request.



D4



           (e)  Required  Consents and  Approvals.  Except as noted
on  Schedule 4.02,  all required  consents and approvals shall have
been  obtained  on or before the Closing  Date with  respect to the
transactions    contemplated    hereby   from   all    Governmental
Authorities with  jurisdiction  over the business and activities of
the Borrower and the Subsidiaries.

           (f)  Federal  Reserve  Regulations.  The  Administrative
Agent shall be  satisfied  on or before the  Closing  Date that the
provisions  of  Regulations  T, U and X of the  Board  will  not be
violated by the transactions contemplated hereby.

           (g)  Contribution  Agreement.  The Administrative  Agent
shall   have   received   on  or  before  the   Closing   Date  the
Contribution  Agreement,  duly  executed by the  Borrower  and each
Guarantor.

           (h)  Fees  and  Expenses.   On  the  closing  Date,  all
accrued  but  unpaid  Facility  Fees and  fees due to the  Banks or
Administrative   Agent,   or   both,   all   as   contemplated   by
Section 2.08,  and all amounts  referred to in  Section 10.04  then
due, shall have been or shall be simultaneously paid in full.

           (i)  Existing   Indebtedness.   Concurrently   with  the
transactions   contemplated   hereby,  on  the  Closing  Date,  the
Existing   Revolving  Credit  Agreement  and  the  Existing  Master
Letter of Credit  Agreement shall have been  terminated  (except to
the extent  necessary  to  provide  for any  letters of credit,  if
any, outstanding under the Existing Revolving Credit Agreement).

           (j)  Officer's  Certificate.  On the Closing  Date.  the
Banks shall have  received a  certificate  of Borrower  provided on
its  behalf  by  a  Financial   Officer   dated  the  Closing  Date
certifying  (i)  compliance  with  Section 4.01(b)  and (c) hereof,
and (ii) the veracity of Section 4.02(a)(ii).

           (k)  Other   Documents.   On  the  Closing   Date,   the
Administrative  Agent shall have received  such other  documents as
the Administrative Agent may reasonably require.

                  ARTICLE V AFFIRMATIVE COVENANTS

           The Borrower  covenants  and agrees with each Bank that,
so long as this  Agreement  shall remain in effect or the principal
of or  interest  on any  Note  or any  other  expenses  or  amounts
payable  hereunder  shall  be  unpaid  or  the  Commitments  are in
effect,  unless the Required  Banks  otherwise  consent in writing,
it will,  and it will  cause  each of its  Subsidiaries  and,  with
respect to Section 5.07 only, its ERISA Affiliates) to:

           SECTION  5.01.  Corporate  Existence.  Do or cause to be
done all  things  necessary  to  preserve,  renew  and keep in full
force  and  effect  its  corporate   existence,   material  rights,
licenses,  permits and  franchises;  provided  that nothing in this
Section 5.01  shall prevent the  abandonment  or termination of the
corporate  existence,  rights or  franchises  of any  Subsidiary or
the Borrower if such  abandonment or  termination  would not have a
material  adverse  effect upon the business,  assets,  liabilities,
financial  condition,  results of operations or business  prospects
of the  Borrower  and its  Subsidiaries  taken  as a  whole  or the
ability of the  Borrower to perform its  obligations  hereunder  or
under any other Fundamental Document.



D4



           SECTION  5.02.  Maintenance  of  Property.  At all times
maintain  and  preserve  all  property  used or useful  in  working
order and  condition,  and from time to time  make,  or cause to be
made,  all needful and proper  repairs,  renewals and  replacements
thereto,  so that the business  carried on in connection  therewith
may be properly  conducted at all times,  except to the extent that
the  failure  to do so would  not have a  material  adverse  effect
upon  the  business,  assets,  liabilities,   financial  condition,
results  of  operations  or  prospects  of  the  Borrower  and  its
Subsidiaries  taken as a whole or on the  ability  of the  Borrower
or any  Guarantor  to perform its  obligations  hereunder  or under
any other Fundamental Document.

           SECTION   5.03.   Insurance.   (a)  Keep  its  insurable
properties  adequately  insured  at all  times;  (b) maintain  such
other insurance,  to such extent and against such risks,  including
fire and other risks insured  against by extended  coverage,  as is
customary  with  companies  in  the  same  or  similar  businesses;
(c) maintain  in full force and effect public  liability  insurance
against  claims for  personal  injury or death or  property  damage
occurring  upon,  in,  about or in  connection  with the use of any
properties  owned,  occupied or  controlled  by the Borrower or any
Subsidiary,  as the case may be, in such amount as the  Borrower or
such  Subsidiary,  as  the  case  may  be,  shall  reasonably  deem
necessary;   and  (d) maintain  such  other  insurance  as  may  be
required  by  law.   The   Borrower   and  the   Subsidiaries   may
self-insure  to the extent  customary with companies in the same or
similar businesses.

           SECTION  5.04.   Obligations  and  Taxes.  Pay  all  its
indebtedness  and  obligations  promptly  and  in  accordance  with
their  terms  except to the extent  that the failure to do so would
not have a  material  adverse  effect  upon the  business,  assets,
liabilities,   financial   condition,   results  of  operations  or
prospects  of the Borrower  and its  Subsidiaries  taken as a whole
or on the ability of the  Borrower or any  Guarantor to perform its
obligations  hereunder or under any other Fundamental  Document and
pay   and   discharge   promptly   all   taxes,   assessments   and
governmental  charges or levies  imposed upon it or upon its income
or  profits  or in  respect  of its  property  (and  use  its  best
efforts  to do  so),  prior  to the  time  penalties  would  attach
thereto,  as well as all lawful  claims for  labor,  materials  and
supplies or  otherwise  which,  if unpaid,  might  become a Lien or
charge  upon  such  properties  or  any  part  thereof;   provided,
however,  that  none  of the  Borrower  or any of the  Subsidiaries
shall be required to pay and  discharge  or to cause to be paid and
discharged  any  such  tax,  assessment,  charge,  levy or claim so
long as the validity or amount  thereof  shall be contested in good
faith by  appropriate  actions or  proceedings  and the Borrower or
such  Subsidiary,  as  the  case  may  be,  shall  have  made  such
reserve,  or  other  adequate  provision,   if  any,  as  shall  be
required by generally accepted  accounting  principles with respect
to any such tax, assessment, charge, levy or claim so contested.

           SECTION  5.05.  Financial   Statements;   Reports,  etc.
Furnish to the Banks:

           (a)  As soon as  available,  but in any event  within 90
days  after  the  end of each  fiscal  year  of the  Borrower,  the
Consolidated  balance  sheet as of the end of such  fiscal  year of
the  Borrower  and  its  Consolidated  Subsidiaries,   the  related
Consolidated  statements of income and the Consolidated  statements
of cash  flows  for the year  then  ended of the  Borrower  and its
Consolidated  Subsidiaries,  the foregoing  Consolidated  financial
statements  to  be  (x) examined   by,  and  to  carry  the  report
reasonably acceptable to the Banks of PriceWaterhouse Coopers LLC



D4



or other  independent  public  accountants  of  similar  nationally
recognized standing  reasonably  acceptable to the Banks, and to be
in  the  form  of  the   financial   statements   included  in  the
Borrower's  annual  report on Form 10-K  filed with the  Securities
and  Exchange  Commission  for the fiscal  year ended  December 31,
2000,  and  (y) accompanied  by a certificate  of said  accountants
stating that in making the  examination  necessary  for  expressing
their opinion on such  statements  they have obtained no knowledge,
of a financial or  accounting  nature,  of any  violation of any of
the  terms  or   provisions   of  this   Agreement   or  any  other
Fundamental  Document,  or of the  occurrence  of any  condition or
event  which,   with  notice  or  lapse  of  time  or  both,  would
constitute  an Event of  Default,  or,  if such  accountants  shall
have  obtained  knowledge  of  any  such  violation,  condition  or
event,   they   shall   specify  in  such   certificate   all  such
violations,  conditions  and  events,  and the nature  thereof,  it
being  understood  that  said  accountants  shall  not be liable to
anyone   for   failure   to  obtain   such   knowledge.   All  such
Consolidated  financial  statements shall be compiled in reasonable
detail   in   accordance   with   generally   accepted   accounting
principles  applied on a consistent  basis  throughout  the periods
reflected  therein,  except as stated  therein,  and fairly present
the  financial  position and results of  operations  and cash flows
of  the  Borrower  and  its   Consolidated   Subsidiaries  for  the
respective periods indicated.

           (b)  As soon as  available,  but in any event  within 60
days after the end of each of the first  three  fiscal  quarters of
each fiscal  year,  an  unaudited  Consolidated  condensed  balance
sheet,   and   the   related   unaudited   Consolidated   condensed
statements  of income  for such  quarter  and for the then  elapsed
portion  of  the  fiscal  year,  and  the  Consolidated   condensed
statements  of cash  flows  of the  Borrower  and its  Consolidated
Subsidiaries for the  then-elapsed  portion of the fiscal year, the
foregoing  Consolidated  condensed  financial  statements  to be in
reasonable  detail   (comparable  to  the  Consolidated   condensed
financial   statements   for  the  quarter  ended   June 30,   1997
heretofore  delivered  to the Banks) and stating  (with  respect to
the  unaudited  Consolidated  condensed  statements  of income  and
cash  flows) in  comparative  form the figures as at the end of and
for the comparable  periods of the preceding  fiscal year and to be
certified  by a Financial  Officer of the  Borrower in his capacity
as such as being to the best of his  knowledge  and belief  correct
and complete and as presenting  fairly the  consolidated  financial
position  and  results  of  operations  of  the  Borrower  and  its
Consolidated  Subsidiaries  in accordance  with generally  accepted
accounting  principles  (other  than the  omission  of the notes to
the   financial   statements   required   by   generally   accepted
accounting   principles)   applied  on  a  basis   consistent  with
previous  fiscal  years,  in each case  subject to normal  year-end
adjustments.

           (c)  Concurrently  with (a) and (b) above, a certificate
of  a  Financial  Officer  of  the  Borrower,   certifying  in  his
capacity as such  (i) that to the best of his  knowledge and belief
no Event of  Default,  or event  which with notice or lapse of time
or both  would  constitute  such an Event of  Default  or event has
occurred,  and,  if so,  specifying  the nature and extent  thereof
and  specifying  any  corrective  action  taken or  proposed  to be
taken  with  respect   thereto,   (ii) that  to  the  best  of  his
knowledge  and  belief  the  Borrower  is in  compliance  with  the
covenants   set   forth  in   Sections   6.09,   6.10   and   6.11,
(iii) setting    forth   in    reasonable    detail    calculations
demonstrating  compliance with  Sections 6.01(x),  6.02,  6.04, and
6.06(c),  and  (iv) setting  forth the  calculation  in  reasonable
detail of the  Consolidated  Interest  Coverage Ratio as at the end
of such fiscal  quarter and for the period of four fiscal  quarters
then ended treated as a single  accounting  period,  and any change
in  pricing  anticipated  to  become  effective  pursuant  to  such
notice.  In furtherance of the foregoing  Clauses (ii),  (iii), and
(iv),   Borrower   shall  furnish  to  the  Banks  a   certificate,
substantially   in  the   form   of   Exhibit   H  (a   "Compliance
Certificate"),  evidencing  such  compliance and setting forth such
calculations.



D4



           (d)  Promptly upon their becoming  available,  copies of
all financial  statements,  reports,  notices and proxy  statements
sent or made  available  generally  by the  Borrower  to its public
security  holders,  of all  regular  and  periodic  reports and all
registration  statements  and  prospectuses,  if any,  filed by the
Borrower with any  securities  exchange or with the  Securities and
Exchange  Commission,  or any comparable foreign bodies, and of all
press releases and other  statements  made  available  generally by
any of them to the public concerning  material  developments in the
business of the Borrower.

           (e)  Promptly,   from   time   to   time,   such   other
information   regarding  the   financial   condition  and  business
operations  of the Borrower and its  Consolidated  Subsidiaries  as
any Bank may  reasonably  request  (with a copy of any such written
information provided to the Administrative Agent).

           SECTION  5.06.  Defaults  and  Other  Notices.  Give the
Administrative  Agent  prompt (but in any event not later than five
Business  Days after an officer of the Borrower  shall become aware
of the occurrence of such event) written notice of the following:

           (a)  any  Event of  Default  and any  event  which  with
      notice or lapse of time or both would  constitute an Event of
      Default; and

           (b)  any  development  (other than those specified above
      as  to  which  the  Administrative  Agent  has  received  due
      notice)   which  has  resulted  in,  or  which  the  Borrower
      reasonably  believes  will  result  in,  a  material  adverse
      change in the  business,  assets,  liabilities  or  financial
      condition of the Borrower and its  Consolidated  Subsidiaries
      taken as a whole or the  ability of the  Borrower  to perform
      its obligations hereunder.

           SECTION   5.07.   ERISA.   (a) Comply  in  all  material
respects  with the  applicable  provisions  of ERISA  and the Code,
(b) cause all Plans to be  funded in  accordance  with the  minimum
funding  standards  of the Code and  ERISA,  and  cause all due and
owing  contributions  to  be  made  to  Multiemployer   Plans,  and
(c) furnish  to the  Administrative  Agent (i) as soon as possible,
and in any event  within 30 days after any officer of the  Borrower
or any of its  ERISA  Affiliates  knows or has  reason to know that
any  Reportable  Event with respect to any Plan has  occurred  that
alone or together with any other  Reportable  Event with respect to
the same or another  Plan could  reasonably  be  expected to result
in  liability  of the  Company to the PBGC in an  aggregate  amount
exceeding  $5,000,000,  a statement of a Financial  Officer setting
forth details as to such  Reportable  Event and the action that the
Borrower  proposes to take with respect  thereto,  together  with a
copy of the notice of such  Reportable  Event, if any, given to the
PBGC,  (ii) promptly  after receipt  thereof,  a copy of any notice
the  Borrower or any of its ERISA  Affiliates  may receive from the
PBGC  relating to the  intention of the PBGC to terminate  any Plan
or Plans or to  appoint  a trustee  to  administer  any such  Plan,
(iii) within 10  days  after a filing  with the  PBGC  pursuant  to
Section 412(n)  of the  Code  of a  notice  of  failure  to  make a
required  installment  or other  payment  with respect to a Plan, a
statement of a Financial  Officer  setting forth details as to such
failure  and the action  that the  Borrower  proposes  to take with
respect  thereto,  together with a copy of such notice given to the
PBGC  and  (iv) promptly  and in any  event  within  30 days  after
receipt  thereof  by the  Borrower  or any of its ERISA  Affiliates
from the sponsor of a Multiemployer Plan or Multiple Employer



D4



Plan,  a copy of each notice  received by the Borrower or any ERISA
Affiliate  of  the  Borrower   concerning   (A) the  imposition  of
Withdrawal  Liability by a Multiemployer  Plan or Multiple Employer
Plan in an  amount  exceeding  $5,000,000  or  (B) a  determination
that a  Multiemployer  Plan or  Multiple  Employer  Plan is,  or is
expected to be,  terminated or in  reorganization,  both within the
meaning  of  Title  IV of  ERISA,  and  which,  in  each  case,  is
expected to result in an increase  in annual  contributions  of the
Borrower  or any of its  ERISA  Affiliates  to  such  Multiemployer
Plan or Multiple Employer Plan in an amount exceeding $5,000,000.

           SECTION   5.08.   Access  to   Premises   and   Records.
Maintain   the   financial   records  of  the   Borrower   and  its
Consolidated  Subsidiaries  in accordance  with generally  accepted
accounting  principles and permit  representatives  of the Banks to
have access,  at all reasonable  times upon reasonable  notice,  to
the Borrower and any of its  Subsidiaries  and their properties and
to make such  excerpts  from such  financial  books and  records as
such   representatives   reasonably  request  and  to  discuss  the
business,   operations,   properties   and   financial   and  other
condition of the Borrower and such  Subsidiaries  with officers and
employees   of  the  Borrower   and  such   Subsidiaries   and  the
independent   certified   public   accountants   of  the  Borrower;
provided that no Bank shall purchase,  sell or otherwise acquire or
dispose  of any  interest  in a  security  of the  Borrower  in the
public markets on the basis of any material  nonpublic  information
so obtained.

           SECTION 5.09.  Compliance  with Laws,  etc. The Borrower
and its  Subsidiaries  shall comply in all material  respects  with
the  requirements of all applicable  laws,  rules,  regulations and
orders of any  Governmental  Authority,  except to the extent  that
the  failure  to do so would  not have a  material  adverse  effect
upon  the  business,  assets,  liabilities,   financial  condition,
results  of  operations  or  prospects  of  the  Borrower  and  its
Subsidiaries  taken as a whole or on the  ability  of the  Borrower
or any  Guarantor  to perform its  obligations  hereunder  or under
any other  Fundamental  Document.  If any authorization or approval
or other action by, or notice to or filing with,  any  Governmental
Authority is required for the  performance  by the Borrower of this
Agreement or any other  Fundamental  Document,  the  Borrower  will
promptly  obtain  such  approval  or make such notice or filing and
shall provide  satisfactory  evidence thereof to the Administrative
Agent.

           SECTION  5.10.  Security  Interests.  If any property of
the  Borrower  or any of its  Subsidiaries,  whether  now  owned or
hereafter  acquired,  is  subjected  to any Lien not  permitted  by
Section 6.01,  the  Borrower  will make,  or will cause to be made,
effective  provision  whereby  the  Obligations  shall  be  secured
equally  and  ratably  with all other  obligations  secured by such
Lien,  and, if such  provision is not made,  an equitable  lien, so
equally and ratably securing the  Obligations,  shall exist on such
property  to the full extent  permitted  under  applicable  law; it
being   understood   that  the  Borrower's   compliance   with  the
provisions of this Section 5.10  shall not, in any way,  constitute
a cure by the  Borrower or a waiver by the Banks of the  Borrower's
failure to perform or observe any of the  covenants  or  agreements
in Section 6.01.

           SECTION  5.11.  Subsidiary  Guarantors.   Promptly  upon
any  person   incorporated   in  the  United   States   becoming  a
Subsidiary  that is a Material  Subsidiary,  or upon any Subsidiary
incorporated in the United States  becoming a Material  Subsidiary,
the  Borrower  agrees  that it or the  other  direct  owner of such
Subsidiary  shall cause such  Subsidiary to sign such an instrument
substantially in the form of



D4



Exhibit G  hereto,  under  which  such  Subsidiary  shall  become a
party  hereto  and  to  the  Contribution   Agreement,   the  other
Fundamental  Documents (to the extent that  Guarantors  are parties
thereto),  and  the  Intercreditor  Agreement,  in  each  case as a
Guarantor,  and assume all  obligations  of a  Guarantor  under the
Credit   Agreement,   all   in  a   manner   satisfactory   to  the
Administrative  Agent  and  its  counsel;  provided,  however,  the
Borrower  shall  be  permitted  at any  time  to  cause  any of its
Subsidiaries  not then  subject  to this  Section 5.11  to become a
party to this  Agreement and the other  agreements  set forth above
in accordance with the  requirements  hereof,  and provided further
that,  in the case of any  additional  Guarantor  that is organized
under the laws of a  jurisdiction  other than the United  States or
a state thereof,  the  Administrative  Agent on behalf of the Banks
and itself shall have  received an opinion of counsel,  admitted to
practice  in  the  relevant  foreign  jurisdiction,   in  form  and
substance satisfactory to the Administrative Agent.

           SECTION   5.12.    Environmental   Laws.   (a)  Promptly
notify the  Administrative  Agent  upon any  Senior  Officer of the
Borrower  becoming  aware of any violation or  noncompliance  with,
or  liability  under  any  Environmental  Laws  which,  when  taken
together  with all other  pending  violations  would  reasonably be
expected  to  be  materially   adverse  to  the  Borrower  and  the
Consolidated  Subsidiaries  taken as a whole,  and promptly furnish
to the  Administrative  Agent all  notices of any nature  which the
Borrower or any  Consolidated  Subsidiaries  may  receive  from any
Governmental   Authority  or  other  Person  with  respect  to  any
violation,   or  potential  violation  or  noncompliance  with,  or
liability  or  potential  liability  under any  Environmental  Laws
which,  in any case or when  taken  together  with  all such  other
notices,  would  reasonably be expected to have a material  adverse
effect on the Borrower and the Consolidated  Subsidiaries  taken as
a whole.

           (b)  Comply  with and use  reasonable  efforts to ensure
compliance  by all tenants and  subtenants  with all  Environmental
Laws,  and  obtain  and comply in all  material  respects  with and
maintain  and use  reasonable  efforts to ensure  that all  tenants
and  subtenants  obtain and comply in all  material  respects  with
and  maintain any and all  licenses,  approvals,  registrations  or
permits required by Environmental Laws.

           (c)  Conduct and complete all  investigations,  studies,
sampling and testing,  and all remedial,  removal and other actions
required under all  Environmental  Laws and promptly  comply in all
material  respects  with all lawful  orders and  directives  of all
Governmental Authorities.

           (d)  Defend,    indemnify    and   hold   harmless   the
Administrative   Agent  and  the   Banks,   and  their   respective
employees,  agents,  officers and  directors,  from and against any
claims,  demands,  penalties,   fines,  liabilities,   settlements,
damages,  costs and expenses of whatever  kind or nature,  known or
unknown,  contingent  or  otherwise,  arising out of, or in any way
related   to  the   violation   of  or   noncompliance   with   any
Environmental  Laws,  or any  orders,  requirements  or  demands of
Governmental  Authorities  related  thereto,   including,   without
limitation,    reasonable    attorney    and    consultant    fees,
investigation  and  laboratory  fees,  court  costs and  litigation
expenses, but excluding therefrom all claims,  demands,  penalties,
fines,  liabilities,   settlements,  damages,  costs  and  expenses
arising  out of or  resulting  from  (i) the  gross  negligence  or
willful  misconduct of such  indemnified  party or (ii) any acts or
omissions   of  any   indemnified   party   occurring   after  such
indemnified  party is in  possession  of, or controls the operation
of, any property or asset.

           SECTION  5.13.  Existing  Credit  Agreements.  Terminate
the Existing  Multicurrency  Revolving  Credit Agreement as soon as
practicable.



D4



           SECTION   5.14.   Senior  Debt   Status.   Maintain  the
Obligations  on at least a pari passu  basis in priority of payment
with  all  other  Indebtedness  of  Borrower  and  the  Guarantors,
except  with  respect  to  Indebtedness  to the  extent  secured by
Liens permitted by Section 6.01.

                   ARTICLE VI NEGATIVE COVENANTS

           The Borrower  covenants  and agrees with the Banks that,
so long as this  Agreement  shall remain in effect or the principal
of or  interest  on  any  Note  or any  other  expenses  or  amount
payable  hereunder  shall  be  unpaid  or  the  Commitments  are in
effect,  unless the Required  Banks  otherwise  consent in writing,
it  will  not,  and  it  will  not  cause  or  permit  any  of  its
Subsidiaries, directly or indirectly, to:

           SECTION 6.01.  Liens.  Incur,  create or permit to exist
any Lien on (or sale and  leaseback  transaction  with  respect to)
any  property,  assets or stock owned or hereafter  acquired by the
Borrower or any of its  Subsidiaries,  other than Liens in favor of
the Administrative Agent for the benefit of the Banks and:

           (i) Liens  for  taxes,   assessments   or   governmental
      charges or levies not yet  delinquent or  thereafter  payable
      without   penalty   for   nonpayment   or  (if   foreclosure,
      distraint,  sale or other similar  proceedings shall not have
      been  commenced)   being  contested  in  good  faith  and  by
      appropriate  actions or  proceedings  promptly  initiated and
      diligently  conducted,  if such reserve or other  appropriate
      provision,   if  any,  as  shall  be  required  by  generally
      accepted accounting principles shall have been made therefor;

           (ii) Liens  of  carriers,  warehousemen,  mechanics  and
      materialmen  incurred in the ordinary  course of business for
      sums  not yet due or being  contested  in good  faith  and by
      appropriate  actions or  proceedings  promptly  initiated and
      diligently  conducted,  if such reserve or other  appropriate
      provision,   if  any,  as  shall  be  required  by  generally
      accepted accounting principles shall have been made therefor;

           (iii) Liens  incurred or deposits  made in the  ordinary
      course   of   business,    in   connection    with   workers'
      compensation,   unemployment   insurance   and  other  social
      security,  or to secure  the  performance  of bids,  tenders,
      leases,  contracts  (other  than the  repayment  of  borrowed
      money),  statutory  obligations,  surety,  customs and appeal
      bonds;

           (iv) zoning    restrictions,     easements,    licenses,
      reservations,  provisions,  covenants,  conditions,  waivers,
      restrictions   on  the  use  of  real   property   or   minor
      irregularities  of title to real  property  (and with respect
      to   leasehold   encumbrances   or   interests,    mortgages,
      obligations,  liens and other encumbrances incurred, created,
      assumed or  permitted  to exist and  arising  by,  through or
      under or  asserted  by a  landlord  or  owner  of the  leased
      property,  with or without  consent of the  lessee),  none of
      which  materially  impairs  the  use of any  parcel  of  real
      property  material to the  operation  of the  business of the
      owner  thereof or the value of such  property for the purpose
      of such business;

           (v) Liens  securing  purchase money  Indebtedness of the
      Borrower and its Subsidiaries  provided;  that (A) such Liens
      shall not  encumber  any  property  other  than the  property
      acquired,  (B) the  Indebtedness  secured  thereby  does  not
      exceed the  purchase  price of such  property,  and  (C) such
      transaction does not otherwise violate this Agreement;



D4



           (vi) Liens upon assets of a corporation  existing at the
      time such  corporation  is merged into or  consolidated  with
      the  Borrower  or  a  Subsidiary   or  at  the  time  of  its
      acquisition  by the Borrower or a Subsidiary  or its becoming
      a Subsidiary;  provided that such Lien does not spread to any
      other  asset  at  any  time  owned  by  the  Borrower  or any
      Subsidiary;

           (vii) Liens  in  existence  on the date hereof which are
      listed in  Schedule 6.01  (which  Schedule  includes all such
      Liens   (other   than  Liens  of  the  types   described   in
      paragraphs (i)  through (v) above)  securing  obligations  in
      excess of $500,000);

           (viii) Liens  arising out of the renewal or refunding of
      any   Indebtedness  of  the  Borrower  and  its  Subsidiaries
      secured by Liens  permitted by the  foregoing;  provided that
      the aggregate  principal  amount of such  Indebtedness is not
      increased  and is not  secured by  additional  assets and the
      Indebtedness  secured  by the Lien is  permitted  under  this
      Agreement;

           (ix) Liens in connection with attachments,  judgments or
      awards   as  to  which  an   appeal   or  other   appropriate
      proceedings for contest or review are promptly  commenced and
      diligently   pursued   in  good   faith   (and  as  to  which
      foreclosure and other enforcement  proceedings shall not have
      been commenced (unless fully bonded or otherwise  effectively
      stayed)); and

           (x) other  Liens on assets with an aggregate  book value
      for all such  assets  subject  to Liens,  which when added to
      the  aggregate  book  value  of  assets  subject  to Sale and
      Leaseback Transactions  permitted under  Section 6.06(c),  do
      not at the time in  effect  exceed  10% of  Consolidated  Net
      Worth.

           SECTION  6.02.  Indebtedness.  Permit any of the foreign
Subsidiaries   or  any   domestic   Subsidiaries   which   are  not
Guarantors  hereunder  to  incur,  create,  assume,  become  or  be
liable  in any  manner  with  respect  to,  or  permit  any of such
Subsidiaries  to  permit or  suffer  to  exist,  any  Indebtedness,
unless  after  giving  effect  to  such   Indebtedness   the  total
Indebtedness  of all such  Subsidiaries  is no greater  than 15% of
Consolidated  Net  Worth;  provided,   however,  this  Section 6.02
shall  not  apply  to any  Subsidiary  which  becomes  a  Guarantor
hereunder in accordance with Section 5.11 hereof.

           SECTION 6.03. Mergers,  Consolidations,  Sales of Assets
and  Acquisitions.  Neither the  Borrower  nor any  Subsidiary  (in
one   transaction   or  series  of   transactions)   will  wind-up,
liquidate or dissolve its  affairs,  or enter into any  transaction
of merger or  consolidation,  or sell or  otherwise  dispose of all
or any part of its property or assets, except:

           (a) mergers   between  the  Borrower  and  a  Subsidiary
      (provided that Borrower  shall be the surviving  corporation)
      or between Subsidiaries;

           (b) sales   of   inventory,    marketable    securities,
      receivables  owed to a foreign  subsidiary and receivables of
      the Borrower or any  Subsidiary  from export  sales,  in each
      case in the ordinary course of business;

           (c) sales permitted pursuant to Section 6.06;



D4



           (d) subject to Section 6.03(e)  below, any merger (other
      than as described in (a) above),  consolidation,  dissolution
      or  liquidation;   provided,  however,  that  (i) immediately
      prior to and on a Pro  Forma  Basis  after  giving  effect to
      such  transaction no Default or Event of Default has occurred
      or is continuing,  (ii) if such transaction involves a Person
      other   than  the   Borrower   and  its   Subsidiaries,   the
      Administrative  Agent shall promptly receive a certificate of
      a  Financial  Officer of the  Borrower  confirming  that such
      transaction  complies with the requirements set forth in this
      section and (iii) if such transaction  involves the Borrower,
      the Borrower is the surviving entity;

           (e) a disposition of less than  substantially all of the
      assets  of the  Borrower  and its  Subsidiaries,  taken  as a
      whole,  (i) for  consideration  which  represents fair market
      value  (as  reasonably   determined  in  good  faith  by  the
      Borrower's  Board of Directors) or, at a price  determined by
      the  Board of  Directors  of the  Borrower  to be in the best
      interests  of the  Borrower  under  circumstances  where  the
      Board of  Directors  of Borrower  deems a sale on terms other
      than  fair  market  value to be in the best  interest  of the
      Borrower,  (ii) immediately prior to and on a Pro Forma Basis
      after giving effect  thereto,  no Event of Default or Default
      shall  have  occurred  and be  continuing  and  (iii) if  the
      transaction  involves  consideration  of $20,000,000 or more,
      the   Administrative   Agent   shall   promptly   receive   a
      certificate   of  a   Financial   Officer  of  the   Borrower
      confirming   that   such   transaction   complies   with  the
      requirements set forth in this section; and

           (f) acquisitions  of an  interest in any  business  from
      any Person (whether  pursuant to a merger,  an acquisition of
      stock,  assets, a business unit or otherwise);  provided that
      (i) immediately  prior  to and  on a Pro  Forma  Basis  after
      giving effect  thereto,  no Event of Default or Default shall
      have occurred and be continuing  and (ii) if the  transaction
      involves  consideration equal to or in excess of $10,000,000,
      the   Administrative   Agent   shall   promptly   receive   a
      certificate   of  a   Financial   Officer  of  the   Borrower
      confirming   that   such   transaction   complies   with  the
      requirements set forth in this section.

           SECTION  6.04.   Change  of  Business.   Engage  in  any
business  activities  other than those related or incidental to its
present   business   activities,   namely,   the   manufacture  and
wholesale   distribution  of  (i) dental  supplies  and  equipment,
(ii) medical/industrial  supplies  and  equipment  and  (iii) other
healthcare  products;  provided that (x) the  business  activities,
described  in  clause (iii)  shall not at any time  represent  more
than 20% of the  Consolidated  Net Income of the  Borrower  and the
Subsidiaries  as of the end of the  then  most  recently  completed
fiscal year of the  Borrower,  and (y) the  assets of the  business
activities   described  in  clause  (iii) shall  not  at  any  time
represent  more  than  20%  of  the  Consolidated   assets  of  the
Borrower and the Subsidiaries.

           SECTION  6.05.   Transactions  with  Affiliates.   Enter
into any  transactions  with or provide  any  employee  benefits to
any Affiliate of the Borrower or any  Subsidiary  except (a) in the
ordinary  course of business and upon fair and reasonable  terms no
less  favorable  than  the  Borrower  or the  Subsidiary  concerned
could,  in the good  faith  judgment  of senior  management  of the
Borrower,  obtain or could  become  entitled to in an  arm's-length
transaction  with a person or entity  which was not an Affiliate of
the Borrower or such  Subsidiary,  (b) transactions  involving  the
Borrower    and    one   or    more    Subsidiaries    exclusively,
(c) transactions  involving two or more  Subsidiaries  exclusively,
(d) transactions  with the ESOP or other similar  foreign  employee
stock  ownership  plans of  Subsidiaries  of the Borrower  which do
not   materially   and  adversely   affect  the  interests  of  the
Administrative   Agent  or  the   Banks   under   the   Fundamental
Documents,  and  (e) transactions   otherwise  expressly  permitted
hereunder.



D4



           SECTION  6.06.  Sale  and  Leaseback.   Enter  into  any
arrangement,  directly or  indirectly,  with any person  whereby it
shall sell or transfer  any  property,  whether  real or  personal,
and  used  or  useful  in  its  business,   whether  now  owned  or
hereafter  acquired,  if the Borrower or any of its Subsidiaries at
the  time  of  such  sale  or  disposition   intends  to  lease  or
otherwise   acquire  the  right  to  use  or  possess   (except  by
purchase)  such  property  or  like  property  for a  substantially
similar purpose (a "Sale and Leaseback Transaction") except:

           (a) the Des Plaines Lease;

           (b) for  any such  Sale  and  Leaseback  Transaction  in
      which the  property is sold by the  Borrower to a  Subsidiary
      or by a Subsidiary to the Borrower or another Subsidiary; or

           (c) the  Borrower or any  Subsidiary  may enter into any
      Sale and  Leaseback  Transaction  if (i) at  the time of such
      Sale  and  Leaseback  Transaction  no  Default  or  Event  of
      Default  shall  have  occurred  and be  continuing,  (ii) the
      proceeds  from  the  sale of the  subject  property  shall be
      equal to not  less  than 80% of its  fair  market  value  (as
      reasonably  determined by the Borrower's  Board of Directors)
      and  (iii) after  giving  effect to such  Sale and  Leaseback
      Transaction,  the  aggregate  book value of all assets of the
      Borrower and the  Subsidiaries  subject to Sale and Leaseback
      Transactions  when  added  to the  aggregate  book  value  of
      assets subject to Liens permitted under  Section 6.01(x)  and
      excluding  those described in  paragraphs (a)  and (b) above,
      shall not at any time exceed 10% of Consolidated Net Worth.

           SECTION  6.07.   Dividends  by   Subsidiaries.   Create,
incur,  assume  or  permit to exist  any  agreement  or  instrument
which has the  effect of  restricting  or  prohibiting  the  power,
authority or legal right of such  Subsidiary  to declare or pay any
dividend or other  distribution  other  than,  prior to the Closing
Date, the Existing Credit Agreements.

           SECTION 6.08.  Amendments to Certain  Documents.  Amend,
modify or  otherwise  change  (a) any  covenant or event of default
in any material  indenture or other material  agreement or material
instrument   relating  to  any   Indebtedness  or  (b) any  of  its
constitutive  documents,  in either  case in any manner  materially
adverse to the interests of the  Administrative  Agent,  the Banks,
or the Issuing Bank under the Fundamental Documents.

           SECTION 6.09.  Minimum  Consolidated  Net Worth.  Permit
Consolidated   Net   Worth   at   any   time   to  be   less   than
(x) $450,000,000 plus (y) 25% of aggregate  Consolidated Net Income
for each full  fiscal  quarter  for  which  such  Consolidated  Net
Income is  positive  that  shall  have been  completed  during  the
period from the Closing Date to the date of determination.

           SECTION   6.10.    Interest    Coverage.    Permit   the
Consolidated  Interest  Coverage  Ratio  at the  end of any  fiscal
quarter  to be less  than  3.5 to 1.0 for the  period  of the  four
consecutive   fiscal  quarters  then  ended  treated  as  a  single
accounting period.

           SECTION 6.11.  Debt Ratio.



D4



           (a) In the event that the  Proposed  Acquisition  occurs
no later than  August 30,  2001,  then upon and after the  Proposed
Acquisition,  permit  the  Debt  Ratio  at any  such  time  through
December  31,  2002,  to be greater  than 0.60 to 1.0 or permit the
Debt  Ratio at any time  after  December  31,  2002,  to be greater
than 0.50 to 1.0.

           (b)  Prior to the date of the  Proposed  Acquisition  or
      in the event that the Proposed  Acquisition does not occur by
      August  30,  2001,  permit  the Debt  Ratio at any such  time
      through the first  anniversary  of the date of this Agreement
      to be  greater  than 0.55 to 1.0 or permit  the Debt Ratio at
      any time  after  the  first  anniversary  of the date of this
      Agreement to be greater than 0.50 to 1.0.

           SECTION  6.12.  Fiscal  Year.  Change its fiscal year or
modify or  change  accounting  treatments  or  reporting  practices
except as otherwise  permitted  or required by  generally  accepted
accounting principles.

                   ARTICLE VII EVENTS OF DEFAULT

           In the  case of the  happening  of any of the  following
events (hereinafter called "Events of Default"):

           (a) any  representation or warranty made by the Borrower
      or any of the  Guarantors in connection  with this  Agreement
      or any other  Fundamental  Document or with the execution and
      delivery  of the  Notes or the  borrowings  hereunder  or any
      statement or representation made in any report,  certificate,
      financial  statement  or other  instrument  furnished  by the
      Borrower or any of the  Guarantors to the Banks,  the Issuing
      Bank or the  Administrative  Agent pursuant to this Agreement
      or any other  Fundamental  Document  shall prove to have been
      false or  misleading  in any  material  respect  when made or
      delivered;

           (b) default   shall  be  made  in  the  payment  of  the
      principal  of or interest on any Note or of any fees or other
      amounts  payable by the Borrower  hereunder,  when and as the
      same shall  become due and  payable,  whether at the due date
      thereof  or at a date  fixed  for  prepayment  thereof  or by
      acceleration  thereof  or  otherwise,  and,  in the  case  of
      interest,  such default shall  continue  unremedied  for five
      Business Days;

           (c) default  shall be made with  respect to the  payment
      of any amount due under any  agreement  or other  evidence of
      Indebtedness  for  borrowed  money  (other than the Notes) of
      the  Borrower  or  any of the  Subsidiaries  in an  aggregate
      outstanding  principal  amount of $10,000,000 or more; or any
      other  default  shall  be  made  with  respect  to  any  such
      Indebtedness   and  such   Indebtedness   shall   have   been
      accelerated   so  that  any   payment   in  respect  of  such
      Indebtedness  shall be or become due prior to its maturity or
      scheduled due date;

           (d) default  shall  be  made in the  due  observance  or
      performance  of any  covenant,  condition or agreement on the
      part of the  Borrower  on its own  behalf or on behalf of any
      of the  Subsidiaries  or any of the  Guarantors  contained in
      Article VI or Article VIII hereof;  provided that in the case
      of  a  default  under  Section 6.01,  resulting  solely  from
      incurrence  of  a  prohibited   obligation  by  a  Subsidiary
      without  the  approval  or  knowledge  of any  officer of the
      Borrower, such default shall continue unremedied for 30 days;



D4



           (e) the   guaranty  under   Article VIII   hereof  shall
      (i) not  remain in full force and effect,  be  declared  null
      and void or shall not be  enforceable  against the Guarantors
      in accordance  with its terms and such guaranty  shall not be
      reinstated  to  full  force  and  effect  and  enforceability
      against the  Guarantors in  accordance  with its terms within
      30 days or (ii) be  disaffirmed or repudiated by the Borrower
      or any such Guarantor;

           (f) default  shall  be  made in the  due  observance  or
      performance of any other covenant,  condition or agreement to
      be observed or  performed  by the  Borrower on its own behalf
      or on  behalf  of  any  of  the  Subsidiaries  or  any of the
      Guarantors  pursuant  to the  terms  hereof  or of any  other
      Fundamental   Document  and  such  default   shall   continue
      unremedied  for a period  equal  to the sum of 30 days  after
      such failure  shall have first  occurred  plus an  additional
      three Business Days;

           (g) the  Borrower  or  any  Material   Subsidiary  shall
      (i) voluntarily  commence any proceeding or file any petition
      seeking  relief  under Title 11 of the United  States Code or
      any other federal or state bankruptcy,  insolvency or similar
      law  now  or  hereafter  in  effect,   (ii) consent   to  the
      institution  of,  or  fail  to  controvert  in a  timely  and
      appropriate  manner, any such proceeding or the filing of any
      such petition,  (iii) apply for or consent to the appointment
      of a receiver,  trustee,  custodian,  sequestrator or similar
      official for the Borrower or any such Material  Subsidiary or
      for a substantial  part of its property,  (iv) file an answer
      admitting  the  material  allegations  of  a  petition  filed
      against  it  in  any  such  proceeding,  (v) make  a  general
      assignment for the benefit of creditors,  (vi) become unable,
      admit in writing its  inability or fail  generally to pay its
      debts as they become due or (vii) take  corporate  action for
      the purpose of effecting any of the foregoing;

           (h) an  involuntary  proceeding shall be commenced or an
      involuntary  petition  shall be filed in a court of competent
      jurisdiction  seeking  (i) relief  in respect of the Borrower
      or any Material  Subsidiary,  or of a substantial part of its
      property,  under  Title 11 of the United  States  Code or any
      other federal or state bankruptcy,  insolvency or similar law
      now  or  hereafter  in  effect,  (ii) the  appointment  of  a
      receiver,   trustee,   custodian,   sequestrator  or  similar
      official for the Borrower or such Material  Subsidiary or for
      a  substantial  part of its property or (iii) the  winding-up
      or liquidation  of the Borrower or such Material  Subsidiary;
      and such  proceeding or petition shall  continue  undismissed
      for 60 days or an order or decree  approving  or ordering any
      of the foregoing  shall  continue  unstayed and in effect for
      30 days;

           (i) a final  judgment  for the  payment of money  (which
      alone,   or  when  aggregated  with  all  other  such  unpaid
      judgments to the extent not fully  covered by insurance  from
      financially   sound  and  reputable   insurers   against  the
      Borrower  and  its   Subsidiaries   at  such  time,   is  for
      $10,000,000  or more) shall be rendered  against the Borrower
      or  any  of  the  Subsidiaries  and  the  same  shall  remain
      undischarged  for a period of 60 days or any  action is taken
      by the judgment creditor to levy thereon;



D4



           (j)  a  Reportable  Event  or  Reportable  Events,  or a
      failure to make a required  payment  (within  the  meaning of
      Section 412(n)(1)(A)  of the Code) shall have  occurred  with
      respect to any one or more Plans or Multiemployer  Plans that
      reasonably  could be expected to result in  liability  of the
      Borrower  to the  PBGC  or to a Plan in an  aggregate  amount
      exceeding   $10,000,000   and,   within  30  days  after  the
      reporting of any such Reportable Event to the  Administrative
      Agent or after the  receipt  by the  Administrative  Agent of
      the  statement  required  pursuant  to   Section 5.07(b)(iii)
      hereof,  the  Administrative  Agent shall have  notified  the
      Borrower in writing that (i) the  Required  Banks have made a
      determination  that, on the basis of such Reportable Event or
      Reportable  Events or the  receipt of such  statement,  there
      are reasonable  grounds  (A) for the termination of such Plan
      or Plans by PBGC,  (B) for the appointment by the appropriate
      United States  District Court of a trustee to administer such
      Plan or Plans or (C) for  the  imposition  of a Lien in favor
      of a Plan and  (ii) as a result  thereof  an Event of Default
      exists  hereunder;  or a  trustee  shall  be  appointed  by a
      United States  District  Court to administer any such Plan or
      Plans; or the PBGC shall  institute  proceedings to terminate
      any Plan or Plans;

           (k)   (i) the  Borrower  or any of its ERISA  Affiliates
      shall have been  notified by the  sponsor of a  Multiemployer
      Plan  or  Multiple   Employer   Plan  that  it  has  incurred
      Withdrawal  Liability to such  Multiemployer Plan or Multiple
      Employer Plan,  (ii) the Borrower or any such ERISA Affiliate
      does  not  have   reasonable   grounds  for  contesting  such
      Withdrawal  Liability  and  is not in  fact  contesting  such
      Withdrawal  Liability in a timely and appropriate manner, and
      (iii) the  amount of such Withdrawal  Liability  specified in
      such notice,  when aggregated with all other amounts required
      to be paid  to  Multiemployer  Plans  and  Multiple  Employer
      Plans in connection with Withdrawal  Liabilities  (determined
      as of the  date  or  dates  of  such  notification),  exceeds
      $10,000,000  or requires  payments  exceeding  $10,000,000 in
      any year;

           (l)  the Borrower or any of its ERISA  Affiliates  shall
      have been notified by the sponsor of a Multiemployer  Plan or
      Multiple  Employer  Plan  that  such  Multiemployer  Plan  or
      Multiple  Employer  Plan  is in  reorganization  or is  being
      terminated,  within  the  meaning  of Title IV of  ERISA,  if
      solely as a result of such  reorganization or termination the
      aggregate annual  contributions of the Borrower and its ERISA
      Affiliates to all  Multiemployer  Plans and Multiple Employer
      Plans  that are then in  reorganization  or have  been or are
      being  terminated  have  been or will be  increased  over the
      amounts  required  to be  contributed  to such  Multiemployer
      Plans for their  most  recently  completed  plan  years by an
      amount exceeding $10,000,000 in any year; or

           (m) (i) a  person  or  two or  more  persons  acting  in
      concert  (excluding  the ESOP and any other  person who holds
      5% or more of the  outstanding  shares of voting stock of the
      Borrower as of the Closing  Date)  shall  acquire  beneficial
      ownership   (within   the   meaning  of  Rule  13d-3  of  the
      Securities  and  Exchange  Commission  under  the  Securities
      Exchange  Act of  1934) of more  than 40% of the  outstanding
      shares  of  voting  stock  of  the   Borrower,   or  (ii) the
      individuals  who, as of such Closing Date, are members of the
      Board of Directors of the Borrower  (the  "Incumbent  Board")
      shall  cease to  constitute  at least a majority of the Board
      of Directors of the Borrower;  provided, however, that if the
      election,  or nomination for election of any new director was
      approved  by a vote of at least a majority  of the  Incumbent
      Board or any nominating committee thereof,  such new director
      shall, for purposes hereof,  be considered as a member of the
      Incumbent Board;



D4



           then,   and  in  every   such  event  and  at  any  time
      thereafter   during  the  continuance  of  such  event,   the
      Administrative  Agent may (unless,  in the case of each Event
      of Default other than that specified in paragraph (b)  above,
      the  Required  Banks  shall have waived such Event of Default
      in  writing,  and,  in  the  case  of  an  Event  of  Default
      specified  in  paragraph (b)  above,  each of the Banks shall
      have  waived  such Event of Default in  writing),  and,  upon
      direction of the Required  Banks,  will by written  notice to
      the Borrower,  take any of the following actions, at the same
      or  different  times:   (i) terminate   the  Commitments  and
      (ii) declare  the  Notes  to be  forthwith  due and  payable,
      whereupon  the  Notes and all other  fees and  amounts  owing
      hereunder shall become forthwith due and payable,  both as to
      principal and interest, without presentment,  demand, protest
      or any  other  notice of any  kind,  all of which are  hereby
      expressly waived,  anything  contained herein or in the Notes
      to  the   contrary   notwithstanding.   Notwithstanding   the
      foregoing,  if an Event of Default specified in paragraph (g)
      or  (h)  above  occurs  with  respect  to the  Borrower  or a
      Guarantor,   the  Notes  shall  become  immediately  due  and
      payable,  both as to  principal  and  interest,  without  any
      action by the Administrative  Agent and without  presentment,
      demand,  protest  or any other  notice  of any  kind,  all of
      which are hereby expressly waived,  anything contained herein
      or in the Notes to the contrary notwithstanding.

                       ARTICLE VIII GUARANTY

           SECTION  8.01.  Guaranty.  (a)  Each  Guarantor  hereby,
jointly and severally,  unconditionally and irrevocably  guaranties
to the Banks (for purposes of this  Article VIII,  the defined term
"Bank" shall be deemed to include the Issuing  Bank as  applicable)
and the  Administrative  Agent the due and punctual  payment by and
performance  of the  Obligations  (including  interest  accruing on
and  after  the   filing  of  any   petition   in   bankruptcy   or
reorganization   of  the   applicable   obligor   whether   or  not
post-filing   interest  is  allowed  in  such  proceeding)  by  the
Borrower.

           (b)  Each  Guarantor waives notice of acceptance of this
guaranty and also waives  presentation  to,  demand of payment from
and protest to the Borrower of any of the  Obligations,  as well as
notice of protest for  nonpayment  and all other  formalities.  The
obligations  of each Guarantor  hereunder  shall not be affected by
(i) the  failure  of  the  Administrative  Agent  or the  Banks  to
assert  any  claim or  demand  or to  enforce  any  right or remedy
against the Borrower  under this  Agreement or otherwise;  (ii) any
extension  or  renewal  of  any  of  the   Obligations;   (iii) any
rescission,  waiver,  amendment or modification of any of the terms
or  provisions  of  this  Agreement  or  any  other   agreement  or
instrument;  (iv) the  taking or  release of any  security  held by
the Banks or the  Administrative  Agent for the  performance of any
of the  Obligations;  (v) the failure of the  Administrative  Agent
or the Banks to exercise  any right or remedy  against the Borrower
or  any  other  guarantor  of the  Obligations;  (vi) any  stay  in
bankruptcy or insolvency  proceedings  of the Borrower or any other
Person;   or  (vii) the   release  or  substitution  of  any  other
Guarantor.

           (c)  Each    Guarantor   agrees   that   this   guaranty
constitutes  a guaranty of payment  when due and not of  collection
and  waives  any  right to  require  that any  resort be had by the
Banks  or  the  Administrative  Agent  to  any  security  held  for
payment  of the  Obligations  or to  any  balance  of  any  deposit
account  or credit on the books of the Banks or the  Administrative
Agent in favor of the Borrower or any other person.



D4



           SECTION   8.02.   No   Impairment   of   Guaranty.   The
obligations  of each  Guarantor  hereunder  shall not be subject to
any  reduction,  limitation,  impairment  or  termination  for  any
reason,   including  any  claim  of  waiver,  release,   surrender,
alteration  or  compromise,   and  shall  not  be  subject  to  any
defense,   setoff,   counterclaim,    recoupment   or   termination
whatsoever   by   reason   of   the   invalidity,   illegality   or
unenforceability   of  the   Obligations   or  otherwise.   Without
limiting the generality of the foregoing,  the  obligations of each
Guarantor   hereunder  shall  not  be  discharged  or  impaired  or
otherwise   affected   by  the   failure   of  the   Banks  or  the
Administrative  Agent to assert  any claim or demand or to  enforce
any  remedy  under  this  Agreement  or  any  other   agreement  or
instrument,  by any waiver or  modification  of any  thereof by the
Banks or the  Administrative  Agent,  by any  default,  failure  or
delay,   willful  or   otherwise,   in  the   performance   of  the
Obligations  or by any  other  act or  omission  or delay to do any
other  act which  might in any  manner  or to any  extent  vary the
risk  of any  Guarantor  or  which  would  otherwise  operate  as a
discharge of a guarantor as a matter of law.

           SECTION  8.03.  Continuation  and  Reinstatement,   etc.
Each  Guarantor  further  agrees that this guaranty  shall continue
to be  effective  or be  reinstated,  as the case may be, if at any
time any payment on any  Obligation is rescinded or must  otherwise
be restored by the Banks upon the bankruptcy or  reorganization  of
the Borrower or otherwise.

           SECTION  8.04.  Payment,  etc.  (a)  In  furtherance  of
the  foregoing  and not in  limitation of any other right which the
Banks or the  Administrative  Agent  may  have at law or in  equity
against any  Guarantor  by virtue  hereof,  upon the failure of the
Borrower  to pay or  perform  any  Obligation  when and as the same
shall  become due,  whether at  maturity,  by  acceleration,  after
notice of prepayment or otherwise,  each Guarantor  hereby promises
to and will,  upon  receipt of  written  demand by the Banks or the
Administrative  Agent,  forthwith  pay,  or cause  to be  paid,  in
cash, to the  Administrative  Agent,  an amount equal to the sum of
(i) the unpaid principal amount of such  Obligations,  (ii) accrued
and  unpaid  interest  on  such  Obligations  and  (iii) all  other
unpaid  Obligations  of the  Borrower to the  Administrative  Agent
and the Banks.

           (b)  Each  Guarantor  agrees that to the fullest  extent
permitted  by  applicable  law,  all rights  against  the  Borrower
arising  as a result of any  payment  by any  Guarantor  under this
guaranty by way of right of subrogation  or otherwise  shall in all
respects  be junior  and  subordinate  in right of  payment  to the
prior  indefeasible  payment in full of all the  Obligations to the
Administrative  Agent for the  benefit of the  Banks.  If after the
Borrower  has  failed to pay any  Obligation  when due,  any amount
shall be paid to any  Guarantor  for the  account of the  Borrower,
such  amount  shall  be  held  in  trust  for  the  benefit  of the
Administrative   Agent   and  shall   forthwith   be  paid  to  the
Administrative  Agent on  behalf of the  Banks to be  credited  and
applied to the Obligations when due and payable.

           (c)  Each   Guarantor   waives   notice  of  and  hereby
consents  to  any  agreements  or  arrangements  whatsoever  by the
Banks or the  Administrative  Agent  with the  Borrower,  or anyone
else,   including   agreements   and   arrangements   for  payment,
extension,  subordination,  composition,  arrangement, discharge or
release  of the  whole or any part of the  Obligations,  or for the
discharge or surrender of any or all security,  or for  compromise,
whether by way of  acceptance  of part  payment or  otherwise,  and
the  same  shall  in  no  way  impair  such  Guarantor's  liability
hereunder.  Nothing  shall  discharge  or satisfy the  liability of
any Guarantor  hereunder  except the full  performance  and payment
of the Obligations.



D4



           SECTION  8.05.  Benefit to  Guarantors.  Each  Guarantor
acknowledges  that it has realized a direct  economic  benefit as a
result  of the  refinancing  of the  loans  outstanding  under  the
Existing  Credit  Agreements  of the Borrower and the  availability
to it of  Letters  of Credit  and the  proceeds  of Loans that have
been or may in the future be made hereunder.

           SECTION 8.06.  Modification to Conform to Law.

           (a) Without  limiting the  generality of Section  10.08,
to the  extent  that  applicable  law  (including  applicable  laws
pertaining  to  fraudulent  or  preferential   transfer)  otherwise
would  render  the  full  amount  of  the  Guarantor's  obligations
hereunder  invalid,  voidable,  or  unenforceable on account of the
amount of a Guarantor's  aggregate  liability  under this guaranty,
then,  notwithstanding  any other provision of this guaranty to the
contrary,  the aggregate  amount of such liability  shall,  without
any  further  action  by  the  Administrative  Agent  or any of the
Banks or such  Guarantor  or any  other  Person,  be  automatically
limited  and  reduced  to the  highest  amount  which is valid  and
enforceable  as  determined  in such  action or  proceeding,  which
(without  limiting  the  generality  of  the  foregoing)  may be an
amount which is equal to the greater of:

                (i) the fair  consideration  actually  received  by
such Guarantor  under the terms and as a result of the  Fundamental
Documents  (including the Contribution  Agreement) and the value of
the benefits  derived by such  Guarantor from credit granted to its
Affiliates and the  synergistic  benefits of such  affiliation  and
including distributions,  commitments,  and advances made to or for
the  benefit  of such  Guarantor  with the  proceeds  of any credit
extended under the Fundamental Documents, or

                (ii)  the  excess  of  (1) the  amount  of the fair
value  of the  assets  of such  Guarantor  (as of the  date of this
guaranty or other date relevant to the  applicable  law which would
render the full  amount of the  Guarantor's  obligations  hereunder
invalid,  voidable,  or  unenforceable)  determined  in  accordance
with  applicable  federal and state laws  governing  determinations
of  the   insolvency  of  debtors,   over  (2) the  amount  of  all
liabilities of such  Guarantor as of such date,  also as determined
on the basis of  applicable  federal and state laws  governing  the
insolvency of debtors.

           (b)  Notwithstanding  anything  to the  contrary in this
Article VIII,  the guaranty  hereby given in this  Agreement  shall
be  presumptively  valid and  enforceable  to its fullest extent in
accordance  with its  terms,  as if this  Section  8.06  were not a
part of this  guaranty,  and in any related  litigation  the burden
of  proof  shall  be  on  the  party   asserting  the   invalidity,
voidability,  or  unenforceability of any provision of this Article
VIII or asserting  any  limitation on any  Guarantor's  obligations
hereunder as to each element of such assertion.

           SECTION  8.07.  Additional   Guarantors.   At  any  time
after the initial  execution and delivery of this  Agreement to the
Administrative  Agent and the Banks,  additional Persons may become
parties  to this  guaranty  and  thereby  acquire  the  duties  and
rights of being  Guarantors  hereunder by executing and  delivering
to  the   Administrative   Agent  and  the  Banks  a  Joinder   and
Assumption  Agreement,  substantially  in the  form  of  Exhibit  G
hereto.  No  notice  of the  addition  of any  Guarantor  shall  be
required  to be  given  to  any  pre-existing  Guarantor  and  each
Guarantor   hereby   consents   thereto   and   affirms   that  its
obligations shall continue hereunder undiminished.



D4





                  ARTICLE IX ADMINISTRATIVE AGENT

           SECTION 9.01.  Appointment of  Administrative  Agent. In
order to expedite  the various  transactions  contemplated  by this
Agreement,  ABN  AMRO  Bank  N.V.  is  hereby  appointed  to act as
Administrative  Agent on  behalf  of the  Banks  (for  purposes  of
Article IX,  the  defined  term  "Bank"  shall be deemed to include
the   Issuing   Bank  as   applicable).   Each   Bank   irrevocably
authorizes  and  directs  the  Administrative  Agent  to take  such
action on behalf of such  Bank  under the terms and  provisions  of
this  Agreement  and  to  exercise  such  powers  hereunder  as are
specifically  delegated to or required of the Administrative  Agent
by the terms and  provisions  hereof,  together with such powers as
are   reasonably   incidental   thereto.   Without   limiting   the
generality  of the  foregoing,  each of the Banks hereby  agrees to
the   provisions   of   that   draft    Intercreditor    Agreement,
substantially  in  the  form  of  Exhibit  F,  and  authorizes  the
Administrative  Agent  to  execute  and  deliver  an  Intercreditor
Agreement  substantially  in  the  form  of  Exhibit  F for  and on
behalf of each of the Banks.

           SECTION 9.02.  Exculpation.  Neither the  Administrative
Agent  nor the  Documentation  Agent,  nor any of their  directors,
officers,  employees  or  agents  shall be  liable  as such for any
action  taken or  omitted by any of them  hereunder  except for its
or  his  own  gross  negligence  or  willful   misconduct,   or  be
responsible for any statement,  warranty or representation  herein,
or be required to ascertain or to make any inquiry  concerning  the
performance  or  observance  by the Borrower or the  Guarantors  of
any of the  terms,  conditions,  covenants  or  agreements  of this
Agreement.    Neither    the    Administrative    Agent   nor   the
Documentation  Agent shall be  responsible to the Banks for the due
execution,  genuineness,  validity, enforceability or effectiveness
of this Agreement or any other Fundamental  Document,  the Notes or
any  other  instrument  to  which  reference  is made  herein.  The
Administrative  Agent  may deem and  treat the payee of any Note as
the owner thereof for all purposes  hereof until written  notice of
transfer  shall have been filed with it. The  Administrative  Agent
shall promptly  notify the Borrower of any such notice  received by
such  Administrative  Agent. The Administrative  Agent shall in all
cases be fully protected in acting,  or refraining from acting,  in
accordance  with  written  instructions  signed by the Banks,  and,
except   as   otherwise    specifically   provided   herein,   such
instructions  and any  action  taken  or  failure  to act  pursuant
thereto  shall be binding on all of the Banks.  The  Administrative
Agent  shall,  in the  absence of  knowledge  to the  contrary,  be
entitled  to rely on any  paper or  document  believed  by it to be
genuine  and  correct and to have been signed or sent by the proper
person or  persons.  Neither  the  Administrative  Agent nor any of
its  directors,  officers,  employees  or  agents  shall  have  any
responsibility  to the  Borrower on account of the failure or delay
in  performance  or  breach  by any Bank of any of its  obligations
hereunder  or to any Bank on  account  of the  failure  or delay in
performance  or breach by any other Bank, or the  Borrower,  of any
of  their  respective   obligations   hereunder  or  in  connection
herewith.

           SECTION   9.03.    Consultation   with   Counsel.    The
Administrative  Agent may execute any and all duties  hereunder  by
or through  agents or employees  and shall be entitled to advice of
legal  counsel  selected by it with respect to all matters  arising
hereunder  and  shall  not  be  liable  for  any  action  taken  or
suffered  in good  faith by it in  accordance  with the  advice  of
such counsel.



D4



           SECTION 9.04. The  Administrative  Agent,  Individually.
With  respect to the Loans  made by it and the Notes  issued to it,
the  Administrative  Agent in its  individual  capacity  and not as
Administrative   Agent  shall  have  the  same  rights  and  powers
hereunder  and under any other  agreement as any other Bank and may
exercise the same as though it were not the  Administrative  Agent,
and  the  Administrative   Agent  and  its  affiliates  may  accept
deposits  from,  lend money to and generally  engage in any kind of
business  with the  Borrower  or any of the  Subsidiaries  or other
Affiliate  of the  Borrower  or any such  Subsidiary  as if it were
not the Administrative Agent.

           SECTION 9.05.  Reimbursement and  Indemnification.  Each
Bank  agrees  (i) to  reimburse  the  Administrative  Agent  in the
amount  of  such  Bank's   proportionate   share  of  any  expenses
incurred for the benefit of the Banks,  including  counsel fees and
compensation  of agents and  employees  paid for services  rendered
on  behalf  of the  Banks,  not  reimbursed  by the  Borrower,  and
(ii) to  indemnify and hold harmless the  Administrative  Agent and
any of its  directors,  officers,  employees or agents,  on demand,
in the amount of its  proportionate  share,  from and  against  any
and  all  liabilities,  obligations,  losses,  damages,  penalties,
actions,  judgments,  suits,  costs,  expenses or  disbursements of
any kind or nature  whatsoever  which may be imposed  on,  incurred
by or  asserted  against it or any of them in any way  relating  to
or arising out of this  Agreement,  or under the other  Fundamental
Documents  or any  action  taken  or  omitted  by it or any of them
under this Agreement or under the other Fundamental  Documents,  to
the extent  not  reimbursed  by the  Borrower;  provided,  however,
that no Bank shall be liable for any  portion of such  liabilities,
obligations,   losses,  damages,  penalties,   actions,  judgments,
suits,  costs,  expenses or disbursements  resulting from the gross
negligence  or willful  misconduct of the  Administrative  Agent or
any of its directors, officers, employees or agents.

           SECTION 9.06.  Resignation.  Subject to the  appointment
and  acceptance  of a  successor  Administrative  Agent as provided
below,  the  Administrative   Agent  may  resign  at  any  time  by
notifying  the Banks and the Borrower.  Upon any such  resignation,
and with the consent of the  Borrower  (which shall be deemed to be
granted  if  an  Event  of  Default  shall  have  occurred  and  be
continuing),  the Required  Banks shall have the right to appoint a
successor  Administrative  Agent which is a Bank  hereunder.  If no
successor  Administrative  Agent  shall have been so  appointed  by
such  Banks and shall  have  accepted  such  appointment  within 30
days after the  retiring  Administrative  Agent gives notice of its
resignation,   then  the  retiring  Administrative  Agent  may,  on
behalf of the  Banks,  appoint  a  successor  Administrative  Agent
having a combined  capital  and  surplus  of at least  $300,000,000
and  which  is  a  Bank  hereunder.  Upon  the  acceptance  of  any
appointment  as  Administrative  Agent  hereunder  by  a  successor
bank, such successor  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 any other  documents  executed  in  connection
herewith.    After   the   Administrative    Agent's    resignation
hereunder,  the  provisions of this  Article IX  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  Administrative  Agent.
At all times,  any  Administrative  Agent hereunder shall be a Bank
hereunder.

                      ARTICLE X MISCELLANEOUS



D4





           SECTION    10.01.    Notices.    Notices    and    other
communications  provided  for herein  shall be in writing and shall
be   delivered   or   mailed   (or  in  the  case  of   telegraphic
communication,  if by telegram,  delivered to the telegraph company
and, if by telex,  telecopy,  graphic scanning or other telegraphic
or   electronic   communications   equipment,   delivered  by  such
equipment)  addressed  at  its  address  or  number  set  forth  on
Schedule  2.01. All notices and other  communications  given to any
party hereto in accordance  with the  provisions of this  Agreement
shall be effective when received.

           SECTION  10.02.  No Waivers;  Amendments.  No failure or
delay of the  Administrative  Agent or any Bank in  exercising  any
power or right  hereunder  shall operate as a waiver  thereof,  nor
shall any  single or partial  exercise  of any such right or power,
or any  abandonment  or  discontinuance  of steps to enforce such a
right or power,  preclude any other or further  exercise thereof or
the  exercise  of  any  other  right  or  power.   The  rights  and
remedies of the  Administrative  Agent and the Banks  hereunder are
cumulative  and not  exclusive of any rights or remedies  which the
Administrative  Agent or any such Bank  would  otherwise  have.  No
notice or demand on the  Borrower  shall  entitle  the  Borrower to
any  other  or  further  notice  or  demand  in  similar  or  other
circumstances;  provided  that the  foregoing  shall  not limit the
right  of  the  Borrower  to  any  notice  expressly  provided  for
herein.  No  modification,  amendment or waiver of any provision of
this  Agreement  or any of the Notes nor  consent to any  departure
of the Borrower  therefrom  shall in any event be effective  unless
the same shall be in writing and signed by the  Required  Banks and
then  such  waiver  or  consent  shall  be  effective  only  in the
specific  instance  and for the purpose for which  given.  Any such
modification,  amendment,  waiver or  consent,  so given,  shall be
effective   to  bind  all  the   Banks;   provided   that  no  such
modification,  amendment,  waiver or consent may be made which will
(i) reduce  or  increase  the  amount  or  alter  the  term  of any
Commitment  of any Bank  hereunder  without the written  consent of
such  Bank;  (ii) extend  the  time  for  reimbursement  of  any LC
Disbursement  or for  payment of  principal  of or  interest on any
Note,  or  reduce  the  principal  amount or  decrease  the rate of
interest on any Loan or change the method of  calculation  provided
for herein for  determining  the rate of interest  on any Note,  or
vary the time for  payment or reduce the amount of fees  payable to
any Bank  hereunder,  or release any  Guarantor  or any  collateral
hereunder,  or change the  definition  of Required  Banks set forth
in  Article I,   or  amend  this   Section 10.02  or  Section 2.19,
without the written  consent of all the Banks;  or  (iii) give  any
Note  preference  over any other Note in payment  of  principal  or
interest.

           SECTION   10.03.    Applicable   Law;    Submission   to
Jurisdiction;   Service   of   Process;   Waiver  of  Jury   Trial.
(a)  This  Agreement and the Notes shall be construed in accordance
with and  governed by the laws of the State of New York  applicable
to agreements  made and to be performed  wholly in the State of New
York.

           (b)  Each  of the  Borrower  and each  Guarantor  hereby
irrevocably  submits  itself  to the  jurisdiction  of the  Supreme
Court  of the  State  of New  York,  New  York  County,  and to the
jurisdiction  of the United States  District Court for the Southern
District  of New  York,  for the  purpose  of any  suit,  action or
other  proceeding  arising out of or  relating  to this  Agreement,
any other  Fundamental  Document or any related  document or any of
the  transactions   contemplated  hereby  or  thereby,  and  hereby
waives,  and agrees not to assert,  by way of motion, as a defense,
or



D4



otherwise,  in any suit,  action or  proceeding,  any claim that it
is not personally  subject to the  jurisdiction  of the above-named
courts  for any  reason  whatsoever,  that  such  suit,  action  or
proceeding  is brought in an  inconvenient  forum or that the venue
of such  suit,  action  or  proceeding  is  improper  or that  this
Agreement  or any  other  Fundamental  Documents  or,  to the  full
extent  permitted  by  applicable  law,  any subject  matter of any
thereof  may not be  enforced in or by such  courts.  Neither  this
paragraph (b)   nor   paragraph (c)   below  shall   restrict   the
Administrative   Agent  or  any   Bank   from   bringing   suit  or
instituting  other  judicial  proceedings  against the  Borrower or
any  Guarantor or any of their assets in any court or  jurisdiction
not referred to herein or therein.

           (c)  Each party to this Agreement  irrevocably  consents
to  service  of  process  in the  manner  provided  for  notice  in
Section 10.01.  Nothing in this  Agreement will affect the right of
any party to this  Agreement  to serve  process in any other manner
permitted by law.

           (d)  EXCEPT  AS  PROHIBITED  BY LAW,  EACH PARTY  HERETO
HEREBY  WAIVES  ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT
OF ANY LITIGATION  DIRECTLY OR INDIRECTLY  ARISING OUT OF, UNDER OR
IN CONNECTION WITH THIS AGREEMENT,  ANY OTHER FUNDAMENTAL  DOCUMENT
AND  ANY  OF  THE  OTHER  DOCUMENTS  OR  TRANSACTIONS  CONTEMPLATED
HEREIN OR THEREIN.

           (e)  Except  as  prohibited  by law,  each party  hereto
hereby  waives  any  right it may have to claim or  recover  in any
litigation  referred to in paragraph (d) of this  Section 10.03 any
special,   exemplary,   punitive,   indirect   (including  loss  of
profits) or  consequential  damages or any damages  other than,  or
in addition to,  actual  damages;  provided  that if a party hereto
shall obtain a final,  nonappealable  judgment  that another  party
shall have  intentionally  and knowingly  breached its  obligations
under this  Agreement  with an  intention  of injuring the claimant
party,  the  claimant  party  may then seek  consequential  damages
from such  breaching  party for its losses  suffered as a result of
such intentional breach.

           (f)  Each  party hereto  (i) certifies  that neither any
representative,  agent nor  attorney  of any Bank has  represented,
expressly or  otherwise,  that such Bank would not, in the event of
litigation,   seek   to   enforce   the   foregoing   waivers   and
(ii) acknowledges  that it has  been  induced  to enter  into  this
Agreement   by,  among  other  things,   the  mutual   waivers  and
certifications herein.

           SECTION  10.04.   Expenses;   Documentary   Taxes.   The
Borrower  agrees  to  pay  all  reasonable  out-of-pocket  expenses
(i) incurred  by the  Administrative  Agent in connection  with the
preparation,  execution and delivery,  waiver or  modification  and
administration of this Agreement,  any other  Fundamental  Document
or any related  documents or in connection  with the performance of
due diligence by the  Administrative  Agent or the  syndication  of
the Loans  (whether  or not the  transactions  hereby  contemplated
shall be  consummated),  and  (ii) incurred  by the  Administrative
Agent in  connection  with the  making of the Loans  hereunder,  or
incurred  by the  Administrative  Agent or the Banks in  connection
with the  enforcement  of this  Agreement  or the Loans made or the
Notes  issued  hereunder  or any other  Fundamental  Documents  and
with  respect to any action which may be  instituted  by any person
against  the Banks or the  Administrative  Agent in  respect of the
foregoing  (but not with respect to any act of gross  negligence or
willful misconduct of the



D4



Administrative   Agent  or  any  Bank),  or  as  a  result  of  any
transaction,  action  or  nonaction  arising  from  the  foregoing,
including,  but not  limited  to,  the  fees and  disbursements  of
Buchanan  Ingersoll,  PC, counsel to the Administrative  Agent. The
Borrower   agrees  that  it  shall  indemnify  the  Banks  and  the
Administrative  Agent  from  and hold  them  harmless  against  any
documentary   taxes,   assessments   or   charges   made   by   any
Governmental  Authority by reason of the  execution and delivery of
this  Agreement,  the  Fundamental  Documents  or any of the Notes.
The  obligations  of the Borrower  under this  Section 10.04  shall
survive  the  termination  of this  Agreement  and the  Commitments
and/or the payment of the Notes.

           SECTION  10.05.  Indemnity.  Further,  by the  execution
hereof,  the  Borrower  agrees to indemnify  and hold  harmless the
Administrative  Agent,  the  Banks,  and each of  their  respective
affiliates  and their  respective  directors,  officers,  employees
and agents (each an  "Indemnified  Party") from and against any and
all  expenses,  including  reasonable  fees  and  disbursements  of
counsel,  losses,  claims,  damages and liabilities  arising out of
any claim,  litigation,  investigation  or  proceeding  (whether or
not the  Administrative  Agent  or any  Bank  is a  party  thereto)
relating  to the  financing  contemplated  hereby and  transactions
related  thereto,  except  that  Borrower  shall not be required by
this Section  10.05 to indemnify  or hold  harmless an  Indemnified
Party to the extent  that the  matters  for which such  Indemnified
Party  claims  indemnification  under  this  Section  10.05 are the
result  of  its  gross  negligence  or  willful   misconduct.   The
obligations  of  the  Borrower  under  this   Section 10.05   shall
survive  the  termination  of this  Agreement  and the  Commitments
and/or payments of the Loans.

           SECTION 10.06.  Successors  and Assigns.  This Agreement
shall be binding  upon and inure to the  benefit  of the  Borrower,
the Guarantors,  the Administrative  Agent, the Documentation Agent
and  the  Banks  and  their  respective   successors  and  assigns.
Neither  the  Borrower  nor the  Guarantors  may assign or transfer
any of their rights or  obligations  hereunder  without the written
consent of the Required Banks.

           SECTION 10.07.  Survival of Agreements,  Representations
and   Warranties,   etc.  All   warranties,   representations   and
covenants made by the Borrower or the  Guarantors  herein or in any
certificate  or other  instrument  delivered by it or on its behalf
in  connection  with this  Agreement  shall be  considered  to have
been relied  upon by the Banks and shall  survive the making of the
Loans herein  contemplated,  the issuance and delivery to the Banks
of the Notes and the issuance,  amendment,  renewal or extension of
any Letter of Credit  regardless of any  investigation  made by the
Banks or on their  behalf  and  shall  continue  in full  force and
effect so long as any  amount  due or to become  due  hereunder  is
outstanding  and  unpaid  and so long as the  Commitments  have not
been  terminated.  All statements in any such  certificate or other
instrument shall constitute  representations  and warranties by the
Borrower hereunder.

           SECTION  10.08.  Severability.  In case  any one or more
of the  provisions  contained in this Agreement or the Notes should
be  invalid,   illegal  or  unenforceable   in  any  respect,   the
validity,  legality and enforceability of the remaining  provisions
contained  herein and  therein  shall not in any way be affected or
impaired  thereby.   The  parties  shall  endeavor  in  good  faith
negotiations  to replace  the  invalid,  illegal  or  unenforceable
provisions  with  valid  provisions  the  economic  effect of which
comes as close  as  possible  to that of the  invalid,  illegal  or
unenforceable provisions.



D4



           SECTION  10.09.  Cover Page and  Section  Headings.  The
cover page and section  headings  used  herein are for  convenience
of reference  only,  are not part of this  Agreement and are not to
affect  the  construction  of or be  taken  into  consideration  in
interpreting this Agreement.

           SECTION  10.10.  Counterparts,   Integration,   Telecopy
Signatures.   This  Agreement  may  be  signed  in  any  number  of
counterparts  with the  effect as if the  signatures  thereto  were
upon the same  instrument.  This Agreement  shall become  effective
when  copies  hereof   which,   when  taken   together,   bear  the
signatures  of each of the parties  hereto shall have been received
by  the   Administrative   Agent.   This   Agreement,   the   other
Fundamental Documents,  and all other documents,  instruments,  and
agreements  referred  to herein or  therein  constitute  the entire
agreement  of the parties  hereto  relating  to the subject  matter
hereof  and   supersede  any  and  all  previous   agreements   and
understandings,  oral or written,  relating  to the subject  matter
hereof.  Delivery of an executed  counterpart  of a signature  page
of  this  Agreement  or  of  any  other  Fundamental   Document  by
telecopy   transmission  shall  constitute  effective  and  binding
execution   and   delivery   of  this   Agreement   or  such  other
Fundamental Document, as the case may be.

           SECTION   10.11.   Confidentiality.   Each  Bank  agrees
(which  agreement  shall survive the termination of this Agreement)
that financial  information,  information from the Borrower's books
and records,  information  concerning the Borrower's  trade secrets
and patents and any other  information  received  from the Borrower
hereunder  and  designated  in  writing  as  confidential  shall be
treated as  confidential  by such Bank, and each Bank agrees to use
its  best   efforts  to  ensure  that  such   information   is  not
published,  disclosed  or  otherwise  divulged to anyone other than
employees  or  officers  of such Bank and its  counsel  and  agents
with a need to know such  information  and who have  been  informed
of the  confidentiality  hereunder  (as  reasonably  determined  by
such  Bank);  provided  that it is  understood  that the  foregoing
shall not apply to:

           (i) disclosure    made    with   the    prior    written
      authorization of the Borrower;

           (ii) disclosure   of   information   (other   than  that
      received from the Borrower prior to or under this  Agreement)
      already  known by, or in the  possession of such Bank without
      restrictions  on the  disclosure  thereof  at the  time  such
      information   is  supplied  to  such  Bank  by  the  Borrower
      hereunder;

           (iii) disclosure  of  information  which is  required by
      applicable   law   or  to  a   governmental   agency   having
      supervisory authority over any party hereto;

           (iv) disclosure  of information  in connection  with any
      suit,   action  or   proceeding   in   connection   with  the
      enforcement  of rights  hereunder or in  connection  with the
      transactions contemplated hereby;

           (v) disclosure   to  any   bank  (or   other   financial
      institution)  which  may  acquire  a  participation  or other
      interest  in the  Loans  or  rights  of any  Bank  hereunder;
      provided  that  such bank (or  other  financial  institution)
      agrees to  maintain  any such  information  to be received in
      accordance with the provisions of this Section 10.11;

           (vi) disclosure  by any party  hereto to any other party
      hereto or their  counsel  or agents  with a need to know such
      information (as reasonably determined by such party);



D4



           (vii) disclosure  by any party hereto to any entity,  or
      to any subsidiary of such an entity,  which owns, directly or
      indirectly,  more than 50% of the voting stock of such party,
      or to any subsidiary of such an entity; or

           (viii) disclosure  of  information  that  prior  to such
      disclosure has been public knowledge  through no violation of
      this Agreement.

           SECTION 10.12.  Conversion of Currencies.  (a)  If,  for
the purpose of  obtaining  judgment in any court,  it is  necessary
to  convert a sum owing  hereunder  in one  currency  into  another
currency,  each party hereto agrees,  to the fullest extent that it
may  effectively  do so,  that the rate of  exchange  used shall be
that at which in accordance  with normal banking  procedures in the
relevant  jurisdiction  the first  currency could be purchased with
such other currency on the Business Day  immediately  preceding the
day on which final judgment is given.

           (b)  The  obligations of each party hereto in respect of
any  sum  due to any  other  party  hereto  or  any  holder  of the
obligations  owing  hereunder (the  "Applicable  Creditor")  shall,
notwithstanding   any  judgment  in  a  currency   (the   "Judgment
Currency")  other than the  currency in which such sum is stated to
be due hereunder (the  "Agreement  Currency"),  be discharged  only
to the extent that,  on the Business Day  following  receipt by the
Applicable  Creditor  of  any  sum  adjudged  to be so  due  in the
Judgment Currency,  the Applicable  Creditor may in accordance with
normal  banking  procedures in the relevant  jurisdiction  purchase
the Agreement  Currency with the Judgment  Currency;  if the amount
of the  Agreement  Currency  so  purchased  is  less  than  the sum
originally  due  to  the  Applicable   Creditor  in  the  Agreement
Currency,   such  party  agrees,  as  a  separate   obligation  and
notwithstanding  any such  judgment,  to indemnify  the  Applicable
Creditor   against  such  loss.  The  obligations  of  the  parties
contained in this  Section 10.12  shall survive the  termination of
this   Agreement  and  the  payment  of  all  other  amounts  owing
hereunder.

           SECTION 10.13.  European  Monetary Union.  (a) If,  as a
result of the  implementation of European  monetary union,  (i) any
currency  ceases to be lawful  currency  of the nation  issuing the
same and is replaced  by a European  common  currency,  or (ii) any
currency  and a  European  common  currency  are at the  same  time
recognized  by the  central  bank or  comparable  authority  of the
nation  issuing  such  currency  as lawful  currency of such nation
and  the  Administrative  Agent  or the  Required  Banks  shall  so
request  in a notice  delivered  to the  Borrower,  then any amount
payable  hereunder  by any  party  hereto  in such  currency  shall
instead be payable in the European  common  currency and the amount
so payable shall be determined by  translating  the amount  payable
in such currency to such European  common  currency at the exchange
rate  recognized  by the  European  Central Bank for the purpose of
implementing  European  monetary union.  Prior to the occurrence of
the  event  or  events  described  in  clause (i)  or  (ii)  of the
preceding  sentence,  each amount payable hereunder in any currency
will  continue to be payable  only in that  currency.  The Borrower
agrees,  at the request of the  Required  Banks,  at the time of or
at any time  following  the  implementation  of  European  monetary
union,  to enter into an agreement  amending this Agreement in such
manner as the Required Banks shall  reasonably  request in order to
reflect  the  implementation  of such  monetary  union and to place
the  parties  hereto in the  position  they  would have been in had
such monetary union not been implemented.



D4



           SECTION  10.14.   Co-Documentation   and  Co-Syndication
Agents.   The  Co-Syndication   Agents  and  the   Co-Documentation
Agents do not assume any  responsibility  or obligation  under this
Agreement or any of the other  Fundamental  Documents or any duties
as agents for the  Banks.  The  titles  "Co-Syndication  Agent" and
"Co-Documentation    Agent"   imply   no   fiduciary   or   similar
responsibility on the part of either of the  Co-Syndication  Agents
or either of the  Co-Documentation  Agents  to any  Person  and the
use of such titles does not impose upon the  Co-Syndication  Agents
or the  Co-Documentation  Agents  any duties or  obligations  under
this Agreement or any of the other Fundamental Documents.

            [THIS AGREEMENT CONTINUES ON THE NEXT PAGE]


D4




1021321
                      [SIGNATURE PAGE 1 OF __
 TO FACILITY B FIVE-YEAR COMPETITIVE ADVANCE, REVOLVING CREDIT AND
                        GUARANTY AGREEMENT]


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


D4







EXHIBIT 4.3(b)








                        FACILITY A 364-DAY
               COMPETITIVE ADVANCE, REVOLVING CREDIT
                      AND GUARANTY AGREEMENT

                            dated as of

                           May 25, 2001

                               among

             DENTSPLY INTERNATIONAL INC., as Borrower,

                   THE GUARANTORS NAMED HEREIN,

                      THE BANKS NAMED HEREIN,

          ABN AMRO BANK N.V., as Administrative Agent and
                      Arranger and Bookrunner

                                and

  CREDIT SUISSE FIRST BOSTON and     FIRST UNION NATIONAL BANK and
  BANK OF TOKYO-MITSUBISHI TRUST    HARRIS TRUST AND SAVINGS BANK,
COMPANY, as Co-Syndication Agents     as Co-Documentation Agents









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



D5




                         TABLE OF CONTENTS
                                                                Page


INTRODUCTORY STATEMENT............................................1


ARTICLE I  Definitions............................................1
      SECTION 1.01.  Definitions..................................1
      SECTION 1.02. Accounting Terms and Determinations..........14
      SECTION 1.03.  Exchange Rates..............................14


ARTICLE II Loans.................................................15
      SECTION 2.01.  Commitments.................................15
      SECTION 2.02.  Loans.......................................15
      SECTION 2.03.  Use of Proceeds.............................16
      SECTION 2.04.  Competitive Bid Procedure...................16
      SECTION 2.05.  Revolving Credit Borrowing Procedure........18
      SECTION 2.06.  [RESERVED]..................................19
      SECTION 2.07.  Fees........................................19
      SECTION 2.08.  Notes; Repayment of Loans...................20
      SECTION 2.09.  Interest on Loans...........................20
      SECTION 2.10.  Interest on Overdue Amounts.................21
      SECTION 2.11.  Alternate Rate of Interest..................21
      SECTION 2.12.  Termination, Reduction, Increase and
           Extension of Commitments..............................21
      SECTION 2.13.  Prepayment of Loans.........................23
      SECTION 2.14.  Eurodollar Reserve Costs....................24
      SECTION 2.15.  Reserve Requirements; Change in Circumstances24
      SECTION 2.16.  Change in Legality..........................25
      SECTION 2.17.  Indemnity...................................26
      SECTION 2.18.  Pro Rata Treatment..........................26
      SECTION 2.19.  Right of Setoff.............................27
      SECTION 2.20.  Sharing of Setoffs..........................27
      SECTION 2.21.  Payments....................................27
      SECTION 2.22.  United States Withholding...................28
      SECTION 2.23.  Participations; Assignments.................29
      SECTION 2.24.  Taxes.......................................33


ARTICLE III..........................Representations and Warranties
      33
      SECTION 3.01.  Organization; Corporate Powers..............33
      SECTION 3.02.  Authorization...............................34
      SECTION 3.03.  Enforceability..............................34
      SECTION 3.04.  Governmental Approvals......................34
      SECTION 3.05.  Financial Statements and Condition..........34
      SECTION 3.07.  Reserved....................................34
      SECTION 3.07.  Title to Properties.........................34
      SECTION 3.08.  Litigation..................................35
      SECTION 3.09.  Tax Returns.................................35


D5



      SECTION 3.10.  Agreements..................................35
      SECTION 3.11.  Employee Benefit Plans......................35
      SECTION 3.12.  Investment Company Act; Public Utility
           Holding Company Act;
           Federal Power Act.....................................36
      SECTION 3.13.  Federal Reserve Regulations.................36
      SECTION 3.14.  Defaults; Compliance with Laws..............36
      SECTION 3.15.  Use of Proceeds.............................37
      SECTION 3.16.  Affiliated Companies........................37
      SECTION 3.17.  Environmental Liabilities...................37
      SECTION 3.18.  Disclosure..................................38
      SECTION 3.19.  Insurance...................................38


ARTICLE IV Conditions of Lending.................................38
      SECTION 4.01.  All Borrowings..............................38
      SECTION 4.02.  Closing Date................................39


ARTICLE V  Affirmative Covenants.................................40
      SECTION 5.01.  Corporate Existence.........................40
      SECTION 5.02.  Maintenance of Property.....................40
      SECTION 5.03.  Insurance...................................40
      SECTION 5.04.  Obligations and Taxes.......................41
      SECTION 5.05.  Financial Statements; Reports, etc..........41
      SECTION 5.06.  Defaults and Other Notices..................42
      SECTION 5.07.  ERISA.......................................42
      SECTION 5.08.  Access to Premises and Records..............43
      SECTION 5.09.  Compliance with Laws, etc...................43
      SECTION 5.10.  Security Interests..........................43
      SECTION 5.11.  Subsidiary Guarantors.......................43
      SECTION 5.12.  Environmental Laws..........................44
      SECTION 5.13.  Senior Debt Status..........................44


ARTICLE VI Negative Covenants....................................45
      SECTION 6.01.  Liens.......................................45
      SECTION 6.02.  Indebtedness................................46
      SECTION 6.03.  Mergers, Consolidations, Sales of Assets and
           Acquisitions..........................................46
      SECTION 6.04.  Change of Business..........................47
      SECTION 6.05.  Transactions with Affiliates................47
      SECTION 6.06.  Sale and Leaseback..........................47
      SECTION 6.07.  Dividends by Subsidiaries...................48
      SECTION 6.08.  Amendments to Certain Documents.............48
      SECTION 6.09.  Minimum Consolidated Net Worth..............48
      SECTION 6.10.  Interest Coverage...........................48
      SECTION 6.11.  Debt Ratio..................................48
      SECTION 6.12.  Fiscal Year.................................48




D5





ARTICLE VII.Events of Default....................................48


ARTICLE VIII    GUARANTY.........................................51
      SECTION 8.01.  Guarantee...................................
      SECTION 8.02.  No Impairment of Guaranty...................52
      SECTION 8.03.  Continuation and Reinstatement, etc.........52
      SECTION 8.04.  Payment, etc................................52
      SECTION 8.05.  Benefit to Guarantors.......................52
      SECTION 8.06.  Modification to Conform to Law..............53
      SECTION 8.07.  Additional Guarantors.......................53


ARTICLE IX Administrative Agent..................................53
      SECTION 9.01.  Appointment of Administrative Agent.........53
      SECTION 9.02.  Exculpation.................................54
      SECTION 9.03.  Consultation with Counsel...................54
      SECTION 9.04.  The Administrative Agent, Individually......54
      SECTION 9.05.  Reimbursement and Indemnification...........54
      SECTION 9.06.  Resignation.................................55


ARTICLE X  Miscellaneous.........................................55
      SECTION 10.01.  Notices....................................55
      SECTION 10.02.  No Waivers; Amendments.....................55
      SECTION 10.03.  Applicable Law; Submission to Jurisdiction;
           Service of Process; Waiver of Jury Trial..............56
      SECTION 10.04.  Expenses; Documentary Taxes................56
      SECTION 10.05.  Indemnity..................................57
      SECTION 10.06.  Successors and Assigns.....................57
      SECTION 10.07.  Survival of Agreements, Representations and
           Warranties, etc.......................................57
      SECTION 10.08.  Severability...............................57
      SECTION 10.09.  Cover Page and Section Headings............58
      SECTION 10.10.  Counterparts, Integration, Telecopy
           Signatures............................................58
      SECTION 10.11.  Confidentiality............................58
      SECTION 10.12.  Conversion of Currencies...................59
      SECTION  10.13.  European Monetary Union...................59
      SECTION  10.14.  Documentation and Syndication Agents......59



D5




                             EXHIBITS

  A-1          Form of Competitive Bid Request
  A-2          Form of Notice of Competitive Bid Request
  A-3          Form of Competitive Bid
  A-4          Form of Competitive Bid Accept/Reject Letter
  A-5          Form of Revolving Credit Borrowing Request
  B-1          Form of Competitive Note
  B-2          Form of Revolving Credit Note
  C            Form of Contribution Agreement
  D            Form of Opinion of Brian M. Addison, Esq.
  E            Form of Assignment and Acceptance
  F            Form of Draft Intercreditor Agreement
  G            Form of Joinder and Assumption Agreement
  H            Form of Compliance Certificate


                             SCHEDULES

  1.01         Guarantors
  2.01         Commitments, Addresses for Notices
  3.16         Affiliates
  3.17         Environmental Liabilities
  4.02         Consents
  6.01         Liens






D5






      THIS  FACILITY  A  364-DAY  COMPETITIVE  ADVANCE,   REVOLVING
CREDIT AND GUARANTY  AGREEMENT  dated as of May 25,  2001,  is made
by and among DENTSPLY  INTERNATIONAL  INC., a Delaware  corporation
(the  "Borrower"),  the Guarantors (as  hereinafter  defined),  the
Banks from time to time  party  hereto  (individually  a "Bank" and
collectively  the "Banks"),  ABN AMRO BANK N.V., as  Administrative
Agent for the Banks (the  "Administrative  Agent") and arranger and
bookrunner,   and   CREDIT   SUISSE   FIRST   BOSTON  and  BANK  OF
TOKYO-MITSUBISHI  TRUST  COMPANY,  as  Co-Syndication  Agents  (the
"Co-Syndication  Agents"), and FIRST UNION NATIONAL BANK and HARRIS
TRUST  AND   SAVINGS   BANK,   as   Co-Documentation   Agents  (the
"Co-Documentation Agents").

                      INTRODUCTORY STATEMENT

      All terms not  otherwise  defined  herein  are as  defined in
Article I hereof.

      The Borrower has  requested  that the Banks extend  credit to
the  Borrower  in order to  enable  the  Borrower  to  borrow  on a
standby  revolving  credit  basis a principal  amount not in excess
of $250,000,000 at any time outstanding.

      The  Borrower  has also  requested  that the Banks  provide a
procedure  pursuant to which the  Borrower  may invite the Banks to
bid  on an  uncommitted  basis  on  short-term  borrowings  by  the
Borrower.

      The  proceeds  of all such  borrowings  are to be used (a) to
refinance  outstanding  Indebtedness  of the  Borrower  under  that
364-Day   Competitive   Advance,   Revolving  Credit  and  Guaranty
Agreement dated as of October 23, 1997, as amended,  modified,  and
supplemented  through  the date  hereof,  among the  Borrower,  the
guarantors  and  banks,  party  thereto,  and The  Chase  Manhattan
Bank,  as Agent,  and ABN AMRO Bank N.V., as  Documentation  Agent,
(b) for general working capital and corporate  purposes,  including
acquisitions  in the  industry of  Borrower or any of its  Material
Subsidiaries,   and  (c) to   facilitate   borrowings  by  offshore
Subsidiaries.

      To provide  assurance  for the repayment of the Loans and all
related   interest,   fees,   charges,   expenses,    reimbursement
obligations  and other amounts  payable with respect  thereto,  the
Guarantors will guaranty the  Obligations  pursuant to Article VIII
hereof.

      Accordingly,  the Borrower, the Guarantors, the Banks and the
Administrative Agent agree as follows:

                             ARTICLE I
                            DEFINITIONS

           SECTION 1.01.  Definitions.  As used in this  Agreement,
the following  words and terms shall have the  respective  meanings
specified below:



D5





           "ABR Borrowing" shall mean a Borrowing  comprised of ABR
Loans.

           "ABR Loan" shall mean any Revolving  Credit Loan bearing
interest at a rate  determined by reference to the  Alternate  Base
Rate in accordance with the provisions of Article II.

           "Administrative  Agent"  shall  mean ABN AMRO Bank N.V.,
in its  capacity  as agent for the Banks  hereunder  and not in its
individual  capacity as a Bank,  or such  successor  Administrative
Agent as may be appointed pursuant to Section 9.06.

           "Affiliate"  shall mean,  with  respect to the person in
question,  (a) any  person  (including  any member of the immediate
family  of  any  such  natural   person)  which   (i) directly   or
indirectly  beneficially  owns or controls 10% or more of the total
voting  power of shares of capital  stock  having the right to vote
for directors  under  ordinary  circumstances  (if such person is a
corporation),  (ii) is  a  general  partner  (if such  person  is a
partnership) or (iii) is otherwise empowered,  by contract,  voting
trust or  otherwise,  to direct  the  business  or  affairs of such
person,  (b) any person controlling,  controlled by or under common
control  with any such  person  (within  the  meaning  of  Rule 405
under the Securities Act of 1933),  and (c) any  director,  general
partner or executive officer of any such person.

           "Agreement"   shall   mean  this   Facility   A  364-Day
Competitive  Advance,   Revolving  Credit  and  Guaranty  Agreement
dated as of May 25, 2001,  among  DENTSPLY  International  Inc., as
Borrower,  the Guarantors (as hereinafter defined),  the Banks from
time to time party hereto,  ABN AMRO Bank N.V.,  as  Administrative
Agent and arranger and  bookrunner,  and Credit Suisse First Boston
and  Bank Of  Tokyo-Mitsubishi  Trust  Company,  as  Co-Syndication
Agents,  and  First  Union  National  Bank  and  Harris  Trust  And
Savings  Bank,  as  Co-Documentation  Agents,  as the  same  may be
amended, modified or supplemented from time to time.

           "Alternate  Base  Rate"  shall  mean for any day, a rate
per annum  (rounded  upwards,  if not  already a whole  multiple of
1/16 of 1%, to the next  higher  1/16 of 1%) equal to the  greatest
of  (a) the  Prime  Rate in effect on such day or  (b) the  Federal
Funds  Effective  Rate in effect  for such day plus 1/2 of 1%.  For
purposes  hereof,  the term  "Prime  Rate"  shall mean the rate per
annum  announced  by ABN AMRO  Bank  N.V.  from time to time as its
prime  rate  in  effect  at  its   principal   office  in  Chicago,
Illinois;  each change in the Prime Rate shall be  effective on the
date  such  change  is  announced  as  effective.   "Federal  Funds
Effective   Rate"  shall  mean,  for  any  period,   a  fluctuating
interest  rate per annum  equal for each day during  such period to
the  weighted  average  of the  rates on  overnight  federal  funds
transactions  with members of the Federal  Reserve System  arranged
by federal funds brokers,  as published on the succeeding  Business
Day by the Federal  Reserve  Bank of New York,  or, if such rate is
not so published  for any day which is a Business  Day, the average
of the  quotations  for the day of such  transactions  received  by
the  Administrative  Agent  from  three  federal  funds  brokers of
recognized  standing  selected  by it. Any change in the  Alternate
Base  Rate due to a change  in the  Federal  Funds  Effective  Rate
shall be  effective  on the  effective  date of such  change in the
Federal   Funds   Effective   Rate.   If   for   any   reason   the
Administrative  Agent shall have  determined  (which  determination
shall be  conclusive  absent  manifest  error) that it is unable to
ascertain  the  Federal  Funds   Effective  Rate  for  any  reason,
including the inability or failure of the  Administrative  Agent to
obtain  sufficient  publications  or quotations in accordance  with
the terms hereof,  the Alternate  Base Rate shall be the Prime Rate
until the  circumstances  giving rise to such  inability  no longer
exist.



D5





           "Alternate  Currency"  means, with  respect to any Loan,
the euro,  British Pounds  Sterling,  Swiss Francs,  Deutsche Marks
and any other  currency  requested  by the Borrower and approved by
each Bank that is freely  tradeable and  exchangeable  into Dollars
in the  London  market  and  for  which  an  Exchange  Rate  can be
determined  by  reference  to the Reuters  World  Currency  Page or
another publicly available service for displaying exchange rates.

           "Applicable  Commitment  Percentage" means, with respect
to any Bank,  the percentage of the total  Commitments  represented
by such Bank's  Commitment.  If the Commitments  have terminated or
expired,   the   Applicable   Commitment   Percentages   shall   be
determined  based upon the  Commitments  most  recently  in effect,
giving effect to any assignments.

           "Applicable  Percentage"  shall  mean on any date,  with
respect  to  the  Facility  Fee  or the  Usage  Fee  or  the  Loans
comprising any LIBOR Revolving  Credit  Borrowing,  as the case may
be,  the  corresponding  applicable  percentage  set  forth  in the
table   below   based  upon  the  Debt   Rating  of  the   Borrower
(determined in accordance with Section 2.09(e)):


           ----------------------------------------------------
                              Facility   LIBOR:     Usage
              Debt Rating:    Fee:       Applicable Fee:
            S&P and Moody's   Applicable Percentage Applicable
              Respectively    Percentage            Percentage
           ----------------------------------------------------
           ----------------------------------------------------
           A or above, or A2     7.5        32.5       10.0
                or above
           ----------------------------------------------------
           ----------------------------------------------------
                A- or A3         8.0        42.0       12.5
           ----------------------------------------------------
           ----------------------------------------------------
              BBB+ or Baa1       10.0       52.5       12.5
           ----------------------------------------------------
           ----------------------------------------------------
              BBB or Baa2        15.0       60.0       15.0
           ----------------------------------------------------
           ----------------------------------------------------
              BBB- or Baa3       25.0       75.0       25.0
           ----------------------------------------------------
           ----------------------------------------------------
               BB+ or Ba1        35.0      115.0       25.0
           ----------------------------------------------------
             BB or below or      50.0      175.0       25.0
            unrated, or Ba2
              or below or
                unrated
           ----------------------------------------------------

For purposes of determining the Applicable Percentage:

           (a)  If a  difference  exists  in the  Debt  Ratings  of
Moody's  and  Standard & Poor's,  the  higher of such Debt  Ratings
will determine the relevant pricing level,

           (b)  Any  change  in  the  Applicable  Percentage  shall
become   effective   five  (5)  Business   Days  after  any  public
announcement of the change in the Debt Rating.

           "Assignment and  Acceptance"  shall mean an agreement in
the  form  of   Exhibit E   hereto   entered   into   pursuant   to
Section 2.23,  executed by the assignor, assignee and other parties
as contemplated thereby.



D5





           "Bank"   and   "Banks"    shall   mean   the   financial
institutions  listed on  Schedule  2.01 and any  assignee of a Bank
pursuant to Section 2.23(b) or (c).

           "Board"  shall  mean  the  Board  of  Governors  of  the
Federal Reserve System of the United States.

           "Borrowing"  shall  mean a group  of  Loans  of a single
Interest  Rate  Type  made  by  the  Banks  (or in  the  case  of a
Competitive  Borrowing,  by the  Bank or  Banks  whose  Competitive
Bids have  been  accepted  pursuant  to  Section 2.04)  on a single
date and as to which a single Interest Period is in effect.

           "Business  Day"  shall  mean  any  day  not a  Saturday,
Sunday or legal  holiday in the States of  Illinois  or New York or
the  Commonwealth  of  Pennsylvania  on which banks and the Federal
Reserve  Bank of New York are open for  business  in New York City;
provided,  however,  that when used in connection with a LIBOR Loan
the term  "Business  Day" shall also exclude any day on which banks
are not open for dealings in deposits in the  relevant  currency in
the  London  interbank  market and when used in  connection  with a
LIBOR  Loan  denominated  in euro,  the term  "Business  Day" shall
also exclude any day which is not a TARGET Day.

           "Calculation  Date" shall mean the last  Business Day of
each calendar  quarter,  provided that during the continuance of an
Event of Default,  "Calculation  Date" shall mean each Business Day
during which such Event of Default continues to exist.

           "Capitalized   Lease   Obligations"   shall   mean   any
obligation  of a Person as lessee of any property  (real,  personal
or  mixed),   which,   in  accordance   with   generally   accepted
accounting  principles,  is or should be accounted for as a capital
lease on the balance sheet of such Person.

           "Change  in Law"  means  (a) the  adoption  of any  law,
rule,  or  regulation  after  the date of this  Agreement,  (b) any
change in any law,  rule, or  regulation  or in the  interpretation
or  application  thereof by any  Governmental  Authority  after the
date  if  this  Agreement  or  (c) compliance  by any  Bank  or the
Issuing  Bank (or for purposes of  Section 2.16(b),  by any lending
office  of such  Bank  or by  such  Bank's  or the  Issuing  Bank's
holding  company,   if  any)  with  any  request,   guideline,   or
directive  (whether  or  not  having  the  force  of  law)  of  any
Governmental  Authority  made  or  issued  after  the  date of this
Agreement.

           "Closing   Date"  shall  mean  the  date  of  the  first
Borrowing under the Facility B Credit Agreement.

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

           "Commitment"  shall mean, with respect to each Bank, the
commitment  of such  Bank  hereunder  as  initially  set  forth  on
Schedule 2.01  (and  thereafter on Schedule 2.01 to the most recent
Assignment  and  Acceptance)  as  such  Bank's  Commitment  may  be
permanently  terminated,  reduced,  increased or extended from time
to time  pursuant to  Section 2.12.  Subject to  Section 2.12,  the
Commitments shall  automatically  and permanently  terminate on the
Maturity Date.

           "Competitive  Bid" shall mean an offer by a Bank to make
a Competitive Loan pursuant to Section 2.04.



D5





           "Competitive  Bid  Accept/Reject  Letter"  shall  mean a
notification  made by the Borrower pursuant to  Section 2.04(d)  in
the form of Exhibit A-4.

           "Competitive   Bid   Rate"   shall   mean,   as  to  any
Competitive  Bid  made  by  a  Bank  pursuant  to  Section 2.04(b),
(a) in the case of a LIBOR Loan,  the Margin and (b) in the case of
a Fixed Rate Loan,  the fixed rate of interest  offered by the Bank
making such Competitive Bid.

           "Competitive  Bid  Request"  shall  mean a request  made
pursuant to Section 2.04 in the form of Exhibit A-1.

           "Competitive   Borrowing"   shall   mean   a   borrowing
consisting of a Competitive  Loan or concurrent  Competitive  Loans
from the Bank or Banks whose  Competitive  Bids for such  Borrowing
have been  accepted by the  Borrower  under the  bidding  procedure
described in Section 2.04.

           "Competitive  Loan" shall mean a Loan from a Bank to the
Borrower   pursuant  to  the   bidding   procedure   described   in
Section 2.04.  Each Competitive  Loan shall be a LIBOR  Competitive
Loan or a Fixed Rate Loan.

           "Competitive  Loan Exposure" shall mean, with respect to
any  Bank  at any  time,  the  aggregate  principal  amount  of the
outstanding Competitive Loans of such Bank.

           "Competitive  Note" shall mean a promissory  note of the
Borrower  in the form of  Exhibit B-1  executed  and  delivered  as
provided in Section 2.08.

           "Consolidated"  shall mean,  as applied to any financial
or accounting  term, such term  determined on a consolidated  basis
in  accordance  with  generally  accepted   accounting   principles
(except as  otherwise  required  herein) for the  Borrower and each
Subsidiary which is a Consolidated Subsidiary of the Borrower.

           "Consolidated   EBITDA"   shall   mean  for  any  period
"Operating  income"  as set  forth  in the  DENTSPLY  International
Inc.  Consolidated  Statements  of Income,  plus  depreciation  and
amortization  (to the extent  previously  deducted),  determined in
accordance with generally accepted  accounting  principles and in a
manner  consistent  with the accounting  principles used to prepare
the audited DENTSPLY  International  Inc.  Consolidated  Statements
of Income for the year ended  December 31,  2000,  and delivered to
the Administrative Agent; provided that there shall be excluded:

           (a)  the income (or loss) from operations of any
      person, accrued prior to the date it becomes a Subsidiary or
      is merged into or consolidated with the person whose income
      is being determined or a subsidiary of such person; and

           (b)  the income (or loss) from operations of any person
      (other than a Subsidiary) in which the person whose
      operating income is being determined or any subsidiary of
      such person has an ownership interest, except to the extent
      that any such income has actually been received by such
      person in the form of cash dividends or similar
      distributions.

           "Consolidated  Interest  Coverage  Ratio" shall mean, in
respect  of any  fiscal  period of the  Borrower,  (a) Consolidated
EBITDA divided by (b) Consolidated Interest Expense.



D5





           "Consolidated  Interest  Expense"  shall  mean,  for any
fiscal  period of the  Borrower,  without  duplication  of  expense
among fiscal  periods  (a) the  aggregate  amount  determined  on a
Consolidated  basis of  (i) all  interest  on  Indebtedness  of the
Borrower  and its  Consolidated  Subsidiaries  accrued  during such
period,   (ii) all   rentals  imputed  as  interest  accrued  under
Capitalized  Lease  Obligations  during  such period by such person
and  (iii) all  amortization  of discount  and expense  relating to
Indebtedness  of the  Borrower  and its  Consolidated  Subsidiaries
which   amortization   was   accounted   for  during  such  period,
(b) adjusted  downward  for  capital  gains and upward for  capital
losses on  maturing  U.S.  Treasury  obligations  and  (c) adjusted
downward  for  interest   income  (to  the  extent  not  previously
excluded),  as  determined in accordance  with  generally  accepted
accounting principles.

           "Consolidated  Net Income" shall mean the net income (or
net loss) of the Borrower  and its  Consolidated  Subsidiaries  for
the  period  in  question  (taken  as a whole),  as  determined  in
accordance   with   generally   accepted   accounting   principles;
provided that there shall be excluded:

           (a)  the  net  income  (or  net  loss)  of  any  person,
accrued  prior to the date it  becomes  a  Subsidiary  or is merged
into or  consolidated  with the  person  whose net  income is being
determined or a subsidiary of such person; and

           (b)  the net income  (or net loss) of any person  (other
than a  Subsidiary)  in which the person  whose net income is being
determined  or any  subsidiary  of  such  person  has an  ownership
interest,  except to the extent that any such  income has  actually
been  received  by such  person  in the form of cash  dividends  or
similar distributions.

           "Consolidated  Net Worth" shall mean,  as at any date of
determination,  the sum of the capital stock (less treasury  stock)
and  additional  paid-in  capital plus retained  earnings (or minus
accumulated   deficit)  of  the  Borrower   and  its   Consolidated
Subsidiaries on a Consolidated basis.

           "Consolidated  Subsidiary"  means,  in the  case  of the
Borrower at any date,  any  Subsidiary or other entity the accounts
of  which  are  Consolidated  with  those  of the  Borrower  in the
Consolidated financial statements of the Borrower as of such date.

           "Consolidated Total  Capitalization"  shall mean the sum
of  (a) Consolidated  Total Indebtedness and  (b) Consolidated  Net
Worth.

           "Consolidated   Total   Indebtedness"   shall  mean  the
Consolidated  Indebtedness  of the  Borrower  and its  Consolidated
Subsidiaries.

           "Contribution   Agreement"  shall  mean  a  Contribution
Agreement  among the Borrower and the Guarantors  substantially  in
the form of Exhibit C hereto.

           "Credit  Exposure"  means,  in respect of any Bank,  the
sum of such Bank's  Revolving  Credit  Exposure and its Competitive
Loan Exposure.

           "Debt  Rating" shall mean the rating by each of Standard
& Poor's and Moody's of the Borrower's  senior unsecured  long-term
debt  which is not  guarantied  by any  Person  or  subject  to any
other credit enhancement.



D5





           "Debt Ratio" shall mean the ratio of Consolidated  Total
Indebtedness to Consolidated Total Capitalization.

           "Default"  shall  mean an Event of Default or any event,
act or  condition  which  with  notice  or lapse of time,  or both,
would constitute an Event of Default.

           "Des Plaines  Lease" shall mean the Amended and Restated
Sale and Leaseback  Agreement,  dated as of August 1,  1991 between
McDonough   Partners  I  as  Buyer  and  Midwest  Dental   Products
Corporation, as Seller.

           "Dollar Equivalent" means

           (a) as  to  any  Loan   denominated   in  Dollars,   the
principal amount thereof, and

           (b) as  to  any  Loan   denominated   in  an   Alternate
Currency,  the  amount  in  Dollars  which  is  equivalent  to  the
principal amount thereof,  determined by the  Administrative  Agent
pursuant to  Section 1.03(a)  using the Exchange  Rate with respect
to such Alternate Currency at the time in effect.

           "Dollars",  "dollars"  and the symbol "$" shall mean the
lawful currency of the United States of America.

           "Effective  Date"  shall  mean  the  date on  which  the
conditions  to borrowing  set forth in  Sections 4.01  and 4.02 are
first satisfied.

           "Environmental    Laws"   shall   mean   all   statutes,
ordinances,    orders,    rules   and   regulations   relating   to
environmental  matters,  including those relating to fines, orders,
injunctions,   penalties,  damages,  contribution,   cost  recovery
compensation,  losses or  injuries  resulting  from the  release or
threatened  release of Hazardous  Materials and to the  generation,
use, storage,  transportation,  or disposal of Hazardous  Materials
or in  any  manner  applicable  to  the  Borrower  or  any  of  the
Subsidiaries or any of their respective  properties,  including the
Comprehensive Environmental Response,  Compensation,  and Liability
Act   (42 U.S.C. ss. 9601  et   seq.),   the   Hazardous   Material
Transportation  Act  (49 U.S.C. ss. 1801  et  seq.),  the  Resource
Conservation  and  Recovery  Act  (42 U.S.C.ss. 6901 et seq.),  the
Federal Water  Pollution  Control Act  (33 U.S.C.ss. 1251 et seq.),
the  Clean  Air  Act   (42 U.S.C. ss. 7401  et  seq.),   the  Toxic
Substances   Control   Act   (15 U.S.C. ss. 2601  et   seq.),   the
Occupational  Safety and Health Act  (29 U.S.C.ss. 651 et seq.) and
the Emergency  Planning and Community  Right-to-Know Act (42 U.S.C.
ss. 11001  et  seq.),  each  as  amended  or  supplemented,  and  any
analogous  current or future  federal,  state or local statutes and
regulations promulgated pursuant thereto.

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

           "ERISA   Affiliate"  shall  mean  with  respect  to  the
Borrower,  any  trade or  business  (whether  or not  incorporated)
which is a member  of a group of  which  the  Borrower  is a member
and  which  is  under   common   control   within  the  meaning  of
Section 414 of the Code.

           "ESOP" shall mean the DENTSPLY  Employee Stock Ownership
Plan  effective  as  of   December 1,   1982  and  restated  as  of
January 1, 1991.



D5





           "Event  of  Default"   shall  mean  any  of  the  events
described in clauses (a) through (m) of Article VII.

           "Exchange  Rate" means,  on any day, with respect to any
Alternate  Currency,  the rate at which such Alternate Currency may
be  exchanged   into  Dollars,   as  set  forth  at   approximately
11:00 a.m.,  London  time,  on  such  date  on  the  Reuters  World
Currency  Page for  such  Alternate  Currency.  In the  event  that
such rate does not appear on any Reuters World  Currency  Page, the
Exchange Rate shall be  determined  by reference to the  applicable
Bloomberg  System  page,  or, in the event  that such rate does not
appear on such page,  such other  publicly  available  service  for
displaying   exchange   rates  as  may  be   agreed   upon  by  the
Administrative  Agent and the Borrower,  or, in the absence of such
agreement,  such  Exchange  Rate shall  instead be the spot rate of
exchange  of the  Administrative  Agent  in the  market  where  its
foreign currency  exchange  operations in respect of such Alternate
Currency are then being conducted,  at or about 11:00 a.m.,  London
time,  on such  date  for the  purchase  of  Dollars  for  delivery
two Business  Days later;  provided that if at the time of any such
determination,  for any reason,  no such spot rate is being quoted,
the  Administrative  Agent may use any  reasonable  method it deems
appropriate to determine such rate,  and such  determination  shall
be conclusive absent manifest error.

           "Execution Date" shall mean the date of this Agreement.

           "Facility B    Credit    Agreement"   shall   mean   the
$250,000,000,  Facility B Five-Year Competitive Advance,  Revolving
Credit and  Guaranty  Agreement  dated as of the date hereof  among
the Borrower,  the  guarantors,  the banks party thereto,  ABN AMRO
Bank N.V.,  as  administrative  agent and arranger and  bookrunner,
and Credit Suisse First Boston and Bank Of  Tokyo-Mitsubishi  Trust
Company,  as Co-Syndication  Agents,  and First Union National Bank
and Harris Trust And Savings Bank, as  Co-Documentation  Agents, as
amended, modified and supplemented from time to time.

           "Facility  Fee" shall have the  meaning  given such term
in Section 2.07 hereof.

           "Fee Letter"  shall mean that letter,  dated as of March
19,  2001,  given by  Administrative  Agent to,  and  executed  by,
Borrower,  as  amended,  modified,  and  supplemented  from time to
time.

           "Financial  Officer" of any person shall mean its Senior
Vice President-Chief Financial Officer, Treasurer or Controller.

           "Fixed Rate Borrowing" shall mean a Borrowing  comprised
of Fixed Rate Loans.

           "Fixed  Rate  Loan"  shall  mean  any  Competitive  Loan
bearing  interest at a fixed  percentage rate per annum  (expressed
in the form of a  decimal  to no more  than  four  decimal  places)
specified by the Bank making such Loan in its Competitive Bid.

           "Fundamental  Documents" shall mean this Agreement,  the
Contribution  Agreement,   the  Competitive  Notes,  the  Revolving
Credit Notes, and the Fee Letter.

           "Governmental  Authority" shall mean any federal, state,
municipal  or other  governmental  department,  commission,  board,
bureau,  agency or  instrumentality,  or any central bank or court,
in each case  whether of the United  States or other  jurisdiction,
or any political subdivision thereof.



D5



           "Guarantors" shall mean all Material  Subsidiaries which
are  incorporated in the United States,  all of which are listed on
Schedule1.01,  and any other  Subsidiaries  of the  Borrower  which
become Guarantors pursuant to Section 5.11.

           "Guaranty",  "Guarantied" or to "Guaranty" as applied to
any obligation  shall mean and include (a) a  guaranty  (other than
by  endorsement  of negotiable  instruments  for  collection in the
ordinary  course  of  business),   directly  or  indirectly,  in  a
manner,  of any part (to the  extent  of such  part) or all of such
obligation  and (b) an  agreement,  direct or indirect,  contingent
or  otherwise,  and whether or not  constituting  a  guaranty,  the
intention  or  practical  effect of which is to assure the  payment
or  performance  (or  payment  of damages  or  compensation  in the
event of  nonperformance)  of any part (to the extent of such part)
or  all  of  such  obligation   whether  by  (i) the   purchase  of
securities or  obligations,  (ii) the  purchase,  sale or lease (as
lessee or lessor) of property  or the  purchase or sale of services
primarily  for the purpose of enabling  the obligor with respect to
such  obligation to make any payment or performance  (or payment of
damages or  compensation in the event of  nonperformance)  of or on
account  of any part or all of such  obligation,  or to assure  the
owner of such  obligation  against  loss,  (iii) the  supplying  of
funds to or in any other  manner  investing  in the  obligor or any
other  person  with  respect to or on  account of such  obligation,
(iv) repayment  of  amounts  drawn by  beneficiaries  of letters of
credit  or   arising   out  of  the  import  of  goods  or  (v) the
indemnifying or holding  harmless,  in any way, of a person against
any  part (to the  extent  of such  part)  or all of such  person's
obligation  under a Guaranty  except for hold  harmless  agreements
with vendors with respect to product  liability  and  warranties to
customers.

           "Hazardous   Materials"   shall   mean   any   hazardous
substances  or wastes as such terms are  defined in any  applicable
Environmental   Law,   including   (a) oil,   petroleum   and   any
by-product   thereof  and  (b) asbestos   and   asbestos-containing
material.

           "Indebtedness"  shall mean,  with  respect to any person
(a) all  obligations  of such  person  for  borrowed  money or with
respect to  bankers'  acceptances,  deposits,  or  advances  of any
kind,  (b) all  obligations  of such  person  evidenced  by  bonds,
debentures,   notes   or   other   similar   instruments,   (c) all
obligations  of  such  person  upon  which  interest   charges  are
customarily  paid,  except for debt  obligations  of any Subsidiary
of  Borrower  located  in  Brazil  which  are  related  to  foreign
accounts  receivable sold to certain banks,  (d) all obligations of
such  person  for  the  deferred  purchase  price  of  property  or
services  (except  (i) accounts  payable to  suppliers  incurred in
the  ordinary   course  of  business  and  paid  within  one  year,
(ii) non-interest-bearing  notes  payable to suppliers  incurred in
the  ordinary  course of  business  and having a maturity  date not
later  than  one  year  after  the date of  issuance  thereof,  and
(iii) payroll  and other accruals arising in the ordinary course of
business),  (e) all  obligations  of such person under  conditional
sale or other  title  retention  agreements  relating  to  property
purchased by such person,  (f) all  Capitalized Lease  Obligations,
including    obligations    arising   from   sale   and   leaseback
transactions   which  are   required   to  be   accounted   for  as
Capitalized  Lease  Obligations,  (g) all  Indebtedness  of  others
which is secured  by (or for which the holder of such  Indebtedness
has an existing right,  contingent or otherwise,  to be secured by)
a Lien on the  property  or assets of the person in  question  (the
amount of such  Indebtedness  taken into  account for the  purposes
of this  clause (g)  not to exceed the book value of such  property
or  assets),   (h) all  Guaranties  of  such  person,  and  (i) all
obligations  of such person in respect of interest rate  protection
agreements,   foreign  currency  exchange   agreements,   or  other
interest,  exchange rate, or commodity  hedging  transactions  (the
amount of such  Indebtedness  for purposes of this clause (i) to be
the   termination   value  of  such   agreement  or   arrangement);
provided,   however,   that  there  shall  be  excluded  from  this
definition  (x) Indebtedness  between the Borrower and any domestic
Subsidiary  and  (y) Indebtedness  between  domestic  Subsidiaries;
provided  further,   however,  that  any  Indebtedness  owed  to  a
domestic  Subsidiary  remaining  outstanding  after that Subsidiary
ceases  to  be a  Subsidiary  shall  be  included  as  Indebtedness
hereunder.



D5



           "Intercreditor  Agreement"  shall mean an  Intercreditor
Agreement,  by and among the Administrative  Agent on behalf of the
Banks and itself, The Prudential  Insurance Company of America,  on
behalf  of  Noteholders  described  therein,   Borrower,   and  the
Guarantors,  as the same may be amended,  modified or  supplemented
from time to time.

           "Interest  Payment Date" shall mean, with respect to any
Loan, the last day of the Interest Period  applicable  thereto and,
in the case of a LIBOR  Loan with an  Interest  Period of more than
three  months'  duration  or a Fixed  Rate  Loan  with an  Interest
Period of more than 90 days'  duration,  each day that  would  have
been an Interest  Payment Date had successive  Interest  Periods of
three months'  duration or 90 days'  duration,  as the case may be,
been  applicable  to such Loan,  and, in addition,  the date of any
continuation  or conversion  of the Interest  Rate Type  applicable
to such Loan with or to a Loan of a different Interest Rate Type.

           "Interest   Period"  shall  mean  (a) as  to  any  LIBOR
Borrowing,  the period  commencing on the date of such Borrowing or
on the  last  day  of the  immediately  preceding  Interest  Period
applicable  to such  Borrowing,  as the case may be,  and ending on
the numerically  corresponding  day (or, if there is no numerically
corresponding  day, on the last day) in the calendar  month that is
1, 2, 3 or 6 months thereafter,  as the Borrower may elect,  (b) as
to any ABR  Borrowing,  the period  commencing  on the date of such
Borrowing  and ending on the  earliest of (i) the  next  succeeding
March 31, June 30,  September 30 or December 31,  (ii) the Maturity
Date and  (iii) the  date such  Borrowing is continued or converted
to a Borrowing  of a  different  Interest  Rate Type in  accordance
with  Section 2.06 or prepaid in accordance with  Section 2.13  and
(c) as to any Fixed Rate  Borrowing,  the period  commencing on the
date of such  Borrowing  and  ending on the date  specified  in the
Competitive  Bids in which the offer to make the Fixed  Rate  Loans
comprising  such  Borrowing  were  extended,  which  shall  not  be
earlier  than 7 days  after  the  date of such  Borrowing  or later
than  360  days  after  the  date  of  such  Borrowing;   provided,
however,  that if any Interest Period would end on a day other than
a Business  Day,  such  Interest  Period  shall be  extended to the
next  succeeding  Business  Day unless,  in the case of LIBOR Loans
only,  such next  succeeding  Business  Day would  fall in the next
calendar  month,  in which case such  Interest  Period shall end on
the next  preceding  Business Day.  Interest  shall accrue from and
including  the first  day of an  Interest  Period to but  excluding
the last day of such Interest Period.

           "Interest  Rate Type",  when used in respect of any Loan
or  Borrowing,  shall  refer  to the  Rate by  reference  to  which
interest  on such Loan or on the Loans  comprising  such  Borrowing
is determined.  For purposes  hereof,  "Rate" shall mean LIBOR, the
Alternate Base Rate or the Fixed Rate, as applicable.

           "Law"  shall  mean  any  law  (including   common  law),
constitution,   statute,  treaty,   regulation,   rule,  ordinance,
opinion,  release, ruling, order,  injunction,  writ, decree, bond,
judgment,   authorization   or  approval,   lien  or  award  of  or
settlement agreement with any Governmental Authority.

           "LIBOR" shall mean,  with respect to any LIBOR Borrowing
for any  Interest  Period,  an  interest  rate per  annum  (rounded
upwards,  if  necessary,  to the next  1/16th  of 1%)  equal to the
rate at which  deposits in the  applicable  currency  approximately
equal  in  principal  amount  to  (a) in  the  case of a  Revolving
Credit  Borrowing,  the  Administrative  Agent's  portion  of  such
LIBOR Borrowing and (b) in the case of a Competitive  Borrowing,  a
principal  amount that would have been the  Administrative  Agent's
portion  of  such   Competitive   Borrowing  had  such  Competitive
Borrowing  been a Revolving  Credit  Borrowing,  and for a maturity
comparable  to such  Interest  Period are offered to the  principal
London   office  of  the   Administrative   Agent  in   immediately
available  funds in the London  interbank  market at  approximately
11:00  a.m.,   London  time,   two  Business   Days  prior  to  the
commencement of such Interest Period.

           "LIBOR  Borrowing"  shall mean a Borrowing  comprised of
LIBOR Loans.



D5



           "LIBOR  Competitive  Loan"  shall  mean any  Competitive
Loan bearing  interest at a rate  determined  by reference to LIBOR
in accordance with the provisions of Article II.

           "LIBOR  Loan" shall mean any LIBOR  Competitive  Loan or
LIBOR Revolving Credit Loan.

           "LIBOR  Revolving  Credit Loan" shall mean any Revolving
Credit Loan bearing  interest at a rate  determined by reference to
LIBOR in accordance with the provisions of Article II.

           "Lien"  shall  mean  any  mortgage,   pledge,   security
interest,  encumbrance,  lien  or  charge  of any  kind  whatsoever
(including   any   conditional   sale  or  other  title   retention
agreement,  any  lease in the  nature  thereof,  and the  filing or
agreement  to  give  any  financing  statement  under  the  Uniform
Commercial  Code  of  any  jurisdiction   other  than  a  financing
statement filed or given as a  precautionary  measure in respect of
a  lease  which  is  not  required  to  be   accounted   for  as  a
Capitalized  Lease  Obligation and which does not otherwise  secure
an obligation that constitutes Indebtedness).

           "Loan"  shall  mean a  Competitive  Loan or a  Revolving
Credit Loan,  whether made as a LIBOR Loan,  an ABR Loan or a Fixed
Rate Loan, as permitted hereby.

           "Margin" shall mean, as to any LIBOR  Competitive  Loan,
the margin  (expressed  as a percentage  rate per annum in the form
of a decimal to four decimal  places) to be added to or  subtracted
from LIBOR in order to determine  the interest  rate  applicable to
such Loan,  as  specified in the  Competitive  Bid relating to such
Loan.

           "Material   Subsidiary"   shall   mean  any   Subsidiary
incorporated  or otherwise  organized in the United States  (i) the
consolidated  net income of which for the most  recent  fiscal year
of the Borrower for which audited  financial  statements  have been
delivered  pursuant to  Section 5.05  were greater than or equal to
5% of  Consolidated  Net  Income  for such  fiscal  year,  (ii) the
consolidated  tangible  assets  of  which as of the last day of the
Borrower's  most  recently  ended  fiscal year were greater than or
equal to 5% of the Borrower's  consolidated  tangible  assets as of
such  date or  (iii) the  net  worth of which as of the last day of
the  Borrower's  most  recently  ended fiscal year was greater than
or  equal  to  5% of  Consolidated  Net  Worth  as  of  such  date;
provided  that,  if  at  any  time  the  aggregate  amount  of  the
consolidated   net   income,   consolidated   tangible   assets  or
consolidated  net  worth  of  all   Subsidiaries   incorporated  or
otherwise  organized  in the United  States  that are not  Material
Subsidiaries  exceeds 15% of  consolidated  net income for any such
fiscal year, 15% of the  Borrower's  consolidated  tangible  assets
as of the end of any such  fiscal year or 15% of  Consolidated  Net
Worth for any such  fiscal  year,  the  Borrower  (or, in the event
the   Borrower   has   failed  to  do  so   within  10  days,   the
Administrative  Agent) shall  designate as "Material  Subsidiaries"
Subsidiaries  incorporated  or  otherwise  organized  in the United
States  sufficient to eliminate  such excess,  and such  designated
Subsidiaries  incorporated  in the  United  States  shall  for  all
purposes of this Agreement constitute Material Subsidiaries.

           "Maturity  Date"  shall mean May 24,  2002 or such other
Maturity Date then in effect pursuant to Section 2.12(e).

           "Moody's"  shall mean Moody's  Investors  Service,  Inc.
and its successors.

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



D5



           "Multiple  Employer  Plan"  shall  mean a Plan which has
two or more  contributing  sponsors  (including the Borrower or any
ERISA  Affiliate)  at  least  two of  which  are not  under  common
control,  as such a Plan is described in Sections  4063 and 4064 of
ERISA.

           "Notes"  shall  mean  the  Competitive   Notes  and  the
Revolving Credit Notes.

           "Obligations"  shall mean the obligation of the Borrower
to make due and  punctual  payments of principal of and interest on
the Loans,  the Facility Fee and all other monetary  obligations of
the  Borrower  to the  Administrative  Agent or any Bank under this
Agreement, the Notes or the Fundamental Documents.

           "PBGC"   shall  mean  the   Pension   Benefit   Guaranty
Corporation referred to and defined in ERISA.

           "person"  or  "Person"  shall mean any  natural  person,
corporation,  trust,  association,  company,  partnership,  limited
liability  company,  joint venture or government,  or any agency or
political subdivision thereof.

           "Plan"  shall  mean  any  employee  plan   (including  a
Multiple  Employer  Plan  but not a  Multiemployer  Plan)  which is
subject  to the  provisions  of  Title  IV of  ERISA  and  which is
maintained  for  employees of the  Borrower or any ERISA  Affiliate
of the Borrower.

           "Pro Forma  Basis"  shall mean,  in  connection  with an
acquisition or  disposition by or merger  involving the Borrower or
any Subsidiary,  a computation of compliance with the  requirements
of this  Agreement for the  immediately  preceding four full fiscal
quarters or other relevant period  assuming that such  acquisition,
disposition  or  merger  had  occurred  at the  beginning  of  such
period.  Such  computation  shall take into  account  the  relevant
financial  information  with respect to the acquired,  disposed of,
or  merged  entity  for  such  period  and  shall  assume  that any
Indebtedness   incurred  in  connection   with  such   acquisition,
disposition  or merger had been  incurred at the  beginning of such
period;  provided,  however, in order to avoid double-counting,  it
is  acknowledged  that if the  Borrower  or any  Subsidiary  incurs
Indebtedness  in  connection  with such a  transaction  and  repays
Indebtedness  of the acquired,  disposed of or merged  entity,  the
Indebtedness  so repaid  shall not be included as  Indebtedness  of
such entity for such period.

           "Prohibited   Transaction"  shall  mean  any  prohibited
transaction  as  described  in Section  4975 of the Code or Section
406  of  ERISA  for  which  neither  an  individual   nor  a  class
exemption has been issued by the U.S. Department of Labor.

           "Proposed   Acquisition"  shall  mean  that  acquisition
reflected  in  the   confidential   projected   income   statement,
statement  of cash  flow,  and  balance  sheet,  dated as of May 9,
2001,  and  entitled,  "Acquisition  Consolidated,"  which has been
made  available  to  the  Banks  and  the   Administrative   Agent,
provided  that in making the  Proposed  Acquisition,  Borrower  and
its Subsidiaries  shall not violate  Regulations T, U, or X and, to
the extent  that any credit  provided  hereunder  shall be utilized
to  purchase  or carry  margin  stock (as such terms are defined in
Regulation  U)  in  connection   with  the  Proposed   Acquisition,
Borrower  shall provide to the  Administrative  Agent such forms as
are required by  Regulation  U and the value of such margin  stock,
together  with all other margin  stock,  held by Borrower (if it is
making the  acquisition)  or of any Subsidiary  which is making the
acquisition  shall not  exceed  25% of the value of the  assets (as
such values are  determined  in  accordance  with  Regulation U) of
the person  making the  acquisition;  and,  for purposes of Section
6.11,  the  Proposed  Acquisition  shall be  deemed to occur on the
date on which an  amount in excess  of  $1,000,000  (or its  Dollar
Equivalent)  is expended or  committed to be expended by any one or
more of Borrower or any of its  Subsidiaries  in  consideration  of
such acquisition.



D5



           "Reduction   Date"  shall  have  the  meaning  given  in
Section 2.12(c) hereof.

           "Register" shall be as defined in Section 2.23(e).

           "Regulation D"  shall mean Regulation D of the Board, as
the same is from time to time in effect,  and all official  rulings
and interpretations thereunder or thereof.

           "Regulation T"  shall mean Regulation T of the Board, as
the same is from time to time in effect,  and all official  rulings
and interpretations thereunder or thereof.

           "Regulation U"  shall mean Regulation U of the Board, as
the same is from time to time in effect,  and all official  rulings
and interpretations thereunder or thereof.

           "Regulation X"  shall mean Regulation X of the Board, as
the same is from time to time in effect,  and all official  rulings
and interpretations thereunder or thereof.

           "Reportable  Event" shall mean any  reportable  event as
defined  in  Section 4043(c)  of  ERISA or the  regulations  issued
thereunder.

           "Required  Banks"  shall mean at any time Banks  holding
(i) greater than 50% of the Commitments and  (ii) greater  than 50%
of the principal  amount of Loans then  outstanding;  provided that
in order to terminate  the  Commitments  or declare the Notes to be
forthwith  due  and  payable   pursuant  to   Article VII   hereof,
"Required  Banks" shall mean Banks holding  greater than 50% of the
aggregate principal amount then outstanding of Credit Exposures.

           "Reset Date" is defined at Section 1.03.

           "Revolving  Credit  Borrowing"  shall  mean a  Borrowing
consisting  of  simultaneous  Revolving  Credit  Loans from each of
the Banks.

           "Revolving  Credit  Borrowing   Request"  shall  mean  a
request made pursuant to Section 2.05 in the form of Exhibit A-5.

           "Revolving  Credit Exposure" shall mean, with respect to
any  Bank  at any  time,  the  sum of  (a) the  outstanding  Dollar
Equivalent  principal  amount of such Bank's Revolving Credit Loans
denominated  in  Dollars,  and  (b) the  Dollar  Equivalent  of the
outstanding  principal  amount  of  such  Bank's  Revolving  Credit
Loans denominated in Alternate Currencies.

           "Revolving  Credit Loans" shall mean the revolving loans
made by the Banks to the Borrower  pursuant to  Section 2.05.  Each
Revolving  Credit  Loan shall be a LIBOR  Revolving  Credit Loan or
an ABR Loan.

           "Revolving  Credit Note" shall mean a promissory note of
the Borrower in the form of  Exhibit B-2,  executed  and  delivered
as provided in Section 2.08.

           "Senior   Officer"   shall  mean  the   Chairman,   Vice
Chairman, President and Senior Vice Presidents of the Borrower.

           "Standard  & Poor's"  and "S&P"  shall  mean  Standard &
Poor's Rating  Services,  a division of The McGraw-Hill  Companies,
Inc., and its successors.



D5



           "Statutory  Reserves" shall mean with  respect to LIBOR,
a fraction  (expressed  as a decimal) the numerator of which is the
number  one  and  the   denominator  of  which  is  one  minus  the
aggregate  of  the  maximum  reserve  requirements  (including  any
marginal,    special,    emergency   or   supplemental    reserves)
established  by the Board or any other  banking  authority to which
a Bank is  subject  for  Eurocurrency  Liabilities  (as  defined in
Regulation  D).  Such  reserve   percentages  shall  include  those
imposed  under  Regulation D.   LIBOR  Loans  shall  be  deemed  to
constitute  Eurocurrency  Liabilities  and as such  shall be deemed
to be subject to such reserve  requirements  without  benefit of or
credit  for   proration,   exceptions   or  offsets  which  may  be
available  from  time  to  time  to any  Bank  under  Regulation D.
Statutory  Reserves  shall be adjusted  automatically  on and as of
the effective date of any change in any reserve percentage.

           "subsidiary"  shall  mean,  with  respect to any person,
any  corporation,  association  or other  business  entity of which
more  than  50% of the  securities  or  other  ownership  interests
having  ordinary  voting  power  is,  at  the  time  of  which  any
determination  is being made,  owned or  controlled  by such person
or one or more subsidiaries of such person.

           "Subsidiary" shall mean a subsidiary of the Borrower.

           "TARGET   Day"   shall   mean  any  day  on  which   the
Trans-European   Automated   Real-time  Gross  Settlement   Express
Transfer  (TARGET)  System (or, if such  clearing  system ceases to
be operative,  such other  clearing  system (if any)  determined by
the  Administrative   Agent  to  be  a  suitable   replacement)  is
operating.

           "Total  Commitment"  shall mean the aggregate  amount of
the Banks' Commitments, as in effect at such time.

           "Withdrawal   Liability"   shall  mean  liability  to  a
Multiemployer   Plan  as  a  result  of  a   complete   or  partial
withdrawal  from  such  Multiemployer   Plan,  as  such  terms  are
defined  in  Part I  of  Subtitle E   of  Title IV  of  ERISA,   or
liability  to  a  Multiple   Employer   Plan  pursuant  to  Section
4062(e), 4063, or 4064 of ERISA.

           SECTION 1.02.    Accounting  Terms  and  Determinations.
All  accounting  terms not  specifically  defined  herein  shall be
construed  in  accordance   with  generally   accepted   accounting
principles  and  practices  consistent  in  all  material  respects
(except  for  changes   with  which  the   Borrower's   independent
auditors   concur  and  as  to  which  Borrower  shall  notify  the
Administrative   Agent  in  writing  prior  to  the   effectiveness
thereof)  with those  applied in the  preparation  of the financial
statements  referred to in  Section 3.05(a)  (and references herein
to generally  accepted  accounting  principles shall mean generally
accepted  accounting  principles  as so applied) and all  financial
data  submitted  pursuant  to this  Agreement  shall be prepared in
accordance   with  such   principles  and   practices,   except  as
otherwise  expressed  herein.  The  definitions  in this  Article I
shall apply  equally to both the  singular  and plural forms of the
terms  defined.  Whenever  the  context  may  require,  any pronoun
shall  include the  corresponding  masculine,  feminine  and neuter
forms.  The words  "include",  "includes"  and  "including" as used
in this  Agreement  and any  Exhibit or  Schedule  hereto  shall be
deemed  in  each  case  to  be  followed  by  the  phrase  "without
limitation".



D5



           SECTION 1.03.   Exchange  Rates.   (a)  Not  later  than
1:00 p.m.,   London   time,   on   each   Calculation   Date,   the
Administrative  Agent shall  (i) determine  the Exchange Rate as of
such Calculation  Date with respect to each Alternate  Currency and
(ii) give  notice  thereof  to the  Banks  and  the  Borrower.  The
Exchange  Rates so determined  shall become  effective on the first
Business Day immediately  following the relevant  Calculation  Date
(a  "Reset   Date"),   shall  remain   effective   until  the  next
succeeding   Reset  Date,  and  shall  for  all  purposes  of  this
Agreement   (other  than   Section 10.12  or  any  other  provision
expressly  requiring  the use of a  current  Exchange  Rate) be the
Exchange Rates employed in converting any amounts  between  Dollars
and Alternate Currencies.

           (b)  Not  later than  5:00 p.m.,  London  time,  on each
Reset  Date and each date on which a  Borrowing  shall  occur,  the
Administrative  Agent shall  (i) determine the Dollar Equivalent of
the aggregate  principal  amount of the Loans then outstanding that
are  denominated  in Alternate  Currencies  (after giving effect to
any  Loans  made  or  repaid  on such  date)  and  (ii) notify  the
Borrower of the aggregate Credit Exposures of the Banks.

                            ARTICLE II
                               LOANS

                SECTION  2.01.  Commitments.   (a) Subject  to  the
terms and  conditions  hereof and relying upon the  representations
and warranties  herein set forth,  each Bank agrees,  severally and
not jointly,  to make  Revolving  Credit Loans to the Borrower,  in
Dollars or one or more Alternate  Currencies,  at any time and from
time to  time  on and  after  the  Effective  Date  and  until  the
earlier of the Maturity Date or the  termination  of the Commitment
of  such  Bank,  in an  aggregate  principal  amount  at  any  time
outstanding not to exceed such Bank's  Commitment  minus the amount
by which the  Competitive  Loans  outstanding at such time shall be
deemed to have  used  such  Commitment  pursuant  to  Section 2.18,
subject,  however,  to the  conditions  that  (a) at no time  shall
(i) the sum of (A) the  outstanding  aggregate  principal amount of
all  Revolving  Credit   Exposures  of  all  Banks,   plus  (B) the
outstanding  aggregate  principal  amount of all Competitive  Loans
made by all Banks exceed  (ii) the Total  Commitment and (b) at all
times  (except as expressly  contemplated  by the last  sentence of
Section 2.12(d))  the Revolving  Credit Exposure of each Bank shall
equal  the  product  of  (i) such  Bank's   Applicable   Commitment
Percentage  and (ii) the  outstanding  aggregate  Revolving  Credit
Exposures.

           (b)  Within  the  foregoing  limits,  the  Borrower  may
borrow,  pay or repay  and  reborrow  hereunder,  on and  after the
Effective Date and prior to the Maturity  Date,  upon the terms and
subject to the conditions and limitations set forth herein.

           SECTION  2.02.  Loans.  (a) Each  Revolving  Credit Loan
shall be made as part of a  Borrowing  consisting  of Loans made by
the Banks ratably in accordance with their  Commitments;  provided,
however,  that  the  failure  of any  Bank  to make  any  Revolving
Credit  Loan  shall not in  itself  relieve  any other  Bank of its
obligation to lend hereunder (it being  understood,  however,  that
no Bank shall be  responsible  for the failure of any other Bank to
make  any  Loan  required  to be  made by such  other  Bank).  Each
Competitive  Loan shall be made in Dollars in  accordance  with the
procedures  set  forth  in  Section 2.04.   The  Competitive  Loans
comprising  any  Borrowing  shall be  denominated  in Dollars in an
aggregate  amount  that is at least  $5,000,000  and in an integral
multiple of  $1,000,000.  The  Revolving  Credit  Loans  comprising
any Borrowing  shall be in a minimum  amount of $5,000,000  (or the
Dollar  Equivalent  thereof) and, in the case of Loans  denominated
in Dollars,  an integral  multiple of  $1,000,000,  or an aggregate
principal  amount  equal to (or the Dollar  Equivalent  of which is
equal to) the remaining balance of the available Commitments.



D5



           (b)  Each  Competitive   Borrowing  shall  be  comprised
entirely of LIBOR  Competitive  Loans or Fixed Rate Loans, and each
Revolving  Credit  Borrowing  shall be comprised  entirely of LIBOR
Revolving   Credit   Loans,   or,  in  the  case  of  a   Borrowing
denominated  in Dollars,  ABR Loans,  as the  Borrower  may request
pursuant to  Section 2.04  or 2.05,  as  applicable.  Each Bank may
at its  option  make any LIBOR  Loan by  causing  any  domestic  or
foreign  branch  or  Affiliate  of such  Bank to  make  such  Loan;
provided  that any  exercise  of such  option  shall not affect the
obligation  of the Borrower to repay such Loan in  accordance  with
the terms of this  Agreement and the  applicable  Note.  Borrowings
of more  than one  Interest  Rate  Type may be  outstanding  at the
same  time;  provided,  however,  that the  Borrower  shall  not be
entitled to request any Borrowing  that,  if made,  would result in
an  aggregate  of more than 15 separate  Revolving  Credit Loans of
any one Bank  being  outstanding  hereunder  at any one  time.  For
purposes of the calculation  required by the immediately  preceding
sentence,  LIBOR Revolving Credit Loans having  different  Interest
Periods,  regardless  of whether  they  commence  on the same date,
shall  be  considered  separate  Loans  and all  Loans  of a single
Interest  Rate Type made on a single  date  shall be  considered  a
single Loan if such Loans have a common Interest Period.

           (c)  Each Bank  shall make each Loan  (other  than Loans
denominated  in  Alternate  Currencies)  to be made by it hereunder
on the  proposed  date  thereof  by wire  transfer  of  immediately
available funds to the Administrative  Agent in Chicago,  Illinois,
not  later  than   12:00 noon,   New  York  City   time,   and  the
Administrative  Agent  shall  by  3:00 p.m.,  New York  City  time,
credit the amounts so received  to the general  deposit  account of
the   Borrower  as  directed  in  writing  from  time  to  time  by
Borrower,  or, if a Borrowing  shall not occur on such date because
any condition  precedent  herein specified shall not have been met,
return the amounts so received to the  respective  Banks as soon as
practicable.  Competitive  Loans  shall  be  made  by the  Bank  or
Banks whose  Competitive  Bids  therefor are  accepted  pursuant to
Section 2.04  in the  amounts  so  accepted  and  Revolving  Credit
Loans  shall  be made by the  Banks  pro  rata in  accordance  with
Section 2.18.  Each Bank  shall  make each Loan  denominated  in an
Alternate  Currency  to be made  by it  hereunder  on the  proposed
date thereof by wire transfer of such  immediately  available funds
as may  then be  customary  for  the  settlement  of  international
transactions in the applicable  Alternate Currency,  by 12:00 noon,
New   York   City   time,   to  an   account   designated   by  the
Administrative  Agent.  The  Administrative  Agent  will  make such
Loans  available to the Borrower by promptly  crediting the amounts
so  received,  in like  funds,  to an  account of the  Borrower  as
specified in the applicable  Revolving Credit Borrowing  Request or
Competitive  Bid  Request.  Unless the  Administrative  Agent shall
have  received  notice  from  a  Bank  prior  to  the  date  of any
Borrowing,  the Administrative  Agent may assume that such Bank has
made such  portion  available  to the  Administrative  Agent on the
date of such Borrowing in accordance  with this  paragraph (c)  and
the  Administrative  Agent may, in reliance  upon such  assumption,
make  available  to the  Borrower  on  such  date  a  corresponding
amount.  If and to the  extent  that such Bank  shall not have made
such portion available to the  Administrative  Agent, such Bank and
the Borrower severally agree to repay to the  Administrative  Agent
forthwith  on  demand  such  corresponding   amount  together  with
interest  thereon,  for each day from the date such  amount is made
available to the  Borrower  until the date such amount is repaid to
the  Administrative  Agent at (i) in the case of the Borrower,  the
interest rate  applicable at the time to the Loans  comprising such
Borrowing  and  (ii) in the case of such Bank,  the  Federal  Funds
Effective  Rate,  or, in the case of any amount  denominated  in an
Alternate  Currency,  such other rate as shall be  specified by the
Administrative  Agent  as  representing  its cost of  overnight  or
short-term  funds in such  currency.  If such Bank  shall  repay to
the  Administrative  Agent such corresponding  amount,  such amount
shall  constitute  such Bank's Loan as part of such  Borrowing  for
purposes of this Agreement.

           (d)  Notwithstanding   any  other   provision   of  this
Agreement,  the  Borrower  shall not be  entitled  to  request  any
Borrowing if the Interest  Period  requested  with respect  thereto
would end after the Maturity  Date and all  Revolving  Credit Loans
shall be due and payable on the Maturity Date.



D5



           SECTION 2.03.  Use  of  Proceeds.  The  proceeds  of the
Loans shall be used to refinance  outstanding  Indebtedness  of the
Borrower under that 364-Day Competitive  Advance,  Revolving Credit
and Guaranty  Agreement  dated as of October 23, 1997,  as amended,
modified,  and  supplemented  through  the date  hereof,  among the
Borrower,  the guarantors and banks,  party thereto,  and The Chase
Manhattan   Bank,   as   Agent,   and  ABN  AMRO  Bank   N.V.,   as
Documentation   Agent,   and  for  general   working   capital  and
corporate  purposes,  including  acquisitions  in the  industry  of
Borrower or any of its Material Subsidiaries.

           SECTION  2.04.   Competitive   Bid  Procedure.   (a)  In
order  to  request   Competitive  Bids,  the  Borrower  shall  hand
deliver  or  telecopy  (or  deliver  by  comparable  means)  to the
Administrative  Agent a duly completed  Competitive  Bid Request in
the  form of  Exhibit A-1,  to be  received  by the  Administrative
Agent (i) in the case of a LIBOR Competitive  Borrowing,  not later
than 11:00 a.m.,  New York City time,  four  Business Days before a
proposed  Competitive  Borrowing  and  (ii) in  the case of a Fixed
Rate  Borrowing,  not later  than 11:00  a.m.,  New York City time,
one Business Day before a proposed  Competitive  Borrowing.  No ABR
Loan shall be  requested  in, or made  pursuant  to, a  Competitive
Bid  Request.  A  Competitive  Bid  Request  that does not  conform
substantially  to the format of Exhibit A-1  may be rejected in the
Administrative  Agent's  sole  discretion,  and the  Administrative
Agent  shall  promptly  notify the  Borrower of such  rejection  by
telecopier  or in a comparable  manner.  Such request shall in each
case  refer  to  this   Agreement  and  specify   (i) whether   the
Borrowing  then being  requested  is to be a LIBOR  Borrowing  or a
Fixed  Rate  Borrowing,  (ii) the  date  of such  Borrowing  (which
shall  be a  Business  Day)  and  the  aggregate  principal  amount
thereof,  which  shall be in an  aggregate  amount that is at least
$5,000,000  and  in  an  integral   multiple  of  $1,000,000,   and
(iii) the  Interest  Period with respect thereto (which may not end
after  the  Maturity  Date).   Promptly  after  its  receipt  of  a
Competitive  Bid Request  that is not  rejected as  aforesaid,  the
Administrative  Agent shall  invite by  telecopier  in the form set
forth in  Exhibit A-2,  or in a  comparable  manner,  the  Banks to
bid,  on  the  terms  and  subject  to  the   conditions   of  this
Agreement,  to make  Competitive  Loans pursuant to the Competitive
Bid Request.

           (b)  Each Bank may, in its sole discretion,  make one or
more Competitive  Bids to the Borrower  responsive to a Competitive
Bid  Request.  Each  Competitive  Bid by a Bank must be received by
the  Administrative  Agent  via  telecopier  (or  in  a  comparable
manner),  in the form of  Exhibit A-3,  (i) in  the case of a LIBOR
Competitive  Borrowing,  not later than 10:30  a.m.,  New York City
time, three Business Days before a proposed  Competitive  Borrowing
and  (ii) in  the case of a Fixed  Rate  Borrowing,  not later than
10:30  a.m.,  New  York  City  time,  on  the  day  of  a  proposed
Competitive  Borrowing.  Multiple  bids  will  be  accepted  by the
Administrative   Agent.   Competitive  Bids  that  do  not  conform
substantially  to the format of Exhibit A-3  may be rejected by the
Administrative   Agent  after   conferring   with,   and  upon  the
instruction of, the Borrower,  and the  Administrative  Agent shall
notify the Bank making  such  nonconforming  bid of such  rejection
as soon as  practicable.  Each  Competitive Bid shall refer to this
Agreement and specify (i) the  principal  amount (which shall be in
a  minimum  principal  amount  of  $5,000,000  and  in an  integral
multiple  of  $1,000,000  and which may equal the entire  principal
amount of the Competitive  Borrowing  requested by the Borrower) of
the  Competitive  Loan or Loans that the Bank is willing to make to
the Borrower,  (ii) the  Competitive Bid Rate or Rates at which the
Bank is  prepared  to  make  the  Competitive  Loan  or  Loans  and
(iii) the  Interest  Period and the last day  thereof.  If any Bank
shall  elect not to make a  Competitive  Bid,  such  Bank  shall so
notify the  Administrative  Agent via telecopier or in a comparable
manner (i) in the case of LIBOR  Competitive  Loans, not later than
10:30  a.m.,  New York City  time,  three  Business  Days  before a
proposed  Competitive  Borrowing and (ii) in the case of Fixed Rate
Loans,  not later than  10:30 a.m.,  New York City time, on the day
of  a  proposed  Competitive  Borrowing;  provided,  however,  that
failure by any Bank to give such  notice  shall not cause such Bank
to be  obligated  to  make  any  Competitive  Loan  as part of such
Competitive  Borrowing.  A  Competitive  Bid  submitted  by a  Bank
pursuant to this paragraph (b) shall be irrevocable.



D5



           (c)  The  Administrative Agent shall promptly notify the
Borrower  by  telecopier,  or in a  comparable  manner,  of all the
Competitive  Bids made, the  Competitive Bid Rate and the principal
amount of each  Competitive  Loan in respect of which a Competitive
Bid was made and the  identity  of the Bank  that  made  each  bid.
The  Administrative  Agent  shall  send a copy  of all  Competitive
Bids to the Borrower for its records as soon as  practicable  after
completion of the bidding process set forth in this Section 2.04.

           (d)  The   Borrower   may  in  its  sole  and   absolute
discretion,  subject only to the provisions of this  paragraph (d),
accept or reject any Competitive  Bid referred to in  paragraph (b)
above.  The  Borrower  shall  notify  the  Administrative  Agent by
telephone,  confirmed by telecopier,  or in a comparable manner, in
the form of a Competitive Bid  Accept/Reject  Letter in the form of
Exhibit A-4,  whether  and to what  extent it has decided to accept
or  reject  any of or all the  bids  referred  to in  paragraph (b)
above,  (i) in  the  case of a  LIBOR  Competitive  Borrowing,  not
later than 11:30 a.m.,  New York  City time,  three  Business  Days
before a proposed  Competitive  Borrowing and (ii) in the case of a
Fixed Rate  Borrowing,  not later than  11:30  a.m.,  New York City
time,  on the day of a proposed  Competitive  Borrowing;  provided,
however,  that (A) the  failure by the Borrower to give such notice
shall be deemed to be a  rejection  of all the bids  referred to in
paragraph (b)  above,  (B) the Borrower shall not accept a bid made
at a  particular  Competitive  Bid Rate if the Borrower has decided
to  reject  a bid made at a lower  Competitive  Bid  Rate,  (C) the
aggregate  amount of the Competitive  Bids accepted by the Borrower
shall  not   exceed  the   principal   amount   specified   in  the
Competitive  Bid Request,  (D) if the  Borrower  shall accept a bid
or bids made at a  particular  Competitive  Bid Rate but the amount
of such bid or bids  shall  cause  the  total  amount of bids to be
accepted  by the  Borrower  to exceed the amount  specified  in the
Competitive  Bid Request,  then the Borrower shall accept a portion
of such bid or bids in an amount  equal to the amount  specified in
the   Competitive   Bid  Request  less  the  amount  of  all  other
Competitive  Bids  accepted  at lower  Competitive  Bid Rates  with
respect to such  Competitive Bid Request (it being  understood that
acceptance,  in the case of multiple bids at such  Competitive  Bid
Rate,  shall be made  pro rata in  accordance  with the  amount  of
each  such  bid  at  such  Competitive  Bid  Rate)  and  (E) except
pursuant  to  clause (D)  above,  no bid  shall be  accepted  for a
Competitive  Loan unless such  Competitive  Loan is in an aggregate
amount  that is at least  $5,000,000  and an  integral  multiple of
$1,000,000;  provided further,  however, that if a Competitive Loan
must  be  in  an  amount  less  than  $5,000,000   because  of  the
provisions of clause (D)  above,  such  Competitive  Loan may be in
an  aggregate  amount that is at least  $1,000,000  or any integral
multiple  thereof,  and in calculating  the pro rata  allocation of
acceptances   of  portions  of  multiple   bids  at  a   particular
Competitive  Bid Rate pursuant to  clause (D)  the amounts shall be
rounded  to  integral  multiples  of  $1,000,000  in a manner  that
shall be in the  discretion  of the  Borrower.  A  notice  given by
the Borrower pursuant to this paragraph (d) shall be irrevocable.

           (e)  The  Administrative  Agent  shall  promptly  notify
each  bidding Bank whether its  Competitive  Bid has been  accepted
(and if so, in what  amount  and at what  Competitive  Bid Rate) by
telecopy,  or in a comparable  manner,  sent by the  Administrative
Agent,  and each  successful  bidder will  thereupon  become bound,
subject  to the other  applicable  conditions  hereof,  to make the
Competitive Loan in respect of which its bid has been accepted.

           (f)  A  Competitive Bid Request shall not be made within
four Business Days after the date of any previous  Competitive  Bid
Request.

           (g)  If the  Administrative  Agent shall elect to submit
a  Competitive  Bid in its capacity as a Bank, it shall submit such
bid  directly to the  Borrower  one quarter of an hour earlier than
the latest  time at which the other  Banks are  required  to submit
their bids to the  Administrative  Agent pursuant to  paragraph (b)
above.



D5



           (h)  All notices required by this Section 2.04  shall be
given in accordance with Section 10.01.

           (i)  Notwithstanding   any  other   provisions  of  this
Agreement,  the  Borrower  shall not be  entitled  to  request  any
Competitive   Borrowing  if  the  Interest  Period  requested  with
respect  thereto  would  end  after  the  Maturity  Date  and  each
Competitive  Borrowing  shall be due and payable on the last day of
the Interest Period applicable thereto.

           SECTION  2.05.  Revolving  Credit  Borrowing  Procedure.
In  order  to  effect  a   Revolving   Credit   Borrowing   or  the
continuation  or  conversion  of an Interest  Rate Type  applicable
thereto,  the  Borrower  shall hand deliver or telecopy (or deliver
by  comparable  means)  to the  Administrative  Agent  a  Borrowing
notice  in the  form  of  Exhibit A-5  (a) in  the  case of a LIBOR
Revolving  Credit  Borrowing or the  continuation  or conversion of
an  Interest  Rate Type  applicable  thereto,  not later than 12:00
noon,  New York City time,  three  Business  Days before a proposed
Borrowing   or  before  the  last  day  of  the   Interest   Period
applicable to a Revolving  Credit  Borrowing for which the Interest
Rate Type is to be continued or  converted,  and (b) in the case of
an ABR Borrowing,  not later than  10:00 a.m.,  New York City time,
on the day of a  proposed  Borrowing.  No Fixed  Rate Loan or LIBOR
Competitive   Loan  shall  be  requested  or  made  pursuant  to  a
Revolving   Credit   Borrowing   Request.   Such  notice  shall  be
irrevocable  and  shall  in  each  case  specify   (a) whether  the
Borrowing  then being  requested  is to be, or the  Borrowing  with
respect  to which  the  Interest  Rate Type is being  continued  or
converted  is,  a  LIBOR  Revolving  Credit  Borrowing  or  an  ABR
Borrowing,  (b) whether  such  Borrowing  is to be in Dollars or an
Alternate  Currency  (and  if  in  an  Alternate   Currency,   such
Alternate   Currency),   (c) the  date  of  such  Revolving  Credit
Borrowing  or  continuation   or  conversion   (which  shall  be  a
Business  Day) and the amount  thereof in Dollars  (notwithstanding
that the request may be for a Borrowing in an  Alternate  Currency)
and  (d) if  such  Borrowing  is to  be a  LIBOR  Revolving  Credit
Borrowing  or if the  Borrowing  with respect to which the Interest
Rate  Type  being  continued  or  converted  is a  LIBOR  Revolving
Credit  Borrowing,  the Interest Period with respect thereto (which
may not end after the  Maturity  Date).  If no  election  as to the
Interest  Rate Type of Revolving  Credit  Borrowing is specified in
any such notice,  then the  requested  Revolving  Credit  Borrowing
shall be an ABR  Borrowing.  If no Interest  Period with respect to
any LIBOR  Revolving  Credit  Borrowing  is  specified  in any such
notice,  then the  Borrower  shall be  deemed to have  selected  an
Interest  Period of one month's  duration.  If the  Borrower  shall
not have given notice in accordance  with this  Section 2.05 of its
election  to  continue  or  convert  the  Interest  Rate Type for a
Revolving  Credit  Borrowing  prior  to the  end  of  the  Interest
Period in effect  for such  Borrowing,  then  (a) in  the case of a
Borrowing in Dollars,  the Borrower  shall  (unless such  Borrowing
is repaid  at the end of such  Interest  Period)  be deemed to have
given  notice of an election  to  continue or convert,  as the case
may be, such  Borrowing as an ABR  Borrowing and (b) in the case of
a Borrowing in an Alternate  Currency,  such Borrowing shall be due
and   payable   at  the   end  of   such   Interest   Period.   The
Administrative  Agent  shall  promptly  advise  the  Banks  of  any
notice  given  pursuant  to this  Section 2.05  and of each  Bank's
portion of the requested Borrowing.

           SECTION 2.06.  [RESERVED].



D5



           SECTION 2.07.  Fees.  (a) The  Borrower agrees to pay to
each Bank,  through the  Administrative  Agent,  on each  March 31,
June 30,  September 30  and December 31 and on the Maturity Date or
any earlier  date on which the  Commitment  of such Bank shall have
been  terminated and the  outstanding  Loans of such Bank have been
repaid  in  full,  a  facility  fee  (a  "Facility   Fee")  on  the
Commitment  of such Bank,  whether used or unused,  and,  after the
Commitment  of  such  Bank  shall  have  been  terminated,  on  the
outstanding  principal  amount  of  such  Bank's  Revolving  Credit
Exposure,  during the  quarter  ending on the date such  payment is
due (or shorter period  commencing  with the date of this Agreement
or ending with the  Maturity  Date or any earlier date on which the
Commitments  shall have been terminated and the  outstanding  Loans
of such  Bank  repaid in  full),  at a rate per annum  equal to the
Applicable  Percentage  from time to time in effect.  All  Facility
Fees shall be  computed  on the basis of the actual  number of days
elapsed in a year of 360 days.  The  Facility  Fee due to each Bank
shall  commence  to accrue on the  Closing  Date and shall cease to
accrue  on the  Maturity  Date or any  earlier  date on  which  the
Commitment  of  such  Bank  shall  have  been  terminated  and  the
outstanding Loans of such Bank repaid in full.

           (b)  The  Borrower  agrees to pay to each Bank,  through
the  Administrative  Agent,  on each March 31,  June 30,  September
30,  December 31, and on the  Maturity  Date or any earlier date on
which the  Commitment  of such Bank shall have  terminated  and the
outstanding  Loans of such Bank have been  repaid in full,  a usage
fee (a  "Usage  Fee") at a rate per annum  equal to the  Applicable
Percentage  from time to time in effect on the aggregate  amount of
such Bank's  Credit  Exposure  for each day on which the  aggregate
Credit  Exposure of all Banks shall be greater  than fifty  percent
(50%) of the total  Commitments.  All Usage Fees shall be  computed
on the  basis of the  actual  number of days  elapsed  in a year of
360 days  and  shall  be  payable  for the  actual  number  of days
elapsed (including the first day but excluding the last day).

           (c)  The  Borrower  agrees  to  pay  the  Administrative
Agent,  for its  own  account,  the  fees  provided  for in the Fee
Letter.

           (d)  All  fees  shall  be  paid  on the  dates  due,  in
immediately  available  funds,  to  the  Administrative  Agent  for
distribution,  if and as appropriate,  among the Banks.  Once paid,
none of the fees shall be refundable under any circumstances.

           SECTION   2.08.   Notes;   Repayment   of   Loans.   The
Competitive  Loans  made by  each  Bank  shall  be  evidenced  by a
single  Competitive  Note duly  executed on behalf of the Borrower,
dated the Closing Date, in  substantially  the form attached hereto
as Exhibit B-1  with the blanks  appropriately  filled,  payable to
the order of such  Bank in a  principal  amount  equal to the Total
Commitment.  The  Revolving  Credit  Loans  made by each Bank shall
be evidenced  by a single  Revolving  Credit Note duly  executed on
behalf of the Borrower,  dated the Closing  Date, in  substantially
the  form   attached   hereto  as   Exhibit B-2   with  the  blanks
appropriately  filled,  payable  to the  order  of  such  Bank in a
principal  amount  equal  to  the  Commitment  of  such  Bank.  The
outstanding   principal   balance  of  each   Competitive  Loan  or
Revolving  Credit Loan,  as evidenced by the relevant  Note,  shall
be payable  (a) in the case of a Competitive  Loan, on the last day
of the Interest Period  applicable to such  Competitive Loan and on
the Maturity  Date and (b) in the case of a Revolving  Credit Loan,
on  the  Maturity   Date  in  the  currency  of  such  Loan.   Each
Competitive   Note  and  each  Revolving  Credit  Note  shall  bear
interest  from  the  date  thereof  on  the  outstanding  principal
balance  thereof  as set forth in  Section 2.09.  Each Bank  shall,
and  is  hereby  authorized  by the  Borrower  to,  endorse  on the
schedule  to  the  relevant  Note  held  by  such  Bank  (or  on  a
continuation  of such schedule  attached to each such Note and made
a part  thereof),  or otherwise  to record in such Bank's  internal
records, an appropriate notation evidencing the date, currency



D5



and amount of each  Competitive  Loan or Revolving  Credit Loan, as
applicable,  of such Bank,  each payment or prepayment of principal
of any  Competitive  Loan or Revolving  Credit Loan, as applicable,
and the other  information  provided  on such  schedule;  provided,
however,  that the  failure of any Bank to make such a notation  or
any error  therein  shall not in any manner  affect the  obligation
of the  Borrower  to  repay  the  Competitive  Loans  or  Revolving
Credit Loans,  as applicable,  made by such Bank in accordance with
the terms of the relevant Note.

           SECTION  2.09.  Interest  on Loans.  (a) Subject  to the
provisions of  Sections 2.10  and 2.11, the Loans  comprising  each
LIBOR Borrowing  shall bear interest  (computed on the basis of the
actual  number of days  elapsed  over a year of 360 days,  provided
that,  for Loans  comprising  LIBOR  Borrowings  denominated  in an
Alternate  Currency  for which a 365-day  basis is the only  market
practice  available,  interest  shall be calculated on the basis of
a year  of 365 or 366  days,  as the  case  may  be) at a rate  per
annum  equal to  (i) in  the case of each  LIBOR  Revolving  Credit
Loan,  LIBOR for the Interest  Period in effect for such  Borrowing
plus the  Applicable  Percentage and (ii) in the case of each LIBOR
Competitive  Loan,  LIBOR for the  Interest  Period  in effect  for
such  Borrowing  plus the Margin  offered by the Bank  making  such
Loan and accepted by the Borrower pursuant to Section 2.04.

           (b)  Subject  to the  provisions  of  Section 2.10,  the
Loans  comprising each ABR Borrowing shall bear interest  (computed
on the basis of the actual  number of days  elapsed  over a year of
365 or 366 days,  as the case may be, when  determined by reference
to the Prime  Rate and over a year of 360 days at all other  times)
at a rate per annum equal to the Alternate Base Rate.

           (c)  Subject to the  provisions  of  Section 2.10,  each
Fixed Rate Loan shall bear  interest at a rate per annum  (computed
on the basis of the actual  number of days  elapsed  over a year of
360 days) equal to the fixed rate of  interest  offered by the Bank
making  such  Loan  and  accepted  by  the  Borrower   pursuant  to
Section 2.04.

           (d)  Interest  on each  Loan  shall be  payable  on each
Interest  Payment Date  applicable  to such Loan in the currency of
such  Loan.   The  LIBOR  or  the  Alternate  Base  Rate  for  each
Interest   Period  or  day  within  an  Interest  Period  shall  be
determined  by the  Administrative  Agent,  and such  determination
shall be conclusive absent manifest error.

           (e)  The  Applicable   Percentage  shall  be  determined
based upon the Debt Rating.

           (f)  Borrower  may  call  Administrative   Agent  on  or
before the date on which a Revolving  Credit  Borrowing  Request is
to be delivered  to receive an  indication  of the  interest  rates
and applicable  Alternate  Currency  exchange rates then in effect,
but it is acknowledged  that such  indication  shall not be binding
on  Administrative  Agent  or the  Banks  nor  affect  the  rate of
interest  or the  calculation  of exchange  rates which  thereafter
are actually in effect when the request is made.

           SECTION  2.10.  Interest  on  Overdue  Amounts.  If  the
Borrower  shall  default  in the  payment  of the  principal  of or
interest on any Loan or any other amount  becoming  due  hereunder,
the  Borrower  shall on demand from time to time pay  interest,  to
the extent  permitted by law, on such  defaulted  amount up to (but
not  including)  the  date  of  actual  payment  (after  as well as
before  judgment) at a rate per annum  computed on the basis of the
actual  number of days elapsed  over a year of 365 or 366 days,  as
applicable,  in the case of amounts bearing interest  determined by
reference  to the  Prime  Rate (and a year of 360 days in all other
cases)  equal to (a) in the case of any Loan,  the rate  applicable
to such Loan  under  Section 2.09  plus 2% per annum and (b) in the
case of any  other  amount,  the  rate  that  would  at the time be
applicable to an ABR Loan under Section 2.09 plus 2% per annum.



D5



           SECTION  2.11.  Alternate  Rate  of  Interest.   In  the
event,  and on each  occasion,  that prior to the  commencement  of
any  Interest  Period  for a LIBOR  Borrowing,  the  Administrative
Agent  shall  have  determined  that  deposits  in  the  applicable
currency in the amount of the  requested  principal  amount of such
LIBOR   Borrowing  are  not  generally   available  in  the  London
interbank  market,  or that  the rate at which  such  deposits  are
being offered will not  adequately  and fairly  reflect the cost to
any Bank of making or  maintaining  such LIBOR  Loans  during  such
Interest  Period,  or  that  reasonable  means  do  not  exist  for
ascertaining  the LIBOR Rate, the  Administrative  Agent shall,  as
soon as  practicable  thereafter,  give  written or  telecopier  or
comparable  notice of such  determination  to the  Borrower and the
Banks.  In  the  event  of  any  such   determination,   until  the
Administrative  Agent  shall  have  determined  that  circumstances
giving  rise to such  notice no longer  exist,  (a) any  request by
the  Borrower  for  a  LIBOR  Competitive   Borrowing  pursuant  to
Section 2.04,   and  any  request  for  a  LIBOR  Revolving  Credit
Borrowing  in an  Alternate  Currency,  shall  be of no  force  and
effect  and  shall  be  denied  by  the  Administrative  Agent  and
(b) any  request  by the  Borrower  for a  LIBOR  Revolving  Credit
Borrowing in Dollars  pursuant to  Section 2.05  shall be deemed to
be  a  request  for  an  ABR  Loan.  Each   determination   by  the
Administrative   Agent   hereunder   shall  be  conclusive   absent
manifest  error;  provided,  however,  that if a  determination  is
made  that  dollar   deposits  in  the  amount  of  the   requested
principal   amount  of  such  LIBOR  Borrowing  are  not  generally
available  in the  London  interbank  market,  or that  the rate at
which such dollar  deposits are being  offered will not  adequately
and fairly  reflect  the cost to any Bank of making or  maintaining
such LIBOR Loans during such Interest  Period,  or that  reasonable
means  do  not  exist  for   ascertaining   the  LIBOR  Rate,   the
Administrative  Agent shall  promptly  notify the  Borrower of such
determination  in writing  and the  Borrower  may, by notice to the
Administrative  Agent  given  within  24 hours  of  receipt of such
notice,  withdraw the request for the LIBOR  Competitive  Borrowing
or the LIBOR Revolving Credit Borrowing, as applicable.

           SECTION  2.12.  Termination,   Reduction,  Increase  and
Extension   of   Commitments.    (a) The   Commitments   shall   be
automatically  terminated  on the earlier of (i) the  Maturity Date
or (ii) 30  days after the date hereof if the Closing  Date has not
occurred.

           (b)  Subject  to  Section 2.13(b),  upon at least  three
Business  Days' prior  irrevocable  written or  telecopy  notice to
the  Administrative  Agent,  the  Borrower may at any time in whole
permanently  terminate,  or from  time to time in part  permanently
reduce,  the Total  Commitment;  provided,  however,  that (i) each
partial  reduction of the Total  Commitment shall be in an integral
multiple  of  $1,000,000  and  in a  minimum  principal  amount  of
$10,000,000  and  (ii) the  Borrower  shall not be entitled to make
any such  termination  or  reduction  that  would  reduce the Total
Commitment  to  an  amount  less  than  the  aggregate  outstanding
principal amount of the Competitive Loans.

           (c)  Each  reduction in the Total  Commitment  hereunder
shall be made  ratably  among the Banks in  accordance  with  their
respective   Commitments.   The   Borrower   shall   pay   to   the
Administrative  Agent for the  account  of the Banks on the date of
each  termination  or reduction  (in the case of a  reduction,  the
"Reduction   Date"),  the  Facility  Fees  on  the  amount  of  the
Commitments  so terminated  or reduced  accrued to the date of such
termination or reduction.



D5



           (d)  The   Borrower   may  from   time  to   time,   and
notwithstanding  any prior  reductions  in the Total  Commitment by
the Borrower,  by notice to the  Administrative  Agent (which shall
promptly  deliver a copy to each of the  Banks),  request  that the
Total  Commitment  be  increased by an amount that is not less than
$25,000,000  and will not  result  in the  Total  Commitment  under
this  Agreement  and  the  Facility B  Credit  Agreement  exceeding
$575,000,000  in the  aggregate.  Each such notice  shall set forth
the requested  amount of the increase in the Total  Commitment  and
the date on which  such  increase  is to  become  effective  (which
shall be not fewer  than  20 days  after the date of such  notice),
and  shall  offer  each  Bank  the   opportunity  to  increase  its
Commitment  by its  ratable  share,  based  on the  amounts  of the
Banks'  Commitments,   of  the  requested  increase  in  the  Total
Commitment.  Each Bank  shall,  by notice to the  Borrower  and the
Administrative  Agent  given not more than  15 Business  Days after
the date of the  Borrower's  notice,  either  agree to increase its
Commitment  by all or a portion  of the  offered  amount or decline
to  increase  its  Commitment  (and any Bank that does not  deliver
such a notice  within  such  period of 15  Business  Days  shall be
deemed to have  declined to  increase  its  Commitment);  provided,
however,  that  no  Bank  may  agree  to  increase  its  Commitment
hereunder  unless it shall  have  agreed to  ratably  increase  its
Commitment   under  the   Facility B   Credit   Agreement  (if  the
Facility B  Credit  Agreement  is then  in  effect).  In the  event
that,  on the 15th  Business  Day after  the  Borrower  shall  have
delivered  a  notice   pursuant  to  the  first  sentence  of  this
paragraph,  the Banks shall have agreed  pursuant to the  preceding
sentence to  increase  their  Commitments  by an  aggregate  amount
less than the  increase in the Total  Commitment  requested  by the
Borrower,  the Borrower  shall have the right to arrange for one or
more  banks or  other  financial  institutions  (any  such  bank or
other  financial  institution  being called an "Augmenting  Bank"),
which may  include  any Bank,  to extend  Commitments  or  increase
their existing  Commitments in an aggregate  amount equal to all or
part of the  unsubscribed  amount;  provided  that each  Augmenting
Bank,  if not  already a Bank  hereunder,  shall be  subject to the
approval  of the  Borrower  and  the  Administrative  Agent  (which
approval  shall not be  unreasonably  withheld)  and shall  execute
all such  documentation as the  Administrative  Agent shall specify
to  evidence  its  status  as a Bank  hereunder.  If (and  only if)
Banks  (including  Augmenting  Banks) shall have agreed to increase
their  Commitments  or to extend new  Commitments  in an  aggregate
amount  not less  than  $25,000,000,  such  increases  and such new
Commitments  shall become  effective  on the date  specified in the
notice  delivered  by the Borrower  pursuant to the first  sentence
of this  paragraph,  and shall be deemed  added to the  Commitments
set   forth   in   Schedule 2.01   hereof.    Notwithstanding   the
foregoing,   no  increase  in  the  Total  Commitment  (or  in  the
Commitment  of  any  Bank)  shall  become   effective   under  this
paragraph   unless,   on  the  date  of  such   increase,   (i) the
conditions  set  forth in  paragraphs (b)  and (c) of  Section 4.01
shall be satisfied  (with all  references  in such  paragraphs to a
Borrowing  being deemed to be references to such  increase) and the
Administrative  Agent  shall have  received a  certificate  to that
effect dated such date and  executed by a Financial  Officer of the
Borrower  and  (ii) on  the  effective  date of such  increase  the
Total  Commitment  under and as  defined in the  Facility B  Credit
Agreement  shall be  proportionately  increased (if the  Facility B
Credit  Agreement is then in effect) in  accordance  with the terms
of such  Agreement.  Following  any increase in the  Commitment  of
any of the Banks pursuant to this paragraph,  any Revolving  Credit
Loans  outstanding  prior  to the  effectiveness  of such  increase
shall  continue  outstanding  until  the  ends  of  the  respective
interest periods  applicable  thereto,  and shall then be repaid or
refinanced  with  new  Revolving  Credit  Loans  made  pursuant  to
Sections 2.01 and 2.05.



D5



           (e)  (i) The    Borrower   may,   by   notice   to   the
Administrative  Agent (which shall promptly  deliver a copy to each
of the  Banks)  not less  than 30 days and not  more  than  45 days
prior to the Maturity Date (the "Anniversary  Date"),  request that
the Banks  extend  the  Maturity  Date for an  additional  364 days
from the  Maturity  Date then in effect  hereunder  (the  "Existing
Maturity  Date").  Each Bank shall,  by notice to the  Borrower and
the  Administrative  Agent  given  not more than 15  Business  Days
after  the date of the  Borrower's  notice,  but in no  event  more
than 30 days  prior  to the  Maturity  Date,  advise  the  Borrower
whether  or not such Bank  agrees to such  extension  (and any Bank
that does not advise the  Borrower  on or before the 15th  Business
Day  after  the date of the  Borrower's  notice  shall be deemed to
have  advised  the  Borrower   that  it  will  not  agree  to  such
extension).

           (ii) The  Borrower shall have the right on or before the
Anniversary  Date to require any Bank which  shall have  advised or
been  deemed to advise  the  Borrower  that it will not agree to an
extension of the  Maturity  Date (each a  "Non-Extending  Bank") to
transfer  without  recourse (in accordance  with and subject to the
restrictions  contained  in  Section 2.23,  except  that the $4,000
processing fee set forth in  Section 2.23(b)(iii)  shall be paid by
the  Borrower)  all its  interests,  rights and  obligations  under
this  Agreement  to one or more  other  banks  or  other  financial
institutions  (any such bank or other financial  institution  being
called a "Substitute  Bank"),  which may include any Bank; provided
that (a) such  Substitute  Bank,  if not already a Bank  hereunder,
shall  be  subject  to  the   approval  of  the  Borrower  and  the
Administrative  Agent  (which  approval  shall not be  unreasonably
withheld)  and  shall  execute  all  such   documentation   as  the
Administrative  Agent  shall  specify to  evidence  its status as a
Bank hereunder,  (b) such  assignment  shall become effective as of
the  Anniversary  Date  and  (c) the  Borrower  shall  pay to  such
Non-Extending   Bank  in   immediately   available   funds  on  the
effective  date of such  assignment  the  principal of and interest
accrued to the date of  payment  on the Loans made by it  hereunder
and  all  other  amounts  accrued  for  its  account  or owed to it
hereunder.

           Notwithstanding  the  foregoing,  no  extension  of  the
Maturity  Date shall be effective  with respect to any Bank unless,
on and as of the  Anniversary  Date,  the  conditions  set forth in
paragraphs (b)  and (c) of  Section 4.01  shall be satisfied  (with
all  references in such  paragraphs to a Borrowing  being deemed to
be  references  to such  extension)  and the  Administrative  Agent
shall  have  received  a  certificate  to that  effect,  dated  the
Anniversary  Date,  and  executed  by a  Financial  Officer  of the
Borrower.

           SECTION  2.13.  Prepayment  of Loans.  (a) Prior  to the
Maturity  Date the  Borrower  shall  have the  right at any time to
prepay any  Revolving  Credit  Borrowing,  or,  with the consent of
the  particular  Bank or  Banks  to  receive  the  prepayment,  any
Competitive  Borrowing  (which  consent  may be  withheld  in  such
Bank's or Banks'  sole  discretion),  in whole or in part,  subject
to  the   requirements  of  Section 2.17  and  2.18  but  otherwise
without  premium or penalty,  upon prior written or telecopy notice
to the  Administrative  Agent  before  12:00 noon,  New  York  City
time,  at least one  Business Day prior to such  prepayment  in the
case of an ABR Loan  and at  least  three  Business  Days  prior to
such  prepayment  in the case of a LIBOR  Loan or Fixed  Rate Loan;
provided,  however,  that each such partial  prepayment shall be in
a minimum  aggregate  principal amount of $5,000,000 (or the Dollar
Equivalent  thereof)  and, in the case of a  Borrowing  denominated
in Dollars,  an integral  multiple of $1,000,000.  In all instances
under this  Agreement,  each  payment  and  prepayment  of any Loan
shall be made in the currency in which such Loan was made.



D5



           (b)  On the date of any  termination or reduction of the
Total Commitment  pursuant to Section 2.12,  the Borrower shall pay
or  prepay  so much of the  Revolving  Credit  Loans  as  shall  be
necessary in order that the  aggregate  Credit  Exposures  will not
exceed  the  Total   Commitment   following  such   termination  or
reduction.   Subject  to  the   foregoing,   any  such  payment  or
prepayment  shall be applied to such  Borrowing  or  Borrowings  as
the   Borrower   shall   select.   All   prepayments   under   this
Section 2.13(b) shall be subject to Sections 2.17 and 2.18.

           (c)  On the  earlier  of any Reset  Date or the last day
of any Interest Period when the aggregate  Credit  Exposures (after
giving effect to any  Borrowings  effected on such date) exceed the
Total  Commitment,  the Borrower shall make a mandatory  prepayment
of the  Revolving  Credit  Loans in such amount as may be necessary
to  eliminate  such  excess.  Any  prepayments   required  by  this
paragraph  shall be  applied  to  outstanding  ABR  Loans up to the
full amount thereof  before they are applied to  outstanding  LIBOR
Revolving Credit Loans.

           (d)  Each  notice  of   prepayment   shall  specify  the
specific   Borrowing,   the  prepayment   date  and  the  aggregate
principal  amount of each  Borrowing to be prepaid and the currency
thereof,  shall be  irrevocable  and shall  commit the  Borrower to
prepay  such   Borrowing  by  the  amount   stated   therein.   All
prepayments  under  this  Section 2.13   shall  be  accompanied  by
accrued  interest  on the  principal  amount  being  prepaid to the
date of prepayment.

           SECTION 2.14.  Eurodollar  Reserve  Costs.  The Borrower
shall  pay to the  Administrative  Agent  for the  account  of each
Bank, so long as such Bank shall be required  under  regulations of
the Board to  maintain  reserves  with  respect to  liabilities  or
assets  consisting  of or including  Eurocurrency  Liabilities  (as
defined  in  Regulation  D),  additional  interest  on  the  unpaid
principal  amount of each LIBOR Loan made to the  Borrower  by such
Bank,  from the date of such Loan  until such Loan is paid in full,
at an  interest  rate per  annum  equal  at all  times  during  the
Interest  Period  for  such  Loan  to  the  remainder  obtained  by
subtracting  (i) LIBOR for such Interest  Period from (ii) the rate
obtained by  multiplying  LIBOR as referred to in clause (i)  above
by the Statutory  Reserves of such Bank for such  Interest  Period.
Such  additional  interest  shall be  determined  by such  Bank and
notified  to  the  Borrower  (with  a copy  to  the  Administrative
Agent) not later than five  Business  Days before the next Interest
Payment  Date  for  such  Loan,  and such  additional  interest  so
notified  to the  Borrower  by any  Bank  shall be  payable  to the
Administrative   Agent  for  the  account  of  such  Bank  on  each
Interest Payment Date for such Loan.

           SECTION   2.15.   Reserve   Requirements;    Change   in
Circumstances.  (a)  Notwithstanding  any other  provision  herein,
if any Change in Law  (i) shall  subject  any Bank to, or  increase
the net  amount of,  any tax,  levy,  impost,  duty,  charge,  fee,
deduction  or  withholding  with respect to any LIBOR Loan or Fixed
Rate Loan,  or shall  change the basis of  taxation  of payments to
any Bank of the  principal  of or  interest  on any  LIBOR  Loan or
Fixed  Rate Loan made by such  Bank or any  other  fees or  amounts
payable  hereunder  (other  than (x) taxes  imposed on the  overall
net  income of such  Bank by the  jurisdiction  in which  such Bank
has  its  principal  office  or by  any  political  subdivision  or
taxing  authority  therein  (or any tax which is enacted or adopted
by such  jurisdiction,  political  subdivision or taxing  authority
as a  direct  substitute  for  any  such  taxes)  or  (y) any  tax,
assessment,  or other governmental  charge that would not have been
imposed  but  for  the  failure  of any  Bank to  comply  with  any
certification,   information,   documentation  or  other  reporting
requirement),  (ii) shall  impose,  modify or deem  applicable  any
reserve,   special  deposit  or  similar  requirement  (other  than
requirements  as  to  which  the  Borrower  is  obligated  to  make
payments  pursuant to  Section 2.14)  against  assets of,  deposits
with or for the account of, or credit  extended  by, such Bank,  or
(iii) shall impose on such Bank



D5



or the London interbank  market any other condition  affecting this
Agreement  or any LIBOR  Loan or Fixed Rate Loan made by such Bank,
and the result of any of the  foregoing  shall be to  increase  the
cost to such  Bank of  making  or  maintaining  any  LIBOR  Loan or
Fixed  Rate Loan or to reduce  the  amount of any sum  received  or
receivable by such Bank hereunder  (whether of principal,  interest
or  otherwise)  in  respect  thereof  by an  amount  deemed in good
faith by such  Bank to be  material,  then the  Borrower  shall pay
such  additional  amount or  amounts as will  compensate  such Bank
for such  increase  or  reduction  to such Bank upon demand by such
Bank.

           (b)  If,  after  the  date of this  Agreement,  any Bank
shall  have  determined  in  good  faith  that  any  Change  in Law
regarding  capital  requirements  has or would  have the  effect of
reducing  the  rate of  return  on such  Bank's  capital  or on the
capital of the Bank's  holding  company (or any  lending  office of
such Bank), if any, as a consequence of its  obligations  hereunder
to a level  below  that  which  such Bank (or  holding  company  or
office)  could have  achieved  but for such  Change in Law  (taking
into  consideration  such Bank's  policies  or the  policies of its
holding  company,  as the  case may be,  with  respect  to  capital
adequacy) by an amount  deemed by such Bank to be  material,  then,
from  time to  time,  the  Borrower  shall  pay to such  Bank  such
additional  amount  or  amounts  as will  compensate  such Bank (or
holding  company or office) for such  reduction upon demand by such
Bank.

           (c)  A   certificate   of  a  Bank   setting   forth  in
reasonable   detail   (i) such   amount  or  amounts  as  shall  be
necessary  to  compensate  such  Bank  (or  participating  banks or
other   entities   pursuant  to   Section 2.23)   as  specified  in
paragraph (a)  or (b)  above,  as the  case  may be,  and  (ii) the
calculation  of such amount or amounts under clause  (c)(i),  shall
be  delivered  to the  Borrower  and  shall  be  conclusive  absent
manifest  error.  The  Borrower  shall  pay such  Bank  the  amount
shown as due on any  such  certificate  within  30 days  after  its
receipt of the same.

           (d)  Failure   on  the  part  of  any  Bank  to   demand
compensation  for any  increased  costs  or  reduction  in  amounts
received  or  receivable  or  reduction  in return on capital  with
respect to any  Interest  Period  shall not  constitute a waiver of
such Bank's rights to demand  compensation  for any increased costs
or  reduction  in amounts  received or  receivable  or reduction in
return on  capital  with  respect  to such  Interest  Period or any
other Interest Period.  The protection of this  Section 2.15  shall
be available  to each Bank  regardless  of any possible  contention
of  invalidity  or  inapplicability  of  the  law,   regulation  or
condition which shall have been imposed.

           SECTION  2.16.  Change in Legality.  (a) Notwithstanding
anything to the  contrary  herein  contained,  if any Change in Law
shall make it unlawful  for any Bank to make or maintain  any LIBOR
Loan or to give  effect to its  obligations  to make LIBOR Loans as
contemplated  hereby,  then, by written  notice to the Borrower and
to the Administrative Agent, such Bank may:

           (i)  declare  that LIBOR  Loans will not  thereafter  be
      made by such Bank  hereunder,  whereupon  such Bank shall not
      submit a  Competitive  Bid in response to a request for LIBOR
      Competitive  Loans and the Borrower shall be prohibited  from
      requesting  LIBOR  Revolving  Credit  Loans  from  such  Bank
      hereunder unless such declaration is subsequently  withdrawn;
      and

           (ii) require  that all  outstanding  LIBOR Loans made by
      it and  denominated in Dollars be converted to ABR Loans,  in
      which event  (A) all such LIBOR Loans shall be  automatically
      converted  to ABR  Loans  as of the  effective  date  of such
      notice as provided in  Section 2.16(b)  and (B) all  payments
      and  prepayments of principal which would otherwise have been
      applied to repay the  converted  LIBOR Loans shall instead be
      applied to repay the ABR Loans  resulting from the conversion
      of such LIBOR Loans; and



D5



           (iii)declare all outstanding  LIBOR Loans made by it and
      denominated in an Alternate Currency due and payable in full.

           (b)  For purposes of this Section 2.16,  a notice to the
Borrower  by  any  Bank  pursuant  to   Section 2.16(a)   shall  be
effective on the date of receipt thereof by the Borrower.

           (c)  Notwithstanding  the  foregoing,  if  the  affected
Bank can  continue  to offer  LIBOR  Loans  by  transferring  LIBOR
Loans to another  existing  lending office of such Bank,  such Bank
agrees to so transfer  the LIBOR Loans  unless  doing so would,  in
its good faith  judgment,  subject it to any  expense or  liability
or be otherwise disadvantageous to it.

           SECTION 2.17.  Indemnity.  The Borrower shall  indemnify
each Bank against any loss or  reasonable  expense  which such Bank
may  sustain or incur as a  consequence  of (u) the  assignment  of
any LIBOR  Loan or Fixed  Rate Loan  other  than on the last day of
the Interest  Period  applicable  thereto,  (v) any  failure by the
Borrower  to fulfill  on the date of any  Borrowing  hereunder  the
applicable  conditions set forth in Article IV,  (w) any failure by
the  Borrower to borrow,  convert,  continue,  or prepay  hereunder
after a notice  thereof  pursuant  to  Article II  has  been  given
(regardless   whether  such  notice  may  be  revoked   hereunder),
(x) any payment,  prepayment or conversion of a LIBOR Loan or Fixed
Rate Loan  (including  as a result of an Event of Default)  made on
a date other than the last day of the applicable  Interest  Period,
(y) any  default in the  payment  or  prepayment  of the  principal
amount  of any  Loan  or  any  part  thereof  or  interest  accrued
thereon,  as and when due and payable (at the due date thereof,  by
notice of prepayment or  otherwise),  or (z) the  occurrence of any
Event  of  Default,  including  in any  such  event,  any  loss  or
reasonable  expense  sustained  or incurred or to be  sustained  or
incurred in  liquidating  or employing  deposits from third parties
acquired to effect or maintain  such Loan or any part  thereof as a
LIBOR Loan or a Fixed Rate Loan.  Such loss or  reasonable  expense
shall   include  an  amount  equal  to  the  excess,   if  any,  as
reasonably  determined  by each Bank of (i) its  cost of  obtaining
the funds for the Loan  being  paid,  prepaid or  converted  or not
borrowed  (based  on LIBOR or,  in the case of a Fixed  Rate  Loan,
the fixed  rate of  interest  applicable  thereto)  for the  period
from  the  date  of  such  payment,  prepayment  or  conversion  or
failure to borrow to the last day of the  Interest  Period for such
Loan (or, in the case of a failure to borrow,  the Interest  Period
for  the  Loan  which  would  have  commenced  on the  date of such
failure  to  borrow)   over   (ii) the   amount  of  interest   (as
reasonably  determined  by such  Bank) that  would be  realized  by
such Bank in re-employing  the funds so paid,  prepaid or converted
or not  borrowed  for such period or Interest  Period,  as the case
may be. A  certificate  of each Bank  setting  forth any  amount or
amounts  which such Bank is  entitled  to receive  pursuant to this
Section 2.17  shall  be  delivered  to the  Borrower  and  shall be
conclusive,  if made in good  faith,  absent  manifest  error.  The
Borrower  shall  pay  each  Bank  the  amount  shown  as due on any
certificate  containing no manifest  error within 30 days after its
receipt of the same.

           SECTION 2.18.  Pro Rata  Treatment.  Except as permitted
under  Sections 2.14,  2.15(c),  2.16  and  2.17  with  respect  to
interest,  (i) each  Revolving  Credit  Borrowing,  each payment or
prepayment of principal of any  Revolving  Credit  Borrowing,  each
payment of interest on the  Revolving  Credit  Loans,  each payment
of the Facility Fees,  each reduction of the  Commitments  and each
refinancing of any Borrowing  with,  conversion of any Borrowing to
or  continuation of any Borrowing as a Revolving  Credit  Borrowing
of any  Interest  Rate Type shall be  allocated  pro rata among the
Banks in  accordance  with their  respective  Commitments  (or,  if
such  Commitments  shall  have  expired  or  been  terminated,   in
accordance   with  the   respective   principal   amount  of  their
outstanding  Revolving  Credit  Loans).  Each  payment of principal
of any  Competitive  Borrowing  shall be  allocated  pro rata among
the Banks  participating  in such Borrowing in accordance  with the
respective  principal  amounts  of  their  outstanding  Competitive
Loans comprising such Borrowing.  Each payment of interest on any



D5



Competitive  Borrowing  shall be allocated pro rata among the Banks
participating  in such Borrowing in accordance  with the respective
amounts  of  accrued  and  unpaid  interest  on  their  outstanding
Competitive  Loans  comprising  such  Borrowing.  For  purposes  of
determining  the  available  Commitments  of the Banks at any time,
each  outstanding  Competitive  Borrowing  shall be  deemed to have
utilized the Commitments of the Banks  (including  those Banks that
shall not have made  Loans as part of such  Competitive  Borrowing)
pro rata in  accordance  with  such  respective  Commitments.  Each
Bank  agrees  that  in  computing   such  Bank's   portion  of  any
Borrowing to be made hereunder,  the  Administrative  Agent may, in
its  discretion,  round each Bank's  percentage  of such  Borrowing
computed in  accordance  with  Section 2.01,  to the next higher or
lower  whole  dollar  amount  (or  amount in the basic  unit of the
applicable Alternate Currency).

           SECTION  2.19.   Right  of  Setoff.   If  any  Event  of
Default  shall  have  occurred  and be  continuing,  each  Bank  is
hereby  authorized  at any  time  and  from  time to  time,  to the
fullest  extent  permitted by law, to set off and apply any and all
deposits  (general  or  special,  time or  demand,  provisional  or
final) at any time held and other  indebtedness  at any time  owing
by such Bank to or for the credit or the  account  of the  Borrower
against any of and all the  Obligations  now or hereafter  existing
under   this   Agreement   and  the  Notes   held  by  such   Bank,
irrespective  of  whether  or not such  Bank  shall  have  made any
demand  under  this  Agreement  or such  Notes  and  although  such
obligations  may  be  unmatured.   Each  Bank  agrees  promptly  to
notify the Borrower after any such setoff and  application  made by
such Bank,  but the  failure to give such  notice  shall not affect
the  validity  of such setoff and  application.  The rights of each
Bank under this  Section 2.19  are in addition to other  rights and
remedies  (including  other  rights of setoff)  which such Bank may
have.

           SECTION  2.20.  Sharing  of  Setoffs.  Each Bank  agrees
that if it  shall,  through  the  exercise  of a right of  banker's
lien, setoff or counterclaim  against the Borrower  including,  but
not limited to, a secured  claim under  Section 506  of Title 11 of
the  United  States  Code or other  security  or  interest  arising
from,  or in lieu of,  such  secured  claim,  received by such Bank
under any  applicable  bankruptcy,  insolvency or other similar law
or  otherwise,   obtain  payment   (voluntary  or  involuntary)  in
respect  of  any  Revolving  Credit  Note  held  by  it  (it  being
understood  that each Bank shall be  permitted to exercise any such
right with  respect to any  obligation  of the Borrower to it other
than the  Revolving  Credit  Notes  prior to the  exercise  of such
right with  respect to any  Revolving  Credit  Note) as a result of
which the  unpaid  principal  portion of all the  Revolving  Credit
Notes  held by it shall be  proportionately  less  than the  unpaid
principal  portion of all the  Revolving  Credit  Notes held by any
other  Bank,  it shall be deemed to have  simultaneously  purchased
from such  other  Bank a  participation  in each  Revolving  Credit
Note  held  by  such  other  Bank,  so that  the  aggregate  unpaid
principal amount of each Revolving  Credit Note and  participations
in each  Revolving  Credit  Note held by each Bank  shall be in the
same  proportion to the aggregate  unpaid  principal  amount of all
the  Revolving  Credit  Notes  then  outstanding  as the  principal
amount of all the  Revolving  Credit Notes held by it prior to such
exercise  of  banker's  lien,  setoff  or  counterclaim  was to the
principal  amount of all Revolving Credit Notes  outstanding  prior
to  such  exercise  of  banker's  lien,   setoff  or  counterclaim;
provided,  however,  that if any  such  purchase  or  purchases  or
adjustments  shall be made  pursuant to this  Section 2.20  and the
payment  recovered by a Bank giving rise thereto  shall  thereafter
be  recovered  from  such  Bank,  such  purchase  or  purchases  or
adjustments  shall be rescinded to the extent of such  recovery and
the  purchase  price or  prices  or  adjustments  paid by such Bank
restored to such Bank  without  interest.  The  Borrower  expressly
consents  to the  foregoing  arrangements  and agrees that any Bank
holding a participation  in a Revolving  Credit Note deemed to have
been so  purchased  may  exercise  any and all  rights of  banker's
lien,  setoff or  counterclaim  to the extent of the  participation
so  purchased  in such  Revolving  Credit Note with  respect to any
and all moneys  owing by the  Borrower as fully as if such Bank had
made  a  Loan  directly  to  the  Borrower  in  the  amount  of the
participation.



D5



           SECTION  2.21.  Payments.  The Borrower  shall make each
payment  hereunder  and under any  instrument  delivered  hereunder
not later  than  12:00 noon,  New York City  time,  on the day when
due in lawful  money of the United  States (in freely  transferable
dollars)  to the  Administrative  Agent at its offices set forth on
Schedule 2.01  therefor,  for the account of the Banks,  in federal
or other  immediately  available  funds;  provided,  however,  that
each  payment of principal  and interest  under any Loan made in an
Alternate  Currency  shall be made in immediately  available  funds
in  the  currency  in  which  such  Loan  was  made.   Any  payment
received  after  such  time  on  any  day  shall  be  deemed  to be
received  on  the  next  Business  Day.  The  Administrative  Agent
shall remit each Bank's portion of the  Borrower's  payment to such
Bank  promptly  after receipt  thereof.  Except as set forth in the
definition of "Interest  Period" as applied to LIBOR Loans,  if any
payment  to be made  hereunder  or under any Note  becomes  due and
payable on a day other than a Business  Day,  such  payment  may be
made on the next  succeeding  Business  Day and such  extension  of
time  shall in such case be  included  in  computing  interest,  if
any, in connection with such payment.

           SECTION  2.22.  United  States  Withholding.   (a)  Each
Bank  or   assignee   or   participant   of  a  Bank  that  is  not
incorporated  under the Laws of the  United  States of America or a
state   thereof   (and,   upon   the   written   request   of   the
Administrative  Agent,  each other Bank or assignee or  participant
of a Bank)  agrees  that it will  deliver  to each of the  Borrower
and the  Administrative  Agent two (2) duly  completed  appropriate
valid Withholding  Certificates (as defined under  ss.1.1441-1(c)(16)
of  the  Income  Tax   Regulations   promulgated   under  the  Code
("Regulations"))  certifying  its  status  (i.e.,  U.S.  or foreign
person)  and,  if  appropriate,  making  a  claim  of  reduced,  or
exemption  from,  U.S.  withholding  tax on the  basis of an income
tax  treaty  or  an  exemption  provided  by  the  Code.  The  term
"Withholding  Certificate"  means a Form W-9; a Form W-8BEN; a Form
W-8ECI;   a  Form   W-8IMY   and   the   related   statements   and
certifications   as   required   under   ss.1.1441-1(e)(3)   of   the
Regulations;  a statement  described in  ss.1.871-14(c)(2)(v)  of the
Regulations;   or  any  other   certificates   under  the  Code  or
Regulations  that  certify  or  establish  the status of a payee or
beneficial   owner  as  a  U.S.  or  foreign  person.   Each  Bank,
assignee or  participant  required to deliver to the  Borrower  and
the Administrative  Agent a valid Withholding  Certificate pursuant
to the  preceding  sentence  shall  deliver such valid  Withholding
Certificate  as follows:  (A) each Bank which is a party  hereto on
the Closing Date shall deliver such valid  Withholding  Certificate
at least  five (5)  Business  Days prior to the first date on which
any  interest or fees are  payable by the  Borrower  hereunder  for
the account of such Bank;  (B) each assignee or  participant  shall
deliver  such  valid  Withholding  Certificate  at  least  five (5)
Business  Days  before the  effective  date of such  assignment  or
participation   (unless  the  Administrative   Agent  in  its  sole
discretion  shall permit such  assignee or  participant  to deliver
such  Withholding  Certificate  less  than five (5)  Business  Days
before  such  date  in  which  case  it  shall  be due on the  date
specified  by the  Administrative  Agent).  Each Bank,  assignee or
participant  which  so  delivers  a valid  Withholding  Certificate
further  undertakes  to  deliver  to each of the  Borrower  and the
Administrative   Agent   two   (2)   additional   copies   of  such
Withholding  Certificate  (or a  successor  form) on or before  the
date  that  such   Withholding   Certificate   expires  or  becomes
obsolete or after the  occurrence  of any event  requiring a change
in the most recent  Withholding  Certificate  so  delivered  by it,
and such  amendments  thereto or extensions or renewals  thereof as
may be reasonably  requested by the Borrower or the  Administrative
Agent.    Notwithstanding   the   submission   of   a   Withholding
Certificate  claiming a reduced  rate of, or exemption  from,  U.S.
withholding  tax,  the  Administrative  Agent  shall be entitled to
withhold  United  States  federal  income  taxes  at the  full  30%
withholding  rate if in its  reasonable  judgment it is required to
do  so  under  the  due  diligence   requirements  imposed  upon  a
withholding   agent   under   ss.1.1441-7(b)   of  the   Regulations.
Further,    the   Administrative   Agent   is   indemnified   under
ss.1.1461-1(e) of the  Regulations  against any claims and demands of
any Bank or  assignee  or  participant  of a Bank for the amount of
any tax it deducts and  withholds in  accordance  with  regulations
under  ss.1441  of  the  Code.  In  the  event  the  Borrower  or the
Administrative   Agent  shall  so  determine   that   deduction  or
withholding  of taxes is  required,  it shall  advise the  affected
Bank  as to the  basis  of such  determination  prior  to  actually
deducting and withholding such taxes.



D5



           (b)  Each  Bank  agrees  (i) that  as between it and the
Borrower or the  Administrative  Agent,  unless otherwise  required
by Law, it shall be the Person to deduct and  withhold  taxes,  and
to the extent  required by Law it shall deduct and withhold  taxes,
on  amounts  that such Bank may  remit to any  other  Person(s)  by
reason of any  undisclosed  transfer or  assignment  of an interest
in  this   Agreement   to  such   other   Person(s)   pursuant   to
Section 2.23   and  (ii) to   indemnify   the   Borrower   and  the
Administrative  Agent  and  any  officers,  directors,  agents,  or
employees of the Borrower or the  Administrative  Agent against and
to hold them  harmless  from any tax,  interest,  additions to tax,
penalties,    reasonable    counsel    and    accountants'    fees,
disbursements  or  payments  arising  from  the  assertion  by  any
appropriate  taxing  authority of any claim  against them  relating
to a failure to withhold  taxes as required by law with  respect to
amounts described in clause (i) of this paragraph (c).

           (d)  Each   assignee  of  a  Bank's   interest  in  this
Agreement in conformity  with  Section 2.23  shall be bound by this
Section 2.22,   so  that  such   assignee  will  have  all  of  the
obligations  and  provide all of the forms and  statements  and all
indemnities,  representations  and warranties  required to be given
under this Section 2.22.

           (e)  In the event that any  withholding or similar taxes
shall  become  payable  as a result of any  change in any  statute,
treaty,  ruling,  judicial  decision,  determination or regulation,
or other  change in law  (other  than a change in the rate of taxes
imposed  on the  overall  net income of any Bank)  occurring  after
the Initial  Date in respect of any sum payable  hereunder or under
any other  Fundamental  Document to any Bank or the  Administrative
Agent or as a  result  of any  payment  being  made by a  Guarantor
organized  in or  subject to any taxing  jurisdiction  outside  the
United  States  (i) the  sum  payable  by  the  Borrower  shall  be
increased  as may be  necessary  so that after  making all required
deductions  (including  deductions  applicable to  additional  sums
payable under this  Section 2.22)  such 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,  (ii) the
Borrower shall make such  deductions  and (iii) the  Borrower shall
pay the full amount  deducted to the  relevant  taxation  authority
or  other   authority  in  accordance   with  applicable  law.  For
purposes of this  Section 2.22,  the term "Initial Date" shall mean
(i) in  the case of the  Administrative  Agent,  the  date  hereof,
(ii) in  the  case of each  Bank as of the  date  hereof,  the date
hereof and  (iii) in  the case of any other  Bank,  the date of the
Assignment and Acceptance pursuant to which it became a Bank.

           SECTION  2.23.  Participations;  Assignments.  (a)  Each
Bank may without the consent of the  Borrower  sell  participations
to one or more banks or other  entities  in all or a portion of its
rights and  obligations  under this  Agreement  (including all or a
portion of its  Commitment  and the Loans owing to it and the Notes
held by it);  provided,  however,  that (i) such Bank's obligations
under this Agreement shall remain  unchanged,  (ii) such Bank shall
remain  solely  responsible  to the other  parties  hereto  for the
performance of such obligations,  (iii) the  participating banks or
other   entities   shall  be  entitled   to  the  cost   protection
provisions  contained in Section 2.15  and  Section 2.17  but shall
not be entitled to receive  pursuant to such  provisions  an amount
larger  than its share of the  amount  to which  the Bank  granting
such   participation   would  have  been   entitled   and  (iv) the
Borrower,  the  Administrative  Agent  and the  other  Banks  shall
continue to deal solely and directly  with such Bank in  connection
with such  Bank's  rights and  obligations  under  this  Agreement;
provided  further  that each Bank  shall  retain the sole right and
responsibility  vis-a-vis  the Borrower to enforce the  obligations
of the  Borrower  relating to the Loans and shall retain all voting
rights,   including   the   right   to   approve   any   amendment,
modification  or waiver of any  provision of this  Agreement  other
than  amendments,  modifications  or  waivers  with  respect to any
Facility  Fees,  the amount of  principal  or the rate of  interest
payable  on, or the  maturity  of, the Loans as  applicable  to the
participating   banks  or  other   entities   (as  to  which   such
participating  banks or other  entities  may be afforded  the right
to vote).



D5



           (b)  Each  of the  Banks  may (but  only  with the prior
written  consent  of  the  Borrower,  which  consent  shall  not be
unreasonably  withheld,  provided that no consent of Borrower shall
be  required  if any Event of Default  shall have  occurred  and be
continuing),  and (unless the  assignee is a bank or trust  company
with a  combined  capital  and  surplus  of at least  $100,000,000)
with  the  written  consent  of  the  Administrative  Agent,  which
consent shall not be unreasonably  withheld,  assign to one or more
banks or other entities all or a portion of its  interests,  rights
and  obligations  under this Agreement  (including all or a portion
of its  Commitment  and the same  portion of the  Revolving  Credit
Loans at the time owing to it and the  Revolving  Credit  Note held
by it); provided,  however,  that (i) each such assignment shall be
of a  constant,  and not a  varying,  percentage  of the  assigning
Bank's rights and obligations  under this  Agreement,  and (ii) the
amount of the  Commitment  of the  assigning  Bank  subject to each
such  assignment  (determined  as of the  date the  Assignment  and
Acceptance  with  respect to such  assignment  is  delivered to the
Bank)  shall be  either  the  entire  Commitment  of such Bank or a
portion  thereof in a principal  amount of  $10,000,000 or a larger
integral  multiple of  $1,000,000,  and  (iii) the  parties to each
such  assignment  shall  execute and deliver to the  Administrative
Agent,  for  its  acceptance  and  recording  in the  Register  (as
defined  below),  an Assignment and  Acceptance,  together with any
Note or Notes  subject  to such  assignment  and a  processing  and
recordation  fee  of  $4,000.   Upon  such   execution,   delivery,
acceptance  and  recording,  from  and  after  the  effective  date
specified in each Assignment and  Acceptance,  which effective date
shall be not  earlier  than five  Business  Days  after the date of
acceptance  and  recording  by the  Administrative  Agent,  (x) the
assignee  thereunder  shall be a party  hereto  and,  to the extent
provided in such  Assignment  and  Acceptance,  have the rights and
obligations  of a Bank  hereunder  and under the other  Fundamental
Documents  and (y) the  assigning  Bank  thereunder  shall,  to the
extent  provided in such  Assignment  and  Acceptance,  be released
from its  obligations  under this Agreement (and, in the case of an
Assignment  and  Acceptance  covering all or the remaining  portion
of  the  assigning   Bank's  rights  and  obligations   under  this
Agreement,   such   assigning  Bank  shall  cease  to  be  a  party
hereto).  Notwithstanding  the  foregoing,  any Bank  assigning its
rights  and  obligations   under  this  Agreement  may  retain  any
Competitive  Loans  made by it  outstanding  at such  time,  and in
such case  shall  retain  its  rights  hereunder  in respect of any
Loans so  retained  until such  Loans  have been  repaid in full in
accordance with this Agreement.

           (c)  Notwithstanding   the  other   provisions  of  this
Section 2.23,  each  Bank may at any time  assign  all or a portion
of its  interests,  rights and  obligations  under  this  Agreement
(including,   without   limitation,   all  or  a  portion   of  its
Commitment  and the same  portion of the Loans at any time owing to
it and the  Notes  held by it) to  (i) any  Affiliate  of such Bank
described  in  clause (b)   of  the   definition  of  Affiliate  or
(ii) any other Bank hereunder.

           (d)  By  executing  and  delivering  an  Assignment  and
Acceptance,   the  assigning  Bank   thereunder  and  the  assignee
thereunder  confirm  to and  agree  with  each  other and the other
parties hereto as follows:  (i) other than the  representation  and
warranty  that  it  is  the  legal  and  beneficial  owner  of  the
interest  being  assigned  thereby  free and  clear of any  adverse
claim, the assigning Bank makes no  representation  or warranty and
assumes  no   responsibility   with  respect  to  any   statements,
warranties or  representations  made in or in connection  with this
Agreement or the  execution,  legality,  validity,  enforceability,
genuineness,  sufficiency or value of the Fundamental  Documents or
any other  instrument  or  document  furnished  pursuant  hereto or
thereto;   (ii) such  Bank  assignor  makes  no  representation  or
warranty  and  assumes  no  responsibility   with  respect  to  the
financial  condition of the Borrower or any of the  Subsidiaries or
any  other   obligor  under  the   Fundamental   Documents  or  the
performance  or  observance by the Borrower (on behalf of itself or
the  Subsidiaries)  or any of the  Guarantors  or any other obligor
under  the  Fundamental   Documents  of  any  of  their  respective
obligations   under  the   Fundamental   Documents   or  any  other
instrument  or  document  furnished  pursuant  hereto  or  thereto;
(iii) such  assignee  confirms  that it has received a copy of this
Agreement, together



D5



with  copies  of the most  recent  financial  statements  delivered
pursuant  to  Sections 5.05(a)  and  5.05(b)  (or if  none  of such
financial  statements  shall have then been delivered,  then copies
of the financial  statements  referred to in  Section 3.05  hereof)
and  such  other   documents  and  information  as  it  has  deemed
appropriate  to make its own credit  analysis and decision to enter
into such  Assignment  and  Acceptance;  (iv) such  assignee  will,
independently  and without  reliance upon the assigning  Bank,  the
Administrative  Agent or any other  person  that has  become a Bank
and  based on such  documents  and  information  as it  shall  deem
appropriate   at  the  time,   continue  to  make  its  own  credit
decisions  in taking or not taking  action  under  this  Agreement;
(v) such assignee appoints and authorizes the Administrative  Agent
to take such  action  on its  behalf  as the  Administrative  Agent
deems   appropriate   and  to  exercise   such  powers   under  the
Fundamental  Documents  as  are  delegated  to  the  Administrative
Agent by the  terms  thereof,  together  with  such  powers  as are
reasonably  incidental thereto;  and (vi) such assignee agrees that
it  will  perform  in  accordance  with  their  terms  all  of  the
obligations  which by the terms of this  Agreement  are required to
be performed by it as a Bank.

           (e)  The  Administrative  Agent  shall  maintain  at its
address  at  which  notices  are  to be  given  to it  pursuant  to
Section 10.01  a copy  of  each  Assignment  and  Acceptance  and a
register  for the  recordation  of the names and  addresses  of the
Banks and the  Commitments  of, and  principal  amount of the Loans
owing  to,  each  Bank  from  time to time  (the  "Register").  The
entries in the  Register  shall be  conclusive,  in the  absence of
manifest  error,  and the Borrower,  the  Administrative  Agent and
the Banks may treat  each  person  whose  name is  recorded  in the
Register as a Bank  hereunder  for all purposes of the  Fundamental
Documents.  The Register  shall be available for  inspection by the
Borrower or any Bank at any  reasonable  time and from time to time
upon reasonable prior notice.

           (f)  Upon  its receipt of an Assignment  and  Acceptance
executed by an  assigning  Bank and an assignee  together  with any
Notes  subject to such  assignment  and evidence of the  Borrower's
written  consent  to  such  assignment,  the  Administrative  Agent
shall,  if such  Assignment  and  Acceptance has been completed and
is in the form of  Exhibit E  hereto,  (i) accept  such  Assignment
and Acceptance,  (ii) record the information  contained  therein in
the Register and  (iii) give  prompt  written notice thereof to the
Borrower.  Within five  Business  Days after receipt of the notice,
the  Borrower,  at its own  expense,  shall  execute and deliver to
the Bank,  in exchange for the  surrendered  Notes,  as  applicable
(x) a  new  Competitive  Note to the order of such  assignee  in an
amount equal to the Total  Commitment  and a new  Revolving  Credit
Note to the  order  of such  assignee  in an  amount  equal  to the
portion  of  the   Commitment   assumed  by  it  pursuant  to  such
Assignment and Acceptance  and, (y) a new Revolving  Credit Note to
the  order  of  the  assigning  Bank  in an  amount  equal  to  the
Commitment  retained by it  hereunder.  Such new  Revolving  Credit
Notes  shall  be in an  aggregate  principal  amount  equal  to the
aggregate   principal   amount  of  such  assumed   Commitment  and
retained  Commitment,  such new  Notes  shall be dated  the date of
the surrendered  Notes and shall otherwise be in substantially  the
forms of  Exhibits B-1  and B-2  hereto,  as the  case  may be.  In
addition,  the Borrower will promptly, at its own expense,  execute
such  amendments  to the  Fundamental  Documents  to  which it is a
party and such  additional  documents  and cause the  Guarantors to
execute  amendments to the  Fundamental  Documents to which it is a
party, and take such other actions as the  Administrative  Agent or
the assignee Bank may  reasonably  request in order to confirm that
such  assignee  Bank  is  entitled  to  the  full  benefit  of  the
guaranties contemplated hereby to the extent of such assignment.



D5



           (g)  Notwithstanding  any other  provision  herein,  any
Bank may, in connection  with any  assignment or  participation  or
proposed    assignment   or   participation    pursuant   to   this
Section 2.23,  disclose to the assignee or  participant or proposed
assignee or participant,  any information  relating to the Borrower
or  any  of  the  Subsidiaries   furnished  to  such  Bank  or  the
Administrative  Agent by or on  behalf  of the  Borrower;  provided
that  prior  to  any  such   disclosure,   each  such  assignee  or
participant  or  proposed  assignee or  participant  shall agree in
writing  to  preserve  the   confidentiality  of  any  confidential
information  relating to the Borrower or any of their  Subsidiaries
received from such Bank on the terms of Section 10.11.

           (h)  Any  Bank may at any time  pledge or assign  all or
any portion of its rights under this  Agreement  and the Notes to a
Federal Reserve Bank.

           (i)  SPV Designation.

                (i)   Notwithstanding   anything  to  the  contrary
contained  herein,  any Bank (a  "Designating  Bank")  may grant to
one or more  special  purpose  funding  vehicles  (each,  a "SPV"),
identified   as  such  in   writing   from  time  to  time  by  the
Designating  Bank to the  Administrative  Agent  and the  Borrower,
the option to provide to the  Borrower  all or any part of any Loan
that such  Designating  Bank would  otherwise  be obligated to make
to  the  Borrower   pursuant  to  this  Agreement;   provided  that
(A) nothing  herein shall  constitute  a  commitment  by any SPV to
make any Loan,  (B) if an SPV elects not to  exercise  such  option
or  otherwise  fails to provide  all or any part of such Loan,  the
Designating  Bank shall be obligated to make such Loan  pursuant to
the terms hereof and (C) the  Designating  Bank shall remain liable
for any indemnity or other payment  obligation  with respect to its
Commitment  hereunder.  The  making  of a Loan by an SPV  hereunder
shall utilize the  Commitment of the  Designating  Bank to the same
extent, and as if, such Loan were made by such Designating Bank.

                (ii) As to any  Loans or  portion  thereof  made by
it,  each SPV shall have all the  rights  that a Bank  making  such
Loans or  portion  thereof  would  have had under  this  Agreement;
provided,  however,  that  each  SPV  shall  have  granted  to  its
Designating Bank an irrevocable  power of attorney,  to deliver and
receive all  communications  and notices under this  Agreement (and
any  Fundamental  Documents)  and to exercise,  exclusively  in the
place  and  stead of such  SPV , all of such  SPV's  voting  rights
under this  Agreement in the discretion of such  Designating  Bank,
until the occurrence and  continuation  of an Event of Default.  No
additional  Note  shall  be  required  to  evidence  the  Loans  or
portion  thereof made by an SPV; and the related  Designating  Bank
shall be  deemed  to hold  its  Note as  agent  for such SPV to the
extent  of the Loans or  portion  thereof  funded  by such SPV.  In
addition,  any  payments  for the  account of any SPV shall be paid
to its  Designating  Bank as agent  for such  SPV.  Notwithstanding
any term or condition  hereof,  no SPV, unless it shall have become
a Bank hereunder in accordance  with the terms of  Section 2.23(b),
shall  be a party  hereto  or  have  any  right  to vote or give or
withhold its consent under this Agreement.

                (iii)Each party  hereto  hereby  agrees that no SPV
shall be liable for any indemnity or payment  under this  Agreement
for which a Bank would  otherwise  be  liable.  In  furtherance  of
the  foregoing,  each party hereto hereby agrees (which  agreements
shall survive the  termination of this  Agreement)  that,  prior to
the  date  that  is one  year  and  one  day  after  the  later  of
(a) payment in full of all  outstanding  commercial  paper or other
senior  indebtedness  of any SPV,  (b) the  payment  in full of all
Obligations,  and (c) the  termination of all Commitments,  it will
not  institute  against,  or join any other  person in  instituting
against,  such  SPV any  bankruptcy,  reorganization,  arrangement,
insolvency  or  liquidation  proceedings  under  the  laws  of  the
United States or any state thereof.



D5



                (iv) In addition,  notwithstanding  anything to the
contrary  contained  in  these  Clauses  (i)  through  (iv) of this
Section 2.23(i)  or  otherwise  in this  Agreement  (other than the
proviso  set  forth  directly  below in this  Clause),  any SPV may
(A) with  notice to, but without the prior  written  consent of the
Borrower  or the  Administrative  Agent,  at any time  and  without
paying any  processing fee therefor,  assign or participate  all or
a portion of its interest in any Loans to the  Designating  Bank or
to any financial  institutions  providing  liquidity  and/or credit
support to or for the  account of such SPV to support  the  funding
or maintenance of Loans and  (B) disclose  on a confidential  basis
information  relating  to its Loans  that  pertains  to  Borrower's
performance   under  the   Fundamental   Documents  and  all  other
information  relating to its Loans  provided  by Borrower  pursuant
hereto,  other than  non-public  information  provided  pursuant to
Section   3.05   hereof  and  other   than  any  other   non-public
information   provided   pursuant  hereto  to  any  rating  agency,
commercial  paper  dealer or provider  of any  surety,  guaranty or
credit or liquidity  enhancements to such SPV;  provided,  however,
that  in  no  event  may  any  non-public   financial   information
provided by the Borrower or any Guarantor  under this  Agreement be
provided  by any SPV to any  other  Person.  In no event  shall the
Borrower  be  obligated  to pay to any SPV that has made a Loan any
greater  amount than the Borrower  would have been obligated to pay
under this  Agreement if the  Designating  Bank had made such Loan.
These Clauses (i) through (iv) of this  Section 2.23(i)  may not be
amended  without  the  written  consent  of  any  Designating  Bank
affected thereby.

           SECTION 2.24.  Taxes.

           (a)  No  Deductions.   All  payments  made  by  Borrower
hereunder  and under  each Note shall be made free and clear of and
without  deduction  for  any  present  or  future  taxes,   levies,
imposts,   deductions,    charges,   or   withholdings,   and   all
liabilities  with respect  thereto,  excluding taxes imposed on the
net  income  of  any  Bank  and  all  income  and  franchise  taxes
applicable   to  any  Bank  of  the   United   States   (all   such
non-excluded   taxes,   levies,   imposts,   deductions,   charges,
withholdings,  and  liabilities  being  hereinafter  referred to as
"Taxes").  If  Borrower  shall be  required  by Law to  deduct  any
Taxes  from or in  respect of any sum  payable  hereunder  or under
any  Note,  (i) the  sum  payable  shall  be  increased  as  may be
necessary so that after making all required  deductions  (including
deductions   applicable  to  additional  sums  payable  under  this
Section 2.24)  each Bank  receives  an  amount  equal to the sum it
would   have   received   had  no  such   deductions   been   made,
(ii) Borrower  shall make such deductions and (iii) Borrower  shall
timely pay the full amount  deducted to the relevant tax  authority
or other authority in accordance with applicable Law.

           (b)  Stamp Taxes.  In addition,  Borrower  agrees to pay
any  present  or  future  stamp or  documentary  taxes or any other
excise or property  taxes,  charges,  or similar levies which arise
from any payment made  hereunder or from the  execution,  delivery,
or  registration  of, or otherwise  with respect to, this Agreement
or any Note (hereinafter referred to as "Other Taxes").

           (c)  Indemnification   for   Taxes   Paid   by  a  Bank.
Borrower  shall  indemnify  each Bank for the full  amount of Taxes
or Other Taxes (including,  without limitation,  any Taxes or Other
Taxes  imposed by any  jurisdiction  on amounts  payable under this
Section 2.24)  paid  by  any  Bank  and  any  liability  (including
penalties,  interest,  and  expenses)  arising  therefrom  or  with
respect  thereto,  whether  or not such  Taxes or Other  Taxes were
correctly  or  legally  asserted.  This  indemnification  shall  be
made  within  30 days  from the date a Bank  makes  written  demand
therefor.

           (d)  Certificate.  Within 30 days  after the date of any
payment of any Taxes by Borrower,  Borrower  shall  furnish to each
Bank,  at  its  address  referred  to  herein,  the  original  or a
certified  copy of a  receipt  evidencing  payment  thereof.  If no
Taxes are  payable  in respect of any  payment  by  Borrower,  such
Borrower  shall,  if so requested by a Bank,  provide a certificate
of an officer of Borrower to that effect.



D5



           (e)  Survival.  Without  prejudice  to the  survival  of
any other  agreement  of Borrower  hereunder,  the  agreements  and
obligations  of  Borrower  contained  in Clauses (a) through (d) of
this  Section  2.24 shall  survive the payment in full of principal
and  interest   hereunder  and  under  any   instrument   delivered
hereunder.

                            ARTICLE III
                  REPRESENTATIONS AND WARRANTIES

           The Borrower represents and warrants to the Banks that:

           SECTION   3.01.    Organization;    Corporate    Powers.
(a) Each of the Borrower and the  Subsidiaries  is a corporation or
other  business  entity duly  organized,  validly  existing  and in
good  standing   under  the  laws  of  the   jurisdiction   of  its
organization;  (b) each  of  the  Borrower,  and  the  Subsidiaries
(i) has the  corporate or other  appropriate  organizational  power
and  authority  to own its property and to carry on its business as
now  conducted  and  (ii) is  qualified  to do  business  in  every
jurisdiction  where such  qualification  is necessary  except where
the  failure  so to  qualify  would not have a  materially  adverse
effect on the  condition,  financial or otherwise,  of the Borrower
or of the Borrower  and its  Consolidated  Subsidiaries  taken as a
whole;  (c) each  of  the  Borrower  and  the  Guarantors  has  the
corporate  or other  appropriate  organizational  power to execute,
deliver  and  perform  its   obligations   under  the   Fundamental
Documents  to  which  it  is a  party  and  the  Borrower  has  the
corporate  power to borrow  hereunder  and to execute  and  deliver
the Notes;  and  (d) each of the  Guarantors  has the  corporate or
other  appropriate  organizational  power and authority to guaranty
the Obligations as contemplated by Article VIII hereof.

           SECTION 3.02.  Authorization.  The  execution,  delivery
and  performance  of  this  Agreement  and  the  other  Fundamental
Documents to which the Borrower or any of the  Guarantors  is or is
to be a party,  by each such  party;  in the case of the  Borrower,
the  Borrowings  hereunder  and the  execution  and delivery of the
Notes;  and in the  case of each  Guarantor,  the  guaranty  of the
Obligations  as  contemplated  in  Article VIII  (a) have been duly
authorized  by  all  requisite   corporate  or  other   appropriate
organizational  action  on  the  part  of  the  Borrower  and  each
Guarantor;  and  (b) will  not  (i) violate  (A) any  law,  rule or
regulation   of  the  United  States  or  any  state  or  political
subdivision  thereof,  the certificate of  incorporation or By-laws
or other  appropriate  organizational  documents of the Borrower or
any of the Consolidated  Subsidiaries,  (B) any applicable order of
any court or other agency of government or (C) any  indenture,  any
agreement  for  borrowed  money,  any bond,  note or other  similar
instrument  or any other  material  agreement  or contract to which
the  Borrower or any of the  Consolidated  Subsidiaries  is a party
or by which the  Borrower or any of the  Consolidated  Subsidiaries
or any  of  their  respective  properties  are  bound,  (ii) be  in
conflict  with,  result in a breach of or  constitute  (with notice
or lapse  of time or  both) a  default  under  any such  indenture,
agreement,  bond, note,  instrument or other material  agreement or
contract  or  (iii) result  in the  creation or  imposition  of any
lien,  charge or  encumbrance  of any  nature  whatsoever  upon any
property  or  assets  of the  Borrower  or any of the  Consolidated
Subsidiaries  except  that,  in the case of all the above,  for any
such violations,  conflicts,  breaches, defaults, liens, charges or
encumbrances  which  would not have a  material  adverse  effect on
the Borrower  and its  Consolidated  Subsidiaries  taken as a whole
or adversely affect the rights or interests of the Banks.



D5



           SECTION 3.03.  Enforceability.  This  Agreement and each
other  Fundamental  Document  to which the  Borrower  or any of the
Guarantors  is a party,  is a legal,  valid and binding  obligation
of each such party thereto,  and is  enforceable  against each such
party  thereto  in  accordance  with  its  terms,   except  as  the
enforceability  thereof  may  be  limited  by  the  effect  of  any
applicable   bankruptcy,   insolvency  or  similar  laws  affecting
creditors' rights generally and by general principles of equity.

           SECTION  3.04.   Governmental   Approvals.   No  action,
consent or approval  of, or  registration  or filing  with,  or any
other  action  by  any   Governmental   Authority  is  required  in
connection  with the  execution,  delivery and  performance  by the
Borrower  and any of the  Guarantors  of this  Agreement  or of any
other  Fundamental  Document to which it is a party, the Borrowings
hereunder,  the  guaranty  by the  Guarantors  of  the  Obligations
under Article VIII or the execution and delivery of the Notes.

           SECTION  3.05.   Financial   Statements  and  Condition.
(a)  The  Borrower  has  heretofore  furnished to each of the Banks
audited  Consolidated  balance  sheets  of  the  Borrower  and  its
Consolidated  Subsidiaries  as of December 31, 2000 and the related
audited   Consolidated    statements   of   income,    Consolidated
statements of stockholders'  equity and Consolidated  statements of
cash  flows  for  the  fiscal  period  then  ended,  together  with
related   notes   and   supplemental   information.   The   audited
consolidated  balance  sheet,  statement  of income,  statement  of
stockholders'  equity and  statement  of cash flows are referred to
herein  as  the  "Audited   Financial   Statements."   The  Audited
Financial  Statements  and  the  notes  thereto  were  prepared  in
accordance   with   generally   accepted   accounting    principles
consistently   applied,   and  present   fairly  the   Consolidated
financial  position  and  results of  operations  and cash flows of
the  Borrower  and its  Consolidated  Subsidiaries  as of the dates
and  for  the  periods  indicated,  and  such  balance  sheets  and
related  notes  show all  known  direct  liabilities  and all known
contingent  liabilities  of a material  nature of the  Borrower and
its  Consolidated  Subsidiaries as of such dates which are required
to be included in such  financial  statements and the notes thereto
in accordance with generally accepted accounting principles.

           (b)  The  Borrower  has  delivered  to each of the Banks
pro forma  consolidated  projected  financial results for the years
2001-2005.  Such  projected  financial  results  are  based on good
faith  estimates  and  assumptions  believed  to be  reasonable  by
senior management of the Borrower as of the Execution Date.

           (c)  None  of the  Borrower or any  Guarantor  (each,  a
"Credit  Party") is  entering  into the  arrangements  contemplated
hereby and by the other  Fundamental  Documents  or intends to make
any  transfer or incur any  obligations  hereunder  or  thereunder,
with actual intent to hinder,  delay or defraud  either  present or
future  creditors.  On and as of the date of the initial  Borrowing
hereunder  on  a  Pro Forma   Basis  after  giving  effect  to  all
Indebtedness  (including the Loans  hereunder and the  Indebtedness
incurred by each Credit  Party in  connection  therewith)  (w) each
Credit  Party  expects the cash  available to such Credit Party and
its  Subsidiaries  on  a  Consolidated  basis,  after  taking  into
account  all  other  anticipated  uses of the  cash of such  Credit
Party  (including  the  payments on or in respect of debt  referred
to in clause  (y) of this  Section 3.05(c)),  will be sufficient to
satisfy  all final  judgments  for money  damages  which  have been
docketed  against such Credit Party and such  Subsidiaries or which
such Credit  Party  believes  may be rendered  against  such Credit
Party and such  Subsidiaries  in any  action in which  such  Credit
Party is a defendant  on the Closing  Date (taking into account the
reasonably  anticipated  maximum  amount of any such  judgment  and
such Credit  Party's  belief as to the earliest  time at which such
judgment might be entered); (x) the sum of the present fair



D5



saleable  value  of  the  assets  of  each  Credit  Party  and  its
Subsidiaries  on a  Consolidated  basis will  exceed  the  probable
liability  of such  Credit  Party  and such  Subsidiaries  on their
debts  (including  their  obligations  under the Guaranty);  (y) no
Credit  Party and its  Subsidiaries  on a  Consolidated  basis will
have  incurred  or  intends  to  incur,  or  believes  that it will
incur,  debts  beyond  its  ability to pay such debts as such debts
mature  (taking  into  account the timing and amounts of cash to be
received  by such  Credit  Party  and  such  Subsidiaries  from any
source,  and  amounts  to be  payable  on or in respect of debts of
such Credit Party and such  Subsidiaries  and the amounts  referred
to in clause (w)); and (z) each  Credit Party and its  Subsidiaries
on a  Consolidated  basis  have  sufficient  capital  with which to
conduct  their  present and  proposed  business and the property of
such  Credit  Party  and  such  Subsidiaries  does  not  constitute
unreasonably  small  capital with which to conduct their present or
proposed  business.  For  purposes  of  this  Section 3.05,  "debt"
means any  liability  on a claim,  and "claim"  means  (i) right to
payment   whether  or  not  such  right  is  reduced  to  judgment,
liquidated,  unliquidated,  fixed, contingent,  matured, unmatured,
disputed   (other  than  those  being   disputed  in  good  faith),
undisputed,  legal, equitable,  secured or unsecured, or (ii) right
to an  equitable  remedy for breach of  performance  if such breach
gives  rise to a  payment,  whether or not such right is reduced to
judgment,  liquidated,  unliquidated,  fixed, contingent,  matured,
unmatured,  disputed,  undisputed,  legal,  equitable,  secured  or
unsecured.  For  purposes  of  this  Section 3.05,   "present  fair
saleable  value"  means  the  amount  that may be  realized  if any
person's   assets  are  sold  as  an   entirety   with   reasonable
promptness in an  arm's-length  transaction  under  conditions  for
the sale of comparable business  enterprises  obtaining at the time
of determination.

           SECTION 3.06.  [Reserved] .

           SECTION  3.07.  Title to  Properties.  All assets of the
Borrower and the Subsidiaries  are free and clear of Liens,  except
such as are permitted by Section 6.01.

           SECTION 3.08.  Litigation.  There are no actions,  suits
or  proceedings  (whether  or  not  purportedly  on  behalf  of the
Borrower  or  any  of  the   Subsidiaries),   pending  or,  to  the
knowledge of the  Borrower,  threatened  against or  affecting  the
Borrower or any of the  Subsidiaries  at law or in equity or before
or  by  any  federal,   state,   municipal  or  other  governmental
department,  commission,  board, bureau, agency or instrumentality,
domestic or foreign,  which involve any of the transactions  herein
contemplated,  or  which  have a  reasonable  likelihood  of  being
determined  adversely and if  determined  adversely to the Borrower
or any of the  Subsidiaries,  would  result in a  material  adverse
change in the business, operations,  prospects,  properties, assets
or  condition  (financial  or  otherwise)  of the  Borrower and its
Consolidated   Subsidiaries  taken  as  a  whole  and  neither  the
Borrower  nor any of the  Subsidiaries  is in default  with respect
to any judgment,  writ,  injunction,  decree, rule or regulation of
any  court or  federal,  state,  municipal  or  other  governmental
department,  commission,  board, bureau, agency or instrumentality,
domestic  or  foreign,   which  default  would  have  a  materially
adverse  effect on the Borrower and its  Consolidated  Subsidiaries
taken as a whole or have an  adverse  effect on the  Borrower's  or
the  Guarantors'  ability  to  comply  with this  Agreement  or any
other Fundamental Document.

           SECTION  3.09.  Tax  Returns.  The  Borrower and each of
the  Subsidiaries  have  timely  filed or  caused  to be filed  all
federal,  state and local tax returns  which,  to the  knowledge of
the Borrower or such  Subsidiary  after due  inquiry,  are required
to be filed and have  paid or caused to be paid all taxes  required
to  be  paid  with  respect  to  such  returns  or  any  assessment
received  by it or by any of them to the  extent  that  such  taxes
have  become  due,  except  taxes the  validity  of which are being
contested in good faith by appropriate  actions or proceedings  and
with respect to which the Borrower or such



D5



Subsidiary,  as the case may be, shall have made such  reserve,  or
other  adequate  provision,   if  any,  as  shall  be  required  by
generally  accepted  accounting  principles,  and  except  for  the
filing of such  returns  as to which the  failure to file will not,
either  individually or in the aggregate,  have a material  adverse
effect on the Borrower and its Consolidated  Subsidiaries  taken as
a  whole,  or have  an  adverse  effect  on the  Borrower's  or the
Guarantors'  ability  to comply  with this  Agreement  or any other
Fundamental Document.

           SECTION  3.10.  Agreements.  (a)  None  of the  Borrower
nor any of the  Subsidiaries  is  subject  to any  charter or other
corporate  restriction   materially  and  adversely  affecting  its
business,  properties,  assets,  operations or condition (financial
or   otherwise)   or  a  party  to  any   agreement  or  instrument
materially  and  adversely  affecting  the  business,   properties,
assets,  operations  or condition  (financial  or otherwise) of the
Borrower  and  its  Consolidated  Subsidiaries  taken  as a  whole.
None of the  Borrower or any of the  Subsidiaries  is in default in
the  performance,  observance  or  fulfillment  of any agreement or
instrument  for borrowed  money by which it is bound,  or any other
agreement  or  instrument  by which it is bound which  individually
or  in  the  aggregate   materially   and  adversely   affects  the
business,  properties,  assets,  operations or condition (financial
or  otherwise)  of the Borrower and its  Consolidated  Subsidiaries
taken as a whole.

           (b)  The  Administrative  Agent has been  provided at or
prior to the Execution  Date  (i) copies of all credit  agreements,
indentures  and  other  agreements   related  to  Indebtedness  for
borrowed  money of the  Borrower or any of the  Subsidiaries  in an
amount  greater than  $10,000,000  and, to the extent  requested by
the  Administrative  Agent,  copies of any other credit agreements,
indentures  and  other  agreements   related  to  Indebtedness  for
borrowed  money  of the  Borrower  or any of the  Subsidiaries  and
(ii) access  to (and copies of, to the extent  requested) any other
contracts or purchase agreements  (including  collective bargaining
agreements)   which   are   material   to  the   Borrower   or  the
Subsidiaries.

           SECTION   3.11.   Employee   Benefit   Plans.   (a)  The
Borrower and each of its ERISA  Affiliates  is in compliance in all
material  respects with the applicable  provisions of ERISA and the
Code   and   the    regulations    and    published    governmental
interpretations   thereunder.  No  Reportable  Event  has  occurred
with  respect  to any  Plan  (other  than  Plans  which  have  been
terminated  and as to which the Borrower  and its ERISA  Affiliates
do not have any  significant  remaining  obligations or liabilities
in  connection  therewith)  as to which the  Borrower or any of its
ERISA  Affiliates  was required to file a report with the PBGC, and
the  present  value of all  benefit  liabilities  under  each  Plan
maintained  by the Borrower or any of its ERISA  Affiliates  (based
on those  assumptions  used to fund such  Plan) did not,  as of the
last  annual  valuation  date  applicable  thereto,   exceed  by  a
material  amount the value of the  assets of such  Plan.  There has
been  no  Prohibited  Transaction  with  respect  to  any  employee
benefit   plan  subject  to  ERISA,   including   any  Plan  or  to
Borrower's  knowledge any  Multiemployer  Plan or Multiple Employer
Plan,  which  could  result  in  any  material   liability  to  the
Borrower  or  an  ERISA   Affiliate.   No  Plan  has   incurred  an
"accumulated    funding   deficiency"   within   the   meaning   of
Section 412(a)    or   sought   or   obtained   a   waiver    under
Section 412(d)(1)  or an extension of time under  Section 412(e) of
the Code.  No suit,  action or other  litigation  or  investigation
or  a  claim  (excluding   claims  for  benefits  incurred  in  the
ordinary  course  of  Plan   activities)  has  been  threatened  or
brought  against or with  respect  to any Plan.  To the best of the
knowledge of the Borrower and each of its ERISA  Affiliates  (i) no
payment  required to be made under any Plan would be  nondeductible
under  Section 280G  of the Code, and (ii) in the case of each Plan
intended  to  qualify  under   Section 401(a)   of  the  Code,  all
amendments to such Plan required for the  continuing  qualification
of such Plan have been approved and adopted.



D5



           (b)  None   of  the   Borrower   or  any  of  its  ERISA
Affiliates  has incurred any Withdrawal  Liability that  materially
adversely  affects the financial  condition of the Borrower and its
Consolidated  Subsidiaries  taken as a whole.  None of the Borrower
or any of its ERISA Affiliates has received any  notification  that
any   Multiemployer   Plan  or   Multiple   Employer   Plan  is  in
reorganization  or has  been  terminated,  within  the  meaning  of
Title IV of ERISA, and no Multiemployer  Plan or Multiple  Employer
Plan  is  reasonably  expected  to  be in  reorganization  or to be
terminated,   where  such   reorganization   has  resulted  or  can
reasonably   be   expected   to  result  in  an   increase  in  the
contributions   required  to  be  made  to  such  Plan  that  would
materially  and  adversely  affect the  financial  condition of the
Borrower and its Consolidated Subsidiaries taken as a whole.

           SECTION 3.12.  Investment  Company Act;  Public  Utility
Holding  Company Act;  Federal  Power Act.  None of the Borrower or
the  Subsidiaries  is or will during the term of this  Agreement be
(i) an  "investment   company"  as  the  term  is  defined  in  the
Investment  Company  Act  of  1940,  as  amended,  (ii) subject  to
regulation  under the  Investment  Company Act of 1940, as amended,
(iii) a  "holding  company"  as that term is  defined in the Public
Utility  Holding  Company Act of 1935 or (iv) subject to regulation
under the Public Utility  Holding  Company Act of 1935, the Federal
Power Act or any foreign,  federal or local  statute or  regulation
limiting its ability to incur  indebtedness  for money  borrowed or
guaranty such indebtedness as contemplated hereby.

           SECTION 3.13.  Federal Reserve  Regulations.  Subject to
Section 4.01(d),  none of the  Borrower or any of the  Subsidiaries
is engaged principally,  or as one of its important activities,  in
the business of extending  credit for the purpose of  purchasing or
carrying  any margin  stock  (within the meaning of  Regulation U).
No  part of the  proceeds  of the  Loans  hereunder  will be  used,
whether   directly  or   indirectly,   and   whether   immediately,
incidentally  or ultimately,  for any purpose that violates,  or is
inconsistent  with,  the provisions of  Regulations   T, U or X. If
requested  by any Bank,  the  Borrower  will furnish to such Bank a
statement,  in conformity with the regulations,  on Federal Reserve
Form U-1 referred to in said Regulation U.

           SECTION 3.14.  Defaults;  Compliance  with Laws. None of
the Borrower or any of the  Subsidiaries  is in default  under this
Agreement or otherwise in default under any other  agreements  with
respect to borrowed  money in an  aggregate  outstanding  principal
amount  of  $10,000,000  or  more.  The  Borrower  and  each of the
Subsidiaries  has  conducted  its  business  and  affairs  so as to
comply  in  all   respects   material  to  the   Borrower  and  its
Consolidated  Subsidiaries  taken as a whole  with  all  applicable
federal, state and local laws and regulations.

           SECTION  3.15.  Use of  Proceeds.  Proceeds of the Loans
will be used for the purposes referred to in Section 2.03.

           SECTION  3.16.  Affiliated   Companies.   Set  forth  on
Schedule 3.16  hereto is a  complete  and  accurate  list of all of
the  Subsidiaries  of the Borrower  and other  persons in which the
Borrower or a Subsidiary  holds voting stock or a similar  interest
(other than  companies  as to which the  Borrower or a  Subsidiary,
as applicable,  owns,  directly or indirectly,  less than 5% of the
outstanding  voting  stock),  showing as of the Closing  Date as to
Subsidiaries  (i) the  jurisdiction of its incorporation,  (ii) the
number  of  shares  of each  class  of  capital  stock  authorized,
(iii) the number of such shares  outstanding,  (iv) the  percentage
of such shares held directly or indirectly by the Borrower or a



D5



Subsidiary,  as  applicable,  and  (v) the  number  of such  shares
covered by outstanding options,  warrants,  or rights held directly
or  indirectly  by the  Borrower or a  Subsidiary,  as  applicable;
provided,   however,   with  respect  to  Clauses  (ii)  and  (iii)
directly  above,  Borrower  may omit the  information  requested by
such  Clauses for all  Subsidiaries  having  tangible  assets in an
amount  less  than  $10,000,000  and,  with  respect  to all  other
Subsidiaries  organized  under  the  laws of a  jurisdiction  other
than the  United  States or a state  thereof,  Borrower  shall have
until  forty-five  (45) days after the date hereof to provide  such
information   by  way  of  a  supplement   to,  or  amendment   and
restatement  of,  Schedule 3.16  supplementing  or amending  solely
the  information  required by such  Clauses for such  Subsidiaries.
Except  as set  forth  on  Schedule  3.16,  all of the  outstanding
capital  stock  of  all  of  such  Subsidiaries  has  been  validly
issued,  is fully paid and  nonassessable and is owned as set forth
in  Schedule 3.16  (directly  or  indirectly)  by the Borrower or a
Subsidiary,  except  for  shares  required  to be  owned  by  other
persons under  applicable  foreign law (which shares do not exceed,
for any such  Subsidiary,  5% of the  total  outstanding  shares of
such  Subsidiary),  free and clear of all  Liens  and any  options,
warrants and other similar rights.

           SECTION  3.17.  Environmental  Liabilities.  (a)  Except
as set  forth  on  Schedule  3.17  hereof,  the  Borrower  and  the
Consolidated   Subsidiaries   have  not  used,   stored,   treated,
transported,  manufactured,  refined, handled, produced or disposed
of any  Hazardous  Materials  on,  under,  at, from,  or in any way
affecting any of their properties or assets,  or otherwise,  in any
manner  which at the time of the action in  question  violated  any
Environmental   Law   governing   the  use,   storage,   treatment,
transportation,  manufacture,  refinement,  handling, production or
disposal of Hazardous  Materials and to the best of the  Borrower's
knowledge,  but  without  independent  inquiry,  no prior  owner of
such  property or asset or any tenant,  subtenant,  prior tenant or
prior  subtenant  thereof has used Hazardous  Materials on, from or
affecting  such  property  or asset,  or  otherwise,  in any manner
which  at  the  time  of  the  action  in  question   violated  any
Environmental   Law   governing   the  use,   storage,   treatment,
transportation,  manufacture,  refinement,  handling, production or
disposal  of  Hazardous  Materials,  except in each  instance  such
violations  as in the aggregate  would not have a material  adverse
effect upon the Borrower and the  Consolidated  Subsidiaries  taken
as a whole.

           (b)  Except  as set forth on Schedule 3.17, the Borrower
and its  Consolidated  Subsidiaries  do not have any obligations or
liabilities,  matured  or  not  matured,  absolute  or  contingent,
assessed or  unassessed,  which such would  reasonably  be expected
to have a  materially  adverse  effect on the business or financial
condition of the Borrower and its Consolidated  Subsidiaries  taken
as a whole and,  except as set forth in  Schedule  3.17,  no claims
have been made  against  the  Borrower  or any of its  Consolidated
Subsidiaries   during  the  past  five   years  and  no   presently
outstanding  citations  or notices  have been  issued  against  the
Borrower  or  its  Consolidated  Subsidiaries,   where  such  would
reasonably be expected to have a materially  adverse  effect on the
business  or   financial   condition   of  the   Borrower  and  its
Consolidated  Subsidiaries  taken as a whole,  which in either case
have been or are  imposed by reason of or based upon any  provision
of any  Environmental  Laws,  including,  without  limitation,  any
such  obligations or  liabilities  relating to or arising out of or
attributable,   in   whole  or  in   part,   to  the   manufacture,
processing,   distribution,   use,  treatment,  storage,  disposal,
transport  or handling of any  Hazardous  Materials by the Borrower
or the Consolidated  Subsidiaries,  in their respective  capacities
as  such,   or  any  of   their   respective   employees,   agents,
representatives  or  predecessors in interest in connection with or
in  any  way  arising  from  or  relating  to  the  Borrower,   the
Consolidated  Subsidiaries or any of their  respective  properties,
or  relating  to or arising  from or  attributable,  in whole or in
part,   to  the   manufacture,   processing,   distribution,   use,
treatment,  storage,  disposal,  transport  or handling of any such
substance,  by any  other  Person at or on or under any of the real
properties  owned  or  used  by  the  Borrower,   the  Consolidated
Subsidiaries  or  any  other  location  where  such  would  have  a
materially  adverse  effect on the business or financial  condition
of the Borrower and its Consolidated Subsidiaries taken as whole.



D5



           SECTION  3.18.  Disclosure.  Neither this  Agreement nor
any  agreement,   document,   certificate   or  written   statement
furnished  to any  Bank  or to the  Administrative  Agent  for  the
benefit  of the  Banks by or on behalf  of the  Borrower  or any of
the Subsidiaries in connection with the  transactions  contemplated
hereby,  at  the  time  it  was  furnished   contained  any  untrue
statement of a material  fact or omitted to state a material  fact,
under  the  circumstances  under  which it was made,  necessary  in
order  to make the  statements  contained  herein  or  therein  not
misleading  provided that no  representation or warranty other than
that set  forth in  Section 3.05(b)  is made  with  respect  to the
projected   financial   results  of  the  Borrower  for  the  years
2001-2005.  At the  date  hereof,  there  is no fact  known  to the
Borrower which materially and adversely  affects,  or in the future
is reasonably  expected to materially  and  adversely  affect,  the
business,  assets or financial  condition,  of the Borrower and its
Consolidated  Subsidiaries  taken as a whole  (other  than facts or
conditions affecting the economy generally).

           SECTION  3.19.  Insurance.   As  of  the  date  of  this
Agreement,  all  insurance  maintained  by  the  Borrower  and  its
Subsidiaries   on  their   insurable   properties   and  all  other
insurance  maintained  by them is in full  force and effect and all
premiums required to have been paid have been duly paid.

                            ARTICLE IV
                       CONDITIONS OF LENDING

           SECTION 4.01. All  Borrowings.  The  obligations of each
of  the  Banks  to  make  Loans  hereunder  on  the  date  of  each
Borrowing  hereunder  shall be subject to the following  conditions
precedent:

           (a)  Notice.   The   Administrative   Agent  shall  have
received a notice of such  Borrowing  as required  by  Section 2.04
or 2.05, as applicable.

           (b)  Representations      and      Warranties.       The
representations  and warranties  set forth in Article III  shall be
true and  correct in all  material  respects  on and as of the date
of such  Borrowing  with  the same  effect  as if made on and as of
such  date,  except to the  extent  that such  representations  and
warranties expressly relate to an earlier date.

           (c)  No   Default.   The   Borrower   and  each  of  the
Guarantors  shall be and the  Borrower  shall have  caused  each of
the  Subsidiaries  to be in  compliance  with all of the  terms and
provisions  set forth herein or in any other  Fundamental  Document
on its part to be  observed or  performed,  and  immediately  after
such  Borrowing  no Event of Default or event  which upon notice or
lapse of time or both would  constitute  an Event of Default  shall
have occurred and be continuing.

           (d) Margin  Requirements.  If the  proceeds of any Loans
are to be used,  directly or  indirectly,  to purchase or carry any
margin stock or to extend  credit or refund  indebtedness  incurred
for   such   purpose,   the   Borrower   shall   furnish   to   the
Administrative    Agent   an   opinion   of   counsel    reasonably
satisfactory  to the  Administrative  Agent to the effect set forth
in paragraph 7 of Exhibit D-1 to this Agreement.

           (e)  Additional   Documents.   The  Banks   shall   have
received  from  the  Borrower  on the date of each  Borrowing  such
documents and information as they may reasonably  request  relating
to the satisfaction of such conditions.

           Each  Borrowing  hereunder  shall  be  deemed  to  be  a
representation  and  warranty  by the  Borrower on the date of such
Borrowing  as to the matters  specified in  paragraphs (b)  and (c)
of this Section 4.01.



D5



           SECTION  4.02.  Closing  Date.  The  obligations  of the
Banks  to  make  Loans  hereunder  are  subject  to  the  following
additional conditions precedent:

           (a)  Closing  Date.  (i) The  Closing  Date  shall  have
occurred on or before the 30th day following  the  Execution  Date,
and (ii) on the  Closing  Date,  there  shall have been no material
adverse  change in the business,  assets,  condition  (financial or
otherwise)  or  results  of  operations  of the  Borrower  and  its
Consolidated  Subsidiaries  taken  as a whole  since  December  31,
2000,  except  as  previously  disclosed  in  writing  to the Banks
prior to the Execution Date.

           (b)  Notes.  On the Closing  Date,  each Bank shall have
received a duly  executed  Competitive  Note and  Revolving  Credit
Note complying with the provisions of Section 2.08.

           (c)  Opinions  of  Counsel.  On the Closing  Date,  each
Bank shall have  received the  favorable  written  opinion of Brian
M. Addison,  Esq.,  Secretary and General  Counsel of the Borrower,
dated the Closing  Date,  addressed  to each Bank and  satisfactory
to Buchanan  Ingersoll,  PC, counsel to the  Administrative  Agent,
substantially in the form of Exhibit D.

           (d)  Corporate  Documents.  On  or  before  the  Closing
Date,  each Bank shall have received (i) a copy of the  Certificate
of  Incorporation,  as amended,  of each of the  Borrower  and each
Guarantor,  certified  as of a  recent  date  by the  Secretary  of
State  of  the  state  of  incorporation  of  such  person;  (ii) a
certificate  of such  Secretary  of  State,  dated  as of a  recent
date,  as to the good  standing  of,  and  payment of taxes by, the
Borrower and each Guarantor,  as applicable,  and as to the charter
documents of the Borrower and each  Guarantor,  as  applicable,  on
file in the  office  of  each  such  Secretary  of  State;  (iii) a
certificate  of the  Secretary  of each of the  Borrower  and  each
Guarantor,  each dated the  Closing  Date and  certifying  (A) that
attached  thereto  is a true and  complete  copy of the  By-laws of
the  Borrower or such  Guarantor,  as  applicable,  as in effect on
the date of such  certification,  (B) that  attached  thereto  is a
true and  complete  copy of  resolutions  adopted  by the  Board of
Directors  of the  Borrower  or  such  Guarantor,  authorizing  the
execution,  delivery and performance of the  Fundamental  Documents
to which it is a party,  (C) that the Certificate of  Incorporation
of the  Borrower or such  Guarantor,  as  applicable,  has not been
amended since the date of the last amendment  thereto  indicated on
the  applicable  certificate  of the  Secretary of State  furnished
pursuant  to  clause (ii)  above and (D) as to the  incumbency  and
specimen  signature  of  each  officer  of  the  Borrower  or  such
Guarantor,  as applicable,  executing the Fundamental  Documents to
which  it  is  a  party,   or  any  other  document   delivered  in
connection  herewith or  therewith,  as the case may be, (each such
certificate to contain a  certification  by another  officer of the
Borrower or such  Guarantor,  as  applicable,  as to the incumbency
and signature of the officer  signing the  certificate  referred to
in this clause (iii));  and (iv) such  other  documents as any Bank
or counsel for the Administrative Agent may reasonably request.

           (e)  Required  Consents and  Approvals.  Except as noted
on  Schedule 4.02,  all required  consents and approvals shall have
been  obtained  on or before the Closing  Date with  respect to the
transactions    contemplated    hereby   from   all    Governmental
Authorities with  jurisdiction  over the business and activities of
the Borrower and the Subsidiaries.

           (f)  Federal  Reserve  Regulations.  The  Administrative
Agent shall be  satisfied  on or before the  Closing  Date that the
provisions  of  Regulations  T, U and X of the  Board  will  not be
violated by the transactions contemplated hereby.

           (g)  Contribution  Agreement.  The Administrative  Agent
shall   have   received   on  or  before  the   Closing   Date  the
Contribution  Agreement,  duly  executed by the  Borrower  and each
Guarantor.



D5



           (h)  Fees  and  Expenses.   On  the  Closing  Date,  all
accrued  but  unpaid  Facility  Fees and  fees due to the  Banks or
Administrative   Agent,   or   both,   all   as   contemplated   by
Section 2.07,  and all amounts  referred to in  Section 10.04  then
due, shall have been or shall be simultaneously paid in full.

           (i)  Existing   Indebtedness.   Concurrently   with  the
transactions   contemplated   hereby,  on  the  Closing  Date  that
364-Day   Competitive   Advance,   Revolving  Credit  and  Guaranty
Agreement dated as of October 23, 1997, as amended,  modified,  and
supplemented  through  the date  hereof,  among the  Borrower,  the
guarantors  and  banks,  party  thereto,  and The  Chase  Manhattan
Bank,  as Agent,  and ABN AMRO Bank N.V., as  Documentation  Agent,
shall have been terminated.

           (j)  Officer's  Certificate.  On the Closing  Date,  the
Banks shall have  received a  certificate  of Borrower  provided on
its  behalf  by  a  Financial   Officer   dated  the  Closing  Date
certifying  (i)  compliance  with  Section 4.01(b)  and (c) hereof,
and (ii) the veracity of Section 4.02(a)(ii).

           (k)  Other   Documents.   On  the  Closing   Date,   the
Administrative  Agent shall have received  such other  documents as
the Administrative Agent may reasonably require.

                             ARTICLE V
                       AFFIRMATIVE COVENANTS

           The Borrower  covenants  and agrees with each Bank that,
so long as this  Agreement  shall remain in effect or the principal
of or  interest  on any  Note  or any  other  expenses  or  amounts
payable  hereunder  shall  be  unpaid  or  the  Commitments  are in
effect,  unless the Required  Banks  otherwise  consent in writing,
it will,  and it will  cause  each of its  Subsidiaries  and,  with
respect to Section 5.07 only, its ERISA Affiliates to:

           SECTION  5.01.  Corporate  Existence.  Do or cause to be
done all  things  necessary  to  preserve,  renew  and keep in full
force  and  effect  its  corporate   existence,   material  rights,
licenses,  permits and  franchises;  provided  that nothing in this
Section 5.01  shall prevent the  abandonment  or termination of the
corporate  existence,  rights or  franchises  of any  Subsidiary or
the Borrower if such  abandonment or  termination  would not have a
material  adverse  effect upon the business,  assets,  liabilities,
financial  condition,  results of operations or business  prospects
of the  Borrower  and its  Subsidiaries  taken  as a  whole  or the
ability of the  Borrower to perform its  obligations  hereunder  or
under any other Fundamental Document.

           SECTION  5.02.  Maintenance  of  Property.  At all times
maintain  and  preserve  all  property  used or useful  in  working
order and  condition,  and from time to time  make,  or cause to be
made,  all needful and proper  repairs,  renewals and  replacements
thereto,  so that the business  carried on in connection  therewith
may be properly  conducted at all times,  except to the extent that
the  failure  to do so would  not have a  material  adverse  effect
upon  the  business,  assets,  liabilities,   financial  condition,
results  of  operations  or  prospects  of  the  Borrower  and  its
Subsidiaries  taken as a whole or on the  ability  of the  Borrower
or any  Guarantor  to perform its  obligations  hereunder  or under
any other Fundamental Document.



D5



           SECTION   5.03.   Insurance.   (a)  Keep  its  insurable
properties  adequately  insured  at all  times;  (b) maintain  such
other insurance,  to such extent and against such risks,  including
fire and other risks insured  against by extended  coverage,  as is
customary  with  companies  in  the  same  or  similar  businesses;
(c) maintain  in full force and effect public  liability  insurance
against  claims for  personal  injury or death or  property  damage
occurring  upon,  in,  about or in  connection  with the use of any
properties  owned,  occupied or  controlled  by the Borrower or any
Subsidiary,  as the case may be, in such amount as the  Borrower or
such  Subsidiary,  as  the  case  may  be,  shall  reasonably  deem
necessary;   and  (d) maintain  such  other  insurance  as  may  be
required  by  law.   The   Borrower   and  the   Subsidiaries   may
self-insure  to the extent  customary with companies in the same or
similar businesses.

           SECTION  5.04.   Obligations  and  Taxes.  Pay  all  its
indebtedness  and  obligations  promptly  and  in  accordance  with
their  terms  except to the extent  that the failure to do so would
not have a  material  adverse  effect  upon the  business,  assets,
liabilities,   financial   condition,   results  of  operations  or
prospects  of the Borrower  and its  Subsidiaries  taken as a whole
or on the ability of the  Borrower or any  Guarantor to perform its
obligations  hereunder or under any other Fundamental  Document and
pay   and   discharge   promptly   all   taxes,   assessments   and
governmental  charges or levies  imposed upon it or upon its income
or  profits  or in  respect  of its  property  (and  use  its  best
efforts  to do  so),  prior  to the  time  penalties  would  attach
thereto,  as well as all lawful  claims for  labor,  materials  and
supplies or  otherwise  which,  if unpaid,  might  become a Lien or
charge  upon  such  properties  or  any  part  thereof;   provided,
however,  that  none  of the  Borrower  or any of the  Subsidiaries
shall be required to pay and  discharge  or to cause to be paid and
discharged  any  such  tax,  assessment,  charge,  levy or claim so
long as the validity or amount  thereof  shall be contested in good
faith by  appropriate  actions or  proceedings  and the Borrower or
such  Subsidiary,  as  the  case  may  be,  shall  have  made  such
reserve,  or  other  adequate  provision,   if  any,  as  shall  be
required by generally accepted  accounting  principles with respect
to any such tax, assessment, charge, levy or claim so contested.

           SECTION  5.05.  Financial   Statements;   Reports,  etc.
Furnish to the Banks:

           (a)  As  soon as  available,  but in any event within 90
days  after  the  end of each  fiscal  year  of the  Borrower,  the
Consolidated  balance  sheet as of the end of such  fiscal  year of
the  Borrower  and  its  Consolidated  Subsidiaries,   the  related
Consolidated  statements of income and the Consolidated  statements
of cash  flows  for the year  then  ended of the  Borrower  and its
Consolidated  Subsidiaries,  the foregoing  Consolidated  financial
statements  to  be  (x) examined   by,  and  to  carry  the  report
reasonably  acceptable to the Banks of PriceWaterhouse  Coopers LLC
or other  independent  public  accountants  of  similar  nationally
recognized standing  reasonably  acceptable to the Banks, and to be
in  the  form  of  the   financial   statements   included  in  the
Borrower's  annual  report on  Form 10K  filed with the  Securities
and  Exchange  Commission  for the fiscal  year ended  December 31,
2000,  and  (y) accompanied  by a certificate  of said  accountants
stating that in making the  examination  necessary  for  expressing
their opinion on such  statements  they have obtained no knowledge,
of a financial or  accounting  nature,  of any  violation of any of
the  terms  or   provisions   of  this   Agreement   or  any  other
Fundamental  Document,  or of the  occurrence  of any  condition or
event  which,   with  notice  or  lapse  of  time  or  both,  would
constitute  an Event of  Default,  or,  if such  accountants  shall
have  obtained  knowledge  of  any  such  violation,  condition  or
event,   they   shall   specify  in  such   certificate   all  such
violations,  conditions  and  events,  and the nature  thereof,  it
being  understood  that  said  accountants  shall  not be liable to
anyone   for   failure   to  obtain   such   knowledge.   All  such
Consolidated  financial  statements shall be compiled in reasonable
detail   in   accordance   with   generally   accepted   accounting
principles  applied on a consistent  basis  throughout  the periods
reflected  therein,  except as stated  therein,  and fairly present
the  financial  position and results of  operations  and cash flows
of  the  Borrower  and  its   Consolidated   Subsidiaries  for  the
respective periods indicated.



D5



           (b)  As  soon as  available,  but in any event within 60
days after the end of each of the first  three  fiscal  quarters of
each fiscal  year,  an  unaudited  Consolidated  condensed  balance
sheet,   and   the   related   unaudited   Consolidated   condensed
statements  of income  for such  quarter  and for the then  elapsed
portion  of  the  fiscal  year,  and  the  Consolidated   condensed
statements  of cash  flows  of the  Borrower  and its  Consolidated
Subsidiaries for the  then-elapsed  portion of the fiscal year, the
foregoing  Consolidated  condensed  financial  statements  to be in
reasonable  detail   (comparable  to  the  Consolidated   condensed
financial   statements   for  the  quarter  ended   June 30,   1997
heretofore  delivered  to the Banks) and stating  (with  respect to
the  unaudited  Consolidated  condensed  statements  of income  and
cash  flows) in  comparative  form the figures as at the end of and
for the comparable  periods of the preceding  fiscal year and to be
certified  by a Financial  Officer of the  Borrower in his capacity
as such as being to the best of his  knowledge  and belief  correct
and complete and as presenting  fairly the  consolidated  financial
position  and  results  of  operations  of  the  Borrower  and  its
Consolidated  Subsidiaries  in accordance  with generally  accepted
accounting  principles  (other  than the  omission  of the notes to
the   financial   statements   required   by   generally   accepted
accounting   principles)   applied  on  a  basis   consistent  with
previous  fiscal  years,  in each case  subject to normal  year-end
adjustments.

           (c)  Concurrently  with (a) and (b) above, a certificate
of  a  Financial  Officer  of  the  Borrower,   certifying  in  his
capacity as such  (i) that to the best of his  knowledge and belief
no Event of  Default,  or event  which with notice or lapse of time
or both  would  constitute  such an Event of  Default  or event has
occurred,  and,  if so,  specifying  the nature and extent  thereof
and  specifying  any  corrective  action  taken or  proposed  to be
taken  with  respect   thereto,   (ii) that  to  the  best  of  his
knowledge  and  belief  the  Borrower  is in  compliance  with  the
covenants   set   forth   in   Sections 6.09,    6.10   and   6.11,
(iii) setting    forth   in    reasonable    detail    calculations
demonstrating  compliance with  Sections 6.01(x),  6.02,  6.04, and
6.06(c),  and  (iv) setting  forth the  calculation  in  reasonable
detail of the  Consolidated  Interest  Coverage Ratio as at the end
of such fiscal  quarter and for the period of four fiscal  quarters
then ended treated as a single  accounting  period,  and any change
in  pricing  anticipated  to  become  effective  pursuant  to  such
notice.  In furtherance of the foregoing  Clauses (ii),  (iii), and
(iv),   Borrower   shall  furnish  to  the  Banks  a   certificate,
substantially   in  the   form   of   Exhibit   H  (a   "Compliance
Certificate"),  evidencing  such  compliance and setting forth such
calculations.

           (d)  Promptly upon their becoming  available,  copies of
all financial  statements,  reports,  notices and proxy  statements
sent or made  available  generally  by the  Borrower  to its public
security  holders,  of all  regular  and  periodic  reports and all
registration  statements  and  prospectuses,  if any,  filed by the
Borrower with any  securities  exchange or with the  Securities and
Exchange  Commission,  or any comparable foreign bodies, and of all
press releases and other  statements  made  available  generally by
any of them to the public concerning  material  developments in the
business of the Borrower.

           (e)  Promptly,   from   time   to   time,   such   other
information   regarding  the   financial   condition  and  business
operations  of the Borrower and its  Consolidated  Subsidiaries  as
any Bank may  reasonably  request  (with a copy of any such written
information provided to the Administrative Agent).

           SECTION  5.06.  Defaults  and  Other  Notices.  Give the
Administrative  Agent  prompt (but in any event not later than five
Business  Days after an officer of the Borrower  shall become aware
of the occurrence of such event) written notice of the following:

           (a) any  Event  of  Default  and any  event  which  with
notice  or  lapse  of time or both  would  constitute  an  Event of
Default; and



D5



           (b) any  development  (other than those  specified above
as to which the  Administrative  Agent  has  received  due  notice)
which has resulted in, or which the  Borrower  reasonably  believes
will  result  in,  a  material  adverse  change  in  the  business,
assets,  liabilities  or  financial  condition  of the Borrower and
its  Consolidated  Subsidiaries  taken as a whole or the ability of
the Borrower to perform its obligations hereunder.

           SECTION   5.07.   ERISA.   (a) Comply  in  all  material
respects  with the  applicable  provisions  of ERISA  and the Code,
(b) cause all Plans to be  funded in  accordance  with the  minimum
funding  standards  of the Code and  ERISA  and  cause  all due and
owing  contributions  to  be  made  to  Multiemployer   Plans,  and
(c) furnish  to the  Administrative  Agent (i) as soon as possible,
and in any event  within 30 days after any officer of the  Borrower
or any of its  ERISA  Affiliates  knows or has  reason to know that
any  Reportable  Event with respect to any Plan has  occurred  that
alone or together with any other  Reportable  Event with respect to
the same or another  Plan could  reasonably  be  expected to result
in  liability  of the  Company to the PBGC in an  aggregate  amount
exceeding  $5,000,000,  a statement of a Financial  Officer setting
forth details as to such  Reportable  Event and the action that the
Borrower  proposes to take with respect  thereto,  together  with a
copy of the notice of such  Reportable  Event, if any, given to the
PBGC,  (ii) promptly  after receipt  thereof,  a copy of any notice
the  Borrower or any of its ERISA  Affiliates  may receive from the
PBGC  relating to the  intention of the PBGC to terminate  any Plan
or Plans or to  appoint  a trustee  to  administer  any such  Plan,
(iii) within 10  days  after a filing  with the  PBGC  pursuant  to
Section 412(n)  of the  Code  of a  notice  of  failure  to  make a
required  installment  or other  payment  with respect to a Plan, a
statement of a Financial  Officer  setting forth details as to such
failure  and the action  that the  Borrower  proposes  to take with
respect  thereto,  together with a copy of such notice given to the
PBGC  and  (iv) promptly  and in any  event  within  30 days  after
receipt  thereof  by the  Borrower  or any of its ERISA  Affiliates
from the  sponsor  of a  Multiemployer  Plan or  Multiple  Employer
Plan,  a copy of each notice  received by the Borrower or any ERISA
Affiliate  of  the  Borrower   concerning   (A) the  imposition  of
Withdrawal  Liability by a Multiemployer  Plan or Multiple Employer
Plan in an  amount  exceeding  $5,000,000  or  (B) a  determination
that a  Multiemployer  Plan or  Multiple  Employer  Plan is,  or is
expected to be,  terminated or in  reorganization,  both within the
meaning  of  Title  IV of  ERISA,  and  which,  in  each  case,  is
expected to result in an increase  in annual  contributions  of the
Borrower  or any of its  ERISA  Affiliates  to  such  Multiemployer
Plan or Multiple Employer Plan in an amount exceeding $5,000,000.

           SECTION   5.08.   Access  to   Premises   and   Records.
Maintain   the   financial   records  of  the   Borrower   and  its
Consolidated  Subsidiaries  in accordance  with generally  accepted
accounting  principles and permit  representatives  of the Banks to
have access,  at all reasonable  times upon reasonable  notice,  to
the Borrower and any of its  Subsidiaries  and their properties and
to make such  excerpts  from such  financial  books and  records as
such   representatives   reasonably  request  and  to  discuss  the
business,   operations,   properties   and   financial   and  other
condition of the Borrower and such  Subsidiaries  with officers and
employees   of  the  Borrower   and  such   Subsidiaries   and  the
independent   certified   public   accountants   of  the  Borrower;
provided that no Bank shall purchase,  sell or otherwise acquire or
dispose  of any  interest  in a  security  of the  Borrower  in the
public markets on the basis of any material  nonpublic  information
so obtained.



D5



           SECTION 5.09.  Compliance  with Laws,  etc. The Borrower
and its  Subsidiaries  shall comply in all material  respects  with
the  requirements of all applicable  laws,  rules,  regulations and
orders of any  Governmental  Authority,  except to the extent  that
the  failure  to do so would  not have a  material  adverse  effect
upon  the  business,  assets,  liabilities,   financial  condition,
results  of  operations  or  prospects  of  the  Borrower  and  its
Subsidiaries  taken as a whole or on the  ability  of the  Borrower
or any  Guarantor  to perform its  obligations  hereunder  or under
any other  Fundamental  Document.  If any authorization or approval
or other action by, or notice to or filing with,  any  Governmental
Authority is required for the  performance  by the Borrower of this
Agreement or any other  Fundamental  Document,  the  Borrower  will
promptly  obtain  such  approval  or make such notice or filing and
shall provide  satisfactory  evidence thereof to the Administrative
Agent.

           SECTION  5.10.  Security  Interests.  If any property of
the  Borrower  or any of its  Subsidiaries,  whether  now  owned or
hereafter  acquired,  is  subjected  to any Lien not  permitted  by
Section 6.01,  the  Borrower  will make,  or will cause to be made,
effective  provision  whereby  the  Obligations  shall  be  secured
equally  and  ratably  with all other  obligations  secured by such
Lien,  and, if such  provision is not made,  an equitable  lien, so
equally and ratably securing the  Obligations,  shall exist on such
property  to the full extent  permitted  under  applicable  law; it
being   understood   that  the  Borrower's   compliance   with  the
provisions of this Section 5.10  shall not, in any way,  constitute
a cure by the  Borrower or a waiver by the Banks of the  Borrower's
failure to perform or observe any of the  covenants  or  agreements
in Section 6.01.

           SECTION  5.11.  Subsidiary  Guarantors.   Promptly  upon
any  person   incorporated   in  the  United   States   becoming  a
Subsidiary  that is a Material  Subsidiary,  or upon any Subsidiary
incorporated in the United States  becoming a Material  Subsidiary,
the  Borrower  agrees  that it or the  other  direct  owner of such
Subsidiary  shall cause such  Subsidiary to sign such an instrument
substantially  in the form of  Exhibit G  hereto,  under which such
Subsidiary  shall  become a party  hereto  and to the  Contribution
Agreement,  the other  Fundamental  Documents  (to the extent  that
Guarantors are parties thereto),  and the Intercreditor  Agreement,
in  each  case as a  Guarantor  and  assume  all  obligations  of a
Guarantor   under   the   Credit   Agreement,   all  in  a   manner
satisfactory   to  the   Administrative   Agent  and  its  counsel;
provided,  however,  the Borrower shall be permitted at any time to
cause  any  of  its   Subsidiaries   not  then   subject   to  this
Section 5.11  to  become a party to this  Agreement  and the  other
agreements  set forth  above in  accordance  with the  requirements
hereof,  and provided  further that, in the case of any  additional
Guarantor  that is  organized  under  the  laws  of a  jurisdiction
other   than  the   United   States   or  a  state   thereof,   the
Administrative  Agent on behalf of the Banks and itself  shall have
received  an  opinion  of  counsel,  admitted  to  practice  in the
relevant foreign jurisdiction,  in form and substance  satisfactory
to the Administrative Agent.

           SECTION   5.12.    Environmental   Laws.   (a)  Promptly
notify the  Administrative  Agent  upon any  Senior  Officer of the
Borrower  becoming  aware of any violation or  noncompliance  with,
or  liability  under  any  Environmental  Laws  which,  when  taken
together  with all other  pending  violations  would  reasonably be
expected  to  be  materially   adverse  to  the  Borrower  and  the
Consolidated  Subsidiaries  taken as a whole,  and promptly furnish
to the  Administrative  Agent all  notices of any nature  which the
Borrower or any  Consolidated  Subsidiaries  may  receive  from any
Governmental   Authority  or  other  Person  with  respect  to  any
violation,   or  potential  violation  or  noncompliance  with,  or
liability  or  potential  liability  under any  Environmental  Laws
which,  in any case or when  taken  together  with  all such  other
notices,  would  reasonably be expected to have a material  adverse
effect on the Borrower and the Consolidated  Subsidiaries  taken as
a whole.



D5



           (b)  Comply  with and use  reasonable  efforts to ensure
compliance  by all tenants and  subtenants  with all  Environmental
Laws,  and  obtain  and comply in all  material  respects  with and
maintain  and use  reasonable  efforts to ensure  that all  tenants
and  subtenants  obtain and comply in all  material  respects  with
and  maintain any and all  licenses,  approvals,  registrations  or
permits required by Environmental Laws.

           (c) Conduct and  complete all  investigations,  studies,
sampling and testing,  and all remedial,  removal and other actions
required under all  Environmental  Laws and promptly  comply in all
material  respects  with all lawful  orders and  directives  of all
Governmental Authorities.

           (d)   Defend,    indemnify   and   hold   harmless   the
Administrative   Agent  and  the   Banks,   and  their   respective
employees,  agents,  officers and  directors,  from and against any
claims,  demands,  penalties,   fines,  liabilities,   settlements,
damages,  costs and expenses of whatever  kind or nature,  known or
unknown,  contingent  or  otherwise,  arising out of, or in any way
related   to  the   violation   of  or   noncompliance   with   any
Environmental  Laws,  or any  orders,  requirements  or  demands of
Governmental  Authorities  related  thereto,   including,   without
limitation,    reasonable    attorney    and    consultant    fees,
investigation  and  laboratory  fees,  court  costs and  litigation
expenses, but excluding therefrom all claims,  demands,  penalties,
fines,  liabilities,   settlements,  damages,  costs  and  expenses
arising  out of or  resulting  from  (i) the  gross  negligence  or
willful  misconduct of such  indemnified  party or (ii) any acts or
omissions   of  any   indemnified   party   occurring   after  such
indemnified  party is in  possession  of, or controls the operation
of, any property or asset.

           SECTION   5.13.   Senior  Debt   Status.   Maintain  the
Obligations  on at least a pari passu  basis in priority of payment
with  all  other  Indebtedness  of  Borrower  and  the  Guarantors,
except  with  respect  to  Indebtedness  to the  extent  secured by
Liens permitted by Section 6.01.



                            ARTICLE VI
                        NEGATIVE COVENANTS

           The Borrower  covenants  and agrees with the Banks that,
so long as this  Agreement  shall remain in effect or the principal
of or  interest  on  any  Note  or any  other  expenses  or  amount
payable  hereunder  shall  be  unpaid  or  the  Commitments  are in
effect,  unless the Required  Banks  otherwise  consent in writing,
it  will  not,  and  it  will  not  cause  or  permit  any  of  its
Subsidiaries, directly or indirectly, to:

           SECTION 6.01.  Liens.  Incur,  create or permit to exist
any Lien on (or sale and  leaseback  transaction  with  respect to)
any  property,  assets or stock owned or hereafter  acquired by the
Borrower or any of its  Subsidiaries,  other than Liens in favor of
the Administrative Agent for the benefit of the Banks and:

           (i) Liens for taxes, assessments or governmental
      charges or levies not yet delinquent or thereafter payable
      without penalty for nonpayment or (if foreclosure,
      distraint, sale or other similar proceedings shall not have
      been commenced) being contested in good faith and by
      appropriate actions or proceedings promptly initiated and
      diligently conducted, if such reserve or other appropriate
      provision, if any, as shall be required by generally
      accepted accounting principles shall have been made therefor;



D5



              (ii) Liens of carriers, warehousemen, mechanics and
      materialmen incurred in the ordinary course of business for
      sums not yet due or being contested in good faith and by
      appropriate actions or proceedings promptly initiated and
      diligently conducted, if such reserve or other appropriate
      provision, if any, as shall be required by generally
      accepted accounting principles shall have been made therefor;

                 (iii) Liens incurred or deposits made in the
      ordinary course of business, in connection with workers'
      compensation, unemployment insurance and other social
      security, or to secure the performance of bids, tenders,
      leases, contracts (other than the repayment of borrowed
      money), statutory obligations, surety, customs and appeal
      bonds;

               (iv) zoning restrictions, easements, licenses,
      reservations, provisions, covenants, conditions, waivers,
      restrictions on the use of real property or minor
      irregularities of title to real property (and with respect
      to leasehold encumbrances or interests, mortgages,
      obligations, liens and other encumbrances incurred, created,
      assumed or permitted to exist and arising by, through or
      under or asserted by a landlord or owner of the leased
      property, with or without consent of the lessee), none of
      which materially impairs the use of any parcel of real
      property material to the operation of the business of the
      owner thereof or the value of such property for the purpose
      of such business;

            (v) Liens securing purchase money Indebtedness of the
      Borrower and its Subsidiaries; provided that (A) such Liens
      shall not encumber any property other than the property
      acquired, (B) the Indebtedness secured thereby does not
      exceed the purchase price of such property, and (C) such
      transaction does not otherwise violate this Agreement;

              (vi) Liens upon assets of a corporation existing at
      the time such corporation is merged into or consolidated
      with the Borrower or a Subsidiary or at the time of its
      acquisition by the Borrower or a Subsidiary or its becoming
      a Subsidiary; provided that such Lien does not spread to any
      other asset at any time owned by the Borrower or any
      Subsidiary;

                (vii) Liens in existence on the date hereof which
      are listed in Schedule 6.01 (which Schedule includes all
      such Liens (other than Liens of the types described in
      paragraphs (i) through (v) above) securing obligations in
      excess of $500,000);

                   (viii) Liens arising out of the renewal or
      refunding of any Indebtedness of the Borrower and its
      Subsidiaries secured by Liens permitted by the foregoing;
      provided that the aggregate principal amount of such
      Indebtedness is not increased and is not secured by
      additional assets and the Indebtedness secured by the Lien
      is permitted under this Agreement;

              (ix) Liens in connection with attachments, judgments
      or awards as to which an appeal or other appropriate
      proceedings for contest or review are promptly commenced and
      diligently pursued in good faith (and as to which
      foreclosure and other enforcement proceedings shall not have
      been commenced (unless fully bonded or otherwise effectively
      stayed)); and

           (x) other Liens on assets with an aggregate book value
      for all such assets subject to Liens, which when added to
      the aggregate book value of assets subject to Sale and
      Leaseback Transactions permitted under Section 6.06(c), do
      not at the time in effect exceed 10% of Consolidated Net
      Worth.



D5



           SECTION 6.02.  Indebtedness.  Permit any of the foreign
      Subsidiaries or any domestic Subsidiaries which are not
      Guarantors hereunder to incur, create, assume, become or be
      liable in any manner with respect to, or permit any of such
      Subsidiaries to permit or suffer to exist, any Indebtedness,
      unless after giving effect to such Indebtedness the total
      Indebtedness of all such Subsidiaries is no greater than 15%
      of Consolidated Net Worth; provided, however, this
      Section 6.02 shall not apply to any Subsidiary which becomes
      a Guarantor hereunder in accordance with Section 5.11
      hereof.

           SECTION 6.03. Mergers,  Consolidations,  Sales of Assets
and  Acquisitions.  Neither the  Borrower  nor any  Subsidiary  (in
one   transaction  or  series  of   transactions)   will  wind  up,
liquidate or dissolve its  affairs,  or enter into any  transaction
of merger or  consolidation,  or sell or  otherwise  dispose of all
or any part of its property or assets, except:

           (a) mergers between the Borrower and a Subsidiary
      (provided that Borrower shall be the surviving corporation)
      or between Subsidiaries;

           (b) sales of inventory, marketable securities,
      receivables owed to a foreign subsidiary and receivables of
      the Borrower or any Subsidiary from export sales, in each
      case in the ordinary course of business;

           (c) sales permitted pursuant to Section 6.06;

           (d) subject to Section 6.03(e) below, any merger (other
      than as described in (a) above), consolidation, dissolution
      or liquidation; provided, however, that (i) immediately
      prior to and on a Pro Forma Basis after giving effect to
      such transaction no Default or Event of Default has occurred
      or is continuing, (ii) if such transaction involves a Person
      other than the Borrower and its Subsidiaries, the
      Administrative Agent shall promptly receive a certificate of
      a Financial Officer of the Borrower confirming that such
      transaction complies with the requirements set forth in this
      section and (iii) if such transaction involves the Borrower,
      the Borrower is the surviving entity;

           (e) a disposition of less than substantially all of the
      assets of the Borrower and its Subsidiaries, taken as a
      whole, (i) for consideration which represents fair market
      value (as reasonably determined in good faith by the
      Borrower's Board of Directors) or, at a price determined by
      the Board of Directors of the Borrower to be in the best
      interests of the Borrower under circumstances where the
      Board of Directors of the Borrower deems a sale on terms
      other than fair market value to be in the best interest of
      the Borrower, (ii) immediately prior to and on a Pro Forma
      Basis after giving effect thereto, no Event of Default or
      Default shall have occurred and be continuing and (iii) if
      the transaction involves consideration of $20,000,000 or
      more, the Administrative Agent shall promptly receive a
      certificate of a Financial Officer of the Borrower
      confirming that such transaction complies with the
      requirements set forth in this section; and

           (f) acquisitions of an interest in any business from
      any Person (whether pursuant to a merger, an acquisition of
      stock, assets, a business unit or otherwise); provided that
      (i) immediately prior to and on a Pro Forma Basis after
      giving effect thereto, no Event of Default or Default shall
      have occurred and be continuing and (ii) if the transaction
      involves consideration equal to or in excess of $10,000,000,
      the Administrative Agent shall promptly receive a
      certificate of a Financial Officer of the Borrower
      confirming that such transaction complies with the
      requirements set forth in this section.



D5



           SECTION 6.04.  Change of Business.  Engage in any
      business activities other than those related or incidental
      to its present business activities, namely, the manufacture
      and wholesale distribution of (i) dental supplies and
      equipment, (ii) medical/industrial supplies and equipment
      and (iii) other healthcare products; provided that (x) the
      business activities, described in clause (iii) shall not at
      any time represent more than 20% of the Consolidated Net
      Income of the Borrower and the Subsidiaries as of the end of
      the then most recently completed fiscal year of the
      Borrower, and (y) the assets of the business activities
      described in clause (iii) shall not at any time represent
      more than 20% of the Consolidated assets of the Borrower and
      the Subsidiaries.

           SECTION  6.05.   Transactions  with  Affiliates.   Enter
into any  transactions  with or provide  any  employee  benefits to
any Affiliate of the Borrower or any  Subsidiary  except (a) in the
ordinary  course of business and upon fair and reasonable  terms no
less  favorable  than  the  Borrower  or the  Subsidiary  concerned
could,  in the good  faith  judgment  of senior  management  of the
Borrower,  obtain or could  become  entitled to in an  arm's-length
transaction  with a person or entity  which was not an Affiliate of
the Borrower or such  Subsidiary,  (b)  transactions  involving the
Borrower   and   one  or   more   Subsidiaries   exclusively,   (c)
transactions  involving  two  or  more  Subsidiaries   exclusively,
(d) transactions  with the ESOP or other similar  foreign  employee
stock  ownership  plans of  Subsidiaries  of the Borrower  which do
not   materially   and  adversely   affect  the  interests  of  the
Administrative   Agent  or  the   Banks   under   the   Fundamental
Documents,  and  (e) transactions   otherwise  expressly  permitted
hereunder.

           SECTION  6.06.  Sale  and  Leaseback.   Enter  into  any
arrangement,  directly or  indirectly,  with any person  whereby it
shall sell or transfer  any  property,  whether  real or  personal,
and  used  or  useful  in  its  business,   whether  now  owned  or
hereafter  acquired,  if the Borrower or any of its Subsidiaries at
the  time  of  such  sale  or  disposition   intends  to  lease  or
otherwise   acquire  the  right  to  use  or  possess   (except  by
purchase)  such  property  or  like  property  for a  substantially
similar purpose (a "Sale and Leaseback Transaction") except:

           (a) the Des Plaines Lease;

           (b) for any such Sale and Leaseback Transaction in
      which the property is sold by the Borrower to a Subsidiary
      or by a Subsidiary to the Borrower or another Subsidiary; or

           (c) the Borrower or any Subsidiary may enter into any
      Sale and Leaseback Transaction if (i) at the time of such
      Sale and Leaseback Transaction no Default or Event of
      Default shall have occurred and be continuing, (ii) the
      proceeds from the sale of the subject property shall be
      equal to not less than 80% of its fair market value (as
      reasonably determined by the Borrower's Board of Directors)
      and (iii) after giving effect to such Sale and Leaseback
      Transaction, the aggregate book value of all assets of the
      Borrower and the Subsidiaries subject to Sale and Leaseback
      Transactions when added to the aggregate book value of
      assets subject to Liens permitted under Section 6.01(x) and
      excluding those described in paragraphs (a) and (b) above,
      shall not at any time exceed 10% of Consolidated Net Worth.

           SECTION  6.07.   Dividends  by   Subsidiaries.   Create,
incur,  assume  or  permit to exist  any  agreement  or  instrument
which has the  effect of  restricting  or  prohibiting  the  power,
authority or legal right of such  Subsidiary  to declare or pay any
dividend or other distribution.



D5



           SECTION 6.08.  Amendments to Certain  Documents.  Amend,
modify or  otherwise  change (a) any  covenant  or event of default
in any material  indenture or other material  agreement or material
instrument   relating  to  any  Indebtedness  or  (b)  any  of  its
constitutive  documents,  in either  case in any manner  materially
adverse to the interests of the  Administrative  Agent or the Banks
under the Fundamental Documents.

           SECTION 6.09.  Minimum  Consolidated  Net Worth.  Permit
Consolidated   Net   Worth  at  any  time  to  be  less   than  (x)
$450,000,000  plus (y) 25% of  aggregate  Consolidated  Net  Income
for each full  fiscal  quarter  for  which  such  Consolidated  Net
Income is  positive  that  shall  have been  completed  during  the
period from the Closing Date to the date of determination.

           SECTION   6.10.    Interest    Coverage.    Permit   the
Consolidated  Interest  Coverage  Ratio  at the  end of any  fiscal
quarter  to be less  than  3.5 to 1.0 for the  period  of the  four
consecutive   fiscal  quarters  then  ended  treated  as  a  single
accounting period.

           SECTION 6.11.  Debt Ratio.

           (a) In the event that the  Proposed  Acquisition  occurs
      no later  than  August  30,  2001,  then  upon and  after the
      Proposed Acquisition,  permit the Debt Ratio at any such time
      through  December 31, 2002, to be greater than 0.60 to 1.0 or
      permit the Debt Ratio at any time after  December  31,  2002,
      to be greater than 0.50 to 1.0.

           (b)  Prior to the date of the  Proposed  Acquisition  or
      in the event that the Proposed  Acquisition does not occur by
      August  30,  2001,  permit  the Debt  Ratio at any such  time
      through  May 24,  2002,  to be  greater  than  0.55 to 1.0 or
      permit  the Debt Ratio at any time  thereafter  to be greater
      than 0.50 to 1.0.

           SECTION  6.12.  Fiscal  Year.  Change its fiscal year or
modify or  change  accounting  treatments  or  reporting  practices
except as otherwise  permitted  or required by  generally  accepted
accounting principles.

                            ARTICLE VII
                         EVENTS OF DEFAULT

           In the  case of the  happening  of any of the  following
events (hereinafter called "Events of Default"):

           (a) any representation or warranty made by the Borrower
      or any of the Guarantors in connection with this Agreement
      or any other Fundamental Document or with the execution and
      delivery of the Notes or the borrowings hereunder or any
      statement or representation made in any report, certificate,
      financial statement or other instrument furnished by the
      Borrower or any of the Guarantors to the Banks or the
      Administrative Agent pursuant to this Agreement or any other
      Fundamental Document shall prove to have been false or
      misleading in any material respect when made or delivered;



D5



           (b) default shall be made in the payment of the
      principal of or interest on any Note or of any fees or other
      amounts payable by the Borrower hereunder, when and as the
      same shall become due and payable, whether at the due date
      thereof or at a date fixed for prepayment thereof or by
      acceleration thereof or otherwise, and, in the case of
      interest, such default shall continue unremedied for five
      Business Days;

           (c) default shall be made with respect to the payment
      of any amount due under any agreement or other evidence of
      Indebtedness for borrowed money (other than the Notes) of
      the Borrower or any of the Subsidiaries in an aggregate
      outstanding principal amount of $10,000,000 or more; or any
      other default shall be made with respect to any such
      Indebtedness and such Indebtedness shall have been
      accelerated so that any payment in respect of such
      Indebtedness shall be or become due prior to its maturity or
      scheduled due date;

           (d) default shall be made in the due observance or
      performance of any covenant, condition or agreement on the
      part of the Borrower on its own behalf or on behalf of any
      of the Subsidiaries or any of the Guarantors contained in
      Article VI or Article VIII hereof; provided that in the case
      of a default under Section 6.01, resulting solely from
      incurrence of a prohibited obligation by a Subsidiary
      without the approval or knowledge of any officer of the
      Borrower, such default shall continue unremedied for 30 days;

           (e) the guaranty under Article VIII hereof shall (i)
      not remain in full force and effect, be declared null and
      void or shall not be enforceable against the Guarantors in
      accordance with its terms and such guaranty shall not be
      reinstated to full force and effect and enforceability
      against the Guarantors in accordance with its terms within
      30 days or (ii) be disaffirmed or repudiated by the Borrower
      or any such Guarantor;

           (f) default shall be made in the due observance or
      performance of any other covenant, condition or agreement to
      be observed or performed by the Borrower on its own behalf
      or on behalf of any of the Subsidiaries or any of the
      Guarantors pursuant to the terms hereof or of any other
      Fundamental Document and such default shall continue
      unremedied for a period equal to the sum of 30 days after
      such failure shall have first occurred plus an additional
      three Business Days;

           (g) the Borrower or any Material Subsidiary shall
      (i) voluntarily commence any proceeding or file any petition
      seeking relief under Title 11 of the United States Code or
      any other federal or state bankruptcy, insolvency or similar
      law now or hereafter in effect, (ii) consent to the
      institution of, or fail to controvert in a timely and
      appropriate manner, any such proceeding or the filing of any
      such petition, (iii) apply for or consent to the appointment
      of a receiver, trustee, custodian, sequestrator or similar
      official for the Borrower or any such Material Subsidiary or
      for a substantial part of its property, (iv) file an answer
      admitting the material allegations of a petition filed
      against it in any such proceeding, (v) make a general
      assignment for the benefit of creditors, (vi) become unable,
      admit in writing its inability or fail generally to pay its
      debts as they become due or (vii) take corporate action for
      the purpose of effecting any of the foregoing;



D5



           (h) an involuntary proceeding shall be commenced or an
      involuntary petition shall be filed in a court of competent
      jurisdiction seeking (i) relief in respect of the Borrower
      or any Material Subsidiary, or of a substantial part of its
      property, under Title 11 of the United States Code or any
      other federal or state bankruptcy, insolvency or similar law
      now or hereafter in effect, (ii) the appointment of a
      receiver, trustee, custodian, sequestrator or similar
      official for the Borrower or such Material Subsidiary or for
      a substantial part of its property or (iii) the winding-up
      or liquidation of the Borrower or such Material Subsidiary;
      and such proceeding or petition shall continue undismissed
      for 60 days or an order or decree approving or ordering any
      of the foregoing shall continue unstayed and in effect for
      30 days;

           (i) a final judgment for the payment of money (which
      alone, or when aggregated with all other such unpaid
      judgments to the extent not fully covered by insurance from
      financially sound and reputable insurers against the
      Borrower and its Subsidiaries at such time, is for
      $10,000,000 or more) shall be rendered against the Borrower
      or any of the Subsidiaries and the same shall remain
      undischarged for a period of 60 days or any action is taken
      by the judgment creditor to levy thereon;

           (j) a Reportable Event or Reportable Events, or a
      failure to make a required payment (within the meaning of
      Section 412(n)(1)(A) of the Code) shall have occurred with
      respect to any  one or more Plans or Multiemployer Plans
      that reasonably could be expected to result in liability of
      the Borrower to the PBGC or to a Plan in an aggregate amount
      exceeding $10,000,000 and, within 30 days after the
      reporting of any such Reportable Event to the Administrative
      Agent or after the receipt by the Administrative Agent of
      the statement required pursuant to Section 5.07(b)(iii)
      hereof, the Administrative Agent shall have notified the
      Borrower in writing that (i) the Required Banks have made a
      determination that, on the basis of such Reportable Event or
      Reportable Events or the receipt of such statement, there
      are reasonable grounds (A) for the termination of such Plan
      or Plans by PBGC, (B) for the appointment by the appropriate
      United States District Court of a trustee to administer such
      Plan or Plans or (C) for the imposition of a Lien in favor
      of a Plan and (ii) as a result thereof an Event of Default
      exists hereunder; or a trustee shall be appointed by a
      United States District Court to administer any such Plan or
      Plans; or the PBGC shall institute proceedings to terminate
      any Plan or Plans;

           (k) (i) the Borrower or any of its ERISA Affiliates
      shall have been notified by the sponsor of a Multiemployer
      Plan or Multiple Employer Plan that it has incurred
      Withdrawal Liability to such Multiemployer Plan or Multiple
      Employer Plan, (ii) the Borrower or any such ERISA Affiliate
      does not have reasonable grounds for contesting such
      Withdrawal Liability and is not in fact contesting such
      Withdrawal Liability in a timely and appropriate manner, and
      (iii) the amount of such Withdrawal Liability specified in
      such notice, when aggregated with all other amounts required
      to be paid to Multiemployer Plans and Multiple Employer
      Plans in connection with Withdrawal Liabilities (determined
      as of the date or dates of such notification), exceeds
      $10,000,000 or requires payments exceeding $10,000,000 in
      any year;



D5



           (l) the Borrower or any of its ERISA Affiliates shall
      have been notified by the sponsor of a Multiemployer Plan or
      Multiple Employer Plan that such Multiemployer Plan or
      Multiple Employer Plan is in reorganization or is being
      terminated, within the meaning of Title IV of ERISA, if
      solely as a result of such reorganization or termination the
      aggregate annual contributions of the Borrower and its ERISA
      Affiliates to all Multiemployer Plans and Multiple Employer
      Plans that are then in reorganization or have been or are
      being terminated have been or will be increased over the
      amounts required to be contributed to such Multiemployer
      Plans for their most recently completed plan years by an
      amount exceeding $10,000,000 in any year; or

           (m) (i) a person or two or more persons acting in
      concert (excluding the ESOP and any other person who holds
      5% or more of the outstanding shares of voting stock of the
      Borrower as of the Closing Date) shall acquire beneficial
      ownership (within the meaning of Rule 13d-3 of the
      Securities and Exchange Commission under the Securities
      Exchange Act of 1934) of more than 40% of the outstanding
      shares of voting stock of the Borrower, or (ii) the
      individuals who, as of such Closing Date, are members of the
      Board of Directors of the Borrower (the "Incumbent Board")
      shall cease to constitute at least a majority of the Board
      of Directors of the Borrower; provided, however, that if the
      election, or nomination for election of any new director was
      approved by a vote of at least a majority of the Incumbent
      Board or any nominating committee thereof, such new director
      shall, for purposes hereof, be considered as a member of the
      Incumbent Board;

then,  and in every  such event and at any time  thereafter  during
the  continuance  of  such  event,  the  Administrative  Agent  may
(unless,  in the case of each  Event of  Default  other  than  that
specified in  paragraph  (b) above,  the Required  Banks shall have
waived  such Event of Default in  writing,  and,  in the case of an
Event of Default  specified  in  paragraph  (b) above,  each of the
Banks  shall have waived  such Event of Default in  writing),  and,
upon  direction of the Required  Banks,  will by written  notice to
the  Borrower,  take any of the following  actions,  at the same or
different  times:  (i) terminate  the Commitments and  (ii) declare
the Notes to be  forthwith  due and  payable,  whereupon  the Notes
and all  other  fees  and  amounts  owing  hereunder  shall  become
forthwith  due and  payable,  both as to  principal  and  interest,
without  presentment,  demand,  protest or any other  notice of any
kind,  all  of  which  are  hereby   expressly   waived,   anything
contained    herein   or   in   the    Notes   to   the    contrary
notwithstanding.  Notwithstanding  the  foregoing,  if an  Event of
Default  specified  in  paragraph  (g) or  (h)  above  occurs  with
respect to the  Borrower or a  Guarantor,  the Notes  shall  become
immediately  due and payable,  both as to principal  and  interest,
without  any  action  by  the  Administrative   Agent  and  without
presentment,  demand,  protest or any other notice of any kind, all
of which are hereby  expressly  waived,  anything  contained herein
or in the Notes to the contrary notwithstanding.

                           ARTICLE VIII
                             GUARANTY

           SECTION  8.01.  Guaranty.  (a)  Each  Guarantor  hereby,
jointly and severally,  unconditionally and irrevocably  guaranties
to the Banks  and the  Administrative  Agent  the due and  punctual
payment by and performance of the Obligations  (including  interest
accruing on and after the filing of any petition in  bankruptcy  or
reorganization   of  the   applicable   obligor   whether   or  not
post-filing   interest  is  allowed  in  such  proceeding)  by  the
Borrower.



D5



           (b)  Each  Guarantor waives notice of acceptance of this
guaranty and also waives  presentation  to,  demand of payment from
and protest to the Borrower of any of the  Obligations,  as well as
notice of protest for  nonpayment  and all other  formalities.  The
obligations  of each Guarantor  hereunder  shall not be affected by
(i)  the  failure  of the  Administrative  Agent  or the  Banks  to
assert  any  claim or  demand  or to  enforce  any  right or remedy
against the Borrower  under this  Agreement or otherwise;  (ii) any
extension  or  renewal  of  any  of  the  Obligations;   (iii)  any
rescission,  waiver,  amendment or modification of any of the terms
or  provisions  of  this  Agreement  or  any  other   agreement  or
instrument;  (iv) the  taking or release  of any  security  held by
the Banks or the  Administrative  Agent for the  performance of any
of the  Obligations;  (v) the failure of the  Administrative  Agent
or the Banks to exercise  any right or remedy  against the Borrower
or any  other  guarantor  of the  Obligations;  (vi)  any  stay  in
bankruptcy or insolvency  proceedings  of the Borrower or any other
Person;   or  (vii)  the  release  or  substitution  of  any  other
Guarantor.

           (c)  Each    Guarantor   agrees   that   this   guaranty
constitutes  a guaranty of payment  when due and not of  collection
and  waives  any  right to  require  that any  resort be had by the
Banks  or  the  Administrative  Agent  to  any  security  held  for
payment  of the  Obligations  or to  any  balance  of  any  deposit
account  or credit on the books of the Banks or the  Administrative
Agent in favor of the Borrower or any other person.

           SECTION   8.02.   No   Impairment   of   Guaranty.   The
obligations  of each  Guarantor  hereunder  shall not be subject to
any  reduction,  limitation,  impairment  or  termination  for  any
reason,   including  any  claim  of  waiver,  release,   surrender,
alteration  or  compromise,   and  shall  not  be  subject  to  any
defense,   setoff,   counterclaim,    recoupment   or   termination
whatsoever   by   reason   of   the   invalidity,   illegality   or
unenforceability   of  the   Obligations   or  otherwise.   Without
limiting the generality of the foregoing,  the  obligations of each
Guarantor   hereunder  shall  not  be  discharged  or  impaired  or
otherwise   affected   by  the   failure   of  the   Banks  or  the
Administrative  Agent to assert  any claim or demand or to  enforce
any  remedy  under  this  Agreement  or  any  other   agreement  or
instrument,  by any waiver or  modification  of any  thereof by the
Banks or the  Administrative  Agent,  by any  default,  failure  or
delay,   willful  or   otherwise,   in  the   performance   of  the
Obligations  or by any  other  act or  omission  or delay to do any
other  act which  might in any  manner  or to any  extent  vary the
risk  of any  Guarantor  or  which  would  otherwise  operate  as a
discharge of a guarantor as a matter of law.

           SECTION  8.03.  Continuation  and  Reinstatement,   etc.
Each  Guarantor  further  agrees that this guaranty  shall continue
to be  effective  or be  reinstated,  as the case may be, if at any
time any payment on any  Obligation is rescinded or must  otherwise
be restored by the Banks upon the bankruptcy or  reorganization  of
the Borrower or otherwise.

           SECTION  8.04.  Payment,  etc.  (a)  In  furtherance  of
the  foregoing  and not in  limitation of any other right which the
Banks or the  Administrative  Agent  may  have at law or in  equity
against any  Guarantor  by virtue  hereof,  upon the failure of the
Borrower  to pay or  perform  any  Obligation  when and as the same
shall  become due,  whether at  maturity,  by  acceleration,  after
notice of prepayment or otherwise,  each Guarantor  hereby promises
to and will,  upon  receipt of  written  demand by the Banks or the
Administrative  Agent,  forthwith  pay,  or cause  to be  paid,  in
cash, to the  Administrative  Agent,  an amount equal to the sum of
(i) the unpaid principal amount of such  Obligations,  (ii) accrued
and  unpaid  interest  on such  Obligations  and  (iii)  all  other
unpaid  Obligations  of the  Borrower to the  Administrative  Agent
and the Banks.



D5



           (b)  Each  Guarantor  agrees that to the fullest  extent
permitted  by  applicable  law,  all rights  against  the  Borrower
arising  as a result of any  payment  by any  Guarantor  under this
guaranty by way of right of subrogation  or otherwise  shall in all
respects  be junior  and  subordinate  in right of  payment  to the
prior  indefeasible  payment in full of all the  Obligations to the
Administrative  Agent for the  benefit of the  Banks.  If after the
Borrower  has  failed to pay any  Obligation  when due,  any amount
shall be paid to any  Guarantor  for the  account of the  Borrower,
such  amount  shall  be  held  in  trust  for  the  benefit  of the
Administrative   Agent   and  shall   forthwith   be  paid  to  the
Administrative  Agent on  behalf of the  Banks to be  credited  and
applied to the Obligations when due and payable.

           (c)  Each   Guarantor   waives   notice  of  and  hereby
consents  to  any  agreements  or  arrangements  whatsoever  by the
Banks or the  Administrative  Agent  with the  Borrower,  or anyone
else,   including   agreements   and   arrangements   for  payment,
extension,  subordination,  composition,  arrangement, discharge or
release  of the  whole or any part of the  Obligations,  or for the
discharge or surrender of any or all security,  or for  compromise,
whether by way of  acceptance  of part  payment or  otherwise,  and
the  same  shall  in  no  way  impair  such  Guarantor's  liability
hereunder.  Nothing  shall  discharge  or satisfy the  liability of
any Guarantor  hereunder  except the full  performance  and payment
of the Obligations.

           SECTION  8.05.  Benefit to  Guarantors.  Each  Guarantor
acknowledges  that it has realized a direct  economic  benefit as a
result of the  refinancing  of the  loans  outstanding  under  that
364-Day   Competitive   Advance,   Revolving  Credit  and  Guaranty
Agreement dated as of October 23, 1997, as amended,  modified,  and
supplemented  through  the date  hereof,  among the  Borrower,  the
guarantors  and  banks,  party  thereto,  and The  Chase  Manhattan
Bank,  as Agent,  and ABN AMRO Bank N.V., as  Documentation  Agent,
and the  availability  to it of the  proceeds  of Loans  that  have
been or may in the future be made hereunder.

           SECTION 8.06.  Modification to Conform to Law.

           (a) Without  limiting the  generality of Section  10.08,
to the  extent  that  applicable  law  (including  applicable  laws
pertaining  to  fraudulent  or  preferential   transfer)  otherwise
would  render  the  full  amount  of  the  Guarantor's  obligations
hereunder  invalid,  voidable,  or  unenforceable on account of the
amount of a Guarantor's  aggregate  liability  under this guaranty,
then,  notwithstanding  any other provision of this guaranty to the
contrary,  the aggregate  amount of such liability  shall,  without
any  further  action  by  the  Administrative  Agent  or any of the
Banks or such  Guarantor  or any  other  Person,  be  automatically
limited  and  reduced  to the  highest  amount  which is valid  and
enforceable  as  determined  in such  action or  proceeding,  which
(without  limiting  the  generality  of  the  foregoing)  may be an
amount which is equal to the greater of:

                (i) the fair  consideration  actually  received  by
such Guarantor  under the terms and as a result of the  Fundamental
Documents  (including the Contribution  Agreement) and the value of
the benefits  derived by such  Guarantor from credit granted to its
Affiliates and the  synergistic  benefits of such  affiliation  and
including distributions,  commitments,  and advances made to or for
the  benefit  of such  Guarantor  with the  proceeds  of any credit
extended under the Fundamental Documents, or

                (ii)  the  excess  of  (1) the  amount  of the fair
value  of the  assets  of such  Guarantor  (as of the  date of this
guaranty or other date relevant to the  applicable  law which would
render the full  amount of the  Guarantor's  obligations  hereunder
invalid,  voidable,  or  unenforceable)  determined  in  accordance
with  applicable  federal and state laws  governing  determinations
of  the   insolvency  of  debtors,   over  (2) the  amount  of  all
liabilities of such  Guarantor as of such date,  also as determined
on the basis of  applicable  federal and state laws  governing  the
insolvency of debtors.



D5



           (b)  Notwithstanding  anything  to the  contrary in this
Article VIII,  the guaranty  hereby given in this  Agreement  shall
be  presumptively  valid and  enforceable  to its fullest extent in
accordance  with its  terms,  as if this  Section  8.06  were not a
part of this  guaranty,  and in any related  litigation  the burden
of  proof  shall  be  on  the  party   asserting  the   invalidity,
voidability,  or  unenforceability of any provision of this Article
VIII or asserting  any  limitation on any  Guarantor's  obligations
hereunder as to each element of such assertion.

           SECTION  8.07.  Additional   Guarantors.   At  any  time
after the initial  execution and delivery of this  Agreement to the
Administrative  Agent and the Banks,  additional Persons may become
parties  to this  guaranty  and  thereby  acquire  the  duties  and
rights of being  Guarantors  hereunder by executing and  delivering
to  the   Administrative   Agent  and  the  Banks  a  Joinder   and
Assumption  Agreement,  substantially  in the  form  of  Exhibit  G
hereto.  No  notice  of the  addition  of any  Guarantor  shall  be
required  to be  given  to  any  pre-existing  Guarantor  and  each
Guarantor   hereby   consents   thereto   and   affirms   that  its
obligations shall continue hereunder undiminished.

                            ARTICLE IX
                       ADMINISTRATIVE AGENT

           SECTION 9.01.  Appointment of  Administrative  Agent. In
order to expedite  the various  transactions  contemplated  by this
Agreement,  ABN  AMRO  Bank  N.V.  is  hereby  appointed  to act as
Administrative   Agent  on   behalf   of  the   Banks.   Each  Bank
irrevocably  authorizes  and  directs the  Administrative  Agent to
take  such  action  on  behalf  of such  Bank  under  the terms and
provisions   of  this   Agreement   and  to  exercise  such  powers
hereunder  as are  specifically  delegated  to or  required  of the
Administrative  Agent by the terms and provisions hereof,  together
with such  powers as are  reasonably  incidental  thereto.  Without
limiting  the  generality  of the  foregoing,  each  of  the  Banks
hereby  agrees  to  the  provisions  of  that  draft  Intercreditor
Agreement,  substantially  in the form of Exhibit F, and authorizes
the  Administrative  Agent to execute and deliver an  Intercreditor
Agreement  substantially  in  the  form  of  Exhibit  F for  and on
behalf of each of the Banks.

           SECTION 9.02.  Exculpation.  Neither the  Administrative
Agent  nor the  Documentation  Agent,  nor any of their  directors,
officers,  employees  or  agents  shall be  liable  as such for any
action  taken or  omitted by any of them  hereunder  except for its
or  his  own  gross  negligence  or  willful   misconduct,   or  be
responsible for any statement,  warranty or representation  herein,
or be required to ascertain or to make any inquiry  concerning  the
performance  or  observance  by the Borrower or the  Guarantors  of
any of the  terms,  conditions,  covenants  or  agreements  of this
Agreement.    Neither    the    Administrative    Agent   nor   the
Documentation  Agent shall be  responsible to the Banks for the due
execution,  genuineness,  validity, enforceability or effectiveness
of this Agreement or any other Fundamental  Document,  the Notes or
any  other  instrument  to  which  reference  is made  herein.  The
Administrative  Agent  may deem and  treat the payee of any Note as
the owner thereof for all purposes  hereof until written  notice of
transfer  shall have been filed with it. The  Administrative  Agent
shall promptly  notify the Borrower of any such notice  received by
such  Administrative  Agent. The Administrative  Agent shall in all
cases be fully protected in acting,  or refraining from acting,  in
accordance  with  written  instructions  signed by the Banks,  and,
except   as   otherwise    specifically   provided   herein,   such
instructions  and any  action  taken  or  failure  to act  pursuant
thereto  shall be binding on all of the Banks.  The  Administrative
Agent  shall,  in the  absence of  knowledge  to the  contrary,  be
entitled  to rely on any  paper or  document  believed  by it to be
genuine  and  correct and to have been signed or sent by the proper
person or  persons.  Neither  the  Administrative  Agent nor any of
its  directors,  officers,  employees  or  agents  shall  have  any
responsibility  to the  Borrower on account of the failure or delay
in  performance  or  breach  by any Bank of any of its  obligations
hereunder  or to any Bank on  account  of the  failure  or delay in
performance  or breach by any other Bank, or the  Borrower,  of any
of  their  respective   obligations   hereunder  or  in  connection
herewith.



D5



           SECTION   9.03.    Consultation   with   Counsel.    The
Administrative  Agent may execute any and all duties  hereunder  by
or through  agents or employees  and shall be entitled to advice of
legal  counsel  selected by it with respect to all matters  arising
hereunder  and  shall  not  be  liable  for  any  action  taken  or
suffered  in good  faith by it in  accordance  with the  advice  of
such counsel.

           SECTION 9.04. The  Administrative  Agent,  Individually.
With  respect to the Loans  made by it and the Notes  issued to it,
the  Administrative  Agent in its  individual  capacity  and not as
Administrative   Agent  shall  have  the  same  rights  and  powers
hereunder  and under any other  agreement as any other Bank and may
exercise the same as though it were not the  Administrative  Agent,
and  the  Administrative   Agent  and  its  affiliates  may  accept
deposits  from,  lend money to and generally  engage in any kind of
business  with the  Borrower  or any of the  Subsidiaries  or other
Affiliate  of the  Borrower  or any such  Subsidiary  as if it were
not the Administrative Agent.

           SECTION 9.05.  Reimbursement and  Indemnification.  Each
Bank  agrees  (i) to  reimburse  the  Administrative  Agent  in the
amount  of  such  Bank's   proportionate   share  of  any  expenses
incurred for the benefit of the Banks,  including  counsel fees and
compensation  of agents and  employees  paid for services  rendered
on behalf of the Banks,  not  reimbursed by the Borrower,  and (ii)
to indemnify  and hold  harmless the  Administrative  Agent and any
of its  directors,  officers,  employees or agents,  on demand,  in
the amount of its  proportionate  share,  from and  against any and
all   liabilities,   obligations,   losses,   damages,   penalties,
actions,  judgments,  suits,  costs,  expenses or  disbursements of
any kind or nature  whatsoever  which may be imposed  on,  incurred
by or  asserted  against it or any of them in any way  relating  to
or arising out of this  Agreement,  or under the other  Fundamental
Documents  or any  action  taken  or  omitted  by it or any of them
under this Agreement or under the other Fundamental  Documents,  to
the extent  not  reimbursed  by the  Borrower;  provided,  however,
that no Bank shall be liable for any  portion of such  liabilities,
obligations,   losses,  damages,  penalties,   actions,  judgments,
suits,  costs,  expenses or disbursements  resulting from the gross
negligence  or willful  misconduct of the  Administrative  Agent or
any of its directors, officers, employees or agents.

           SECTION 9.06.  Resignation.  Subject to the  appointment
and  acceptance  of a  successor  Administrative  Agent as provided
below,  the  Administrative   Agent  may  resign  at  any  time  by
notifying  the Banks and the Borrower.  Upon any such  resignation,
and with the consent of the  Borrower  (which shall be deemed to be
granted  if  an  Event  of  Default  shall  have  occurred  and  be
continuing),  the Required  Banks shall have the right to appoint a
successor  Administrative  Agent which is a Bank  hereunder.  If no
successor  Administrative  Agent  shall have been so  appointed  by
such  Banks and shall  have  accepted  such  appointment  within 30
days after the  retiring  Administrative  Agent gives notice of its
resignation,   then  the  retiring  Administrative  Agent  may,  on
behalf of the  Banks,  appoint  a  successor  Administrative  Agent
having a combined  capital  and  surplus  of at least  $300,000,000
and  which  is  a  Bank  hereunder.  Upon  the  acceptance  of  any
appointment  as  Administrative  Agent  hereunder  by  a  successor
bank, such successor  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 any other  documents  executed  in  connection
herewith.    After   the   Administrative    Agent's    resignation
hereunder,  the  provisions of this  Article IX  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  Administrative  Agent.
At all times,  any  Administrative  Agent hereunder shall be a Bank
hereunder.



D5





                             ARTICLE X
                           MISCELLANEOUS

           SECTION    10.01.    Notices.    Notices    and    other
communications  provided  for herein  shall be in writing and shall
be   delivered   or   mailed   (or  in  the  case  of   telegraphic
communication,  if by telegram,  delivered to the telegraph company
and, if by telex,  telecopy,  graphic scanning or other telegraphic
or   electronic   communications   equipment,   delivered  by  such
equipment)  addressed  at  its  address  or  number  set  forth  on
Schedule  2.01. All notices and other  communications  given to any
party hereto in accordance  with the  provisions of this  Agreement
shall be effective when received.

           SECTION  10.02.  No Waivers;  Amendments.  No failure or
delay of the  Administrative  Agent or any Bank in  exercising  any
power or right  hereunder  shall operate as a waiver  thereof,  nor
shall any  single or partial  exercise  of any such right or power,
or any  abandonment  or  discontinuance  of steps to enforce such a
right or power,  preclude any other or further  exercise thereof or
the  exercise  of  any  other  right  or  power.   The  rights  and
remedies of the  Administrative  Agent and the Banks  hereunder are
cumulative  and not  exclusive of any rights or remedies  which the
Administrative  Agent or any such Bank  would  otherwise  have.  No
notice or demand on the  Borrower  shall  entitle  the  Borrower to
any  other  or  further  notice  or  demand  in  similar  or  other
circumstances;  provided  that the  foregoing  shall  not limit the
right  of  the  Borrower  to  any  notice  expressly  provided  for
herein.  No  modification,  amendment or waiver of any provision of
this  Agreement  or any of the Notes nor  consent to any  departure
of the Borrower  therefrom  shall in any event be effective  unless
the same shall be in writing and signed by the  Required  Banks and
then  such  waiver  or  consent  shall  be  effective  only  in the
specific  instance  and for the purpose for which  given.  Any such
modification,  amendment,  waiver or  consent,  so given,  shall be
effective  to  bind  all  the  Banks;   provided   that,   no  such
modification,  amendment,  waiver or consent may be made which will
(i)  reduce  or  increase  the  amount  or  alter  the  term of any
Commitment  of any Bank  hereunder  without the written  consent of
such Bank;  (ii)  extend the time for  payment of  principal  of or
interest on any Note,  or reduce the  principal  amount or decrease
the  rate  of  interest  on  any  Loan  or  change  the  method  of
calculation  provided  for  herein  for  determining  the  rate  of
interest  on any Note,  or vary the time for  payment or reduce the
amount  of fees  payable  to any Bank  hereunder,  or  release  any
Guarantor or any  collateral  hereunder,  or change the  definition
of  Required   Banks  set  forth  in   Article I,   or  amend  this
Section 10.02 or  Section 2.18,  without the written consent of all
the Banks;  or (iii) give any Note  preference  over any other Note
in payment of principal or interest.

           SECTION   10.03.    Applicable   Law;    Submission   to
Jurisdiction;   Service   of   Process;   Waiver  of  Jury   Trial.
(a)  This  Agreement and the Notes shall be construed in accordance
with and  governed by the laws of the State of New York  applicable
to agreements  made and to be performed  wholly in the State of New
York.

           (b)  Each  of the  Borrower  and each  Guarantor  hereby
irrevocably  submits  itself  to the  jurisdiction  of the  Supreme
Court  of the  State  of New  York,  New  York  County,  and to the
jurisdiction  of the United States  District Court for the Southern
District  of New  York,  for the  purpose  of any  suit,  action or
other  proceeding  arising out of or  relating  to this  Agreement,
any other  Fundamental  Document or any related  document or any of
the  transactions   contemplated  hereby  or  thereby,  and  hereby
waives, and agrees not to



D5



assert,  by way of  motion,  as a  defense,  or  otherwise,  in any
suit,  action or  proceeding,  any claim that it is not  personally
subject  to the  jurisdiction  of the  above-named  courts  for any
reason  whatsoever,   that  such  suit,  action  or  proceeding  is
brought  in an  inconvenient  forum or that the venue of such suit,
action or  proceeding  is  improper or that this  Agreement  or any
other  Fundamental  Documents  or, to the full extent  permitted by
applicable  law,  any  subject  matter  of any  thereof  may not be
enforced  in or by such  courts.  Neither  this  paragraph  (b) nor
paragraph  (c) below shall  restrict  the  Administrative  Agent or
any  Bank  from  bringing  suit  or   instituting   other  judicial
proceedings  against the Borrower or any  Guarantor or any of their
assets  in any  court or  jurisdiction  not  referred  to herein or
therein.

           (c)  Each party to this Agreement  irrevocably  consents
to  service  of  process  in the  manner  provided  for  notice  in
Section 10.01.  Nothing in this  Agreement will affect the right of
any party to this  Agreement  to serve  process in any other manner
permitted by law.

           (d)  EXCEPT  AS  PROHIBITED  BY LAW,  EACH PARTY  HERETO
HEREBY  WAIVES  ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT
OF ANY LITIGATION  DIRECTLY OR INDIRECTLY  ARISING OUT OF, UNDER OR
IN CONNECTION WITH THIS AGREEMENT,  ANY OTHER FUNDAMENTAL  DOCUMENT
AND  ANY  OF  THE  OTHER  DOCUMENTS  OR  TRANSACTIONS  CONTEMPLATED
HEREIN OR THEREIN.

           (e)  Except  as  prohibited  by law,  each party  hereto
hereby  waives  any  right it may have to claim or  recover  in any
litigation  referred to in paragraph (d) of this  Section 10.03 any
special,   exemplary,   punitive,   indirect   (including  loss  of
profits) or  consequential  damages or any damages  other than,  or
in addition to,  actual  damages;  provided  that if a party hereto
shall obtain a final,  nonappealable  judgment  that another  party
shall have  intentionally  and knowingly  breached its  obligations
under this  Agreement  with an  intention  of injuring the claimant
party,  the  claimant  party  may then seek  consequential  damages
from such  breaching  party for its losses  suffered as a result of
such intentional breach.

           (f)  Each  party hereto (i)  certifies  that neither any
representative,  agent nor  attorney  of any Bank has  represented,
expressly or  otherwise,  that such Bank would not, in the event of
litigation,   seek  to  enforce  the  foregoing  waivers  and  (ii)
acknowledges   that  it  has  been   induced  to  enter  into  this
Agreement   by,  among  other  things,   the  mutual   waivers  and
certifications herein.

           SECTION  10.04.   Expenses;   Documentary   Taxes.   The
Borrower  agrees to pay all reasonable  out-of-pocket  expenses (i)
incurred  by  the  Administrative  Agent  in  connection  with  the
preparation,  execution and delivery,  waiver or  modification  and
administration of this Agreement,  any other  Fundamental  Document
or any related  documents or in connection  with the performance of
due diligence by the  Administrative  Agent or the  syndication  of
the Loans  (whether  or not the  transactions  hereby  contemplated
shall be  consummated),  and (ii)  incurred  by the  Administrative
Agent in  connection  with the  making of the Loans  hereunder,  or
incurred  by the  Administrative  Agent or the Banks in  connection
with the  enforcement  of this  Agreement  or the Loans made or the
Notes  issued  hereunder  or any other  Fundamental  Documents  and
with  respect to any action which may be  instituted  by any person
against  the Banks or the  Administrative  Agent in  respect of the
foregoing  (but not with respect to any act of gross  negligence or
willful  misconduct of the  Administrative  Agent or any Bank),  or
as a result of any  transaction,  action or nonaction  arising from
the foregoing, including, but not



D5



limited to, the fees and disbursements of Buchanan  Ingersoll,  PC,
counsel to the  Administrative  Agent.  The Borrower agrees that it
shall  indemnify  the Banks and the  Administrative  Agent from and
hold them harmless  against any documentary  taxes,  assessments or
charges  made  by  any  Governmental  Authority  by  reason  of the
execution  and  delivery  of  this   Agreement,   the   Fundamental
Documents  or any of the Notes.  The  obligations  of the  Borrower
under this  Section 10.04  shall  survive the  termination  of this
Agreement and the Commitments and/or the payment of the Notes.

           SECTION  10.05.  Indemnity.  Further,  by the  execution
hereof,  the  Borrower  agrees to indemnify  and hold  harmless the
Administrative  Agent,  the  Banks,  and each of  their  respective
affiliates  and their  respective  directors,  officers,  employees
and agents (each an  "Indemnified  Party") from and against any and
all  expenses,  including  reasonable  fees  and  disbursements  of
counsel,  losses,  claims,  damages and liabilities  arising out of
any claim,  litigation,  investigation  or  proceeding  (whether or
not the  Administrative  Agent  or any  Bank  is a  party  thereto)
relating  to the  financing  contemplated  hereby and  transactions
related  thereto,  except  that  Borrower  shall not be required by
this Section  10.05 to indemnify  or hold  harmless an  Indemnified
Party to the extent  that the  matters  for which such  Indemnified
Party  claims  indemnification  under  this  Section  10.05 are the
result  of  its  gross  negligence  or  willful   misconduct.   The
obligations  of  the  Borrower  under  this   Section 10.05   shall
survive  the  termination  of this  Agreement  and the  Commitments
and/or payments of the Loans.

           SECTION 10.06.  Successors  and Assigns.  This Agreement
shall be binding  upon and inure to the  benefit  of the  Borrower,
the Guarantors,  the Administrative  Agent, the Documentation Agent
and  the  Banks  and  their  respective   successors  and  assigns.
Neither  the  Borrower  nor the  Guarantors  may assign or transfer
any of their rights or  obligations  hereunder  without the written
consent of the Required Banks.

           SECTION 10.07.  Survival of Agreements,  Representations
and   Warranties,   etc.  All   warranties,   representations   and
covenants made by the Borrower or the  Guarantors  herein or in any
certificate  or other  instrument  delivered by it or on its behalf
in  connection  with this  Agreement  shall be  considered  to have
been relied  upon by the Banks and shall  survive the making of the
Loans  herein  contemplated  and the  issuance  and delivery to the
Banks of the  Notes  regardless  of any  investigation  made by the
Banks or on their  behalf  and  shall  continue  in full  force and
effect so long as any  amount  due or to become  due  hereunder  is
outstanding  and  unpaid  and so long as the  Commitments  have not
been  terminated.  All statements in any such  certificate or other
instrument shall constitute  representations  and warranties by the
Borrower hereunder.

           SECTION  10.08.  Severability.  In case  any one or more
of the  provisions  contained in this Agreement or the Notes should
be  invalid,   illegal  or  unenforceable   in  any  respect,   the
validity,  legality and enforceability of the remaining  provisions
contained  herein and  therein  shall not in any way be affected or
impaired  thereby.   The  parties  shall  endeavor  in  good  faith
negotiations  to replace  the  invalid,  illegal  or  unenforceable
provisions  with  valid  provisions  the  economic  effect of which
comes as close  as  possible  to that of the  invalid,  illegal  or
unenforceable provisions.

           SECTION  10.09.  Cover Page and  Section  Headings.  The
cover page and section  headings  used  herein are for  convenience
of reference  only,  are not part of this  Agreement and are not to
affect  the  construction  of or be  taken  into  consideration  in
interpreting this Agreement.



D5



           SECTION  10.10.  Counterparts,   Integration,   Telecopy
Signatures.   This  Agreement  may  be  signed  in  any  number  of
counterparts  with the  effect as if the  signatures  thereto  were
upon the same  instrument.  This Agreement  shall become  effective
when  copies  hereof   which,   when  taken   together,   bear  the
signatures  of each of the parties  hereto shall have been received
by  the   Administrative   Agent.   This   Agreement,   the   other
Fundamental Documents,  and all other documents,  instruments,  and
agreements  referred  to herein or  therein  constitute  the entire
agreement  of the parties  hereto  relating  to the subject  matter
hereof  and   supersede  any  and  all  previous   agreements   and
understandings,  oral or written,  relating  to the subject  matter
hereof.  Delivery of an executed  counterpart  of a signature  page
of  this  Agreement  or  of  any  other  Fundamental   Document  by
telecopy   transmission  shall  constitute  effective  and  binding
execution   and   delivery   of  this   Agreement   or  such  other
Fundamental Document, as the case may be.

           SECTION   10.11.   Confidentiality.   Each  Bank  agrees
(which  agreement  shall survive the termination of this Agreement)
that financial  information,  information from the Borrower's books
and records,  information  concerning the Borrower's  trade secrets
and patents and any other  information  received  from the Borrower
hereunder  and  designated  in  writing  as  confidential  shall be
treated as  confidential  by such Bank, and each Bank agrees to use
its  best   efforts  to  ensure  that  such   information   is  not
published,  disclosed  or  otherwise  divulged to anyone other than
employees  or  officers  of such Bank and its  counsel  and  agents
with a need to know such  information  and who have  been  informed
of the  confidentiality  hereunder  (as  reasonably  determined  by
such  Bank);  provided  that it is  understood  that the  foregoing
shall not apply to:

           (i) disclosure made with the prior written
      authorization of the Borrower;

           (ii) disclosure of information (other than that
      received from the Borrower prior to or under this Agreement)
      already known by, or in the possession of such Bank without
      restrictions on the disclosure thereof at the time such
      information is supplied to such Bank by the Borrower
      hereunder;

           (iii) disclosure of information which is required by
      applicable law or to a governmental agency having
      supervisory authority over any party hereto;

           (iv) disclosure of information in connection with any
      suit, action or proceeding in connection with the
      enforcement of rights hereunder or in connection with the
      transactions contemplated hereby;

           (v) disclosure to any bank (or other financial
      institution) which may acquire a participation or other
      interest in the Loans or rights of any Bank hereunder;
      provided that such bank (or other financial institution)
      agrees to maintain any such information to be received in
      accordance with the provisions of this Section 10.11;

           (vi) disclosure by any party hereto to any other party
      hereto or their counsel or agents with a need to know such
      information (as reasonably determined by such party);

           (vii) disclosure by any party hereto to any entity, or
      to any subsidiary of such an entity, which owns, directly or
      indirectly, more than 50% of the voting stock of such party,
      or to any subsidiary of such an entity; or

           (viii) disclosure of information that prior to such
      disclosure has been public knowledge through no violation of
      this Agreement.



D5



           SECTION 10.12.  Conversion of Currencies.  (a)  If, for
      the purpose of obtaining judgment in any court, it is
      necessary to convert a sum owing hereunder in one currency
      into another currency, each party hereto agrees, to the
      fullest extent that it may effectively do so, that the rate
      of exchange used shall be that at which in accordance with
      normal banking procedures in the relevant jurisdiction the
      first currency could be purchased with such other currency
      on the Business Day immediately preceding the day on which
      final judgment is given.

           (b)  The  obligations of each party hereto in respect of
any  sum  due to any  other  party  hereto  or  any  holder  of the
obligations  owing  hereunder (the  "Applicable  Creditor")  shall,
notwithstanding   any  judgment  in  a  currency   (the   "Judgment
Currency")  other than the  currency in which such sum is stated to
be due hereunder (the  "Agreement  Currency"),  be discharged  only
to the extent that,  on the Business Day  following  receipt by the
Applicable  Creditor  of  any  sum  adjudged  to be so  due  in the
Judgment Currency,  the Applicable  Creditor may in accordance with
normal  banking  procedures in the relevant  jurisdiction  purchase
the Agreement  Currency with the Judgment  Currency;  if the amount
of the  Agreement  Currency  so  purchased  is  less  than  the sum
originally  due  to  the  Applicable   Creditor  in  the  Agreement
Currency,   such  party  agrees,  as  a  separate   obligation  and
notwithstanding  any such  judgment,  to indemnify  the  Applicable
Creditor   against  such  loss.  The  obligations  of  the  parties
contained in this  Section 10.12  shall survive the  termination of
this   Agreement  and  the  payment  of  all  other  amounts  owing
hereunder.

           SECTION 10.13.  European  Monetary Union.  (a) If,  as a
result of the  implementation of European  monetary union,  (i) any
currency  ceases to be lawful  currency  of the nation  issuing the
same and is replaced  by a European  common  currency,  or (ii) any
currency  and a  European  common  currency  are at the  same  time
recognized  by the  central  bank or  comparable  authority  of the
nation  issuing  such  currency  as lawful  currency of such nation
and  the  Administrative  Agent  or the  Required  Banks  shall  so
request  in a notice  delivered  to the  Borrower,  then any amount
payable  hereunder  by any  party  hereto  in such  currency  shall
instead be payable in the European  common  currency and the amount
so payable shall be determined by  translating  the amount  payable
in such currency to such European  common  currency at the exchange
rate  recognized  by the  European  Central Bank for the purpose of
implementing  European  monetary union.  Prior to the occurrence of
the  event  or  events  described  in  clause (i)  or  (ii)  of the
preceding  sentence,  each amount payable hereunder in any currency
will  continue to be payable  only in that  currency.  The Borrower
agrees,  at the request of the  Required  Banks,  at the time of or
at any time  following  the  implementation  of  European  monetary
union,  to enter into an agreement  amending this Agreement in such
manner as the Required Banks shall  reasonably  request in order to
reflect  the  implementation  of such  monetary  union and to place
the  parties  hereto in the  position  they  would have been in had
such monetary union not been implemented.

           SECTION  10.14.   Co-Documentation   and  Co-Syndication
Agents.   The  Co-Syndication   Agents  and  the   Co-Documentation
Agents do not assume any  responsibility  or obligation  under this
Agreement or any of the other  Fundamental  Documents or any duties
as agents for the  Banks.  The  titles  "Co-Syndication  Agent" and
"Co-Documentation    Agent"   imply   no   fiduciary   or   similar
responsibility on the part of either of the  Co-Syndication  Agents
or either of the  Co-Documentation  Agents  to any  Person  and the
use of such titles does not impose upon the  Co-Syndication  Agents
or the  Co-Documentation  Agents  any duties or  obligations  under
this Agreement or any of the other Fundamental Documents.

            [THIS AGREEMENT CONTINUES ON THE NEXT PAGE]




D5





                      [SIGNATURE PAGE 1 OF __
  TO FACILITY A 364-DAY COMPETITIVE ADVANCE, REVOLVING CREDIT AND
                        GUARANTY AGREEMENT]


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


D5




EXHIBIT 4.4



                 DENTSPLY International Inc.



                      JPY 6,237,500,000
     1.39% Guaranteed Senior Notes due December 28, 2005








                     -------------------

                   Note Purchase Agreement

                     -------------------




                Dated as of December 28, 2001








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


D6



                               - 41 -

                      Table of Contents

Section                        Heading                         Page


Section 1.      Authorization of Notes; Guarantees................1


Section 2.      Sale and Purchase of Notes........................1


Section 3.      Closing...........................................2


Section 4.      Conditions to Closing.............................2

    Section 4.1.  Representations and Warranties..................2
    Section 4.2.  Performance; No Default.........................2
    Section 4.3.  Compliance Certificates.........................2
    Section 4.4.  Opinions of Counsel.............................3
    Section 4.5.  Purchase Permitted by Applicable
                  Law, Etc........................................3
    Section 4.6.  Sale of Other Notes.............................3
    Section 4.7.  Payment of Special Counsel Fees.................3
    Section 4.8.  Private Placement Number........................3
    Section 4.9.  Changes in Corporate Structure..................3
    Section 4.10. Subsidiary Guaranties...........................4
    Section 4.11. Proceedings and Documents.......................4

Section 5.      Representations and Warranties of
                the Company.......................................4

    Section 5.1.  Organization; Power and Authority...............4
    Section 5.2.  Authorization, Etc..............................4
    Section 5.3.  Disclosure......................................4
    Section 5.4.  Organization and Ownership of
                  Shares of Subsidiaries..........................5
    Section 5.5.  Financial Statements............................5
    Section 5.6.  Compliance with Laws, Other
                  Instruments, Etc................................6
    Section 5.7.  Governmental Authorizations, Etc................6
    Section 5.8.  Litigation; Observance of
                  Statutes and Orders.............................6
    Section 5.9.  Taxes...........................................6
    Section 5.10. Title to Property; Leases.......................7
    Section 5.11. Licenses, Permits, Etc..........................7
    Section 5.12. Compliance with ERISA...........................7
    Section 5.13. Private Offering by the Company.................8
    Section 5.14. Use of Proceeds; Margin
                  Regulations.....................................8
    Section 5.15. Existing Debt; Future Liens.....................9
    Section 5.16. Foreign Assets Control
                  Regulations, Etc................................9
    Section 5.17. Status under Certain Statutes...................9
    Section 5.18. Pari Passu......................................9
    Section 5.19. Anti-Terrorism Order............................9


D6




    Section 5.20. Environmental Matters..........................10

Section 6.      Representations of the Purchaser.................10

    Section 6.1.  Purchase for Investment........................10
    Section 6.2.  Source of Funds................................10

Section 7.      Information as to Company........................12

    Section 7.1.  Financial and Business Information.............12
    Section 7.2.  Officer's Certificate..........................15
    Section 7.3.  Inspection.....................................15

Section 8.      Prepayment of the Notes..........................16

    Section 8.1.  Required Prepayments...........................16
    Section 8.2.  Optional Prepayments with
                  Make-Whole Amount..............................16
    Section 8.3.  Allocation of Partial Prepayments..............16
    Section 8.4.  Maturity; Surrender, Etc.......................16
    Section 8.5.  Purchase of Notes..............................17
    Section 8.6.  Make-Whole Amount..............................17

Section 9.      Affirmative Covenants............................18

    Section 9.1.  Compliance with Law............................18
    Section 9.2.  Insurance......................................19
    Section 9.3.  Maintenance of Properties......................19
    Section 9.4.  Payment of Taxes...............................19
    Section 9.5.  Corporate Existence, Etc.......................19
    Section 9.6.  Subsequent Guarantors..........................20
    Section 9.7.  Covenant to Secure Notes Equally...............20
    Section 9.8.  Pari Passu Ranking.............................20
    Section 9.9.  Rule 144A Information..........................20

Section 10.     Negative Covenants...............................20

    Section 10.1. Transactions with Affiliates...................20
    Section 10.2. Merger, Consolidation, Etc.....................20
    Section 10.3. Consolidated Net Worth.........................21
    Section 10.4. Interest Coverage Ratio........................21
    Section 10.5. Debt and Priority Debt
                  Limitations....................................21
    Section 10.6. Permitted Liens................................21
    Section 10.7. Sale of Assets.................................23
    Section 10.8. Sale of Stock and Debt of
                  Subsidiaries...................................23
    Section 10.9. Sale or Discount of Receivables................23
    Section 10.10.Subsidiary Dividend Restrictions...............24
    Section 10.11. Sale and Leasebacks...........................24


D6




    Section 10.12.Line of Business...............................24

Section 11.     Events of Default................................24


Section 12.     Remedies on Default, Etc.........................27

    Section 12.1. Acceleration...................................27
    Section 12.2. Other Remedies.................................27
    Section 12.3. Rescission.....................................28
    Section 12.4. No Waivers or Election of
                  Remedies, Expenses, Etc........................28

Section 13.     Registration; Exchange; Substitution
                of Notes.........................................28

    Section 13.1. Registration of Notes..........................28
    Section 13.2. Transfer and Exchange of Notes.................28
    Section 13.3. Replacement of Notes...........................29

Section 14.     Payments on Notes................................29

    Section 14.1. Place of Payment...............................29
    Section 14.2. Home Office Payment............................29
    Section 14.3. Judgment Currency..............................30

Section 15.     Expenses, Etc....................................30

    Section 15.1. Transaction Expenses...........................30
    Section 15.2. Survival.......................................31

Section 16.     Survival of Representations and
                Warranties; Entire Agreement.....................31


Section 17.     Amendment and Waiver.............................31

    Section 17.1. Requirements...................................31
    Section 17.2. Solicitation of Holders of Notes...............31
    Section 17.3. Binding Effect, Etc............................32
    Section 17.4. Notes Held by Company, Etc.....................32

Section 18.     Notices..........................................32


Section 19.     Reproduction of Documents........................33


Section 20.     Confidential Information.........................33




D6




Section 21.     Substitution of Purchaser........................34


Section 22.     Miscellaneous....................................34

    Section 22.1. Successors and Assigns.........................34
    Section 22.2.  Payments Due on Non-Business Days.............34
    Section 22.3. Severability...................................34
    Section 22.4. Construction...................................35
    Section 22.5. Counterparts...................................35
    Section 22.6. Governing Law..................................35


      Schedule A --     Information Relating to Purchasers
      Schedule B --     Defined Terms
      Schedule 4.9--    Changes in Corporate Structure
      Schedule 4.10    --      List of Subsidiary Guarantors at Closing
      Schedule 5.3--    Disclosure Materials
      Schedule 5.4--    Subsidiaries of the Company and Ownership
                          of Subsidiary Stock
      Schedule 5.5--     Financial Statements
      Schedule 5.8--     Certain Litigation
      Schedule 5.11     --      Patents, Etc.
      Schedule 5.15     --      Existing Debt

      Exhibit 1(a)--     Form of 1.39% Guaranteed Senior
                        Notes due 2005
      Exhibit 1(b)--    Form of Guarantee Agreement
      Exhibit 4.4(a)   --      Form of Opinion of Counsel for the
                          Company
      Exhibit 4.4(b)    --      Form of Opinion of Special Counsel
                          for the Purchasers

D6





                 DENTSPLY International Inc.
                   570 West College Avenue
                York, Pennsylvania 17405-0872

     1.39% Guaranteed Senior Notes due December 28, 2005



                                             December 28, 2001

To Each of the Purchasers Listed In
   The Attached Schedule A:

Ladies and Gentlemen:


      DENTSPLY  International  Inc.,  a  Delaware  corporation
(the "Company"), agrees with you as follows:

Section 1.   Authorization of Notes; Guarantees.

    (a)  The  Company  will  authorize  the  issue and sale of
JPY  6,237,500,000  aggregate  principal  amount  of its 1.39%
Guaranteed  Senior Notes due  December 28, 2005 (the  "Notes,"
such term to  include  any such notes  issued in  substitution
therefor  pursuant  to  Section  13 of this  Agreement  or the
Other  Agreements (as hereinafter  defined)).  The Notes shall
be  substantially  in the form set out in Exhibit  1(a),  with
such  changes  therefrom,  if any,  as may be  approved by you
and  the  Company.  Certain  capitalized  terms  used  in this
Agreement   are  defined  in   Schedule B;   references  to  a
"Schedule" or an "Exhibit" are,  unless  otherwise  specified,
to a Schedule or an Exhibit attached to this Agreement.

    (b)  The payment of the Notes and the  performance  by the
Company  of its  obligations  under  this  Agreement  and  the
Other  Agreements  (as defined  below) will be  guaranteed  by
certain  Subsidiaries  of  the  Company  (each  a  "Subsidiary
Guarantor" and,  collectively,  the "Subsidiary  Guarantors"),
pursuant to separate  Guarantee  Agreements of each Subsidiary
Guarantor  (each a "Guarantee  Agreement"  and,  collectively,
the "Guarantee  Agreements"),  each  substantially in the form
of Exhibit 1(b) hereto.

Section 2.   Sale and Purchase of Notes.



D6






      Subject to the terms and  conditions of this  Agreement,
the Company  will issue and sell to you and you will  purchase
from the  Company,  at the Closing  provided for in Section 3,
Notes in the  principal  amount  specified  opposite your name
in Schedule A at the purchase  price of 100% of the  principal
amount  thereof.  Contemporaneously  with  entering  into this
Agreement,   the  Company  is  entering   into  separate  Note
Purchase  Agreements (the "Other  Agreements")  identical with
this  Agreement  with  each of the other  purchasers  named in
Schedule A (the "Other  Purchasers"),  providing  for the sale
at such  Closing to each of the Other  Purchasers  of Notes in
the principal amount  specified  opposite its name in Schedule
A.  Your  obligation  hereunder  and  the  obligations  of the
Other  Purchasers  under the Other  Agreements are several and
not joint  obligations and you shall have no obligation  under
any Other  Agreement  and no  liability  to any Person for the
performance  or   non-performance   by  any  Other   Purchaser
thereunder.

Section 3.   Closing.

      The sale and  purchase of the Notes to be  purchased  by
you and the Other  Purchasers  shall  occur at the  offices of
Chapman  and  Cutler,   111  West  Monroe   Street,   Chicago,
Illinois  60603,  at a closing  (the  "Closing")  on  December
28,  2001.  At the  Closing,  the Company  will deliver to you
the  Notes  to be  purchased  by you in the  form of a  single
Note (or such greater number of Notes in  denominations  of at
least JPY  125,000,000  as you may request)  dated the date of
the  Closing  and  registered  in your name (or in the name of
your nominee),  against  delivery by you to the Company or its
order of  immediately  available  funds in the  amount  of the
purchase  price  therefor  by  wire  transfer  of  immediately
available   funds  to  ABN  AMRO  Bank,   Tokyo,   Swift  Code
ABNAJPJT,  Account No.  17.23.499,  for further  credit to ABN
AMRO   Chicago   Treasury,   Swift  Code   ABNAUS4CFXO,   Ref:
Dentsply,  JPY,  Ref.:  DENTSPLY  International.   If  at  the
Closing  the  Company  shall fail to tender  such Notes to you
as  provided   above  in  this   Section  3,  or  any  of  the
conditions   specified  in  Section  4  shall  not  have  been
fulfilled to your  satisfaction,  you shall, at your election,
be relieved of all further  obligations  under this Agreement,
without  thereby  waiving any rights you may have by reason of
such failure or such non-fulfillment.

Section 4.   Conditions to Closing.

      Your  obligation to purchase and pay for the Notes to be
sold to you at the  Closing is subject to the  fulfillment  to
your  satisfaction,  prior  to  or  at  the  Closing,  of  the
following conditions:

 Section 4.1.  Representations     and     Warranties.     The
representations   and   warranties  of  the  Company  in  this
Agreement  shall be  correct  when made and at the time of the
Closing.



D6




 Section 4.2.  Performance;  No  Default.  The  Company  shall
have   performed   and  complied  with  all   agreements   and
conditions   contained  in  this  Agreement   required  to  be
performed  or  complied  with by it prior to or at the Closing
and  after  giving  effect  to the issue and sale of the Notes
(and the  application of the proceeds  thereof as contemplated
by Section  5.14) no  Default  or Event of Default  shall have
occurred  and be  continuing.  Neither  the  Company  nor  any
Subsidiary  shall have entered into any transaction  since the
date of the  Memorandum  that  would have been  prohibited  by
Sections  10.1 or 10.2 had such  Sections  applied  since such
date.

 Section 4.3.  Compliance Certificates.

    (a)  Officer's   Certificate.   The  Company   shall  have
delivered to you an Officer's  Certificate,  dated the date of
the  Closing,  certifying  that the  conditions  specified  in
Sections 4.1, 4.2 and 4.9 have been fulfilled.

    (b)  Secretary's  Certificate.   The  Company  shall  have
delivered  to  you  a   certificate   certifying   as  to  the
resolutions  attached thereto and other corporate  proceedings
relating to the  authorization,  execution and delivery of the
Notes  and  the  Agreements.  The  Secretary  or an  Assistant
Secretary of each  Subsidiary  Guarantor  shall have delivered
to  you  a  certificate   certifying  as  to  the  resolutions
attached thereto and other corporate  proceedings  relating to
the  authorization,  execution  and delivery of the  Guarantee
Agreement to which it is a party.

 Section 4.4.  Opinions  of Counsel.  You shall have  received
opinions  in form and  substance  satisfactory  to you,  dated
the  date  of  the  Closing  (a)  from  Brian  Addison,  Esq.,
General   Counsel   of  the   Company   and  each   Subsidiary
Guarantor,  covering  the matters set forth in Exhibit  4.4(a)
and covering such other matters  incident to the  transactions
contemplated  hereby  as you or your  counsel  may  reasonably
request  (and the  Company  hereby  instructs  its  counsel to
deliver  such  opinion  to  you)  and  (b)  from  Chapman  and
Cutler,   your  special   counsel  in  connection   with  such
transactions,  substantially  in the form set forth in Exhibit
4.4(b)  and  covering  such  other  matters  incident  to such
transactions as you may reasonably request.

 Section 4.5.  Purchase  Permitted by Applicable  Law, Etc. On
the date of the Closing,  your  purchase of Notes shall (a) be
permitted  by the laws and  regulations  of each  jurisdiction
to which  you are  subject,  without  recourse  to  provisions
(such as Section  1405(a)(8)  of the New York  Insurance  Law)
permitting   limited   investments   by  insurance   companies
without  restriction  as to the  character  of the  particular
investment,  (b) not  violate any applicable law or regulation
(including,  without  limitation,  Regulation T, U or X of the
Board  of  Governors  of  the  Federal   Reserve  System)  and
(c) not subject you to any tax,  penalty or liability under or
pursuant to any  applicable  law or  regulation,  which law or
regulation   was  not  in  effect  on  the  date  hereof.   If
requested  by  you,  you  shall  have  received  an  Officer's
Certificate  certifying  as to such matters of fact as you may
reasonably  specify to enable you to  determine  whether  such
purchase is so permitted.



D6






 Section 4.6.  Sale of  Other  Notes.  Contemporaneously  with
the Closing,  the Company  shall sell to the Other  Purchasers
and the  Other  Purchasers  shall  purchase  the  Notes  to be
purchased by them at the Closing as specified in Schedule A.

      Section 4.7.   Payment   of   Special    Counsel   Fees.
Without  limiting the  provisions of Section 15.1, the Company
shall  have  paid on or  before  the  Closing  the  reasonable
fees,  charges  and  disbursements  of  your  special  counsel
referred  to in Section  4.4(b) to the extent  reflected  in a
statement  of such  counsel  rendered  to the Company at least
one Business Day prior to the Closing.

 Section 4.8.  Private  Placement  Number. A Private Placement
Number  issued by Standard & Poor's CUSIP  Service  Bureau (in
cooperation  with  the  Securities  Valuation  Office  of  the
National  Association of Insurance  Commissioners)  shall have
been obtained for the Notes.

 Section 4.9.  Changes  in  Corporate  Structure.   Except  as
specified  in  Schedule   4.9,  the  Company  shall  not  have
changed its  jurisdiction of  incorporation or been a party to
any merger or  consolidation  and shall not have  succeeded to
all or any  substantial  part of the  liabilities of any other
entity,  at any time  following  the  date of the most  recent
financial statements referred to in Schedule 5.5.

Section 4.10.  Subsidiary Guaranties.  You shall have received
certain Guarantee  Agreements,  duly executed and delivered by
each  Subsidiary   listed  in  Schedule  4.10  and  each  such
Guarantee Agreement shall be in full force and effect.

Section 4.11.  Proceedings  and  Documents.  All corporate and
other   proceedings  in  connection   with  the   transactions
contemplated   by  this   Agreement   and  all  documents  and
instruments   incident   to   such   transactions   shall   be
satisfactory  to you and  your  special  counsel,  and you and
your   special   counsel   shall   have   received   all  such
counterpart  originals  or  certified  or other copies of such
documents as you or they may reasonably request.

Section 5.   Representations and Warranties of the Company.

      The Company represents and warrants to you that:



D6






 Section 5.1.  Organization;    Power   and   Authority.   The
Company is a  corporation  duly  organized,  validly  existing
and in good  standing  under the laws of its  jurisdiction  of
incorporation,   and   is   duly   qualified   as  a   foreign
corporation  and is in good standing in each  jurisdiction  in
which  such  qualification  is  required  by law,  other  than
those   jurisdictions  as  to  which  the  failure  to  be  so
qualified or in good standing  would not,  individually  or in
the  aggregate,  reasonably  be  expected  to have a  Material
Adverse  Effect.  The  Company  has the  corporate  power  and
authority  to  own or  hold  under  lease  the  properties  it
purports  to  own  or  hold  under  lease,   to  transact  the
business it transacts  and  proposes to  transact,  to execute
and deliver this  Agreement and the Other  Agreements  and the
Notes and to perform the provisions hereof and thereof.

 Section 5.2.  Authorization,  Etc.  This  Agreement  and  the
Other  Agreements  and the Notes have been duly  authorized by
all  necessary  corporate  action on the part of the  Company,
and  this  Agreement  constitutes,   and  upon  execution  and
delivery  thereof each Note will  constitute,  a legal,  valid
and  binding  obligation  of the Company  enforceable  against
the  Company  in  accordance  with its  terms,  except as such
enforceability  may be limited by (a)  applicable  bankruptcy,
insolvency,  reorganization,  moratorium or other similar laws
affecting the enforcement of creditors'  rights  generally and
(b) general  principles of equity  (regardless of whether such
enforceability  is  considered in a proceeding in equity or at
law).

 Section 5.3.  Disclosure.  The  Company,  through  its agent,
ABN AMRO  Incorporated,  has  delivered  to you and each Other
Purchaser  a copy of a  Private  Placement  Memorandum,  dated
November   2001   (the   "Memorandum"),    relating   to   the
transactions   contemplated   hereby.  The  Memorandum  fairly
describes,  in all material respects,  the general nature and,
if  applicable,  properties of the business of the Company and
its  Subsidiaries.  Except as disclosed in Schedule 5.3,  this
Agreement,  the  Memorandum,  the documents,  certificates  or
other writings  identified in  Schedule 5.3  and the financial
statements  listed in Schedule 5.5,  taken as a whole,  do not
contain  any untrue  statement  of a material  fact or omit to
state  any  material  fact  necessary  to make the  statements
therein not  misleading  in light of the  circumstances  under
which they were made.  Except as disclosed  in the  Memorandum
or as expressly  described  in Schedule  5.3, or in one of the
documents,   certificates   or   other   writings   identified
therein,  or in the  financial  statements  listed in Schedule
5.5,  since  December  31,  2000,  there has been no change in
the financial  condition,  operations,  business or properties
of the  Company  or any of  its  Subsidiaries  except  changes
that  individually  or in the aggregate  would not  reasonably
be expected  to have a Material  Adverse  Effect.  There is no
fact known to the Company  that would  reasonably  be expected
to have a  Material  Adverse  Effect  that  has not  been  set
forth herein or in the  Memorandum or in the other  documents,
certificates  and  other  writings  delivered  to you by or on
behalf  of  the  Company  for  use  in  connection   with  the
transactions contemplated hereby.



D6






 Section 5.4.  Organization   and   Ownership   of  Shares  of
Subsidiaries.   (a)  Schedule  5.4  contains  (except as noted
therein)  complete  and  correct  lists  of (i) the  Company's
Subsidiaries  (other than those  Subsidiaries which have no or
an  immaterial  amount  of  assets),   showing,   as  to  each
Subsidiary,  the correct name  thereof,  the  jurisdiction  of
its  organization,  and the percentage of shares of each class
of its capital stock or similar equity  interests  outstanding
owned by the  Company  and  each  other  Subsidiary,  (ii) the
Company's   Affiliates   which  it  directly   or   indirectly
controls,  other  than  Subsidiaries,  and (iii)  the  Company
directors and senior officers.

    (b)  All of the  outstanding  shares of  capital  stock or
similar  equity   interests  of  each   Subsidiary   shown  in
Schedule   5.4  as  being   owned  by  the   Company  and  its
Subsidiaries  have been  validly  issued,  are fully  paid and
nonassessable   and  are  owned  by  the  Company  or  another
Subsidiary  free and clear of any Lien  (except  as  otherwise
disclosed in Schedule 5.4).

    (c)  Each  Subsidiary  identified  in  Schedule  5.4  is a
corporation  or other  legal  entity duly  organized,  validly
existing  and  in  good   standing   under  the  laws  of  its
jurisdiction  of  organization,  and is  duly  qualified  as a
foreign  corporation  or  other  legal  entity  and is in good
standing in each  jurisdiction in which such  qualification is
required by law,  other than those  jurisdictions  as to which
the  failure  to be so  qualified  or in good  standing  would
not,   individually   or  in  the  aggregate,   reasonably  be
expected  to  have  a  Material  Adverse  Effect.   Each  such
Subsidiary  has the  corporate or other power and authority to
own or hold under lease the  properties  it purports to own or
hold under lease and to  transact  the  business it  transacts
and proposes to transact.

    (d)  No  Subsidiary  is a party to, or  otherwise  subject
to any legal  restriction  or any  agreement  (other than this
Agreement,   the  agreements   listed  on  Schedule  5.15  and
customary  limitations  imposed by  statute)  restricting  the
ability of such  Subsidiary  to pay  dividends  out of profits
or make any other  similar  distributions  of  profits  to the
Company  or any  of its  Subsidiaries  that  owns  outstanding
shares of capital  stock or similar  equity  interests of such
Subsidiary.

 Section 5.5.  Financial    Statements.    The   Company   has
delivered   to  each   Purchaser   copies  of  the   financial
statements  of the  Company  and its  Subsidiaries  listed  on
Schedule  5.5.  All of said  financial  statements  (including
in each case the related  schedules and notes) fairly  present
in all material respects the consolidated  financial  position
of the  Company  and  its  Subsidiaries  as of the  respective
dates   specified  in  such   financial   statements  and  the
consolidated  results of their  operations  and cash flows for
the  respective  periods so specified  and have been  prepared
in accordance with GAAP  consistently  applied  throughout the
periods  involved  except as set  forth in the  notes  thereto
(subject,  in the case of any  interim  financial  statements,
to normal year-end adjustments).



D6






 Section 5.6.  Compliance with Laws, Other  Instruments,  Etc.
The  execution,  delivery  and  performance  by the Company of
this Agreement and the Notes will not  (a) contravene,  result
in any breach of, or  constitute  a default  under,  or result
in the  creation  of any Lien in  respect of any  property  of
the  Company  or  any   Subsidiary   under,   any   indenture,
mortgage,  deed of trust, loan,  purchase or credit agreement,
lease,  corporate  charter or by-laws,  or any other  Material
agreement   or   instrument   to  which  the  Company  or  any
Subsidiary   is  bound  or  by  which  the   Company   or  any
Subsidiary  or  any  of  their  respective  properties  may be
bound or affected,  (b conflict  with or result in a breach of
any of the  terms,  conditions  or  provisions  of any  order,
judgment,  decree,  or  ruling  of any  court,  arbitrator  or
Governmental  Authority  applicable  to  the  Company  or  any
Subsidiary  or (c)  violate  any  provision  of any statute or
other  rule  or  regulation  of  any  Governmental   Authority
applicable to the Company or any Subsidiary.

 Section 5.7.  Governmental  Authorizations,  Etc. No consent,
approval  or  authorization  of,  or  registration,  filing or
declaration  with, any  Governmental  Authority is required in
connection  with the  execution,  delivery or  performance  by
the Company of this Agreement or the Notes.

 Section 5.8.  Litigation;  Observance of Statutes and Orders.
(a)  Except  as  disclosed  in  Schedule  5.8,  there  are  no
actions,  suits or  proceedings  pending or, to the  knowledge
of the Company,  threatened  against or affecting  the Company
or any  Subsidiary  or any  property  of  the  Company  or any
Subsidiary  in any court or before any  arbitrator of any kind
or   before   or   by   any   Governmental   Authority   that,
individually  or  in  the  aggregate,   would   reasonably  be
expected to have a Material Adverse Effect.

    (b)  Neither  the  Company  nor  any   Subsidiary   is  in
default   under  any  term  of  any   Material   agreement  or
instrument  to which  it is a party  or by which it is  bound,
or any  order,  judgment,  decree  or  ruling  of  any  court,
arbitrator  or  Governmental  Authority  or is in violation of
any   applicable   law,   ordinance,    rule   or   regulation
(including,  without  limitation,  Environmental  Laws) of any
Governmental   Authority,    which   default   or   violation,
individually  or  in  the  aggregate,   would   reasonably  be
expected to have a Material Adverse Effect.

 Section 5.9.  Taxes.  The Company and its  Subsidiaries  have
filed all income tax  returns  that are  required to have been
filed in any  jurisdiction,  and have paid all taxes  shown to
be due and  payable on such  returns  and all other  taxes and
assessments   payable   by  or  levied   upon  them  or  their
properties,  assets, income or franchises,  to the extent such
taxes and  assessments  have become due and payable and before
they  have  become  delinquent,   except  for  any  taxes  and
assessments  (a) the  amount of which is not  individually  or
in the  aggregate  Material or (b) the  amount,  applicability
or validity of which



D6




is  currently  being  contested  in good faith by  appropriate
proceedings  and  with  respect  to  which  the  Company  or a
Subsidiary,  as the  case  may be,  has  established  adequate
reserves in  accordance  with GAAP.  The  Company  knows of no
basis for any other tax or  assessment  that would  reasonably
be expected to have a Material  Adverse  Effect.  The charges,
accruals  and  reserves  on the books of the  Company  and its
Subsidiaries  in respect of federal,  state or other taxes for
all  fiscal  periods  are  adequate.  The  Federal  income tax
liabilities  of the  Company  and its  Subsidiaries  have been
determined  by the Internal  Revenue  Service and paid for all
fiscal  years  up to  and  including  the  fiscal  year  ended
December 31, 1993.

Section 5.10.  Title to  Property;  Leases.  The  Company  and
its  Subsidiaries  have  good  and  sufficient  title to their
respective  owned  properties  that  individually  or  in  the
aggregate   are  Material,   including  all  such   properties
reflected in the most recent  audited  balance sheet  referred
to in Section 5.5 or  purported  to have been  acquired by the
Company or any  Subsidiary  after said date (except as sold or
otherwise  disposed of in the  ordinary  course of  business),
in each  case  free  and  clear of  Liens  prohibited  by this
Agreement,  except for those  defects in title and Liens that,
individually  or in the  aggregate,  would not have a Material
Adverse  Effect.  All  leases  that  individually  or  in  the
aggregate  are  Material are valid and  subsisting  and are in
full force and effect in all material respects.

Section 5.11.  Licenses,  Permits,  Etc.  Except as  disclosed
in Schedule 5.11,

          (a)   the  Company  and  its   Subsidiaries  own  or
      possess    all    licenses,     permits,     franchises,
      authorizations,   patents,  copyrights,  service  marks,
      trademarks and trade names, or rights thereto,  that are
      Material,  without  known  conflict  with the  rights of
      others,  except for those conflicts  that,  individually
      or in the aggregate,  would not have a Material  Adverse
      Effect.

          (b)   to the best of the  knowledge  of the Company,
      no product of the Company  infringes  in any respect any
      license,  permit,  franchise,   authorization,   patent,
      copyright,  service mark, trademark, trade name or other
      right  owned  by  any  other  Person,   except  for  any
      infringement(s)  that,  individually or in the aggregate
      would not have a Material Adverse Effect; and

          (c)   to the best of the  knowledge  of the Company,
      there is no  Material  violation  by any  Person  of any
      right of the Company or any  Subsidiary  with respect to
      any patent,  copyright,  service mark, trademark,  trade
      name or other  right owned or used by the Company or any
      of  its  Subsidiaries  that,   individually  or  in  the
      aggregate, would have a Material Adverse Effect.



D6






Section 5.12.  Compliance  with  ERISA.  (a) The  Company  and
each ERISA  Affiliate  have  operated  and  administered  each
Plan in compliance  with all  applicable  laws except for such
instances of  noncompliance  as have not resulted in and would
not  reasonably  be expected  to result in a Material  Adverse
Effect.  Neither  the  Company  nor any  ERISA  Affiliate  has
incurred any  liability  pursuant to Title I or IV of ERISA or
the penalty or excise tax  provisions  of the Code relating to
employee  benefit  plans (as  defined  in Section 3 of ERISA),
and  no  event,  transaction  or  condition  has  occurred  or
exists  that would  reasonably  be  expected  to result in the
incurrence  of any such  liability by the Company or any ERISA
Affiliate,  or in the  imposition  of any  Lien  on any of the
rights,  properties  or  assets  of the  Company  or any ERISA
Affiliate,  in either case  pursuant to Title I or IV of ERISA
or to such  penalty  or excise  tax  provisions  or to Section
401(a)(29)  or 412 of the Code,  other  than such  liabilities
or Liens  as would  not be  individually  or in the  aggregate
Material.

    (b)  The   present   value   of  the   aggregate   benefit
liabilities    under   each   of   the   Plans   (other   than
Multiemployer  Plans),  determined  as  of  the  end  of  such
Plan's  most  recently  ended  plan  year on the  basis of the
actuarial  assumptions  specified for funding purposes in such
Plan's  most  recent  actuarial   valuation  report,  did  not
exceed  the  aggregate  current  value of the  assets  of such
Plan  allocable  to such  benefit  liabilities  by  more  than
$10,000,000   in  the  aggregate  for  all  Plans.   The  term
"benefit  liabilities"  has the meaning  specified  in section
4001 of ERISA  and the  terms  "current  value"  and  "present
value" have the meaning specified in section 3 of ERISA.

    (c)  The  Company  and  its  ERISA   Affiliates  have  not
incurred  withdrawal  liabilities  (and  are  not  subject  to
contingent  withdrawal  liabilities)  under  section  4201  or
4204  of  ERISA  in  respect  of   Multiemployer   Plans  that
individually or in the aggregate are Material.

    (d)  The  expected   post-retirement   benefit  obligation
(determined   as  of  the  last  day  of  the  Company's  most
recently  ended  fiscal  year  in  accordance  with  Financial
Accounting  Standards Board Statement No. 106,  without regard
to   liabilities   attributable   to   continuation   coverage
mandated  by  Section  4980B of the Code) of the  Company  and
its Subsidiaries is not Material.

    (e)  The  execution  and  delivery of this  Agreement  and
the  issuance  and  sale  of  the  Notes  hereunder  will  not
involve any  transaction  that is subject to the  prohibitions
of  section  406 of ERISA or in  connection  with  which a tax
could be  imposed  pursuant  to  Section 4975(c)(1)(A)-(D)  of
the  Code.  The  representation  by the  Company  in the first
sentence  of this  Section  5.12(e) is made in  reliance  upon
and  subject  to  the  accuracy  of  your   representation  in
Section  6.2 as to the  sources of the funds to be used to pay
the purchase price of the Notes to be purchased by you.



D6






Section 5.13.  Private  Offering by the  Company.  Neither the
Company  nor  anyone  acting on its  behalf  has  offered  the
Notes or any  similar  securities  for sale to,  or  solicited
any  offer  to  buy  any  of  the  same  from,   or  otherwise
approached or negotiated in respect  thereof with,  any Person
other  than  you,  the Other  Purchasers  and not more than 25
other  Institutional   Investors,   each  of  which  has  been
offered the Notes at a private  sale for  investment.  Neither
the  Company  nor anyone  acting on its  behalf has taken,  or
will take,  any action  that would  subject  the  issuance  or
sale  of  the  Notes  to  the  registration   requirements  of
Section 5 of the Securities Act.

Section 5.14.  Use  of  Proceeds;   Margin  Regulations.   The
Company  will apply the  proceeds  of the sale of the Notes to
repay  indebtedness  to banks and for other general  corporate
purposes.  No  part  of the  proceeds  from  the  sale  of the
Notes  hereunder  will be used,  directly or  indirectly,  for
the  purpose of buying or  carrying  any margin  stock  within
the meaning of  Regulation  U of the Board of Governors of the
Federal  Reserve  System (12 CFR 221),  or for the  purpose of
buying or  carrying  or trading in any  securities  under such
circumstances  as to involve  the  Company in a  violation  of
Regulation  X of said  Board  (12 CFR 224) or to  involve  any
broker  or  dealer  in a  violation  of  Regulation  T of said
Board (12 CFR 220).  Margin  stock  does not  constitute  more
than  5% of  the  value  of  the  consolidated  assets  of the
Company and its  Subsidiaries  and the  Company  does not have
any present  intention that margin stock will  constitute more
than  5% of  the  value  of  such  assets.  As  used  in  this
Section,  the terms  "margin  stock" and "purpose of buying or
carrying"  shall have the  meanings  assigned  to them in said
Regulation U.

Section 5.15.  Existing  Debt;  Future  Liens.  (a)  Except as
described  therein,  Schedule 5.15  sets forth a complete  and
correct  list of all  outstanding  Debt of the Company and its
Subsidiaries  as of December 14, 2001,  since which date there
has been no Material  change in the amounts,  interest  rates,
sinking  funds,  installment  payments  or  maturities  of the
Debt  of  the  Company  or  its   Subsidiaries.   Neither  the
Company  nor any  Subsidiary  is in  default  and no waiver of
default  is  currently  in  effect,  in  the  payment  of  any
principal  or  interest  on any  Debt of the  Company  or such
Subsidiary  and no event or  condition  exists with respect to
any Debt of the  Company  or any  Subsidiary  the  outstanding
principal  amount  of which  exceeds  $10,000,000  that  would
permit  (or that with  notice  or the lapse of time,  or both,
would  permit)  one or more  Persons  to  cause  such  Debt to
become due and  payable  before its stated  maturity or before
its regularly scheduled dates of payment.

    (b)  Except as  disclosed  in Schedule  5.15,  neither the
Company nor any  Subsidiary  has agreed or  consented to cause
or permit in the future (upon the  happening of a  contingency
or  otherwise)  any of its  property,  whether  now  owned  or
hereafter  acquired,  to be  subject  to a Lien not  otherwise
permitted by Section 10.6.



D6






Section 5.16.  Foreign   Assets  Control   Regulations,   Etc.
Neither  the sale of the Notes by the  Company  hereunder  nor
its use of the  proceeds  thereof  will  violate  the  Trading
with the Enemy Act, as amended,  or any of the foreign  assets
control  regulations of the United States Treasury  Department
(31 CFR,  Subtitle B,  Chapter V, as amended) or any  enabling
legislation or executive order relating thereto.

Section 5.17.  Status  under  Certain  Statutes.  Neither  the
Company  nor any  Subsidiary  is subject to  regulation  under
the  Investment  Company Act of 1940,  as amended,  the Public
Utility  Holding  Company  Act of 1935,  as  amended,  the ICC
Termination  Act of 1995,  as amended,  or the  Federal  Power
Act, as amended.

Section 5.18.  Pari Passu.  All  obligations  and  liabilities
of the Company under this  Agreement and the Other  Agreements
rank at least  pari  passu  with all other  unsecured  present
Debt of the  Company,  except to the  extent of any  mandatory
preferences   which  may  arise   only  as  a  result  of  any
applicable  bankruptcy,   insolvency,   liquidation  or  other
similar laws of general application.

      All  obligations  and  liabilities  of  each  Subsidiary
Guarantor  under  the  Guarantee  Agreement  to  which it is a
party  will,  upon  issuance  of the Notes  rank at least pari
passu   without   preference   or  priority   with  all  other
outstanding  unsecured  and  unsubordinated  present  Debt  of
such  Subsidiary  Guarantor,  except  to  the  extent  of  any
mandatory  preferences  which  may  arise  only as a result of
any applicable  bankruptcy,  insolvency,  liquidation or other
similar laws of general application.

Section 5.19.  Anti-Terrorism  Order.  Neither the Company nor
any of its  Subsidiaries  is,  nor will  become,  a Person  or
entity described in Section 1 of the  Anti-Terrorism  Order or
described  in  the   Department  of  the  Treasury  Rule,  and
neither  the Company  nor any of its  Subsidiaries  engages in
and will not engage in any  dealings  or  transactions,  or be
otherwise associated, with any such Persons or entities.

Section 5.20.  Environmental  Matters.   Neither  the  Company
nor  any   Subsidiary  has  knowledge  of  any  claim  or  has
received any notice of any claim,  and no proceeding  has been
instituted  raising  any claim  against  the Company or any of
its  Subsidiaries  or any of their  respective real properties
now or  formerly  owned,  leased or operated by any of them or
other  assets,  alleging  any  damage  to the  environment  or
violation of any  Environmental  Laws,  except,  in each case,
such as would  not  reasonably  be  expected  to  result  in a
Material  Adverse  Effect.  Except as  otherwise  disclosed to
you in writing,



D6






          (a)   neither  the Company  nor any  Subsidiary  has
      knowledge  of any  facts  which  would  give rise to any
      claim,  public or private, of violation of Environmental
      Laws  or  damage  to  the  environment  emanating  from,
      occurring  on or in any way  related to real  properties
      now or  formerly  owned,  leased or  operated  by any of
      them or to other  assets or their use,  except,  in each
      case,  such as  would  not  reasonably  be  expected  to
      result in a Material Adverse Effect;

          (b)   neither  the Company  nor any  Subsidiary  has
      stored any Hazardous  Materials on real  properties  now
      or  formerly  owned,  leased or  operated by any of them
      and has not disposed of any Hazardous  Materials in each
      case in a manner contrary to any Environmental  Laws and
      in each  case  in a  manner  that  would  reasonably  be
      expected to have a Material Adverse Effect; and

          (c)   all  buildings on all real  property now owned
      or leased  and  operated  by the  Company  or any of its
      Subsidiaries   are   in   compliance   with   applicable
      Environmental  Laws,  except  where  failure  to  comply
      would  not   reasonably  be  expected  to  result  in  a
      Material Adverse Effect.

Section 6.   Representations of the Purchaser.

 Section 6.1.  Purchase for  Investment.  You  represent  that
you are  purchasing  the Notes for your own account or for one
or  more  separate  accounts  maintained  by you  or  for  the
account of one or more  pension or trust  funds and not with a
view  to  the   distribution   thereof,   provided   that  the
disposition  of your or their  property  shall at all times be
within   your  or  their   control.   Without   limiting   the
foregoing,   you  agree  that  you  will  not,   directly   or
indirectly,  resell  the  Notes  purchased  by you to a Person
which  you are  aware is a  Competitor.  You  understand  that
the Notes have not been  registered  under the  Securities Act
and  may  be  resold  only  if  registered   pursuant  to  the
provisions  of  the  Securities  Act or if an  exemption  from
registration is available,  except under  circumstances  where
neither  such  registration  nor such an exemption is required
by law,  and that the Company is not  required to register the
Notes.

 Section 6.2.  Source of Funds.  You  represent  that at least
one   of   the    following    statements   is   an   accurate
representation  as to each source of funds (a  "Source") to be
used by you to pay  the  purchase  price  of the  Notes  to be
purchased by you hereunder:

          (a)   the  Source  is an  insurance  company  pooled
      separate   account   that  is   maintained   solely   in
      connection  with  your  fixed  contractual   obligations
      under  which the amounts  payable,  or  credited,  to an
      employee   benefit  plan  and  to  any   participant  or
      beneficiary of an employee  benefit plan  (including any
      annuitant)  are  not  affected  in  any  manner  by  the
      investment performance of the separate account; or



D6






          (b)   the Source is either (i) an insurance  company
      pooled   separate   account,   within  the   meaning  of
      Prohibited  Transaction  Exemption  ("PTE") 90-1 (issued
      January 29,  1990), or (ii) a bank collective investment
      fund,  within the meaning of the PTE 91-38  (issued July
      12,  1991),  and,  except as you have  disclosed  to the
      Company in writing  pursuant to this  paragraph  (b), no
      employee  benefit  plan or  group  of  employee  benefit
      plans  maintained  by  the  same  employer  or  employee
      organization  beneficially  owns  more  than  10% of all
      assets  allocated  to such  pooled  separate  account or
      collective investment fund; or

          (c)   the   Source    constitutes   assets   of   an
      "investment  fund"  (within the meaning of Part V of the
      QPAM  Exemption)  managed by a  "qualified  professional
      asset  manager" or "QPAM"  (within the meaning of Part V
      of the  QPAM  Exemption),  no  employee  benefit  plan's
      assets that are included in such  investment  fund, when
      combined with the assets of all other  employee  benefit
      plans  established or maintained by the same employer or
      by an affiliate  (within the meaning of Section  V(c)(1)
      of the QPAM  Exemption)  of such employer or by the same
      employee  organization and managed by such QPAM,  exceed
      20% of the total client  assets  managed by such QPAM on
      a discretionary  basis,  the conditions of Part I(c) and
      (g) of the QPAM  Exemption  are  satisfied,  neither the
      QPAM nor a Person  controlling or controlled by the QPAM
      (applying  the  definition  of "control" in Section V(e)
      of the QPAM  Exemption)  owns a 5% or more  interest  in
      the Company  and (i) the  identity of such QPAM and (ii)
      the names of all  employee  benefit  plans whose  assets
      are   included  in  such   investment   fund  have  been
      disclosed  to the  Company in writing  pursuant  to this
      paragraph (c); or

          (d)   the  Source  is one or more  employee  benefit
      plans, or a separate  account or trust fund comprised of
      one or more employee  benefit  plans,  each of which has
      been  identified  to the Company in writing  pursuant to
      this paragraph (d); or

          (e)   the Source is an  "insurance  company  general
      account,"  as such term is defined in PTE 95-60  (issued
      July  12,  1995)  and as of the  date of this  Agreement
      there is no employee  benefit plan with respect to which
      the aggregate amount of such general account's  reserves
      and  liabilities  for the contracts held by or on behalf
      of such  employee  benefit  plan and all other  employee
      benefit  plans  maintained  by the  same  employer  (and
      affiliates  thereof as defined in Section V(a)(1) of PTE
      95-60)  or by the same  employee  organization  (in each
      case  determined  in accordance  with the  provisions of
      PTE  95-60)  exceeds  10%  of  the  total  reserves  and
      liabilities  of  such  general  account  (as  determined
      under  PTE  9560)   (exclusive   of   separate   account
      liabilities)  plus  surplus as set forth in the National
      Association of Insurance  Commissioners Annual Statement
      filed with your state of domicile; or



D6






          (f)   the  Source  is the  assets  of  one  or  more
      employee   benefit   plans   which  are  managed  by  an
      "in-house  asset  manager,"  as that term is  defined in
      PTE 96-23  (issued April 10,  1996),  the  conditions of
      Section I(a),  (b),  (c), (g) and (h) of such  exemption
      have been met with  respect to the purchase of the Notes
      and  the  names  of all  employee  benefit  plans  whose
      assets  are  included  in  the  transaction   have  been
      disclosed  to the  Company in writing  pursuant  to this
      clause (f); or

          (g)   the  Source  does  not  include  assets  of an
      employee  benefit  plan,  other than a plan  exempt from
      the coverage of ERISA and Section 4975 of the Code.

      If  you  or  any  subsequent  transferee  of  the  Notes
notifies  the Company in writing  that you or such  transferee
are  relying on any  representation  contained  in  paragraphs
(b),  (c), (d) or (f) above,  the Company shall deliver on the
date of Closing  and on the date of any  applicable  transfer,
a  certificate,  which  shall  either  state  that  (i)  it is
neither  a  "party  in  interest"  (as  defined  in  Title  I,
section  3(14)  of  ERISA)  nor a  "disqualified  person"  (as
defined in Section  4975(e)(2)  of the Code),  with respect to
any plan  identified  pursuant to  paragraphs  (b), (d) or (f)
above,  or (ii) with respect to any plan  identified  pursuant
to paragraph  (c) above,  neither it nor any  "affiliate"  (as
defined in  Section  V(c) of the QPAM  Exemption)  has at such
time,   and  during  the   immediately   preceding  one  year,
exercised the  authority to appoint or terminate  said QPAM as
manager  of  any  plan  identified  in  writing   pursuant  to
paragraph  (c) above or to negotiate  the terms of said QPAM's
management  agreement on behalf of any such  identified  plan.
As used in this  Section  6.2,  the  terms  "employee  benefit
plan"  and  "separate   account"  shall  have  the  respective
meanings  assigned  to  such  terms  in  section  3 of  ERISA,
except  that the  term  "employee  benefit  plan"  shall  also
include  any "plan" as defined  in Section  4975(e)(1)  of the
Code.

Section 7.   Information as to Company.

 Section 7.1.  Financial   and   Business   Information.   The
Company  shall  deliver  to each  holder  of Notes  that is an
Institutional Investor:

          (a)   Quarterly  Statements  - within 60 days  after
      the end of each  quarterly  fiscal period in each fiscal
      year of the  Company  (other  than  the  last  quarterly
      fiscal  period  of each  such  fiscal  year),  duplicate
      copies of,

               (i)   a  consolidated   balance  sheet  of  the
           Company and its  Subsidiaries as at the end of such
           quarter, and



D6






              (ii)   consolidated    statements   of   income,
           changes in  shareholders'  equity and cash flows of
           the Company and its Subsidiaries,  for such quarter
           and (in the case of the second and third  quarters)
           for the  portion of the  fiscal  year  ending  with
           such quarter,

      setting  forth  in each  case in  comparative  form  the
      figures for the  corresponding  periods in the  previous
      fiscal  year,  all in  reasonable  detail,  prepared  in
      accordance with GAAP  applicable to quarterly  financial
      statements   generally,   and   certified  by  a  Senior
      Financial Officer as fairly presenting,  in all material
      respects,  the financial position of the companies being
      reported  on and their  results of  operations  and cash
      flows,   subject  to  changes  resulting  from  year-end
      adjustments,  provided  that  delivery  within  the time
      period  specified  above  of  copies  of  the  Company's
      Quarterly  Report on Form 10-Q  prepared  in  compliance
      with  the  requirements  therefor  and  filed  with  the
      Securities  and Exchange  Commission  shall be deemed to
      satisfy the requirements of this Section 7.1(a);

          (b)   Annual  Statements  - within 90 days after the
      end  of  each  fiscal  year  of the  Company,  duplicate
      copies of,

               (i)   a  consolidated   balance  sheet  of  the
           Company  and  its  Subsidiaries,  as at the  end of
           such year, and

              (ii)   consolidated    statements   of   income,
           changes in  shareholders'  equity and cash flows of
           the Company and its Subsidiaries, for such year,

      setting  forth  in each  case in  comparative  form  the
      figures for the previous  fiscal year, all in reasonable
      detail,   prepared   in   accordance   with  GAAP,   and
      accompanied  by (A) an opinion  thereon  of  independent
      certified  public  accountants  of  recognized  national
      standing,  which opinion shall state that such financial
      statements  present  fairly,  in all material  respects,
      the financial  position of the companies  being reported
      upon and their results of operations  and cash flows and
      have been  prepared in  conformity  with GAAP,  and that
      the  examination of such  accountants in connection with
      such  financial  statements  has been made in accordance
      with generally  accepted  auditing  standards,  and that
      such audit provides a reasonable  basis for such opinion
      in the  circumstances,  and  (B) a  certificate  of such
      accountants  stating that, in making the audit necessary
      for their  report  on such  financial  statements,  they
      have  obtained no  knowledge  of any Event of Default or
      Default,  or if  they  have  obtained  knowledge  of any
      Default  or  Event of  Default,  specifying  the  nature
      thereof (such accountants,  however, shall not be liable
      to  anyone  by  reason  of  their   failure   to  obtain
      knowledge  of any  Default  or  Event of  Default  which
      would  not  be  disclosed  in  the  course  of an  audit
      conducted  in   accordance   with   generally   accepted
      auditing  standards),  provided that the delivery within
      the time period specified



D6




      above of the  Company's  Annual  Report on Form 10-K for
      such fiscal year  (together  with the  Company's  annual
      report to  shareholders,  if any,  prepared  pursuant to
      Rule  14a-3  under  the   Exchange   Act)   prepared  in
      accordance  with the  requirements  therefor  and  filed
      with the  Securities and Exchange  Commission,  together
      with the  accountant's  certificate  described in clause
      (B) above,  shall be deemed to satisfy the  requirements
      of this Section (b);

          (c)   SEC and Other  Reports -  promptly  upon their
      becoming  available,  one  copy  of (i)  each  financial
      statement,  report,  notice or proxy  statement  sent by
      the  Company  or any  Subsidiary  to  public  securities
      holders  generally,  and (ii) each  regular or  periodic
      report,  each  registration  statement  that  shall have
      become effective  (without  exhibits except as expressly
      requested  by such  holder),  and each final  prospectus
      and  all  material   amendments  thereto  filed  by  the
      Company  or  any  Subsidiary  with  the  Securities  and
      Exchange  Commission and of all press releases and other
      statements  made  available  generally by the Company or
      any  Subsidiary  to the public  concerning  developments
      that are Material;

          (d)   Notice  of  Default  or  Event  of  Default  -
      promptly,  and in any event  within  five  days  after a
      Responsible  Officer  becoming aware of the existence of
      any  Default  or Event of Default or that any Person has
      given any notice or taken any action  with  respect to a
      claimed  default  hereunder or that any Person has given
      any  notice  or  taken  any  action  with  respect  to a
      claimed  default  of the  type  referred  to in  Section
      11(f),  a  written  notice  specifying  the  nature  and
      period of existence  thereof and what action the Company
      is taking or proposes to take with respect thereto;

          (e)   ERISA  Matters  -  promptly,  and in any event
      within five days after a  Responsible  Officer  becoming
      aware of any of the following,  a written notice setting
      forth the nature  thereof and the action,  if any,  that
      the Company or an ERISA Affiliate  proposes to take with
      respect thereto:

               (i)   with respect to any Plan,  any reportable
           event, as defined in  section 4043(b)  of ERISA and
           the  regulations   thereunder,   for  which  notice
           thereof  has  not  been  waived  pursuant  to  such
           regulations as in effect on the date hereof; or

              (ii)   the  taking  by  the  PBGC  of  steps  to
           institute,  or the  threatening  by the PBGC of the
           institution of,  proceedings  under section 4042 of
           ERISA for the  termination  of, or the  appointment
           of a  trustee  to  administer,  any  Plan,  or  the
           receipt by the Company or any ERISA  Affiliate of a
           notice from a  Multiemployer  Plan that such action
           has been  taken by the PBGC  with  respect  to such
           Multiemployer Plan; or



D6






             (iii)   any event,  transaction or condition that
           could result in the  incurrence of any liability by
           the  Company  or any ERISA  Affiliate  pursuant  to
           Title I or IV of ERISA  or the  penalty  or  excise
           tax  provisions  of the Code  relating  to employee
           benefit plans,  or in the imposition of any Lien on
           any of the  rights,  properties  or  assets  of the
           Company or any ERISA Affiliate  pursuant to Title I
           or IV of  ERISA  or  such  penalty  or  excise  tax
           provisions,   if  such  liability  or  Lien,  taken
           together with any other such  liabilities  or Liens
           then  existing,  would  reasonably  be  expected to
           have a Material Adverse Effect;

          (f)   Notices  from   Governmental   Authorities   -
      promptly,  and in any event  within  30 days of  receipt
      thereof,  copies  of any  notice to the  Company  or any
      Subsidiary  from  any  Federal  or  state   Governmental
      Authority  relating  to any  written  or  formal  order,
      ruling,  statute or other law or  regulation  the result
      of  which  would   reasonably  be  expected  to  have  a
      Material Adverse Effect; and

          (g)   Requested   Information   -  with   reasonable
      promptness,  such other data and information relating to
      the business, operations,  affairs, financial condition,
      assets or  properties  of the Company or any  Subsidiary
      or  relating  to the  ability of the  Company to perform
      its  obligations  hereunder  and under the Notes as from
      time to time  may be  reasonably  requested  by any such
      holder  of  Notes  or  relating  to the  ability  of any
      Guarantor to perform it obligations  under its Guarantee
      Agreement.

 Section 7.2.  Officer's  Certificate.  Each set of  financial
statements   delivered  to  a  holder  of  Notes  pursuant  to
Section  7.1(a) or Section  7.1(b) hereof shall be accompanied
by a certificate of a Senior Financial Officer setting forth:

          (a)   Covenant    Compliance   -   the   information
      (including detailed  calculations)  required in order to
      establish  whether the Company  was in  compliance  with
      the  requirements  of Section 10.3 through  Section 10.5
      hereof,  inclusive,  Section  10.6(j),  Section 10.7 and
      Section  10.11  during the  quarterly  or annual  period
      covered  by  the   statements   then   being   furnished
      (including  with  respect  to each such  Section,  where
      applicable,  the  calculations of the maximum or minimum
      amount,  ratio  or  percentage,  as  the  case  may  be,
      permissible  under the terms of such  Sections,  and the
      calculation of the amount,  ratio or percentage  then in
      existence); and

          (b)   Event  of  Default  - a  statement  that  such
      officer has reviewed  the relevant  terms hereof and has
      made,   or  caused   to  be  made,   under  his  or  her
      supervision,   a   review   of  the   transactions   and
      conditions of the Company and its Subsidiaries  from the
      beginning of the quarterly or annual  period  covered by
      the statements then being



D6




      furnished to the date of the  certificate  and that such
      review shall not have  disclosed  the  existence  during
      such period of any  condition or event that  constitutes
      a  Default  or an  Event  of  Default  or,  if any  such
      condition  or  event   existed  or  exists   (including,
      without   limitation,   any  such  event  or   condition
      resulting  from  the  failure  of  the  Company  or  any
      Subsidiary  to  comply  with  any  Environmental   Law),
      specifying  the nature and period of  existence  thereof
      and  what  action  the  Company   shall  have  taken  or
      proposes to take with respect thereto.

 Section 7.3.  Inspection.   The  Company   shall  permit  the
representatives   of  each   holder   of  Notes   that  is  an
Institutional Investor:

          (a)   No  Default  -  if  no  Default  or  Event  of
      Default then  exists,  at the expense of such holder and
      upon  reasonable  prior notice to the Company,  to visit
      the  principal  executive  office  of  the  Company,  to
      discuss  the  affairs,  finances  and  accounts  of  the
      Company  and  its   Subsidiaries   with  the   Company's
      officers,  and (with the consent of the  Company,  which
      consent   will  not  be   unreasonably   withheld)   its
      independent  public  accountants,  and (with the consent
      of the Company,  which consent will not be  unreasonably
      withheld) to visit the other  offices and  properties of
      the Company and each Subsidiary,  all at such reasonable
      times  and as often as may be  reasonably  requested  in
      writing; and

          (b)   Default  - if a  Default  or Event of  Default
      then  exists,  at the expense of the  Company,  to visit
      and  inspect  any of the  offices or  properties  of the
      Company  or  any   Subsidiary,   to  examine  all  their
      respective books of account,  records, reports and other
      papers,  to make copies and extracts  therefrom,  and to
      discuss their respective affairs,  finances and accounts
      with their  respective  officers and independent  public
      accountants   (and  by  this   provision   the   Company
      authorizes  said  accountants  to discuss  the  affairs,
      finances   and   accounts   of  the   Company   and  its
      Subsidiaries),  all at such times and as often as may be
      requested.

Section 8.   Prepayment of the Notes,

 Section 8.1.  Required  Prepayments.  On each of December 28,
2003 and  December  28,  2004,  the  Company  will  prepay JPY
2,079,166,666  principal  amount  (or  such  lesser  principal
amount as shall then be  outstanding)  of the Notes at par and
without  payment  of the  Make-Whole  Amount  or any  premium,
provided  that  upon  any  partial  prepayment  of  the  Notes
pursuant to Section  8.2 or  purchase  of the Notes  permitted
by  Section  8.5  the   principal   amount  of  each  required
prepayment  of the Notes  becoming  due under this Section 8.1
on and after the date of such  prepayment  or  purchase  shall
be  reduced in the same  proportion  as the  aggregate  unpaid
principal  amount of the Notes is  reduced as a result of such
prepayment or purchase.



D6






 Section 8.2.  Optional  Prepayments  with Make-Whole  Amount.
The  Company  may,  at its  option,  upon  notice as  provided
below,  prepay at any time all,  or from time to time any part
of,  the  Notes,  in  an  amount  not  less  than  5%  of  the
aggregate  principal  amount of the Notes then  outstanding in
the case of a  partial  prepayment,  at 100% of the  principal
amount so prepaid  together with interest  accrued  thereon to
the date of such prepayment,  plus the Make-Whole  Amount,  if
any,  determined for the prepayment  date with respect to such
principal  amount.  The  Company  will  give  each  holder  of
Notes written  notice of each optional  prepayment  under this
Section  8.2 not less  than 30 days and not more  than 60 days
prior  to the  date  fixed  for  such  prepayment.  Each  such
notice  shall  specify  such  date,  the  aggregate  principal
amount  of  the  Notes  to  be  prepaid  on  such  date,   the
principal  amount  of each  Note  held by  such  holder  to be
prepaid  (determined in accordance  with Section 8.3), and the
interest  to be paid on the  prepayment  date with  respect to
such   principal   amount   being   prepaid,   and   shall  be
accompanied  by a certificate  of a Senior  Financial  Officer
as  to  the  estimated  Make-Whole  Amount,  if  any,  due  in
connection  with such  prepayment  (calculated  as if the date
of such  notice  were  the  date of the  prepayment),  setting
forth the  details  of such  computation.  Two  Business  Days
prior to such  prepayment,  the Company  shall deliver to each
holder of Notes a certificate  of a Senior  Financial  Officer
specifying  the  calculation  of such  Make-Whole  Amount,  if
any, as of the specified prepayment date.

      Section 8.3.   Allocation  of  Partial  Prepayments.  In
the  case  of  each  partial  prepayment  of  the  Notes,  the
principal   amount  of  the  Notes  to  be  prepaid  shall  be
allocated  among all of the Notes at the time  outstanding  in
proportion,  as  nearly  as  practicable,  to  the  respective
unpaid  principal  amounts thereof not theretofore  called for
prepayment.

 Section 8.4.  Maturity;  Surrender,  Etc. In the case of each
prepayment   of  Notes   pursuant  to  this   Section  8,  the
principal  amount of each Note to be prepaid  shall mature and
become   due  and   payable   on  the  date   fixed  for  such
prepayment,  together with interest on such  principal  amount
accrued  to such date and the  applicable  Make-Whole  Amount,
if any.  From and after such date,  unless the  Company  shall
fail to pay such  principal  amount  when so due and  payable,
together with the interest and Make-Whole  Amount,  if any, as
aforesaid,  interest on such  principal  amount shall cease to
accrue.   Any  Note  paid  or   prepaid   in  full   shall  be
surrendered  to the  Company  and  cancelled  and shall not be
reissued,  and no Note shall be issued in lieu of any  prepaid
principal amount of any Note.



D6






 Section 8.5.  Purchase  of Notes.  The  Company  will not and
will  not  permit  any   Affiliate,   which  is   directly  or
indirectly  controlled  by the Company,  to purchase,  redeem,
prepay or otherwise  acquire,  directly or indirectly,  any of
the  outstanding  Notes except upon the payment or  prepayment
of the Notes in  accordance  with the terms of this  Agreement
and the Notes.  The  Company  will  promptly  cancel all Notes
acquired  by it or any  Affiliate  pursuant  to  any  payment,
prepayment  or purchase of Notes  pursuant to any provision of
this Agreement and no Notes may be issued in  substitution  or
exchange for any such Notes.

 Section 8.6.  Make-Whole   Amount.   The   term   "Make-Whole
Amount"  means,  with respect to any Note,  an amount equal to
the excess,  if any, of the Discounted  Value of the Remaining
Scheduled  Payments  with  respect to the Called  Principal of
such Note over the amount of such Called  Principal,  provided
that  the  Make-Whole  Amount  may in no  event  be less  than
zero.   For  the  purposes  of   determining   the  Make-Whole
Amount, the following terms have the following meanings:

           "Called  Principal"  means,  with  respect  to  any
      Note,  the  principal of such Note that is to be prepaid
      pursuant  to Section 8.2 or has become or is declared to
      be  immediately  due and  payable  pursuant  to  Section
      12.1, as the context requires.

           "Discounted  Value"  means,  with  respect  to  the
      Called  Principal  of any Note,  the amount  obtained by
      discounting  all  Remaining   Scheduled   Payments  with
      respect to such Called  Principal from their  respective
      scheduled due dates to the Settlement  Date with respect
      to such Called  Principal,  in accordance  with accepted
      financial  practice and at a discount factor (applied on
      the same  periodic  basis as that on which  interest  on
      the Notes is payable)  equal to the  Reinvestment  Yield
      with respect to such Called Principal.

           "Reinvestment  Yield"  means,  with  respect to the
      Called  Principal  of any Note,  the  yield to  maturity
      implied  by the  lesser of the  yields  reported,  as of
      10:00 a.m.  (New York time) on the second  Business  Day
      preceding  the  Settlement  Date  with  respect  to such
      Called  Principal,  on  the  display  designated  as (a)
      Bloomberg  Financial  Markets  News  screen  BTMM JN (or
      such other Bloomberg  Financial  Markets News display as
      may  replace  such BTMM JN screen) for  actively  traded
      Japanese  Government  Bonds  having a maturity  which is
      the same as the  Remaining  Average  Life of such Called
      Principal as of such  Settlement  Date, or (b) Bloomberg
      Financial  Markets  News  screen  IRSB 16 (or such other
      Bloomberg   Financial  Markets  News  screen  which  may
      replace  such IRSB 16 screen)  for  actively  traded Yen
      interest  rate swaps which is the same as the  Remaining
      Average  Life  of  such  Called  Principal  as  of  such
      Settlement Date,  provided that if either of such yields
      are not  reported  as of  such  time  or  either  of the
      yields  reported as of such time are not  ascertainable,
      such  yield  to   maturity   in   respect  of   Japanese
      Government



D6




      Bonds or Yen  interest  rate swaps,  as the case may be,
      shall  be  implied  by  the  average  of  the  rates  as
      determined by two  Recognized  Yen Bond Market Makers or
      two Recognized  Yen Swap Market Makers,  as the case may
      be.  Such  implied   yields  will  be   determined,   if
      necessary,    by   (i)    converting    quotations    to
      bond-equivalent   yields  in  accordance  with  accepted
      financial  practice  and  (ii)  interpolating   linearly
      between  (x) the  actively  traded  Japanese  Government
      Bonds or Yen  interest  rate swaps,  as the case may be,
      with  a  maturity   closest  to  and  greater  than  the
      Remaining  Average  Life of such Called  Principal as of
      such Settlement Date.

           "Recognized   Yen  Bond  Market  Maker"  means  any
      financial  institution  that  makes  regular  markets in
      Japanese   Government  Bonds  and  Japanese   Government
      Bond-based  securities and financial products,  as shall
      be agreed  between the Required  Holders and the Company
      or,  following  the  occurrence  and  continuance  of an
      Event  of  Default,   as  reasonably   required  by  the
      Required Holders.

           "Recognized   Yen  Swap  Market  Maker"  means  any
      financial  institution that makes regular markets in Yen
      interest  rate  swaps  as shall be  agreed  between  the
      Required  Holders  and the  Company  or,  following  the
      occurrence and  continuance  of an Event of Default,  as
      reasonably required by the Required Holders.

           "Remaining  Average  Life"  means,  with respect to
      any Called  Principal,  the number of years  (calculated
      to the nearest  one-twelfth  year)  obtained by dividing
      (i)  such  Called  Principal  into  (ii)  the sum of the
      products  obtained  by  multiplying  (a)  the  principal
      component  of  each  Remaining  Scheduled  Payment  with
      respect to such  Called  Principal  by (b) the number of
      years (calculated to the nearest  one-twelfth year) that
      will elapse between the Settlement  Date with respect to
      such  Called  Principal  and the  scheduled  due date of
      such Remaining Scheduled Payment.

           "Remaining  Scheduled Payments" means, with respect
      to the Called  Principal  of any Note,  all  payments of
      such Called  Principal  and interest  thereon that would
      be due after the  Settlement  Date with  respect to such
      Called  Principal if no payment of such Called Principal
      were made  prior to its  scheduled  due  date,  provided
      that if  such  Settlement  Date  is not a date on  which
      interest  payments are due to be made under the terms of
      the  Notes,  then  the  amount  of the  next  succeeding
      scheduled  interest  payment  will  be  reduced  by  the
      amount of interest  accrued to such  Settlement Date and
      required to be paid on such  Settlement Date pursuant to
      Section 8.2 or 12.1.

           "Settlement   Date"  means,  with  respect  to  the
      Called  Principal  of any Note,  the date on which  such
      Called  Principal  is to be prepaid  pursuant to Section
      8.2 or has become or is declared to be  immediately  due
      and  payable  pursuant to Section  12.1,  as the context
      requires.



D6






Section 9.   Affirmative Covenants.

      The Company  covenants  that so long as any of the Notes
are outstanding:

 Section 9.1.  Compliance  with Law.  The  Company  will,  and
will  cause  each of its  Subsidiaries  to,  comply  with  all
laws,  ordinances  or  governmental  rules or  regulations  to
which   each   of   them  is   subject,   including,   without
limitation,  Environmental  Laws, and will obtain and maintain
in effect  all  licenses,  certificates,  permits,  franchises
and  other  governmental   authorizations   necessary  to  the
ownership  of their  respective  properties  or to the conduct
of their  respective  businesses,  in each case to the  extent
necessary  to  ensure  that  non-compliance  with  such  laws,
ordinances or  governmental  rules or  regulations or failures
to obtain or maintain in effect such  licenses,  certificates,
permits,  franchises  and  other  governmental  authorizations
would  not  reasonably  be  expected,  individually  or in the
aggregate, to have a Material Adverse Effect.

 Section 9.2.  Insurance.  The  Company  will,  and will cause
each  of  its  Subsidiaries  to,  maintain,  with  financially
sound  and  reputable  insurers,  insurance  with  respect  to
their  respective   properties  and  businesses  against  such
casualties  and  contingencies,  of such types,  on such terms
and in such amounts (including  deductibles,  co-insurance and
self-insurance,  if  adequate  reserves  are  maintained  with
respect  thereto) as is  customary  in the case of entities of
established  reputations  engaged  in the  same  or a  similar
business and similarly situated.

 Section 9.3.  Maintenance  of  Properties.  The Company will,
and will  cause  each of its  Subsidiaries  to,  maintain  and
keep, or cause to be  maintained  and kept,  their  respective
properties  in  good  repair,   working  order  and  condition
(other  than  ordinary  wear and tear),  so that the  business
carried on in connection  therewith may be properly  conducted
at all times,  provided  that this  Section  shall not prevent
the  Company  or  any  Subsidiary   from   discontinuing   the
operation  and the  maintenance  of any of its  properties  if
such  discontinuance  is  desirable  in  the  conduct  of  its
business   and   the   Company   has   concluded   that   such
discontinuance  would not,  individually  or in the aggregate,
reasonably be expected to have a Material Adverse Effect.

 Section 9.4.  Payment of Taxes.  The Company  will,  and will
cause  each of its  Subsidiaries  to,  file all  income tax or
similar tax returns  required to be filed in any  jurisdiction
and to  pay  and  discharge  all  taxes  shown  to be due  and
payable  on such  returns  and all other  taxes,  assessments,
governmental  charges,  or  levies  imposed  on them or any of
their  properties,   assets,  income  or  franchises,  to  the
extent  such  taxes  and  assessments   have  become  due  and
payable and before they have become delinquent and all



D6




claims for which  sums have  become  due and  payable  have or
might  become a Lien on  properties  or assets of the  Company
or any  Subsidiary,  provided that neither the Company nor any
Subsidiary  need pay any such tax or  assessment  or claims if
(a)  the  amount,   applicability   or  validity   thereof  is
contested  by the  Company  or  such  Subsidiary  on a  timely
basis in good faith and in  appropriate  proceedings,  and the
Company or a  Subsidiary  has  established  adequate  reserves
therefor in  accordance  with GAAP on the books of the Company
or such  Subsidiary  or (b) the  nonpayment  of all such taxes
and  assessments  in the  aggregate  would not  reasonably  be
expected to have a Material Adverse Effect.

 Section 9.5.  Corporate  Existence,  Etc. The Company will at
all  times  preserve  and keep in full  force and  effect  its
corporate  existence.   Subject  to  Sections  9.3,  10.2  and
10.7,  the  Company  will at all  times  preserve  and keep in
full force and effect the  corporate  existence of each of its
Subsidiaries   (unless   merged   into   the   Company   or  a
Subsidiary)  and all rights and  franchises of the Company and
its  Subsidiaries  unless,  in the good faith  judgment of the
Company,  the  termination  of or failure to preserve and keep
in full force and effect such  corporate  existence,  right or
franchise would not,  individually  or in the aggregate,  have
a Material Adverse Effect.

 Section 9.6.  Subsequent   Guarantors.   The  Company  agrees
that if at any time any  Subsidiary  which is not a Subsidiary
Guarantor  on the  date  hereof,  shall  guarantee  any of the
Bank  Agreements,  the  Prudential  Obligations  or any  other
Debt of the Company,  the Company  will cause such  Subsidiary
to,  simultaneously  with the entry into the guarantee of such
Bank  Agreements,  the  Prudential  Obligations  or any  other
Debt,  execute  and  deliver for the benefit of the holders of
the Notes a Guarantee Agreement.

 Section 9.7.  Covenant  to  Secure  Notes  Equally.   In  the
event  that the  Company  or any  Subsidiary  shall  create or
assume any Lien upon any of its  property  or assets,  whether
now owned or hereafter  acquired,  other than Liens  permitted
by the  provisions  of  Section  10.6  (unless  prior  written
consent  to the  creation  or  assumption  thereof  shall have
been  obtained  pursuant to Section 17), it will make or cause
to be made  effective  provision  whereby  the  Notes  will be
secured  by such Lien  equally  and  ratably  with any and all
other  Debt  thereby  secured  so long as any such  other Debt
shall be so secured.

 Section 9.8.  Pari Passu Ranking.  The Company's  obligations
under the Notes and this  Agreement  will at all times rank at
least pari passu with all other  unsecured  present and future
Debt of the  Company,  except to the  extent of any  mandatory
preferences   which  may  arise   only  as  a  result  of  any
applicable  bankruptcy,   insolvency,   liquidation  or  other
similar laws of general application.



D6






 Section 9.9.  Rule 144A  Information.  The Company  covenants
that it will,  upon the  request  of the  holder  of any Note,
provide such holder,  and any  qualified  institutional  buyer
designated   by  such  holder,   such   financial   and  other
information  as such  holder may  reasonably  determine  to be
necessary in order to permit  compliance  with the information
requirements   of  Rule  144A  under  the  Securities  Act  in
connection  with the resale of Notes,  except at such times as
the  Company  is  subject  to  and  in  compliance   with  the
reporting   requirements   of  section  13  or  15(d)  of  the
Exchange  Act. For the purpose of this  Section 9.9,  the term
"qualified   institutional   buyer"  shall  have  the  meaning
specified in Rule 144A under the Securities Act.

Section 10.  Negative Covenants.

      The Company  covenants  that so long as any of the Notes
are outstanding:

Section 10.1.  Transactions   with  Affiliates.   The  Company
will not,  and will not permit any  Subsidiary  to, enter into
directly or indirectly  any Material  transaction  or Material
group of related  transactions  (including  without limitation
the  purchase,  lease,  sale or exchange of  properties of any
kind or the  rendering  of any  service)  with  any  Affiliate
(other  than  the  Company  or  another  Subsidiary),   except
pursuant to the  reasonable  requirements  of the Company's or
such  Subsidiary's  business  and  upon  fair  and  reasonable
terms no less  favorable  to the  Company  or such  Subsidiary
than  would  be  obtainable   in  a  comparable   arm's-length
transaction with a Person not an Affiliate.

Section 10.2.  Merger,  Consolidation,  Etc.  The Company will
not,  and  will  not  permit  any   Subsidiary  to,  merge  or
consolidate  with or into any other  Person,  except that,  so
long as no Event of Default exists or would result therefrom:

          (a)   any Subsidiary  may merge or consolidate  with
      or into  the  Company,  so long  as the  Company  is the
      continuing or surviving corporation,

          (b)   any Subsidiary  may merge or consolidate  with
      or into  another  Subsidiary,  so long as the  surviving
      Person is or  contemporaneously  becomes a  Wholly-Owned
      Subsidiary,   and  provided   that  if  such  merger  or
      consolidation  involves a Subsidiary  Guarantor and such
      Subsidiary Guarantor is not the survivor,  the surviving
      Person   shall   assume  in   writing   upon  terms  and
      conditions  reasonably   satisfactory  to  the  Required
      Holders  and  will  provide   such   related   documents
      (including,  without  limitation,   corporate  or  other
      showings,  officer's  certificates  and opinions) as the
      Required Holders may reasonably request, and

          (c)   the Company  may merge with any other  solvent
      corporation,  so long as the  Company is the  continuing
      or surviving corporation.



D6






Section 10.3.  Consolidated  Net Worth.  The Company  will not
permit  Consolidated  Net  Worth at any  time to be less  than
the sum of (a)  $456,000,000  plus (b) to the extent positive,
25% of  Consolidated  Net Income for each fiscal quarter ended
subsequent  to  September  30,  2001 and  prior to any date of
determination.

Section 10.4.  Interest  Coverage Ratio.  The Company will not
permit  as of the  end of any  fiscal  quarter  the  ratio  of
Consolidated  EBITDA to  Consolidated  Interest  Expense to be
less  than  3.50  to  1.00  for the  four  consecutive  fiscal
quarter  period  ended as of the end of such  fiscal  quarter,
commencing  with the four  consecutive  fiscal  quarter period
ended September 30, 2001.

Section 10.5.  Debt  and  Priority   Debt   Limitations.   The
Company  will  not  permit  (a)  the  ratio,  expressed  as  a
percentage,    of    Consolidated    Debt   to    Consolidated
Capitalization  to  (i)-exceed  65% at  any  time  during  the
period  commencing  on the  date  of  Closing  and  ending  on
December  31,   2002,   (ii)  exceed  55%  during  the  period
commencing  on  January  1, 2003 and  ending on  December  31,
2003  or  (iii)  50%  at  any  time   thereafter  or  (b)  the
aggregate  amount of  Priority  Debt to at any time exceed 15%
of Consolidated Net Worth.

Section 10.6.  Permitted  Liens.  The  Company  will not,  and
will not permit any Subsidiary  to,  create,  assume or suffer
to  exist  any  Lien  upon any of its  properties  or  assets,
whether  now  owned  or  hereafter  acquired  (whether  or not
provision  is made for the equal and  ratable  securing of the
Notes in  accordance  with the  provisions  of  Section  9.7),
except:

          (a)   Liens   for   taxes,   assessments   or  other
      governmental  levies or charges not yet due or which are
      being   contested  in  good  faith  for  which  adequate
      reserves  have  been   established  in  accordance  with
      generally accepted accounting principles,

          (b)   statutory   Liens  of   landlords,   Liens  of
      carriers,  warehousemen,  mechanics and materialmen, and
      Liens of a  similar  nature,  in each  case  that do not
      secure  Debt,  are  incurred in the  ordinary  course of
      business  and are  for  sums  not  yet due or are  being
      contested in good faith,

          (c)   Liens on  property  or assets of a  Subsidiary
      of the Company to secure  obligations of such Subsidiary
      to the Company or to a Wholly-Owned Subsidiary,

          (d)   Liens  (other than any Lien  imposed by ERISA)
      incurred,  or deposits  made, in the ordinary  course of
      business,   such  as  workers'   compensation  Liens  or
      statutory or legal obligation Liens; provided,  however,
      that such Liens were not incurred or made in  connection
      with  the   borrowing  of  money  or  the  obtaining  of
      advances or credit,



D6






          (e)   survey    exceptions    and    easements   and
      reservations  arising in the ordinary course of business
      that  do not  secure  Debt,  which  do not in  aggregate
      materially   detract  from  the  use  or  value  of  the
      property subject thereto,

          (f)   Liens  existing on the date of this  Agreement
      and securing  Debt of the Company and its  Subsidiaries,
      in each case as identified  on Schedule 5.15  (including
      those Liens on any assets  acquired in  connection  with
      the  acquisition of the dental business of Degussa AG in
      October, 2001),

          (g)   any Lien  created to secure all or any part of
      the  purchase  price,  or to  secure  Debt  incurred  or
      assumed to pay all or any part of the purchase  price or
      cost of  construction,  of property (or any  improvement
      thereon)  acquired  or  constructed  by the Company or a
      Subsidiary  after the date of this  Agreement,  provided
      that

               (i)   any such Lien shall extend  solely to the
           item or  items  of such  property  (or  improvement
           thereon) so acquired or constructed,

              (ii)   the principal  amount of the Debt secured
           by any such Lien  shall at no time  exceed the cost
           to the Company or such  Subsidiary  of the property
           (or    improvement    thereon)   so   acquired   or
           constructed,

             (iii)   any   such   Lien    shall   be   created
           contemporaneously  with,  or within 90 days  after,
           the  acquisition or  construction of such property,
           and

              (iv)   no  such   Lien   shall   attach  to  any
           property  the  purchase  of which was made with the
           net sale  proceeds of any assets  described  in the
           proviso to Section 10.7,

          (h)   any  Lien  existing  on  property  of a Person
      immediately  prior  to its  being  consolidated  with or
      merged into the Company or a Subsidiary  or its becoming
      a  Subsidiary,  or any  Lien  existing  on any  property
      acquired  by the Company or any  Subsidiary  at the time
      such  property is so  acquired  (whether or not the Debt
      secured thereby shall have been assumed),  provided that
      (i) no such Lien shall  have been  created or assumed in
      contemplation  of such  consolidation  or merger or such
      Person's  becoming a Subsidiary or such  acquisition  of
      property,  and (ii) each such Lien shall  extend  solely
      to the item or items of property so acquired, and

          (i)   any Lien renewing,  extending or refunding any
      Lien  permitted  by  clauses  (f),  (g) or  (h) of  this
      Section 10.6,  provided that (i) the principal amount of
      Debt  secured  by such  Lien  immediately  prior to such
      extension,  renewal or refunding is not increased or the
      maturity or remaining  average life thereof  reduced and
      (ii) such Lien is not extended to any other property,



D6






          (j)   other Liens  securing Debt of the Company or a
      Subsidiary,   provided  that  the  aggregate   principal
      amount of  Priority  Debt shall at no time exceed 15% of
      Consolidated Net Worth;

Section 10.7.  Sale of  Assets.  The  Company  will  not,  and
will not permit any  Subsidiary  to, sell,  exchange,  convey,
lease,  transfer or otherwise  dispose of ("Transfer")  any of
its assets  (exclusive  of sales of  inventory in the ordinary
course of business), except that:

          (a)   any  Subsidiary  may  Transfer  assets  to the
      Company or to a Wholly-Owned  Subsidiary (so long as any
      such  Transfer  to a  Wholly-Owned  Subsidiary  does not
      result  in the  movement  of  assets  from a  Designated
      Country  to  a  country   which  is  not  a   Designated
      Country); or

          (b)   the Company or any  Subsidiary  may  otherwise
      Transfer assets,  so long as after giving effect thereto
      neither (i) the Annual  Percentage of Earnings  Capacity
      Transferred  pursuant to this subsection (b) and Section
      10.8  exceeds  15%,  nor (ii) the Annual  Percentage  of
      Assets  Transferred  pursuant to this subsection (b) and
      Section 10.8 exceeds 15%;  provided that if the net sale
      proceeds of any assets  Transferred are, within 180 days
      after  the  date  of   Transfer,   (1)  applied  to  the
      prepayment of senior Debt of the Company  (including the
      Notes  pursuant  to the terms of  Section  8.2) on a pro
      rata  basis  or (2)  used for the  purchase  of  similar
      assets  (located in a  Designated  Country if and to the
      extent  the  assets   Transferred   were  located  in  a
      Designated  Country),  then such  Transfer  shall not be
      included   in  the   calculations   provided   in   this
      subsection (b).

Section 10.8.  Sale of  Stock  and Debt of  Subsidiaries.  The
Company  will not sell or  otherwise  dispose of, or part with
control   of,   any  shares  of  stock  (or   similar   equity
interests)  or Debt of any  Subsidiary,  except to the Company
or a  Wholly-Owned  Subsidiary,  and except that all shares of
stock  (or  similar   equity   interests)   and  Debt  of  any
Subsidiary  at the time  owned by or owed to the  Company  and
all  Subsidiaries  may  be  sold  as an  entirety  for a  cash
consideration  which  represents the fair value (as determined
in good faith by the Board of  Directors  of the  Company)  at
the time of sale of the  shares  of stock (or  similar  equity
interests)  and Debt so sold;  provided  that (a) such sale or
other  disposition  is treated as a Transfer of assets of such
Subsidiary  and is  permitted  by Section  10.7 and (b) at the
time of such sale,  such  Subsidiary  shall not own,  directly
or  indirectly,  any  shares  of  stock  or Debt of any  other
Subsidiary,  unless  all of the  shares  of stock  and Debt of
such other Subsidiary  owned,  directly or indirectly,  by the
Company and all  Subsidiaries  are  simultaneously  being sold
as permitted by this Section 10.8.



D6






Section 10.9.  Sale or  Discount of  Receivables.  The Company
will not,  and will not permit any  Subsidiary  to,  sell with
recourse,  or  discount  or  otherwise  sell for less than the
face value thereof,  any of its notes or accounts  receivable,
other than (a) notes or  accounts  receivable  the  collection
of which is doubtful in  accordance  with  generally  accepted
accounting  principles  and  (b)  pursuant  to  the  Brazilian
Receivables Program.

Section 10.10. Subsidiary Dividend  Restrictions.  The Company
will not  incur or  permit  to exist  any  restriction  (other
than  restrictions  imposed pursuant to any applicable law) on
any   Subsidiary's   ability  to  make   dividends   or  other
distributions  to the  Company  or any  other  Subsidiary,  to
repay  intra-company  Debt or to otherwise  transfer  earnings
or assets to the Company or its Subsidiaries.

Section 10.11.  Sale  and  Leasebacks.  The  Company  will not
enter into any  transaction,  directly or indirectly,  whereby
it shall  sell or  transfer  any  property,  if at the time of
such  sale  or  disposition  the  Company  or  any  Subsidiary
intends  to lease or  otherwise  acquire  the  right to use or
possess  (except by purchase)  such  property or like property
for a  substantially  similar  purpose (a "Sale and  Leaseback
Transaction") except:

          (a)   any Sale and  Leaseback  Transaction  in which
      the property is sold by the Company to a  Subsidiary  or
      by a Subsidiary to the Company or another Subsidiary, or

          (b)   the Company or any  Subsidiary  may enter into
      any Sale and  Leaseback  Transaction  if (i) at the time
      thereof and  immediately  after giving effect thereto no
      Default or Event of Default shall exist  (including  any
      Event  of  Default  under  Section-   10.5(b))  and  the
      proceeds from the sale of the subject  property shall be
      equal to not less than 80% of its fair market  value (as
      reasonably   determined  by  the   Company's   Board  of
      Directors); or

          (c)   any Sale and  Leaseback  Transaction  in which
      the  property  sold  consists  of  the  precious  metals
      inventory  acquired  by the Company in  connection  with
      its  acquisition of the dental business of Degussa AG in
      October,  2001 in an aggregate  equivalent amount not to
      exceed  U.S.$110,000,000,  with  respect to the precious
      metals  owned by the Degussa  Dental Group prior to such
      acquisition;   provided  any  such  Sale  and  Leaseback
      Transaction  shall  be  entered  into and  effective  no
      later than June 30, 2002.



D6






Section 10.12. Line of  Business.  The Company  will not,  and
will not  permit any  Subsidiary  to,  engage in any  business
activities  other than  those  related  or  incidental  to its
present  business  activities,  namely,  the  manufacture  and
distribution  of  (a)  dental  supplies  and  equipment,   (b)
medical/industrial   supplies  and  equipment  and  (c)  other
healthcare  products,  provided,  that  (i) the  net  business
activities  described in clause (c) shall not  represent  more
than 20% of the  Consolidated  Net Income for any fiscal year,
commencing  with the fiscal year ended  December  31, 2001 and
(ii)  the  assets  of the  business  activities  described  in
clause  (c) shall not at any time  represent  more than 20% of
the consolidated assets of the Company and its Subsidiaries.

Section 11.  Events of Default.

      An  "Event  of  Default"  shall  exist  if  any  of  the
following conditions or events shall occur and be continuing:

          (a)   the  Company  defaults  in the  payment of any
      principal  or  Make-Whole  Amount,  if any,  on any Note
      when  the  same  becomes  due and  payable,  whether  at
      maturity  or  at a  date  fixed  for  prepayment  or  by
      declaration or otherwise; or

          (b)   the  Company  defaults  in the  payment of any
      interest  on any Note for more than five days  after the
      same becomes due and payable; or

          (c)   the Company  defaults in the performance of or
      compliance  with any term  contained  in  Sections  10.2
      through 10.11, inclusive; or

          (d)   the Company  defaults in the performance of or
      compliance  with any term  contained  herein (other than
      those  referred  to in  paragraphs  (a),  (b) and (c) of
      this  Section-11)  and  such  default  is  not  remedied
      within 30 days after the  earlier  of (i) a  Responsible
      Officer  obtaining  actual knowledge of such default and
      (ii)  the  Company  receiving  written  notice  of  such
      default  from any  holder of a Note  (any  such  written
      notice to be  identified as a "notice of default" and to
      refer    specifically   to   this   paragraph   (d)   of
      Section 11); or

          (e)   any   representation   or  warranty   made  in
      writing  by  or on  behalf  of  the  Company  or by  any
      officer  of the  Company  in  this  Agreement  or in any
      writing  furnished in connection  with the  transactions
      contemplated   hereby  proves  to  have  been  false  or
      incorrect  in any  material  respect  on the  date as of
      which made; or



D6






          (f)   (i)  the  Company  or  any  Subsidiary  is  in
      default (as  principal or as guarantor or other  surety)
      in  the  payment  of  any  principal  of or  premium  or
      make-whole  amount  or  interest  on any  Debt  that  is
      outstanding  in  an  aggregate  principal  amount  of at
      least  $10,000,000  beyond any period of grace  provided
      with  respect  thereto,  or  (ii)  the  Company  or  any
      Subsidiary  is  in  default  in  the  performance  of or
      compliance  with any term of any evidence of any Debt in
      an aggregate  outstanding  principal  amount of at least
      $10,000,000  or of  any  mortgage,  indenture  or  other
      agreement   relating  thereto  or  any  other  condition
      exists,   and  as  a  consequence  of  such  default  or
      condition  such Debt has  become,  or has been  declared
      (or one or more  persons are  entitled  to declare  such
      Debt to be), due and payable before its stated  maturity
      or before its  regularly  scheduled  dates of payment or
      (iii)   as  a   consequence   of   the   occurrence   or
      continuation  of any event or condition  (other than the
      passage  of time or the  right of the  holder of Debt to
      convert  such  Debt  into  equity  interests),  (x)  the
      Company  or  any  Subsidiary  has  become  obligated  to
      purchase or repay Debt  before its  regular  maturity or
      before its  regularly  scheduled  dates of payment in an
      aggregate  outstanding  principal  amount  of  at  least
      $10,000,000,  or (y) one or more  persons  has the right
      to require the Company or any  Subsidiary so to purchase
      or repay such Debt; or

          (g)   the Company or any Material  Subsidiary (i) is
      generally   not   paying,   or  admits  in  writing  its
      inability  to pay,  its debts as they become  due,  (ii)
      files,  or consents by answer or otherwise to the filing
      against it of, a petition  for relief or  reorganization
      or arrangement or any other petition in bankruptcy,  for
      liquidation  or to  take  advantage  of any  bankruptcy,
      insolvency, reorganization,  moratorium or other similar
      law of any  jurisdiction,  (iii) makes an assignment for
      the  benefit  of its  creditors,  (iv)  consents  to the
      appointment of a custodian,  receiver,  trustee or other
      officer with  similar  powers with respect to it or with
      respect to any substantial part of its property,  (v) is
      adjudicated  as insolvent or to be  liquidated,  or (vi)
      takes  corporate  action  for the  purpose of any of the
      foregoing; or

          (h)   a   court   or   governmental   authority   of
      competent   jurisdiction  enters  an  order  appointing,
      without  consent by the  Company or any of its  Material
      Subsidiaries,  a custodian,  receiver,  trustee or other
      officer with  similar  powers with respect to it or with
      respect  to any  substantial  part of its  property,  or
      constituting   an  order  for  relief  or   approving  a
      petition  for  relief  or  reorganization  or any  other
      petition in  bankruptcy  or for  liquidation  or to take
      advantage of any  bankruptcy  or  insolvency  law of any
      jurisdiction,  or ordering the  dissolution,  winding-up
      or  liquidation  of the  Company or any of its  Material
      Subsidiaries,  or  any  such  petition  shall  be  filed
      against the Company or any of its Material  Subsidiaries
      and such  petition  shall  not be  dismissed  within  60
      days; or



D6






          (i)   a final  judgment or judgments for the payment
      of  money  aggregating  in  excess  of  $10,000,000  are
      rendered  against  one or  more of the  Company  and its
      Material  Subsidiaries  and  which  judgments  are  not,
      within 60 days after entry thereof,  bonded,  discharged
      or stayed pending appeal,  or are not discharged  within
      60 days after the expiration of such stay; or

          (j)   any default  shall  occur under any  Guarantee
      Agreement or any Guarantee  Agreement  shall cease to be
      in full  force and  effect  for any  reason  whatsoever,
      including,  without  limitation,  a determination by any
      governmental   body  or  court   that   such   Guarantee
      Agreement  is  invalid,  void  or  unenforceable  or any
      guarantor   party  thereto  shall  contest  or  deny  in
      writing  the  validity or  enforceability  of any of its
      obligations under any such Guarantee Agreement; or

          (k)   if (i) any  Plan  shall  fail to  satisfy  the
      minimum  funding  standards of ERISA or the Code for any
      plan year or part thereof or a waiver of such  standards
      or  extension  of any  amortization  period is sought or
      granted under section 412 of the Code,  (ii) a notice of
      intent  to  terminate  any Plan  shall  have  been or is
      reasonably  expected  to be  filed  with the PBGC or the
      PBGC  shall  have  instituted  proceedings  under  ERISA
      section  4042 to  terminate  or  appoint  a  trustee  to
      administer  any Plan or the PBGC shall have notified the
      Company or any ERISA  Affiliate that a Plan may become a
      subject  of any such  proceedings,  (iii) the  aggregate
      "amount of  unfunded  benefit  liabilities"  (within the
      meaning  of  section  4001(a)(18)  of  ERISA)  under all
      Plans,  determined in accordance with Title IV of ERISA,
      shall exceed $10,000,000,  (iv) the Company or any ERISA
      Affiliate shall have incurred or is reasonably  expected
      to  incur  any  liability  pursuant  to Title I or IV of
      ERISA or the  penalty  or excise tax  provisions  of the
      Code  relating  to  employee   benefit  plans,  (v)  the
      Company  or  any  ERISA  Affiliate  withdraws  from  any
      Multiemployer   Plan,   or  (vi)  the   Company  or  any
      Subsidiary  establishes  or amends any employee  welfare
      benefit  plan  that  provides   post-employment  welfare
      benefits in a manner that would  increase the  liability
      of the  Company or any  Subsidiary  thereunder;  and any
      such event or events  described  in clauses  (i) through
      (vi) above,  either  individually  or together  with any
      other  such  event  or  events,   would   reasonably  be
      expected to have a Material Adverse Effect.

      As used in Section 11(k),  the terms  "employee  benefit
plan" and  "employee  welfare  benefit  plan"  shall  have the
respective  meanings  assigned  to such  terms in Section 3 of
ERISA.

Section 12.  Remedies on Default, Etc.



D6






Section 12.1.  Acceleration.   (a)  If  an  Event  of  Default
with  respect to the Company  described  in  paragraph  (g) or
(h) of  Section 11 (other  than an Event of Default  described
in clause (i) of  paragraph  (g) or  described  in clause (vi)
of  paragraph  (g) by  virtue  of the fact  that  such  clause
encompasses  clause (i) of paragraph  (g)) has  occurred,  all
the  Notes  then  outstanding   shall   automatically   become
immediately due and payable.

    (b)  If any other  Event of Default  has  occurred  and is
continuing,   any  holder  or  holders  of  at  least  51%  in
principal  amount of the Notes at the time  outstanding may at
any time at its or their  option,  by notice or notices to the
Company,   declare  all  the  Notes  then  outstanding  to  be
immediately due and payable.

    (c)  If any Event of Default  described in  paragraph  (a)
or (b) of  Section 11  has  occurred  and is  continuing,  any
holder or  holders of Notes at the time  outstanding  affected
by such  Event of  Default  may at any  time,  at its or their
option,  by notice or notices to the Company,  declare all the
Notes held by it or them to be immediately due and payable.

      Upon any  Notes  becoming  due and  payable  under  this
Section 12.1,  whether  automatically or by declaration,  such
Notes will  forthwith  mature and the entire unpaid  principal
amount,  if any,  of such  Notes,  plus  (x) all  accrued  and
unpaid  interest  thereon and (y) the  Make-Whole  Amount,  if
any,  determined in respect of such  principal  amount (to the
full  extent  permitted  by  applicable  law),  shall  all  be
immediately  due and  payable,  in each and every case without
presentment,  demand,  protest or further notice, all of which
are  hereby  waived.   The  Company   acknowledges,   and  the
parties  hereto  agree,  that  each  holder  of a Note has the
right to  maintain  its  investment  in the  Notes  free  from
repayment  by  the  Company  (except  as  herein  specifically
provided  for)  and  that  the  provision  for  payment  of  a
Make-Whole  Amount,  if any,  by the Company in the event that
the Notes are  prepaid  or are  accelerated  as a result of an
Event of  Default,  is intended  to provide  compensation  for
the deprivation of such right under such circumstances.

Section 12.2.  Other  Remedies.  If any  Default  or  Event of
Default has occurred and is continuing,  and  irrespective  of
whether   any  Notes  have   become  or  have  been   declared
immediately  due and payable under  Section  12.1,  the holder
of any Note at the time  outstanding  may  proceed  to protect
and  enforce  the  rights of such  holder by an action at law,
suit in equity or other  appropriate  proceeding,  whether for
the specific  performance  of any agreement  contained  herein
or in any Note,  or for an  injunction  against a violation of
any  of  the  terms  hereof  or  thereof,  or in  aid  of  the
exercise of any power  granted  hereby or thereby or by law or
otherwise.



D6






Section 12.3.  Rescission.  At any time  after any Notes  have
been  declared  due and payable  pursuant to clause (b) or (c)
of  Section  12.1,  the  holders  of  not  less  than  51%  in
principal  amount of the Notes  then  outstanding,  by written
notice  to  the  Company,  may  rescind  and  annul  any  such
declaration  and its  consequences if (a) the Company has paid
all  overdue  interest  on the  Notes,  all  principal  of and
Make-Whole  Amount,  if any,  on any  Notes  that  are due and
payable   and  are  unpaid   other  than  by  reason  of  such
declaration,  and all interest on such overdue  principal  and
Make-Whole  Amount,  if any,  and (to the extent  permitted by
applicable  law)  any  overdue  interest  in  respect  of  the
Notes,  at the  Default  Rate,  (b) all Events of Default  and
Defaults,  other than  non-payment of amounts that have become
due solely by reason of such  declaration,  have been cured or
have been  waived  pursuant to Section 17, and (c) no judgment
or decree has been  entered  for the payment of any monies due
pursuant   hereto  or  to  the  Notes.   No   rescission   and
annulment  under this  Section 12.3  will  extend to or affect
any  subsequent  Event of  Default  or  Default  or impair any
right consequent thereon

Section 12.4.  No Waivers or Election of  Remedies,  Expenses,
Etc.  No  course  of  dealing  and no delay on the part of any
holder of any Note in  exercising  any right,  power or remedy
shall  operate  as a waiver  thereof  or  otherwise  prejudice
such  holder's  rights,  powers or remedies.  No right,  power
or  remedy  conferred  by this  Agreement  or by any Note upon
any holder  thereof  shall be  exclusive  of any other  right,
power or  remedy  referred  to  herein  or  therein  or now or
hereafter   available  at  law,  in  equity,   by  statute  or
otherwise.  Without  limiting the  obligations  of the Company
under  Section 15, the Company  will pay to the holder of each
Note on demand such further  amount as shall be  sufficient to
cover all costs and  expenses of such  holder  incurred in any
enforcement  or collection  under this Section 12,  including,
without limitation,  reasonable  attorneys' fees, expenses and
disbursements.

Section 13.  Registration; Exchange; Substitution of Notes.

Section 13.1.  Registration  of Notes.  The Company shall keep
at  its  principal   executive   office  a  register  for  the
registration  and  registration  of  transfers  of Notes.  The
name and  address of each  holder of one or more  Notes,  each
transfer  thereof and the name and address of each  transferee
of one or more Notes  shall be  registered  in such  register.
Prior to due  presentment for  registration  of transfer,  the
Person in whose  name any Note  shall be  registered  shall be
deemed and  treated as the owner and  holder  thereof  for all
purposes  hereof,  and the  Company  shall not be  affected by
any notice or knowledge  to the  contrary.  The Company  shall
give  to  any  holder  of a  Note  that  is  an  Institutional
Investor  promptly  upon  request  therefor,  a  complete  and
correct  copy of the names  and  addresses  of all  registered
holders of Notes.



D6






Section 13.2.  Transfer   and   Exchange   of   Notes.    Upon
surrender  of any Note at the  principal  executive  office of
the Company for  registration  of transfer or exchange (and in
the case of a surrender  for  registration  of transfer,  duly
endorsed or  accompanied  by a written  instrument of transfer
duly  executed  by the  registered  holder of such Note or his
attorney  duly  authorized in writing and  accompanied  by the
address  for notices of each  transferee  of such Note or part
thereof),  the  Company  shall  execute  and  deliver,  at the
Company's  expense  (except as  provided  below),  one or more
new Notes (as  requested  by the holder  thereof)  in exchange
therefor,  in an  aggregate  principal  amount  equal  to  the
unpaid  principal  amount of the  surrendered  Note. Each such
new Note shall be payable  to such  Person as such  holder may
request  and  shall be  substantially  in the form of  Exhibit
1. Each such new Note  shall be dated and bear  interest  from
the  date  to  which  interest  shall  have  been  paid on the
surrendered  Note or dated  the date of the  surrendered  Note
if no  interest  shall  have been paid  thereon.  The  Company
may  require  payment of a sum  sufficient  to cover any stamp
tax or  governmental  charge  imposed  in  respect of any such
transfer  of  Notes.   Notes  shall  not  be   transferred  in
denominations of less than JPY  125,000,000,  provided that if
necessary to enable the  registration  of transfer by a holder
of  its  entire  holding  of  Notes,  one  Note  may  be  in a
denomination  of less than JPY  125,000,000.  Any  transferee,
by its  acceptance  of a Note  registered  in its name (or the
name  of its  nominee),  shall  be  deemed  to have  made  the
representation set forth in Section 6.2.

Section 13.3.  Replacement  of  Notes.  Upon  receipt  by  the
Company  of  evidence  reasonably  satisfactory  to it of  the
ownership of and the loss,  theft,  destruction  or mutilation
of any  Note  (which  evidence  shall  be,  in the  case of an
Institutional   Investor,   notice  from  such   Institutional
Investor of such ownership and such loss,  theft,  destruction
or mutilation), and

    (a)  in  the  case  of  loss,  theft  or  destruction,  of
indemnity  reasonably  satisfactory  to it  (provided  that if
the holder of such Note is, or is a nominee  for,  an original
Purchaser  or  another  holder of a Note  with a  minimum  net
worth of at least  $100,000,000,  such  Person's own unsecured
agreement  of indemnity  shall be deemed to be  satisfactory),
or

    (b)  in  the  case  of  mutilation,   upon  surrender  and
cancellation  thereof,  the Company at its own  expense  shall
execute and deliver,  in lieu thereof,  a new Note,  dated and
bearing  interest from the date to which  interest  shall have
been paid on such lost,  stolen,  destroyed or mutilated  Note
or  dated  the  date  of  such  lost,  stolen,   destroyed  or
mutilated Note if no interest shall have been paid thereon.

Section 14.  Payments on Notes.



D6






Section 14.1.  Place of  Payment.  Subject  to  Section  14.2,
payments  of  principal,   Make-Whole   Amount,  if  any,  and
interest  becoming  due and payable  hereunder or on the Notes
shall be made  during  the  business  day in Japan in New York
City,   New  York  at  the  principal   office  of  The  Chase
Manhattan  Bank in such  jurisdiction.  The Company may at any
time,  by notice to each  holder of a Note,  change  the place
of  payment  of the  Notes so long as such  place  of  payment
shall be either the  principal  office of the  Company in such
jurisdiction  or  the  principal  office  of a bank  or  trust
company in such jurisdiction.

Section 14.2.  Home  Office  Payment.  So  long as you or your
nominee shall be the holder of any Note,  and  notwithstanding
anything  contained  in  Section  14.1 or in such  Note to the
contrary,  the Company will pay all sums  becoming due on such
Note for principal,  Make-Whole  Amount,  if any, and interest
by the method and at the address  specified  for such  purpose
below your name in Schedule  A, or by such other  method or at
such  other  address  as you  shall  have  from  time  to time
specified  to  the  Company  in  writing  for  such   purpose,
without  the  presentation  or  surrender  of such Note or the
making of any  notation  thereon,  except  that  upon  written
request of the Company made  concurrently  with or  reasonably
promptly  after  payment  or  prepayment  in full of any Note,
you shall  surrender  such Note for  cancellation,  reasonably
promptly  after  any  such  request,  to  the  Company  at its
principal  executive  office or at the place of  payment  most
recently   designated  by  the  Company  pursuant  to  Section
14.1.  Prior  to any  sale or  other  disposition  of any Note
held by you or  your  nominee  you  will,  at  your  election,
either  endorse  thereon the amount of principal  paid thereon
and the last date to which  interest  has been paid thereon or
surrender  such  Note to the  Company  in  exchange  for a new
Note or Notes  pursuant  to Section  13.2.  The  Company  will
afford   the   benefits   of   this   Section   14.2   to  any
Institutional   Investor   that  is  the  direct  or  indirect
transferee of any Note  purchased by you under this  Agreement
and that has made the same  agreement  relating  to such  Note
as you have made in this Section 14.2.

Section 14.3.  Judgment  Currency.  Any  payment on account of
an amount  that is payable  hereunder  or under the Notes in a
specified   currency   (the   "Specified   Currency")   which,
notwithstanding  the  requirement of the Notes,  is made to or
for the  account  of any  holder of a Note in lawful  currency
of any other jurisdiction (the "Other  Currency"),  whether as
a result of any judgment or order or the  enforcement  thereof
or the  realization of any security or the  liquidation of the
Company,   shall  constitute  a  discharge  of  the  Company's
obligation  under  this  Agreement  and such Notes only to the
extent of the  amount of the  Specified  Currency  which  such
holder  could  purchase in New York foreign  exchange  markets
with the  amount  of the Other  Currency  in  accordance  with
normal banking  procedures at the rate of exchange  prevailing
at 10:00 a.m.  on the first New York  Business  Day  following
receipt  of  the  payment  first  referred  to  above.  If the
amount of the  Specified  Currency  that could be so purchased
is less than the amount of Specified  Currency  originally due
to  such  holder,   the  Company  shall   indemnify  and  save
harmless such holder from



D6




and against  all loss or damage  arising out of or as a result
of  such  deficiency.   This  indemnity  shall  constitute  an
obligation   separate   and   independent   from   the   other
obligations  contained in this  Agreement,  shall give rise to
a  separate  and  independent  cause of  action,  shall  apply
irrespective  of any  indulgence  granted  by any  holder of a
Note from time to time and shall  continue  in full  force and
effect   notwithstanding   any   judgment   or  order   for  a
liquidated  sum in  respect  of an  amount  due  hereunder  or
under any judgment or order.

Section 15.  Expenses, Etc.

Section 15.1.  Transaction   Expenses.   Whether  or  not  the
transactions   contemplated   hereby  are   consummated,   the
Company   will  pay  all   costs   and   expenses   (including
reasonable  attorneys' fees of the special counsel  referenced
in  Section   4.4(b)  and,  if  reasonably   required,   local
counsel)  incurred by you and each Other  Purchaser  or holder
of  a  Note  in  connection  with  such  transactions  and  in
connection with any  amendments,  waivers or consents under or
in  respect of this  Agreement  or the Notes  (whether  or not
such  amendment,   waiver  or  consent   becomes   effective),
including,  without  limitation:  (a) the costs  and  expenses
incurred in  enforcing or defending  (or  determining  whether
or how to enforce or defend) any rights  under this  Agreement
or the Notes or in  responding  to any subpoena or other legal
process   or   informal   investigative   demand   issued   in
connection  with this Agreement or the Notes,  or by reason of
being a holder  of any Note,  and (b) the costs and  expenses,
including,  at any given time,  one financial  advisor's  fees
(acting  for all  holders of Notes),  incurred  in  connection
with  the  insolvency  or  bankruptcy  of the  Company  or any
Subsidiary   or   in   connection   with   any   work-out   or
restructuring of the transactions  contemplated  hereby and by
the Notes.  The Company  will pay,  and will save you and each
other holder of a Note  harmless  from,  all claims in respect
of any  fees,  costs  or  expenses  if  any,  of  brokers  and
finders (other than those retained by you).

Section 15.2.  Survival.   The   obligations  of  the  Company
under this  Section 15 will  survive  the  payment or transfer
of any  Note,  the  enforcement,  amendment  or  waiver of any
provision   of  this   Agreement   or  the   Notes,   and  the
termination of this Agreement.

Section 16.  Survival of Representations and Warranties;
             Entire Agreement.

      All  representations  and  warranties  contained  herein
shall  survive the  execution  and delivery of this  Agreement
and the Notes,  the  purchase  or  transfer by you of any Note
or portion  thereof or  interest  therein  and the  payment of
any Note, and may be relied upon by any  subsequent  holder of
a Note,  regardless of any  investigation  made at any time by
or on  behalf  of you or  any  other  holder  of a  Note.  All
statements  contained in any  certificate or other  instrument
delivered  by or on behalf  of the  Company  pursuant  to this
Agreement  shall be deemed



D6




representations  and  warranties  of the  Company  under  this
Agreement.   Subject   to   the   preceding   sentence,   this
Agreement  and the  Notes  embody  the  entire  agreement  and
understanding  between you and the Company and  supersede  all
prior  agreements and  understandings  relating to the subject
matter hereof.

Section 17.  Amendment and Waiver.

Section 17.1.  Requirements.  This  Agreement  and  the  Notes
may be amended,  and the  observance  of any term hereof or of
the   Notes   may   be   waived   (either   retroactively   or
prospectively),  with (and only with) the  written  consent of
the  Company  and the  Required  Holders,  except  that (a) no
amendment  or waiver of any of the  provisions  of  Section 1,
2, 3, 4, 5, 6 or 21  hereof,  or any  defined  term  (as it is
used  therein),  will be effective as to you unless  consented
to by you in  writing,  and (b) no such  amendment  or  waiver
may,  without the  written  consent of the holder of each Note
at the time outstanding  affected thereby,  (i) subject to the
provisions   of  Section  12  relating  to   acceleration   or
rescission,  change  the amount or time of any  prepayment  or
payment  of  principal  of, or reduce  the rate or change  the
time of payment or method of  computation  of  interest  or of
the  Make-Whole   Amount  on,  the  Notes,   (ii)  change  the
percentage  of the  principal  amount of the Notes the holders
of which are  required  to  consent to any such  amendment  or
waiver,  or (iii) amend any of Sections 8, 11(a),  11(b),  12,
17 or 20.

Section 17.2.  Solicitation of Holders of Notes.

    (a)  Solicitation.  The Company  will  provide each holder
of the Notes  (irrespective  of the amount of Notes then owned
by  it)  with  sufficient  information,  sufficiently  far  in
advance of the date a decision  is  required,  to enable  such
holder  to make  an  informed  and  considered  decision  with
respect  to any  proposed  amendment,  waiver  or  consent  in
respect  of any  of the  provisions  hereof  or of the  Notes.
The Company will deliver  executed or true and correct  copies
of each  amendment,  waiver or consent  effected  pursuant  to
the   provisions   of  this  Section  17  to  each  holder  of
outstanding  Notes promptly  following the date on which it is
executed  and   delivered  by,  or  receives  the  consent  or
approval of, the requisite holders of Notes.

    (b)  Payment.   The   Company   will   not   directly   or
indirectly pay or cause to be paid any  remuneration,  whether
by  way  of  supplemental  or  additional  interest,   fee  or
otherwise,  or grant any  security,  to any holder of Notes as
consideration  for or as an  inducement  to the entering  into
by any  holder of Notes of any waiver or  amendment  of any of
the terms and provisions  hereof unless such  remuneration  is
concurrently  paid, or security is  concurrently  granted,  on
the  same  terms,   ratably  to  each  holder  of  Notes  then
outstanding  even  if such  holder  did  not  consent  to such
waiver or amendment.



D6






Section 17.3.  Binding  Effect,  Etc. Any  amendment or waiver
consented  to as provided in this  Section 17 applies  equally
to all  holders  of Notes  and is  binding  upon them and upon
each future  holder of any Note and upon the  Company  without
regard to whether  such Note has been marked to indicate  such
amendment  or  waiver.   No  such  amendment  or  waiver  will
extend  to or  affect  any  obligation,  covenant,  agreement,
Default or Event of Default  not  expressly  amended or waived
or  impair  any  right  consequent   thereon.   No  course  of
dealing  between  the  Company  and the holder of any Note nor
any delay in  exercising  any  rights  hereunder  or under any
Note  shall  operate  as a waiver of any  rights of any holder
of such Note. As used herein,  the term "this  Agreement"  and
references  thereto  shall mean this  Agreement as it may from
time to time be amended or supplemented.

Section 17.4.  Notes  Held by  Company,  Etc.  Solely  for the
purpose of  determining  whether the holders of the  requisite
percentage  of the  aggregate  principal  amount of Notes then
outstanding  approved or  consented to any  amendment,  waiver
or consent to be given under this  Agreement or the Notes,  or
have directed the taking of any action  provided  herein or in
the Notes to be taken upon the  direction  of the holders of a
specified  percentage  of the  aggregate  principal  amount of
Notes then  outstanding,  Notes  directly or indirectly  owned
by the  Company or any of its  Affiliates  shall be deemed not
to be outstanding.

Section 18.  Notices.

      All notices and  communications  provided for  hereunder
shall be in writing  and sent  (a)-by  telecopy  if the sender
on the same day sends a  confirming  copy of such  notice by a
recognized  overnight delivery service (charges  prepaid),  or
(b) by  registered  or  certified  mail  with  return  receipt
requested   (postage   prepaid),   or  (c)  by  a   recognized
overnight  delivery service (with charges  prepaid).  Any such
notice must be sent:

          (i)   if to you  or  your  nominee,  to you or it at
      the  address   specified  for  such   communications  in
      Schedule A, or at such other  address as you or it shall
      have specified to the Company in writing,

         (ii)   if to any other  holder  of any Note,  to such
      holder at such  address as such other  holder shall have
      specified to the Company in writing, or

        (iii)   if to  the  Company,  to  the  Company  at its
      address  set  forth  at  the  beginning  hereof  to  the
      attention  of the  Treasurer,  with a copy  to the  same
      address to the  attention of the  Secretary,  or at such
      other  address as the Company  shall have  specified  to
      the holder of each Note in writing.



D6






Notices under this Section 18 will be deemed given only when
actually received.

Section 19.  Reproduction of Documents.

      This  Agreement  and  all  documents  relating  thereto,
including,  without  limitation,   (a)-consents,  waivers  and
modifications  that may  hereafter be executed,  (b) documents
received   by  you   at  the   Closing   (except   the   Notes
themselves),  and (c) financial  statements,  certificates and
other  information  previously or hereafter  furnished to you,
may be  reproduced  by you by any  photographic,  photostatic,
microfilm,   microcard,   miniature   photographic   or  other
similar  process and you may destroy any original  document so
reproduced.  The Company  agrees and  stipulates  that, to the
extent  permitted by  applicable  law,  any such  reproduction
shall be  admissible  in  evidence as the  original  itself in
any  judicial  or  administrative  proceeding  (whether or not
the  original  is  in  existence   and  whether  or  not  such
reproduction  was  made  by  you  in  the  regular  course  of
business)   and  any   enlargement,   facsimile   or   further
reproduction   of  such   reproduction   shall   likewise   be
admissible  in  evidence.  This  Section 19 shall not prohibit
the Company or any other holder of Notes from  contesting  any
such  reproduction  to the same extent  that it could  contest
the  original,  or from  introducing  evidence to  demonstrate
the inaccuracy of any such reproduction.

Section 20.  Confidential Information.

      For the  purposes  of  this  Section  20,  "Confidential
Information"  means  information  delivered  to  you  by or on
behalf of the Company or any  Subsidiary  in  connection  with
the  transactions  contemplated  by or  otherwise  pursuant to
this  Agreement  that is  proprietary  in nature  and that was
clearly marked or labeled or otherwise  adequately  identified
when  received  by you as being  confidential  information  of
the Company or such  Subsidiary,  provided that such term does
not  include  information  that  (a)  was  publicly  known  or
otherwise  known to you prior to the time of such  disclosure,
(b)  subsequently  becomes  publicly  known  through no act or
omission  by you or any  Person  acting  on your  behalf,  (c)
otherwise  becomes known to you other than through  disclosure
by  the  Company  or  any  Subsidiary  without  breach  of any
obligation  of  confidentiality  owed by a third  party to the
Company or any  Subsidiary of which you have  knowledge or (d)
constitutes   financial  statements  delivered  to  you  under
Section 7.1 that are otherwise  publicly  available.  You will
maintain   the    confidentiality    of   such    Confidential
Information in accordance  with  procedures  adopted by you in
good  faith  to  protect  confidential  information  of  third
parties  delivered  to you but,  in any event,  in  accordance
with not less  than  reasonable  care,  provided  that you may
deliver  or  disclose  Confidential  Information  to (i)  your
directors,  officers,  employees,  trustees, agents, attorneys
and  affiliates,  (to the extent  such  disclosure  reasonably
relates to the  administration  of the investment  represented
by your Notes),



D6




(ii) your financial advisors and other  professional  advisors
who agree to hold  confidential the  Confidential  Information
substantially  in  accordance  with the terms of this  Section
20,   (iii)   any  other   holder   of  any  Note,   (iv)  any
Institutional  Investor  to  which  you  sell or offer to sell
such Note or any part  thereof  or any  participation  therein
(if such  Person has agreed in  writing  prior to its  receipt
of  such   Confidential   Information   to  be  bound  by  the
provisions  of this  Section  20),  (v)-any  Person from which
you offer to  purchase  any  security  of the Company (if such
Person  has  agreed in  writing  prior to its  receipt of such
Confidential  Information  to be  bound by the  provisions  of
this  Section  20),  (vi)  any  federal  or  state  regulatory
authority  having  jurisdiction  over you,  (vii) the National
Association   of  Insurance   Commissioners   or  any  similar
organization,  or  any  nationally  recognized  rating  agency
that  requires  access to  information  about your  investment
portfolio,  or (viii) any other Person to which such  delivery
or disclosure  may be necessary or  appropriate  (w) to effect
compliance   with  any   law,   rule,   regulation   or  order
applicable  to you,  (x) in response to any  subpoena or other
legal  process,  (y) in  connection  with  any  litigation  to
which  you  are a  party  provided  that  you  provide  prompt
notice (if reasonably  possible,  prior to such disclosure) to
the  Company  so that  the  Company  may  seek an  appropriate
protective  order  or  other  remedy  or  (z) if an  Event  of
Default  has  occurred  and is  continuing,  to the extent you
may  reasonably  determine  such delivery and disclosure to be
necessary  or  appropriate  in  the  enforcement  or  for  the
protection  of the  rights and  remedies  under your Notes and
this  Agreement.  Each holder of a Note, by its  acceptance of
a Note,  will be deemed  to have  agreed to be bound by and to
be  entitled to the  benefits of this  Section 20 as though it
were a party  to this  Agreement.  On  reasonable  request  by
the Company in  connection  with the delivery to any holder of
a  Note  of  information  required  to be  delivered  to  such
holder  under  this  Agreement  or  requested  by such  holder
(other  than a  holder  that is a party to this  Agreement  or
its  nominee),  such holder will enter into an agreement  with
the Company embodying the provisions of this Section 20.

Section 21.  Substitution of Purchaser.

      You shall have the right to  substitute  any one of your
Affiliates  as  the  purchaser  of the  Notes  that  you  have
agreed  to  purchase  hereunder,  by  written  notice  to  the
Company,  which  notice  shall be  signed by both you and such
Affiliate,  shall  contain  such  Affiliate's  agreement to be
bound by this  Agreement and shall contain a  confirmation  by
such  Affiliate  of the  accuracy  with  respect  to it of the
representations  set  forth in  Section  6.  Upon  receipt  of
such  notice,   wherever  the  word  "you"  is  used  in  this
Agreement  (other than in this  Section  21),  such word shall
be deemed to refer to such  Affiliate  in lieu of you.  In the
event that such  Affiliate  is so  substituted  as a purchaser
hereunder and such Affiliate  thereafter  transfers to you all
of the Notes  then held by such  Affiliate,  upon  receipt  by
the  Company  of notice of such  transfer,  wherever  the word
"you" is used in this  Agreement  (other than in this  Section
21),  such  word  shall no  longer  be deemed to refer to such
Affiliate,  but shall  refer to you,  and you  shall  have all
the  rights of an  original  holder of the  Notes  under  this
Agreement.



D6






Section 22.  Miscellaneous.

Section 22.1.  Successors  and  Assigns.   All  covenants  and
other  agreements  contained in this Agreement by or on behalf
of any of the  parties  hereto  bind and inure to the  benefit
of  their  respective   successors  and  assigns   (including,
without  limitation,  any subsequent holder of a Note) whether
so expressed or not.

Section 22.2.   Payments Due on  Non-Business  Days.  Anything
in   this   Agreement   or   the   Notes   to   the   contrary
notwithstanding,  any payment of  principal  of or  Make-Whole
Amount or  interest  on any Note  that is due on a date  other
than a  Business  Day  shall  be made on the  next  succeeding
Business Day without  including  the  additional  days elapsed
in the  computation  of the  interest  payable  on  such  next
succeeding Business Day.

Section 22.3.  Severability.  Any provision of this  Agreement
that  is  prohibited  or  unenforceable  in  any  jurisdiction
shall, as to such  jurisdiction,  be ineffective to the extent
of such prohibition or unenforceability  without  invalidating
the remaining  provisions  hereof, and any such prohibition or
unenforceability  in  any  jurisdiction  shall  (to  the  full
extent   permitted   by  law)   not   invalidate   or   render
unenforceable such provision in any other jurisdiction

Section 22.4.  Construction.  Each covenant  contained  herein
shall  be   construed   (absent   express   provision  to  the
contrary)  as  being   independent   of  each  other  covenant
contained  herein,  so that  compliance  with any one covenant
shall not  (absent  such an  express  contrary  provision)  be
deemed to excuse  compliance  with any other  covenant.  Where
any  provision  herein  refers  to  action  to be taken by any
Person,  or which such Person is prohibited from taking,  such
provision  shall be  applicable  whether  such action is taken
directly or indirectly by such Person.

Section 22.5.  Counterparts.  This  Agreement  may be executed
in any  number  of  counterparts,  each of  which  shall be an
original  but  all of  which  together  shall  constitute  one
instrument.  Each  counterpart  may  consist  of a  number  of
copies  hereof,  each  signed by less than all,  but  together
signed by all, of the parties hereto.

Section 22.6.  Governing   Law.   This   Agreement   shall  be
construed and enforced in accordance  with,  and the rights of
the  parties  shall be  governed  by,  the law of the State of
New  York  excluding  choice-of-law  principles  of the law of
such State that would require the  application  of the laws of
a jurisdiction other than such State.


                          * * * * *



D6






      If you are in agreement with the foregoing,  please sign
the  form of  agreement  on the  accompanying  counterpart  of
this  Agreement  and return it to the Company,  whereupon  the
foregoing  shall  become a binding  agreement  between you and
the Company.

                                 Very truly yours,

                                 DENTSPLY International Inc.



                                 By_____________________________
                                      [Title]





D6




      The  foregoing  is  hereby  agreed  to  as of  the  date
thereof.


               [Add Purchaser Signature Blocks]



D6







                             A-5
                          Schedule A
                 (to Note Purchase Agreement)
              Information Relating to Purchasers


                                          Principal Amount of
Name and Address of Purchaser             Notes to Be
Purchased
                                          JPY 1,559,375,000
Massachusetts Mutual Life
  Insurance Company
c/o David L. Babson & Company Inc.
1295 State Street
Springfield, MA  01111
Attn:  Securities Investment Division

Payments


All  payments  on  account  of  the  Note  shall  be  made  by
crediting  in the form of bank wire  transfer  of  immediately
available  funds in Japanese  Yen,  (identifying  each payment
as DENTSPLY International Inc., interest and principal), to:

        Chase Manhattan Bank, N.A.
        4 Chase Metro Tech Center
        New York, NY  10081
        ABA No. 021000021
        For MassMutual Pension Management
        Account No. 910-2594018
        Re: Description of security, principal and interest
        split

With  telephone  advice of payment to the  Securities  Custody
and  Collection  Department  of David L. Babson & Company Inc.
at (413) 744-5104 or (413) 744-5718

Notices

1.  Send Communications and Notices to:

        Massachusetts Mutual Life Insurance Company
        c/o David L. Babson & Company Inc.
        1295 State Street
        Springfield, MA  01111
        Attn:  Securities Investment Division



D6



2.  Send Notices on Payments to:

        Massachusetts Mutual Life Insurance Company
        c/o David L. Babson & Company Inc.
        1295 State Street
        Springfield, MA  01111
        Attn:  Securities Custody and Collection Department - F381

        Tax Identification No.   04-1590850


D6



                                          Principal Amount of
Name and Address of Purchaser             Notes to Be
Purchased

Massachusetts Mutual Life                   JPY 237,025,000
  Insurance Company
c/o David L. Babson & Company Inc.
1295 State Street
Springfield, MA  01111
Attn:  Securities Investment Division

Payments

All payments on account of the Note shall be made by
crediting in the form of bank wire transfer of immediately
available funds in Japanese Yen (identifying each payment as
DENTSPLY International Inc., interest and principal), to:

      Citibank, N.A.
      111 Wall Street
      New York, NY  10043
      ABA No. 021000089
      For MassMutual Spot Priced Contract
      Account No. 3890-4953
      Re: Description of security, principal and interest
split

With  telephone  advice of payment to the  Securities  Custody
and  Collection  Department  of David L. Babson & Company Inc.
at (413) 744-5104 or (413) 744-5718

Notices

1.  Send Communications and Notices to:

      Massachusetts Mutual Life Insurance Company
      c/o David L. Babson & Company Inc.
      1295 State Street
      Springfield, MA  01111
      Attn:  Securities Investment DivisionAttention:
      Securities Custody and Collection Department - F381
2.  Send Notices on Payments to:
      Massachusetts Mutual Life Insurance Company
      c/o David L. Babson & Company Inc.
      1295 State Street
      Springfield, MA  01111
      Attn:  Securities Custody and Collection Department - F381
Tax Identification No.   04-1590850


D6



                                          Principal Amount of
Name and Address of Purchaser             Notes to Be
Purchased

Massachusetts Mutual Life                   JPY 1,322,350,000
  Insurance Company
c/o David L. Babson & Company Inc.
1295 State Street
Springfield, MA  01111
Attn:  Securities Investment Division

Payments

All payments on account of the Note shall be made by
crediting in the form of bank wire transfer of immediately
available funds in Japanese Yen, (identifying each payment
as DENTSPLY International Inc., interest and principal), to:

      Citibank, N.A.
      111 Wall Street
      New York, NY  10043
      ABA No. 021000089
      For MassMutual Long-Term Pool
      Account No. 4067-3488
      Re: Description of security, principal and interest
split

With telephone advice of payment to the Securities Custody
and Collection Department of David L. Babson & Company Inc.
at (413) 744-5104 or (413) 744-5718

Notices

1.  Send Communications and Notices to:

      Massachusetts Mutual Life Insurance Company
      c/o David L. Babson & Company Inc.
      1295 State Street
      Springfield, MA  01111
      Attn:  Securities Investment Division

2.  Send Notices on Payments to:
      Massachusetts Mutual Life Insurance Company
      c/o David L. Babson & Company Inc.
      1295 State Street
      Springfield, MA  01111
      Attn:  Securities Custody and Collection Department - F381
Tax Identification No.   04-1590850


D6



                                          Principal Amount of
Name and Address of Purchaser             Notes to Be
Purchased
Nationwide Life Insurance                   JPY 3,118,750,000
  Company
One Nationwide Plaza, 33rd Floor
Columbus, OH  43215-2220
Attn:

Payments

All payments on account of the Note shall be made by
crediting in the form of bank wire transfer of immediately
available funds in Japanese Yen (identifying each payment as
DENTSPLY International Inc., interest and principal), to:

      ABN AMRO Bank, Tokyo
      Swift Code ABNAJPJT
      Account No. 12.23.499 JPY
      Ref: Derivatives Operations
      Ref Inf# 120142
      PPN#___________________________
      Security Description _________________

Notices

1.  Send Communications and Notices to:
      Nationwide Life Insurance Company
      One Nationwide Plaza (1-33-07)
      Columbus OH  43215-2220
      Attention:  Corporate Fixed-Income Securities
      Facsimile:  (614) 249-4553

2.  Send Notices on Payments to:
      Nationwide Life Insurance Company
      c/o The Bank of New York
      P.O. Box 19266
      Attn:  P&I Department
      Newark, NJ  07195

      with a copy to:

      Nationwide Life Insurance Company
      Attn:  Investment Accounting
      One Nationwide Plaza (1-32-05)
      Columbus, OH  43215-2220
Tax Identification No.   31-4156830


D6








                          Schedule B
                 (to Note Purchase Agreement)


                        Defined Terms

      As used herein,  the following terms have the respective
meanings  set forth below or set forth in the  Section  hereof
following such term:

      "Affiliate"  means, at any time, and with respect to any
Person,  (a) any other  Person  that at such time  directly or
indirectly  through one or more  intermediaries  Controls,  or
is  Controlled  by,  or is under  common  Control  with,  such
first  Person,  and  (b) any  Person  beneficially  owning  or
holding,  directly or indirectly,  10% or more of any class of
voting or equity  interests  of the Company or any  Subsidiary
or any  corporation of which the Company and its  Subsidiaries
beneficially  own or  hold,  in  the  aggregate,  directly  or
indirectly,  10% or more of any  class  of  voting  or  equity
interests.  As used in this  definition,  "Control"  means the
possession,  directly  or  indirectly,  of the power to direct
or cause the  direction  of the  management  and policies of a
Person,  whether  through the ownership of voting  securities,
by  contract  or  otherwise.   Unless  the  context  otherwise
clearly  requires,  any  reference  to  an  "Affiliate"  is  a
reference to an Affiliate of the Company.

      "Annual  Percentage of Assets  Transferred"  means, with
respect  to any  fiscal  year of the  Company,  the sum of the
Percentages  of  Assets  Transferred  for  each  asset  of the
Company and its Subsidiaries  that is Transferred  during such
fiscal year.

      "Annual  Percentage  of Earnings  Capacity  Transferred"
means,  with  respect to any fiscal year of the  Company,  the
sum of the  Percentages of Earnings  Capacity  Transferred for
each  asset  of the  Company  and  its  Subsidiaries  that  is
Transferred during such fiscal year.

      "Anti-Terrorism  Order" means  Executive Order No.13,224
of  September 24,  2001,  Blocking  Property  and  Prohibiting
Transactions  With Persons Who Commit,  Threaten to Commit, or
Support Terrorism, 66 Fed. Reg. 49,049 (2001).

      "Bank Agreements" means (a) the $250,000,000  Facility A
364-Day  Competitive  Advance,  Revolving  Credit and Guaranty
Agreement  dated as of May 25,  2001,  among the  Company  and
the other  Persons  named as  parties  thereto,  as amended or
otherwise   modified   from   time   to   time   and  (b)  the
$250,000,000  Five-Year Competitive Advance,  Revolving Credit
and  Guaranty  Agreement  dated as of May 25,  2001  among the
Company and the other  Persons  named as parties  thereto,  as
amended or otherwise modified from time to time.

      "Brazilian   Receivables  Program"  means  the  sale  by
Subsidiaries   to  Brazilian   banks  of  Dollar   denominated
receivables from the Company and  Subsidiaries  arising in the
ordinary course of business,  the aggregate  outstanding  face
amount of which shall at no time exceed $1,000,000.



D6






      "Business  Day"  means (a) for the  purposes  of Section
8.6 only,  any day other  than a  Saturday,  a Sunday or a day
on  which  commercial  banks in New  York  City or  Tokyo  are
required  or  authorized  to  be  closed,   and  (b)  for  the
purposes of any other  provision  of this  Agreement,  any day
other than a Saturday,  a Sunday or a day on which  commercial
banks in New York are required or authorized to be closed.

      "Capital  Lease"  means,  at  any  time,  a  lease  with
respect  to which  the  lessee  is  required  concurrently  to
recognize the  acquisition  of an asset and the  incurrence of
a liability in accordance with GAAP.

      "Capitalized   Lease   Obligation"   means  any   rental
obligation   which,   under  generally   accepted   accounting
principles,  is or will be required to be  capitalized  on the
books of the lessee  thereunder,  taken at the amount  thereof
accounted for as  indebtedness  (net of interest  expenses) in
accordance with such principles.

      "Closing" is defined in Section 3.

      "Code"  means  the  Internal  Revenue  Code of 1986,  as
amended  from  time to time,  and the  rules  and  regulations
promulgated thereunder from time to time.

      "Company" means DENTSPLY  International Inc., a Delaware
corporation.

      "Competitor"  means  any  Person  who  is  substantially
engaged in a  business  in which the  Company or any  Material
Subsidiary is substantially engaged provided that:

          (a)   the provision of investment  advisory services
      by a Person to a Plan which is owned or  controlled by a
      Person which would  otherwise be a Competitor  shall not
      of itself cause the Person  providing  such  services to
      be  deemed  to  be  a  Competitor  if  such  Person  has
      established  procedures which will prevent  confidential
      information  supplied to such Person by the Company from
      being  transmitted  or otherwise  made available to such
      Plan or Person owning or controlling such Plan; and

          (b)   in no event  shall an  Institutional  Investor
      be deemed a Competitor.

      "Confidential Information"  is defined in Section 20.

      "Consolidated  Capitalization"  means,  at any  time  of
determination  thereof,  the sum of Consolidated Net Worth and
Consolidated Debt.



D6






      "Consolidated  Debt" means, at any time of determination
thereof,  all  Debt  of  the  Company  and  Subsidiaries  on a
consolidated basis.

      "Consolidated  EBITDA" means, for any period, income (or
loss) from  operations  of the Company and  Subsidiaries  on a
consolidated  basis  plus,  to  the  extent  deducted  in  the
calculation thereof,  depreciation and amortization;  provided
that there shall be excluded:

          (a)   the income (or loss)  from  operations  of any
      Person  for any  period  prior to the date it  becomes a
      Subsidiary  or is merged into or  consolidated  with the
      Company or a Subsidiary, and

          (b)   the  income  from  operations  of  any  Person
      (other  than a  Subsidiary)  in which the Company or any
      Subsidiary  has an  ownership  interest,  except  to the
      extent that any such income has actually  been  received
      by the  Company  or any  Subsidiary  in the form of cash
      dividends or similar distributions.

      "Consolidated  Interest  Expense" means, for any period,
for  the  Company  and  its  Subsidiaries  on  a  consolidated
basis,  (a) interest  expense,  plus (b) all  amortization  of
debt discount and expense, less (c) interest income.

      "Consolidated  Net Income"  means,  for any period,  the
net income (or net loss) of the Company  and its  Subsidiaries
on a consolidated basis, calculated without giving effect to:

          (a)   the net  income  (or net  loss) of any  Person
      for  any   period   prior  to  the  date  it  becomes  a
      Subsidiary  or is merged into or  consolidated  with the
      Company or a Subsidiary; or

          (b)   the net  income of any  Person  (other  than a
      Subsidiary)  in which the Company or any  Subsidiary has
      an  ownership  interest,  except to the extent  that any
      such income has  actually  been  received by the Company
      or any  Subsidiary  in the  form  of cash  dividends  or
      similar distributions.

      "Consolidated   Net  Worth"   means,   at  any  time  of
determination  thereof,  the sum of  (a) capital  stock  (less
treasury  stock),  (b)  additional  paid-in  capital  and  (c)
retained  earnings  (or  accumulated  deficit)  of the Company
and Subsidiaries on a consolidated basis.

      "Debt"  shall mean with  respect to any Person  (without
duplication):

          (a)   all  obligations  of such Person for  borrowed
      money and mandatorily redeemable preferred stock;



D6






          (b)   all  obligations  of such Person  evidenced by
      bonds, debentures, notes or similar instruments;

          (c)   all  obligations  of such  Person  upon  which
      interest charges are customarily paid;

          (d)   all   obligations   of   such   Person   under
      conditional  sale or other  title  retention  agreements
      relating to property or assets purchased by such Person;

          (e)   all  obligations  of  such  Person  issued  or
      assumed as the  deferred  and unpaid  purchase  price of
      property or services  (excluding  trade accounts payable
      and accrued obligations  incurred in the ordinary course
      of business that are not more than 90 days past due);

          (f)   all  obligations  secured by any Lien or other
      charge  upon  property or assets  owned by such  Person,
      whether or not such Person has assumed or become  liable
      for the payment of such obligations,

          (g)   Capitalized Lease Obligations of such Person;

          (h)   all  obligations  of such Person in respect of
      interest rate protection  agreements,  foreign  currency
      exchange  agreements or other  interest or exchange rate
      hedging arrangements;

          (i)   all  obligations  of such Person as an account
      party  in  respect   of  letters  of  credit,   bankers'
      acceptances  or instruments  serving a similar  function
      issued or  accepted  for its  account by banks and other
      financial  institutions  (whether  or  not  representing
      obligations for borrowed money); and

          (j)   all  Guarantees of such Person with respect to
      Debt of another Person.

      "Default"  means an event or condition the occurrence or
existence  of  which  would,  with  the  lapse  of time or the
giving of notice or both, become an Event of Default.

      "Default  Rate"  means that rate of  interest  per annum
that is the  greater  of (a) 1.0% per annum  above the rate of
interest  stated in clause (a) of the first  paragraph  of the
Notes  or  (b) 1.0%   over  the  rate  of  interest   publicly
announced  by The  Bank  of  Japan,  in  Tokyo,  Japan  as its
"base" or "prime" (or the equivalent thereof in Japan) rate.



D6






      "Designated  Country" means the United States of America
and member  states of the  European  Union on the date  hereof
(other than Turkey or Greece), Canada or Japan.

      "Dollars"  and "$"  means  the  lawful  currency  of the
United States of America.

      "Environmental  Laws" means any and all Federal,  state,
local, and foreign statutes,  laws,  regulations,  ordinances,
rules,  judgments,  orders,  decrees,  permits,   concessions,
grants,  franchises,   licenses,  agreements  or  governmental
restrictions  relating to pollution and the  protection of the
environment   or  the  release  of  any  materials   into  the
environment,  including  but not  limited to those  related to
hazardous  substances or wastes,  air emissions and discharges
to waste or public systems.

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

      "ERISA  Affiliate" means any trade or business  (whether
or not  incorporated)  that is  treated  as a single  employer
together with the Company under Section 414 of the Code.

      "Event of Default" is defined in Section 11.

      "Exchange  Act"  means the  Securities  Exchange  Act of
1934, as amended.

      "GAAP" means generally  accepted  accounting  principles
as in  effect  from  time  to  time in the  United  States  of
America.

      "Governmental Authority"  means

          (a)   the government of

               (i)   the  United  States  of  America  or  any
           State or other political subdivision thereof, or

              (ii)   any  jurisdiction in which the Company or
           any  Subsidiary  conducts  all or any  part  of its
           business,  or which asserts  jurisdiction  over any
           properties of the Company or any Subsidiary, or

          (b)   any entity exercising executive,  legislative,
      judicial,  regulatory or administrative functions of, or
      pertaining to, any such government.



D6






      "Group" means the Company and its Subsidiaries.

      "Guarantee  Agreement"  and  "Guarantee  Agreements"  is
defined in Section 1(b).

      "Guaranty"  means,  with  respect  to  any  Person,  any
obligation  (except the  endorsement in the ordinary course of
business   of   negotiable    instruments   for   deposit   or
collection)   of  such  Person   guaranteeing   or  in  effect
guaranteeing  any  indebtedness,  dividend or other obligation
of  any  other  Person  in any  manner,  whether  directly  or
indirectly,   including   (without   limitation)   obligations
incurred  through an agreement,  contingent  or otherwise,  by
such Person:

          (a)   to purchase  such  indebtedness  or obligation
      or any property constituting security therefor;

          (b)   to  advance  or  supply   funds  (i)  for  the
      purchase or payment of such  indebtedness or obligation,
      or  (ii)  to  maintain  any  working  capital  or  other
      balance   sheet   condition  or  any  income   statement
      condition  of any other  Person or  otherwise to advance
      or make  available  funds for the purchase or payment of
      such indebtedness or obligation;

          (c)   to lease properties or to purchase  properties
      or services  primarily  for the purpose of assuring  the
      owner of such  indebtedness or obligation of the ability
      of any other Person to make payment of the  indebtedness
      or obligation; or

          (d)   otherwise   to   assure   the  owner  of  such
      indebtedness  or  obligation  against  loss  in  respect
      thereof.

In any computation of the  indebtedness  or other  liabilities
of the obligor under any Guaranty,  the  indebtedness or other
obligations  that are the  subject of such  Guaranty  shall be
assumed to be direct obligations of such obligor.

      "holder" means,  with respect to any Note, the Person in
whose   name  such  Note  is   registered   in  the   register
maintained by the Company pursuant to Section 13.1.

      "Institutional   Investor"   means   (a)  any   original
purchaser  of a Note,  (b) any holder of a Note  holding  more
than 5% of the  aggregate  principal  amount of the Notes then
outstanding,  and (c) any bank,  trust  company,  savings  and
loan association or other financial  institution,  any pension
plan,  any  investment  company,  any insurance  company,  any
broker or dealer, or any other similar  financial  institution
or entity, regardless of legal form.

      "JPY" or  "Japanese  Yen" means the lawful  currency  of
Japan.



D6






      "Lien" means, with respect to any Person,  any mortgage,
lien,   pledge,    charge,    security   interest   or   other
encumbrance,  or any interest or title of any vendor,  lessor,
lender or other  secured  party to or of such Person under any
conditional  sale  or  other  title  retention   agreement  or
Capital  Lease,  upon or with respect to any property or asset
of such Person  (including  in the case of stock,  stockholder
agreements,   voting   trust   agreements   and  all   similar
arrangements).

      "Make-Whole Amount" is defined in Section 8.6.

      "Material"  means  material in relation to the business,
operations,   affairs,   financial   condition,   assets,   or
properties  of the  Company  and its  Subsidiaries  taken as a
whole.

      "Material  Adverse  Effect"  means  a  material  adverse
effect on (a) the  business,  operations,  affairs,  financial
condition,  assets  or  properties  of  the  Company  and  its
Subsidiaries  taken  as a  whole,  or (b) the  ability  of the
Company to perform its  obligations  under this  Agreement and
the  Notes,  or (c) the  validity  or  enforceability  of this
Agreement or the Notes.

      "Material  Subsidiary"  means any  Subsidiary  (a) which
provided  5% or more of  Consolidated  Net  Income  during the
fiscal year of the  Company  most  recently  ended at any time
of  determination,  (b) whose tangible  assets  represented 5%
or  more  of  the   tangible   assets  of  the   Company   and
Subsidiaries  on a  consolidated  basis  as of the last day of
the fiscal  year of the  Company  most  recently  ended at any
time of  determination,  or (c) whose net worth represented 5%
or more of  Consolidated  Net  Worth as of the last day of the
fiscal year of the  Company  most  recently  ended at any time
of   determination;   provided   that,  if  at  any  time  the
aggregate  amount of net income,  tangible assets or net worth
of all  Subsidiaries  incorporated  or otherwise  organized in
the United States that are not Material  Subsidiaries  exceeds
15% of  Consolidated  Net Income for any such fiscal year, 15%
of  the  consolidated  tangible  assets  of  the  Company  and
Subsidiaries  as of the end of any such  fiscal year or 15% of
Consolidated  Net Worth as of the end of any such  fiscal year
(as  applicable),  the Company  shall  designate  as "Material
Subsidiaries"    Subsidiaries    incorporated   or   otherwise
organized in the United States  sufficient  to eliminate  such
excess, and such designated  Subsidiaries  incorporated in the
United  States  shall  for  all  purposes  of  this  Agreement
constitute Material Subsidiaries.

      "Memorandum" is defined in Section 5.3.

      "Multiemployer   Plan"   means   any  Plan   that  is  a
"multiemployer  plan"  (as such  term is  defined  in  section
4001(a)(3) of ERISA).

      "Notes" is defined in Section 1.



D6






      "Officer's  Certificate" means a certificate of a Senior
Financial  Officer  or of any  other  officer  of the  Company
whose  responsibilities  extend to the subject  matter of such
certificate.

      "Other Agreements" is defined in Section 2.

      "Other Currency" is defined in Section 14.3.

      "Other Purchasers" is defined in Section 2.

      "PBGC" means the Pension  Benefit  Guaranty  Corporation
referred to and defined in ERISA or any successor thereto.

      "Percentage of Assets  Transferred"  means, with respect
to each asset  Transferred  pursuant to clause (ii) of Section
10.7(b)  and  Section   10.8,   the  ratio   (expressed  as  a
percentage)  of (a) the  greater of such  asset's  fair market
value or book  value on the date of such  Transfer  to (b) the
consolidated  total assets of the Company and  Subsidiaries on
the last day of the  fiscal  year  most  recently  ended as of
the date of such Transfer.

      "Percentage  of Earnings  Capacity  Transferred"  means,
with  respect to each  asset  Transferred  pursuant  to clause
(i) of Section  10.7(b) or Section  10.8,  the  percentage  of
Consolidated  EBITDA  produced  by, or  attributable  to, such
asset  during the fiscal  year most  recently  ended  prior to
the date of such Transfer.

      "Person" means an individual, partnership,  corporation,
limited     liability     company,     association,     trust,
unincorporated  organization,  or a  government  or  agency or
political subdivision thereof.

      "Plan" means an "employee  benefit  plan" (as defined in
section 3(3) of ERISA) that is or, within the  preceding  five
years,  has  been  established  or  maintained,  or  to  which
contributions  are or, within the preceding  five years,  have
been  made or  required  to be  made,  by the  Company  or any
ERISA  Affiliate  or with  respect to which the Company or any
ERISA Affiliate may have any liability.

      "Preferred  Stock" means any class of capital stock of a
corporation   that  is  preferred  over  any  other  class  of
capital  stock  of  such  corporation  as to  the  payment  of
dividends  or the  payment of any amount upon  liquidation  or
dissolution of such corporation.



D6






      "Priority  Debt"  means,  at any  time of  determination
thereof,   without   duplication,   (a) Debt  of  the  Company
secured  by Liens  not  otherwise  permitted  by  clauses  (a)
through  (i) of Section  10.6,  plus (b) Debt of  Subsidiaries
(other  than (i) Debt of any  Subsidiary  owed to the  Company
or  any   Wholly-owned   Subsidiary   and  (ii)  Debt  of  any
Subsidiary  so  long  as  such   Subsidiary  is  a  Subsidiary
Guarantor  and the  creditor  with  respect  to such  Debt has
entered into an  Intercreditor  Agreement  with the holders of
the   Notes  on  the  same   terms  and   conditions   as  the
intercreditor  agreement  as in  effect  on  the  date  hereof
between  the  holders of the  Prudential  Obligations  and the
Debt  outstanding   under  the  Bank   Agreements,   provided,
however,  that the foregoing  requirement of an  Intercreditor
Agreement shall not apply to the Subsidiary  Guarantors  which
are,  as of the  date  hereof,  guarantors  of the  Prudential
Obligations  or  the  Debt  under  the  Bank   Agreements  and
(iii) the  Guarantee  Agreements)  plus (c) the book value (at
the  time of  sale)  of all  assets  sold by the  Company  and
Subsidiaries  subsequent  to  March  1,  2001  which  were the
subject  of a Sale and  Leaseback  Transaction  (other  than a
Sale-Leaseback Transaction permitted by Section 10.7(a)).

      "property"  or  "properties"   means,  unless  otherwise
specifically  limited,  real or personal property of any kind,
tangible or intangible, choate or inchoate.

      "Prudential  Obligations"  means the  obligations at any
time  of the  Company  under  and  pursuant  to  that  certain
Agreement  dated as of March 1, 2001  between  the Company and
The   Prudential   Insurance   Company  of  America  and  each
Prudential   Affiliate  (as  defined  therein)  which  becomes
bound  by such  Agreement  and  any  senior  promissory  notes
issued  and sold  under and  pursuant  to such  Agreement  and
then outstanding.

      "QPAM  Exemption"  means  Prohibited  Transaction  Class
Exemption  84-14  issued by the United  States  Department  of
Labor.

      "Required  Holders"  means,  at any time, the holders of
at least  51% in  principal  amount  of the  Notes at the time
outstanding  (exclusive  of Notes then owned by the Company or
any of its Affiliates).

      "Responsible   Officer"   means  any  Senior   Financial
Officer   and  any  other   officer   of  the   Company   with
responsibility   for  the   administration   of  the  relevant
portion of this Agreement.

      "Securities  Act" means the  Securities  Act of 1933, as
amended from time to time.

      "Senior  Financial  Officer"  means the chief  financial
officer,    principal   accounting   officer,   treasurer   or
comptroller of the Company.

      "Specified Currency" is defined in Section 14.3.



D6






      "Subsidiary"  means, as to any Person,  any corporation,
association or other  business  entity in which such Person or
one or more of its  Subsidiaries  or  such  Person  and one or
more of its  Subsidiaries  owns  sufficient  equity  or voting
interests  to  enable it or them (as a group)  ordinarily,  in
the  absence  of  contingencies,  to elect a  majority  of the
directors (or Persons  performing  similar  functions) of such
entity,  and any  partnership  or joint venture if more than a
50%  interest  in the  profits or capital  thereof is owned by
such  Person  or  one or  more  of its  Subsidiaries  or  such
Person  and  one or  more  of its  Subsidiaries  (unless  such
partnership  can  and  does  ordinarily  take  major  business
actions  without  the prior  approval of such Person or one or
more  of  its  Subsidiaries).  Unless  the  context  otherwise
clearly  requires,  any  reference  to  a  "Subsidiary"  is  a
reference to a Subsidiary of the Company.

      "Subsidiary  Guarantor"  means the  companies  listed on
Exhibit  1(b) and any other  Subsidiary  that may from time to
time  execute  and  deliver a  Guarantee  Agreement  and which
Guarantee  Agreement  has not been  terminated  in  accordance
with the terms thereof.

      "Swaps"  means,  with  respect  to any  Person,  payment
obligations  with  respect to interest  rate  swaps,  currency
swaps and similar  obligations  obligating such Person to make
payments,  whether  periodically  or upon the  happening  of a
contingency.  For the purposes of this  Agreement,  the amount
of  the  obligation   under  any  Swap  shall  be  the  amount
determined  in respect  thereof as of the end of the then most
recently  ended fiscal  quarter of such  Person,  based on the
assumption  that such Swap had  terminated  at the end of such
fiscal  quarter,  and in  making  such  determination,  if any
agreement  relating to such Swap  provides  for the netting of
amounts  payable by and to such  Person  thereunder  or if any
such  agreement  provides  for  the  simultaneous  payment  of
amounts by and to such  Person,  then in each such  case,  the
amount  of  such  obligation   shall  be  the  net  amount  so
determined.

      "Wholly-Owned   Subsidiary"  means,  at  any  time,  any
Subsidiary  one  hundred  percent  (100%) of all of the equity
interests  (except  directors'  qualifying  shares) and voting
interests  of  which  are  owned  by any  one or  more  of the
Company and the Company's other  Wholly-Owned  Subsidiaries at
such time.


D6








                         Exhibit 1(a)
                 (to Note Purchase Agreement)


                        [Form of Note]

                 DENTSPLY International Inc.

      1.39% Guaranteed Senior Note Due December 28, 2005

No. [_____]                                                  [Date]

JPY [_______]                                       PPN 249030 B* 7


      For   Value   Received,   the   undersigned,    DENTSPLY
International   Inc.   (herein   called  the   "Company"),   a
corporation  organized  and  existing  under  the  laws of the
State   of    Delaware,    hereby    promises    to   pay   to
[___________________________],   or  registered  assigns,  the
principal   sum   of  JPY   [___________________________]   on
[_____________,  ____],  with interest  (computed on the basis
of a 360-day year of twelve  30-day  months) (a) on the unpaid
balance  thereof  at the rate of 1.39% per annum from the date
hereof,  payable  semiannually,  on the  twenty-eighth  (28th)
day of June and  December  in each year,  commencing  with the
June 28th or December  28th next  succeeding  the date hereof,
until  the   principal   hereof  shall  have  become  due  and
payable,  and  (b)  to  the  extent  permitted  by  law on any
overdue   payment   (including  any  overdue   prepayment)  of
principal,  any overdue  payment of  interest  and any overdue
payment  of any  Make-Whole  Amount  (as  defined  in the Note
Purchase Agreements referred to below),  payable  semiannually
as  aforesaid  (or,  at the  option of the  registered  holder
hereof,  on  demand),  at a rate per  annum  from time to time
equal to the  greater  of (i) 2.39% or (ii) 1.0% over the rate
of  interest  publicly  announced  by [The Bank of Japan] from
time to time in  Tokyo,  Japan as its  "base" or  "prime"  (or
the equivalent thereof in Japan) rate.

      Payments   of   principal   of,   interest  on  and  any
Make-Whole  Amount  with  respect  to this Note are to be made
in lawful  money of Japan at The  Chase  Manhattan  Bank,  New
York,  New York or at such other  place as the  Company  shall
have  designated by written  notice to the holder of this Note
as  provided  in the  Note  Purchase  Agreements  referred  to
below.

      This Note is one of a series of Guaranteed  Senior Notes
(herein called the "Notes")  issued  pursuant to separate Note
Purchase  Agreements,  dated as of December  28, 2001 (as from
time  to  time  amended,  the  "Note  Purchase   Agreements"),
between  the  Company  and  the  respective  Purchasers  named
therein  and  is  entitled  to  the  benefits   thereof.   The
obligations  of the  Company  under  this  Note  and the  Note
Purchase  Agreements are guaranteed  pursuant to the Guarantee
Agreements.  Each  holder of this Note will be deemed,  by its
acceptance hereof,  (i) to have agreed to the  confidentiality
provisions  set  forth  in  Section  20 of the  Note  Purchase
Agreements  and  (ii) to have  made  the  representations  set
forth in Section 6.2 of the Note Purchase Agreements.



D6






      This Note is a  registered  Note and, as provided in the
Note  Purchase  Agreements,  upon  surrender  of this Note for
registration of transfer,  duly endorsed,  or accompanied by a
written   instrument  of  transfer  duly   executed,   by  the
registered  holder  hereof  or  such  holder's  attorney  duly
authorized  in  writing,  a  new  Note  for a  like  principal
amount will be issued to, and  registered  in the name of, the
transferee.  Prior  to due  presentment  for  registration  of
transfer,  the  Company  may  treat the  person in whose  name
this Note is  registered  as the owner  hereof for the purpose
of  receiving  payment  and for all  other  purposes,  and the
Company will not be affected by any notice to the contrary.

      The Company will make required  prepayments of principal
on the  dates  and  in  the  amounts  specified  in  the  Note
Purchase  Agreements.  This Note is also  subject to  optional
prepayment,  in  whole or from  time to time in  part,  at the
times  and  on  the  terms  specified  in  the  Note  Purchase
Agreements, but not otherwise.

      If an Event of Default,  as defined in the Note Purchase
Agreements,  occurs and is  continuing,  the principal of this
Note may be  declared or  otherwise  become due and payable in
the   manner,   at  the  price   (including   any   applicable
Make-Whole  Amount)  and with the effect  provided in the Note
Purchase Agreements.



D6




      This Note shall be construed  and enforced in accordance
with,  and the rights of the  parties  shall be  governed  by,
the  laws of the  State of New  York  excluding  choice-of-law
principles  of the law of such State that  would  require  the
application  of the laws of a  jurisdiction  other  than  such
State.


                                 DENTSPLY International Inc.


                                 By_________________________
                                      [Title:]


D6



                         Exhibit 4(a)
                 (to Note Purchase Agreement)


                  Form of Opinion of Counsel
                        to the Company






D6



                        Exhibit 4.4(b)
                 (to Note Purchase Agreement)
              Form of Opinion of Special Counsel
                      to the Purchasers






D6



                         Schedule 4.9
                 (to Note Purchase Agreement)


                     Degussa Acquisition


      On  October  2,  2001,  DENTSPLY  announced  that it had
acquired  several  German  and  International   Degussa  Group
companies   which   together   constitute  the  entire  dental
business  of  the  Degussa  Group  (together  referred  to  as
"Degussa  Dental").  The  price  paid for the  Degussa  Dental
Acquisition  was  (euro)576  million  (approximately  equal to U.S.
$530  million  based  on the  exchange  rate  at the  time  of
closing).

      Degussa  Dental  designs,  develops and  manufactures  a
broad range of dental products and complete  system  solutions
used in  preventative,  restorative and orthodontic  treatment
by  dental  laboratories,  dentists,  orthodontists  and  oral
surgeons.




D6



                        Schedule 4.10
                 (to Note Purchase Agreement)

                          Guarantors


                     Ceramco Inc.
                     Ceramco Manufacturing Co.
                     DENTSPLY Finance Co.
                     DENTSPLY International Preventive Care
                     Division L.P.
                     DENTSPLY Research & Development Corp.
                     G.A.C. International, Inc.
                     Midwest Dental Products Corporation
                     Ransom & Randolph Company
                     Tulsa Dental Products Inc.



D6



                         Schedule 5.8
                 (to Note Purchase Agreement)

                          Litigation



                            None.




D6



                        Schedule 5.11
                 (to Note Purchase Agreement)

                   Licenses, Permits, Etc.



                            None.




D6



                        Schedule 5.15
                 (to Note Purchase Agreement)

                        Existing Debt


D6


EXHIBIT 4.5(a)



                                                                 CONFORMED COPY


                          DATED 13th DECEMBER, 2001





                         DENTSPLY INTERNATIONAL INC.






                 Euro 350,000,000 5.75 per cent. Notes due 2006








                        ------------------------------

                               AGENCY AGREEMENT
                        ------------------------------
















                                ALLEN & OVERY
                                    London


D7



                                   CONTENTS
Clause                                                       Page

1. Definitions and Interpretation...............................1
2. Appointment of Agents........................................4
3. Authentification and Delivery of Notes.......................4
4. Payments.....................................................5
5. Notice of any withholding or deduction.......................7
6. Redemption for Taxation Reasons..............................7
7. Publication of Notices.......................................7
8. Cancellation of Notes and Coupons............................7
9. Issue of replacement Notes and Coupons.......................8
10. Copies of documents available for inspection................9
11. Meetings of Noteholders.....................................9
12. Commissions and Expenses....................................9
13. Indemnity..................................................10
14. Responsibility of the Paying Agents........................10
15. Conditions of Appointment..................................10
16. Communications between the Parties.........................12
17. Changes in Paying Agents...................................12
18. Merger and Consolidation...................................13
19. Notification of changes to Paying Agents...................13
20. Change of Specified Office.................................13
21. Communications.............................................14
22. Taxes and Stamp Duties.....................................14
23. Amendments.................................................14
24. Contracts (Rights of Third Parties) Act 1999...............15
25. Governing Law and Submission to Jurisdiction...............15
26. Counterparts...............................................16

Schedules

Schedule 1.Part I- Form of the Temporary Global Note...........17
         Part II - Form of the Permanent Global Note...........28
Schedule 2.Part I - Form of Definitive Note and Coupon.........36
         Part II - Terms and Conditions of the Notes...........40
Schedule 3.......................................................
Provisions for Meetings of Noteholders.........................52

Signatories............................. ...............       58



D7




                          DENTSPLY INTERNATIONAL INC.

               Euro 350,000,000 5.75 per cent. Notes due 2006

                               AGENCY AGREEMENT



THIS AGREEMENT is dated 13th December, 2001 and made

BETWEEN:

(1)   DENTSPLY INTERNATIONAL INC. (the "Issuer"); and

(2)   CITIBANK,  N.A. (the "Fiscal Agent",  which  expression shall include any
     successor agent appointed under clause 17,  and,  together with any Paying
     Agent or Paying  Agents  that may be  appointed  from  time to time  under
     clause 17, the "Paying Agents" and each a "Paying Agent").

WHEREAS:

(A)   The  Issuer has agreed to issue  Euro 350,000,000  5.75 per cent.  Notes
      due 2006  (the  "Notes",  which  expression  shall  include,  unless  the
      context  otherwise  requires,   any  further  Notes  issued  pursuant  to
      Condition 13 and forming a single series with the Notes).

(B)   The  Notes  will  be  issued  in  bearer  form  in the  denominations  of
      Euro 1,000,   (euro)10,000  and  Euro 100,000  each  with  interest
      coupons ("Coupons") attached on issue.

(C)   The Notes will initially be  represented by a temporary  Global Note (the
      "Temporary  Global Note") in or substantially in the form set out in Part
      I of Schedule 1  which will be exchanged in accordance with its terms for
      a permanent Global Note (the "Permanent  Global Note" and,  together with
      the Temporary  Global Note, the "Global  Notes") in or  substantially  in
      the form set out in Part II of  Schedule  1. The  Permanent  Global  Note
      will be exchanged  for the Notes in  definitive  form only in the limited
      circumstances set out therein.

(D)   The  definitive  Notes and  Coupons  will be in or  substantially  in the
      respective  forms set out in Part I of Schedule 2.  The Conditions of the
      Notes  will be in or  substantially  in the  form set out in  Part II  of
      Schedule 2.

IT IS AGREED:

1.    Definitions and Interpretation

(1)   In this Agreement and in the Conditions:

      "Clearstream, Luxembourg" means Clearstream Banking, societe anonyme;

      "Conditions"  means the terms and  conditions  endorsed  on the Notes and
      being in or substantially in the form set out in Part II of Schedule 2;


D7





      "Coupon" means an interest coupon  appertaining to a Definitive Note, the
      coupon being in the form or  substantially  in the form set out in Part I
      of Schedule 2;

      "Couponholders"  means the  several  persons  who are for the time  being
      holders of the Coupons;

      "Definitive  Note" means a Note in definitive form issued or, as the case
      may  require,  to  be  issued  by  the  Issuer  in  accordance  with  the
      provisions of this  Agreement  and/or the  Conditions in exchange for all
      or part of a Global Note, the Definitive  Note being in or  substantially
      in the form set out in Part I of  Schedule 2  and having  the  Conditions
      endorsed on it and having Coupons attached to it on issue;

      "Euroclear  Bank"  means  Euroclear  Bank  S.A./N.V.  as  operator of the
      Euroclear System;

      "Noteholders"  means the  several  persons who are for the time being the
      bearers of Notes  save that,  in respect of the Notes or any part of them
      that are  represented  by a Global Note held on behalf of Euroclear  Bank
      and  Clearstream,  Luxembourg  each person (other than  Euroclear Bank or
      Clearstream,  Luxembourg)  who is for the time being shown in the records
      of  Euroclear  Bank or of  Clearstream,  Luxembourg  as the  holder  of a
      particular  nominal amount of the Notes (in which regard any  certificate
      or other document issued by Euroclear Bank or Clearstream,  Luxembourg as
      to the nominal  amount of the Notes standing to the account of any person
      shall be  conclusive  and  binding for all  purposes  save in the case of
      manifest  error) shall be deemed to be the holder of that nominal  amount
      of Notes (and the bearer of the relevant  Global Note shall be deemed not
      to be the  holder)  for all  purposes  other  than  with  respect  to the
      payment of  principal  or  interest on the Notes,  for which  purpose the
      bearer of the  relevant  Global  Note  shall be treated by the Issuer and
      any  Paying  Agent as the  holder  of the  Notes in  accordance  with and
      subject  to the terms of the  relevant  Global  Note and the  expressions
      "Noteholder",   "holder  of  Notes"  and  related  expressions  shall  be
      construed accordingly;

      "outstanding"  means,  in  relation  to the Notes,  all the Notes  issued
      other than:

(a)   those  Notes  which have been  redeemed  and  cancelled  pursuant  to the
           Conditions;

(b)   those  Notes in respect of which the date for  redemption  in  accordance
           with  the  Conditions   has  occurred  and  the  redemption   moneys
           (including all interest  payable thereon) have been duly paid to the
           Fiscal  Agent in the manner  provided in this  Agreement  (and where
           appropriate  notice to that effect has been given to the Noteholders
           in  accordance  with  the  Condition 11) and  remain  available  for
           payment against presentation of the Notes and/or Coupons;

(c)   those Notes which have been  purchased and  cancelled in accordance  with
           Condition 6;

(d)   those Notes in respect of which  claims  have  become void or  prescribed
           under Condition 8;
(e)

D7



      those  mutilated  or  defaced  Notes  which  have  been  surrendered  and
           cancelled  and in respect  of which  replacements  have been  issued
           pursuant to Condition 10;

(f)   (for the purpose  only of  ascertaining  the nominal  amount of the Notes
           outstanding  and  without  prejudice  to the  status  for any  other
           purpose of the  relevant  Notes)  those  Notes  which are alleged to
           have  been  lost,  stolen  or  destroyed  and in  respect  of  which
           replacements have been issued under Condition 10; and

(g)   the  Temporary  Global Note to the extent that it has been  exchanged for
           the  Permanent  Global  Note and the  Permanent  Global  Note to the
           extent that it has been exchanged for Definitive  Notes in each case
           under their respective provisions,

      provided that for the purposes of:

(i)   attending  and voting at any meeting of the  Noteholders  or any of them;
           and

(ii)  determining  how many and which Notes are for the time being  outstanding
           for  the  purposes  of  Condition  12 and  paragraphs  2, 5 and 6 of
           Schedule 4,

      those  Notes  (if any)  which are for the time  being  held by or for the
      benefit of the Issuer or any  Subsidiary  of the Issuer shall (unless and
      until ceasing to be so held) be deemed not to remain outstanding;

      "Permanent  Global Note" means a global note in the form or substantially
      in the form set out in Part II of  Schedule 1  comprising  some or all of
      the Notes; and

      "Temporary  Global Note" means a global note in the form or substantially
      in the form set out in part 1 of  Schedule  1  comprising  some or all of
      the Notes.

(2)   (a)  In  this  Agreement,   unless  the  contrary  intention  appears,  a
      reference to:

(i)   an  "amendment"  includes  a  supplement,  restatement  or  novation  and
                "amended" is to be construed accordingly;

(ii)  a "person" includes any individual,  company, unincorporated association,
                government,  state agency,  international organisation or other
                entity;

(iii) a  provision  of a law is a  reference  to that  provision  as  extended,
                amended or re-enacted;

(iv)  a clause or  schedule is a  reference  to a clause of, or a schedule  to,
                this Agreement;

(v)   a person includes its successors and assigns;

(vi)  a document is a reference to that  document as amended from time to time;
                and

(vii) a time of day is a reference to London time;



D7





(b)   The headings in this Agreement do not affect its interpretation;

(c)   Terms  defined  in the  Conditions  and  not  otherwise  defined  in this
           Agreement  shall have the same  meanings in this  Agreement,  except
           where the context otherwise requires;

(d)   All references in this Agreement to commissions,  fees, costs, charges or
           expenses  shall  include  any value added tax or similar tax charged
           or chargeable in respect thereof;

(e)   All  references  in this  Agreement  to Notes  shall,  unless the context
           otherwise requires, include any Global Note representing the Notes;

(f)   All references in this Agreement to principal  and/or interest or both in
           respect  of the Notes or to any moneys  payable by the Issuer  under
           this Agreement  shall be construed in accordance  with  Condition 5;
           and

(g)   All references in this  Agreement to Euroclear  Bank and/or  Clearstream,
           Luxembourg  shall,  whenever  the context so  permits,  be deemed to
           include  a  reference  to any  additional  or  alternative  clearing
           system approved by the Issuer and the Fiscal Agent.

2.    Appointment of Agents

(1)   The Fiscal  Agent is  appointed,  and the Fiscal  Agent agrees to act, as
      agent of the  Issuer,  upon the terms and subject to the  conditions  set
      out in this Agreement, for the following purposes:

(a)   exchanging  the Temporary  Global Note for the  Permanent  Global Note or
           Definitive  Notes,  as the case may be, in accordance with the terms
           of the  Temporary  Global  Note  and  making  all  notations  on the
           Temporary Global Note required by its terms;

(b)   exchanging the Permanent  Global Note for Definitive  Notes in accordance
           with  the  terms  of  the  Permanent  Global  Note  and  making  all
           notations on the Permanent Global Note required by its terms;

(c)   paying sums due on the Global Notes, Definitive Notes and Coupons;

(d)   arranging  on behalf of and at the  expense of the Issuer for  notices to
           be   communicated   to  the   Noteholders  in  accordance  with  the
           Conditions; and

(e)   performing  all  other  obligations  and  duties  imposed  upon it by the
           Conditions and this Agreement.

(2)   Each Paying Agent is  appointed,  and each Paying Agent agrees to act, as
      paying agent of the Issuer,  upon the terms and subject to the conditions
      set out  below,  for the  purposes  of  paying  sums due on any Notes and
      Coupons and performing all other  obligations  and duties imposed upon it
      by the Conditions and this Agreement.

(3)        The  obligations  of the  Paying  Agents  under this  Agreement  are
      several and not joint.



D7





3.         Authentification and Delivery of Notes

(1)        The Issuer  undertakes that the Permanent Global Note (duly executed
      on behalf of the Issuer) will be available to be exchanged  for interests
      in the  Temporary  Global  Note  in  accordance  with  the  terms  of the
      Temporary Global Note.

(2)        In the  event  that the  Permanent  Global  Note is  required  to be
      exchanged in accordance  with its terms,  the Issuer  undertakes  that it
      will deliver to, or to the order of, the Fiscal Agent,  Definitive  Notes
      (with   Coupons   attached)   in  an   aggregate   principal   amount  of
      Euro 350,000,000  or such lesser  amount as is the  principal  amount of
      Notes then  represented  by the Permanent  Global Note.  Each  Definitive
      Note and  Coupon so  delivered  shall be duly  executed  on behalf of the
      Issuer.

(3)        The  Issuer   authorises   and   instructs   the  Fiscal   Agent  to
      authenticate the Global Notes and any Definitive Notes.

(4)     The  Issuer   authorises  and  instructs  the  Fiscal  Agent  to  cause
      interests in the  Temporary  Global Note to be exchanged for interests in
      the the Permanent  Global Note or for Definitive  Notes,  as the case may
      be, and  interests  in the  Permanent  Global  Note to be  exchanged  for
      Definitive  Notes in accordance with their  respective  terms.  Following
      the  exchange of the last  interest in a Global  Note,  the Fiscal  Agent
      shall cause that Global Note to be cancelled  and delivered to the Issuer
      or as it may direct.

(5)        The Fiscal  Agent shall cause all Notes  delivered to and held by it
      under this  Agreement to be  maintained  in safe custody and shall ensure
      that  interests  in the  Temporary  Global  Note are only  exchanged  for
      interests in the Permanent  Global Note in  accordance  with the terms of
      the  Temporary  Global Note and this  Agreement  and that the  Definitive
      Notes are  issued  only in  accordance  with the  terms of the  Permanent
      Global Note and this Agreement.

(6)        So long as any of the Notes is  outstanding  the Fiscal Agent shall,
      within  seven days of any  request by the  Issuer,  certify to the Issuer
      the number of  Definitive  Notes held by it under this  Agreement.  In no
      event may (i) a Permanent  Global Note issued in exchange for an interest
      in a Temporary  Global Note or (ii)  Definitive  Notes issued in exchange
      for  interests in a Temporary  Global Note or a Permanent  Global Note be
      mailed  to an  address  within or  otherwise  delivered  with the  United
      States or its  possessions  (including,  for this  purpose,  Puerto Rice,
      Guam,  American  Samoa,  Wake  island,  the U.S.  Virgin  Islands and the
      Northern Mariana Islands).

4.         Payments

(1)   The Issuer will, before  10.00 a.m.  (London time), on each date on which
      any  payment  in respect of any Note  becomes  due under the  Conditions,
      transfer to an account  specified by the Fiscal Agent such amount of euro
      as shall be sufficient for the purposes of the payment.

(2)   Any funds paid by or by  arrangement  with the Issuer to the Fiscal Agent
      under subclause (1) shall be held in the relevant  account referred to in
      subclause (1) for payment to the  Noteholders  or  Couponholders,  as the
      case may be,  until any Notes or Coupons  become void under  Condition 8.
      In that event the Fiscal Agent shall repay to the Issuer sums  equivalent
      to the amounts  which would  otherwise  have been payable on the relevant
      Notes or Coupons.

(3)

D7



The Issuer  will  ensure  that no later than  10.00 a.m.  (London  time) on the
      second Business Day (as defined below) immediately  preceding the date on
      which any payment is to be made to the Fiscal Agent under  subclause (1),
      the Fiscal  Agent shall  receive a payment  confirmation  from the paying
      bank of the Issuer.  For the purposes of this  subclause,  "Business Day"
      means a day on  which  commercial  banks  and  foreign  exchange  markets
      settle  payments and are open for general  business in the United  States
      and London.

(4)   The  Fiscal  Agent  shall   notify  each  of  the  other  Paying   Agents
      immediately:

(a)   if it has not by the  relevant  date  set  out in  clause  4(1)  received
           unconditionally  the full amount in euro  required  for the payment;
           and

(b)   if it  receives  unconditionally  the full  amount of any sum  payable in
           respect of the Notes or Coupons after such date.

      The Fiscal  Agent  shall,  at the expense of the Issuer,  immediately  on
      receiving any amount as described in  subparagraph  (b),  cause notice of
      that receipt to be published under Condition 11.

(5)   The Fiscal  Agent  shall  ensure  that  payments  of both  principal  and
      interest  in respect of the  Temporary  Global  Note will only be made if
      certification  of  non-U.S.  beneficial  ownership  as  required  by U.S.
      Treasury  regulations (in the form set out in the Temporary  Global Note)
      has been received from Euroclear Bank and/or  Clearstream,  Luxembourg in
      accordance with the terms of the Temporary Global Note.

(6)   Unless it has received notice under subclause  (4)(a),  each Paying Agent
      shall pay or cause to be paid all  amounts due in respect of the Notes on
      behalf of the Issuer in the manner  provided  in the  Conditions.  If any
      payment  provided  for in  subclause  (1) is made late but  otherwise  in
      accordance  with the provisions of this  Agreement,  the relevant  Paying
      Agent shall  nevertheless make payments in respect of the Notes as stated
      above following receipt by it of such payment.

(7)   If for any reason the Fiscal Agent  considers in its sole discretion that
      the  amounts to be  received  by it under  subclause (1)  will be, or the
      amounts  (in  same  day  cleared  funds)  actually  received  by it  are,
      insufficient  to  satisfy  all claims in  respect  of all  payments  then
      falling due in respect of the Notes,  no Paying Agent shall be obliged to
      pay any such claims  until the Fiscal  Agent has received the full amount
      of all such payments.

(8)   Without  prejudice  to  subclauses  (6) and (7), if the Fiscal Agent pays
      any  amounts to the  holders  of Notes or Coupons or to any other  Paying
      Agent at a time when it has not  received  payment  in full in respect of
      the Notes in accordance  with subclause (1) (the excess of the amounts so
      paid over the  amounts so  received  being the  "Shortfall"),  the Issuer
      will, in addition to paying  amounts due under  subclause (1), pay to the
      Fiscal Agent on demand  interest (at a rate which  represents  the Fiscal
      Agent's  cost  of  funding  the  Shortfall)  on  the  Shortfall  (or  the
      unreimbursed  portion  thereof)  until the  receipt in full by the Fiscal
      Agent of the Shortfall.

(9)

D7



The Fiscal Agent shall on demand  promptly  reimburse  each of the other Paying
      Agents for  payments  in respect of Notes  properly  made by such  Paying
      Agent in accordance  with this  Agreement and the  Conditions  unless the
      Fiscal  Agent  has  notified  the  relevant  Paying  Agent,  prior to its
      opening  of  business  on the due date of a  payment  in  respect  of the
      Notes, that the Fiscal Agent does not expect to receive  sufficient funds
      to make payment of all amounts falling due in respect of the Notes.

(10)  Whilst any Notes are  represented  by Global  Notes,  all payments due in
      respect of the Notes  shall be made to, or to the order of, the holder of
      the Global  Notes,  subject to and in accordance  with the  provisions of
      the Global Notes.  On the occasion of each  payment,  the Paying Agent to
      which any  Global  Note was  presented  for the  purpose  of  making  the
      payment  shall  cause the  appropriate  Schedule to the Global Note to be
      annotated  so as to evidence  the  amounts  and dates of the  payments of
      principal and/or interest as applicable.

(11)  If the amount of principal  and/or  interest  then due for payment is not
      paid in full (otherwise than by reason of a deduction  required by law to
      be made or a  certification  required  by the  terms of a Note not  being
      received),  the  Paying  Agent to which a Note or Coupon (as the case may
      be) is  presented  for the  purpose  of making the  payment  shall make a
      record of the  shortfall  on the  relevant  Note or Coupon and the record
      shall,  in the absence of manifest  error,  be prima facie  evidence that
      the payment in question has not to that extent been made.

5.    Notice of any withholding or deduction

(1)   If the  Issuer  is, in  respect  of any  payment in respect of the Notes,
      compelled  to withhold or deduct any amount for or on account of Taxes as
      contemplated  under Condition 7, it shall give notice of that fact to the
      Fiscal Agent as soon as it becomes aware of the  requirement  to make the
      withholding  or  deduction  and  shall  give  to the  Fiscal  Agent  such
      information  as it  shall  require  to  enable  it  to  comply  with  the
      requirement.

(2)   If any  Paying  Agent is, in  respect  of any  payment  of  principal  or
      interest  in respect of the Notes,  compelled  to  withhold or deduct any
      amount  for  or  on  account  of  any  taxes,   duties,   assessments  or
      governmental  charges as contemplated  under the  Conditions,  other than
      arising under  subclause (1) or by virtue of the relevant  holder failing
      to  satisfy  any  certification  or other  requirement  in respect of its
      Notes,  it shall  give  notice of that fact to the  Issuer and the Fiscal
      Agent  as soon as it  becomes  aware of the  compulsion  to  withhold  or
      deduct.

6.    Redemption for Taxation Reasons

      If the Issuer decides to redeem the Notes for the time being  outstanding
      under Condition 6(2),  it shall give notice of the decision to the Fiscal
      Agent at least 75 days before the proposed redemption date.

7.    Publication of Notices

      On behalf of and at the request  and  expense of the  Issuer,  the Fiscal
      Agent shall  cause to be  published  all notices  required to be given by
      the Issuer to the Noteholders in accordance with the Conditions.



D7





8.    Cancellation of Notes and Coupons

(1)   All Notes which are  redeemed,  Global Notes which are  exchanged in full
      and all Coupons  which are paid shall be cancelled by the Paying Agent by
      which they are redeemed,  exchanged or paid. Where Notes are purchased by
      or on behalf of the Issuer or any of its  Subsidiaries  the Issuer  shall
      procure  that those Notes  (together,  in the case of  Definitive  Notes,
      with all unmatured  Coupons attached to them) are promptly  cancelled and
      delivered  to the  Fiscal  Agent  or its  authorised  agent.  Each of the
      Paying  Agents  shall give to the Fiscal  Agent  details of all  payments
      made by it and shall  deliver  all  cancelled  Notes and  Coupons  to the
      Fiscal Agent or as the Fiscal Agent may specify.

(2)   The  Fiscal  Agent  shall  deliver  to the  Issuer as soon as  reasonably
      practicable  and in any event  within three months after the date of each
      repayment,  payment,  cancellation or replacement,  as the case may be, a
      certificate stating:

(a)   the  aggregate  nominal  amount of Notes which have been redeemed and the
           aggregate amount paid in respect of them;

(b)   the number of Notes cancelled  together (in the case of Definitive Notes)
           with details of all unmatured  Coupons attached to them or delivered
           with them;

(c)   the aggregate amount paid in respect of interest on the Notes;

(d)   the  total  number  of each  denomination  by  maturity  date of  Coupons
           cancelled; and

(e)   (in the case of Definitive Notes) the serial numbers of the Notes.

(3)   The Fiscal  Agent shall  (unless  otherwise  instructed  by the Issuer in
      writing)  destroy  all  cancelled  Notes  and  Coupons  and,  immediately
      following  their  destruction,  send to the Issuer a certificate  stating
      the  serial  numbers of the Notes (in the case of  Definitive  Notes) and
      the number by maturity date of Coupons destroyed.

(4)   Without  prejudice to the obligations of the Fiscal Agent under subclause
      (2), the Fiscal Agent shall keep a full and complete  record of all Notes
      and  Coupons  (other  than  serial  numbers  of  Coupons)  and  of  their
      redemption,  purchase on behalf of the Issuer or any of its  Subsidiaries
      and cancellation,  payment or replacement (as the case may be) and of all
      replacement  Notes or  Coupons  issued  in  substitution  for  mutilated,
      defaced,  destroyed,  lost or stolen Notes or Coupons in accordance  with
      clause 9. The  Fiscal  Agent  shall in  respect  of the  Coupons  of each
      maturity  retain until the expiry of five years from the Relevant Date in
      respect  of such  Coupons  either all paid or  exchanged  Coupons of that
      maturity  or a list of the serial  numbers  of  Coupons of that  maturity
      still  remaining  unpaid or  unexchanged.  The Fiscal  Agent shall at all
      reasonable  times make the record available to the Issuer and any persons
      authorised  by it for  inspection  and for the  taking of copies of it or
      extracts from it.

9.    Issue of replacement Notes and Coupons

(1)   The Issuer will cause a sufficient  quantity of additional forms of Notes
      and Coupons to be  available,  upon  request,  to the Fiscal Agent at its
      specified  office  for the  purpose  of  issuing  replacement  Notes  and
      Coupons as provided below.

(2)

D7



The Fiscal Agent will,  subject to and in accordance with the  Condition 10 and
      this clause,  cause to be  delivered  any  replacement  Notes and Coupons
      which the Issuer  may  determine  to issue in place of Notes and  Coupons
      which have been lost, stolen, mutilated, defaced or destroyed.

(3)   In the case of a  mutilated  or  defaced  Note,  the Fiscal  Agent  shall
      ensure that (unless  otherwise  covered by such indemnity and surety bond
      as the Issuer may require) any  replacement  Note will only have attached
      to it  Coupons  corresponding  to  those  attached  to the  mutilated  or
      defaced Note which is presented for replacement.

(4)   The Fiscal  Agent shall obtain  verification  in the case of an allegedly
      lost,  stolen or destroyed  Note or Coupon in respect of which the serial
      number  is  known,  that  the  Note or  Coupon  has not  previously  been
      redeemed,  paid or exchanged,  as the case may be. The Fiscal Agent shall
      not issue any  replacement  Note or Coupon  unless and until the claimant
      shall have:

(a)   paid such costs and  expenses as may be incurred in  connection  with the
           replacement;

(b)   provided it with such evidence and  indemnity  including a surety bond as
           the Issuer may require; and

(c)   in the case of any  mutilated or defaced Note or Coupon,  surrendered  it
           to the Fiscal Agent.

(5)   The Fiscal Agent shall cancel any  mutilated or defaced Notes and Coupons
      in respect of which  replacement Notes and Coupons have been issued under
      this clause and shall furnish the Issuer with a  certificate  stating the
      serial  numbers of the Notes and  Coupons  received  by it and  cancelled
      pursuant to this clause and,  unless  otherwise  instructed by the Issuer
      in writing,  shall destroy those Notes and Coupons and furnish the Issuer
      with a destruction  certificate  containing the information  specified in
      clause 8(2).

(6)   The Fiscal  Agent  shall,  on  issuing  any  replacement  Note or Coupon,
      immediately  inform the Issuer and the other Paying  Agents of the serial
      number of the  replacement  Note or Coupon  issued  and (if known) of the
      serial  number of the Note or  Coupon  in place of which the  replacement
      Note or Coupon has been issued.  Whenever  replacement Coupons are issued
      under this  clause,  the Fiscal  Agent shall also notify the other Paying
      Agents of the maturity dates of the lost, stolen,  mutilated,  defaced or
      destroyed Coupons and of the replacement Coupons issued.

(7)   Whenever  any Note or Coupon for which a  replacement  Note or Coupon has
      been  issued  and in  respect  of which  the  serial  number  is known is
      presented to a Paying Agent for payment,  the relevant Paying Agent shall
      immediately send notice of that fact to the Issuer the Fiscal Agent.

10.   Copies of documents available for inspection

      Each  Paying  Agent  shall hold copies of this  Agreement  available  for
      inspection by Noteholders  and  Couponholders.  For these  purposes,  the
      Issuer shall  provide the Paying  Agents with  sufficient  copies of this
      Agreement.



D7





11.   Meetings of Noteholders

(1)   The  provisions of Schedule 4 shall apply to meetings of the  Noteholders
      and shall have effect in the same manner as if set out in this Agreement.

(2)   Without  prejudice to  subclause  (1),  each of the Paying  Agents on the
      request of any holder of Notes shall issue voting  certificates and block
      voting  instructions in accordance with Schedule 4 and shall  immediately
      give notice to the Issuer in writing of any  revocation or amendment of a
      block  voting  instruction.  Each of the Paying  Agents  will keep a full
      and  complete  record  of  all  voting   certificates  and  block  voting
      instructions  issued by it and will,  not less than  24 hours  before the
      time  appointed  for holding a meeting or adjourned  meeting,  deposit at
      such place as the Fiscal Agent shall  approve,  full  particulars  of all
      voting  certificates  and  block  voting  instructions  issued  by  it in
      respect of the meeting or adjourned meeting.

12.   Commissions and Expenses

(1)   The Issuer  agrees to pay to the Fiscal  Agent such fees and  commissions
      as the Issuer and the Fiscal Agent shall  separately  agree in writing in
      respect  of the  services  of the  Paying  Agents  under  this  Agreement
      together with any out of pocket expenses (including,  but not limited to,
      legal,  printing,  postage, fax, cable and advertising expenses) properly
      incurred by the Paying Agents in  connection  with their  services  under
      this Agreement.

(2)   The Fiscal Agent will make payment of the fees and  commissions due under
      this  Agreement  to the other  Paying  Agents  and will  reimburse  their
      expenses  promptly  after the  receipt of the  relevant  moneys  from the
      Issuer.   The  Issuer  shall  not  be  responsible  for  any  payment  or
      reimbursement by the Fiscal Agent to the other Paying Agents.

13.   Indemnity

(1)   The Issuer shall  indemnify each of the Paying Agents against any losses,
      liabilities,  costs,  claims,  actions,  demands or  expenses  (together,
      "Losses") (including,  but not limited to, all costs, legal fees, charges
      and  expenses  (together,  "Expenses")  paid or incurred in  disputing or
      defending  any Losses) which it may incur or which may be made against it
      as a result of or in connection  with its  appointment or the exercise of
      its  powers and duties  under  this  Agreement  except for any Losses and
      Expenses resulting from its own default,  negligence or bad faith or that
      of its officers,  directors or employees or the breach by it of the terms
      of this Agreement.

(2)   Each  Paying  Agent  shall  severally  indemnify  the Issuer  against any
      Losses  (including,  but not limited to, all Expenses paid or incurred in
      disputing  or defending  any Losses)  which the Issuer may incur or which
      may be made  against  the  Issuer as a result of the breach by the Paying
      Agent of the terms of this  Agreement or its default,  negligence  or bad
      faith  or  that  of  its  officers,  directors  or  employees.  Under  no
      circumstances  will any Paying  Agent be liable to the Issuer for loss of
      business,  goodwill,  opportunity  or profit even if the relevant  Paying
      Agent is advised of the possibility of such loss.

(3)   The  indemnities  set out above  shall  survive any  termination  of this
      Agreement.



D7





14.   Responsibility of the Paying Agents

(1)   No Paying  Agent  shall be  responsible  to anyone  with  respect  to the
      validity  of this  Agreement  or the Notes or  Coupons  or for any act or
      omission by it in  connection  with this  Agreement or any Note or Coupon
      except for its own default,  negligence or bad faith,  including  that of
      its officers, directors and employees.

(2)   No Paying Agent shall have any duty or  responsibility in the case of any
      default by the Issuer in the  performance  of its  obligations  under the
      Conditions  or,  in the  case  of  receipt  of a  written  demand  from a
      Noteholder  or  Couponholder,  with  respect  to such  default,  provided
      however that  immediately  on receiving  notice given by a Noteholder  in
      accordance  with Condition 9, the Fiscal Agent notifies the Issuer of the
      fact and furnishes it with a copy of the notice.

(3)   Whenever in the  performance  of its duties under this Agreement a Paying
      Agent  shall  deem it  desirable  that any matter be  established  by the
      Issuer  prior to taking or  suffering  any action  under this  Agreement,
      such  matter  may  be  deemed  to  be   conclusively   established  by  a
      certificate  signed by a duly  authorised  person on behalf of the Issuer
      and  delivered  to the Paying Agent and the  certificate  shall be a full
      authorisation  to the Paying  Agent for any action  taken or  suffered in
      good faith by it under the  provisions of this Agreement in reliance upon
      the certificate.

15.   Conditions of Appointment

(1)   Each Paying  Agent shall be entitled to deal with money paid to it by the
      Issuer for the  purpose  of this  Agreement  in the same  manner as other
      money paid to a banker by its customers except:

(a)   that it shall not exercise  against the Issuer or any holders of Notes or
           Coupons  any right of set-off,  lien or similar  claim in respect of
           the money; and

(b)   that it shall not be liable to account to the Issuer for any  interest on
           the money.

(2)   No money held by any Paying Agent need be  segregated  except as required
      by law.

(3)   In acting under this  Agreement and in connection  with the Notes and the
      Coupons,  each  Paying  Agent  shall act solely as an agent of the Issuer
      and will not assume any obligations  towards or relationship of agency or
      trust for or with any of the owners or holders of the Notes or Coupons.

(4)   Each Paying  Agent  undertakes  to the Issuer to perform its duties,  and
      shall be obliged to perform the duties and only the duties,  specifically
      stated in this  Agreement  and the  Conditions  and no implied  duties or
      obligations  shall be read into any of those documents against any Paying
      Agent,  other  than the duty to act  honestly  and in good  faith  and to
      exercise  the  diligence  of a  reasonably  prudent  agent in  comparable
      circumstances.

(5)

D7



The Fiscal  Agent may consult  with legal and other  professional  advisers and
      the opinion of the  advisers  shall be full and  complete  protection  in
      respect of any action taken,  omitted or suffered under this Agreement in
      good faith and in accordance with the opinion of the advisers.

(6)   Each Paying  Agent shall be  protected  and shall incur no  liability  in
      respect of any action  taken,  omitted or  suffered  in  reliance  on any
      instruction from the Issuer or any document which it reasonably  believes
      to be  genuine  and to have  been  delivered  by the  proper  party or on
      written instructions from the Issuer.

(7)   Any Paying Agent and its  officers,  directors  and  employees may become
      the owner of,  and/or  acquire any interest in, any Notes or Coupons with
      the  same  rights  that  it or he  would  have  had if the  Paying  Agent
      concerned were not appointed under this  Agreement,  and may engage or be
      interested in any financial or other  transaction with the Issuer and may
      act on, or as depositary,  trustee or agent for, any committee or body of
      holders of Notes or Coupons or in connection  with any other  obligations
      of the Issuer as freely as if the Paying Agent were not  appointed  under
      this Agreement.

(8)   The Issuer shall  provide the Fiscal  Agent with a certified  copy of the
      list of persons  authorised  to execute  documents and take action on its
      behalf in  connection  with this  Agreement  and shall  notify the Fiscal
      Agent  immediately  in  writing  if any of  those  persons  ceases  to be
      authorised or if any additional person becomes  authorised  together,  in
      the case of an additional  authorised person, with evidence  satisfactory
      to the Fiscal Agent that the person has been authorised.

(9)   Except as ordered by a court of competent  jurisdiction or as required by
      law or applicable  regulations,  the Issuer and each of the Paying Agents
      shall be  entitled  to treat  the  bearer  of any Note or  Coupon  as the
      absolute  owner of it (whether  or not it is overdue and  notwithstanding
      any notice of ownership  or writing on it or notice of any previous  loss
      or theft of it).

(10)  The Fiscal  Agent  shall not be under any  obligation  to take any action
      under this  Agreement  which it  expects  will  result in any  expense or
      liability  accruing to it, the payment of which within a reasonable  time
      is not, in its reasonable opinion, assured to it.

16.   Communications between the Parties

      A copy of all  communications  relating  to the  subject  matter  of this
      Agreement  between the Issuer and any Paying Agent (other than the Fiscal
      Agent) shall be sent to the Fiscal Agent.

17.   Changes in Paying Agents

(1)   The Issuer may terminate the  appointment of any Paying Agent at any time
      and/or appoint  additional or other Paying Agents by giving to the Paying
      Agent whose appointment is concerned and, where  appropriate,  the Fiscal
      Agent at least  90 days'  prior written  notice to that effect,  provided
      that, so long as any of the Notes is outstanding:

(a)   in the case of a Paying  Agent,  the notice  shall not  expire  less than
           45 days before any due date for the payment of interest; and

(b)

D7



      notice  shall be given under  Condition 11  at least  30 days  before the
           removal or appointment of a Paying Agent.

(2)   Notwithstanding the provisions of subclause (1),  if at any time a Paying
      Agent becomes  incapable of acting, or is adjudged bankrupt or insolvent,
      or files a voluntary  petition in bankruptcy  or makes an assignment  for
      the  benefit  of its  creditors  or  consents  to the  appointment  of an
      administrator,  liquidator or  administrative or other receiver of all or
      any substantial part of its property, or if an administrator,  liquidator
      or  administrative  or other  receiver  of it or of all or a  substantial
      part of its property is appointed,  or it admits in writing its inability
      to pay or meet its debts as they may  mature or  suspends  payment of its
      debts,  or if an order of any court is  entered  approving  any  petition
      filed by or against it under the provisions of any applicable  bankruptcy
      or insolvency  law or if a public  officer takes charge or control of the
      Paying   Agent  or  of  its  property  or  affairs  for  the  purpose  of
      rehabilitation,  administration or liquidation,  the Issuer may forthwith
      without notice  terminate the  appointment of the Paying Agent,  in which
      event  notice  shall be given to the  Noteholders  under  Condition 11 as
      soon as is practicable.

(3)   All or any of the Paying Agents may resign their respective  appointments
      under  this  Agreement  at any time by giving to the  Issuer  and,  where
      appropriate,  the Fiscal Agent at least  90 days' prior written notice to
      that effect  provided  that, so long as any of the Notes is  outstanding,
      the notice  shall not,  in the case of a Paying  Agent,  expire less than
      45 days  before any due date for the payment of  interest.  If the Fiscal
      Agent shall resign or be removed  pursuant to subclauses (1) or (2) above
      or in accordance  with this  subclause (3), the Issuer shall promptly and
      in any event  within 30 days  appoint a successor  (being a leading  bank
      acting  through its office in London).  If the Issuer  fails to appoint a
      successor within such period,  the Fiscal Agent may select a leading bank
      acting through its office in London to act as Fiscal Agent  hereunder and
      the Issuer shall appoint that bank as the successor Fiscal Agent.

(4)   Notwithstanding  the  provisions of subclauses  (1), (2) and (3), so long
      as any of the Notes is  outstanding,  the  termination of the appointment
      of a Paying  Agent  (whether by the Issuer or by the  resignation  of the
      Paying  Agent)  shall  not be  effective  unless  upon the  expiry of the
      relevant notice there is:

(a)   a Fiscal Agent; and

(b)   a Paying Agent in the place or places required by Condition 5(6).

(5)   Any successor  Paying Agent shall execute and deliver to its predecessor,
      the Issuer and the Fiscal Agent an instrument  accepting the  appointment
      under  this  Agreement,  and the  successor  Paying  Agent,  without  any
      further  act,  deed or  conveyance,  shall  become  vested  with  all the
      authority, rights, powers, trusts, immunities,  duties and obligations of
      the  predecessor  with  like  effect as if  originally  named as a Paying
      Agent.

(6)   If the  appointment  of a Paying Agent under this Agreement is terminated
      (whether by the Issuer or by the  resignation of the Paying  Agent),  the
      Paying Agent shall:



D7





(a)   on the  date  on  which  the  termination  takes  effect  deliver  to its
           successor  Paying  Agent (or, if none,  the Fiscal  Agent) all Notes
           and Coupons  surrendered to it but not yet destroyed and all records
           concerning  the Notes and  Coupons  maintained  by it  (except  such
           documents  and  records  as it is obliged  by law or  regulation  to
           retain or not to release);

(b)   pay to its successor  Paying Agent (or, if none, to the Fiscal Agent) the
           amounts (if any) held by it under this Agreement,  but shall have no
           other duties or responsibilities under this Agreement; and

(c)   be  entitled to the  payment by the Issuer of the  commissions,  fees and
           expenses  payable in respect of its  services  under this  Agreement
           before the termination in accordance with the terms of clause 12.

18.   Merger and Consolidation

      Any  corporation  into which any Paying Agent may be merged or converted,
      or any corporation with which a Paying Agent may be consolidated,  or any
      corporation  resulting from any merger,  conversion or  consolidation  to
      which a Paying  Agent  shall be a party,  or any  corporation  to which a
      Paying Agent shall sell or otherwise  transfer all or  substantially  all
      of  its  assets  shall,   on  the  date  when  the  merger,   conversion,
      consolidation or transfer  becomes  effective and to the extent permitted
      by any  applicable  laws,  become the  successor  Paying Agent under this
      Agreement  without  the  execution  or filing of any paper or any further
      act on the  part of the  parties  to  this  Agreement,  unless  otherwise
      required by the Issuer,  and after the said effective date all references
      in this  Agreement  to the  relevant  Paying  Agent shall be deemed to be
      references  to such  successor  corporation.  Written  notice of any such
      merger, conversion,  consolidation or transfer shall immediately be given
      to the Issuer by the relevant Paying Agent.

19.   Notification of changes to Paying Agents

      Following  receipt of notice of resignation from a Paying Agent and after
      appointing  a  successor  or new  Paying  Agent or on  giving  notice  to
      terminate  the  appointment  of any Paying  Agent,  the Fiscal  Agent (on
      behalf of and at the  expense  of the  Issuer)  shall give or cause to be
      given not more than 45 days'  nor less than  30 days'  notice of the fact
      to the Noteholders in accordance with the Conditions.

20.   Change of Specified Office

      If any Paying Agent  determines to change its  specified  office it shall
      give to the  Issuer  and the  Fiscal  Agent  written  notice of that fact
      giving the  address of the new  specified  office  which  shall be in the
      same city and  stating  the date on which the  change is to take  effect,
      which shall not be less than 45 days  after the notice.  The Fiscal Agent
      (on behalf and at the  expense of the  Issuer)  shall  within  15 days of
      receipt of the notice  (unless the  appointment  of the  relevant  Paying
      Agent is to  terminate  pursuant to  clause 21 on or prior to the date of
      the  change)  give or cause to be given not more than  45 days'  nor less
      than 30 days'  notice of the change to the Noteholders in accordance with
      the Conditions.


D7





21.   Communications

      Any  notice  required  to be given  under  this  Agreement  to any of the
      parties shall be delivered in person,  sent by pre-paid post (first class
      if inland, first class airmail if overseas) or by facsimile addressed to:

     The Issuer:         DENTSPLY International Inc.
                         570 W. College Avenue
                         York
                         Pennsylvania 17405-0872
                         United States

                         Facsimile No: 001 717 849 4753
                         (Attention: Brian Addison, Secretary)

     The Fiscal Agent:   Citibank, N.A.
                         Agency & Trust
                         5 Carmelite Street
                         London EC4Y 0PA

                         Facsimile No: 0044 20 7508 3878
                         (Attention: Citibank Agency and
                         Trust)


      or such other  address of which  notice in writing  has been given to the
      other parties to this Agreement under the provisions of this clause.

      Any such notice  shall take effect,  if delivered in person,  at the time
      of  delivery,  if sent by post,  three days in the case of inland post or
      seven days in the case of overseas post after despatch,  and, in the case
      of facsimile,  24 hours after the time of despatch,  provided that in the
      case of a notice  given  by  facsimile  transmission  such  notice  shall
      forthwith be confirmed by post.  The failure of the  addressee to receive
      such  confirmation  shall not  invalidate  the  relevant  notice given by
      facsimile.

22.   Taxes and Stamp Duties

      The Issuer  agrees to pay any and all stamp and other  documentary  taxes
      or  duties  which  may be  payable  in  connection  with  the  execution,
      delivery, performance and enforcement of this Agreement.

23.   Amendments

      This  Agreement  may be  amended  by the  Issuer  and the  Fiscal  Agent,
      without  the  consent of any other  Paying  Agent or the  Noteholders  or
      Couponholders, either:

(a)   for the  purpose of curing any  ambiguity  or of  curing,  correcting  or
           supplementing any defective  provision  contained in this Agreement;
           or

(b)   in any manner which is not  materially  prejudicial  to the  interests of
           the Noteholders.



D7





      Any modification  made under  subparagraph (a) or (b) shall be binding on
      the Paying Agents,  the  Noteholders and the  Couponholders  and shall be
      notified to the  Noteholders  in accordance  with Condition 11 as soon as
      practicable after it has been agreed.

24.   Contracts (Rights of Third Parties) Act 1999

      A person  who is not a party to this  Agreement  has no right  under the
      Contracts  (Rights of Third  Parties)  Act 1999 to  enforce  any term of
      this Agreement,  but this does not affect any right or remedy of a third
      party which exists or is available apart from that Act.

25.   Governing Law and Submission to Jurisdiction

(1)   This  Agreement  is governed  by, and shall be  construed  in  accordance
      with, the laws of England.

(2)   The Issuer the Fiscal Agent and the Paying Agents  irrevocably agree that
      the courts of England  are to have  jurisdiction  to settle any  disputes
      which may  arise out of or in  connection  with this  Agreement  and that
      accordingly  any suit,  action or  proceedings  (together  referred to as
      "Proceedings")  arising out of or in connection  with this  Agreement may
      be brought in such courts.

(3)   The Issuer,  the Fiscal Agent and the Paying Agents irrevocably waive any
      objection  which  any  may  have  to  the  laying  of  the  venue  of any
      Proceedings  in any such  courts and any claim that any such  Proceedings
      have been brought in an inconvenient forum and further  irrevocably agree
      that a judgment in any  Proceedings  brought in the English  courts shall
      be conclusive  and binding upon them and may be enforced in the courts of
      any other jurisdiction.

(4)   Nothing  contained in this  clause shall  limit any right of any parts to
      this  Agreement  to take  Proceedings  in any  other  court of  competent
      jurisdiction,  nor  shall  the  taking  of  Proceedings  in one  or  more
      jurisdictions   preclude   the  taking  of   Proceedings   in  any  other
      jurisdiction, whether concurrently or not.

(5)   The Issuer  appoints  Denton  Wilde Sapte at its office at 1 Fleet Place,
      London  EC4M 7WS as its agent for  service  of  process,  and  undertakes
      that,  in the event of Denton Wilde Sapte ceasing so to act or ceasing to
      be registered in England,  it will appoint another person,  as the Fiscal
      Agent may  approve,  as its agent for  service  of  process in England in
      respect of any Proceedings.

(6)   The Issuer:

(a)   agrees to procure that, so long as any of the Notes remains  outstanding,
           there  shall  be in force an  appointment  of such a person  with an
           office in London with authority to accept service as aforesaid;

(b)   agrees that  failure by any such person to give notice of such service of
           process to the Issuer  shall not impair the validity of such service
           or of any judgment based thereon;

(c)

D7



      consents to the service of process in respect of any  Proceedings  by the
           airmailing of copies,  postage prepaid,  to the Issuer in accordance
           with clause 21; and

(d)   agrees that  nothing in this  Agreement  shall  affect the right to serve
           process in any other manner permitted by law.

26.   Counterparts

      This  Agreement may be executed in any number of  counterparts,  and this
      has the same effect as if the  signatures on the  counterparts  were on a
      single copy of this Agreement.


D7



                                  SCHEDULE 1

                                    PART I

                       FORM OF THE TEMPORARY GLOBAL NOTE

     ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
      LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE
  LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE
                                     CODE.

                          DENTSPLY INTERNATIONAL INC.

                             TEMPORARY GLOBAL NOTE

             (euro)350,000,000 5.75 per cent. Notes due 2006


This temporary  Global Note is issued in respect of the  (euro)350,000,000  5.75
per cent.  Notes due 2006 (the  "Notes") of  DENTSPLY  International  Inc.  (the
"Issuer").  The Notes are issued  subject  to and have the  benefit of an Agency
Agreement (the "Agency Agreement") dated 13th December,  2001 between the Issuer
and Citibank,  N.A. as Fiscal Agent (the "Fiscal  Agent").  The Notes are issued
subject  to  and  with  the  benefit  of  the   Conditions  of  the  Notes  (the
"Conditions") set out in Part II of Schedule 2 to the Agency Agreement.

1.   Promise to Pay

     Subject as provided in this temporary  Global Note, the Issuer,  for value
     received,  promises to pay the bearer upon  presentation  and surrender of
     this  temporary  Global Note such sum as is equal to the principal  amount
     of the Notes  represented  by this  temporary  Global Note as shown in the
     title of this  temporary  Global Note or such lesser amount as is shown by
     the latest  entry in Part I or Part II of the  Schedule to this  temporary
     Global  Note  on  13th  December,  2006  or on  such  earlier  date as the
     principal  of  this  temporary  Global  Note  may  become  due  under  the
     Conditions  and to pay  interest on the  principal  sum for the time being
     outstanding  at the rate of 5.75 per cent.  per annum from 13th  December,
     2001  payable  annually in arrear on 13th  December  until  payment of the
     principal  sum has been made or duly  provided for in full  together  with
     any  other  amounts  as may be  payable,  all  subject  to and  under  the
     Conditions.

2.   Exchange for Permanent Global Note and Purchases

     Upon  (a) any  exchange  of the whole or a part of this  temporary  Global
     Note for an interest  in the  permanent  Global  Note or for a  definitive
     Note,  (b) receipt of  instructions  from  Euroclear Bank or  Clearstream,
     Luxembourg  (both as defined below) that,  following the purchase by or on
     behalf of the Issuer or any of its  subsidiaries of the whole or a part of
     this temporary  Global Note, part is to be cancelled or (c) any redemption
     of the whole or a part of this temporary


D7



     Global Note, the portion of the principal  amount of this temporary Global
     Note so exchanged,  purchased  and cancelled or redeemed  shall be entered
     by or on behalf of the  Fiscal  Agent on  Part I of the  Schedule  to this
     temporary  Global Note,  whereupon the principal  amount of this temporary
     Global Note shall be reduced for all purposes by the amount so  exchanged,
     purchased and cancelled or redeemed and entered.

     Any person who would,  but for the  provisions  of this  temporary  Global
     Note and of the Agency Agreement,  otherwise be entitled to receive either
     (i) an interest in the  permanent  Global  Note or (ii)  definitive  Notes
     shall not be entitled to require the  exchange of an  appropriate  part of
     this  temporary  Global Note for an interest in the permanent  Global Note
     or definitive  Notes unless and until he shall have delivered or caused to
     be delivered to Euroclear  Bank  S.A./N.V.,  as operator of the  Euroclear
     System  ("Euroclear  Bank")  or  Clearstream   Banking,   societe  anonyme
     ("Clearstream,  Luxembourg")  a certificate in  substantially  the form of
     the   certificate attached   as   Exhibit B   (copies  of  which  form  of
     certificate  will  be  available  at the  offices  of  Euroclear  Bank  in
     Brussels and  Clearstream,  Luxembourg  in  Luxembourg  and the  specified
     offices of each Paying Agent named in the Agency Agreement).

     The  permanent  Global Note to be issued in exchange for interests in this
     temporary  Global  Note  will  be  substantially  in the  form  set out in
     Part II of Schedule 1 to the Agency Agreement.

     The  permanent  Global  Note  will only  have an entry  made to  represent
     definitive  Notes after the date which is 40 days after the  closing  date
     for the Notes (the "Exchange Date").

     On or after the Exchange  Date,  interests in this  temporary  Global Note
     may be  exchanged  for  interests  in a duly  executed  and  authenticated
     permanent  Global Note  without  charge and the Fiscal Agent or such other
     person as the Fiscal Agent may direct (the  "Exchange  Agent")  shall make
     the  appropriate  entry on Part I of the Schedule to the permanent  Global
     Note,  in full or partial  exchange for this  temporary  Global  Note,  in
     order that the permanent  Global Note  represents  an aggregate  principal
     amount of Notes equal to the  principal  amount of this  temporary  Global
     Note  submitted  for  exchange.  Notwithstanding  the  foregoing,  no such
     entry shall be made on the  permanent  Global Note unless there shall have
     been presented to the Exchange Agent a certificate  from Euroclear Bank or
     Clearstream,  Luxembourg  substantially  in the  form  of the  certificate
     attached as Exhibit A.

     Notwithstanding  the foregoing,  where this temporary  Global Note has been
     exchanged in part for the  permanent  Global Note pursuant to the foregoing
     and  definitive  Notes have been issued in exchange for the total amount of
     Notes  represented  by the  permanent  Global  Note  pursuant  to its terms
     because  Euroclear  Bank and/or  Clearstream,  Luxembourg do not regard the
     permanent  Global  Note to be fungible  with such  definitive  Notes,  then
     interests in this temporary  Global Note will no longer be exchangeable for
     interests in the permanent Global Note but will be exchangeable, in full or
     partial  exchange,  for duly executed and  authenticated  definitive Notes,
     without  charge,  in the  denominations  of (euro)1,000,  (euro)10,000  and
     (euro)100,000 each with interest coupons attached, such definitive Notes to
     be  substantially in the form set out in Part I of Schedule 2 to the Agency
     Agreement.  Notwithstanding the foregoing, definitive Notes shall not be so
     issued and delivered unless there shall have been presented to the Exchange
     Agent  a  certificate  from  Euroclear  Bank  or  Clearstream,   Luxembourg
     substantially in the form of the certificate attached as Exhibit A.


D7





     In no event may the permanent  Global Note or  definitive  Notes issued in
     exchange  for  interests  in this  temporary  Global  Note be mailed to an
     address  within or  otherwise  delivered  within the United  States or its
     possessions  (including,  for this purpose,  Puerto Rico,  Guam,  American
     Samoa,  Wake Island,  the U.S.  Virgin  Islands and the  Northern  Mariana
     Islands).

3.   Benefits

     Until the entire  principal  amount of this temporary Global Note has been
     extinguished in exchange for the permanent  Global Note and/or  definitive
     Notes,  this temporary  Global Note shall (save as provided herein) in all
     respects  be  entitled  to  the  same  benefits  as the  definitive  Notes
     referred to above,  except that the holder of this  temporary  Global Note
     shall only be entitled to receive  any  payment on this  temporary  Global
     Note on presentation of certificates as provided below.

4.   Payments

     On and after the Exchange  Date, no payment will be made on this temporary
     Global Note unless  exchange for an interest in the permanent  Global Note
     is  improperly  withheld or refused.  Payments due in respect of Notes for
     the time being  represented by this temporary Global Note shall be made to
     the bearer only upon  presentation  by Euroclear  Bank or, as the case may
     be,  Clearstream,  Luxembourg to the Fiscal Agent at its specified  office
     of a certificate,  substantially  in the form of the certificate  attached
     as Exhibit A,  to the effect that  Euroclear  Bank, or as the case may be,
     Clearstream,  Luxembourg  has received  certificate  substantially  in the
     form of the  certificate  attached as  Exhibit B  from  qualified  account
     holders with respect to the payments due in respect of such Notes.

     Payments of  principal  and  interest in respect of Notes  represented  by
     this  temporary  Global  Note will,  subject as provided  herein,  be made
     against  presentation  for endorsement and, if no further payment falls to
     be made in  respect of the Notes  represented  hereby,  surrender  of this
     temporary  Global  Note to the  order of the  Fiscal  Agent or such  other
     Paying  Agent as shall  have been  notified  to the  Noteholders  for such
     purposes.

     Upon any  payment in respect of the Notes  represented  by this  temporary
     Global  Note,  the  amount so paid shall be entered by or on behalf of the
     Fiscal  Agent on Part II of the  Schedule to this  temporary  Global Note.
     In the case of any  payment  of  principal  the  principal  amount of this
     temporary  Global Note shall be reduced for all  purposes by the amount so
     paid and the  remaining  principal  amount of this  temporary  Global Note
     shall be  entered  by or on behalf of the  Fiscal  Agent on Part II of the
     Schedule to this temporary Global Note.

5.   Notices

     For so long as all of the Notes are  represented by this temporary  Global
     Note  and/or the  permanent  Global  Note and this  temporary  Global Note
     and/or the permanent  Global Note is/are held on behalf of Euroclear  Bank
     and/or  Clearstream,  Luxembourg,  notices to Noteholders  may be given by
     delivery of the relevant notice to Euroclear Bank and/or


D7



     Clearstream,  Luxembourg  (as the  case may be) for  communication  to the
     relevant  persons  who are for the  time  being  shown in the  records  of
     Euroclear  Bank  and/or  Clearstream,  Luxembourg  as  the  holders  of  a
     particular  principal  amount of the Notes rather than by  publication  as
     required by Condition 11 provided  that, so long as the Notes are admitted
     to  official  listing  on the London  Stock  Exchange,  the  London  Stock
     Exchange  and any other  relevant  authority  so agrees.  Any such  notice
     shall be deemed to have been given to the  Noteholders  on the seventh day
     after the day on which such notice is delivered  to Euroclear  Bank and/or
     Clearstream, Luxembourg (as the case may be) as aforesaid.

6.   Accountholders

     For so long as any of the  Notes is  represented  by one  or/both  of this
     temporary  Global  Note and/or the  permanent  Global Note and such Global
     Note(s)  is/are  held on  behalf of  Euroclear  Bank  and/or  Clearstream,
     Luxembourg,  each person who is for the time being shown in the records of
     Euroclear  Bank  and/or  Clearstream,   Luxembourg  as  the  holder  of  a
     particular  nominal  amount of such Notes  (each an  "Accountholder")  (in
     which regard any  certificate or other  document  issued by Euroclear Bank
     or  Clearstream,  Luxembourg  as to  the  nominal  amount  of  such  Notes
     standing to the account of any person shall be conclusive  and binding for
     all  purposes  save in the case of manifest  error)  shall be deemed to be
     the  holder  of that  nominal  amount  of  Notes  (and the  bearer  of the
     relevant  Global  Note  shall  be  deemed  not to be the  holder)  for all
     purposes  (including  for the purposes of any quorum  requirements  of, or
     the right to demand a poll at,  meetings  of the  Noteholders)  other than
     with respect to the payment of principal  and interest on such Notes,  the
     right to which  shall be  vested,  as  against  the  Issuer and the Paying
     Agents,  solely in the bearer of the  relevant  Global Note in  accordance
     with and  subject to its terms.  Each  Accountholder  must look  solely to
     Euroclear  Bank or  Clearstream,  Luxembourg,  as the case may be, for its
     share of each payment made to the bearer of the relevant Global Note.

     Notes  represented  by this  temporary  Global  Note are  transferable  in
     accordance  with the rules and  procedures for the time being of Euroclear
     Bank or Clearstream, Luxembourg as appropriate.

     The Issuer  covenants  in favour of each  Accountholder  that it will make
     all  payments  in  respect of the  principal  amount of Notes for the time
     being  shown  in  the  records  of  Euroclear  Bank  and/or   Clearstream,
     Luxembourg  as being held by the  Accountholder  and  represented  by this
     temporary  Global  Note to the  bearer of this  temporary  Global  Note in
     accordance with clause 1 above and  acknowledges  that each  Accountholder
     may take  proceedings to enforce this covenant and any of the other rights
     which it has under this temporary Global Note directly against the Issuer.

7.   Prescription

     Claims  against  the Issuer in respect of  principal  and  interest on the
     Notes  represented by this temporary  Global Note will be prescribed after
     10  years  (in the  case of  principal)  and  five  years  (in the case of
     interest) from the Relevant Date (as defined in Condition 7).


D7




8.   Cancellation

     Cancellation  of any Note  represented by this  temporary  Global Note and
     required by the  Conditions to be cancelled  following  its  redemption or
     purchase  will be  effected by  endorsement  by or on behalf of the Fiscal
     Agent of the  reduction in the principal  amount of the  temporary  Global
     Note on Part I of the Schedule to this temporary Global Note.

9.   Authentication

     This temporary  Global Note shall not become valid or enforceable  for any
     purpose unless and until it has been  authenticated by or on behalf of the
     Fiscal Agent.

10.  Governing Law

     This  temporary  Global Note is  governed  by, and shall be  construed  in
     accordance  with,  English  law.  No rights  are  conferred  on any person
     under the  Contracts  (Rights of Third  Parties)  Act 1999 to enforce  any
     term of this temporary  Global Note, but this does not affect any right or
     remedy of any person which exists or is available apart from that Act.



D7




IN WITNESS  whereof  this  temporary  Global  Note has been  executed as a deed
poll on behalf of the Issuer.


Executed as a deed           )
by DENTSPLY INTERNATIONAL INC. )
and signed and delivered as a deed  )
on its behalf by             )
                             )
in the presence of:          )

Witness:
Signature:................

Name:   ..................

Address:..................







CERTIFICATE OF AUTHENTICATION

This is the temporary Global Note
described in the Agency Agreement.
By or on behalf of Citibank, N.A.
(without recourse, warranty or liability)


 ......................................





D7



                                 THE SCHEDULE

                                    Part I

           EXCHANGES FOR THE PERMANENT GLOBAL NOTE/DEFINITIVE NOTES
                            AND OTHER CANCELLATIONS



The following  exchanges of a part of this temporary  Global Note for interests
in  the  permanent  Global   Note/definitive   Notes  and  other  cancellations
(whether  following  a  purchase  by the Issuer or any of its  subsidiaries  or
redemption)  of a part of the  aggregate  principal  amount  of this  temporary
Global Note have been made:

             Part of the
             aggregate
             principal
             amount of
             this
             temporary
             Global Note                  Remaining
             exchanged      Part of the   principal
             for            aggregate     amount of      Notation
             interests in   principal     this           made
             the            amount of     temporary      by or
             permanent      this          Global Note    on
Date of      Global Note    temporary     following      behalf
exchange     or             Global Note   exchange or    of the
or other     definitive     otherwise     other          Fiscal
cancellation Notes          cancelled     cancellation   Agent

                   (euro)             (euro)              (euro)
























- -------------------------------------------------------------------------------


D7



                                    Part II

                                   PAYMENTS



The following  payments in respect of the Notes  represented  by this temporary
Global Note have been made:

                                           Remaining     Notation
                                           principal     made
                                           amount of     by or
                                           this          on
Date of      Amount of                     temporary     behalf
payment      interest       Amount of      Global Note   of the
             paid           principal      following     Fiscal
                            paid           payment       Agent

                   (euro)              (euro)             (euro)































- -------------------------------------------------------------------------------


D7



                                   EXHIBIT A

                          DENTSPLY INTERNATIONAL INC.

             (euro)350,000,000 5.75 per cent. Notes due 2006

                              (the "Securities")


This is to certify  that,  based solely on  certifications  we have  received in
writing, by tested telex or by electronic transmission from member organisations
appearing in our records as persons being entitled to a portion of the principal
amount set forth below (our "Member Organisations")  substantially to the effect
set forth in the Agency  Agreement,  as of the date hereof,  (euro)[ ] principal
amount of the  above-captioned  Securities  (i) is owned by persons that are not
citizens or  residents of the United  States,  domestic  partnerships,  domestic
corporations  or any  estate or trust the  income of which is  subject to United
States  federal  income  taxation  regardless  of  its  source  ("United  States
persons"),  (ii) is owned by United States persons that (a) are foreign branches
of United States financial institutions (as defined in U.S. Treasury Regulations
Section  1.165-12(c)(1)(v))  ("financial institutions") purchasing for their own
account or for resale,  or (b) acquired the Securities  through foreign branches
of United States financial institutions and who hold the Securities through such
United States financial  institutions on the date hereof (and in either case (a)
or (b), each such United States  financial  institution  has agreed,  on its own
behalf or through its agent, that we may advise the Issuer or the Issuer's agent
that it will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of
the Internal Revenue Code of 1986, as amended, and the regulations  thereunder),
or (iii) is owned  by  United  States  or  foreign  financial  institutions  for
purposes of resale  during the  restricted  period (as defined in U.S.  Treasury
Regulations  Section  1.163-5(c)(2)(i)(D)(7)),  and to the  further  effect that
United States or foreign financial  institutions described in clause (iii) above
(whether or not also  described in clause (i) or (ii)) have  certified that they
have not acquired the Securities  for purposes of resale  directly or indirectly
to a United  States  person  or to a person  within  the  United  States  or its
possessions.

If the Securities are of the category  contemplated in  Section 230.903(b)  (2)
or (3) of  Regulation  S under the  Securities  Act of 1933,  as  amended  (the
"Act"),  then this is also to certify with respect to such principal  amount of
Securities  set forth above that,  except as set forth below,  we have received
in writing,  by tested  telex or by  electronic  transmission,  from our Member
Organisations  entitled to a portion of such principal  amount,  certifications
with  respect to such  portion,  substantially  to the effect.  As used in this
paragraph  the term "U.S.  person" has the meaning  given to it by Regulation S
under the Act.

We further certify (i) that we are not making  available  herewith for exchange
(or, if relevant,  exercise of any rights or  collection  of any  interest) any
portion of the temporary global Security  excepted in such  certifications  and
(ii) that as of the date  hereof we have not  received  any  notification  from
any of our Member  Organisations  to the  effect  that the  statements  made by
such Member  Organisations  with  respect to any portion of the part  submitted
herewith for exchange  (or, if relevant,  exercise of any rights or  collection
of any  interest)  are no longer  true and cannot be relied upon as of the date
hereof.



D7



We understand  that this  certification  is required in connection with certain
tax laws and, if  applicable,  certain  securities  laws of the United  States.
In connection  therewith,  if administrative or legal proceedings are commenced
or  threatened  in  connection  with  which this  certification  is or would be
relevant,  we irrevocably  authorise you to produce this  certification  to any
interested party in such proceedings.

Dated1

                 [Euroclear Bank S.A./N.V. as operator of the
           Euroclear System] [Clearstream Banking, societe anonyme]


                    By ...................................
                             Authorised Signatory


D7



                                   EXHIBIT B

                          DENTSPLY INTERNATIONAL INC.

             (euro)350,000,000 5.75 per cent. Notes due 2006


                              (the "Securities")



This is to certify that as of the date  hereof,  and except as set forth below,
the  above-captioned  Securities  held by you for our  account (i) are owned by
person(s)  that are not citizens or residents  of the United  States,  domestic
partnerships,  domestic  corporations  or any  estate  or trust  the  income of
which is subject to United States  federal  income  taxation  regardless of its
source ("United States  person(s)"),  (ii) are owned by United States person(s)
that (a) are  foreign  branches of United  States  financial  institutions  (as
defined in U.S.  Treasury  Regulations  Section 1.165-12(c)(1)(v))  ("financial
institutions")  purchasing  for  their  own  account  or  for  resale,  or  (b)
acquired the Securities  through  foreign  branches of United States  financial
institutions  and who hold the Securities  through such United States financial
institutions  on the date  hereof  (and in  either  case (a) or (b),  each such
United  States  financial  institution  hereby  agrees,  on its own  behalf  or
through its agent,  that you may advise the Issuer or the  Issuer's  agent that
it will comply with the  requirements  of Section  165(j)(3)(A),  (B) or (C) of
the  Internal   Revenue  Code  of  1986,  as  amended,   and  the   regulations
thereunder),  or  (iii)  are  owned  by  United  States  or  foreign  financial
institution(s)  for  purposes  of  resale  during  the  restricted  period  (as
defined in U.S. Treasury  Regulations Section  1.163-5(c)(2)(i)(D)(7)),  and in
addition  if  the  owner  of the  Securities  is a  United  States  or  foreign
financial  institution  described  in clause  (iii) above  (whether or not also
described  in  clause  (i) or  (ii))  this is  further  to  certify  that  such
financial  institution  has not  acquired  the  Securities  for the purposes of
resale  directly or  indirectly to a United States person or to a person within
the United States or its possessions.

If the Securities are of the category  contemplated in  Section 230.903(b)  (2)
or (3) of  Regulation  S under the  Securities  Act of 1933,  as  amended  (the
"Act"),  then this is also to  certify  that,  except as set forth  below,  the
Securities  are  beneficially  owned  by (a)  non-U.S.  person(s)  or (b)  U.S.
person(s) who purchased the  Securities in  transactions  which did not require
registration  under the Act; As used in this  paragraph the term "U.S.  person"
has the meaning given to it by Regulation S under the Act.

As used herein,  "United States" means the United States of America  (including
the  States  and the  District  of  Columbia);  and its  "possessions"  include
Puerto Rico, the U.S. Virgin  Islands,  Guam,  American Samoa,  Wake Island and
the Northern Mariana Islands.

We  undertake  to advise you  promptly by tested  telex on or prior to the date
on which you intend to submit your  certification  relating  to the  Securities
held by you for our account in accordance  with your  documented  procedures if
any  applicable  statement  herein  is not  correct  on such  date,  and in the
absence  of any such  notification  it may be assumed  that this  certification
applies as of such date.

This certification  excepts and does not relate to (euro)[ ] of such interest in
the above  Securities  in respect of which we are not able to certify  and as to
which we  understand  exchange and  delivery of  definitive  Securities  (or, if
relevant,  exercise of any rights or  collection of any interest) or an interest
in a permanent global security cannot be made until we do so certify.


D7





We understand  that this  certification  is required in connection with certain
tax laws and, if  applicable,  certain  securities  laws of the United  States.
In connection  therewith,  if administrative or legal proceedings are commenced
or  threatened  in  connection  with  which this  certification  is or would be
relevant,  we irrevocably  authorise you to produce this  certification  to any
interested party in such proceedings.


Dated1

                           By ......................
                           Qualified Account Holder


D7



                                    PART II

                       FORM OF THE PERMANENT GLOBAL NOTE

     ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
      LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE
  LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE
                                     CODE.

                          DENTSPLY INTERNATIONAL INC.

                             PERMANENT GLOBAL NOTE

             (euro)350,000,000 5.75 per cent. Notes due 2006


This permanent  Global Note is issued in respect of the  (euro)350,000,000  5.75
per cent.  Notes due 2006 (the  "Notes") of  DENTSPLY  International  Inc.  (the
"Issuer").  The Notes are  initially  represented  by a  temporary  Global  Note
interests  in which  will be  exchanged  in  accordance  with  the  terms of the
temporary  Global  Note for  interests  in this  permanent  Global  Note and, if
applicable,  definitive  Notes.  The Notes are  issued  subject  to and with the
benefit of an Agency  Agreement  (the "Agency  Agreement")  dated 13th December,
2001 between the Issuer and Citibank, N.A. as Fiscal Agent (the "Fiscal Agent").
The Notes are issued  subject to and with the benefit of the  Conditions  of the
Notes  (the  "Conditions")  set  out in  Part  II of  Schedule  2 to the  Agency
Agreement.

1.   Promise to Pay

     Subject as provided in this permanent  Global Note, the Issuer,  for value
     received,  promises to pay the bearer upon  presentation  and surrender of
     this  permanent  Global Note such sum as is equal to the principal  amount
     of the Notes  represented  by this  permanent  Global Note as shown by the
     latest  entry in  Part I,  Part II or  Part III  of the  Schedule  to this
     permanent  Global Note on 13th  December,  2006 or on such earlier date as
     the  principal  of this  permanent  Global  Note may  become due under the
     Conditions  and to pay  interest on the  principal  sum for the time being
     outstanding  at the rate of 5.75 per cent.  per annum from 13th  December,
     2001  payable  annually in arrear on 13th  December  until  payment of the
     principal  sum has been made or duly  provided for in full  together  with
     any  other  amounts  as may be  payable,  all  subject  to and  under  the
     Conditions.

2.   Exchange of Interests in the  Temporary  Global Note for Interests in this
     Permanent Global Note

     Upon  any   exchange  of  an  interest  in  the   temporary   Global  Note
     representing  the Notes for an interest in this permanent Global Note, the
     Fiscal  Agent shall make the  appropriate  entry in Part I of the Schedule
     to this  permanent  Global Note in order to indicate the principal  amount
     of  Notes  represented  by  this  permanent  Global  Note  following  such
     exchange.


D7




3.   Exchange for Definitive Notes and Purchases

     This permanent  Global Note will be  exchangeable in whole but not in part
     (free of charge to the holder) for  definitive  Notes only (i) if an event
     of default (as set out in Condition  9) has  occurred  and is  continuing,
     (ii) if both Euroclear Bank S.A./N.V.  as operator of the Euroclear System
     ("Euroclear    Bank")   and   Clearstream    Banking,    societe   anonyme
     ("Clearstream,  Luxembourg")  are closed  for  business  for a  continuous
     period  of 14  days  (other  than  by  reason  of  holiday,  statutory  or
     otherwise) or announce an intention  permanently  to cease  business or do
     in fact do so and no successor clearing system is available,  (iii) if the
     Issuer has or will become subject to adverse tax consequences  which would
     not be suffered  were the Notes in  definitive  form or (iv) if the Issuer
     receives  a notice  from or on  behalf of one or more  Acco